డైరెక్టర్ల నివేదిక Rap Corp Ltd.

Mar 31, 2025

On behalf of the Board of Directors (‘the Board’), it is our pleasure to present the 31st Annual Report of the Company along with the Audited financial Statements (standalone and consolidated) and Auditors Report for the Financial Year ended March 31,2025 (“FY 2024-25”).

1. Financial Highlights

Financial highlights of the Company for FY 2024-2025 as compared to the preceding financial year in given below:

(Rs. In lakhs)
Particulars	Consolidated		Standalone
	FY 2025	FY 2024	FY 2025	FY 2024
Net Sales /Income from Business Operations	-	-	-	-
Other Income	34.77	1.38	34.77	1.38
Total Income	34.77	1.38	34.77	1.38
Expenses excluding Depreciation	201.28	82.52	108.81	82.52
Profit /(loss)before Interest and Depreciation	(166.51)	(81.14)	(74.04)	(81.14)
Less Interest	-	-	-	-
Less Depreciation and amortization	30.81	25.05	30.81	25.05
Profit / (loss) after depreciation and Interest	(197.32)	(106.19)	(104.85)	(106.19)
Exceptional Item	-	-	-	-
Less Current Income Tax	-	-	-	-
Less Previous year adjustment of Income Tax	-	-	-	-
Less Deferred Tax	(35.53)	(27.17)	(35.53)	(27.17)
Net Profit/ (Loss) after Tax	(161.79)	(79.03)	(69.32)	(79.03)

The Audited Standalone and Consolidated Financial Statements of your Company for FY 2024-25 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’), Indian Accounting Standards (‘Ind AS’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations’).

In accordance with the provisions of Section 129(3) of the Act, the audited consolidated financial statements are also provided in the Annual Report.

During the year, the Company could not achieve any revenue on standalone basis. The Company’s 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. 69.02 lakhs during the financial year.

There was no change in the revenue streams during the year, and no revenue was reported.. 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.

During the year, the Company could not achieve any revenue on consolidated basis. White River Properties LLP (‘LLP’), an associate of the Company has not carried any business. However the said LLP holds certain Land in Pune which capable of being developed in the future. The Company has incurred loss of Rs. 161.79 lakhs during the financial year.

2. State of Company’s Affairs & Future Outlook

The Board of Directors has been considering the monetization of the assets of the Company since 2023-24. After various considerations, the Company has reclassified its property of Agra into stock in trade w.e.f. 1st April, 2024 and necessary accounting effect was given in June, 2024 Quarter.

As on 31st March 2025, the Company’s properties consisted of properties in Agra and Meerut. As on the date of this report the company has sold its property at Agra for a consideration of Rs. 62.12 Crores (Rs. Sixty-Two crores and Twelve lakhs approx.). However, the Company is having “Zero Outside Debt” and has been able to weather all the storms. The Company’ s management is exploring various options to overcome the challenges in respect of the said properties and explore ways to generate income.

3. Transfer to Reserves

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

4. Dividend

In view of the losses incurred, the Board doesn’t recommend any dividend for the Financial Year under review.

5. 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.

6. Change of name of the Company

During the Financial Year under review, change of name of the Company from Rap Media Limited to Rap Corp Limited was approved by Ministry of Corporate Affairs pursuant to shareholders approval w.e.f. January 24, 2025.

7. Details relating to Deposits covered under Chapter V of the Act

Sr. No.	Particulars	Amount (in INR)
1.	Accepted during the year	NIL
2.	Remained unpaid or unclaimed as at the end of the year	NIL
3.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: i. at the beginning of the year ii. Maximum during the year iii. at the end of the year	NIL
4.	Details of deposits which are not in compliance with the requirements of Chapter V of the Act	NIL

*Note: Disclosure pursuant to Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014: During the year under review and prior years, the Company has accepted loans from directors, the details of which are given in the Note No. 14.2. of the Financial Statements.

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 except the company has sold its property at Agra for a consideration of Rs. 62.12 Crores (Rs. Sixty-Two crores and Twelve lakhs approx.) after 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

During the year under review, the Company has made an investment in White River Properties LLP by acquiring a 42.5% stake in the said entity. Pursuant to this investment, White River Properties LLP has become an Associate of Rap Corp Limited in accordance with the provisions of the Companies Act, 2013 and applicable accounting standards. As on the date of the report, the stake of the Company has changed to 33%.

In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and associates are prepared in accordance with the provisions as specified in the Companies (Accounts) Rules, 2014, form part of the annual report. Further, a statement containing the salient features of the financial statement of our subsidiaries and joint ventures in the prescribed form AOC-1 is attached as “Annexure-I” to the Board’s Report. This statement also provides the details of the performance and financial position of each subsidiary/Joint Ventures and Associates.

11. Particulars of Loans, Guarantees or Investments

The Company has disclosed the particulars of the loans given, investments made or guarantees given or security provided during the year, as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements. The Company is in compliance of provision of Section 186 of the Companies Act, 2013.

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 prescribed limits as on the last date of the previous financial year.

Therefore, the Corporate Governance Report is not required to be annexed with this report.

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

During the year under review, there is no change in the Board.

• Retirement by Rotation of Mr. Rupinder Singh Arora (DIN: 00043968)

As per Section 152 of the Companies Act, 2013, Mr. Rupinder Singh Arora, Managing Director of the Company retires by rotation at the forthcoming 31st Annual General Meeting of the Company.

A brief resume, nature of expertise, details of directorships held in other companies by Mr. Rupinder Singh Arora along with his 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. Rupinder Singh 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

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

• Mr. Rupinder Singh Arora, Managing Director

• Mr. Surendra Gupta, Chief Financial Officer

• Mr. Irshad Mansuri, Company Secretary & Compliance Officer

15. Declaration by Independent Directors

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have included their names in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies for a period not less than three years, they are not required to undertake the proficiency test as per Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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.

17. 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 2024-25, 6 meetings of Board of Directors were held on viz May 29, 2024, August 13, 2024, September 02, 2024, November 14, 2024, February 13, 2025, March 28, 2025. The maximum gap between two Board Meetings did not exceed 120 days.

18. 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. The evaluation was carried in an objective manner with evaluation of the Board as a whole, Committees of the Board and Individual Directors was carried out.

During the year under review, the Independent Directors of the Company met on February 13, 2025 without presence of other directors.

19. 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.

20. 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 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. 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. The Committee comprised of Mr. Rupinder Singh Arora, Managing Director & Member, Ms.

Deepa Kunal Bhambhani, Independent Director and Chairman, Mr. Kapil Bagla, Independent Director.

Company Secretary acts as Secretary of the Committee.

There were 5 (Five) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 202425, (i.e. May 29, 2024, August 13 2024, November 14, 2024, February 13, 2025 and March 28, 2025).

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

21. 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. The committee comprises of Ms. Deepa Kunal Bhambhani Independent Director and Chairman, Mr. Kapil Bagla, Independent Director and Member and Mr. Rupinder Singh Arora, Managing Director and 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 2024-25 i.e. May 29, 2024.

22. 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. The committee comprises of Ms. Deepa Kunal Bhambhani, Independent Director and Chairman, Mr. Kapil Bagla, Independent Director and Member and Ms. Ritika Arora, Non-Executive Director and Member.

Company Secretary acts as a Secretary of the Committee.

There was 1 (One) Meeting of the Nomination and Remuneration Committee of the Board of Directors held during the Financial Year 2024-25 i.e. May 29, 2024.

23. 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. The same is available on the website of the Company at https://rapcorpltd.co.in/policy.html. During the year there were no changes in the said Policy.

24. Business Risk Management

The Company has established a 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 Company’s objectives.

25. 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 31,2025 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;

26. 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.

27. Related Party Transactions

During the year under review, there were no transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Section 188 the Companies Act, 2013.

No material Related Party Transactions i.e. transactions exceeding 10% of the annual consolidated 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. In view of the same, the disclosure in prescribed form AOC 2 are not applicable and the form AOC-2 is not attached.

28. 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.

The policy also provides access to the chairperson of the Audit Committee under certain circumstances. During the year, none of the whistle blowers was denied access to Audit Committee.

29. 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) were appointed as the Statutory Auditors of the Company for a period of 3 years from the conclusion of 28th Annual General Meeting to hold office till the conclusion of the 31st Annual General Meeting (AGM) of the Company to be held in the year 2025. They will be retiring from the office of Statutory Auditor in the ensuing general meeting of the Company. Being eligible for re-appointment and upon recommendation of Audit Committee, the Board proposes re-appointment of M/s Jain Vinay & Associates, Chartered Accountants for a second term of 5 years subject to approval of the shareholders in the ensuing Annual General Meeting of the Company.

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, Practising Company Secretaries (Membership no.-F9081, COP-12973) was appointed to conduct the Secretarial Audit of the Company for Financial Year 2024-2025. The secretarial audit report for FY 2024-25 is attached as “Annexure-N”.

Cost Audit and Cost Records

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of sub-section (1) of section 148 of the Companies Act, 2013, are not applicable for the business activities carried out by the Company.

30. Board’s Response on Auditors Qualification, Reservation or Adverse Remark

• There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31, 2025. The Report is enclosed with financial statements in this Integrated Annual Report.

• The Secretarial Auditors Report for the financial year ended March 31, 2025 doesn’t contain any qualification, reservations or adverse remarks.

31. 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.

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

During FY 2024-25, 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 Company’s operations in future.

33. 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.

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

The Company was not required to constitute Internal Complaints Committee (ICC) under the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment since the number of employees did not exceed the prescribed limit.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the FY2025, pursuant to the POSH Act and Rules framed thereunder:

a) Number of complaint(s) of Sexual Harassment received during FY2025 - 0

b) Number of complaint(s) disposed of during FY2025 - 0

c) Number of cases pending for more than 90 days (which is stipulated timeline for completion of an inquiry into a compliant of sexual harassment under POSH Act) - 0

35. Disclosure of Maternity Benefit Compliance

Your Company is in compliance of Maternity Benefit Act, 1961 for the year under review.

36. Disclosures

Your Directors state that for the Financial Year 2024-25, no disclosures are required in respect of the following items and accordingly affirm as under:

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

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

• The Company has not formed any Employee Stock Option Scheme and has not granted any stock options.

• 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.

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

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

37. Particulars of Employees

The ratio of the remuneration of each Director to the median employee’s 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-IN” Statement of Disclosure of Remuneration.

38. 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:

Rupees in Lakhs
Particulars	FY 2025	FY 2024
Foreign Exchange Earning	NIL	NIL
Expenditure in Foreign Exchange	11.52	NIL

39. 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 31,2025, on its website at https://rapcorpltd.co.in/annual returns.html

40. Annual Listing Fees:

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

41. Human Resources:

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

42. Depository System:

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

43. 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 2025.

44. 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. We further place on record our sincere appreciation for the assistance and co-operation received from Government Authorities and Business Partners.

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Mar 31, 2024

On behalf of the Board of Directors (‘the Board’), it is our pleasure to present the 30th Annual Report of the Company along with the Audited financial Statements and Auditors Report for the Financial Year ended March 31,2024.

1. Financial Highlights

Financial highlights of the Company for FY 2023-24 as compared to the preceding financial year in given below:

(Rs. In lakhs)
Particulars	FY 2024	FY 2023
Net Sales /Income from Business Operations	NIL	NIL
Other Income	1.38	0.098
Total Income	1.38	0.098
Expenses excluding Depreciation	82.52	50.33
Profit /(loss)before Interest and Depreciation	(81.14)	(50.23)
Less Interest	-	0.36
Less Depreciation and amortization	25.05	25.13
Profit / (loss) after depreciation and Interest	(106.19)	(75.72)
Exceptional Item	NIL	NIL
Less Current Income Tax	NIL	NIL
Less Previous year adjustment of Income Tax	NIL	NIL
Less Deferred Tax	(27.16)	7.53
Net Profit after Tax	(79.03)	(83.25)

2. Business Performance

During the year, the Company could not achieve any revenue. The Company’s 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. 79.03 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. During the year, the management has decided to convert its capital asset into stock in trade, so as to explore any possible use/ monetization of assets for the benefit of the Company.

3. State of Company’s Affairs & Future Outlook

The Company’s properties consists of properties in Agra and Meerut. 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. However, the Company is having “Zero Outside Debt” and has been able to weather all the storms. The Company’ s management is exploring various options to overcome the challenges in respect of the said properties and explore ways to generate income. For this purpose, during the year under review, the Board has been contemplating converting the assets of the Company into Stock in Trade. However, one of the assets of the Company, has been converted into stock in trade from April 2024 and accordingly necessary effects have been given in quarter ended June 30, 2024 i.e. w.e.f April 2024.

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 doesn’t 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. Shifting of Registered Office

During FY 2023-24, w.e.f. 11th September 2023, the registered office of the Company was shifted to B1, Lilaram Bhavan, Dandpada, KharDanda, Khar West, Khar Colony, Mumbai, Mumbai, Maharashtra, India, 400052, which was within the local city limits.

8. 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.

9. 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.

10. 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.

11. Subsidiaries, Associates and Joint Ventures

As on 31st March 2024, Your Company doesn’t have any subsidiary, associates or joint ventures.

12. 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.

13. 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 prescribed limits as on the last date of the previous financial year.

14. 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.

15. Board of Directors and Key Management Personnel Appointment/Re-appointment of Directors

• Appointment of Mr. Kapil Bagla (DIN: 00387814) as Independent Director of the Company

The Board at its meeting held on September 01,2023, on basis of the recommendation of the Nomination and Remuneration Committee had approved the appointment of Mr. Kapil Bagla (DIN: 00387814) as the Additional (Non-Executive Independent Director) of the Company for a period of five years. The members at the 29th AGM of the Company held on 30th September, 2023 had approved the said appointment of Mr. Bagla as an Independent Director.

• Resignation of Mr. Chandir Gidwani (DIN: 00011916) as an Independent Director of the Company

Mr. Chandir Gidwani on account of his pre-occupations had tendered resignation as Independent Director of the Company w.e.f. October 03, 2023. The Board places on record its deep appreciation for the invaluable contribution and guidance provided by the outgoing director during his tenure on the Board.

• 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 30th Annual General Meeting of the Company.

A brief resume, nature of expertise, details of directorships held in other companies by Ms. Ritika Arora along with her 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.

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 and NSE Circulars pertaining to enforcement of SEBI Orders regarding appointment of Directors by Listed Companies.

Key Management Personnel

• Mr. Deepak Mishra has resigned as Chief Financial Officer of the Company w.e.f. 03rd October, 2023. Board takes on records the services rendered by Mr. Deepak Mishra

• Mr. Surendra Gupta was appointed as Chief Financial Officer of the Company w.e.f. November 03, 2023.

• 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. In the opinion of the Board, the independent director(s), appointed during the year, possess the necessary expertise and experience required for this purpose as well as are persons of integrity.

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.

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:

• Mr. Rupinder Singh Arora, Managing Director

• Mr. Surendra Gupta, Chief Financial Officer

• Mr. Irshad Mansuri, Company Secretary and Compliance Officer Details of Directorship/ Committee Memberships

The names and categories of Directors, their attendance at the Board meetings during the year and at the last Annual General Meeting (‘AGM’) and also the number of Directorships held by them 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 Directorship including this listed entity	Relationship with other Directors
			Board meetings held	Board me etings Atte ndance	Last AGM Attended
1	Mr. Chandir Gidwani$	Non-Executive- Independent Director	9	4	No	8	-
2	Mr. Rupinder Singh Arora	Managing Director	9	9	Yes	3	Mr. Rupinder Singh Arora is the father of Mrs. Ritika Arora
3	Ms. Ritika Arora	Non Executive- Non-Independent Director	9	9	Yes	1	Ms. Ritika Arora is daughter of Mr. Rupinder Singh Arora
4	Ms. Deepa Lakhwani	Non-Executive- Independent Director	9	9	No	3
5	Mr. Kapil Bagla@	Non-Executive- Independent Director	9	5	NA	5	-
*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. $ Mr. Chandir Gidwani ceased to be Independent Director of the Company w.e.f. 3rd October, 2023 @ Appointed w.e.f. September 01.2023

16. 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 2023-24, 9 meetings of Board of Directors were held on viz May 30, 2023, July 11,2023, August 09, 2023, August 23, 2023, September 01,2023, November 03, 2023, February 14, 2024, March 01,2024 and March 28, 2024. The maximum gap between two Board Meetings did not exceed 120 days.

17. 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. The evaluation was carried in an objective manner with evaluation of the Board as a whole, Committees of the Board and Individual Directors was carried out.

During the year under review, the Independent Directors of the Company met on February 14, 2024 without presence of other directors. .

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 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. Accordingly, the Audit Committee of the Board of Directors consists of 2 Independent Directors and one Executive-Director and 1 Non-Executive Director. The members of Audit Committee are financially literate and have experience in financial management. The Committee comprised of Mr. Chandir Gidwani, Independent Director (upto 03.10.2023), Mr. Rupinder Singh Arora, Managing Director & Member, Ms. Deepa Lakhwani, Independent Director; Mr. Kapil Bagla, Independent Director and Company Secretary acts as Secretary of the Committee. On account of resignation of Mr. Chandir Gidwani, the Audit Committee was reconstituted. Ms. Deepa Lakhwani was elected as Chairman of the Committee.

There were 4 (Four) Meetings of the Audit Committee of the Board of Directors held during the Financial Year 202324, (i.e. May 30, 2023, August 09, 2023, November 03, 2023 and February 14, 2024).

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. On account of resignation of Mr. Chandir Gidwani, the Committee was reconstituted. Presently the committee comprises of Ms. Deepa Lakhwani, Independent Director and Chairman, Mr. Kapil Bagla, Independent Director and Member and Mr. Rupinder Singh Arora, Managing Director and 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 2023-24, i.e. May 30, 2023.

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, Mr. Rupinder Singh Arora, Managing Director, Ms. Ritka Arora, Non-Executive Director. Ms. Deepa Lakhwani was appointed as Chairman of the Committee on account of resignation of Mr. Chandir Gidwani. The committee was reconstituted on November 03, 2023. The committee comprises of Ms. Deepa Lakhwani, Independent Director and Chairman, Mr. Kapil Bagla, Independent Director and Member and Ms. Ritika Arora, Non-Executive Director and Member.

Company Secretary acts as a Secretary of the Committee.

There were 3 (Three) Meetings of the Nomination and Remuneration Committee of the Board of Directors held during the Financial Year 2032-24, (i.e. July 11,2023, September 01,2023 and November 03, 2023).

22. 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. The same is available on the website of the Company at https://rapmedialtd.co.in/policy.html. During the year there were no changes in the said Policy.

23. Business Risk Management

The Company has established a 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 Company’s objectives.

24. 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 31,2024 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;

25. 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.

26. Related Party Transactions

During the year under review, there were no 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”),

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. In view of the same, the disclosure in prescribed form AOC 2 are not applicable and the form AOC-2 is not attached.

27. 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.

The policy also provides access to the chairperson of the Audit Committee under certain circumstances. During the year, none of the whistle blowers was denied access to Audit Committee.

28. 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 to hold office till the conclusion of the 31st Annual General Meeting (AGM) of the Company to be held in the year 2025.

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.F9081, COP-12973) was appointed to conduct the Secretarial Audit of the Company for Financial Year 2023-24. The secretarial audit report for FY 2024 is attached as “Annexure-I”.

Cost Audit and Cost Records

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of sub-section (1) of section 148 of the Companies Act, 2013, are not applicable for the business activities carried out by the Company.

29. Board’s Response on Auditors Qualification, Reservation or Adverse Remark

• There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31,2024. The Report is enclosed with financial statements in this Integrated Annual Report.

• The Secretarial Auditors Report for the financial year ended March 31,2024 doesn’t contain any qualification, reservations or adverse remarks.

30. 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.

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

During FY 2023-24, 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 Company’s operations in future.

32 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.

33. 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 Company’s 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 was not required to constitute Internal Complaints Committee (ICC) under the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment since the number of employees did not exceed the prescribed limit.

34. DISCLOSURES

Your Directors state that for the Financial Year 2023-24, no disclosures are required in respect of the following items and accordingly affirm as under:

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

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

• The Company has not formed any Employee Stock Option Scheme and has not granted any stock options.

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

• 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.

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

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

35. Particulars of Employees

The ratio of the remuneration of each Director to the median employee’s 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-M” Statement of Disclosure of Remuneration.

36. 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:

(Rs. In lakhs)
Particulars	FY 2024	FY 2023
Foreign Exchange Earning	NIL	NIL
Expenditure in Foreign Exchange	NIL	NIL

37. 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 31,2024, on its website at www.rapmedialltd.co.in.

38. Annual Listing Fees:

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

39. Industrial Relations:

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

40. Depository System:

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

41. 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 2024.

42. 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. We further place on record our sincere appreciation for the assistance and co-operation received from Banks, Government Authorities and Business Partners.

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Mar 31, 2015

The Members,

Rap Media Limited

The Directors present the twenty first Annual Report of your Company along with the Financial Statements for the year ended 31st March, 2015.

Financial Highlights:

(Rs. In lacs)

Particulars For the For the year ended year ended March 31, 2015 March 31, 2014

Revenue from operations 182.81 182.81

Operating Profit/ (Loss) 17.13 33.74

Profit/ (Loss) before Tax (26.01) (11.15)

Provision for Tax (2.98) 0.08

Profit/ (Loss) after Tax (23.03) (11.23)

Balance brought forward from previous year (52.25) (41.02)

Profit/ (Loss) carried to Balance Sheet (75.28) (52.25)

Dividend

The Directors do not propose to recommend any dividend for the year under review in view of accumulated losses.

Operations:

The Total Income of the Company was Rs.184.09 lacs as compared to Rs.183.30 lacs of the previous year. The loss after tax was Rs.23.03 lacs as compared to loss of Rs.11.23 lacs of the previous year. The Company has kept all its projects on hold due to adverse market conditions.

Material changes and commitments after the end of financial year

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

Particulars of loans, guarantees or investment

The Company does not have any loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

Human Resource

The Company continues to place significant importance on its human resources and enjoys cordial and peaceful relations at all levels. The Directors are pleased to place on record their appreciation of the services rendered by the employees at all levels.

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at workplace and matters connected therewith or incidental thereto covering all the aspects.

Particulars of Employee:

There is no information required to be given pursuant to section 197 read with Rule -5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Environment, Health & Safety:

Your Company is committed to ensure a clean and green pollution-free environment as well as a healthy and safe work place. Further the Company is taking environmental friendly initiatives like, energy saving projects and waste reduction initiatives.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo:

The Information on conservation of energy , technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A" which forms the part of the report .

Deposits

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Directors:

As per the provisions of Section 149(4), 161 and other applicable provision under the Companies Act, 2013, the Board has appointed Mr. Navdeep Singh Khera as an Independent Director of the Company with effect from December 11, 2014. The above appointment was based on recommendation of Nomination and Remuneration Committee and subject to approval of the Shareholders of the Company at the forthcoming Annual General Meeting.

During the year, Mr. H. V. Deodhar resigned as Director due to personal reasons.

As per the provisions of the Companies Act, 2013 and Articles of Association, Ms. Ritika Arora is liable to retire by rotation at the Twenty First Annual General Meeting.

Ms. Ritika Arora has confirmed her eligibility and willingness to accept the office of Directorship of your Company, if appointed. In the opinion of your Directors, Ms. Ritika Arora has the requisite qualifications and experience which would be useful for your Company and would enable her to contribute effectively to your Company's good operational performance and overall good corporate governance in her capacity as Director of your Company.

It is, therefore, considered prudent that your Company should continue to avail of the services of Ms. Ritika Arora as Director and the Board recommends that the proposed resolution relating to re-appointment of Ms. Ritika Arora as Director of your Company be approved.

The term of Mr. Rupinder Singh Arora as Managing Director will come to an end on 31st July, 2015. The Board in its meeting held on 30th July, 2015 has appointed him as Managing Director for a further period of five years. Approval of the shareholders pursuant to the provisions of Section 196 and 197 of the Companies Act, 2013 read with Schedule V thereto is being obtained to the reappointment of Mr. Rupinder Singh Arora as Managing Director of the Company.

None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions vis-à-vis the Company, other than salaries, commission, sitting fees.

Declaration given by independent directors

All Independent Directors have given declarations that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Familiarization programme for Independent Directors

The Company's familiarization programme for Independent Directors provides orientation and training at the time of joining to enable them to understand the operations, business and other details of the Company. The Independent Directors are regularly briefed on the developments that are taking place in the Company and its operations.

Number of meetings of the Board.

The Board meets at regular intervals to review the Company's businesses and discuss strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and to ensure effective participation.

During the year, five board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and Listing Agreement

Committees of the Board

During the year, in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has constituted or reconstituted its Committees.

Currently, the Board has the following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Details of the Committees along with their constitution and other details are provided in the "Report on Corporate Governance".

Directors Responsibility Statement:

Your Directors confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2015 and of the loss of the Company for that year;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

v) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Director's appointment and remuneration

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director.

The following attributes / criteria for selection have been laid by the Board on the recommendation of the Committee.

a) Cultural fit and personal values

b) Vision and Strategic Management

c) Independence and impeccable reputation for integrity, deep expertise and insights and complementary skills

d) Change management and influencing change

The Policy for appointment of Director, Key Managerial Personnel (KMP) and Senior Management is annexed as "Annexure E"

Annual evaluation of performance by the Board

As per criteria for performance evaluation, laid down by the Nomination and Remuneration Committee, the Board has assessed its own performance, the performance of each of the Directors and the performance of its committees.

The Independent Directors have assessed the performance of each of the non independent Director as provided in the Act and the Listing Agreement.

Remuneration Policy:

The Board has, on recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is set out in the annexure to this report.

Related Party Transaction:

All the related party transactions that were entered into during the financial year were on the arm's length and were in ordinary course of business. All Related Party Transaction are placed before the Audit Committee as also the Board for the approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis which is for known and of repetitive nature. The transaction entered into pursuant to the omnibus approval so granted are audited and statement giving details of all the related party transactions is placed before the Audit Committee and Board of Directors for their approval on quarterly basis.

As per clause (h) of Sub-Section (3) of Section 134 of Companies Act, 2013 and Rule 8(2) of Companies (Accounts) Rule 2014, the details forming transaction of all the related party transaction in form AOC – 2 is annexed as "Annexure…B."

The policy on Related Party Transactions, as approved by the Board, is uploaded on the website of the Company.

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.

Vigil Mechanism/ Whistle Blower Policy:

Your Company has adopted and disseminated its Whistle-Blower Policy to provide a secure environment and encourage employees to report unethical, unlawful or improper practices, acts or activities and to prohibit any adverse personnel action against those who report such practices in good faith.

The Whistle-Blower Policy is disclosed on the website of the Company under the heading Whistle Blower Policy to deal with the instance of fraud and mismanagement, if any.

Statutory Auditors:

M/s. Vinay Gudi & Associates, Chartered Accountants, (Registration No.129032W) Auditors of the Company have expressed their unwillingness to continue as auditors which will be effective from the close of the ensuing Annual General Meeting. M/s. Sunil Mistry & Company, Chartered Accountants (Registration No.123435W) have conveyed that, if appointed, they would be eligible to act as Auditor of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed there under, for appointment as Statutory Auditors of the Company.

Your Directors on recommendation of the Audit Committee, seek approval of the Shareholders, for appointment of, M/s. M/s. Sunil Mistry & Company, (Registration No.123435W) Chartered Accountants, as

the Statutory Auditors of the Company, from the conclusion of the forthcoming Annual General Meeting till the conclusion of the twenty-seventh Annual General Meeting of the Company, on such remuneration as shall be fixed by the Board of Directors, as set out in the resolution included in Notice convening the Annual General Meeting of the Company.

Secretarial Audit-

In accordance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s.V.N Deodhar & Co., Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is set out in the annexure to this report. Pursuant to provision of Section 204, of the Companies Act 2013 and Companies (Appointment and remuneration of managerial personnel) Rules 2014, the Company has appointed M/s V .N. Deodhar & Co. Company Secretaries to undertake Secretarial Audit of the Company. The report of Secretarial Auditor is annexed herewith as "Annexure C"

Comments on auditors' report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Vinay Gudi & Associates, Statutory Auditors, in their Auditor's Report and by Mr. V.N Deodhar & Co., Company Secretaries, in their Secretarial Audit Report.

The Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Extract of Annual Return

The details forming part of extract of Annual Return in form MGT – 9 is annexed herewith as "Annexure D"

Management Discussion & Analysis Report and Report on Corporate Governance

a) As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report and Management Discussion and Analysis Report are annexed and form part of the Directors' report. (Annexure F & G respectively)

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuous support and co-operation received from customers, dealers, suppliers, financial institutions and others in successfully conducting the company's business operations. Your Directors also wish to place on record their deep sense of appreciation for the commitment and dedicated service of the company's employees. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

On behalf of the Board of Directors,

R.S. ARORA

Chairman & Managing Director

Place: Mumbai

Date:30th July, 2015

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Mar 31, 2014

Dear Members,

The Directors present before you the Twentieth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2014.

2013-2014 2012-2013 (Rupees) (Rupees)

Profit before Depreciation 23,70,981 38,19,026

Less: Depreciation 34,86,021 35,72,809

Profit/(Loss) after Depreciation (11,15,040) 2,46,217

Less: Provision for Taxation

Provision for Deferred Tax 8,099 9,15,323

Income Tax Current Year - 25,000

Profit/(loss) for the Year (11,23,139) (6,94,106)

Loss brought forward from Previous Year (41,01,728) (34,07,622)

Loss carried to Balance Sheet (52,24,867) (41,01,728)

PERFORMANCE

The total income of the Company was Rs.183.30 lacs as compared to Rs.189.91 lacs of the previous year. The loss after tax was Rs.11.23 lacs as compared to loss of Rs.6.94 lacs of the previous year. The Company has kept all its projects on hold due to adverse market conditions.

DIVIDEND

The Board of Directors regrets its inability to declare dividend in view of loss.

1. DIRECTORS'' RESPONSIBILITY STATEMENT

Directors confirm and state the following in pursuance of provisions of Section 217(2AA) of the Companies Act, 1956-

(i) that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that 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 the end of financial year and of Loss of the Company for that year.

(iii) that 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.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

2. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, a detailed Corporate Governance Report is annexed to the Directors'' Report.

3. DIRECTORS

Ms.Ritika Arora retires by rotation and being eligible for offers herself for reappointment.

4. LISTING ON STOCK EXCHANGES

The Company is listed on the Bombay Stock Exchange Limited only. The annual listing fees have been paid and there is no outstanding payment due to the Exchange, as on date.

5. AUDITORS'' REPORT

The observations of the Auditors are self explanatory.

6. AUDITORS

M/s. Vinay Gudi & Associates, Chartered Accountants retire and are eligible for re-appointment. M/s. Vinay Gudi & Associates, have informed that they are willing to act as Auditors, if appointed.

7. PARTICULARS OF EMPLOYEES

The particulars of employees required to be given under provisions of Section 217 (2A) of the Companies Act,1956- NIL.

8. ACCEPTANCE OF PUBLIC DEPOSITS

The Company has not accepted public deposits during the year under review nor proposes to accept any public deposit in future.

For and on behalf of the Board of Directors

RUPINDER SINGH ARORA Chairman & Managing Director

Mumbai, Dated:12th August, 2014

Registered Office: Arora House, 16, Golf Link, Union Park, Khar (West) Mumbai- 400 052

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Mar 31, 2013

To the Shareholders

The Directors present before you the Nineteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

2012-2013 2011-2012 (Rupees) (Rupees)

Profit before Finance Charges And Depreciation 38,19,026 1,02,54,055

Less: Interest - 14,056

Profit before Depreciation and 38,19,026 1,02,39,999

Less: Depreciation 35,72,809 36,97,716

Profit/(Loss) after Depreciation 2,46,217 05,42,283

Less: Provision for Taxation

Provision for Deferred Tax 9,15,323 (1,55,368)

Income Tax Current Year 25,000 12,50,000

Profit/(loss) for the Year (6,94,106) 54,47,651

Loss brought forward from Previous Year (34,07,622) (88,55,273)

Loss carried to Balance Sheet (41,01,728) (34,07,622)

PERFORMANCE

The total income of the Company was Rs.189.90 lacs as compared to Rs.297.14 lacs of the previous, year. The loss after tax was Rs.6.94 lacs as compared to Profit of Rs.54.48 lacs of the previous year. The Company has kept all its projects on hold due to adverse market conditions.

DIVIDEND

The Board of Directors regrets its inability to declare dividend in view of loss.

1. DIRECTORS'' RESPONSIBILITY STATEMENT

Directors confirm and state the following in pursuance of provisions of Section 217(2AA) of the Compan ies Act, 1956-

(i) that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that 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 the end of financial year and of Loss for the year vhe Company for that year.

(iii) that 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.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

2. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, a detailed Corporate Governance Report is annexed to the Director'' Report.

3. DIRECTORS

Mr.Chandir Gidwani retires by rotation and being eligible for offers herself for reappointment.

The Board of Directors has appointed Shri Hrushikesh Deodhar as an Additional Director, who holds office up to the date of ensuing Annual General Meeting. It is proposed to obtain approval of Shareholders at the ensuing Annual General Meeting for the appointment of Shri Hrushikesh Deodhar as a Director liable to retire by rotation.

4. LISTING O N STOCK EXCHANGES

The Company is listed on the Bombay Stock Exchange Limited only. The annual listing fees have been paid and there is no outstanding payment due to the Exchange, as on date.

5. AUDITORS'' REPORT

The observations of the Auditors are self explanatory.

6. AUDITORS

M/s. Viinay Gudi & Associates, Chartered Accountants retire and are eligible for re-appointment. M/s. Vinay Gudi & Associates, have informed that they are willing to act as Auditors, if appointed.

7. PARTICULARS OF EMPLOYEES

The particulars of employees required to be given under provisions of Section 217 (2A) of the Companies Act,1 956-NIL.

8. ACCEPTANCE OF PUBLIC DEPOSITS

Tho Company has not accepted public deposits during the year under review nor proposes to accept an''/ public deposit in future.

For and on behalf of the Board of Directors

RUPINDER SINGH ARORA

Chairman & Managing Director

Murnbai. Dated:14th August, 2013

Registered Office:

Arora House,

16, G.olf Link,

Union Park, Khar (West)

Mumibai- 400 052

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Mar 31, 2012

The Directors present before you the Eighteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2012.

2011-2012 2010-2011 (Rupees) (Rupees)

Profit before Finance Charges And Depreciation 1,02,54,055 89,01,794

Less: Interest 14,056 88,100

Profit before Depreciation and Taxation 1,02,39,999 8813,694

Less: Depreciation 36,97,716 43,90,099

Profit/(Loss) after Depreciation 65,42,283 44,23,595

Less: Provision for Taxation

Provision for Deferred Tax (1,55,368) (7,10,573)

Income Tax Current Year 12,50,000 8,40,000

Income Tax Earlier Year - 10,612

Profit/(loss) for the Year 54,47,651 42,83,556

Loss brought forward from Previous Year (88,55,273) (131,38,830)

Loss carried to Balance Sheet (34,07,622) (88,55,273)

PERFORMANCE

The total income of the Company was Rs. 297.14 lacs as compared to Rs. 184.93 lacs of the previous year. The profit after tax was Rs. 54.48 lacs as compared to Rs. 42.84 lacs of the previous year. The Company has kept all its projects on hold due to adverse market conditions.

DIVIDEND

The Board of Directors regrets its inability to declare dividend in view of brought forward loss from previous years.

1. DIRECTORS' RESPONSIBILITY STATEMENT

Directors confirm and state the following in pursuance of provisions of Section 217(2AA) of the Companies Act, 1956-

(i) that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that 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 the end of financial year and of Profit for the year the Company for that year.

(iii) That 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.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

2. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, a detailed Corporate Governance Report is annexed to the Director' Report.

3. DIRECTORS

Ms. Ritika Arora retires by rotation and being eligible offers herself for reappointment. 4. LISTING ON STOCK EXCHANGES

The Company is listed on the BSE Ltd. only. The annual listing fees have been paid and there is no outstanding payment due to the Exchange, as oh date.

5. AUDITORS' REPORT

The observations of the Auditors are self explanatory.

6. AUDITORS

M/s. Vinay Gudi & Associates, Chartered Accountants retire and are eligible for re-appointment. M/s. Vinay Gudi & Associates, have informed that they are willing to act as Auditors, if appointed.

7. PARTICULARS OF EMPLOYEES

The particulars of employees required to be given under provisions of Section 217 (2A) of the Companies Act, 1956 -NIL

8. ACCEPTANCE OF PUBLIC DEPOSITS

The Company had not accepted public deposits during the year under review nor proposes to accept any public deposit in future.



For and on behalf of the Board of Directors

RUPINDER SINGH ARORA Chairman & Managing Director

Mumbai, Dated: 31st May, 2012

Registered Office: Arora House, 16, Golf Link, Union Park, Khar (West) Mumbai- 400 052

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Mar 31, 2010

The Directors present before you the Sixteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

2009-2010 2008-2009

(Rupees) (Rupees)

Profit before Finance Charges And Depreciation 66,72,990 1,22,59,346

Less: Interest . 1,62,148 2,26,048

Profit before Depreciation and Taxation 65,10,842 1,20,33,298

Less: Depreciation 37,00,203 3,734,752

Profit/(Loss) after Depreciation 28,10,639 82,98,546

Less: Provision for Taxation

Provision for Deferred Tax 1,04,29,615 (39,19,864)

Income Tax for Current Year 7,50,000 19,00,000

Fringe Benefit Tax — 1,57,894

Income Tax Earlier Year 3,98,561 —

Profit/(Loss) for the Year (87,67,538) 1,01,60,517

Loss brought forward from Previous Year (43,71,291) (1,45,31,808)

Loss carried to Balance Sheet (1,31,38,830) (43,71,291)



PERFORMANCE

Due to difficult market conditions the Companys income from operations has reduced. The profit before tax is Rs. 28.10 lacs as compared to 82.98 lacs. The Company has kept all its projects on hold due to adverse market conditions. .

DIVIDEND

The Board of Directors regret their inability to declare dividend in view of brought forward loss from previous years.

1. DIRECTORS RESPONSIBILITY STATEMENT

Directors confirm and state the following in pursuance of provisions of Section 217(2AA) of the Companies Act, 1956.

(i) that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that 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 the end of financial year and of the Loss of the Company for that year.

(iii) that 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.

(iv) that the Directors have prepared the annual accounts on a going concern basis.

2. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchange, a detailed Corporate Governance Report is annexed to the Director Report.

3. DIRECTORS

Mr. Chandir Gidwani retires by rotation and being eligible offers himself for re-appointment.

The term of Mr. Rupinder Singh Arora as the Managing Director, will come to an end on 31st July, 2010. It is proposed to re-appoint him as Managing Director for a further period of five years. The necessary resolution of his re-appointment and for the remuneration payable to him will be moved at the ensuing Annual General Meeting.

4. LISTING ON STOCK EXCHANGES

The Company is listed on The Bombay Stock Exchange Limited only. The annual listing fees have been paid and there is no outstanding payment due to the Exchange, as on date.

5. AUDITORS REPORT

The observations of the Auditors are self explanatory.

6. AUDITORS

The Companys Auditors M/s. A.M.Joshi & Co., Chartered Accountants, retire and are eligible for re-appointment.

7. PARTICULARS OF EMPLOYEES

The particulars of employees required to be given under provisions of Section 217 (2A) of the Companies Act, 1956 — NIL.

8. ACCEPTANCE OF PUBLIC DEPOSITS

The Company has not accepted public deposits during the year under review nor propose to accept any public deposit in future.

For and on behalf of the Board of Directors

RUPINDER SINGH ARORA

Chairman & Managing Director Mumbai, Dated: 20th May, 2010.

Registered Office:

Arora House, 16, Golf Link,

Union Park, Khar (West),

Mumbai-400 052.