R R Financial Consultants Ltd.
|BSE: 511626||Sector: Financials|
|NSE: N.A.||ISIN Code: INE229D01011|
|BSE 00:00 | 28 Jun||R R Financial Consultants Ltd|
|NSE 05:30 | 01 Jan||R R Financial Consultants Ltd|
|BSE: 511626||Sector: Financials|
|NSE: N.A.||ISIN Code: INE229D01011|
|BSE 00:00 | 28 Jun||R R Financial Consultants Ltd|
|NSE 05:30 | 01 Jan||R R Financial Consultants Ltd|
To The Members
The Board of Directors have the pleasure of presenting the 31st Annual Report of thecompany together with the Audited Statement of Accounts Auditors' Report and the Reporton the business and operations of the company for the financial year ended 31st March2019
1. FINANCIAL RESULTS
The results of your Company's consolidated financial prudence and business excellencefor the period ended on 31st March 2019 are as follows:
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
1. BUSINESS PERFORMANCE
The Gross Income of the company during the period under review is ` 5921011.38 ascompared to ` 7451911 in the previous period. The Company registered a Profit after Taxand Depreciation amounting `45240 as against Profit of ` 182056 in the previous year.The performance of the Company during the period under review has been satisfactory.
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 2019
3. CLOSURE OF SHARE TRANSFER BOOKS
The Register of Members and the Share Transfer Books of the company will be closed fromTuesday 24th September 2019 to Monday 30th September 2019 (both days inclusive) for thepurpose of the 32nd Annual General Meeting of the Shareholders of the companyto be held on 30th September 2019.
4. TRANSFER TO RESERVES
The Company proposes to retain the entire amount in the profit and loss account.
5. CONSOLIDATED FINANCIAL STATEMENTS
The Financial Statement of the Company for the Financial year 2018-19 are prepared incompliance with the accounting principles generally accepted in India including theIndian Accounting Standards(Ind AS) prescribed under Section 133 of the Act read with thecompanies (Indian Accounting Standards) Rule 2015 as amended and other accountingprincipal accepted in India and as prescribed by Securities and Exchange Board of India(SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as the SEBI Regulation). The Financial Statement has beenprepared on the basis of the audited financial statement of the Company as approved bytheir 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
6. MATERIAL CHANGES AND COMMITMENT
There is no material changes affecting the financial position of the Company occurredduring the Financial Year ended as on 31st March 2019 to which this financial statementrelates on the date of this report.
7. CHANGE OF REGISTERED OFFICE
During the year there is no change in registered office of the company.
8. SHARE CAPITAL
The issued subscribed and paid up Equity Share Capital as on 31st March 2019 was110607000. 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.
9. SUBSIDIARY COMPANIES
The Company has Six subsidiaries as on March 31 2019. There are no associate companiesor joint venture companies within the meaning of Section 2(6) of the Act. There has beenno material change in the nature of the business of the subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company.
Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of subsidiaries are available on the website of theCompany.
RR Equity Brokers Private Limited has 5 subsidiaries i.e. RR Commodity Brokers PrivateLimited R.R. Information and Investment Research Private Limited RR Investor Retailservices Private Limited RR IT Solutions Private Limited and RR Investor DistributionCompany 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).
10. 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.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Board of Directors
During the year the following changes took place in the composition of the Board ofDirectors of the company:
Ms. Ritu Prasad (DIN: 02341947) a Director liable to retire by rotation who does notoffer herself for re-appointment be not reappointed as a Director of the Company in thelast AGM and the vacancy so caused on the Board of the Company be not filled up and itis accepted with immediate effect. The Board sincerely appreciated her association withthe Company and the support which she had rendered during his tenure.
b) Director coming up for retire by rotation
In accordance with the provisions of the Act and the Articles of Association of theCompany Ms. Priyanka Singh retires by rotation and she has not shown her willingness tocontinue her position and being eligible for retirement.
c) Independent Directors
The Independent Director hold office for a fixed term of five years and are 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) 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.
During the year there were no changes in the composition of the Key ManagerialPersonnel of the company.
12. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBIListing Regulations').
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. In aseparate meeting of independent directors performance of non-independent directors andthe board as a whole was evaluated taking into account the views of executive directorsand non-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated
13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report.
14. BOARD MEETINGS
Twelve meetings of the board were held during the year. For details of meetings of theboard please refer to the Corporate Governance Report which is a part of this report.
15. 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.
16. 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.
17. 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.
18. PLEDGE OF SHARES
None of the equity shares of the directors of the Company are pledged with any banks orfinancial institutions.
19. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board regarding thefulfillment 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.
20. 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.
21. 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 2018-19 has been paid.
22. GREEN INITIATIVES IN CORPORATE GOVERNANCE
In line with the Green Initiative' the Company has effected electronic deliveryof Notice of AGM and Annual Report to those shareholders whose email ids were registeredwith the respective depository participants and downloaded from the depositories viz.National Securities Depository Limited/Central Depository Services (India) Limited. TheCompanies Act 2013 and the underlying rules as well as Clause 32 of the listing agreementpermit the dissemination of financial statements in electronic mode to the shareholders.Your directors are thankful to the shareholders for actively participating in the greeninitiative and seek your continued support for implementation of the green initiative.
23. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm: a) that in the preparation of the annualaccounts the applicable accounting standards have been followed and there are no materialdepartures; b) that they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period c) that proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) that theannual financial statements have been prepared on a going concern basis; e) that properinternal financial controls were in place and that the financial controls were adequateand were operating effectively. f) that systems to ensure compliance with the provisionsof all applicable laws were in place and were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory a uditors and the reviewsperformed by management and the relevant board committees including the audit committeethe board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2018.
24. HUMAN RESOURCES
The well disciplined workforce which has served the company for three decades lies atthe very 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.
25. 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.
26. 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 Company's 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 thatenhance its competitive advantage c) By managing risks and pursuing opportunities forprofitable 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.
27. 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 systemits compliance with operating systems and policies of the Company and accountingprocedures at all locations of the Company. Based on the report of Internal Auditorprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee 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 a ccounting hygiene a nd a ccuracy of provisions and other estimates.
28. 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.
29. 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.
30. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as (Annexure 2).
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS W ITH RELATED PARTIES
REFERRED TO IN SECTION 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 party transactions wherever applicable are placed before the AuditCommittee. The quarterly disclosures of transactions with related parties are made to theAudit 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)
32. 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 of thisreport.
33. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT 2013 AND RULE 5 OF THE
COMPANIES (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).
34. FIXED DEPOSITS
The Company has not accepted any public deposits during FY 2018-19 within the meaningof Section 73 of the Companies Act 2013 and the rules made there under.
35. AUDITORS a) STATUTORY AUDITORS
M/s G.C. Agarwal & Associates Chartered Accountants Delhi (ICAI RegistrationNo.FRN 017851N) was appointed to fill the casual vacancy caused by the resignation of M/s.Manoj Garg
& Associates Chartered Accountants (Firm Registration No. 009684N) with approvalof shareholders in extra ordinary general meeting held on 19th May 2018 till theconclusion of ensuing AGM.
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 2018-2019. The Report of SecretarialAuditor (Form MR-3) for the FY 2018-2019 is annexed to the report as (Annexure-6).
36. AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
The statutory auditor's report and the secretarial audit report do not contain anyqualifications reservations or adverse remarks or disclaimer. Secretarial audit reportis attached to this report.
37. INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS
There have been no instances of any fraud reported by the Statutory Auditors underSection 143(12) of the Act.
38. 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.
39. PREVENTION OF SEXUAL HARASSMENT PREVENTION OF SEXUAL HARASSMENT
Your Company has framed Anti Sexual Harassment Policy' at workplace and hasconstituted an Internal Complaints Committee (ICC) as per the requirement of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules framed thereunder. No complaints with allegations of any sexual harassment werereported during the year under review.
40. 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 a company'sstructure its Board of Directors its policies and guidelines its culture and thebehavior 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 G.C. Agarwal & Associates Chartered Accountants regardingcompliance with the conditions of Corporate Governance as stipulated under schedule V ofSecurities and Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations 2015 is attached to the Corporate Governance Report.
41. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the Management Discussion and Analysis are attached which formspart of this report. The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively
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 strategy dependenceon certain businesses dependence on availability of qualified and trained manpower andother factors discussed. The discussion and analysis should be read in conjunction withthe Company's financial statements and notes on accounts.
The Directors thank the Company's employees customers vendors investors andacademic partners for their continuous support. The Directors a lso thank the Governmentof India governments of various states in India and concerned government departments andagencies for their co-operation.
Directors appreciate and value the contribution made by every member of the RR family.