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Raghav Productivity Enhancers Ltd.

BSE: 539837 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE912T01018
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VOLUME 1000
52-Week high 166.90
52-Week low 76.00
P/E 36.83
Mkt Cap.(Rs cr) 93
Buy Price 125.00
Buy Qty 1000.00
Sell Price 138.00
Sell Qty 1000.00
OPEN 130.00
CLOSE 130.00
VOLUME 1000
52-Week high 166.90
52-Week low 76.00
P/E 36.83
Mkt Cap.(Rs cr) 93
Buy Price 125.00
Buy Qty 1000.00
Sell Price 138.00
Sell Qty 1000.00

Raghav Productivity Enhancers Ltd. (RAGHAVPRODUCT) - Director Report

Company director report

To

Dear Members

Raghav Ramming Mass Limited

Your Directors have immense pleasure in presenting the 8th Annual Report onthe business and operations of your Company together with the Audited FinancialStatements for the year ended on March 312017.

1. FINANCIAL PERFORMANCE:

(Rs. in Lacs)

Particulars

For The Year Ended

31.03.2017 31.03.2016
Income from Business Operations 423198340.60 462694412.00
Other Income 195660.59 571944.00
Total Income 423394001.19 463266356.00
Profit Before Tax 37695819.04 23824332.28
Less:- Current Income Tax (incl. earlier year tax) 6533369.00 4960710.00
Add/Less:-Deferred Tax 5788605.00 5267850.00
Net Profit After Tax 25373845.04 13595772.28
Dividend (including Interim if any and final) - -
Net Profit after dividend and Tax 25373845.04 13595772.28
Amount transferred to General Reserve - 13595772.28
Balance carried to Balance Sheet 25373845.04 13595772.28
Earnings per share (Basic) 3.57 2.58
Earnings per share (Diluted) 3.57 2.58

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under review there has been significant improvement in the performanceof the Company as compared with the previous year. Consequent to this the net profitafter tax from operations during the year under review has increase from ' 25373845.04 to' 13595772.28. Management is planning to establish new project with the object ofattainment of better future & growth. Consequent to such establishment Company hasstarted new plant in Newai for the production of Quartz powder and Quartz granule/silicagranule and powder granule-used in glass industries artificial quartz slab semiconductors ceramic paint crucibles Tundish Board sleve nozzle and other-items used ininduction Furnance.

3. DIVIDEND:

To conserve the resources of the company and requirement of working capital Directorsdo not recommend any dividend for the Year under consideration.

4. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund:

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

5. AMOUNTS TRANSFERRED TO RESERVES:

The Profit received after Taxation i.e. ' 25373845.04 had been fully transferred toreserves.

6. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of AnnualReturn in Form MGT-9 containing details as on the financial year ended 31stMarch 2017 as required under Section 92 (3) of the Companies Act 2013 read with TheCompanies (Management and Administration) Rules 2014 in the prescribed format is appendedas "Annexure- 1" to this Report.

7. NUMBER OF BOARD MEETINGS:

Board meetings are conducted in accordance with the provisions of Listing Agreement andthe Companies Act 2013 read with Articles of Association of the Company. The Board meetsat regular intervals to discuss and decide on business strategies/policy and review thefinancial performance of the Company. The Board/ committee meetings are pre-scheduled anda tentative annual calendar of the Board/ committee meetings is circulated to theDirectors well in advance to facilitate the Directors or members to plan their schedulesand to ensure meaningful participation in the meetings. In case of Business exigencies theBoard's approval is taken through circular resolution which is noted and confirmed at thesubsequent Board meeting. The Board meets at least once in a quarter to review thequarterly performance and the financial results of the Company. Notice of each BoardMeeting is given well in advance in writing to all the Directors. The agenda along withrelevant notes and other material information are sent in advance separately to eachDirector. The Agenda along with the relevant notes and other material information iscirculated a week prior to the date of the meeting. This ensures timely and informeddecisions by the Board. During the Financial Year every Board Meeting was conducted inaccordance with the relevant provisions applicable viz: Other senior managerial personnelare called as and when necessary to provide additional inputs for the items beingdiscussed by the board.

• The Whole-time Director and the Chief Financial Officer of the Company make thepresentation on the quarterly and annual operating & financial performance of theCompany operational health & safety and other business issues.

• The draft of the minutes prepared by Company Secretary is circulated among theDirectors for their comment/suggestion and finally after incorporating their views finalminutes are recorded in the books within 30 days of meeting.

• Post meeting important decisions taken are communicated to the concernedofficials and department for the effective implementation of the same.

The Board of Directors met to discuss and decide on Company's business policy andstrength apart from other normal Board business. During the year 2016-17 9 (Nine)meetings of Board of Directors were held with a maximum time gap of not more than 120 daysbetween any two meetings. The dates on which the said meetings were held were:

9th April 2016 27th May 2016 7th July 2016
6th September 2016 20th September 2016 17th October 2016
10th November 2016 4th March 2017 10th March 2017

The last Annual General Meeting of the Company was held on 30th September2016

8. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED BY THE COMPANY U/S 186:

During the financial year under review there were no loans given neither anyinvestments were made by the Company nor any securities were provided by the Company.

9. PARTICULARS OF CONTRACT OR ARRANGEMENT wITH RELATED PARTIES:

Particulars of Contract or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 as prescribed in form AOC-2 is appended as"Annexure-2" of the Board's Report.

10. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

Pursuant to Initial Public Offering ("IPO") of the Company which opened forsubscription on March 31 2016 and closed on April 6 2016 for all the bidders 1920000 equity shares of the face

value of ' 10/- each ("Equity Shares") bearing distinctive numbers from5259501 to 7179500 (both inclusive in dematerialized form) at a price of ' 39.00 perequity share (including a premium of '29/- per equity share) and the same is listed on BSEon 13th April 2016 which increases the Share Capital of the Company i.e.'71795000/- which affects the financial position of the Company which occurred between theend of the previous financial year to this financial year ending on 31st March2017.

11. RISK MANAGEMENT POLICY:

Your Company has set out an elaborate Risk Management procedure which comprises ofthree stages i.e. Risk assessment/ evaluation Risk Reporting and Management of the riskevaluated and reported. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. During theyear your Company has formulated the "Risk Management Policy" in accordancewith the requirements of Listing Agreement to monitor the risks and their mitigatingactions.

12. OTHER POLICIES:

The Company has adopted various Policies during the year 201617 as required under SEBI(Listing Obligation and Disclosure Requirement) 2015:

• Policy on Preservation of Document

• Policy on Determination of Materiality Events

• Nomination and Remuneration Policy

13. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal control commensurate withits size and nature of business. These systems provide a reasonable assurance in respectof providing financial and operational information complying with applicable statutessafeguarding of assets of the Company and ensuring compliance with corporate policies. TheBoard has appointed M/s B.P Mundra & Co. Chartered Accountants Jaipur as theStatutory Auditor of the Company for the F.Y 2016-17 which directly reports to the AuditCommittee of the Company.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board is entrusted with ultimate responsibility of the management directions andperformance of the Company. Board conducts and exercises the overall supervision andcontrol by setting the goals and policies reporting mechanism and decision makingprocesses to be followed.

A) APPOINTMENT AND RESIGNATION OF DIRECTOR:

The Board of Directors in its meeting held on the 17th Day of October 2016has approved the appointment of Mr. Rajesh Malhotra as Additional Director w.e.f from 17thOctober 2016 of the Company and accept the resignation of Mr. Dinesh Agarwal Directorw.ef. 8th August 2016.

Information pursuant to Regulation 36 (3) of SEBI (Listing Obligation & DisclosureRequirements Regulations 2015 in respect of the director who is supposed to be appointedas a Director at the ensuing Annual General Meeting under item number 5 of the notice isas under:

Name Brief Resume of the Director and Nature of his expertise in functional areas Directorship/Committee membership in other Companies Disclosure of relationship between Directors Shareholding in Raghav Ramming Mass Limited (%)
Rajesh Malhotra He holds a bachelor degree in Arts and has over 25 years of experience in the field of Industrial Machinery Industry ---NIL--- 0.04%

B) APPOINTMENT OF COMPANY SECRETARY AND COMPLIANCE OFFICER:

The Board of Directors in its meeting held on 29th July 2017 has approvedthe appointment of CS Neha Rathi as Company Secretary & Compliance Officer of theCompany in place of CS Bhanu Pratap Shah.

C) RETIRE BY ROTATION:

In terms of Articles of Association of the Company read with Section 152 of theCompanies Act 2013 Mr. Sanjay Kabra Director and Mrs. Krishna Kabra Director of thecompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers themselves for re-appointment. The Board of Directors of the Company recommendsthis re-appointment

Information pursuant to Regulation 36 (3) of SEBI (Listing Obligation & DisclosureRequirements Regulations 2015) in respect of the Director who is proposed to bereappointed at the ensuing Annual General Meeting under Item No. 2 and 3 of the Notice isas under:

Name Brief Resume of the Director and Nature of his expertise in functional areas Directorship/Committee membership in other Companies Disclosure of relationship between Directors Shareholding in Raghav Ramming Mass Limited (%)
SANJAY KABRA He is a Master in Commerce from Rajasthan University having 25 years of experience in ramming mass business and handles expansion overall management financial and legal matters. ---NIL--- Brother of Rajesh Kabra and Son of Krishna Kabra 23.40%
KRISHNA KABRA She is whole Time Director of the Company. With her sound knowledge and rich industry experience she looks after the company overall administration and co-ordination ---NIL--- Mother of Rajesh Kabra and Sanjay Kabra 5.20%

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet all the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

16. PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits within the meaning of Section 73 to 76of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

17. PARTICULARS OF CONSERVATION OF ENERGY ABSORPTION OF TECHNOLOGY AND FOREIGNEXCHANGE EARNING AND OUTGO:

The information related to conservation of energy as required under Section 134 (3)(m)of the Companies Act 2013 and Rule 8 of the Companies (Accounts) Rules 2014 is annexedand forms part of this report as "Annexure -3".

Foreign Exchange earnings and outgo is reported to be 2.36 crore during the financialyear.

18. AUDITORS & AUDITORS' REPORT:

M/s. B.P Mundra & Co. Chartered Accountants Jaipur (Firm Registration Number:004372C) were appointed as Statutory Auditors of the Company at the Annual GeneralMeeting held on 30th September 2015 for a term of 5 consecutive years as perthe provisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting. Therefore beingeligible the Board of Directors have offered for the ratification of their appointment tothe Shareholders as required under the provisions of Section 139 of the Companies Act2013 but due to their pre-occupation and other assignment M/s B.P Mundra tendered theirresignation letter on 3rd August 2017 to the company which arises casual

vacancy and Company has appointed M/s A. Bafna & Co. in the board meeting held on16th August 2017 subject the approval of members in the general meeting as perthe provision of Section 139(8) of the Companies Act 2013 till the conclusion of next AGMheld in 2018 and for the same Company has obtained a written certificate from the abovementioned Auditors to the effect that they confirm with the limits specified in the saidSection and they had also given their eligibility certificate stating that they are notdisqualified for appointment within the meaning of under Section 141 of Companies Act2013.

Further the observations made by the M/s B.P Mundra & Co. for F.Y 2016-17 are selfexplanatory and have been dealt with in Independent Auditors Report & its Annexureforming part of this Annual Report and hence do not require any further clarification. TheReport given by the Auditors on the financial statements of the Company is part of theAnnual Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.

19. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to the Section 204 of The Companies Act 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 every listed company shall annexwith its Board's Report a Secretarial Audit Report which shall be issued for thefinancial year 2016-17 onwards which is to be given by a Company Secretary in practice. Incompliance with the aforesaid requirements Company has appointed Mr. Suresh TibrewalCompany Secretaries in Practice Jaipur as Secretarial Auditor of the Company to undertakeSecretarial Audit for the year 2016-17 which inter alia includes audit of compliancewith the Companies Act 2013 and the Rules made under the Act Listing Agreement andRegulations and Guidelines prescribed by the Securities and Exchange Board of India andForeign Exchange Management Act 1999. The Secretarial Audit Report obtained from Mr.Suresh Tibrewal Company Secretaries in Practice Jaipur is part of this Annual Report as"Annexure- 4". The Secretarial Audit report for the financial year ended 31stMarch 2017 is self explanatory and does not call for any further comments. Pursuant toProvision of Section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board has re-appointed Mr. SureshTibrewal Company Secretaries in Practice Jaipur as Secretarial Auditor of the Company tocarry out secretarial audit of the Company for the financial year 2017-18.

20. INTERNAL AUDITOR:

Pursuant to the Section 138 of The Companies Act 2013 read with Rule 13 of theCompanies (Accounts) Rules 2014 every Listed Company is required to appoint an InternalAuditor or a firm of Internal Auditors to carry out Internal Audit of the Company. Incompliance with the aforesaid requirements the Company has appointed M/s A Bafna &Co. to conduct the Internal Audit of the Company for the Financial Year 2016-17.

The Board has re-appointed M/s A Bafna & Co. Chartered Accountant Jaipur asInternal Auditor of the Company to carry out internal audit of the Company for thefinancial year 2017-18 but due to their prior engagement and other obligations they tendertheir resignation letter on 3rd August 2017 therefore Board of Directors ofthe Company has appointed M/s Ravi Sharma & Co. Chartered Accountants Jaipur intheir meeting held on 16th August 2017 as Internal Auditor of the Company forF.Y 2017-18

21. PARTICULARS OF EMPLOYEES:

The detailed information in accordance with the provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016 is annexed and form part of this report as"Annexure-5"

22. CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 15(2) of Chapter IV of the LODR Regulations2015 Companies having paid up equity share capital not exceeding '10 crore and Net Worthnot exceeding '25 crore as on the last day of the previous financial year or Companylisted on SME-exchange are not required to comply with the provisions of Regulation 27 ofSEBI (LODR) Regulation 2015.

As our Company falls in the ambit of exemption the compliance of the same is notmandatory for our Company. Consequently our Company is not required to provide separatesection on Management's Discussion and Analysis Report.

However our Company has complied with all the disclosures and requirements which areapplicable under all the rules regulations for the time being in force.

23. LISTING ON STOCK EXCHANGES:

The Securities of your Company are listed at BSE Limited on 13th April2016. The Company has been generally regular in complying with the provisions of theListing Agreement. Also the Listing fees of the Stock Exchange in which the Company islisted has been duly paid upto F.Y 2017-18.

24. NOMINATION AND REMUNERATION POLICY:

The current policy is to have an appropriate mix of executive and independent Directorsto maintain the independence of the Board and separate its function of governance andmanagement. As on 31st March 2017 the Board consist of 6 Directors three ofwhom are executive and rest 3 are independent Directors. The Board periodically evaluatesthe need for change in its composition and size. The policy of the Company on directors'appointment and remuneration including criteria for determining including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under Sub Section(3) of Section 178 of Companies Act 2013 adopted bythe Board is appended as "Annexure-6" to the Board's Report. We affirm that theremuneration paid to the directors as per the terms laid out in nomination andremuneration policy of the Company.

25. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board of Directors carriedout an annual performance evaluation of its own performance the Directors individually aswell as its Committees.. And Regulation 17 (10) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Schedule IV of the Companies Act 2013states that the performance evaluation of Independent Director shall be done by the entireBoard of Directors excluding the director being evaluated. The Board performance isevaluated on the basis of number of Board and Committee meetings attended by individualDirector participation of Director in the affairs of the company duties performed byeach Director targets achieved by company during the year. The Board further discussesthe areas where the performance is not up to the desired level.

26. COMMITTES OF BOARD:

Under the aegis of Board of Directors several committees have been constituted whichhave been delegated powers for different functional areas. The Board Committees are formedwith approval of the Board and function under their respective charters. These Boardcommittees play an important role in overall management of day to day affairs andgovernance of the Company. The Board committees meet at regular intervals takes necessarysteps to perform its duties entrusted by the Board. To ensure good governance Minutes ofthe meetings are placed before the Board for their review

Currently the Board of the Company has constituted three committees and one mechanismnamely:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholder's Relationship Committee

These are briefly enumerated as under:

I. Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act 2013 the Board ofDirectors of every listed Company shall constitute an Audit committee which shall consistof minimum of three Directors with Independent Directors forming majority. The AuditCommittee of the Board of Directors ("the Audit Committee") is entrusted withthe responsibility to supervise the Company's internal controls and financial reportingprocess. The composition quorum powers role scope etc. are reconstituted wherevernecessary in accordance with the Companies Act 2013 and Listing Agreement.

a) Composition:

The Audit Committee comprises of three Directors. All the members of Audit Committeeare financially literate and bring in expertise in the fields of finance taxationeconomics risk and international finance. Mr. Dinesh Agarwal Non Executive IndependentDirector is the Chairman of the Committee. The Audit Committee seeks to ensure bothcorporate governance and provides assistance to the Board of Directors in fulfilling theBoard's overall responsibilities. During the year 2016-17 Mr. Dinesh Agarwal has resignedfrom the Company therefore he is ceased to be the member of Committee from 8thAugust 2016 and Mr. Rajesh Malhotra who appointed as additional Director on 17th October2016 become the member of this Committee with immediate effect. The constitution of theAudit Committee is as under:

Name of Members Designation
Mr. Rajesh Malhotra Chairman/Member
Mr. Sanjay Kabra Member
Mr. Vikrant Agarwal Member

b) Terms of Reference:

The terms of reference of the Audit Committee are in accordance with Section 177 of theCompanies Act 2013 and are as follows:

• Overview of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition as well as to ensure that correct sufficient and credible information aredisclosed.

• Recommending to the Board the appointment re-appointment and replacement/removal of statutory auditor and fixation of audit fee and payment of any other service.

• Approval of the payment to Statutory Auditors for any other services rendered bythem.

• Reviewing with Management the annual financial statements before submission tothe Board for approval focusing primarily on:

• Matters required to be included in the Directors' Responsibility Statementincluded in the report of the Board of Directors.

• Any changes in accounting policies and practices thereof and reasons for thesame.

• Major accounting entries involving estimates based on the exercise of judgmentby management.

• Significant adjustments made in the financial statements arising out of Auditfindings.

• Compliance with Stock Exchange and other legal requirements concerning financialstatements.

• Disclosure of related party transactions.

• The going concern assumption and compliance with Accounting Standards.

• Qualifications in draft audit report.

Reviewing with the management the quarterly financial statements before submission tothe board for approval.

• Reviewing with the management the statement of uses/ application of fundsraised through an issue i.e. public issue rights issue preferential issue etc.

• Reviewing with the management performance of statutory and internal auditorsand adequacy of the internal control systems.

• Reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors on any significant findings and follow upthere on.

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board.

• Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern.

• To review the functioning of the Whistle Blower mechanism in case the same isexisting.

• Approval of appointment of CFO (i.e. the wholetime Finance Director or anyother person heading the finance function or discharging that function) after assessingthe qualifications experience & background etc. of the candidate.

• Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

Powers of Audit Committee:

• To investigate any activity within its terms of reference.

• To seek information from any employee.

• To obtain outside legal and professional advice

c) Audit Committee Meetings:

During the Financial Year 2016-2017 5(Five) meetings of the Audit Committee were held.The necessary quorum was present in all the meetings. The Audit Committee Meetings areusually held at the registered office of the Company. The dates of the meetings are:

27th May 2016 7th July 2016
20th September 2016 10th November 2016
10th March 2017

d) The Audit Committee invites such of the executives as it considers appropriate i.e.the head of the finance (CFO) representatives of the Statutory Auditors etc. to attendthe Committee's meetings. The Company Secretary of the Company shall act as the Secretaryto the Audit Committee.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee reviews and recommends the payment ofsalaries commission and finalizes appointment and other employment conditions ofDirectors Key Managerial Personnel and other Senior Employees.

• Composition:

The Nomination and Remuneration Committee has been constituted in order to bring aboutobjectivity in determining the remuneration package while striking a balance between theinterest of the Company and the shareholders. During the year 2016-17 Mr. Dinesh Agarwalhas resigned from the Company therefore he is ceased to be the member of Committee from 8thAugust 2016 and Mr. Rajesh Malhotra who appointed as additional Director on 17th October2016 become the member of this Committee with immediate effect. Presently the constitutionof Nomination and Remuneration Committee is as under:

Name of Members Designation
Mr. Vikrant Agarwal Chairman/Member
Mr. Praveen Totla Member
Mr. Rajesh Malhotra Member

• Terms of Reference:

The function of the Committee includes recommendation of remuneration promotionsincrements etc. for the Executives to the Board of Directors for approval. The Committeeis constituted with a view to-

• Determine the remuneration policy of the Company; service agreements and otheremployment conditions of Whole-time Director(s) and senior management.

• Review the performance of the employees and their compensation;

• The Committee has the mandate to recommend the size and composition of theBoard establish procedures for the nomination process and recommend candidates forselection to the Board/nominate Whole-time Director(s); and

• Such other matters as the Board may from time to time request the Nomination andRemuneration Committee to examine and recommend/approve.

• Meetings - During the Financial Year 2016-17 3(Three) meetings were held:

6th September 2016 17th October 2016
4th March 2017

III Stakeholder's Relationship Committee:

The Stakeholders Relationship Committee is entrusted with the responsibility ofaddressing the shareholders'/ investors' complaints with respect to transfer transmissionof shares duplicate issuance of share certificate non-receipt of Annual Reportnon-receipt of dividend etc.

This committee overlooks the performance of the Registrar and Share Transfer Agent andto recommend measures for overall improvement in the Quality of Investor services. TheCompany has always valued its customer relationships.

a) Composition:

Constitution of the Committee is as under:

Name Category
Mr. Praveen Totla Chairman/Member
Mr. Rajesh Kabra Member
Mr. Vikrant Agarwal Member

b) Terms of reference of the Stakeholders' Relationship Committee are broadly as under:

The Stakeholders' Relationship Committee specifically looks into various issues of theShareholders such as registration of transfer of shares issue of share certificatesredressal of shareholders' complaints credit of shares into Demat Account facilitationof better investor services etc. The committee has been delegated by the Board to approvetransfer/ transmission of shares and to deal with all the matters related thereto.

c) Meetings:

In order to expedite the working of the committee the members of the committee meetregularly as and when it is required. During the year 2016-17 4 (Four) meetings of thecommittee were held. Dates of the Meetings are:

30th June 2016 30th September 2016
31st December 2016 31st March 2017

d) Details of Complaints:

• No. of Complaints received and solved during the year Q1- Nil Q2- Nil Q3- NilQ4- Nil

• No pending complaints were there as on March 312017

e) Mr. Praveen Totla acts as the Chairman of the Stakeholders' Relationship Committee.Company Secretary of the Company acts as the Secretary of the Committee.

27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

As per Section 177 of the Companies Act 2013 it is necessary to establish a VigilMechanism for their Directors and Employees to report their grievances by every listedCompany. The purpose of this Policy is to provide a framework to promote responsiblewhistle blowing by employees. It protects employees wishing to raise a concern aboutserious irregularities unethical behavior actual or suspected fraud within the Company.Under such mechanism the employees are free to report violations of applicable laws andregulations and the Code of Conduct. The Audit Committee of the Board is committed toensure fraud-free work environment and to this end the Committee has laid down a WhistleBlower Policy providing a platform to all its stakeholders including employees andauditors regulatory agencies and customers of the Company to report any suspected orconfirmed incident of fraud/misconduct through any of the following reporting protocols:Accordingly your Company has established a Vigil Mechanism/Whistle Blower Policy thedetails of Vigilance Officer is as under:

Name: Mr. Rajesh Malhotra(Non Executive Independent Director)

Email: whistleblower@rammingmass.com

During the year no one has denied access to the audit committee. The policy is alsoavailable at Company website www.rammingmass . com

28. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm that:

i) In the preparation of annual accounts for the financial year 2016-17 the applicableaccounting standards have been followed along with proper explanations and disclosuresrelating to material departures if any;

ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of the affairs of the Company as at 31st March 2017 and of theprofit or loss of the Company for that period;

iii) To the best of their knowledge and information they have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of Companies Act 2013 for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;

iv) They have prepared annual accounts on a going concern basis.

v) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and are operating effectively.

29. ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude to all the business associates itsmanagement statutory authorities Stock Exchanges and to the Investors/ Shareholders forthe confidence reposed in the Company and supporting the Company during all crucial andcritical issues through their kind cooperation. The Directors also convey their deep senseof appreciation for the committed services by the employees at all levels for theirenormous personal efforts as well as collective contribution to the Company.

By the Order of Board of Directors

For Raghav Ramming Mass Limited

Sd/-

Rajesh Kabra

(Chairman)

DIN: 00935200

Date: 16th August 2017

Place: Jaipur