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Directors Report of Rahul Merchandising Ltd.

Mar 31, 2014

Dear Member,

On behalf of the Board of Directors of your Company, we share with you the Annual Report along with the audited financial statements of your Company for the financial year ended March 31, 2014.

FINANCIAL PERFORMANCE

In (Rs.) lacs PARTICULARS 2013-2014 2012-2013

Total Income 34.75 2.01

Total Expenditure 33.97 12.99

Profits/(Loss) before interest, Depreciation and Tax 0.77 (10.97)

Interest and Financial Charges 0.00 0.00

Profits/(Loss) before Depreciation and Tax 0.77 (10.97)

Depreciation 0.00 0.00

Net Profits/(Loss) before Tax 0.77 (10.97)

Tax Provision 0.00 0.00

Net Profits/(Loss) 0.77 (10.97)





MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with Stock Exchange, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the annual report.

DIRECTORS

As per provisions of the Companies Act, 2013, Mr. Himanshu Chandani and Ms. Snehlata Kaim, Independent Directors, are proposed to be reappointed at the ensuing AGM for a term of five years.

Mr. Suresh Mansharamani, Executive-Non-Independent Director, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

None of the Directors are disqualified under section 164 (2) of the Companies Act, 2013.

DIVIDEND

Due to accumulated losses of the previous years, your Directors are unable to recommend any dividend for the year under review.

AUDITORS

M/S. JAGDISH SAPRA & CO. CHARTERED ACCOUNTANTS, New Delhi, retire at the ensuing Annual General Meeting of the company and are eligible for reappointment.

AUDIT REPORT & ACCOUNTS

The comments on statement of accounts referred to in the report of the auditors are self-explanatory.

PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended in 2011 to this report are– NIL.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy And Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting NIL foreign exchange earnings and outgo during the accounting Year 2013-14.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuance to section 217(2AA) we state –

i) That in the preparation of the annual accounts the applicable accounting standards had been followed and there is no material departure;

ii) that your 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 accounting year and of the profit or loss of the company for that year; iii) that your 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 and iv) that your directors had prepared the annual accounts on a going concern basis.

MATERIAL CHANGE

There was no material change affecting the financial position of the Company between the date of Balance Sheet and the date of this Report.

CORPORATE GOVERNANCE REPORT

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization''s corporate governance philosophy is directly linked to high performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and Society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders.

The Compliance report on corporate governance and a certificate from M/s Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under clause 49 of the listing agreement with the stock exchanges, is attached herewith to this report.

ACKNOWLEDGEMENT

Your directors wish to convey their thanks to their Employees, Shareholders, Bankers and auditors for continuance of their support.

For and on behalf of the Board of Directors

Sd/- Date : 07/08/14 Suresh Mansharamani Place : New Delhi CHAIRMAN

 
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