I. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company's philosophy on Corporate Governance is to attain highest standards of transparency, accountability and business prosperity with the ultimate objective to enhance long-term economic value of the Company, its shareholders. Your Company will continue its efforts towards raising its standards in Corporate Governance and will also review its system and procedures constantly in order to keep pace with the changing economic environment.
Key elements of good corporate governance principles include honesty, trust and integrity, openness, performance orientation, responsibility and accountability, mutual respect, and commitment to the organization.
Your Directors and Management have developed a model of governance that aligns the values of the corporate participants and have ensured timely and adequate evaluation of this model periodically for its effectiveness. Senior Executives have conducted themselves honestly and ethically, especially concerning actual or apparent disclosure in financial reports and Statements.
Corporate Governance is not just a discipline imposed by the regulator, rather a culture that guides the Board, management and employees to function towards best interest of stakeholders. It involves essentially a creative, generative and positive thinking activity that adds value to the various stakeholders that are served as end customers of the Corporate Entity.
2. BOARD OF DIRECTORS
Brief Resume of the Directors to be appointed/re-appointed during the year:
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.
DETAILS DF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2DI4-2DI5
Thirteen meetings of the Board of Directors held during the period under review. The Board regularly met to consider amongst other business matters, the quarterly performance of the Company, financial results & activities. Directors attending the meeting actively participated in the deliberations at these meetings.
3. Committees of the Beard
Currently, the Board has three committees, the Audit Committee, the Remuneration Committee and the Shareholders' Grievance Committee. The Board is responsible for constituting, assigning, co-opting and fixing terms of service for committee members. The Committees appointed by the Board focus on specific areas and make informed decisions within the authority delegated.
The chairman of the Board, in consultation with the Compliance Officer and the committee chairman, determines the frequency and duration of the committee meetings. Normally, Audit Committee meets four times a year, whereas the shareholders' committee and remuneration committee meet as and when the need arises. recommendations of the committees are submitted for the Board's approval. The quorum for meetings is either two members or one -third of the members of the committee, whichever is higher.
(a) Terms of Reference
The terms of reference of this Committee are very wide and are in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Besides having access to all the required information from within the Company, the Committee can obtain external professional advice whenever required. The Committee acts as a link between the Statutory and the Internal Auditors and the Board of Directors of the Company. It is authorised to, inter alia, I review and monitor the Auditor's independence and performance, effectiveness of audit process, oversight of the Company's financial reporting process and the disclosure of its financial information, review with the management, the quarterly and annual financial statements and auditor's report before submission to the Board for approval, examine the financial statement and the auditors' report, select and establish accounting policies, review Reports of the Statutory and the Internal Auditors and meet with them to discuss their findings, suggestions and other related matters. The Committee is also empowered to, inter alia, review the remuneration payable to the Statutory Auditors and to recommend a change in the Auditors, if felt necessary.
(b) Composition, Name of the Members and Chairman of the Audit Committee
During the year 2014-2015, Audit Committee of the Company comprised of three Directors out of which one is Non- Executive (Independent Director).
(c) Meeting and Attendance
The Audit committee met Four times during the period viz 15.05.2014, 29.08.2014, 14.11.2014, 14.02.2015. The representative of the Statutory Auditor is invitee to audit committee meetings. The details of attendance of the members at the meetings are as under:- In addition, the statutory Auditors and the Internal Auditors are invited to attend the meeting of the Audit Committee.
(d) Scope of Audit Committee:
Ø Reviewing the adequacy of the Internal Control System of the Company.
Ø Reviewing the Quarterly and half-yearly financial statements before submission to the board for approval.
Ø Reviewing the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
Ø Reviewing the annual financial statements before submission to the board for approval, in regard with:
(1) Matters to be included in the Director’s responsibility statement to be included in the Board’s report in terms of Section 134 of the Companies Act, 2013.
(2) Changes in Accounting policies
(3) Compliance with the Listing and other legal requirements relating to financial statements
(4) Disclosure of any related party transactions
(5) Qualifications in the draft Audit report.
Ø Reviewing, with the management, performance of statutory and internal auditors, the adequacy of internal control systems and suggesting for improvement of the same.
Ø Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
Ø Reviewing the findings of any internal investigations by the internal auditors into matters where there is any suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
Ø Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as have post audit discussion to ascertain any area of concern
Ø Fulfill such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board or the Chairman of the Board, or as may be required by law or regulation.
NOMINATION AND REMUNERATION COMMITTEE
a) Terms of Reference
The Nomination and Remuneration Committee has been vested with the authority to, inter alia, recommend nominations for Board Membership, develop and recommend policies with respect to composition of the Board commensurate with the size, nature of the business and operations of the Company, establish criteria for selection to the Board with respect to the competencies, qualifications, experience, track record, integrity, establish Director retirement policies and appropriate succession plans and determine overall compensation policies of the Company. The terms of reference of this Committee are very wide and are in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement.
b) Composition, Name of the Members and Chairman of the Nomination and Remuneration Committee
During the year 2DI4-2DI5, Nomination and Remuneration Committee of the Company comprised of three Directors out of which one is Non- executive (Independent Director).
(c) Meeting and Attendance
The Nomination and Remuneration Committee met two times during the period. The representative of the Statutory Auditor is invitee to audit committee meetings.
Consequent to cessation due to death as a Director in the Company, Mr. Raghunandan Prasad has ceased to be a Member and the Chairman of the Committee. Ms. Ritu Prasad has been appointed as the Chairman of the Committee.
(d) Scope of Audit Committee:
> The scope of the Committee includes review of market practices and decides on remuneration packages applicable to the Chairman & Managing Director, the Executive Director(s) etc., lay down performance parameters for the Chairman & Managing Director, the Executive Director(s) etc. and review the same.
> In addition to the above, the Committee would identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance.
> The Committee also formulates the criteria for determining qualifications, positive attributes and independence of a Director and recommends to the Board formulation of a policy relating to the remuneration for the Directors, Key Managerial Personnel and other Employees.
STAKEHOLDER RELATIONSHIP COMMITTEE
(a) Terms of Reference
The Constitution, quorum, scope etc. of the Share Transfer/Investor Grievance Committee covers the areas mentioned under Clause 49 of the Listing Agreement besides other terms as may be referred by the Board of Directors of the Company.
(b) Scope of this Committee
The Shareholders' committee is empowered to perform all the functions of the Board in relation to share transfers/transmissions and handling of Shareholders' grievances. The Committee meets, as and when required, to inter alia, deal with matters relating to transfer/transmission of shares, request for issue of duplicate share certificates and monitor redressal of the grievances of the security holders of the Company relating to transfers, non-receipt of Balance Sheet, non-receipt of dividends declared, etc.
(c) Composition, Name of the Members and Chairman of the Stakeholder Relationship Committee
During the year company received no complaint. The compliance officer of the company properly and adequately replied to all the complaints. our Share Transfer Agents within the statutory period, except in some cases in which there was delay, completed all share transfer work. on the date of this report no investors' complaints are pending.
Head- Secretarial Department 47, M.M. Road, Rani Jhansi Marg, New Delhi-IIDD55 Ph. No.- DII-23G3G3G3 Email Id- email@example.com
Number of Shareholders compliant received during the year: Nil No. of pending complaints as on 30th June, 2DI5- Nil
(b) Postal Ballot
No resolution was passed in the last (27th) AGM through Postal Ballot. In the ensuing 28th AGM also the company has not proposed any resolution for approval of the shareholders through postal ballot since none of the business items proposed requires approval through postal ballot as per provisions of the Companies Act, 2DI3 and rules framed there under.
5. SUBSIDIARY COMPANIES
RR Financial Consultants Limited has Six subsidiary companies, which are RR Equity Brokers Private Limited, RR Insurance Brokers Private Limited, RR Investor Capital Services Private Limited, Arix Consultants Private Limited, RR Infra Estates Private Limited and RR Fincap Private Limited.
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 I 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 Infraestates Private Limited and Priya Darshan Real Estates Private Limited
As per sec 2 (87) of The Companies act, 2DI3 the subsidiaries of subsidiaries of RRFC are deemed to be subsidiaries of RRFC. All the subsidiaries of RR Financial Consultants Limited are unlisted.
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.
a. Related parties & transaction with them as required under Accounting Standard 18 (AS- 18), issued by the Institute of Chartered Accountants of India, are furnished as note 3D of Balance Sheet attached to which is forming part of Balance Sheet & Profit & Loss Account for the period ended 3D.DG.2DI5
b. There is no pecuniary relationship or transaction with Independent/Non executive Director.
c. None of transactions with any of any of related parties were in conflict with the interest of the Company.
d. The Company has adopted all items to be included in the Report on Corporate Governance.
7. MEANS OF COMMUNICATION ^^^^m^^^^^
The Company has regularly published its Quarterly & half yearly financial results generally in the Newspaper i.e. Pioneer / Financial Express (ENGLISH) & Hari Bhumi/National Duniya(HINDI). Complying with the provisions of the Listing Agreement, Norms, Guidelines and Circulars etc. and Information like Quarterly Financial results and other significant developments in the Company has been made available from time to time to the press and had also been submitted to the Stock Exchange to enable them to put them on their websites.
8. CEO/CFO CERTIFICATION
The Managing Director has signed a certificate accepting responsibility for the financial statement and confirming the effectiveness of the internal control systems, as required in Clause 49 of the Listing Agreement with the Stock Exchanges that is given separately herewith.
9. SHAREHOLDERS' GENERAL INFORMATION
Annual General Meeting :
28th Annual General Meeting
Date : 31st December, 2015
13/24, VILLAGE DAULATPUR, NEW DELHI-110 043
Time : 9:30 A.M.
Tentative Financial Calendar for the year 2014-15
Financial year 1st –July 2014 to 30th –June 2015
First Quarter results 30th September, 2014
Half Yearly results Fourth week of December 2014
Third Quarter results 31st March 2015
Results for year-end 30th June, 2015
DATE OF BOOK CLOSURE
The Transfer Books of the company shall remain closed from 24.12.2015 to 31.12.2015 (both days inclusive) for the purpose of Annual General Meeting.
ISIN No. : INE 229DDIDII
Scrip Code : 511G2G at Bombay Stock Exchange
LISTING ON STOCK EXCHANGES:
The shares of the company are listed at Bombay Stock Exchange and other regional stock Exchanges.
Registrar and Transfer Agent
The Company's Shares were not traded on any stock exchanges for last several years However, in Compliance of SEBI requirements; the Company has appointed M/s. Link Intime India Private Limited as Registrar to Transfer Agent who can handle share transfer work in physical form and other related activities.
The address of the Registrar and Transfer agent of our company is:
LINK INTIME INDIA PRIVATE LIMITED (Formerly: IN-TIME SPE CTRUM REGISTRY LIMITED)
44, Community Centre, 2nd Floor, Naraina Industrial Area Phase-I, Near PVR Naraina, New Delhi-110028 \/ I
47, M. M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi-110055.
47, M. M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi-110055. »
ADDRESS FOR CORRESPONDENCE
Contact Person:Company Secretary
RR Financial Consultants Limited
Registered Office: Address:
47, M. M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi-110 055. Phone: 011-23636362/63 Fax:011-23636845
REGISTRAR AND SHARE TRANSFER AGENT
Registered Office: Address:
Link Intime India Private Limited 44, Community Centre, 2nd Floor, Phase – I, Near PVR, Naraina Industrial Area, New Delhi – 110028. Phone:011–41410592/93/94 Fax:011-41410591
Dematerialization of shares and liquidity
The Company shares can now be traded in dematerialized form and have to be delivered in the dematerialized form to all Stock Exchanges. To enable shareholders an easy access to the de - mat system, the Company has executed agreements with both existing Depositories namely National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).
Investors' Correspondence may be addressed to:
The name and designation of the Compliance Officer is Ms. Farha Naaz, Company Secretary of the company. The shareholders can get in touch with compliance officer on all legal and Secretarial matters relating to the company.
Address for Communication/Registered Office:
M/s R R FINANCIAL COSULTANTS LIMITED 47, M. M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi-110055.
Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on equity M
Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on equity are not applicable on the company.
Non- mandatory requirement
The Company has not adopted any of the non- mandatory requirements specified in Annexure-III of clause 49 of the Listing Agreement.
On Behalf of the Board of Directors
Ritu Prasad Director Din: 0234I947
Rajat Prasad Managing Director Din: 000626I2
Place : New Delhi
Date : 5.12.2015