To,
The Members,
R.R. SECURITIES LIMITED.
Dear Shareholders,
Your directors have pleasure in presenting herewith the 31st AUDITED ANNUAL REPORT together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2024.
FINANCIAL HIGHLIGHTS
During the financial year 2023-24, the financial operational result of the Company is as follows:
(Amount in Rs Lacs )
SHARE CAPITAL STRUCTURE
There was no change in Number of shares and value of shares in the Authorized, Issued, Subscribed and Paid-up Share Capital Structure of the Company during the year under review.
DIVIDEND
During the year under review as your company has earned a very small amount of profit and after considering the previous year losses if any your directors have not recommended any Dividend to be paid for the year.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND
The Company does not have any amount of Unpaid/Unclaimed Dividend as defined under section 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 other statutory amount like outstanding unpaid Refund Amount on Share Applications, unpaid interests or principal of Deposits and Debentures etc.
YEAR UNDER REVIEW
During the year under review your company had earned a total income of Rs. 16.43 Lacs (Previous year of Rs. 04.82 Lacs) from interest, rent and other income. After meeting with the day to day and total expenses (including depreciation) of Rs. 06.523 Lacs (Previous year was of Rs. 15.350 Lacs), Provisions of Depreciation and amortization of Rs. NIL/- (Previous year of Rs. Nil/-), Deferred Tax Liability Rs. NIL/- (Previous years Deferred Tax Assets of Rs. Nil/-) the company has earned a net profit after tax of Rs. 9.743 lacs (Previous year incured a net loss after tax Rs. 2.07 Lacs) which is carried to Balance sheet and shown as Profit & Loss Account under the head Resreve And Surplus (Other Equtiy) after net off of losses for the previous years.
OPERATIONS DURING THE YEAR:
During the year the company has earned other income in the form of Dividend, Interest and Rental income only. Except holding of the Securities on long term basis and some Real Estate property (LAND) during the year, your company has not done any other business activities during the year. However, the Management of the Company is identifying other opportunities to earn the income from the business of Trading of commodities such as Edible 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 in terms of section 68 of the Companies Act 2013. Hence no specific disclosure is required to be 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 loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company.
REGULATORY STATEMENT
In conformity with Regulations of SEBI (Listing Obligation and Disclosures Regulations), 2015 the Cash Flow Statement for the year ended 31.03.2024 is annexed hereto. The equity shares of the Company are listed on the BSE Ltd. The Company is regular in making timely compliance of every provision of the SEBI (LODR) 2015 as amended from time to time.
The Company has paid listing fees for the year 2024-25 to BSE Limited (The stock exchange- where the shares of the company are listed)
CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION AND ADAPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO.
As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are not applicable to your company as it is not engaged in Manufacturing Activity so, the rule relating to disclosure of details on Conservation of Energy, Technology Absorption and Adaption is not applicable to the Company and not given herewith.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the Year under review the Company has neither earned nor made any expenses on Foreign Exchange.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return in Form MGT-9 in compliance with Section 92 of the Companies Act 2013 read with applicable rules made there under is annexed to this report at Annexure - I.
DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013
The Company had not entered into related parties' transactions for sale/purchase of goods or services at preferential prices. However, the company had taken an unsecured loan from its Director during the year total outstanding amount payable at the year end was Rs 13,75,200/-. This being a financial transaction with Director it is shown in the Note No. 27 titled RELATED PARTY TRANSACTIONS as per requirements of AS-18. These transactions are also shown in the Form AOC-2 is attached at Annexure II.
APPLICABILITY AND MAKING PROVISION / SPENDINGS ON CSR ACTIVITIES:
During the year under review as well as during the past 3 continuous financial years, the company has not earned the Profit of Rs. 5 crore or more, its turnover is less than Rs. 1000 crores and the Borrowings are less then the limits prescribed for applicability of the provisions related to CSR.
ASSESSMENT OF THE PERFORMANCE OF THE BOARD OF DIRECTORS AND INDIVIDUAL DIRECTORS:
Regarding Performance Review of each of the member of the Board and also the performance of the various Committees and the Board, the Company has adopted the Model Code of Conduct for Independent Directors, Key Managerial Personnel as prescribed in Schedule IV to the Companies Act, 2013 and also as prescribed in the SEBI (Insider Trading) Regulations. The Company strictly follows the procedure to obtain necessary timely declarations from each of the directors and key managerial personnel from time to time.
This performance appraisal exercise is done on half yearly basis for each of the directors and on annual basis for Board and its committees. The performance evaluation methodology is active participation of each of the directors at every meeting, their activeness, their vigilance on supply of timely information, agenda documents etc. for each of the meetings. The performance of the Board and committees are based on the each of the business discussed, deliberated, various resolutions passed and compliances made by the company with various provisions of the law relating to corporate legislations and SEBI and Stock exchange provisions.
DEPOSITS
During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under section 73(1) of Companies Act 2013 (section 58A of Companies Act, 1956). The Company has filed form DPT-3 in prescribed form with the office of the Registrar of Companies, various transactions it claims to be exempted as Deposits as per Rule 2 of the Companies (Acceptance of Deposit) Rules 2014.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE:
The Company's Total paid up equity share capital is less than Rs. 10 crores and its total Net worth is less than Rs. 25 crores, Hence, the Company is being treated as Small Company and as such as per SEBI (LODR) 2015 Regulation Number: 15(2) your company is exempt from making compliance with Regulations No. 17 to 27, Clause- B to I of Sub Regulation 2 of Regulation 45 and Para C, D and E of Schedule V. Accordingly, except the statement on" Management Discussion and Analyses Report," your Directors have though formed the sub Committees of the Board as per requirements of Corporate Governance and they are operational, however, no detailed Report on Compliance with Conditions of Corporate Governance report are given here with. The Company is exempted from providing report on Corporate Governance in accordance with regulation 34(3) and schedule V(C) to the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
DEMATERIALISATION OF SECURITIES:
Your Company's Equity shares are admitted in the System of Dematerialization by the Depositories namely NSDL. The Company has signed tripartite Agreement through Registrar and Share Transfer Agent LINK INTIME INDIA (P) LIMITED. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 474 H 01014.Total Share dematerialized up to 31st March 2024 were 1,81,700 which constitute 6.020% of total capital. Your directors request all the shareholders to dematerialize their shareholding in the company as early as possible through their Demat Accounts with NSDL or to open a separate account with NSDL.
Disclosures with respect to demat suspense account/ unclaimed suspense account
(1) The listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable: NOT APPLICABLE
(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year; NIL
(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year; NIL
(c) number of shareholders to whom shares were transferred from suspense account during the year; NIL
(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year; NIL
(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. NIL
DIRECTORS AND KMP AND CHANGES AMONGST THEM DURING THE YEAR
Mr. RAJENDRABHAI BABULAL SHAH (DIN: 00394384) Chairman and Director of the Company retires by rotation as per provisions of the Act at this Annual General Meeting. However, being eligible offers himself for reappointment. Your directors recommend passing of necessary resolution appointing her as Director of the Company. There was no change in the constitution of the Board of Directors during the year. There were no changes in the KMP being Company Secretary or Chief Financial Officer of the Company during the year.
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 the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and also as per SEBI (LODR) 2015 and pursuant to provisions of the Listing Agreement with the Stock Exchanges.
However, both the independent directors are yet to get themselves registered as Independent Directors on the website of Indian Institute of Corporate Affairs, IICA. The last date for such Registration is extended by the Ministry corporate affairs up to 30th September 2020.
The Directors will take necessary actions at their individual level. The Company has taken up the matter with them to complete the process of Registration and passing of the requisite examinations as early as possible. A Certificate from Practicing Company Secretary regarding non disqualification of directors is attached here with.
MANAGING DIRECTOR CFO AND CS AND OTHER KMP:
Mrs. Rita R. Shah is the Managing Director of the Company, she holds the Position of Managing Director only up to 30th September 2023. However, she is eligible and willing to act as Managing Director of the Company. A Special Resolution for her appointment and authorizing the Board of directors to fix her remuneration was already passed at the Annual General Meeting for another 3 years from 01/10/2023 to 30/09/2026.
Mr. Rajendra Babulal Shah the Chairman and Director is professionally qualified Company Secretary. He has rich experience of 35 years in Corporate Management and Legal and Secretarial Compliances by a Company. Both of them being promoters looking after the day-to-day business and management of the affairs of the Company.
In addition, Mr. Birju R Shah is appointed as Chief Financial Officer of the Company. He has rich experience in Corporate Accounting and Taxation (both Direct and Indirect). Mr. Mahendra Natverlal Soni is a Qualified Company secretary. He is appointed as CS and Compliance Officer.
DETAILS OF THE BOARD AND GENERAL MEETINGS HELD AND ATTENDANCE OF DIRECTORS AT THE MEETINGS:
During the year, the company held total 6 Board meetings on 30/05/2023, 14/08/2023, 21/09/2023, 09/11/2023, 12/02/2024 and 30/03/2024. All the 4 Directors were present at all the board meetings to consider various businesses and pass necessary resolutions.
The Meeting of the Independent Directors was held once only on 30/03/2024 to make evaluation of every member of the Board i.e., individual Directors and to access and evaluation for effectiveness and efficiency of Board as a whole.
The Company held one 30th Annual General Meeting of its shareholders in physical mode on Sunday the 21/09/2023.
The Company has disclosed all the material information to the stock exchanges and the Registrar of Companies Office in time as per requirements of law and SEBI (LODR) 2015.
Directors present at the Meeting of board:
AUDIT COMMITTEE, ITS VARIOUS MEETING SHELD AND PRESENCE OF ITS MEMBERS:
The audit committee of the Board of Directors, its members, and details of their meetings held and details of the directors present at the meetings are as under:
Directors present at the Audit Committee Meeting:
(A) FUNCTION OF AUDIT COMMITTEE:
The audit Committee is headed by Shri Manish G Patel as Chairman. He is further assisted 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 the proceedings and business discussed and transacted. The Committee reports and takes action on Internal Auditor's Report. All committee reports and minutes are placed before the Board in all its meetings for information, guidance, directions and record keeping. In addition, the Committee also reviews the reports of the Internal Auditors and obtains guidance from the internal auditors, statutory auditors and other professionals of corporate repute from time to time to make timely compliances and payment of statutory dues.
(B)ROLE AND RESPONSIBILITY OF AUDIT COMMITTEE:
The Committee acts as a bridge between the Statutory and the Internal Auditors and the Board of Directors of the Company. It is authorized to select and establish accounting policies, review reports of the Statutory and the Internal Auditors and meet with them to discuss and deliberate their suggestions, findings and other related matters. Further, the committee is authorized to, inter alia, monitor, review and evaluate the
Auditor's independence, performance and effectiveness of the audit process, oversight of the Company's financial reporting process and the disclosure of its financial information, and review the quarterly, half yearly and annual financial statements before submission to the Board for approval. Further the committee is liable to examine the financial statements and the Auditors' Report thereon, approve transactions of the
Company with its related parties including consequent modifications thereof, grant omnibus approvals subject to fulfillment of certain conditions, analyze inter-corporate loans and investments, valuation of undertakings or assets of the Company wherever it is necessary. Further, it is also empowered to review the Management Discussion and Analysis of financial condition and results of operations and statement of significant related party transactions. It also looks into any other matter as referred to it by the Board of Directors from time to time.
Generally, all the items stated in Section 177(4) of the Companies Act, 2013 and Point A of 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 Committee has been granted powers as prescribed under provisions of the Regulation 18(2)(c) of the aforesaid Regulations and reviews all the information as prescribed in Point B of the Part C of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Formation of Audit Committee in Compliance to Section 177 of the Companies Act, 2013 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 company has formed an Audit Committee within the Organization consisting of 2 independent directors and one promoter director who is Executive Whole Time Director. An Internal Auditors have been appointed as Advisors in their professional capacity on this committee. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in SEBI (LODR) and the Companies Act 2013 and the Listing Agreement for implementation of code of corporate governance. The Committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purposes. The detail of powers, responsibilities and system of functioning of this committee is as per the requirements of SEBI (LODR) 2015. However, due to exemption being availed of the SEBI (LODR) Provisions by the company by virtue of its size and financials, a detailed report on Corporate Governance is not given here with.
MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE:
The Committee for Nomination and Remuneration meet once only on 30/03/2024 to review the overall policy implementation, H R Policy, Manpower recruitment policy, easing of the procedures for wage revision for employees including that of the Managing Directors within the overall financial position of the company. The Committee omnibus power to shri Rajendra B Shah, member of the Committee to ensure proper implementation of the policy and various decisions taken at such meeting.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders relationship Committee meet 4 times in a year and the presence of the members of the committee were as under:
The committee met and review the performance of the Registrar and Share Transfer Agent M/s. Link Intime India Private Limited, their effectiveness in confirming the Shares Demat/ Remat requests, resolutions of the investors complaints and other share department related queries including the downloading of the shareholders Data/ BENPOS position on weekly basis/ monthly basis/ quarterly basis, the correctness of the data provided for Shareholdings Pattern, timely disclosures required to be made by every Promoters/ Directors/ KMP and their relatives to the company and stock exchanges etc.
The committee Expressed its satisfaction over the performance of the RTA. The Committee also took on record and expressed its satisfaction over the company's ability to service its various other stakeholders such as Customers, Creditors, Employees, relation with various government departments etc.
MATERIAL CHANGES
Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.
EMPLOYEES
There are no employees of the company who were in receipt of the remuneration of Rs.1.2 crore in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 8,50,000/- Per Month in the aggregate if employed for a part of the year under review. Hence the information required under Section 197 (12) of the Companies Act, 2013 read 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
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given as there ae o material employees and no substantial salary is being paid to any Directors and KMP. Further, particulars of employee's remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable since there was no employee of the Company including Executive Directors who was in receipt of remuneration in excess of the limits set out in the said rules
SUBSIDIARY/ ASSOCIATE/ GROUP COMPANIES AND TRANSACTIONS WITH EACH OF THEM:
Your Company does not have any subsidiary / Associate or Group Companies or other entity in which Directors may have substantial interests and whose accounts required to be consolidated with the Company's financial statements. The company during the year had not done any financial transactions with such entities/ body corporate/ companies.
However, disclosure related to related party transactions as required to be made pursuant to provisions of AS-18 is given by way of notes to the Accounts which are self-explanatory.
ADEQUCY OF INTERNAL FINANCIAL CONTROLS
The Company has in place robust internal control procedures commensurate with its size and operations. Company has the internal controls Department headed by Internal Auditor of the company. The Board of Directors is also responsible for the internal control system, sets the guidelines, verifying its adequacy, effectiveness and application. The Company's internal control system is designed to ensure management efficiency, measurability and verifiability, reliability of accounting and management information, compliance with all applicable laws and regulations, and the protection of the Company's assets so that the company's main risks (operational, compliance-related, economic and financial) are properly 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, 2015, the Company has adopted Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Directors, Designated Employees and Connected Persons while in possession of unpublished price sensitive information in relation to the securities of the Company. The code of conduct is available at the Company's website at www.rrsecurities.com under investor Portal
POLICIES
A. POLICY ON RELATED PARTY TRANSACTIONS
SCOPE AND PURPOSE OF THE POLICY
Related party transactions can present a potential or actual conflict of interest which may be against the best interest of the company and its shareholders. Considering the requirements for approval of related party transactions as prescribed under the Companies Act, 2013 ("Act") read with the Rules framed there under and
Clause 49 of the Listing Agreement (as amended by SEBI Circulars dated April 17, 2014 and September 15, 2014), our Company has formulated guidelines for identification of related parties and the proper conduct and documentation of all related party transactions.
Also, various provisions of the SEBI (LODR) 2015, being Listing Agreement requires a company to formulate a policy on materiality of related party transactions and dealing with related party transactions. In light of the above, our Company has framed this Policy on Related Party Transactions ("Policy"). This Policy has been adopted by the Board of Directors of the Company based on recommendations of the Audit Committee. Going forward, the Audit Committee would review and amend the Policy, as and when required, subject to the approval of the Board.
OBJECTIVE OF THE POLICY
The objective of this Policy is to set out (a) the materiality thresholds for related party transactions and; (b) the manner of dealing with the transactions between the Company and its related parties based on the Act, Clause 49 of the Listing Agreement and any 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 of related parties as prescribed under Section 2(76) of the Act read with the Rules framed there under and Clause 49 of the Listing Agreement.
b) Identification of related party transactions: -
The Company has formulated guidelines for identification of related party transactions in accordance with Section 188 of the Act and Clause 49 of the Listing Agreement.
DISCLOSURES
The Company shall disclose, in the Board's report, transactions prescribed in Section 188(1) of the Act with related parties, which are not in ordinary course of business along with the justification for entering into such transaction. During the year there was only a one transaction of payment for rent to Mrs. Vasuben B Shah which was within the powers of the Board of Directors and is disclosed in form AOC-2 attached.
B. FAMILIARIZATION POLICY FOR INDEPENDENT DIRECTORS PURPOSE AND OBJECTIVE OF THE POLICY
The Program aims to provide insights into the Company to enable the Independent Directors 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 Managerial Personnel conducts programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.
Such programmes/presentations provide an opportunity to the Independent Directors to interact with the Senior Management of the Company and help them to understand the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time.
The programmes/presentations also familiarize the Independent Directors with their roles, rights and responsibilities.
When a new Independent Director comes on the Board of the Company, a meeting is arranged with the Chairperson, Managing Director, Chief Financial Officer to discuss the functioning of the Board and the nature of the operation of the Company's business activities.
New Independent Directors are provided with copy of latest Annual Report, the Company's Code of Conduct, the Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices, Schedule of upcoming Board and Committee meetings.
The Company provides the Directors with the tours of company's facilities from time to time.
A detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, insurance cover, Tata Code of Conduct and obligations on disclosures, is issued for the acceptance of the Independent Directors.
C. RISK MANAGEMENT POLICY
LEGAL FRAMEWORK
Risk Management is a key aspect of the "Corporate Governance Principles and Code of Conduct" which aims to improvise the governance practices across the Company's activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.
BACK GROUND AND IMPLEMENTATION
The Company is prone to inherent business risks. The objective of Risk Management Policy shall be identification, evaluation, monitoring and minimization of identifiable risks. This policy is in compliance with the amended Clause 49 of the Listing Agreement (w.e.f 1st October 2014) which requires the Company to lay down procedure for risk assessment and procedure for risk minimization. The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.
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. As the Company is not coming within the TOP-200 Companies of the BSE (The Stock Exchange List), this requirement is not applicable to the company.
D. CORPORATE SOCIAL RESPONSIBILITY POLICY
Indias new Companies Act, 2013 has introduced several new provisions which change the face of Indian corporate business. One of such new provisions is Corporate Social Responsibility (CSR). As per Section 135 of the Companies Act, 2013, it provides the threshold limit for applicability of the CSR to a Company i.e. (a) net worth of the company to be Rs 500 crore or more; (b) turnover of the company to be Rs 1000 crore or more; (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 the Company. So, any CSR Activities have not been undertaken by the Company & has not made Corporate Responsibility Committee.
E. VIGIL MECHANISM POLICY
Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.
As per SEBI (Listing Obligations and Disclosure Requirement), 2015 between listed companies and the Stock Exchanges, inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called Whistle Blower Policy for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company's code of conduct.
POLICY:
In compliance of the above requirements, R R Securities Limited, being a Listed Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism.
The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide 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 their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.
F. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (POLICY WHERE MORE THAN 5 WOMEN WORKING) AND ELIMINATION OF CHILD LABOUR POLICY.
The Company is not employing more than 4 women employees as well as the Company is not employing any child labor. So, these both policies are not applicable to the Company. The Company is not filing annual return under POSH with the office of the District Collector.
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 extent if any accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards had been followed along with proper explanation relating to material departures;
ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible 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 after the profit or loss of the company for that period;
iii) The Directors have taken proper and sufficient care for the maintenance of the 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;
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 financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi) The Director had devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of section 149(6) of the 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 a Whole Time Director nor a manager or a Nominee Director.
(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.
(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.
(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.
(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately 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 been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which he is proposed to be appointed.
(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of (i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR
(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;
(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR
(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR
(v) Who possesses such other qualifications as may be prescribed.
(vi) The Independent Directors are yet to get themselves registered on the website of the India Institute of Corporate Affairs as Independent Director.
DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178
In compliance with Section 178 (1) as also in compliance with SEBI (LODR) 2015 and of the Listing Agreement, the Board of Directors does hereby declare that:
a. The Company has proper constitution of the Board of Directors including independent directors in proportion as per requirement of SEBI (LODR),2015. Subject to the conditions that both Independent Directors are not registered on the website of Independent Directors and they have yet not passed the requisite qualifying examination. As they are appointed for 5 years up to the date of AGM for the financial year 2023-24, they continue to hold the position of independent directors.
b. The Company has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Audit Committee as per requirements of the SEBI (LODR) 2015 and of the Listing Agreement and provisions of the Companies Act 2013.
c. The Company has the policy for selection and appointment of independent directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity & loyalty towards their duties.
d. The Company does not pay any managerial remuneration to its Managing Directors and Directors because of Company's weak financial position.
e. The Independent Directors are not paid any sitting fee for attending Board and other committee meetings as decided by the Board from time to time.
f. The Company is not paying any commission on net profits to any directors.
AUDITORS
STATUTORY AUDITOR
Chartered Accountants M/s. S D P M & Co., (ICAI Firm Registration No. 126741W) are the present Statutory Auditors of the company are appointed up to the financial year 2024-25. Their reappointment is required to be confirmed/ ratified by shareholders at the Annual general Meeting including the remuneration payable to them. As per the amendments made by the Central Government in the Companies (Audit and Auditors) Rules 2014, now there is no requirement for passing of the Resolution for Appointment of the Statutory Auditors at every annual general meeting, but in order to authorize the Board of Directors to fix their remuneration for the next financial year, necessary resolution is proposed for approval and passing by shareholders at the ensuing Annual General meeting.
INTERNAL AUDITORS
The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditor as per suggestion of auditors as well as in compliance with the SEBI (LODR) 2015, in order to strengthen the internal control system for the Company. However, as in the company during the previous financial year, there were not much financial transactions or trading business activities, looking to the size of the company and its business operations and transactions, the matter is being discussed with the statutory auditors on making of compliance with these requirements. Currently Mr. Rajendra B Shah, Director of the Company is acting as an Internal Auditors and they are submitting their report to the Audit Committee and the statutory Auditors for their review, commend for suggestion of any corrective steps required to be taken by the company.
SECREATARIAL AUDITOR
The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditor for the financial year 2023-24. They have given their report in the prescribed form MR-3 which is annexed to this report as an ANNEXURE-IV.
OBSERVATION OF THE SECRETARIAL AUDITOR
I. The Company has yet not appointed an Independent Chartered Accountants as an Internal Auditors as Required by the SEBI (LODR) 2015.
II. The Company is not properly maintaining and updating its website as per requirements of SEBI (LODR) 2015 and the provisions of the Listing Agreement.
III. The Promoters Shareholding is yet not Dematerialize for their Equity Shareholding.
IV. The Independent Directors of the Company are not registered on IICA website and they have also not passed the requisite qualifying examination.
V. The Company has acquired separate computer system, and software to maintain the structured digital database for all its Promoters, Directors, KMP their relatives and all other interested for each of the Insider informative transactions as per requirements of the SEBI in compliance to Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations. However, Updation of information in the software is pending.
VI. The Company is yet to admit its Securities for Dematerialization with CDSL the depository.
MANAGEMENT CLARIFICATIONS:
As there are no much financial transaction within the Company it has yet not appointed an Independent Chartered Accountants as the Internal Auditors. However, one of the Director Mr. Rajendra B Shah who is professionally qualified Company secretary is looking after the Internal Audit functions of the company and is submitting his reports to the Audit Committee and the statutory auditors.
The Company is in process of updating of its website by uploading requisite information as early as possible.
The Company has also instructed its Independent Directors to register themselves on dedicated website www.independentdirectorsdatabank.in and to pass the requisite examinations as may be required within the time. They have assured the company to do so in the next financial year.
The Company is taking effective steps to admit its equity securities in CDSL for dematerialization. The Promoters and Directors of the Company are in process to dematerialize their Shareholding in the current year.
The Company is in process of Updation of information relating to insider trading and generation of master data of all insiders including all promoters, directors, KMP and their relatives in specific software.
Other observations of the Secretarial Auditors are self-explanatory.
AUDITORS OBSERVATION
There are no other specific adverse observations made by the statutory Financial Auditors in their report. However, notes to the Accounts itself are clarificatory and self-explanatory in the nature.
OTHER STATUTORY DISCLOSURES:
The Board does hereby declare that during the year No events have occurred which may have substantial effect on the Going concern status of the Company. Further the Company continued with its policy on accounting of financial transactions and that there have been no deviations or material departure made.
During the Financial year, there has been no material Orders are passed or penalties imposed on or no court cases are filed against the Company or any of its directors or Key Managerial Personnel and that none of them are disqualified in any respect.
The details on various corporate policies adopted by the management are given elsewhere in this report.
APPRECIATION
Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and clients. Your Directors also keenly appreciate the dedication & Commitment of all our employees, without which the continuing progress of the company would not have been possible.