R R Securities Ltd Directors Report.

To, The Members,

R.R. SECURITIES LIMITED.

Dear Shareholders,

Your Directors have pleasure in presenting herewith the 26TH AUDITED ANNUAL REPORT together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2019.

FINANCIAL HIGHLIGHTS

During the financial year 2018-19, the financial operational result of the Company is as follows:

Particulars For the year ended on 31st March, 2019 For the year ended on 31st March, 2018
Total Income. 2652117 1326416
Total Expenses. 680057 606787
Exceptional Items (Profit on sale of assets) NIL NIL
Profit Before Tax. 1972060 719629
Depreciation. (Included in Total Expenses) NIL 4,924
Current Tax. 250000 NIL
Differed Tax (Assets) Liability. NIL 64,641
MAT Credit Entitlement NIL NIL
Excess Provision of IT Written Back NIL NIL
Net Profit/(Loss) for the Year 1722060 654988

SHARE CAPITAL STRUCTURE

There was no change in Number of shares and value of shares in the Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

DIVIDEND

During the year under review the directors have not recommended any Dividend to be paid in order to strengthen the long-term resources of the Company.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND

The Company does not have any amount of Unpaid/Unclaimed Dividend as defined under section 124 (5) which is required to be transferred to the Investors Education & Protection fund established under section 125 of the Companies Act 2013. There is no other statutory amount like outstanding unpaid Refund Amount on Share Applications, unpaid interests or principal of Deposits and Debentures etc.

YEAR UNDER REVIEW

During the year under review your company had earned a total income of Rs. 2652117/- from other income (Previous Year Rs. 1326416/- from other income. After meeting with the day to day and total expenses (including depreciation) of Rs. 680057/- (Previous year of Rs. 606787/-), Provisions of Depreciation of Rs. NIL/- (Previous year of Rs.4924/-), Deferred Tax Liability Rs. NIL/- (Previous years Deferred Tax Assets of Rs. 64641/-) the company has earned a net Profit for the year of Rs. 1722060/- (Previous Year Net Profit of Rs. 654988/-) During the year the company has earned other income in the form of Dividend, Interest and Rental income only. Except holding of the Securities on long term basis and some Real Estate property (LAND) during the year, your company has not done any other business activities during the year. However, the Management of the Company is identifying other opportunities to earn the income from the business of Trading of commodities such as Edible oil, oil cakes etc and also from trading / Broking in Real Estate business.

BUY BACK OF SHARE CAPITAL

The Company had not made any Buy Back of its paid-up equity shares during the year in terms of section 68 of the Companies Act 2013. Hence no specific disclosure is required to be made in this report

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under section 73(1) of Companies Act 2013 (section 58A of Companies Act, 1956).

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE:

The Companys Total paid up equity share capital is less than Rs. 10 crores and its total Net worth is less than Rs. 25 crores, Hence, the Company is being treated as Small Company and as such as per SEBI (LODR) 2015 Regulation Number: 15(2) your company is exempt from making compliance with Regulations No. 17 to 27, Clause- B to I of Sub Regulation 2 of Regulation 45 and Para C, D and E of Schedule V. Accordingly, except the statement on" Management Discussion and Analyses Report," your Directors have though formed the sub Committees of the Board as per requirements of Corporate Governance and they are operational, however, no detailed Report on Compliance with Conditions of Corporate Governance report are given here with. The Company is exempted from providing report on Corporate Governance in accordance with regulation 34(3) and schedule V(C) to the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

DEMATERIALISATION OF SECURITIES:

Your Companys Equity shares are admitted in the System of Dematerialization by the Depositories namely NSDL. The Company has signed tripartite Agreement through Registrar and Share Transfer Agent LINK INTIME INDIA (P) LIMITED. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 474 H 01014.Total Share dematerialized up to 31st March 2019 were 1,46,100 which constitute 4.84% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

Disclosures with respect to demat suspense account/ unclaimed suspense account

(1) The listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable: NOT APPLICABLE

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year; NIL

(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year; NIL

(c) number of shareholders to whom shares were transferred from suspense account during the year; NIL

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year; NIL

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. NIL

DIRECTORS

Ms. Rita Rajendra Shah, Managing Director of the Company retires by rotation as per provisions of the Act at this Annual General Meeting. However, being eligible offers himself for reappointment. Your Directors recommend passing of necessary resolution appointing him as Director of the Company.

DECLARATION U/S. 149 (6) OF THE COMPANIES ACT 2013 FROM INDEPENDENT DIRECTORS:

The Company has received declarations from Mr. Ajit Singh K. Chavda and Mr. Manish G. Patel, the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and also as per SEBI (LODR) 2015 and pursuant to provisions of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment.

MANAGING DIRECTOR AND WHOLE TIME DIRECTORS:

Mrs. Rita R. Shah is the Managing Director of the Company, She is Post Graduate in Commerce and has more than 30 years of rich experience in Finance, Accounts and General Administration. Mr. Rajendra Babulal Shah, is a Promoter and Whole Time Director of the Company. He is professionally qualified Company Secretary. He has rich experience of 35 years in Corporate Management and Legal and Secretarial Compliances by a Company. Both of them being promoters looking after the day to day business and management of the affairs of the Company. However, because of the Companys bad financial position they are not taking any managerial Remuneration.

DETAILS OF THE BOARD AND GENERAL MEETINGS HELD AND ATTENDANCE OF DIRECTORS AT THE MEETINGS:

During the year, the company held total 5 Board meetings on 30/05/2018, 14/08/2018, 14/11/2018, 14/02/2019, and 18/03/2019. All the 4 Directors were present at all the board meetings to consider various businesses and pass necessary resolutions.

The Company has disclosed all the material information to the stock exchanges and the Registrar of Companies Office in time as per requirements of law and SEBI (LODR) 2015.

Directors present at the Meeting of board:

Names of Director 30/05/2018 14/08/2018 29/09/2018 14/11/2018 14/02/2019
Rita Rajendra Shah Yes Yes Yes Yes Yes
Rajendra Babulal Shah Yes Yes Yes Yes Yes
ManishGirishbhai Patel Yes Yes Yes Yes Yes
AjitsinghKacharaji Chavda Yes Yes Yes Yes Yes

AUDIT COMMITTEE:

The audit committee of the Board of Directors is as under:

Directors present at the Audit Committee Meeting:

Names of Director 30/05/2018 14/08/2018 14/11/2018 14/02/2019 29/09/2018
Rita Rajendra Shah Yes Yes Yes Yes Yes
Rajendra Babulal Shah Yes Yes Yes Yes Yes
Manish Girishbhai Patel Yes Yes Yes Yes Yes
Ajitsingh Kacharaji Chavda Yes Yes Yes Yes Yes

(A) FUNCTION OF AUDIT COMMITTEE:

The audit Committee is headed by Shri Manish G Patel as Chairman. He is further assisted by two directors namely Shri AJITSINH KACHARAJI CHAVDA and Shri Rajendra B Shah.

The Committee meets at least once every quarter and prepares its minutes on the proceedings and business discussed and transacted. The Committee reports and takes action on Internal Auditors Report. All committee reports and minutes are placed before the Board in all its meetings for information, guidance, directions and record keeping. In addition, the Committee also reviews the reports of the Internal Auditors and obtains guidance from the internal auditors, statutory auditors and other professionals of corporate repute from time to time to make timely compliances and payment of statutory dues.

(B) ROLE AND RESPONSIBILITY OF AUDIT COMMITTEE:

The Committee acts as a bridge between the Statutory and the Internal Auditors and the Board of Directors of the Company. It is authorized to select and establish accounting policies, review reports of the Statutory and the Internal Auditors and meet with them to discuss and deliberate their suggestions, findings and other related matters. Further, the committee is authorized to, inter alia, monitor, review and evaluate the

Auditors independence, performance and effectiveness of the audit process, oversight of the Companys financial reporting process and the disclosure of its financial information, andreview the quarterly, half yearly and annual financial statements before submission to the Board for approval. Further the committee is liable to examine the financial statements and the Auditors Report thereon, approve transactions of the Company with its related parties including consequent modifications thereof, grant omnibus approvals subject to fulfillment of certain conditions, analyze inter-corporate loans and investments, valuation of undertakings or assets of the Company wherever it is necessary. Further, it is also empowered to review the Management Discussion and Analysis of financial condition and results of operations and statement of significant related party transactions. It also looks into any other matter as referred to it by the Board of Directors from time to time.

Generally all the items stated in Section 177(4) of the Companies Act, 2013 and Point A of Part C of the Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are covered under the roles of the Audit Committee. The Audit Committee has been granted powers as prescribed under provisions of the Regulation 18(2)(c)of the aforesaid Regulations and reviews all the information as prescribed in Point B of the Part C of the Schedule II ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Formation of Audit Committee in Compliance to Section 177 of the Companies Act, 2013 and as per requirements of SEBI (LODR) 2015 for compliance with Corporate Governance

In Compliance with the provisions of Section 177 of the Companies Act 2013 your company has formed an Audit Committee within the Organization consisting of 2 independent directors and one promoter director who is Executive Whole Time Director. An Internal Auditors have been appointed as Advisors in their professional capacity on this committee. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in SEBI (LODR) and the Companies Act 2013 and the Listing Agreement for implementation of code of corporate governance. The Committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purposes. The detail of powers, responsibilities and system of functioning of this committee is as per the requirements of SEBI (LODR) 2015. However, due to exemption being availed of the SEBI (LODR) Provisions by the company by virtue of its size and financials, a detailed report on Corporate Governance is not given here with.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 134 of the Companies Act-2013 and the Companies (Accounts Rules 2014 regarding the conservation of energy; technology absorption, foreign exchange earnings and outgo are not applicable to the company as it is not engaged in any manufacturing operations during the year under review.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.1.2 crore in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 8,50,000/- Per Month in the aggregate if employed for a part of the year under review. Hence the information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended being not applicable is not given in this report.

PARTICULARS OF THE EMPLOYEES

Particulars of the employees as required under provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, are not attached with this report since there was no employee who was in receipt of remuneration in excess of limits prescribed under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) of The Companies (Appointment and Remuneration) Rules, 2014

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Section73 and74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being enforce).

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company during the year; hence consolidation of financial data of the subsidiary company is also not applicable to the Company for the financial year 2019-20.

EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and incompliance with the requirements of SEBI(LODR) Regulations,2015, the Board has carried out the annual evaluation of its own performance, performance of the Directors individually as well as the performance of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the Directors, covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees ,execution and performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

ADEQUCY OF INTERNAL FINANCIAL CONTROLS

The Company has in place robust internal control procedures commensurate with its size and operations. Company has the internal controls Department headed by Internal Auditor of the company. The Board of Directors is also responsible for the internal control system, sets the guidelines, verifying its adequacy, effectiveness and application. The Companys internal control system is designed to ensure management efficiency, measurability and verifiability, reliability of accounting and management information, compliance with all applicable laws and regulations, and the protection of the Companys assets so that the companys main risks (operational, compliance-related, economic and financial) are properly identified and managed over time.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Directors, Designated Employees and Connected Persons while in possession of unpublished price sensitive information in relation to the securities of the Company. The code of conduct is available at the Companys website at www.alfaica.com under investor segment.

POLICIES

A. POLICY ON RELATED PARTY TRANSACTIONS

SCOPE AND PURPOSE OF THE POLICY

Related party transactions can present a potential or actual conflict of interest which may be against the best interest of the company and its shareholders. Considering the requirements for approval of related party transactions as prescribed under the Companies Act, 2013 (“Act”) read with the Rules framed there under and Clause 49 of the Listing Agreement (as amended by SEBI Circulars dated April 17, 2014 and September 15, 2014), our Company has formulated guidelines for identification of related parties and the proper conduct and documentation of all related party transactions.

Also, Clause 49(VII)(C) of the Listing Agreement requires a company to formulate a policy on materiality of related party transactions and dealing with related party transactions. In light of the above, our Company has framed this Policy on Related Party Transactions (“Policy”). This Policy has been adopted by the Board of Directors of the Company based on recommendations of the Audit Committee. Going forward, the Audit Committee would review and amend the Policy, as and when required, subject to the approval of the Board.

OBJECTIVE OF THE POLICY

The objective of this Policy is to set out (a) the materiality thresholds for related party transactions and; (b) the manner of dealing with the transactions between the Company and its related parties based on the Act, Clause 49 of the Listing Agreement and any other laws and regulations as may be applicable to the Company.

MANNER OF DEALING WITH RELATED PARTY TRANSACTIONS

a) Identification of related parties:-

The Company has formulated guidelines for identification and updating the list of related parties as prescribed under Section 2(76) of the Act read with the Rules framed there under and Clause 49 of the Listing Agreement.

b) Identification of related party transactions:-

The Company has formulated guidelines for identification of related party transactions in accordance with Section 188 of the Act and Clause 49 of the Listing Agreement.

DISCLOSURES

The Company shall disclose, in the Boards report, transactions prescribed in Section 188(1) of the Act with related parties, which are not in ordinary course of business along with the justification for entering into such transaction.

B. FAMILIARIZATION POLICY FOR INDEPENDENT DIRECTORS

PURPOSE AND OBJECTIVE OF THE POLICY

The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.

FAMILIARIZATION AND CONTINUING EDUCATION PROCESS

• The Company through its Managing Director / Executive Director / Key Managerial Personnel conducts programmes / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

• Such programmes/presentations provide an opportunity to the Independent Directors to interact with the Senior Management of the Company and help them to understand the Companys strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time.

• The programmes/presentations also familiarizes the Independent Directors with their roles, rights and responsibilities.

• When a new Independent Director comes on the Board of the Company, a meeting is arranged with the Chairperson, Managing Director, Chief Financial Officer to discuss the functioning of the Board and the nature of the operation of the Companys business activities.

• New Independent Directors are provided with copy of latest Annual Report, the Companys Code of Conduct, the Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices, Schedule of upcoming Board and Committee meetings.

• The Company provides the Directors with the tours of companys facilities from time to time.

• A detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, insurance cover, Tata Code of Conduct and obligations on disclosures, is issued for the acceptance of the Independent Directors.

C. RISK MANAGEMENT POLICY

LEGAL FRAMEWORK

Risk Management is a key aspect of the “Corporate Governance Principles and Code of Conduct” which aims to improvise the governance practices across the Companys activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.

BACK GROUND AND IMPLEMENTATION

The Company is prone to inherent business risks. The objective of Risk Management Policy shall be identification, evaluation, monitoring and minimization of identifiable risks. This policy is in compliance with the amended Clause 49 of the Listing Agreement (w.e.f 1 st October 2014) which requires the Company to lay down procedure for risk assessment and procedure for risk minimization. The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.

COMMITTEE

The Company has not made Risk Management Committee but the Board of Directors & Audit Committee is looking after the Risk Management of the Company.

D. CORPORATE SOCIAL RESPONSIBILITY POLICY

Indias new Companies Act, 2013 has introduced several new provisions which change the face of Indian corporate business. One of such new provisions is Corporate Social Responsibility (CSR). As per Section 135 of the Companies Act, 2013, it provides the threshold limit for applicability of the CSR to a Company i.e. (a) net worth of the company to be Rs 500 crore or more; (b) turnover of the company to be Rs 1000 crore or more; (c) net profit of the company to be Rs 5 crore or more.

Our Company is the Loss making one. So that CSR Policy is Not Applicable to the Company. So any CSR Activities have not been undertaken by the Company & has not made Corporate Responsibility Committee.

E. VIGIL MECHANISM POLICY

LEGAL FRAMEWORK

Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.

Effective October 1, 2014, Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges, inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called Whistle Blower Policy for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the companys code of conduct.

POLICY:

In compliance of the above requirements, R R Securities Limited, being a Listed Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism.

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

F. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (POLICY WHERE MORE THAN 4 WOMEN WORKING) AND ELIMINATION OF CHILD LABOUR POLICY.

The Company is not employing more than 4 women employees as well as the Company is not employing any child labor. So these both policies are not applicable to the Company.

DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014.

As the Company is not paying any remuneration to its Managing/ Whole Time Director or any other Key Managerial Personnel, the information required to be given as per the above rules, are not applicable hence, not given here with.

DIRECTORS RESPONSIBLITY STATEMENT

Pursuant to the provisions of Section 134 (5) of Companies Act, 2013 (Section, 217(2AA) of the Companies Act, 1956) your Directors declare that:

i) In preparation of the annual accounts, as far as possible and except to the extent if any accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible 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 after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of the 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;

iv) The Directors had prepared the annual accounts on a going concern basis.

v) The Directors, in the case of listed company, had laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The Director had devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of section 149(6) of the Companies Act 2013).

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which he is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178

In compliance with Section 178 (1) as also in compliance with SEBI (LODR) 2015 and of the Listing Agreement, the Board of Directors does hereby declare that:

a. The Company has proper constitution of the Board of Directors including independent directors in proportion as per requirement of clause 49 of the Listing Agreement. However, the Company is still in process for appointing a suitable person as CFO and Company Secretary as required under Section 203 of the Companies Act, 2013.

b. The Company has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Audit Committee as per requirements of the SEBI (LODR) 2015 and of the Listing Agreement and provisions of the Companies Act 2013.

c. The Company has the policy for selection and appointment of independent directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity & loyalty towards their duties.

d. The Company does not pay any managerial remuneration to its Managing Directors and Directors because of Companys weak financial position.

e. The Independent Directors are not paid any sitting fee for attending Board and other committee meetings as decided by the Board from time to time.

f. The Company is not paying any commission on net profits to any directors.

AUDITORS

STATUTORY AUDITOR

Chartered Accountants M/s. Anoop Agarwal & Co., (ICAI Firm Registration No. 001739C) are the present Statutory Auditors of the company are retiring at this Annual General Meeting as per provisions of section 139 of the Companies Act 2013 and are eligible for reappointment. In fact, in the last year AGM they are appointed as statutory Auditors for a period of 5 years to hold the office as such up to the financial year 2021-22. As per the amendments made by the Central Government in the Companies (Audit and Auditors) Rules 2014, now there is no requirement for passing of the Resolution for ratification of Appointment of the Statutory Auditors.

INTERNAL AUDITORS

The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditor as per suggestion of auditors as well as in compliance with the Companies Accounts Rules 2014, in order to strengthen the internal control system for the Company. However, as in the company during the previous financial year, there were no much financial transactions or trading business activities, looking to the size of the company and its business operations and transactions, the matter is being discussed with the statutory auditors on making of compliance with these requirements.

SECREATARIAL AUDITOR

The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditor for the financial year 2018-19. They have given their report in the prescribed form MR-3 which is annexed to this report as an ANNEXURE.

OBSERVATION OF THE SECRETARIAL AUDITOR

I. The Appointment of Chief Financial Officer [CFO] is not compulsory for the company as per the provisions of Section 196, 197, 203(1) read with rule 8 of Companies (Appointment and remuneration of Managerial Personnel) rules 2014. However, as the Companys shares are listed on stock exchange, as per requirements of SEBI (LODR) 2015, it is required to appoint a Chief Financial Officer and a Full Time Company Secretary as Key Managerial Personnel.

II. The Company has yet not appointed an Independent Chartered Accountants as an Internal Auditors as Required by Companies (Accounts) Rules 2014 and the SEBI (LODR) 2015.

III. The Company is not properly maintaining and updating its website as per requirements of SEBI(LODR) 2015 and the provisions of the Listing Agreement.

MANAGEMENT CLARIFICATIONS:

The Company is a very small Company with a paid up share capital just only Rs. 3.018 Crores. Though its shares are currently listed on the stock Exchanges of Mumbai, as per provisions of SEBI (LODR) 2015 it is required to appoint KEY Managerial personnel such as Managing or whole time Director, Chief Financial Officer and Company Secretary. The Company has already appointed Mrs. Rita R Shah as Managing Director. As the Companys financial position is very week and there are no much financial transactions within the company during the year it has not appointed CFO or CS as the company is not affording the cost of remuneration of such professional personnel. Applied the same Logic, as there are no much financial transactions within the Company has yet not appointed an Independent Chartered Accountants as the Internal Auditors.

The Company is in process of updating of its website by uploading requisite information as early as possible.

AUDITORS OBSERVATION

There are no specific adverse observations made by the Auditors in their report. However notes to the Accounts to itself are clarificatory and self explanatory in the nature.

OTHER STATUTORY DISCLOSURES:

The Board do hereby declared that during the year No events have occurred which may have substantial effect on the Going concern status of the Company. Further the Company continued with its policy on accounting of financial transactions and that there have been no deviations or material departure made.

During the Financial year, there has been no material Orders are passed or penalties imposed on or no court cases are filed against the Company or any of its Directors or Key Managerial Personnel and that none of them are disqualified in any respect.

The details on various corporate policies adopted by the management are given in annexure titled Corporate Governance report and forming part of this Report.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and clients. Your Directors also keenly appreciate the dedication & Commitment of all our employees, without which the continuing progress of the company would not have been possible.

Place: Ahmedabad. On Behalf of the Board of Directors Of
Date:14TH AUGUST, 2019 R.R. SECURITIES LIMITED
SD/-
(RAJENDRA B. SHAH)
Chairman and Director