Directors Report of RR Securities Ltd.

Mar 31, 2013

To, The Members of R.R. SECURITIES LIMITED.

Dear Shareholders,

The Directors have pleasure in presenting herewith the 20th Audited Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS

During the financial year 2012-2013, the Financial operational results of the Company is as follows:

(Amount in Rs)

Particulars For the year For the year ended on ended on 31st March, 31st March, 2013 2012

Total Income. 25,17,914 16,77,119

Total Expenses. 24,30,440 13,79,182

Profit Before Tax. 87,474 297,937

Depreciation. 1,10,617 89,374

Provision for Tax. 35,000 44,000

Differed Tax (Assets) Liability. 16,038 (1,980)

Fringe Benefit Tax NiL NIL

Excess Provision of IT Written NIL NIL

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Net Profit/(Loss) for the Year 68,512 2,55,917

DIVIDEND

During the year under review the company has earned very small profit. Hence, the directors have not recommended any Dividend to be paid.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND

The Company does not have any amount of Unpaid/Unclaimed Dividend which is required to be transferred to the Investors Education & Protection fund as required under Section 205(C) of the Companies Act 1956. There are no other statutory amount like outstanding unpaid Refund Amount on Share

Applications, unpaid interests or principal of Deposits and Debentures etc lying with the company which are required to be transferred to Investors Education and Protection Fund.

CAPITAL STRUCTURE

During the year under review, your Directors have not issued any Equity or Preference Shares to any person. There has been no change in the issued, subscribed and paid up capital of the company during the year under review.

BUY BACK OF SHARE CAPITAL

Your Director had not declared or announced or completed any procedure for Buy Back of its own shares during the year under review as per the provisions of the section 77A, 77AA and 77B of the Companies Act 1956. Further no Buy Back of Shares if any announced in earlier years are still pending for implementation.

YEAR UNDER REVIEW

During the year under review your company had earned a total income of Rs. 25, 17,914/- (Previous Year Rs. 16, 77,119/-). After meeting with the day to day and total expenses of Rs.24,30,440 (Previous year of Rs.13,79,182/-), Provisions of Depreciation of Rs.110,617 /- (Previous year Rs. 89,374 /-), Provision of Income Tax Rs.35,000 /- (Previous year Rs. 44,000/-), Deferred Tax Liability Rs.16,038 /- (Previous Year of Rs (1,980/-), Fringe Benefit Tax of Rs. NIL(Previous year Rs. NIL /-) the company has earned a net Profit for the year of Rs.68,512 /- (Previous year Net Profit of Rs. 2,55,917 /-).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

This information is fully given in the Corporate Governance report.

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 58A of the Companies Act-1956.The unsecured loans interest free are taken from Directors and firms in which directors are interested as and when required for short term basis which are exempt from the preview of Section 58A of the Companies Act 1956.

DIRECTORS

Shri Ajitsinh K. Chavda 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 appointing him by passing resolutions.

DIRECTORS'' RESPONSIBLITY STATEMENT

Pursuant to the provision contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(A) That in the preparation of the annual accounts, except the accounting standards if any mentioned by the auditors in their report as not complied with, all the other applicable accounting standards have been followed and to the maximum extent possible except the accounting standards which are observed as non complied by the Auditors of the Company. Further no material departures have been made from the same;

(B) That they 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 affair of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(C) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

(D) That they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITOR

M/s Nirav A. Patel & Associates, Charted Accountants is appointed in place of M/s. Jigar S Shah & Co., Chartered Accountants as the auditor of the Company for the Financial year 2013-14. They will hold office of the Company up to the conclusion of the next Annual General Meeting as per the provisions of the Act. The Company has received a letter from the said Auditors to the effect that their appointment shall be within the limits laid down under Section 224(1B) of the Companies Act. A resolution proposing their appointment as the Auditors of the company for the period from the conclusion of this Annual General Meeting upto the conclusion of the next Annual General Meeting is required to be passed. Your directors recommend passing the said resolution.

AUDITORS OBSERVATION

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

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.24,00,000/- in the Aggregate if employed for the year and in receipt of the Monthly remuneration of Rs. 2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the company.

MATERIAL CHANGES:

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.

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 R.R. SECURITIES LIMITED

SD/-

Date: 18thjuly, 2013 (RAJENDRA B. SHAH)

Chairman and Director

---

Mar 31, 2010

The Directors have pleasure in presenting herewith the 17th Audited Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2010.

FINANCIAL HIGHLIGHTS.

During the financial year 2009-2010, the Financial operational results of the Company is as follows:

(Amount in Rs.)

Particulars For the year For the year ended on ended on 31st March, 31st March, 2010 2009

Total Income 1,43,29,904 1,18,79,071

Total Expenses 1,41,04,191 1,10,40,191

Profit Before Depreciation & Tax 3,14,098 8,98,490

Depreciation 88,388 59,610

Provision for Tax 5,000 1,01,700

Differed Tax(Assets) Liability NIL 42,254

Fridge Benefit Tax NIL NIL

Excess Provision of IT NIL NIL

Net Profit(Loss) for the Year 2,20,710 6,94,926

DIVIDEND

During the year under review the company has earned very small profit. Hence, the directors have not recommended any dividend to be paid.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND:

The Company does not have any amount of unclaimed / unpaid dividend which is required to be transferred to the Investors Education and Protection fund as required by Section 205C of the Companies Act, 1956.

CAPITAL STRUCTURE:

During the year under review there were no changes in Authorized, Issued and subscribed share capital of the company.

BUY BACK OF SHARE CAPITAL:

The Company has not declared any Buy Back of Shares in any of the previous years and no such commitment are pending for execution.

YEAR UNDER REVIEW:

During the year under review Your Company had earned a total income of Rs.1,43,29,904/-(Previous year Rs. 1,18,79,071/-). After meeting with the day to day and toal expenses of Rs. 1,41,04,194/-(Previous year of Rs. 1,10,40,191 /-, Provisions of Depreciation of Rs.88.388/- (Previous year Rs.59,610/-) Provision of Income Tax Rs. 5,000/- (Previous year Rs. 1,07,700/-), Differed Tax Liability of Rs. Nil/- (Previous year of Rs.(42,254)/-) Fringe Benefit Tax of Rs. Nil/- (Previous year Rs. Nil/-) the company has earned a net Profit for the year of Rs.2,20,710/-(Previousyear Net Loss of Rs.6,94,926/-)

COMPLIANCE WITH THE LISTING AGREEMENT:

The Company has made all complainces of the Listing Agreement with the Ahmedabad Stock Exchange and the Mumbai Stock Exchange during the year including Payment of all outstanding listing fees of both stock exchanges. Now the Company is pursuing the matter with the stock exchange authorities for lifting of suspension from trading in shares of the company.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE :

The present Board of Directors consists of only 3 directors out of which two are the promoter directors and relatives. Accordingly the present Board of Directors does not comply with the provisions of clause 49 of the Listing Agreement. The Company is in search of finding out some professional directors immediately. Accordingly the company is not complying with the provisions of the Corporate Governance norms.

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 58A of the Companies Act-1956. The unsecured loans interest free are taken from Directors an firms in which directors are interested as and when required for short term basis which are exempt from the preview of Section 58A of the Companies Act 1956.

DIRECTORS

Smt. Rita R. Shah, 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 appointing him by passing resolutions.

DIRECTORS RESPONSIBLITY STATEMENT

Pursuant to the provision contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm :

(A) That in the preparation of the annual accounts, the applicable accounting standards have been followed and to the maximum extent possible except the accounting standards which are observed as non complied by the Auditors of the Company. Further no material departures have been made from the same.

(B) That they have selected such accounting policies and applied them consistently and made judgementsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company format period;

(C) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance-with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

(D) That they have prepared the annual accounts on a going concern basis.

AUDITORS:

STATUTORY AUDITORS

M/S Jigar S. Shah, Chartered Accountants, Ahmedabad the retiring Auditors hold office of the Auditors upto the date of this Annual General Meeting as per the provisions of the Act. The Company has received a letter from the said Auditors to the effect that their appointment shall be within the limits laid down under Section 224(1B) of the Companies Act. A resolution proposing their reappointment as the regular Auditors of the company for the period from the conclusion of this Annual General Meeting upto the conclusion of the next Annual General Meeting is required to passed. Your directors recommend to pass the said resolution.

AUDITORS OBSERVATION:

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

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.24,00,0007- in the Aggregate if employed for the year and in receipt of the Monthly remuneration of Rs.2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION :

The Information required to be diclosed in the report of the Board of Directors as per the provisions of Section 217 (1)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the company.

MATERIAL CHANGES

Except the information given in this report, No material changes have taken place after completion of the financial year upto date of this report which may have substantial effect on business and finances of the company and which are required to be disclosed in 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.





ON BEHALF OF THE BOARD OF DIRECTORS OF R. R. SECURITIES LIMITED.

Sd/- (RAJENDRA. B.SHAH) CHAIRMAN AND DIRECTOR

DATE : 03/05/2010. PLACE: AHMEDABAD.