rahul merchandising ltd Directors report

Dear Members,

Your Board of Directors are pleased to present the Companies 30^thAnnual Report and the Companys Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS- AT A GLANCE Overall Performance of your Company:

The Financial Year 2022-23 had not been fortunate enough for the Company as your Company has shown a conventional performance during the year under review. The net Loss of your Company had gone down from Rs. (1,31,000/-) in the Financial Year 2021-2022 to Rs. (90,000/-) in the current Financial Year 2022-23.

The financial summary, performance highlights operations/state of affair of your Company for the years are summarized below: Amount (In Lakh)

PARTICULARS	Standalone
	2022-23	2021-22
Income from Business Operations	5.78	5.40
Other Income	1.28	-
Total Income	7.06	5.40
Less: Expenditure except Depreciation	7.96	6.71
Profit/Loss before Depreciation and Tax	(0.90)	(1.31)
Less: Depreciation	-	-
Profit/Loss before Tax	(0.90)	(1.31)
Less: Tax Expense	-	-
Add: Deferred Tax Asset	-	-
Add: MAT Credit Entitlement	-	-
Less: Prior Period Taxes	-	-
• Net Profit/Loss after tax	(0.90)	(1.31)
Add: Other Comprehensive Income	-	-
Net Profit/Loss for the period	(0.90)	(1.31)
Earnings per share:
Basic	(0.03)	(0.04)
Diluted	(0.03)	(0.04)

1. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS UNDER SECTION 134(3)(i) OF THE COMPANIES ACT, 2013

During the year under review, the total revenue from operations was Rs 5.78 Lakh on standalone basis as compared to the last years revenue of Rs. 5.40 Lakh on standalone basis. Earning Before Tax (EBT) for the period is Rs. (0.90) Lac as compared to Rs. (1.31) Lakh of last fiscal year. Earnings After Tax (EAT) stood at Rs. (0.90) Lakh as compared to Rs (1.31) Lakh of last fiscal year and EPS stood at Rs. (0.03) as compared to Rs.(0.04) of last financial year.

2. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT, 2013

Your company has reported losses for the year under review; hence the Board of Directors of the Company have not recommended any Dividend on Equity Shares for the year under review.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone Financial Statements of the Company for the Financial Year 2022-23 have been prepared as per Ind AS.

4. TRANSFER TO RESERVE UNDER SECTION 134(3)(j) OF THE COMPANIES ACT, 2013

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.

5. SHARE CAPITAL

There was no change under the Share Capital as the Company has not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 2022-23.

As on 31st March, 2023, paid-up share capital of the Company stood at Rs. 35,122,500/- consisting of 3,512,250 Equity Shares of Rs. 10/- each.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply on the Company.

7. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of Section 73 of the Companies Act, 2013. There were no unclaimed deposits at the end of Financial Year i.e. 31st March, 2023.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company during the financial year 2022-23. A statement about Subsidiary / Joint Ventures / Associate Company in Form AOC-I is not applicable.

9. REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements for the year under review.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Board Report.

11. Change in Director(s) /Key Managerial Personnel(s) during the Year

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Re –designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

Sl No. Name	Designation	Date of Appointment/ Regularization	Date of Cessation
1. Mr. Vaibhav Goel	Chief Financial Officer	04.08.2022	-
2. Ms. Ruchi Chordia	Company Secretary & Compliance Officer	19.07.2022	-
3. Mr. Ankush Aggarwal	Independent Director	Regularized at AGM w.e.f.30.09.2022	-

During the year under review, no other changes took place in the composition of the Board of Directors of the Company. The composition of the Board of Directors of the Company is in compliance with the applicable norms.

12. Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

During the year Mr. Ankush Aggarwal was regularized at Annual General Meeting (AGM) w.e.f. 30.09.2022.

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are academically qualified, recognized, and respected individuals in their respective fields. Its an optimum mix of expertise (including financial expertise), leadership and professionalism.

13. Retirement by Rotation

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company.

Mr. Vaibhav Goel (DIN: 07899594) Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment to the Board of Directors of the Company at the ensuing Annual General Meeting (AGM).

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF

COMPANIES ACT, 2013

All Independent Directors have given declarations under section 149(7) that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

15. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT,2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2023 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Companys website and can be accessed at https://www.rahulmerchandising.in/investor-desk/annual-return

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES Meetings of Board of Directors

During the financial year ended on March 31, 2023, 07 (Seven) Board Meetings were duly held. The dates on which the Board meetings were held 04.04.2022, 28.05.2022, 19.07.2022, 04.08.2022, 06.09.2022, 07.11.2022 and 28.01.2023. The maximum interval between any two meetings didnt exceed 120 days, as prescribed in the Companies Act, 2013.Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report. Further, during the year, a separate meeting of the Independent Directors of the Company was held on March 15, 2023 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit Committee of the Company comprises of Ms. Snehlata Kaim (Chairperson), Mr. Vaibhav Goel and Mr. Ankush Aggarwal as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of Ms. Snehlata Kaim (Chairperson), Mr. Vaibhav Goel and Mr. Ankush Aggarwal as Member. The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders Relationship Committee of the Company comprises of Ms. Snehlata Kaim (Chairperson), Mr. Vaibhav Goel and Mr. Ankush Aggarwal as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 & 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

16. BOARD ANNUAL EVALUATIONUNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013

The provisions of section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

17. STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION OR

ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITORS

The members at the Annual General Meeting held on Monday, 30th September, 2019, appointed M/s. VSSA & Associates, Chartered Accountant, (Firm Registration No. 012421N) as Statutory Auditors of the Company for a period of Five years to hold office till the conclusion of 31st Annual General Meeting of the Company. Thus, M/s. VSSA & Associates , Chartered Accountants shall continue to act as Statutory Auditor.

Qualification(s) and Directors comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarification(s). Also, the report submitted by the Auditor is unqualified.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms.Preeti Mittal (Membership No. ACS – 41759 & CP No. – 17079) Proprietor of M/s Jain P & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to conduct the secretarial audit of the Company for the Financial Year 2022-23.

Secretarial Audit Report

The Secretarial Audit was conducted by Ms. Preeti Mittal, Practicing Company Secretary and the Secretarial Audit report thereon in Form MR-3 is annexed herewith as "Annexure-I" and forms part of this Report. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer and is self-explanatory in its content.

Qualification(s) and Directors comments on the report of Secretarial Auditor:

The Notes on financial statement referred to in the Auditors Report are self-explanatory and in the opinion of the Directors do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT

During the Provisions of Section 24A of the SEBI (Listing Obligations and Disclosure) Regulations, 2015 are not applicable on the Company.

C. INTERNAL AUDITOR

The Company had appointed Mrs. Ruchi Chordia as Internal Auditor of the Company to carry out the Internal Audit Functions at their Board Meeting held on 04.08.2022.

The Company has well established internal control system and procedures and the same has been working effectively throughout the year.

D. COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.

18. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143 (12) of Companies Act, 2013 and Rules framed thereunder.

19. PARTICULARS OF LOANS GIVEN, INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan(s) or guarantee(s) and has not made any investment(s) covered under the provision of the Section 186 of the Companies Act, 2013 during the year under review.

20. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION

188 OF THE COMPANIES ACT, 2013

In the financial year 2022-23, Your Company has not made any contracts or arrangements with related Parties which could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. All the transactions made on arms length basis are being reported in Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure II." and forms part of this Report.

The Policy on Related Party Transactions is uploaded on the website of the Company and can be accessed at https://www.rahulmerchandising.in/wp-content/uploads/2019/11/Policy-on-Materiality-of-RPT.pdf.

21. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF

THIS REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

There is no material changes and commitments affecting the financial position of the Company which have been occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report except the open offer of the shares of the Company as detailed in Point No. 21 A.

21A. Open Offer

Open Offer for acquisition of up 9,13,185 (Nine Lakh Thirteen Thousand One Hundred Eighty-Five) fully paid-up equity shares of face value of Rs.10.00/- (Rupees Ten Only) each, representing 26.00% of the Voting Share Capital of Rahul Merchandising Limited (‘Target Company), at an offer price of Rs. 8.50/-(Rupees Eight and Fifty Paise Only) per Equity Share, to the Public Shareholders of the Target Company, by Mr. Ankit Tayal (‘Acquirer 1) and Mr.Mohit Sharma (‘Acquirer 2), with the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, as amended (‘SEBI (SAST) Regulations) (‘Offer) And for that purpose-

SCHEDULE OF THE MAJOR ACTIVITIES RELATING TO THIS OFFER

Name of the Activities	Day and Date
Date of the Public Announcement	Friday, March 31, 2023d>
Date of publication of the Detailed Public Statement in the newspapers	Tuesday, April 11, 2023
Last date of filing of the Draft Letter of Offer with SEBI	Wednesday, April 19, 2023
Last date for public announcement for a Competing Offer	Thursday, May 04, 2023
Last date by which SEBIs observations on the Draft Letter of Offer will be received (in the event
SEBI has not sought clarification or additional information from the Manager)	Wednesday, June 28, 2023
Identified Date	Monday, July 03, 2023
Date by which the Letter of Offer will be dispatched to the Public Shareholders whose names appear on the register of members on the Identified Date	Monday, July 10, 2023
Last date by which the committee of the independent directors of the Target Company is required to give its recommendation to the Public Shareholders for this Offer	Thursday, July 13, 2023
Last date for upward revision of the Offer Price and / or the Offer Size	Friday, July 14, 2023
Date of publication of opening of Offer public announcement in the newspapers in which the
Detailed Public Statement had been published		Friday, July 14, 2023
Date of commencement of Tendering Period		Monday, July 17, 2023
Date of closing of Tendering Period		Friday, July 28, 2023
Last date of communicating the rejection/ acceptance and completion of payment of consideration or refund of Equity Shares to the Public Shareholders		Friday, August11, 2023

Pursuant to this Offer and the transactions contemplated in the Share Purchase Agreement, the Acquirers shall become the Promoters of the Target Company, subject to approval of SEBI and the Selling Promoter Shareholders will cease to be the promoters of the Target Company in accordance with the provisions of Regulation 31A (10) of the SEBI (LODR) Regulations.

Post-completion of acquisition of Offer Shares as contemplated under this Offer and pursuant to the transfer of Sale Shares as contemplated under the Share Purchase Agreement, the Acquirers shall hold majority of the Equity Shares of the Target Company by virtue of which they will be in a position to exercise effective management and control over the Target Company.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

SEBI has issued observations for Open Offer for acquisition of 9,13,185 (26%) fully Paid-up equity shares of face value Rs. 10 each of Rahul Merchandising Limited (Target Company) by Mr. Ankit Tayal (Acquirer 1) and Mr. Mohit Sharma (Acquirer 2) in terms of SEBI (SAST) Regulations, 2011.

23. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2022-23, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

24. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE

TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there are no loan taken from Bank & Financial Institution. Hence this clause is not applicable on the Company.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND

OUT-GO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

S.N. Conservation of energy	Remarks
1. the steps taken or impact on conservation of energy	NIL
2. the steps taken by the company for utilizing alternate sources of energy	NIL
3. the capital investment on energy conservation equipment	NIL
S.N. Technology absorption	Remarks
1. the efforts made towards technology absorption	NIL
2. the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NIL
4. the details of technology imported	NIL
5. the year of import	NIL
6. whether the technology been fully absorbed	NIL
7. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
8. the expenditure incurred on Research and Development	NIL
S.N. Foreign exchange earnings and Outgo	Remarks
1. The Foreign Exchange earned in terms of actual inflows during the year	NIL
2. The Foreign Exchange outgo during the year in terms of actual outflows	NIL

Further, there were no foreign exchange earnings and outgo during the year under review.

26. RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable to the company for the period under review.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at (https://www.rahulmerchandising.in/wp-content/uploads/2019/11/Vigil-Mechanism-Policy.pdf)

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

29. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.

Number of complaints received	Number of complaints disposed of	Number of complaints pending more than ninety days	Number of workshops or awareness programme against sexual harassment
0	0	0	0

30. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI (LODR) Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companys Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31^stMarch, 2022 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management with regard to the internal control framework. Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

32. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

33. PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES

The Particulars of remuneration of Employees during the year 2022-23 pursuant to the provisions of Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-IV" and forms part of this Report.

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Nil (ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; Nil (iii) the percentage increase in the median remuneration of employees in the financial year; Nil (iv) the number of permanent employees on the rolls of company; 2 (v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Nil The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in "Annexure-III" and forms part of this Report.

34. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc.

35. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR) Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors of the Company.

36. ANNUAL LISTING FEES/CHARGES

The equity shares of the Company are presently listed at BSE Limited. All statutory dues including Annual Listing Fees for the Financial Year 2022-23 has been paid by the Company.

37. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has framed a Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

38. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

39. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI

(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

40. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013, the Directors, would like to state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have 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 & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the Company for that period ; (c) The Directors had taken proper & 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 & detecting fraud & other irregularities; (d) The Directors had prepared the Annual Accounts on a going concern basis; (e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and are 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.

42. DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year under review.

43. GENERAL

The Board of Directors states that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review: I. Issue of equity shares with differential rights as to dividend, voting or otherwise.

II. Issue of shares (including sweat equity shares and Employees Stock Options Schemes) to employees of the Company under any scheme.

III. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

IV. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

V. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

ACKNOWLEDGEMENT AND APPRECIATIONS

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Financial Institutions, Banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Companys performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.

		For and on behalf of the Board
		For Rahul Merchandising Limited
Date: 14.08.2023
Place: New Delhi	Snehlata Kaim	Vaibhav Goel
	Director	Whole Time Director
	DIN: 06882968	DIN: 07899594