Your Directors are pleased to present this 27th Annual ReportofRahulMerchandising Limited(Rahul or the Company)together with theAudited Annual Financial Statementsfor the year ended March 31st 2020.
The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact onthe financial wellbeing of nations corporations and individuals. A detailed discussion onimpact of COVID-19 on the business and operations of the Company is covered in theManagement Discussion and Analysis Report.'
CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM
In view of the prevailing COVID-19 situation and consequent lockdown across thecountry the Ministry of Corporate Affairs (MCA) has exempted companies from circulationof physical copies of Annual Report for FY2020.
Accordingly the Annual Report of the Company for FY2020 is being sent only by email tothe members and all other persons/entities entitled to receive the same.
This Annual Report along with other documents is also available on the Company'swebsite at https:// www.rahulmerchandising.in
FINANCIAL HIGHLIGHTS- AT A GLANCE
V Overall Performance of your Company
V The Financial Year 2019-20 had been unfortunate for the Company as your Company hasshown a conventional performance during the year under review. The net Loss of yourCompany had gone up from Rs. (50000) in the Financial Year 2018-19 to Rs. (80000) in theFinancial Year 2019-20.
V The financial summary performance highlights operations/state of affair ofyourCompany for the year are summarized below:
Amount (In Rupees)
|PARTICULARS || |
| ||2019-20 ||2018-19 |
|Income from Business Operations ||- || |
|Other Income ||- || |
|Total Income || |
|Less: Expenditure ||80000 ||50000 |
|Profit/Loss before Tax ||(80000) ||(50000) |
|Less: Tax Expense ||- || |
|Add: Deferred Tax Asset ||- || |
|Net Profit/Loss after Tax ||(80000) ||(50000) |
|Earnings per share: || || |
|Basic ||(0.023) ||(0.014) |
|Diluted ||(0.023) ||(0.014) |
No Dividend was declared for the current financial year due to loss incurred by theCompany.
The Board proposes no amount to transfer to the reserves as the company is runningunder loss.
During the year under review the Company has not issued any shares including EquityShares Shares with Differential Voting Rights Stock Options Sweat Equity etc. TheCompany has not bought back any equity shares during the year 2019-20.
As on 31st March 2020 paid-up share capital of the Company stood at35122500consisting of 3512250 Equity Shares of Rs. 10/-each
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company theprovisions of Section 125 of the Companies Act 2013 do not apply.
During the year under review the Company has not accepted any deposits in terms ofsection 73 of the Companies Act 2013.There were no unclaimed deposits at the end ofFinancial Year i.e. 31st March 2020.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2019-20. A statement about Subsidiary / Joint Ventures /Associate Companyin Form AOC-Iis not applicable.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013
In the financial year 2019-20 company did not enter into any contracts or arrangementswith any related party.Form AOC-2 is not applicable for the year 2019-20.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel by way ofAppointment Re - designation Resignation DeathDis-qualification variation made orwithdrawn etc. are as follows:
|Name ||Designation ||Nature of Change ||With Effect From |
|1. Mr. Ashish Yaduvanshi ||Company Secretary ||Resignation ||16.04.2019 |
|2. Ms. Sunayana Puri ||Company Secretary ||Appointment ||17.04.2019 |
|3. Ms. Sunayana Puri ||Company Secretary ||Resignation ||01.12.2019 |
Mr. Sunny Kumar (DIN: 07648718) Director will be retiring by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment. The Boardrecommends his re-appointment to the Board of the Company at the ensuing Annual GeneralMeeting.
Ms. SnehlataKaim (DIN: 06882968) has been appointed as Independent Director in lastAGM for second term.
The Board places on record its appreciation for the services rendered by Ms. PriyankaRana (DIN:07317239)who has resigned from the office of Director w.e.f. 31thJuly 2020.
Ms. EktaSeksaria was appointed as Company Secretary & Compliance Officer w.e.f. 01stAugust 2020. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:
(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments & estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company at the end of the financial yearand of the profit & loss of the Company for that period ;
(c) The Directors had taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the company and for preventing & detecting fraud & otherirregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis;
(e) The Directors had laid down Internal Financial Controls to be followed by theCompany and such controls are adequate and are operating effectively;
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013
All Independent Directors have given declarations under section 149(7)that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in Form MGT-9 is annexed herewith as Annexure A.Website Link of www.rahulmerchandising.in
NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
The details of Board Meetings & Committees convened during the year along withother details of Board Meetings held are given in Corporate Governance Report. The maximuminterval between any two meetings did not exceed 120 days as prescribed in the CompaniesAct 2013.
During the year under review 8(Eight) Board Meetings 5(Five) Audit CommitteeMeetings2 (Two) Nomination & Remuneration Committee Meetings 4 (Four) Stakeholders'Relationship Committee Meetings were convened and held. Other details of Board &Committee Meetings held are given in Corporate Governance Report.
The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.The Composition of AuditCommittee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.TheComposition of the Committee is given in the Corporate Governance Report which forms theintegral part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition ofthe Committee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.
VIGIL MECHANISM COMMITTEE
The Vigil Mechanism Committee of the Company is constituted in line with the provisionsof section 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI(Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition of theCommittee is given in the Corporate Governance report which forms the integral part ofthis Annual Report.
BOARD ANNUAL EVALUATION
The provisions ofsection 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.
STATUTORY AUDITOR& SECRETARIAL AUDITOR WITH THEIR QUALIFICATION RESERVATIONORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
The members at the Annual General Meeting held on Monday 30th September2019 appointed M/s. VSSA & Associates Chartered Accountant (Firm Registration No.012421N) as Statutory Auditors of the Company for a period of 5 years to hold office tillthe conclusion of 31stAnnual General Meeting of the Company. Therefore theauditors have expressed their willingness to continue to act as Statutory Auditor for theFinancial Year 2020-21.
Qualification(s) and Directors' comments on the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by the Auditor is unqualified.
B. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s.Ojha & Associates Company Secretaries to undertake SecretarialAudit of the Company.
The Secretarial Audit was conducted by Mr.Tanay Ojha Company Secretary and the reportthereon is annexed herewith as Annexure- B.
Qualification(s) and Directors' comments on the report of Secretarial Auditor:
The observation made by the Secretarial Auditor in its report is given below:
1. The Company has not appointed the Whole Time Company Secretary pursuant to Section203 of the Companies Act 2013 after resignation of Ms. SunayanaPuriw.e.f. 01.12.2019.Moreover Ms. EktaSeksaria was appointed as Whole Time Company Secretaryw.e.f. 01.08.2020.
Reply of Management for observation made by the Secretarial Auditors in his report:
1. Efforts have been made for the appointment of a Whole time Company Secretary but themanagement was unableto appoint suitable candidate for the post of Company Secretary.Further in the wake of the global COVID-19 pandemic and in view nationwide lockdownannounced by the Government of India (GOI) to control the spread of COVID-19 theCompany's official works was disrupted. Hence the Company was facing difficulties inundertaking timely compliances of various applicable laws.Further the Company hasfinalized a candidate and appointed Ms. EktaSeksariaas Company Secretary w.e.f.01.08.2020.
C. INTERNAL AUDIT
The Company had appointed as Internal Auditor of the Company to carry out the InternalAudit Functions. The Internal Auditor submits a Quarterly Report to the AuditCommittee for its review.
PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company has not given any loan(s) or guarantee(s) and has not made any investmentcovered under the provision of the section 186 of the Companies Act 2013 during the yearunder review.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thisfinancial statement relate and on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management's knowledge no significant and material order(s) werepassed by any regulator(s) or courts or tribunals which could impact the going concernstatus and company's operation in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO
The provisions of Section 134(3)(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.
The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the company for the periodunder review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 and Rules made thereunder yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.
CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the company's Statutory Auditors/ PracticingCompany Secretary confirming compliance forms an integral part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal FinancialControl systemcommensurate with the size scale and complexityof its operation. The system encompassesthe major processes toensure reliability of financial reporting compliance withpoliciesprocedures laws and regulations safeguarding of assets and economical andefficient use of resources.
The Company has performed an evaluation and made an assessment of the adequacy and theeffectiveness of the Company's lnternal Financial Control System. The Statutory Auditorsof the Company have also reviewed the Internal Financial Control system implemented by theCompany on the financial reporting and intheir opinion the Company has in all materialrespects adequate Internal Financial Control system over Financial Reporting andsuchControls over Financial Reporting were operatingeffectively as on 31stMarch2020 based on the internal control over financial reporting criteria established by theCompany.
The policies and procedures adopted by the Company ensuresthe orderly and efficientconduct of its business and adherenceto the company's policies prevention and detectionof frauds and errors accuracy & completeness of the records and the timelypreparationof reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit Committee and the Board an independent objective andreasonable assurance on the adequacy and effectiveness of the organization's riskmanagement with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors.The Audit Committee also meet the Company's Statutory Auditors to ascertain their views onthe financial statements including the financial reporting system and compliance toaccounting policies and procedures followed by the Company.
Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:
|a) Employed throughout the year ||Nil |
|b) Employed for part of the year ||Nil |
REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel andfixation of their remuneration thereof. The Policy contains inter-alia directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director etc.
REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination &Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel andfixation of their remuneration thereof. The Policy contains inter-alia directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director etc.
Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.
CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.
All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.
DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
With reference to Regulation 32 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the disclosure of Statement of Deviation(s) orVariation(s) as per the said regulation is not applicable to the Company.
Your Directors wish to acknowledge their gratitude to the business Associates and StockExchange authorities for their continued patronage assistance and guidance.
| || ||For and on behalf of the Board |
| || ||For Rahul Merchandising Limited |
| ||Snehlata Kaim ||Sunny Kumar |
|Date: 10.11.2020 ||Director ||Whole Time Director |
|Place: New Delhi ||DIN: 06882968 ||DIN: 07648718 |