To the Members
Your directors have pleasure in submitting the 40th Annual Report of the Company
together with the Audited Statements of Accounts for the year ended 31st March, 2023.
Summary Of Financial Results:
(Rs. in Lacs)
The summarized financial performance of the Company for the year under review as
compared with previous years figures are given hereunder:
Particulars |
March 31, 2023 |
March 31, 2022 |
Revenue from Operations |
1.98 |
(2.50) |
Other Income |
- |
- |
Total |
1.98 |
(2.50) |
Profit before depreciation & taxation& exceptional item |
1.98 |
(2.50) |
Less: Depreciation |
1.74 |
2.56 |
Add : exceptional Item |
- |
- |
Profit Before Tax |
0.24 |
(5.06) |
Less: Provision for taxation |
- |
- |
Add: Prior period adjustment |
- |
- |
Profit after taxation |
0.18 |
(5.06) |
Add: Balance brought forward from previous year |
(117.14) |
(112.08) |
Less : Timing Difference |
- |
- |
Less : Fixed Assets Written Off |
- |
- |
Less : Provision for Standard Assets |
- |
- |
Surplus available for appropriation |
- |
- |
Balance carried to Balance sheet |
(116.96) |
(117.14) |
OPERATIONAL REVIEW:
Gross revenues for this financial year stood at Rs. 0.24 Lakhs as against loss of Rs.
5.06 Lakhs in the previous year. After providing for depreciation and taxation the net
profit of the Company for the year under review was placed at Rs. .018 Lakhs as compared
to the loss of Rs. 5.06 Lakhs incurred during the previous year registering a growth in
the revenues of the company. Company has delivered a slightly better performance both in
terms of profitability and turnover driven by a strong focus on operational efficiency and
market diversification.
DIVIDEND:
In view of Accumulated Loss in the Balance Sheet your directors do not recommend any
dividend for the year under operation. The provisions of section 125(2) of the companies
Act, 2013 does not apply to the company for the year under review.
SHARE CAPITAL:
The paid-up equity capital as on March 31, 2023 was Rs 1500.24 Lakhs. The company has
not issued shares with differential voting rights nor granted stock options nor sweat
equity. As on 31st March, 2023 none of the Directors hold any instrument
convertible into equity shares of the company. The Company has paid Listing Fees for the
financial year 2023-24 to BSE Limited and CSE Limited, where its equity shares are listed.
FINANCE:
Cash and cash equivalents as at March 31, 2023 was Rs. 291.72 lakhs. The company
continues to focus on judicious management of its working capital, Receivables,
inventories, and other working capital parameters were kept under strict check through
continuous monitoring.
FIXED DEPOSITS:
The Company being a Non-Banking Financial Corporation (NBFC) has not accepted deposits
and as such no amount on account of principal or interest on Public Deposits was
outstanding 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 the
Company. The details of the investments made by company is given in the notes to the
financial statements.
EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92(3) read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 in prescribed Form
MGT 9 is furnished in Annexure and is attached to this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined 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 the
Chairman of the Audit Committee of the Board & to the Chairman & Managing
Director. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and recommendations along with corrective actions thereon
are presented to the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company does not have the requisite Net Worth nor has it achieved the requisite
turnover nor it has the requisite net profit for the year for triggering the
implementation of "corporate social responsibility" (CSR). Hence Section 135 of
the Companies Act, 2013 is not applicable to the company for the period under review.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
Your Company is a Non-Banking Finance Company hence information regarding disclosure of
conservation of energy is not applicable to it. However, as a part of national interest it
ensures that energy consumption is kept at minimum. There is no technology involved as the
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/foreign
exchange out flow.
DEBENTURES:
During the financial year under review, the Company has not issued or allotted any
Debentures and does not have any outstanding Debentures.
DIRECTORS:
The Board of the company comprises with an optimum mix of Executive and Non-Executive
Directors (including Independent Directors). Based on the Confirmation received none of
the Director of the Company is disqualified for appointment under the applicable
provisions of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and of the Listing
Agreement and applicable regulations of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act and Regulation 17 of the SEBI (LODR)
Regulations, the Board has carried out an annual performance evaluation of its own
performance, the Directors individually as well as the Board Committees. The evaluation
process considered the effectiveness of the Board and the committees with special emphasis
on the performance and functioning of the Board and the Committees. The evaluation of the
Directors was based on the time spent by each of the Board Members, core competencies,
expertise and contribution to the effectiveness and functioning of the Board and the
Committees.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year Six (6) Board Meetings, four (4) Audit Committee, four (4) Stakeholder
Relationship Committee and two (2) Nomination and Remuneration Committee Meetings were
convened and held. The details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
i) In the preparation of the annual accounts, the applicable accounting standards have
been followed.
ii) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the 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 the
company and that such internal financial controls are adequate and were operating
effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system was adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All Related party transactions that were entered into during the financial year were on
an arms length basis and in the ordinary course of business. There are no material
significant related party transactions made by the Company during the year that would have
required shareholder approval under applicable clauses and regulations of the Listing
Agreement. All related party transactions are reported to the Audit Committee. Prior
approval of the Audit Committee is obtained on a yearly basis for the transactions which
are planned and/ or repetitive in nature and omnibus approvals are taken within limits
laid down for unforeseen transactions. The disclosure under Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not
applicable. The details of the transactions with related parties during 2022-23 are
provided in the accompanying financial statements.
None of the Directors had any pecuniary relationship or transactions with the Company
during 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 the
Members of the Board and all employees in the course of day-to-day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as
"code of business conduct" which forms an Appendix to the Code. The Code
has been posted on the Companys website www.rgfcapitalmarkets.com. The Code lays down the
standard procedure of business conduct which is expected to be followed by the Directors
and the designated employees in their business dealings and in particular on matters
relating to integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected behavior from an
employee in a given situation and the reporting structure. All the Board Members and the
Senior Management personnel have confirmed compliance with the Code. All Management Staff
were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if
any. In staying true to our values of Strength, Performance and Passion and in line with
our vision of being the respected companies in Corporate World, the Company is committed
to the high standards of Corporate Governance and stakeholder responsibility. The Company
has a Framed a Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained
whilst dealing with concerns and that no discrimination will be meted out to any person
for a genuinely raised concern. A high-level Committee has been constituted which
investigates the complaints raised. The Committee reports to the Audit Committee and the
Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. The Code has been posted on the Companys website
www.rgfcapitalamarkets.com. All Board of Directors and the designated employees have
confirmed compliance with the Code.
SECRETARIAL AUDIT REPORT:
Mrs. Puja Pujari, Practicing Company Secretary, having office at 2, Nawab Lane, Kolkata
- 700001 has been appointed as Secretarial Auditors of the Company for financial year
ended 31st March, 2023. The Secretarial Audit Report received from the Secretarial Auditor
is annexed to this report as Annexure and forms part of this report.
AUDITORS:
M/s. S.K. Dhar & Co Chartered Accountants (FRN: 307041E) have been appointed as
Statutory Auditors of the Company for a period of 5 consecutive years from the conclusion
of this Annual General held in the year 2023 till the conclusion of the Annual General
Meeting of the company to be held in the year 2028 at a remuneration mutually decided
between the board and the Auditor due to the casual vacancy caused by the death of the
auditor of the company
CHANGE IN NATURE OF BUSINESS
There was no change in nature of business.
COST AUDIT
AS PER DIRECTIVES OF THE CENTRAL GOVERNMENT AND IN PURSUANCE TO THE PROVISIONS OF
SECTION 148 OF THE COMPANIES ACT, 2013 READ WITH RULES FRAMED THERE UNDER, THE COMPANY IS
NOT REQUIRED TO CARRY OUT AN AUDIT OF COST ACCOUNTS.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has implemented a prevention of sexual harassment policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (SHWWA). A Complaints desk has been set up to redress complaints
received regarding sexual harassment and ongoing training is provided to employees as
required by the SHWWA. During the financial year 2022-23 no complaint was received.
LISTING OF SHARES OF THE COMPANY
The equity shares of your Company continue to be listed with the BSE Limited and the
Calcutta Stock Exchange (CSE). The listing fees due as on date have been paid to the
respective stock exchanges. The ISIN No of the Company is INE684D01025.
PARTICULARS OF EMPLOYEES: (Rule 5(2) & Rule 5(1))
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members and others entitled thereto, excluding
the information on employees particulars which is available for inspection by the members
at the Registered office of the company during business hours on working days of the
company up to the date of ensuing Annual General Meeting. If any member is interested in
inspecting 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 the
employees of the company for the financial year
| NON-EXECUTIVE DIRECTORS |
RATIO TO MEDIAN REMUNERATION |
| Mr. Sandip Kumar Bej |
-- |
| Mr. Sujit Kumar Panda |
-- |
| Mr. Rishi Kant Tiwari |
-- |
| Mr. Ajay Pratap Singh |
-- |
| Mrs. Malti Jaiswal |
-- |
| EXECUTIVE DIRECTOR |
|
| Mr. Sagarmal Nahata |
-- |
b. The Percentage increase in remuneration of each Director, Chief Executive Officer,
Chief Financial Officer, Company Secretary of the company.
Director, Chief Executive Officer, Chief Financial Officer and Company
Secretary |
% increase in remuneration in the financial year any key managerial |
There was no increase in the remuneration of personnel during the
financial year. |
|
c. The Percentage increase in the remuneration of employees in the financial year
2022-2023: - There was a nil increase in the remuneration of employees in the financial
year 2022-2023
d. In the market capitalization of the Company, price earnings ratio as at the closing
date of the current financial year.
| Financial Year |
Market Capitalization |
P/E Ratio |
| 2022-2023 |
11.40 cr |
- |
e. Percentage increase over decrease in the market quotations of the shares of the
Company in comparison to the last year.
The Share of the Company was not traded in the Financial 2022-23. Hence Comparison is
not done.
f. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration :
There was no increase in the remuneration of employees in the financial year 2022-2023
g. Comparison of each remuneration of the managerial personnel against the performance
of the company
|
Mr. Sagarmal Nahata ( Managing Director ) |
REMUNERATION IN FY 22-23 ( RS IN LACS ) |
0.00 |
REVENUE |
0.00 |
REMUNERATION AS A % OF REVENUE |
0.00 |
PROFIT BEFORE TAX ( PBT ) ( RS IN LACS ) |
0.00 |
REMUNERATION AS % OF PBT |
0.00 |
h. The key parameters for any variable component of remuneration availed by the
Directors Apart from remuneration paid to the executive directors no remuneration is paid
to the non executive directors of the company . i. The ratio of remuneration of the
highest paid director to that of the employees who are not directors but receive
remuneration in excess of the highest paid director during the year . NONE j. 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 Company is committed to maintain transparency in its operations & hence it
complies with the Corporate Governance requirements. The Corporate Governance Report as
per Schedule V(C) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and requisite Certificate of Compliance from Statutory Auditor regarding
compliance of conditions of Corporate Governance are annexed and forms part of the Annual
Report.
The Management Discussion and Analysis Report of the Company comprising of management
perception, risks and concerns, internal control systems are annexed and forms part of the
Annual Report and is annexed to the report as Annexure H.
ACKNOWLEDGEMENTS:
Your directors would like to express their gratitude for the assistance and
co-operation received from its bankers, financial institutions, Government Authorities,
business associates, stakeholders, and members during the year under review. Your
directors also appreciate the dedicated and committed services rendered by the employees
at all levels for the growth of the Company. Your directors also wish to place on record
their deep sense of acknowledgement to the esteemed shareholders for their continued
support and encouragement for the Company
Dated: 27.05.2023 |
For and on behalf of the Board of Directors |
Place: Kolkata |
|
|
Shradha Handa |
|
Company Secretary |
|
Membership No. 62580 |
+91-9892691696
