Rap Media Ltd Directors Report.

To,

The Members,

Rap Media Limited.

Your Directors have pleasure of presenting before you the 25th Annual Report of your Company along with the Audited financial statements for the financial year ended 31st March, 2019. The Management Discussion and Analysis forms an integral part of this Directors Report.

1. SUMMARY OF FINANCIAL RESULTS:

The Companys financial performance, for the year ended 31st March, 2019 is summarized below:

PARTICULARS Year Ended 31st March, 2019 Year ended 31st March, 2018.
Revenue from Operations Rs.2,12,53,890/- Rs.4,71,39,674/-
Other Incomes
Comes Rs.1,48,279/- Rs.8,48,815/-
Total Revenue Rs.2,14,02,169/- Rs.4,79,88,489/-
Expenses excluding Depreciation, Interest & Tax Rs.1,86,08,609/- Rs.3,70,68,107/-
Profit Before Interest, Depreciation & Tax Rs.27,93,560/- Rs.1,09,20,382/-
Depreciation & Amortization for the year Rs.24,60,984/- Rs.28,15,326/-
Interest/ Finance Cost Rs.3,47,491/- Rs.89,645/-
Profit/(Loss) Before Taxation (Rs.14,915/-) Rs.80,15,411/-
Provision for Income Tax NIL NIL
Provision for Deferred Tax (Rs.1,42,999/-) (Rs.1,30,819/-)
MAT Credit Entitlement availed NIL NIL
Profit/(Loss) After Taxation Rs.1,28,084/- Rs.81,46,230/-

2. OPERATIONS:

Overall Review of the Business of the Company:

Financial Performance of the Company:

During the year the Company has achieved a total turnover of Rs.2,12,53,890/- as compared to Rs.4,71,39,674/-.

The Company has incurred loss of Rs.14,915/- during the financial year.

Your Director strives to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

Details of previous financial years turnover:

As the shareholders are bound to compare the figures of total turnover of last financial year with that of current years, the management is of the view to clarify the details of previous financial years turnover.

The financial results of the Company for quarter ended 31st December, 2017, reflects the total revenue of Rs.4 Crores, which has been apportioned out of the final settlement of ongoing dispute with Carnival Cinema Private Limited.

In the recent past, the Company tried to sell off its Mall at Agra and against which it has received an advance of Rs.11 Cr. from the potential buyer. The potential buyer happened to be the Carnival Cinema Private Limited, who had also taken on the lease the mall at Meerut. The Carnival was having outstanding of around 5 Cr. against the Rent for using the property at Meerut. The same never received and the Company has appropriated the same against the advance received from them against the proposed purchase of property at Agra.

This matter went into dispute and finally after having rounds of discussions and negotiations, the Company has finally paid off Rs.2.25 Cr. to Carnival Cinema against the final settlement of dispute. Accordingly out of Rs.11 Cr., Rs.5 Cr. were apportioned against the Rents dues from Carnival Cinema for the use of Meerut mall and Rs.1.75 Cr. were paid and remaining amount has been apportioned as revenue of the Company. The final profit of Rs.3.75 Cr. in the financial results is merely an accounting treatment of the income and money already received in the past. The Company has not earned any income as such from its operations.

The profit arising is merely out of the accounting treatment of the whole settlement and hence there is no actual realization of any money or profit as such.

Future Outlook:

You will also appreciate the fact that the Management has no control over the market forces and all are aware of the challenging times faced by Real Estate players. Even the major players like DLF, DB Realty, Unitech etc. are highly stressed. The only silver lining in our case is that the Company is having "Zero Debt" and has been able to weather all the storms.

The Management and Board of Directors are striving and committed to bring the Company to the right track and bring back the prosperity which the Shareholders have once seen and have relied upon.

Your Director strives to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. Significant Events during the financial year:

There are no significant events during the financial year.

4. DIVIDEND:

In view of strengthening its financial position and to fund its ongoing projects, the Board of Directors of the Company is of the view to plough back the profits of the Company in to the business.

5. TRANSFER TO RESERVES:

Your Directors do not propose to carry any amount to any reserves, during the financial year.

6. ACCEPTANCE OF DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. DIRECTORS:

The Board of Directors of the Company, at present, comprises in all 4 Directors, who have wide and varied experience in different disciplines of corporate functioning.

The details are as below:-

Sr. No. Name of the Director & DIN No. Designation
1. Mr. Rupinder Singh Arora - DIN No. 00043968 Chairman & Managing Director
2. Mr. Chandir Gidwani - DIN No. 00011916 Independent Director
3. Mr. Navdeep Singh Khera - Din No.00362310 (Up to 14th June, 2019) Independent Director
4. Ms. Ritika Rupinder Arora - DIN No. 00102510 Director

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

During the financial year under review there are no changes in the composition of the Board of Directors of the Company.

Whereas Mr. Navdeep Singh Khera, Independent Director of the Company has vacated the office of the Director pursuant to provisions of section 167 after incurring the disqualification pursuant to provisions of section 164(2) of the Companies Act, 2013. He vacated the office of the Directorship with effect from 14th June, 2019.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There are no significant events affecting the financial position between the end of the financial year and date of the Report, except vacation of office of Director by Mr. Navdeep Singh Khera, as an Independent Director of the Company, due to he being disqualified pursuant to provisions of section 164 of the Companies Act, 2013.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of section 134(3)(c) of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief:

In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

a) 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;

b) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

c) The director had prepared the annual accounts on going concern basis; and

d) The director had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

10. 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.

11. DISCLOSURE AS PER THE SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

a) Extract of Annual Report:

The extract of Annual Report in the Form MGT-9 is annexed to this report as Annexure "1".

b) Declaration by Independent Directors:

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013, except Mr. Navdeep Singh Khera who was disqualified pursuant to section 164(2) of the Companies Act, 2013 with effect from 31st October, 2018 to 30th October, 2023.

c) Companys Policy on Directors appointment and Remuneration:

The Nomination Remuneration and Compensation Committee has put in a place the policy on board diversity for appointment of directors taking into consideration qualification and wide experience of the directors in the fields of banking, finance, regulatory, administration, legal, commercial vehicle segment apart from compliance of legal requirements of the Company.

The remuneration policy of the Company has been so structured in order to match the market trends of the Real Estate, Construction and Mall management industry. The Board in consultation with the Nomination and Remuneration & Compensation Committee decides the remuneration policy for Directors. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. Remuneration/ Commission payable to Directors is determined by the contributions made by the respective Directors for the growth of the Company.

The Policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters as required under Section 178 sub-section 3 of the Companies Act, 2013 is available. We affirm that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

d) Board Evaluation:

As required under the provisions of Section 134(3)(p) and Regulation 27 of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, and the manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all the directors to seek their response on the evaluation of the entire Board and independent directors. The Nomination Remuneration and Compensation Committee have carried out evaluation of directors performance. The criteria of evaluation is exercise of responsibilities in a bona fide manner in the interest of the Company, striving to attend meetings of the Board of Directors/ Committees of which he/she is a member/ general meetings, participating constructively and actively in the meetings of the Board / committees of the Board etc.

e) Particulars of Contracts or Arrangements with Related Parties:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no other materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

f) Risk Management Policy:

During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

g) Whistle Blower Policy/Vigil Mechanism:

The Company has established a whistle-blower policy and also established a mechanism for directors and employees to report their concerns.

h) Financial Summary/Highlights:

The details are spread over in the Annual Report as well as are provided in the beginning of this report.

i) Internal Financial Control System and their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit reports are reviewed by Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

j) Conservation Of Energy, Technology Absorption & Foreign Exchange Earning And Outgo:

Particulars, as prescribed under section 134 (3) (m) of the Companies Act, 2013, read with the Rule 8 (3) of Companies (Accounts) Rules, 2014 or any other law as may be applicable are given in Annexure "2" enclosed.

k) Particulars Of Loans, Guarantees And Investments U/S 186:

There are no instances of loans, guarantees or investments under section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

12. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a) Board of Directors:

As members must be aware that at present the Board of Directors is consists of 4 Directors namely Mr. Rupinder Singh Arora as Chairman and Managing Director, Mr. Chandir Gobind Gidwani as Director, Mr. Navdeep singh Khera as Director, and Ms. Ritika Arora as Director of the company.

Mr. Navdeep Singh Khera, Independent Director of the Company, has vacated the office of the Independent Director on 14th June, 2019, pursuant to provisions of section 168 of the Companies Act, 2013 upon he becoming disqualified pursuant to provisions of section 164(2) of the Companies Act, 2013.

b) Board Meetings:

The Board of Directors of the Company met 6 times during the year 2018-2019. The details of various Board Meetings held are on 30th May, 2018, 25th August, 2018, 14th November, 2018, and 14th February, 2019. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013.

c) Changes in Directors & Key Managerial Personnel:

There have been no changes in the Directors and Key Managerial Personnel during the Financial Year 2018-2019.

Mr. Navdeep Singh Khera, Independent Director of the Company, has vacated the office of the Independent Director on 14th June, 2019, pursuant to provisions of section 168 of the Companies Act, 2013 upon he becoming disqualified pursuant to provisions of section 164(2) of the Companies Act, 2013.

d) Independent Directors:

The following independent directors are on the Board of Directors.

1. Mr. Navdeep Singh Khera (up to 14th June, 2019)

2. Mr. Chandir Gidwani

Mr. Navdeep Singh Khera, Independent Director of the Company, has vacated the office of the Independent Director on 14th June, 2019, pursuant to provisions of section 168 of the Companies Act, 2013 upon he becoming disqualified pursuant to provisions of section 164(2) of the Companies Act, 2013.

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013, except Mr. Navdeep Singh Khera who was disqualified pursuant to section 164(2) of the Companies Act, 2013 with effect from 31st October, 2018 to 30th October, 2023..

e) Details of remuneration to Directors:

The information relating to remuneration of directors as required under Section 197(12) of the Companies Act, 2013, is provided in the report.

f) Board Committees:

The Company has the following Committees of the Board along with details of its compositions

Sr. No. Name of the Committee Members of the Committee
1. Audit Committee Mr. Navdeep Singh Khera - Chairman
Ms. Ritika Arora- Member
Mr. Chandir Gidwani - Member
2. Nomination and Remuneration Committee Mr. Navdeep Singh Khera - Chairman
Ms. Ritika Arora- Member
Mr. Chandir Gidwani - Member
3. Stakeholders Relationship Committee Mr. Chandir Gidwani - Chairman
Mr. Navdeep Singh Khera - Member
Ms. Ritika Arora - Member

The further details as to number of meetings of the committees, their dates etc are provided in the Corporate Governance Report.

13. MEETING OF BOARD OF DIRECTORS:

There were six meetings of the Board of directors during the year. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013.

14. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

The Audit committee comprises of Mr. Navdeep Singh Khera (Chairman), Mr. Chandir Gidwani (Member) both independent Directors and Ms. Ritika Arora (Member), of the Company. There were four meetings of the Audit Committee during the year.

15. AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board.

16. NOMINATION REMUNERATION AND COMPENSATION COMMITTEE:

The Nomination Remuneration and Compensation Committee comprises of Mr. Navdeep Singh Khera (Chairman), Mr. Chandir Gidwani (Member) both independent Directors and Ms. Ritika Arora (Member), of the Company. There was no meeting of Nomination Remuneration and Compensation Committee was conducted during the year 2018-19 as there were no appointments, change in designation or increase or decrease in remuneration of any of the Directors of the Company.

17. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of Mr. Chandir Gidwani (Chairman), Mr. Navdeep Singh Khera (Member) both independent Directors and Ms. Ritika Arora (Member), of the Company. The Committee met four times during the year 2018-2019. The dates of meetings of Stakeholders Relationship Committee are 30th May, 2018, 11th August, 2018, 14th November, 2018, and 14th February, 2019.

18. CORPORATE GOVERNANCE:

Pursuant to newly applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance, comprising the regulations contained in Chapter IV i.e. Regulation 15 to 27, are not applicable to the Company as the Company falls under the exemption criteria of having a paid up share capital of less than Rs.10 Crores or having net worth less than Rs.25 Cr., the Company is not required to comply with any of the provisions of the Corporate Governance Report including the various disclosures in the Annual Report.

19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF").

As required under the provisions of Section 205A and 205C and other applicable provisions of Companies Act, 1956 (the corresponding provisions in the Companies Act, 2013 have not been notified, and hence the earlier law is still applicable in respect of these provisions), dividends that remain unpaid/unclaimed for a period of seven years, are to be transferred to the account administered by the Central Government viz: "Investor Protection and Education Fund".

During the year there were no transfer made on account of IEPF, also there were no any unclaimed dividend remained in the bank account so far.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year there were no significant and material orders passed by the Regulators or Courts, except the information of Court Cases and orders passed by the Regulatory Authorities as disclosed in the Notes to the Accounts part of this Report.

21. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per requirement of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained internal policy to prevent womens harassment at work place and covered all employees so they could directly make complaints to the management or Managing Director and other members of the Board of Directors and Key Managerial Personals, if such situation arises. The management and Committee together with confirm total number of complaints received and resolved during the year is as follows:

a) No. of complaints received: NIL

b) No. of complaints disposed: NIL

22. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

23. 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 2019, except Mr. Navdeep Singh Khera who was disqualified pursuant to section 164(2) of the Companies Act, 2013 with effect from 31st October, 2018 to 30th October, 2023.

24. HUMAN RESOURCES:

None of the employees of the Company had drawn remuneration in excess of the limits prescribed In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or any other law as may be applicable.

The relation between employees and management are cordial during the year.

25. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary during the year.

26. AUDITORS:

M/s. Vikrant Salunke & Associates, Chartered Accountants, Pune, having Firm Registration No.128704W who were appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of 23rd Annual General Meeting till the conclusion of 28th Annual General Meeting.

Pursuant to notification issued by Ministry of Corporate Affairs on 7th May, 2018, amending section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment of Auditors by the members at every AGM has been omitted and hence your Company has not proposed ratification of appointment of M/s. Vikrant Salunke & Associates, Chartered Accountants, Pune, at the forthcoming AGM.

27. AUDITORS REPORT:

The observation made in the Auditors Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

28. SECRETARIAL AUDIT:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2018-19. The Secretarial Audit Report is annexed to this report as Annexure "4".

The Secretarial Audit Report does qualification and reply of management to that it as follows:

1. It is observed that the notices and agenda of the Board meeting was not circulated to the Board of Directors, seven days in advance, as required under the Secretarial Standards:

At present the secretarial work of the Company is handled by Company Secretary of the Company, who happens to be very old employee of the Company. Due to his ill health, he attends the office less frequently and as and when required. Hence depending upon these factors, the Company may have failed to send the notice and agenda to the Board of Directors well in advance, but the Company has always filed the necessary intimations and disclosures to the BSE.

2. The Website of the Company was not showing full disclosures as require under the SEBI LODR and other regulations.

During the year the website of the Company was under maintenance for some time. The Company has opted services of different service provider in this regards and hence the takeover of matter from previous service provider delayed the updation of website for quite some time.

3. The Shareholding pattern for quarter ended 31st December, 2018, was filed on 22nd January, 2019, instead of 21st January, 2019, hence causing the delay of 1 day in compliance of reg.31 of the SEBI LODR Regulations, 2015.

It was a technical mistake from RTAs side as to updating its Annual Maintenance Charges for its services in its system, hence causing the delay in receipt of shareholding pattern in time.

4. Navdeep Singh Khera who was disqualified pursuant to section 164(2) of the Companies Act, 2013 with effect from 31st October, 2018 to 30th October, 2023, has vacated the office of the Company on 14th June, 2019 and the Company is required to appoint new Independent Director to fill up the casual vacancy.

The vacation of office is the act needs to be initiated by the concerned director and the Company can do the necessary filing of intimation of his vacation of office only after receipt of his notice of vacation.

The Company is searching for suitably experienced person to act as an Independent Director but considering the recent dips in the operations of the Company, the Company is finding it very difficult to appoint someone as an Independent Director.

29. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude to all Shareholders, Investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational performance at all levels.

By Order of the Board
For Rap Media Limited
Sd/-
Rupinder Singh Arora
Chairman & Managing Director
Date: 5th September, 2019. DIN: 00043968.
Place: Mumbai.
Registered Office:
Arora House,
16, Golf Link, Union Park,
Khar (West), Mumbai - 400 052.
CIN: U65990MH1994PLC084098