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RCL Retail Ltd.

BSE: 534708 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE892L01019
BSE 00:00 | 18 Jan 11.20 0.80
(7.69%)
OPEN

11.99

HIGH

11.99

LOW

10.30

NSE 05:30 | 01 Jan RCL Retail Ltd
OPEN 11.99
PREVIOUS CLOSE 10.40
VOLUME 15000
52-Week high 13.00
52-Week low 9.00
P/E 58.95
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.99
CLOSE 10.40
VOLUME 15000
52-Week high 13.00
52-Week low 9.00
P/E 58.95
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

RCL Retail Ltd. (RCLRETAIL) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Eleventh Annual Report together with Auditedfinancial statements for the year ended 31.03.2021

1. FINANCIAL RESULTS:

The financial results for the year ended 31.03.2021 with comparative figures of theprevious year 31.03.2020 are as under:

(INR)

PARTICULARS 31.03.2021 31.03.2020
Total revenue 5544746 21434861
Less: Expenditure 3031527 14941360
Profit before exceptional item & tax 2513219 6493501
Less: Current tax 132449 813613
Less: Deferred tax 8873 6506
Previous year short provision 5157 -
Profit for the period 2366740 5673382
Other comprehensive income
(i) Equity Instruments through Other Comprehensive Income - (138)
Total comprehensive income 2366740 5673244

2. BUSINESS REVIEW FOR FINANCIAL YEAR 2020-21:

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

During the lockdown period of the Covid19 first wave during the financial year 2020-21the retail stores of the company were closed except selling only essential commodities andgrocery items as the business was adversely affected by temporary shutdown of stores andcustomers preferring to spend only on selective essentials. Therefore the Gross revenuein the current financial year has come down to Rs. 55.45 lakhs as against the previousyear's Gross revenue of Rs. 214.35 lakhs. The profit before tax dropped to Rs.23.67 lakhsin current financial year 2020-21 as against Rs. 56.73 lakhs of the previous year 2019-20.Also the 2nd Covid19 wave has devastated the Nation with a heavy death tolland economic down turn. The financial results for the next year 202122 is also expected tobe gloomy even if the 3rd Wave does not occur as predicted.

Yet the company has left no stone unturned in redefining workplace hygiene. The Companyhas implemented new standards of safe working with guidelines issued by the Government ofIndia for physical distancing. Face masks were mandatory for all employees and customersvisiting our premises. We also ensured regular sanitisation of all our premises and withadequate availability of sanitising material.

COVID-19 pandemic and consequent lockdown imposed throughout the country has had asignificant adverse impact on the business operations and the financial results of theCompany as explained above. The Company has assessed the impact of the lockdown on itsbusiness operations and financial status and has considered all relevant informationavailable up to the date of approval of these financial results in determination of therecoverability and carrying value of its financial assets and nonfinancial assets. TheCompany will continue to closely monitor any material changes to future economicconditions and to take various precautionary measures to ensure health and safety of itscustomers employees and other stakeholders from COVID-19 pandemic.

3. DIVIDEND & RESERVES

Considering the uncertainties created by COVID-19 pandemic on the business operationsof the Company and in order to plough back the profits the Board has not recommended anydividend for the financial year ended March 31 2021. Further no amount is proposed to betransferred to General Reserve.

4. DEPOSITS:

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

5. ANNUAL RETURN

The copy of the Annual Return is available on the website of the Company atwww.rclretail.in

6. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

The Company is not having any subsidiary associate and joint venture company.

7. MATERIAL CHANGES AND COMMITMENTS:

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.

8. 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 has not advanced any loan given guarantees or providedany security during the year under review. The Company has invested in 121912 Equityshares of Rs. 10/ each of JEYYAM GLOBAL FOODS PRIVATE LIMITED constituting 19.95% for atotal consideration of Rs. 6.79 Crores.

9 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 of any of its securities.

10. 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

11. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. COMPOSITION OF THE BOARD OF DIRECTORS

Your company has re-constituted its Board in accordance with SEBI (LODR) Guidelines2015.

• Mr. Mahipal Sanghvi was appointed as Whole Time Director and Chief Financialofficer with effect from 18th February 2021.

• Mr. Shripal Sanghvi and Mr. Heemaram Savaji resigned w.e.f 4th March2021.

• Mr. Shripal Sanghvi has been appointed as the Chief Executive officer of thecompany with effect from 4th March 2021.

• Ms. Sujathaa Mehta and Mr. Navratan Mal Lunkar were appointed as IndependentDirectors for a term of five years with effect from 4th March 2021

• Mr. Ratanchand Lodha retires by rotation and being eligible offers himself forreelection at the forthcoming Annual General Meeting.

B. MEETINGS OF BOARD OF DIRECTORS

During the year under review the Board of Directors met seven times on (i) 15.04.2020(ii) 16.07.2020 (in) 14.10.2020 (iv) 21.12.2020 (v) 05.02.2021 (vi) 18.02.2021 and (vii) 4thMarch 2021. The gap between two meetings was not more than 120 days. The particulars ofname of the Directors and attendance are mentioned below

Name of the Directors Designation & Category No. of Meetings in the year 2020-21 Attende d 10th AGM No. of other Directorship in other Public / Private Companies No. of Membership / Chairmanship in Other Companies Board / Committee
Eligible to attend Attended
1 Mr. Ratanchand Lodha Non-executive Director 7 7 YES 1/0 0/1
2 Mr. Shripal Sanghvi * Non-Executive Promoter 7 7 YES 0/1 0/0
Director
3 Mr. Mahipal Sanghvi Promoter - Executive Director 7 7 YES 0/0 0/0
4 Mr. Heemaram Savaji * Non- Executive Promoter Director 7 7 No 0/0 0/0
5. Ms. Sujatha Mehta ** Independent (Woman) Director 0 0 No 1/3 0/0
6. Mr. Navratan Mal Lunkar ** Independent Director 0 0 No 1/0 0/0

Note: * Mr. Shripal Sanghvi and Mr. Heemaram Savaji have resigned from the Board witheffect from 4th March 2021.

** Ms. Sujathaa Mehta and Mr. Navratan Mal Lunkar were appointed as IndependentDirectors for a term of five years with effect from 4th March 2021

C. AUDIT COMMITTEE

The Audit committee of your company is comprised of three members and the committee metsix times on (i) 15.04.2020 (ii) 16.07.2020 (iii) 14.10.2020 (iv) 21.12.2020 (v)18.02.2021 and (vi). 04.03.2021. The composition of the Audit Committee and details ofmeeting attended are provided hereunder

No. of Meetings
Name of the Director Designation Category Eligible to Attend Attended
Mr. Ratanchand Lodha # Chairman Non-executive Director 6 6
Mr. Shripal Sanghvi * Member Non-executive Director 6 6
Mr. Mahipal Sanghvi * Member Executive Director 6 6
Mr. Navratan Mal Lunkar ** Chairman Independent Director 0 0
Ms. Sujathaa Mehta ** Member Independent Director 0 0

* Member upto 04.03.2021

# Chairman upto 04.03.2021. However continues to be a member of the Committee

** Appointed w.e.f. 04.03.2021

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 three times on (1) 05.02.2021 (2) 18.02.2021 and (iii) 04.03.2021.

The composition of the committee and the details of meeting attended are providedhereunder:

No. of Meetings
Name of the Director Designation Category Eligible to Attend Attended
Mr. Ratanchand Lodha # Chairman Non-executive Director 3 3
Mr. Shripal Sanghvi * Member Non-executive Director 3 3
Mr. Mahipal Sanghvi * Member Executive Director 3 3
Mr. Navratan Mal Lunkar ** Chairman Independent Director 0 0
Ms. Sujathaa Mehta ** Member Independent Director 0 0

* Member upto 04.03.2021

# Chairman upto 04.03.2021. However continues to be a member of the Committee

** Appointed w.e.f. 04.03.2021

The terms of reference of the Nomination and Remuneration committee covers the matterspecified under Section 178 of the Companies Act 2013 and SEBI (LODR Regulations] 2015

E. STAKEHOLDERS RELATIONSHIP COMMITTEE

There have been no stakeholder complaints during the financial year 2020-21. Thecommittee met once on 18th March 2021. The terms of reference of theStakeholders Relationship committee covers matters specified under Section 178 of theCompanies Act 2013 and SEBI (LODR] Regulations 2015. The composition of the committeeand attendance of meeting is provided hereunder :

No. of Meetings
Name of the Director Designation Category Eligible to Attend Attended
Mr. Ratanchand Lodha Chairman Non-executive Director 1 1
Mr. Shripal Sanghvi * Member Non-executive Director 0 0
Mr. Mahipal Sanghvi * Member Executive Director 0 0
Mr. Navratan Mal Lunkar ** Member Independent Director 1 1
Ms. Sujathaa Mehta ** Member Independent Director 1 1

* Member upto 04.03.2021

** Appointed w.e.f. 04.03.2021

F. STATUS OF COMPLAINTS RECEIVED RESOLVED AND PENDING AS ON 31st MARCH2021:

Number of shareholders' complaints unresolved at the beginning of year - Nil
Number of Shareholders' Complaints received during the financial year - Nil
Number of Shareholders' Complaints resolved during the financial year - Nil
Number of Shareholders' Complaints unresolved at the end of the year - Nil

G. BOARD EVALUATION

The Independent Directors of the Company held a separate meeting on 18.03.2021 withoutthe attendance of non- independent Directors and members of management. At the saidmeeting they reviewed the performance of non- independent Directors and the Board as awhole including the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors. Declaration of compliance by the Board members andSenior management personnel including Key managerial personnel to the code of conduct isattached. (Annexure 1).

H. VIGIL MECHANISM / WHISTLE BLOWER

The Company has established a vigil mechanism to provide a framework to promotersresponsible and to secure whistle blowing and to provide a channel to the employee(s) andDirectors to report to the management concerns about unethical behaviour actual orsuspected fraud or violation of the code of conduct or policies of the Company as adopted/ framed from time to time. The mechanism provides for adequate safeguards againstvictimisation of employee(s) and Directors to avail mechanism and also provide for directaccess to the Chairperson of the Audit Committee in exceptional cases.

I. 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.

12. 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 profit 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.

13. AUDITORS:

At the 10th Annual General Meeting of the Company held on March 31 2021the shareholders have appointed M/s. VENKAT & RANGAA LLP. Chartered Accountants asStatutory Auditors of the Company for a term of five years from the conclusion of saidmeeting to carry out the audit for the financial years 2020-21 to 2024-25.

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 M/s. A.K. Jain & Associates Company Secretary inPractice Chennai to conduct the Secretarial Audit of the Company for the financial yearended March 31 2021. The Secretarial Audit Report (in Form MR-3) is attached as to thisReport (Annexure 2).

14A. REPLY FOR COMMENTS IN SECRETARIAL AUDITORS' REPORT

The Company on 05.02.2021 had appointed Company Secretary and Compliance Officer as perSection 203 of the Companies Act 2013 and Regulation 6 of SEBI (LODR) Regulations.

On 04.03.2021 the Company had appointed Independent / Woman Director KMP's inCompliance with the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 and reconstituted committees thereof.

The Board of Directors will ensure compliance with the applicable SEBI (LODR)Regulations 2015 and convening of the Annual General Meeting within the stipulated time.

15. 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.

16. RISK MANAGEMENT POLICY:

Pursuant to the applicable provisions of the Companies Act 2013 the Company hasformulated robust Business Risk Management policy to identify and evaluate business risksand opportunities. This policy seeks to create transparency minimize adverse impact onits business objectives and enhance its competitive advantage. At present the Company hasnot identified any element of risk which may threaten its existence. Risk Managementcommittee met on 18th March 2021 to review the business risks associated withthe company.

17. 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.

18. CODE OF CONDUCT:

Declarations have been received from Directors and senior management officialsaffirming compliance with the Code of Conduct by the Directors and senior managementpersonnel of the Company for the financial year 2020-21

19. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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

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

None of the employees draw remuneration in excess of the limits prescribed in therelevant regulations. Hence details of the employees of the Company as required pursuantto 5(2] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules2014 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.

21. INTERNAL FINANCIAL CONTROL:

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 checked and certified by the internal auditors. Significant audit observationsand follow up actions thereon are reported to the audit committee and also deliberated atBoard meetings.

22. 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.

23. LISTING WITH STOCK EXCHANGE

The securities of the Company at present are suspended for trading in the Stockexchange. Necessary steps are being taken for filing of revocation application andcommencement of the trading of shares of the Company.

24. TRANSFER TO THE CREDIT OF INVESTOR EDUCATION PROTECTION FUND

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

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

There were no complaints on Sexual Harassment under Sexual Harassment of Women atworkplace. (Prevention Prohibition and redressal] Act 2013 during the year underreview.

26. ACKNOWLEDGEMENT

Your directors take this opportunity to thank the customers suppliersbankersbusiness partners /associates financial institutions and various regulatoryauthorities for their consistent support /encouragement to the Company. Your Directorswould also like to thank the Members for reposing their confidence and faith in theCompany and its Management

By Order of the Board For RCL RETAIL LIMIETD
s/d- s/d-
Ratanchand Lodha Mahipal Sanghvi
Director Whole-time Director
DIN:01534269 DIN:07788200
Place: Chennai
Date: 29/07/2021

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