The Directors of your company have pleasure in presenting to you the 41stAnnual Report together with the Audited Statements of Accounts for the year ended on 31 stMarch 2019.
(Amount in Rupees)
| ||Current Year ||Previous Year |
|Particulars ||2018-19 ||2017-18 |
|Income from Operations & Other income ||12743623 ||9371685 |
|Less: Total Expenses ||11078447 ||3882979 |
|Profit before Depreciation and Taxes ||1665177 ||5488706 |
|Less: Depreciation ||570 ||257 |
|Profit before tax ||1664607 ||5488449 |
|Less: Current Tax ||450000 ||1453600 |
|Less: Income Tax Adjustment of earlier || || |
|years ||- ||(1290) |
|Profit after Tax ||1214607 ||4036139 |
|Add: Balance brought forward ||5436443 ||1400304 |
|Less: Proposed Equity Dividend ||- ||- |
|Less: Tax on Proposed Dividend ||- ||- |
|Balance carried to Balance Sheet ||6651050 ||5436443 |
During the year under review the Company has recorded higher total income of Rs.12743623/- as compared to Rs. 9371685/- for the previous year and lower Net Profitafter tax of Rs. 1214607/- for the year as compared to the profits of Rs. 4036139/- inthe 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 2019 was Rs. 13100000/- during the yearunder review. The company has allotted 350000 equity shares of Rs.10/- each at a premiumof Rs.2/25 per share on a preferential basis to non- promoters. The listing applicationfor the said shares was made to BSE Limited & the approval is awaited.
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. PARTICULARSOF LOANS GUARANTEES OR INVESTMENTS: The company has not given any loans or guaranteescovered under the provisions of section 186 of the Companies Act 2013.The details of theinvestments made by company is given in the notes to the financial statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THECOMPANY ANDITS FUTURE OPERATIONS:
The Reserve Bank of India has vide its order dated 5th July 2018 cancelledthe registration of NBFC under section 45-IA of the RBI Act 1934 on 28thJune 2018 for non-compliance of minimum net owned funds of Rs.2 crores. Except thisthere are no significant material orders passed by the Regulators or Courts or Tribunalswhich 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.Amit Kumawat monitors and evaluates the efficacy and adequacy of internal control systemin the Company its compliance with operating systems accounting procedures and policiesat all locations of the Company. The Audit Committee of the Board addresses significantissues raised by both the Internal Auditors and Statutory Auditors.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
As per the provisions of the Companies Act 2013 Shri. Kanishk Ranka (DIN: 06967647)retires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment. The Board recommends his re-appointment.
The necessary resolution for the appointment of Shri. Kanishk Ranka (DIN: 06967647) isalso being placed before the members for their consideration at the forthcoming AnnualGeneral Meeting.
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.
During the year 7 (Seven) Board Meetings and 4 (four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. CONSERVATION OF ENERGY: The Company's operations are notenergy-intensive and as such involve low energy consumption. However adequate measureshave been taken to conserve the consumption of energy.
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)(c) and 134 (5) of the Companies Act 2013 the directorswould like to state that: i) In the preparation of the annual accounts the applicableaccounting standards have been followed. ii) The directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that werereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit or loss of the Company for theyear under review. iii) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. iv) The directors have prepared the annual accounts on a goingconcern basis. v) The directors had laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and were operatingeffectively. vi) The directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.
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
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Bhatter & Co. Chartered Accountant Mumbai(Firm Reg. No. 131092W) has been appointed by the Shareholders at the 39thAnnual General Meeting of the Company held on 11 September 2017 for a period of 5 yearsi.e. upto conclusion of 44th Annual General Meeting of the Company subject toratification by Shareholders at every Annual General Meeting as per the provisions of theCompanies Act 2013 ['Act'].
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 2019 in the prescribed form MR-3 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith 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. The company has sent notice of AGM to shareholders holding 99.71% of the shareseither in writing or electronic mode in contravention of Section 101 of Companies Act2013.
2. Under Section 177(10) of Companies Act 2013 the Company has a vigil mechanismnamed Fraud and Risk Management Policy but the details of establishment of such mechanismhas not been disclosed on the website of the company.
3. Under Section 203 of the Companies Act 2013 requires Appointment of KeyManagerial
Personnel (KMP) by the Company. As on 31st March 2019 no Company Secretarywas appointed by the company. However a qualified Company Secretary was appointed by thecompany on 30.04.2019.
4. Rule 10 and Rule 20 (3) (v) of Companies (Management and Administration) Rules
2014 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 holding99.71% shares.
5. As per requirement of Secretarial Standard on Board meetings (SS-1) &General
Meetings (SS-2) the maintenance & preservation of minutes of Board & GeneralMeetings (SS-5) are not strictly followed. However the company would ensure in futurethat 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 in the company; hence the said provision is not applicable.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate 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:14.08.2019 Managing director DIN: 00937698