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Radhey Trade Holding Ltd.

BSE: 539814 Sector: Others
NSE: N.A. ISIN Code: INE204S01012
BSE 00:00 | 18 Oct 19.80 -0.80
(-3.88%)
OPEN

20.90

HIGH

21.30

LOW

19.60

NSE 05:30 | 01 Jan Radhey Trade Holding Ltd
OPEN 20.90
PREVIOUS CLOSE 20.60
VOLUME 38529
52-Week high 21.30
52-Week low 13.50
P/E 23.29
Mkt Cap.(Rs cr) 6
Buy Price 19.60
Buy Qty 100.00
Sell Price 21.30
Sell Qty 10.00
OPEN 20.90
CLOSE 20.60
VOLUME 38529
52-Week high 21.30
52-Week low 13.50
P/E 23.29
Mkt Cap.(Rs cr) 6
Buy Price 19.60
Buy Qty 100.00
Sell Price 21.30
Sell Qty 10.00

Radhey Trade Holding Ltd. (RADHEYTRADE) - Director Report

Company director report

To the Members(s)

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company") along with the audited financial statements for thefinancial year ended March 31 2018.

Financial Results: (Amount in Rs.)
Particulars F.Y. 2017-18 F.Y. 2016-17
Revenue from operations 12259690 -
Other Income 1361439 240000
Total Income 13621129 240000
Operating expenditure before Finance cost depreciation and amortization 13186533.51 338672
Earnings before Finance cost depreciation and amortization (EBITDA) 434595.49 (98672)
Less: Finance costs 295.50 216.00
Depreciation and amortization expense - -
Profit/(Loss) before tax 434299.99 (98888)
Less: Current Tax 83000 -
Deferred Tax (154641.11) -
Profit/(Loss) for the year (PAT) 505941.10 (98888)

YEAR AT A GLANCE

Financial Performance

During the year under review the revenue from operation was Rs.12259690 as againstNil during the previous year 2016-17. The Company has started sale of scrap of brass andmetals and due that earning from business operation has resulted. During the year theCompany has also earned other income from profit of sale of gold which leads to increasein total income of Rs.13621129 as against Rs.240000 in the previous year. This allresulted into Profit in the current year 2017-18 as compared to loss in previous financialyear 2016-17.

The profit before Tax for the current year is Rs. 434299.99 as against the lossbefore tax of Rs.(98888) in the previous year resulted into profit after tax ofRs.505941.10 compared to loss of previous year Rs. (98888).

Dividend

With a view to conserve and save the resources for future prospect of the Company yourDirectors regret to declare dividend for the financial year 2017-18.

Amount transferred to reserve

Your Directors do not propose transfer of any amount to the General Reserves. Fullamount of net profit are carried to reserve& Surplus account of the Company.

Change in Nature of Business

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

SHARE CAPITAL:

Authorized Capital

The present Authorized Capital of the Company is Rs. 32500000 divided into 3250000Equity Shares of Rs.10/- each.

Issued Subscribed & Paid-up Capital

The present Issue Subscribed & Paid-up Capital of the Company is Rs.32400000divided into 3240000 Equity Shares of Rs.10/- each.

During the year under review there was no change took place in the authorized andpaid-up share capital of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

As on the date of this report the Board comprises following Directors;

No. of Committee1
Name of Director Category Cum Designation Date of Appointment at current Term & designation Total Directorship 2 in which Director is Members in which Director is Chairman No. of Shares held as on March 31 2018
Mr. Rahul Sharma Managing Director August 29 2014 6 1 1 22800 Equity Shares
Mr. Piyush Malde Executive Director September 15 2017 1 - - -
Mrs. Puja Sharma Independent Director August 28 2014 1 1 1 -
Mr. Ashokkumar Shah Independent Director March 27 2018 2 2 1 -
Mr. Samir Chaudhary Independent Director April 18 2018 1 1 1 -

1 Committee includes Audit Committee and Shareholders' Grievances Committeeacross all Public Companies.

2 Excluding LLPs Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from requirement of having composition of Board as per Regulation 17of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company andnone of the Director of the Company is holding position as Independent Director in morethan 7 Listed Company. None of the Directors of the Company is disqualified for beingappointed as Director as specified in Section 164 (2) of the Companies Act 2013.

Board Meeting

The Board of the Company regularly meets to discuss various Business opportunities.Additional Board meetings are convened as and when requires to discuss and decide onvarious business policies strategies and other businesses.

During the year under review Board of Directors of the Company met 06 times on May 222017; June 10 2017; August 09 2017; November 10 2017; February 06 2018 and March 272018. The details of attendance of each Director at the Board Meetings are given below;

Name of Director Date of Original Appointment Date of Appointment at current Designation Date of Cessation Number of Board Meetings Eligible to attend Number of Board Meetings attended
Mr. Rahul Sharma October 13 2006 August 29 2014 - 06 06
Mr. Piyush Malde May 22 2017 September 15 2017 - 05 05
Mr. Pankaj Sharma October 15 2003 October 15 2003 March 27 2018 06 05
Mr. Kishan Choudhary October 15 2003 October 15 2003 April 18 2018 06 06
Ms. Puja Sharma August 04 2014 August 28 2014 - 06 06
Mr. Asokkumar Shah March 27 2018 March 27 2018 - 00 00

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.

Independent Directors

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two Non-Promoter Independent Directors in line with the Companies Act 2013. Aseparate meeting of Independent Directors was held on March 27 2018 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company at www.rholdings.org.

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

Information on Directorate

During the financial year 2017-18 Mr. Pankaj Sharma Executive Director of the Companyhas resigned from the Board w.e.f. March 27 2018. Further Company has appointed Mr.Ashokkumar Shah as Additional (Non-Executive Independent) Director of the Company w.e.f.March 27 2018. The Board of Directors has placed their appreciation to Mr. Pankaj Sharmafor his contribution to the Company for service as Executive Director on the Board.

After closure of financial year 2017-18 Mr. Kishan Choudhary Independent Director hasresigned from the Board w.e.f. April 18 2018. The Board of Directors has placed theirappreciation to Mr. Kishan Choudhary for his contribution to the Company for service asIndependent Directors on the Board. The Board of Directors in their meeting held on April18 2018 has appointed Mr. Samir Chaudhari as Additional (Non-Executive Independent)Director of the Company w.e.f. April 182018.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Rahul Sharma Managing Director of the Company retires byrotation at the ensuing annual general meeting. He being eligible has offered himselffor re- appointment as such and seeks re-appointment. The Board of Directors recommendshis appointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofthe person seeking re-appointment and appointment as Director is annexed to the Noticeconvening the thirty seventh annual general meeting.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act 2013 the Company has alreadyappointed Mr. Rahul Sharma as Managing Director of the Company and Mr.Pankaj Sharma asChief Financial Officer.

Further there was no change in the Key Managerial Personnel of the Company during thefinancial year 2017-18. However after closure of financial year 2017-18 the board ofdirectors in their meeting held on April 18 2018 has appointed Ms. Zalak Gajjar asCompany Secretary & Compliance officer of the Company w.e.f. April 18 2018.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013 in the following manners;

• The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

• The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

• The board and the nomination and remuneration committee reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

• In addition the chairman was also evaluated on the key aspects of his role.Separate meeting of independent directors was held to evaluate the performance of non-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2018 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts for the year ended March 31 2018 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

A. Audit Committee:-

Audit Committee meeting is generally held for the purpose of recommending the halfyearly and yearly financial result. Additional meeting is held for the purpose ofreviewing the specific item included in terms of reference of the Committee.

During the year under review Audit Committee met 4 (Four) times viz May 222017;August 09 2017; November 10 2017 and February 06 2018.The composition of theCommittee and the details of meetings attended by its members are given below:

Number of meetings during the financial year
Name Designation 2017-18
Eligible to attend Attended
Mr. Kishan Choudhary Chairman 4 4
Mr. Rahul sharma Member 4 4
Ms. Puja Sharma Member 4 4

After closure of financial year 2017-18 due to resignation of Mr. Kishan Choudharyw.e.f. April 18 2018 and appointment of Mr. Ashokkumar Shah and Mr. Samir Chaudharyw.e.f. March 27 2018 and April 18 2018 respectively the board of directors in theirmeeting held on April 18 2018 has reconstituted the Audit Committee. The currentcomposition of the Committee is given below:

Name Designation
Ms. Puja Sharma Chairman
Mr. Samir Chaudhary Member
Mr. Asokkumar Shah Member

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting. Recommendations of Audit Committee wherever/whenever given have been acceptedby the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.rholdings.org.

B. Stakeholder's Grievance & Relationship Committee:

The Company has constituted Stakeholder's Grievance & Relationship Committee mainlyto focus on the redressal of Shareholders' / Investors' Grievances if any like Transfer/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of AnnualReport; Dividend Warrants; etc. During the year under review Stakeholder's Grievance& Relationship Committee met 4(Four) times viz on May 22 2017;August 09 2017;November 10 2017 and February 06 2018 The composition of the Committee and the detailsof meetings attended by its members are given below:

Number of meetings during the financial year
Name Designation 2017-18
Eligible to attend Attended
Mr. Kishan Choudhary Chairman 4 4
Mr. Pankaj Sharma Member 4 4
Ms. Puja sharma Member 4 4

During the year due to resignation of Mr. Pankaj Sharma and appointment of Mr.Ashokkumar shah w.e.f. March 27 2018 the board of directors of the Company in theirmeeting held on March 27 2018 has reconstituted committee by replacing Mr. AshokkumarShah in place of Mr. Pankaj Sharma.

Further after closure of financial year 2017-18 due to resignation of Mr. KishanChoudhary w.e.f. April 18 2018 and appointment of Mr. Samir Chaudhary w.e.f. April 182018 the board of directors in their meeting held on April 18 2018 has reconstituted theStakeholder's Grievance & Relationship Committee. The current composition of theCommittee is given below:

Name Designation
Mr. Samir Chaudhary Chairman
Ms. Puja Sharma Member
Mr. Asokkumar Shah Member

During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2018.

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with theprovisions of Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee meetings are generally held for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removal. During the year under review Nomination and RemunerationCommittee met 2 (Two) times viz on August 09 2017 and March 27 2018.The composition ofthe Committee and the details of meetings attended by its members are given below:

Number of meetings during the financial year
Name Designation 2017-18
Eligible to attend Attended
Mr. Kishan Choudhary Chairman 2 2
Mr. Rahul sharma Member 2 2
Ms. Puja sharma Member 2 2

During the year due to appointment of Mr. Ashokkumar Shah w.e.f. March 27 2018 theboard of directors in their meeting held on March 27 2018 has reconstituted the committeeby replacing Mr. Ashokkumar Shah in place of Mr. Rahul Sharma.

Further after closure of financial year 2017-18 due to resignation of Mr. KishanChoudhary w.e.f. April 18 2018 and appointment of Mr. Samir Chaudhary w.e.f. April 182018 the board of directors in their meeting held on April 18 2018 has reconstituted theNomination and Remuneration Committee. The current composition of the Committee is givenbelow:

Name Designation
Mr. Samir Chaudhary Chairman
Ms. Puja Sharma Member
Mr. Asokkumar Shah Member

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances etc. to its Managing Director and the Executive Directors.

Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors Key Managerial Personnel and Senior

Management Personnel:

The policy is formulated to identify and ascertain the integrityqualification expertise and experience of the person for appointment as Director KeyManagerial Personnel and Senior Management personnel and recommend to the Board for his /her appointment.

• A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment.

• In case of appointment of Independent Director the Committee shall satisfyitself with regard to the independent nature of the Director vis--vis the Company so asto enable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director KMP and Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis--vis the Company. The Company's philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.rholdings.org.

Remuneration of Directors

The details of remuneration paid during the financial year 2017-18 to Directors of theCompany is provided in Form MGT-9 which is the part of this report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2018.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement for theyear ended on March 31 2018.

EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of the Companies Act 2013 the details forming part ofthe extract of the Annual Return in Form MGT-9 is annexed to this Report as Annexure– A.

TRANSACTIONS WITH RELATED PARTIES

During the year under review there were no contracts or arrangements or transactionswith related parties referred to in sub-section (1) of section 188 of the Companies Act2013 was executed in terms of Section 188 of the Companies Act 2013. Further there wereno related party transactions with the Company's Promoters Directors Management or theirrelatives which could have had a potential conflict with the interests of the Company.

All related party transactions to be entered by the Company will be in the ordinarycourse of business and on arm's length basis and periodically will be placed before theAudit Committee for review.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control system which ensures that all theassets of the Company are safeguarded and protected against any loss from unauthorized useor disposition.

The Internal Auditors of the Company carry out review of the internal control systemsand procedures. The internal audit reports are reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with referenceto the financial statements commensurate with the size and nature of operations of theCompany. During the year such controls were tested and no material discrepancy orweakness in the Company's internal controls over financial reporting was observed.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312018 to the date of this Report.

However during the year the Company has obtained approval of shareholders vide postalballot dated July 26 2017 regarding alteration in Memorandum of Association and Shift ofRegistered Office of the Company from the State of West Bengal to the State of Gujarat. Infurtherance the Company has made application to Regional Director Eastern Region Kolkatafor shifting of Registered office from the State of West Bengal to the State of Gujaratand the same was approved by Regional Director Eastern Region Kolkata vide order NoRD/T/26598/S-13(4)/17/5188 dated July 272018.The said change has also been registered byRegistrar of Companies Gujarat vide its letter dated September 05 2018 and allotted newCorporate Identification Number (CIN) to the Company i.e. L67120GJ1981PLC103918.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure – B.

The statement containing top ten employees in terms of remuneration drawn and theparticulars of employees as required under Section 197(12) of the Act read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in a separate annexure forming part of this report. Further the report and theaccounts are being sent to members excluding this annexure. In terms of Section 136 of theAct the said annexure is open for inspection at the Registered Office of the Company. Anyshareholder interested in obtaining a copy of the same may write to Company Secretary.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is not carrying on any manufacturing activities the details ofconservation of energy technology absorption etc. as required to be given under section134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 arenot applicable to the Company.

Further there was no foreign exchange earnings and outgo during the financial year2017-18 (Previous Year – Nil).

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Doshi Maru & Associates Chartered Accountants (Firm Registration No.0112187W) were appointed as Statutory Auditors of your Company at the thirty sixth AnnualGeneral Meeting held on September 15 2017 for a term till the conclusion of 41thAnnual General Meeting to be held in the calendar year 2022 subject to ratification ofappointment at every subsequent annual general meeting to be held after thirty sixthAnnual General Meeting.

Recently in accordance with the Companies Amendment Act 2017 enforced on May 7 2018by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting and hence resolution forratification of appointment of statutory auditor is not proposed by the Board ofDirectors.

The Report given by the Auditors on the financial statement of the Company is part ofthis Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

INDIAN ACCOUNTING STANDARDS (IND AS) – IFRS CONVERGED STANDARDS

Your Company had adopted Ind AS with effect from April 1 2017 pursuant to Ministry ofCorporate Affairs notification dated February 16 2015 notifying the Companies (IndianAccounting Standard) Rules 2015. Your Company has provided Ind AS Financials for the yearended March 31 2018 along with comparable as on March 31 2017 and Opening Statement ofAssets and Liabilities as on April 1 2016. SECRETARIAL AUDITOR AND THIEIR REPORT

The Company has appointed Mrs. Zarna Solanki Practicing Company Secretaries toconduct the secretarial audit of the Company for the financial year 2017-18 as requiredunder Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial AuditReport for the financial year 2017-18 is annexed to this report as an Annexure – C.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings ofthe Board of Directors' and ‘General Meetings' respectively have been duly compliedby your Company.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review or they are not applicable to theCompany;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(iii)Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iv)There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;

(vi)Information on subsidiary associate and joint venture companies.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment during the year under review.

The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers distributors retailers business partnersand others associated with it as its trading partners. Your Company looks upon them aspartners in its progress and has shared with them the rewards of growth. It will be yourCompany's endeavour to build and nurture strong links with the trade based on mutuality ofbenefits respect for and co-operation with each other consistent with consumerinterests.

Your Directors also take this opportunity to thank all Shareholders Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport.

Registered office: For and on behalf of Board of Directors
Digvijay Plot Street No. 51 Radhey Trade Holding Limited
Opposite Makhicha Nivas CIN: L67120GJ1981PLC103918
Jamnagar -361005.
Rahul Sharma Piyush Malde
Place: Jamnagar Managing Director Director
Date: September 05 2018 DIN 03258779 DIN 07689869