Directors Report of RCC Cements Ltd.

Mar 31, 2024

The Directors are pleased to present their 33^rdAnnual Report on the business and operations of RCC Cements
Limited and the Financial Accounts of the company for the Financial Year ended on March 31, 2024.

FINANCIAL RESULTS

(Rs. In Hundred)

PARTICULARS	CURRENT YEAR 31.03.2024	PREVIOUS YEAR 31.03.2023
Income from Operations	4973.82	6328.00
Other Income	-	-
Total Revenue	4973.82	6328.00
Profit /(Loss) before Depreciation and Taxation	(10825.89)	(11399.21)
Less: Depreciation	-	-
Profit / (Loss) before Taxation	-	-
Provision for Taxation	-	-
Deferred tax	-	-
Profit / (loss) after Taxation	(10825.89)	(11399.21)
Profit / (Loss) brought forward from previous years	(326858.30)	(315459.09)
Balance Carried forward	(337684.19)	(326858.30)

1. Results of operations

During the year under review your company had incurred a loss aggregating to Rs. 10825.89 (Hundred) as
against a loss of Rs. 11399.21 (Hundred) during the previous financial year.

2. Dividend

Keeping in view the losses incurred by the Company, your Directors do not recommend any dividend for the
year ended March 31, 2024.

3. Reserves

In view of the losses incurred by the Company, no amount is proposed to be transferred to Reserves for the
year under review.

4. Brief description of the Company''s working during the year.

Review of Operations

There were not much operations during the year under review, The company, therefore had not earned any
income during the F.Y. 2023-2024. The company had incurred a net loss Rs. 10825.89 (Hundred)- as
against a net loss (before tax ) of Rs. 11399.21 (Hundred)in the previous year. Your Directors are putting in
their best efforts to improve the overall financial position and the profitability of the Company.

The management of the company is exploring the market and business opportunities and is putting
necessary efforts in this respect so that the operations of the company can be started again and the financial
position & net worth of the company could be improved.

5. Change in the nature of business, if any

During the year, there is no change in the nature of business activity of the company.

6. Material changes and commitments, if any, affecting the financial position of the company which
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements relate and
the date of the report

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

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

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

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business,
including adherence to the company’s policies, the safeguarding of its asset, the prevention and detection of
fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary/Joint venture/Associate Company. During the year under review, no
company has become subsidiary/Joint venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture
companies included in the consolidated financial statement

During the year, no consolidated financial statements have been prepared by the company as the Company,
neither has a subsidiary company nor an associate company or had entered into any Joint Venture with any
entity.

11. Deposits

Your Company has not accepted any deposits from public within the meaning of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under
review. The details relating to deposits, covered under Chapter V of the Act is as under: -

S.No	Particulars	Amount / remarks
(a)	Accepted during the year	Rs. Nil
(b)	Remained unpaid or unclaimed as at the end of the year	Rs. Nil
(c)	whether there has been any default in repayment of deposits	N.A Since the company had not
	or payment of interest thereon during the year and if so,	accepted any deposit during the
	number of such cases and the total amount involved	financial year under review,
	(i) At the beginning of the year	Rs. Nil
	(ii) Maximum during the year	Rs. Nil
	(iii) At the end of the year	Rs. Nil

12. Auditors

A. Statutory Auditors:

M/s.Nemani Garg Agarwal & Co. (Firm Registration No. 010192N), Chartered Accountants were appointed
as the Statutory Auditors of the company, in the 28^th Annual General Meeting of the company held on 30^th
September, 2019, to hold the office for a term of 5 consecutive years, i.e., from the conclusion of the 28^th
Annual General Meeting of the company until the conclusion of 33^rd Annual General Meeting and is eligible
for reappointment. The Company has received confirmation from the Auditors to the effect that their
appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the
firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies
(Audit & Auditors) Rules 2014. The Board is of the opinion that continuation of M/s. Nemani Garg Agarwal &
Co., as Statutory Auditors will be in the best interests of the Company and therefore, the members are
requested to consider their re-appointment as Statutory Auditors of the Company, for a term of 05 (Five)
years, i.e., from the conclusion of the ensuing Annual General Meeting, till the Annual General Meeting to be
held in the calendar year 2029, at such remuneration as my be mutually agreed and approved by the Board.

A brief profile of M/s. Nemani Garg Agarwal & Co. is as under:

M/s. Nemani Garg Agarwal & Co. is a leading Chartered Accountancy firm rendering comprehensive
professional services which include Audit, Management Consultancy, Tax Consultancy, Accounting Services,
Manpower Management, Secretarial Services etc.

M/s. Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists of distinguished
Chartered Accountants, Corporate Financial Advisors and Tax Consultants. The firm represents a combination
of specialized skills, which are geared to offers sound financial advice and personalized proactive services.
Those associated with the firm have regular interaction with industry and other professionals which enables
the firm to keep pace with contemporary developments and to meet the needs of its clients.

M/s. Nemani Garg Agarwal & Co., Chartered Accountants (Firm Registration Number: 010192N) have
conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation
that their appointment, if made by the members, would be within the limits prescribed under the Companies
Act, 2013.

Statutory Auditors'' Report:

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

B. Secretarial Auditors:

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board had appointed
M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company
for the F.Y. 2023-24.

Annual Secretarial Compliance Report & Secretarial Audit Report

SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated that all listed
entities in addition to Secretarial Audit, on an annual basis, require a check by the PCS on compliance of all
applicable SEBI Regulations and circulars/ guidelines issued thereunder.

In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company Secretaries, the Secretarial
Auditors of the Company examined the compliance of all applicable SEBI Regulations and circulars /
guidelines and provided their report. The Secretarial Auditors vide their report dated 10^th August, 2024 and
Secretarial Compliance Report dated 27^th May, 2024 have reported that your company has maintained proper
records under the provisions of SEBI Regulations and Circulars / Guidelines issued thereunder except to the
fact that the company has not paid the Annual Listing Fees of BSE. Further, it has also been mentioned in the
said Report that BSE suspended the trading of the scrip of the company on BSE’s web portal due to non¬
payment of annual listing fees.

However, BSE vide its notice no. 20210219-31 dated 19 Feb, 2021has allowed the trading of shares of the
company on Trade-for-Trade basis only on the first trading day of every week till the company makes payment
of outstanding ALF to the Exchange.

The company is facing financial hardships and liquidity crunch and, therefore, at present is unable to pay the
outstanding listing fees of BSE. However, the management of the company is trying to arrange necessary
funds to clear its outstanding annual listing fees and to revoke the consequent suspension on trading of its
shares.

There are no other qualifications, reservations, adverse remarks or disclaimers given by the Secretarial
Auditor in the Report except those mentioned above.

The company has also obtained a certificate from M/s Saurav Upadhyay & Associates, Company Secretaries
confirming that none of the Directors on the Board of the Company has been debarred or disqualified from
being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/
Ministry of Corporate Affairs or any such Statutory Authority except to the observation as reproduced
hereinbelow:

In the Certificate dated 24.06.2023 issued by M/s Kundan Aggrawal & Associates (PCS Firm having FRN
S2009DE113700), they had stated that NSE vide its order dated 27.01.2022 expelled M/s. Omkam Capital
Markets Private Limited & its director Mr. Sachin Garg was disqualified from being Director of any Company
which is a trading member of Stock Exchange.

M/s Kundan Aggrawal & Associates had also stated in their Certificate dated 24.06.2023 that M/s. Omkam
Capital Markets Private Limited had filed an appeal against the expulsion order of NSE before the Hon’ble
Securities Appellate Tribunal which was pending adjudication as on the date of the previous year''s certificate
i.e. certificate dated 24.06.2023.

We have now been informed by the Management and on the basis of the order dated 22.08.2023 passed by
the Hon’ble Securities Appellate Tribunal, the Hon''ble Securities Appellate Tribunal has set aside the
expulsion order and penalty to the tune of Rs. 8.22 lakh has been informed; we certify that the disqualification
of Directors of Omkam Capital Markets Pvt. Ltd. namely Mr. SachinGarg(DIN No. 03320351), pursuant to
Clause (iv) sub-rule 4(A) & 5 of the Securities (Contract) Regulation Rules, 1957 is not attracted now.

The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding
disqualification of Directors for the F. Y. 2023-24are provided as Annexure-I(A), 1(B) & 1(C) respectively.

C. Internal Auditor:

Pursuant to the provision of the Companies Act, 2013, and Rules framed thereunder, the Board of Directors
on the recommendation of the Audit Committee had appointed M/s. Sanghi& Co., Chartered Accountants as
the Internal Auditor of the company for the FY 2023-24.

13. Share Capital

A. Issue of equity shares with differential rights: During the year, company has not issued any equity shares
with differential rights.

B. Issue of sweat equity shares during the year, company has not issued any Sweat equity shares.

C. Issue of employee stock options During the year, company has not issued employee stock options.

D. Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees - Rs. Nil

E. Bonus Shares - No bonus shares were issued during the year under review.

14. Annual Return

An Extract of the Annual Return in form MGT-9 as of March 31, 2024, pursuant to the sub section (3) of
Section 92 of the Companies Act 2013 is placed at the Company’s website under the web link: :
https://www.rcccements.com/investor/mgt9-23-24.pdf

Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31, 2024 in Form MGT-
7, is available on the website of the Company at the link: https://www.rcccements.com/investor/aretum23-
24.pdf

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as
follows:

A) Conservation of energy:

Your company has undertaken various energy efficient practices which has strengthened the Company’s
commitment towards becoming an environment friendly organization. The Company makes all efforts
towards conservation of energy, protection of environment and ensuring safety. As far as possible, company
is utilizing alternate sources of energy.

B) Technology absorption:

The business of the company is not technology driven. No technology has been imported. There is nothing
to be disclosed on account of technology absorption.

C) Foreign exchange earnings and Outgo during the year:

articulars	t (i s. re )
Foreign Exchange Earned in terms of actual inflows	Nil
Foreign Exchange outgo in terms of actual outflows Nil	Nil

16. Corporate Social Responsibility (CSR)

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

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel
Appointment and Cessation

During the year under review, Mr. Santosh Pradhan (DIN 00354664) was reappointed as an Independent
Non-Executive Director of the Company w.e.f. 03^rd May, 2023 for a second term of Five (5) years His re¬
appointment as an Independent Director of the Companyfor a second term of Five (5) years was duly
approved by the shareholders in the 31^st Annual General Meeting of the Company held on September 30,
2022.

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mrs. Madhu Sharma (DIN 06947852)
Director of the Company retires by rotation at the forthcoming AGM, and being eligible, offers herself for re¬
appointment.

Brief profile of Mrs. Madhu Sharma, Director of the Company who is proposed to be re-appointed is
mentioned herein below:

Mrs. Madhu Sharma (DIN 06947852)is a Bachelor of Arts from prestigious University. She has an extensive
experience of almost 22 years in various aspects of management, viz., the field of marketing and general
administration. She has always demonstrated a certain dynamism and foresight seen in the most pragmatic
of profession.

Mrs. Madhu Sharma holds the following directorship and membership of the Committees of the Board of
Directors of the under stated other companies as on 31st March, 2024

Sl. No.	Directorships in other Public Companies	Committee Membership/Chairmanship
1.	Polar Marmo Agglomerates Limited	Audit Committee Nomination and Remuneration Committee Stakeholder''s Relationship Committee	Member Member Member
2.	MPS Infotechnics Limited	Audit Committee Nomination and Remuneration Committee Risk Management Committee Corporate Social Responsibility	Chairman Chairman Member Chairman
3.	Interworld Digital Limited	Audit Committee	Member
		Nomination and Remuneration Committee	Member
		Stakeholder''s Relationship Committee	Member
		Risk Management Committee	Member
4.	MPS Pharmaa Limited (Formerly Advik Laboratories Limited)	Audit Committee Nomination and Remuneration Committee Stakeholder’s Relationship Committee	Chairperson Member Member
5.	B. P. Capital Limited	Audit Committee Nomination & Remuneration Committee	Member Member

Mrs. Madhu Sharma does not hold any shares in the Company and is not related to any of the Directors and
Key Managerial Personnel of the company.

Listed entities from which Ms. Madhu Sharma has resigned in the past three years - NIL

Considering the background and experience of Mrs. Madhu Sharma, the Board is of the opinion that her
reappointment will immensely benefit your Company. The Board recommends her reappointment as a
Director Liable to retire by rotation.

B. Appointment of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, your
Company has requisite number of Independent Directors on its Board. Your Company has duly complied
with the requirements of the said provisions for appointment of Independent Directors during the year under
review.

C. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Directors of the Company under
Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, confirming that they meet with the criteria of independence as
prescribed under the aforesaid Section and Regulation.

D. Formal Annual Evaluation

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its
performance as well as that of its Committees and Individual Directors including the Chairman of the Board.
Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board
function.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and
Non -Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board
and its Committees with the Company.

E. Demise of Mr. Rakesh Jain, Promoter of the Company

The Company was intimated on 06^th April, 2023 about the sadden demise of Mr. Rakesh Jain, promoter of
the Company in the year 2021.

All the Directors and employees of the Company convey their deep sorrow and condolences to the family of
Mr. Rakesh Jain w.r.t his unexpected passing away.

Further, Mr. Rakesh Jain would ceased to be the part of promoter & promoter group of the company in
accordance with the Regulation 31A (6) (c ) of the SEBI (LODR) Regulations, 2015. The transmission of
shareholding of Mr. Rakesh Jain to his nominees shall take place in due course and therefore, shareholding
of Mr. Rakesh Jain will be shown in his name till the conclusion of transmission.

18. Number of meetings of the Board of Directors

Six (6) meetings of the Board of Directors were held during the year on 29/05/2023, 11/08/2023, 29/08/2023,
10/11/2023, 12/02/2024 and 30/03/2024.

One separate meeting of Independent Directors of the Company was also held on 26/03/2024.

19. Committees of the Board

The Board had constituted following committees in accordance with the Companies Act, 2013 and Regulation
17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

> Audit Committee

> Stakeholders’ Relationship Committee

> Nomination and Remuneration Committee

Details of the said Committees alongwith their charters, compositions and meetings held during the year are
provided in the Report of Corporate Governance which forms part of this Annual Report.

Recommendation of Audit Committee

During the year under review, there were no instances of non-acceptance of any recommendation of the
Audit Committee by the Board of Directors.

20. Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall
monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal
annual evaluation needs to be made by the Board of its own performance and that of its Committees and
individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of
Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board of Directors had carried out an annual evaluation of its own performance, Board Committees and
individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Structured questionnaires were used in the
overall Board evaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of Performance Evaluation Policy
formulated by the Board and after seeking inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees were evaluated by the Board after seeking inputs from the Committee
members on the basis of the criteria such as the composition of committees, effectiveness of Committee
meetings, etc. and on such further criteria as is set out in the Performance Evaluation Policy (as per
Annexure 2) formulated by the Nomination and Remuneration Committee and approved by the Board to
evaluate the performance of the Board and its Committees.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director to the Board
and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of
his role.

In a separate meeting of Independent Directors held on 26/03/2024, the performance of non-Independent
Directors, the performance of the Board as a whole and performance of the Chairman was evaluated, taking
into account the views of executive directors and non-executive directors. The same was discussed in the
board meeting that followed the meeting of the Independent Directors, at which the performance of the
Board, its committees and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent
director being evaluated.

Based on the outcome of performance evaluation for the financial year 2023-24, further measures/actions
have been suggested to improve and strengthen the effectiveness of the Board and its Committees.

21. Policy On Directors'' Appointment And Remuneration

Your Company has a policy to have an appropriate mix of executive and Independent directors to maintain
the independence of the Board, and separate its functions of governance and management. As on March
31, 2024, theBoard consisted of 4 members, out of whom, one is an Executive Director, two are
Independent Directors and one is a Non-Executive Woman Director.

The policy of the Company on directors’ appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a Director, and other matters provided under sub-section
(3) of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as Annexure - 3 to the
Board Report. Further, the remuneration paid to the Directors is as per the terms laid out in the nomination
and remuneration policy of the Company. However, your directors have voluntarily decided not to take any
remuneration or sitting fees.

22. Risk management policy and Internal Control

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a
mechanism to identify, access, monitor and mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed through mitigating actions on a
continuing basis.

23. Whistle Blower Policy and Vigil Mechanism

Your Company has established a “Whistle Blower Policy” and Vigil Mechanism for directors and employees
to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or
violation of the Company’s code of conduct policy and provides safeguards against victimization of
employees who avail the mechanism and also

provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the
website of the company and can be accessed at http://www.rcccements.com/policy.html. None of the
personnel has been denied access to the Audit Committee.

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

Particulars and details of loans given, investments made or guarantees given and securities provided, if any,
at the year end and maximum outstanding amount thereof during the year as required under Para A of
Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the
Company.

25. Contracts and arrangements with related parties

All Related Party Transactions, if any, that were entered into during the financial year were on an arm’s
length basis

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website
http://www.rcccements.com/policy.html. The details of the transactions with related parties are provided in
Notes to Financial Statements.

26. Corporate Governance

Your Company has been benchmarking itself with well-established Corporate Governance practices besides
strictly complying with the requirements of Regulation 17 to 27 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and / or any other applicable Regulation of the SEBI, as
amended from time to time.

A separate “Report on Corporate Governance” together with requisite certificate has been granted by the
Statutory Auditors of the Company, confirming compliance with the provisions of Corporate Governance as
per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this
Report.

27. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors to the
best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable
accounting standards had been followed and no material departures have been made from the same;

(b) the directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year i.e. on 31st March, 2024 and of the profit or loss of the
company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and operating efficiently; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

28. Particulars Of Employees

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs.
102.00 lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 8.50 lacs or
more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed herewith as Annexure - 4.

During the year under review, none of the Directors of the Company have received remuneration from the
Company. The Nomination and Remuneration Committee of the Company has affirmed in its meeting held
on March 29, 2024 that the remuneration paid to the Senior Management Employee/KMPs is as per the
remuneration policy of the Company.

29. Internal Auditors & Their Report

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the
Company had appointed M/s Sanghi& Co. as Internal Auditor for the financial year 2023-24.

Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business,
including adherence to the company’s policies, the safeguarding of its asset, the prevention and detection of
fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosure. The Company has an adequate internal controls system commensurate with its
size and the nature of its business. All the transactions entered into by the Company are duly authorized and
recorded correctly. All operating parameters are monitored and controlled. The top management and the
Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems
from time to time.

30. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 read with Rules thereunder

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any
complaint of sexual harassment during the year under review.

31. Reporting Of Frauds By Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under
Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report.

32. Secretarial Standards

The Company has complied with the provisions of the applicable Secretarial Standards, i.e. SS-1
(Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General
Meetings).

33. Human Resources

Your Company treats its “human resources” as one of its most important assets. We focus on all aspects of
the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at
the Company, employees are motivated through various skill development programs. We create effective
dialogue through our communication channels to ensure that feedback reach the relevant team, including
leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.
A number of programs that provide focused people attention are currently underway. Your Company thrust
is on the promotion of talent internally through job rotation and job enlargement.

34. Segment-wise performance

The Company is into single reportable segment only.

35. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company and performance review
for the year ended March 31, 2024, as stipulated in Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is presented in a separate report which forms part of the
Report.

36. Details relating to material variations

The Company has not issued any prospectus or letter of offer and raised no money from public and as such
the requirement for providing the details relating to material variation is not applicable to the Company for
the year under review.

37. Details of the difference between amount of the valuation done at the time of one time settlement
and the valuation done while taking loan from banks or financial institutions along with the reasons
thereof.

There was no one time settlement made with the Banks or Financial Institutions during the Financial Year
2023- 24 and accordingly no question arises for any difference between the amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from Banks or Financial Institutions
during the year under review.

38. Acknowledgements

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and
Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance
and support and wish to express their sincere appreciation for their continues co-operation and assistance.
We look forward for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received
from banks, customers, vendors, Government, members and employees during the year under review.
Finally, the Directors thank you for your continued trust and support.

For and on behalf of the Board of
RCC Cements Limited
Sd/-

Place: New Delhi Sachin Garg

Dated: 02.09.2024 Chairman

DIN:03320351

---

Mar 31, 2015

The Directors are pleased to present their 24th Annual Report on the business and operations of RCC Cements Limited and the Financial Accounts of the company for the Financial Year ended on March 31, 2015.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Current Year Previous Year

Income from Operations 9.11 8.93

Total Revenue 9.11 8.93

Profit(Loss) before Depreciation and Taxation 0.27 0.26

Less: Depreciation - -

Profit(Loss) before taxation 0.27 0.26

Provision for taxation 0.08 0.08

Deferred Tax - -

Profit(Loss) after taxation 0.19 0.18

Profit/(Loss) brought forward from previous year 221.86 (222.04)

Balance carried forward 221.67 (221.86)

1. Results of operations

During the financial year under review the company has incurred a net profit (after tax) of Rs.18,831/- as compared to a profit (after tax) of Rs.18,071/- in the previous financial year.

2. Dividend

Keeping in view the insufficiency of profits, the Board of Directors do not recommend any dividend for the year ended March 31, 2015.

3. Reserves

In view of insufficiency of profits, no amount is proposed to be transferred to Reserves for the year under review.

4. Brief description of the Company's working during the year:

A. Review Of Operations

During the year under review total revenue of the Company was Rs. 9,11,000/- as against Rs. Rs. 8,93,140/- in the previous year. The company earned a net profit (before tax ) of Rs. 27,251/- against a net profit (before tax )of Rs. 26,152/- during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company.

5. Change in the nature of business, if any

During the year, there is no change in the nature of business activity of the company.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

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

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

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

Merger of the Company

The company has initiated the process of merger with M/s Virgo Softech Limited i.e., the transferor company in the F.Y. 2012-13. The Board is of the opinion that the transferor company is a closely held professionally managed, rapidly growing, multifaceted information technology company with vast experience and substantial business relating to e-Governance and Smart Card.

The managements of the two companies found it mutually beneficial to amalgamate transferor company and consolidate the business and financial strengths with Transferee Company, i.e., RCC Cements Limited. The consolidation of Transferor's company business with transferee company would at one hand strengthen the financials of RCC Cements Limited for the benefit of all its stakeholders and on the other hand would help transferor company business in getting future contracts and raising funds for expansion due to its listed status.

The Hon'ble High Court of Delhi had duly convened and held Meeting of the Equity Shareholders of your Company on 20th July, 2013 for consideration and approval of the aforesaid scheme of amalgamation The shareholders of the Company had duly approved the aforesaid scheme of amalgamation in the aforesaid general meeting. However, the Order of the Hon'ble High Court for approval of the aforesaid scheme of amalgamation is still pending.

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

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company has no Subsidiary. During the year, no company has become or ceased as subsidiary/Joint- venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement:

During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiary company.

11. Deposits :

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under Chapter V of the Act is as under-

(a) accepted during the year Rs Nil

(b) remained unpaid or unclaimed as at the end of the year Rs Nil

(c) whether there has been any default in repayment of No deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

(i) at the beginning of the year Rs Nil

(ii) maximum during the year Rs Nil

(iii) at the end of the year Rs Nil

12. Auditors:

M/s. RMA & Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company (Registration No. 000978N), will hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment for a further period of five years as per the provisions of Section 139 of the Companies Act and Rules made thereunder. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for their reappointment as Statutory Auditors of the Company. They have furnished a certificate of their eligibility and consent under Section 139(1) and 141 of the Companies Act, 2013 and the rules framed there under. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement.

The Board of Directors have recommended the reappointment of M/s. RMA & Associates, Chartered Accountants as the Statutory Auditors of the Company to hold office for a period of five years i.e., from the conclusion of ensuing Annual General Meeting till the conclusion of 29th Annual General Meeting subject to ratification by shareholders at each Annual General Meeting.

13. Auditors' Report:

The Auditor report does not contain any qualification, reservation or adverse remark.

14. Share Capital :

A Issue of equity shares with differential rights : During the year, company has not issued any equity shares with differential rights.

B Issue of sweat equity shares During the year, company has not issue any Sweat equity shares.

C Issue of employee stock options During the year, company has not issued employee stock options.

D Provision of money by company for purchase of Rs Nil its own shares by employees or by trustees for the benefit of employees

E Bonus Shares No bonus shares were issued during the year under review.

15. Extract of the annual return (MGT-9):

The extract of the annual return in Form No. MGT–9 is annexed herewith (Annexure 1).

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo :

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

Your company has undertaken various energy efficient practices which has strengthened the Company's commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy.

(B) Technology absorption:

The business of the company is not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption.

(C) Foreign exchange earnings and Outgo during the year:

Rs Foreign Exchange Earned in terms of actual inflows Nil

Foreign Exchange outgo in terms of actual outflows Nil

17. Corporate Social Responsibility (CSR) :

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

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

Appointment

During the year under review, Ms. Madhu Sharma, was appointed as an Additional Director in the category of Non-Executive, Woman Director of the Company with effect from 31st March, 2015 and in terms of relevant provisions of the Companies Act, 2013 she holds office till the conclusion of this Annual General Meeting.

The Company has received a notice under Section 160 of the Act alongwith deposit of requisite amount proposing her candidature for the office of director liable to retire by rotation.

The Board of Directors of the Company proposed to appoint Ms. Madhu Sharma as a Director of the Company whose term of office is liable to determination by retire of Directors by rotation.

Further, during the year under review, Mr. Sunil Kumar was reappointed as Managing Director of the Company w.e.f. 07/05/2015 for a period of five years. The tenure of Mr. Sunil Kumar as Managing Director of the Company has expired on 06/05/2015. The Board of Directors had its Meeting held on 06/05/2015, pursuant to the approval of remuneration committee, approved the reappointment of Mr. Sunil Kumar as Managing Director of the Company w.e.f. 07/05/2015 for a period of 5 years. The reappointment of Mr. Sunil Kumar as a Managing Director of the Company shall be subject to the approval of shareholders in the ensuing Annual General Meeting.

Further, in the Board Meeting held on 02/09/2014, Mr. Jata Shankar Jha was appointed as Chief Financial Officer and Key Managerial Personnel of the Company.

Retirement by Rotation

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

Mr. Sunil Kumar, aged 53 years, is a Commerce graduate from a reputed university. He has an enriched experience of over 25 years in preparing business plans, business valuation, audit, accounts, taxation, project management and stock broking activities. He has always demonsterated a certain dynamism and foresight seen in the most pragmatic of professional.

Cessation

Ms. Pooja Chuni, Company Secretary of the Company has tendered her resignation w.e.f. 05th August, 2015. The Board puts its sincere appreciation towards the valuable contribution shown by her in meeting out the Statutory Compliances of the Company.

B. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of the Company under Section 149(6) of the Companies Act, 2013 read with Clause 49(II)(B) of Listing Agreement confirming that they met with the criteria of independence as prescribed under the aforesaid Section and Clause.

C Formal Annual Evaluation

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors including the Chairman of the Board.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non – Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

19. Number of meetings of the Board of Directors :

Seven meetings of the Board of Directors were held during the year

20. Committees of the Board :

During the year under, in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board reconstituted some of its Committees. The Committees are as follows:

- Audit Committee

- Stakeholders' Relationship Committee

- Nomination and Remuneration Committee

- Risk Management Committee

Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report.

21. Board Evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

22. Policy On Directors' Appointment And Remuneration

Your Company has a policy to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consisted of 4 members and out of them, 1 Director is an Executive Director, 2 are Independent Directors and 1 Director is a non executive Woman Director.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, of the Companies Act, 2013, adopted by the Board, is attached as (Annexure – 2) to the Board Report. Further the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

23. Risk management policy and Internal Control:

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify, access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

24. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of the Company's code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the link http://www.rcccements.com/investor.html

25. Particulars of loans, guarantees or investments under section 186 :

During the year under review, no loans, guarantees or investments under section 186 was given/taken or made by your Company.

26. Contracts and arrangements with related parties :

During the year under review, no contracts/arrangements/transactions, has been entered by the company with related parties.

However, as a matter of Company's policy, all contracts/arrangements/transactions, if any, which will be entered by the company with related parties would be in the ordinary course of business and on an arm's length basis and details and prescribed particulars of all such transactions (if any), will be contained in the Notes to the Financial Statements

27. Secretarial Audit Report :

In terms of Section 204(1) of the Companies Act, 2013 and the rules made thereunder, M/s A. K. Friends & Co. was appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the F.Y. 2014-15. The report of the Secretarial Audit in Form No. MR -3 is annexed to and forms part of this Report as per (Annexure 3).

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

28. Corporate Governance:

Your Company comply with the Securities and Exchange Board of India's guidelines on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance alongwith Auditors' Certificate on the compliance is attached with the Report.

29. Directors' Responsibility Statement:

Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board to the best of its knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under schedule III to the Act, have been followed and no material departures have been made from the same;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

30. Particulars Of Employees:

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 60 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as (Annexure – 4).

31. Internal Auditors & Their Report

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sanghi & Co. as Internal Auditor for the financial year 2014-15.

Internal Financial Control And Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time.

32. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder.

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

33. Human Resources

Your Company treats its "human resources" as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

34. Segment-wise performance

The Company is into single reportable segment only.

35. Acknowledgements

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks, customers, vendors, Government, members and employees during the year under review.

Finally, the Directors thank you for your continued trust and support.

By the order of the Board

For RCC Cements Limited

Sd/-

Place: New Delhi (Sunil Kumar)

Dated: 03rd September, 2015 Chairman

---

Mar 31, 2014

Dear members,

The Directors are pleased to present their 23rd Annual Report on the business and operations of RCC Cements Limited and the Financial Accounts of the company for the Financial Year ended on March 31, 2014.

FINANCIAL RESULTS

(Rs. In Lacs) Particulars Current Year Previous Year

Income from Operations 8.93 7.45 Total Revenue

Profit(Loss) before Depreciation and 0.26 0.26 Taxation

Less: Depreciation - 0.06

Profit(Loss) before taxation 0.26 0.20

Provision for taxation 0.08 0.06

Deferred Tax - (0.02)

Profit(Loss) after taxation 0.18 0.14

Profit/(Loss) brought forward from previous year (222.04) (222.18)

Balance carried forward (221.86) (222.04)

RESULTS OF OPERATIONS

During the financial year under review the company has incurred a net profit (after tax) of Rs.18,071/- as compared to a profit (after tax) of Rs.13,971/- in the previous financial year.

DIVIDEND

Keeping in view the insufficiency of profits, the Board of Directors do not recommend any dividend for the year ended March 31, 2014.

SHARE CAPITAL

During the financial year 2013-14, there has been no increase in the Authorized and Paid Up Share Capital of the Company.

DIRECTORS

In accordance with the provisions of Section 149 of the Companies Act, 2013 and the Rules made thereunder, which came into effect from April 1, 2014, approval of the Members will be sought at the ensuing Annual General Meeting of the Company for formalizing the appointment of Mr. Mukesh Sharma and Mr. Kishore Bhatia, who were initially appointed as an Independent Directors and whose term of office was liable to retire by rotation, as an Independent Directors of the Company not liable to retire by rotation for a period of five consecutive years from the date of this annual general meeting.

Your Company has received declarations from all the Independent Directors of the Company confirming that they met with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Sunil Kumar was reappointed as Managing Director of the Company w.e.f. 30/09/2010. As per terms of his appointment his office was not liable to retire by rotation.

As per Section 149 of the Companies Act, 2013 read with Schedule IV thereunder, Office of Independent Directors is not liable to be determined by rotation and Section 152(2) of the Companies Act, 2013 provides that at least two-third of the Board excluding Independent Directors shall be the Directors whose period of office is liable to determination by retirement of Directors by rotation. Accordingly, to comply with the Act, the Company has proposed to vary the terms of appointment of Mr. Sunil Kumar so that his office shall be determined to retirement of Directors by rotation.

Brief resumes of the Directors seeking appointment at the AGM, as required under Clause 49 of the Listing Agreement and Companies Act, 2013, is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting forming part of the Annual Report.

DIRECTORS'' IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Name of Director Director Indentification Number

Mr. Sunil Kumar 00175301

Mr. Mukesh Sharma 00166798

Mr. Kishore Bhatia 00162190

MERGER

The company has initiated the process of merger with M/s Virgo Softech Limited i.e., the transferor company in the F.Y. 2012-13. The Board is of the opinion that the transferor company is a closely held professionally managed, rapidly growing, multifaceted information technology company with vast experience and substantial business relating to e-Governance and Smart Card.

The managements of the two companies found it mutually beneficial to amalgamate transferor company and consolidate the business and financial strengths with Transferee Company, i.e., RCC Cements Limited. The consolidation of Transferor''s company business with transferee company would at one hand strengthen the financials of RCC Cements Limited for the benefit of all its stakeholders and on the other hand would help transferor company business in getting future contracts and raising funds for expansion due to its listed status.

During the year under review, Court Convened Meeting of the Equity Shareholders of your Company for consideration and approval of the aforesaid scheme of amalgamation was duly convened and held by the Hon''ble High Court of Delhi on 20th July, 2013. The shareholders of the Company had duly approved the aforesaid scheme of amalgamation. However, the Order of the Hon''ble High Court for approval of the aforesaid scheme of amalgamation is still pending.

DELISTING

Your Company had applied for delisting of its shares from Delhi Stock Exchange, Ahmedabad Stock Exchange and Jaipur Stock Exchange in 2012-13. The shares of the company had been delisted from Ahmedabad Stock Exchange and Jaipur Stock Exchange in the F.Y. 2012-13. During the year under review, the shares of the company have also been delisted from Delhi Stock Exchange w.e.f 18.11.2013.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement for the financial year ended 31st March, 2014 it is hereby confirmed:

* That in the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

* That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under consideration.

* That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* That the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2014 on a going concern basis.

AUDITORS'' REPORT

The observations made by the Auditors are self-explanatory & do not require further clarification.

AUDITORS

M/s. RMA & Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company (Firm Registration No. 000978N), retires as the Statutory Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for their reappointment as Statutory Auditors of the Company. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (1)(h) of the Listing Agreement.

The Board of Directors have recommended the reappointment of M/s. RMA & Associates, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting .

PARTICULARS OF EMPLOYEES

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 Companies Act, 1956. Hence, no information is required to be appended in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company did not carry out any manufacturing activity during the financial year under review, the details relating to the conservation of energy and technology absorption is not quite relevant to the Company. There was no foreign exchange earning and outgo during the year under review.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits, therefore, the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

CORPORATE GOVERNANCE

The Company is proactive following the principles & practices of good corporate governance. The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchanges are complied with.

A separate report on Corporate Governance together with Auditors'' Certificate on compliance is attached to this Annual Report as also a Management Discussion and Analysis statement.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Shareholders, Customers, Dealers, Bankers, Agencies and Business Associates who have extended their continued support.

By the order of the Board For RCC Cements Limited

Sd/- Place: New Delhi (Sunil Kumar) Dated: 02nd September, 2014 Chairman

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Mar 31, 2011

To the Members of RCC Cements Limited

The Directors are pleased to present their 20th Annual Report on the business and operations of RCC Cements Limited and the Financial Accounts of the company for the Financial Year ended on March 31, 2011.

FINANCIAL RESULTS

Rs.( In Lacs)

Particulars Current Year Previous Year

Income from Operations 3.86 3.40

Total Revenue 3.86 3,40

Profit(Loss) before Depreciation and Taxation 0,23 0.22

Less: Depreciation 0.11 0.11

Profit/Loss) before taxation 0.12 0.12

Provision for taxation 0.04 0,04

Deferred Tax (0.03) (0.03)

Profit(Loss) after taxation 0.08 0.08

Profit/(Loss) brought forward from previous (222.37) (222.45) year_

Balance carried forward (222.28) (222.37)

RESULTS OF OPERATIONS

During the financial year under review the company has incurred a net profit {after tax) of Rs.8,570/- as compared to a profit (after tax) of Rs.8,159/- in the previous financial year.

DIVIDEND

The Board is of the view that the Company should take advantage of the tremendous growth potential. Accordingly, the directors do not recommend any dividend for the year ended March 31,2011.

DIRECTORS

At the ensuing Annual General Meeting, Mr. Mukesh Sharma, Director of the Company retires by rotation and being eligible offers himself for reappointment. Your Directors recommend his appointment in the overall interest of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Art, 1956 with respect to Director's Responsibility Statement for the financial year ended 31st March, 2011 it is hereby confirmed:

- That in the preparation of annual accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under consideration.

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

- That the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2011 on a going concern basis.

AUDITORS' REPORT

The observations made by the Auditors are self-explanatory & do not require further clarification.

AUDITORS

M/s RMA & Associates., Chartered Accountants, and Statutory Auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The members are requested to re appoint them as the statutory auditors till the conclusion of next Annual General Meeting.

The Board recommends M/s RMA & Associates., Chartered Accountants, to be reappointed as the Statutory Auditors in the larger interest of the Company. A certificate under section 224(1B) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

PARTICULARS OF EMPLOYEES

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 Companies Act, 1956. Hence, no information is required to be appended in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company did not carry out any manufacturing activity during the financial year under review, the details relating to the conservation of energy and technology absorption is not quite relevant to the Company.

There was no foreign exchange earnings and outgo during the year under review. FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits; therefore the provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

CORPORATE GOVERNANCE

The Company is proactive following the principles & practices of good corporate governance The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchanges are completed.

A separate report on Corporate Governance together with Auditors' Certificate on compliance is attached to this Annual Report as also a Management Discussion and Analysts statement.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Shareholders. Customers, Dealers, Bankers, Agencies and Business Associates who have extended their continued support.

By the order of the Board

For RCC Cements Limited

(Sunil Kumar)

Place; New Delhi Chairman

Dated: 4th June, 2011

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Mar 31, 2010

To the Members of RCC Cements Limited (Formerly, KLA Biotech industries Limited)

The Directors are pleased to present their 19th Annual Report on the business and operations of RCC Cements Limited and the Financial Accounts of the company for the Financial Year ended on March 31, 2010

FINANCIAL RESULTS

Rs.( In Lacs)

particulars Current Year Previous Year

Income from Operations 3.40 1.62

Total Revenue 3.40 1.62

Profit(Loss) before Depreciation and 0.22 0.01

Taxation

Less: Depreciation. 0.11 0.11

Profit(Loss) before taxation 0.12 (0.10)

Provision for taxation 0.04 (0.03)

Profit(loss) after taxation 0.08 (0.07)

Profit/(Loss) brought forward from previous (222.37) (222.37)

Balance carried forward (222.37) (222.45)

RESULTS OF OPERATIONS

During the financial year under review the company has earned a profit of Rs.11.805/- as compared to loss of Rs. 9,831/- in the previous financial year.

DIVIDEND

In view of insufficiency of profits, your Directors regret their inability to recommend dividend for the year under review

DIRECTORS

At the ensuing Annual General Meeting Mr. Kishore Bhatia, Director of the Company retires by rotation and being eligible offers himself for reappointment. Your Directors recommend his appointment in the overall interest of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement for the financial year ended 31 March, 2010 it is hereby confirmed:

That in the preparation of annual accounts for the financial year ended March 31. 2010. the applicable accounting standards have been followed along with proper explanation relating to material departures.

That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under consideration.

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* That the Directors have prepared the annual accounts of the Company for the financial year ended March 31. 2010 on a going concern basis.

AUDITORS' REPORT

The observations made by the Auditors are self-explanatory & do not require further clarification

AUDITORS

M/s RMA & Associates, Chartered Accountants, who were appointed as the statutory auditors of the company at an extraordinary general meeting of the shareholders of the Company to hold the office till the conclusion of the ensuing Annual General Meeting of the company retires as the statutory auditors of the company, at the conclusion of the forthcoming annual general meeting of the company and, being eligible, offer themselves for re-appointment which, if made, will be in accordance with Section 224{1B) of the Companies Act, 1956 The Board has obtained a certificate u/s 224(16) of the Companies Act, 1956 from M/s RMA & Associates confirming that their appointment, if made, will be within the limits provided under the aforesaid Section. Your Directors recommend their reappointment.

PARTICULARS OF EMPLOYEES

There were no employees in the Company employed throughout the year and in receipt of remuneration more than Rs. 24,00,000/- per annum or employed for part of the year and in receipt of remuneration more than Rs. 2.00.000/- per month. As such, disclosure of particulars required in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company did not carry out any manufacturing activity during the financial year under review, the details relating to the conservation of energy and technology absorption is not quite relevant to the Company.

There was no foreign exchange earnings and outgo during the year under review.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits; therefore the provisions of Section 58A of the Companies Act, 1956 are not applicable to the company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Management Discussion and Analysis and Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are given in Annexure. which is part of this report

Opportunities And Threats

A. Opportunities

The construction industry which is one of the most developed industries in recent years has great relevance today. It is a sector which provides employment opportunities to many and also continue a great to the development of our country. Through this analysis various sub sectors like real estate, architecture, cement industry, management etc are included. From the analysis we can conclude that this industry has a wonderful future and for the development of any economy construction industry is very valuable.

B. Threats

a) Impact of Rising Prices Of Steel And Cement

The cost of projects is likely to increase as a result of the increase in prices of steel and cement, the two basic materials used in construction. However such increase in costs has to be compatible with international prices in view of WTO imperative. At the same time the agencies will have to enhance their efficiency and competitiveness and optimize project costs so as to maintain their position in face of stiff global competition knocking at our doors.

b) Problems Faced By The Industry.

Construction industry suffers from capacity constraints, lack of trained manpower and managerial skills with performance much below international level. Though there are islands of excellence in a sea of mediocrity. Our companies must become global players by modernizing, intensive training of their manpower, enhancing their turnover and change of mindset The industry is starved of finance. Small and medium contracts do not have the wherewithal to upgrade their capability both hard and soft, to undertake value time bound projects FIDIC conditions are not being rigorously follow and the contract agreements continue to be heavily loaded in favour, of the owner or client

Quality safety, environment and social aspects are also not being addressed properly The problem of sand mining is one of the issues raised by environmentalist. Issues of child labour and low wages for workers coming from other states create lot of social problems. So business laws should be effectively implemented.

II. Segment-wise performance

The Company is into single reportable segment only.

III. Internal Control Systems and their Adequacy

The company has adequate internal control systems commensurate with its size and nature of the business. The internal control system has well documented policy, authorisations, guidelines and approved procedures The audits are conducted to review the adequacy and effectiveness of internal controls and suggest improvements for strengthening them Audit plans are made out with due weight age to the risk parameters associated with the business processes. Reviews are carried out to ensure follow up on the audit observations. The Company has an Audit Committee, which comprises non-executive directors. The Company regularly reviews the significant observations of Internal Audit.

IV. Financials

During the financial year under review the company has earned a profit of Rs.11,805/- as compared to loss of Rs.9,831/- in the previous financial year

V. Material developments in human resources / industrial relations front Our people are the company's greatest assets. Your company focuses on increasing the overall productivity per employee in the challenging market conditions. Men are the only active agent and acts as a catalyst in effective utilization of all other M's (Material, Machine and Money). The Board of Directors of your company would like to place on record their sincere appreciation for the efforts and contribution made by all the employees of the Company in the challenging environment. Your Directors take this opportunity to thank all employees for rendering impeccable services to every constituent of Company, customers and shareholders. The Company has a well-defined appraisal system to assess and reward the employees appropriately and also to gauge the potentials of the individuals.

VI. Cautionary statement

Statement in this Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "Forward Looking Statements" within the meaning of applicable securities, laws and regulations. Actual results could differ materially from those expressed or implied Important factors that could make the difference to the Company's operations include cyclical demand and pricing in the Company's principal markets, changes in Government Regulations, tax regimes, economic developments within India and other incidental factors.

VIII. Appreciation

Your Directors would like to express their sincere appreciation of the co-operation an assistance received from the shareholders, bankers and other government agencies during the year under review Your Directors also wish to place on record their deep sense of appreciation of the unstinted efforts and contribution made by employees at all levels resulting in the successful performance during the year.

By the order of the Board

For RCC Cements Limited



(Sunil Kumar)

Chairman Place: New Delhi

Dated: 25th August, 2010