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Rajkamal Synthetics Ltd.

BSE: 514028 Sector: Industrials
NSE: N.A. ISIN Code: INE376L01013
BSE 00:00 | 18 Feb 4.55 0
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NSE 05:30 | 01 Jan Rajkamal Synthetics Ltd
OPEN 4.55
PREVIOUS CLOSE 4.55
VOLUME 100
52-Week high 13.65
52-Week low 4.55
P/E
Mkt Cap.(Rs cr) 3
Buy Price 4.64
Buy Qty 1000.00
Sell Price 4.55
Sell Qty 200.00
OPEN 4.55
CLOSE 4.55
VOLUME 100
52-Week high 13.65
52-Week low 4.55
P/E
Mkt Cap.(Rs cr) 3
Buy Price 4.64
Buy Qty 1000.00
Sell Price 4.55
Sell Qty 200.00

Rajkamal Synthetics Ltd. (RAJKAMALSYNTH) - Director Report

Company director report

The Members

Rajkamal Synthetic Limited

Mumbai

The Directors are pleased to present the 37th Annual Report on the businessand operations of the Company and the accounts for the Financial Year ended March 312018.

1. FINANCIAL PERFORMANCE OF THE COMPANY

The Company's financial performance for the year ended March 31 2018 is summarisedbelow:

Particulars Financial year Ended on March 31 2018 (in Rs.) Financial year Ended on March 31 2017(In Rs.)
Revenue from operation 3377744 -
Profit/(Loss) for the year 1092874 636048
Less: Provision for the Taxation (200000) (210000)
Add: Surplus/(Deficit) on Appropriation brought Forward from Previous Year (55941165) (56367213)
Profit/(Losses) carried to Balance Sheet (54990279) (55941165)

2. DIVIDEND AND RESERVES

After considering the financial results for the financial year 2017-18 your Directorsare of the opinion that it is prudent that no dividend be declared for the year underreview so that the profits earned in the financial year can be ploughed back and utilizedtowards various growth and other expansion plans.

3. SHARE CAPITAL

The paid-up equity share capital as at March 31 2018 stood at Rs. 65000000 (RupeesSix Crores Fifty lacs only). There is no change in the share capital of the company duringthe financial year.

4. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

Revenue from operation during the financial year ended on March 31 2018 was at Rs.33.74 lakhs as against Rs. Nil in the previous year. During the financial year ended onMarch 31 2018 the Company earned a Profit before Tax of Rs. 10.93 lakhs as against Rs.6.36 lakhs in the previous year.

5. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31 2018 the Company has no Subsidiary or Associate or Joint VentureCompany. There are no companies which have become or ceased to be the Subsidiary orAssociates or Joint Venture of the Company during the financial year ended on March 312018.

6. BOARD MEETINGS

During the financial year ended on March 31 2018 06 (Six) Board Meetings and 05(five) Audit Committee Meetings convened and held in accordance with the provisions of theCompanies Act 2013 and rules made there under. All the Directors actively participated inthe meetings. The details are given in the Corporate Governance Report. The interveninggap between the meetings was with the period prescribed under the law.

A meeting of the Independent Directors of Company convened and held in compliance withthe requirements of Schedule IV of the Companies Act 2013 and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

7. CORPORATE GOVERNANCE

A Report on Corporate Governance as required in terms of the provisions of Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 togetherwith the Auditor's Certificate thereon is annexed herewith.

8. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return as on March 31 2018 as prescribed under Section 92(3) of the CompaniesAct 2013 read with relevant rules is attached as "Annexure I" and forms partof this Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In terms of the provision of section 152 of the Companies Act 2013 and ofArticles of Association of the Company Mr. Abhishek Somani Director (DIN: 03014107) ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleseeks re-appointment.

• Mr. Aditya Purohit (DIN 08048528) who was appointed as an additional Director onJanuary 11 2018 has resigned from the office of the director on February 14 2018.

• Mr. Rohitash Mandhana (DIN 02479750) who was appointed as additional Director onFebruary 14 2018 and could holds office upto the date of ensuing Annual General Meetingand being eligible recommended for appointment as Independent Director of the Company.

• Ms. Renu Ajmera (DIN 08048546) who was appointed as additional Director onJanuary 11 2018 and could holds office upto the date of ensuing Annual General Meetingand being eligible recommended for appointment as Independent Director.

• All Independent Directors had furnished to the Company a declaration underSection 149(7) of the Companies Act 2013 stating that they meet criteria of Independenceas provided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.

10. BOARD EVALUATION INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas evaluation of the working of the Board and its Committees culture execution andperformance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Non-Independent Directors was carried out by the Independent Directors.The Board of Directors expressed their satisfaction with the evaluation process.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year ended on March 31 2018 the Company has not given any loanor guarantee or provided security or made investment pursuant to the provisions ofsection 186 of the Companies Act 2013

12. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. TheWhistle Blower policy has been posted on the website of the Company(www.rajkamalsynthetics.com).

13. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Theremuneration and nomination policy has been posted on the website of the Company(www.rajkamalsynthetics.com).

14. RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standardoperating procedures for the purpose of identification and monitoring of transactions withthe related parties.

The policy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-d-vis the Company.

The details of transactions entered into with the related parties are givenhere-in-below in form AOC-2 in terms of the provision of section 188(1) including certainarm's length transactions: A. Details of contract or arrangement or transactions not atarms' length basis; Nil

a. Name(s) of the related party and nature of relationship NA
b. Nature of contract /arrangements/transaction NA
c. Duration of contract /arrangements/transaction NA
d. Salient terms of contract /arrangements/transaction including the value if any NA
e. Justification for entering into such contract / arrangements/ transaction NA
f. Date(s) of approval by the Board NA
g. Amount paid as advances if any NA
h. Date on which special resolution was passed in general meeting as required under first proviso to section 188 NA
B. Details of contract or arrangement or transactions at arms' length basis:
a. Name(s) of the related party and nature of relationship NA
b. Nature of contract /arrangements/transaction NA
c. Duration of contract /arrangements/transaction NA
d. Salient terms of contract/arrangements/transaction including the value if any NA
e. Date(s) of approval by the Board NA
f. Amount paid as advances if any NA

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act 2013 the Directorsconfirm that; i. in the preparation of the Annual Accounts for the year ended March 312018 the applicable accounting standards have been followed along with proper explanationrelating to departures if any; ii. appropriate accounting policies have been selected andapplied consistently and such judgments and estimates have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat March 31 2018 and of the profit of the Company for the year ended on that date iii.proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; iv. the annualaccounts have been prepared on a "going concern" basis; v. proper internalfinancial controls are laid down and such internal financial controls are adequate andoperating effectively; vi. proper systems to ensure compliance with the provisions of allapplicable laws have been devised and such systems were adequate and operatingeffectively.

17. STATUTORY AUDIT

Gopal Sharma & Co. Chartered Accountants (Firm Registration No. 002803C) who wereappointed as the Statutory Auditors of the Company at the 36th Annual GeneralMeeting held in the year 2017 for a period of five years till the conclusion of the 41stAnnual General Meeting of the Company to be held in the year 2022 (subject to ratificationof their appointment at every AGM).

In view of Companies Amendment Act 2017 the requirement of ratification of auditor bythe members at every Annual General Meeting is now not required.

The Board accordingly recommends ratification at the ensuing Annual General Meeting byshareholders of the Company till the conclusion of the AGM of the Company to be held inthe year 2022.

Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of members.

18. COST AUDIT

Provision of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company during the financial yearunder review.

19. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed R M Mimani & Associates LLP CompanySecretaries to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is annexed herewith as Annexure – "II" and forms an integral part ofthis report.

20. INTERNAL AUDIT

As per Section 138 of the Companies Act 2013 the Company has appointed P. Agarwal& Associates Chartered Accountants as an internal auditor for the year 2018-19 toconduct the internal audit and to ensure adequacy of the Internal controls adherence toCompany's policies and ensure statutory and other compliance through periodical checksand internal audit.

21. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

Your Company has policies procedures and effective internal controls for ensuringorderly and efficient conduct of the business safeguard of its assets prevention anddetection of fraud and errors accuracy and completeness of the accounting record timelypreparation of financial statements and proper disclosure.

During the financial year such controls were tested and no reportable materialweakness in the design or operation was observed. The internal and operational audit isconducted on regular basis The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides benchmarking controls withbest practices in the industry.

22. RISK MANAGEMENT

During the financial year under review the Company has identified and evaluateselements of business risk. Consequently a Business Risk Management framework is in place.The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks. The framework has different risk models which help inidentifying risks trend exposure and potential impact analysis at a Company level as alsoseparately for business.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act 2013 read with Companies CorporateSocial Responsibility Policy Rules 2014 are not applicable to the Company during the yearunder review.

24. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees.

During the financial year under review no complaints were reported to the Board.

25. STATUTORY INFORMATION

• The information on conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 readwith the Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to theCompany during the financial year under review.

• The information required under section 197 of the Companies Act 2013 read withRule 5(1) (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company are not applicable to theCompany during the financial year ended on March 31 2018 as there is no employee otherthan Directors

• The Company has not accepted or renew any deposits within the meaning ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.

• The Business Responsibility Reporting as required under SEBI (LODR) 2015 and isnot applicable to your Company for the financial year under review.

• Disclosure as required under para F of Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are not applicable to the Company duringthe financial year.

26. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated underSEBI (LODR) Regulations 2015 is presented in a separate section forming part of thisAnnual Report for the financial year ended 31st March 2018.

27. CAUTIONARY STATEMENT

Statements in this Report Management Discussion and Analysis Corporate GovernanceNotice to the Shareholders or elsewhere in this Annual Report describing the Company'sobjectives projections estimates and expectations may constitute ‘forward lookingstatement' within the meaning of applicable laws and regulations. Actual results mightdiffer materially from those either expressed or implied in the statement depending on theMarket conditions and circumstances.

28. DISCLOSURES UNDER SECTION 134(3)(1) OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

29. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS

The Company's shares are listed with BSE Ltd. Your Company has paid the annual listingfees and there are no arrears.

30. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to thank all the stakeholders who have contributed to the successof your Company. Your Directors wish to place on record their appreciation for thecontribution made by the employees at all levels. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.

By Order of the Board of Directors
Rajkamal Synthetics Limited
Sd/- Sd/-
Ankur Ajmera Abhishek Somani
Managing Director Director
DIN: 07890715 DIN: 03014107
Place: Mumbai
Dated: August 13 2018