Your Directors have pleasure in presenting their 39th Annual Report and the AuditedFinancial Statements for the Financial Year ended March 31st 2021.
1. Financial summ ry or highlights/Performance of the Company
|Particulars ||2020-2021 ||2019-2020 |
| ||(Rs. in lakhs) ||(Rs. in lakhs) |
|Revenue from Operations ||10.00 ||29.00 |
|Other Income ||9.66 ||25.42 |
|Total Income ||19.66 ||54.42 |
|Operating Expenses ||0.6 ||3.00 |
|Employee Benefit Expense ||7.02 ||7.36 |
|Depreciation ||0.00 ||0.00 |
|Other Expense ||7.09 ||27.52 |
|Total Expense ||14.72 ||37.89 |
|Profit/ Loss before exceptional item and tax ||4.95 ||16.53 |
|Exceptional Item ||-- ||8.00 |
|Profit before tax ||4.95 ||8.53 |
|Current Tax ||0.74 ||1.55 |
|Net Profit ||4.21 ||6.98 |
2. Brief description of the Company's working during the ear/State of Company'saffair
During the year under review the Company und rtook sub-contract work for a C & FAgent. The Company earned profit of Rs. 4.21 lakh .
3. Impact of Corona Pandemic on the Operations of the Company.
The Company operation's being limited did not have any adverse impact of Coronapandemic during the year.
4. Change in the nature of business if any
There is no change in the nature of business during the year under review.
The Directors do not recommend any dividend for the financial year 2020-21 due toinsufficient profit.
No amount has been transferred to Reserves during the year.
7. Management Discussion And Analysis Report:
Pursuant to Clause 34(2) (e) of SEBI (Listing Ob igations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report is appended tothis report.
8. Corporate Governance Disclosures
In compliance with Regulation 34(3) of the Listing Regulations a separate reporton Corporate Governance along with the a certificate rom the Auditors on itsCompliance forms an integral part of this Report.
Certificate from Practising Company Secretary ertifying that non of the Directors havebeen debarred or disqualified from being appointed or continui g as Directors ofthe Company pursuant to Regulation 34(3) read with schedule V Para Cclause (10)(i) of SEBI (Listing Obligation & Disclosure Requirements) Regulations2015 is attached to the corporate Governance Report.
9. Indian Accoun ing Standards (IND AS)- IFRS Converged Standards
Pursuant to notification of Ministry of Corporate Affairs dated 16th February 2015notifying (Indian Accounting Standard) Rules 2015 IND AS is applicabl to ourCompany w.e.f 01st April 2017.
10. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2020-21 toBSE where the Company's Shares are listed.
11. Events Subsequent to the date of Financial Statements:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financialstatements relate on the date of this report.
12. Directors and Key Managerial Personnel
The Board of Directors is duly constituted with Sh. Rishabh Goel Sh. Bhagat Ram GoyalMrs. Jai Laxmi Shaktawat & rs. Priyanka.The above constitution of Board of Directorsis as per Companies Act 2013 and SEBI (Listing Obli ations & Disclosure Requirements)Regulations 2015.
Ms. Sunita Rana(Non-Executive Independent Director) expired on 01st May2021.
Mrs. Priyanka (D N: 09211460)has been appointed as Additional Director (Non-ExecutiveIndependent) of the Company for a period of years w.e.f. 30.06.2021 subject to theapproval of the Shareholders of the Company at the next Annual General Meeting." Smt.Jai Laxmi Shaktawat Director retire by rotation as per sect on 152 (6) at theforthcoming Annual General Meeting and being eligible offer himself for reappointment.
12. Particulars of Employees:
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Statement of particulars of employees is annexed as Annex re I.
13. Board Meetings
During the year Five (5) Board Meetings were convened and eld. The detail of which areiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
14. Board Committees
The Company has duly constitu ed Board level committees namely Audit Committee Nominaton and Remuneration Committee and Stakeholders Relationship Committee as mandated by theapplicable laws and as per the business requirements.
The details with respect to Board Committees ar provided in the Corporate GovernanceReport of the Company which forms part of thi report
15. Board Evaluati n
Pursuant to the provisions of the Companies Act 2013 SEBI ( Listing Obliglations andDisclosure Requirements)Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration and Compliance Committees. Themanner in which the evaluation ha been carried out has been exp ained in the CorporateGovernance Report.
RAJASTHAN PETRO SYNTHETICS LTD.
16. Independent Directors' Meeting
During the year under review the Independent irectors met on 10th March2021 interalia to discuss:
Evaluation of the performance of Non-indep ndent Directors and the Board ofDirectors as a whole.
Evaluation of the performance of the chairman of the Company taking intoaccount the view of the Executive and Non-executive directors.
Evaluation of the quality content and timelines of flow of information betweethe Management and the Board that i necessary for the Board to ef ectively and re sonablyperfor its duties.
All the Independent Directors were present at the Meeting.
17. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremunera ion. The Remuneration Policy is stated in the Corporate Governance Report.
18. Vigil Mechanism / Whistle Blower Policy:
The Company has a Whistle Blower Policy to deal with instan e of unethical behavioractual or suspected fraud or violation of the Company's code of conduct if a y. Thedetails of the Whistle Blower Policy are posted on the website of the Company.
19. Corporate Social Responsibility
Section 135 of the Companies Act 2013 and rules made thereunder of the CorporateSocial Responsibility is not applicable to the Company during the financial year underrevie .
20. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no subsidiary or joint venture or associate company.
21. Statutory Auditors:
Pursuant to the provisions of section 139 of the Companies Act 2013 the members atthe Ann al General Meeting of the Company held on 25th September2017 appoi ted M/s Saluja& Associates Chartered Accountants(Firm Registration no. 000148N) as statutoryauditors of the Company from the conclusion of 35th Annual General Meeting till theconclusion of 40th Annual General Meeting covering one term of five consecutive yearssubject to ratification by the embers at each intervening An ual General Meeting.
In view of the a endment to the said section 139 through the Companies (Amendment) Act2017 notified on 7 May 2018 ratification of auditors' a pointment is no longer required.However as required under section 142 of the Companies Act 2013 a proposal is put upfor approval of members for authorising the Board of Directors of the Company to fixAuditors' remuneration for the year 2021-22 and thereafter. The members are re uested toapprove the same.
22. 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.
23. Secretarial Audit Report
In terms of Section 204 of the A t and Rules made there under M/s. V Jhawar & Co.Practici g Company Secretary has been appoi ted Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure II to this report. The reportis self-explanatory and do not call for any further comments.
24. Internal Audit & Controls
The Company has appointed M/s MBR & Company LLP as its Inter al Auditors. Duringthe year the Company imple ented their suggestions and recomme dations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding thessets of the Company revie of operational efficiency effectiveness of s stems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoin basis to improve efficiency inoperations. The Audit Committee periodically review internal control system.
25. Prevention of Insider Tradin
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Director of the C mpany isresponsible for imple entation of the Code. All Board Members and the designated employeeshave confirmed compliance with the Code.
26. Risk Management Policy
Risk Management Policy is not applicable on our Company during the year unde review.
27. 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 20 4 an extract of annual return in MGT9 as a part o this Annual Report as ANNEXURE III .
Further the same has been given on the company's website at www.rspl.co.in
The Company h s not accepted any deposits during the year under review. There was nodeposit outstanding at the beginning of the year.
29. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
No such orders had been passed by the regulators or courts or tribunals impacting thegoing concern stat s and company's operations in future.
30. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
The audit committee periodically reviews internal control system which are designatedto assured that the overhead level are reduced to the minimum.
31. Particulars of Loans Guarantees or Investments Under Section 186
No loans guarantees and investment has been granted by the Company during thefinancial year.
32. Particulars of contracts or arrangements with related arties:
There is no a related party contract or arrangement by the company during the reportingfinancial year.
33. Obligation of Company Under the Sexual Harassment of Women at workplace(Prevention Prohibition and Redressal) Act 2013
The provisions relating to constitution of Internal Complaints Committee under theSexual Harassment of Women at orkplace (Prevention Prohibition and Redressal) Act 2013is not applicable to our Comp ny as the number of employees is below 10 during the yearunder review.
34. Maintenance of Cost Records under Sub Section (1) of Section 148 of the CompaniesAct 2013 as Specified by Central Government
The Central Government has not prescribed the maintenance of cost records under SubSection (1) of Section 148 of the Companies Act 2013 for an of the products/services ofthe Company.
35. Conservation o energy technology absor tion and foreign exchange earnings andoutgo
The Company h s nothing to re ort 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 theyear-Nil
36. Human Resource
There are no Industrial Relation issues during the year under review.
37. Green Initiative
Electronic copies of Annual Report 2020-21 and the Notice of 39th Annual GeneralMeeting are sent to the members whose e-mail addresses are registered with the Company/Depository Participant(s).
38. 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 for thefinancial year ended 31st March2021 the applicable Accounting Standards and schedule IIof the Companies Act 2013have been followed and there are no material departures from thes me (b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year nd of the profit and loss of the company for that period; (c) the directorshad taken roper and sufficient care for he maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventi g and detecting fraud and other rregularities; (d) the directors had preparethe annual accounts on a going concern basis; and (e) the directors had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are ade uate and were operating effectively.
( ) ) the directors had devised proper sy tems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
39. Transfer of Amounts to Investor Education and Protection Fund
The Non-convert ble Debentures Redemption proceeds which w re lying with IDBITrusteeship Services Ltd. (Trustees to the Non-convertible Debentures issued by theCompany) as unpaid or unclai ed for a period of Seven Years have been transferred to theInvestor Education and Protection Fund on 08th May2018.
40. Compliance with Secretarial Standards
The Company is fully compliant with the applicable Secretarial Standards (SS) viz SS-1& SS-2 on meetings of the Board of Directors and General Meetings respectively.
41. Code Of Cond ct
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees. The Code has been posted on the Company's websitewww.rpsl.co.in
The Directors would like to express their appreciation for the continued confi encereposed in them by the share holders of the C mpany and look forward to their continuedsupport.
| ||For and on behalf of ||the Board of Directors |
| ||Rajasthan Petro Synt ||hetics Limited |
|Place: New Delhi || || |
|Date: 13.08.2021 || || |
| ||(Rishabh Goel) ||(B.R. Goyal) |
| ||Managing Director || |
| || ||Chairman |
| ||DIN: 06888389 ||DIN: 01659885 |