RR FINANCIAL CONSULTANTS LIMITED

RR FINANCIAL CONSULTANTS LIMITED
Regdofi 47 M f,4 Road. RaniJhansiMarg Jhandewalan, New Deihr 110055
NOTICE
NOTICE is hereby g ven that the Twenty Seventh Annual General Meeting (AGl\l) of the members of
RR F;nancial Conaultants Limited w be he d on Wednesday. the 31" December 2014. at 9:30 A M
at T 3/24 Vilage Dalr atpur, New De hi T10043 to transact tlre following businesses
ORDINARY BUSINESS
1.
To receve consder and adoptthe Auditecl Balance Sheet as on 30'r'J!ne.2014 Profit & Loss
Account for lhe period ended on that date and the Reports of the Board of Dlrectors & Auditors
thereon
2.
To appo nt a Director n place ol [/lr Raqhunandan Piasad who relres by rotation at this .neeting
and be nq el qrble offer hinrse f ior re-appointment
3.
To apponi M/s Sandeep Ramesh Gupta &
Co
Chartered AccoLlntants as
ALrd
tors oi the
company to ho d otfice from the conc usion of th s meet ng to the conclus on of the next meet
and to fix their remuneration
fg
SPECIAL BUSINESS
4,
REGULARISATION OF MR, RAJAT PRASAD
To Consider and if thoLrght
Resolution
ft, to pass
w th or w thout rnod fication, lhe followlng as an Ordinary
RESOLVED THAT Nlr. Rajat Prasad appo nted as an Addit ona Director oi the Company by
The Board of Directors and ceases to ho d offce under sectron 260 of the companies Act 1956 and
Respect of whom the company has rece ved a notice n writ ng propos ng his candidature lor the
office of clirector, be and is hereby appointed D rector oi the Company I ab e to retirement by
n
rotat on
5,
APPOINTMENT OF MR, RAjAT PRASAD AS MANAGING DIRECTOR
to the rectification bY the sharehotders of the companV in General Meeting
and pursuant to the provisions of the Sections 198, 309, & 310 and all other appl cab e provisions of
the Companies Act, 1956, read with Schedu e Xlll to the Companles Act, 1956 and other related
provisions lf any, l\4r. Rajat Prasad be and ls hereby appointed as Managing Director of the Company
with effect from 13" March, 2014 for a period of 5 years to be remunerated n the manner provlded
here n below
RESOLVED that subject
a)
Salary of Rs. 2,00,000 per month.
b)
Commissjon on net profits as per the provisions of the Compan es Act, 1956 at the rate to be
determined bV the Board of Directors from t me to t me.
c)
Fully furnlshed accomrnodation or House Rent Allowances at the rate of 60% of sa ary.
d)
Medical Reimbursement against sLrbmisslon of bills
el -o pildli/alio1 L,'rn.p
f)
Leave Travel Concession once in a calendarVear upto Rs.
g)
A Company maintalned Car w
valuat on
h)
for
1,00,000/ per annum.
th Driver for off cla and personal use As and when needed. The
persona use shall be as per lncome Tax Ru es.
One mobile and one telephone at residence for official use, which will be available for his
personal use a so as and when needed. The aompany 9ha recover e\penditLrre on persona
o
rg
or( ar
'c.ol
i)
Contribution to Prov dent Fund to the extent not taxable under
j)
Gratuity at the rate not exceeding half a month's salary for each comp eted year of servjce
k)
Encashment of leave at the end of the tenure.
l)
ReimbLrrsement of Entertainmenttxpenses ncurred in the ordinary course of business.
the
ncome Tax Act, 1961.
of profits in any financial year, the
paid
remLrneration as above shall be
as rninimum remuneration subject to the ceillng as prescr bed
r ,, hed- a \ ll o' -" / onp.nres A, t, .qr5.
FURTHER RESOIVED THAT in the event of absence or inadequacy
FURTHER RESOLVED THAT the Eoard of Direciors of the aompany be ancl are hereby authorized to
take a I necessary steps as may be required to give effect to this resolution.
FURTHER RESOLVED THAT the remLrneration committee and/ or the Board of Directors of the
Company may revised the rernuneration payable to Mr. Rajat Prasad from time to time at its
discretion subject, however, to the overall inrits laid down under schedule Xll read wlth other
appl cable provis ons of the Companies Act, 1956 w thout fllrther reference to the shareholders."
By Order of the Board of Directors
sDr
Place
Date
RAJAT PRASAD
IIIANAGING DIRECTOR
: New Delh
3'd December.2014
NOI'ESi
1
A lV]EI\IBER ENT]TLED TO ATTEND AND VOTE S ENTITLED TO APPOINT ONE OR I\i]ORE
PROXIES TO ATTEND AND VOTE INSTEAD OF H I\i]S ELF/H ERS ELF AND SUCH NEED NOT
BE A MEI\4BER OF THE COI\IPANY Proxy in order to be effectve must be receved by the
Company noi ess than 48 hours before the meetng
2
l\lembers proxies sholrd bring the attendance sl p senl herewith duly fi ed in for attending ihe
Annual General l\/leet ng Mernbers are requested to brng their copy of Annua Report whrle
attend ng the Annua Genera lvleet n9
3
A Statemeni pursuanl to sec 102(1) of the Companes Act, 2013 wrth respect to the Special
Bus ness set out n the Notice s annexed hereto
The Reg ster of l\4emberc and the Share Transfer books sha I remaln c osed trcr.l 24 122014 la
3'J.12 2014 (both days lnc us ve)
any nformat on as regards accounts are reqlested to waiie to the Cornpany at
leasi 7 days before the date ol meeting so as to enable the rnanagement to keep the nformaton
ready Proxies shou d bring therr copy of the Annual Reporl for reference at the meeting as also
the altendance s ip du y fi ed in for attending the meeting
I\,4embers des ring
I\/embers desirous of apponlng ther nomnee for the shares hed by them may apply in the
nornnaton form (Form 28) in duplicate Members are lnformed that n case of lont holders
attend ng the meeting. on y such lo nt ho der who is first in the order of nanres w ll be entitled to
A Member rece ve an emai from cs@rfclcom lfor members whose Ernai lDs are registered with
the Company's Reg sirar and TransferAgent e I\4/s L nk lnime lnd a Prvate L mted
8.
VOTING THROUGH ELECTRONIC IVIEANS;
ln compliance wlh the prov srons of Sections 108 of the Companies Act 2013 read with Rule 20
of the Cornpan es ( I\/lanagement and Adm n strat on) Ru es, 2014 and C ause 358 of the L si ng
Agreement entered nto wth the siock exchange the company s peased to provde rnernbers
faciity to exercise their rght to vote at the 27'" AGM by eeclronc means The Company has
agreement wth Central Depository Services {ndia) Lmrted (CDSL) for facljtatng evoi ng to
enab e the shareho ders to cast their votes e ectronica ly. E Vot ng is optiona
The nstructions for e vot nq are as follows
Lu Launch internet browser by typ ng the fo lowing URL
Q) Clck on shareho ders
Q
wrrv1,\,
evotinctindia.com
Enter the login credentials as folows
User- lD
For l\4enrberc ho ding shares in Demat Forrn
:)
For CDSL r_ 16 d g ts beneficiary
b)
For NSDL:
I
D
Character DP lD followed by 8 Digts Clent lD
IVlembers hold ng shares n Physica Form
enter Fo io Number reg stered with the Company
!!)
Next enter
the mage Ver
ficatron as displayed and Clck on Log n
19)
f you are hold ng shares n demat form and had ogged on to www evot ng ndra com and
voted on an earl er vot nq of any company then Vour existinq password is to b-a used
(!J l'yo,
a-e d 1-cr
lne -se-'o
low rFe sleps gi.e_ belo^
For lvlembers holding shares in Dernat Form and Phys
PAN
ca Form
Enter your 10 digit alpha numerc'PAN ssued by lncoine Tax Departrnent
(Applicable for both demat shareho ders as well as physica shareho ders)
Members who have not updated the r PAN w th the Company/Depository
Part c pant are requested to use the f rst h^/o letters of the r name and the 8 digits
of the sequence number n the PAN fe d.
ln case the sequence number is ess than 8 djgits enter the app icable n!mber of
0 s before the number after ihe first two characters of the name n CAPITAL
letters Eg lfyo!rnarneis Ramesh Kurnarwith sequencenumber l then enter
RA00000001 in ihe PAN fe d
DOB
Bank
Details
Enter the Date of Birth as recorded in your demat account or
records for the sa d demal accounl or folio n dd/mm/yyyy forrfat
the company
Enter the Dividend Bank Detais as recorded n your demat account
or n the
company records for the sald demat account or fol o
ease enter the DOB or Bank Deta ls in order to log n. lf ihe deta ls are nol
recorded wiih the depos tory or company p ease enter the member id / fo io
nLrmh,er n the Divldend Bank detai s field as m-"nt oned above
P
lZ)
After entering these deta ls appropr ately, c ick
on
SUBtu4lT tab
IE) l,4embers holdng shares n physica form wl then d]recty reach the Company seection
screen. HoweveT, members holding shares in derrat form wl now reach Password
Crealon menu wherein they are requlred to mandatoriy enter therr login password n the
new password field K nd y note that this password is to be also used by the dematho ders
for votlng for resolutions of any other company on wh ch they are e grb e to vote, provided
that company opts for e voUng through CDSL p atiorm lt is strongly recomrnended fot to
share your password wth any other person and take utmost care lo keep your password
co r'derlia
(9) li Demat accouni hoLder has forgotten
the sarne password then Enter the User lD and
ihe image verfication code and c ck on Forgot Password & enter the deta ls as prompted by
ihe system
1l!)
For l\,4erirbers ho ding shares n physica form. the deta ls can be Lrsed only for e voting
on Lhe reso rrions Lontarned n lh s Nor ce.
ILJ Clrulo f alVSN{orr-eree.a-r PR I\^\L ALCO\SJ-lA\ 5l
I\,4
lTD o'whicr
you choose to vote
(12)
Onthevotnqpage youwIsee RESOLUTION DESCR PT|ON and against the same the
voting Select the option YES or NO as des red The opt on YES
opt on "YES/NO for
implres ihat you asse.t to the Reso utlon and opi on NO implies that you dlsseni to the
ResolLltion
LL3) C ick on
,4
the
RESOLUTIONS F LE LINK if you wish to view the entire Reso
Lrt
on
deiti
s
,ld.aoe tdeolo.o_ao_ L r o' SJBVI_ A
w lbedsplayed fyouwlshtoconfrmyourvote c ick on "OK , else to
confrrmatron
change yolrr vote. c ick on CANCEL and accord ngly modify yollr vote
Afier
sele.r-qt.rocoUto
-bo,
,oL
(15) Once you CONFIRI\I your voie on the resolut
voie
on youwlLl not be a lowed to
(16) You can aiso take out print of ihe voting done by you by cLcking
option on the Voting Page
on Clck
mod fu your
here to prnt
(17) Note for Non Ind vidua Shareho ders & cLrstodians
()
Non lndiv dual shareholders (i e. other than lnd viduals HllF. NRI etc ) and Custod ans
are required to log on to www evotLng ndia.com and reg ster themselves as Cornorates
and C!stodlans resPectjve \?
O
A scanned copy of the Registratlon Form bear ng ihe starip and sign of the entity should
be ema le.l to fe pdesk evotino@cds rnd a cgm
O After receiv ng the login deta ls they shou d cTeate comp iance user Llsing the admin login
And password' The iompl ance user woLl d be ab e to link the depos tory account(s) / folo
nunrbers on wh ch they wish to vote
O The lst of accounts should be maied to he pdesk evoting@cdslnd a com and on apploval
of the accounis they would be able to cast their vote
O
A scanned copy of the Board Resolution and Power oi Aitomey (POA) wh ch they have
issued ln favoui oi ihe Custod an f any, should be uploaded in PDF format n the syslem
fo- Ihe scrul n /e lo .erif\ h'car e
(18) ln case you have any queries or ssles regard ng e-votlng you may referthe Frequently
Asked Quesuons ( FAQS ) and e-voting manual avai able at www evol no ndia corn under
help sect on or write an emai to helpdesk evoting@cdsl nd a.corn
(19) N,4embers ho d ng mu t p e fo ios/ demal accounts sha I choose the vot ng process
separate y ior each of the folos/ dernai accollnts
(20) Voi ng has 1{) be done lor each tem of the Notrce sepalate y lncase vou do not des re to
cast your vote on any spec fic tem it wLl be treated as absiained
ll
i)'
Other lnstructions
The evotng perod commences on-24th-December' 2014, 9 00 AtM and ends on 26rH
DECEIVBE-R 2014600 PM. Durng thrs tme l,4embers of the Company hoding shares
r
eittrlr ln pfyscatiorm or n denrateria|zeclfornr as on 281i November 2014 may castihe
6
00
20'14
Dece'mber
vote e e;tr;n ca ly. The e'voting module sha I be d sab ed by 26'h
AM for voung thereafter OncJthe vote on a Tesouton s cast by lhe N4ember he shall
nol tre alowJd to change it subsequenty Further the members who have casied lhelr
vote elecironica y sha not be alowed to vote again at lhe AGIVI
)
The voting rights of the ivlembers sha I be in propodion to the paid up value of iheir shares
in the equity capita ofthe Company as on the cut offdate, being 1 1
ii) l\ls Shipi Bhaldwaj Company Secretary in Practice
has been appointed as a Scruitinizer
to scru tin ze the evoUng process n a falr and transparent manneT
iv) The scru tin zer shal with n a per od not exceeding three (3) working days irom conclusion
of the evoi ng period unb ock the votes n the presence of at easl two (2) witnesses not in
lhe employment of the Company and wi nrake a Scru tinizefs Report of the voies cast n
favour or aga nst f any forthw th to the Cha rman of the Company
v) The resLrlts on resolutions shal be dec ared at or after the AGM oi the Company and ihe
resoutonwlbedeemedtobepassedontheAGIVdatesubjecttoreceiptoftherequest
number of votes in favour of the resoluiions
vr)
The results declared along with the Scru tn zer Report(s) wi I be avai abje on the webs te
on the Company (www rrfcl com) and on CDSL s webs te (https //evotinq cds ind a com
within two (2) days of passing of the resolutons at the AGI\/l of the Company and
cornmun cation at the same to the BSE Ltd .
By Order of the Board of Directors
sD/RAJAT PRASAD
fulANAGING DIRECTOR
Place
Date
: New De hi
: 3rd December.2014
Explqnatorv Statement pursuant to Section 102(1) of the Companies Act, 1956 in respect of the
specialbusiness items
8
wIR. Rajat Prasad was appointed as an Additona Director with etfect from 12'h [,4arch, 2014
after the approva of the Board of D rectors as per the prov sions of section 260 of the Compar es
Act 1956 Thereafter. he was appointed as l\4anaging Director of the Company w e f. 1 l' [,4arch,
2014
Accord ng to the prov sions of secion 260 of the Compan es
Act l956,hehodsoffcedrector
ony upto the date of the Annua Genera meetng of the Company The Board considers it
desirable that the Company shou d cont nLre to avai itse f of his seruices as D rector & lvlanaging
D rector
Therefore The Board recommended regulaizing his appo ftment as d rector ofthe company
L
Pursuani to prov sions oftheCompanes Act 1956 BDard app ove the apporntment of l\11r. Rajat
Prasad as I\lanaging Director of ihe Company s!blect to subsequent shareho ders approval with
e'Frr
+on l'\\/ar.1
20
4
Therefore the board recornmended the appointment & remuneratron of lvlr. Rajat Prasad as
l\,4anag ng Director of the Company n the Annua Genera l\,4eeling
By Order of the Board of Directors
sD/RAJAT PRASAD
MANAGING DIRECTOR
Place: New Delh
Datei 03.122014