To the Members(s)
The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March31 2019.
|FINANCIAL RESULTS: || ||(Amount in Rs. Lakh) |
|Particulars ||F.Y. 2018-19 ||F.Y. 2017-18 |
|Revenue from operations ||932.67 ||122.60 |
|Other Income ||2.89 ||13.61 |
|Total Income ||935.56 ||136.21 |
|Operating expenditure before Finance cost depreciation and amortization ||903.29 ||131.87 |
|Earnings before Finance cost depreciation and amortization (EBITDA) ||32.27 ||4.34 |
|Less: Finance costs ||0.00 ||0.00 |
|Depreciation and amortization expense ||- ||- |
|Profit/(Loss) before tax ||32.27 ||4.34 |
|Less: Current Tax ||7.50 ||0.83 |
|Deferred Tax ||1.55 ||(1.55) |
|Profit/(Loss) for the year (PAT) ||23.22 ||5.06 |
During the year the company has achieved Rs. 932.67 Lakhs Revenue as compare to lastyear Rs. 122.60 Lakhs Only. Also Consequently Net profit of the Company has also increasefrom Rs. 4.34 Lakhs to Rs. 32.27 Lakhs.
With a view to conserve and save the resources for future prospect of the Company yourDirectors regret to declare dividend for the financial year 2018-19.
AMOUNT TRANSFERRED TO RESERVE
Your Directors do not propose transfer of any amount to the General Reserves. Fullamount of net profit are carried to Reserve & Surplus account of the Company.
CHANGE IN NATURE OF BUSINESS
During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.
The present Authorized Capital of the Company is Rs. 32500000 divided into 3250000Equity Shares of 10/- each.
ISSUED SUBSCRIBED & PAID-UP CAPITAL
The present Issue Subscribed & Paid-up Capital of the Company is Rs. 32400000divided into 3240000 Equity Shares of 10/- each. During the year under review there wasno change took place in the authorized and paid-up share capital of the Company.
The Board of the Company regularly meets to discuss various Business opportunities.Additional Board meetings are convened as and when requires discussing and deciding onvarious business policies strategies and other businesses. During the year under reviewBoard of Directors of the Company met 05 times on April 18 2018; May 25 2018; August 102018; November 12 2018; and February 06 2019.
The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.
In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has Three Non-Promoter Independent Directors as on the date of report in line withthe Companies Act 2013. A separate meeting of Independent Directors was held on March 272019 to review the performance of Non-Independent Directors and Board as whole andperformance of Chairperson of the Company including assessment of quality quantity andtimeliness of flow of information between Company management and Board.
The terms and conditions of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company at www.rholdings.org.
The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013.
|Sr. No. ||Name of Independent Director ||Date of Appointment ||Date of Cessation |
|1 ||Mrs. Puja Sharma ||04th August 2014 ||13th May 2019 |
|2 ||Mr. Ashokkumar Shah ||27th March 2018 ||30th Oct 2018 |
|3 ||Mr. Samir Chaudhary ||18th April 2019 ||- |
|4 ||Mr. Harshil Shah ||16th April 2019 ||- |
|5 ||Mrs. Sonal Sheth ||07th June 2019 ||- |
KEY MANAGERIAL PERSONNEL
In accordance with Section 203 of the Companies Act 2013 the Company has alreadyappointed Mr. Rahul Sharma as Managing Director of the Company and Mr. Pankaj Sharma asChief Financial Officer.
During the year under review Ms. Zalak Gajjar has tendered her resignation with effectfrom 01st November 2018 and Ms. Shipra Mapara has been appointed as a Company Secretaryand Compliance officer of the company from 1st March 2019.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013 in the following manners;
a) The performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
b) The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.
c) The board and the nomination and remuneration committee reviewed the performance ofthe individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.
d) In addition the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of non-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
a) In preparation of annual accounts for the year ended March 31 2019 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors had prepared the annual accounts for the year ended March 31 2019 ongoing concern basis.
e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Audit Committee meeting is generally held for the purpose of recommending theQuarterly half yearly and yearly financial result. Additional meeting is held for thepurpose of reviewing the specific item included in terms of reference of the Committee.
|Name ||Designation |
|Mrs. Sonal Sheth ||Chairman |
|Mr. Harshil Shah ||Member |
|Mr. Samir Chaudhary ||Member |
The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting. Recommendations of Audit Committee wherever/whenever given have been acceptedby the Board.
STAKEHOLDER'S GRIEVANCE & RELATIONSHIP COMMITTEE
The Company has constituted Stakeholder's Grievance & Relationship Committee mainlyto focus on the redressal of Shareholder's/ Investor's Grievances if any like Transfer /Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report;Dividend Warrants; etc.
|Name ||Designation |
|Mrs. Sonal Sheth ||Chairman |
|Mr. Harshil Shah ||Member |
|Mr. Piyush Malde ||Member |
During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2019.
NOMINATION AND REMUNERATION COMMITTEE
The Company has formed Nomination and Remuneration committee in line with theprovisions of Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee meetings are generally held for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removal.
|Name ||Designation |
|Mr. Samir Chaudhary ||Chairman |
|Mr. Harshil Shah ||Member |
|Mrs. Sonal Sheth ||Member |
NOMINATION AND REMUNERATION POLICY
Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances etc. to its Managing Director and the Executive Directors. Keypoints of the Nomination and Remuneration Policy are;
Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:
a) The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment.
b) A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment.
c) In case of appointment of Independent Director the Committee shall satisfy itselfwith regard to the independent nature of the Director vis--vis the Company so as toenable the Board to discharge its function and duties effectively.
Policy on remuneration of Director KMP and Senior Management Personnel:
a) The Company's remuneration policy is driven by the success and performance ofDirector KMP and Senior Management Personnel vis--vis the Company. The Company'sphilosophy is to align them with adequate compensation so that the compensation is used asa strategic tool that helps us to attract retain and motivate highly talented individualswho are committed to the core value of the Company. The Company follows mixed of fixedpay benefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders.
The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.rholdings.org.
REMUNERATION OF DIRECTORS
The details of remuneration paid during the financial year 2018-19 to Directors of theCompany are provided in Form MGT-9 which is the part of this report.
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.rholdings.org.
The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2019.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement for theyear ended on March 31 2019.
EXTRACT OF ANNUAL RETURN
As provided under section 92(3) of the Companies Act 2013 the details forming part ofthe extract of the Annual Return in Form MGT-9 is annexed to this Report as Annexure A.
TRANSACTIONS WITH RELATED PARTIES
During the year under review there were no contracts or arrangements or transactionswith related parties referred to in subsection (1) of section 188 of the Companies Act2013 was executed in terms of Section 188 of the Companies Act 2013. Further there wereno related party transactions with the Company's Promoters Directors Management or theirrelatives which could have had a potential conflict with the interests of the Company.All related party transactions to be entered by the Company will be in the ordinary courseof business and on arm's length basis and periodically will be placed before the AuditCommittee for review.
INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control system which ensures that all theassets of the Company are safeguarded and protected against any loss from unauthorized useor disposition. The Internal Auditors of the Company carry out review of the internalcontrol systems and procedures. The internal audit reports are reviewed by AuditCommittee. Your Company has also put in place adequate internal financial controls withreference to the financial statements commensurate with the size and nature of operationsof the Company. During the year such controls were tested and no material discrepancy orweakness in the Company's internal controls over financial reporting was observed.
MATERIAL CHANGES AND COMMITMENT
There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312019 to the date of this Report.
PARTICULAR OF EMPLOYEES
The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure B.
The statement containing top ten employees in terms of remuneration drawn and theparticulars of employees as required under Section 197(12) of the Act read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in a separate annexure forming part of this report. Further the report and theaccounts are being sent to members excluding this annexure. In terms of Section 136 of theAct the said annexure is open for inspection at the Registered Office of the Company. Anyshareholder interested in obtaining a copy of the same may write to Company Secretary.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. During the year under review there were noincidences of sexual harassment reported.
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company is not carrying on any manufacturing activities the details ofconservation of energy technology absorption etc. as required to be given under section134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 arenot applicable to the Company. Further there was no foreign exchange earnings and outgoduring the financial year 2018-19 (Previous Year Nil).
Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of this Annual Report.
STATUTORY AUDITOR AND THEIR REPORT
M/s. Doshi Maru & Associates Chartered Accountants (Firm Registration No.0112187W) were appointed as Statutory Auditors of your Company at the thirty sixth AnnualGeneral Meeting held on September 15 2017 for a term till the conclusion of 41thAnnual General Meeting to be held in the calendar year 2022 subject to ratification ofappointment at every subsequent annual general meeting to be held after thirty sixthAnnual General Meeting. The Report given by the Auditors on the financial statement of theCompany is part of this Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
SECRETARIAL AUDITOR AND THIEIR REPORT
The Company has appointed Mr. Suhas Bhattbhatt Practicing Company Secretaries toconduct the secretarial audit of the Company for the financial year 2018-19 as requiredunder Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial AuditReport for the financial year 2018-19 is annexed to this report as an Annexure C.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meetings ofthe Board of Directors' and General Meetings' respectively have been duly compliedby your Company.
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review or they are not applicable to theCompany;
i. Details relating to deposits covered under Chapter V of the Act;
ii. Issue of Equity Shares with differential rights as to dividend voting orotherwise;
iii. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;
iv. There is no revision in the Board Report or Financial Statement;
v. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;
vi. Information on subsidiary associate and joint venture companies.
APPRECIATIONS AND ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment during the year under review.
The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers distributors retailers business partnersand others associated with it as its trading partners. Your Company looks upon them aspartners in its progress and has shared with them the rewards of growth. It will be yourCompany's endeavour to build and nurture strong links with the trade based on mutuality ofbenefits respect for and co-operation with each other consistent with consumerinterests.
Your Directors also take this opportunity to thank all Shareholders Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport.
|Registered office: ||For and on behalf of Board of Directors |
|Digvijay Plot Street No. 51 Opposite || |
|Makhicha Nivas Jamnagar -361005. ||Piyush Malde |
| ||Director |
|Place: Jamnagar ||DIN 07689869 |
|Date: September 02 2019 || |