TO THE MEMBERS
Dear Members,
Your Directors have pleasure in presenting their 42,ui Annual Report and the Audited
Financial Statements for the Financial Year ended March 31st, 2024.
1. Financial summary or highlights/Performance of the Company
| Particulars |
2023-24 |
2022-23 |
|
(Rs. in lakhs) |
(Rs. in lakhs) |
| Revenue from Operations |
20.45 |
18.00 |
| Other Income |
0.02 |
0.08 |
| Total Income |
20.47 |
18.08 |
| Operating Expenses |
- |
- |
| Employee Benefit Expense |
8.06 |
8.06 |
| Finance Cost |
0.45 |
0.45 |
| Depreciation |
- |
- |
| Other Expense |
11.64 |
9.23 |
| Total Expense |
20.15 |
17.74 |
| Profit/ Loss before exceptional item and tax |
0.32 |
0.34 |
| Exceptional Item |
- |
- |
| Profit before tax |
0.32 |
0.34 |
| Current Tax |
0.05 |
0.05 |
| Net Profit |
0.27 |
0.29 |
2. Brief description of the Company's working during the year/State of Company's affair
During the year under review, the Company undertook sub-contract work for a C & F
Agent. The Company earned profit of Rs. 27000/-.
3. Change in the nature of business, if any
There is no change in the nature of business during the year under review.
4. Dividend
The Directors do not recommend any dividend for the financial year 2023-24 due to
insufficient profit.
5. Reserves
No amount has been transferred to Reserves duringthe year.
6. Management Discussion And Analysis Report:
Pursuant to Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report is appended to this
report.
7. Corporate Governance Disclosures
In compliance with Regulation 34(3) of the Listing Regulations,2015 a separate report
on Corporate Governance along with the a certificate from the Auditors on its Compliance
forms an integral part of this Report.
Certificate from Practicing Company Secretary certifying that none of the Directors
have been debarred or disqualified from being appointed or continuing as Directors of the
Company pursuant to Regulation 34(3) read with schedule V Para C clause (10)(i) of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 , is attached to the
Corporate Governance Report.
8. Indian Accounting Standards (IND AS)- IFRS Converged Standards
Pursuant to notification of Ministry of Corporate Affairs dated 16th February, 2015
notifying (Indian Accounting Standard] Rules, 2015 IND AS is applicable to our Company,
w.e.f 01st April, 2017.
9. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to
BSE where the Company's Shares are listed.
10. Events Subsequent to the date of Financial Statements:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
on the date of this report.
11. Directors and Key Managerial Personnel
The Board of Directors is duly constituted with Sh. Rishabh Goel, Sh. Bhagat Ram Goyal,
Mrs. Priyanka Maggo & Shri Kanishka Jain.The above constitution of Board of Directors
is as per Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements]
Regulations, 2015.
Mr. Kanishka Jain, Non Executive Director, retire by rotation as per section 152 (6] at
the forthcoming Annual General Meetingand being eligible, offer himself for reappointment.
12. Particulars of Employees:
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel] Rules,
2014, Statement of particulars of employees is annexed as Annexurel.
13. Board Meetings
During the year Five (5] Board 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.
14. Board Committees
The Company has duly constituted Board level committees namely Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee as mandated
by the applicable laws and as per the business requirements.
The details with respect to Board Committees are provided in the Corporate Governance
Report of the Company which forms part of this report
15. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obliglations and
Disclosure Requirements]Regulations, 2015, 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.
16. Independent Directors' Meeting
During the year under review, the Independent Directors met on 12th March, 2024 inter
alia, to discuss:
• Evaluation of the performance of Non-independent Directors and the Board of
Directors as a whole.
• Evaluation of the performance of the chairman of the Company, taking into
account the views of the Executive and Non-executive directors.
• Evaluation of the quality, content and timelines of flow of information between
the Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
All the Independent Directors were present at the Meeting.
17. 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.
18. Vigil Mechanism / Whistle Blower Policy:
The Company has a Whistle Blower Policy to deal with instance of unethical behavior
actual or suspected fraud or violation of the Company's code of conduct, if any. The
details of the Whistle Blower Policy are posted on the website of the Company.
19. Corporate Social Responsibility
Section 135 of the Companies Act, 2013 and rules made thereunder of the Corporate
Social Responsibility is not applicable to the Company during the financial year under
review.
20. Details of Subsidiarv/loint Ventures/Associate Companies
The Company has no subsidiary or joint venture or associate company.
21. Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act,2013, the members at the
40th Annual General Meeting of the Company held on 30th September,2022 appointed M/s
Saluja & Associates, Chartered Accountants,(Firm Registration no. 000148N) as
statutory auditors of the Company from the conclusion of 40th Annual General Meeting till
the conclusion of 45th Annual General meeting for a period of five consecutive years. As
required under Section 142 of the Companies Act,2013, a proposal is put up for approval of
members for authorising the Board of Directors of the Company to fix Auditor's
remuneration for the year 2024-25 and thereafter. The members are requested to approve the
same.
22. Auditor's 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.
23. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s. Rohit Bhatia
& Associates, Practicing Company Secretary has been appointed Secretarial Auditors
of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to
this report. The report is self-explanatory and do not call for any further comments.
24. Internal Audit & Controls
The Company has appointed M/s MBR & Company LLP 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. Internal Auditors
findings are discussed with the process owners and suitable corrective actions taken as
per the directions of Audit Committee on an ongoing basis to improve efficiency in
operations. The Audit Committee periodically review internal control system.
25. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Director of the Company is
responsible for implementation of the Code.
All Board Members and the designated employees have confirmed compliance with the Code.
26. Risk Management Policy
Risk Management Policy is not applicable on our Company during theyear under review.
27. Extract Of Annual Return:
The Annual Return of the Company in form MGT-7 as required under Section 92 and Section
134 of the Act read with Rule 12 of the Companies (Management and Administration)
Rules,2014 is available on the website of the Company at www.rpsl.co.in
28. Deposits
The Company has not accepted any deposits during the year under review. There was no
deposit outstanding at the beginning of the year.
29. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future
No such orders had been passed by the regulators or courts or tribunals impacting the
going concern status and company's operations in future.
30. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements.
The audit committee periodically reviews internal control system which are designated
to assured that the overhead level are reduced to the minimum.
31. Particulars of Loans. Guarantees or Investments Under Section 186
No loans, guarantees and investment has been granted by the Company during the
financial year.
32. Particulars of contracts or arrangements with related parties:
There is no a related party contract or arrangement by the company during the reporting
financial year.
33. Obligation of Company Under the Sexual Harassment of Women at workplace
fPrevention. Prohibition and Redressall Act, 2013
The provisions relating to constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013
is not applicable to our Company as the number of employees is below 10 during the year
under review.
34. Maintenance of Cost Records under Sub Section f 11 of Section 148 of the Companies
Act, 2013 as Specified by Central Government
The Central Government has not prescribed the maintenance of cost records under Sub
Section (1) of Section 148 of the Companies Act, 2013 for any of the products/services of
the Company.
35. 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
Foreignexchangespent duringtheyear-Nil
36. Human Resource
There are no Industrial Relation issues during the year under review.
37. Green Initiative
Electronic copies of Annual Report 2023-24 and the Notice of 42nd Annual General
Meeting are sent to the members whose e-mail addresses are registered with the Company/
Depository Participant(s).
38. Directors' Responsibility Statement
The Board of Directors pursuant to clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2 013, state that
(a) in the preparation of the annual accounts for the Financial year ended 31st
March,2024 the applicable Accounting Standards and schedule III of the Companies Act
2013,have been followed and there are no material departures from the same,
(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, 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.
39. Transfer of Amounts to Investor Education and Protection Fund
The Non-convertible Debentures Redemption proceeds which were lying with IDBI
Trusteeship Services Ltd. (Trustees to the Non-convertible Debentures issued by the
Company) as unpaid or unclaimed for a period of Seven Years, have been transferred to the
Investor Education and Protection Fund on 08,h May,2018.
40. Compliance with Secretarial Standards
The Company is fully compliant with the applicable Secretarial Standards (SS) viz, SS-1
& SS-2 on meetings of the Board of Directors and General Meetings respectively.
41. Code Of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees. The Code has been posted on the Company's website
www.rpsl.co.in
42. Acknowledgements
The Directors would like to express their appreciation for the continued confidence
reposed in them by the share holders of the Company and look forward to their continued
support.
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For and on behalf of the Board of Directors |
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Rajasthan Petro Synthetics Limited |
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(Rishabh Goel) |
(B.R. Goyal) |
|
Managing Director |
Chairman |
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DIN:06888389 |
DIN:01659885 |
| Place: New Delhi |
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| Date: 13.08.2024 |
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