<dhhead> DIRECTORS’ REPORT </dhhead>
To the Members of RCC Cements Limited
The Directors are pleased to present their 32ndAnnual 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, 2023.
FINANCIAL RESULTS
(Rs. In Hundred)
| PARTICULARS |
CURRENT YEAR |
PREVIOUS YEAR |
|
31.03.2023 |
31.03.2022 |
| Income from Operations |
6328.00 |
3515.00 |
| Other Income |
- |
- |
| Total Revenue |
6328.00 |
3515.00 |
| Profit /(Loss) before Depreciation and Taxation |
(11399.21) |
(12822.18) |
| Less: Depreciation |
- |
- |
| Profit / (Loss) before Taxation |
- |
- |
| Provision for Taxation |
- |
- |
| Deferred tax |
- |
- |
| Profit / (loss) after Taxation |
(11399.21) |
(12822.18) |
| Profit / (Loss) brought forward from previous years |
(315459.09) |
(302636.91) |
| Balance Carried forward |
(326858.30) |
(315459.09) |
1. Results of operations
During the year under review your company had incurred a loss
aggregating to Rs. 11399.21 (Hundred) as against a loss of Rs. 12822.18 (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, 2023.
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. 2022-2023. The company had
incurred a net loss Rs. 11399.21 (Hundred)- as against a net loss (before tax ) of Rs.
12822.18 (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, includingadherence 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: -
| S. No |
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’s Registration No.
010192N), Chartered Accountants, Delhi were appointed by the shareholders as the Statutory
Auditors of the Company at the 28thAnnual General Meeting held on 30th
September, 2019for a period of 5 consecutive years commencing from the conclusion of 28thAnnual
General Meeting, until the conclusion of 33rdAnnual General Meeting of the
Company.
Brief Profile of Nemani Garg Agarwal & Co.
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.
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.
Statutory Auditors’ Report:
The comments on statement of accounts referred to in the report of the
Auditors are self explanatory. Auditor’s Reportdoes 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. 2022-23.
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 03rd July, 2023 and
Secretarial Compliance Report dated 27th May, 2023 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
non-payment 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 Kundan Agrawal
& Associates, Practicing Company Secretary 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 following
observation:
? National Stock Exchange vide order no NSE/COMP/51141 Circular Ref.
No: 03/2022 dated 27/01/2022 declared Omkam Capital Markets Pvt. Ltd. as a defaulter and
expelled the company from being its trading member and disqualified Mr. Sachin Garg from
being director of any company which is a trading member of stock exchange citing clause
(iv) sub-rule 4(A) & 5 of Rule 8 of Securities (Contract) Regulation Rules, 1957.
? Clause (iv) of sub-rule 4(A) of Rule 8 provides that a company as
defined in the Companies Act, 1956 (1 of 1956), shall also be eligible to be elected as a
member of a stock exchange if— the directors of the company are not disqualified from
being members of a stock exchange under clause (1) [except subclause (b) and sub-clause
(f) thereof] or clause (3) [except sub-clause (a) and sub-clause (f) thereof] and the
Directors of the company had not held the offices of the Directors in any company which
had been a member of the stock exchange and had been declared defaulter or expelled by the
stock exchange.
? In view of the provisions contained in Securities (Contract)
Regulation Rules, 1957, Mr. Sachin Garg is disqualified to act as Director in companies
which are also a trading member of Stock Exchange, However, he can still hold directorship
in companies which are not a trading member of Stock Exchange.
? We have been informed by the Management that Omkam Capital Markets
Private Limited has filed an appeal against the said order of NSE before the honorable
Securities Appellate Tribunal (SAT). The appeal has been registered as A. NO 213 of 2022.
Perusal of orders passed by honorable SAT, we understand SAT vide its order dated
09/06/2023 has directed NSE to reconsider its decision of expelling the Company after
affording an opportunity within a period of two months from the date of the order.
The Annual Secretarial Compliance Report and the Secretarial Audit
Report and certificate regarding disqualification of Directors for the F. Y. 2022-23 are
provided as Annexure-1(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 2022-23.
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, 2023,
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: :
http://www.rcccements.com/investor/annual_reports/mgt9-23.pdf .
Further, pursuant to Sections 92 and 134 of the Act, the Annual Return
as at March 31, 2023 in Form MGT-7, is available on the website of the Company at the
link: http://www.rcccements.com/investor/annual_reports/mgt7-23.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. Sachin Garg (DIN:03320351) was
appointed by the Board of Directors as the Additional Director & Managing Director of
the Company with effect from 08-07-2022 for a term of five consecutive years. His
appointment as the Director and Managing Director of the Company was approved by the
shareholders in the 31stAnnual General Meeting of the Company held on September
30, 2022.
During the year under review, Mr. Santosh Pradhan(DIN 00354664) was
also 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 re-appointment as an Independent
Director of the Companyfor a second term of Five (5) years was duly approved by the
shareholders in the 31stAnnual General Meeting of the Company held on September
30, 2022.
Further, Mr. Sunil Kumar (DIN:00175301) resigned from the post of
Managing Director& Director of the Company with effect from 04th July, 2022
during the year under review.
During the year under review, Ms. Vatika Jain, Company Secretary of the
Company, resigned from the post of Company Secretary and the Compliance officer of the
company w.e.f. 30thJune, 2022 and Ms. Bhawna Arora was appointed as the Company
Secretary and the Compliance officer of the company w.e.f. 08th July, 2022.
Further, due to her personal reasons, Ms. Bhawna Arora also resigned from the post of
Company Secretary and the Compliance officer of the company w.e.f. 18thAugust,
2022.
Further, Ms. Shimpy Goyal was appointed as the Company Secretary and
the Compliance officer of the company w.e.f. 25thAugust, 2022 during the year
under review to fill the intermittent vacancy arised due to the resignation of Ms. Bhawna
Arora.
Mr. Soban Singh Aswalal so resigned from the post of Chief Financial
Officer of the Company w.e.f. 28-05-2022 and Mr. Rajesh Kumar was appointed as the Chief
Financial Officer (CFO) of the Company w.e.f 08th July, 2022 to fill the
intermittent vacancy arised due to the resignation of Mr. Soban Singh Aswal.
Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr.
Sachin Garg, (DIN: 03320351) Managing Director of the Company retires by rotation at the
forthcoming AGM, and being eligible, offers himself for reappointment.
Considering the background and experience of Mr. Sachin Garg, the Board
is of the opinion that his reappointment will immensely benefit your Company. The Board
recommends his reappointment as a Director Liable to retire by rotation.
Mr. Sachin Garg holds 15200 equity shares of the Company.Mr. Sachin
Garg does not have any relationship with any of the existing directors and Key Managerial
Personnel.
Brief Profile of Mr. Sachin Garg
Mr. Sachin Garg, aged about 43 years, is a fellow Member of the
Institute of Chartered Accountants of India. He has rich experience of more than 17 years.
He has significant expertise in Corporate Laws, Audit, Finance & Taxation, Capital
Markets, Project Management, Companies Act etc. He has always demonstrated a certain
dynamism and foresight seen in the most pragmatic of professional. He has significant
expertise in preparing long range business plans using financial modeling, forecasting,
and analysis to develop corporate objectives and predict financial outcome. He is
Proficient in establishing consistent and appropriate business practices, enhancing
controls for credit risks; instituting controls, teamwork and answerability throughout the
entity.
Mr. Sachin Garg holds directorship and membership of the Committees of
the Board in the following public limited companies:
| Sl. |
Name of the Public Limited Company |
Date of Committee Memberships |
| No. |
|
|
| 1 |
Onus Plantations And Agro Limited |
NIL |
Listed entities from which Mr. Sachin Garg has resigned in the past
three years –
| Sl. |
Name of the listed entity |
Designation |
Date of Resignation |
| No. |
|
|
|
| 1 |
B. P. Capital Limited |
Director |
07-07-2022 |
| 2 |
MPS Pharmaa Limited |
Managing Director |
23-04-2019 |
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
Seven (7) meetings of the Board of Directors were held during the year
on 28/05/2022, 08/07/2022, 12/08/2022, 25/08/2022, 14/11/2022, 02/02/2023 and 31/03/2023.
One separate meeting of Independent Directors of the Company was also
held on 30/03/2023.
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 30/03/2023, 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
2022-23, 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, 2023, 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
theCompany’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, 2023, 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, 2023 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 30, 2023 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 2022-23.
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, 2023, 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 theerof.
There was no one time settlement made with the Banks or Financial
Institutions during the Financial Year 2022- 23 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.
|
For and on behalf of the Board of |
|
RCC Cements Limited |
|
Sd/- |
| Place: New Delhi |
Sachin Garg |
| Dated: 29.08.2023 |
Chairman |
|
DIN: 03320351 |
+91-9892691696
