R R Securities Ltd.
|BSE: 530917||Sector: Financials|
|NSE: N.A.||ISIN Code: INE474H01014|
|BSE 15:04 | 31 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 530917||Sector: Financials|
|NSE: N.A.||ISIN Code: INE474H01014|
|BSE 15:04 | 31 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
R.R. SECURITIES LIMITED.
Your Directors have pleasure in presenting herewith the 22nd Audited AnnualReport together with the Audited Statement of Accounts of the Company for the year endedon 31st March 2015.
FINANCIAL HIGHLIGHTS :
During the financial year 2014-15 the financial operational result of the Company isas follows:
(Amount in Rs.)
SHARE CAPITAL STRUCTURE :
There was no change in Number of shares and value of shares in the Authorized IssuedSubscribed and Paid up Share Capital Structure of the Company.
During the year under review the directors have not recommended any Dividend to be paidin order to strengthen the long term resources of the Company.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND :
The Company does not have any amount of Unpaid/Unclaimed Dividend which is required tobe transferred to the Investors Education & Protection fund as required under Section205(C) of the Companies Act 1956. There are no other statutory amount like outstandingunpaid Refund Amount on Share Applications unpaid interests or principal of Deposits andDebentures etc lying with the company which are required to be transferred to InvestorsEducation and Protection Fund.
YEAR UNDER REVIEW :
During the year under review your company had earned a total income of Rs. 3179208 /-(Previous Year Rs. 13164795/-). After meeting with the day to day and total expenses ofRs. 1394388/- (Previous year of Rs. 8426030/-) Provisions of Depreciation of Rs.98861/- (Previous year Rs. 110617 /-) Provision of Income Tax Rs. 560000/- (Previousyear Rs. 1300000 /-) Deferred Tax Liability Rs.( 42348) /- (Previous Year of Rs(18667 /-) Fringe Benefit Tax of Rs. NIL(Previous year Rs. NIL /-) the company hasearned a net Profit for the year of Rs. 1384747/- (Previous year Net Profit of Rs.3457432 /-).
BUY BACK OF SHARE CAPITAL :
The Company had not made any Buy Back of its paid up equity shares during the year interms of section 77A 77AA and 77B of the Companies Act 1956. Hence no specific disclosureis required to be made in this report
DETAILS OF LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013 :
During the year under review the Company has not made any inter corporate loansinvestments given any corporate guarantee to any other body corporate subsidiaryassociate or any other company.
During the year under review your company has neither invited nor accepted any publicdeposit or deposits from the public as defined under section 73(1) of Companies Act 2013(section 58A of Companies Act 1956).
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE :
The Complete Report on Corporate Governance is given separately after this report.DEMATERIALISATION OF SECURITIES :
Your Company's Equity shares are admitted in the System of Dematerialization by boththe Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement throughRegistrar and Share Transfer Agent LINK INTIME INDIA (P) LIMITED. The Investors areadvised to take advantage of timely dematerialization of their securities. The ISINallotted to your Company is INE 474 H 01014.Total Share dematerialized up to 31st March2015 were 1 30700 which constitute 4.33% of total capital. Your Directors request allthe shareholders to dematerialize their shareholding in the company as early as possible.
COMPLIANCE WITH THE LISTING AGREEMENT :
The company is regular in making timely compliance of all the applicable clauses of theListing Agreement from time to time whether it is event based compliance or time boundcompliance of monthly quarterly half yearly or yearly compliances. Your Company hasalready paid Annual Listing fees of the Bombay stock exchange Limited and Ahmedabad StockExchange for and up to the financial year 2015-16. The highest lowest average pricesrecorded on the Bombay Stock Exchange on every month of the financial year 2014-15including the volume in shares traded is separately given in other information para ofCorporate Governance report attached here to. During the year your company has neitherissued any shares or stock options or ESOPs or other employee benefits.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
Management's discussion and perceptions on existing business future outlook of theindustry future expansion and diversification plans of the Company and future course ofaction for the development of the Company are fully explained in a separate Para inCorporate Governance Report.
Smt. Rita R. Shah Managing Director of the Company retires by rotation as perprovisions of the Act at this Annual General Meeting. However being eligible offershimself for reappointment. Your Directors recommend appointing him by passing resolutions.
The Company has received declarations from Mr. Ajitsinh K. Chavda and Mr. Manish G.Patel the Independent Directors of the Company confirming that they meet with thecriteria of independence as prescribed both under sub-section (6) of Section 149 of theCompanies Act 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.Members are requested to refer to the Notice of the Annual General Meeting and theExplanatory Statement for details of the qualifications and experience of the Directorsand the period of their appointment. The Board recommends the passing of the Resolutionsat Item No. 4 (2) (3) of the Annual General Meeting Notice.
MANAGING DIRECTOR :
Mrs. Rita R. Shah is the Managing Director of the Company. Because of the Company's badfinancial position she is not taking any managerial Remuneration.
Formation of Audit Committee in Compliance to Section 177 of the Companies Act 2013and Clause 49 of the Listing Agreement on Corporate Governance
In Compliance with the provisions of Section 177 of the Companies Act 2013 your companyhas formed an Audit Committee within the Organization consisting of 3 independentdirectors. An Internal Auditors have been appointed as Advisors in their professionalcapacity on this committee. The area of operations and functional responsibilitiesassigned to the committee are as per the guidelines provided in Clause 49 of the ListingAgreement for implementation of code of corporate governance. The Committee meets at leastonce in a quarter and gives its report of each meeting to the Board for its approvalrecord and information purposes. The detail of powers responsibilities and system offunctioning of this committee is given in report on Corporate Governance forming part ofthis report.
STATUTORY INFORMATION :
The Information required to be disclosed in the report of the Board of Directors as perthe provisions of Section 134 of the Companies Act-2013 and the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 regarding the conservation ofenergy; technology absorption foreign exchange earnings and outgo are not applicable tothe company. As Company is not manufacturing any product or providing any services.
MATERIAL CHANGES :
Except the information given in this report there are no material changes have takenplace after completion of the financial year up to the date of this report which may havesubstantial effect on business and finances of the company.
There are no employees of the company who were in receipt of the remuneration ofRs.6000000/- in the aggregate if employed for the year and in receipt of the monthlyremuneration of Rs. 500000/- in the aggregate if employed for a part of the year underreview. Hence the information required under Section 197 (12) of the Companies Act 2013read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and as amended being not applicable is not given in this report.
PARTICULARS OF THE EMPLOYEES :
Particulars of the employees as required under provisions of section 197 of theCompanies Act 2013 read with Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended from time to time are not attached withthis report since there was no employee who was in receipt of remuneration in excess oflimits prescribed under the provisions of Section 197(12) of the Companies Act 2013 readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULE 2014 :
i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:
ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secreaty or Manager if any in the financial year:
The remuneration is increased during the year for the Managing Director is Rs. 1000/-constituting 1.2%. No remuneration is increased for CFO CEO CS or Manager.
iii) The percentage increase in the median remuneration of employees in the financialyear
During the year there was no increase in remuneration of any employees during thefinancial year.
iv) The number of permanent employees on the rolls of company; 1 (One)
v) The explanation on the relationship between average increase in remuneration andcompany performance; Increase of remuneration of 1.2% is only due to Inflationaryexpenses. So there is no any direct relationship between the average increase inremuneration and company's performance.
vi) Comparison of the remuneration of the Key managerial personnel against theperformance of the company ;
The KMP i.e. Managing Director is not paid any managerial Remuneration. Hence hisremuneration is not comparable inter company intra company or inter industry as a whole.
vii) Variations in the market capitalization of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year;
As the Company EPS is very minimal the PE Ratio is Minimum.
viii) Average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration ;
NOT APPLICABLE as there was no increase in Remuneration of any employees of the companyor the Managerial Personnel of the Company.
ix) Comparison of the each remuneration of the key managerial personnel against theperformance of the company: Not Comparable.
x) The key parameters for any variable component of remuneration availed by thedirectors; NOT APPLICABLE.
xi) The ratio of the remuneration of the highest paid director to the of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year; and No employee is receiving remuneration in excess or higher than theremuneration of Director or Key Managerial Personnel.
xii) Affirmation that the remuneration is as per the remuneration policy of thecompany.
All remuneration of the Employees and directors are decided by Nomination &Remuneration Committee and by the Board of Directors within the organization.
DIRECTORS' RESPONSIBLITY STATEMENT :
Pursuant to the provisions of Section 134(5) of Companies Act 2013 (Section 217(2AA)of the
Companies Act 1956) your Directors declare that:
i) In preparation of the annual accounts as far as possible and except to the extentif any accounting standards mentioned by the auditors in their report as not compliedwith all other applicable accounting standards had been followed along with properexplanation relating to material departures;
ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are responsible and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year andafter the profit or loss of the company for that period;
iii) The Directors have taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) The Directors had prepared the annual accounts on a going concern basis.
v) The Directors in the case of listed company had laid down internal financialcontrol to be followed by the company and that such internal financial controls areadequate and were operating effectively.
vi) The Director had devised proper system to ensure compliances with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of section 149(6)
of the Companies Act 2013).
All the Independent Directors of the Company do hereby declare that:
(1) All the Independent Directors of the Company are neither Managing Director nor aWhole Time Director nor a Manager or a Nominee Director.
(2) All the Independent Directors in the opinion of the Board are persons of integrityand possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or subsidiary orassociate company.
(4) Who are or were not related to promoters or directors in the company its holdingsubsidiary or associate company.
(5) Who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year.
(6) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year
(7) Who neither himself nor any of his relatives
(a) Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of threefinancial years immediately preceding the financial year in which he is proposed to beappointed.
(b) Is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial years in which he is proposed to beappointed of
(i) A firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; OR
(ii) Any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;
(iii) Holds together with his relatives two per cent or more of the total voting powerof the company; OR
(iv) Is a Chief Executive or director by whatever name called or any non-profitorganization that receives twenty five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; OR
(v) Who possesses such other qualifications as may be prescribed.
DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 :
In compliance with Section 178 (1) as also in compliance with Clause 49 of the ListingAgreement the Board of Directors does hereby declare that:
a. The Company has proper constitution of the Board of Directors including independentdirectors in proportion as per requirement of clause 49 of the Listing Agreement. Howeverthe Company is still in process for appointing a suitable person as woman director asrequired under Section 149 of the Companies Act 2013 as well as the CEO and CompanySecretary in Job.
b. The Company has constituted Nomination and Remuneration Committee StakeholdersRelationship Committee Audit Committee as per requirements of the Clause 49 of theListing Agreement and provisions of the Companies Act 2013.
c. The Company has the policy for selection and appointment of independent directorswho are persons of reputation in the society have adequate educational qualificationsufficient business experience and have integrity & loyalty towards their duties.
d. The Company does not pay any managerial remuneration to its Managing Directors andDirectors because of Company's weak financial position.
e. The Independent Directors are not paid any sitting fee for attending Board and othercommittee meetings as decided by the Board from time to time.
f. The Company is not paying any commission on net profits to any directors.
STATUTORY AUDITOR :
M/S. NIRAV A PATEL & ASSOCIATES present Statutory Auditors of the company havegiven their letter of consent and confirmation under provisions of Section 139(1) ofCompanies Act 2013 read with Rule 4 and 6 of The Companies (Audit and Auditors) Rules2014 (Section 224(1B) of the Companies Act 1956) for reappointment as Statutory Auditorsof the Company. Necessary Resolution making their appointment as the Statutory Auditorsand fixing their remuneration is proposed to be passed at the Annual General Meeting.
INTERNAL AUDITORS :
The company is in process of appointing an independent Chartered Accountant to act asan
Internal Auditor as per suggestion of auditors in order to strengthen the internalcontrol system for the Company. However as in the company during the previous financialyear there were no much financial transactions or trading business activities looking tothe size of the company and its business operations and transactions the matter is beingdiscussed with the statutory auditors on making of compliance with this requirements.
SECREATARIAL AUDITOR :
The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditorfor the financial year 2014-15. They have given their report in the prescribed form MR-3which is annexed to this report as an ANNEXURE.
OBSERVATION OF THE SECRETARIAL AUDITOR :
I. The Chief Financial Officer [CFO] is yet to be appointed as per requirement ofSection 196197203(1) read with rule 8 of Companies (Appointment and remuneration ofManagerial Personnel) rules 2014.
II. The Company has not fulfill the criteria as per the section 45-IA of the ReserveBank of India Act 1934. The Company has not even 50% of revenue from Non BankingFinancial Companies (NBFC) activities and 50% NBFC asset. So Company decided to surrender/cancel the certificate of registration as NBFC issued by RBI and applied for the same.
AUDITORS OBSERVATION :
There are no adverse observations made by the Auditors in their report. However notesto the Accounts to itself are clarificatory and self explanatory in the nature.
Your Directors take this opportunity to acknowledge the trust reposed in your companyby its Shareholders Bankers and clients. Your Directors also keenly appreciate thededication & Commitment of all our employees without which the continuing progress ofthe company would not have been possible.
ANNEXURE - I TO THE DIRECTORS REPORT
FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDING ON 31/03/2015
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS :
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :
All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated :-
PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES :
II. SHARE HOLDING PATTERN -
(Equity Share Capital Breakup as percentage of Total Equity) :
i) Category-wise Share Holding :
ii) Shareholding of promoters :
(iii) Change in Promoter's Shareholding (Please Specify if there is No Change) :
(iv) Shareholding pattern of top ten shareholders (other than directors promoters andholders of GDRs and ADRs) :
V) Shareholding of directors and key managerial personnel :
(VI) INDEBTEDNESS :
Indebtedness of the Company including interest outstanding/accrued but not due forpayment.
Indebtedness of the Company including interest outstanding/accrued but not due forpayment.
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :
A. Remuneration to Managing Director Whole-time Directors and/or Manager :
B. Remuneration to other directors: (NOT APPLICABLE) : Directors are not paid anyremuneration :
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:
Mr. Rajendra B. Shah has been appointed as the WTO cum CS without paying anyremuneration.
The Company does not have CEO/CFO. So they are not paying any Remuneration.
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :
Annexure - II to THE DIRECTORS Report
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration of Key Managerial Personnel) Rules 2014]
R.R SECURITIES LIMITED CIN: L65910GJ1993PLC020169
I/we have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by R R SECURITIESLTD.(Hereinafter called the Company).Secretarial Audit was conducted in a manner thatprovided me/us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on my/our verification of the records of R R SECURITIES LTD books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the company its officers agents and authorized representativesduring the conduct of secretarial audit I/We hereby report that in my/our opinion thecompany has during the audit period covering the financial year ended on 31stMarch 2015complied with the statutory provisions listed hereunder and also that thecompany has proper Board-processes and compliances mechanism in place to the extent inthe manner and subject to the reporting made hereinafter:
I/We have examined the books papers minute books forms and returns filed and recordmaintained by R R SECURITIES LTD (CIN: L65910GJ1993PLC020169) for the financial year endedon 31.03.2015 according to the provisions of:
(i) The Companies Act 2013(the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulations) Act1956 ('SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act1999 and the rules and regulation made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings:
(v) The following Regulations and guidelines prescribed under the Securities andExchange Board of India Act 1992('SEBI Act') :-
(a) The Securities and Exchange Board of India(Substantial Acquisition of Shares andTakeover) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of InsiderTraining)Regulations1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(f) The Securities and Exchange Board of India (Registrar to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client.
(g) The Securities and Exchange Board of India(Delisting of Equity Shares)Regulations2009 and
(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations1998;
(vi) As stated in the Annexure - A - all the laws rules regulations are applicablespecifically to the company.
I/We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of Indiathough it is applicable w.e.f 1st day of July 2015 and not mandatory right nowis also complied.
(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchanges.
During the period under review the Company has complied with the provision of the ActRules Regulations
Guidelines Standards etc. mentioned above.
I/We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non Executives Directors Independent Directors and Woman DirectorExcept
The Chief Financial Officer [CFO] is yet to be appointed as per requirement of Section196197203(1) read with rule 8 of Companies (Appointment and remuneration of ManagerialPersonnel) rules 2014.
The changes in the composition of the Board of Directors that took place during theperiod under review were carried out in compliance with the provision of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarification on the agenda items before themeeting and for meaningful participation at the meeting. Majority decision is carriedthrough while the dissenting members' views are captured and recorded as part of theminutes.
I/We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure complianceswith applicable laws rules regulations and guidelines.
I/We further report that during the audit period the company has not made any
(I) Public/ Right/Preferential issue of shares/ debentures/sweat equity etc.
(II) Redemption/ buy-back of securities
(III) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013
(IV) Merger/ amalgamation/reconstruction etc.
(V) Foreign technical collaborations
Securities Laws :
1. All Price Sensitive Information was informed to the stock exchanges form time totime
2. All investors complain directly received by the RTA& Company is recorded on thesame date of receipts and all are resolved within reasonable time.
Labour Laws :
1. All the premises and establishments have been registered with the appropriateauthorities.
2. The Company has not employed any child labour/ Bonded labour in any of itsestablishments.
3. Provisions with relate to compliances of PF/ESI/Graduity Act are not applicable toCompany.
RBI Regulations :
The Company has not fulfill the criteria as per the section 45-IA of the Reserve Bankof India Act 1934. The Company has not even 50% of revenue from Non Banking FinancialCompanies (NBFC) activities and 50% NBFC asset. So Company decided to surrender /cancelthe certificate of registration as NBFC issued by RBI and applied for the same.
Environmental Laws :
AS the company is not engaged in the manufacturing activities so the Environmental lawsare not applicable to the company.
Taxation Laws :
The company follows all the provisions of the taxation and Income Tax Act 1961 andfiling the returns at proper time with Income tax department and all other necessarydepartments.
List of other laws rules and regulations specifically applicable to the Company.
The Company has made compliance wherever applicable with the following applicablelaws rules and regulations as in force:
1) Reserve Bank of India Act1934
2) Prevention of Money Laundering Act2002
3) Non Banking Financial Companies(Acceptance and Deposits Directions) 1998