To The Members
R.R. SECURITIES LIMITED.
Your Directors have pleasure in presenting herewith the 26TH AUDITED ANNUAL REPORTtogether with the Audited Statement of Accounts of the Company for the year ended on 31stMarch 2019.
During the financial year 2018-19 the financial operational result of the Company isas follows:
|Particulars ||For the year ended on 31st March 2019 ||For the year ended on 31st March 2018 |
|Total Income. ||2652117 ||1326416 |
|Total Expenses. ||680057 ||606787 |
|Exceptional Items (Profit on sale of assets) ||NIL ||NIL |
|Profit Before Tax. ||1972060 ||719629 |
|Depreciation. (Included in Total Expenses) ||NIL ||4924 |
|Current Tax. ||250000 ||NIL |
|Differed Tax (Assets) Liability. ||NIL ||64641 |
|MAT Credit Entitlement ||NIL ||NIL |
|Excess Provision of IT Written Back ||NIL ||NIL |
|Net Profit/(Loss) for the Year ||1722060 ||654988 |
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 as defined undersection 124 (5) which is required to be transferred to the Investors Education &Protection fund established under section 125 of the Companies Act 2013. There is no otherstatutory amount like outstanding unpaid Refund Amount on Share Applications unpaidinterests or principal of Deposits and Debentures etc.
YEAR UNDER REVIEW
During the year under review your company had earned a total income of Rs. 2652117/-from other income (Previous Year Rs. 1326416/- from other income. After meeting with theday to day and total expenses (including depreciation) of Rs. 680057/- (Previous year ofRs. 606787/-) Provisions of Depreciation of Rs. NIL/- (Previous year of Rs.4924/-)Deferred Tax Liability Rs. NIL/- (Previous years Deferred Tax Assets of Rs. 64641/-) thecompany has earned a net Profit for the year of Rs. 1722060/- (Previous Year Net Profit ofRs. 654988/-) During the year the company has earned other income in the form of DividendInterest and Rental income only. Except holding of the Securities on long term basis andsome Real Estate property (LAND) during the year your company has not done any otherbusiness activities during the year. However the Management of the Company is identifyingother opportunities to earn the income from the business of Trading of commodities such asEdible oil oil cakes etc and also from trading / Broking in Real Estate business.
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 68 of the Companies Act 2013. Hence no specific disclosure is required tobe 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 Company's Total paid up equity share capital is less than Rs. 10 crores and itstotal Net worth is less than Rs. 25 crores Hence the Company is being treated as SmallCompany and as such as per SEBI (LODR) 2015 Regulation Number: 15(2) your company isexempt from making compliance with Regulations No. 17 to 27 Clause- B to I of SubRegulation 2 of Regulation 45 and Para C D and E of Schedule V. Accordingly except thestatement on" Management Discussion and Analyses Report" your Directors havethough formed the sub Committees of the Board as per requirements of Corporate Governanceand they are operational however no detailed Report on Compliance with Conditions ofCorporate Governance report are given here with. The Company is exempted from providingreport on Corporate Governance in accordance with regulation 34(3) and schedule V(C) tothe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
DEMATERIALISATION OF SECURITIES:
Your Company's Equity shares are admitted in the System of Dematerialization by theDepositories namely NSDL. The Company has signed tripartite Agreement through Registrarand Share Transfer Agent LINK INTIME INDIA (P) LIMITED. The Investors are advised to takeadvantage of timely dematerialization of their securities. The ISIN allotted to yourCompany is INE 474 H 01014.Total Share dematerialized up to 31st March 2019 were 146100which constitute 4.84% of total capital. Your Directors request all the shareholders todematerialize their shareholding in the company as early as possible.
Disclosures with respect to demat suspense account/ unclaimed suspense account
(1) The listed entity shall disclose the following details in its annual report aslong as there are shares in the demat suspense account or unclaimed suspense account asapplicable: NOT APPLICABLE
(a) aggregate number of shareholders and the outstanding shares in the suspense accountlying at the beginning of the year; NIL
(b) number of shareholders who approached listed entity for transfer of shares fromsuspense account during the year; NIL
(c) number of shareholders to whom shares were transferred from suspense account duringthe year; NIL
(d) aggregate number of shareholders and the outstanding shares in the suspense accountlying at the end of the year; NIL
(e) that the voting rights on these shares shall remain frozen till the rightful ownerof such shares claims the shares. NIL
Ms. Rita Rajendra 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 passing of necessary resolutionappointing him as Director of the Company.
DECLARATION U/S. 149 (6) OF THE COMPANIES ACT 2013 FROM INDEPENDENT DIRECTORS:
The Company has received declarations from Mr. Ajit Singh 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 also as per SEBI (LODR) 2015 and pursuant to provisions of theListing Agreement with the Stock Exchanges. Members are requested to refer to the Noticeof the Annual General Meeting and the Explanatory Statement for details of thequalifications and experience of the Directors and the period of their appointment.
MANAGING DIRECTOR AND WHOLE TIME DIRECTORS:
Mrs. Rita R. Shah is the Managing Director of the Company She is Post Graduate inCommerce and has more than 30 years of rich experience in Finance Accounts and GeneralAdministration. Mr. Rajendra Babulal Shah is a Promoter and Whole Time Director of theCompany. He is professionally qualified Company Secretary. He has rich experience of 35years in Corporate Management and Legal and Secretarial Compliances by a Company. Both ofthem being promoters looking after the day to day business and management of the affairsof the Company. However because of the Company's bad financial position they are nottaking any managerial Remuneration.
DETAILS OF THE BOARD AND GENERAL MEETINGS HELD AND ATTENDANCE OF DIRECTORS AT THEMEETINGS:
During the year the company held total 5 Board meetings on 30/05/2018 14/08/201814/11/2018 14/02/2019 and 18/03/2019. All the 4 Directors were present at all the boardmeetings to consider various businesses and pass necessary resolutions.
The Company has disclosed all the material information to the stock exchanges and theRegistrar of Companies Office in time as per requirements of law and SEBI (LODR) 2015.
Directors present at the Meeting of board:
|Names of Director ||30/05/2018 ||14/08/2018 ||29/09/2018 ||14/11/2018 ||14/02/2019 |
|Rita Rajendra Shah ||Yes ||Yes ||Yes ||Yes ||Yes |
|Rajendra Babulal Shah ||Yes ||Yes ||Yes ||Yes ||Yes |
|ManishGirishbhai Patel ||Yes ||Yes ||Yes ||Yes ||Yes |
|AjitsinghKacharaji Chavda ||Yes ||Yes ||Yes ||Yes ||Yes |
The audit committee of the Board of Directors is as under:
Directors present at the Audit Committee Meeting:
|Names of Director ||30/05/2018 ||14/08/2018 ||14/11/2018 ||14/02/2019 ||29/09/2018 |
|Rita Rajendra Shah ||Yes ||Yes ||Yes ||Yes ||Yes |
|Rajendra Babulal Shah ||Yes ||Yes ||Yes ||Yes ||Yes |
|Manish Girishbhai Patel ||Yes ||Yes ||Yes ||Yes ||Yes |
|Ajitsingh Kacharaji Chavda ||Yes ||Yes ||Yes ||Yes ||Yes |
(A) FUNCTION OF AUDIT COMMITTEE:
The audit Committee is headed by Shri Manish G Patel as Chairman. He is furtherassisted by two directors namely Shri AJITSINH KACHARAJI CHAVDA and Shri Rajendra B Shah.
The Committee meets at least once every quarter and prepares its minutes on theproceedings and business discussed and transacted. The Committee reports and takes actionon Internal Auditor's Report. All committee reports and minutes are placed before theBoard in all its meetings for information guidance directions and record keeping. Inaddition the Committee also reviews the reports of the Internal Auditors and obtainsguidance from the internal auditors statutory auditors and other professionals ofcorporate repute from time to time to make timely compliances and payment of statutorydues.
(B) ROLE AND RESPONSIBILITY OF AUDIT COMMITTEE:
The Committee acts as a bridge between the Statutory and the Internal Auditors and theBoard of Directors of the Company. It is authorized to select and establish accountingpolicies review reports of the Statutory and the Internal Auditors and meet with them todiscuss and deliberate their suggestions findings and other related matters. Further thecommittee is authorized to inter alia monitor review and evaluate the
Auditor's independence performance and effectiveness of the audit process oversightof the Company's financial reporting process and the disclosure of its financialinformation andreview the quarterly half yearly and annual financial statements beforesubmission to the Board for approval. Further the committee is liable to examine thefinancial statements and the Auditors' Report thereon approve transactions of the Companywith its related parties including consequent modifications thereof grant omnibusapprovals subject to fulfillment of certain conditions analyze inter-corporate loans andinvestments valuation of undertakings or assets of the Company wherever it is necessary.Further it is also empowered to review the Management Discussion and Analysis offinancial condition and results of operations and statement of significant related partytransactions. It also looks into any other matter as referred to it by the Board ofDirectors from time to time.
Generally all the items stated in Section 177(4) of the Companies Act 2013 and Point Aof Part C of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are covered under the roles of the Audit Committee. The Audit Committeehas been granted powers as prescribed under provisions of the Regulation 18(2)(c)of theaforesaid Regulations and reviews all the information as prescribed in Point B of the PartC of the Schedule II ofthe SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Formation of Audit Committee in Compliance to Section 177 of the Companies Act2013 and as per requirements of SEBI (LODR) 2015 for compliance with 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 2 independentdirectors and one promoter director who is Executive Whole Time Director. An InternalAuditors have been appointed as Advisors in their professional capacity on this committee.The area of operations and functional responsibilities assigned to the committee are asper the guidelines provided in SEBI (LODR) and the Companies Act 2013 and 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 as per the requirements of SEBI (LODR) 2015. However dueto exemption being availed of the SEBI (LODR) Provisions by the company by virtue of itssize and financials a detailed report on Corporate Governance is not given here with.
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 (Accounts Rules2014 regarding the conservation of energy; technology absorption foreign exchangeearnings and outgo are not applicable to the company as it is not engaged in anymanufacturing operations during the year under review.
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 of Rs.1.2crore in the aggregate if employed for the year and in receipt of the monthly remunerationof Rs. 850000/- Per Month 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(2) of The Companies (Appointment and Remuneration)Rules 2014 as amended from time to time are not attached with this report since therewas no employee who was in receipt of remuneration in excess of limits prescribed underthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5 (2) of TheCompanies (Appointment and Remuneration) Rules 2014
During the year under review your Company has not accepted any deposit within themeaning of Section73 and74 of the Companies Act 2013 read with the Companies (Acceptanceof Deposits) Rules 2014 (including any statutory modification(s) or re-enactment(s) forthe time being enforce).
Your Company does not have any subsidiary company during the year; hence consolidationof financial data of the subsidiary company is also not applicable to the Company for thefinancial year 2019-20.
EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 read with Rules framed thereunder and incompliance with the requirements of SEBI(LODR) Regulations2015 the Board hascarried out the annual evaluation of its own performance performance of the Directorsindividually as well as the performance of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed in detail. A structured questionnaireeach for evaluation of the Board its various Committees and individual Directors wasprepared and recommended to the Board by the Nomination & Remuneration Committee fordoing the required evaluation after taking into consideration the input received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees execution and performance of specific dutiesobligations and governance etc.
A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestof the Company and its minority Shareholders etc. The performance evaluation of theindependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and non-independent Directors was also carried out by the IndependentDirectors at their separate meeting. The Directors expressed their satisfaction with theevaluation process.
ADEQUCY OF INTERNAL FINANCIAL CONTROLS
The Company has in place robust internal control procedures commensurate with its sizeand operations. Company has the internal controls Department headed by Internal Auditor ofthe company. The Board of Directors is also responsible for the internal control systemsets the guidelines verifying its adequacy effectiveness and application. The Company'sinternal control system is designed to ensure management efficiency measurability andverifiability reliability of accounting and management information compliance with allapplicable laws and regulations and the protection of the Company's assets so that thecompany's main risks (operational compliance-related economic and financial) areproperly identified and managed over time.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015the Company has adopted Code of Conduct prohibiting regulating and monitoring thedealings in the securities of the Company by Directors Designated Employees and ConnectedPersons while in possession of unpublished price sensitive information in relation to thesecurities of the Company. The code of conduct is available at the Company's website atwww.alfaica.com under investor segment.
A. POLICY ON RELATED PARTY TRANSACTIONS
SCOPE AND PURPOSE OF THE POLICY
Related party transactions can present a potential or actual conflict of interest whichmay be against the best interest of the company and its shareholders. Considering therequirements for approval of related party transactions as prescribed under the CompaniesAct 2013 (Act) read with the Rules framed there under and Clause 49 of theListing Agreement (as amended by SEBI Circulars dated April 17 2014 and September 152014) our Company has formulated guidelines for identification of related parties and theproper conduct and documentation of all related party transactions.
Also Clause 49(VII)(C) of the Listing Agreement requires a company to formulate apolicy on materiality of related party transactions and dealing with related partytransactions. In light of the above our Company has framed this Policy on Related PartyTransactions (Policy). This Policy has been adopted by the Board of Directorsof the Company based on recommendations of the Audit Committee. Going forward the AuditCommittee would review and amend the Policy as and when required subject to the approvalof the Board.
OBJECTIVE OF THE POLICY
The objective of this Policy is to set out (a) the materiality thresholds for relatedparty transactions and; (b) the manner of dealing with the transactions between theCompany and its related parties based on the Act Clause 49 of the Listing Agreement andany other laws and regulations as may be applicable to the Company.
MANNER OF DEALING WITH RELATED PARTY TRANSACTIONS
a) Identification of related parties:-
The Company has formulated guidelines for identification and updating the list ofrelated parties as prescribed under Section 2(76) of the Act read with the Rules framedthere under and Clause 49 of the Listing Agreement.
b) Identification of related party transactions:-
The Company has formulated guidelines for identification of related party transactionsin accordance with Section 188 of the Act and Clause 49 of the Listing Agreement.
The Company shall disclose in the Board's report transactions prescribed in Section188(1) of the Act with related parties which are not in ordinary course of business alongwith the justification for entering into such transaction.
B. FAMILIARIZATION POLICY FOR INDEPENDENT DIRECTORS
PURPOSE AND OBJECTIVE OF THE POLICY
The Program aims to provide insights into the Company to enable the IndependentDirectors to understand its business in depth and contribute significantly to the Company.
FAMILIARIZATION AND CONTINUING EDUCATION PROCESS
The Company through its Managing Director / Executive Director / Key ManagerialPersonnel conducts programmes / presentations periodically to familiarize the IndependentDirectors with the strategy operations and functions of the Company.
Such programmes/presentations provide an opportunity to the IndependentDirectors to interact with the Senior Management of the Company and help them tounderstand the Company's strategy business model operations service and productofferings markets organization structure finance human resources technology qualityfacilities and risk management and such other areas as may arise from time to time.
The programmes/presentations also familiarizes the Independent Directors withtheir roles rights and responsibilities.
When a new Independent Director comes on the Board of the Company a meeting isarranged with the Chairperson Managing Director Chief Financial Officer to discuss thefunctioning of the Board and the nature of the operation of the Company's businessactivities.
New Independent Directors are provided with copy of latest Annual Report theCompany's Code of Conduct the Code of Conduct for Prevention of Insider Trading and theCode of Corporate Disclosure Practices Schedule of upcoming Board and Committee meetings.
The Company provides the Directors with the tours of company's facilities fromtime to time.
A detailed Appointment Letter incorporating the role duties andresponsibilities remuneration and performance evaluation process insurance cover TataCode of Conduct and obligations on disclosures is issued for the acceptance of theIndependent Directors.
C. RISK MANAGEMENT POLICY
Risk Management is a key aspect of the Corporate Governance Principles and Codeof Conduct which aims to improvise the governance practices across the Company'sactivities. Risk management policy and processes will enable the Company to proactivelymanage uncertainty and changes in the internal and external environment to limit negativeimpacts and capitalize on opportunities.
BACK GROUND AND IMPLEMENTATION
The Company is prone to inherent business risks. The objective of Risk ManagementPolicy shall be identification evaluation monitoring and minimization of identifiablerisks. This policy is in compliance with the amended Clause 49 of the Listing Agreement(w.e.f 1 st October 2014) which requires the Company to lay down procedure for riskassessment and procedure for risk minimization. The Board of Directors of the Company andthe Audit Committee shall periodically review and evaluate the risk management system ofthe Company so that the management controls the risks through properly defined network.Head of Departments shall be responsible for implementation of the risk management systemas may be applicable to their respective areas of functioning and report to the Board andAudit Committee.
The Company has not made Risk Management Committee but the Board of Directors &Audit Committee is looking after the Risk Management of the Company.
D. CORPORATE SOCIAL RESPONSIBILITY POLICY
India`s new Companies Act 2013 has introduced several new provisions which change theface of Indian corporate business. One of such new provisions is Corporate SocialResponsibility (CSR). As per Section 135 of the Companies Act 2013 it provides thethreshold limit for applicability of the CSR to a Company i.e. (a) net worth of thecompany to be Rs 500 crore or more; (b) turnover of the company to be Rs 1000 crore ormore; (c) net profit of the company to be Rs 5 crore or more.
Our Company is the Loss making one. So that CSR Policy is Not Applicable to theCompany. So any CSR Activities have not been undertaken by the Company & has not madeCorporate Responsibility Committee.
E. VIGIL MECHANISM POLICY
Section 177 of the Companies Act 2013 requires every listed company and such class orclasses of companies as may be prescribed to establish a vigil mechanism for thedirectors and employees to report genuine concerns in such manner as may be prescribed.
Effective October 1 2014 Clause 49 of the Listing Agreement between listed companiesand the Stock Exchanges inter alia provides for a mandatory requirement for all listedcompanies to establish a mechanism called Whistle Blower Policy for employees to report tothe management instances of unethical behavior actual or suspected fraud or violation ofthe company's code of conduct.
In compliance of the above requirements R R Securities Limited being a Listed Companyhas established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order toprovide a framework for responsible and secure whistle blowing/vigil mechanism.
The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors andemployees to report genuine concerns about unethical behavior actual or suspected fraudor violation of the Codes of Conduct or policy. The Company is committed to adhere to thehighest standards of ethical moral and legal conduct of business operations and in orderto maintain these standards the Company encourages its employees who have genuineconcerns about suspected misconduct to come forward and express these concerns withoutfear of punishment or unfair treatment. The mechanism provides for adequate safeguardsagainst victimization of Directors and employees to avail of the mechanism and alsoprovide for direct access to the Chairman of the Audit Committee in exceptional cases.This neither releases employees from their duty of confidentiality in the course of theirwork nor can it be used as a route for raising malicious or unfounded allegations about apersonal situation.
F. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (POLICY WHERE MORE THAN 4 WOMEN WORKING)AND ELIMINATION OF CHILD LABOUR POLICY.
The Company is not employing more than 4 women employees as well as the Company is notemploying any child labor. So these both policies are not applicable to the Company.
DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULE 2014.
As the Company is not paying any remuneration to its Managing/ Whole Time Director orany other Key Managerial Personnel the information required to be given as per the aboverules are not applicable hence not given here with.
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) ofthe 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 SEBI (LODR) 2015 and ofthe Listing Agreement 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 CFO and CompanySecretary as required under Section 203 of the Companies Act 2013.
b. The Company has constituted Nomination and Remuneration Committee StakeholdersRelationship Committee Audit Committee as per requirements of the SEBI (LODR) 2015 and ofthe Listing 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.
Chartered Accountants M/s. Anoop Agarwal & Co. (ICAI Firm Registration No.001739C) are the present Statutory Auditors of the company are retiring at this AnnualGeneral Meeting as per provisions of section 139 of the Companies Act 2013 and areeligible for reappointment. In fact in the last year AGM they are appointed as statutoryAuditors for a period of 5 years to hold the office as such up to the financial year2021-22. As per the amendments made by the Central Government in the Companies (Audit andAuditors) Rules 2014 now there is no requirement for passing of the Resolution forratification of Appointment of the Statutory Auditors.
The company is in process of appointing an independent Chartered Accountant to act asan Internal Auditor as per suggestion of auditors as well as in compliance with theCompanies Accounts Rules 2014 in order to strengthen the internal control system for theCompany. However as in the company during the previous financial year there were no muchfinancial transactions or trading business activities looking to the size of the companyand its business operations and transactions the matter is being discussed with thestatutory auditors on making of compliance with these requirements.
The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditorfor the financial year 2018-19. 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 Appointment of Chief Financial Officer [CFO] is not compulsory for the companyas per the provisions of Section 196 197 203(1) read with rule 8 of Companies(Appointment and remuneration of Managerial Personnel) rules 2014. However as theCompany's shares are listed on stock exchange as per requirements of SEBI (LODR) 2015 itis required to appoint a Chief Financial Officer and a Full Time Company Secretary as KeyManagerial Personnel.
II. The Company has yet not appointed an Independent Chartered Accountants as anInternal Auditors as Required by Companies (Accounts) Rules 2014 and the SEBI (LODR) 2015.
III. The Company is not properly maintaining and updating its website as perrequirements of SEBI(LODR) 2015 and the provisions of the Listing Agreement.
The Company is a very small Company with a paid up share capital just only Rs. 3.018Crores. Though its shares are currently listed on the stock Exchanges of Mumbai as perprovisions of SEBI (LODR) 2015 it is required to appoint KEY Managerial personnel such asManaging or whole time Director Chief Financial Officer and Company Secretary. TheCompany has already appointed Mrs. Rita R Shah as Managing Director. As the Company'sfinancial position is very week and there are no much financial transactions within thecompany during the year it has not appointed CFO or CS as the company is not affording thecost of remuneration of such professional personnel. Applied the same Logic as there areno much financial transactions within the Company has yet not appointed an IndependentChartered Accountants as the Internal Auditors.
The Company is in process of updating of its website by uploading requisite informationas early as possible.
There are no specific adverse observations made by the Auditors in their report.However notes to the Accounts to itself are clarificatory and self explanatory in thenature.
OTHER STATUTORY DISCLOSURES:
The Board do hereby declared that during the year No events have occurred which mayhave substantial effect on the Going concern status of the Company. Further the Companycontinued with its policy on accounting of financial transactions and that there have beenno deviations or material departure made.
During the Financial year there has been no material Orders are passed or penaltiesimposed on or no court cases are filed against the Company or any of its Directors or KeyManagerial Personnel and that none of them are disqualified in any respect.
The details on various corporate policies adopted by the management are given inannexure titled Corporate Governance report and forming part of this Report.
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.
|Place: Ahmedabad. ||On Behalf of the Board of Directors Of |
|Date:14TH AUGUST 2019 ||R.R. SECURITIES LIMITED |
| ||SD/- |
| ||(RAJENDRA B. SHAH) |
| ||Chairman and Director |