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Raj Agro Mills Ltd.

BSE: 530291 Sector: Industrials
NSE: N.A. ISIN Code: INE791C01012
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OPEN 6.87
PREVIOUS CLOSE 6.55
VOLUME 1009
52-Week high 6.87
52-Week low 2.97
P/E
Mkt Cap.(Rs cr) 2
Buy Price 6.87
Buy Qty 1003.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.87
CLOSE 6.55
VOLUME 1009
52-Week high 6.87
52-Week low 2.97
P/E
Mkt Cap.(Rs cr) 2
Buy Price 6.87
Buy Qty 1003.00
Sell Price 0.00
Sell Qty 0.00

Raj Agro Mills Ltd. (RAJAGROMILLS) - Director Report

Company director report

TO THE MEMBERS

Dear Members

Your Directors have the pleasure in presenting the 25thAnnual Report of theCompany together with the Audited Accounts for the financial year ended 31stMarch2015.

FINANCIAL RESULTS

The financial figures for the year under review are given below:

(Rs. In Lacs)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
2014-2015 2013-2014
Sales and Other income 1.65 189.61
Profit/(Loss) before Interest Depreciation and Tax (50.09) 131.55
Less : Interest & Bank charges - -
Cash Profit/(Loss) (50.09) -
Depreciation 2.98 -
Profit/(Loss) before Tax (53.07) 131.55
Provision for Current Tax 0.00 0.00
Provisions for Deferred Tax Liability(+)/Liability(-) - -
Outstanding Deferred Tax Liability written back - -241.22
Profit/(Loss) after Tax (53.07) 372.77
Transfer to General Reserve - -
Provision for Proposed Dividend - -
Proposed Dividend - -
Balance Carried to Balance Sheet (53.07) 372.77

The company has not carried on any business activity during the year under review.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review your company’s income was of Rs.1.65 Lacs (PreviousYear Rs.189.61 Lacs). The company has incurred a loss of Rs.53.07Lacs (Previous Yearprofit of Rs.372.77 Lacs) during the period under review.

INFORMATION ON STATE OF COMPANY’S AFFAIR

The company has not carried any activity during the year under review. And as alreadyreported during previous reports the company managed to settle its dues with the StateBank of India and has arrived at One Time Settlement dated 26.09.2012 and to pay off thesettled dues the company has disposed off the substantial part of its assets and very fewassets have been left out on which the depreciation has been charged as per Schedule II tothe Companies Act 2013. The companywas to deposit aggregate amount of Rs.28.00 cr up to25.03.2015 as per OTS on different dates with amount specified there against. The companyis regular in paying the installments of OTS and it has paid entire Principal Amount ofRs.33.20 cr under OTS up to 27th June 2015 well before due date of 25thSeptember 2015. However Interest amount of Rs.28524915/- is still outstanding aspayable which is to be paid on or before 25.03.2016.

DIVIDEND

Your Directors express their inability to recommend any dividend in view of presentturmoil.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared and paid last year the provisions of Section 125of the Companies Act 2013 does not apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013

The company has not carried on any activity since the last more than five years ratherthe assets of the company had been disposed off to pay off State Bank of India’sliability; therefore the Board expresses its inability to propose to carry any amount toany of reserves.

CHANGES IN SHARE CAPITAL

There is no change in the Share capital of the company during the Financial Year2014-15.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

Under review during Financial Year 2014-15 the Company has not given any loan orGuarantee or provides security in connection with a loan to any other body corporate andperson and also the company has not made any investment in any other body corporate.

AUDITOR’S

Statutory Auditors

The existing statutory auditor M/s P C Goyal & Co. Chartered Accountants Ludhianaretire at the conclusion of this Annual General Meeting of the company and being eligibleoffer themselves for re-appointment. Your directors also recommend their re-appointmentfor approval of members. There is no change in the auditor of company during the yearunder review. They had furnished a certificate that their re-appointment if made wouldbe within the prescribed limits under section 141(3)(g) of the Companies Act 2013.

Statutory Auditor’s Report

The Auditors Report on the Accounts of the Company is self-explanatory and theAuditors’ in his audit report has commented upon the fact that the company’slosses are more than its net worth and the company has liquidated its assets to pay offdues hence the company is presently not maintaining its going concern status.

As informed in earlier reports the company with the intervention of Debt RecoveryTribunal-II Chandigarh has made an One Time Settlement Compromise with its banker namelyState Bank of India vide its letter SAMB/SK/1142 dated 26.09.2012 has liquidatedsubstantial part of its assets to make scheduled payments hence presently the company isnot maintaining its going status. However after complying with provisions of relevantlaws and pursuant to obtaining of the requisite approvals the Company intends to carry onbusiness of Group Housing Projects trading of movable and immovable assets/properties andhire purchase etc.

Cost Audit

The company is not required to have the cost audit of its cost record due tonon-operation of unit.

Secretarial Auditors

B.K Gupta & Associates Company Secretaries Ludhiana has been appointed asSecretarial Auditors of the company by the Board of Directors to conduct the secretarialaudit for the financial year 2014-15.

Internal Auditors

The Company is not in Operation since the last more than five years so no internalAuditor is appointed in Company. However the Company has adequate internal financialcontrols in place and the same is operating effectively having regard to company’ssize and operations as certified by Statutory Auditor.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 every listed companyrequired to disclose information related to remuneration paid during the year. Thedetailed information in this regard is annexed to this report as "Annexure I".

RELATED PARTY TRANSACTIONS

The company has not entered into any contract arrangement and transaction with any ofrelated parties during the year under review. Therefore there is nothing to disclose inthe report.

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE COMPANIES ACT 2013

No material changes and commitments have taken place between the end of the financialyear of the Company to which balance sheet relates and date of report which affects thefinancial position of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company is not engaged in the manufacturing activities or any other commercialactivity as such your Directors express their inability to comment upon the conservationof energy technology absorption measures and there is no the foreign exchange earningsand outgo during the year under review.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in format MGT-9 for the financial year 2014-15 has beenenclosed with this report as "Annexure II".

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Subsidiary/Joint Venture or Associate companies.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is change in composition of Board of Directors during the year under review.

A) Mr R C Singal has resigned from the Board of Directors of the company whereas Mrs.Meenu Uppal has been appointed as an additional Director by the Board with effect from31st March 2015. She is first women director of the company. As the term of Mrs. MeenuUppal as an additional director is expiring on the date of forthcoming Annual GeneralMeeting of the company therefore the Board recommends for kind consideration andapproval of worthy Shareholders the appointment of Mrs. Meenu Uppal as an independentdirector of the company pursuant to section 149 and 152 of the Companies Act 2013 and theRules made there-under. A declaration by Mrs. Meenu Uppal that she meets the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 hasbeen received by the company .

B) Mr. Rupinder Singh has been appointed as a Chief Financial Officer of the companyw.e.f 31.03.2015 by the Board.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director inaccordance with section 149 (7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in sub section (6) of section 149 of the Companies Act 2013and clause 49 of the listing agreement.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

No material order has been passed by any regulator/court/tribunal. However as informedin earlier reports the company with the intervention of Debt Recovery Tribunal-IIChandigarh has arrived One Time Settlement Compromise with its banker namely State Bankof India vide its letter SAMB/SK/1142 dated 26.09.2012 and has liquidated its assets tomake scheduled payments hence presently the company is not maintaining its going status.However after complying with provisions of relevant laws and pursuant to obtaining of therequisite approvals the Company intends to carry on business of Group Housing Projectstrading of movable and immovable assets/properties and hire purchase etc. in the future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

NUMBER OF MEETINGS

During the Financial year 2014-2015 under review 5 meetings of Board of Directors and4 Meetings of Audit Committee of the Company were held. Detailed information about themeetings is given in corporate governance report which forms the part of Annual Report.

RISK MANAGEMENT POLICY

The Board of Directors of your Company in its meeting held on 06.05.2014 adopted theRisks Management Policy. The policy establishes the process for the management of riskfaced by Raj Agro Mills Limited. The aim of risk management is to maximize opportunitiesin all activities and to minimize adversity. This policy applies to all activities andprocesses associated with the normal operations of Raj Agro Mills Limited. The purpose ofthe Committee is to assist the Board of Directors in fulfilling its responsibilities withregard to enterprise risk management. Further the Committee strives to assist the Boardin framing implementing and monitoring the risk management plan for the Company andreviewing and guiding the risk policy.

EVALUATION BY BOARD OF ITS OWN PERFORMANCE ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITHREFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT 2013 AND RULE 8(4) OF THE COMPANIES(ACCOUNTS) RULES 2014 AND CLAUSE 49 OF IV(B) OF THE LISTING AGREEMENT

Pursuant to the above said provisions of the Companies Act 2013 rules thereof andClause 49 of the Listing Agreement the Board has carried out an evaluation of its ownperformance directors individually as well as the evaluation of the committees as per thecriteria laid down in the Nomination Remuneration Evaluation policy. Further theIndependent directors have also reviewed the performance of the Non-Independent Directorsand Board as a whole including reviewing the performance of the Chairperson of the companytaken into account the views of an Executive Directors and Non Executive Directors videtheir separate meeting held on 31.03.2015

COMPANY POLICY RELATING TO DIRECTOR APPOINTMENT PAYMENT OF REMUNERATION AND DISCHARGEOF THEIR DUTIES

The Nomination & Remuneration Committee of the Company has formulated theNomination & Remuneration Policy on Director appointment and remuneration includingthe criteria for determining qualification positive attributes independence of a directorand other matters as provided under section 178(3) of the Companies Act2013.

The Nomination and Remuneration Policy is annexed hereto and form part of this reportas "Annexure III".

AUDIT COMMITTEE

The objectives of Audit Committee is to monitor supervise and effective management ofcompany’s finance to ensure effective internal financial controls and riskmanagement systems with high level of transparency and accuracy.

Consequent to change in the composition of Board of Directors the composition of AuditCommittee has been changed and redrafted. The present Audit Committee consists of thefollowing members;

Mr. Jatinder Singh Chairman Mrs. Meenu Uppal Member Mr. Varinder Kumar Member

The composition of the Audit Committee consists of independent Directors viz. Mrs.Meenu Uppal and Mr. Jatinder Singh who form the majority. The Committee met four timesduring the year the details of which are given in the Corporate Governance Report thatforms part of this Annual Report.

The Audit Committee had its meeting from time to time to review and monitor theeffectiveness of the audit process and to examine the financial statements and to evaluatethe internal financial controls and risk management assessment. The members of committeehave no pecuniary interests in the company and draw nothing except meeting fee fromcompany.

VIGIL MECHANISM

The company has established a vigil mechanism and oversees through the committee thegenuine concerns expressed by the employees and other directors. The Company has alsoprovided adequate safeguards against victimization of employees and directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of company employees and theCompany.

Whistle Blower policy has been adopted by the Board of Directors for effectiveimplication of vigil mechanismprocess. This policy requires every director or employee toreport directly to management in case of actual or possible violation of the code.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement the report on Corporate Governancetogether with Auditor’s Certificate on compliance with this regard and ManagingDirector’s declaration in this regarding compliance of code of conduct by BoardMembers and Senior Management Personnel is attached and forms part of this Annual Report.

DEPOSITS

During the year the company has not accepted any deposits under Companies Act 2013.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report in format MR-3 by M/s B.K Gupta & Associates CompanySecretaries is annexed with the Board Report. Secretarial Audit Report is annexed herewithas "Annexure IV".

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) They had 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 affairs of the company at the end of the financial year and of the profitand loss of the company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) They had prepared the annual accounts as per the applicable law accountingstandards and accounting principles however the company is not maintaining going concerndue to non-operation of unit and as it has disposed off substantial part of assets to payoff bank dues; and

(e) They had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.

(f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANLYSIS REPORT

Management Discussion And Analysis Report as per Clause 49 of the Listing Agreement aregiven in the Annexure-V forming part of this report.

GENERAL DISCLOSURE

Your Director state that no Disclosure or Reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with Differential right as to dividend voting or otherwise.

3. Issue of shares with including sweat equity shares to employees of the Company underany scheme.

4. No significant or Material order were passed by the regulators or courts or tribunalwhich impact the going concern status and company’s operation in future yourdirector further state that during the year under review there were no case filedpursuant to sexual harassment of women at workplace (prevention prohibition andRedressal) Act 2013.

ACKNOWLEDGEMENTS

Directors acknowledge with gratitude the continuing co-operation and assistancerendered by Financial Institutions Banks Government Agencies Suppliers and otherorganizations in the working of the Company.

FOR AND ON BEHALF OF THE BOARD
(Sanjeev Bansal) (Varinder Kumar)
Managing Director Director
DIN:00057485 DIN:00057532
662/2 Premjit Road Gurdev Nagar Ludhiana-141001Punjab S - V Moti Nagar G.T Road Ludhiana-141007 Punjab
Place: Ludhiana
Date : 28.08.2015

ANNEXURE TO THE DIRECTORS REPORT

Annexure-I

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

(1) Ratio of the remuneration of each Director/KMP to the average remuneration of allthe employees of the Company for the financial year:

Average remuneration of all employees of the Company for the Financial Year 2014-15 391782
The Percentage increase in the average remuneration of employees in the Financial Year 37.04%
The number of permanent employees on the roll of the Company as on 31st March 2015 2

 

Name of Director/ KMP Remuneration of Director/KMP for financial year 2014-15 Ratio of Remuneration to average remuneration of all employees % increase in remuneration in the Financial Year 2014- 15 Comparison of the remuneration of the KMP against the performance of the Company
Independent Directors
Mrs. Meenu Uppal Nil N.A Nil Nil
Mr. Jatinder Singh Nil N.A Nil Nil
Executive Directors/KMP
Mr. Sanjeev Bansal M.D* NIl
Mr. Davinder Kumar Company secretary 670000 1.71 32.42% Profit Before interest depreciation and tax decreased by 138.08 % and profit after tax decreased by 114.24% in Financial Year 2014-15.
Mr. Rupinder Singh CFO 113563 0.29 N.A

Notes: Sanjeev Bansal is Executive Director of Company but doesn’t receive anysalary.

(2) Relationship between average increase in remuneration and company performance. Theprofit after tax for the year is decreased by 114.24 % and whereas average remunerationhas increased by37.04%. There is increase in average remuneration whereas the profit aftertax declined. However the Profit earned during the last year was not an operating profitit was due to sale of assets during that year.

(3) Comparison of the remuneration of the KMP against the performance of the Company.The total remuneration of KMP increased by 54.87 % from Rs. 505950 in 2013-14 to Rs.783563 in 2014-15 whereas the profit after tax decreased by 114.24 % as there is loss ofRs. 53.07 lacs of the current year 2014-15 as compared to profits of Rs 372.77 lacs duringthe year 2013-14.

(4) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer:

Sr No Description Amount
1.
Market Cap variation
Mcap at 31 March 2015 11390212
Mcap at 31 March 2014 6952064
Variation in Mcap in FY 2015 (%) 63.84%
2
Price-to-Earnings Ratio
PE as at 31 March 2015 (Mkt Price/EPS) 0
PE as at 31 March 2014 (Mkt Price/EPS) 0.19
3 Offer
- IPO price per share 18
- Market price as at 31 March 2015 3.67
% decrease from last IPO 79.61%

(5) The key parameters for any variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees.

(7) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not Applicable since directors are not being paid any salary.

(8) It is hereby affirmed that remuneration paid is as per the remuneration policy ofthe Company.

FOR AND ON BEHALF OF THE BOARD

(Sanjeev Bansal)

Managing Director

DIN:00057485 662/2 Premjit Road Gurdev Nagar Ludhiana-141001

Punjab

FOR AND ON BEHALF OF THE BOARD

(Varinder Kumar)

Director

DIN:00057532 S - V Moti Nagar G.T Road Ludhiana 141007

Punjab

Annexure-III

NOMINATION AND REMUNERATIONPOLICY RAJ AGRO MILLS LIMITED

(U/s178oftheCompaniesAct2013andClause49(IV)oftheAmendedListing Agreement)

PREFACE:

InpursuanceoftheRAJ AGRO MILLS LIMITED policy toconsider human resources as itsinvaluable assets to pay appropriate remuneration toall Directors Key ManagerialPersonnel and employees of the Company to harmonize the aspirations of human resourcesconsistent with the goals of the Company and interms of the provisions of Section178 ofthe Companies Act2013 and Clause 49 of the amended Listing Agreement this policyonNominationand Remuneration of Directors Key Managerial Personnel andSeniorManagementhas been formulated by the Committee and approved by theBoardofDirectors.

In order to align with the provisions of the Companies Act 2013 and the ListingAgreement the Board reconstituted and changed the name of "RemunerationCommittee" to "Nomination and Remuneration Committee" on 6thMay2014.

1. OBJECTIVES:

a) To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

b) To determine remuneration based on the Company’s size and financial positionand trends and practices on remuneration prevailing in peer companies of the relevantindustry.

c) To carry out evaluation of the performance of Directors as well as Key Managerialand Senior Management Personnel.

d) To provide them reward linked directly to their effort performance dedication andachievement relating to the Company’s operations.

e) To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage

2. DEFINITIONS:

(a) Key Managerial Personnel:

(i) Managing Director;

(ii) Company Secretary;

(iii) Chief Financial Officer; and

(iv)Such other officer as may be prescribed.

(b) Senior Management: Senior Management means personnel of the company who are membersof its core management team excluding the Board of Directors. This would also include allmembers of management one level below the Executive Directors including all functionalheads.

3. APPLICABILITY:

The Policy is applicable to:

_ Directors (Executive and Non-Executive)

_ Key Managerial Personnel

_ Senior Management Personnel

4. ROLE OF COMMITTEE:

The role of the Committee inter alia will be the following:

a) to formulate a criteria for determining qualifications positive attributes andindependence of a Director.

b) to recommend to the Board the appointment and removal of Senior Management

c) to carry out evaluation of Director’s performance and recommend to the Boardappointment / removal based on his / her performance.

d) to recommend to the Board on policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.

e) to make recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract;

f) ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks

g) to devise a policy on Board diversity;

h) to develop a succession plan for the Board and to regularly review the plan

5. MEMBERSHIP:

a) The Committee shall consist of a minimum 3 non-executive directors out of whichhalf shall be independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board ofDirectors.

6. CHAIRMAN:

a) Chairman of the Committee shall be an Independent Director.

b) Chairman of the Company may be appointed as a member of the Committee but shall notbe a Chairman of the Committee.

c) In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer theshareholders’ queries.

7. FREQUENCY OF MEETINGS:

The meeting of the Committee shall be held at such regular intervals as may berequired.

8. COMMITTEE MEMBERS’ INTERESTS:

a) A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.b) The Committee may invite such executives as it considers appropriate to be present atthe meetings of the Committee.

9. SECRETARY:

The Company Secretary of the Company shall act as Secretary of the Committee.

10. VOTING:

a) Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee. b) In the case of equality of votes theChairman of the meeting will have a casting vote

11. NOMINATION DUTIES:

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction & training programme in placefor new Directors and members of Senior Management and reviewing its effectiveness;

b) Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the provisions provided under the Companies Act2013;

c) Determining the appropriate size diversity and composition of the Board; Setting aformal and transparent procedure for selecting new Directors for appointment to the Board;

d) Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;

e) Evaluating the performance of the Board members and Senior Management in the contextof the Company’s performance from business and compliance perspective;

f) Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

g) Due to reasons for any disqualification mentioned in the Companies Act 2013 readwith rules made there under recommending to the Board with reasons recorded in writingremoval of a Director KMP or Senior Management Personnel.

h) Delegating any of its powers to one or more of its members of the Committee;

i) Recommend any necessary changes in this policy to the Board.

j) Considering any other matters as may be required by the Board.

12. REMUNERATION DUTIES:

The duties of the Committee in relation to remuneration matters include:

a) to consider and determine the remuneration based on the performance and also bearingin mind that the remuneration is reasonable and sufficient to attract retain and motivatemembers of the Board and such other factors as the Committee shall deem appropriate.

b) to approve the remuneration of the Senior Management including key managerialpersonnel of the Company.

c) to delegate any of its powers to one or more of its members of the Committee.

d) to consider any other matters as may be required by the Board;

13. MINUTES OF COMMITTEE MEETING:

The minutes of all the proceedings of all meetings must be signed by the Chairman ofthe Committee at the subsequent meeting. Minutes of the Committee meetings will be tabledat the subsequent Board meetings.

14. EEFECTIVE DATE & AMENDMENTS:

This policy will be effective from 6th May 2014 and may be amended subjectto the approval of Board of Directors.

Annexure-IV

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and ruleNo.9 of the Companies(Appointment and Remuneration Personnel)Rules 2014]

To

The Members

Raj Agro Mills Limited

C-8/149 Sector 8 Near Madhuban Chowk Rohini

New Delhi Delhi-110085

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Raj Agro Mills Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided to us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31St March 2015complied with the statutory provisions listed hereunder and also that the company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter.

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Company for the financial year ended on 31st March 2015according to the provisions of:-

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Oversea Direct Investment andExternal Commercial Borrowings - Not Applicable during the audit period;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 - Not Applicable during the audit period;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 - Not Applicable during the audit period;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 - Not Applicable during the audit period-;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 - Not Applicable during the audit period; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998- Not Applicable during the audit period- Not Applicable during the audit period;

(vi) We have relied on the representation made by the Company & its Officers thatCompany has already shut down its business operations for past more than five years andnot maintaining going concern status thus no Labour Laws and Environmental Laws areapplicable on the Company during the audit period.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified during the audit period hence not applicable on Company) (ii) The ListingAgreements entered into by the Company with Bombay Stock Exchange; During the period underreview the Company has generally complied with the provisions of the Act RulesRegulations Guidelines Standards etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during theaudit period according to information and explanationgiven by company representatives company is not doing any business for the past more thanfive years and company has sold a substantial part of its fixed assets to discharge itsliabilities of its banker in terms of One Time Settlement with bank. At present there isno business operation therefore there is no production sale or purchase of any goodsduring the period under review. In the absence of any business operations the company hasnot appointed internal auditors for the Financial Year 2014-15. No Environmental Law isapplicable to the Company as it has already informed various Pollution Control Authoritiesabout its business conditions As company already shut down of its plant so there is noperson employed by the company during the year under review except two permanent employeesof the company.

Place: Ludhiana For B.K. Gupta & Associates
Date: 28.08.2015 Company Secretaries
(Bhupesh Gupta)
Partner
FCS No.:4590
C P No.:5708

Annexure:-A

To

The Members Raj Agro Mills Limited

C-8/149 Sector 8 Near Madhuban Chowk Rohini

New Delhi Delhi-110085

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on the random test basis to ensure that correct facts are reflectedin secretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examinationwas limited tothe verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For B.K. Gupta & Associates
Company Secretaries
(Bhupesh Gupta)
Partner
FCS No.:4590
C P No.:5708
Place: Ludhiana
Date: 28.08.2015