DIRECTORS REPORT TO THE MEMBERS Your Directors have pleasure in presenting the Fifth Annual Report together with Audited accounts for the year ended 31.03.2015. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS: The Company is trading in ready to eat food products and processed foods. There is no change in the nature of business during the year under review. DIVIDEND: In order to plough back the profits, the directors do not recommend any dividend for the year. DEPOSITS: The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013, and rules related thereto. EXTRACT OF ANNUAL RETURN The extract of the Annual Return in form MGT 9 for the year ended 31.03.2015 is attached as Annexure "A". 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. 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. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186: The Company has advanced loans and made investment during the year under review in Compliance with provisions of Section 186 of the Act. 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. DIRECTORS & KEY MANAGERIAL PERSONNEL: The Board of Directors of the Company comprises of Six Directors out of which two are Independent Director, two are non-executive promoter director, one is executive promoter director and one is non-executive non independent director. a. APPOINTMENT / RE-APPOINTMENT: In order to comply with provisions of Section 149 and Clause 52 of the Listing Agreement, the Board of Directors at their meeting held on 30th March, 2015 and based on the recommendation of the Nomination and Remuneration Committee, appointed Smt. Kushbu as Additional / Woman Director of the Company with effect from 30th March, 2015. Pursuant to Section 161 of the Companies Act, 2013, she holds office upto the date of ensuing Annual General Meeting. Your Board recommends her continuation as Director of the Company. b. KEY MANAGERIAL PERSONNEL: .In order to comply with the provisions of Section 203 of Companies Act, Shri. Nitesh Ratanchand Lodha, Managing Director of the Company was designated as Key Managerial Personnel and Shri. Kishan Sunil Bhagat was appointed as Chief Financial Officer (CFO) with effect from 30th March, 2015. However, Mr. Kishan Sunil Bhagat resigned w.e.f. 16.08.2015 c. BOARD MEETINGS: Eleven Board Meetings were held during the year under review and the gap between two meetings was not more than 120 days. d. DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS: As required under Section 149(7) all the Independent Directors of the Company have submitted their annual declaration stating that they meet the criteria of independence as stated Section 149(6) of the Companies Act, 2013. e. COMMITTEES OF THE BOARD: During the year under review, the terms of reference of the Committee were aligned with the requirements of Clause 52 of the Listing Agreement and the provisions of Companies Act, 2013. A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report. f. BOARD EVALUATION Pursuant to Section 134 of Companies Act, 2013 the Board of Directors has carried out annual performance evaluation of the Board, its Committees, and Directors individually, as per the criteria laid down by the Nomination and Remuneration Committee. Accordingly, the Independent Directors of the Company at their separate meeting evaluated the performance of non-independent directors and the Board as a whole. They also evaluated the performance of Chairman of the Company and flow of information from the Management to the Board. DIRECTORS' RESPONSIBILITY STATEMENT: To the best of their knowledge, belief and according to the information's and explanations obtained by them, the Directors pursuant to Section 134 of the Companies Act, 2013 hereby state that: 1) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made for the same. 2) the directors had selected appropriate 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 as at 31st March 2015 and of the Profit of the Company for the year ended 31st March 2015. 3) the directors had taken proper and sufficient care for 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, 4) the annual accounts have been prepared the annual accounts on a going concern basis 5) the directors, had laid down proper and sufficient internal financial controls and policies and procedures of such internal financial controls are adequate and operating effectively. 6) 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. AUDITORS: M/s. Krishnan & Giri, Chartered Accountants, Chennai (FRN: 001512S), Statutory Auditors of the company, were appointed in the 4th Annual General Meeting of the Company for a term of five years from the conclusion of the said Annual General Meeting as per the provisions of Companies Act, 2013, subject to ratification by shareholders in every subsequent Annual General Meeting. The Board of Directors recommends the Shareholders to ratify the appointment of Statutory Auditors for the financial year 2015-2016 and fix their remuneration. 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 Secretaries in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure "B" to this Report. COMMENTS ON SECRETARIAL AUDITORS' REPORT The Company is taking necessary steps to comply with the provisions of Section 149, 203 of the Companies Act, 2013 and the Listing Agreement. The Board of Directors will ensure that the necessary forms are filed with the Registrar of Companies wherever applicable. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: The Company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future. PARTICULARS OF EMPLOYEES: None of the employees draws remuneration of Rs. 500,000/- or above per month and Rs. 6,000,000/- 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. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - "C. " RELATED PARTY TRANSACTIONS: The transaction with the related parties entered into during the period under review had been in the ordinary course of business and at arm's length basis. The details of related party transaction pursuant to clause (h) of sub -section 134 of the Act, is enclosed in Form AOC-2 as Annexure - "D" MANAGEMENT DISCUSSION AND ANALYSIS: Management Discussion and Analysis Report, emphasizing the business details, is attached and forms part of the report. CORPORATE GOVERNANCE The Report on Corporate Governance and Auditors certificate on Compliance with the Code of Corporate Governance are provided and forms part of this report. LISTING WITH STOCK EXCHANGE The Company's equity shares are listed in BSE SME Platform. CORPORATE SOCIAL RESPONSIBILITY (CSR): The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate Social Responsibility are not applicable to the Company. VIGIL MECHANISM: In Compliance of Section 177 of Companies Act, 2013 and in terms of Clause 52 of the Listing Agreement, the Company has set up a Whistle Blower policy. In terms of the said policy the Directors and employees are given direct access to the Chairman of the Audit Committee to report genuine concerns or grievances. Adequate safeguards are in place against victimization of employees who availed the mechanism. 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. 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. ACKNOWLEDGEMENT: ' Your Directors take this opportunity to express their thanks to the Shareholders, Customers, Suppliers Banks and Government for their valuable assistance and support. Your Directors wish to place on record their appreciation of the sincere efforts put in by the employees of the Company at all levels. On Behalf of the Board For RCL RETAIL LIMITED Sd/- Nitesh R Lodha Managing Director Sd/- Vimal Chand Chordia Director •Place: Chennai Date: 14.11.2015 |