Your directors have pleasure in presenting the 28th Annual Report of thecompany together with the audited statements of accounts for the year ended 31st March2021.
|Particulars ||31.03.2021 ||31.03.2020 |
|Sales & Other Income ||1392860 ||0 |
|Profit before interest & depreciation ||(28074946) ||(6062083) |
|Less: Interest ||0.00 ||0.00 |
|Profit before depreciation ||(28074946) ||(6062083) |
|Less: Depreciation ||0.00 ||0.00 |
|Profit after depreciation ||(28074946) ||(6062083) |
|Provision for Income Tax ||0.00 ||0.00 |
|Profit After Tax ||(28074946) ||(6062083) |
During the year under review the Company has made efforts to explore more opportunitiesin the fields of export business and some other business related to warehousing andinvestment in real estate and in the process of seeking shareholders approval forstarting new business line.
The Management is planning to enter into new line of business like export of clothesand other items to improve the profitability and ultimately value of shareholdersfunds. The Company has been in communication with number of prospective buyers of productsin various countries. It is supplying on commission basis and making an attempt to add toits portfolio. The Company hopes to achieve good results in this line looking to theacceptance of Indian products in global market. Presently the Company is doing agencybusiness of fabrics.
ISSUE OF EQUITY SHARES
The Company has not issued any shares during the year under review.
Due to insufficient profit and carried forward losses the Board of Directors havedecided to not to propose any dividend during the year.
LOANS GUARANTEES AND INVESTMENTS
During the year under review the company has not given any loan and /or guarantee andnot made any investment in any venture.
The Company has not accepted any deposit from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as at 31st March2021.
A Report on Corporate Governance alongwith certificate from the Statutory Auditor ofthe Company regarding the compliance with the conditions of Corporate Governance asstipulated under Regulations 17 to 27 of the SEBI (LODR) 2015 forms part of the AnnualReport.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required under Regulation 34(2) of the SEBI(LODR) Regulations 2015 forms part of the Annual Report.
Details of programs for familiarization of Independent Directors with the Company areavailable on the website of the Company.
The Company has no subsidiary and hence no policy is required.
Policy on dealing with related party transactions is available on the website of theCompany.
The Company has formulated a Whistle Blower Policy and same is in compliance with theprovisions of the Act and Listing Agreement and is available on the website of theCompany. Policy for archival of documents of the company is available on the website ofthe company.
The code of conduct for the Board of Directors of the company is available on thewebsite of the company.
NUMBER OF MEETINGS OF THE BOARD
During the year under review6 meetings of the Board were held details of which aregiven in the Corporate Governance Report that forms part of the Annual Report.
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has no subsidiary joint venture and/ or associate company and hence nodetails are provided.
PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act 2013 and provisions of the SEBI (LODR)Regulations 2015 the Board has carried out an annual evaluation of performance of itsown and the Committees thereof.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Companys has formulated a policy for appointment and remuneration incompliance with provisions of Section 178(3) of the Companies Act 2013 and same isforming part of Corporate Governance Report.
The Audit Committee of the Company comprises of three directors out of which two areIndependent Directors. There are no instances where the board did not accept therecommendations of the Audit Committee. Other details about the Audit Committee aredisclosed in the Corporate Governance Report which forms part of the Annual Report.
PARTICULARS OF EMPOLYEES
The Company is not paying salary to any employee more than as stipulated under theprovisions of Section 197(12) of the Companies Act 2013 and hence no disclosure isrequired.
RELATED PARTY TRANSACTIONS
During the year the Company has not entered into any transactions with related partyas defined under the Companies Act 2013 and under Clause Regulation 23 of the SEBI (LODR)Regulations 2015.
The policy on materiality of Related Party Transactions and dealing with related partytransactions as approved by the Board has been adopted by the Company and uploaded on theCompanys web site. There are no transactions to be reported in Form AOC-2.
RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy on the basis of business and size ofthe Company and has set-up a Committee. The risk assessment update is provided to the RiskManagement Committee (RMC) on periodical basis. RMC is appointed by the Board andcomprises of Directors of the Company. RMC assists the Board of Directors in overseeingthe Companys risk management processes and controls.
CORPORTAE SOCIAL RESPONSIBILITY (CSR)
Since the company is not having sufficient earnings and there are carried forwardlosses the Company is not in a position to spend any money on CSR.
VIGIL MECHANISM/ WHISTLEBLOWER POLICY
The Company has adopted a Whistleblower Policy to provide a formal mechanism to theDirectors employees and its stakeholders to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Companys Code of Conduct orEthics Policy. The policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company have been deniedaccess to the Audit Committee.
PREVENTION OF SEXUAL HARASSMENT (POSH)
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (POSH Act) and the Rules framed thereunder.
There was no complaint of any nature during the year 2020-21.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has neither given any loans nor provided any guarantee during the year.
INTERNAL FINANCIAL CONTROLS
Internal financial control systems of the Company are commensurate with its size andthe nature of its operations. These have been designed to provide reasonable assurancewith regard to recording and providing reliable financial and operational informationcomplying with applicable accounting standards and relevant statutes safeguarding assetsfrom unauthorized use executing transactions with proper authorization and ensuringcompliance of corporate policies.
The Audit Committee deliberated with the members of the management considered thesystems as laid down and met the statutory auditors to ascertain inter alia their viewson the internal financial control systems. The Audit Committee satisfied itself on theadequacy and effectiveness of the internal financial control system as laid down and keptthe Board of Directors informed.
Details of internal control system are given in the Management Discussion and AnalysisReport which forms part of the Report.
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and Regulation 25 of the SEBI(LODR) Regulations 2015. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Act and the Rules framed there under and are independentof the management.
Annual Evaluation of Board Performance and Performance of its Committees and ofIndividual Directors
Pursuant to the provisions of the Act and Regulation 27(2) of the SEBI (LODR)Regulations 2015 Listing Agreement the Board of Directors has carried out an annualevaluation of its own performance Board committees and individual directors.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of Board processes participation in the long term strategic planninginformation and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc.
The Board and the NRC reviewed the performance of the Individual Directors on the basisof the criteria such as the contribution of the Individual Director to the Board andcommittee meetings preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In addition the Chairman was alsoevaluated on the key aspects of his role.
In a separate meeting of the Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wereevaluated taking into account the views of executive directors and non-executivedirectors. This was followed by a Board meeting that discussed on the performance of theBoard its Committees and Individual Directors.
The Company has not paid any remuneration to any director or key managerial person andhence there was no need to review the same. However in order to comply with theprovisions of the Act and Regulation 19 of the SEBI (LODR) Regulations 2015 the Companyhas formulated the Remuneration Policy and same is uploaded on the website of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirm that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
AUDITOR AND AUDITORS REPORT STATUTORY AUDITOR
M/s DBS & Associates Chartered Accountant (Firm Registration No. FRN 081627N) theStatutory Auditor of the company were appointed by the shareholders at the AGM held on28th September 2020.
In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s DBS & Associates Chartered Accountantsas statutory auditors of the Company is placed for ratification by the shareholders.
However the Auditors Report on the financial statements for the financial yearended 31st March 2021 does not contain any qualification reservation oradverse remark.
Sourabh Bapna Practicing Company Secretary was appointed as the Secretarial Auditor toconduct the Secretarial Audit of the Company for the financial year 20202021 as requiredunder Section 204 of the Companies Act 2013 and the Rules made thereunder.
The Secretarial Audit Report for the financial year 2020-2021 is appended as Annexure Awhich forms part of this report.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of annualreturn in the prescribed Form MGT-9 is appended as Annexure B which forms part of thisreport.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed pursuant to the provisions ofSection 134 of the Act read with Rule 8 of the Companies (Accounts Rules) 2014.
A. Conservation of Energy: The operations of the Company are not energy intensivehowever adequate measures have been taken to reduce energy consumption and all efforts aremade to use more natural light in the office.
B. Technology Absorption: Not applicable.
C. Foreign Exchange Earnings and Outgo: Not applicable.
The Directors wish to place on record their appreciation for the continued support andco-operation by financial institutions banks government authorities and otherstakeholders. Your Directors also acknowledge the support extended by the Companysunions and all the employees for their dedicated service.
By order of the Board
For RSC International Limited
Dated: 03 September 2021