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Rap Media Ltd.

BSE: 531583 Sector: Infrastructure
NSE: N.A. ISIN Code: INE483D01014
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NSE 05:30 | 01 Jan Rap Media Ltd
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VOLUME 900
52-Week high 6.65
52-Week low 1.91
P/E 6.45
Mkt Cap.(Rs cr) 1
Buy Price 2.00
Buy Qty 9950.00
Sell Price 1.91
Sell Qty 50.00
OPEN 2.00
CLOSE 2.00
VOLUME 900
52-Week high 6.65
52-Week low 1.91
P/E 6.45
Mkt Cap.(Rs cr) 1
Buy Price 2.00
Buy Qty 9950.00
Sell Price 1.91
Sell Qty 50.00

Rap Media Ltd. (RAPMEDIA) - Director Report

Company director report

To

The Members

Rap Media Limited.

Your Directors have pleasure of presenting before you the 25th Annual Report of yourCompany along with the Audited financial statements for the financial year ended 31stMarch 2019. The Management Discussion and Analysis forms an integral part of thisDirectors' Report.

1. SUMMARY OF FINANCIAL RESULTS:

The Company's financial performance for the year ended 31st March 2019 is summarizedbelow:

PARTICULARS Year Ended 31st March 2019 Year ended 31st March 2018.
Revenue from Operations Rs.21253890/- Rs.47139674/-
Other Incomes
Comes Rs.148279/- Rs.848815/-
Total Revenue Rs.21402169/- Rs.47988489/-
Expenses excluding Depreciation Interest & Tax Rs.18608609/- Rs.37068107/-
Profit Before Interest Depreciation & Tax Rs.2793560/- Rs.10920382/-
Depreciation & Amortization for the year Rs.2460984/- Rs.2815326/-
Interest/ Finance Cost Rs.347491/- Rs.89645/-
Profit/(Loss) Before Taxation (Rs.14915/-) Rs.8015411/-
Provision for Income Tax NIL NIL
Provision for Deferred Tax (Rs.142999/-) (Rs.130819/-)
MAT Credit Entitlement availed NIL NIL
Profit/(Loss) After Taxation Rs.128084/- Rs.8146230/-

2. OPERATIONS:

Overall Review of the Business of the Company:

Financial Performance of the Company:

During the year the Company has achieved a total turnover of Rs.21253890/- ascompared to Rs.47139674/-.

The Company has incurred loss of Rs.14915/- during the financial year.

Your Director strives to achieve better performance in the future taking maximumefforts to control the costs and optimize the results in the coming years.

Details of previous financial year's turnover:

As the shareholders are bound to compare the figures of total turnover of lastfinancial year with that of current year's the management is of the view to clarify thedetails of previous financial year's turnover.

The financial results of the Company for quarter ended 31st December 2017 reflectsthe total revenue of Rs.4 Crores which has been apportioned out of the final settlementof ongoing dispute with Carnival Cinema Private Limited.

In the recent past the Company tried to sell off its Mall at Agra and against which ithas received an advance of Rs.11 Cr. from the potential buyer. The potential buyerhappened to be the Carnival Cinema Private Limited who had also taken on the lease themall at Meerut. The Carnival was having outstanding of around 5 Cr. against the Rent forusing the property at Meerut. The same never received and the Company has appropriated thesame against the advance received from them against the proposed purchase of property atAgra.

This matter went into dispute and finally after having rounds of discussions andnegotiations the Company has finally paid off Rs.2.25 Cr. to Carnival Cinema against thefinal settlement of dispute. Accordingly out of Rs.11 Cr. Rs.5 Cr. were apportionedagainst the Rents dues from Carnival Cinema for the use of Meerut mall and Rs.1.75 Cr.were paid and remaining amount has been apportioned as revenue of the Company. The finalprofit of Rs.3.75 Cr. in the financial results is merely an accounting treatment of theincome and money already received in the past. The Company has not earned any income assuch from its operations.

The profit arising is merely out of the accounting treatment of the whole settlementand hence there is no actual realization of any money or profit as such.

Future Outlook:

You will also appreciate the fact that the Management has no control over the marketforces and all are aware of the challenging times faced by Real Estate players. Even themajor players like DLF DB Realty Unitech etc. are highly stressed. The only silverlining in our case is that the Company is having "Zero Debt" and has been ableto weather all the storms.

The Management and Board of Directors are striving and committed to bring the Companyto the right track and bring back the prosperity which the Shareholders have once seen andhave relied upon.

Your Director strives to achieve better performance in the future taking maximumefforts to control the costs and optimize the results in the coming years.

3. Significant Events during the financial year:

There are no significant events during the financial year.

4. DIVIDEND:

In view of strengthening its financial position and to fund its ongoing projects theBoard of Directors of the Company is of the view to plough back the profits of the Companyin to the business.

5. TRANSFER TO RESERVES:

Your Directors do not propose to carry any amount to any reserves during the financialyear.

6. ACCEPTANCE OF DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

7. DIRECTORS:

The Board of Directors of the Company at present comprises in all 4 Directors whohave wide and varied experience in different disciplines of corporate functioning.

The details are as below:-

Sr. No. Name of the Director & DIN No. Designation
1. Mr. Rupinder Singh Arora - DIN No. 00043968 Chairman & Managing Director
2. Mr. Chandir Gidwani - DIN No. 00011916 Independent Director
3. Mr. Navdeep Singh Khera - Din No.00362310 (Up to 14th June 2019) Independent Director
4. Ms. Ritika Rupinder Arora - DIN No. 00102510 Director

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.

During the financial year under review there are no changes in the composition of theBoard of Directors of the Company.

Whereas Mr. Navdeep Singh Khera Independent Director of the Company has vacated theoffice of the Director pursuant to provisions of section 167 after incurring thedisqualification pursuant to provisions of section 164(2) of the Companies Act 2013. Hevacated the office of the Directorship with effect from 14th June 2019.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT:

There are no significant events affecting the financial position between the end of thefinancial year and date of the Report except vacation of office of Director by Mr.Navdeep Singh Khera as an Independent Director of the Company due to he beingdisqualified pursuant to provisions of section 164 of the Companies Act 2013.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of section 134(3)(c) of the Companies Act 2013 the Directorsconfirm that to the best of their knowledge and belief:

In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures;

a) 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;

b) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

c) The director had prepared the annual accounts on going concern basis; and

d) The director had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;

10. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility (CSR) are not applicable to the Company as the Company has posted losses.

11. DISCLOSURE AS PER THE SECTION 134 OF THE COMPANIES ACT 2013 READ WITH RULE 8 OFTHE COMPANIES (ACCOUNTS) RULES 2014:

a) Extract of Annual Report:

The extract of Annual Report in the Form MGT-9 is annexed to this report as Annexure"1".

b) Declaration by Independent Directors:

The Board has received the declaration from all the Independent Directors as per theSection 149(7) of the Companies Act 2013 and the Board is satisfied that all theIndependent Directors meet the criteria of independence as mentioned in Section 149(6) ofthe Companies Act 2013 except Mr. Navdeep Singh Khera who was disqualified pursuant tosection 164(2) of the Companies Act 2013 with effect from 31st October 2018 to 30thOctober 2023.

c) Company's Policy on Directors appointment and Remuneration:

The Nomination Remuneration and Compensation Committee has put in a place the policy onboard diversity for appointment of directors taking into consideration qualification andwide experience of the directors in the fields of banking finance regulatoryadministration legal commercial vehicle segment apart from compliance of legalrequirements of the Company.

The remuneration policy of the Company has been so structured in order to match themarket trends of the Real Estate Construction and Mall management industry. The Board inconsultation with the Nomination and Remuneration & Compensation Committee decides theremuneration policy for Directors. The Company has made adequate disclosures to themembers on the remuneration paid to Directors from time to time. Remuneration/ Commissionpayable to Directors is determined by the contributions made by the respective Directorsfor the growth of the Company.

The Policy of the Company on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters as required under Section 178 sub-section 3 of the Companies Act 2013is available. We affirm that the remuneration paid to the Directors is as per the termslaid out in the nomination and remuneration policy of the Company.

d) Board Evaluation:

As required under the provisions of Section 134(3)(p) and Regulation 27 of the ListingRegulations the Board has carried out an annual performance evaluation of its ownperformance and the manner in which such performance evaluation was carried out is asunder:

The performance evaluation framework is in place and has been circulated to all thedirectors to seek their response on the evaluation of the entire Board and independentdirectors. The Nomination Remuneration and Compensation Committee have carried outevaluation of director's performance. The criteria of evaluation is exercise ofresponsibilities in a bona fide manner in the interest of the Company striving to attendmeetings of the Board of Directors/ Committees of which he/she is a member/ generalmeetings participating constructively and actively in the meetings of the Board /committees of the Board etc.

e) Particulars of Contracts or Arrangements with Related Parties:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no othermaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

f) Risk Management Policy:

During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board.

The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.

g) Whistle Blower Policy/Vigil Mechanism:

The Company has established a whistle-blower policy and also established a mechanismfor directors and employees to report their concerns.

h) Financial Summary/Highlights:

The details are spread over in the Annual Report as well as are provided in thebeginning of this report.

i) Internal Financial Control System and their Adequacy:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit reports are reviewed by Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

j) Conservation Of Energy Technology Absorption & Foreign Exchange Earning AndOutgo:

Particulars as prescribed under section 134 (3) (m) of the Companies Act 2013 readwith the Rule 8 (3) of Companies (Accounts) Rules 2014 or any other law as may beapplicable are given in Annexure "2" enclosed.

k) Particulars Of Loans Guarantees And Investments U/S 186:

There are no instances of loans guarantees or investments under section 186 of theCompanies Act 2013. The details of the investments made by company are given in the notesto the financial statements.

12. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL & COMMITTEES OFDIRECTORS

a) Board of Directors:

As members must be aware that at present the Board of Directors is consists of 4Directors namely Mr. Rupinder Singh Arora as Chairman and Managing Director Mr. ChandirGobind Gidwani as Director Mr. Navdeep singh Khera as Director and Ms. Ritika Arora asDirector of the company.

Mr. Navdeep Singh Khera Independent Director of the Company has vacated the office ofthe Independent Director on 14th June 2019 pursuant to provisions of section 168 of theCompanies Act 2013 upon he becoming disqualified pursuant to provisions of section 164(2)of the Companies Act 2013.

b) Board Meetings:

The Board of Directors of the Company met 6 times during the year 2018-2019. Thedetails of various Board Meetings held are on 30th May 2018 25th August 2018 14thNovember 2018 and 14th February 2019. The gap intervening between two meetings of theboard is as prescribed in the Companies Act 2013.

c) Changes in Directors & Key Managerial Personnel:

There have been no changes in the Directors and Key Managerial Personnel during theFinancial Year 2018-2019.

Mr. Navdeep Singh Khera Independent Director of the Company has vacated the office ofthe Independent Director on 14th June 2019 pursuant to provisions of section 168 of theCompanies Act 2013 upon he becoming disqualified pursuant to provisions of section 164(2)of the Companies Act 2013.

d) Independent Directors:

The following independent directors are on the Board of Directors.

1. Mr. Navdeep Singh Khera (up to 14th June 2019)

2. Mr. Chandir Gidwani

Mr. Navdeep Singh Khera Independent Director of the Company has vacated the office ofthe Independent Director on 14th June 2019 pursuant to provisions of section 168 of theCompanies Act 2013 upon he becoming disqualified pursuant to provisions of section 164(2)of the Companies Act 2013.

The Company has received necessary declarations from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 except Mr. NavdeepSingh Khera who was disqualified pursuant to section 164(2) of the Companies Act 2013with effect from 31st October 2018 to 30th October 2023..

e) Details of remuneration to Directors:

The information relating to remuneration of directors as required under Section 197(12)of the Companies Act 2013 is provided in the report.

f) Board Committees:

The Company has the following Committees of the Board along with details of itscompositions

Sr. No. Name of the Committee Members of the Committee
1. Audit Committee Mr. Navdeep Singh Khera - Chairman
Ms. Ritika Arora- Member
Mr. Chandir Gidwani - Member
2. Nomination and Remuneration Committee Mr. Navdeep Singh Khera - Chairman
Ms. Ritika Arora- Member
Mr. Chandir Gidwani - Member
3. Stakeholders' Relationship Committee Mr. Chandir Gidwani - Chairman
Mr. Navdeep Singh Khera - Member
Ms. Ritika Arora - Member

The further details as to number of meetings of the committees their dates etc areprovided in the Corporate Governance Report.

13. MEETING OF BOARD OF DIRECTORS:

There were six meetings of the Board of directors during the year. The gap interveningbetween two meetings of the board is as prescribed in the Companies Act 2013.

14. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

The Audit committee comprises of Mr. Navdeep Singh Khera (Chairman) Mr. ChandirGidwani (Member) both independent Directors and Ms. Ritika Arora (Member) of the Company.There were four meetings of the Audit Committee during the year.

15. AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by theBoard.

16. NOMINATION REMUNERATION AND COMPENSATION COMMITTEE:

The Nomination Remuneration and Compensation Committee comprises of Mr. Navdeep SinghKhera (Chairman) Mr. Chandir Gidwani (Member) both independent Directors and Ms. RitikaArora (Member) of the Company. There was no meeting of Nomination Remuneration andCompensation Committee was conducted during the year 2018-19 as there were noappointments change in designation or increase or decrease in remuneration of any of theDirectors of the Company.

17. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of Mr. Chandir Gidwani (Chairman)Mr. Navdeep Singh Khera (Member) both independent Directors and Ms. Ritika Arora (Member)of the Company. The Committee met four times during the year 2018-2019. The dates ofmeetings of Stakeholders' Relationship Committee are 30th May 2018 11th August 201814th November 2018 and 14th February 2019.

18. CORPORATE GOVERNANCE:

Pursuant to newly applicable SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the provisions of Corporate Governance comprising the regulationscontained in Chapter IV i.e. Regulation 15 to 27 are not applicable to the Company as theCompany falls under the exemption criteria of having a paid up share capital of less thanRs.10 Crores or having net worth less than Rs.25 Cr. the Company is not required tocomply with any of the provisions of the Corporate Governance Report including the variousdisclosures in the Annual Report.

19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF").

As required under the provisions of Section 205A and 205C and other applicableprovisions of Companies Act 1956 (the corresponding provisions in the Companies Act 2013have not been notified and hence the earlier law is still applicable in respect of theseprovisions) dividends that remain unpaid/unclaimed for a period of seven years are to betransferred to the account administered by the Central Government viz: "InvestorProtection and Education Fund".

During the year there were no transfer made on account of IEPF also there were no anyunclaimed dividend remained in the bank account so far.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year there were no significant and material orders passed by the Regulatorsor Courts except the information of Court Cases and orders passed by the RegulatoryAuthorities as disclosed in the Notes to the Accounts part of this Report.

21. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

As per requirement of Sexual Harassment of Woman at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company has already maintained internal policy to preventwomen's harassment at work place and covered all employees so they could directly makecomplaints to the management or Managing Director and other members of the Board ofDirectors and Key Managerial Personals if such situation arises. The management andCommittee together with confirm total number of complaints received and resolved duringthe year is as follows:

a) No. of complaints received: NIL

b) No. of complaints disposed: NIL

22. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

23. DIRECTORS' DISQUALIFICATION:

None of the directors of the Company is disqualified as per the provision of section164(2) of the Companies Act 2013 or any other law as may be applicable as on 31st March2019 except Mr. Navdeep Singh Khera who was disqualified pursuant to section 164(2) ofthe Companies Act 2013 with effect from 31st October 2018 to 30th October 2023.

24. HUMAN RESOURCES:

None of the employees of the Company had drawn remuneration in excess of the limitsprescribed In terms of the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 or any other law as may be applicable.

The relation between employees and management are cordial during the year.

25. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary during the year.

26. AUDITORS:

M/s. Vikrant Salunke & Associates Chartered Accountants Pune having FirmRegistration No.128704W who were appointed as the Statutory Auditors of the Company for aperiod of five years from the conclusion of 23rd Annual General Meeting till theconclusion of 28th Annual General Meeting.

Pursuant to notification issued by Ministry of Corporate Affairs on 7th May 2018amending section 139 of the Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the members at every AGM has been omitted andhence your Company has not proposed ratification of appointment of M/s. Vikrant Salunke& Associates Chartered Accountants Pune at the forthcoming AGM.

27. AUDITORS' REPORT:

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

28. SECRETARIAL AUDIT:

The Board had appointed M/s. DSM & Associates Company Secretaries to carry outSecretarial Audit under the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for thefinancial year 2018-19. The Secretarial Audit Report is annexed to this report as Annexure"4".

The Secretarial Audit Report does qualification and reply of management to that it asfollows:

1. It is observed that the notices and agenda of the Board meeting was not circulatedto the Board of Directors seven days in advance as required under the SecretarialStandards:

At present the secretarial work of the Company is handled by Company Secretary of theCompany who happens to be very old employee of the Company. Due to his ill health heattends the office less frequently and as and when required. Hence depending upon thesefactors the Company may have failed to send the notice and agenda to the Board ofDirectors well in advance but the Company has always filed the necessary intimations anddisclosures to the BSE.

2. The Website of the Company was not showing full disclosures as require under theSEBI LODR and other regulations.

During the year the website of the Company was under maintenance for some time. TheCompany has opted services of different service provider in this regards and hence thetakeover of matter from previous service provider delayed the updation of website forquite some time.

3. The Shareholding pattern for quarter ended 31st December 2018 was filed on 22ndJanuary 2019 instead of 21st January 2019 hence causing the delay of 1 day incompliance of reg.31 of the SEBI LODR Regulations 2015.

It was a technical mistake from RTA's side as to updating its Annual MaintenanceCharges for its services in its system hence causing the delay in receipt of shareholdingpattern in time.

4. Navdeep Singh Khera who was disqualified pursuant to section 164(2) of the CompaniesAct 2013 with effect from 31st October 2018 to 30th October 2023 has vacated theoffice of the Company on 14th June 2019 and the Company is required to appoint newIndependent Director to fill up the casual vacancy.

The vacation of office is the act needs to be initiated by the concerned director andthe Company can do the necessary filing of intimation of his vacation of office only afterreceipt of his notice of vacation.

The Company is searching for suitably experienced person to act as an IndependentDirector but considering the recent dips in the operations of the Company the Company isfinding it very difficult to appoint someone as an Independent Director.

29. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude to all ShareholdersInvestors clients vendors bankers Regulatory and Government authorities StockExchanges and business associates for their cooperation encouragement and continuedsupport extended to the Company. Your Directors also wish to place on record theirappreciation to the Associates for their continuing support and unstinting efforts inensuring an excellent all round operational performance at all levels.

By Order of the Board
For Rap Media Limited
Sd/-
Rupinder Singh Arora
Chairman & Managing Director
Date: 5th September 2019. DIN: 00043968.
Place: Mumbai.
Registered Office:
Arora House
16 Golf Link Union Park
Khar (West) Mumbai - 400 052.
CIN: U65990MH1994PLC084098