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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 13.20
52-Week low 0.00
P/E 28.70
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 13.20
52-Week low 0.00
P/E 28.70
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 Ninth Annual Report together with Audited accounts for the year ended 31.03.2019

1. FINANCIAL RESULTS:

The financial results for the year ended 31.03.2019 and for previous year 31.03.2018 are as under:

PARTICULARS31.03.201931.03.2018
Total revenue86020702.6799756121.56
Less: Expenditure76963253.8393796609.15
Profit before exceptional item & tax9057448.845959512.41
Less: Current tax1399071.00129060.01
Less: Deferred tax(2063.00)560446.00
Profit for the period7660440.845270006.40
Other comprehensive income
(i) Equity Instruments through Other (7185.33)(66258755.44)
Comprehensive Income
Total comprehensive income7653255.51(60988749.04)

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 the nature of business during the year under review.

3. DIVIDEND:

In order to plough back the profits the Board does not recommend any dividend for the 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 the Companies Act 2013 and rules related thereto.

6. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT9 for the year ended 31.03.2019 is attached as Annexure A.

7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

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

8. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report.

9 .PARTICULARS OFLOANS GUARANTEES INVESTMENTS UNDER SECTION186:

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

10. SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any 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 or Tribunal which can have an impact on the going concern status and the Company's operations in 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 Directors

Appointment / Re- Appointment

In terms of Section 152 of the Companies Act 2013 Mr. Mahipal Sanghvi Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment

B. MEETINGS OF BOARD OF DIRECTORS

During the year under review the Board of Directors met 5 times on (i) 14.05.2018 (ii) 05.07.2018 (iii) 15.10.2018 (IV) 26.12.2018 and (v) 04.01.2019 and the gap between two meetings was not more than 120 days. The particulars of name of the Directors and attendance are mentioned below

S. NoName of the DirectorsDesignation &Category

No. of Meetings in the year 2018-19

Eligible to attendAttendedAttended 8thAGM No. of other Directorship in other Public / Private CompaniesNo. Of Membership / Chairmanship in Other Companies Board Committee
1Mr. RatanChand LodhaDirector55Yes00/0
(NEPD)*
2Mr. Shripal SanghviDirector55No00/0
(NEPD)
3Mr. Mahipal SanghviDirector55No00/0
(NEPD)
4Mr. Heemaram SavajiDirector55No00/0
(NEPD)

NEPD Non executive Promoter Director

C. AUDIT COMMITTEE

The Audit committee of your company comprises of three members and the committee met 5 times on(i) 14.05.2018 (ii) 05.07.2018 (iii)15.10.2018 (iv) 26.12.2018 and (v) 04.01.2019. The composition of the Audit Committee and details of meeting attended are provided hereunder

Name of the DirectorDesignationCategory

No. of Meetings

Eligible to AttendAttended
Mr. Ratanchand LodhaChairmanNon-executive Promoter55
Director
Mr. Shripal SanghviMemberNon-executive Promoter55
Director
Mr. Mahipal SanghviMemberNon-executive Promoter55
Director

The terms of reference of the Audit committee covers the matter specified under Section 177 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 and the composition is mentioned hereunder.

Name of DirectorDesignationCategory
Mr. Ratanchand LodhaChairmanNon-executive Promoter Director
Mr. Shripal SanghviMemberNon-executive Promoter Director
Mr. Mahipal SanghviMemberNon-executive Promoter Director

No meeting of the committee was held during the year.

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 / Independent Directors based on Certain laid down criteria;

 Identifying potential individuals for appointment as Key Managerial Personnel and to other senior Management positions;

 Formulate and review from time to time the policy for selection and appointment of Directors Key Managerial Personnel and Senior Management Employees and their remuneration;

 Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management the Committee ensures that the remuneration is reasonable and sufficient to attract retain and motivate the best managerial talent the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting 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 the following: a. Allotment and listing of our shares in future. b. Redressing of shareholders and investors complaints such as non receipt of declared dividend annual report transfer of equity shares and issue of duplicate / split / consolidated Share Certificate(s). c. Monitoring transfers transmissions dematerialization re materialization splitting and consolidation of

Equity Shares and other securities issued by our Company including 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's queries. f. To do all such acts deeds and things as may be necessary or incidental to the exercise of the above powers.

COMPOSITION OF THE COMMITTEE

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Name of DirectorDesignationCategory
Mr. Ratanchand LodhaChairmanNon-executive Promoter Director
Mr. Shripal SanghviMemberNon-executive Promoter Director
Mr. Mahipal SanghviMemberNon-executive Promoter Director

NAME DESIGNATION AND ADDRESS OF THE COMPLIANCE OFFICER:

Mr. Ratanchand Lodha Compliance Officer RCL Retail Limited SAPNA TRADE CENTRE 10THFLOOR 10B/2 NO.109 P.H. ROAD CHENNAI 600084

STATUS OF COMPLAINTS RECEIVED RESOLVED AND PENDING AS ON 31ST MARCH 2019: NIL

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

F. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 Independent Directors at their meeting without the participation of the Non- independent Directors and Management considered /evaluated the Boards' performance performance of the Chairman and other Non- independent Directors.

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

G. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the company and such internal financial controls are adequate and were operating effectively.

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

13. AUDITORS:

M/s. KALYANASUNDARAM & CO Chartered Accountants Chennai were appointed as Statutory Auditors of the Company for the term of five years in the 7thAnnual General Meeting held on 29.09.2017. Pursuant to notification of the Companies (Amendment) Act 2017 on 7thMay 2018 the first proviso to Section 139 relating to the ratification of appointment of Statutory Auditors by the Members at every General Meeting was omitted. Consequently the ratification of appointment of M/s. Kalyanasundaram & Co as Statutory Auditors is not required. The Company has received confirmation from them that their appointment is within the limit specified under the Act and is not disqualified to continue as Auditors of the Company.

14. REPLY TO AUDITORS REMARK:

Point No.7

The Company will ensure that the remittances are made in time.

15. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company engaged the services of M/s. A.K. Jain & Associates Company Secretary in Practice Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31 2019. The Secretarial Audit Report (in Form MR- 3) is attached as Annexure B to this Report

16. REPLY FOR COMMENTS IN SECRETARIAL AUDITORS' REPORT

The Company is taking necessary steps to comply with the provisions of Sections 149 203 and other applicable provisions of the Companies Act 2013 w.r.t. appointment of Woman Director /Independent Directors and KMP. The Board of Directors will ensure that the AGM is convened in time and necessary forms are filed with the Registrar of Companies wherever applicable and comply with the applicable SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 within the stipulated time.

17. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility) Rules 2014. Hence the Company has not spent any funds towards Corporate Social Responsibility.

18. VIGIL MECHANISM:

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

19. MANAGEMENT DISCUSSION ANALYSIS & REVIEW REPORT:

A detailed analysis on the performance of the industry the company internal control systems risk management are enumerated in the Management Discussion and Analysis report forming part of this report and annexed as Annexure C

20. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 does not apply to your Company. Hence the report on Corporate Governance is not provided.

21. CODE OF CONDUCT:

A declaration signed by Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2018-19 is given in Annexure D

22. 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.

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

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

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

24. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

The Company has in place a mechanism to identify assess monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Audit Committee has also revisited the Risk Management Policy and has taken steps to strengthen the Risk Management process in keeping with the changes in the external environment and business needs.

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

25. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGNEXCHANGE EARNINGS 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 for optimization of energy consumption have been taken. The technology used is indigenous neither any foreign exchange was earned nor there was any outgo of foreign exchange during the period under report. The quantitative and other details of the various raw materials used are given in Notes on Accounts to the Statement of Accounts of the Company.

26. LISTING WITH STOCK EXCHANGE

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

27. TRANSFER TO THE CREDIT OF INVESTOR EDUCATION PROTECTION FUND

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

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROBHITION AND REDRESSAL) ACT 2013:

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

29. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers suppliers bankers business partners /associates financial institutions and various regulatory authorities for their consistent support /encouragement to the Company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management

By Order of the Board
For RCL RETAIL LIMIETD
Sd/ Sd/
Place : ChennaiRatanchand LodhaShripal Sanghvi
Date : 03.09.2019DirectorDirector
DIN: 01534269DIN: 07788214

   

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