Your Directors have pleasure in presenting their 35 Annual Report and the AuditFinancial Statements for the Financial Year ended March 31 2017.
1. Financial summary or highlights/Performance of the Company
| || ||(Rs. in Lakhs) |
|Particulars ||2016-2017 ||2015-2016 |
| ||(Rs.in lakhs) ||(Rs.in lakhs) |
|Gross Income ||26.72 ||13.08 |
|Profit Before Depreciation ||9.48 ||(0.14) |
|Finance Charges ||0.00 ||0.00 |
|Gross Profit before tax & depreciation ||0.27 ||(0.14) |
|Provision for Depreciation ||0.04 ||0.04 |
|Profit before tax ||0.23 ||0.00 |
|Tax Expense ||0.05 ||0.00 |
|Net Profit / (Loss) ||0.18 ||(0.18) |
2. Brief description of the Company's working during the year/State of Company'safi air
During the year under review the Company undertook sub-contract work as C & FAgent. The Company earned profit of Rs. 0.18 lacs.
3. Change in the nature of business if any
There is no change in the nature of business during the year under review.
Since the Company earned meager profit hence your Directors do not recommend anydividend.
No amount has been transferred to Reserves during the year.
6. Management Discussion And Analysis Report:
Pursuant to Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report is appended to thisreport.
7. Corporate Governance
A separate section on Corporate Governance practices followed by the Company togetherwith a certificate from the Statutory Auditors of the Company regarding compliance ofconditions of Corporate Governance as stipulated under SEBI (Listing Obligations &Disclosure Requirements)Regulations2015 .A certificate of the CEO and CFO of the Companyin terms of Listing Regulationsinter aliaconfirming the correctness of the financialstatements and cash fiow statements adequacy of the Internal control measures andreporting of matters to the Audit Committee is also annexed.
8. Indian Accounting Standards (IND AS)- IFRS Converged Standards
Pursuant to notification of Ministry of Corporate Afi airs dated 16 February 2015notifying (Indian Accounting Standard) Rules 2015 such IND AS are not applicable to ourCompany for the Financial Year 2016- 17.However the same will be applicable to the companyw.e.f 01 April2017.
9. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE where the Company's Shares are listed.
Further during the year your Company has also filed application at National StockExchange (NSE) for revocation of suspension of trading for which all the necessaryformalities including payment of fees were made by company.
10. Events Subsequent to the date of Financial Statements:
No material changes and commitments afi ecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report.
11. Directors and Key Managerial Personnel
The Board of Directors is duly constituted with Sh. Rishabh Goel Sh. Bhagat Ram GoyalSh. Sajjan Singh Shaktawat Ms. Sunita Rana. The above constitution of Board of directorsis as per Companies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.
Sh. Rishabh Goel Director retire by rotation as per section 152 (6) at theforthcoming Annual General Meeting and being eligible ofi er himself for reappointment.
The Company has received declarations from each of the independent directors of theCompany confirming that he/she meets the criteria of independent in terms of theprovisions of Section 149 (6) of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.
Sh. Amit Kumar has resigned as Company Secretary cum Compliance Ofi cer of the Companywith efi ect from 31.10.2016 and Sh. K. Sukumaran has been appointed as Company Secretarycum Compliance Ofi cer of the Company in his place with efi ect from 27.03.2017.
The Independent Directors hold ofi ce for a fixed term of five years and are not liableto retire by rotation. In accordance with Section 149(7) of the Act each independentdirector has given a written declaration to the Company confirming that he/she meets thecriteria of independence as mentioned under Section 149(6) of the Companies Act 2013 andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
12. Particulars of Employees:
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014Statement of particulars of employees/Key Managerial Personnel is annexed as AnnexureI.
During the year Six(6) Board Meetings and 4 Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
14. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 SEBI Regulations 2015 theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
15. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed apolicy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
16. Vigil Mechanism / Whistle Blower Policy:
The Company has a WHISTLE BLOWER POLICY to deal with instance of unethical behavioractual or suspected fraud or violation of the Company's code of conduct if any. Thedetails of the WHISTLE BLOWER POLICY are posted on the website of the Company.
17. Corporate Social Responsibility
Section 135 of the Companies Act 2013 and rules made thereunder for the CorporateSocial Responsibility is not applicable to the Company during the financial under review.
18. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no subsidiary or joint venture or associate company.
19. Statutory Auditors:
Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 and the Companies (Audit & Auditors) Rules 2014 as amendedfrom time to time M/s. Saluja & Associates Chartered Accountants (Firm RegistrationNo. 000148N) are proposed to be appointed as Statutory Auditors of the Company for a termof five consecutive years in place of M/s MBR & Co.Chartered Accountantsthe retiringauditors."
Pursuant to Section 141 of the Companies Act 2013 and relevant Rules prescribed thereunder the Company has received certificate to the effect inter-alia that theirappointment if made would be within the limits laid down by the Act and shall be as perthe term provided under the Act that they are not disqualified for such appointment underthe provisions of applicable laws and also that the list of proceedings against them orany of their partners pending with respect to professional matter of conduct as disclosedin the certificate
20. Auditor's Report:
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
21. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. Kumar Rishi &Co. Practicing Company Secretary have been appointed Secretarial Auditors of the Company.The report of the Secretarial Auditors is enclosed as Annexure II to this report.The report is self-explanatory and do not call for any further comments.
22. Internal Audit & Controls
The Company has appointed M/s M.L. Garg & Co. as its Internal Auditors. During theyear the Company implemented their suggestions and recommendations to improve the controlenvironment. Their scope of work includes review of processes for safeguarding the assetsof the Company review of operational efi ciency efi ectiveness of systems and processesand assessing the internal control strengths in all areas.
Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efi ciency in operations. The Audit Committee periodically review internal controlsystem.
23. Prevention of Insider Trading
The Company has in place a Code of Conduct for Prevention of Insider Trading and a Codeof Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationin accordance with SEBI (Prohibition of Insider Trading) Regulations 2015.
The Code of Conduct for Prevention of Insider Trading lays down guidelines advising themanagement stafi and other connected persons on procedures to be followed anddisclosures to be made by them while dealing with the shares of RAJASTHAN PETRO SYNTHETICSLIMITED and cautioning them of the consequences of violations. The Company Secretary hasbeen appointed as the Compliance Ofi cer.
24. Risk management policy
A policy indicating development and implementation of a risk management policy for theCompany including identification therein of elements of risk this in the opinion of theBoard may threaten the existence of the company has been framed and is given on thecompany's websitewww.rspl.co.in at .
25. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies
(Management and Administration) Rules 2014 an extract of annual return in MGT 9 asa part of this Annual Report as ANNEXURE III .
The Company has not invited/neither accepted any deposits during the year under review.There was no deposit outstanding at the beginning of the year.
27. Particulars of loans guarantees or investments under section 186
No loans guarantees and investment has been granted by the Company during thefinancial year.
28. Particulars of contracts or arrangements with related parties:
There is no a related party contract or arrangement by the company during the reportingfinancial year.
29. Obligation of Company Under the Sexual Harassment of Women at Work Place(Prevention
Prohibition and Redressal) Act 2013
The provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 is not applicable to our Company as the no. of employee is below10 during the year under review.
30. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The Company has nothing to report under this heading as the Company is not presentlyinvolved in manufacturing or processing activities.
Foreign exchange earnings and Outgo
Foreign exchange earnings during the year - Nil
Foreign exchange spent during the year - Nil
31. Human Resource
There are no Industrial Relation issues during the year under review.
32. Directors' Responsibility Statement
The Board of Directors pursuant to clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 state that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(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 afi airs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufi cient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating efi ectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating efi ectively.
33. Transfer of Amounts to Investor Education and Protection Fund
The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
The directors would like to express their appreciation for the continued confidencereposed in them by the share holders of the Company and look forward to their continuedsupport.
| ||For and on behalf of the Board of Directors || |
| ||(Rishabh Goel) ||(B.R.Goyal) |
| ||Managing Director ||Director |
|Place: New Delhi || || |
|Date: 19.08.2017 || || |