| Dear Members,
Your Directors take pleasure in presenting the Twenty Eighth Annual
Report and Audited Statement of Accounts of the Company for the period
ended on 30th June, 2015 along with the Audited Accounts, Auditor's
Report for the year ending 30th June, 2015.
I) FINANCIAL RESULTS
(i) The results of your Company's consolidated financial prudence and
business excellence for the period ended on 30th June, 2015 are as
follows:
(in lacs)
PARTICULARS YEAR ENDED YEAR ENDED
30.06.2015 30.06.2014
Sales for the year 424703484.00 704348935.00
Other Income 15473980.00 14300264.00
Total Income 440177464.00 718649199
Profit before Financial
Expenses, Preliminary
expenses, Depreciation (42289626) (26924562)
and Taxation
Less: Financial expenses 31003615 14630837
Operating profit before
Preliminary expenses,
Depreciation & Taxation (73293241) (41555399)
Less: Depreciation & Preliminary
expenses written off 3917410 7408605
Profit before Taxation (77210651) (48964004)
Less : Provision for Taxation
Current Tax 200000 2000000
Earlier year Tax 3533827 3223824
Deferred Tax (583939) (677248)
Profit after Taxation (80360539) (53510580)
Add: Charge pursuant to the
adoption of revised Schedule II - -
Add: Charge on account of
transitional provisions under AS 15 - -
Add: Balance brought forward - -
Profit available for appropriation (80360539) (53510580)
(ii) The Standalone financial results of the Company for the period
under review are summarized below. The previous figures in the
financial statements have been regrouped, wherever necessary
(In Lacs)
PARTICULARS YEAR ENDED YEAR ENDED
30.06.2015 30.06.2014
Sales for the year 8288782.52 26887434.77
Other Income 1617827.93 54667.00
Total Income 9906610.45 26942101.77
Profit before Financial Expenses,
Preliminary expenses, Depreciation (16447693 29) 1749088 45
and Taxation
Less: Financial expenses 11289.00 36414.17
Operating profit before
Preliminary expenses, Depreciation (16458982 29) 1712674 28
& Taxation
Less: Depreciation & Preliminary
expenses written off 624898.00 1665292.00
Profit before Taxation (17083880.29) 47382.28
Less : Provision for Taxation
Current Tax - -
Earlier year Tax 996773.74 -
Deferred Tax - -
Profit after Taxation (18080654.03) 47382.28
Add: Charge pursuant to the
adoption of revised Schedule II - -
Add: Charge on account of
transitional provisions under AS 15 - -
Add: Balance brought forward - -
Profit available for appropriation (18080654.03) 47382.28
2) BUSINESS PERFORMANCE
The Gross Income of the company during the period under review is Rs
9906610.45 as compared to Rs. 26942101.77 in the previous period. The
Company registered a loss after Tax and Depreciation amounting
Rs.18080654.03 as against profit of Rs.47382.28 in the previous year.
The performance of the Company during the period under review has been
satisfactory.
3) DIVIDEND
No Dividend was declared in the current Financial Year due to Loss
incurred by the Company.
4) SHARE CAPITAL
The issued, subscribed and paid up Equity Share Capital as on 30th
June, 2015 was Rs.110007000. During the year under review, the Company
has neither issued shares with differential rights as to dividend,
voting or otherwise, nor has issued sweat equity. As on 30TH June,
2015, none of the Directors of the Company holds instruments
convertible into Equity Shares of the Company.
5) SUBSIDIARY COMPANIES
As on 30.0B.20I5, RR Financial Consultants Limited has six subsidiary
companies. The names of the subsidiaries along with the Percentage of
Holding company in these Subsidiary Companies is given as below:-
Name of the Companies % nf Holding
RR Equity Brokers Private Limited 100%
RR Insurance Brokers Private Limited 100%
RR Investor Capital Services Private Limited 66.66%
Arix Consultants Private Limited 100%
RR Infra Estates Private Limited 100%
RR Fincap Private Limited 100%
RR Equity Brokers Private Limited has 5 subsidiaries i.e. RR Commodity
Brokers Private Limited, RR Information and Investment Research Private
Limited, RR Investor Retail services Private Limited, RR IT Solutions
Private Limited and RR Investor Distribution Company Private Limited.
RR Investor capital services Private Limited has 1 subsidiary i.e. RR
Investor securities Trading Private Limited.
RR Infra Estates Private Limited has 3 subsidiaries i.e. RR Land
Estates Private Limited, Lakshminarayan Infra Estates Private Limited &
Priya Darshan Real Estates Private Limited.
As per sec 2 (87) of The Companies act, 2013 the subsidiaries of
subsidiaries of RRFC are deemed to be subsidiaries of RRFC.
As required under the new Clause 49 of the Listing Agreement, the
Company has adopted a practice of placing the minutes and statements of
all the significant transactions of all the un-listed subsidiary
companies in the meeting of Board of Directors of RR Financial
Consultants Limited. The Audit Committee of the Company regularly
reviews the financials of the subsidiary companies.
6) PUBLIC DEPOSIT
Your company has never invited/accepted any deposit from the public
within the meaning of Section 73 of the Companies Act, 2013 and the
Rules made there under during the period under review.
7) DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following have been designated as the Key Managerial Personnel of
the Company pursuant to sections 2(51) and 203 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
Mr. Raghunandan Prasad was the Chairman, Non-Executive Director of the
Company from 15.06.1990 to 07.12.2014. The Board of Directors deeply
mourns the sudden death of the Chairman, Mr. Raghunandan Prasad on 07th
December, 2014 at Delhi. The Company acknowledged his experience,
contribution to the business, personal support to his colleagues, and
level of respect in which he had within the company. The Board and
executive team of the Company wish to convey their sincerest
condolences to his family. He will be sadly missed by RR Group.
Mr. Rajat Prasad - Executive Director & Managing Director
Ms. Ritu Prasad - Non Executive Women Director w,e.f. 07th December,
2014
Mr. Mahesh Chandra is liable to retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer himself for re-
appointment. Your Directors recommend his re - appointment for your
approval.
Ms. Deepti Grover - Ceased to be Company secretary w.e.f 30th Sepember,
2015
Ms. Farha Naaz -Appointed as Company secretary w.e.f 19th October, 2015
7.1 BOARD EVALUATION
Pursuant to the provisions of companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
the evaluation of the working of its Audit, Nomination & Remuneration
and Stakeholder committee. The manner in which the evaluation has been
carried out has been explained in Corporate Governance Report.
7.2 REMUNERATION POLICY
Board has, on the recommendation of the Nomination & Remuneration
committee framed a policy for the selection and appointment of
Directors, Senior Management and their remuneration. The Remuneration
Policy is stated in the Corporate Governance Report.
8. BOARD MEETINGS
During the year Thirteen (13) Board meeting were held, the details of
which are given in Corporate Governance Report and maximum gap between
the meeting is well within the limits prescribed under Companies act,
2013 and clause 49 of the listing agreement.
9. COMMITTEE OF BOARD
9.1 AUDIT COMMITTEE
During the year Four (4) Audit Committee meeting were held, the details
of which are given in Corporate Governance Report and maximum gap
between the meetings is well within the limits prescribed under
Companies act, 2013 and clause 49 of the listing agreement.
9.2 NOMINATION AND REMUNERATION COMMITTEE
During the year no Nomination and Remuneration Committee meeting were
held, the details of which are given in Corporate Governance Report and
maximum gap between the meetings is well within the limits prescribed
under Companies act, 2013 and clause 49 of the listing agreement.
9.3 STAKEHOLDER RELATIONSHIP COMMITTEE
During the year no complain was registered by stakeholders so no
Committee meeting was held, the detail of committee are given in
Corporate Governance Report.
9.4 RISK AND STRATEGY COMMITTEE
During the year no Risk and Stategy Committee meeting were held, the
details of which are given in Corporate Governance Report and maximum
gap between the meetings is well within the limits prescribed under
Companies act, 2013 and clause 49 of the listing agreement
10. PLEDGE OF SHARES
None of the equity shares of the directors of the Company are pledged
with any banks or financial institutions.
11. DISCLOSURES UNDER THE COMPANIES ACT, 2013
11.1. Section 134 (3) (i): No material changes and commitments which
could affect the Company's financial position have occurred between the
end of the financial year of the Company and date of this report.
11.2. Section 43 (a) (ii): The Company has not issued any shares with
differential rights and hence no information as per provisions of
Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
11.3. Section 54 (1) (d): The Company has not issued any sweat equity
shares during the year under review and hence no information as per
provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
11.4. Section 62 (1) (b): The Company has ESOP during the year under
review and hence no information as per provisions of Section Section 62
(1) (b) is furnished.
12. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Mahesh Chandra an independent Director on the Board of your
Company. In the opinion of the Board and as confirmed by these
Directors, he fulfills the conditions specified in section 149 of the
Companies Act, 2013 and the Rules made thereunder about their status as
IDs of the Company.
13. VIGIL MECHANISM
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules
prescribed thereunder and the Listing Agreement is implemented through
the Company's Whistle Blower Policy to enable the Directors and
employees of the Company to report genuine concerns, to provide for
adequate safeguards against victimisation of persons who use such
mechanism and make provision for direct access to the Chairman of the
Audit Committee.
14. LISTING GN STOCK EXCHANGES
The shares of the company are listed with Bombay Stock Exchange. With
the wide and extensive network of Bombay Stock Exchange, the investors
have access to online dealings in the company's equity shares across
the country. The company is in process of delisting of its equity
shares from Delhi, Madras, Kolkata, Kanpur and Ludhiana stock exchanges
as there is hardly any trading on these stock exchanges and listing fee
payable to these exchanges no more offer commensurate benefits to the
company and its investors. Therefore, delisting of the equity from all
Stock Exchanges except Bombay Stock Exchange is considered necessary,
firstly on the ground that the cost to the company would stand reduced
and secondly that the interest of the members located in the regions
where the said Stock Exchanges are located would remain unaffected.
15. GREEN INITIATIVES IN CORPORATE GOVERNANCE
In line with the 'Green Initiative', the Company has effected
electronic delivery of Notice of AGM and AR to those shareholders whose
email ids were registered with the respective depository participants
and downloaded from the depositories viz. National Securities
Depository Limited/Central Depository Services (India) Limited. The
Companies Act, 2013 and the underlying rules as well as Clause 32 of
the listing agreement permit the dissemination of financial statements
in electronic mode to the shareholders. Your directors are thankful to
the shareholders for actively participating in the green initiative and
seek your continued support for implementation of the green initiative.
16. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(5) of the Companies Act,
2013:
a) that in the preparation of the annual financial statements for the
year ended June 30, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
b) that such accounting policies as mentioned in Notes to the Financial
Statements have been selected and applied consistently and judgment and
estimates have been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at June
30, 2015 and of the profit of the Company for the year ended on that
date;
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) That the annual financial statements have been prepared on a going
concern basis;
e) That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f) That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
17. CONTRACTS DR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered during the year ware in the
Ordinary Course of Business and on Arm's Length basis. Material Related
Party Transactions, i.e. transactions exceeding ten percent of the
annual consolidated turnover as per the last audited financial
statements, were entered during the year by your Company. Accordingly,
the disclosure of Related Party Transactions to be provided under
section 134(3)(h) of the Companies Act, 2013, in Form AOC - 2 is
applicable and attached in this report.
18. HUMAN RESOURCES
The well disciplined workforce which has served the company for two
decades lies at the very foundation of the company's major achievements
and shall well continue for the years to come. The management has
always carried out systematic appraisal of performance. The company has
always recognized talent and has judiciously followed the principle of
rewarding performance.
19. BUSINESS RISK MANAGEMENT
Although the company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a
compulsion. Therefore, in accordance with clause 49 of the listing
agreement the Board members were informed about risk assessment and
minimization procedures after which the Board formally adopted steps
for framing, implementing and monitoring the risk management plan for
the company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues. In today's challe nging and
competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative. The
common risks inter alia are: Regulations, competition, Business risk,
Technology obsolescence, Investments, retention of talent and expansion
of facilities.
Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk, legal risk. As a matter of policy, these risks are
assessed and steps as appropriate are taken to mitigate the same.
20. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with
policy adopted by the company. During the year, such controls were
tested and no reportable material weaknesses in the design or operation
were observed.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013, form part of the notes to the financial statements
provided in this Annual Report.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
23. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure 4".
24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, are not applicable.
25. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is as follows:
The company has one Executive Director to whom the Remuneration of Rs.
9,60,000 has been paid during the year. The particulars of the
employees who are covered by the provisions contained in Rule 5(2) and
rule 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are:
a) Employed throughout the year - One
b) Employed for part of the year - Nil
The remuneration paid to all Key management Personnel was in accordance
with remuneration policy adopted by the company
26. FIXED DEPOSITS
The Company has not accepted any public deposits during FY 2014- 15
within the meaning of Section 73 of the Companies Act, 2013 and the
rules made there under.
27. AUDITORS
27.1 STATUTORY AUDITORS
M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, the Auditors of
the Company retire at the ensuing Annual General Meeting and shall be
eligible for reappointed as the auditors of the Company from the
conclusion of this Annual General Meeting till the conclusion of the
next Annual General Meeting of the Company. As required under the
provisions of section 139(1) of the Companies Act, 2013, the Company
has received a written consent from Sandeep Ramesh Gupta & Co.,
Chartered Accountants to their appointment and a Certificate, to the
effect that their appointment, if made, would be in accordance with the
Companies Act, 2013 and the Rules framed thereunder and that they
satisfy the criteria provided in section 141 of the Companies Act,
2013. The Members are requested to ratify the appointment of the
Statutory Auditors as aforesaid and fix their remuneration. The Audito
rs' Report does not contain any qualification, reservation or adverse
remark.
27.2 SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. Sudhir Arya,
Practicing Company Secretary to undertake the Secretarial Audit of the
Company. In terms of provisions of sub-section 1 of section 204 of the
Companies Act, 2013, the Company has annexed to this Board Report as
Annexure B, a Secretarial Audit Report given by the Secretarial
Auditor. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
28. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed analysis of your Company's performance is discussed in the
Management Discussion and Analysis Report, which forms part of this
Annual Report.
29. CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the
Directors' Report and the certificate from the Practicing Comp any
Secretary confirming compliance of Corporate Governance norms as
stipulated in Clause 49 of the Listing Agreement with the Indian Stock
Exchanges is included in the Annual Report pursuant to clause 49 of the
Listing Agreements.
30. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management
Discussion and Analysis contain certain statements relating to the
future and therefore are forward looking within the meaning of
applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation in
actual results.
31. ACKNOWLEDGEMENTS
Your Board of Directors wishes their sincere thanks to Clients,
Government Regulators, Stock Exchanges, Statutory Bodies, Bankers, and
Agencies, and Business Associates for having extended their continued
support.
Your Directors would like to place on record their sincere appreciation
of the employees for their continuing support and unparallel efforts in
ensuring an excellent all-round operational performance.
Also Your Directors wish to extend their appreciation for the
wholehearted, sincere and continuous support & belief extended by the
members who have also been a tremendous source of support for the
company.
ON BEHALF OF THE BOARD OF DIRECTORS
RITU PRASAD RAJAT PRASAD
DIRECTOR MANAGING DIRECTOR
DIN: 02341947 DIN: 00062612
Place : New Delhi
Date : 05.12.2015
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