TO THE MEMBERS
Your Directors have pleasure in presenting their Annual Report together with theAudited Accounts of the Company for the Year ended March 31 2019.
1. FINANCIAL RESULTS:
(Rs. in Lacs)
|Particulars ||March 31 2019 ||March 31 2018 |
|Revenue from Operations ||47.20 ||92.18 |
|Other Income ||- ||- |
|Total ||47.20 ||92.18 |
|Profit before depreciation & taxation & exceptional item ||9.45 ||14.97 |
|Less: Depreciation ||9.21 ||11.52 |
|Add : exceptional Item ||- ||- |
|Profit Before Tax ||0.24 ||3.45 |
|Less: Provision for taxation ||0.07 ||2.16 |
|Add: Prior period adjustment ||- ||- |
|Profit after taxation ||0.17 ||1.29 |
|Add: Balance brought forward from previous year ||(74.85) ||(76.13) |
|Less : Timing Difference ||(0.013) ||(0.013) |
|Less : Fixed Assets Written Off ||- ||- |
|Less : Provision for Standard Assets ||- ||- |
|Surplus available for appropriation ||0.17 ||1.29 |
|Balance carried to Balance sheet ||(74.68) ||(74.85) |
Due to the accumulated loss in the balance Sheet the company proposes to retain theBalance in the profit and loss account without any making any appropriation.
During the year under review the turnover increased to 47.20 Lacs in comparison to thatof the previous year 92.18 Lacs. Profit before depreciation and taxation was Rs. 9.45 lacsagainst Rs. 14.97 Lacs in the previous year. After providing for taxation of Rs. 0.07 Lacs& Rs 2.16 Lacs depreciation of Rs. 9.21 Lacs & 11.52 Lacs respectively the netprofit of the Company for the year under review after considering income from exceptionalitem was placed at Rs. 0.17 Lacs as against Rs. 1.29 lacs in the previous year.
In view of Accumulated Loss in the Balance Sheet your directors do not recommend anydividend for the year under operation.
The paid up equity capital as on March 31 2019 was Rs 1500.24 Lakhs. The company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity. As on 31ST March 2019 none of the Directors hold any instrument convertible intoequity shares of the company.
Cash and cash equivalents as at March 31 2019 was Rs. 27.36 lakhs. The companycontinues to focus on judicious management of its working capital Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
The Company being a Non Banking Financial Corporation (NBFC) has not accepted depositsand as such no amount on account of principal or interest on Public Deposits wasoutstanding 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 theCompany.
The details of the investments made by company is given in the notes to the financialstatements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined 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 theChairman of the Audit Committee of the Board & to the Chairman & ManagingDirector.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company does not have the requisite Net Worth nor has it achieved the requisiteturnover nor it has the requisite net profit for the year for triggering theimplementation of "corporate social responsibility" (CSR).
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
Your Company is a Non Banking Finance Company hence information regarding disclosure ofconservation of energy is not applicable to it. However as a part of national interest itensures that energy consumption is kept at minimum. There are no technology involved asthe 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/foreignexchange out flow.
During the year under review your Company enjoyed cordial relationship with employeesat all levels.
There was no change in the composition of the Board during the financial year 2018-19.
Based on the Confirmation received none of the Director of the Company is disqualifiedfor appointment under the applicable provisions of the Companies Act 2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and of the Listing Agreement andapplicable regulations of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
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 ownperformance the Directors individually as well as the Board Committees. The evaluationprocess considered the effectiveness of the Board and the committees with special emphasison the performance and functioning of the Board and the Committees. The evaluation of theDirectors was based on the time spent by each of the Board Members core competenciesexpertise and contribution to the effectiveness and functioning of the Board and theCommittees.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Six (6) Board Meetings and Four (4) Audit Committee & Four (4) StakeholderRelationship Committee Meetings were convened and held. The details of which are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod 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 tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All Related party transactions that were entered into during the financial year were onan arms length basis and in the ordinary course of business. There are no materialsignificant related party transactions made by the Company during the year that would haverequired shareholder approval under applicable clauses and regulations of the ListingAgreement. All related party transactions are reported to the Audit Committee. Priorapproval of the Audit Committee is obtained on a yearly basis for the transactions whichare planned and/ or repetitive in nature and omnibus approvals are taken within limitslaid down for unforeseen transactions. The disclosure under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is notapplicable.
The details of the transactions with related parties during 2018-19 are provided in theaccompanying financial statements.
None of the Directors had any pecuniary relationship or transactions with the Companyduring the year under review.
The Company does not have any subsidiary.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith 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 ifany. In staying true to our values of Strength Performance and Passion and in line withour vision of being the respected companies in Corporate World the Company is committedto the high standards of Corporate Governance and stakeholder responsibility.
The Company has a Framed a Risk and Management Policy to deal with instances of fraudand mismanagement if any. The FRM Policy ensures that strict confidentiality ismaintained whilst dealing with concerns and also that no discrimination will be meted outto any person for a genuinely raised concern. A high level Committee has been constitutedwhich looks into the complaints raised. The Committee reports to the Audit Committee andthe Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Certain observations made in the report. However the companywould ensure in future that all the provisions are complied to the fullest extent.
The Board has recommended ratification of appointment of M/s. A.Balasaria & Co.(FRN: 319300E) as Statutory Auditors of the Company for the year 2019-2020.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Anjali Misra of company Secretaries in practice to undertake the SecretarialAudit of the Company for the Financial Year 2018-19. The Secretarial Audit report isannexed herewith as "Annexure A"
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as " Annexure B".
CHANGE IN NATURE OF BUSINESS IF ANY
There was no change in nature of business.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has implemented a prevention of sexual harassment policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 (SHWWA). A Complaints desk has been set up to redress complaintsreceived regarding sexual harassment and ongoing training is provided to employees asrequired by the SHWWA. During the financial year 2018-19 no complaint was received.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
No amount was due for the transfer to Investor Education & Protection Fund.
LISTING OF SHARES OF THE COMPANY
The equity shares of your Company continue to be listed with the BSE Limited and theCalcutta Stock Exchange (CSE). The listing fees due as on date have been paid to therespective stock exchanges.
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 employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting 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 theemployees of the company for the financial year
|NON EXECUTIVE DIRECTORS ||RATIO TO MEDIAN REMUNERATION |
|Mr. Sandip Kumar Bej ||-- |
|Mrs. Anushri Pal || |
|Mr. Sujit Kumar Panja ||-- |
|EXECUTIVE DIRECTOR || |
|Mr. Sagarmal Nahata ||-- |
b. The Percentage increase in remuneration of each Director chief executive officerchief financial officer company secretary in the company.
|Director chief executive officer chief financial officer and company secretary ||% increase in remuneration in the financial year |
|There was no increase in the remuneration of any key managerial personnel during the financial year. || |
c. The Percentage increase in the remuneration of employees in the financial year
There was an increase of 10% (avg.) in the remuneration of employees in the financialyear 2018-2019 d. The Number of permanent employees in the rolls of the Company other thanKMP is 10. The Employees has joined the company during the FY 18-19 is still underprobation period they are not considered as the permanent employees for the FY 18-19.
e. The explanation on the relationship between average increase in remuneration andcompany performances :
On an average the employees received an annual increase of 10% in India. The increasein remuneration will be in line with the market trend. In order to ensure thatremuneration reflects company performance the performance pay is also linked toorganization performance apart from an individual's performance.
f. Variation in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year
|Financial Year ||Market Capitalization ||P/E Ratio |
|18-19 ||27.43 cr ||- |
g. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the last year.
The Share of the Company was not traded in the Financial 18-19. Hence Comparison is notdone.
h. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration :
There was an increase of 10% (avg.) in the remuneration of employees in the financialyear 2018-2019
i. Comparison of each remuneration of the managerial personnel against the performanceof the company
| ||Mr. Sagarmal Nahata (Managing Director) |
|REMUNERATION IN FY 17-18 (RS IN LACS) ||4.00 |
|REVENUE ||47.20 |
|REMUNERATION AS A % OF REVENUE ||8.47 |
|PROFIT BEFORE TAX (PBT) (RS IN LACS) ||0.24 |
|REMUNERATION AS % OF PBT ||1684.21 |
j. The key parameters for any variable component of remuneration availed by theDirectors Apart from remuneration paid to the executive directors no remuneration is paidto the non executive directors of the company.
k. The ratio of remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year.
NONE l. Affirmation that the remuneration is as per the remuneration policy of thecompany
The Company affirms remuneration is as per the remuneration policy of the company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in SEBI (Listing Obligations and disclosureRequirement) Regulation 2015
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.
|30.05.2019 ||For and on behalf of the |
| ||Board of Directors |
| ||Sagar Mal Nahata |
| ||Managing Director |
the Companies (Appointment and Remuneration Personnel) Rules 2014)
RGF CAPITAL MARKETS LIMITED
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by RGF CAPITAL MARKETS LIMITED(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also information provided bythe Company its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has during the auditperiod covering the financial year ended on 31st March 2019 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by RGF CAPITAL MARKETS LIMITED for the financial year ended on 31stMarch 2019 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules madethere under
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act 1992 (SEBI Act') viz.:
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations. 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009: and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.
(v) OTHER APPLICABLE ACTS
(a) Reserve Bank of India Act 1934.
(b) Amendments and notifications issued by Ministry of Corporate Affairs New Delhi inregards with the Companies Act 2013.
We have also examined compliance with the applicable clauses of the following:
(a) Secretarial Standards issued by The Institute of Company Secretaries of India.
(b) The Listing Agreements entered into by the Company with Bombay Stock Exchange andCalcutta Stock Exchange.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above except to the extent asmentioned below:
(a) The "Key Managerial Personnel" i.e Chief Financial Officer as required tobe appointed by companies listed on stock exchanges in India pursuant to the provision ofsection 203(1) of the Companies Act 2013 have not been appointed by the Company duringthe period under scrutiny. However it has been represented to us by the management of theCompany that the Board of Directors of the Company is in the process of searching of asuitable candidate for the same.
(b) There is internal audit process and policy adopted by the Company but the companytill the date of this certificate has not appointed any internal auditor.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance.
Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period the Company except for the listing ofthe equity shares at BSE Limited there were no other specific events/ actions inpursuance of the above referred laws rules regulations guidelines etc. having a majorbearing on the Company's affairs.
Place : Kolkata
Sd/- Anjali Mishra
Practising Company Secretary
COP No.: 19196
Note : This report is to be read with our letter of even date which is annexed asANNEXURE A' and forms an integral part of this report.
To The Members
RGF CAPITAL MARKETS LIMITED
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
|PLACE : KOLKATA ||Sd/- Anjali Mishra |
| ||Anjali Mishra |
|Date : 30/05/2019 ||Practising Company Secretary |
| ||COP No.: 19196 |