R. R. Corporate Securities Limited

R R CORPORATE SECURITIES LIMITED

R. R. CORPORATE SECURITIES LIMITED

INFORMATION MEMORANDUM

R R CORPORATE SECURITIES LIMITED

Company R R Corporate Securities Limited

Registered Office 13, Community Centre, First Floor, East of Kailash, New Delhi - 110065

Phone Number 011 – 26477221

Fax Number NA

E-Mail [email protected]

Company Secretary Mr. Rajesh Mehta (Compliance Officer) and Compliance Officer

Registrar and Beetal Financial & Computer Services Pvt Ltd

Share Transfer Agent Beetal House, 3rd Floor, 99, Madangir, Near Dada Harsukh Das Mandir, New Delhi – 110062

Tel No: 011-29961281-82, Fax No: 29961284

Email id: [email protected]

SEBI Regd No: INR000000262

Contact Person: Mr Punit Mittal

R R CORPORATE SECURITIES LIMITED

INFORMATION MEMORANDUM FOR LISTING OF 3200000 EQUITY SHARES OF RS.10/- EACH FULLY PAID UP

GENERAL RISK

Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of R. R. Corporate Securities Limited unless they can afford to take the risk of involved in their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of R R Corporate Securities Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.

ABSOLUTE RESPONSIBILITY OF R R CORPORATE SECURITIES LIMITED.

R R Corporate Securities Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to R R Corporate Securities Limited which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or in part misleading in any material respect.

LISTING

The existing Equity Shares of the Company are listed on the Delhi Stock Exchange Limited (DSE), New Delhi. Now the Company proposes to list the equity shares of the company on the BSE Multi Commodity Exchange, i.e BSE MCX. An application is being made along with the information memorandum to BSE MCX seeking listing.

TABLE OF CONTENTS

Sr. Particulars Page No.

No.

I Definitions, Abbreviations and Industry related terms 4

II Risk Factors and Management Perceptions thereof 7

III General Information 9

IV Capital Structure 11

V Brief about company 20

R R CORPORATE SECURITIES LIMITED VI Overview of Organization Structure & Senior

Management Personnel 28

VII Financial Statements 33

VIII Management Discussion and Analysis 37

IX Outstanding Litigations, Defaults and Material

Developments 40

X Declaration 41

I. DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS

Unless the context otherwise indicates, the following terms have the meanings given below. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto.

Term Description “The Company” or R R Corporate Securities Limited, a Company constituted under the “Company” or “our Companies Act, 1956, having its Registered Office at 13, Community Company” “RRCSL” or Centre, First Floor, East of Kailash, New Delhi – 110065. “RR.Corporate Securities Limited”

Act or Companies Act The Companies Act, 1956 and the amendments made thereto from time to time. Articles/AOA Articles of Association of R R Corporate Securities Limited. AGM Annual General Meeting. Auditor The Statutory Auditors of R R Corporate Securities Limited being Doogar & Associates, Chartered Accountant. AS Accounting Standards. Board Board of Directors of R R Corporate Securities Limited. BSE MCX BSE Multi Commodity Ecxhange CDSL Central Depository Services (India) Limited. CAGR Compound Annual Growth Rate. CSR Corporate Social Responsibilities. Depositories Act The Depositories Act, 1996 as amended from time to time. Depository A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended. DP Depository Participant. DIN Director Identification Number. Director(s) Directors on the Board of R R Corporate Securities Limited.

R R CORPORATE SECURITIES LIMITED DSE Delhi Stock Exchange. EGM Extraordinary general meeting. Equity Equity Shareholders of the Company. Shareholders EPS Earning per Share. Equity Shares Equity Shares of the Company of face value of Rs. 10/- each unless otherwise specified in the context thereof. FC Foreign currency. FDI Foreign Direct Investment. FEMA Foreign Exchange Management Act, 1999, together with rules and regulations there under. Financial Year/Fiscal 12 months period ending on March 31 of a particular year. Unless Year/F otherwise stated. GDP Gross Domestic Product. Information This Information Memorandum. Memorandum HUF Hindu Undivided Family. Indian GAAP Generally Accepted Accounting Principles in India. IT Act Income Tax Act, 1961 and subsequent amendments thereto. ICAI The Institute of Chartered Accountants of India. ICSI The Institute of Companies Secretaries of India. MD Managing Director. MOA Memorandum of Association of R R Corporate Securities Limited. NSDL National Securities Depository Limited. NCR National Capital Region. NCT National Capital Territory. Non Resident / NRI A Person resident outside India, as defined under FEMA and includes a Non-Resident Indian. PAT Profit after tax. PAN Permanent Account Number allotted under the Income Tax Act, 1961 of India. PBT Profit Before Tax. RBI Reserve Bank of India. ROC Registrar of Companies, NCT of Delhi and Haryana. Rs. / Rupees Indian Rupees. SCRA Securities Contracts (Regulation) Act, 1956 and rules there of. SCRR Securities Contracts (Regulation) Rules, 1957 and rules there of. SEBI Securities and Exchange Board of India. SEBI Act Securities and Exchange Board of India Act, 1992 and rules there of. NBFC Non-Banking Financial Company.

R R CORPORATE SECURITIES LIMITED

CERTAIN CONVENTIONS; USE OF MARKET DATA

Unless indicated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared in accordance with the Generally Accepted Accounting Principles in India (“Indian GAAP”) and the Companies Act, 1956, as amended (“Companies Act”) included elsewhere in this Information Memorandum.

Unless stated otherwise the financial year commences on April 1st and ends on March 31, so all references to a particular financial year are to the twelve-month period ended March 31 of that year. Any discrepancies in any table between the total and the sums of the amounts mentioned are due to rounding off.

The information in this information memorandum has been taken from Financial Statements and annual Reports of the Company and Group Companies and Directors’ Report and Auditors Reports thereon and some other information pertaining to industry has been derived from, government websites and other reliable sources. We believe that industry data used in this Information Memorandum is reliable though it has not been independently verified by the company.

FORWARD LOOKING STATEMENT

Statements included in this Information Memorandum which contains words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “ should”, “will pursue” and similar expression or variations of such expressions, that are “forward-looking statements” and involve risks and uncertainties.

All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others:

 General economic and business conditions in India and other countries;  Our ability to successfully implement our strategy, our growth and expansion plans and technological changes;  Changes in the value of the Indian Rupee and other currency changes;  The occurrence of natural disasters or calamities;  Changes in laws and regulations in India;  Changes in political conditions in India;

R R CORPORATE SECURITIES LIMITED  The Loss of our Key Employees and Staff;  Any adverse outcome in the legal proceedings in which the Company is involved;  The Company’s ability to meet its capital expenditure requirements;  Changes in the foreign exchange control regulations in India.

For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors”. By their nature, certain risk disclosures are only estimates and could be materially different from what actually occur in the future. As a result, actual future gains or losses could materially differ from those that have been estimated.

We do not have any obligation to and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

II. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

An investment in equity securities involves a high degree of risk. Investors should carefully consider all information in this Information Memorandum, including the risks and uncertainties described below, before making an investment in our Equity Shares. Occurrence of any of the following risks as well as the other risks and uncertainties discussed in this Information Memorandum could have a material adverse effect on our business, financial condition, results of operations and could cause the trading price of our Equity Shares to decline, which could result in the loss to the investor.

EXTERNAL RISK

The period required for registration as a NBFC and obtaining a license to that effect would depend on the satisfactory submission of an Application and other information required by the RBI. The Company’s performance is highly correlated to the performance of the economy and the financial markets. The health of the economy and the financial markets in turn depends on the domestic economic growth, state of the global economy, balance of payment and various other financial parameters, among other factors. Any event disturbing the dynamic balance of these diverse factors would directly or indirectly affect the performance of the Company.

INDUSTRY RISK

NBFC forms an integral part of the Indian financial system. They are facing a lot of competition from the Banking Sector- nationalized as well as from the Foreign Banks. In liberalized economy, service differentiation has become insignificant and companies are trying to differentiate their offer by various augmentations in service level. The public sectors Banks emerge as a serious competition for the top-rated NBFCs, significant changes in the way they operate are a must.

INDIAN ECONOMY

R R CORPORATE SECURITIES LIMITED The growth in GDP during 2013-14 is estimated at 4.9 per cent as compared to the growth rate of 4.5 per cent in 2012-13 which was a very challenging year for the Indian economy. This was a result of the various macro-economic factors, global economy being at the brink of a recession, financial turmoil in the Euro Zone and slowdown in the economic decisions by the Government and the 13 consecutive rate hikes announced by the Reserve Bank of India.

The year was characterized by sustained rise in inflation, as a result of a sharp increase in the prices of commodities. This was further exaggerated by the supply side constraints and increased borrowing costs. The Reserve Bank of India took a cautious monetary stance, sacrificing growth over controlling inflation. With demand and affordability getting impacted, the economic growth engine witnessed signs of a significant slowdown. Over the near term, there is no sign of reversal of this trend, unless the Government initiates a series of reforms and bold economic measures.

BUSINESS AND FINANCIAL PERFORMANCE & OUTLOOK

NBFCs have witnessed substantial growth over the years, there are few areas of concern which need to be addressed. Nonetheless, in recent years, NBFCs have begun to create niches for themselves that are often neglected by banks. In the past few years, the increased competition from banks in the retail finance segment has led to excess diversification by NBFCS from their core business activities. The sector has witnessed introduction of various innovative products such as used vehicles financing, small personal loans, three-wheeler financing, IPO financing, finance for tyres & fuel, asset management, mutual fund distribution and insurance advisory, etc. Besides, NBFCs are aspiring to emerge as a one-stop shop for all financial services.

NBFCs have also ventured into riskier segments such as unsecured loans, purchase finance for used commercial vehicles, capital market lending, etc. Moreover, NBFC’s customer profile is concentrated on the self-employed segment.

Besides, given the significant slowdown in the Indian economy, NBFCs were encountering structural challenges such as increased refinancing risk, short-term asset-liability mismatch leading to decelerating growth and declining margins. NBFCs are expected to focus on rural and semi-urban markets. Credit requirements of rural population are primarily met by banks from organized sector or local money lenders. Though, in recent years there has been some penetration of NBFCs in this segment, the market still remains largely untapped. There is a large section of rural population which does not have access to credit either because of their inability to meet the lending covenants of banks or due to high interest rates of local money lenders. This provides a huge opportunity for NBFC sector to spread their business in the rural & semi-urban markets.

RISK IN INVESTING IN SECURITY OF THE COMPANY:

The prices of our equity shares may fluctuate after listing due to a wide variety of factors, including volatility in the Indian and global securities markets; our operational performance, financial results and capacity expansion; developments in India’s economic liberalization and deregulation policies and changes in India’s laws and regulations impacting our business. There is no assurance that an active trading market for our equity shares will develop or be sustained after listing.

R R CORPORATE SECURITIES LIMITED

INTERNAL RISK

PERSONNEL RISKS

The Company’s success to a large part depends on the abilities and continued services of its senior management, as well as other skilled personnel. The Company’s senior management is particularly important to its business because of their experience and knowledge of the real estate industry. The loss or non-availability to the Company of any of its senior management could have significant adverse affect. The Company may also not be able to either retain its present personnel or attract additional qualified personnel as and when needed. To the extent the Company will be required to replace any of its senior management or other skilled personnel, there can be no assurance that the Company will be able to locate or employ similarly qualified persons on acceptable terms or at all.

OPERATING RISK

In a competitive market, it is critical for any business unit to control its costs at all levels. To measure the operational efficiency, the turnover ratios and profitability ratios are used. They measure how efficiently the firm is employing the assets. They also represent the relationship between profit and sales, and between profit and investment.

REGULATORY OBLIGATION

The Company requires a number of approvals, licenses, registrations and permits for its business(s). Any delay in getting these approvals may adversely affect the business operations and financial condition of the Company.

Further, the government approvals and licenses are subject to various conditions. If it fails to comply, or a regulator claims that the Company has not complied with these conditions, its business, financial position and operations would be materially adversely affected

DEMAND AND GROWTH

The number of NBFCs increased substantially on the back of easy access of funds from capital market IPOs and deposits from the public. The high deposit rates offered by NBFCs led investors to invest their funds in NBFCs. Banks became wary of lending to NBFCs, which translated into high cost of funds for NBFCs. Moreover, increasing competition from the banking system that was opened up for private sector banks affected the NBFCs business.

III. GENERAL INFORMATION

Incorporation

R R Corporate Securities Limited (hereinafter referred to as “RRCSL”), was originally incorporated as Public Limited Company in the name of Narayan Walt (India) Limited on November 26, 1986 with the Registrar of Companies, Delhi & Haryana. Further the name of the company was change from Narayan Walt (India) Limited to its present name i.e. R R Corporate Securities Limited vide its fresh

R R CORPORATE SECURITIES LIMITED certification of incorporation dated September 17, 1992 with Registrar of Companies Delhi and Haryana.

Listing of equity shares on MCX Stock Exchange Limited (MCX):

Equity Shares of the Company are proposed to be listed and to be traded on MCX. Such admission for trading will be subject to fulfillment by the Company of listing criteria and subject to such other terms and conditions as may be prescribed by MCX at the time of the application by the Company seeking listing.

Eligibility Criterion:

The Company is submitting its Information Memorandum, for listing of Equity Shares under new norms for direct listing for the companies already listed on other recognized Stock Exchange and it contains information about the Company, making disclosures in line with the disclosure requirement for public issues, as applicable.

Prohibition by SEBI:

The company, its directors, its promoters, other companies promoted by the promoters and companies with which the company’s directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI.

General Disclaimer from the Company:

The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

Listing

Application is being made to MCX, for permission to deal in and for an official quotation of the Equity Shares of the company. The company has taken steps for completion of necessary formalities for direct listing of its shares and commencement of trading at the MCX Stock Exchange Limited

Demat Credit

The Company has executed Agreements with NSDL and applied before CDSL for its securities in Demat form. Tripartite agreements have been signed between the Company, the Registrar and CDSL and NSDL. The ISIN No. allotted to the Company is INE 441F01017.

Registrar of Companies NCT of Delhi & Haryana, 4th Floor, IFCI Tower 61, Nehru Place New Delhi – 110019.

R R CORPORATE SECURITIES LIMITED

Stock Exchanges, Where Company is listed Delhi Stock Exchange Ltd., DSE House-3/1, Asaf Ali Road, New Delhi-110002.

Auditors Doogar & Associates, Chartered Accountants 13, Community Centre, East of Kailash, New Delhi - 110065

Bankers to the Company Bank of Baroda East of Kailash, New Delhi-110065

IV. CAPITAL STRUCTURE OF THE COMPANY

PARTICULARS AGGREGATE NOMINAL

VALUE (RS.)

A. Authorized Capital

60,00,000 Equity Shares of Rs. 10/- each 60,000,000

B. Issued, Subscribed & Paid up Capital

32,00,000 Equity Shares of Rs. 10/- each 32,000,000

R R CORPORATE SECURITIES LIMITED Notes to Capital Structure:

Changes in the paid up Capital of the Company

Staus of Compliance Date of Identity of allotment Cumulative Paid Up Allottes of Shares Shares Issued Capital (Promoters/ Ex % to Mode Of Promoters/ % to total total Allotment Others) Share share Number Capital Number capital

Subscribers Complied 14.11.1986 7 0.00 70 0.00 to MOA Promoters

Private Complied 15.06.1987 199993 6.25 2000000 6.25 Placement Promoters

Complied 25.10.1994 3000000 93.75 32000000 100 Public Issue Public

Total 3200000 100 32000000 100

PARTICULARS OF COMMISSION, BROKERAGE, DISCOUNT OR OTHER SPECIAL TERMS FOR ISSUE OF ANY KIND OF SECURITIES

The Company has not paid any commission and/or brokerage and / or discount and/or issued any kind of securities to any person on special terms including an option for issue of any kind of securities granted to any person.

List of Top Ten Share holders of R R Corporate Securities Limited as on 30th September’2014

Address No of S.No Name Shares 13, Community Centre, East of Kailash, New 1 Mr Rajesh Mehta Delhi -110065 1336200 2 Mrs Leena Mehta I-43, Lajpat Nagar-III, New Delhi – 110024 407670 3 Deepak Kumar 133/1 Shastri Colony Faridabad 121002 155000 4 Amit Kumar A-3/12, Sultanpuri, New Delhi-110086 153800 Jairam Block No. 4, House No. 132, Kichripur, 5 Sumitra Delhi-110091 149500 House No. 190, Gali No. 13, Mithapur 6 Ompal Singh Extension, Badarpur, New Delhi- 110044 140000

R R CORPORATE SECURITIES LIMITED 7 Vidya rani 133/1 Shastri Colony Faridabad 121002 140200 13, Community Centre, East of Kailash, New 8 Somnath Delhi -110065 135000 9 Dinesh Kumar 133/1 Shastri Colony Faridabad 121002 130000 403 Chanana Building 2214 Har dhiyan Singh 10 Ratnesh Kumar Road Karol Bagh New Delhi 110005 125000

SHAREHOLDING PATTERN (30.09.2014)

(I)(a) Statement showing Shareholding Pattern

Name of the Company: R R Corporate Securities Limited

Scrip code, Name of the scrip, class of security: Equity

As a % of total As a % of total no. of Number of partly paid No. of partly shares of the Partly paid-up Shares up Shares paid-up Shares Company

Held by Promoter/Promoter Group Nil NA NA Held by Public Nil NA NA

Total Nil NA NA

As a % of total Number of Shares of As a % of total the Company, number of assuming full of outstanding conversion of the Outstanding Convertible Number of Outstanding Convertible convertible Securities Securities Securities Securities

Held by Promoter/Promoter Group Nil NA NA Held by Public Nil NA NA

Total Nil NA NA

As a % of total number of shares of the Company , As a % of total assuming full number of conversion of Warrants:- Number of Warrants Warrants Warrants

Held by Promoter/Promoter Group Nil NA NA Held by Public Nil NA NA

Total Nil NA NA

R R CORPORATE SECURITIES LIMITED

total Paid-up capital of the Company , assuming full conversion of Warrants and convertible Securities 3200000 N.A. Nil

Cat Category of Number Total number Number of Total shareholding as a Shares ego Shareholder (ii) of of shares (iv) shares held percentage of total number Pledged or ry Shareho in of shares otherwise cod lders dematerializ encumbered e (i) (iii) ed form (v) As a As a Numb As percentage percentage er of a of(A+B) (vi) of (A+B+C) share per (vii) s cen (viii) tag e (ix) (A) Shareholding of Promoter and Promoter Group2 (1) Indian (a) Individuals/ Hindu 2 1743870 Nil 54.50 54.50 0.00 0.00 Undivided Family (b) Central Government/ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 State Government(s) (c) Bodies Corporate 0.00 0.00 0.00 0.00 0.00 0.00 0.00

(d) Financial Institutions/ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Banks (e) Any Others(Specify) 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Sub Total(A)(1) 02 1743870 Nil 54.50 54.50 0.00 0.0 0 (2) Foreign (a) Individuals (Non- 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Residents Individuals/ Foreign Individuals)

(b) Bodies Corporate 0.00 0.00 0.00 0.00 0.00 0.00 0.00

(d) Qualified foreign 0.00 0.00 0.00 0.00 0.00 0.00 0.00 investors (e) Any other 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Sub Total(A)(2) 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Total Shareholding 02 1743870 Nil 54.50 54.50 0.00 0.0 of Promoter and 0 Promoter Group (A)= (A)(1)+(A)(2) (B) Public shareholding (1) Institutions

R R CORPORATE SECURITIES LIMITED

(a) Mutual Funds/ UTI 0.00 0.00 0.00 0.00 0.00 0.00 0.00

(b) Financial Institutions / 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Banks (c) Central Government/ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 State Government(s) (d) Venture Capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Funds (e) Insurance Companies 0.00 0.00 0.00 0.00 0.00 0.00 0.00

(f) Foreign Institutional 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Investors (g) Foreign Venture 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Capital Investors (h) Qualified foreign 0.00 0.00 0.00 0.00 0.00 0.00 0.00 investors (i) Any Other (specify) 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Sub-Total (B)(1) 0.00 0.00 0.00 0.00 0.00 0.00 0.0 0 B 2 Non-institutions (a) Bodies Corporate 0.00 0.00 0.00 0.00 0.00 0.00 0.00

(b) Individuals (b) Individuals 496 33800 0.00 1.05 1.05 0.00 0.00 (I) I. Individual share holders holding nominal share capital up to Rs 1 lakh (b) ii. Individual 11 1422330 0.00 44.45 44.45 0.00 0.00 (II) shareholders holding nominal share capital in excess of Rs. 1 lakh. (c) Qualified foreign 0.00 0.00 0.00 0.00 0.00 0.00 0.00 investors (d) Any Other -HUF 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Sub-Total (B)(2) 507 1456130 0.00 45.50 45.50 0.00 0.0 0 Total Public 507 1456130 0.00 45.50 45.50 0.00 0.0 Shareholding 0 (B)(1)+(B)(2) Total (A)+(B) 509 3200000 0.00 100.00 100.00 0.00 0.0 0 (C) Shares held by Custodian and against which Depository Receipt have been issued (i) Promoter and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Promoter Group

0.00 0.00 0.00 0.00 0.00 0.00 0.00 (ii)Public

GRAND TOTAL 509 3200000 0.00 100.00 100.00 0.00 0.00 (A)+(B)+(C)

R R CORPORATE SECURITIES LIMITED (I) (b) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Promoter and Promoter Group”

Sr Name of Total shares held Shares pledged or Details of Details of Total . the otherwise warrants convertible Shares N sharehol Encumbered Shares securities (includi o. der(s) (*) ng underly ing shares assumi ng full conver sion of warran ts and convert ible securiti es) as a % of diluted share capital Number As a Nu As a As a % Numb As a Numbe As a % of shares % of mb perce of grand er of % r of of total gran er ntag total warra total convert number d e (A)+(B) nts no. of ible of total +(C) of held warra securiti convert (A) sub- nts of es held ible +(B) clause the securiti +( C (I)(a ) same es of ) class the same class 1 Mr Rajesh 41.76 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Mehta 1336200 2 Mrs 12.74 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Leena Mehta 407670 Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1743870 54.50

(I) (c) (I) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Public” and holding more than 1% of the total number of shares

R R CORPORATE SECURITIES LIMITED

Sr. No. Name of Number Shares as a Details of warrants Details of convertible Total the of shares percentage of total securities Shar shareholder number of shares es {i.e., Grand Total (incl (A)+(B)+(C) udin indicated in g Statement at Para unde (I)(a) above} rlyin g shar es assu ming full conv ersio n of warr ants and conv ertibl e secur ities) as a % of dilut ed shar e capit al Number As a % Number of As a % of of total no. convertible total number warrants of securities of held warrants held convertible of the securities of same the same class class 0.00 0.00 0.00 0.00 0.00 Dinesh 1 Kumar 130000 4.06 Ratnesh 0.00 0.00 0.00 0.00 0.00 2 Kumar 125000 3.91 Yogesh 0.00 0.00 0.00 0.00 0.00 3 Kumar 120000 3.75

Deepak 0.00 0.00 0.00 0.00 0.00 4 Kumar 155000 4.84

5 Vidhya Rani 140200 4.38 0.00 0.00 0.00 0.00 0.00

Virendra 0.00 0.00 0.00 0.00 0.00 6 Prasad 105000 3.28

7 Som Nath 135000 4.22 0.00 0.00 0.00 0.00 0.00

8 Ompal Singh 140000 4.38 0.00 0.00 0.00 0.00 0.00

9 Sumitra 149500 4.67 0.00 0.00 0.00 0.00 0.00

R R CORPORATE SECURITIES LIMITED

10 Amit Kumar 153800 4.81 0.00 0.00 0.00 0.00 0.00

11 Sampati Devi 68830 2.15 0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 TOTAL 1422330 44.45 0.00

(I)(c)( Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together ii) with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sr. No. Name of Number Shares as a Details of Details of convertible Total the of shares percentage of total warrants securities Shares shareholder number of shares (includi {i.e., Grand Total ng (A)+(B)+(C) underlyi indicated in ng Statement at Para shares (I)(a) above} assumin g full conversi on of warrant s and converti ble securiti es) as a % of diluted share capital Number As a Number of As a % of of % convertible total warrants total securities held number of held no. of convertibl warra e nts of securities the of the same same class class 1 Nil 0 0.00 0 0.00 0 0 0.00

(I)(d) Statement showing details of locked-in shares

Sr. No. Name of Number Locked-in shares as a Details of Details of convertible Total the of locked- percentage of total warrants securities Shares shareholder in shares number of shares (includi {i.e., Grand Total ng (A)+(B)+(C) underlyi indicated in ng Statement at Para shares (I)(a) above} assumin g full conversi on of warrant s and converti ble securiti es) as a

R R CORPORATE SECURITIES LIMITED

% of diluted share capital

Number As a Number of % w.r.t. of % convertible total warrants total securities held number of held no. of convertibl warra e nts of securities the of the same same class class 1 Nil 0 0.00 0 0 0 0 0.00

TOTAL 0 0.00 0 0 0 0 0.00

(II)(a) Statement showing details of Depository Receipts (DRs)

Sr. No. Type of outstanding DR (ADRs, Number of Number of Shares underlying outstanding DRs as GDRs, SDRs, etc.) outstanding shares a percentage of total number of DRs underlying shares {i.e., Grand Total (A)+(B)+(C) outstanding indicated in Statement at para (I)(a) DRs above}

1 Nil 0 0 0.00

Total 0 0 0.00

(II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying shares are in excess of 1% of the total number of shares Sr. No. Name of the DR Holder Type of Number of Shares underlying outstanding DRs as outstanding shares a percentage of total number of DR (ADRs, underlying shares {i.e., Grand Total (A)+(B)+(C) GDRs, SDRs, outstanding indicated in Statement at para (I)(a) etc.) DRs above} 1 Nil 0 0 0.00 2 TOTAL Nil 0 0 0.00

R R CORPORATE SECURITIES LIMITED DETAILS OF OUTSTANDING CONVERTIBLE INSTRUMENTS

Presently the company has not any outstanding convertible instruments pending for conversion and also the company has not issued any convertible instruments till date.

V. Company History & Management

Brief History of the Company

R. R. Corporate Securities Limited (hereinafter referred to as “RRCSL”), was originally incorporated as Public Limited Company in the name of Narayan Walt (India) Limited on November 26, 1986 with the Registrar of Companies, Delhi & Haryana. Further the name of the company was change from Narayan Walt (India) Limited to its present name i.e. R R Corporate Securities Limited vide its fresh certification of incorporation dated September 17, 1992 with Registrar of Companies Delhi and Haryana. Presently the Registered Office of the Company is situated at 13, Community Centre, First Floor, East of Kailash, New Delhi -110065.

The Shares of “RRCSL” are presently listed on The Delhi Stock Exchange Limited (DSE).

BUSINESS ACTIVITIES OF THE COMPANY

The Company is a registered under the provisions of the Companies Act, 1956 during the year 1995. The Company is a Non Banking Finance Company registered with Reserve Bank of India as a non accepting public deposit NBFC under section 451A of RBI Act, 1932 vide RBI Certificate of registration no. 14.00045 and vide certificate issue dated 24th February, 1998. The Company is engaged in the business of financing industrial or other enterprises/business and to make loans, give guarantees and provide security to any company or other person and also to carry on the business of a hire purchase, leasing and finance company and to carry on in India or elsewhere the business of an Investment Company and to acquire, deal and hold stocks, debenture or debenture bonds.

COMPETITIVE STRENGTHS

Experienced Management and Employees

The Company has a team of experienced management and employees who posses significant experience in Financial Sectors. Our management and professional personnel have extensive experience in anticipating market trends, identifying new markets and potential opportunities for development of business. We believe that this experience and expertise will enable us to replicate our business model in other geographic areas of India and for other types of financial projects.

Our standardized and documented internal processes.

Under the guidance of our Management, we have documented our internal processes and methodologies which ensure that each department and each employee of our Company are aware of their respective roles and obligations, as per the standards that we have set for ourselves. This also ensures uniformity in all our processes.

R R CORPORATE SECURITIES LIMITED Major Events

Date Events

November 14, Incorporated as Narayan Walt (India) Limited 1986

June 15, 1987 Private Placement of Equity Shares

September 17, Name Changed from “Naran Walt (India) Limited” to “R R Corporate 1992 Securities Limited”.

October 25, Public Issue of Equity Share 1994

February 24, Registered as a NBFC with RBI 1998

* August 29, Open Offer made by R V Buildtech & Amusement Private Limited (Acquirer) 2014 to take management and control of the company.

* (Note: Open Offer is still under process)

MANAGEMENT OF THE COMPANY

R R Corporate Securities Limited is a professionally managed company. Under our Articles of Association, we are required to have not less than three directors and not more than twelve directors. The overall management is vested in the Board of Directors, comprised of qualified and experienced persons. We currently have Three Directors on Board. Out of which two are Independent (Non Executive) Directors and two are Executive Director (Promoter Directors).

BOARD OF DIRECTORS

S.N Name, Designation, DIN-No. Other Directorships o. Father’s Name, Age, /Address Occupation 1. Mr. Rajesh Mehta DIN 00203210 1) Trident Fin-Lease Private Limited Director Address: I-43, 2) Leo Financial Services Limited Lajpat nagar – S/O Sh Roshan Lal Mehta 3) Bluebird Sales Private Limited III, Delhi - DOB: 20/07/1949 110024 4) Euro Grain Limited 5) Athena Capital Advisors Private AGE: 65 YEARS Limited OCCUPATION: Financial 6) Khalilabad Sugar Mills Private Consultant Limited 7) Glenasia Commodities Private

R R CORPORATE SECURITIES LIMITED Limited 8) R R Corporate Consultants Limited. 2 Mr. Madan Mohan Miglani, DIN 00524427 1) Jai Shankar Investments Private Limited Director Address: A-5, Bathla S/o Sh. Hans Raj Miglani Apartments., 43, DOB: 15/12/1936 IP Extensions, Delhi - 110092 AGE: 78 Years OCCUPATION: Service

3 Mr Ganeshi Prasad Pundora, DIN 06797536 1) Nidhi Agro Pvt Ltd 2) San Share Shoppe Pvt Ltd Director Address: B-16, Jal Vihar Colony, S/o Sh. Bachi Ram Pundora Lajpat Nagar –II, DOB: 30/06/1969 Delhi - 110024 AGE: 45 Years OCCUPATION: Service

BRIEF PROFILE OF DIRECTORS

Mr. Rajesh Mehta

Mr. Rajesh Mehta is 65 years old and He is a Chartered Accountant from ICAI. He is a Corporate Professional giving services as a Financial consultant and having more than 40 years of experience in Accounts & Restructuring.

Mr. Madan Mohan Miglani

Mr Madan Mohan Miglani is 78 years Old and he is a Company secretary from ICSI. He gives his precious contribution to the corporate sectors. He has more than 50 years of rich experience in Legal & Secretarial and Restructuring work.

Mr Ganeshi Prasad Pundora

Mr. Ganeshi Prasad Pundora is 45 years Old and He is Graduate in Art. He has more tan 22 years of experience in the field of Accounts & Finance.

Corporate Governance

Good corporate governance is a pre-requisite for enhancing shareholder’s long-term value. The company’s policies and practices are aimed at efficient conduct of business and effectively meeting its

R R CORPORATE SECURITIES LIMITED obligations to shareholders. RRCSL has been consistently improving transparency and accountability to all its shareholders.

The Company complies with the current requirements relating to corporate governance, under the Listing Agreement entered into with the Stock Exchanges. RRCSL firmly believes that good corporate practices underscore its drive towards competitive strength and sustained performance. These practices are also powerful tool for building trust and long-term relationship with stakeholders of the Company. Company’s thrust on transparency, integrity, accountability and disclosure has enabled it to accomplish best Corporate Governance practices.

The company has complied with SEBI Guidelines in respect of Corporate Governance specially with respect to composition of Board, constituting the committees such as shareholding / investor grievances committee, etc. Currently We have Three Directors on Board. Out of which two are Independent (Non Executive) Directors. Thus, RRCSL complies with the provisions of the Clause 49 of the Listing Agreement in respect of composition of the board of directors.

Audit Committee

The Audit Committee of the Company comprises 3 Directors and out of which 2 are Non-Executive Independent Directors and one is executive director. As prescribed under Clause 49 of the Listing Agreement, the Members possess knowledge of Corporate Finance and Accounts. The Audit Committee meetings are attended by Statutory Auditors, Accounts and Finance head. The Company Secretary acts as the Secretary to the Audit Committee.

S.N. Name of the Director Designation Nature of Directorship

1. Mr. Madan Mohan Miglani Chairman Non- Executive Independent Director 2. Mr. Ganeshi Prasad Pundora Director Non- Executive Independent Director 3. Mr. Rajesh Mehta Director Executive Director

The terms of major reference of the audit committee are as follows:

 Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are true and fair.  Recommending to the Board, the appointment, re-appointment of the statutory auditors, fixation of audit fees and fees for other services.  Reviewing with management, the quarterly and annual financial statements before submission to the Board for approval.  To review related party transactions..  Reviewing the adequacy of internal control systems and internal audit function..

R R CORPORATE SECURITIES LIMITED  Discussing with regard to internal audit and any significant findings and follow up there on.  Reviewing the findings of any internal investigations into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.  Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.  To look into the reasons, if any, for substantial defaults in the payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividend) and creditors.  In addition to the above, all items listed in clause 49 (II) (D) of the Listing Agreement or the matters referred to the Committee by the Board.

2. Share Transfer and Shareholders / Investor Grievance Committee

The Board has constituted a Committee of two members under the Chairmanship of a Non-executive Independent Director. During the period, the committee met four times. All the members were present in all the meetings held during the period. The Committee generally meets to approve inter- alia, transfer/ transmission of shares, issue of duplicate share certificates and reviews the status of investor’s grievances and redressal mechanism and recommends measures to improve the level of investor services. Details of shares transfers/ transmissions approved by the Committee are placed at the Board Meetings from time to time.

Composition of Shareholders/ Investors Grievance Committee

S.N Name of the Director Designation Nature of Directorship

1. Mr Rajesh Mehta Chairman Executive Director 2. Mr. Ganesh Prasad Pundora Director Non- Executive Independent Director

The committee is constituted in terms of the mandatory requirement of Clause 49 of the Listing Agreement to look into the redressal of grievances of investors like non receipt of share certificates, non-receipt of balance sheet, non-receipt of dividend warrants etc. As on March 31, 2014, no complaints were pending from shareholders of the company.

3. Board Procedures The board of directors meets regularly as per the requirement of the business. The Company confirms that all material information is placed before to the Board of Directors. Also, the Report of Corporate Governance certifies that the requirement of Board procedures have been complied as per Clause 49 of the Listing Agreement entered into with Stock Exchange.

4. Management

The Management Discussion and Analysis report forms part of the annual report to the shareholders.

R R CORPORATE SECURITIES LIMITED

5. Shareholders

The Company has declared the Quarterly results within the expected time and the same have been reported to the Stock Exchanges as per the Listing Agreement. The Un-audited quarterly results were declared on the following dates and published in the national dailies and local newspapers as per Clause 49 of the Listing Agreement.

6. GROUP / SUBSIDIARY COMPANIES

R R Corporate Securities Limited does not belong to any Group and it has also no any subsidiary company.

VI. OVERVIEW OF ORGANISATION STRUCTURE & SENIOR

MANAGEMENT PERSONNEL

Board of Directors

Head of Departments

Secretarial Legal Accounts & Finance HR & Admin

Company Secretary Legal Manager Chief Financial Officer HR Manager

Assistant Employees

R R CORPORATE SECURITIES LIMITED

VII. FINANCIAL OVERVIEW

Statement of standalone Unaudited results for the quarter / half year ended September 30, 2014.

(Rs in Lacs)

Part I

Quarter ended Half Year Ended Year ended

Particulars 30.09.14 30.06.14 30.09.13 30.09.2014 30.09.2013 31.03.2014

Unaudited Unaudited Unaudited Unaudited Unaudited Audited

1 Net Sales/ Income from Operations 1.72 3.44 - 5.17 - 18.64

Other Operating Income ------

Total 1.72 3.44 - 5.17 - 18.64

2 Expenditure

(Increase) / Decrease in stocks ------

Cost of Materials ------

Staff Cost ------

Depreciation ------

Other Expenditure 1.04 3.34 0.13 4.38 0.21 0.46

Total 1.04 3.34 0.13 4.38 0.21 0.46

3 Profit from operations before other income, interest and exceptional items (1-2) 0.68 0.11 (0.13) 0.79 (0.21) 18.18

4 Other income ------

5 Profit before interest and exceptional items (3+4) 0.68 0.11 (0.13) 0.79 (0.21) 18.18

6 Interest and Finance cost - 0.00 0.00 0.00 0.00 0.00

7 Profit after interest but 0.68 0.11 (0.13) 0.79 (0.21) 18.18 before exceptional items

R R CORPORATE SECURITIES LIMITED

(5-6)

8 Exceptional items ------

9 Profit from ordinary activities before tax (7+8) 0.68 0.11 (0.13) 0.79 (0.21) 18.18

10 Tax expenses - - - - - 2.56

11 Net profit from ordinary activities after tax (9-10) 0.68 0.11 (0.13) 0.79 (0.21) 15.61

12 Extra ordinary items ------

13 Net Profit for the period (11-12) 0.68 0.11 (0.13) 0.79 (0.21) 15.61

14 Paid-up Equity Share Capital (Face value Rs. 10 each) 320.00 320.00 320.00 320.00 320.00 320.00

15 Reserves excluding Revaluation Reserves as per balnce sheet ------

16 Basic and diluted earnings per share (not annualized) 0.02 0.00 (0.00) 0.02 (0.01) 0.49

Part II

Quarter ended Half Year Ended Year ended

Particulars 30.09.14 30.06.14 30.09.13 30.09.2014 30.09.2013 31.03.2014

Unaudited Unaudited Unaudited Unaudited Unaudited Audited

A. Particulars of shareholding

1 Public shareholding

-Number of shares 1,456,130 1,456,130 1,456,130 1,456,130 1,456,130 1,456,130

-Percentage of shareholding 45.50% 45.50% 45.50% 45.50% 45.50% 45.50%

2 Promoters and Promoter Group Shareholding

a) Pledged / Encumbered

- Number of shares NIL NIL NIL NIL NIL NIL

- Percentage of shares (as a % of the total shareholding of promoter and promoter group) N.A. N.A. N.A. N.A. N.A. N.A.

R R CORPORATE SECURITIES LIMITED

- Percentage of shares (as a % of the total share capital of the company) N.A. N.A. N.A. N.A. N.A. N.A.

b) Non-Encumbered

- Number of shares 1,743,870 1,743,870 1,743,870 1,743,870 1,743,870 1,743,870

- Percentage of shares (as a % of the total shareholding of promoter and promoter group) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

- Percentage of shares (as a % of the total share capital of the company) 54.50% 54.50% 54.50% 54.50% 54.50% 54.50%

Particulars Quarter ended 30.09.2014

B. Investor Complaints

Pedning at the beginning of the quarter -

Received during the quarter -

Disposed of during the quarter -

Remainning unresolved at the end of the quarter -

Standalone statement of assets and liabilities

Particulars As at

30.09.2014 31.03.2014

Unaudited Audited

Â EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 320.00 320.00

(b) Reserves and surplus (189.11) (189.90)

R R CORPORATE SECURITIES LIMITED

Sub-total - Shareholders' funds 130.89 130.10

2. Share application money pending allotment - -

3. Non-current liabilities

(a) Long-term borrowings - -

(b) Deferred tax liabilities (net) - -

(d) Long-term provisions - -

Sub-total - Non-current liabilities - -

4. Current liabilities

(a) Short-term borrowings - -

(b) Trade payables - -

(c )Other current liabilities 0.062 0.062

(d) Short-term provisions 1.71 1.71

Sub-total - Current liabilities 1.77 1.77

TOTAL - EQUITY AND LIABILITIES 132.67 131.88

B ASSETS

1. 1. Non-current assets - -

(a) Fixed assets - -

(b) Non-current investments - -

(d) Long-term loans and advances - -

(e) Other non-current assets - -

Sub-total - Non-current assets - -

2 Current assets

(a) Current investments 40.73 54.31

(b) Inventories - -

(d) Cash and cash equivalents 10.49 7.22

(e) Short-term loans and advances 81.45 62.70

R R CORPORATE SECURITIES LIMITED

(f) Other current assets - -

Sub-total - Current assets 132.67 131.88

Total -Assets 132.67 131.88

FINANCIAL STATUS OF LAST 5 YEARS:

(Rs In Lacs)

PARTICULARS Year Ended

31st March, 31st March, 31st March, 31st 31st 2014 2013 2012 March, March, 2011 2010

Total Income 18.64 0.38 0.43 0.33 0.30

Profits before 18.18 (0.03) (0.026) 0.00 (0.03) depreciation & tax

Depreciation 0.00 0.00 0.00 0.07 0.08

Profit before Tax 18.18 (0.03) (0.026) (0.07) (0.11)

Provision for tax 1.71 0.00 0.00 0.00 0.00

Current 2.56 0.00 0.00 0.00 0.00

Deferred Tax 0.00 (0.03) 0.008 0.005 (0.005)

Profit after tax 15.62 (0.16) (0.02) (0.08) (0.11)

R R CORPORATE SECURITIES LIMITED

(Rs In Lacs) Balance Sheet Year Ended Year Ended Year Ended Year Ended Year Ended Statement 31.03.2010 31.03.2011 31.03.2012 31.03.2013 31.03.2014

(Audited) (Audited) (Audited) (Audited) (Audited)

Sources of Funds

Paid up Share Capital 320.00 320.00 Separately Separat Separately provided as ely provided as per Revised provide per Revised Schedule VI d as Schedule VI Format per Format Revised Reserves & Surplus - - Schedul (Excluding Revaluation e VI Reserve) Format

Net worth

Secured Loan - -

Unsecured Loan - -

Deferred Tax Liability 0.03 0.03

Total 320.03 320.03

Uses of Funds

Net Fixed Assets 0.44 0.37

Capital Work in Progress - -

Investments -

Net Current Assets 114.32 114.32

Miscellaneous Expenses not 205.26 205.34 written off

Deferred Tax Assets

Total 320.03 320.03

R R CORPORATE SECURITIES LIMITED Year Ended Year Ended Year Ended Balance Sheet Statement 31.03.2013 31.03.2012 31.03.2014 (Audited) (Audited) (Audited)

EQUITY AND LIABILITIES

Shareholder’s Fund

Paid up Equity Share Capital 320.00 320.00 320.00

Reserves & Surplus (Excluding (205.36) (205.51) (189.90) Revaluation Reserve)

Non-Current Liabilities

Long Term Borrowings - - -

Deferred Tax Liabilities (Net) 0.03 - -

Other Long Term Liabilities - - -

Long Term Provisions - - -

Current Liabilities

Short Term Borrowings - - -

Trade Payables - - -

Other Current Liabilities 0.01 0.01 0.06

Short Term Provisions - - 1.71

Net worth 114.68 114.50 130.10

Total 114.68 114.50 131.88

ASSETS

Non-Current Assets

Fixed Assets

Tangible Assets - - -

Intangible Assets - - -

Capital work in progress - - -

R R CORPORATE SECURITIES LIMITED Non- Current Investments - - -

Deferred Tax Assets (Net) - - -

Long Term Loans and Advances 18.06 17.41 -

Other Non-Current Assets - - -

Current Assets

Current Investments 95.47 95.47 54.31

Inventories - - -

Trade receivables - - 7.65

Cash and Cash equivalents 0.99 1.62 7.22

Short Term Loans and Advances - - 62.70

Other Current Assets 0.16 - -

Total 114.68 114.50 131.88

DIVIDENDS AND CASH BONUSES PAID

The structure of Dividend payable and cash bonus paid is as below:

YEAR DIVIDEND PAID CASH BONUS PAID

2004 NIL NIL

2005 NIL NIL

2006 NIL NIL

2007 NIL NIL

2008 NIL NIL

2009 NIL NIL

2010 NIL NIL

2011 NIL NIL

2012 NIL NIL

2013 NIL NIL

2014 NIL NIL

R R CORPORATE SECURITIES LIMITED

MATERIAL CONTRACTS / AGREEMENTS

The Company has not entered into any material contract and /or agreement (including agreements for technical advice and collaboration) and /or concessions except those entered into in the ordinary course of business carried on or intended to be carried on by the company.

VIII. Management Discussion and Analysis

Overview

In FY’13, the Indian economy is expected to perform better than in FY’12. The GDP growth bottomed out in Q4 FY’12 at 5.3%, and economic growth should be gaining traction. The change in the economic environment will be led by industrial growth, particularly in the manufacturing sector, as per the Government’s New Manufacturing Policy, increased spending in the infrastructure space and efforts to push through some large projects to kick start growth will help improve the investment climate and attract FDI on the ground. Despite what has been dubbed the “policy paralysis”, India’s growth is still among the highest in the emerging economies. In fact, the growth is spreading beyond towns and cities into smaller villages and semi-rural parts of India, with rural consumption spending risen by 65% over the past five years. Though India’s GDP growth of 6.5% during 2011-12 was below the 8.5% average of preceding 8 years, it’s still among the highest in the world. India has overtaken Japan to become the third largest economy in terms of purchasing power parity, next only to United States and China.

Opportunities, Threat and Outlook

For several years, NBFCs have rapidly emerged as an important segment of the Indian Financial System. The sector is now being recognized as complementary to the banking sector due to the implementation of innovative marketing strategies, introduction of tailor made products, customer- oriented services, attractive rates of return on deposits and simplified procedures. If fact, NBFCs have emerged as a powerful force for financial inclusion in India, serving the bottom of the pyramid rural clients.

NBFCs are characterized by their ability to provide niche financial services in the Indian economy. Because of their relative organizational flexibility leading to a better response mechanism, they are often able to provide tailor-made services relatively faster than banks. This enables them to build up a clientele that ranges from small borrowers to established corporates. NBFCs have often been leaders in financial innovations, which are capable of enhancing the functional efficiency of the financial system.

In fact, RBI’s latest report titled “Report on trends on progress of banking in India” observes:

“Non-Banking Financial Institutions (NBFIs) are playing pivotal role in broadening access to financial services, enhancing competition and diversification of the financial sector. They are increasingly being recognized as complementary to the banking system capable of absorbing shocks and spreading risk mitigation at the times of financial distress”, further “NBFCs perform a diversified range of functions and offer various financial services to individual, corporate and institutional clients. They have been

R R CORPORATE SECURITIES LIMITED helping to bridge the credit gaps in several sectors where the institutions like banks are unable to venture. With the growing importance assigned to financial inclusion, NBFCs have come to be regarded as important financial intermediaries particularly for the small-scale and retail sectors.”

NBFC’s are governed and are required to be registered with RBI, follow stringent prudential norms prescribed by RBI in the matters of capital adequacy, credit investment norms, asset-liability management, income recognition, accounting standards, asset classification, provisioning for NPA and several disclosure requirements. Besides this, RBI also supervises the functioning of NBFCs by conducting annual on-site audits through its officials. Such a rigorous regulatory framework ensures that NBFCs function properly and follow all the guidelines of RBI. Thus in all respect the monitoring of NBFCs is similar to banks.

The operating environment of retail NBFCs is likely to improve over the next 12 months, led by an expected dip in inflation, easing monetary policy stance and falling wholesale borrowing rates. Regulatory issues are near finalization and are unlikely to have a material impact on earnings.

The inflation is expected to soften to 7.5% due to lower prices and the high base of the past year. With lower inflation levels, policy action by RBI over the next six months is expected – such as a further cut in repo rate and liquidity measures. Lower policy rates and liquidity measures are likely to bring down the wholesale cost of funds for NBFCs. With the lower cost of funds, margins are expected to increase in FY’13.

Risks and concerns

The main risks to the Company are slowing global growth as the Euro zone sovereign debt crisis continues. High international oil and commodity prices could also dampen growth. As a result of the vast pools of liquidity injected by central banks of advanced countries to stimulate growth and prevent bank deliberating, India will need to guard against volatile capital flows and build-up of asset bubbles. The situation could be exacerbated by the return of risk aversion and deliberating by banks in developed economies. Inflation and low rainfall during the monsoons in certain areas will also play a major role in the economy during FY’13.

INTERNAL CONTROL SYSTEM

The Company has adequate internal control procedure and systems. Internal control system plays a great role in achieving the targets of any organization. Your Company gives top priority to establish a capable internal control system. The present internal control system of the Company is capable of facing the challenges and threats arising from the outside environment.

 The Company’s internal control system aims to ensure that :

 Laws and regulations are complied with;

 The instructions and directions issued by the Board and Management are complied and implemented.

 The Company’s internal processes are functioning correctly, particularly those implicating the security of its assets;

R R CORPORATE SECURITIES LIMITED

 Financial information is reliable and generally, contributes to the control over its activities, to the efficiency of its operations and to the efficient utilization of its resources.

 To prevent fraud, irregularity, misappropriation of Company’s resources and early detection thereof.

 The internal controls are periodically reviewed by the Audit Committee to ensure their effectiveness and adequacy.

HUMAN RESOURCES

The Company believes that the human capital is the key engine for its growth and competitiveness. It continues to focus on HR practices, systems and people development initiatives that encourage continuous learning on the job and meritocracy and which enhance the organization’s capability. The Company’s objective going forward would be to nurture and harness core management teams and explore outsourcing which will enable us to enhance management bandwidth and focus. The changing business scenario necessitates continuous development of employees in terms of skills and competencies in line with the Company’s requirements.

RISK MANAGEMENT

Risk management is the identification, assessment and taking pro-active measures to face the impact of various risks. Risks may arise from uncertainty in financial markets, project failures, legal liabilities, credit risk, accidents, natural causes and disasters etc. The Company has adopted appropriate procedure and policies to safeguard the company against business and other risk to mitigate its impact to the extent possible. The Risk management plans & policies are periodically monitored, reviewed and evaluated and updated from time to time.

CAUTIONARY STATEMENT

The Management Discussion and Analysis contains certain forward looking statements. These statements pertain to the Company’s future business prospects and business profitability, which are subject to a number of risks and uncertainties and the actual results could materially differ from the forward looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties, fluctuations in earnings, our ability to manage growth, competition, economic growth in India, ability to attract and retain highly skilled professionals, time and cost over runs on contracts, government policies and actions with respect to investments, Fiscal deficits, regulation etc. and other factors which cannot be anticipated.

PURPOSE OF LISTING

The equity shares of the Company are presently listed on Delhi Stock Exchange and the Company is regularly complying with the all the Listing requirements.

R R CORPORATE SECURITIES LIMITED As Delhi Stock Exchange is not in operation since long and also been derecognized by SEBI, the interests of shareholders of the company are affected. In order to safeguard the interests of the existing shareholders and to provide liquidity to their investment as also to safeguard the interests of the investors it is proposed to list the shares of the company on MCX.

Incorporated in 2003, MCX Stock Exchange Ltd (MCX) is India based electronic commodity futures exchange. MCX provides online trading facility along with clearing and settlement operations for commodity futures across India.

There are five officially recognized electronic multi-commodity national exchanges in India including MCX, NCDEX, NMCE, ICEX and ACE. These five national multi-commodity exchanges accounted for 99.5% of the turnover of commodity futures contracts traded in India. MCX is the largest among these and have above 80% of the market share of the Indian commodity futures exchange industry.

MCX allows trading in more than 50 commodities across sectors like bullion, metals, energy, weather, and agricultural products. The Exchange is the world's largest exchange in Silver, the second largest in Gold, Copper and Natural Gas and the third largest in Crude Oil futures, with respect to the number of futures contracts traded.

As of December 31, 2010, MCX has more than 2,107 registered members operating through over 180,000 trader work stations in over 1,139 cities across India. MCX emerged as the 5th largest exchange in the world

Followings are the benefits of listing which has motivated the Management to get the securities of the Company listed on BSE MCX:-

Listing provides an opportunity to the Corporates / entrepreneurs to raise capital to fund new projects/undertake expansions/diversifications and for acquisitions of SMEs in Cost Effective manner.

Opportunities to identify and invest in good companies at an early stage, long term Capital Gain tax benefit and Exit Route.

Listing also helps generate an independent valuation of the company by the market.

*Source MCX website

Listing raises a company's public profile with customers, suppliers, investors, financial institutions and the media. A listed company is typically covered in analyst reports and may also be included in one or more of indices of the stock exchanges.

MCX offers trading in varied commodity futures contracts across segments including bullion, ferrous and non-ferrous metals, energy and agricultural commodities. The Exchange focuses on providing commodity value chain participants with neutral, secure and transparent trade mechanisms, and formulating quality parameters and trade regulations, in conformity with the regulatory framework. The Exchange has an extensive national reach, with over 2000 members, operations through more than 468,000 trading terminals (including CTCL), spanning over 1900 cities and towns across India.

R R CORPORATE SECURITIES LIMITED MCX is India’s leading commodity futures exchange with a market share of about 81 per cent in terms of the value of commodity futures contracts traded in Q1 FY2014-15.

Companies listed on MCX generally find that the market perception of their financial and business strength is enhanced.

IX. Outstanding Litigations, Defaults and Material Developments

1. LITIGATIONS AGAINST COMPANY

Sr. Particulars Brief Details Status Financial No. Impact

-----NONE ------

2. LITIGATIONS BY THE COMPANY

Sr. No. Particulars Brief Details Status Financial Impact

-----NONE ------

X. DECLARATION

No statement made in this Information Memorandum contravenes any of the provisions of the Companies Act, 1956 and the rules made there under. All the legal requirements connected with the said issue as also the guidelines, instructions etc. issued by SEBI, Government and any other competent authority in this behalf have been duly complied with.

All the information contained in this document is true and correct.

On behalf of the Board of Directors of

R R Corporate Securities Limited

(Rajesh Mehta) Director

Place: New Delhi

Date: 11.12.2014