Rap Corp Ltd

Dear Members,

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 Highlightss

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

(Rs. In lakhs)

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 A airs & 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 O ce

During FY 2023-24, w.e.f. 11th September 2023, the registered officeof 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 ve 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 officeof 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 con rmed 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 con rmed 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 in uence. 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:

@ 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 2023-24, (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 a airs 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;

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.

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 officetill 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.

There are no quali cations, 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 quali cation, 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 a rm 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-II" 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:

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 sta 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' Disquali cation:

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.