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RCL Retail Ltd.

BSE: 534708 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE892L01019
BSE 00:00 | 13 Aug RCL Retail Ltd
NSE 05:30 | 01 Jan RCL Retail Ltd
OPEN 13.20
PREVIOUS CLOSE 13.20
VOLUME 39000
52-Week high 15.50
52-Week low 10.35
P/E 21.29
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 13.20
Sell Qty 18000.00
OPEN 13.20
CLOSE 13.20
VOLUME 39000
52-Week high 15.50
52-Week low 10.35
P/E 21.29
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 13.20
Sell Qty 18000.00

RCL Retail Ltd. (RCLRETAIL) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Eighth Annual Report together withAudited accounts for the year ended 31.03.2018

1. FINANCIAL RESULTS:

The financial results for the year ended 31.03.2018 and for the previous year31.03.2017 are as under:

PARTICULARS March312018 March312017
Total revenue 99756121.56 150115772.67
Less: Expenditure 93796609.15 142423231.85
Profit before exceptional item & tax 5959512.41 7692540.82
Less: Current tax 129060.01 2574605.99
Less: Deferred tax 560446.00 (38513.00)
Profit for the period 5270006.40 5156447.83
Other comprehensive income
(i) Equity Instruments through Other Comprehensive Income (66258755.44) 1744866.80
Total comprehensive income (60988749.04) 6901314.63

2. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of trading activity. There is no change in thenature of business during the year under review.

3. DIVIDEND:

In view of loss your directors do not recommend any dividend this year.

4. RESERVES:

No amount is proposed to be transferred to General Reserves during the year.

5. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of theCompanies Act 2013 and rules related thereto.

6. EXTRACTOFANNUALRETURN

The extract of the Annual Return in form MGT9 for the year ended 31.03.2018 is attachedas Annexure "A".

7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

The Company is not having any subsidiary associate and joint venture company. Hencethe reporting under this clause does not arise.

8. MATERIAL CHANGES AND COMMITMENTS:

On April 25 2017 Mr. Shripal Sanghvi Mrs. Sarika Sanghvi M/s. Shripal Sanghvi HUFand M/s. Mahipal Sanghvi HUF gave an open offer for acquisition of 3200600 equity sharesof Rs. 10/- each representing 26.00% of total equity and voting share capital of yourCompany. The offer was open for a period of 15 days from June 16 2017 to June 30 2017and the open offer was completed by making payment to the respective shareholders on July14 2017.

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and the date of thisreport.

9. PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186:

The investments made by the Company are disclosed in the notes forming part offinancial statements. The Company had not advanced any loan given guarantees providedsecurity during the year under review.

10. SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares orShares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Backany shares.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company's operationsin future.

12. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company comprises of Four Non-executive promoterDirectors. Appointment / Re-Appointment:

In terms of Section 152 of the Companies Act 2013 Mr. Ratanchand Lodha Directorretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.

Mr. Nitesh Ratanchand Lodha Mr. G Vimal Chand Chorida Mr. S Ganpath Raj Kothari andMs. Kushbu Directors resigned from the Board w.e.f. 11.12.2017. Mr. D. Alexander - CFOresigned w.e.f. 20.12.2017. Mr. Subodha Kanta Sahoo Company Secretary resigned w.e.f.30.08.2017. The Board expresses its sincere appreciation for the contribution made by themduring their tenure.

B. MEETINGS OF BOARD OF DIRECTORS

During the year under review the Board of Directors met 9 times on (i) 06.05.2017 (ii)22.06.2017 (iii)

21.08.2017 (iv) 28.08.2017 (v) 30.08.2017 (vi) 11.11.2017 (vii) 11.12.2017 (viii)20.12.2017 and (ix)

28.02.2018 and the gap between two meetings was not more than 120 days. The particularsof name of the Directors and attendance are mentioned below:

S. Name of the No Directors

Designation & Category

No. of Meetings in the year 2017-18

Attende d 7th AGM

No. of other Directorship in other Public / Private Companies

No. of

Membership / Chairmanship in Other Companies Board Committee

Eligib le to atten d Attended
1 Mr. Nitesh Ratanchand Lodha** Managing Director (Promoter & executive director) 7 6 Yes 2 2/0
2 Mr. Suresh Jain Rikhab Chand * Director

(NEPD)

3 2 No 1 Nil
3 Mr. Gumanmal Vimal Chand Chordia** Director

(NEID)

7 6 Yes 1 3/0
4 Mr. S Ganpath Raj Kothari** Director(NEID) 7 6 No 1 Nil
5 Mr. Kamalesh Kumar * Director

(NEPD)

3 2 No Nil Nil
6 Ms. Kushbu** Director (NED) 7 6 Yes 1 1/0
7 Mr. Ratan Chand Lodha # Director

(NEPD)

6 6 Yes 0 0/0
8 Mr. Shripal

Sanghvi #

Director

(NEPD)

6 6 No 0 0/0
9 Mr. Mahipal Sanghvi # Director

(NEPD)

6 6 No 0 0/0
10 Mr. Heemaram Savaji # Director

(NEPD)

6 6 No 0 0/0

* Resigned w.e.f. 21.08.2017 ** Resigned w.e.f. 11.12.2017

# Appointed w.e.f. 21.08.2017

NEPD - Non executive Promoter Director NEID - Non executive Independent Director

NED - Non executive director

In accordance with the provisions of the Companies Act 2013 a separate meeting of theIndependent Directors of the Company was held during the year under review.

C. AUDIT COMMITTEE

The Audit committee of your company comprises of three members and the committee met 5times on 06.05.2017 22.06.2017 30.08.2017 20.12.2017 & 28.02.2018. The compositionof the Audit Committee and details of meeting held are provided hereunder:

Name of Directors Designation Category

No. of Meetings

Eligible

to

Attend

Attended
Mr. Vimal Chand Chordia * Chairman Non - Executive Independent Director 3 3
Mr. Nitesh R Lodha * Member Executive Director 3 3
Mr. Ganpath Raj Kothari * Member Non-Executive Independent Director 3 3
Mr. Ratanchand Lodha # Chairman Non - executive Promoter Director 2 2
Mr. Shripal Sanghvi # Member Non - executive Promoter Director 2 2
Mr. Mahipal Sanghvi # Member Non - executive Promoter Director 2 2

* Resigned w.e.f. 11.12.2017

# Appointed w.e.f. 11.12.2017

The terms of reference of the Audit committee covers the matter specified under Section177 of the Companies Act 2013 and SEBI (LODR Regulations) 2015.

D. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration committee of your company comprises of 3 members andthe committee met One time on 21.08.2017. The Nomination & Remuneration committeeconsists of the following members. Mr. Vimal Chand Chordia and Mr. Ganpath Raj Kothariwere present in the meeting.

Name of Director Position Category
Mr. Vimal Chand Chordia a Chairman Non-Executive Independent Director
Mr. Suresh Jain * Member Non-Executive Director
Mr. Ganpath Raj Kothari a Member Non-Executive Independent Director
Ms. Kushbu ** / a Member Non-executive director
Mr. Ratanchand Lodha # Chairman Non-executive Promoter Director
Mr. Shripal Sanghvi # Member Non-executive Promoter Director
Mr. Mahipal Sanghvi # Member Non-executive Promoter Director

* Resigned w.e.f. 21.08.2017

** Appointed w.e.f. 21.08.2017 a Resigned w.e.f. 11.12.2017

# Appointed w.e.f. 11.12.2017

TERMS OF REFERENCE:

The terms of reference of the Committee interalia include the following:

- Succession planning of the Board of Directors and Senior Management Employees;

- Identifying and selecting candidates for appointment as Directors / IndependentDirectors based on certain laid down criteria;

- Identifying potential individuals for appointment as Key Managerial Personnel and toother Senior Management positions;

- Formulate and review from time to time the policy for selection and appointment ofDirectors Key Managerial Personnel and Senior Management Employees and theirremuneration;

- Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board. In reviewing the overall remunerationof the Board of

Directors and Senior Management the Committee ensures that the remuneration isreasonable and sufficient to attract retain and motivate the best managerial talent therelationship of remuneration to performance is clear and meets appropriate performancebenchmarks and that the remuneration involves a balance between fixed and incentive payreflecting short term and long term objectives of the Company.

E. STAKEHOLDERS RELATIONSHIP COMMITTEE TERMS OF REFERENCE:

The terms of reference of Shareholders'/ Investors' Grievances Committee includes thefollowing:

a. Allotment and listing of our shares in future.

b. Redressing of shareholders and investors complaints such as non-receipt of declareddividend annual report transfer of equity shares and issue of duplicate / split /consolidated Share Certificate(s).

c. Monitoring transfers transmissions dematerialization re-materializationsplitting and consolidation of Equity Shares and other securities issued by our Companyincluding review of cases for refusal of transfer / transmission of share and debentures.

d. Reference to statutory and regulatory authorities regarding investor's grievance.

e. To otherwise ensure proper and timely attendance and redressal of investor'squeries.

f. To do all such acts deeds and things as may be necessary or incidental to theexercise of the above powers.

COMPOSITION OF THE COMMITTEE:

Name of Director Position Category
Mr. Ganpath Raj Kothari* Chairman Non-Executive Independent Director
Mr. Nitesh R Lodha * Member Non-Executive Director
Mr. Vimal Chand Chordia* Member Non-Executive Independent Director
Mr. Ratanchand Lodha # Chairman Non-executive Promoter Director
Mr. Shripal Sanghvi # Member Non-executive Promoter Director
Mr. Mahipal Sanghvi # Member Non-executive Promoter Director

* Resigned w.e.f. 11.12.2017

# Appointed w.e.f. 11.12.2017

NAME DESIGNATION AND ADDRESS OF THE COMPLIANCE OFFICER:

Mr. Ratanchand Lodha - Compliance Officer RCL Retail Limited

Old D.No.186/52 New D.No. 232/53 Pursaiwakkam High Road Kilpauk

Chennai - 600 084

STATUS OF COMPLAINTS RECEIVED RESOLVED AND PENDING AS ON 31st MARCH 2018:NIL

Number of Shareholders' Complaints received during the year - Nil Number ofShareholders' Complaints resolved during the year - Nil Number of Shareholders' ComplaintsPending at the end of the year - Nil

F. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 Independent Directors at theirmeeting without the participation of the Non-independent Directors and Managementconsidered / evaluated the Boards' performance performance of the Chairman and otherNon-independent Directors.

The Board subsequently evaluated its own performance the working of its Committees andthe Independent Directors.

G. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY:

All the Independent directors of the Company have given declarations under Section 149of the Companies Act 2013 that they meet the criteria of independence.

H. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act 2013 we onbehalf of the Board of Directors hereby confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimate 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 loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts ongoing concern basis.

e) the directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

12. AUDITORS:

M/s. KALYANASUNDARAM & CO Chartered Accountants Chennai were appointed asStatutory Auditors of the Company for the term of five years in the 7th AnnualGeneral Meeting held on 29.09.2017. The Company has received confirmation from them thattheir appointment is within the limit specified under the Act and is not disqualified tocontinue as Auditors of the Company. The Shareholders are requested to ratify theirappointment till the conclusion of 12th AGM and fix their remuneration

13. REPLY TO AUDITORS REMARK:

Point No.7

The Company is taking necessary steps to remit the same.

14. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Ms. A.K. Jain & Associates Company Secretary inPractice Chennai to conduct the Secretarial Audit of the Company for the financial yearended March 31 2018. The Secretarial Audit Report (in Form MR-3) is attached as Annexure"B" to this Report.

15. REPLY FOR COMMENTS IN SECRETARIAL AUDITORS' REPORT

The Company is taking necessary steps to comply with the provisions of Sections 149203 and other applicable provisions of the Companies Act 2013 w.r.t. appointment of WomanDirector / Independent Directors and KMP. The Board of Directors will ensure that thenecessary forms are filed with the Registrar of Companies wherever applicable and complywith the applicable SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 within the stipulated time.

16. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 ofthe Companies Act 2013 read with Companies (Corporate Social Responsibility) Rules2014. Hence the Company has not spent any funds towards Corporate Social Responsibility.

17. VIGIL MECHANISM:

In compliance with the provisions of Section 177(9) the Board of Directors of theCompany has framed the "Whistle Blower Policy" as the vigil mechanism forDirectors and employees of the Company

18. MANAGEMENT DISCUSSION ANALYSIS & REVIEW REPORT:

A detailed analysis on the performance of the industry the company internal controlsystems risk management are enumerated in the Management Discussion and Analysis reportforming part of this report and annexed as 'Annexure C'.

19. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 does not apply to your Company. Hence the report on Corporate Governance is notprovided.

20. CODE OF CONDUCT:

A declaration signed by the Managing Director affirming compliance with the Code ofConduct by the Directors and senior management personnel of the Company for the financialyear 2017-18 is given in "Annexure D".

21. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into any contracts / arrangement with the related partiesu/188 of the Companies Act 2013 during the year.

22. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

None of the employees draws remuneration of Rs.850000/- or above per month andRs.10200000/- or above per year. Hence details of the employees of the Company asrequired pursuant to 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 the disclosure pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forming partof the Annual Report is available for inspection at the registered office of the companyduring working hours. Any member interested in obtaining such information may write to theCompany Secretary and the same will be furnished without any fee and free of cost

23. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany. The Audit Committee has also revisited the Risk Management Policy and has takensteps to strengthen the Risk Management process in keeping with the changes in theexternal environment and business needs.

The company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. In addition to the internal controlsystems the board has laid emphasis on adequate internal financial controls to ensurethat the financial affairs of the company are carried out with due diligence. These areroutinely tested and certified by the internal auditors. Significant audit observationsand follow up actions thereon are reported to the audit committee

24. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUTGO:

The product dealt by the Company is material intensive and not power intensive.However the thrust on energy conservation continues and necessary measures foroptimization of energy consumption have been taken. The technology used is indigenousneither any foreign exchange was earned nor there was any outgo of foreign exchange duringthe period under report. The quantitative and other details of the various raw materialsused are given in Notes on Accounts to the Statement of Accounts of the Company.

25. LISTING WITH STOCK EXCHANGE

The Company's equity shares are listed in SME Platform of BSE Limited.

26. TRANSFER TO THE CREDIT OF INVESTOR EDUCATION PROTECTION FUND:

There are no amounts which need to be transferred to the Investor Education andProtection Fund.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROBHITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. During the year under review no complaints have been received.

28. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers suppliers bankersbusiness partners / associates financial institutions and various regulatory authoritiesfor their consistent support / encouragement to the Company. Your Directors would alsolike to thank the Members for reposing their confidence and faith in the Company and itsManagement

By Order of the Board For RCL RETAIL LIMIETD
Place: Chennai Date: 12.11.2018 Sd/-

Ratanchand Lodha

Director

DIN:01534269

Sd/-

Shripal Sanghvi

Director

DIN:07788214