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R G F Capital Markets Ltd.

BSE: 539669 Sector: Financials
NSE: N.A. ISIN Code: INE684D01025
BSE 00:00 | 26 Mar 2018 R G F Capital Markets Ltd
NSE 05:30 | 01 Jan 1970 R G F Capital Markets Ltd
OPEN 1.25
PREVIOUS CLOSE 1.31
VOLUME 11
52-Week high
52-Week low
P/E
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.25
CLOSE 1.31
VOLUME 11
52-Week high
52-Week low
P/E
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

R G F Capital Markets Ltd. (RGFCAPITAL) - Director Report

Company director report

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 2015.

1. FINANCIAL RESULTS: (Rs. in Lacs)

Particulars March 31 2015 March 31 2014
Income from operations 82.66 58.90
Other Income 0.59 0.98
Total 83.25 59.88
Profit before depreciation & taxation& exceptional item 24.32 15.26
Less: Depreciation 7.86 10.22
Add : exceptional Item Nil Nil
Profit Before Tax 16.46 5.04
Less: Provision for taxation 5.07 1.56
Add: Prior period adjustment 6.36 Nil
Profit after taxation 17.75 3.48
Add: Balance brought forward from (87.82) (88.28)
previous year
Less : Fixed Assets Written Off (9.75) Nil
Less : Provision for Standard Assets Nil (3.02)
Balance carried to Balance sheet (79.81) (87.82)

OPERATIONAL REVIEW:

During the year under review the turnover inclined to 83.25 Lacs in comparison to thatof the previous year 59.88 Lacs . Profit before depreciation and taxation was Rs. 24.32lacs against Rs. 15.26 Lacs in the previous year. After providing for taxation anddepriciation of Rs. 12.93 Lacs & Rs 11.78 Lacs respectively the net profit of theCompany for the year under review after considering income from exceptional item wasplaced at Rs. 17.75 Lacs as against Rs. 3.48 lacs in the previous year.

DIVIDEND:

In view of Accumulated Loss in the Balance Sheet your directors do not recommend anydividend for the year under operation.

SHARE CAPITAL:

The paid up equity capital as on March 31 2015 was Rs 1500.24 Lakhs. The company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity. As on 31ST March 2015 none of the Directors hold any instrument convertible intoequity shares of the company .

FINANCE:

Cash and cash equivalents as at March 31 2015 was Rs. 48.14 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.

FIXED DEPOSITS:

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.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.

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.

INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

DIRECTORS:

For the Financial Year under review the Company has no Director who is liable to retireby rotation.

Mr. Sagarmal Nahata has been appointed as the Managing Director of the Company forperiod of 3 Years from 01St January 2015. The Board of Directors have on therecommendation of the Nomination and Remuneration Committee appointed Mr. Sagarmal Nahataas Managing Director.

Mr. Sujit Kumar Panda appointed as the Director of the Company on 15th December2014 whose appointment will be regularize in the Annual general Meeting. The Nominationand Remuneration Committee has given their approval for his appointment.

Mrs. Kanak Nahata who was appointed in the Board as Woman Director resigned from theBoard on 15th December 2014 on the ground of her health. The Company is insearch of suitable woman director to fill the vacancy caused by Mrs. Kanak Nahataresignation.

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 he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees

REMUNERATION POLICY

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.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Eight (8) Board Meetings and Five (5) Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like 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 Clause 49 of the Listing Agreement. All related partytransactions are reported to the Audit Committee. Prior approval of the Audit Committee isobtained on a yearly basis for the transactions which are planned and/ or repetitive innature and omnibus approvals are taken within limits laid down for unforeseentransactions. The disclosure under Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is not applicable.

The details of the transactions with related parties during 2014-15 are provided in theaccompanying financial statements.

None of the Directors had any pecuniary relationship or transactions with the Companyduring the year under review.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to 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 named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern. A high level Committee has been constituted whichlooks into the complaints raised. The Committee reports to the Audit Committee and theBoard.

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 company would ensure in future that all the provisions are complied to thefullest extent.

AUDITORS:

Pursuant to the Provisions of SEC 139 of the Companies Act 2013 and the rules madethere under Auditors C. Ghatak & Co. Chartered Accountants Kolkata were appointedas statutory auditors of the Company from the conclusion of the annual general meeting(AGM) of the Company held on September 29TH 2014 till the conclusion of theannual general meeting (AGM) of the Company to be held in the year 2017 subject toratification of their appointment at every AGM.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 the company has appointedChetna Gupta & Associates a firm of company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith asAnnexure 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.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act 2013 & Clause 49 of thelisting agreement the company has constituted a business risk management committee. Thedetails of the committee and its terms of reference are set out in the corporategovernance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten theexistence of the company.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under for prevention andredressal of complaints of sexual harassment at workplace.

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 Remunerationof 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 --
Mr. Radha Kant Tiwari --
Mr. Sujit Kumar Panja --
EXECUTIVE DIRECTOR
Mr. Sagarmal Nahata --

b. The Percentage increase in remuneration of each Director chief executive officer chief 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 Director chief executive officer chief financial officer and company secretary.
They were paid the salary last drawn by them during the FY 13-14

c. The Percentage increase in the median remuneration of employees in the financialyear

Employees % increase in remuneration in the financial year
There was on average 29% increase in the remuneration of employees.

d. The Number of permanent employees in the rolls of the Company other than KMP is Ten(10). Some Employees has joined the company during the FY 14-15. Since there term ofemployment is still under probation period they are not considered as the permanentemployees for the FY 14-15.

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 is in more than the market trend . In order to ensure that remunerationreflects company performance the performance pay is also linked to organizationperformance apart from an individual's performance .

f. Comparison of remuneration of the key managerial personnel against the performanceof the company

Sagarmal Nahata Vivek Khandelwal
(Managing Director ) (Company Secretary )
REMUNERATION IN FY 14-15 ( RS IN LACS ) - 2.40
REVENUE 83.25
REMUNERATION AS A % OF REVENUE - 2.88
PROFIT BEFORE TAX ( PBT ) ( RS IN LACS ) 16.46
REMUNERATION AS % OF PBT - 14.58

g. 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
13-14 Nil* Nil*
14-15 Nil* Nil*

*The Share of the Company was not traded in the Financial Year 13-14 & 14- 15.

h. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last public offer

*The Share of the Company was not traded in the Financial Year 13-14 & 14- 15.

i. 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 increase of 29% in the employees remuneration which was linked to theperformance of the Company. There was no managerial remuneration paid for the year .

j. Comparison of each remuneration of the managerial personnel against the performanceof the company

Mr. Sagarmal Nahata
(ManagingDirector)
REMUNERATION IN FY 14-15 ( RS IN LACS ) --
REVENUE 83.25
REMUNERATION AS A % OF REVENUE -
PROFIT BEFORE TAX ( PBT ) ( RS IN LACS ) 16.46
REMUNERATION AS % OF PBT -

k. The key parameters for any variable component of remuneration availed by theDirectors

No remuneration is paid to the executive or non executive directors of the company .

l. 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

m. Affirmation that the remuneration is as per the remuneration policy of the company

The Company affirms remuneration is as per the remuneration policy of the company .

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 Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

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.

For and on behalf of the Board of Directors

Sagarmal Nahata

Sandip Kumar Bej

Vivek Khandelwal

ANNEXURE A TO BOARDS REPORT

SECRETARIAL AUDIT REPORT

For The Financial Year Ended On 31st March 2015

(Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014)

To

The Members

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 2015 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 2015 according to the provisions of: (i) The Companies Act 2013 (the Act) and therules made there under; (ii) The Securities Contracts (Regulation) Act 1956 (`SCRA)and the rules made there 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 Board ofIndia 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) Regulations1993 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 Calcutta Stock Exchange.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations that:

(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.

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.

Place:Kolkata

Date: 14.08.2015

For Chetna Gupta & Associates

Sd/- Chetna Gupta

Practising Company Secretary

COP No.: 10067

Note : This report is to be read with our letter of even date which is annexed as`ANNEXURE A' and forms an integral part of this report.

`ANNEXURE A'

To

The Members

RGF CAPITAL MARKETS LIMITED

2 CLIVE GHAT STREET

2ND FLOOR

KOLKATA - 700001

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 For Chetna Gupta & Associates
DATE : 14.08.2015 Sd/- Chetna Gupta
Practising Company Secretary
COP No.: 10