To the Members of RCC Cements Limited
The Directors are pleased to present their 27th Annual Report on thebusiness and operations of RCC Cements Limited and the Financial Accounts of the companyfor the Financial Year ended on March 31 2018.
FINANCIAL RESULTS (Rs. In Lacs)
|PARTICULARS ||CURRENT YEAR ||PREVIOUS YEAR |
| ||31.03.2018 ||31.03.2017 |
|Income from Operations ||- ||- |
|Other Income ||- ||10.55 |
|Total Revenue ||- ||10.55 |
|Profit /(Loss) before Depreciation and Taxation ||(37.74) ||0.26 |
|Less: Depreciation ||- ||- |
|Profit / (Loss) before Taxation ||- ||0.26 |
|Provision for Taxation ||- ||0.08 |
|Deferred tax ||- ||- |
|Profit / (loss) after Taxation ||(37.74) ||0.18 |
|Profit / (Loss) brought forward from previous years ||(227.94) ||(228.12) |
|Balance Carried forward ||(265.68) ||(227.94) |
1. Results of operations
During the year under review there were no operations. The company therefore had notgenerated any revenue from operations. However during the previous year although thecompany had not generated any revenue from operations however the company had generatedincome from other sources aggregrating to Rs. 10.55 lacs.During the year under review yourcompany had incurreda loss aggregating to Rs. 37.74 lacs as against a profit of Rs.0.18lacs during the previous financial year.
Keeping in view the losses incurred by the Company your Directors do not recommend anydividend for the year ended March 31 2018.
In view of the losses incurred by the Company no amount is proposed to be transferredto Reserves for the year under review.
4. Brief description of the Company's working during the year. A. Review OfOperations
There were no operations during the year under review The company therefore had notearned any income during the F.Y. 2017-18. The company had incurred a net loss of Rs.37.74 lacs - as against a net profit (before tax ) of Rs. 0.26lacs in the previous year.Your Directors are putting in their best efforts to improve the overall financial positionand the profitability of the Company.
B. Future Prospects
MERGER of the Company
The company had initiated the process of merger with M/s Virgo Softech Limited i.e.the transferor company in the F.Y. 2012-13. The Board was of the opinion that thetransferor company is a closely held professionally managed rapidly growing multifacetedinformation Technology Company with vast experience and substantial business relating toe-Governance and Smart Card.
The managements of the two companies found it mutually beneficial to amalgamate the twocompanies and consolidate the business and finances. The consolidation of Transferor'scompany business with Transferee Company would at one hand strengthen the financials ofRCC Cements Limited for the benefit of all its stakeholders and on the other hand wouldhelp Transferor Company obtain future contracts and raising funds for expansion due to RCCbeing a listed Company.
The shareholders of the Company as well as the creditors of the Transferor andtransferee Companies had granted their consent in their respective meetings held pursuantto the directions of the Hon'ble High Court of Delhi.
With the notification by the Government of India the National Company Law Tribunal hasbecame operational; hence the Petition seeking sanction / approval of Scheme ofAmalgamation of VirgoSoftech Limited with your company had been transferred to NationalCompany Law Tribunal (NCLT).
However due to delay in sanctioning of Scheme of Arrangement the management of theCompany had decided to withdraw the Scheme of Arrangement and accordingly the Board ofDirectors in their meeting held on 13/07/2017 had decided to withdraw the Scheme ofArrangement of Virgo Softech Ltd. with RCC Cements Limited and NCLT has passed appropriateorders with respect to withdrawal of aforesaid merger.
5. Change in the nature of business if any
During the year there is no change in the nature of business activity of the company.
6. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report
During the period between the end of the financial year of the company and the date ofthe report there are no material changes and commitments which may affect the financialposition of the company.
7. Details of significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and company's operations in future
During the year there is no significant and material orders passed by the Regulatorsor Courts or Tribunals which impact the going concern status and company's operations infuture.
8. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements
The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiary. During the year under review no company has become orceased as subsidiary/Joint venture/Associate of the company.
10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement
During the year no consolidated financial statements have been prepared by the companyas the Company neither has a subsidiary company nor an associate company or had enteredinto any Joint Venture with any entity.
Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014during the year under review. The details relating to deposits covered under Chapter V ofthe Act is as under: -
|S.No ||Particulars ||Amount / remarks |
|(a) ||Accepted during the year ||Rs. Nil |
|(b) ||Remained unpaid or unclaimed as at the end of the year ||Rs. Nil |
|(c) ||whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved ||N.A Since the company had not accepted any deposit during the financial year under review |
| ||(i) At the beginning of the year ||Rs. Nil |
| ||(ii) Maximum during the year ||Rs. Nil |
| ||(iii) At the end of the year ||Rs. Nil |
In accordance with the provisions of Section 139(1) of the Companies Act 2013 themembers had at the 24th Annual General Meeting held on 30th September 2015appointed M/s. RMA & Associates Chartered Accountants New Delhi the StatutoryAuditors of the Company (Registration No. 000978N) for five consecutive financial yearsi.e. from the conclusion of the 24th AGM till the conclusion of the 29thAGM of the Company. Section 139(1) of the Companies Act 2013 further provides that theappointment of statutory auditors shall be placed before the members at every AGM forratification. The Company has received a certificate from the auditors confirming thatthey are eligible for appointment as auditors of the Company under Section 139 of theCompanies Act 2013 and meet the criteria for appointment specified in Section 141 of theCompanies Act 2013 and SEBI Listing Regulations. Based on the recommendations of theAudit Committee and as per the provisions of Section 139(1) of the Companies Act 2013the Board of Directors of your Company proposes to ratify the appointment of M/s RMA &Associates Chartered Accountants as the Statutory Auditors of the Company for F.Y.2018-19.
13. Auditors' Report
The comments on statement of accounts referred to in the report of the Auditors areself explanatory. Auditor Report does not contain any qualification reservation oradverse remark.
14. Share Capital
A. Issue of equity shares with differential rights: During the year company has notissued any equity shares with differential rights. B. Issue of sweat equity shares duringthe year company has not issued any Sweat equity shares. C. Issue of employee stockoptions During the year company has not issued employee stock options. D. Provision ofmoney by company for purchase of its own shares by employees or by trustees for thebenefit of employees Rs. Nil E. Bonus Shares - No bonus shares were issued during the yearunder review.
15. Extract of the annual return (MGT-9)
The extract of the annual return in Form No. MGT 9 is annexed herewith (Annexure 1).
16. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A) Conservation of energy:
Your company has undertaken various energy efficient practices which has strengthenedthe Company's commitment towards becoming an environment friendly organization. TheCompany makes all efforts towards conservation of energy protection of environment andensuring safety. As far as possible company is utilizing alternate sources of energy.
B) Technology absorption:
The business of the company is not technology driven. No technology has been imported.There is nothing to be disclosed on account of technology absorption.
C) Foreign exchange earnings and Outgo during the year:
|Particulars ||Amount (in Rs. Lacs) |
|Foreign Exchange Earned in terms of actual inflows ||Nil |
|Foreign Exchange outgo in terms of actual outflows Nil ||Nil |
17. Corporate Social Responsibility (CSR)
In terms of Section 135(1) of the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to the Company.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL A) Changes in Directors and Key ManagerialPersonnel Appointment and Cessation
During the year under review .the office of Mr. Kishore Bhatia Non ExecutiveIndependent Director of the Company stood vacated due to his sudden demise on 06.02.2018.Mr. SantoshPradhan (having DIN: 00354664) was appointed as an Independent Director of thecompanyw.e.f. 03.05.2018 to fill the intermittent vacancy arised due to the sudden demiseof Mr. Kishore Bhatia.
Ms. KanikaDua resigned from the post of Company Secretary of the company w.e.f.27.01.2018 and Ms. Dimple Singh was appointed as the Company Secretary of the Companyw.e.f. 27.01.2018 to fill the vacancy arised due to the resignation of Ms. KanikaDua.
The brief profile of Mr. SantoshPradhan is as under:
Mr. SantoshPradhan aged 47 is a Graduate. He has more than two decades of experiencein the Corporate Sector at various levels including marketing and general administration.Considering his vast and rich experience the Board of Directors of the Company hasappointed him as an Independent Director of the Company
Mr. SantoshPradhan holds 31200 shares in the Company constituting 0.56% of the totalpaid up share capital of the Company. Details of his Directorship in other companies areas follows:-
|Sl. No. ||Directorships in other Public Companies ||Committee |
| || ||Membership/Chairmanship |
|1 ||Infotecnics India Limited ||NIL |
|2. ||E-Visesh.Com Limited ||NIL |
Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 Ms. Madhu Sharma (DIN06947852) Director of the Company retires by rotation at the forthcoming AGM and beingeligible offers herself for re-appointment.
Considering the background and experience of Ms. Madhu Sharma the Board is of theopinion that her reappointment will immensely benefit your Company. The Board recommendsher reappointment.
Brief resume of the Ms. Madhu Sharma Director of the Company who is proposed to bere-appointed is mentioned hereinbelow:
Ms. Madhu Sharma aged 57 years is a Bachelor of Arts from prestigious University. Shehas extensive experience of almost 20 Years in various aspects of management viz. thefield of marketing and general administration. She has always demonstrated a certaindynamism and foresight seen in the most pragmatic of professional.
Ms. Madhu Sharma does not hold any shares in the Company. Details of her Directorshipand Committee Memberships in other companies is as follows:-
|Sl. No. ||Directorships in other Public ||Committee ||Membership/Chairmanship |
| ||Companies || || |
|1. ||Polar Marmo Agglomerates Limited ||Audit Committee ||Chairman |
| || ||Nomination and Remuneration Committee ||Chairman |
| || ||Stakeholder's Relationship Committee ||Chairman |
| || ||Risk Management Committee ||Member |
|2. ||MPS Infotechnics Limited ||Audit Committee ||Member |
| || ||Nomination and Remuneration Committee ||Member |
| || ||Risk Management Committee ||Member |
| || ||Corporate Social Responsibility ||Member |
|3. ||Interworld Digital Limited ||Nomination and Remuneration Committee ||Member |
| || ||Stakeholder's Relationship Committee ||Member |
| || ||Risk Management Committee ||Member |
|4 ||RCC Cements Limited ||Nomination and Remuneration Committee ||Member |
|5. ||Advik Laboratories Limited ||Audit Committee ||Member |
| || ||Nomination and Remuneration Committee ||Member |
| || ||Risk Management Committee ||Member |
B. Appointment of Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time your Company has requisite number of Independent Directors onits Board. Your Company has duly complied with the requirements of the said provisions forappointment of Independent Directors during the year under review.
C. Declaration by Independent Directors
Your Company has received necessary declaration from each Independent Directors of theCompany under Section 149(6) of the Companies Act 2013 read with Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 confirming that theymeet with the criteria of independence as prescribed under the aforesaid Section andRegulation.
D. Formal Annual Evaluation
In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the year the Board adopted a formalmechanism for evaluating its performance as well as that of its Committees and IndividualDirectors including the Chairman of the Board. Structured questionnaires were used in theoverall Board evaluation comprising various aspects of Board function.
The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and Non -Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
19. Number of meetings of the Board of Directors
Six (6) meetings of the Board of Directors were held during the year on 30/05/201702/09/2017 14/09/2017 14/12/2017 27/01/2018 and 14/02/2018. . One separate meeting ofIndependent Directors of the Company was held on 27/01/2018.
20. Committees of the Board
During the year under in accordance with the Companies Act 2013 and Regulation 17 to27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard had constituted following committees:
Stakeholders' Relationship Committee
Nomination and Remuneration Committee
*As per the provisions of SEBI (LODR) Regulations 2015 the Risk Management Committeewas not applicable to the company and therefore the Board decided to dissolve the samefrom Financial Year 2016-17.
Details of the said Committees alongwith their charters compositions and meetings heldduring the year are provided in the Report of Corporate Governance which forms part ofthis Annual Report.
Recommendation of Audit Committee
During the year under review there were no instances of non-acceptance of anyrecommendation of the Audit Committee by the Board of Directors.
21. Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013provides that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated.
The Board of Directors had carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Structured questionnaires were used in the overall Boardevaluation comprising various aspects of Board function.
The performance of the Board was evaluated by the Board on the basis of PerformanceEvaluation Policy formulated by the Board and after seeking inputs from all the directorson the basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc.
The performance of the Committees were evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc. and on such further criteria as is set out inthe Performance Evaluation Policy (as per Annexure 2) formulated by the Nominationand Remuneration Committee and approved by the Board to evaluate the performance of theBoard and its Committees.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of Independent Directors held on 27/01/2018 the performance ofnon-Independent Directors the performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-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.
Based on the outcome of performance evaluation for the financial year 2017-18 furthermeasures/actions have been suggested to improve and strengthen the effectiveness of theBoard and its Committees.
22. Policy On Directors' Appointment And Remuneration
Your Company has a policy to have an appropriate mix of executive and Independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March 31 2018 the Board consisted of 3 members out ofwhich 1 Executive Director 1 Independent Director and 1 Non-Executive Woman Director. Mr.Kishore Bhatia Independent Director of the Company expired on 06.02.2018. Theintermittent vacancy arised due to the sudden demise of Mr. Kishore Bhatia was filled bythe Board in its meeting held on 03.05.2018 and the Board had appointed Mr. SantoshPradhanas a non executive Independent Director of the Company to replace Mr. Kishore Bhatia
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is attached as Annexure 3 to the Board Report. Furtherthe remuneration paid to the Directors is as per the terms laid out in the nomination andremuneration policy of the Company. However your directors have voluntarily decided notto take any remuneration or sitting fees.
23. Risk management policy and Internal Control
The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify access monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.
24. Whistle Blower Policy and Vigil Mechanism
Your Company has established a "Whistle Blower Policy" and Vigil Mechanismfor directors and employees to report to the appropriate authorities concerns about theunethical behavior actual or suspected fraud or violation of theCompany's code of conductpolicy and provides safeguards against victimization of employees who avail the mechanismand also provide for direct access to the Chairman of the Audit Committee. The said policyhas been uploaded on the website of the company and can be accessed athttp://www.rcccements.com/policy.html.
25. Particulars of loans guarantees or investments under Section 186
Particulars and details of loan given investments made or guarantees given andsecurities provided if any are given in the Notes to the Financial Statements.
26. Contracts and arrangements with related parties
All Related Party Transactions if any that were entered into during the financialyear were on an arm's length basis The policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website http://www.rcccements.com/policy.html. Thedetails of the transactions with related parties are provided in Notes to FinancialStatements.
27. Secretarial Audit Report
In terms of Section 204(1) of the Companies Act 2013 and the rules made thereunderM/s. KundanAggarwal& Associates Company Secretaries in Practice were appointed asthe Secretarial Auditor to undertake the Secretarial Audit of the Company for the F.Y.2017-18. The report of the Secretarial Audit in Form No. MR -3 is annexed to and formspart of this Report as Annexure 4
There are no qualifications reservations adverse remarks or disclaimers given by theSecretarial Auditor in their Report.
28. Corporate Governance
Your Company has been benchmarking itself with well-established Corporate Governancepractices besides strictly complying with the requirements of Regulation 17 to 27 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and / or anyother applicable Regulation of the SEBI as amended from time to time.
A separate "Report on Corporate Governance" together with requisitecertificate has been granted by the Statutory Auditors of the Company confirmingcompliance with the provisions of Corporate Governance as per the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed to this Report.
29. Directors' Responsibility Statement
Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and belief confirm that: (a) in the preparationof the annual accounts for the financial year ended 31st March 2018 the applicableaccounting standards had been followed and no material departures have been made from thesame; (b) the directors 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 i.e. on 31st March 2018 and of the profit or loss of the company for thatperiod; (c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;(d) the directors have prepared the annual accounts on a going concern basis; (e) thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and operating efficiently; and (f) thedirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
30. Particulars Of Employees
There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. 102.00 lacs or more or employed for part of the year who were inreceipt of remuneration of Rs. 8.50 lacs or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure 5.
During the year under review none of the Directors of the Company have receivedremuneration from the Company. The Nomination and Remuneration Committee of the Companyhas affirmed in its meeting held on March 31 2018 that the remuneration paid to theSenior Management Employee/KMPs is as per the remuneration policy of the Company.
31. Internal Auditors & Their Report
Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s Sanghi& Co. as Internal Auditor for thefinancial year 2017-18.
Internal Financial Control And Their Adequacy
The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure. The Company has an adequate internal controls system commensurate with itssize and the nature of its business. All the transactions entered into by the Company areduly authorized and recorded correctly. All operating parameters are monitored andcontrolled. The top management and the Audit Committee of the Board of Directors reviewthe adequacy and effectiveness of internal control systems from time to time.
32. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition&Redressal) Act 2013 read with Rules thereunder
Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.
33. REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneed to be mentioned in this Report.
34. SECRETARIAL STANDARDS
The Company has complied with the provisions of the applicable Secretarial Standardsi.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2(Secretarial Standard on General Meetings).
35. Human Resources
Your Company treats its "human resources" as one of its most importantassets. We focus on all aspects of the employee lifecycle. This provides holisticexperience for the employees as well. During their tenure at the Company employees aremotivated through various skill development programs. We create effective dialogue throughour communication channels to ensure that feedback reach the relevant team includingleadership.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
36. Segment-wise performance
The Company is into single reportable segment only.
37. Management Discussion and Analysis
The Management Discussion and Analysis Report on the business of the Company andperformance review for the year ended March 31 2018 as stipulated in Regulation 34 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate report which forms part of the Report.
Your Directors are grateful to the Government of India the Reserve Bank of India theSecurities and Exchange Board of India the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for theircontinued support in future.
Your directors would like to express their sincere appreciation for the assistance andcooperation received from banks customers vendors Government members and employeesduring the year under review.
Finally the Directors thank you for your continued trust and support.
| ||For and on behalf of the Board of |
| ||RCC Cements Limited |
| ||Sd/- |
|Place: New Delhi ||Sunil Kumar |
|Dated: 01stSeptember 2018 ||Chairman |
| ||DIN: 00175301 |