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Raghunath International Ltd.

BSE: 526813 Sector: Infrastructure
NSE: N.A. ISIN Code: INE753B01014
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VOLUME 8800
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P/E
Mkt Cap.(Rs cr) 2
Buy Price 3.97
Buy Qty 1967.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.78
CLOSE 3.97
VOLUME 8800
52-Week high 3.97
52-Week low 1.41
P/E
Mkt Cap.(Rs cr) 2
Buy Price 3.97
Buy Qty 1967.00
Sell Price 0.00
Sell Qty 0.00

Raghunath International Ltd. (RAGHUNATHINTL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Twenty First Annual Report on thebusiness and operations of the Company together with the Annual Accounts for the FinancialYear ended on March 31 2015.

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

(Rupees in lakhs)

Particulars 2014–2015 2013–2014
Sales and Other Income (Gross) 288.09 110.34
Profit/(Loss) before Interest and Depreciation 71.09 11.66
Less: Finance Charges (2.37) (08.30)
Less: Depreciation (7.51) (05.91)
Profit/(Loss) for the Year 61.21 (02.55)
Add/(Less): Extraordinary Items (0.24) 01.32
Less: Fringe Benefit Tax Nil Nil
Add/Less: Provision for Income Tax (7.37) Nil
Less: Provision for Wealth Tax Nil Nil
Add/(Less): Deferred Tax Assets/ (Liability) Nil 03.02
Net Profit/(Loss) for the Year 53.60 01.79
Add: Balance brought forward 112.17 110.38
Amount available for appropriation 53.60 (1.79)
Appropriation:
Transfer to General Reserves 5.00 Nil
Surplus carried to the Balance Sheet 159.42 112.17

OPERATIONS

During the year under review the sales and other income of the Company increased toRs. 288.09 (Lacs) as compared to Rs. 110.34 (Lacs) in the Previous Year. The Company hasearned a Profit of Rs. 53.60 (Lacs) as against loss of Rs (1.79) (Lacs) in the previousyear. The Company will focus on real estate and allied businesses and will formulate itsstrategies accordingly.

RESERVES

During the year under review The Company has transferred Rs. 500000.00 (Rupees Fivelacs only) from the Profits of Current year 2014 2015 to general reserve of the Company& outstanding amount in the General reserve of the Company increased to Rs. 70.00(Lacs).

DIVIDEND

During the year the Company has earned adequate profit and Your Directors have decidedto Plough back profits for the expansion of business of the Company and hence no dividendis recommended.

DEMATERIALIZATION OF EQUITY SHARES

The Company’s equity shares are available for trading in the both Depository thatis National Securities Depository Limited (NSDL) and the Central Depository Services(India) Limited (CDSL). The International Security Identification Number (ISIN) allottedby NSDL and CDSL to the Company is INE753B01014. The Dematerialization status of theCompany as on March 31st 2015 is as under:

Particulars No. of Shares Percentage
Electronic Mode
NSDL 2684991 53.70
CDSL 442929 08.86
3127920 62.56
Physical Mode 1872280 37.44
Total 5000200 100.00

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT–9as a part of this Annual Report is annexed herewith as

ANNEXURE I .

BOARD AND COMMITTEE MEETINGS

As per Companies Act 2013 the Company is required to hold at least four Board Meetingin an Each Calendar year. During the year Eleven Board Meetings were duly convened.

The Board has constituted an Audit Committee with *Mr. Manish Bhatia (DIN No. 02181290)Chairman Mr. Shiv Prakash Trivedi (DIN No. 00710843) Mr. Samar Bahadhur Singh (DIN No.0003510) **Mrs. Priyanka Mishra (DIN No. 0714558). There have not been any instancesduring the year when recommendations of the Audit Committee were not accepted by theBoard.

* Mr. Manish Bhatia (DIN No. 02181290) Independent Non Executive Director ofthe Company has resigned from office of Director on 23.4.2015.

** Mrs. Priyanka Mishra (DIN No. 0714558) has been appointed as an AdditionalIndependent Non executive Director of the Company with effect from 31.3.2015.

Details of composition of the Board and its Committees and Meetings held and attendanceof the Directors at such Meetings are provided in the Corporate Governance Report. Theintervening gap between the Meetings were within the period prescribed under the CompaniesAct 2013 and the Listing Agreement.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 of the Companies Act 2013 with respectto the Directors’ Responsibility Statement it is hereby confirmed: (i) That in thepreparation of the annual accounts for the financial year ended on 31st March 2015 theapplicable Accounting Standards had been followed and no material departures have beenmade from the same.

(ii) That the Directors had 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 under .

(iii) That Directors have taken proper and sufficientcare 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 fraud andother irregularities.

(iv) That Director has prepared the annual accounts for the financial year ended on31st March 2015 on ‘going concern’ basis.

(v) That proper internal Financial Controls were in place and that the financialcontrols were adequate and operating effectively.

(vi) That system to ensure Compliance with the Provisions of all applicable laws werein place and were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. G. N Choudhary Chairman and Whole Time Director (DIN No.00012883) of theCompany will retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment.

Ms. Asha Mittal (ACS 32348) was appointed as Company Secretary (Whole Time KeyManagerial Personnel) on 06th January 2015 and has resigned from the officewith effectfrom6 th May 2015 due to some personal reasons.

Mr. Manish Bhatia Director (DIN No. 02181290) of the Company was appointed asIndependent Non Executive Director in the Company on 01st May 2008 and hasresigned from the office with effect from 23 rd April 2015 due to preoccupancy or anyother reason.

Mrs. Priyanka Mishra Director (DIN No. 07145586) of the Company has been appointedas an Independent Non Executive Additional Director on 31st March 2015.

Ms. Ridima Mishra (ACS 39208) has been appointed as a Company Secretary (WholeTime Key Managerial Personnel) with effect from 30.05.2015.

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section149 (6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement entered into with the Stock Exchanges.

In the opinion of the Board they fulfilledthe conditions of independence as specifiedin under and are independent of the management. The declaration was placed before theboard for their review.

POLICY ON DIRECTORS KMP & OTHER EMPLOYEES

The Company has adopted Governance Guidelines on Board’s Effectiveness. TheGovernance Guidelines cover aspects related to composition and role of the Board Chairmanand Directors Board diversity definition of Independent Director Director termretirement age and Committees of the Board. It also covers aspects relating to nominationappointment induction and development of Directors Director Remuneration Subsidiaryoversight Code of Conduct Board Effectiveness Review and Mandates of Board Committees.

Policy for Nomination and Remuneration of Directors:

The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. Boardcomposition analysis reflectsin depth understanding of the Company including itsstrategies environment operations financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to evaluate thePerformance of the Board on a periodic basis including each time a Director’sappointment or re appointment is required or not. The Committee is also responsible forreviewing and vetting the CVs of potential candidates vis a vis the required competenciesand meeting potential candidates prior to making recommendations of their nomination tothe Board. At the time of appointment specific requirements for the position includingexpert knowledge expected is communicated to the appointee.

Criteria for Determining Qualifications Positive Attributes and

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications and independence of Directors in terms of provisions of Section 178 (3) ofthe Companies Act 2013 and Clause 49 of the Listing Agreement.

Independence: In accordance with the above criteria a Director will be consideredas an ‘Independent Director’ if he/ she meets with the criteria for‘Independent Director’ as laid down in the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is alsoensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of theindividual will contribute to the overall skill domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under theCompanies Act 2013 the Directors on the Board of the Company are also expected todemonstrate high standards of ethical behaviour strong interpersonal and communicationskills and soundness of judgment. Independent Directors are also expected to abide by the‘Code for Independent Directors’ as outlined in Schedule IV to the CompaniesAct 2013.

DISCLAIMER

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards Listing Agreements etc mentioned above subjectto the following observations: Particulars of disputed dues in respect of Income taxCustom and Excise duty:

Name of statue Nature of the dues Amount(Rupees in lakh) Period to which the amount relates Forum where the dispute is pending
Central Excise and Custom Act Excise Rs. 24.69 (Demand was Rs. 32.86 Lakh and Rs.8.17 Lakh has already been deposited under protest) Assessment Year 2003 2004 The Deputy Commissioner)
Central Excise Kanpur Uttar Pradesh (The matter is under Sub judice Central Excise and Custom Act Excise Rs. 6891.57 (Demand was Rs. 7191.57 Lakh and Rs. 300.00 Lakh has already been deposited under Protest) Till the date of search i.e. 09.05.2008 The Commissioner Central Excise Kanpur Uttar Pradesh (The matter is under Sub– judice)
Income Tax Act Income Tax Rs. 196.28 (Demand raised by Income tax department) Assessment Year 2005 2006 The Commissioner of Income tax (Appeals) New Delhi (The matter is under Sub judice)

AUDITORS AND AUDITORS REPORT Statutory Auditors:

M/s Kumar Piyush & Co. (Firm Registration No. 005120N) Chartered Accountants theStatutory Auditor of the Company will retire at the conclusion of ensuing Annual GeneralMeeting and being eligible; offer themselves for reappointment for a period of One Yearfrom the conclusion of this Annual General Meeting [AGM] till the conclusion of TwentySecond AGM.

Statutory Auditors’ Report

The Auditors’ Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self explanatory and do not call for any furthercomments.

Cost Auditor

Pursuant to Section 148 of the Companies Act 2013 the Company is not required toappoint cost auditor for the Financial Year ended 2014 2015.

Cost Audit Report

As per the Cost Audit Orders Cost Audit is not applicable on the Products and Businessof the Company for the F.Y. 2014–2015.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s. Sushil Gupta & Associates CompanySecretaries Kanpur to undertake the Secretarial Audit of the Company for the year endedon 31st March 2015.

Secretarial Auditor Report

The Secretarial Audit Report is annexed as Annexure III. The Secretarial Audit Reportfor the financial year ended on 31st March 2015 does not contain anyqualification reservation adverse remark or disclaimer.

INTERNAL AUDIT & CONTROLS

The Company has appointed Mr. Sandeep Kumar Saraogi Chartered Accountant (ACA411706) as an Internal Auditor of Company to ensure compliances and effectiveness of theInternal Control Systems in place as per the decision taken during the financial year2014 2015. During the year the Company continued to implement his suggestions andrecommendations to improve the control environment and his scope of work includes reviewof processes for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditor findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not granted any loan guarantees securities or investments to anyperson or body corporate under section 186 of Companies Act 2013 during the financialyear 2014 15. The Company has passed the Special resolution in its Twentieth AnnualGeneral Meeting which was held on 29th September 2014 to empower the Board of directorof the Company to give any loan to any other person or body corporate to give anyguarantee and provided any security in respect of the loan of any other person or bodycorporate in excess of the limit provided in Section 186 but aggregate of above shall notexceed the limit of Rs 50.00 Crore at any time in any financial year.

S. No. Date of Transactions Particular/Purpose/Nature of Transactions Amount of Transactions
Not Applicable

RELATED PARTY TRANSACTIONS

The Board hereby confirms that the Company has not entered into any Contract andArrangement with the Related Parties during the year.

The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company’s website at the web link:http.//www.raghunathintlimited.com/images/pdf/RPP.pdf.

FAMILIARIZATION PROGRAM

Your Company for many years now has been familiarizing the Independent Directors onits Board with detailed presentations by its business functional heads on the Companyoperations strategic business plans new products and technologies including significantaspects of the Industry and its future outlook. Details of familiarization programsextended to the Non executive & Independent Directors during the year are alsodisclosed on the Company website at the following web link:http.//www.raghunathintlimited.com/images/pdf/FP.pdf.

MATERIAL CHANGES AND COMMITMENTS

No Material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report like settlement oftax liabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.

CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134 of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014:

CONSERVATION OF ENERGY

The Company’s operations involve low energy consumption. There are no major areaswhere any energy conservation measure can be taken. However efforts are being made toconserve and optimize the use of energy wherever possible.

FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION OF TECHNOLOGY RESEARCHAND DEVELOPMENT:

Technology Absorption:

The Company is in Trading and real estate Industry and therefore specific technologyabsorption adaptations and innovation will be taken care of/ implemented whereverrequired.

Research & Development:

Sr. No. Particulars Status
1. Specific areas in which Research and Development carried out by the NIL
2. Benefit derived as a result of the above Research and Development. NIL
3. Future plan of action. NIL
4. Expenditure on Research and development. NIL

FOREIGN EXCHANGE EARNINGS & OUTGO:

(i) Total Foreign Exchange earned: NIL

(ii) Total Foreign Exchange outgo: NIL

RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided in the Report of Management Discussion andAnalysis.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company hereby Confirms that the Provisions of Section135(1) of the Companies Act 2013 is not applicable on our Company. However theresponsibility of the Company is to make a positive impact on the communities in which thecompany does business through its support of select programs outreach efforts andinitiatives that improve and enhance the quality of life.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit CommitteeNomination & Remuneration Committee and other Compliance Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.

DETAILS OF SUBSIDARY/ JOINTVENTURES/ ASSOCIATE COMPANIES

Pursuant to sub section (3) of Section 129 of the Companies Act 2013 the statementcontaining the salient feature of the financial statement of the Company’s subsidiaryor subsidiaries associate company or companies and joint venture or ventures if any isgiven as AOC 1 [Statement containing salient features of the Financial Statement ofsubsidiaries/ associate Companies/joint Ventures] as a part of Financial Statement.

DEPOSITS

During the Period under review Our Company has not accepted any deposit falling withinthe ambit of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future

NIL

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism and Whistle Blower Policy in terms of ListingAgreement to provide a formal mechanism to the Directors and employees to report theirconcerns about unethical behaviour actual or suspected fraud or violation of theCompany’s Code of Conduct or ethics policy. The Policy provides adequate safeguardsagainst victimization of employees who avail of the mechanism and also provides for directaccess to the Chairman of the Audit Committee. It is affirmed that no personnel of theCompany has been denied access to the Audit Committee. The Policy on Vigil Mechanism andWhistle Blower Policy may be accessed on the Company website athttp://www.raghunathintlimited.com/wbp.asp

PARTICULAR OF EMPLOYEES

The information require in Pursuant to Section 197 of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided in statement of particulars of employees is annexed as Annexure IIof the Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any fund lying unpaid or unclaimed for a period of last sevenyears. Therefore no fund are required to be transferred to Investor Education andProtection Fund (IEPF).

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report whichare ensuring that:

(a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meet appropriateperformance benchmarks; and

(c) remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjective appropriate to the working of the company and its goals.

CORPORATE GOVERNANCE REPORT

Your Company has successfully implemented the mandatory provisions of CorporateGovernance in accordance with the provisions of Clause 49 of the Listing Agreement of theStock Exchanges. Separate Reports on Corporate Governance is included in the Annual Reportand Certificate dated 01 st September 2015 of the Auditors of your Company confirming thecompliance of conditions of Corporate Governance is also annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement of Stock Exchange the ManagementDiscussion and Analysis Report is enclosed as a part of this report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace PreventionProhibition and Redressal) Act 2013 and the Rules made there under. The Policy aims toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has alsoconstituted an Internal Complaints Committee known as the Prevention of Sexual Harassment(POSH) Committee to inquire into complaints of sexual harassment and recommendappropriate action.

INDUSTRIAL RELATIONS

During the year under review your Company had cordial and harmonious relations at alllevels of the Organization.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2015 2016 toStock Exchanges where the Company’s Shares are listed.

Our Company were also listed on U.P. Stock Exchange earlier being the regional StockExchange. The Shareholders of UP Stock Exchange at their Extra Ordinary General Meetingheld on 30th June 2014 made a request to (SEBI) Security and Exchange Board of India forits Exit as Stock Exchange. Which request was confirmed by the SEBI wide its Exit dated on09th June 2015 hence the recognition of UPSE was withdrawn by SEBI.

ACKNOWLEDGMENTS

The Directors acknowledge with gratitude the co operation and assistance received fromthe Government Banks Authorities and other Business Constituents. The Directors wouldalso like to thank the employees shareholders customers and suppliers for theircontinuous support given by them to the Company and their confidence reposed in theManagement.

For and on behalf of the Board For and on behalf of the Board
Sd/– Sd/–
Place: Delhi (G. N. Choudhary) (Samar Bahadur Singh)
Date: 01st September 2015 Whole –Time Director Director
DIN NO.00012883 DIN NO. 00033510