AND MANAGEMENT DISCUSSION AND ANALYSIS
Rap Media Limited
Your Directors have pleasure of presenting before you the 23rd Annual Reportof your Company along with the Audited financial statements for the financial year ended31st March 2017. The Management Discussion and Analysis forms an integral partof this Directors' Report.
1. SUMMARY OF FINANCIAL RESULTS:
The Company's financial performance for the year ended 31st March 2017 issummarized below:
| || ||(In rupees) |
|PARTICULARS ||YEAR ENDED ||YEAR ENDED |
| ||31/03/2017 ||31/03/2016 |
|Revenue from Operations ||Rs.2200147/- ||Rs.43781256/- |
|Other Incomes ||Rs.135037/- ||Rs.63422/- |
|Total Revenue ||Rs.2335184/- ||Rs.43844678/- |
|Expenses excluding Depreciation Interest & Tax ||Rs.17438105/- ||Rs.22157429/- |
|Profit Before Interest Depreciation & Tax ||(Rs.15102921/-) ||Rs.21687249/- |
|Depreciation & Amortization for the year ||Rs.3478652/- ||Rs.281834572/- |
|Interest Cost ||NIL ||NIL |
|Profit/(Loss) Before Taxation ||(Rs.18581573/-) ||(Rs.260147323/-) |
|Provision for Income Tax ||NIL ||NIL |
|Provision for Deferred Tax ||NIL ||(Rs.381784/-) |
|MAT Credit Entitlement availed ||NIL ||NIL |
|Profit/(Loss) After Taxation ||(Rs.18581573/-) ||(Rs.259765539/-) |
Overall Review of the Business of the Company:
Financial Performance of the Company:
As members must be aware that the Company had entered into lease agreement with BigCinema for leasing of its property situated at Meerut. Initially the Big Cinema was promptin its payment of dues but later on they started defaulting on payments of rent. Thesituation got worst when they completely stopped paying any rental amounts. The Companyhas entered in to a fresh lease agreement with Carnival Cinemas beginning April 2017.Accordingly the financial results of the Company as on 30th June 2017 showsthe income generated from rental activities which the Company has duly recognized in itsbooks of accounts.
The necessary discussions are going on with Big Cinemas so as to come to some amicablesolution as to nonpayment of rental income for such long period and the Company is alsocontemplating the necessary legal recourse for the same.
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.
In view of the losses incurred by the Company during the financial year under reviewyour Directors express their inability to declare any dividend to its shareholders.
4. TRANSFER TO RESERVES:
In view of the losses incurred by the Company during the financial year under reviewthere is no amount proposed to be transferred to Reserves of the Company.
5. 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.
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 ||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.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE ENDOF THE FINANCIAL 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 the following:
a) Appointment of M/s. Vikrant Salunke & Associates Chartered Accountants as aStatutory Auditors of the Company to fill up the casual vacancy caused by Resignation ofM/s. Sunil Mistry & Co. Chartered Accountants existing Auditors.
8. 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;
e) The director had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
9. 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.
10. 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.
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 Companies (Disclosure of particulars in report of Board of Directors) Rules 1988or any other law as may be applicable 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.
11. 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.
b) Board Meetings:
The Board of Directors of the Company met 6 times during the year 2016- 2017. Thedetails of various Board Meetings held are on 30th May 2016 12thAugust 2016 5th September 2016 14th November 2016 25thJanuary 2017 and 14th February 2017. The gap intervening between two meetingsof the board 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 2016-2017.
d) Independent Directors:
The following independent directors are on the Board of Directors.
1. Mr. Navdeep Singh Khera
2. Mr. Chandir Gidwani
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.
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.
12. 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.
13. 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.
14. AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were accepted by theBoard.
15. 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 2016-17 as there were noappointments change in designation or increase or decrease in remuneration of any of theDirectors of the Company.
16. 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 2016-2017. The dates ofmeetings of Stakeholders' Relationship Committee are 30th May 2016 12thAugust 2016 14th November 2016 and 14th February 2017.
17. 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.
18. 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.
19. 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.
20. 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
21. INDUSTRIAL RELATIONS:
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
22. 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 31stMarch 2017.
23. 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.
24. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary during the year.
The existing Statutory Auditors M/s. Sunil Mistry & Co. Chartered Accountantshave expressed their inability to continue as Auditors of the Company and hence tenderedtheir resignation on 2nd August 2017. Accordingly the Board had approachedM/s. Vikrant Salunke & Associates Chartered Accountants to fill up the casualvacancy caused by resignation of existing auditors. M/s. Vikrant Salunke & AssociatesChartered Accountants signified their willingness to be appointed and declared theireligibility to be appointed as a Statutory Auditor of the Company.
Hence the Board of Directors in its meeting held on 5th August 2017 hasappointed M/s. Vikrant Salunke & Associates Chartered Accountants as StatutoryAuditors of the Company to fill up the casual vacancy caused by resignation of M/s. SunilMistry & Co. Chartered Accountants the existing auditors.
As per provisions of section 139(8) of the Companies Act 2013 the casual vacancycaused by resignation of statutory auditors needs to be filled by Board of Directorswithin a period of 30 days and consent of the Members of the Company be sought within aperiod of 90 days from the date of appointment of new statutory auditors by the Company.Hence the Board of Directors of the Company has thought it appropriate to accord theconsent of the members of the Company in the Annual General Meeting instead of conveningof separate general meeting for the same.
It is further proposed to re-appoint M/s. Vikrant Salunke & Associates CharteredAccountants as a Statutory Auditors of the Company to hold the office up to theconclusion of 28th Annual General Meeting as per provisions of section 139(1) of theCompanies Act 2013.
26. 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.
27. 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 2016-17. The Secretarial Audit Report is annexed to this report as Annexure"4". The Secretarial Audit Report does not contain any qualification or adverseremarks.
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 |
| ||DIN: 00043968. |
|Registered Office: || |
|Arora House || |
|16 Golf Link Union Park || |
|Khar (West) Mumbai 400 052. || |
|CIN: U65990MH1994PLC084098 || |
|Date: 4th September 2017. || |
|Place: Mumbai. || |