Home  »  Company  »  Rajasthan Petro  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Rajasthan Petro Synthetics Ltd.

Mar 31, 2015

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


Mar 31, 2014

Dear Members,

The Directors present their 32nd Annual Report along with Audited Accounts for the year ended on 31st March, 2014.

Operations

During the year under review, the Company undertook sub-contract work for a C &F Agent and made a net profit Rs. 28.03 lacs. The sub-contract stands terminated w.e.f. 31.3.2014.

Dividend

In view of the negligible profit during the year under review, your Directors express their inability to recommend any dividend.

Deposits

During the year the Company has not accepted any deposits from Public under Section 58 A of the Companies Act, 1956.

Directors

Shri Rishabh Goel (DIN 06888389) joined the Board as an Additional Director on 28th June, 2014 in terms of Article 81 of the Articles of Association of the Company Shri Rishabh Goel holds the office of Additional Director till the conclusion of the Annual General Meeting and resolution for his appointment as director is given in the notice of the Annual General Meeting.

Shri S.S.Shaktawat retires by rotation and being eligible offers himself for re-appointment.

Auditors

M/s. M.B.R & Co., Chartered Accountants, the retiring Statutory Auditors of the Company, have confirmed their eligibility and willingness to accept office, if re-appointed. The Company has received certificate from them to the effect that their re- appointment, if made, would be in conformity with the Section 139 of the Companies Act, 2013.

Particulars of Employees

The Company has no employee in receipt of remuneration above the limit specified under section 217(2A) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption

The Company has nothing to report under this heading, as the Company is not presently involved in any manufacturing or processing activities.

Foreign Exchange Earning and Outgo

Foreign Exchange Earning during the year - Nil

Foreign Exchange spent during the year - Nil

Corporate governance

The Company is committed to maintain highest standards of Corporate Governance. The Directors adhere to the requirement set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented the stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Directors* Responsibility Statement

We report that:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) The directors have selectrf such accpimt 'm3 policies so as to give a true and fair view of the state of affaire of the

3) Preventing and detecting fraud and the other irregularities;

4) the directors have prepared the Annual Accounts for the year ended 31.3.2014 on a 'going concern basis'.

Acknowledgement

The Directors would like t0 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 behalf of the Board of Directors

Place: New Delhi Date : 28.06 14 (S. S Shaktawat) (B.R. Goyal) Director Chairman


Mar 31, 2013

Dear Members,

The Directors present their 31st Annual Report along with Audited Accounts for the year ended on 31st March, 2013. Financial Results & Operations

During the year under review the Company had income of Rs. 124.41 Lacs from operations and the net profit of Rs.20.78 Lacs.

Dividend

In view of the negligible profit during the year under review, your Directors express their inability to recommend any dividend.

Deposits

During the year the Company has not accepted any deposits from Public under Section 58 A of the Companies Act, 1956.

Directors

There has been no change in the Board of Directors of the Company. Shri B. R. Goyal is liable to retire by rotation and being eligible offers himself for re- appointment.

Directors'' Responsibility Statement

We report that:

1) in the preparation of the annual accounts,'' the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) the directors have selected such accounting policies so as to give a true and fair view of the state of affairs of the Company;

3) the directors have taken proper and sufficient care for- the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company, and for preventing and detecting fraud and the other irregularities;

4) the directors have prepared the Annual Accounts for the year ended 31.3.2013 on a ''going concern basis''.

Auditors

M/s. M.B.R & Co., Chartered Accountants, the retiring Auditors of the Company, have confirmed their eligibility and willingness to accept office, if re-appointed. The Company has received certificate from them to the effect that their re-appointment, if made, would be in conformity with the Section 224(1 B) of the Companies Act, 1956.

Particulars of Employees

The Company has no employee in receipt of remuneration above the limit specified under section 217(2A) of the Companies Act, 1956.

Conservation of Energy. Technology Absorption

The Company has nothing to report under this heading, as the Company is not presently involved in any manufacturing or processing activities.

Corporate governance

The Company is committed to maintain highest standards of Corporate Governance. The Directors adhere to the requirement set out by the Securities and Exchange Board of India''s Corporate Governance practices and having implemented the stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. .

Acknowledgement

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 behalf of the Board of Directors

Place: New Delhi (Manoj Khemani) (B.R. Goyal)

Date : 30.05.13 Director & Manager Director


Mar 31, 2012

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Statement of Accounts for the year ended 31 March, 2012.

Financial Results and Operation

During the year under review the Company had a turnover of Rs 245.18 Lacs and the net profit of Rs.9.22 Lacs

Dividend

In view of the negligible profit during the year under review, Your Directors express their inability to recommend any dividend.

Deposits

During me year the Company has not accepted any deposits from public under Section 56-A of the Companies Act, 1956.

Directors

There has been no change in the Board of Director of the Company. Shri S.S Shaktawat is liable to retire by rotation and being eligible, as offers himself for re-appointment.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217<2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates mat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date.

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company, and for preventing and defecting fraud and the other irregularities;

(iv) the directors have prepared the Annual Accounts for the year ended 31.3.2012 on a 'going concern basis'.

Auditors

M/s M B R & Co., Chartered Accountants, Auditors of the Company retire at the confusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received certificate from them to the effect that their re-appointment. if made, would be in conformity with the Section 224 (IB) of the Companies Act, 1956.

Particulars of Employees

There is no employee under the category whose particulars are required to be given under section 217(2A), as amended of the Companies Act. 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Since the Company is not presently involved in any manufacturing or processing activity, the information regarding conservation of energy, technology absorption and R & D as required to be disclosed is not given.

Foreign Exchange Earning and Outgo

Foreign Exchange earned during the year: Nil

Foreign Exchange spent on traveling during the year Rs 2,35,655/-

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented the stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

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 behalf of the Board of Directors

Place: New Delhi (Manoj Khemam) (B.R. Goyal)

Date: 30.05.12 Director & Manager Director


Mar 31, 2010

The Directors have pleasure in presenting the 28m Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2010.

Financial Results and Operations

During the year under review the Company had a turnover of Rs.35,61,962.00/- and the year closed with a loss of Rs. 17,145/-

Dividend

In view of the loss during the year under review, your Directors express their inability to recommend any dividend.

Deposits

During the year the Company has not accepted any deposits from public under Section 58-A of the Companies Act, 1956.

Directors

Mr. Manoj Khemani retires by rotation and being eligible, offers himself for re-appointment.

Auditors

M/s M.B.R & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received certificate from them to the effect that their re-appointment, if made, would be in conformity, with the Section 224(IB) of the Companies Act, 1956.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii} the Directors have 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 as at March 31, 2011 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Particulars of Employees

There is no employee under the category whose particulars are required to be given under section 217(2A), as amended of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Since the Company is not presently involved in any manufacturing or processing activity, the information regarding conservation of energy, technology absorption and R & D as required to be disclosed is not given.

Foreign Exchange Earning and Outgo

During the year under review, the company has neither earned nor incurred any Foreign exchange.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented the stipulations prescribed. The Report on Corporate-Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

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

Place: Delhi (B.R.GOYAL) (G.S.PODDAR)

Dated: 28.08.10 DIRECTOR Managing DIECTOR

 
Subscribe now to get personal finance updates in your inbox!