To The Members
The Directors of your company have pleasure in presenting to you the 43rdAnnual Report together with the Audited Statements of Accounts for the year ended on 31stMarch 2021.
(Amount in Rupees)
| ||Current Year ||Previous Year |
|Particulars ||2020-2021 ||2019-20 |
|Income from Operations & Other income ||6273149 ||9591978 |
|Less: Total Expenses ||6198994 ||9481169 |
|Profit before Depreciation and Taxes ||74155 ||110809 |
|Less: Depreciation ||43627 ||23296 |
|Profit before tax ||30528 ||87513 |
|Less: Current Tax ||8000 ||26000 |
|Less: Income Tax Adjustment of earlier ||11561 ||2892 |
|Years || || |
|Profit after Tax ||34089 ||58621 |
|Add: Balance brought forward ||6709669 ||6651050 |
|Less: Proposed Equity Dividend ||- ||- |
|Less: Tax on Proposed Dividend ||- ||- |
|Balance carried to Balance Sheet ||6743758 ||6709669 |
Due to the vulnerabilities of our domestic economy & the global market dislocationincluding on the back of the COVID-19 pandemic in March 2021 the Company has recordedlower total income of Rs. 6273149/- as compared to Rs. 9591978/- for the previous yearand lower Net Profit after tax of Rs. 34089/- for the year as compared to the profits ofRs. 58621/- in the previous year.
The Company has started financial advisory services and business for mutual investmentsand loan against property.
The board of directors are bullish on the financial services business and expectquantum increase in business activity in the coming quarters.
In order to plough back the entire profits after tax into the business of the company.No dividend was recommended by the board of directors.
The paid up equity capital as on March 31 2021 was Rs. 13100000/- during the yearunder review. The company got the listing approval from BSE on 16th April 2021for 350000 equity shares which were allotted to non-promoters. The trading approval forsuch shares was received on 22nd June 2021.
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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.The details of the investments made by company isgiven in the notes to the financial statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF I ANDITS FUTURE OPERATIONS:
There are no significant material orders passed by the Regulators or Courts orTribunals which would impact the going concern status or future operations of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman of the Company. The Internal Auditor appointed by the Company viz. Shri.Neel Kumar Jain monitors and evaluates the efficacy and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies at all locations of the Company. The Audit Committee of the Board addressessignificant issues raised by both the Internal Auditors and Statutory Auditors.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
As per the provisions of the Companies Act 2013 Smt. Nina Ranka (DIN: 00937698)retires by rotation at the ensuing Annual General Meeting and being eligible has offeredherself for re-appointment. The Board recommends her re-appointment.
The necessary resolution for the appointment of Smt. Nina Ranka (DIN: 00937698) is alsobeing placed before the members for their consideration at the forthcoming Annual GeneralMeeting.
Mr. Kanishk Ranka (DIN 06967647) ceased to be the director of the company w.e.f. 13thFebruary 2021
The Board on recommendation of Nomination and Remuneration Committee is pleased toappoint Smt. Nina Ranka (DIN: 00937698) as the Managing Director of the Company for aperiod of five years from 13th August 2021 to 12th August 2026.
As per the provisions of the Companies Act 2013 Independent Directors are required tobe appointed for a term of five consecutive years and shall not be liable to retire byrotation. Accordingly Shri. Niraj Rathore (DIN 01280510) and Shri. Jitendra Nigam (DIN02464973) are proposed to be appointed as Independent director for a term of five yearsfrom 13th August 2021 to 12th August 2026.
Shri. Arun Jain (DIN 02540343) who was appointed as an Independent Director of theCompany for a term of 5 years upto 29th September 2021 by the shareholders andin respect of whom the Company has received a notice in writing from the Director underSection 160 of the Companies Act 2013 proposing his candidature for the office of aDirector be and is hereby re-appointed as an Independent Director of the Company notliable to retire by rotation for a second and final term of 5 (five) years effectiveimmediately after expiry of his current term on 29th September 2021 i.e. from30th September 2021 to 29th September 2026.
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations 2015the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Nomination & RemunerationCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and SEBI Listing Regulations and the relevant rules. In theopinion of the Board they fulfill the conditions of independence as specified in the Actand Rules made thereunder and are independent of the Management.
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.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 5 (Five) Board Meetings and 4 (four) 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 2013except the gap between last board meeting and Audit Committee meeting dated February 122020 for financial year 2019-20 and the first board meeting and Audit Committee meetingdated June 29 2020 for financial year 2020-21 was more than 120 days but in view of theextension granted by the Ministry of Corporate Affairs vide general circular no. 11/2020dated March 24 2020 and by the Securities and Exchange Board of India vide circular no.SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19 2020 and circular no.SEBI/HO/CFD/CMD1/CIR/P/2020/110 dated June 26 2020 the same was complied.
CONSERVATION OF ENERGY:
The Company's operations are not energy-intensive and as such involve low energyconsumption. However adequate measures have been taken to conserve the consumption ofenergy.
The Operations of the company do not involve any kind of special technology and therewas no expenditure on research & development during this financial year. However yourcompany continues to upgrade its technology (computer technology and telecominfrastructure) in ensuring it is connected with its clients across the globe.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS
Your Company continues to take new initiatives to further align its HR policies to meetthe growing needs of its business. People development continues to be a key focus area ofthe Company. The industrial relations in all the units of the Company remained cordial andpeaceful throughout the year.
DIRECTOR RESPONSIBILITY STATEMENT
In terms of Section 134(3)I and 134 (5) of the Companies Act 2013 the directors wouldlike to state that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large except KMP remuneration. The disclosure of materialRelated Party Transaction in FORM AOC-2 is given in Annexure A to this report.
The Company does not have any subsidiary.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility. The Company has a Fraud Risk and Management Policy to dealwith instances of fraud and mismanagement if any. The FRM Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. A high level Committee hasbeen constituted which looks into the complaints raised. The Committee reports to theAudit Committee and the Board.
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 Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website www.rapidinvestments.co.in The Code lays down the standard procedureof business conduct which is expected to be followed by the Directors and the designatedemployees in their business dealings and in particular on matters relating to integrity inthe work place in business practices and in dealing with stakeholders. The Code givesguidance through examples on the expected behavior from an employee in a given situationand the reporting structure. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code. All Management Staff were given appropriatetraining in this regard.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to Regulation 25 of the Listing Regulations 2015 the Company has afamiliarization programme for Independent Directors with regard to their role rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. The Board Members are provided with all necessarydocuments/ reports and internal policies to enable them to familiarize with the Company'sprocedures and practices. Periodic presentations are made at the Board and Boardconstituted Committee Meetings pertaining to business and performance updates of theCompany global business environment business strategies and risks involved. Directorsattend training programmes/ conferences on relevant subject matters and keep themselvesabreast of the latest corporate regulatory and industry developments.
STATUTORY AUDITORS AND STATUTORY AUDITORS' REPORT
The term of office of M/s. Bhatter & Co. Chartered Accountant Mumbai (Firm Reg.No. 131092W) who were appointed as the Statutory Auditors of the Company expires uponconclusion of the ensuing Annual General Meeting of the Company. Pursuant to theprovisions of Section 139 and 142 of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 M/s. Aneesh Jain & Co. Chartered Accountants (FirmRegistration No. 020778C) are proposed to be appointed as Statutory Auditors of theCompany. They have signified their assent and confirmed their eligibility to be appointedas Auditors in terms of the provisions of Section 141 of the Companies Act 2013 and Rule4 of the Companies (Audit and Auditors) Rules 2014.
The Board on the recommendations of the Audit Committee have resolved to place theproposal of Appointment of M/s. Aneesh Jain & Co. Chartered Accountants (FirmRegistration No. 020778C) as the Statutory Auditors for a term of five consecutive yearsi.e. from the conclusion of ensuing AGM till the conclusion of 48th AnnualGeneral Meeting on a remuneration (including terms of payment) fixed by the Board ofDirectors of the Company based on the recommendation of the Audit Committee plusapplicable taxes as may be applicable and reimbursement of all out-of-pocket expenses inconnection with the audit of the accounts of the Company for the years ending March 312022 up to March 31 2026.
OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2021:
|Basis of Qualified Opinion of Statutory Auditor ||Management's Reply |
|As per terms of Notification No.DNBS.132/CGM(VSNM)-99 dated April 21 1999 the minimum NOF requirement for NBFC companies are required to obtain a Certificate of Registration (COR) from the Bank to commence/carry on business of NBFI in terms of Section 45-IA of the RBI Act 1934 of Rs. 200 lakhs by the end of March 2017. ||The Company is in process to comply with the above notification and others related details. |
|NBFC Licence of the company is cancelled but the NOF of company as on 31st March 2021 more than the amount of Rs. 200 lakhs. ||The Company is in process to comply with the above notification and others related details. |
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Pankaj & Associates a firm of Company Secretaries in practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit report of the Company for thefinancial year ended 31st March 2021 in the prescribed form MR-3 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedherewith as "Annexure B".
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. There are no major observations made by the Auditor in theReport except the following:
1. As per Section 101 of Companies Act 2013 the company failed to send the noticeof AGM to most of the shareholders either in writing or electronic mode.
2. The Company does not have website updated with required information underListing Obligations and Disclosure Requirements) Regulations 2015.
3. Rule 10 and Rule 20(3)(v) of Companies (Management and Administration) Rules2014 which requires the Company to give advertisement for a) Closure of register ofmembers) to publish the Notice of E-voting respectively and Regulation 47 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 which requires theintimation of Board Meeting to consider and approve the financial results in at least onevernacular newspaper in the principal vernacular language of the district in which theregistered office of the company is situated and at least once in English language in anEnglish Newspaper having a wide circulation in that district were not complied by theCompany. However communication on each matter is done in writing with shareholders holding99.79% shares.
4. As per requirement of Secretarial Standard on Board meetings (SS-1) &General Meetings (SS-2) the maintenance & preservation of minutes of Board &General Meetings (SS-5) are not strictly followed.
5. As per terms of Notification No.DNBS.132/CGM(VSNM)-99 dated April 21 1999 theminimum Net Owned Funds (NOF) requirement for NBFC companies are required to obtain aCertificate of Registration (COR) from the Bank to commence/carry on business of NBFI interms of Section 45-IA of the RBI Act 1934 of Rs. 200 lakhs by the end of March 2017.
6. NBFC Licence of the company is cancelled but the NOF of company as on 31stMarch 2021 is more than the amount of Rs. 200 lakhs. However the company would ensure infuture that all the provisions will be complied to the fullest extent.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".
BUSINESS RISK MANAGEMENT:
Integrated enterprise risk management framework is in existence under which the commonprevailing risks in the Company are identified the risks so identified are reviewed onperiodic basis by the Audit Committee and the management's actions to mitigate the riskexposure in a timely manner are assessed.
A risk management policy under the above said enterprise risk management framework asapproved by the Board has been adopted by the Company and being reviewed on yearly basis.
At present the company has not identified any element of risk which may threaten theexistence of the company.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company draws remuneration more than the limits prescribedunder the Companies Act 2013.
REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 AND OTHER APPLICABLE PROVISIONS:
There are no employees covered under these rules and hence the said provision is notapplicable.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS: TheCorporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure D and Annexure E togetherwith the Certificate from the auditors of the Company regarding compliance with therequirements of Corporate Governance as stipulated in Listing Regulations.
Your Board of Directors would like to place on record its sincere appreciation for thewhole hearted support and contributions made by Auditors Banks Financial InstitutionsSuppliers and other Business Associates towards the conduct of the operations of theCompany.
For and on behalf of the Board
| ||Sd/- |
|Place: Mumbai ||Nina Ranka |
|Date: 13.08.2021 ||Managing director |
| ||DIN: 00937698 |