To the Members of RCC Cements Limited
The Directors are pleased to present their 33rdAnnual Report on the business
and operations of RCC Cements Limited and the Financial Accounts of the company for the
Financial Year ended on March 31, 2024.
FINANCIAL RESULTS
PARTICULARS |
CURRENT YEAR 31.03.2024 |
PREVIOUS YEAR 31.03.2023 |
Income from Operations |
4973.82 |
6328.00 |
Other Income |
- |
- |
Total Revenue |
4973.82 |
6328.00 |
Profit /(Loss) before Depreciation and Taxation |
(10825.89) |
(11399.21) |
Less: Depreciation |
- |
- |
Profit / (Loss) before Taxation |
- |
- |
Provision for Taxation |
- |
- |
Deferred tax |
- |
- |
Profit / (loss) after Taxation |
(10825.89) |
(11399.21) |
Profit / (Loss) brought forward from previous years |
(326858.30) |
(315459.09) |
Balance Carried forward |
(337684.19) |
(326858.30) |
1. Results of operations
During the year under review your company had incurred a loss aggregating to Rs.
10825.89 (Hundred) as against a loss of Rs. 11399.21 (Hundred) during the previous
financial year.
2. Dividend
Keeping in view the losses incurred by the Company, your Directors do not recommend any
dividend for the year ended March 31, 2024.
3. Reserves
In view of the losses incurred by the Company, no amount is proposed to be transferred
to Reserves for the year under review.
4. Brief description of the Company's working during the year.
Review of Operations
There were not much operations during the year under review, The company, therefore had
not earned any income during the F.Y. 2023-2024. The company had incurred a net loss Rs.
10825.89 (Hundred)- as against a net loss (before tax ) of Rs. 11399.21 (Hundred)in the
previous year. Your Directors are putting in their best efforts to improve the overall
financial position and the profitability of the Company.
The management of the company is exploring the market and business opportunities and is
putting necessary efforts in this respect so that the operations of the company can be
started again and the financial position & net worth of the company could be improved.
5. Change in the nature of business, if any
During the year, there is no change in the nature of business activity of the company.
6. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report
There are no material changes and commitments affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report
7. Details of significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and company's operations in future
During the year, there is no significant and material orders passed by the Regulators
or Courts or Tribunals which can impact the going concern status and company's operations
in future.
8. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements
The Board has adopted policies and procedure for ensuring the orderly and efficient
conduct of its business, including adherence to the company's policies, the safeguarding
of its asset, the prevention and detection of fraud and error, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosure.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiary/Joint venture/Associate Company. During the year under
review, no company has become subsidiary/Joint venture/Associate of the company.
10. Performance and financial position of each of the subsidiaries, associates and
joint venture companies included in the consolidated financial statement
During the year, no consolidated financial statements have been prepared by the company
as the Company, neither has a subsidiary company nor an associate company or had entered
into any Joint Venture with any entity.
11. Deposits
Your Company has not accepted any deposits from public within the meaning of Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014,
during the year under review. The details relating to deposits, covered under Chapter V of
the Act is as under: -
Particulars |
Amount / remarks |
(a) Accepted during the year |
Rs. Nil |
(b) Remained unpaid or unclaimed as at the end of the year |
Rs. Nil |
(c) whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such cases and the total
amount involved |
N.A Since the company had not accepted any deposit during the financial
year under review, |
(i) At the beginning of the year |
Rs. Nil |
(ii) Maximum during the year |
Rs. Nil |
(iii) At the end of the year |
Rs. Nil |
12. Auditors
A. Statutory Auditors:
M/s.Nemani Garg Agarwal & Co. (Firm Registration No. 010192N), Chartered
Accountants were appointed as the Statutory Auditors of the company, in the 28th
Annual General Meeting of the company held on 30th September, 2019, to hold the
office for a term of 5 consecutive years, i.e., from the conclusion of the 28th Annual
General Meeting of the company until the conclusion of 33rd Annual General
Meeting and is eligible for reappointment. The Company has received confirmation from the
Auditors to the effect that their appointment, if made, will be in accordance with the
limits specified under the Companies Act, 2013 and the firm satisfies the criteria
specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit
& Auditors) Rules 2014. The Board is of the opinion that continuation of M/s. Nemani
Garg Agarwal & Co., as Statutory Auditors will be in the best interests of the Company
and therefore, the members are requested to consider their re-appointment as Statutory
Auditors of the Company, for a term of 05 (Five) years, i.e., from the conclusion of the
ensuing Annual General Meeting, till the Annual General Meeting to be held in the calendar
year 2029, at such remuneration as my be mutually agreed and approved by the Board.
A brief profile of M/s. Nemani Garg Agarwal & Co. is as under:
M/s. Nemani Garg Agarwal & Co. is a leading Chartered Accountancy firm rendering
comprehensive professional services which include Audit, Management Consultancy, Tax
Consultancy, Accounting Services, Manpower Management, Secretarial Services etc.
M/s. Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists
of distinguished Chartered Accountants, Corporate Financial Advisors and Tax Consultants.
The firm represents a combination of specialized skills, which are geared to offers sound
financial advice and personalized proactive services. Those associated with the firm have
regular interaction with industry and other professionals which enables the firm to keep
pace with contemporary developments and to meet the needs of its clients.
M/s. Nemani Garg Agarwal & Co., Chartered Accountants (Firm Registration Number:
010192N) have conveyed their consent to be appointed as the Statutory Auditors of the
Company along with a confirmation that their appointment, if made by the members, would be
within the limits prescribed under the Companies Act, 2013.
Statutory Auditors' Report:
The comments on statement of accounts referred to in the report of the Auditors are
self explanatory. Auditor's Report does not contain any qualification, reservation or
adverse remark.
B. Secretarial Auditors:
As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the
Board had appointed M/s. Kundan Agrawal & Associates, Practicing Company Secretaries,
as Secretarial Auditors of the Company for the F.Y. 2023-24.
Annual Secretarial Compliance Report & Secretarial Audit Report
SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated
that all listed entities in addition to Secretarial Audit, on an annual basis, require a
check by the PCS on compliance of all applicable SEBI Regulations and circulars/
guidelines issued thereunder.
In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company
Secretaries, the Secretarial Auditors of the Company examined the compliance of all
applicable SEBI Regulations and circulars / guidelines and provided their report. The
Secretarial Auditors vide their report dated 10th August, 2024 and Secretarial
Compliance Report dated 27th May, 2024 have reported that your company has
maintained proper records under the provisions of SEBI Regulations and Circulars /
Guidelines issued thereunder except to the fact that the company has not paid the Annual
Listing Fees of BSE. Further, it has also been mentioned in the said Report that BSE
suspended the trading of the scrip of the company on BSE's web portal due to nonpayment of
annual listing fees.
However, BSE vide its notice no. 20210219-31 dated 19 Feb, 2021has allowed the trading
of shares of the company on Trade-for-Trade basis only on the first trading day of every
week till the company makes payment of outstanding ALF to the Exchange.
The company is facing financial hardships and liquidity crunch and, therefore, at
present is unable to pay the outstanding listing fees of BSE. However, the management of
the company is trying to arrange necessary funds to clear its outstanding annual listing
fees and to revoke the consequent suspension on trading of its shares.
There are no other qualifications, reservations, adverse remarks or disclaimers given
by the Secretarial Auditor in the Report except those mentioned above.
The company has also obtained a certificate from M/s Saurav Upadhyay & Associates,
Company Secretaries confirming that none of the Directors on the Board of the Company has
been debarred or disqualified from being appointed or continuing as Directors of Companies
by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such
Statutory Authority except to the observation as reproduced hereinbelow:
In the Certificate dated 24.06.2023 issued by M/s Kundan Aggrawal & Associates (PCS
Firm having FRN S2009DE113700), they had stated that NSE vide its order dated 27.01.2022
expelled M/s. Omkam Capital Markets Private Limited & its director Mr. Sachin Garg was
disqualified from being Director of any Company which is a trading member of Stock
Exchange.
M/s Kundan Aggrawal & Associates had also stated in their Certificate dated
24.06.2023 that M/s. Omkam Capital Markets Private Limited had filed an appeal against the
expulsion order of NSE before the Hon'ble Securities Appellate Tribunal which was pending
adjudication as on the date of the previous year's certificate i.e. certificate dated
24.06.2023.
We have now been informed by the Management and on the basis of the order dated
22.08.2023 passed by the Hon'ble Securities Appellate Tribunal, the Hon'ble Securities
Appellate Tribunal has set aside the expulsion order and penalty to the tune of Rs. 8.22
lakh has been informed; we certify that the disqualification of Directors of Omkam Capital
Markets Pvt. Ltd. namely Mr. SachinGarg(DIN No. 03320351), pursuant to Clause (iv)
sub-rule 4(A) & 5 of the Securities (Contract) Regulation Rules, 1957 is not attracted
now.
The Annual Secretarial Compliance Report and the Secretarial Audit Report and
certificate regarding disqualification of Directors for the F. Y. 2023-24are provided as
Annexure-I(A), 1(B) & 1(C) respectively.
C. Internal Auditor:
Pursuant to the provision of the Companies Act, 2013, and Rules framed thereunder, the
Board of Directors on the recommendation of the Audit Committee had appointed M/s.
Sanghi& Co., Chartered Accountants as the Internal Auditor of the company for the FY
2023-24.
13. Share Capital
A. Issue of equity shares with differential rights: During the year, company has not
issued any equity shares with differential rights.
B. Issue of sweat equity shares during the year, company has not issued any Sweat
equity shares.
C. Issue of employee stock options During the year, company has not issued employee
stock options.
D. Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees - Rs. Nil
E. Bonus Shares - No bonus shares were issued during the year under review.
14. Annual Return
An Extract of the Annual Return in form MGT-9 as of March 31, 2024, pursuant to the sub
section (3) of Section 92 of the Companies Act 2013 is placed at the Company's website
under the web link: : https://www.rcccements.com/investor/mgt9-23-24.pdf
Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31,
2024 in Form MGT- 7, is available on the website of the Company at the link:
https://www.rcccements.com/investor/aretum23- 24.pdf
15. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
A) Conservation of energy:
Your company has undertaken various energy efficient practices which has strengthened
the Company's commitment towards becoming an environment friendly organization. The
Company makes all efforts towards conservation of energy, protection of environment and
ensuring safety. As far as possible, company is utilizing alternate sources of energy.
B) Technology absorption:
The business of the company is not technology driven. No technology has been imported.
There is nothing to be disclosed on account of technology absorption.
C) Foreign exchange earnings and Outgo during the year:
Particulars |
Amount (in Rs. Hundred) |
Foreign Exchange Earned in terms of actual inflows |
Nil |
Foreign Exchange outgo in terms of actual outflows Nil |
Nil |
16. Corporate Social Responsibility (CSR)
In terms of Section 135(1) of the Companies Act, 2013, the provisions of Corporate
Social Responsibility are not applicable to the Company.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel Appointment and Cessation
During the year under review, Mr. Santosh Pradhan (DIN 00354664) was reappointed as an
Independent Non-Executive Director of the Company w.e.f. 03rd May, 2023 for a
second term of Five (5) years His reappointment as an Independent Director of the
Companyfor a second term of Five (5) years was duly approved by the shareholders in the 31st
Annual General Meeting of the Company held on September 30, 2022.
Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013, Mrs. Madhu Sharma (DIN
06947852) Director of the Company retires by rotation at the forthcoming AGM, and being
eligible, offers herself for reappointment.
Brief profile of Mrs. Madhu Sharma, Director of the Company who is proposed to be
re-appointed is mentioned herein below:
Mrs. Madhu Sharma (DIN 06947852)is a Bachelor of Arts from prestigious University. She
has an extensive experience of almost 22 years in various aspects of management, viz., the
field of marketing and general administration. She has always demonstrated a certain
dynamism and foresight seen in the most pragmatic of profession.
Mrs. Madhu Sharma holds the following directorship and membership of the Committees of
the Board of Directors of the under stated other companies as on 31st March, 2024
Directorships in other Public Companies |
Committee Membership/Chairmanship |
1. Polar Marmo Agglomerates Limited |
Audit Committee |
Member |
|
Nomination and Remuneration Committee |
Member |
|
Stakeholder's Relationship Committee |
Member |
2. MPS Infotechnics Limited |
Audit Committee |
Chairman |
|
Nomination and Remuneration Committee |
Chairman |
|
Risk Management Committee Corporate Social Responsibility |
Member Chairman |
3. Interworld Digital Limited |
Audit Committee |
Member |
|
Nomination and Remuneration Committee |
Member |
|
Stakeholder's Relationship Committee |
Member |
|
Risk Management Committee |
Member |
4. MPS Pharmaa Limited |
Audit Committee |
Chairperson |
(Formerly Advik Laboratories Limited) |
Nomination and Remuneration Committee |
Member |
|
Stakeholder's Relationship Committee |
Member |
5. B. P. Capital Limited |
Audit Committee |
Member |
|
Nomination & Remuneration Committee |
Member |
Mrs. Madhu Sharma does not hold any shares in the Company and is not related to any of
the Directors and Key Managerial Personnel of the company.
Listed entities from which Ms. Madhu Sharma has resigned in the past three years - NIL
Considering the background and experience of Mrs. Madhu Sharma, the Board is of the
opinion that her reappointment will immensely benefit your Company. The Board recommends
her reappointment as a Director Liable to retire by rotation.
B. Appointment of Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time, your Company has requisite number of Independent Directors on
its Board. Your Company has duly complied with the requirements of the said provisions for
appointment of Independent Directors during the year under review.
C. Declaration by Independent Directors
Your Company has received necessary declaration from each Independent Directors of the
Company under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they
meet with the criteria of independence as prescribed under the aforesaid Section and
Regulation.
D. Formal Annual Evaluation
In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board had adopted a formal mechanism for
evaluating its performance as well as that of its Committees and Individual Directors
including the Chairman of the Board. Structured questionnaires were used in the overall
Board evaluation comprising various aspects of Board function.
The evaluation of Independent Directors was carried out by the entire Board and that of
the Chairman and Non -Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
E. Demise of Mr. Rakesh Jain, Promoter of the Company
The Company was intimated on 06th April, 2023 about the sadden demise of Mr.
Rakesh Jain, promoter of the Company in the year 2021.
All the Directors and employees of the Company convey their deep sorrow and condolences
to the family of Mr. Rakesh Jain w.r.t his unexpected passing away.
Further, Mr. Rakesh Jain would ceased to be the part of promoter & promoter group
of the company in accordance with the Regulation 31A (6) (c ) of the SEBI (LODR)
Regulations, 2015. The transmission of shareholding of Mr. Rakesh Jain to his nominees
shall take place in due course and therefore, shareholding of Mr. Rakesh Jain will be
shown in his name till the conclusion of transmission.
18. Number of meetings of the Board of Directors
Six (6) meetings of the Board of Directors were held during the year on 29/05/2023,
11/08/2023, 29/08/2023, 10/11/2023, 12/02/2024 and 30/03/2024.
One separate meeting of Independent Directors of the Company was also held on
26/03/2024.
19. Committees of the Board
The Board had constituted following committees in accordance with the Companies Act,
2013 and Regulation 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015:
> Audit Committee
> Stakeholders' Relationship Committee
> Nomination and Remuneration Committee
Details of the said Committees alongwith their charters, compositions and meetings held
during the year are provided in the Report of Corporate Governance which forms part of
this Annual Report.
Recommendation of Audit Committee
During the year under review, there were no instances of non-acceptance of any
recommendation of the Audit Committee by the Board of Directors.
20. Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that
the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013
provides that a formal annual evaluation needs to be made by the Board of its own
performance and that of its Committees and individual directors. Schedule IV of the
Companies Act, 2013, states that the performance evaluation of Independent Directors shall
be done by the entire Board of Directors, excluding the director being evaluated.
The Board of Directors had carried out an annual evaluation of its own performance,
Board Committees and individual directors pursuant to the provisions of the Companies Act,
2013 and the corporate governance requirements as prescribed by Securities and Exchange
Board of India (SEBI) under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Structured questionnaires were used in the overall Board
evaluation comprising various aspects of Board function.
The performance of the Board was evaluated by the Board on the basis of Performance
Evaluation Policy formulated by the Board and after seeking inputs from all the directors
on the basis of the criteria such as the Board composition and structure, effectiveness of
board processes, information and functioning, etc.
The performance of the Committees were evaluated by the Board after seeking inputs from
the Committee members on the basis of the criteria such as the composition of committees,
effectiveness of Committee meetings, etc. and on such further criteria as is set out in
the Performance Evaluation Policy (as per Annexure 2) formulated by the Nomination and
Remuneration Committee and approved by the Board to evaluate the performance of the Board
and its Committees.
The Board and the Nomination and Remuneration Committee (NRC) reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of Independent Directors held on 26/03/2024, the performance of
non-Independent Directors, the performance of the Board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the
meeting of the Independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
Based on the outcome of performance evaluation for the financial year 2023-24, further
measures/actions have been suggested to improve and strengthen the effectiveness of the
Board and its Committees.
21. Policy On Directors' Appointment And Remuneration
Your Company has a policy to have an appropriate mix of executive and Independent
directors to maintain the independence of the Board, and separate its functions of
governance and management. As on March 31, 2024, theBoard consisted of 4 members, out of
whom, one is an Executive Director, two are Independent Directors and one is a
Non-Executive Woman Director.
The policy of the Company on directors' appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a Director,
and other matters provided under sub-section (3) of Section 178 of the Companies Act,
2013, adopted by the Board, is attached as Annexure - 3 to the Board Report. Further, the
remuneration paid to the Directors is as per the terms laid out in the nomination and
remuneration policy of the Company. However, your directors have voluntarily decided not
to take any remuneration or sitting fees.
22. Risk management policy and Internal Control
The Company has adopted a Risk Management Policy duly approved by the Board and also
has in place a mechanism to identify, access, monitor and mitigate various risks to key
business objectives. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.
23. Whistle Blower Policy and Vigil Mechanism
Your Company has established a Whistle Blower Policy and Vigil Mechanism
for directors and employees to report to the appropriate authorities concerns about the
unethical behavior actual or suspected, fraud or violation of the Company's code of
conduct policy and provides safeguards against victimization of employees who avail the
mechanism and also provide for direct access to the Chairman of the Audit Committee. The
said policy has been uploaded on the website of the company and can be accessed at
http://www.rcccements.com/policy.html. None of the personnel has been denied access to the
Audit Committee.
24. Particulars of loans, guarantees or investments under Section 186
Particulars and details of loans given, investments made or guarantees given and
securities provided, if any, at the year end and maximum outstanding amount thereof during
the year as required under Para A of Schedule V of the Listing Regulations have been
provided in the notes to the Financial Statements of the Company.
25. Contracts and arrangements with related parties
All Related Party Transactions, if any, that were entered into during the financial
year were on an arm's length basis
The policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website http://www.rcccements.com/policy.html. The details of the transactions
with related parties are provided in Notes to Financial Statements.
26. Corporate Governance
Your Company has been benchmarking itself with well-established Corporate Governance
practices besides strictly complying with the requirements of Regulation 17 to 27 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and / or any
other applicable Regulation of the SEBI, as amended from time to time.
A separate Report on Corporate Governance together with requisite
certificate has been granted by the Statutory Auditors of the Company, confirming
compliance with the provisions of Corporate Governance as per the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.
27. Directors' Responsibility Statement
Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of
Directors to the best of their knowledge and belief confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March,
2024, the applicable accounting standards had been followed and no material departures
have been made from the same;
(b) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable 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 i.e. on
31st March, 2024 and of the profit or loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and operating efficiently;
and
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
28. Particulars Of Employees
There are no employees employed throughout the financial year who were in receipt of
remuneration of Rs. 102.00 lacs or more or employed for part of the year who were in
receipt of remuneration of Rs. 8.50 lacs or more a month under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Remuneration) Rules, 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - 4.
During the year under review, none of the Directors of the Company have received
remuneration from the Company. The Nomination and Remuneration Committee of the Company
has affirmed in its meeting held on March 29, 2024 that the remuneration paid to the
Senior Management Employee/KMPs is as per the remuneration policy of the Company.
29. Internal Auditors & Their Report
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made
thereunder, the Company had appointed M/s Sanghi& Co. as Internal Auditor for the
financial year 2023-24.
Internal Financial Control and Their Adequacy
The Board has adopted policies and procedure for ensuring the orderly and efficient
conduct of its business, including adherence to the company's policies, the safeguarding
of its asset, the prevention and detection of fraud and error, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosure. The Company has an adequate internal controls system commensurate with its
size and the nature of its business. All the transactions entered into by the Company are
duly authorized and recorded correctly. All operating parameters are monitored and
controlled. The top management and the Audit Committee of the Board of Directors review
the adequacy and effectiveness of internal control systems from time to time.
30. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 read with Rules thereunder
Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the
Company has not received any complaint of sexual harassment during the year under review.
31. Reporting Of Frauds By Auditors
During the year under review, the Statutory Auditors and the Secretarial Auditor have
not reported any instances of frauds committed in the Company by its Officers or Employees
to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which
need to be mentioned in this Report.
32. Secretarial Standards
The Company has complied with the provisions of the applicable Secretarial Standards,
i.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2
(Secretarial Standard on General Meetings).
33. Human Resources
Your Company treats its human resources as one of its most important
assets. We focus on all aspects of the employee lifecycle. This provides holistic
experience for the employees as well. During their tenure at the Company, employees are
motivated through various skill development programs. We create effective dialogue through
our communication channels to ensure that feedback reach the relevant team, including
leadership.
Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement.
34. Segment-wise performance
The Company is into single reportable segment only.
35. Management Discussion and Analysis
The Management Discussion and Analysis Report on the business of the Company and
performance review for the year ended March 31, 2024, as stipulated in Regulation 34 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented
in a separate report which forms part of the Report.
36. Details relating to material variations
The Company has not issued any prospectus or letter of offer and raised no money from
public and as such the requirement for providing the details relating to material
variation is not applicable to the Company for the year under review.
37. Details of the difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from banks or financial
institutions along with the reasons thereof.
There was no one time settlement made with the Banks or Financial Institutions during
the Financial Year 2023- 24 and accordingly no question arises for any difference between
the amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from Banks or Financial Institutions during the year under review.
38. Acknowledgements
Your Directors are grateful to the Government of India, the Reserve Bank of India, the
Securities and Exchange Board of India, the Stock Exchanges and other regulatory
authorities for their valuable guidance and support and wish to express their sincere
appreciation for their continues co-operation and assistance. We look forward for their
continued support in future.
Your directors would like to express their sincere appreciation for the assistance and
cooperation received from banks, customers, vendors, Government, members and employees
during the year under review. Finally, the Directors thank you for your continued trust
and support.
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For and on behalf of the Board of |
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RCC Cements Limited |
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Sd/- |
Place: New Delhi |
Sachin Garg |
Dated: 02.09.2024 |
Chairman |
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DIN:03320351 |
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