Dear Shareholders,
Your directors have pleasure in presenting the Thirteenth Annual Report together with
Audited accounts for the year ended 31.03.2023
1. FINANCIAL RESULTS:
The financial results for the year ended 31.03.2023 and for previous year ended
31.03.2022 are as under:
(In NR Hundreds)
| PARTICULARS |
31.03.2023 |
31.03.2022 |
| Total Revenue |
16,305 |
6,510 |
| Less: Expenditure |
22,628 |
71,671 |
| Profit before exceptional items and tax |
(6,323) |
(65,161) |
| Less: Current Tax |
- |
- |
| Less: Deferred Tax |
59 |
17 |
| Profit for the period |
(6,382) |
(65,178) |
| Other comprehensive income |
|
|
| Total comprehensive income |
(6,382) |
(65,178) |
The loss for period is Rs. 6.38 lakhs as against the loss of Rs. 65.18 lakhs in the
previous year. The company that was reeling under Covidl9 epidemic has just got some
relief in the current financial year and the Retail trade is expected to grow in the
coming years.
2. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:
The Company is engaged in the business of Retail trade. There is no change in the
nature of business during the year under review.
3. DIVIDEND:
The Board does not recommend any dividend for the year.
4. RESERVES:
No amount is proposed to be transferred to General Reserves during the year.
5. SHARE CAPITAL:
During the year under review, there were no changes in the Share Capital of the
Company. The Authorised share capital of the company is Rs.13.00 Crores and paid up
capital is Rs. 12.31 Crores
6. DEPOSITS:
The company has not accepted or invited any deposits under the provisions of the
Companies Act, 2013, and rules related thereto.
7. ANNUAL RETURN
The Annual Return for the year ended 31.03.2023 will be made available in the website
www. rclretail.in
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
The Company is not having any subsidiary, associate and joint venture company.
9. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments which could affect the Companys financial position
have occurred between the end of the financial year of the Company and the date of this
report.
10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:
The Company had not advanced any loan, given guarantees, provided security during the
year under review.
11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant and material orders have been passed by any Regulator or Court or
Tribunal which can have an impact on the going concern status and the Companys operations
in future
12. BOARD OF DIRECTORS AND ITS COMMITTEES:
A. COMPOSITION OF THE BOARD OF DIRECTORS
The Board consists of Three Directors as at 31.03.2023 viz., a) One Executive Director
(Promoter) b) One Independent Director and c) One Non-Executive Director.
During the year Mr. Navratan Mai Lunker (Independent Director) resigned from the Board
on 3rd February 2023. The Board expresses its gratitude for the contribution
made by him during the tenure as a Director of the Company.
In terms of Section 152 of the Companies Act, 2013, Mr. Mahipal Sanghvi, Whole Time
Director, retires by rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment.
Mr. Jayaraman Madhusuthan was appointed as an Additional Director / Independent
Director w.e.f. 03.02.2023. As an additional director he holds office upto the date of
ensuing Annual General Meeting and is eligible to continue as Director of the Company.
Your Board recommends his continuation in the best interests of the Company.
Mr. Ratanchand Lodha has been appointed as Compliance officer with effect from 18th
April 2023.
B. KEY MANAGERIAL PERSONNEL:
Mr. K.R. Ramakrishnan, Company Secretary and Compliance officer resigned from the
Company with effect from 16th March 2023.
C. MEETINGS OF BOARD OF DIRECTORS
During the year the Board of Directors met 7 times on 25.04.2022, 23.06.2022,
01.08.2022, 02.09.2022, 14.11.2022, 03.02.2023 and 13.03.2023. The gap between the two
meetings was not more than 120 days. The Directors who attended these meetings are
mentioned below.
| SNo |
Name of the directors |
Category |
Board meetings in 2022-23 Held/ Attended |
Atten ded
12th
AGM |
No of other director- ships in public/ private companies |
No of membership / chairmanship in other companies board committees |
| 1 |
Ratanchand lodha |
NED |
7/7 |
Yes |
1 |
0/0 |
| 2 |
Mahipal sanghvi |
ED |
7/7 |
Yes |
0 |
0/0 |
| 3 |
Navratan Mal Lunker @ |
ID |
5/5 |
Yes |
Nil |
0/0 |
| 4 |
Jayaraman Madhusuthan * |
ID |
2/2 |
No |
Nil |
0/0 |
• NED Non- Executive Director; Ed Executive Director
• ID independent director
@ Mr. Navratan Mal Lunker has resigned from the Board with effect from 3rd
February, 2023
* Mr. Jayaraman Madhusuthan was appointed in the Board with effect from 3rd
February, 2023.
D. AUDIT COMMITTEE
The Audit committee company comprises of three members and the committee met 3 times on
(i) 23.06.2022 (ii) 01.08.2022 and (iii) 14.11.2022. The composition of the Audit
Committee and details of meeting attended are provided hereunder:
| Name of the Director |
Designation |
Category |
Number of meetings held/attended |
| Navratanmal Lunker @ |
Chairman |
Non Executive independent Director |
3/3 |
| Ratanchand Lodha |
Member |
Non Executive Director |
3/3 |
| Mahipal Sanghvi |
Member |
Executive Director & CFO |
3/3 |
| Mr. Jayaraman |
Chairman |
Non Executive Independent Director |
0/0 |
| Madhusuthan * |
|
|
|
@ Mr. Navaratan Mai Lunker resigned on 3rd February, 2023.
* Mr. Jayaraman Madhusuthan was appointed as Chairman with effect from 3rd
February, 2023.
E. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship committee company comprises of three members and the
committee met once on 25.04.2022. The composition of the Committee and details of meeting
attended are provided hereunder:
| Name of the Director |
Designation |
Category |
Number of meetings held/attended |
| Ratanchand Lodha |
Chairman |
Non Executive Director |
1/1 |
| Navratanmal Lunker @ |
Member |
Non executive independent Director |
1/1 |
| Mahipal Sanghvi |
Member |
Executive Director & CFO |
1/1 |
| Mr. Jayaraman Madhusuthan * |
Member |
Non executive independent Director |
0/0 |
@ Mr. Navaratan Mai Lunker resigned on 3rd February 2023.
* Mr. Jayaraman Madhusuthan was appointed as member with effect from 3rd
February 2023.
F. RISK MANAGEMENT COMMITTEE:
The Risk management committee company comprises of three members and the committee met
once on 25.04.2022. The composition of the Committee and details of meeting attended are
provided hereunder:
| Name of the Director |
Designation |
Category |
Number of meetings held / attended |
| Ratanchand Lodha |
Chairman |
Non Executive Director |
1/1 |
| Navratanmal Lunker @ |
Member |
Non executive independent Director |
1/1 |
| Mahipal Sanghvi |
Member |
Executive Director & CFO |
1/1 |
| Mr. Jayaraman Madhusuthan * |
Member |
Non executive independent Director |
0/0 |
@ Mr. Navaratan Mai Lunker resigned on 3rd February 2023.
Mr. Jayaraman Madhusuthan was appointed as member with effect from 3rd
February 2023.
G. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration committee company comprises of three members and the
committee met once on 01.02.2023. The composition of the Committee and details of meeting
attended are provided hereunder:
| Name of the Director |
Designation |
Category |
Number of meetings held / attended |
| Ratanchand Lodha |
Member |
Non Executive Director |
1/1 |
| Navratanmal Lunker @ |
Chairman |
Non executive independent Director |
1/0 |
| Mahipal Sanghvi |
Member |
Executive Director & CFO |
1/1 |
| Mr. Jayaraman Madhusuthan * |
Chairman |
Non executive independent Director |
0/0 |
@ Mr. Navaratan Mai Lunker resigned on 3rd February 2023
* Mr. Jayaraman Madhusuthan was appointed as Chairman with effect from 3rd
February 2023.
G. BOARD EVALUATION AT INDEPENDENT DIRECTORS MEETING:
The Independent Directors of the Company held a separate meeting on 13.03.2023 without
the attendance of non- independent Directors and members of management. At the said
meeting, they reviewed the performance of non- independent Directors and the Board as a
whole, including the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors. Declaration of compliance by the Board members and
senior management personnel including Key managerial personnel to the code of conduct is
attached as ANNEXURE 1.
H. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY:
The Independent director has given declaration under Section 149 of the Companies Act,
2013, that they meet the criteria of independence.
I. DIRECTORS RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on
behalf of the Board of Directors, hereby confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had
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 and estimate 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) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts ongoing concern basis.
e) the directors had laid down internal financial controls to be followed by the
company and such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
13. AUDITORS & AUDIT REPORT:
At the 10th Annual General Meeting of the Company held on March 31, 2021,
the shareholders have appointed M/s. VENKAT & RANGAA LLP., Chartered Accountants, as
Statutory Auditors of the Company for a term of five years from the conclusion of said
Annual General Meeting to carry out the audit for the financial years starting from
2020-21 to 2024-25.
14. SECRETARIAL AUDIT & SECRETARIAL REPORT:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company engaged the services of M/s. A.K. Jain & Associates, Company Secretaries in
Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year
ended March 31, 2023. The Secretarial Audit Report (in Form MR-3) is attached as ANNEXURE
2 to this Report.
REPLY FOR COMMENTS IN SECRETARIAL AUDITORS REPORT:
| S. No |
Observations |
Reply |
| 1. |
The Company does not have Woman Director as required u/s 149 of the
Companies Act, 2013 w.e.f. 13.01.2022 |
The Company is taking necessary steps to appoint Woman director. |
| 2. |
The Company does not have the requisite number of Independent Directors
as required u/s 149 of the Companies Act, 2013 w.e.f. 13.01.2022 |
The Company is taking necessary steps to appoint an Experienced and
Qualified person as an Independent director of the Company. |
| 3. |
The prior intimation of 5 days for the Board meeting held on 23.06.2022
is not complied as per Regulation 29 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. |
The Company shall ensure to Comply the Regulation 29 of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 |
| 4. |
The results for the year ended 31.03.2022 were approved beyond the time
as prescribed in Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 |
The Company will ensure that the results are considered and approved in
compliance with the Regulations in future. The delay was inadvertent and not intentional. |
| 5. |
The composition of Audit, Nomination & Remuneration committees are
not in compliance with the provisions of the Section 177 and 178 of the Companies Act,
2013 w.e.f. 13.01.2022 |
The Company is taking necessary steps to appoint an Independent director
to comply with the provisions of the Section 177 and 178 of the Companies Act, 2013 |
| 6. |
The Company does not have a Qualified Company Secretary as the
Compliance Officer w.e.f. 17.03.2023 |
The Company is taking necessary steps to appoint a suitable candidate as
the Company Secretary of the Company. |
15. INTERNAL AUDIT:
M/s. SSP JAIN and ASSOCIATES LLP have been appointed as Internal Auditors by the Board.
Internal Audit reports are forwarded to management, who take appropriate action as soon as
possible. The company is maintaining a Structured Digital Data System which is non
tamperable and is also subject to Internal audit.
16. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company does not fall under the class of Companies mentioned under Section 135 of
the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules,
2014. Hence, the Company has not spent any funds towards Corporate Social
Responsibility.
17. VIGIL MECHANISM:
In accordance with section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations,
2015, the company has established a Vigil Mechanism and has a Whistle Blower Policy.
The policy provides a mechanism for all employees to report to the management, grievances
about the unethical behaviour or any suspected fraud. The policy is available at the
website of the company www.rclretail.in.
18. CORPORATE GOVERNANCE:
Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, does not apply to your Company. Hence, the report on Corporate Governance is not
provided.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The Company has not entered into any contracts / arrangement with the related parties
u/s. 188 of the Companies Act, 2013 during the year.
20. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
None of the employees draw remuneration in excess of the limits prescribed in the
relevant regulations. Hence, details of the employees of the Company as required pursuant
to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is not furnished.
Having regard to the provisions of Section 136(1) read with its relevant proviso of the
Companies Act, 2013, the disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part
of the Annual Report, is available for inspection at the registered office of the company
during working hours. Any member interested in obtaining such information may write to the
Compliance officer and the same will be furnished without any fee.
21. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL:
The Company has recovered from the Covid 19 impact and would like to focus on
"retail sector" which has enormous demand. The Risk management committee is
entrusted with the task of managing the challenges ahead. The companys internal control
systems are commensurate with the nature of its business and the size and complexity of
its operations. In addition to the internal control systems, the board has laid emphasis
on adequate internal financial controls to ensure that the financial affairs of the
company are carried out with due diligence. Significant audit observations and follow up
actions thereon are reported to the audit committee.
22. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The product dealt by the Company is material intensive and not power intensive.
However, the thrust on energy conservation continues and necessary measures for
optimization of energy consumption have been taken. The technology used is indigenous,
neither any foreign exchange was earned nor there was any outgo of foreign exchange during
the period under report.
23. LISTING WITH STOCK EXCHANGE
The Companys equity shares are listed in SME Platform of BSE Limited.
24. TRANSFER TO THE CREDIT OF INVESTOR EDUCATION PROTECTION FUND
There are no amounts which need to be transferred to the Investor Education and
Protection Fund.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBATION
AND REDRESSAL), ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal),
Act, 2013. During the year under review no complaints have been received.
26. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR: -
Not Applicable
27. 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:-
Not Applicable
28. ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the customers, suppliers, bankers,
business partners /associates, financial institutions and various regulatory authorities
for their consistent support / encouragement to the Company. Your Directors would also
like to thank the Members for reposing their confidence and faith in the Company and its
Management.
By Order of the Board For SHANTI GURU INDUSTRIES LIMIETD
Sd/-
RATANCHAND LODHA Chairperson DIN: 01534269
Date: 01/08/2023 Place: Chennai
+91-9892691696
