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Directors Report of Rap Media Ltd.

Mar 31, 2015

The Members,

Rap Media Limited

The Directors present the twenty first Annual Report of your Company along with the Financial Statements for the year ended 31st March, 2015.

Financial Highlights:

(Rs. In lacs)

Particulars For the For the year ended year ended March 31, 2015 March 31, 2014

Revenue from operations 182.81 182.81

Operating Profit/ (Loss) 17.13 33.74

Profit/ (Loss) before Tax (26.01) (11.15)

Provision for Tax (2.98) 0.08

Profit/ (Loss) after Tax (23.03) (11.23)

Balance brought forward from previous year (52.25) (41.02)

Profit/ (Loss) carried to Balance Sheet (75.28) (52.25)

Dividend

The Directors do not propose to recommend any dividend for the year under review in view of accumulated losses.

Operations:

The Total Income of the Company was Rs.184.09 lacs as compared to Rs.183.30 lacs of the previous year. The loss after tax was Rs.23.03 lacs as compared to loss of Rs.11.23 lacs of the previous year. The Company has kept all its projects on hold due to adverse market conditions.

Material changes and commitments after the end of financial year

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

Particulars of loans, guarantees or investment

The Company does not have any loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

Human Resource

The Company continues to place significant importance on its human resources and enjoys cordial and peaceful relations at all levels. The Directors are pleased to place on record their appreciation of the services rendered by the employees at all levels.

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at workplace and matters connected therewith or incidental thereto covering all the aspects.

Particulars of Employee:

There is no information required to be given pursuant to section 197 read with Rule -5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Environment, Health & Safety:

Your Company is committed to ensure a clean and green pollution-free environment as well as a healthy and safe work place. Further the Company is taking environmental friendly initiatives like, energy saving projects and waste reduction initiatives.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings & 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 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A" which forms the part of the report .

Deposits

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Directors:

As per the provisions of Section 149(4), 161 and other applicable provision under the Companies Act, 2013, the Board has appointed Mr. Navdeep Singh Khera as an Independent Director of the Company with effect from December 11, 2014. The above appointment was based on recommendation of Nomination and Remuneration Committee and subject to approval of the Shareholders of the Company at the forthcoming Annual General Meeting.

During the year, Mr. H. V. Deodhar resigned as Director due to personal reasons.

As per the provisions of the Companies Act, 2013 and Articles of Association, Ms. Ritika Arora is liable to retire by rotation at the Twenty First Annual General Meeting.

Ms. Ritika Arora has confirmed her eligibility and willingness to accept the office of Directorship of your Company, if appointed. In the opinion of your Directors, Ms. Ritika Arora has the requisite qualifications and experience which would be useful for your Company and would enable her to contribute effectively to your Company's good operational performance and overall good corporate governance in her capacity as Director of your Company.

It is, therefore, considered prudent that your Company should continue to avail of the services of Ms. Ritika Arora as Director and the Board recommends that the proposed resolution relating to re-appointment of Ms. Ritika Arora as Director of your Company be approved.

The term of Mr. Rupinder Singh Arora as Managing Director will come to an end on 31st July, 2015. The Board in its meeting held on 30th July, 2015 has appointed him as Managing Director for a further period of five years. Approval of the shareholders pursuant to the provisions of Section 196 and 197 of the Companies Act, 2013 read with Schedule V thereto is being obtained to the reappointment of Mr. Rupinder Singh Arora as Managing Director of the Company.

None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions vis-à-vis the Company, other than salaries, commission, sitting fees.

Declaration given by independent directors

All Independent Directors have given declarations that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Familiarization programme for Independent Directors

The Company's familiarization programme for Independent Directors provides orientation and training at the time of joining to enable them to understand the operations, business and other details of the Company. The Independent Directors are regularly briefed on the developments that are taking place in the Company and its operations.

Number of meetings of the Board.

The Board meets at regular intervals to review the Company's businesses and discuss strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and to ensure effective participation.

During the year, five board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and Listing Agreement

Committees of the Board

During the year, in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has constituted or reconstituted its Committees.

Currently, the Board has the following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Details of the Committees along with their constitution and other details are provided in the "Report on Corporate Governance".

Directors Responsibility Statement:

Your Directors confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2015 and of the loss of the Company for that year;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

v) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Director's appointment and remuneration

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director.

The following attributes / criteria for selection have been laid by the Board on the recommendation of the Committee.

a) Cultural fit and personal values

b) Vision and Strategic Management

c) Independence and impeccable reputation for integrity, deep expertise and insights and complementary skills

d) Change management and influencing change

The Policy for appointment of Director, Key Managerial Personnel (KMP) and Senior Management is annexed as "Annexure E"

Annual evaluation of performance by the Board

As per criteria for performance evaluation, laid down by the Nomination and Remuneration Committee, the Board has assessed its own performance, the performance of each of the Directors and the performance of its committees.

The Independent Directors have assessed the performance of each of the non independent Director as provided in the Act and the Listing Agreement.

Remuneration Policy:

The Board has, on recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is set out in the annexure to this report.

Related Party Transaction:

All the related party transactions that were entered into during the financial year were on the arm's length and were in ordinary course of business. All Related Party Transaction are placed before the Audit Committee as also the Board for the approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis which is for known and of repetitive nature. The transaction entered into pursuant to the omnibus approval so granted are audited and statement giving details of all the related party transactions is placed before the Audit Committee and Board of Directors for their approval on quarterly basis.

As per clause (h) of Sub-Section (3) of Section 134 of Companies Act, 2013 and Rule 8(2) of Companies (Accounts) Rule 2014, the details forming transaction of all the related party transaction in form AOC – 2 is annexed as "Annexure…B."

The policy on Related Party Transactions, as approved by the Board, is uploaded on the website of the Company.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the Company as the Company has posted losses.

Vigil Mechanism/ Whistle Blower Policy:

Your Company has adopted and disseminated its Whistle-Blower Policy to provide a secure environment and encourage employees to report unethical, unlawful or improper practices, acts or activities and to prohibit any adverse personnel action against those who report such practices in good faith.

The Whistle-Blower Policy is disclosed on the website of the Company under the heading Whistle Blower Policy to deal with the instance of fraud and mismanagement, if any.

Statutory Auditors:

M/s. Vinay Gudi & Associates, Chartered Accountants, (Registration No.129032W) Auditors of the Company have expressed their unwillingness to continue as auditors which will be effective from the close of the ensuing Annual General Meeting. M/s. Sunil Mistry & Company, Chartered Accountants (Registration No.123435W) have conveyed that, if appointed, they would be eligible to act as Auditor of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed there under, for appointment as Statutory Auditors of the Company.

Your Directors on recommendation of the Audit Committee, seek approval of the Shareholders, for appointment of, M/s. M/s. Sunil Mistry & Company, (Registration No.123435W) Chartered Accountants, as

the Statutory Auditors of the Company, from the conclusion of the forthcoming Annual General Meeting till the conclusion of the twenty-seventh Annual General Meeting of the Company, on such remuneration as shall be fixed by the Board of Directors, as set out in the resolution included in Notice convening the Annual General Meeting of the Company.

Secretarial Audit-

In accordance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s.V.N Deodhar & Co., Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is set out in the annexure to this report. Pursuant to provision of Section 204, of the Companies Act 2013 and Companies (Appointment and remuneration of managerial personnel) Rules 2014, the Company has appointed M/s V .N. Deodhar & Co. Company Secretaries to undertake Secretarial Audit of the Company. The report of Secretarial Auditor is annexed herewith as "Annexure C"

Comments on auditors' report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Vinay Gudi & Associates, Statutory Auditors, in their Auditor's Report and by Mr. V.N Deodhar & Co., Company Secretaries, in their Secretarial Audit Report.

The Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Extract of Annual Return

The details forming part of extract of Annual Return in form MGT – 9 is annexed herewith as "Annexure D"

Management Discussion & Analysis Report and Report on Corporate Governance

a) As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report and Management Discussion and Analysis Report are annexed and form part of the Directors' report. (Annexure F & G respectively)

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuous support and co-operation received from customers, dealers, suppliers, financial institutions and others in successfully conducting the company's business operations. Your Directors also wish to place on record their deep sense of appreciation for the commitment and dedicated service of the company's employees. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

On behalf of the Board of Directors,

R.S. ARORA

Chairman & Managing Director

Place: Mumbai

Date:30th July, 2015


Mar 31, 2014

Dear Members,

The Directors present before you the Twentieth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2014.

2013-2014 2012-2013 (Rupees) (Rupees)

Profit before Depreciation 23,70,981 38,19,026

Less: Depreciation 34,86,021 35,72,809

Profit/(Loss) after Depreciation (11,15,040) 2,46,217

Less: Provision for Taxation

Provision for Deferred Tax 8,099 9,15,323

Income Tax Current Year - 25,000

Profit/(loss) for the Year (11,23,139) (6,94,106)

Loss brought forward from Previous Year (41,01,728) (34,07,622)

Loss carried to Balance Sheet (52,24,867) (41,01,728)

PERFORMANCE

The total income of the Company was Rs.183.30 lacs as compared to Rs.189.91 lacs of the previous year. The loss after tax was Rs.11.23 lacs as compared to loss of Rs.6.94 lacs of the previous year. The Company has kept all its projects on hold due to adverse market conditions.

DIVIDEND

The Board of Directors regrets its inability to declare dividend in view of loss.

1. DIRECTORS'' RESPONSIBILITY STATEMENT

Directors confirm and state the following in pursuance of provisions of Section 217(2AA) of the Companies Act, 1956-

(i) that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that 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 at the end of financial year and of Loss of the Company for that year.

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

(iv) that the Directors have prepared the annual accounts on a going concern basis.

2. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, a detailed Corporate Governance Report is annexed to the Directors'' Report.

3. DIRECTORS

Ms.Ritika Arora retires by rotation and being eligible for offers herself for reappointment.

4. LISTING ON STOCK EXCHANGES

The Company is listed on the Bombay Stock Exchange Limited only. The annual listing fees have been paid and there is no outstanding payment due to the Exchange, as on date.

5. AUDITORS'' REPORT

The observations of the Auditors are self explanatory.

6. AUDITORS

M/s. Vinay Gudi & Associates, Chartered Accountants retire and are eligible for re-appointment. M/s. Vinay Gudi & Associates, have informed that they are willing to act as Auditors, if appointed.

7. PARTICULARS OF EMPLOYEES

The particulars of employees required to be given under provisions of Section 217 (2A) of the Companies Act,1956- NIL.

8. ACCEPTANCE OF PUBLIC DEPOSITS

The Company has not accepted public deposits during the year under review nor proposes to accept any public deposit in future.

For and on behalf of the Board of Directors

RUPINDER SINGH ARORA Chairman & Managing Director

Mumbai, Dated:12th August, 2014

Registered Office: Arora House, 16, Golf Link, Union Park, Khar (West) Mumbai- 400 052


Mar 31, 2013

To the Shareholders

The Directors present before you the Nineteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

2012-2013 2011-2012 (Rupees) (Rupees)

Profit before Finance Charges And Depreciation 38,19,026 1,02,54,055

Less: Interest - 14,056

Profit before Depreciation and 38,19,026 1,02,39,999

Less: Depreciation 35,72,809 36,97,716

Profit/(Loss) after Depreciation 2,46,217 05,42,283

Less: Provision for Taxation

Provision for Deferred Tax 9,15,323 (1,55,368)

Income Tax Current Year 25,000 12,50,000

Profit/(loss) for the Year (6,94,106) 54,47,651

Loss brought forward from Previous Year (34,07,622) (88,55,273)

Loss carried to Balance Sheet (41,01,728) (34,07,622)

PERFORMANCE

The total income of the Company was Rs.189.90 lacs as compared to Rs.297.14 lacs of the previous, year. The loss after tax was Rs.6.94 lacs as compared to Profit of Rs.54.48 lacs of the previous year. The Company has kept all its projects on hold due to adverse market conditions.

DIVIDEND

The Board of Directors regrets its inability to declare dividend in view of loss.

1. DIRECTORS'' RESPONSIBILITY STATEMENT

Directors confirm and state the following in pursuance of provisions of Section 217(2AA) of the Compan ies Act, 1956-

(i) that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that 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 at the end of financial year and of Loss for the year vhe Company for that year.

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

(iv) that the Directors have prepared the annual accounts on a going concern basis.

2. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, a detailed Corporate Governance Report is annexed to the Director'' Report.

3. DIRECTORS

Mr.Chandir Gidwani retires by rotation and being eligible for offers herself for reappointment.

The Board of Directors has appointed Shri Hrushikesh Deodhar as an Additional Director, who holds office up to the date of ensuing Annual General Meeting. It is proposed to obtain approval of Shareholders at the ensuing Annual General Meeting for the appointment of Shri Hrushikesh Deodhar as a Director liable to retire by rotation.

4. LISTING O N STOCK EXCHANGES

The Company is listed on the Bombay Stock Exchange Limited only. The annual listing fees have been paid and there is no outstanding payment due to the Exchange, as on date.

5. AUDITORS'' REPORT

The observations of the Auditors are self explanatory.

6. AUDITORS

M/s. Viinay Gudi & Associates, Chartered Accountants retire and are eligible for re-appointment. M/s. Vinay Gudi & Associates, have informed that they are willing to act as Auditors, if appointed.

7. PARTICULARS OF EMPLOYEES

The particulars of employees required to be given under provisions of Section 217 (2A) of the Companies Act,1 956-NIL.

8. ACCEPTANCE OF PUBLIC DEPOSITS

Tho Company has not accepted public deposits during the year under review nor proposes to accept an''/ public deposit in future.

For and on behalf of the Board of Directors

RUPINDER SINGH ARORA

Chairman & Managing Director

Murnbai. Dated:14th August, 2013

Registered Office:

Arora House,

16, G.olf Link,

Union Park, Khar (West)

Mumibai- 400 052


Mar 31, 2012

The Directors present before you the Eighteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2012.

2011-2012 2010-2011 (Rupees) (Rupees)

Profit before Finance Charges And Depreciation 1,02,54,055 89,01,794

Less: Interest 14,056 88,100

Profit before Depreciation and Taxation 1,02,39,999 8813,694

Less: Depreciation 36,97,716 43,90,099

Profit/(Loss) after Depreciation 65,42,283 44,23,595

Less: Provision for Taxation

Provision for Deferred Tax (1,55,368) (7,10,573)

Income Tax Current Year 12,50,000 8,40,000

Income Tax Earlier Year - 10,612

Profit/(loss) for the Year 54,47,651 42,83,556

Loss brought forward from Previous Year (88,55,273) (131,38,830)

Loss carried to Balance Sheet (34,07,622) (88,55,273)

PERFORMANCE

The total income of the Company was Rs. 297.14 lacs as compared to Rs. 184.93 lacs of the previous year. The profit after tax was Rs. 54.48 lacs as compared to Rs. 42.84 lacs of the previous year. The Company has kept all its projects on hold due to adverse market conditions.

DIVIDEND

The Board of Directors regrets its inability to declare dividend in view of brought forward loss from previous years.

1. DIRECTORS' RESPONSIBILITY STATEMENT

Directors confirm and state the following in pursuance of provisions of Section 217(2AA) of the Companies Act, 1956-

(i) that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that 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 at the end of financial year and of Profit for the year the Company for that year.

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

(iv) That the Directors have prepared the annual accounts on a going concern basis.

2. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, a detailed Corporate Governance Report is annexed to the Director' Report.

3. DIRECTORS

Ms. Ritika Arora retires by rotation and being eligible offers herself for reappointment. 4. LISTING ON STOCK EXCHANGES

The Company is listed on the BSE Ltd. only. The annual listing fees have been paid and there is no outstanding payment due to the Exchange, as oh date.

5. AUDITORS' REPORT

The observations of the Auditors are self explanatory.

6. AUDITORS

M/s. Vinay Gudi & Associates, Chartered Accountants retire and are eligible for re-appointment. M/s. Vinay Gudi & Associates, have informed that they are willing to act as Auditors, if appointed.

7. PARTICULARS OF EMPLOYEES

The particulars of employees required to be given under provisions of Section 217 (2A) of the Companies Act, 1956 -NIL

8. ACCEPTANCE OF PUBLIC DEPOSITS

The Company had not accepted public deposits during the year under review nor proposes to accept any public deposit in future.



For and on behalf of the Board of Directors

RUPINDER SINGH ARORA Chairman & Managing Director

Mumbai, Dated: 31st May, 2012

Registered Office: Arora House, 16, Golf Link, Union Park, Khar (West) Mumbai- 400 052

 
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