To,
The Members,
The Directors of your company have pleasure in presenting to you the 45th
Annual Report together with the Audited Statements of Accounts for the year ended on 31 st
March, 2023.
FINANCIAL RESULTS
(Amount in Rupees)
Particulars |
Current Year 2022-2023 |
Previous Year 2021-22 |
Income from Operations & Other income |
35,98,687 |
50,00,665 |
Less: Total Expenses |
30,06,512 |
48,86,985 |
Profit before Depreciation and Taxes |
5,92,175 |
1,13,680 |
Less: Depreciation |
42,006 |
49,601 |
Profit before tax |
5,50,169 |
64,079 |
Less: Current Tax |
2,93,900 |
1,26,160 |
Less: Income Tax Adjustment of earlier |
(1,00,650) |
(59,831) |
Years |
|
|
Less: Deferred tax (credit) |
11,074 |
(4,018) |
Profit after Tax |
3,45,845 |
1,768 |
Add: Balance brought forward |
67,45,527 |
67,43,758 |
Less: Proposed Equity Dividend |
|
- |
Less: Tax on Proposed Dividend |
|
- |
Less: Transfer to Statutory Reserve u/s 45IC |
87,049 |
- |
Balance carried to Balance Sheet |
70,04,323 |
67,45,527 |
OPERATIONS:
Due to the vulnerabilities of our domestic economy & the global market dislocation,
the Company has recorded lower total income of Rs. 35,98,687/- as compared to Rs.
50,00,665/- for the previous year but higher Net Profit after tax of Rs. 3,45,845/- for
the year as compared to the profits of Rs. 1,768/- in the previous year.
FUTURE PROSPECTS:
The Company has got the NBFC license revived from the RBI and hence can start doing the
NBFC business again which is good news from the future business prospects. Also, the
company has started the financial advisory services and business for mutual investments
and loan against property which would help the company to do better in future.
The board of directors is bullish on the financial services business and expects
quantum increase in business activity in the coming quarters.
DIVIDEND:
In order to plough back the entire profits after tax into the business of the company.
No dividend was recommended by the board of directors.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2023 was Rs. 1,31,00,000/- during the year
under review.
DEPOSITS:
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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013. The details of the investments made by company is
given in the notes to the financial statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF I ANDITS FUTURE OPERATIONS:
The RBI has restored the NBFC license which was revoked in 2018 on March 23, 2023 after
the High Court order dated February 20, 2023.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board &
to the Chairman of the Company. The Internal Auditor appointed by the Company viz. Shri.
Neel Kumar Jain 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. The Audit Committee of the Board addresses
significant issues raised by both the Internal Auditors and Statutory Auditors.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
As per the provisions of the Companies Act, 2013, Smt. Nina Ranka (DIN: 00937698)
retires by rotation at the ensuing Annual General Meeting and being eligible, has offered
herself for re-appointment. The Board recommends her re-appointment. Mr. Arun Jain had
resigned as Independent Non-Executive Director of the company w.e.f. 1st April,
2023 and Mr. Kanishk Ranka has been appointed as Non-Independent Non-Executive Director by
the board w.e.f. from 1st April, 2023 whose appointment was regularized on 28th
June, 2023 via Postal Ballot. Further, Mr. Kanishk Ranka is now being appointed as an
executive director subject to the resolutions passed in the Annual General Meeting. The
necessary resolution for the appointment of Smt. Nina Ranka (DIN: 00937698) and for change
in designation of Mr. Kanishk Ranka (DIN: 06967647) are also being placed before the
members for their consideration at the forthcoming Annual General Meeting.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015,
the Board has carried out an evaluation of its own performance, the directors individually
as well as the evaluation of the working of its Audit, Nomination & Remuneration
Committees. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and SEBI Listing Regulations and the relevant rules. In the
opinion of the Board, they fulfill the conditions of independence as specified in the Act
and Rules made thereunder and are independent of the Management.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration Committee,
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
MEETINGS:
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year, 4 (Four) Board Meetings and 4 (four) Audit Committee Meetings were
convened and held. The details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
CONSERVATION OF ENERGY:
The Company s operations are not energy-intensive and as such involve low energy
consumption. However, adequate measures have been taken to conserve the consumption of
energy.
TECHNOLOGY ABSORPTION:
The Operations of the company do not involve any kind of special technology and there
was no expenditure on research & development during this financial year. However, your
company continues to upgrade its technology (computer technology and telecom
infrastructure) in ensuring it is connected with its clients across the globe.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS
Your Company continues to take new initiatives to further align its HR policies to meet
the growing needs of its business. People development continues to be a key focus area of
the Company. The industrial relations in all the units of the Company remained cordial and
peaceful throughout the year.
DIRECTOR RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting standards have
been followed.
ii) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 or loss of the Company for the year under review.
iii) The directors 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.
iv) The directors have prepared the annual accounts on a going concern basis.
v) 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.
vi) The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arm s length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large except for the transaction of loan Portfolios between the
company and Veritas Buildtech Private Limited and KMP remuneration. The disclosure of
material Related Party Transaction in FORM AOC-2 is given in Annexure A to this report.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with our
vision of being one of the most respected companies in India, the Company is committed to
the high standards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be meted out to any
person for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. The
Committee reports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company s shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the
Code.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as "code of
business conduct" which forms an Appendix to the Code. The Code has been posted on
the Company s website www.rapidinvestments.co.in
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to Regulation 25 of the Listing Regulations, 2015, the Company has a
familiarization programme for Independent Directors with regard to their role, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company etc. The Board Members are provided with all necessary
documents/ reports and internal policies to enable them to familiarize with the Company s
procedures and practices. Periodic presentations are made at the Board and Board
constituted Committee Meetings pertaining to business and performance updates of the
Company, global business environment, business strategies and risks involved. Directors
attend training programmes/ conferences on relevant subject matters and keep themselves
abreast of the latest corporate, regulatory and industry developments.
STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M/s. Aneesh Jain & Co., Chartered Accountant,
Mumbai, (Firm Reg. No. 020778C) has been appointed by the Shareholders at the 43rd
Annual General Meeting of the Company held on 30 September, 2021 for a period of 5 years
i.e. upto conclusion of 48th Annual General Meeting of the Company.
Details of Audit Qualification: The company has purchased Selected 308 Loan portfolios
aggregating to Rs 775.62. Lakhs from Veritas Buildtech Private Limited and has sold 44
Existing Loans aggregating to Rs 95.57 Lakhs to Veritas Buildtech Private Limited which
remain unverified due to non-availability of adequate agreement(s) and repayment
schedules. Hence, we are unable to comment upon the correctness of carrying value of
financial assets and financial liabilities in accompanying statement.
For Audit Qualification(s) where the impact is quantified by the auditor, Management's
Views: As the certificate of registration of the Company as Non-Banking Financial Company
(NBFC) was restored by the Reserve Bank of India (RBI), the Company has purchased 308 Loan
Portfolios aggregating to Rs. 775.62 lakhs from Veritas Buildtech Private Limited and the
amount is now payable and has sold 44 existing loans aggregating to Rs. 95.57 lakhs to
Veritas Buildtech Private Limited and the amount is now receivable and proper agreement is
also executed with regards to the same.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed Pankaj & Associates, a firm of Company Secretaries in practice, to undertake
the Secretarial Audit of the Company. The Secretarial Audit report of the Company for the
financial year ended 31st March, 2023 in the prescribed form MR-3 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
herewith as "Annexure B".
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report. There are no major observations made by the Auditor in the
Report except the following:
1. The Company does not have website updated with required information under
Listing Obligations and Disclosure Requirements) Regulations, 2015.
2. Rule 10 and Rule 20(4)(v) of Companies (Management and Administration) Rules,
2014, which requires the Company to give advertisement for Closure of register of members
and to publish the Notice of E-voting, respectively and Regulation 47 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 which requires the intimation
of Board Meeting to consider and approve the financial results, in at least one vernacular
newspaper in the principal vernacular language of the district in which the registered
office of the company is situated and at least once in English language in an English
Newspaper having a wide circulation in that district, were not complied by the Company.
However communication on each matter is done in writing with shareholders holding 99.79%
shares.
3. As per requirement of Secretarial Standard on Board meetings (SS-1), &
General Meetings (SS-2), the maintenance & preservation of minutes of Board &
General Meetings (SS-5) are not strictly followed.
4. As per the requirement of Amendment provisions of Rule 6 of the Companies
(Appointment and qualification of Directors) Rules, 2014, the individuals who has been
appointed as an independent director in the company have not applied for inclusion of
their name in the Independent Director s Data Bank.
However, the company would ensure in future that all the provisions will be complied to
the fullest extent.
EXTRACT OF ANNUAL RETURN:
The Annual Return for FY 2022-23 as per provisions of the Act and Rules thereto, is
available on the Company s website at
http://www.rapidinvestments.co.in/investor-relations/2Form_MGT_7%20for%20website.pdf
BUSINESS RISK MANAGEMENT:
Integrated enterprise risk management framework is in existence under which the common
prevailing risks in the Company are identified, the risks so identified are reviewed on
periodic basis by the Audit Committee and the management s actions to mitigate the risk
exposure in a timely manner are assessed.
A risk management policy under the above said enterprise risk management framework as
approved by the Board has been adopted by the Company and being reviewed on yearly basis.
At present the company has not identified any element of risk which may threaten the
existence of the company.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company draws remuneration more than the limits prescribed
under the Companies Act, 2013.
REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014 AND OTHER APPLICABLE PROVISIONS:
There are no employees covered under these rules and hence the said provision is not
applicable.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS: The
Corporate Governance and Management Discussion & Analysis Report, which form an
integral part of this Report, are set out as separate Annexure C and Annexure D, together
with the Certificate from the auditors of the Company regarding compliance with the
requirements of Corporate Governance as stipulated in Listing Regulations.
ACKNOWLEDGEMENTS:
Your Board of Directors would like to place on record its sincere appreciation for the
whole hearted support and contributions made by Auditors, Banks, Financial Institutions,
Suppliers and other Business Associates towards the conduct of the operations of the
Company.
|
For and on behalf of the Board |
|
SD/- |
|
Nina Ranka |
Place: Mumbai |
Managing director |
Date: 14.08.2023 |
DIN: 00937698 |