Your Directors have pleasure in presenting their 37th Annual Report and the AuditedFinancial Statements for the Financial Year ended March 31st 2019.
Financial summary or highlights/Performance of the Company
|Particulars ||2018-2019 ||2017-2018 |
| ||(Rs. in lakhs) ||(Rs. in lakhs) |
|Revenue from Operations ||25.00 ||29.11 |
|Other Income ||1.75 ||0.91 |
|Total Income ||26.75 ||30.02 |
|Operating Expenses ||4.20 ||10.40 |
|Employee Benefit Expense ||5.91 ||5.49 |
|Depreciation ||0.04 ||0.04 |
|Other Expense ||13.22 ||22.64 |
|Total Expense ||23.37 ||28.17 |
|Profit/ Loss before exceptional item and tax ||3.38 ||1.85 |
|Exceptional Item ||- ||- |
|Exceptional Item - Profit before tax ||3.38 ||1.85 |
|Current Tax ||0.37 ||0.59 |
|Net Profit ||3.01 ||1.26 |
2. Brief description of the Company s working during the year/State of Company s affair
During the year under review the Company undertook sub-contract work for a C & FAgent. The Company earned profit of Rs. 3.01 lakhs.
3. 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 2018-19 due toinsufficient profit.
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 Disclosures
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with the a certificate from the Auditors on its Complianceforms an integral part of this Report.
Certificate from Practising Company Secretary Certifying that none of the Directorshave been debarred or disqualified from appointed or continuing as Directors of theCompany pursuant to Regulation 34(3) read with schedule V Para C clause (10)(i) of SEBI(Listing Obligation & Disclosure Requirements) Regulations 2015 is attached to thecorporate
8. Indian Accounting 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 applicable to our Companyw.e.f 01st April 2017.
9. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 toBSE & NSE where the Company s Shares are listed.
10. 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 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 GoyalMs. Sunita Rana and Mrs. Jai Laxmi Shaktawat. The above constitution of Board of Directorsis as per Companies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. Smt. Jai Laxmi Shektawat Director retire by rotation as per section152 (6) at the forthcoming Annual General Meeting and being eligible offers herself forreappointment.
11(A) Independent Directors:
The Independent Directors hold office 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.
11(B) Declaration from Independent Directors
Your Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under the Actand SEBI (LODR) Regulations.
12. Particulars of Employees:
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Statement of particulars of employees is annexed as Annexure I.
13. Board Meetings
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 Committees
The Company has duly constituted Board level committees namely Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committee as mandatedby the applicable laws and as per the business requirements. The details with respect toBoard Committees are provided in the Corporate Governance Report of the Company whichforms part of this report
15. Board Evaluation
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 has been carried out has been explained in the CorporateGovernance Report.
16. Independent Directors Meeting
During the year under review the Independent Directors met on 25th March 2019 interalia to discuss:
Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.
Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive directors.
Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform 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 theirremuneration. 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 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.
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 underreview.
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 Annual General Meeting of the Company held on 25th September2017 appointed 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 members at each intervening Annual General Meeting. In viewof the amendment to the said section 139 through the Companies (Amendment) Act 2017notified on 7 May 2018 ratification of auditors appointment 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 2019-20 and thereafter. The members are requested 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 Act and Rules made there under M/s. Kumar Rishi &Co. Practicing Company Secretary has been appointed Secretarial Auditors of the Company.The report of the Secretarial Auditors is enclosed as Annexure II to this report. Thereport is 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 Internal Auditors. Duringthe year the Company implemented their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems 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 ongoing basis to improve efficiency inoperations. The Audit Committee periodically review internal control system.
25. Prevention of Insider Trading
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 Company isresponsible for implementation of the Code. All Board Members and the designated employeeshave confirmed compliance with the Code.
26. Risk Management Policy
A policy indicating development and implementation of a risk management policy for theCompany including identification therein of elements of risk which in the opinion of theBoard may threaten the existence of the company has been framed and is given on thecompany s website at www.rspl.co.in .
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 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE III . Further the same has been given on thecompany s website at www.rspl.co.in
The Company has 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 suchorders had been passed by the regulators or courts or tribunals impacting the goingconcern status 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 parties:
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 Workplace (Prevention Prohibition and Redressal) Act 2013is not applicable to our Company as the number of employee 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 any of the products/services ofthe Company.
35. 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
36. Human Resource
There are no Industrial Relation issues during the year under review.
37. Green Initiative
Electronic copies of Annual Report 2018-19 and the Notice of 37th Annual GeneralMeeting are sent to the members whose e-mail addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addressphysical copies are sent in the permitted mode.
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 the financial year ended 31stMarch2019 the applicable Accounting Standards and schedule III of the Companies Act2013have been followed and there are no material departures from 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 and loss of the company for that period;
(c) the directors had taken proper and sufficient 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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(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.
39. Transfer of Amounts to Investor Education and Protection Fund
The Non-convertible Debentures Redemption proceeds which were lying with IDBITrusteeship Services Ltd. (Trustees to the Non-convertible Debentures issued by theCompany) as unpaid or unclaimed 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 Conduct
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 42. Acknowledgements The Directors would like to express their appreciationfor the continued confidence reposed in them by the share holders of the Company and lookforward to their continued support.
For and on behalf of the Board of Directors Rajasthan Petro Synthetics Limited
|Place: New Delhi ||(Rishabh Goel) ||(B.R. Goyal) |
|Date: ||13.08.2019 ||Managing Director ||Chairman |
| || ||DIN: 06888389 ||DIN: 01659885 |