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R T Exports Ltd.

BSE: 512565 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE581D01015
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OPEN 9.50
CLOSE 9.50
VOLUME 4337
52-Week high 11.20
52-Week low 6.94
P/E
Mkt Cap.(Rs cr) 4
Buy Price 9.03
Buy Qty 1164.00
Sell Price 9.50
Sell Qty 74.00

R T Exports Ltd. (RTEXPORTS) - Director Report

Company director report

To

The Members R T Exports Limited

Your Directors have pleasure in presenting the Thirty-sixth Annual Report on the stateof affairs of the Company together with the Audited Statement of Accounts for thefinancial year ended 31st March 2016.

1. Financial Highlights:

The financial results for the year ended 31st March 2016 are as under:

(Rs.in Lacs)
Particulars For the year ended March 31 2016 For the year ended March 31 2015
Revenue from operations & other income 237.80 983.53
Total expenses excluding depreciation 225.28 930.71
Profit for the year before providing Depreciation and Taxation 12.52 52.82
Less :- Provision for Depreciation 11.55 40.15
Profit Before Extraordinary items &Tax 0.97 12.67
Add:- Extraordinary item (Loss) 0.09 1.00
Profit before tax 1.06 13.67
Less: - Provision for Taxation (Net)
- Income Tax (0.25) (2.61)
- Deferred Tax (Asset)/ Liability (70.32) 53.31
Profit/ (Loss) after Tax 71.13 64.38
Add:- Income Tax adjustment earlier year (Net) - -
Add:- Balance brought forward from previous year 30.96 34.78
Less:- Depreciation on assets completing useful life - (68.20)
Less:- Due to Demerger (13.55) -
Balance carried to Balance Sheet 88.54 30.96

Financial Review:

During the period under review the Company’s income from sales & Servicesstood at Rs. 23780238 as compared to Rs. 98353732 in 2014-2015. The Profit beforetax was Rs. 106627 as against Profit of Rs. 1367453 in the previous year. The Profitafter tax was Rs. 7113610 as against profit of Rs. 6437892 in the previous year.

Your Company is undertaking active efforts towards accelerating the growth speed and isoptimistic about better performance in the future.

Capital expenditure on tangible assets standalone

This year we capitalized Rs.144990/- (Rupees One lac Forty Four Thousand NineHundred Ninety Only) for Furniture and Fixtures / Office Equipment’s. In the previousyear we capitalized Rs.5546144/- Fifty Five Lacs Forty Six Thousand One Hundred FortyFour Only).

Borrowings

Long term borrowings of the Company stood at Rs. 43085319/- at the end of FinancialYear 2015-16. In the previous year the same stood at Rs. 182115594/-.

Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013

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

Dividend:

In order to conserve the financial resources for future growth the Board of Directorsdo not recommend any payment of Dividend for the year under review.

Pursuant to Section 205A of the Companies Act 1956 Final dividend for the FinancialYear 2007-08 and interim dividend for the Financial Year 2008-09 which remained unpaid orunclaimed for a period of 7 years has to be transferred by the Company to the InvestorsEducation and Protection Fund (IEPF) of the Central Government. Since no such dividendremained unpaid or unclaimed for such period in the company the same is not applicable tothe company. No dividend is lying in unpaid dividend account which remains unclaimed forseven years from the date it is lying in the unpaid dividend account to be transferred toIEPF.

Transfer to Reserves:

Company proposes to transfer Rs. 7113610 (Net Profit of the Company) to GeneralReserve.

Fixed Deposits:

We have not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.

Contracts or arrangements with related parties under Section 188(1) of the CompaniesAct 2013

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm’slength basis. During the year the company had not entered into any new contract orarrangement with related parties which could be considered ‘material’ (i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements entered into individually or taken together with previoustransactions during the financial year) according to the policy of the Company onmateriality of Related Party Transactions. However a subsisting transaction coming underthe ambit of material related party transaction as defined under the SEBI (LODR)Regulations 2015 has been approved by the members at the Annual General Meeting held on15th July 2014 where related parties did not participate in voting and other conditionsthereon are duly met with. However you may refer to Related Party transactions as perthe Accounting Standards in Note No 33 of the Financial Statements.

Form AOC-2 is appended as Annexure 1 to the Board’s report.

Material changes and commitments affecting financial position between the end of thefinancial year and date of report

De-merger of the Company:

Vide Order dated 10th April 2015 Hon’ble High Court Bombay has sanctioned theScheme of De-merger of warehousing business of R.T. Exports Ltd. The Resulting CompanyAsian Warehousing Pvt. Ltd. will carry on the business of warehousing. The Company was inthe process of complying with the terms and conditions of the said order and to get theshares of the Resultant Company listed in BSE Ltd..

One shareholder of the company has led a Company Application before the Hon'ble HighCourt Bombay seeking inter alia to set aside the De-merger Order dated 10th April2015. The matter is pending before the Hon'ble Court. On 28th March 2016 our Advocatehas given a statement before the Hon'ble Court that the Company shall not furtherimplement the Scheme of De-merger sanctioned by the Hon'ble Court and the EGM which wassupposed to be held on 29th March 2016 will not be held till 15th April 2016.Thisstatement has been made without prejudice to the rights and contentions of both theparties.

Variation in market capitalization

As at March 31 2016 As at March 31 2016 Increase /(decrease) in %
Market capitalization 41410500 93064650 55.50%

Financial Statements

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as ‘Listing Regulations’) and Section 136 of theCompanies Act2013 read with Rule 10 of the Companies (Accounts) Rules2014 full versionof the Annual Report for the financial year 2015-16 is being sent to all shareholders whohave not registered their email address(es) for the purpose of receiving documents/communication from the Company in electronic mode. Full version of the Annual Report2015-16 containing complete Balance Sheet Statement of Profit & Loss otherstatements and notes thereto prepared as per the requirements of Schedule III to theCompanies Act 2013 Directors’ Report (including Management Discussion and Analysisand Corporate Governance Report) is being sent via email to all shareholders who haveprovided their email address(es). Full version of Annual Report 2015-16 is also availablefor inspection at the registered office of the Company during working hours up to the dateof ensuing Annual General Meeting (AGM). It is also available at the Company`s website atwww.rtexports.com.

Consolidated Financial Statements

Accounting Standard 21 on Consolidated Financial Statements is not applicable to theCompany for the financial year 2015-16.

Management’s Discussion and Analysis:

In terms of the Regulation 34 (2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management’s Discussion and Analysis is set outin this Annual Report.

2. Business Strategy

Our strategic objective is to build a sustainable organization that remains relevant tothe agenda of our clients while generating pro table growth for our investors. In orderto do this we will apply the priorities of our strategy renew and new to our own businessand cascade it to everything we do.

Operations and Business Performance

Kindly refer to Management Discussion & Analysis and Corporate Governance Reportwhich forms part of Annual report.

Subsidiaries

R. T. Exports Ltd. does not have subsidiaries as on 31st March 2016. Further astatement in the prescribed format AOC 1 is appended as Annexure 2 to the Board’sreport.

3. Human Resources Management:

To ensure good human resources management at R.T. Exports Ltd. we focus on all aspectsof the employee lifecycle. This provides a holistic experience for the employee as well.During their tenure at the Company employees are motivated through variousskill-development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams including the leadership. Interactions with the leadership continuethrough email face-to face interactions.

Particulars of remuneration of Directors/ KMP/ Employees

The table containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 Read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas ‘Annexure 3a’ to the Boards Report.

A statement containing the names of every employee employed throughout the financialyear and in receipt of remuneration of Rs.60 Lakhs or more or employed for part of theyear and in receipt of Rs.5 Lakh or more a month under Rule 5(2)of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure3b to the Board Report.

4. Corporate Governance

At R.T. Exports Ltd. we ensure that we evolve and follow the corporate governanceguidelines and best practices sincerely to not just boost long-term shareholder value butto also respect minority rights. Corporate Governance is an ethically driven businessprocess that is committed to values aimed at enhancing the organization’s brand andreputation. This is ensured by taking ethical business decisions and conducting businesswith a firm commitment to values while meeting stakeholders expectations. We believe thatit is imperative for us to manage our business affairs in the most fair and transparentmanner with a firm commitment to our values. Our corporate governance framework is areflection of our culture our policies our relationship with stakeholders and ourcommitment to values. Accordingly we always seek to ensure that our performance is drivenby integrity. This is vital to gain and retain the trust of our stakeholders.

R.T. Exports Ltd.’s philosophy of Corporate Governance is founded on the pillarsof fairness accountability disclosures and transparency. These pillars have beenstrongly cemented which is reflected in your Company’s business practices and workculture. The sound governance processes and systems guide the Company on its journeytowards continued success. The practice of responsible governance has enabled your Companyto achieve sustainable growth while meeting the aspirations of its stakeholder’s andsocietal expectations.

Your Company is committed to sound principles of Corporate Governance with respect toall of its procedures policies and practices. The governance processes and systems arecontinuously reviewed to ensure highest ethical and responsible standards being practicedby your Company. Comprehensive disclosures structured accountability in exercise ofpowers adhering to best practices and commitment to compliance with regulations andstatutes in letter as well as spirit have enabled your Company to enhance shareholdervalue. In fact this has become an integral part of the way the business is done.

Our corporate governance framework ensures effective engagement with our stakeholdersand helps us evolve with changing times.

The Securities and Exchange Board of India (SEBI) notified the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 videnotification dated 02nd September 2015 to bring in additional corporate governance normsfor listed entities. These norms provide for stricter disclosures and protection ofinvestor rights including equitable treatment for minority and foreign shareholders.

We believe that an active well-informed and independent Board is necessary to ensurethe highest standards of Corporate Governance. It is well-recognized that an effectiveBoard is a pre-requisite for strong and effective Corporate Governance. At R T Exportsthe Board of Directors (‘the Board’) is at the core of our Corporate Governancepractice and oversees how the Management serves and protects the long-term interests ofour stakeholders.

Our Corporate Governance framework ensures that we make timely disclosures and shareaccurate information regarding our financials and performance as well as the leadershipand governance of the Company.

We comply with Securities and Exchange Board of India (SEBI)’s guidelines onCorporate Governance. We have documented our internal policies on Corporate Governance.

Listing Agreement

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of listing agreement for different segments ofcapital markets to ensure better enforceability. Accordingly all listed entities arerequired to enter into the fresh listing agreement within six months from the effectivedate. Your Company executed new listing agreement with BSE Limited in February 2016.

BOARD OF DIRECTORS

Composition of the Board

As on March 31 2016 R.T. Exports' Board consists of 6 Members. Besides the Chairmanan Executive Promoter Director the Board comprises one more Executive Director oneNon-Executive non-promoter woman Director and three Non-Executive Independent Directors.The composition of the Board is in conformity with the Listing Regulations enjoiningspecified combination of Executive and Non-Executive Directors with at least one WomanDirector with not less than fty percent of the Board comprising of Non-ExecutiveDirectors and at least one-half of the Board comprising of Independent Directors for aBoard chaired by Executive Promoter Director.

Mr. Zahurahmed Fakir was appointed as an Additional Director by the Board as on 13thFebruary 2016 in the category of Non-Executive Independent Director subject to theapproval of members. On receiving approval of members pursuant to Section 149 152 andother applicable provisions of the Companies Act 2013 SEBI (LODR) Regulations 2015 andother applicable provisions if any Mr. Zahurahmed Fakir shall hold office not subjectto retirement by rotation for a term of five consecutive years commencing from the dateof his appointment till 12th February 2021. A brief resume of Mr. Zahurahmed Fakir thenature of his expertise in specific functional areas names of companies in which he hasheld Directorships Committee Memberships/ chairmanships his shareholdings etc. arefurnished in the explanatory statement to the notice of the ensuing AGM. His brief C.V. isgiven below too. Your Directors recommend his appointment at the ensuing AGM.

Mr. Zahurahmed Fakir (DIN: 02997952) was born on 6th January1977. He has a Diploma inMass Communications and Design. He is serving on the Boards of following other companies:

1) Kappac Pharma Ltd

2) Unique Design Creations and Idea Private Limited

3) Pixel Datalink Private Limited

He is an Audit Committee member of KAPPAC Pharma Ltd.

None of the Directors of the Company are related inter-se to Mr. Zahurahmed Fakir interms of Section 2(77) of the Companies Act 2013 including Rules thereunder.

During the year under report designation of Ms. Asha Dawda has been changed fromIndependent Director to Director. Ms. Asha Dawda was appointed to the office ofIndependent Director of Company. She then informed the company that she be allowed tocontinue in the company as a non-executive non-independent woman Director. Board at itsmeeting held on 6th November 2015 approved the same. Accordingly her office will cometo an end at the closure of forthcoming Annual General Meeting of the Company. YourCompany has received a notice in writing under the provisions of Section 160 of theCompanies Act 2013 from a member along with a deposit of Rs. 100000/- proposing thecandidature of Ms. Asha Dawda for the office of Non- executive non-independent WomanDirector to be appointed as such under the provisions of Section 149 of the CompaniesAct 2013. A brief resume of Ms. Asha Dawda the nature of her expertise in specificfunctional areas names of companies in which she has held Directorships CommitteeMemberships/ chairmanships her shareholdings etc. are furnished in the explanatorystatement to the notice of the ensuing AGM. Her brief C.V. is given below too. YourDirectors recommend her appointment at the ensuing AGM.

Name : Ms. Asha Dawda
DIN : 06897196
Date of Birth : 15/07/1963
Date of proposed Appointment : 30th September 2016
Qualification : B.Com
Experience : 27 years experience in office administration and management as well as trading & marketing of products.

Directorship Committee membership etc.

Ms. Asha Dawda does not hold directorship committee membership or Chairpersonship ofBoard committees of any other company.

Shareholding in the Company:

Ms. Asha Dawda does not hold any equity shares of the Company.

None of the Directors of the Company are related to Ms. Asha Dawda inter-se in termsof Section 2(77) of the Companies Act 2013 including Rules thereunder or SEBI (LODR)Regulations 2015.

Mr. Sheetal Mehta (DIN: 00325672)ceased to be a Director during the year under report.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Mr. Rashmi C Bhimjyani : Chairman and Managing Director Mr. Bhavik R. Bhimjyani:Director and Chief Finance Of cer

Mr. Rajeshkumar C. Pillai: Company Secretary and Compliance Officer

During the year there was no change (appointment or cessation) in the office of KMP.

Number of Meetings of the Board

During the Financial Year 2015-16 4 (four) number of Board Meetings were held. Fordetails thereof kindly refer to the section ‘Board of Directors- Number of BoardMeetings’ in the Corporate Governance Report.

Performance Evaluation of the Board its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and individual Directors includingIndependent Directors.

A structured questionnaire covering various aspects of the functioning of the Boardand its Committee such as adequacy of the constitution and composition of the Board andits Committees matters addressed in the Board and Committee meetings processes followedat the meeting Board‘s focus regulatory compliances and Corporate Governance etc.is in place. Similarly for evaluation of individual Director’s performance thequestionnaire covering various aspects like his/her pro le contribution in Board andCommittee meetings execution and performance of specific duties obligations regulatorycompliances and governance etc. is also in place. Board members had submitted theirresponse for valuating the entire Board respective committees of which they are membersand of their peer Board members including Chairman of the Board. The IndependentDirectors had met separately on February13 2016 without the presence of Non-IndependentDirectors and the members of management and discussed inter-alia the performance ofNon-Independent Directors and Board as a whole and the performance of the Chairman of theCompany. The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated. On the basis of performanceevaluation done by the Board it shall be determined whether to extend or continue theirterm of appointment whenever the respective term expires. The Directors expressed theirsatisfaction with the evaluation process.

Committees of Board

Currently the Board has Three Committees: the Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee.

A detailed note on the Board and its Committees is provided under the CorporateGovernance Report section in this Annual Report. The Composition of the Committees andCompliances as per the applicable provisions of the Act and Rules are as follows:

i) Audit Committee:

The Committee met four times during the financial year the details of which are givenin the Corporate Governance Report that forms part of this Annual Report. As of the dateof this report the Committee is comprised of Mr. Zahurahmed Fakir (Chairperson) Mr.Yogesh Thakkar and Mr. Bhavik Bhimjyani as the other member. The primary objective of theCommittee is to monitor and provide effective supervision of the Management’sfinancial reporting process to ensure accurate and timely disclosures with the highestlevels of transparency integrity and quality of financial reporting. The SEBI (LODR)Regulation 2015 and The Companies (Meeting of Boards and Powers) Second Amendment Rules2015 mandates to refer all the related party transaction to the Audit Committee and todesign the RPT policies. As per requirement of SEBI (LODR) Regulation 2015 the Companyhas formulated Policy on Materiality of RPTs and dealing with RPTs which is available onour website http://www.rtexports.com/Corporate_Governance_policies.html

All recommendations of Audit Committee were accepted by the Board of Directors.

ii) Nomination & Remuneration Committee:

Nomination and Remuneration Committee comprises of three members viz Mr. ZahurahmedFakir (Chairperson) Mr. Yogesh Thakkar and Mr. Rashmi Bhimjyani as the other members. Allthe recommendations made by the Nomination & Remuneration Committee relating toremuneration & compensation of Executive directors & Senior Management wereaccepted by the Board. The Nomination and Remuneration Committee has framed the nominationand remuneration policy. In accordance with the requirement of SEBI (LODR) Regulation2015 the Company has formulated remuneration policy which is available on our websitehttp://www.rtexports.com/Corporate_Governance_policies.html

iii) Stakeholders Relationship Committee:

Stakeholders Relationship have been cordial during the year. As a part of thecompliance the Stakeholders Relationship Committee is dealing with the issues relating toinvestors. There were no investor grievances pending as on 31st March 2016. A con rmationto this effect has been received from the Company's Registrar and Share Transfer Agent.

Directors’ Responsibility Statement:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofsection 134 (3) (c ) of the Companies Act 2013:

i) That in the preparation of the Annual Accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

ii) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year ended on that date;

iii) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities;

iv) The Annual Accounts have been prepared on a ‘going concern’ basis;

v) The directors had laid down internal financial controls which are adequate and areoperating effectively; and

vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

Policies

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandated toformulate certain policies for all listed entities. All policies are available on ourwebsite http://www.rtexports.com/Corporate_Governance_policies.html. The policies arereviewed periodically by the Board and updated based on need and new compliancerequirement. In addition to its code of conduct and ethics key policies that have beenadopted by the Board are as follows:

i) Policy on materiality of and dealing with related party transactions:

The Company has adopted policy upon the recommendation of the Audit Committee and thesaid Policy includes the materiality threshold and the manner of dealing with RelatedParty Transactions ("Policy") in compliance with the requirements of Section 188of the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The policy regulates all transactions between the companyand its related parties. The said policy is available on our websitehttp://www.rtexports.com/Corporate_Governance_policies.html.

ii) Archival Policy:

This policy deals with the retention and archival of such events or information whichhas been disclosed to stock exchange(s) under Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 . The said policy isalso available on our web site http://www.rtexports.com/Corporate_Governance_policies.html.

iii) Whistle-Blower Policy (vigil mechanism):

The Company has adopted the whistle Blower mechanism for all stakeholders includingindividual employees and their representative bodies to report to the Managementinstances of unethical behaviour actual or suspected fraud or violation of theCompany’s Codes or CG Policies. The said policy is also available on our websitehttp://www.rtexports.com/Corporate Governance policies.html

iv) Policy for preservation of documents:

This Policy contains guidelines for identifying Documents (defined later) that need tobe maintained the period of preservation of such Documents and its destruction/disposal.This Policy aims to provide efficient and systematic control on the periodicity anddestruction of business related Documents. The said policy is also available on ourwebsite http://www.rtexports.com/Corporate_Governance_policies.html

v) Remuneration policy:

The remuneration policy supports the design of programs that align executive rewardsincluding incentive programs retirement benefit programs promotion and advancementopportunities with the long-term success of our stakeholders and also the criteria fordetermining the remuneration of the directors Key Managerial Personnel. The said policyis also available on our websitehttp://www.rtexports.com/Corporate_Governance_policies.html

Auditors Certificate on Corporate Governance

As required by SEBI (LODR) Regulation 2015 Auditors Certificate on CorporateGovernance is enclosed as Annexure 4 to the Board’s Report.

1. Statutory Auditors

At the Annual General Meeting held on July 15 2014 M/s. Ramesh M. Sheth &Associates Chartered Accountants (Firm Registration No.111883W) were appointed asstatutory auditors of the Company to hold office till the conclusion of the Annual GeneralMeeting to be held in the calendar year 2019. In terms of the first proviso to Section 139of the Companies Act 2013 the appointment of the auditors shall be placed forratification at every Annual General Meeting. Accordingly the appointment of M/s. RameshM. Sheth & Associates Chartered Accountants(Firm Registration No.111883W) asstatutory auditors of the Company is placed for ratification by the shareholders. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

Secretarial Auditor

Rachana Patel Practicing Company Secretary was appointed to conduct the secretarialaudit of the Company for the financial year 2015-16 as required under Section 204 of theCompanies Act 2013 and Rules thereunder. The secretarial audit report for FY 2015-16forms part of the Annual Report as Annexure 5 to the Board’s report.

Details in respect of frauds reported by Auditors other than those which are reportableto the Central Government

The Statutory Auditors or Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143(12) of theCompanies Act 2013 including rules made thereunder.

Nature of business

There has been no change in the nature of business of the Company.

Capital Structure and Listing of Shares

The Company’s shares are listed on the Bombay Stock Exchange Limited (BSE). Thereis no change in the capital structure of the Company during the year under report.

Disclosure under Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013

At R.T.Exports all employees are of equal value. There is no discrimination betweenindividuals at any point on the basis of race colour gender religion politicalopinion national extraction social origin sexual orientation or age. At R.T.Exports every individual is expected to treat his/her colleagues with respect and dignity. This isenshrined in values and in the Code of Ethics & Conduct of R.T.Exports . The VigilCommittee (Whistle-Blower & Protection Policy) provides platform to all employees forreporting unethical business practices at workplace without the fear of reprisal and helpin eliminating any kind of misconduct in the system. The policy also includes misconductwith respect to discrimination or sexual harassment. The Company also has in place‘Prevention of Sexual Harassment Policy‘. This Anti-Sexual Harassment policy ofthe Company is in line with the requirements of The Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013. All employees (permanentcontractual temporary and trainees) are covered under this policy. An Internal ComplaintsCommittee (ICC) is in place to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year:

No. of complaints received: Nil

No. of complaints disposed off : NA

Significant and material orders

Vide Order dated 10th April 2015 High Court Bombay sanctioned the Scheme ofDe-merger of the warehousing business of the Company. The Company was in the process ofimplementing the said Scheme based on the Hon'ble High Court's Order. However oneshareholder has led an application before the Hon. High Court Bombay seeking interalia to set aside the De-merger Order passed by the Hon. Court on 10th April 2015. Thematter is pending before the Court. On 28th March 2016 our Advocate has given astatement before the Court that the Company shall not further implement the Scheme ofDe-merger sanctioned by the Hon'ble Court and the EGM which was supposed to be held on29th March 2016 will not be held till 15th April 2016.This statement has been madewithout prejudice to the rights and contentions of both the parties.

Industrial Relations

The Company maintained healthy cordial and harmonious industrial relations at alllevels.

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

Extract of annual return

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure 6 to the Board’sreport.

Internal financial control and its adequacy

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

6. Corporate Social Responsibility (CSR):

Threshold levels for CSR coverage are prescribed. Since your Company does not fallunder the category provided therein no Corporate Social Responsibility Committee has beenformed by the Board. Once CSR becomes applicable to the Company CSR Committee will beformed and Policy will be adopted by the Company.

Conservation of energy research and development technology absorption foreignexchange earnings and outgo:

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is as follows:

A. Conservation of energy:

The requirement for disclosure of particulars with respect to conservation of energy isnot applicable to agro export of the Company.

B. Technology absorption:

i) Efforts made towards technology absorption:

The Company has limited scope in technology adoption and therefore not acquired newtechnology during the year.

ii) Bene t to be derived as a result of the above: Not applicable

iii) Research & Development:

The Company has not incurred any expenses on R&D during the year.

C. Foreign exchange earning & outgo:

a) Foreign Exchange

Earned (on FOB basis) : Rs. 8584940/-

7. Acknowledgement :

Yours Directors place on record their appreciation for the support and co-operationextended to the Company by Banks Government authorities Customers during the year underreview. The Directors would also like to thank the employees for their continued supportand contribution in ensuring all round performance.

For and on behalf of the Board of Directors
Mr. Rashmi C. Bhimjyani
Place: Mumbai Chairman and Managing Director
Date: 30th May 2016 DIN: 00207941

Annexure 1 Particulars of contracts / arrangements made with related parties

[Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014 AOC-2]

This Form pertains to the disclosure of particulars of contracts / arrangements enteredinto by the Company with related parties referred to in Sub-section (1) of Section 188 ofthe Companies Act 2013 including certain arm’s length transactions under thirdproviso thereto.

Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered in to during the yearended March 31 2016 which were not at arm’s length basis.

Details of material contracts or arrangement or transactions at arm’s lengthbasis: Company has not entered into new material related party contracts during theyear. The subsisting related party contract / arrangement temporary interest free loanstaken by the company from its directors and transactions with Asian Warehousing ResultingCompany are as follows:

Key Management Personnel Opening balance Taken during the year Repaid during the year Balance as on 31st March 2016 Approvals
Cr Dr
Unsecured Interest free loans
Bhavik Bhimjyani 36577030 15014810 23545000 28046840 Approved by Audit Committee
Rashmi Bhimjyani 17929941 8044500 11141112 14833329 Approved by Audit Committee
Companies controlled by Key Management Personnel Opening balance Given during the year Received during the year Balance as on 31st March 2016
Neelkanth Realtors Pvt. Ltd. 289437320 NIL 6499979 295937299 Members approval
Asian Warehousing Pvt. Ltd. NIL 39735281 21429310 18305971 Approved by Audit Committee

Note: All appropriate approvals have been taken by the company with respect to therelated party transactions.

for and on behalf of the Board of Directors
Rashmi C. Bhimjyani
Chairman & Managing Director
Place: Mumbai Bhavik R. Bhimjyani
Date : 30th May 2016 Director and CFO

Annexure 2

AOC- 1

R.T. Exports Ltd. does not have a subsidiary and therefore no financial statement ofsubsidiary is there to report here.

Annexure 3 Particulars of employees

a) Information as per Rule 5(1) of Chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

We are not giving remuneration and perquisites to our Directors. The nomination andremuneration committee continuously reviews the position of the Company. The Committee hasrecommended that Directors can draw remuneration once the company starts making good netprofit. Therefore Rule 5(1)i is not applicable to the Company.

Remuneration of other Key Managerial Personnel (KMP)

Remuneration in fiscal 2016 Remuneration in fiscal 2015 % increase of remuneration in 2016 as compared to 2015 Excl. WTD Ratio of remuneration to MRE Icl.WTD Ratio of remuneration to MRE and WTD (2) Ratio of Remuneration to
(in Rs. Lacs) (in Rs. Lacs) Revenues ( scal 2016) (2)(3) Net profit ( scal) 2016
Rashmi C. Bhimjyani Chairman & Managing Director NIL NIL NIL NIL NIL NIL NIL
Bhavik R. Bhimjyani Director and CFO NIL NIL 0 0 0 0 0
Rajeshkumar Pillai Company Secretary 14.00 11.90 17.64% 1.73 1.73 0.05 0.18

The Median Remuneration of Employees (MRE) excluding Whole-time Directors (WTDs) wasRs. 809200/- and Rs. 571000/- in scal 2016 and scal 2015 respectively.

The increase in MRE (excluding WTDs) in scal 2016 as compared to scal 2015 is 41.72%.

The Median Remuneration of Employees (MRE) including Whole-time Directors (WTDs) willbe the same as no remuneration is paid to the Directors

The number of permanent employees on the rolls of the Company as of March 31 2016 andMarch 31 2015 were 6 and 10 respectively.

The revenue fall during fiscal 2016 over fiscal 2015 was 75.82% and net profit growthwas 10.00 %. The aggregate remuneration of employees excluding WTD decreased by 20% overthe previous fiscal.

The aggregate increase in salary for WTDs and other KMPs was 17.64% in fiscal 2016 overfiscal 2015. This was based on the recommendation of the nomination and remunerationcommittee to revise the remuneration as per industry benchmarks.

Our market capitalization decreased by 55.50% to 41410500 as of March 31 2016 from93064650 as of March 31 2015. The Price Earnings Ratio was 10.38 as of March 31 2016which was a decrease of 47.37% as compared to March 31 2015.

Component of remuneration to directors and other KMPs’ salary Bonus Commission Total
As a percentage of revenues for scal 2016 0.05% Nil Nil 0.05%
As a percentage of net profit for scal 2016 0.18% Nil Nil 0.18%

During fiscal 2016 no remuneration was paid to Directors and therefore it is notpossible to state that no employee received remuneration in excess of the highest-paiddirector.

b) Information as per Rule 5(2) of Chapter XIII the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

As there is no employee who:

(i) if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than sixty lakh rupees;

(ii) if employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than five lakhrupees per month;

(iii) if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.

The statement containing information as per Rule 5(2) of Chapter XIII the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable tothe company.

for and on behalf of the Board of Directors
Rashmi C. Bhimjyani
Chairman & Managing Director
Place: Mumbai Bhavik R. Bhimjyani
Date : 30th May 2016 Director and CFO