Directors Report of RR Financial Consultants Ltd.

Jun 30, 2015

Dear Members,

Your Directors take pleasure in presenting the Twenty Eighth Annual Report and Audited Statement of Accounts of the Company for the period ended on 30th June, 2015 along with the Audited Accounts, Auditor's Report for the year ending 30th June, 2015.

I) FINANCIAL RESULTS

(i) The results of your Company's consolidated financial prudence and business excellence for the period ended on 30th June, 2015 are as follows:

(in lacs)

PARTICULARS YEAR ENDED YEAR ENDED 30.06.2015 30.06.2014

Sales for the year 424703484.00 704348935.00

Other Income 15473980.00 14300264.00

Total Income 440177464.00 718649199

Profit before Financial Expenses, Preliminary expenses, Depreciation (42289626) (26924562) and Taxation

Less: Financial expenses 31003615 14630837

Operating profit before Preliminary expenses, Depreciation & Taxation (73293241) (41555399)

Less: Depreciation & Preliminary expenses written off 3917410 7408605

Profit before Taxation (77210651) (48964004)

Less : Provision for Taxation

Current Tax 200000 2000000

Earlier year Tax 3533827 3223824

Deferred Tax (583939) (677248)

Profit after Taxation (80360539) (53510580)

Add: Charge pursuant to the adoption of revised Schedule II - -

Add: Charge on account of transitional provisions under AS 15 - -

Add: Balance brought forward - -

Profit available for appropriation (80360539) (53510580)

(ii) The Standalone financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary

(In Lacs)

PARTICULARS YEAR ENDED YEAR ENDED 30.06.2015 30.06.2014

Sales for the year 8288782.52 26887434.77

Other Income 1617827.93 54667.00

Total Income 9906610.45 26942101.77

Profit before Financial Expenses, Preliminary expenses, Depreciation (16447693 29) 1749088 45

and Taxation

Less: Financial expenses 11289.00 36414.17

Operating profit before Preliminary expenses, Depreciation (16458982 29) 1712674 28 & Taxation

Less: Depreciation & Preliminary expenses written off 624898.00 1665292.00

Profit before Taxation (17083880.29) 47382.28

Less : Provision for Taxation

Current Tax - -

Earlier year Tax 996773.74 -

Deferred Tax - -

Profit after Taxation (18080654.03) 47382.28 Add: Charge pursuant to the adoption of revised Schedule II - -

Add: Charge on account of transitional provisions under AS 15 - -

Add: Balance brought forward - -

Profit available for appropriation (18080654.03) 47382.28

2) BUSINESS PERFORMANCE

The Gross Income of the company during the period under review is Rs 9906610.45 as compared to Rs. 26942101.77 in the previous period. The Company registered a loss after Tax and Depreciation amounting Rs.18080654.03 as against profit of Rs.47382.28 in the previous year. The performance of the Company during the period under review has been satisfactory.

3) DIVIDEND

No Dividend was declared in the current Financial Year due to Loss incurred by the Company.

4) SHARE CAPITAL

The issued, subscribed and paid up Equity Share Capital as on 30th June, 2015 was Rs.110007000. During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise, nor has issued sweat equity. As on 30TH June, 2015, none of the Directors of the Company holds instruments convertible into Equity Shares of the Company.

5) SUBSIDIARY COMPANIES

As on 30.0B.20I5, RR Financial Consultants Limited has six subsidiary companies. The names of the subsidiaries along with the Percentage of Holding company in these Subsidiary Companies is given as below:-

Name of the Companies % nf Holding

RR Equity Brokers Private Limited 100%

RR Insurance Brokers Private Limited 100%

RR Investor Capital Services Private Limited 66.66%

Arix Consultants Private Limited 100%

RR Infra Estates Private Limited 100%

RR Fincap Private Limited 100%

RR Equity Brokers Private Limited has 5 subsidiaries i.e. RR Commodity Brokers Private Limited, RR Information and Investment Research Private Limited, RR Investor Retail services Private Limited, RR IT Solutions Private Limited and RR Investor Distribution Company Private Limited.

RR Investor capital services Private Limited has 1 subsidiary i.e. RR Investor securities Trading Private Limited.

RR Infra Estates Private Limited has 3 subsidiaries i.e. RR Land Estates Private Limited, Lakshminarayan Infra Estates Private Limited & Priya Darshan Real Estates Private Limited.

As per sec 2 (87) of The Companies act, 2013 the subsidiaries of subsidiaries of RRFC are deemed to be subsidiaries of RRFC.

As required under the new Clause 49 of the Listing Agreement, the Company has adopted a practice of placing the minutes and statements of all the significant transactions of all the un-listed subsidiary companies in the meeting of Board of Directors of RR Financial Consultants Limited. The Audit Committee of the Company regularly reviews the financials of the subsidiary companies.

6) PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under during the period under review.

7) DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Raghunandan Prasad was the Chairman, Non-Executive Director of the Company from 15.06.1990 to 07.12.2014. The Board of Directors deeply mourns the sudden death of the Chairman, Mr. Raghunandan Prasad on 07th December, 2014 at Delhi. The Company acknowledged his experience, contribution to the business, personal support to his colleagues, and level of respect in which he had within the company. The Board and executive team of the Company wish to convey their sincerest condolences to his family. He will be sadly missed by RR Group.

Mr. Rajat Prasad - Executive Director & Managing Director

Ms. Ritu Prasad - Non Executive Women Director w,e.f. 07th December, 2014

Mr. Mahesh Chandra is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re- appointment. Your Directors recommend his re - appointment for your approval.

Ms. Deepti Grover - Ceased to be Company secretary w.e.f 30th Sepember, 2015

Ms. Farha Naaz -Appointed as Company secretary w.e.f 19th October, 2015

7.1 BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

7.2 REMUNERATION POLICY

Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

8. BOARD MEETINGS

During the year Thirteen (13) Board meeting were held, the details of which are given in Corporate Governance Report and maximum gap between the meeting is well within the limits prescribed under Companies act, 2013 and clause 49 of the listing agreement.

9. COMMITTEE OF BOARD

9.1 AUDIT COMMITTEE

During the year Four (4) Audit Committee meeting were held, the details of which are given in Corporate Governance Report and maximum gap between the meetings is well within the limits prescribed under Companies act, 2013 and clause 49 of the listing agreement.

9.2 NOMINATION AND REMUNERATION COMMITTEE

During the year no Nomination and Remuneration Committee meeting were held, the details of which are given in Corporate Governance Report and maximum gap between the meetings is well within the limits prescribed under Companies act, 2013 and clause 49 of the listing agreement.

9.3 STAKEHOLDER RELATIONSHIP COMMITTEE

During the year no complain was registered by stakeholders so no Committee meeting was held, the detail of committee are given in Corporate Governance Report.

9.4 RISK AND STRATEGY COMMITTEE

During the year no Risk and Stategy Committee meeting were held, the details of which are given in Corporate Governance Report and maximum gap between the meetings is well within the limits prescribed under Companies act, 2013 and clause 49 of the listing agreement

10. PLEDGE OF SHARES

None of the equity shares of the directors of the Company are pledged with any banks or financial institutions.

11. DISCLOSURES UNDER THE COMPANIES ACT, 2013

11.1. Section 134 (3) (i): No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

11.2. Section 43 (a) (ii): The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

11.3. Section 54 (1) (d): The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

11.4. Section 62 (1) (b): The Company has ESOP during the year under review and hence no information as per provisions of Section Section 62 (1) (b) is furnished.

12. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Mahesh Chandra an independent Director on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, he fulfills the conditions specified in section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as IDs of the Company.

13. VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Agreement is implemented through the Company's Whistle Blower Policy to enable the Directors and employees of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

14. LISTING GN STOCK EXCHANGES

The shares of the company are listed with Bombay Stock Exchange. With the wide and extensive network of Bombay Stock Exchange, the investors have access to online dealings in the company's equity shares across the country. The company is in process of delisting of its equity shares from Delhi, Madras, Kolkata, Kanpur and Ludhiana stock exchanges as there is hardly any trading on these stock exchanges and listing fee payable to these exchanges no more offer commensurate benefits to the company and its investors. Therefore, delisting of the equity from all Stock Exchanges except Bombay Stock Exchange is considered necessary, firstly on the ground that the cost to the company would stand reduced and secondly that the interest of the members located in the regions where the said Stock Exchanges are located would remain unaffected.

15. GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the 'Green Initiative', the Company has effected electronic delivery of Notice of AGM and AR to those shareholders whose email ids were registered with the respective depository participants and downloaded from the depositories viz. National Securities Depository Limited/Central Depository Services (India) Limited. The Companies Act, 2013 and the underlying rules as well as Clause 32 of the listing agreement permit the dissemination of financial statements in electronic mode to the shareholders. Your directors are thankful to the shareholders for actively participating in the green initiative and seek your continued support for implementation of the green initiative.

16. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended June 30, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

17. CONTRACTS DR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year ware in the Ordinary Course of Business and on Arm's Length basis. Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC - 2 is applicable and attached in this report.

18. HUMAN RESOURCES

The well disciplined workforce which has served the company for two decades lies at the very foundation of the company's major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

19. BUSINESS RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challe nging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

20. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, form part of the notes to the financial statements provided in this Annual Report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

23. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 4".

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable.

25. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The company has one Executive Director to whom the Remuneration of Rs. 9,60,000 has been paid during the year. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year - One

b) Employed for part of the year - Nil

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company

26. FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2014- 15 within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

27. AUDITORS

27.1 STATUTORY AUDITORS

M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and shall be eligible for reappointed as the auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. As required under the provisions of section 139(1) of the Companies Act, 2013, the Company has received a written consent from Sandeep Ramesh Gupta & Co., Chartered Accountants to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the Companies Act, 2013. The Members are requested to ratify the appointment of the Statutory Auditors as aforesaid and fix their remuneration. The Audito rs' Report does not contain any qualification, reservation or adverse remark.

27.2 SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sudhir Arya, Practicing Company Secretary to undertake the Secretarial Audit of the Company. In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board Report as Annexure B, a Secretarial Audit Report given by the Secretarial Auditor. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

28. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

29. CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Practicing Comp any Secretary confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report pursuant to clause 49 of the Listing Agreements.

30. CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

31. ACKNOWLEDGEMENTS

Your Board of Directors wishes their sincere thanks to Clients, Government Regulators, Stock Exchanges, Statutory Bodies, Bankers, and Agencies, and Business Associates for having extended their continued support.

Your Directors would like to place on record their sincere appreciation of the employees for their continuing support and unparallel efforts in ensuring an excellent all-round operational performance.

Also Your Directors wish to extend their appreciation for the wholehearted, sincere and continuous support & belief extended by the members who have also been a tremendous source of support for the company.

ON BEHALF OF THE BOARD OF DIRECTORS



RITU PRASAD RAJAT PRASAD DIRECTOR MANAGING DIRECTOR DIN: 02341947 DIN: 00062612

Place : New Delhi Date : 05.12.2015

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Jun 30, 2014

THE MEMBERS,

RR FINANCIAL CONSULTANTS LIMITED

The Directors take pleasure in presenting the Twenty Seventh Annual Report and Audited Statement of Accounts of the Company for the period ended on 30th June, 2014 along with the Audited Accounts, Auditor''s Report for the year ending 30th1 June, 2014.

FINANCIAL RESULTS

(1) A quick Glance on the financial achievements of the Company and its Subsidiaries for the year 2013-14 (Amount in Rs) Profit before Name of the Companies Revenue Depreciation, Subsidiaries as on Amortisation 30th June 2014) and Tax

RR Financial 26,942,101.77 1,712,674.28 Consultants Limited (Holding Company)

RR Equity Brokers 224,824,864.94 7,708,655.14 31.03.2014) Private Limited (ason

RR Insurance 52,004,940.16 822,759.42 Brokers Private Limited(ason 31.03.2014)

RR Investor Capital 170,314,863.83 (5,314,419.08) Services Private Limited

Arix Consultants Nil (2000.00) Private Limited

RR Infra Estates Nil (5,868,006.92) Private Limited

RR Fincap 1,888,546.00 202,508.34 Private Limited

Nmae of the Companies Profit after Tax

RR Financial 47382.28 Consultants Limited (Holding Company)

RR Equity Brokers 3,171,241.72 31.03.2014) Private Limited (ason

RR Insurance (25,983,248.58) Brokers Private Limited(ason 31.03.2014)

RR Investor Capital (28,865,286.08) Services Private Limited

Arix Consultants (2551.00) Private Limited

RR Infra Estates (5,941,976.92) Private Limited

RR Fincap 18,495.34 Private Limited

(2) The Standalone financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary

(Rs in lacs) Particulars As on 30 June 2014 As on 30 June 2013

Gross Income 269.42 219.35 Profit/Loss before Dep. Amortisation & 17.13 (27.65) Tax

Depreciation & Amortisation 16.65 24.30

Provision for Taxation NIL 15.03

Profit after Tax 0.473 (66.99)

Balance Brought Forward 2296.45 2363.44

Profit available for appropriation 2296.91 2296.45

Transfer to General Reserve NIL NIL

Dividend Paid NIL NIL

Corporate Dividend Tax NIL NIL

Balance Carried to Balance Sheet 2296.91 2296.45

SHARE CAPITAL

The Share Capital remained the same during the period under review.

SUBSIDIARY COMPANIES

As on 30 June, 2014, RR Financial Consultants Limited have six subsidiary companies. The names of the subsidiaries along with the Percentage of Holding company in these Subsidiary Companies is given as below:-

Name of the Companies % of Holding

RR Equity Brokers Private Limited 100%

RR Insurance Brokers Private Limited 100%

RR Investor Capital Services Private Limited 66.66%

Arix Consultants Private Limited 100%

RR Infra Estates Private Limited 100%

RR Fincap Private Limited 100%

RR Equity Brokers Private Limited has 5 subsidiaries i.e. RR Commodity Brokers Private Limited, RR Information and Investment Research Private Limited, RR Investor Retail services Private Limited, RR IT Solutions Private Limited and RR Investor Distribution Company Private Limited.

RR Investor capital services Private Limited has 1 subsidiary i.e. RR Investor securities Trading Private Limited.

RR Infra Estates Private Limited has 3 subsidiaries i.e. RR Land Estates Private Limited, Lakshminarayan Infra Estates Private Limited & Priya Darshan Real Estates Private Limited.

As per sec 4 (1) c of The Companies act, 1956 the subsidiaries of subsidiaries of RRFC are deemed to be subsidiaries of RRFC.

As required under the new Clause 49 of the Listing Agreement, the Company has adopted a practice of placing the minutes and statements of all the significant transactions of all the un-listed subsidiary companies in the meeting of Board of Directors of RR Financial Consultants Limited. The Audit Committee of the Company regularly reviews the financials of the subsidiary companies.

REVIEW OF PERFORMANCE

The Gross Income of the company during the period under review is '' 269.42 Lacs as compared to '' 219.35 Lacs in the previous period. The Company registered a Profit after Tax and Depreciation amounting '' 0.47 Lacs as against profit of '' (66.99) Lacs in the previous year.

DIRECTORS

MR. RAGHUNANDAN PRASAD director of the company retires by rotation at the ensuing Annual General Meeting being eligible & offer himself for re-appointment.

Mr.. Rajat Prasad has been appointed as Additional Director on 12th March, 2014 & subsequently appointed as Managing Director w.e.f. 13lh March, 2014

Ms. Priyanka Singh has resigned from the Managing Directorship w.e.f. 13th March, 2014.

The Board places on record are appreciation of the invaluable contributions made by Ms. Priyanka Singh during their association with the Company.

PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under during the period under review.

AUDITORS

M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and shall be eligible for reappointment as the auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The necessary eligibility certificate under Section 224(1B) of the Companies Act, 1956 has been received from them. The Audit Committee and Board of Directors have also recommended the appointment of M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, as the auditors of the Company. Also, The Board of Directors of the Company are hereby authorized to fix their remuneration plus traveling and other out of pocket expenses incurred by them in connection with Statutory audit and/or continuous audit and also such other remuneration, as may be decided to be paid by the Board of Directors for performing the duties of auditing the accounts of the company.

AUDITORS REPORT

The observation made by the Auditors in their report is self-explanatory and does not require any clarification. DIVIDEND

To conserve the resources of the Company, Board of Director decided not to declare any dividend.

LISTING ON STOCK EXCHANGES

The shares of the company are listed with Delhi, Mumbai, Kolkata, Kanpur, Madras and Ludhiana Stock Exchanges. With the wide and extensive network of Mumbai Stock Exchange, the investors have access to online dealings in the company''s equity shares across the country. The company is taking steps to delist its equity shares from Delhi, Madras, Kolkata, Kanpur and Ludhiana stock exchanges as there is hardly any trading on these stock exchanges and listing fee payable to these exchanges no more offer commensurate benefits to the company and its investors. Therefore, delisting of the equity from all Stock Exchanges except Bombay Stock Exchange is considered necessary, firstly on the ground that the cost to the company would stand reduced and secondly that the interest of the members located in the regions where the said Stock Exchanges are located would remain unaffected.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT- 1956:

The Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, all the applicable accounting standards had been followed. Your Directors had selected the accounting policies, which are in the best interest of the company and are as prudent so as to give a true and fair view of state of affairs of the company and of the profit or loss of the company for the accounting period ended 30th June 2014.

2. Your Directors had taken proper and sufficient care for the maintenance of accounting records for the period ended 30th June, 2014 in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

3. Your Directors had prepared annual accounts on a going concern basis.

PERSONNEL

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particular in the Report of Board of Directors) Rules 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no Foreign Exchange earnings & Foreign Exchange Outflow during the year under review.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance is produced as a part of the Annual Report with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement of the Stock Exchanges as Annexure A. A certificate from the auditors, M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Directors'' Report as Annexure A1.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management discussion and analysis Report as required under the Listing Agreement with Stock Exchange is attached as Annexure B of this Report.

SUBSIDIARIES

The Members are aware that most of the provisions of Companies Act, 2013 have been applicable with effect from April 01,2014. However, the Ministry of Corporate Affairs (''MCA") vide General Circular no 08/2014 dated April 04, 2014 has issued a clarification that financial statements including documents required to be attached thereto, auditor''s report and Board''s report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/ Schedules/ rules of the Companies Act, 1956.

As per the Circular No 2/2011, issued by Ministry of Corporate Affairs on 8th February, 2011, general exemption is provided to all holding Companies pertaining to Central Government approval (Section - 212(8) of Companies Act, 1956) for availing the exemption for not attaching the annual accounts of the subsidiary Companies. Accordingly, the Balance Sheet, Profit & Loss Account and other documents of the subsidiaries of the company are not being attached with the Balance Sheet of the Company. Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements by your Company includes financial information of the subsidiaries duly audited by the Statutory Auditors and the same is published in your Company''s Annual Report. A statement containing brief financial details of the company''s subsidiaries for the year ended as on June 30, 2014 is included in the Annual Report. The company will make available the audited annual accounts and related information of the subsidiary companies, on request by any member of the company. These documents will also be available for inspection during business hours at our Registered Office.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Clients, Government Regulators, Stock Exchanges, Statutory Bodies, Bankers, and Agencies, and Business Associates for having extended their continued support.

Your Directors would like to place on record their sincere appreciation of the employees for their continuing support and unparallel efforts in ensuring an excellent all-round operational performance.

Also Your Directors wish to extend their appreciation for the wholehearted, sincere and continuous support & belief extended by the members who have also been a tremendous source of support for the company.

ON BEHALF OF THE BOARD OF DIRECTORS RAGHUNANDAN PRASAD RAJAT PRASAD DIRECTOR MANAGING DIRECTOR

Place : New Delhi Date : 3.12.2014

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Jun 30, 2011

THE MEMBERS,

RR FINANCIAL CONSULTANTS LIMITED

Your Directors take pleasure in presenting the Twenty Fourth Annual Report and Audited Statement of Accounts of the Company for the period ended on 30th June, 2011 along with the Audited Accounts, Auditor's Report for the year ending 30th June, 2011.

FINANCIAL RESULTS

(2) The Standalone financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary

(Rs in lacs)

S. No. Particulars As on 30th June 2011 As on 30th June 2010

1 Gross Income 1105.64 874.99

2 Profit/Loss before Dep. & Tax 530.41 499.64

3 Depreciation 26.37 28.69

4 Provision for Taxation 8.00 35.00

5 Profit after Tax 276.37 35.95

6 Balance Brought Forward 1948.76 1512.81

7 Profit available for appropriation 2225.13 1948.76

8 Transfer to General Reserve NIL NIL

9 Dividend Paid 55.30 NIL

10 Corporate Dividend Tax 9.18 NIL

11 Balance Carried to Balance Sheet 2160.65 1948.76

SHARE CAPITAL

The Share Capital remained the same during the period under review.

SUBSIDIARY COMPANIES

As on 30.06.2011, RR Financial Consultants Limited has six subsidiary companies. The names of the subsidiaries long with the Percentage of Holding company in these Subsidiary Companies is given as below:-

Name of the Companies % of Holding

RR Equity Brokers Private Limited 100%

RR Insurance Brokers Private Limited 100%

RR Investor Capital Services Private Limited 66.65%

Arix Consultants Private Limited 100%

RR Infra Estates Private Limited 100%

RR Fincap Private Limited 100%

RR Equity Brokers Private Limited has 5 subsidiaries i.e. RR Commodity Brokers Private Limited, RR Information and Investment Research Private Limited, RR Investor Retail services Private Limited, RR IT Solutions Private Limited and RR Investor Distribution Company Private Limited.

RR Investor capital services Private Limited has 1 subsidiary i.e. RR Investor Securities Trading Private Limited.

RR Infra Estates Private Limited has 2 subsidiaries i.e. RR Land Estates Private Limited and Lakshminarayan Infra Estates Private Limited. Lakshmi Narayan Buildwell Private Limited and Shivom Infra Estates Pvt. Ltd. have not remained its subsidiaries w.e.f. 18th September, 2010.

As per sec 4 (1)c of The Companies act, 1956 the subsidiaries of subsidiaries of RRFC are deemed to be subsidiaries of RRFC.

As required under the new Clause 49 of the Listing Agreement, the Company has adopted a practice of placing the minutes and statements of all the significant transactions of all the un-listed subsidiary companies in the meeting of Board of Directors of RR Financial Consultants Limited. The Audit Committee of the Company regularly reviews the financials of the subsidiary companies.

REVIEW OF PERFORMANCE

The Total Income of the company during the period under review is Rs 1105.64 Lacs as compared to Rs 874.99 Lacs in the previous period. The Company registered a Profit after Tax and Depreciation amounting Rs 276.37 Lacs as against profit of Rs 435.95 Lacs in the previous year.

DIRECTORS

Mahesh Chandra, director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under during the period under review.

AUDITORS

M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and shall be eligible for reappointed as the auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The necessary eligibility certificate under Section 224(1 B) of the Companies Act, 1956 has been received from them. The Audit Committee and Board of Directors have also recommended the appointment of M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, as the auditors of the Company. Also, The Board of Directors of the Company are hereby authorized to fix their remuneration plus traveling and other out of pocket expenses incurred by them in connection with Statutory audit and/or continuous audit and also such other remuneration, as may be decided to be paid by the Board of Directors for performing the duties of auditing the accounts of the company.

AUDITORS REPORT

The observation made by the Auditors in their report is self-explanatory and does not require any clarification.

DIVIDEND

To conserve the resources of the Company, Board of Director decided not to declare any dividend.

LISTING ON STOCK EXCHANGES

The shares of the company are listed with Delhi, Mumbai, Kolkata, Kanpur, Madras and Ludhiana Stock Exchanges. With the wide and extensive network of Mumbai Stock Exchange, the investors have access to online dealings in the company's equity shares across the country. The company is taking steps to delist its equity shares from Delhi, Madras, Kolkata, Kanpur and Ludhiana stock exchanges as there is hardly any trading on these stock exchanges and listing fee payable to these exchanges no more offer commensurate benefits to the company and its investors. Therefore, delisting of the equity from all Stock Exchanges except Bombay Stock Exchange is considered necessary, firstly on the ground that the cost to the company would stand reduced and secondly that the interest of the members located in the regions where the said Stock Exchanges are located would remain unaffected.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT, 1956:

The Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, all the applicable accounting standards had been followed. Your Directors had selected the accounting policies, which are in the best interest of the company and are as prudent so as to give a true and fair view of state of affairs of the company and of the profit or loss of the company for the accounting period ended 30th June 2011.

2. Your Directors had taken proper and sufficient care for the maintenance of accounting records for the period ended 30th June, 2011 in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

3. Your Directors had prepared annual accounts on a going concern basis.

PERSONNEL

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particular in the Report of Board of Directors) Rules 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no Foreign Exchange earnings & Foreign Exchange Outflow during the year under review.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance is produced as a part of the Annual Report with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement of the Stock Exchanges as Annexure A. A certificate from the auditors, M/s Sandeep Gupta & Co., Chartered Accountants, of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Directors' Report

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management discussion and analysis Report as required under the Listing Agreement with Stock Exchange is attached as Annexure B of this Report.

PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956

As per the Circular No 2/2011, issued by Ministry of Corporate Affairs on 8th February, 2011, general exemption is provided to all holding Companies pertaining to Central Government approval (Section - 212(8) of Companies Act, 1956) for availing the exemption for not attaching the annual accounts of the subsidiary Companies. Accordingly, the Balance Sheet, Profit & Loss Account and other documents of the subsidiaries of the company are not being attached with the Balance Sheet of the Company. A statement containing brief financial details of the company's subsidiaries for the year ended as on June 30, 2011 is included in the Annual Report. The company will make available the audited annual accounts and related information of the subsidiary companies, on request by any member of the company. These documents will also be available for inspection during business hours at our Registered Office.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Clients, Government Regulators, Stock Exchanges, Statutory Bodies, Bankers, and Agencies, and Business Associates for having extended there continued support. Your Directors would like to place on record their sincere appreciation of the employees for their continuing support and unparallel efforts in ensuring an excellent all-round operational performance. Also Your Directors wish to extend their appreciation for the wholehearted, sincere and continuous support & belief extended by the members who have also been a tremendous source of support for the company.

On Behalf of the Board of Directors |

Place : New Delhi Date : 29.08.2011

-Sd- -Sd-

RAGHUNANDAN PRASAD RAJAT PRASAD

(Chairman) ( Managing Director)

---

Jun 30, 2010

The Directors take pleasure in presenting the Twenty Third Annual Report and Audited Statement of Accounts of the Company for the period ended on 30th June, 2010 along with the Audited Accounts, Auditors Report for the year ending 30th June, 2010.

FINANCIAL RESULTS

(1) A quick Glance on the financial achievements of the Company and its Subsidiaries for the year 2009-10

(Amount in)

Name of the Companies Revenues Profit before Profit after

(Subsidiaries as at 30th June 2010) Depreciation Tax

and Tax

RR Financial Consultants Limited (Holding Company) 87,499,348 49,964376 43,595,071

RR Equity Brokers Private Limited (as at31.03.2010) 75,976,413 6,340,803 2,730,589

RR Insurance Brokers Private Limited (Nine months) 10,471,2980 7,892,692 2,978,541

RR Investor Capital Services Private Limited 272,683,654 13,447,580 4,370,354

Arix Consultants Private Limited 187,511 18,785 137,342

RR Infra Estates Private Limited 927,310 589,473 588,641

"RR Fincap Private Limited 942,685 691,729 491,729

(2) The Standalone financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary

(Rs in lacs)

S. No. Particulars As on 30th June 2010 As on 30th June 2009

1 Gross Income 874.99 953.25

2 Profit/Loss before Dep. & Tax 499.64 475.69

3 Depreciation 28.69 20.38

4 Provision for Taxation 35.00 27.50

5 Profit after Tax 435.95 318.63

6 Balance Brought Forward 1512.81 1258.89

7 Profit available for appropriation 1948.76 1577.52

8 Transfer to General Reserve NIL NIL

9 Proposed Dividend NIL 55.30

10 Corporate Dividend Tax NIL 09.40

11 Balance Carried to Balance Sheet 1948.76 1512.82

SHARE CAPITAL

The Share Capital remained the same during the period under review.

SUBSIDIARY COMPANIES

As on 30.06.2010, RR Financial Consultants Limited has six subsidiary companies. The names of the subsidiaries along with the Percentage of Holding company in these Subsidiary Companies is given as below:-As required under the new Clause 49 of the Listing Agreement, the Company has adopted a practice of placing the minutes and statements of all the significant transactions of all the un-listed subsidiary companies in the meeting of Board of Directors of RR Financial Consultants Limited. The Audit Committee of the Company regularly reviews the financials of the subsidiary companies.

Name of the Companies % of Holding

RR Equity Brokers Private Limited 100%

RR Insurance Brokers Private Limited 100%

RR Investor Capital Services Private Limited 66.65%

Arix Consultants Private Limited 100%

RR Infra Estates Private Limited 100%

RR Fincap Private Limited 100%

The Subsidiaries i.e. RR Commodity Brokers (P) Ltd, RR IT Solutions (P) Ltd, RR Information & Investment Research (P) Ltd becomes 100% Subsidiary of RR Equity Brokers (P) Limited (Wholly owned subsidiary of RRFC) and RR Investor Securities Trading (P) Ltd becomes 100% Subsidiary of RR Investor Capital Services (P) Ltd, earlier was the subsidiary of RR Financial Consultants Limited.

REVIEW OF PERFORMANCE

The Total Income of the company during the period under review is Rs 874.99 Lacs as compared to Rs 953.25 Lacs in the previous period. The Company registered a Profit after Tax and Depreciation amounting Rs 499.64 Lacs as against profit of Rs 475.69 Lacs in the previous year.

DIRECTORS

Mr. Rajesh Agrawal, director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under during the period under review.

AUDITORS

M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and shall be eligible for reappointed as the auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The necessary eligibility certificate under Section 224(1 B) of the Companies Act, 1956 has been received from them. The Audit Committee and Board of Directors have also recommended the appointment of M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, as the auditors of the Company. Also, The Board of Directors of the Company are hereby authorized to fix their remuneration plus traveling and other out of pocket expenses incurred by them in connection with Statutory audit and/or continuous audit and also such other remuneration, as may be decided to be paid by the Board of Directors for performing the duties of auditing the accounts of the company.

AUDITORS REPORT

The observation made by the Auditors in their report is self-explanatory and does not require any clarification.

DIVIDEND

Your Directors are please to recommend for your consideration and approval payment of dividend @ 10 % amounting to Rs 1 per equity share of Rs 10/- each for the financial year 2009-10. Total amount of dividend outgo for the financial year shall be Rs 64.70 Lacs (including Corporate Dividend Tax amounting to Rs 9.40 Lacs).

LISTING ON STOCK EXCHANGES

The shares of the company are listed with Delhi, Mumbai, Kolkata, Kanpur, Madras and Ludhiana Stock Exchanges. With the wide and extensive network of Mumbai Stock Exchange, the investors have access to online dealings in the companys equity shares across the country. The company is taking steps to delist its equity shares from Delhi, Madras, Kolkata, Kanpur and Ludhiana stock exchanges as there is hardly any trading on these stock exchanges and listing fee payable to these exchanges no more offer commensurate benefits to the company and its investors. Therefore, delisting of the equity from all Stock Exchanges except Bombay Stock Exchange is considered necessary, firstly on the ground that the cost to the company would stand reduced and secondly that the interest of the members located in the regions where the said Stock Exchanges are located would remain unaffected.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT, 1956:

The Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, all the applicable accounting standards had been followed. Your Directors had selected the accounting policies, which are in the best interest of the company and are as prudent so as to give a true and fair view of state of affairs of the company and of the profit or loss of the company for the accounting period ended 30th June 2010.

2. Your Directors had taken proper and sufficient care for the maintenance of accounting records for the period ended 30th June, 2010 in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

3. Your Directors had prepared annual accounts on a going concern basis.

PERSONNEL

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particular in the Report of Board of Directors) Rules 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no Foreign Exchange earnings & Foreign Exchange Outflow during the year under review.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance is produced as a part of the Annual Report with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement of the Stock Exchanges as Annexure A. A certificate from the auditors, M/s Sandeep Gupta & Co., Chartered Accountants, of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Directors Report

as Annexure A1.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management discussion and analysis Report as required under the Listing Agreement with Stock Exchange is attached as Annexure B of this Report.

PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956

The Company has filed necessary application for the approval of Ministry of Corporate Affairs, Government of India dispensing with the requirements to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of section 212 of the Companies Act, 1956, and approval thereof is granted by the Ministry of Corporate Affairs. Accordingly, the Balance Sheet, Profit & Loss Account and other documents of the subsidiaries of the company are not being attached with the Balance Sheet of the Company. A statement containing brief financial details of the Companys subsidiaries for the year ended as on June 30, 2010 is included in the Annual Report. The company will make available the audited annual accounts and related information of the subsidiary companies, on request by any member of the company. These documents will also be available for inspection during business hours at our Registered Office.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Clients, Government Regulators, Stock Exchanges, Statutory Bodies, Bankers, and Agencies, and Business Associates for having extended there continued support. Your Directors would like to place on record their sincere appreciation of the employees for their continuing support and unparallel efforts in ensuring an excellent all-round operational performance.

Also Your Directors wish to extend their appreciation for the wholehearted, sincere and continuous support & belief extended by the members who have also been a tremendous source of support for the company.

On Behalf of the Board of Directors

Place : New Delhi Date : 30.08.2010

-Sd- -Sd-

RAGHUNANDAN PRASAD RAJAT PRASAD

(Chairman) (Managing Director)

---

Jun 30, 2009

* The Directors take pleasure in presenting the Twenty Second Annual Report and Audited Statement of Accounts of the Company for the period ended on 30th June, 2009 along with the audited accounts, Auditor’s Report for the year ending 30th June, 2009

FINANCIAL RESULTS

* (1) A quick Glance on the financial achievements of the Company and its Subsidiaries for the year 2008-09

(Rupees-Lacs)

* Name of the Companies * Revenues * Profit before Depreciation and Tax * Profit after Tax

* RR Financial Consultants Limited (Holding Company) * 953.25 * 475.68 * 318.63 * RR Equity Broker Private Limited * 523.50 * 34.45 * 8.82 * RR Insurance Brokers Private Limited * 1,521.85 * 259.98 * 184.91 * RR Commodity Brokers Pvt. Ltd. * 98.79 * 07.02 * 0.69 * RR Investor Capital Services Pvt. Ltd. * 2628.53 * 220.17 * 164.28 * RR Information & Investment Research Pvt. Ltd. * 32.13 * 0.53 * 0.24 * Arix Consultants Private Limited * 11.33 * 1.82 * 1.74 * RR Infra Estates Private Limited * 1 8.15 * (6.24) * (6.24) * RR Share Trading Pvt. Ltd.(since 18.03.09) * 7.59 * 0.86 * 0.63 * RR IT Solution Pvt. Ltd. (since 14.08.08) * 43.70 * 9.50 * 8.77 * RR Fincap Pvt. Ltd. ( since 14.01.09) * 4.97 * 4.56 * 4.20

* (2) The Standalone financial results of the Company for the period under review are summarised below. The previous figures in the financial statements have been regrouped, wherever necessary

(Rupees in Lacs) * S.No. * Particulars * As on 30 * As on 30th Jun june 2009 2008

* 1 * Gross Income * 953.25 * 965.53 * 2 * Profit/Loss before dep &Tax * 475 * 630.22 * 3 * Depreciation * 2 * 37.18 * 4 * Less Prior Period adjustments * - * - * 5 * Provision for Taxation * 30.5 * 23.88 * 6 * Profit after Tax * 318.63 * 569.16 * 7 * Balance BroughtForward * 1258.89 * 689.73 * 8 * Profit Available for appropriation * 1577.52 * 1258.89 * 9 * Transfer to General Reserve * NIL * NIL * 10 * Proposed Dividend * 55.30 * NIL * 11 * Corporate Dividend Tax * 9.40 * NIL * 12 * Balance carried to Balance Sheet * 1512.82 * 1258.89

SHARE CAPITAL

The Share Capital remained the same during the period under review.

SUBSIDIARY COMPANIES

As on 30.06.2009, RR Financial Consultants Limited has Ten subsidiary companies. The names of the subsidiaries along with the Percentage of Holding company in these Subsidiary Companies is given as below: -

As required under the new Clause 49 of the Listing Agreement, the Company has adopted a practice of placing the minutes and statements of all the significant transactions of all the un-listed subsidiary companies in the meeting of Board of Directors of RR Financial Consultants Limited. The Audit Committee of the Company regularly reviews the financials of the subsidiary companies.

Name of the Companies % of Holding

* RR Equity Brokers Private Limited * 100% * RR Insurance Brokers Private Limited * 100% * RR Commodity Brokers Private Limited * 100%. * RR Investor Capital Services Private Limited * 66.65% * RR Information & Investment Research Private Limited * 93.85% * Arix Consultants Private Limited * 99.96% * RR Infra Estates Private Limited * 100% * RR IT Solutions Private Limited * 100% * RR Fincap* * 100% * RR Share Trading Pvt. Ltd.** * 100%

Note:

* RRFCL has incorporated another wholly owned subsidiary by the name " RR Fincap Private Limited w.e.f. 14.01.2009 ** RR Share Trading Pvt. Ltd. became subsidiary of RRFCL w.e.f. 18.03.2009

REVIEW OF PERFORMANCE

The Total income of the company during the period under review is 953.25 Lacs as compared to 965.53 Lacs in the previous period. The Company registered a profit after Tax and Depreciation amounting Rs.318.63 Lacs as against profit of Rs. 569.16 Lacs in the previous year.

DIRECTORS

Mr. Raghunandan Prasad, director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment

PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under during the period under review.

AUDITORS

M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and shall be eligible for reappointed as the auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The necessary eligibility certificate under Section 224(1B) of the Companies Act, 1956 has been received from them. The Audit Committee and Board of Directors have also recommended the appointment of M/s Sandeep Ramesh Gupta & Co., Chartered Accountants, as the auditors of the Company. Also, The Board of Directors of the Company are hereby authorized to fix their remuneration plus traveling and other out of pocket expenses incurred by them in connection with Statutory audit and/or continuous audit and also such other remuneration, as may be decided to be paid by the board of Directors for performing the duties of auditing the accounts of the company.

AUDITORS REPORT

The observation made by the Auditors in their report is self-explanatory and does not require any clarification.

DIVIDEND

Your Directors are pleased to recommend for your consideration and approval payment of dividend @ 10% amounting to Rs. 1 per equity share of Rs. 10/- each for the financial year 2008-09. Total amount of dividend outgo for the financial year shall be Rs. 64.70 Lacs ( including Corporate Dividend Tax amounting to Rs. 9.40 Lacs ).

LISTING ON STOCK EXCHANGES

The shares of the company are listed with Delhi, Mumbai, Kolkata, Kanpur, Madras and Ludhiana Stock Exchanges. With the wide and extensive network of Mumbai Stock Exchange, the investors have access to online dealings in the company’s equity shares across the country. The company is taking steps to delist its equity shares from Delhi, Madras, Kolkata, Kanpur and Ludhiana stock exchanges as there is hardly any trading on these stock exchanges and listing fee payable to these exchanges no more offer commensurate benefits to the company and its investors. Therefore, delisting of the equity from all Stock Exchanges except Bombay Stock Exchange is considered necessary, firstly on the ground that the cost to the company would stand reduced and secondly that the interest of the members located in the regions where the said Stock Exchanges are located would remain unaffected.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT, 1956: The Board of Directors hereby confirms that:

1.In the preparation of the annual accounts, all the applicable accounting standards had been followed. Your Directors had selected the accounting policies, which are in the best interest of the company and are as prudent so as to give a true and fair view of state of affairs of the company and of the profit or loss of the company for the accounting period ended 30th June 2009

2.Your Directors had taken proper and sufficient care for the maintenance of accounting records for the period ended 30th June, 2009 in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

3. Your Directors had prepared annual accounts on a going concern basis.

PERSONNEL

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particular in the Report of Board of Directors) Rules 1988, are not applicable.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance is produced as a part of the Annual Report with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement of the Stock Exchanges. A certificate from the auditors, M/s Sandeep Gupta & Co., Chartered Accountants, of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Directors’ Report.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management discussion and analysis Report as required under the Listing Agreement with Stock Exchange is attached as Annexure B at page no 27 of this Report.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Clients, Government Regulators, Stock Exchanges, Statutory Bodies, Bankers,and Agencies, and Business Associates for having extended there continued support.Your Directors would like to place on record their sincere appreciation of the employees for their continuing support and unparallel efforts in ensuring an excellent all-round operational performance.Also Your Directors wish to extend their appreciation for the wholehearted, sincere and continuous support & belief extended by the members who have also been a tremendous source of support for the company.

On Behalf of the Board of Directors

Place: New Delhi -Sd- -Sd- Date : 30.09.2009 RAGHUNANDAN PRASAD RAJAT PRASAD Chairman MAnaging Director