Your Directors are pleased to present to the valued stakeholders the 25thAnnualReport of Rahul Merchandising Limited along with the Audited Financial Statements ofthe Company for the Year ended March 31st 2018.
FINANCIAL HIGHLIGHTS- AT A GLANCE
Overall Performance of your Company
The Financial Year 2017-18 has shown a conventional performance during the yearunder review. The net Loss of your Company had gone down from Rs. 188/- in theFinancial Year2016-17 to Nilin the Financial Year2017-18.
The financial summary performance highlights operations/state of affair ofyourCompany for the year are summarized below:
| ||Amount (In Rs.) |
|PARTICULARS ||Standalone |
| ||2017-18 ||2016-17 |
|Income from Business Operations ||0.00 ||0.00 |
|Other Income ||204000 ||306000 |
|Total Income ||204000 ||306000 |
|Less: Expenditure except Depreciation ||204000 ||306188 |
|Profit/Loss before Interest Depreciation and Tax ||0.00 ||(188) |
|Less: Interest and other Financial Charge(s) ||0.00 ||0.00 |
|Profit/Loss before Depreciation and Tax ||0.00 ||(188) |
|Less: Depreciation ||0.00 ||0.00 |
|Profit/Loss before Tax ||0.00 ||(188) |
|Less: Tax Expense ||0.00 ||0.00 |
|Add: Deferred Tax Asset ||0.00 ||0.00 |
|Net Profit/Loss after Tax ||0.00 ||(188) |
|Earnings per share || || |
|Basic ||0.00 ||0.00 |
|Diluted ||0.00 ||0.00 |
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 does not haveany profit during the year.
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 of section73 of the Companies Act 2013.
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".
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2017-18.Form AOC-1 has also been attached with this report as "AnnexureB".
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 NATURE OF BUSINESS
During the year under review there was no change in nature of business of the Company.
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 madeor withdrawn etc. are as follows:
|S. No. ||Name ||Designation ||Nature of Change ||With Effect From |
|1. ||Mr. Pardeep Kumar ||Whole Time Director ||Retire by rotation & re-appointment ||05.09.2017 |
|2. ||Mr. Pardeep Kumar ||CFO ||Cessation ||13.09.2017 |
|3. ||Mr. Pardeep Kumar ||Whole Time Director ||Cessation ||13.09.2017 |
|4. ||Mr. Sunny Kumar ||Independent Director ||Change in designation ||05.09.2017 |
|5. ||Mr. Sunny Kumar ||Executive Director ||Re-Designation ||12.02.2018 |
The Board places on record its appreciation for the services rendered by Mr. PardeepKumar who resigned from the office due to their personal occupancy. The resignationfor the same was accepted by the Board. The Board places on record its appreciation forthe services rendered by them during their tenure as a Whole Time Director & CEO ofthe Company.
Mr. Sunny Kumar (DIN:07648718) Director will be retiring by rotation at the ensuingAnnual General Meeting and being eligible offers herself/himself for re-appointment. TheBoard recommends hisre-appointment to the Board of the Company at the ensuing AnnualGeneral Meeting.
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.
DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS
During the period under review the Company has adopted Indian Accounting Standards forAccounting treatment in the Financial Statements.
NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
During the year under review 6 (Six)Board Meetings 4 (Four) Audit Committee Meetings1 (One) Nomination & Remuneration Committee Meetings 4 (Four) Stakeholders'Relationship Committee Meetings and 1(One) Internal Compliant Committee Meetings wereconvened and held. All the Meetings including Committee Meetings were duly held andconvened and the intervening gap between two consecutive meetings was within the periodprescribed under the Companies Act 2013 to be read with the SEBI(Listing Obligations&Disclosure Requirements) Regulations 2015.
The details in respect of the dates of the meetings along with attendance has beenprovided in the Corporate Governance Report which forms part of this Annual 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.
BOARD ANNUAL EVALUATION
The provisions of section 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.
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.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013
In the financial year 2017-2018 Company did not enter into any contracts orarrangements with any related party. Form AOC-2 has also been attached with this report as"Annexure C".
Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 theBoardhas framed a policy to familiarize Independent Directors about the Company.
STATUTORY AUDITOR&SECRETARIAL AUDITORWITH THEIR QUALIFICATION RESERVATIONORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
In the Annual General Meeting held on September 5 2017 Company had appointed M/sJagdish Sapra & Co. Chartered Accountants (Firm Registration No. 001378N) asStatutory Auditors of the Company for a period of 2 yearsto hold office till theconclusion of 26th Annual General Meeting of the Company subject toratification at every AGM. Their period of office needs ratification at the ensuing AnnualGeneral Meeting. Therefore the auditors have expressed their willingness to continue toact as Statutory Auditor for the Financial Year 2018-19.
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 Tanay Ojha & Associates Company Secretaries to undertakeSecretarial Audit of the Company.
The Secretarial Audit was conducted by Mr.TanayOjha Company Secretary and thereport thereon is annexed herewith as "Annexure- D".
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 a Whole Time Company Secretary pursuantto Section 203 of the Companies Act 2013.
2. The Company has not appointed a Whole Time Director pursuant toSection 196 of the Companies Act 2013 after resignation of Mr. Pardeep Kumar from thepost of Whole Time Director on 13/09/2017.
3. The Company has not appointed a CFO pursuant toSection 203 ofCompanies Act after resignation of Mr. Pardeep Kumar from the post of CFO on 13/09/2017.
Reply of Management for observation made by the Secretarial Auditors in his report:
1. As Companies Act 2013 has been implemented in the financial year 2014-15demand for Company Secretaries has gone up substantially. There are more companies thanavailable Company Secretaries in the current scenario. Company is making efforts toappoint Company Secretary for the Company and hope to finalize the candidate for therequisite post at the earliest.
2. The Company is making efforts to appoint Whole Time Director for the Company andhope to finalize the candidate for the requisite post at the earliest.
3. The Company is making efforts to appoint CFO for the Company and hope tofinalize the candidate for the requisite post at the earliest.
The Company had appointed Internal Auditor of the Company to carry out the InternalAudit Functions. The Internal Auditor submits a "Quarterly Report" to the AuditCommittee for its review.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR
There were no instances of fraud those have been observed by the Statutory Auditorduring audit of the financial statements for the financial year 2017-18 which arerequired to be disclosed by the company in its Board Report under Section 143 (12) of theCompanies Act 2013.
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.
A) Issue of equity shares with differential voting rights
No equity shares with differential voting rights has been issued by the company duringthe financial year 2017-18.
B) Issue of sweat equity shares
The Company has not issued sweat equity shares pursuant to provisions of Section 54read with Rule 8 of the Companies (Share Capital and Debenture) Rules 2014 during theFinancial Year.
C) Issue of employee stock options
The Company has not issued shares under employee's stock options scheme pursuant toprovisions of Section Rule 12(9) of the Companies (Share Capital and Debenture) Rules2014 so question does not arise about voting rights not exercised by employee during theyear under review.
D) Buy Back Of Securities
The Company has not bought back any of its securities pursuant to the provisions ofSection 67 and Section 68 of the Companies Act 2013 during the year under review.
D1) Voting Rights of Employees
During the year under review the company has not given loan to any employee forpurchase of its own shares as per section 67 (3) (c) of the Companies Act 2013. Thereforethe company is not required to make disclosure as per rule 6 (4) of the Companies (ShareCapital and Debentures) Rules 2014.
MATERIAL CHANGES AND COMMITMENTS IF ANY
There are no material changes or commitments noticed by the Board between the end offinancial year of the company as on 31st March 2018 and the date of thisReport.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE 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 AND OUTGO
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. This policy is explained in"Corporate Governance Report" and is also posted on website of the Company.
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
The Company is committed to maintain and adhere to the highest standard of CorporateGovernance Practices. Pursuant to regulation 34 (3) read with schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations2015 Report of Corporate Governancehave been included in this report as separate section. A certificate from M/sJagdishSapra& Co. Chartered Accountants regarding compliance of condition ofCorporate Governance as stipulated in regulation 34(3) read with Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations2015 has also been includein this Annual Report.
The relationship with employees continues to be harmonious. The Company always considerits human resource as its most valuable asset. Imparting adequate and specialized trainingto its employees is ongoing exercise in the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal Financial Control systemcommensurate with the size scale and complexity of its operation. The system encompassesthe major processes to ensure reliability of financial reporting compliance withpolicies procedures 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 Internal Financial Control System. The Statutory Auditorsof the Company have also reviewed the Internal Financial Control system implemented by theCompany on the financial reporting and in their opinion the Company has in all materialrespects adequate Internal Financial Control system over Financial Reporting and suchControls over Financial Reporting were operating effectively as on 31stMarch2017 based on the internal control over financial reporting criteria established by theCompany.
The policies and procedures adopted by the Company ensures the orderly and efficientconduct of its business and adherence to the company's policies prevention and detectionof frauds and errors accuracy & completeness of the records and the timelypreparation of 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..
The shares of the Company are presently listed at BSE Limited.
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.
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.
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 |
The company has One Executive Directors and no remuneration paid to him during theyear.
Further no sitting fee has been paid to any director during the year.
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.
Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company's performance and for enhancing its inherentstrength. Your Directors also acknowledge with gratitude the encouragement and supportextended by our valued stakeholders.
By Order of the Board of Directors
For Rahul Merchandising Limited
Place: New Delhi
Snehlata Kaim Sunny Kumar