Annual Report-2013
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Rashtra Deepika Ltd. 1 31st Annual Report CONTENTS w2Board of Directors w2Notice w2Board Report w2Independent Auditor's Report on Consolidated Financial Statements w2Consolidated Balance Sheet w2Consolidated Profit & Loss Account w2Consolidated Cash Flow Statement w2 Notes to Consolidated Financial Statements w2Independent Auditor's Report of Rashtra Deepika Ltd. w2Balance Sheet of Rashtra Deepika Ltd. w2Profit & Loss Account of Rashtra Deepika Ltd. w2Cash Flow Statement of Rashtra Deepika Ltd. w2Notes to Financial Statements of Rashtra Deepika Ltd. w2Board Report of Rashtra Deepika News Corporation Pvt. Ltd. w2Independent Auditor's Report of Rashtra Deepika News Corporation Pvt. Ltd. w2Balance Sheet of Rashtra Deepika News Corporation Pvt. Ltd. w2Profit & Loss Account of Rashtra Deepika News Corporation Pvt. Ltd. w2Cash Flow Statement of Rashtra Deepika News Corporation Pvt. Ltd. w2Notes to Financial Statements of Rashtra Deepika News Corporation Pvt. Ltd. w2Procedure of E-Voting & Video Conferencing 2 Rashtra Deepika Ltd. BOARD OF DIRECTORS 1. Dr. Francis Cleetus - Chairman 2. Rev. Fr. Mathew Chandrankunnel - Managing Director 3. Mr. George Jacob Mannamplackal 4. Mr. C.P. Paul 5. Mr. Johny Kuruvilla 6. Mr. Jacob Joseph Kunju 7. Mr. Devis Edakulathur Ittoop - Vice Chairman 8. Mr. V.C. Sebastian 9. Mr. K.O.Ittoop 10. Mr. Benny Mathew 11. Rev. Dr. Reji Varughese 12. Rev. Fr. Michael Joseph 13. Rev. Fr. Sebastian Manickathan 14. Rev. Fr. Sebastian Elanjickal 15. Rev. Fr. Gregory Onamkulam 16. Rev. Fr. Thomas Mathew 17. Rev. Fr. Joseph Ottaplackal AUDITOR Mr. Pratheesh Joseph Job - Chartered Accountant, Changanacherry BANKERS South Indian Bank, Kottayam REGISTERED OFFICE DEEPIKA BUILDINGS P.B. NO. 7 COLLEGE ROAD KOTTAYAM - 686 001 KERALA, INDIA 3 31st Annual Report NOTICE Notice is hereby given that the 31st Annual General Meeting of the Members of Rashtra Deepika Limited will be held on Tuesday, the 29th September 2020 at 11:00 A.M through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following businesses: Ordinary Business 1. To consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended 31st March, 2020, together with the Directors’ and Auditors’ Reports thereon. 2. To appoint a Director in the place of Mr. Devis Edakulathur Ittoop (DIN 01866627) who retires at this Annual General Meeting and being eligible offers himself for re-appointment. 3. To appoint a Director in the place of Mr. Paul Pavunny Chungath (DIN 00519934) who retires at this Annual General Meeting and being eligible offers himself for re-appointment. 4. To appoint a Director in the place of Mr. Francis Cleetus (DIN 01803799) who retires at this Annual General Meeting and being eligible offers himself for re-appointment. 5. To appoint a Director in the place of Mr. Jacob Joseph Kunju (DIN 03142759) who retires at this Annual General Meeting and being eligible offers himself for re-appointment. SPECIAL BUSINESS 6. Ratification of Appointment of Rev. Fr. Mathew Chandrankunnel as Managing Director: To consider and if thought fit, to pass the following as Ordinary Resolution: "RESOLVED THAT in accordance with clause 118 of the Articles of Association of the Company and subject to the provisions of sections 196, 197, 203 and Schedule V of the Companies Act 2013, the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) approval of the members be and is hereby given for the appointment of Fr. Mathew Chandrankunnel (DIN 08362156) as Managing Director of the Company for a period of one year, with effect from 15th February, 2020 at salary and allowances amounting to Rs 20000/- (Rupees twenty thousand) per month." 7. Ratification of Appointment of Rev. Fr. Reji Varughese, as Whole Time Director: To consider and if thought fit, to pass the following as Ordinary Resolution: "RESOLVED THAT in accordance with clause 118 of the Articles of Association of the company and subject to the provisions of sections 196 and 197 and Schedule V of the Companies Act 2013, the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) approval of members be and is hereby given for the appointment of Fr. Reji Varughese (DIN: 07807196) as Whole Time Director (designated as Executive Director) of the Company with effect from the 1st March, 2020 for a period of three years at a salary of Rs 20000/- (Rupees Twenty Thousand) per month." 8. Ratification of Appointment of Rev. Fr. Gregory Onamkulam, as Independent Director: To consider and if thought fit, to pass the following as Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 149, 160, Schedule IV and other applicable provisions of the Companies Act 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) Fr. Gregory Onamkulam (DIN: 08443381) be and is hereby appointed Independent Director of the company for a period of three years with effect from 29th May, 2020." 9. To allot equity shares of the company on Preferential Basis: To consider and if thought fit, to pass the following resolution as a Special Resolution: "RESOLVED THAT pursuant to Section 42, 62 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 and such others rules and regulations made thereunder (including any amendments, statutory modification(s) and/ or re-enactment thereof for the time being in force), and the Memorandum and Articles of Association of the Company, consent of the members of the company be and is hereby accorded for offering, issuing and allotting 2,06,500 (Two Lakh Six Thousand Five Hundred) equity shares of Rs.100/- each for cash at a price as decided by the Board of Directors, on preferential basis to the persons as per list attached." Kottayam By order of the Board 28-08-2020 Sd/- Fr. Mathew Chandrankunnel (Managing Director) (DIN 08362156) 4 Rashtra Deepika Ltd. Notes:- 1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has, vide General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 20/2020 dated May 5, 2020 (collectively "MCA Circulars"), permitted companies to conduct Annual General Meeting (AGM) through video conferencing (VC) or other audio visual means, subject to compliance of various conditions mentioned therein. In compliance with the MCA Circulars and applicable provisions of the Companies Act, 2013, the 31st AGM of the Company is being convened and conducted through VC. 2. The deemed venue for 31st AGM shall be the Registered Office of the Company situated at Deepika Buildings, P B No 7, College Road, Kottayam 686001. 3. The Company has enabled the Members to participate at the 31st AGM through the VC facility by Zoom meetings. The instructions for participation by Members are given in the subsequent paragraphs. Participation at the AGM through VC shall be allowed on a first-come-first-served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and , Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis. 4. As per the provisions under the MCA Circulars, Members attending the 31st AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. 5. As per the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf. Since the 31st AGM is being held through VC as per the MCA Circulars, the facility for appointment of proxies by the Members will not be made available for the 31st AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. 6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL. The process of remote e-voting with necessary user ID and password is given in the subsequent paragraphs. 7. Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e- voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again. 8. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.deepika.com. 9. The Company has appointed Mr. P. V Paulose, Practising Company Secretary, to act as the Scrutinizer, to scrutinize the e-voting processof the 31st AGM in a fair and transparent manner.