Dear Members,
Your directors have pleasure in presenting the Thirtieth Annual Report of the company
together with the audited statements of accounts for the year ended March 31, 2023.
1. FINANCIAL RESULTS
| Particulars |
31.03.2023 |
31.03.2022 |
|
(INR) |
(INR) |
| Sales & Other Income |
5,16,725 |
27,12,682 |
| Less: Expenses |
11,90,552 |
28,53,950 |
| Profit before interest & depreciation |
(6,73,827) |
(1,41,268) |
| Less: Interest |
0.00 |
0.00 |
| Profit before depreciation |
(6,73,827) |
(1,41,268) |
| Less: Depreciation |
0.00 |
0.00 |
| Profit after depreciation |
(6,73,827) |
(1,41,268) |
| Provision for Income Tax |
1,04,000 |
0.00 |
| Profit After Tax |
(7,77,827) |
(1,41,268) |
2. BRIEF DESCRIPTION OF THE COMPANY
The Company RSC International Limited started with trading of fabrics and catering to
the domestic RMG market and it was in the year 1994, the company diversified to exports.
3. RESERVES AND SURPLUS
The Company is making losses over the years, it has reported a Reserve of Rs.
(5,27,85,754) during the year 2022-23.
4. CHANGE IN THE NATURE OF BUSINESS
There is no Change in the Business of the Company. The Management is planning to enter
into new line of business like export of clothes and other items to improve the
profitability and ultimately value of shareholders funds. The Company has been in
communication with number of prospective buyers of products in various countries. It is
supplying on commission basis and making an attempt to add to its portfolio. The Company
hopes to achieve good results in this line looking to the acceptance of Indian products in
global market. Presently the Company is doing agency business of fabrics.
5. DIVIDEND
Due to insufficient profit and carried forward losses, the Board of Directors do not
recommend any Dividend for the year.
6. DEPOSITS
The provisions of Section 73 to 76 of Companies Act 2013 are not applicable on the
Company as the Company has not accepted any Deposits during the year under Review.
7. SIGNIFICANT EVENTS SUBSEQUENT TO BALANCESHEET DATE
There are no Significant events that have occurred in the Company between the Date of
Balance sheet and the Date of Report.
8. NUMBER OF MEETINGS OF THE BOARD
During the year Five Meetings were convened and held and the intervening gap between
the meetings was within the period prescribed under the Companies Act, 2013.
The dates on which the Board meetings were held are as follows 12/05/2022, 12/08/2022,
07/09/2022, 14/11/2022, 06/02/2023
Details of Attendance is as follows:
| Sr. No |
Date of Meeting |
Board Strength |
No of Directors Present |
| 1 |
12/05/2022 |
6 |
6 |
| 2 |
12/08/2022 |
6 |
6 |
| 3 |
07/09/2022 |
6 |
6 |
| 4 |
14/11/2022 |
6 |
6 |
| 5 |
06/02/2023 |
6 |
6 |
9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR
There have been no Changes in the Directors and Key Managerial Personnel during the
year.
10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company has formulated a policy for appointment and remuneration in compliance with
provisions of Section 178(3) of the Companies Act, 2013 and same is forming part of
Corporate Governance Report.
11. PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and provisions of the SEBI (LODR)
Regulations, 2015, the Board has carried out an annual evaluation of performance of its
own and the Committees thereof.
12. CORPORATE GOVERNNACE
A Report on Corporate Governance alongwith certificate from the Sourabh Bapna &
Asscoiates of the Company regarding the compliance with the conditions of Corporate
Governance as stipulated under Regulations 17 to 27 of the SEBI (LODR) 2015, forms part of
the Annual Report.
13. RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy on the basis of business and size of
the Company and has set-up a Committee. The risk assessment update is provided to the Risk
Management Committee (RMC) on periodical basis. RMC is appointed by the Board and
comprises of Directors of the Company. RMC assists the Board of Directors in overseeing
the Companys risk management processes and controls.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the company is not having sufficient earnings and there are carried forward
losses, the Company is not in a position to spend any money on CSR.
15. DISCLOSURE REQUIREMENTS
Details of programs for familiarization of Independent Directors with the Company are
available on the website of the Company.
The Company has no subsidiary and hence no policy is required.
The Company has formulated a Whistle Blower Policy and same is in compliance with the
provisions of the Act and Listing Agreement and is available on the website of the
Company.
Policy for archival of documents of the company is available on the website of the
company.
The code of conduct for the Board of Directors of the company is available on the
website of the company.
16. VIGIL MECHANISM/ WHISTLEBLOWER POLICY
The Company has adopted a Whistleblower Policy, to provide a formal mechanism to the
Directors, employees and its stakeholders to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Companys Code of Conduct or
Ethics Policy. The policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company have been denied
access to the Audit Committee.
17. PARTICULARS OF HOLDING, SUBSIDIARY, ASSOCIATE OR TOINT VENTURE COMPANIES
The Company does not have any Holding, Subsidiary, Associate or Joint Venture
Companies.
18. AUDIT COMMITTEE
The Audit Committee of the Company comprises of three directors out of which two are
Independent Directors. There are no instances where the board did not accept the
recommendations of the Audit Committee. Other details about the Audit Committee are
disclosed in the Corporate Governance Report, which forms part of the Annual Report.
19. APPOINTMENT/RE-APPOINTMENT OR RATIFICATION OF STATUTORY AUDITORS OF THE COMPANY
In terms of the first proviso to Section 139 of the Companies Act, 2013, the
appointment of the auditors shall be placed for ratification at every Annual General
Meeting. Accordingly, the appointment of M/s DBS & Associates, Chartered Accountants,
as statutory auditors of the Company, is placed for ratification by the shareholders.
20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF COMAPNI9ES
ACT, 2013
During the year under review the company has not given any loan and / or guarantee and
not made any investment in any venture.
21. PARTICULARS OF CONTRACTS/ARRANGEMENT WITH RELATED PARTIES
During the year, the Company has not entered into any transactions with related party
as defined under the Companies Act, 2013 and under Clause Regulation 23 of the SEBI (LODR)
Regulations, 2015.
The policy on materiality of Related Party Transactions and dealing with related party
transactions as approved by the Board has been adopted by the Company and uploaded on the
Companys website. There are transactions to be reported in Form AOC-2.
22. INTERNAL FINANCIAL CONTROLS
Internal financial control systems of the Company are commensurate with its size and
the nature of its operations. These have been designed to provide reasonable assurance
with regard to recording and providing reliable financial and operational information,
complying with applicable accounting standards and relevant statutes, safeguarding assets
from unauthorized use, executing transactions with proper authorization and ensuring
compliance of corporate policies.
The Audit Committee deliberated with the members of the management, considered the
systems as laid down and met the statutory auditors to ascertain, inter alia, their views
on the internal financial control systems.
The Audit Committee satisfied itself on the adequacy and effectiveness of the internal
financial control system as laid down and kept the Board of Directors informed.
Details of internal control system are given in the Management Discussion and Analysis
Report, which forms part of the Report.
23. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required under Regulation 34(2) of the SEBI
(LODR) Regulations, 2015, forms part of the Annual Report.
24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE(POSH)
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 (POSH Act) and the Rules framed thereunder. There
were no complaints received during the year 2022-23.
25. PARTICULARS OF EMPLOYESS
None of the employee has received remuneration exceeding the limit as stated in rule
5(2) of the Companies (Appointment of Managerial Personnel) Rules, 2014.
26. DIRECTORS
All the Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Act
and Regulation 25 of the SEBI (LODR) Regulations, 2015. In the opinion of the Board,
they fulfill the conditions of independence as specified in the Act and the Rules framed
there under and are independent of the management.
Annual Evaluation of Board Performance and Performance of its Committees and of
Individual Directors
Pursuant to the provisions of the Act and Regulation 27(2) of the SEBI (LODR),
Regulations, 2015 Listing Agreement, the Board of Directors has carried out an annual
evaluation of its own performance, Board committees and individual directors.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of Board processes, participation in the long term strategic planning,
information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee members on the basis of the criteria such as the composition of committees,
effectiveness of Committee meetings, etc.
The Board and the NRC reviewed the performance of the Individual Directors on the basis
of the criteria such as the contribution of the Individual Director to the Board and
committee meetings, preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role.
In a separate meeting of the Independent Directors, performance of nonindependent
directors, performance of the Board as a whole and performance of the Chairman were
evaluated, taking into account the views of executive directors and non-executive
directors. This was followed by a Board meeting that discussed on the performance of the
Board, its Committees and Individual Directors.
27.REMUNERATION POLICY
The Company has not paid any remuneration to any director or key managerial person and
hence there was no need to review the same. However, in order to comply with the
provisions of the Act and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Company
has formulated the Remuneration Policy and same is uploaded on the website of the Company.
28. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the loss of
the Company for that period;
c) They have 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) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
29. PARTICULARS OF EMPOLYEES
The Company is not paying salary to any employee more than as stipulated under the
provisions of Section 197(12) of the Companies Act, 2013 and hence no disclosure is
required.
29. AUDITOR AND AUDITORS REPORT
i. STATUTORY AUDITORS REPORT
M/s DBS & Associates Chartered Accountant (Firm Registration No. FRN 081627N) have
given the Auditors Report on the financial statements for the financial year ended March
31, 2023.
ii. SECRETARIAL AUDITOR
Sourabh Bapna, Practicing Company Secretary was appointed as the Secretarial Auditor to
conduct the Secretarial Audit of the Company for the financial year 2022-2023, as required
under Section 204 of the Companies Act, 2013 and the Rules made thereunder.
The Secretarial Audit Report for the financial year 2022-2023 is appended as Annexure
A which forms part of this report.
30. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014 an extract of annual return in MGT 9
was required to be attached.
However as per Notification dated August 28, 2020, the above provision has been
omitted.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed pursuant to the provisions of
Section 134 of the Act read with Rule 8 of the Companies (Accounts Rules), 2014.
A. Conservation of Energy: The operations of the Company are not energy
intensive, however adequate measures have been taken to reduce energy consumption and all
efforts are made to use more natural light in the office.
B. Technology Absorption: Not applicable.
C. Foreign Exchange Earnings and Outgo: Not applicable
32. ENVIRONMENT, HEALTH AND SAFETY
Your Company is continuously working towards laying a strong foundation and creating a
sustainable future for the organization, the people and the society as a whole. The
company has committed to lead and excel in all aspects of environmental safety, health and
social responsibility, always striving to provide safe and healthy work environment to our
employees and efficient, safe and environmentally responsible products to our customers.
33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Companys operations in future.
34. APPLICATION/ ANY PROCEEDING PENDING UNDER THE INSOLVENSY AND BANKRUTCY CODE, 2016
Neither any application was made nor any proceeding pending under Insolvency and
Bankruptcy Code, 2016 during the financial year under the review.
35. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL
INSTITUTIONS ALONWITH THE REASONS THEREOF
During the year under review, the company has not done any One time settlement with
Banks and financial Institutions.
36. ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation for the continued support and
co-operation by financial institutions, banks, government authorities and other
stakeholders. Your Directors also acknowledge the support extended by the Companys unions
and all the employees for their dedicated service.
By order of the Board,
For RSC International Limited
GYAN CHAND JAIN
Whole-time Director
DIN- 00498094
Place: Jaipur
Dated: 06/09/2023
+91-9892691696
