To the Members
Your directors have pleasure in submitting the 41st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2024.
Summary Of Financial Results: (Rs. in Lacs)
The summarized financial performance of the Company for the year under review as compared with previous year's figures are given hereunder:
OPERATIONAL REVIEW:
Gross revenues for this financial year stood at Rs. 0.11 Lakhs as against profit of Rs. 0.24 Lakhs in the previous year. After providing for depreciation and taxation the net profit of the Company for the year under review was placed at Rs. 0.09 Lakhs as compared to the profit of Rs. 0.18 Lakhs incurred during the previous year registering a growth in the revenues of the company. Company has delivered a slightly better performance both in terms of profitability and turnover driven by a strong focus on operational efficiency and market diversification.
DIVIDEND:
In view of Accumulated Loss in the Balance Sheet your directors do not recommend any dividend for the year under operation. The provisions of section 125(2) of the companies Act, 2013 does not apply to the company for the year under review.
SHARE CAPITAL:
The paid-up equity capital as on March 31, 2024 was Rs 1500.24 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2024 none of the Directors hold any instrument convertible into equity shares of the company. The Company has paid Listing Fees for the financial year 2024-25 to BSE Limited and CSE Limited, where its equity shares are listed.
FINANCE:
Cash and cash equivalents as at March 31, 2024 was Rs. 384.71 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories, and other working capital parameters were kept under strict check through continuous monitoring.
FIXED DEPOSITS:
The Company being a Non-Banking Financial Corporation (NBFC) has not accepted deposits and as such no amount on account of principal or interest on Public Deposits was outstanding as on the date of Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Being a NBFC Company Section 186 of Companies Act, 2013 is not applicable to the Company. The details of the investments made by company is given in the notes to the financial statements.
EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in prescribed Form MGT 9 is furnished in Annexure and is attached to this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee in consultation with the Statutory Auditor of the Company. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company does not have the requisite Net Worth nor has it achieved the requisite turnover nor it has the requisite net profit for the year for triggering the implementation of "corporate social responsibility" (CSR). Hence Section 135 of the Companies Act, 2013 is not applicable to the company for the period under review.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
Your Company is a Non-Banking Finance Company hence information regarding disclosure of conservation of energy is not applicable to it. However, as a part of national interest it ensures that energy consumption is kept at minimum. There is no technology involved as the Company is a Non-Banking Finance Company.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review the Company has NIL foreign exchange earnings/foreign exchange out flow.
DEBENTURES:
During the financial year under review, the Company has not issued or allotted any Debentures and does not have any outstanding Debentures.
DIRECTORS:
The Board of the company comprises with an optimum mix of Executive and Non-Executive Directors (including Independent Directors). Based on the Confirmation received none of the Director of the Company is disqualified for appointment under the applicable provisions of the Companies Act, 2013.
Changes in directors during the financial year 2023-24.
*Mrs. Malti Jaiswal has confirmed that there is no other material reason of resignation other than those provided.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and of the Listing Agreement and applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act and Regulation 17 of the SEBI (LODR) Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the Board Committees. The evaluation process considered the effectiveness of the Board and the committees with special emphasis on the performance and functioning of the Board and the Committees. The evaluation of the Directors was based on the time spent by each of the Board Members, core competencies, expertise and contribution to the effectiveness and functioning of the Board and the Committees.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Eight (8) Board Meetings, four (4) Audit Committee, four (4) Stakeholder Relationship Committee and four (4) Nomination and Remuneration Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The directors have prepared the annual accounts on a going concern basis. v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All Related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company during the year that would have required shareholder approval under applicable clauses and regulations of the Listing Agreement. All related party transactions are reported to the Audit Committee. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are planned and/ or repetitive in nature and omnibus approvals are taken within limits laid down for unforeseen transactions. The disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. The details of the transactions with related parties during 2022-23 are provided in the accompanying financial statements.
None of the Directors had any pecuniary relationship or transactions with the Company during the year under review.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.rgfcapitalmarkets.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being the respected companies in Corporate World, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Framed a Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and that no discrimination will be meted out to any person for a genuinely raised concern. A high-level Committee has been constituted which investigates the complaints raised. The Committee reports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Code has been posted on the Company's website www.rgfcapitalamarkets.com. All Board of Directors and the designated employees have confirmed compliance with the Code.
SECRETARIAL AUDIT REPORT:
Mr. Anand Khandelia, Practicing Company Secretary, having office at 7/1A, Grant Lane, R.No.206, Kolkata - 700001 has been appointed as Secretarial Auditors of the Company for financial year ended 31st March, 2024. The Secretarial Audit Report received from the Secretarial Auditor is annexed to this report as Annexure and forms part of this report.
AUDITORS:
M/s. Beriwal & Associates, Chartered Accountants (FRN: 327762E) have been appointed as Statutory Auditors of the Company for a period of 5 consecutive years from the conclusion of this Annual General held in the year 2024 till the conclusion of the Annual General Meeting of the company to be held in the year 2029 at a remuneration mutually decided between the board and the Auditor due to the casual vacancy caused by the death of the auditor of the company
CHANGE IN NATURE OF BUSINESS
There was no change in nature of business.
COST AUDIT
AS PER DIRECTIVES OF THE CENTRAL GOVERNMENT AND IN PURSUANCE TO THE PROVISIONS OF SECTION 148 OF THE COMPANIES ACT, 2013 READ WITH RULES FRAMED THERE UNDER, THE COMPANY IS NOT REQUIRED TO CARRY OUT AN AUDIT OF COST ACCOUNTS.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has implemented a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA). A Complaints desk has been set up to redress complaints received regarding sexual harassment and ongoing training is provided to employees as required by the SHWWA. During the financial year 2023-24 no complaint was received.
LISTING OF SHARES OF THE COMPANY
The equity shares of your Company continue to be listed with the BSE Limited and the Calcutta Stock Exchange (CSE). The listing fees due as on date have been paid to the respective stock exchanges. The ISIN No of the Company is INE684D01025.
PARTICULARS OF EMPLOYEES: (Rule 5(2) & Rule 5(1))
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, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.
a. The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year 2023-2024.
b. The Percentage increase in remuneration of each Director, Chief Executive Officer,
Chief Financial Officer, Company Secretary of the company.
c. The Percentage increase in the remuneration of employees in the financial year
2023-2024: - There was no increase in the remuneration of employees in the financial year 2023-2024.
d. In the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year.
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration : There was no increase in the remuneration of employees in the financial year 2023-2024.
f. Comparison of each remuneration of the managerial personnel against the performance of the company.
g. The key parameters for any variable component of remuneration availed by the Directors Apart from remuneration paid to the executive directors no remuneration is paid to the non executive directors of the company. h. The ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year. NONE i. Affirmation that the remuneration is as per the remuneration policy of the company. The Company affirms remuneration is as per the remuneration policy of the company.