Rap Media Ltd Directors Report

Dear Members,

On behalf of the Board of Directors (‘the Board), it is our pleasure to present the 29th Annual Report of the Company along with the Audited financial Statements and Auditors Report for the Financial Year ended March 31, 2023.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

In line with the MCA Circular No. 10/2022 dated December 28, 2022 (In continuation with the Circulars issued earlier in this regard) and SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/ 2023/4 dated January 5, 2023, this Notice along with the Integrated Annual Report for FY 2022-23 is being sent by electronic mode to those Members whose email addresses are registered with the Company/Depositories/Depositary Participants/Registrar and Share Transfer Agent. Members may note that the Notice and Integrated Annual Report 2022-23 will also be available on the Companys website www.rapmedialtd.co.in, website of BSE Limited at www.bseindia.com. Hard copy of the full Integrated Annual Report will be sent to shareholders who request for the same.

1. Financial Highlights

Financial highlights of the Company for FY2022-2023 as compared to the preceding financial year in given below: (Amount in Rs.)

Particulars	FY 2023	FY 2022
Net Sales /Income from Business Operations	NIL	NIL
Other Income	9844	496407
Total Income	9844	496407
Expenses excluding Depreciation	5032672	7026912
Profit /(loss)before Interest and Depreciation	(5022828)	(653050)
Less Interest	36304	324360
Less Depreciation and amortization	2513252	2592987
Profit / (loss) after depreciation and Interest	(7572384)	(944785)
Exceptional Item	NIL	NIL
Less Current Income Tax	NIL	NIL
Less Previous year adjustment of Income Tax	NIL	NIL
Less Deferred Tax	752856	35451
Net Profit after Tax	(8325240)	(948330)

2. Business Performance

During the year, the Company could not achieve any revenue. The Companys properties which were earlier on rental basis, were not fetching any income as the earlier clients have gone into insolvency process. The Company has incurred loss of Rs. 83.25 lakhs during the financial year. Your Directors are striving to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. Business Operations & Future Outlook

The Management has no control over the market forces and all are aware of the challenging times faced by Real Estate players. The Company has been facing challenges, since the proposed development of the properties owned in B Town have been held up. The Malls in these cities have become a failure due to various reasons. The Company has been facing challenges in trying to put these properties to alternate use. Real estate players have been facing challenges over past few years, especially due to and after Covid 19. However, the Company is having "Zero Outside Debt" and has been able to weather all the storms.

4. Transfer to Reserves

The Company does not propose to transfer any amount to the General Reserve.

5. Dividend

In view of the losses incurred, the Board doesnt recommend any dividend for the Financial Year under review.

6. Share Capital

The current Authorised Capital of the Company is Rs. 12,00,00,000 divided into 1,20,00,000 Equity Shares of Rs. 10/- each.

The total issued, subscribed and paid-up share of the Company is Rs. 5,88,10,000 consisting of 58,81,000 equity shares of Rs. 10 each fully paid-up on the date of this Report.

There was no change in the share capital during the year under review.

7. Public Deposits

The Company has not accepted or renewed any deposit as covered under Section 73 of the Companies Act, 2013, from its members or the public, during the financial year under review.

8. Material Changes and Commitments affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company which had occurred between the end of the financial year and the date of this report.

9. Adequacy of Internal Financial Controls with Reference to the Financial Statements

The Board has adopted systems, policies and procedures for efficient conduct of business, operations, safeguarding its assets and prevention of frauds. This ensures accuracy and completeness of accounting records and its timely preparation.

10. Subsidiaries, Associates and Joint Ventures

Your Company doesnt have any subsidiary, associates or joint ventures.

11. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, along with the purpose for which such loan or guarantee is proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

12. Corporate Governance and Additional Shareholders Information

Pursuant to Regulation 15(2) of SEBI (LODR) Regulations, 2015, the provisions relating to Corporate Governance and report thereunder, are not applicable to the Company as the equity share capital and net worth of the Company is less than required limits as on the last date of the previous financial year.

13. Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is provided as a separate chapter in the annual report.

14. Board of Directors and Key Management Personnel

Appointment/Re-appointment of Directors

l Appointment of Mr. Kapil Bagla (DIN: 00387814) as an Independent Director for a period of five years:

Mr. Kapil Bagla (DIN: 00387814) was appointed as an Additional Director of the Company with effect from September 01, 2023 by the Board of Directors upon the recommendation of Nomination and Remuneration Committee in accordance with Section 161(1) of the Act and the Articles of Association subject to shareholders approval.

Mr. Kapil Baglas judgment and knowledge of the sector in which the Company operates are very important elements in the debates and business decisions adopted by the Board of Directors.

A brief resume, nature of expertise, details of directorships held in other companies along with their shareholding in the Company as stipulated under the Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an Annexure to the Notice of the ensuing AGM.

Mr. Kapil Bagla is not debarred or disqualified from holding the office of Director by virtue of SEBI Order or any other authority pursuant to BSE Circular pertaining to enforcement of SEBI Orders regarding appointment of Directors by Listed Companies.

l Retirement by Rotation of Ms. Ritika Arora (DIN: 00102510)

As per Section 152 of the Companies Act, 2013, Ms. Ritika Arora, Non-Executive Director of the Company retires by rotation at the forthcoming 29th Annual General Meeting of the Company.

Ms. Ritika Arora is not debarred or disqualified from holding the office of Director by virtue of SEBI Order or any other authority pursuant to BSE Circular pertaining to enforcement of SEBI Orders regarding appointment of Directors by Listed Companies.

Key Management Personnel

Appointment and Cessation of Company Secretary and Compliance Officer of the Company

l Mr. Akash Bhandari ceased to be a Company Secretary and Compliance Officer of the Company w.e.f May 18, 2023. The Board places on record appreciation for his invaluable contribution and guidance.

l Mr. Irshad Mansuri was appointed as Company Secretary and Compliance Officer of the Company w.e.f. July 11, 2023.

Declaration by Independent Directors

All the Independent Directors of the Company have given their respective declarations/disclosures under Section 149(7) of the Companies Act, 2013 (‘Act) and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) and have confirmed that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Company has received Form DIR-8 from all Directors pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Brief Profile of the Directors seeking appointment/re-appointment has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel (KMPs)

The following persons have been designated as the Key Managerial Personnel pursuant to Sections 2(51) and 203 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

l Mr. Rupinder Singh Arora, Managing Director

l Mr. Irshad Mansuri, Company Secretary and Compliance Officer

Details of Directorship

The names and categories of Directors, DIN, their attendance at the Board meetings during the year and at the last Annual General Meeting (‘AGM) and also the number of Directorships in Public Limited Companies and names of listed entities where they hold Directorships and category of such Directorships are provided below:

Sr. No. Name	Category	Attendance			Total no of Directorships and including this listed entity	Relationship with other Directors
		Board Meetings Held	Board Meetings Attended	Last AGM Attended	Directorships*
1 Mr. Chandir Gidwani	Non-Executive- Independent Director	7	7	Yes	8	-
2 Mr. Rupinder Singh Arora	Managing Director	7	7	Yes	3	Mr. Rupinder Singh Arora is father of Ms. Ritika Arora
3 Ms. Ritika Arora	Non Executive- Non-Independent Director	7	7	Yes	1	Ms. Ritika Arora is daughter of Mr. Rupinder Singh Arora
4 Ms. Deepa Lakhwani#	Non-Executive- Independent Director	7	3	No	2	-
5 Mr. Kapil Bagla@	Non-Executive- Independent Director	-	-	NA	2	-

Excludes Directorships in private limited companies, foreign companies and companies registered under Section 8 of the Act. None of the Directors holds Directorships in more than 20 companies as stipulated in Section 165 of the Act.

*Committees considered are Audit Committee and Stakeholders Relationship Committee. In the Committee details provided, committee membership includes Committee Chairmanships

@ Appointed w.e.f. September 01, 2023

# Appointed w.e.f. August 12, 2022

15. Meetings:

The Company Secretary, in consultation with the Chairman of the Company and Chairman of the respective Board Committees, prepares the agenda and supporting documents for discussion at each Board meeting and Committee meetings, respectively. The Board and the Audit Committee meet in executive session, at least four times during a financial year, mostly at quarterly intervals inter alia to review quarterly financial statements and other items on the agenda. Additional meetings are held, if deemed necessary, to conduct the business. During the Financial year 2022-23, 7 meetings of Board of Directors were held on viz May 04, 2022, May 30, 2022, July 21, 2022, August 12, 2022, September 02, 2022, November 14, 2022,February 14, 2023. The maximum gap between two Board Meetings did not exceed 120 days.

16. Performance Evaluation

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, an evaluation of the performance of the Board of Directors and Members of the Committees was undertaken. Schedule IV of the Companies Act states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

During the year under review, the Independent Directors of the Company met on February 14, 2023.

17. Appointment of Directors and Remuneration Policy

The Nomination and Remuneration Policy of the Company provides roles and responsibilities of the Nomination and Remuneration Committee and the criteria for evaluation of the Board and compensation of the Directors and senior management.

In accordance with Section 178(3) of the Companies Act, 2013, Regulation 9(4) of the Listing Regulations and on recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel and Senior Management.

18. Board Committees

In compliance with the statutory requirements under Companies Act, 2013, the company has constituted mandatory committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

19. Audit Committee

The composition of Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with rules issued thereunder. The Audit Committee of the Board was reconstituted on February 14, 2023. Accordingly, the Audit Committee of the Board of Directors consists of 2 Independent Directors and one Executive-Director. The members of Audit Committee are financially literate and have experience in financial management. Presently, the Committee comprises of, Mr. Chandir Gidwani, Independent Director and Chairman, Mr. Rupinder Singh Arora, Managing Director & Member, Ms. Deepa Lakhwani, Independent Director & Member and Company Secretary acts as Secretary of the Committee.

There were 4 (Four) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 2022-23, (i.e. May 30, 2022, August 12, 2022, November 14, 2022 and February 14, 2023).

The Board has accepted all recommendations made by the Audit Committee during the year.

20. Stakeholders Relationship Committee

The composition of Stakeholders Relationship Committee is in alignment with provisions of Section 178 of the Companies Act, 2013 read with rules issued thereunder. Presently, the Committee comprises of Mr. Chandir Gidwani, Independent Director and Chairman, Mr. Rupinder Singh Arora, Managing Director & Member, Ms. Ritika Arora, Non-Executive Director & Member.

Company Secretary acts as a Secretary of the Committee.

There was 1 (One) Meeting of the Stakeholders Relationship Committee of the Board of Directors held during the Financial Year 2022-23, i.e. May 27, 2022.

21. Nomination and Remuneration Committee

The composition of Nomination and Remuneration Committee is in alignment with provisions of Section 178 of the Companies Act, 2013 read with rules issued thereunder. Presently, the Committee comprises of, Mr. Chandir Gidwani, Independent Director and Chairman, Mrs. Deepa Lakhwani, Independent Director & Member, Ms. Ritka Arora, Non-Executive Director & Member.

Company Secretary acts as a Secretary of the Committee.

There were 2 (Two) Meetings of the Nomination and Remuneration Committee of the Board of Directors held during the Financial Year 2022-23, (i.e. May 04, 2022 and August 12, 2022)

22. Business Risk Management

The Company has established a well documented and robust risk management framework under the provisions of Companies Act, 2013. Under this framework, risks are identified across all business process of the Company on continuous basis. Once identified, they are managed systematically by categorizing them. It has been identified as one of the Key enablers to achieve the Companys objectives. Increased competition, impact of recessionary trends on the award of jobs and man power attrition are some of the major risks faced in the industry. However, your company has adopted risk mitigation steps so as to protect the profitability of the business.

23. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 March 31, 2023 and of the loss of the company for that period;

3. 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;

4. The directors had prepared the annual accounts on a going concern basis; and

5. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. 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;

24. Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meeting of Board of Directors and ‘General Meetings respectively have been duly followed by the Company.

25. Related Party Transactions

All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("The Listing Regulations"), during the financial year were in the ordinary course of business and at an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

No material Related Party Transactions i.e. transactions exceeding 10% of the annual consolidate turnover as per the last audited financial statement, were entered during the year by your company. There were no transactions with related parties which require compliance under Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Suitable disclosure as required by Indian Accounting Standards (IND AS 24) has been made in the notes forming part of Financial Statements. The particulars of Related Party transactions in prescribed form AOC-2 are attached herewith at Annexure I.

26. Vigil Mechanism / Whistle Blower Policy

The Company has Whistle-Blower policy (Whistle-Blower/ Vigil Mechanism) to report concerns. Under this policy, provisions have been made to safeguard persons who use this mechanism from victimization.

An Independent member of Audit Committee is the Chief of Vigil Mechanism. The policy also provides access to the chairperson of the Audit Committee under certain circumstances. During the year, none of the employees was denied access to Audit Committee.

27. Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s Jain Vinay & Associates, Chartered Accountants (FRN- 006649W) have been appointed as the Statutory Auditors of the Company for a period of 3 years from the conclusion of 28th Annual General Meeting.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mr. Dharmendra Sharma of M/s Dharmendra Sharma & Associates, Practicing Company Secretaries (Membership no.-9081, COP-12973) was appointed to conduct the Secretarial Audit of the Company for Financial Year 2022-2023. The secretarial audit report for FY 2023 is attached as "Annexure-II".

28. Boards Response on Auditors Qualification, Reservation or Adverse Remark

l There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2023. The Report is enclosed with financial statements in this Integrated Annual Report.

l The Secretarial Auditors Report for the financial year ended March 31, 2023 doesnt contain any qualification, reservations or adverse remarks.

29. Reporting of Frauds

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud during the year under review.

30. Significant and Material Orders Passed by the Courts/Regulators

During FY 2022-23, there were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Companys operations in future. During the year under review, Securities and Exchange Board of India, vide its order dated 9th January 2023, imposed a penalty of Rs. 5 lakhs on the Company for violation certain regulations relating to maintenance of website and newspaper notice publication during covid period. The Company preferred an appeal against the said order and the Honble Securities Appellate Tribunal, vide its order dated 13th June 2023, partly allowed the appeal and reduced the penalty to Rs. 1 lakh.

31. Corporate Social Responsibility Initiatives

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 incurred losses.

32. Information Required Under Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment.

The necessary disclosure in terms of requirements of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 in this regards is given below:

a. No. of complaints filed during the Financial Year: Nil

b. No. of complaints disposed off during the Financial Year: Nil

c. No. of complaints pending as on end of Financial Year: Nil 33. DISCLOSURES

Your Directors state that for the Financial Year 2022-23, no disclosures are required in respect of the following items and accordingly affirm as under:

l The Company has neither revised the Financial Statements nor the report of the Board of Directors.

l Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

l There was no change in the nature of the business of the Company.

l There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial Institutions.

l No petition/application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal.

l The company has software for maintaining its books of account and has a feature of recording audit trail for each transaction with audit log.

34. Particulars of Employees

There were no employees in receipt of remuneration in excess of limits, as per the provisions of Section 197(12) of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The ratio of the remuneration of each Director to the median employees remuneration and other details prescribed in Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached to this Report as "Annexure-III" Statement of Disclosure of Remuneration.

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

Since the Company is not carrying on any manufacturing activity as such, provision of Section 134(3)(m) of the Company Act, 2013, read with the Rule 3 of Companies (Account) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

During the year under review, total Foreign Exchange Earnings and Outgo is as under:

Particulars	FY 2023	FY 2022
Foreign Exchange Earning	NIL	NIL
Expenditure in Foreign Exchange	NIL	NIL

36. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2023, on its website at www.rapmedialltd.co.in. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company isnt required to provide extract of Annual Return as a part of Board Report.

37. Annual Listing Fees:

Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE) where its securities are listed.

38. Industrial Relations:

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

39. Depository System:

Your Companys Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

40. Directors Disqualification:

None of the directors of the Company is disqualified as per the provision of section 164(2) of the Companies Act, 2013 or any other law as may be applicable, as on 31st March 2023.

41. Acknowledgement

We thank our clients, vendors, investors, bankers, employees, for their continued support during the year. We place on record our appreciation for the contribution made by our employees at all levels. Our growth was made possible by their hard work, co-operation and support. We further place on record their sincere appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government Authorities and Business Partners.

	For and on behalf of the Board of Directors
	Sd/-
	Rupinder Singh Arora
	Chairman
	DIN: 00043968.
Place: Mumbai