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R R Financial Consultants Ltd.

BSE: 511626 Sector: Financials
NSE: N.A. ISIN Code: INE229D01011
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VOLUME 736
52-Week high 19.70
52-Week low 8.98
P/E 98.24
Mkt Cap.(Rs cr) 18
Buy Price 16.00
Buy Qty 10.00
Sell Price 16.70
Sell Qty 143.00
OPEN 16.80
CLOSE 16.00
VOLUME 736
52-Week high 19.70
52-Week low 8.98
P/E 98.24
Mkt Cap.(Rs cr) 18
Buy Price 16.00
Buy Qty 10.00
Sell Price 16.70
Sell Qty 143.00

R R Financial Consultants Ltd. (RRFINCONS) - Director Report

Company director report

THE MEMBERS

R R FINANCIAL CONSULTANTS LIMITED

Your Directors take pleasure in presenting the Twenty Ninth Annual Report and AuditedStatement of Accounts of the Company for the period ended on 31st March 2016along with the Audited Accounts Auditor’s Report for the year ending 31stMarch 2016.

1. FINANCIAL RESULTS

(i) The results of your Company’s consolidated financial prudence and businessexcellence for the period ended on 31st March 2016 are as follows:

(Amount in Rs.)

PARTICULARS Figures For The 9 Month Ended On 31st March 2016 Figures For The Year Ended On 30th June 2015
Sales for the year 176528851 424703484
Other Income 7787212 15473980
Total Income 184316063 440177464
Operating Costs 186892662 451353066
Profit before other items & Taxation (3475970) (77210651)
Less :Provision for Taxation
1900000 200000
Current Tax
4304231 3533827
Earlier year Tax
(240913) (583939)
Deferred Tax
Profit after Taxation (9439288) (80360539)
Add: Charge pursuant to the adoption of revised Schedule II - -
Add: Charge on account of transitional provisions under AS 15 - -
Less: Minority Interest (3762602) (5963061)
Add: Balance brought forward 232537614 306579245
Profit available for appropriation 226860933 230600091

(ii) The Standalone financial results of the Company for the period under review aresummarized below. The previous figures in the financial statements have been regroupedwherever necessary

(Amount in Rs.)

PARTICULARS Figures For The 9 Month Ended On 31st March 2016 Figures For The Year Ended On 30th June 2015
Sales for the year 9659967 8288783
Other Income 725862 1617828
Total Income 10385828 9906610
Operating Costs 8202648 10593739
Profit before other items & Taxation 2183180 (686828)
Less : Provision for Taxation
Current Tax 700000 -
Earlier year Tax 80114 996774
Deferred Tax
Profit after Taxation 1403066 (18080654)
Add: Charge pursuant to the adoption of revised Schedule II - -
Add: Charge on account of transitional provisions under AS 15 - -
Add: Balance brought forward 211611188 229691842
Profit available for appropriation 213014254 211611188

2. BUSINESS PERFORMANCE

The Gross Income of the company during the period under review is Rs.10385828.36 ascompared to Rs.9906610.45 in the previous period. The Company registered a Profit afterTax and Depreciation amounting Rs.1403066.45 as against loss of Rs.(18080654.03) inthe previous year. The performance of the Company during the period under review has beensatisfactory.

3. DIVIDEND

Your Directors have considered it financially prudent in the long-term interests of theCompany to reinvest the profits into the business of the Company to build a strong reservebase and grow the business of the Company. No dividend has therefore been recommended forthe year ended March 31 2016

4. CONSOLIDATED FINANCIAL STATEMENTS

The Financial Statement of the Company for the Financial year 2015-16 are prepared incompliance with the applicable provisions of the Act Accounting Standards and asprescribed by Securities and Exchange Board of India (SEBI) under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as theSEBI Regulation). The Financial Statement has been prepared on the basis of the auditedfinancial statement of the Company as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Act the Financial Statements of theCompany the Consolidated Financial Statements along with all relevant documents andAuditors report thereon form part of this Annual Report. The Financial Statements asstated above are also available on the website of the Company and can be accessed at theweb link www.rrfcl.com

5. MATERIAL CHANGES AND COMMITMENT

As per Section 2 (41) of Companies Act 2013 the financial year must be ended on 31stMarch every year. In respect of the above we would like to inform you that Company closesits financial year as on 30th June every year and to align with the provisions of Section2 (41) of Companies Act 2013 financial year of the company be changed to the period fromApril 01 2016 to March 31 2017 both days inclusive and that subsequent ‘Financialyear’ of the company be changed to a period of one calendar year beginning subsequentyear from April 01 2017 of one year and concluding on March 31 2018. Apart from this nomaterial changes affecting the financial position of the Company occurred during theFinancial Year ended as on 31st March 2016 to which this financial statement relates onthe date of this report.

6. SHARE CAPITAL

The issued subscribed and paid up Equity Share Capital as on 31st March 2016 wasRs.110607000. During the year under review the Company has neither issued shares withdifferential rights as to dividend voting or otherwise nor issued shares (including sweatequity shares) to the employees or Directors of the Company under any Scheme. Nodisclosure is required under Section 67(3) (c) of the Act in respect of voting rights notexercised directly by the employees of the Company as the provisions of the said Sectionare not applicable

7. SUBSIDIARY COMPANIES

As on 31st March 2016 R R Financial Consultants Limited has six subsidiarycompanies. The names of the subsidiaries along with the Percentage of Holding company inthese Subsidiary Companies is given as below:-

Name of the Companies % of Holding
RR Equity Brokers Private Limited 100%
RR Insurance Brokers Private Limited 100%
RR Investor Capital Services Private Limited 75%
Arix Consultants Private Limited 100%
RR Infra Estates Private Limited 100%
RR Fincap Private Limited 100%

RR Equity Brokers Private Limited has 5 subsidiaries i.e. RR Commodity BrokersPrivate Limited R.R . Information and Investment Research Private Limited RR InvestorRetail services Private Limited RR IT Solutions Private Limited and RR InvestorDistribution Company Private Limited.

RR Investor capital services Private Limited has 1 subsidiary i.e. RR Investorsecurities Trading Private Limited.

RR Infra Estates Private Limited has 3 subsidiaries i.e. RR Land Estates PrivateLimited Lakshminarayan Infra Estates Private Limited & Priya Darshan Real EstatesPrivate Limited.

As per sec 2 (87) of The Companies act 2013 the subsidiaries of subsidiaries of RRFCare deemed to be subsidiaries of RRFC.

As required under the new Clause 49 of the Listing Agreement the Company has adopted apractice of placing the minutes and statements of all the significant transactions of allthe un-listed subsidiary companies in the meeting of Board of Directors of R R FinancialConsultants Limited. The Audit Committee of the Company regularly reviews the financialsof the subsidiary companies. AOC-1 pursuant to section 129(3) of the act; statementcontaining the salient features of the financial statement of subsidiary/associate/jointventure is annexed herewith as (Annexure 1).

8. PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaningof Section 73 of the Companies Act 2013 and the Rules made there under during the periodunder review.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Appointment & Resignation of Director

Pursuant to the request received from Mr. Manish Agrawal to consider the appointmentof their representatives on the Board of Directors and in accordance with Section 161 ofthe Act the aforesaid director hold office upto the date of the forthcoming AnnualGeneral Meeting of the Company but consequently he stepped down from the Board ofDirectors of the Company with effect from August 10 2016. The Board of Directors hasplaced on record its warm appreciation of the rich contribution made by Mr. Manish Agrawalduring their respective tenures as Directors of the Company.

b) Director coming up for retire by rotation

In accordance with the provisions of the Act and the Articles of Association of theCompany Ms. Ritu Prasad retires by rotation and being eligible offers his candidature forre-appointment as a Director.

c) Independent Directors

The Independent Director holds office for a fixed term of five years and is not liableto retire by rotation. In accordance with Section 149(7) of the Act each IndependentDirector has given a written declaration to the company that he/she meets the criteria ofindependence as mentioned under Section 149(6) of the Act and SEBI Regulations.

d) Board Effectiveness

Familiarization Programme for the Independent Director In compliance with therequirements of SEBI Regulations the Company has put in place a familiarization programmefor the Independent Directors to familiarize them with their role rights andresponsibility as Directors the working of the Company nature of the industry in whichthe Company operates business model etc. The details of the familiarization programme areexplained in Corporate Governance Report. The same is also available on the website of theCompany.

e) Board Evaluation

Pursuant to the provisions of the Act and the SEBI Regulations the Board has carriedout the annual performance evaluation of its own performance the Directors individuallyas well as the evaluation of the working of it Audit Nomination & Remuneration andCompliance Committees.

f) Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder.

1. Mr. Rajat Prasad Chairman & Managing Director
2. Mr. Vijay Malik Chief Financial Officer
3. Ms. Farha Naaz Company Secretary & Compliance Officer

None of the Key Managerial Personnel have resigned during the year under review

10. BOARD MEETINGS

During the year Seventeen (17) Board meeting were held the details of which are givenin Corporate Governance Report and maximum gap between the meetings is well within thelimits prescribed under Companies act 2013.

11. COMMITTEE OF BOARD

a) AUDIT COMMITTEE

During the year Four (4) Audit Committee meeting were held the details of which aregiven in Corporate Governance Report and maximum gap between the meetings is well withinthe limits prescribed under Companies act 2013 and clause 49 of the listing agreement.

b) NOMINATION AND REMUNERATION COMMITTEE

During the year no Nomination and Remuneration Committee meeting were held the detailsof which are given in Corporate Governance Report and maximum gap between the meetings iswell within the limits prescribed under Companies act 2013 and clause 49 of the listingagreement.

c) STAKEHOLDER RELATIONSHIP COMMITTEE

During the year no complain was registered by stakeholders so no Committee meeting washeld the detail of committee are given in Corporate Governance Report.

12. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The AuditCommittee and the Board of Directors of the Company reviewed the risks if any involvedin the Company from time to time and took appropriate measures to minimize the same. TheAudit Committee ensures that the Policy for Risk Management is adopted across the Companyin an inclusive manner.

13. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There were no qualifications reservations or adverse remarks made either by theStatutory Auditors or by the Practicing Company Secretary in their respective reports.

14. PLEDGE OF SHARES

None of the equity shares of the directors of the Company are pledged with any banks orfinancial institutions.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board regarding thefulfilment of all the requirements as stipulated in Section 149(6) of the Companies Act2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.

16. VIGIL MECHANISM

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co-employees and the Company.

17. LISTING OF SHARES

Your Company’s shares are listed and are being traded on the Bombay Stock ExchangeLimited. The Listing Fees for the financial year 2015-16 has been paid.

18. GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the ‘Green Initiative’ the Company has effected electronicdelivery of Notice of AGM and Annual Report to those shareholders whose email ids wereregistered with the respective depository participants and downloaded from thedepositories viz. National Securities Depository Limited/Central Depository Services(India) Limited. The Companies Act 2013 and the underlying rules as well as Clause 32 ofthe listing agreement permit the dissemination of financial statements in electronic modeto the shareholders. Your directors are thankful to the shareholders for activelyparticipating in the green initiative and seek your continued support for implementationof the green initiative.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors hereby confirmthat:

a) that in the preparation of the annual financial statements for the year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2016 and of the profit of the Company for the yearended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

20. HUMAN RESOURCES

The well disciplined workforce which has served the company for two decades lies at thevery foundation of the company’s major achievements and shall well continue for theyears to come. The management has always carried out systematic appraisal of performance.The company has always recognized talent and has judiciously followed the principle ofrewarding performance.

21. BUSINESS RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. Therefore in accordance withclause 49 of the listing agreement the Board members were informed about risk assessmentand minimization procedures after which the Board formally adopted steps for framingimplementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues. In today’s challenging and competitive environmentstrategies for mitigating inherent risks in accomplishing the growth plans of the Companyare imperative. The common risks inter alia are: Regulations competition Business riskTechnology obsolescence Investments retention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk. As a matter of policy these risks are assessed and steps as appropriateare taken to mitigate the same.

22. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the marketplace and a good reputationare among the primary determinants of value to the shareholder. The organizational visionis founded on the principles of good governance and by the resolve to be acustomer-centric organization which motivates the Companys Management to be aligned todeliver leading-edge building products backed with dependable after sales services.

Your Company is committed to creating and maximising long term value for shareholderand essentially follows a four pronged approach to achieve this end.

a) By increasing all round operational efficiency

b) By identifying strategies that enhance its competitive advantage

c) By managing risks and pursuing opportunities for profitable growth

d) By cementing relationships with other important stakeholder groups throughmeaningful engagement processes and mutually rewarding associations that enable it tocreate positive impacts on the economic societal and environmental dimensions of theTriple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assuresthe shareholder and investor of receiving transparent and unfettered information on theCompany’s performance.

23. INTERNAL CONTROL SYSTEMS

a. Internal Control System and their adequacy

The Company has in place well defined and adequate internal controls commensurate withthe size of the Company and the same were operating effectively throughout the year. TheCompany has an Internal Audit (IA) function. The scope and authority of the Internal Auditfunction is defined in the Internal Audit Charter. To maintain its objectives andindependence the IA function reports to the Chairman of the Audit Committee of the Board.The Internal Auditor evaluates the efficiency and adequacy of internal control system itscompliance with operating systems and policies of the Company and accounting procedures atall locations of the Company. Based on the report of Internal Auditor process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.

b. Internal Controls over Financial Reporting

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures in place for ensuring proper and efficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information. The Company has adopted accounting policies which arein line with the Accounting Standards and the Act. These are in accordance with generallyaccepted accounting principles in India. Changes in policies if required are made inconsultation with the Auditors and are approved by the Audit Committee. The Company has arobust financial closure certification mechanism for certifying adherence to variousaccounting policies accounting hygiene and accuracy of provisions and other estimates.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES

ACT 2013

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

25. ORDERS PASSED BY THE REGULATORS OR COURTS IF ANY

No significant and material orders were passed by the Regulators Courts or Tribunalsimpacting the going concern status and Company’s operations in future.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as (Annexure 2).

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1)

OF THE COMPANIES ACT 2013.

All related party transactions that were entered during the financial year were in theordinary course of business and were on arms length basis. There were no material relatedparty transactions entered by the Company with Directors KMPs or other persons which mayhave a potential conflict with the interest of the Company. All related partytransactions wherever applicable are placed before the Audit Committee. The quarterlydisclosures of transactions with related parties are made to the Audit Committee.

The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorsis uploaded on the website of the Company In compliance with Section 134(3) of theCompanies Act 2013 particulars of contracts or arrangements with related partiesreferred to in Section 188(1) of the Companies Act 2013 are enclosed in the Form AOC-2as a part of this report (Annexure-3)

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Particular in respect of Conservation of Energy Technology absorption ForeignExchange earnings and outgo under Section 134(3) (m) of the Companies Act 2013 read withrule 8(3) of the Companies (Accounts) Rules 2014 is given as per Annexure-4 ofthis report.

29. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT 2013 AND RULE 5 OF THECOMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.

In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are set out in the annexure to the DirectorsReport and forms part of this report. The ratio of the remuneration of each director tothe median employees remuneration and other details in terms of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are forming part of this report as (Annexure-5 ).

30. FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2015-16 within the meaningof Section 73 of the Companies Act 2013 and the rules made there under.

31. AUDITORS

a) STATUTORY AUDITORS

M/s Sandeep Ramesh Gupta & Co. Chartered Accountants the Auditors of theCompany retire at the ensuing Annual General Meeting and shall be eligible for reappointedas the auditors of the Company from the conclusion of this Annual General Meeting till theconclusion of the next Annual General Meeting of the Company. As required under theprovisions of section 139(1) of the Companies Act 2013 the Company has received awritten consent from Sandeep Ramesh Gupta & Co. Chartered Accountants to theirappointment and a Certificate to the effect that their appointment if made would be inaccordance with the Companies Act 2013 and the Rules framed thereunder and that theysatisfy the criteria provided in section 141 of the Companies Act 2013. The Members arerequested to ratify the appointment of the Statutory Auditors as aforesaid and fix theirremuneration. The Auditors’ Report does not contain any qualification reservation oradverse remark.

b) SECRETARIAL AUDITORS

Pursuant to Section 204 of the Companies Act 2013 the Company had appointed Mr.Sudhir Arya Practicing Company Secretaries New Delhi as its Secretarial Auditor toconduct the Secretarial Audit of the Company for FY 2015-2016. The Report of SecretarialAuditor (Form MR-3) for the FY 2015-2016 is annexed to the report as (Annexure-6).

32. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business andeconomic environment surrounding your company is enclosed as a part of the Annual Report.

33. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set by the Regulators/ applicable laws.Our focus on corporate governance where investor and public confidence in companies is nolonger based strictly on financial performance or products and services but on acompany’s structure its Board of Directors its policies and guidelines its cultureand the behaviour of not only its officers and directors but also all of its employees.

Our approach is proactive starting with our Leadership Team. It is also deeplyingrained in our corporate culture guiding how we work and how we do business. We applyand adhere to the rules-not just those required by government but also those we impose onourselves to meet the highest possible standards.

We continually discuss bylaws and governance practices changing our policies whennecessary and pointing out areas where we need to improve our performance. We also compareour practices to the criteria used by outside organizations to evaluate corporateperformance.

A separate section on Corporate Governance standards followed by the Company asstipulated under regulation 34(3) and 53(f) read with schedule V of Securities andExchange Board of India (Listing obligations and Disclosure Requirements) Regulations2015 is enclosed as an Annexure to this report. The report on Corporate Governance alsocontains certain disclosures required under the Companies Act 2013.

A certificate from SANDEEP RAMESH GUPTA & Co. Chartered Accountantsregarding compliance with the conditions of Corporate Governance as stipulated underschedule V of Securities and Exchange Board of India (Listing obligations and DisclosureRequirements) Regulations 2015 is attached to the Corporate Governance Report.

CAUTIONARY NOTE

Certain statements in the Management Discussion and Analysis section may beforward-looking and are stated as required by applicable laws and regulations. Manyfactors may affect the actual results which would be different from what the Directorsenvisage in terms of the future performance and outlook. Investors are cautioned that thisdiscussion contains forward looking statement that involve risks and uncertaintiesincluding but not limited to risks inherent in the Company’s growth strategydependence on certain businesses dependence on availability of qualified and trainedmanpower and other factors discussed. The discussion and analysis should be read inconjunction with the Company’s financial statements and notes on accounts.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made byemployees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation to the bankers financialinstitutions shareholders dealers and customers for their continued support assistancewithout this appreciable support it is not possible for the company to stands incompetitive market therefore company seeks this support in future too.

For and on behalf of the Board of Directors
Ritu Prasad Rajat Prasad
Date : 3rd September 2016 Director Managing Director
Place : New Delhi Din: 02341947 Din: 00062612