RCC Cements Ltd Directors Report.

To the Members of RCC Cements Limited

The Directors are pleased to present their 28th Annual 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, 2019.

FINANCIAL RESULTS
(Rs. In Lacs)
PARTICULARS CURRENT YEAR 31.03.2019 PREVIOUS YEAR 31.03.2018
Income from Operations - -
Other Income - -
Total Revenue - -
Profit /(Loss) before Depreciation and Taxation (11.15) (37.74)
Less: Depreciation - -
Profit / (Loss) before Taxation - -
Provision for Taxation - -
Deferred tax - -
Profit / (loss) after Taxation (11.16) (37.74)
Profit / (Loss) brought forward from previous years (265.68) (227.94)
Balance Carried forward (276.84) (265.68)

1. Results of operations

During the year under review, there were no operations. The company therefore had not generated any revenue from operations. However, during the previous year, although the company had not generated any revenue from operations, however the company had generated income from other sources aggregrating to Rs. 10.55 lacs. During the year under review your company had incurred a loss aggregating to Rs. 11.16 lacs as against a loss of Rs. 37.74 lacs 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, 2019.

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 Companys working during the year. Review Of Operations

There were no operations during the year under review, The company, therefore had not earned any income during the F.Y. 2018-2019. The company had incurred a net loss of Rs. 11.15 lacs - as against a net loss (before tax ) of Rs. 37.74 lacs in the previous year. Your Directors are putting in their best efforts to improve the overall financial position and the profitability of the Company.

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

During the period between the end of the financial year of the company and the date of the report, there are no material changes and commitments which may affect the financial position of the company.

7. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future

During the year, there is no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys 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. During the year under review, no company has become or ceased as 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 y ear 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. RMA & Associates LLP, Chartered Accountants, had been the Statutory Auditors of the Company and had been conducting Audit of your company since 2009-10. Pursuant to the provisions of section 139(2) which states that, “No listed Company or a company belonging to such class or classes of Companies as may be prescribed, shall appoint or re-appoint

(a) An individual as auditor for more than one term of five consecutive year; and

(b) An audit firm as auditor for more than two terms of five consecutive years.

In terms of the said provisions and rules framed thereunder, M/s. RMA & Associates LLP, Chartered Accountants, Firm Registration no. 000978N have completed two terms of five consecutive years, therefore, the company has to appoint a fresh Chartered Accountant, to conduct audit of the company.

The Audit Committee, in its meeting held on 12th August 2019 had recommended the appointment of M/s. Nemani Garg Agarwal & Co., (Firms Registration No. 010192N), Chartered Accountants, Delhi as the Statutory Auditors of the Company and the Board of Directors in their meeting held on 30th August 2019 have also recommended their appointment as the Statutory Auditors of the Company for a period of 5 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.

Your company has received written consent of the auditor to such appointment in terms of Section 139 & 141 of the Companies Act, 2013, as amended, and have also obtained a certificate in terms of Rule 3 & 4 of the Companies (Audit & Auditors) Rules, 2014, to the effect that it is eligible for appointment and is not disqualified for appointment under the act, Chartered Accountants Act, 1949, and rules and regulations made thereunder; the proposed appointment is as per the term provided under the Act; the proposed appointment is within the limits laid down by or under the authority of the Act; and that there are no proceedings against the firm or any partner of the firm pending with respect to professional matter of conduct before the Institute of Chartered Accountants of India or other competent authority or court; that they satisfy the criteria as provided under section 141 and other provisions, if any, of the Companies Act, 2013.

Further pursuant to the provisions of section 139 read with Rules framed thereunder, the resolution appointing M/s. Nemani Garg Agarwal & Co as the Auditor, is being placed for consideration by the members in the ensuing Annual General Meeting.

Statutory Auditors Report:

The comments on statement of accounts referred to in the report of the Auditors are self explanatory. Auditor Report does not contain any qualification, reservation or adverse remark.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board has appointed M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the FY 2018-19.

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 29th May 2019, 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. The company is in the process of arranging the necessary funds for paying the Annual Listing fees of BSE.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.

The company has also obtained a certificate from M/s Kundan Agrawal & Associates, Practising 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

The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding disqualification of Directors for the F. Y. 2018-19 is 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 2018-19.

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. Extract of the annual return (MGT-9)

The extract of the annual return in Form No. MGT 9 is annexed herewith (Annexure 2).

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 Companys 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. Lacs)
Foreign Exchange Earned in terms of actual inflows Nil
Foreign Exchange outgo in terms of actual outflows Nil Nil

16. Corporate Social Responsibility (CSR)

In terms of Section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

Appointment and Cessation

During the year under review, Mr. Santosh Pradhan, (having DIN: 00354664) was appointed as an Additional Independent Director of the company by the Board of Directors w.e.f. 03.05.2018 to fill the intermittent vacancy arised due to the sudden demise of Mr. Kishore Bhatia, Independent Director of the Company and his appointment was regularized by the shareholders at the last Annual General Meeting held on 29th September, 2018. Further, Ms. Dimple Singh, Company Secretary and Compliance Officer of the Company, resigned from the post of Company Secretary and Compliance Officer of the company w.e.f. 18.04.2019after the year under review.

Ms. Amanpreet Kaur was appointed as the Company Secretary and the Compliance officer of the company w.e.f. 12th August, 2019.

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013,, Mr. Sunil Kumar (DIN 00175301), Managing Director of the Company retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.

Considering the background and experience of Mr. Sunil Kumar, 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.

Brief resume of Mr. Sunil Kumar, Managing Director of the Company who is proposed to be re-appointed is mentioned herein below:

Mr. Sunil Kumar, aged about 57 years, is a Commerce graduate from a reputed University. He has an enriched experience and significant expertise of over 30 years in preparing business plans, business valuation, audit, accounts, finance, taxation, project management and stock broking activities. He has always demonstrated a certain dynamism and foresight seen in the most pragmatic of professional. Details of his Directorship and Committee Memberships in other companies is as follows:-

Sl. No. Directorships in other Public Companies Committee Membership/Chairmanship
1. eShoppers India Limited NIL

Mr. Sunil Kumar does not hold any shares in the Company and is not related to any of the Directors of the company.

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, during the year, the Board 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.

18. Number of meetings of the Board of Directors

Seven (7) meetings of the Board of Directors were held during the year on 03/05/2018, 28/05/2018, 10/08/2018, 01/09/2018, 13/11/2018, 13/02/2019 and 28/03/2019. . One separate meeting of Independent Directors of the Company was held on 28/03/2019.

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

*As per the provisions of SEBI (LODR) Regulations, 2015 the Risk Management Committee was not applicable to the company and therefore the Board decided to dissolve the same from Financial Year 2016-17.

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 3) 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 28/03/2019, 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 2018-19, 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, 2019, the Board consisted of 4 members, out of whomone 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 4to 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 c oncerns about the unethical behavior actual or suspected, fraud or violation of theCompanys 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.

24. Particulars of loans, guarantees or investments under Section 186

Particulars and details of loan given, investments made or guarantees given and securities provided, if any, are given in the Notes to the Financial Statements.

25. Contracts and arrangements with related parties

All Related Party Transactions, if any, that were entered into during the financial year were on an arms length basis The policy on Related Party Transactions as approved by the Board is uploaded on the Companys 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, 2019, 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, 2019 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 5.

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 28, 2019 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 2018-19.

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 companys 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, 2019, 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. 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 Sunil Kumar
Dated: 30th August, 2019 Chairman
DIN: 00175301