REPORT ON CORPORATE GOVERNANCE
The Company is committed to good corporate governance practices. The Company continues to take such steps which ensure good corporate governance practices, transparency and enhance the shareholders' value.
B. Board of Directors:
Composition, Meetings and Attendance:
The Board of Director comprises of four Directors with all of them being Non-Executive Directors. Fifty percent of the total strength of the Board comprises of Independent Directors.
During the financial year ended 31st March 2016, the Board met Four times on 29.05.2015, 12.08.2015, 28.10.2015, and 10.02.2016.
One meeting of Independent Directors was held on 12/08/2015. Last Annual General Meeting was held on July 31, 2015
As required under the erstwhile Clause 49 of the listing agreement and the SEBI (Listing Orders and Disclosure Requirements) Regulation, 2015, none of the Directors is the member of more than ten board level committees nor the chairman of more than five committees in which he/she is the member. Further, all the directors have confirmed that they do not serve as an independent director in more than seven listed companies or where they are whole-time director in any listed company, and then they do not serve as independent director in more than three listed companies.
Information supplied to the Board
The Board has complete access to all the information of the company and is regularly provided advanced detailed information as part of the agenda papers or is table therein. The following information is regularly provided to the Board as part of the agenda papers:
- Annual and quarterly financial statements of the Company
- Minutes of the meeting of the Audit Committee and other committees of the Board
- Annual business plan
- Information on recruitment and remuneration of senior officers just below the level of Board including the appointment or removal of CFO and Company Secretary
- Materially important notices of show cause, demand, prosecution and penalty
- Any material default in financial obligations to and by the Company or substantial non-payment for goods sold by the company
- Any issue involving possible liability/claims of substantial nature.
- Details of any joint venture or significant collaboration agreement.
- Quarterly disclosure of all the investments made
- Material non-compliance of any regulatory, statutory nature or listing requirements and shareholders service, such as non-payment of dividend, delay in share transfer and others.
- Quarterly review of compliance status under various laws applicable to the Company.
- Corporate Social Responsibility activities
- Related party transactions.
C. Remuneration to Director
No remuneration is paid to any of the Directors.
D. Committee of the Board:
The company has five Board level committees - Audit Committee, Stakeholder Relationship Committee, Corporation Social Responsibility Committee, Nomination & Remuneration Committee and Risk Management Committee.
All decisions pertaining to the constitution of the Committees, appointment of members and fixing of terms of service for Committee members are taken by the board of Directors. Details of the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below.
a) Audit Committee:
The Company has constituted an Audit Committee. As on 31/03/2016 the Audit Committee comprises of Mr. Rajesh Chokhani and Mr. Pravin Gupta, both independent Directors and Mr. Ramakant R. Chokhani. Mr. Pravin Gupta is having expert knowledge in financial and accounting knowledge.
During the financial year 2015-16, the Audit Committee met four times on 29/05/2015, 12/08/2015, 28/10/2015 and 10/02/2016.
The Audit Committee had adequate powers and detailed terms of reference to play effective role as required under SEBI (LODR) Regulations, 2015.
The Compliance Officer acts as the Secretary of the Committee.
b) Nomination & Remuneration Committee:
Nomination & Remuneration Committee as on 31/03/2016 comprises of three members viz. Mr. Ramakant R Chokhani, Mr. Rajesh Chokhani and Pravin Gupta. The Committee met once during the financial year on 28th October 2015. The primary function of the Committee is to recommend to the Board on appointment or reappointment of Directors, remuneration of Key Managerial Personnel, formulate criteria for evaluation of independent Directors, Board diversity, identification and selection of persons who could be appointed as independent directors. etc.
c) Stakeholder Relationship Committee:
The Stakeholder Relationship Committee consists of three members viz. Mr. Ramakant R. Chokhani, Chairman Mr. Rajesh Chokhani and Mr. Pravin Gupta as its members to look into redressal of Shareholders and investors grievances with respect to transfer of Shares, dematerialization of shares, non receipt of declared dividend or Annual report etc. and other matters relating to shareholder relationship. The shareholders grievance committee met five times during the year. During the year ended on March 31, 2016 the Company did not receive any complaint from any of its members.
d) Corporate Social Responsibility (CSR) Committee:
The Corporate Social Responsibility Committee as on 31st March,2016 consists of three members viz. Mr. Ramakant R Chokhani, Chairman, Mr. Pravin Gupta and Mr. Rajesh Chokhani as members. The Committee met once during the financial year under review on 28th October, 2015. The primary function of the Committee is to enhance the quality of lift and economic well being of communities, monitor implementation of the CSR projects approved by it and recommend changes in CSR policy of the Company to the Board. During the year the Company had made provision of Rs.6,48,617 on CSR activities. A detailed report on CSR activities is annexed as Annexure V and forms part of this report.
e) Risk Management Committee:
The Risk Management Committee as on 31/03/2016 comprises of three members viz. Ramakant R Chokhani, Chairman, Mr. Rajesh Chokhani and Mr. Pravin Gupta members. The Committee met once during the financial year under review on 28Th October, 2015. The primary function of the Committee is to review the major risks identified by the management, along with its mitigation plan, monitoring and reviewing the Company's risk management plan and to apprise the Board on risk assessment plan and to appraise the Board on risk assessment and minimization procedure.
E. Name and Designation of Compliance officer:
Mr. Manish Parikh Compliance officer Chokhani Securities Limited.
5A, Maker Bhavan No.2, New Marine Lines, Mumbai 400 020
a) Disclosure of related party transactions:
No transaction of material nature has been entered into by the Company with its Promoters, Directors or the management or relatives etc. that may have potential conflict with the interest of the Company.
b) Disclosure of Accounting Treatment in Preparing of Financial Statement
The Company follows the guidelines of Accounting Standards referred to in Section 133 of the Companies Act,2013 read with the Rule 7 of the Companies (Accounts) Rules, 2014 together with early adoption of Accounting Standard 30 'Financial instruments: Recognition and Measurement' and the consequential limited revisions to certain Accounting Standards issued by the ICAI.
c) Disclosure of non-compliance by the Company
There were no instances of non-compliance or penalty, strictures imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to Capital Markets during the last three Years.
d) CEO and CFO Certification
The CEO and CFO certification of the Financial Statements for the financial year 2015-16 is enclosed at the end of this report.
G. General Shareholder Information: a) Dividend
The Board of Directors has not recommended any dividend for the financial year 2015-16
The Company's shares are listed on the BSE Ltd. The Company has paid Annual Listing fees up to financial year 2015-2016.
Scrip code on the Stock Exchange, Mumbai 511742
Demat ISIN for NSDL and CDSL INE 583 D 01011
c) Share Transfer System:
Share transfer requests received for transfer of shares in physical form are processed by the Share Transfer Agents and Share Transfer Register prepared within seven days from the date of receipt. Investor Grievance Committee approves the transfers and immediately there after the Agents dispatches the share certificates to respective transferees. It is ensured that the share certificates duly transferred are dispatched within fifteen days from the date of its lodgment. Demat requests are normally confirmed within an average of 15 days from the date of receipt.
f) Dematerialization of Shares:
Total number of Shares
In Demat form as on 31st March, 2016 : 45,96,680 (97.83%)
In Physical form : 1,01,820 (2.17%)
g) The Company has not issued any GDRs / ADRs/ warrants or any Convertible instruments.
h) Details of Public Funding Obtained in the Last Three years: No public funding has been obtained in the last three years.
i) Financial Calendar for the year 2016-2017 (Provisional)
A. Results for the first quarter ending on June 30, 2016: By end of July, 2016
B. Results for the second quarter ending on September 30, 2016 :By end of October, 2016
C. Results for the third quarter ending on December 31, 2016 :By end of January, 2017
D. Results for the fourth quarter ending on March 31, 2017 :By end of May, 2017
E. Finalization of Accounts for the year ended March 31, 2017 :By end of May, 2017
F. Annual General Meeting for the year ending March 31, 2017 :By end of July, 2017
j) Means of Communication:
The Company published its quarterly, half yearly and yearly results in prescribed form under erstwhile Clause 41 of the listing agreement and SEBI (LODR) Regulations, 2015 within the stipulated time limit. The results are sent to the stock exchanges where the shares are listed and the same are published in leading newspapers in English and in vernacular language of Mumbai. The financial results and official news releases are also displayed on the Company's website viz. rrcfinancials.com . As such the Company does not send unaudited results to shareholders individually.
k) Annual General Meeting
The 23rd Annual General Meeting of the members of the Company is scheduled to be held at 11.00 a.m. on Friday, 29th July, 2016 at 5A-Maker Bhavan No.2, Sir Vithaldas Thakersey Marg, New Marine Lines, Churchgate, Mumbai 400 020.
l) Details of book closures:
From 23.07.2016 to 29.07.2016 (both days inclusive)
m) Postal Ballot
During the current year, no approval of shareholders was taken through Postal Ballot.
n) Registrar and Transfer Agents:
M/s Universal Capital Securities P LTD (Formerly Mondkar Computers Pvt. Ltd.)
21, Shakil Niwas, Opp. Satya Sai Baba Temple, Mahakali Caves Road, Andheri (East), Mumbai 400 093 Telephone: 28207203-05 Fax: 28207207
Address for correspondence:
5A, Maker Bhavan No.2 Sir Vithaldas Thakersey Marg, New Marine Lines, Churchgate, Mumbai-400 020 Ph. 91 22 2200 7772/73 Place: Mumbai
M/s Universal Capital Sec P Ltd (Mondkar) Shakil Niwas, Opp. Satya Sai Baba Temple Mahakali Caves Road, Andheri (East), Mumbai 400 093
Telephone: 28207203-05 Fax: 28207207
As provided under SEBI (Listing Order and Disclosure Requirements) Regulations, 2015, this is to confirm that all the members of the Board and the Senior Management have affirmed compliance with the code of conduct for the year ended 31st March, 2016.
For Chokhani Securities Ltd.
Sd/- Ramakant R Chokhani
Place : Mumbai
Date : May 30, 2016