| The Members,
The Directors have pleasure in presenting their 33rd Annual Report and
the Audit Financial Statements for the Financial Year ended March 31,
2015.
1. Operations:
During the year under review, the Company undertook sub-contract work
for a C&F Agent. The Company incurred a loss of Rs. 0.63 lacs against a
profit of Rs. 28.03 lacs made last year
2. Change in the nature of business, if any
There is no change in the nature of business during the year under
review.
3. Dividend
Since the Company incurred loss during the year, hence your Directors
do not recommend any dividend.
4. Reserves
No amount has been transferred to Reserves during the year as the
Company incurred loss.
5. Directors and Key Managerial Personnel
Mr. Rishab Goel, Director, retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer himself for reappointment.
Mr. B.R.Goyal retires by rotation & it is proposed to appoint him as an
Independent Director for a period of 5 years ending on 31st March 2020.
Ms. Sunita Rana, who was appointed as an Additional Director on
15.12.2014 as Woman Director in Independent capacity hold office up to
the ensuing Annual General Meeting and being eligible the Board
recommends her appointment for a period of 5 years.
Mr. Manoj Kumar Khemani has vacated his office under section 167(1)(c)
as Director of the Company w.e.f. 27.05.2015.
The Company has received declarations from all the independent
directors of the Company confirming that they meet the criteria of
independent in terms of the Companies Act 2015 and Clause 49 of the
Listing Agreement.
Mr. K. K. Jha has been appointed as Chief Financial Officer of the
Company with for a period of 3 years effect from 26.03.2015.
Mr. K. Sukumaran has resigned as Company Secretary cum Compliance
Officer of the Company with effect from 31.12.2014.
6. Particulars of Employees:
Pursuant to the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Statement of particulars of employees is
annexed as Annexure I.
7. Meetings
During the year Eight Board Meetings and 4 Audit Committee Meetings
were convened and held, the details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
8. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
9. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
10. Details of Subsidiary/Joint Ventures/Associate Companies The
Company has no subsidiary or joint venture or associate company.
11. AUDITORS:
The Auditors, M/s M.B.R & Co., Chartered Accountants, New Delhi, retire
at the ensuing Annual General Meeting and, being eligible, offer
themselves for reappointment for a period of 1 year from the conclusion
of this Annual General Meeting till the conclusion of next AGM.
12. AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
13. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made thereunder, M/s.
Mukesh Agarwal & Co, Practicing Company Secretary have been appointed
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as Annexure II to this report. The minor short
comings pointed out in the report has been rectified/ complied with.
14. Internal Audit & Controls
The Company has appointed M/s G.K. Rohra & Co. as its Internal
Auditors. During the year, the Company implemented their suggestions
and recommendations to improve the control environment. Their scope of
work includes review of processes for safeguarding the assets of the
Company, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas.
15. Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.rspl.co.in under
compliance of the listing agreement.
16. Risk management policy
A policy indicating development and implementation of a risk management
policy for the Company including identification therein of elements of
risk, this in the opinion of the Board may threaten the existence of
the company has been framed and is given on the company's website at
www.rspl.co.in under Risk Management Committee link.
17. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report is given as ANNEXURE III .
18. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report There is no material changes and commitments
affecting the financial position of the company between the end of the
financial year of the company to which the financial statements relate
and the date of the report.
19. Deposits
No deposits have been received by the Company under Chapter V of the
Companies Act, 2013.
20. Particulars of loans, guarantees or investments under section 186
No loans, guarantees and investment has been granted by the Company
during the financial year.
21. Particulars of contracts or arrangements with related parties:
There is no related party contracts or arrangement by the company
during the reporting financial year.
22. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March, 2015 is given in ANNEXURE IV.
23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 is not applicable to
our Company as the no. of employee is below 10.
24. Conservation of energy, technology absorption and foreign exchange
earnings and outgo The Company has nothing to report under this heading
as the Company is not presently involved in manufacturing or processing
activities.
Foreign exchange earnings and Outgo
Foreign exchange earnings during the year-Nil Foreign exchange spent
during the year-Nil
25. Human Resource
Industrial Relation during the year under review, were cordial and
peaceful.
26. Directors' Responsibility Statement
The Board of Directors pursuant to clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, state 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 estimates 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 and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this 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 on a going concern
basis; and
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that 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.
27. Transfer of Amounts to Investor Education and Protection Fund
The Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
28. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the Company's Shares are listed.
30. Acknowledgements
The directors would like to express their appreciation for the
continued confidence reposed in them by the shareholders of the Company
and look forward to their continued support.
For and on behalf of the Board of Directors
Place:New Delhi (S.S.Shaktawat) (B.R.Goyal)
Date : 27.5.2015 Director Director |