|
To The Members,
The Board of Directors has the pleasure of presenting the 38th
Annual Report of the company together with the Audited Statement of Accounts,
Auditors’ Report and the Report on the business and operations of the company, for
the financial year ended 31st March 2025.
1. BACKGROUND
RR Financial Consultants Limited (RRFCL) is a Non-Systemically
Important Non-Deposit taking NonBanking Financial Company ("NBFC-ND-NSI"),
holding a Certificate of Registration dated March 11th 1998, from the Reserve
Bank of India ("RBI").
2. FINANCIAL RESULTS
The results of yours Company’s consolidated financial prudence and
business excellence for the period ended on 31st March, 2025 are as follows:
(As per IND AS) (All Amount in 'is in Hundred otherwise stated)
| PARTICULARS |
YEAR ENDED 31-03-2025 |
YEAR ENDED 31-03-2024 |
| Sales for the year |
26,80,010 |
19,75,065 |
| Other Income |
22,496 |
12,125 |
| Total Income |
27,02,506 |
19,87,190 |
| Total Expenditure |
23,20,384 |
19,21,367 |
| Profit before Taxation |
3,82,121 |
65,823 |
| Less : Provision for Taxation |
|
|
| Current Tax |
62,260 |
11,460 |
| Earlier year Tax |
3,062 |
(302) |
| Deferred Tax |
31,927 |
11,473 |
| Profit after Taxation |
2,84,872 |
43,192 |
| Other comprehensive income |
- |
- |
| Total comprehensive income for the year after
tax |
2,84,872 |
43,192 |
The Standalone financial results of the Company for the period under
review are summarized below. The previous figures in the financial statements have been
regrouped, wherever necessary
(As per IND AS)(Amount in 'Rs. in Hundred)
| PARTICULARS |
YEAR ENDED 31-03-2025 |
YEAR ENDED 31-03-2024 |
| Sales for the year |
96,786.26 |
1,05,013.34 |
| Other Income |
- |
19.53 |
| Total Income |
96,786.26 |
1,05,032.87 |
| Total Expenditure |
67,611.94 |
99,456.46 |
| Profit before Taxation |
29,174.32 |
5,576.41 |
| Less : Provision for Taxation Current Tax |
5,896.85 |
1,042.10 |
| Earlier year Tax |
- |
- |
| Deferred Tax |
3,779.36 |
3,000.00 |
| Profit after Taxation |
19,498.11 |
1,534.31 |
| Other comprehensive income |
- |
- |
| Total comprehensive income for the year after
tax |
19,498.11 |
1,534.31 |
1. BUSINESS PERFORMANCE
The Gross Income of the company during the period under review is
96,786.26 as compared to 1,05,032.87 in the previous period. The Company registered a
Profit after Tax and Depreciation amounting 19,498.11 as against Profit of 1,534.31 in the
previous year. The performance of the Company during the period under review has been
satisfactory.
2. DIVIDEND
Your Directors have considered it financially prudent in the long-term
interests of the Company to reinvest the profits into the business of the Company to build
a strong reserve base and grow the business of the Company. No dividend has therefore been
recommended for the year ended March 31,2025.
3. CLOSURE OF SHARE TRANSFER BOOKS
The Register of Members and the Share Transfer Books of the company
will be closed from Wednesday, 24th September 2025 to Tuesday, 30th
September 2025 (both days inclusive) for the purpose of the 38th Annual General
Meeting of the Shareholders of the company to be held on 30th September, 2025.
4. TRANSFER TO RESERVES
The Company proposes to retain the entire amount in the profit and loss
account.
5. CONSOLIDATED FINANCIAL STATEMENTS
The Financial Statement of the Company for the Financial year 2024-25
are prepared in compliance with the accounting principles generally accepted in India,
including the Indian Accounting Standards(Ind AS) prescribed under Section 133 of the Act,
read with the Companies (Indian Accounting Standards) Rule 2015, as amended, and other
accounting principal accepted in India and as prescribed by Securities and Exchange Board
of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as the SEBI Regulation). The Financial Statement has been
prepared on the basis of the audited financial statement of the Company as approved by
their respective Board of Directors.
Pursuant to the provisions of Section 136 of the Act, the Financial
Statements of the Company, the Consolidated Financial Statements along with all relevant
documents and Auditors report thereon form part of this Annual Report. The Financial
Statements as stated above are also available on the website of the Company and can be
accessed at the web link www.rrfcl.com
6. MATERIAL CHANGES AND COMMITMENT
There is no material changes affecting the financial position of the
Company occurred during the Financial Year ended as on 31st March, 2025 to which this
financial statement relates on the date of this report.
7. CHANGE OF REGISTERED OFFICE
During the year there is no change in registered office of the company.
8. SHARE CAPITAL
The issued, subscribed and paid up Equity Share Capital as on 31st
March, 2025 was 110607000 (Eleven Crore Sixty Lakhs Seven Thousand). During the year under
review the Company has neither issued shares with differential rights as to dividend,
voting or otherwise nor issued shares (including sweat equity shares) to the employees or
Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)
(c) of the Act, in respect of voting rights not exercised directly by the employees of the
Company as the provisions of the said Section are not applicable.
9. SUBSIDIARY COMPANIES
The Company has Six subsidiaries as on March 31, 2025. There are no
associate companies or joint venture companies within the meaning of Section 2(6) of the
Act. There has been no material change in the nature of the business of the subsidiaries.
| R R FINANCIAL CONSULTANTS LIMITED |
| (Holding Company Of Following 6
Subsidiaries) |
| RR Equity Brokers Pvt. Ltd. 100% |
RR Insurance Brokers Pvt. Ltd. 96.15% |
RR Investor Capital Services Pvt. Ltd. 75% |
Arix Consultants Pvt. Ltd. 100% |
RR Infra Estates Pvt. Ltd. 100% |
RR Fincap Pvt. Ltd. 100% |
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company’s subsidiaries
in Form AOC-1 is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents, and separate audited accounts in respect of subsidiaries, are available on the
website of the Company.
As per sec 2 (87) of the Companies Act, 2013 the subsidiaries of
subsidiaries of RRFCL are deemed to be subsidiaries of RRFCL.
Further, for details of subsidiaries of subsidiaries, please refer to
the Corporate Governance Report, which is a part of this report.
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 R R Financial Consultants Limited. The Audit Committee of the Company
regularly reviews the financials of the subsidiary companies. AOC-1 pursuant to section
129(3) of the act; statement containing the salient features of the financial statement of
subsidiary/associate/joint venture is annexed herewith as (Annexure 1).
10. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
Pursuant to Section 134 of the Act and Rule 8(1) of the Companies
(Accounts) Rules, 2014 the report on highlights of performance of subsidiaries and
associates companies and their contribution to the overall performance of the Company can
be referred in form AOC-1 and the Consolidated Financial Statements of the Company.
11. PUBLIC DEPOSIT
Your company has never invited/accepted any deposit from the public
within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under
during the period under review.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Board of Directors
During the year, there are some changes took place in the composition
of the Board of Directors of the Company: Please refer to the Corporate Governance Report,
which is part of this report.
b) Director coming up for retire by rotation
In accordance with the provisions of the Act, and the Articles of
Association of the Company, Ms. Priyanka Singh retires by rotation and she has shown her
willingness to continue her position and being eligible for re-appointment.
c) Independent Directors
The Independent Director holds office for a fixed term of five years
and is not liable to retire by rotation. In accordance with Section 149(7) of the Act,
each Independent Director has given a written declaration to the Company that he/she meets
the criteria of independence as mentioned under Section 149(6) of the Act and SEBI
Regulations.
d) Board Effectiveness
Familiarization Programme for the Independent Director in compliance
with the requirements of SEBI Regulations, the Company has put in place a familiarization
programme for the Independent Directors to familiarize them with their role, rights and
responsibility as Directors, the working of the Company, nature of the industry in which
the Company operates, business model etc. The details of the familiarization programme are
explained in Corporate Governance Report. The same is also available on the website of the
Company.
e) Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel
of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules
framed there under:
Mr. Rajat Prasad |
Chairman & Managing
Director & CEO |
Mr. Shiv Kumar Yadav |
Chief Financial Officer |
Ms. Ayushi Singh |
Company Secretary &
Compliance Officer |
During the year under review following changes took place in the Board
of Directors and Key Managerial Persons:
i. Ms. Kalpana resigned from the post of Company Secretary of the
Company w.e.f closure of business hours of March 15, 2025.
ii. Ms. Ayushi Singh was appointed as Company Secretary of the Company
w.e.f April 09, 2025.
13. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act and the corporate governance requirements as prescribed by the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015
(‘SEBI Listing Regulations’).
The performance of the board was evaluated by the board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc. as provided
by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of
India on January 5, 2017.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of 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 a separate meeting of independent directors, performance of non-independent
directors and the board as a whole 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.
14. POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION AND OTHER DETAILS
The Company’s policy on directors’ appointment and
remuneration and other matters provided in Section 178(3) of the Act has been disclosed in
the Corporate Governance Report, which is a part of this report.
15. BOARD MEETINGS
Six (8) Meetings of the Board were held during the year. For details of
meetings of the board, please refer to the Corporate Governance Report, which is a part of
this report.
16. COMMITTEE OF BOARD
a) AUDIT COMMITTEE
During the year Eight (8) Audit Committee meeting were held, the
details of which are given in Corporate Governance Report and maximum gap between the
meetings is well within the limits prescribed under Companies act, 2013 and as per SEBI
listing regulations.
b) NOMINATION AND REMUNERATION COMMITTEE
During the year, Five (5) Nominations and Remuneration Committee
meeting was held, the details of which are given in Corporate Governance Report as
prescribed under Companies Act, 2013 and clause 49 of the listing agreement.
c) STAKEHOLDER RELATIONSHIP COMMITTEE
During the year, no complaints were registered by stakeholders.
However, Four (4) Stakeholders Relationship Committee meeting was held and the detail of
committee is given in Corporate Governance Report.
17. RISK MANAGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company.
The Audit Committee and the Board of Directors of the Company reviewed the risks, if any,
involved in the Company from time to time, and took appropriate measures to minimize the
same. The Audit Committee ensures that the Policy for Risk Management is adopted across
the Company in an inclusive manner.
18. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
There were no qualifications, reservations or adverse remarks made
either by the Statutory Auditors or by the Practicing Company Secretary in their
respective reports.
19. PLEDGE OF SHARES
None of the equity shares of the directors of the Company are pledged
with any banks or financial institutions.
20. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
regarding the fulfillment of all the requirements as stipulated in Section 149(6) of the
Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant rules.
21. VIGIL MECHANISM
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other Directors. The
Company has also provided adequate safeguards against victimization of employees and
Directors who express their concerns.
The Company has also provided direct access to the Chairman of the
Audit Committee on reporting issues concerning the interests of co-employees and the
Company.
22. LISTING OF SHARES
Your Company’s shares are listed and are being traded on the
Bombay Stock Exchange Limited (BSE). The Listing Fees for the financial year 2024-25 has
been paid.
23. GREEN INITIATIVES IN CORPORATE GOVERNANCE
In line with the ‘Green Initiative’, the Company has effected
electronic delivery of Notice of AGM and Annual Report to those shareholders whose email
ids were registered with the respective depository participants and downloaded from the
depositories viz. National Securities Depository Limited/Central Depository Services
(India) Limited. The Companies Act, 2013 and the underlying rules as well as Clause 32 of
the listing agreement permit the dissemination of financial statements in electronic mode
to the shareholders. Your directors are thankful to the shareholders for actively
participating in the green initiative and seek your continued support for implementation
of the green initiative.
24. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, the board of
directors, to the best of their knowledge and ability, confirm:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material departures;
b) that they 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 and of the profit of the Company for that period;
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) that the annual financial statements have been prepared on a going
concern basis;
e) That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f) That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors, and the
reviews performed by management and the relevant board committees, including the audit
committee, the board is of the opinion that the Company’s internal financial controls
were adequate and effective during FY 2024-25.
25. HUMAN RESOURCES
The well-disciplined workforce which has served the company for three
decades lies at the very foundation of the company’s major achievements and shall
well continue for the years to come. The management has always carried out systematic
appraisal of performance. The company has always recognized talent and has judiciously
followed the principle of rewarding performance.
26. BUSINESS RISK MANAGEMENT
Although the company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a compulsion. Therefore,
in accordance with clause 49 of the listing agreement the Board members were informed
about risk assessment and minimization procedures after which the Board formally adopted
steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in reporting, evaluating and
resolving risks associated with the business. In order to achieve the key objective, the
policy establishes a structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues. In today’s challenging and competitive
environment, strategies for mitigating inherent risks in accomplishing the growth plans of
the Company are imperative. The common risks inter alia are: Regulations, competition,
Business risk, Technology obsolescence, Investments, retention of talent and expansion of
facilities.
Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps
as appropriate are taken to mitigate the same.
27. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success in the marketplace and a
good reputation are among the primary determinants of value to the shareholder. The
organizational vision is founded on the principles of good governance and by the resolve
to be a customer-centric organization which motivates the Company’s Management to be
aligned to deliver leading-edge building products backed with dependable after sales
services.
Your Company is committed to creating and maximizing long term value
for shareholder and essentially follows a four pronged approach to achieve this end.
a) By increasing all round operational efficiency,
b) By identifying strategies that enhance its competitive advantage,
c) By managing risks and pursuing opportunities for profitable growth,
d) By cementing relationships with other important stakeholder groups
through meaningful engagement processes and mutually rewarding associations that enable it
to create positive impacts on the economic, societal and environmental dimensions of the
Triple Bottom Line.
Underlying this is also a dedication to value-friendly financial
reporting that assures the shareholder and investor of receiving transparent and
unfettered information on the Company’s performance.
28. INTERNAL CONTROL SYSTEMS
a) Internal Control System and their adequacy
The Company has in place well defined and adequate internal controls
commensurate with the size of the Company and the same were operating effectively
throughout the year. The Company has an Internal Audit (IA) function. The scope and
authority of the Internal Audit function is defined in the Internal Audit Charter. To
maintain its objectives and independence, the IA function reports to the Chairman of the
Audit Committee of the Board.
The Internal Auditor evaluates the efficiency and adequacy of internal
control system, its compliance with operating systems and policies of the Company and
accounting procedures at all locations of the Company. Based on the report of Internal
Auditor, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
b) Internal Controls Over Financial Reporting
The Company has in place adequate internal financial controls
commensurate with the size, scale and complexity of its operations. During the year, such
controls were tested and no reportable material weakness in the design or operations were
observed. The Company has policies and procedures in place for ensuring proper and
efficient conduct of its business, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial information. The Company has adopted
accounting policies which are in line with the Accounting Standards and the Act. These are
in accordance with generally accepted accounting principles in India. Changes in policies,
if required, are made in consultation with the Auditors and are approved by the Audit
Committee. The Company has a robust financial closure, certification mechanism for
certifying adherence to various accounting policies, accounting hygiene and accuracy of
provisions and other estimates.
29. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013, form part of the notes to the financial statements provided in this
Annual Report.
30. ORDERS PASSED BY THE REGULATORS OR COURTS, IF
ANY
No significant and material orders were passed by the Regulators,
Courts or Tribunals impacting the going concern status and Company’s operations in
future.
31. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 and 134 of the Companies Act,
2013 read with the allied Rules, the Annual Return of the Company for Financial Year ended
March 31, 2025 will be available on the website of the Company i.e. www.rrfcl.com.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.
All related party transactions that were entered during the financial
year were in the ordinary course of business and were on arms length basis. There were no
material related party transactions entered by the Company with Directors, KMPs or other
persons which may have a potential conflict with the interest of the Company.
All related party transactions, wherever applicable, are placed before
the Audit Committee. The quarterly disclosures of transactions with related parties are
made to the Audit Committee.
The policy on materiality of Related Party Transactions and also on
dealing with Related Party Transactions as approved by the Audit Committee and the Board
of Directors is uploaded on the website of the Company in compliance with Section 134(3)
of the Companies Act, 2013, particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2,
as a part of this report (Annexure-3)
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particular in respect of Conservation of Energy, Technology absorption,
Foreign Exchange earnings and outgo under Section 134(3) (m) of the Companies Act, 2013,
read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given as per Annexure-4 of
this report.
34. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
In accordance with the provisions of Section 197(12) of the Companies
Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the names and other particulars of employees are set out in the
annexure to the Directors Report and forms part of this report. The ratio of the
remuneration of each director to the median employees remuneration and other details in
terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of
this report as (Annexure-5).
35. FIXED DEPOSITS
The Company has not accepted any public deposits during FY 2024-25
within the meaning of Section 73 of the Companies Act, 2013 and the rules made there
under.
36. AUDITORS
a) STATUTORY AUDITORS
M/s G.C. Agarwal & Associates, Chartered Accountants, Delhi (FRN:
017851N) was re-appointed as Chartered Accountants with approval of shareholders in 36th
Annual General Meeting held on September 28, 2023 till the conclusion of AGM going to be
held in the year 2028.
There is no qualification, reservations or adverse remark in Statutory
Auditor’s report. The observations of Statutory Auditor in their Report read with
relevant notes to Accounts are selfexplanatory and therefore, do not require any further
explanation.
b) SECRETARIAL AUDITORS
Pursuant to Section 204 of the Companies Act, 2013, the Company had
appointed Mr. Sudhir Arya, Practicing Company Secretaries, New Delhi as its Secretarial
Auditor to conduct the Secretarial Audit of the Company for FY 2024-2025. The Report of
Secretarial Auditor (Form MR-3) for the FY 2024-2025 is annexed to the report as
(Annexure-6).
Secretarial Audit Report of Material Subsidiary (ies) of the Company is
enclosed herewith in (Annexure-6).
37. AUDITOR’S REPORT AND SECRETARIAL AUDIT
REPORT
The statutory auditor’s report and the secretarial audit report do
not contain any qualifications, reservations, or adverse remarks or disclaimer.
Secretarial audit report is attached to this report.
38. INSTANCES OF FRAUD, IF ANY REPORTED BY THE
AUDITORS
There have been no instances of any fraud reported by the Statutory
Auditors of the Company in pursuance of Section 143(12) of the Companies Act, 2013.
39. MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on Management Discussion and Analysis relating to
business and economic environment surrounding your company is enclosed as a part of the
Annual Report.
40. PREVENTION OF SEXUAL HARASSMENT PREVENTION OF
SEXUAL HARASSMENT
Your Company has framed ‘Anti - Sexual Harassment Policy’ at
workplace and has constituted an Internal Complaints Committee (ICC) as per the
requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed thereunder. No complaints with allegations of
any sexual harassment were reported during the year under review.
41. CORPORATE GOVERNANCE
Your Company is committed to achieve the highest standards of Corporate
Governance and adheres to the Corporate Governance requirements set by the Regulators/
applicable laws. Our focus on corporate governance, where investor and public confidence
in companies is no longer based strictly on financial performance or products and services
but on a company’s structure, its Board of Directors, its policies and guidelines,
its culture and the behavior of not only its officers and directors, but also all of its
employees.
Our approach is proactive, starting with our Leadership Team. It is
also deeply ingrained in our corporate culture, guiding how we work and how we do
business. We apply and adhere to the rules- not just those required by government, but
also those we impose on ourselves to meet the highest possible standards.
We continually discuss by-laws and governance practices, changing our
policies when necessary and pointing out areas where we need to improve our performance.
We also compare our practices to the criteria used by outside organizations to evaluate
corporate performance.
A separate section on Corporate Governance standards followed by the
Company, as stipulated under regulation 34(3) and 53(f) read with schedule V of Securities
and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations,
2015 is enclosed as an Annexure to this report. The report on Corporate Governance also
contains certain disclosures required under the Companies Act, 2013.
A certificate from G.C. Agarwal & Associates, Chartered Accountants
regarding compliance with the conditions of Corporate Governance as stipulated under
schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure
Requirements) Regulations, 2015 is attached to the Corporate Governance Report.
42. OTHER STATUTORY DISCLOSURES
During the year under review, there were no transaction requiring
disclosure or reporting in respect of matters relating to:
a) Details relating to deposits covered under Chapter V of the Act. The
Company had no outstanding, unpaid or unclaimed public deposits during the FY 2025;
b) Maintenance of cost records under sub-section (1) of Section 148 of
the Act is not applicable to the Company;
c) Issue of equity shares with differential rights as to dividend,
voting or otherwise;
d) Issue of Sweat Equity shares;
e) Any remuneration or commission to the Whole-time Director of the
Company from the subsidiaries of the Company;
f) No significant and material orders passed by the
Regulators/Courts/Tribunals which impact the going concern status and Company’s
operations in future;
g) No change in the nature of the business of the Company;
h) No application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016; and
i) No instance of any one-time settlement with any Banks or Financial
Institutions.
There have been no material changes and commitment, affecting the
financial position of the Company which occurred between the end of the financial year
2024-25 till the date of this Report, other than those already mentioned in this Report.
43. Details relating to deposits covered under Chapter V of the Act.
The Company had no outstanding, unpaid or unclaimed public deposits during the FY 2024-25;
44. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has duly complied with the
applicable provisions of the Secretarial Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India
(ICSI).
45. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report with
the Auditors’ Certificate thereon, and the Management Discussion and Analysis are
attached, which forms part of this report.
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
CAUTIONARY NOTE
Certain statements in the Management Discussion and Analysis section
may be forward-looking and are stated as required by applicable laws and regulations. Many
factors may affect the actual results, which would be different from what the Directors
envisage in terms of the future performance and outlook. Investors are cautioned that this
discussion contains forward looking statement that involve risks and uncertainties
including, but not limited to, risks inherent in the Company’s growth str ategy,
dependence on certain businesses, dependence on availability of qualified and trained
manpower and other factors discussed. The discussion and analysis should be read in
conjunction with the Company’s financial statements and notes on accounts.
APPRECIATION
The Directors thank the Company's employees, customers, vendors,
investors, and academic partners for their continuous support. The Directors also thank
the Government of India, governments of various states in India, and concerned government
departments and agencies for their co-operation.
Directors appreciate and value the contribution made by every member of
the RR family.
For and on behalf of the Board
| Date: 03.09.2025 |
Sd/- |
Sd/- |
| Place: New Delhi |
Priyanka Singh |
Rajat Prasad |
|
Director |
Managing Director |
|
DIN: 05343056 |
DIN: 00062612 |
|