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Directors Report of Radha Madhav Corporation Ltd.

Mar 31, 2023

The Director''s have pleasure in presenting to you the Nineteenth (19^th) Annual Report of the Company and the Audited Financial Statement for the year ended March 31, 2023.

1. OVERVIEW OF THE COMPANY (CORPORATE INSOLVENCY RESOLUTION PROCESS)

Mr. Harish Vedkumar Anand, Proprietor of Anand Enterprises filed an application against the company for initiation of CIRP. The application got admitted on October 22, 2020. Since then, the company is in control of the Resolution Professional.

Pursuant to the Insolvency Commencement Order and in consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand suspended and the same are vested in and exercised by Resolution Professional.

Provided that the role and responsibilities of the board of directors as specified under regulation 17 shall be fulfilled by the resolution professional.

Subsequently, Vama Construction filed Resolution Plan which was approved by Hon''ble NCLT vide order dated August 1, 2022.

The company is now in control of Vama Construction and its nominees.

National Company Law Tribunal has passed order dated August 1, 2022 that the resolution plan of Vama Constructions and its nominees stands allowed as per section 30(6) of IBC, 2016.

2. FINANCIAL RESULT

The Company''s performance during the year ended March 31, 2023 as compare to the previous year, is summarized below:

(Rs. In Million)
	2022-23	2021-2022
Income from operations
(a) Revenue from operations	1.76	3.42
(b) Other Income	0.20	7.91
Total income	1.96	11.33
Less: Total expenses	250.43	18.06
Profit before exceptional items and tax	(248.47)	(6.73)
Less: Exceptional Items	-	-
Profit before tax	(248.47)	(6.73)
Less: Tax expenses	-	-
Profit /(Loss) after tax	(248.47)	(6.73)
Other Comprehensive income	-	-
Total Comprehensive income for the year	(248.47)	(6.73)

Earnings Per Share (EPS)
(a) Basic	(18.60)	(0.07)
(b) Diluted	(18.60)	(0.07)

3. FINANCIAL SUMMARY

As per financial statement the Company earned a Total Income of Rs. 1.96 millions during the FY 2022-23, as compared to the Total Income of Rs. 11.33 millions during the previous FY 2021-22. The Company''s Net loss for the Financial Year ended March 31, 2023 stood at Rs. (248.47) millions as against a Net loss of Rs. (6.73) millions in the previous year.

4. CHANGE IN NAME

The Board of Directors of the Company at their meeting held on December 8, 2023 passed a resolution to change the name of the Company from "RADHA MADHAV CORPORATION LIMITED" to "TECSUS CONSUMER CORPORATION LIMITED"

which is subject to the approval of members in this AGM.

5. CHANGE IN NATURE OF BUSINESS

During the financial year there is no change in the nature of business.

6. TRANSFER TO RESERVES:

No amount was transferred to the reserves during the financial year ended March 31, 2023.

7. CHANGE IN THE SHARE CAPITAL:

During the year under review, as per resolution plan approved by Hon''ble NCLT vide its order dated August 1, 2022 there is change in the share capital of the company.

As per Para no 4.6.2 of resolution plan and para no. 24 of the Hon''ble NCLT order dated August 1, 2022 is reproduced herein below;

ââ.......the entire public paid up share capital of Radha Madhav Corporation

Limited shall be reduced in the ratio of 100:1 and the promoters/promoter''s group shareholding shall be extinguished. No amount shall be paid to any of the existing shareholders.

The existing and revised paid up capital post reduction of the company is as follows:

Paid up share Capital	Existing no. of shares	Revised no. of shares	Face value per Share
Equity	9,12,95,775	6,85,134	10/-
Total	9,12,95,775	6,85,134	10/-

As per para 4.3.3 of the resolution plan and as per para 25 of the Hon''ble NCLT order dated August 1, 2022 is reproduced herein below:

"The Resolution Applicant will induct an amount of Rs. 36,71,00,000/- to implement the Resolution Plan by way of equity, quasi equity/debt by the Resolution Applicant in tranches as may be warranted from time to time."

Hence the company has allotted the following new equity Shares to the new promoters:

No of shares allotted	Face value per share
15,00,000	10/-
40,000	10/-

Shareholding pattern post allotment and cancellation of old shares are as follows (without partly paid shares):

Particulars	No of share allotted	Percentage of shareholding
Promoters	15,40,000	69.21%
Public	6,85,134	30.79%
Total	22,25,134	100%

Company has further allotted 1,11,70,000 partly paid up shares to one of the promoter. Shareholding pattern post allotment and cancellation of old shares are as follows (with partly paid shares):

Particulars	No of share allotted	Percentage of shareholding
Promoters	15,40,000	11.50%
Promoter (partly paid)	1,11,70,000	83.39%
Public	6,85,134	5.11%
Total	1,33,95,134	100%

8. DIVIDEND:

No Dividend was declared for the current financial year due to loss for the F.Y. 2022-23.

9. PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014.

10. BUY-BACK / BONUS SHARES

The Company has neither bought back its shares nor has issued any Bonus shares during the year under review.

11. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

The Company has not issued any debenture, bonds or non-convertible securities.

12. STATUTORY AUDITOR

M/s. Ajay Shobha & Co. (Firm Registration No. 317031E) were appointed as Statutory Auditor of the Company to hold office for a period of three years commencing from FY

2020-2021 till FY 2022-2023.

The Board of Directors of the Company ("the Board"), at its meeting held on 8^thDecember, 2023 has, considering the experience and expertise and on the recommendation of the Audit Committee, proposed to the Members the reappointment of M/s. Ajay Shobha & Co., Chartered Accountants, as Statutory Auditors of the Company. The said auditors were appointed for 3 years, now eligible for further reappointed as the Statutory Auditors of the Company for the second consecutive term of five years, from the conclusion of this 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting to be held in the year 2028.

The Statutory Auditor have given a confirmation to the effect that they are eligible to continue with their reappointment and have not been disqualified in any manner from continuing as Statutory Auditor. The remuneration payable to the Statutory Auditor shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

13. COST AUDITOR

As the Central Government has not prescribed the maintenance of Cost Records Under Section 148 (1) of the Companies Act 2003, in respect of the Company''s products, so Cost Audit does not apply to the Company.

14. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors at their meeting held May 26, 2023 approved the appointment of Nithish Bangera, COP-16069, ACS-12268, Proprietors of M/s NVB & Associates, Company Secretaries as the Secretarial Auditor of the Company for the Financial Year 2020-21,

2021- 22 & 2022-2023.The Report of the Secretarial Auditor is annexed herewith as Annexure VIII

15. INTERNAL AUDITOR

The Board of Directors of the Company at their meeting held on May 26 , 2023 considered and approved the appointment of M/s. Urvish Dadhaniya & Co., Chartered Accountant (Registration No. 148901W), and Company, Chartered Accountant Firm as an Internal Auditor of the Company, for the Financial Year FY 2020-2021, 2021-2022,

2022- 23 & 2023-24.

16. COMMENTS ON AUDITORS REPORT:

I. Explanation on Statutory Auditors Report:

The Statutory Auditors Report issued by M/s. Ajay Shobha & Co., Chartered Accountants on the financial statement for the current financial year contain following qualifications:

a) The documentation in respect of specific policies and procedures and the IT Controls pertaining to internal financial controls over financial reporting are not adequate and needs to be further strengthened. A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company''s annual or interim financial statements will not be prevented or detected on a timely basis.

Management reply: The Company is in the process of implementing adequate internal control process.

II. Explanation on Secretarial Auditors Report:

The Secretarial Audit Report issued by M/s. NVB & Associates, Practising Company Secretary, the financial year 2022-2023 contains any qualifications which are selfexplanatory. The report is annexed herewith and forms part of this report.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

18. MATERIAL CHANGES AFTER THE CLOSE OF THE FINANCIAL YEAR

Changes subsequent to the financial years has been disclosed in the director report.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143

There are no frauds reported by the Statutory Auditors of the Company under Section 143 (12).

20. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Subsequent to financial year under review, there has been following changes in Directors / KMP of the company:

a) Mr. Mitesh Anilkumar Agarwal (DIN: 00060296) has ceased to be Managing Director of the company w.e.f. September 29, 2022 due to disqualification.

b) Mr. Abhishek Anilkumar Agarwal (DIN: 00071858) has ceased to be Managing Director of the company w.e.f. September 29, 2022 due to disqualification.

c) Ms. Noopur Niteshwar Mishra (DIN: 07154885) has ceased to be Director of the company w.e.f. September 29, 2022 due to disqualification.

d) Mr. Mangesh Gangaram Shetye (CS) has ceased to be Company Secretary of the company w.e.f. September 29, 2022 as the Company was admitted under CIRP.

Following Directors/KMP have been appointed pursuant to Insolvency Commencement Order:

a) Mr. Nilamadhabasisa Das (DIN: 03531645) has appointed as Non-Executive and NonIndependent Director of the company w.e.f. September 29, 2022

b) Mr. Vijay Patel (DIN: 07505750) has appointed as Non-Executive and NonIndependent Director of the company w.e.f. September 29, 2022

c) Mr. Kamakhyaprasad Dala Behera (DIN: 09016020) has appointed as Non-Executive and Non- Independent Director of the company w.e.f. September 29, 2022

d) Mr. Nitin Jain (DIN: 09833381) has appointed as Whole-time Director of the company w.e.f. December 26, 2022

e) Mr. Nitin Jain has appointed as CFO of the company w.e.f. December 26, 2022

f) Ms. Niharika Kanojiya (DIN: 09834562) has appointed as Non-Executive and Independent Director of the company w.e.f. December 26, 2022

g) Imaran Khan (DIN: 09833446) has appointed as Non-Executive and Independent Director of the company w.e.f. December 26, 2022

h) Mr. Rajesh Tharu has appointed as a Company Secretary of the company w.e.f. January 30, 2023.

21. ANNUAL RETURN:

The Annual Return for the financial year ended March 31, 2023 along with Notice of AGM is being uploaded on the website of the Company. The web link for the same is as under: http://rmclindia.co.in/annual_report.html

22. DETAILS OF SUBSIDIARIES:

The Company does not have any subsidiary. However subsequent to the end of financial year, the Board of Directors of the company in its Board Meeting which is held on November 4, 2023 Approved Acquisition of Majority Stake in Phytoatomy Private Ltd. The Company acquired 90% stake in Phytoatomy Private Ltd.

23. DETAILS OF ASSOCIATES:

The Company does not have any Associates Company.

24. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

The particulars as required under the provision of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo etc. are furnished below:

> Conservation of energy:
Steps taken or impact on conservation of energy	Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in batch cycle time and improved operations.
Steps taken by the company for utilizing alternate sources of energy	None
Capital investment on energy conservation equipment	Nil
> Technology absorption:
Efforts made towards technology absorption			New technology absorption efforts are being made on continuous basis.
Benefits derived like product improvement, cost reduction, product development or import substitution			Product output Improvement.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
Â¦ Details of technology imported			NA
Â¦ Year of import			NA
Â¦ Whether the technology is fully absorbed			NA
Â¦ If not fully absorbed, areas where absorption has not taken place, and the reasons thereof			NA
Expenditure incurred on Research and Development			NIL
> Foreign exchange earnings and Outgo:
Particulars		31.03.2023		31.03.2022
Actual Foreign Exchange earning		NIL		NIL
Actual Foreign Exchange Outgo		NIL		NIL

25. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of Companies Act 2013 and Regulation 22 of SEBI (LODR) 2015.

The Resolution Professional oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Company''s Code of Conduct and/or Ethics Policy.

The details of the policy have been disclosed on the Company''s website at http://rmclindia.co.in/downloadn/Vigil%20Mechanism%20Policy.pdf

26. CORPORATE SOCIAL RESPONSIBILITY:

The company incurred losses during the previous financial year and therefore, the company is not required to comply with the provisions contained in sub-section (2) to (6) of the section 135 of the Companies Act, 2013.

The CSR committee has been formed and the policy on Corporate Social Responsibility is part of the website of the Company. The web link for the policy on Corporate Social Responsibility is as under: http://rmclindia.co.in/downloadn/CSR%20Policy.pdf

27. RELATED PARTY TRANSACTION:

Pursuant to the Insolvency Commencement Order, the company was admitted under CIRP on October 22, 2020 and in consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand suspended and the same are vested in and exercised by Resolution Professional.

Subsequently, Vama Construction filed Resolution Plan which was approved by Hon''ble NCLT vide order dated August 1, 2022. The company is now in control of Vama Construction and its nominees.

Related Party Transactions were entered during the year under review.

Pursuant to Section 188 (1) of the Act, particulars of contracts/arrangements entered into by the company with related parties is attached to the director report in Form AOC-2 is attached as annexure I

The policy on Related Party Transactions is part of the website of the Company. The web link for the policy on related party transaction is as under:

http://rmclindia.co.in/downloadn/fair%20policy%20on%20materiality%20of%20related %20party%20transaction.pdf

28. RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence are very minimal.

29. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the Insolvency Commencement Order dated October 22, 2020 and in consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the Company stand suspended and the same are vested in and exercised by Resolution Professional till July 2022.

Subsequently, Vama Construction filed Resolution Plan which was approved by Hon''ble NCLT vide order dated August 1, 2022.

The company is now in control of Vama Construction and its nominees.

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors form part of the website of the Company. The web link of Familiarization program is as under:

http://rmclindia.co.in/downloadn/Familirization%20Programme%20for%20Independent %20Directors.pdf

30. INDEPENDENT DIRECTOR MEETING:

The Independent Directors of the Company meets once in every Financial Year without the presence of Executive Directors and Management of the Company. The role of the Independent Directors is as per the provisions of Companies Act, 2013 as well as the

Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

31. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act.

32. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the board, the Independent Directors fulfill the conditions specified in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company. The Independent Directors have complied with the code prescribed in schedule IV of the Companies Act, 2013.

33. BOARD MEETINGS:

Subsequently, Vama Construction filed Resolution Plan which was approved by Hon''ble NCLT vide order dated August 1, 2022.

The company is now in control of Vama Construction and its nominees.

Date of Board Meetings after order dated August 1, 2022 were September 29, 2022, December 26, 2022 and January 30, 2023.

34. ANNUAL EVALUATION BY THE BOARD:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non Independent Directors was carried out by the

Independent Directors. The Directors expressed their satisfaction with the evaluation process.

35. CORPORATE GOVERNANCE:

As per regulation 15(2A) and (2B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the provisions as specified in regulation 17 to 21 shall not be applicable during the insolvency resolution process period in respect of a listed entity which is undergoing corporate insolvency resolution process under the Insolvency Code.

Subsequently, Vama Construction filed Resolution Plan which was approved by Hon''ble NCLT vide order dated August 1, 2022.

The company is now in control of Vama Construction and its nominees.

The company has complied with the provisions of Regulation 17 to 27 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent possible. A separate section on Corporate Governance forms part of the Directors'' Report as stipulated in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is included in the Annual Report as Annexure II.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

Subsequently, Vama Construction filed Resolution Plan which was approved by Hon''ble NCLT vide order dated August 1, 2022.

The company is now in control of Vama Construction and its nominees.

Management discussion and analysis report is annexed as Annexure VII

37. SECRETARIAL STANDARDS:

The Board hereby states that the Company has complied with all the applicable secretarial standards to the extent possible after July 2022.

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments pursuant to Section 186 of the Companies Act, 2013 are given in the notes to the financial accounts forming part of the Annual Report.

39. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

On October 22, 2020, the Corporate Debtor was admitted for Corporate Insolvency Resolution Process (CIRP).

Hon''ble NCLT Ahmedabad Bench vide order dated August 1, 2022 approved the Resolution plan submitted by the VAMA Construction Co.

40. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, the company was undergoing CIRP and resolution plan was put forth by VAMA Construction Co.

41. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL EXPLAIN THE REASON THEREOF:

The trading of the company has not been suspended.

42. NOMINATION AND REMUNERATION POLICY (NRP):

The Nomination and Remuneration Policy of the Company for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel is hosted on the website of the company at the following web link: http://rmclindia.co.in/investors.html.

An extract of the Company''s policy relating to directors appointment, payment of remuneration and discharge of their duties is annexed herewith as Annexure VI

43. DISCLUSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLUSURE AS PER RULE 5 OF COMPANIES (APPOITMENT & REMUNERATION) RULES, 2014:

44. DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had constituted an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment against women. The Board thereafter re-constituted a sexual harassment committee where the chairperson of the Committee is Ms. Niharika Kanojiya, Mr. Imaran Khan and Mr. Vijay Haribhai Patel are the Members. All employees (permanent, contractual, temporary, trainees) are covered under this policy. a. number of complaints filed during the financial year - NIL b. number of complaints disposed of during the financial year -NIL c. number of complaints pending as on end of the financial year - NIL

45. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

46. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial controls besides timely statutory audit and limited reviews of performance taking place periodically.

47. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the Insolvency Commencement Order and in consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the

Company stand suspended and the same are vested in and exercised by Resolution Professional till July 2022.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 the Resolution Professional to the best of their knowledge and ability confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the annual accounts have been prepared on a going concern basis;

v. That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively;

vi. Those proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

48. REGISTRATION WITH INDEPENDENT DIRECTOR''S DATABANK:

The Independent directors of the company are yet to be registered with Independent director databank.

49. AUDIT COMMITTEE:

Subsequently, Vama Construction filed Resolution Plan which was approved by Hon''ble NCLT vide order dated August 1, 2022. The company is now in control of Vama Construction and its nominees.

Sr. No.	Name	Category	Designation
1.	Niharika Kanojiya	Women Non-executive Independent Director	Chairperson
2.	Imaran Khan	Non-executive Independent Director	Member
3.	Vijay Patel	Non-executive Director	Member

50. NOMINATION AND REMUNERATION COMMITTEE:

Subsequently, Vama Construction filed Resolution Plan which was approved by Hon''ble NCLT vide order dated August 1, 2022. The company is now in control of Vama Construction and its nominees.

Sr.

No.

Name

Category

Designation

Niharika Kanojiya

Women Non-executive Independent Director

Chairperson

2.	Imaran Khan	Non-executive Independent Director	Member
3.	Vijay Patel	Non-executive Director	Member

51. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Subsequently, Vama Construction filed Resolution Plan which was approved by Hon''ble NCLT vide order dated August 1, 2022. The company is now in control of Vama Construction and its nominees.

Sr. No.	Name	Category	Designation
1.	Niharika Kanojiya	Women Non-executive Independent Director	Chairperson
2.	Imaran Khan	Non-executive Independent Director	Member
3.	Vijay Patel	Non-executive Director	Member

52. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:

The Company has issued partly paid shares not carrying voting rights as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and shares with differential rights Debenture) Rules, 2014.

53. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provision of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

54. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employee Stock Option Scheme during the year under review and hence no information is provided as per provision of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

55. DISCLOSURE UNDER SECTION 62(1)(C) OF THE COMPANIES ACT, 2013:

The Company has not issued any security under the provision of Section 62(1)(c) of the Companies Act, 2013.

56. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under the review, there were no instances of non-exercising of voting right in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 is furnished.

57. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Insider trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/employees and maintain the highest ethical standards of dealing in Company securities.

58. INSURANCE:

Insurable assets of the Company are inventories, buildings, plant and machinery, Vehicles etc., Company has insured it''s all vehicles.

59. ECOLOGY AND SAFETY:

Company ensures safe, healthy and eco-friendly environment at its plant and surrounding area. Company continually works towards identification and reduction of risks and prevention of pollution at its plant and its surroundings. Members of the Safety Committees of the Company''s have been regularly reviewing the safety measures and their implementation to ensure adequate safety in material handling and processing, control of pollution caused by liquid effluents, dust and emissions from chimney etc. Samples are periodically drawn and the reports submitted to the Pollution Control Board indicating compliance with the standards.

60. APPRECIATION:

The Directors take this opportunity to express their appreciation for continued cooperation and assistance extended by Investors, Government Authorities, Bankers, Suppliers and Customers. Your Directors look forward to their continued support. Last but not the least; your Directors also sincerely acknowledge the significant contributions made by the devoted workers, staff and executives for their dedicated services to the Company.

Mar 31, 2018

Directors'' Report

The Directors have pleasure in presenting the Fourteenth Annual Report together with the Audited Accounts for the accounting year ended on 31st March, 2018.

1. FINANCIAL STATEMENT & RESULTS:

a. Financial Results:

The Company''s performance during the year ended 31st March, 2018 as compare to the previous year, is summarized below:

(Rs in million)

Particulars	(31.03.2018)	(31.03.2017)
Net Revenue from operation and other Income	2179.74	1379.52
Profit (Loss) before Finance cost & Depreciation	116.95	(18.44)
Less: Finance cost	00.00	00.00
Less: Depreciation & amortization	13.90	15.44
Profit After Depreciation & before Exceptional Items &Tax	103.05	(33.88)
Profit /(Loss) after tax	103.05	(33.88)
Other Comprehensive income	00.40	01.35

b. Operation and state of affairs of the company:

i. The Total Income of the company for the financial year under review has been increased from Rs 1379.52 millions in FY 2016-17 to Rs 2179.74 millions in FY 2017-18.

ii. Net revenue from operations has increased by 58.00%, from Rs 1379.52 million to Rs 2179.74 million.

iii. Net Profit for the year increased by 404.16%, from (''33.88) million to Rs 103.05 million.

iv. Earnings per share have increased by 390.20% from (Rs 0.51) to Rs 1.48.

c. Subsidiaries:

The Company does not have any subsidiary.

d. Associates:

The Company has no associates Company.

e. Dividend:

No Dividend was declared for the current financial year due to conservation of Profits by the Company.

f. Transfer to Reserves:

No amount was transferred to the reserves during the financial year ended 31st March, 2018.

g. Fixed Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014.

2. DISCLOSURE UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:

3. STATEMENT ON DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

The Board has received declaration from the Independent Directors under section 149(6) of the Companies Act, 2013 that they are not otherwise disqualified to be Independent Directors. The Board further states that all the Independent Directors are person of integrity and possesses relevant expertise and experience to discharge their duties and roles as Independent Directors of the Company.

4. STATEMENT UNDER SECTION 178:

Your Company had Constitute Nomination and Remuneration Committee as well as Stakeholders Relation Committee as contemplated under section 1178(1) of the Companies Act, 2013. The Nomination and Remuneration Committee consider that the Qualifications, Experience and positive attributes of the Directors on the Board of the Company are sufficient enough to discharge their duties as such.

During the financial year 2017-18, the Company has not paid sitting fees to the Independent Directors only for attending Board and Audit Committee meetings.

5. BOARD''S EXPLANATION ON AUDITORS REPORT:

I. Explanation on Statutory Auditors Report

Management comment on observations made by Statutory Auditors on their report for the year ended 31st March, 2018.

Emphasis Matters: The Credit Control & Recovery Department has worked very hard and has shown great result. The Company is recovering the partial amount and they are confident to recover balance amount in reasonable time with ongoing expansion of business.

Inventories: Since Company has more than 10000 Franchisees & Depots, it is not practical to verify the stocks physically by company, company relies on its portal and depot staff/Franchise staff for physical verification of inventory, discrepancy if any has been accounted for in the books.

Repayment of Dues: Company has settled and paid all the dues of Bank of Baroda till 30.05.2018 as per OTS sanctioned by the bank.

II. Explanation on Secretarial Auditors Report:

Provision of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practising Company Secretary. Mr. Vipul Bheda, Company Secretaries had been appointed to conduct Secretarial Audit Report for the financial year 2017-18.

Secretarial Audit Report issued by Mr. Vipul Bheda, Company Secretaries in Form MR-3 (as per Annexure-I) for the financial year 2017-18 forms part to this report.

There are no qualified opinion but reservations or adverse remarks.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All the related party transactions are entered on arm''s length basis and were in the ordinary course of business. All the Related Party Transactions were placed before the Audit Committee and the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the interest of the company at large.

The particulars of Contracts or arrangements with related parties referred to in Section 188(1), read with Rule 15 of The Companies (Meetings of Board and Its Powers) Rules 2014 is appended to this report in prescribed Form AOC-2 as per Annexure-II.

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

9. DISCLOSURE OF ORDER PASSED BY REGULATORS OR COURT OR TRIBUNALS:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations. However, members'' attention is drawn to the note on Going Concern, Statement on Contingent Liabilities and Commitments in the notes forming part of the Financial Statements.

10. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information is provided as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and shares with differential rights Debenture) Rules, 2014.

11. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweet equity shares during the year under review and hence no information as per provision of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

12. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

13. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

14. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and Article of Association of the Company Mr. Mitesh A. Agarwal (DIN: 00060296) Director of the Company will retire by rotation at the forthcoming Annual General Meeting who being eligible, offer himself for re-appointment. The Board recommends to the members the re-appointment of Mr. Mitesh A. Agarwal as a Director liable to retirement by rotation.

During the year, following changes are occurred in the Composition of the Board of Directors of the Company:

Name	DIN/PAN	Designation at The Beginning / During The Financial Year	Date of Appointment/ Change In Designation Cessation	Nature Of Change (Appointment / Change In Designation/ Cessation)
Radheykrishna Rampyare Mishra	02553220	Non-Executive & Independent Director	29/09/2017	Cessation
Rajiv Prasankumar Nanavaty	02554841	Non-Executive & Independent Director	29/09/2017	Cessation
Subhash Agrawal	05155180	Non-Executive & Independent Director	29/09/2017	Cessation
Dayanand Kanjibhai Manju	07930692	Non-Executive & Independent Director	29/09/2017	Appointment
Jatin Gajubhai Patel	07930755	Non-Executive & Independent Director	29/09/2017	Appointment

BOARD MEETINGS:

During the financial year 2017-18, the Board of Directors of the Company, met [14] (Fourteen Times) times viz on 05/05/2017, 29/05/2017, 14/07/2017, 05/09/2017, 13/09/2017, 11/10/2017, 13/11/2017, 10/01/2018, 24/01/2018, 01/02/2018, 14/02/2018, 06/03/2018, 12/03/2013 and 29/03/2018. The details of which are also given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external agencies, the reviews performed by Management and the relevant Board Committees, the Board, with the concurrence of the Audit Committee, is of the opinion that the Company''s internal financial controls were adequate and effective as on 31st March, 2018.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis;

e) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively;

f) That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

NOMINATION AND REMUNERATION COMMITTEE:

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company approved a policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are -Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing / Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

The Nomination and Remuneration Committee consists of Mr. Sheokumar M. Tripathi as a Chairman, Mr. Mitesh K. Patel and Mr. Jatin G. Patel as a Members of the Committee.

AUDIT COMMITTEE:

Audit Committee of the Board has been constituted as per Section 177 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 18 of the Listing Regulations.

Presently, the Audit Committee consists of three Independent directors having Mr. Sheokumar M. Tripathi as a Chairman, Mr. Mitesh K. Patel and Mr. Jatin G. Patel as a Members of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constitute Stakeholders Relationship Committee under the provisions of Section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee comprise of three Independent directors having Mr. Sheokumar M. Tripathi as a Chairman, Mr. Mitesh K. Patel and Mr. Jatin G. Patel as a Members of the Committee.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of the Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings and its Powers) Rules, 2014 framed "Vigil Mechanism" for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on arising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the CFO or to the Chairman of the Audit Committee. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the CFO or to the Chairman of the Audit Committee.

The Company is committed to adhered to the highest standards of ethical, moral and legal conducts of business operations.

RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence are very minimal.

CORPORATE SOCIAL RESPONSIBILITY (CSR) PLOICY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013. On the recommendation of the CSR committee, the Board has approved the CSR policy of the Company which is published on the Company''s website.

The Corporate Social Committee comprise of three Independent directors having Mr. Sheokumar M. Tripathi as a Chairman, Mr. Mitesh K. Patel and Mr. Jatin G. Patel as a Members of the Committee.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Provision of the Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independence Director shall be done by the entire Board of Directors, excluding the directors being evaluated.

The Board at its meeting held on 29th March, 2018 has carried out an annual evaluation of its own performance, Committee and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under SEBI (LODR) Regulations, 2015.

The performance of the Board and Committee was evaluated by the Board with the help of inputs received from all the Directors and the Committee members on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like ability to contribute and monitor our corporate governance practice, meaningful and constructive contribution in the issues discussed in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views others non-executive directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committee and individual directors was also discussed. Performance evaluation of Independent directors was done by the entire board, excluding the independent directors being evaluated.

The Board was overall of the opinion that the Independent Directors have contributed through the process of Board and Committee meetings of which they members in effective manners as per their expertise in their field and needs of the organization. The suggestions and contributions of the independent directors in the working of the Board/committee were satisfactory and the value addition made by such independent directors individually and as a team is commendable.

DISCLUSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLUSURE

AS PER RULE 5 OF COMPANIES (APPOITMENT & REMUNERATION) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary, at the registered office and the same will be furnished on request.

PAYMENT OF REMUNERATION / COMMISSION / TO DIRECTORS FROM HOLDING SUBSIDIARY COMPOANIES:

The Company does not any holding / subsidiary company nor any remuneration / commission paid to the Directors.

15. APPOITMENT OF AUDITORS:

STATUTORY AUDITORS

M/s. Kartik Joshi & Associates, Chartered Accountants (Firm Registration No. 132326W) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the Thirteenth Annual General Meeting till the conclusion of the Eighteenth Annual General Meeting of the Company, i.e. for a period of five years.

COST AUDITORS

16. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. Extract of Annual Return:

Pursuant tom the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2018 made under the provisions of Section 92(3) of the Act is attached as per Annexure-III which form a part of this report.

b. Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo:

- Conservation of energy:

Steps taken or impact on conservation of energy	Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in batch cycle time and improved operations.
Steps taken by the company for utilizing alternate sources of energy	None
Capital investment on energy conservation equipments	Nil

- Technology absorption:

Efforts made towards technology absorption	New technology absorption efforts are being made on continuous basis.
Benefits derived like product improvement, cost reduction, product development or import substitution	Product output Improvement.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
- Details of technology imported	NA
- Year of import	NA
- Whether the technology is fully absorbed	NA
- If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA
Expenditure incurred on Research and Development	NIL

- Foreign exchange earnings and Outgo:

Particulars	(31.03.2018)	(31.03.2017)
Actual Foreign	NIL	NIL
Exchange earning
Actual Foreign	0.11	NIL
Exchange Outgo

c. Corporate Governance:

Report on Corporate Governance and Certificate of Auditors of your Company regarding compliance of the conditions of Corporate Governance as Stipulated in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (LODR) Regulations, 2015, are enclosed as a separate section and a part of this report in Annexure-IV.

d. Prevention of Sexual Harassment:

During the financial year ended 31st March, 2018 your Company has not received any complaint related to sexual harassment.

17. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of the Listing Regulations read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which forms part of this Annual Report. The report on Management''s Discussion and Analysis is as per Annexure-V.

18. APPRECIATION:

The Directors take this opportunity to express their appreciation for continued co-operation and assistance extended by Investors, Government Authorities, Bankers, Suppliers and Customers. Your Directors look forward to their continued support. Last but not the least; your Directors also sincerely acknowledge the significant contributions made by the devoted workers, staff and executives for their dedicated services to the Company.

For and on behalf of the Board of Directors

Mr. Mitesh Agarwal

Date : 01.09.2018 Managing Director & CEO

Place: Daman DIN: 00060296

Mar 31, 2016

The Members,

Radha Madhav Corporation Limited,

Dear Sir/Madam

The Directors have pleasure in presenting the Twelfth Annual Report together with the Audited Accounts for the accounting year ended on 31^st March, 2016.

FINANCIAL RESULTS

	(31.03.2016) Rs. In million	(31.03.2015) Rs. In million
Net Revenue from operation and other Income	2357.44	1126.78
Profit (Loss) before Finance cost & Depreciation	131.41	61.62
Less: Finance cost	0.00	0.12
Less: Depreciation & amortization	16.51	18.27
Profit After Depreciation & before Exceptional Items &Tax Less: Exceptional Items -Expenses/ (Income) Less: Provision of Tax of earlier year and wealth Tax Profit /(Loss) after tax	114.90 (16.03) 0.83 130.10	43.23 (1077.79) (62.50) 1183.52

OPERATION:-

Net revenue from operations have risen to 2357.44 million versus 1126.78 million in the previous year. This growth is approximately 210% and predominately due to growth of RMCL Universe format. However Management sees a downward growth in the coming year due to working capital constraints.

Operating Profits have risen from 61.62 million to 131.41 million in the same year due to increased business.

STATE OF AFFAIRS OF THE COMPANY

The Total Income of the company for the financial year under review has been increased from Rs.1126.78 millions in FY 2014-15 to Rs.2357.44 millions in FY 2015-16.

The Profit / (Loss) after Tax for the financial year under review was Rs.1183.52 millions. DIVIDEND

No Dividend was declared for the current financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid, the provisions of Section 125 of the Companies Act, 2013 do not apply to the Company.

PARTICULARS OF CHANGE IN BUSINESS

There is no change in the Business operations of the Company.

FINANCE

During the Company has not availed credit facilities from any banks and finance institutions the performance of the last three years has led to significance liquidity pressure in the long term sources.

INSURANCE

All the properties of your Company including Factory, Building, Plant & Machinery, stock etc., are adequately insured.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2015-16, the Board of Directors of the Company, met [09] (Nine Times) times. The details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES DIRECTORS.

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company approved a policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing / Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report [Annexure-A]

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the financial year ended 31st March, 2016, Neither the Company has not availed any Loan nor has given any Loan, Guarantees and Investment in accordance with section 186 of the Companies Act, 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There have been no materially significant related party transactions between the Company and the Directors, the management, or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s vision is to be a global benchmark in value creation and corporate citizenship and the Company''s long-term Corporate Social Responsibility (CSR) objective, is to improve the quality of life of the communities through long-term value creation for all stakeholders. The Company has been a pioneer in various CSR initiatives. We continue to remain focused on improving the quality of life and engaging communities through health, education, sports and infrastructure development.

PARTICULARS OF EMPLOYEES

COST RECORDS:

The Central Government has not prescribed the maintenance of Cost Records Under Section 148 (1) of the Companies Act 2003, in respect of the Company''s products.

DIRECTORS

In accordance with the requirements of the provision of the Companies Act 2013, Mitesh Agarwal and Mr. Abhishek Agarwal will retire by rotation and, being eligible, have -offered themselves for re-appointment.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY DIRECTOR FROM A COMPANY

None of the Directors of the Company are receiving any Commission from the Company; hence the requirement of disclosure is not applicable.

AUDITORS AND AUDITORSâ REPORT:

STATUTORY AUDITORS

Statutory Auditors, M/s. H. P. Shah Associates (Firm Registration No 109588W), Chartered Accountants, Vapi, hold office till the conclusion of ensuing Annual General Meeting and being eligible; offer, themselves for re-appointment to hold the office till the conclusion of next Annual General Meeting are recommended for re-appointment. The certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013.

The Auditors have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI."

As to Auditors'' Qualifications is self-explanatory in their report.

MANAGEMENT COMMENTS AS TO THE AUDITORS'' QUALIFICATIONS ARE AS FOLLOWS;

- MANAGEMENTS COMMENTS FOR THE OPINION POINT NO. (a) (Outstanding balance) FORMING PART OF AUDITORS'' REPORT;

Company has started dedicated credit control & recovery department headed by a qualified legal expert and has also started serving notices to the defaulting parties. The Company is in process of recovering and has been partially successful. It is confident to recover substantial amount in reasonable time.

- MANAGEMENTS COMMENTS FOR THE OPINION POINT NO. (b) (Interest payable) FORMING PART OF AUDITORS'' REPORT;

The company has not provided interest and also reversed provided interest on credit facilities granted by State Bank of India/AARC and Bank of Baroda due to ongoing Settlement process and due to the fact that interest on Substandard Assets are not charged by the Lenders.

- MANAGEMENTS COMMENTS FOR THE EMPHASIS MATTERS POINT NO. (a) (going on concern) FORMING PART OF AUDITORS'' REPORT

As per the view of management there is no uncertainties about continues operation of the Company in foreseeable future on account of following measures taken by the Company.

1. The Company has begun Online E-Commerce business, which is already profitable.

2. The Company has also made profit during the year ended 31.03.2016.

3. The Management has induced long-term capital in the company on various occasions and shall thrive to do so in future.

4. The Management is also planning gradually to modify its business plan by appointing franchise there by reducing working capital intensive dependence.

5. The Company would be able to continue its operation in the foreseeable future through various restructuring and deleveraging measures.

6. Company is in retail business which is inherently slow start business. Efforts needed to breakeven generally takes initial few years. Company is satisfied on its own performance and shall thrive to do better in future.

- MANAGEMENTS COMMENTS FOR THE EMPHASIS MATTERS POINT NO. (b & d) (physical verification of inventory) FORMING PART OF AUDITORS'' REPORT;

Since company has more than 75 Depots and more than 4500 Franchised shops, it is not practical to verify the stocks physically. Company relies on its portal and Depot staff/Franchise Staff for physical verification of inventory, discrepancy if any has been accounted for in the books.

- MANAGEMENTS COMMENTS FOR THE EMPHASIS MATTERS POINT NO. (c) (internal financial control) FORMING PART OF AUDITORS'' REPORT;

Company is in process of setting up qualified staff to adhere to internal financial control and strengthen the same.

- MANAGEMENTS COMMENTS FOR THE SUB SECTION (a) OF POINT NO.7 STATUTORY DUES & POINT NO. 9. REPAYMENT OF DUES OF FINANCIAL INSTITUTIONS FORMING PART OF ANNEXURES OF THE AUDITORS'' REPORT;

The Company was suffering heavy losses during past few years and it net worth was also negative so the Company could not pay up.

- MANAGEMENTS COMMENTS FOR THE SUB SECTION (b) OF POINT NO.7 STATUTORY DUES FORMING PART OF ANNEXURES OF THE AUDITORS'' REPORT;

The Company has represented its case to appropriate authorities. It is of the opinion that no such dues shall materialize and hence it has not paid/provided the same.

Company has booked a gain of INR 980.45 on settlement of Secured loans on the basis of negotiations of the debt at INR 450 Million. Companies in advance process of drafting the restructuring proposal with Alchemist Asset Reconstruction Company Ltd.

SECRETARIAL AUDITORS

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board of Directors appointed M/s. Vipul Bhede Practicing Company Secretary as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2015-16 and their report is annexed to this Board report [Annexure-B]. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

AUDIT COMMITTEE:

The Board of Directors constituted an Audit Committee as per the existing clause 49 of the Listing Agreements entered into with Stock Exchanges and in terms of Section 177 of the Companies Act, 2013. The details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the CFO or to the Chairman of the Audit Committee.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence are very minimal.

INTERNAL FINANCIAL CONTROLS

DIRECTORS RESPONSIBILITY STATEMENT:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) That the annual accounts have been prepared on a going concern basis;

e) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively;

f ) That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

DEPOSITS:

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

CORPORATE GOVERNANCE:

Corporate Governance is a set of principles, processes and systems which govern a company. The elements of Corporate Governance are independence, transparent, accountability, responsibility, compliance ethics, values and trust. Corporate Governance enables an organization to perform efficiently and ethically generate long term wealth and create value for all its stakeholders. The Company believes that sound Corporate Governance is critical for enhancing and retaining investor trust and your Company always seeks to ensure that its performance goals are met with integrity. The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to fulfill its overall responsibilities and to provide management with the strategic direction needed to create long term shareholders value. The Company has always worked towards building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate.

A Separate section on Corporate Governance, Management discussion and Analysis and a Certificate from Company''s Auditors regarding compliance of the conditions of the corporate governance as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges forms part of this Annual Report.

Certificate of CEO inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with Stock Exchanges, is also attached as a part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

CONSERVATION OF ENERGY:

	31.03.2016	31.3.2015
(1) Electricity
Purchased units (no.)	1027221	1447882
Total Amount (Rs in million)	10.86	12.60
Rate per Unit (Rs.)	10.58	8.70
(2) Own Generator
Fuel (Diesel) (Ltr)	Nil	Nil
Total Amount (Rs in million)	Nil	Nil
Rate Per Litter (Rs.)	Nil	Nil
Furnace Oil	Nil	Nil
Total Amount (Rs in million)	Nil	Nil
Rate Per Litter (Rs.)	Nil	Nil

TECHNOLOGY ABSORPTION:

The technology required for the industry is available indigenously. FOREIGN EXCHANGE EARNING & OUTGO (ON ACCRUAL BASIS):

	31.03.2016	31.3.2015
Earning	Nil	Nil
Outgo	Nil	Nil

APPRECIATION

For and on Behalf of the Board

sd/-

Mitesh Agarwal

MD &CEO

Place: Daman

Dated: 05.09.2016

Mar 31, 2015

To,

The Members,

Radha Madhav Corporation Limited,

Dear Sir/Madam

The Directors have pleasure in presenting the Eleventh Annual Report together with the Audited Accounts for the accounting year ended on 31st March, 2015.

FINANCIAL RESULTS

31.03.2015 31.03.2014 Rs. In million Rs. In million

Net Revenue from operation and other Operational Income 1126.78 172.39

Profit (Loss) before Finance cost & Depreciation 61.62 (503.22)

Less: Finance cost 0.12 0.51

Less: Depreciation & amortization 18.27 146.02

Profit After Depreciation & before Exceptional Items & Tax 43.23 (649.75)

Less: Exceptional Items -Expenses/(Income) (1077.79) 143.79

Less: Provision of Tax of earlier year and wealth Tax (62.50) 0.02

Profit /(Loss) after tax 1183.52 (793.56)

OPERATION

Since previous four years before the current year, the Company had been incurring continuous losses and the company has accumulated losses of Rs. 3020.64 millions as on 31stMarch, 2015.

Amongst various reasons, one of the major reasons for such losses had been due to preparation of the RETAIL Venture of the Company

Company operates in two retail and Online Formats namely RMCL Retail and RMCL Universe. Whereas RMCL Retail is a Industrial Retail Format, RMCL Universe is a Consumer Fast Moving Goods Format.

As compared in the year, the Company has started improved performance, which is due to cost engineering techniques adopted by the management. The causes for previous losses are manifold like high cost of finance, overall increase in cost of production (including losses arising out of deficiency of working capital), while there is no corresponding rise in turnover in same proportionate resulting losses.

The management constantly focused on the marketing, creation of Brands and place necessary platforms in place. Such long term measures added heavy expenditure on marketing and brand building.

Current Year had seen Roll-out of Company's Online Ecommerce business named RMCL Universe. With expenses being done during last few years, the results have started yielding for the company. The same trend will continue and will have positive impact on the long-term prospects of the company.

In this year, Company generated revenues of 1126.78 Million INR in comparison to 172.39 Million INR in the previous year. There has been 6.53

Fold increase in revenue.

Similarly Company generated business profit of 43.23 Million INR in comparison to losses of 649.75 Million in previous year. In its effort to deleverage Debts, Company could negotiate its Debt from one of its lender. Negotiated Debt has an impact of 981.94 Million INR on the company. The same has been reversed in the books and resulted into Total Profit of 1183.52 Million. This profit is in comparison of losses of 793.56 Million INR in the previous year.

FINANCE

During the Company has not availed credit facilities from any banks and finance institutions the performance of the last three years has led to significance liquidity pressure in the long term sources.

INSURANCE

All the properties of your Company including Factory, Building, Plant & Machinery, stock etc., are adequately insured.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2014-15, the Board of Directors of the Company, met [12] (Twelve Times) times. The details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES DIRECTORS.

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing / Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report [Annexure-A]

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the financial year ended 31st March, 2015, Neither the Company has not availed any Loan nor has given any Loan, Guarantees and Investment in accordance with section 186 of the Companies Act, 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There have been no materially significant related party transactions between the Company and the Directors, the management, or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's vision is to be a global benchmark in value creation and corporate citizenship and the Company's long-term Corporate Social Responsibility (CSR) objective, is to improve the quality of life of the communities through long-term value creation for all stakeholders. The Company has been a pioneer in various CSR initiatives. We continue to remain focused on improving the quality of life and engaging communities through health, education, sports and infrastructure development.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary, at the registered office and the same will be furnished on request.

DIRECTORS

In accordance with the requirements of the provision of the Companies Act 2013, Subhash Agarwal and Mr. Radhey Krishna Mishra will retire by rotation and, being eligible, have offered themselves for re-appointment . The office of Director Mr. Serge Lapointe became vacant as per section 167 of Companies Act 2013.

AUDITORS AND AUDITORS' REPORT: STATUTORY AUDITORS

Statutory Auditors, M/s. H. P. Shah Associates (Firm Registration No 109588W), Chartered Accountants, Vapi, hold office till the conclusion of ensuing Annual General Meeting and being eligible; offer, themselves for re-appointment to hold the office till the conclusion of next Annual General Meeting are recommended for re-appointment. The certificate from the Auditors have been received to the effect that their re- appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013.

The Auditors have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI." As to Auditors' Qualifications is self-explanatory in their report.

MANAGEMENT COMMENTS AS TO THE AUDITORS' QUALIFICATION ARE AS FOLLOWS;

1. MANAGEMENTS COMMENTS FOR THE OPINION POINT NO. (a) (going on concern) FORMING PART OF AUDITORS' REPORT and POINT NO.10 ACCUMULATED LOSSES FORMING PART OF ANNEXURES OF THE AUDITORS' REPORT;

As per the view of management there is no uncertainties about continues operation of the Company in foreseeable future on account of following measures taken by the Company;

1. The Company has begun Online E-Commerce business, which is already profitable.

2. The Company has also made profit during the year ended 31.03.2015.

3. The Management has induced long-term capital in the company on various occasions and shall thrive to do so in future.

4. The Management is also planning gradually to modify its business plan by appointing franchise there by reducing working capital intensive dependence.

5. The Company would be able to continue its operation in the foreseeable future through various restructuring and deleveraging measures.

2. MANAGEMENTS COMMENTS FOR THE OPINION POINT NO. (b) (Outstanding balance) FORMING PART OF AUDITORS' REPORT; Company has started dedicated credit control & recovery department headed by a qualified legal expert and has also started serving notices to the defaulting parties. The Company is in process of recovering and has been partially successful. It is confident to recover substantial amount in reasonable time.

3. MANAGEMENTS COMMENTS FOR THE OPINION POINT NO. (c) (Interest payable) FORMING PART OF AUDITORS' REPORT;

The company has not provided interest and also reversed provided interest on credit facilities granted by State Bank of India/AARC and Bank of Baroda due to ongoing Settlement process and due to the fact that interest on Substandard Assets are not charged by the Lenders.

4. MANAGEMENTS COMMENTS FOR THE OPINION POINT NO. (c) (Secured Creditors) FORMING PART OF AUDITORS' REPORT;

Company has booked a gain of INR 980.45 on settlement of Secured loans on the basis of negotiations of the debt at INR 450 Million. Companies in advance process of drafting the restructuring proposal with Alchemist Asset Reconstruction Company Ltd.

5. MANAGEMENTS COMMENTS FOR THE SUB SECTION (a) OF POINT NO.9 STATUTORY DUES & POINT NO. 11. REPAYMENT OF DUES OF FINANCIAL INSTITUTIONS FORMING PART OF ANNEXURES OF THE AUDITORS' REPORT;

The Company was suffering heavy losses and it net worth was also negative so the Company could not pay up.

6. MANAGEMENTS COMMENTS FOR THE SUB SECTION (b) OF POINT NO.9 STATUTORY DUES FORMING PART OF ANNEXURES OF THE AUDITORS' REPORT;

The Company has represented its case to appropriate authorities. It is of the opinion that no such dues shall materialize and hence it has not paid/provided the same.

SECRETARIAL AUDITORS

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board of Directors appointed M/s. VBNR & COMPANY, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2014-15 and their report is annexed to this Board report [Annexure-B]. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

AUDIT COMMITTEE:

The Board of Directors constituted an Audit Committee as per the existing clause 49 of the Listing Agreements entered into with Stock Exchanges and in terms of Section 177 of the Companies Act, 2013. The details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the CFO or to the Chairman of the Audit Committee.

INTERNAL FINANCIAL CONTROLS

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external agencies, the reviews performed by Management and the relevant Board Committees, the Board, with the concurrence of the Audit Committee, is of the opinion that the Company's internal financial controls were adequate and effective as on 31 March, 2015. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis;

e) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively;

f) That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively

DEPOSITS:

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

CORPORATE GOVERNANCE:

Corporate Governance is a set of principles, processes and systems which govern a company. The elements of Corporate Governance are independence, transparent, accountability, responsibility, compliance ethics, values and trust. Corporate Governance enables an organization to perform efficiently and ethically generate long term wealth and create value for all its stakeholders. The Company believes that sound Corporate Governance is critical for enhancing and retaining investor trust and your Company always seeks to ensure that its performance goals are met with integrity. The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to fulfill its overall responsibilities and to provide management with the strategic direction needed to create long term shareholders value. The Company has always worked towards building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate.

A Separate section on Corporate Governance, Management discussion and Analysis and a Certificate from Company's Auditors regarding compliance of the conditions of the corporate governance as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges forms part of this Annual Report.

Certificate of CEO inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with Stock Exchanges, is also attached as a part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations. However, members' attention is drawn to the note on Going Concern, Statement on Contingent Liabilities and Commitments in the notes forming part of the Financial Statements.

APPRECIATION

The Directors take this opportunity to express their appreciation for continued co-operation and assistance extended by Investors, Government Authorities, Bankers, Suppliers and Customers. Your Directors look forward to their continued support. Last but not the least; your Directors also sincerely acknowledge the significant contributions made by the devoted workers, staff and executives for their dedicated services to the Company.

By Order and on behalf of the Board

Place: Daman

Date: 02.09.2015 sd/-

(Mr. Mitesh Agarwal)

MD & CEO

Mar 31, 2014

The Members,

Radha Madhav Corporation Limited,

Dear Sir/Madam

The Directors present their Tenth Annual Report together with the Audited Accounts for the accounting year ended on 31st March, 2014.

FINANCIAL RESULTS 31.03.2014 31.03.2013 (12 Months) (9 months) Rs. In million Rs. In million

Net Revenue from operation and other Operational Income 172.39 200.68

Profit (Loss) before Finance cost & Depreciation (503.22) (823.54)

Less: Finance cost 0.51 460.10

Less: Depreciation & amortization 146.02 698.37

Profit After Depreciation & before Exceptional Items &Tax (793.54) (1982.01)

Less: Exceptional Items -Expenses/ (Income) 143.79 --

Less: Provision of Tax of earlier year and wealth Tax 0.02 0.02

Profit /(Loss) after tax (793.56) (1982.03)

OPERATION

Since last few years, the Company has been incurring continuous losses. The Company has, incurred loss of Rs. 793.56 million during the year and brought forward losses of Rs.3410.47 millions which has resulted into negative net worth of Rs.2931.92 millions as at 31st March, 2014. The company also has working capital deficiency. The causes are manifold like, overall increase in cost of production (including losses arising out of deficiency of working capital), while there is no corresponding rise in turnover in same proportionate resulting losses. The management is constantly focused on the marketing of the product thus which has added heavy expenditure on marketing and brand building. The same will have positive impact on the long term prospects of the company.

In the terms of the duly Audited Accounts of the Company for the financial year ended 30th June, 2012 , the Board of Directors have formed its opinion that the Company has become a Sick Industrial Company within the meaning of section 3(1)(o) of the Sick Industrial Companies (Special Provision) Act, 1985 and a reference is to be made u/s 15 of the said Act to the Board for Industrial and Financial Reconstruction.

FINANCE

The Company has credit facilities from State Bank of India and Bank of Baroda, but the same has been classified as non-performing assets by the Banks. The performance of the last few years has led to significance liquidity pressure in the long term sources.

DEPOSITS:

The Company has not accepted Deposits within the meaning of section 58A of the Companies Act 1956.

INSURANCE

All the properties of your Company including Factory, Building, Plant & Machinery, stock etc., are adequately insured.

DIRECTORS

In accordance with the requirements of the Companies Act 2013, Mr. Anil J. Agrawal, (DIN : 00060250) will retire by rotation being eligible, has offered himself for re-appointment and Mr. Kanubhai Patel (DIN: 00094015) has resigned as Director during the year.

In terms of Section 149 of the Companies Act, 2013, Mr. Subhash Agarwal, (DIN: 05155180), Mr. Serge A Lapointe , (DIN: 01865080), Mr. Radhey Krishna Mishra, (DIN : 02553220) and Mr. Rajiv Prasadkumar Nanavati, (DIN: 02554841) are being appointed as the Independent Directors for the period of five (5) years w.e.f. 1st April, 2014, and are not liable to retire by rotation.

Declaration to the effect that the proposed appointees meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange has been received from each of the aforesaid Independent Directors. .

AUDITORS:

The present Auditors of the Company M/s. H. P. Shah Associates (Firm Registration No 109588W), Chartered Accountants, Vapi, will retire at the conclusion of ensuing Annual General Meeting and being eligible; offer, themselves for re-appointment to hold the office till the conclusion of next Annual General Meeting.

The Company has also received a certificate from M/s. H. P. Shah Associates, Chartered Accountants, Vapi, under Section 139(1) and Section 141 of the Companies Act, 2013 confirming their eligibility for re-appointment. M/s. H. P. Shah Associates., Chartered Accountants, Vapi , have also confirmed to the Company that the firm is subjected to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI).

Managements Comments as to the Auditors'' Qualifications are as follows:

1. Managements Comments for the opinion (point no. - a), forming part of Auditors'' Report:

As per the view of management there is no uncertainties about continuous operation of the Company in foreseeable future on account following measures taken by the Company:- 1. The Management has also taken various measures to induce long term capital in the Company through various sources.

2. The management is also planning gradually to modify its business plan by appointing franchisee''s and thereby reducing working capital intensiveness.

3. The Company would be able to continue its operation in the foreseeable future through various restructuring measures.

The Board also noted that the various steps taken by management to turn around the operations of the company.

. Company has reviewed its ongoing business in retail mode and has identified approx.20 potential Franchises, which are being short-listed by marketing team, out of that 4 of them have already commenced business with the company The Company''s business through Franchise would increase in order to achieve least dependence on working capital. The Company has also reviewed its brands and corporate brand of RMCL Retail.

. The Company has obtained various approvals and quality certifications at Rudrapur Facility. It also reviewed ISO 22,000 training program for the manufacturing employees and congratulated the team for receiving certificate.

. The Company has noted growing dissatisfaction amongst the labour for the late payment of salaries and ensured to meet again for a strategy to tackle the same in a short time.

2. Managements Comments for the opinion (point no. - b), forming part of Auditors'' Report:

The Company has started dedicated credit control & recovery department is headed by a qualified legal expert and has also started serving notice. to the parties The Company is hopeful of recovering its entire outstanding within reasonable time. Under the present circumstances, company has made adequate provision for bad & doubtful debts which is appropriate in opinion of the Board The Company has also started obtaining confirmation from all remaining debtors, loan advance and sundry creditors and reconciling the outstanding balance.

3. Managements Comments for the opinion (point no. - c), forming part of Auditors'' Report:

Interest on various loan accounted by the company of Rs. 645.75 million has been reversed, for the period starting from the date of its treatment by the bank as Non performing assets as no longer required as considered by the management.

4. Managements Comments for the opinion (point no. - d), forming part of Auditors'' Report:

The company has not provided interest on credit facilities provided by State Bank of India and Bank of Baroda as they have not charged interest on Credit Facilities, since the Company''s Account have been classified as Substandards by the Banks.

5. Managements Comments, for the sub-point (a) of point no. 9 - Statutory Dues & point no .11 - Repayment of Dues of Financial Institutions, forming part of Annexure of the Auditors'' Report:

The Company was suffering heavy losses and its net-worth was also negative so the company could not pay up.

6. Managements Comments, for the sub-point (b) of point no. 9 - Statutory Dues, forming part of Annexure of the Auditors'' Report:

Company has represented its case to appropriate authorities. It is of the opinion that no such dues shall materialize and hence it has not paid/provided for the same.

7. Managements Comments, for the point no .10 - Accumulated Losses, forming part of Annexure of the Auditors'' Report:

The Company in foreseeable future will be able to recover it''s accumulated losses on account following measures taken by the Company:-

1. The Management has also taken various measures to induce long term capital in the Company through various sources.

2. The management is also planning gradually to modify its business plan by appointing franchisee''s and thereby reducing working capital intensiveness.

3. The Company would be able to continue its operation in the foreseeable future through various restructuring measures.

The Board also noted that the various steps taken by management to turn around the operations of the company.

Company has reviewed its ongoing business in retail mode and has identified Franchises, which are being short-listed by marketing team, out of that many of them have already commenced business with the company. The Company''s business through Franchise would increase in order to achieve least dependence on working capital. The Company has also reviewed its brands and corporate brand of RMCL Retail.

The Company has obtained various approvals and quality certifications at Rudrapur Facility. It also reviewed ISO 22,000 training program for the manufacturing employees and congratulated the team for receiving certificate

The Company has noted growing dissatisfaction amongst the labour for the late payment of salaries and ensured to meet again for a strategy to tackle the same in a short time.

8. Managements Comments, for the point no .17 - Mismatch between short term/ long term funds, forming part of Annexure of the Auditors'' Report:

External circumstances, increase in Capital Expenditure, servicing of Debt, delay in project implementation and delayed commercial production, Cash losses due to increased overheads, setting up acceptable Quality products in the market, Creation of multiple product portfolio for its multiple End- users, delay in getting certifications and approvals, delayed market acceptance, Shrinkage in overall demands, etc were reasons for such mismatches.

AUDIT COMMITTEE:

The Board of Directors constituted an Audit Committee as per the existing clause 49 of the Listing Agreements entered into with Stock Exchanges and in terms of Section 292(A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors confirm:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same.

ii) That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended 31st March, 2014 and of the profit or loss of the company for that period.

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for presenting and detecting fraud and other irregularities.

iv) That they had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A Separate section on Corporate Governance, Management discussion and Analysis and a Certificate from Company''s Auditors regarding compliance of the conditions of the corporate governance as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges forms part of this Annual Report.

Certificate of CEO and CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with Stock Exchanges, is also attached as a part of this Annual Report.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was paid remuneration of Rs. 60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or more and hence the information required under section 217 (2-A) of the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

TECHNOLOGY ABSORPTION:

The technology required for the industry is available indigenously.

APPRECIATION

The Directors take this opportunity to express their appreciation for continued co-operation and assistance extended by Investors, Government Authorities, Bankers, Suppliers and Customers. Your Directors look forward to their continued support. Last but not the least, your Directors also sincerely acknowledge the significant contributions made by the devoted workers, staff and executives for their dedicated services to the Company.

For and on Behalf of the Board

sd/- Anil Agrawal Chairman Place: Daman Dated : 29.5.2014

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Ninth Annual Report together with the Audited Accounts for the accounting year ended on 31st March, 2013 (9 months).

FINANCIAL RESULTS

30.06.2013 30.06.2012 (9 months) (15 months) Rs. In million Rs. In million

Net Revenue from operation and other 200.68 1197.72 Operational Income

Profit (Loss) before Finance cost & 823.54 (137.64) Depreciation

Less: Finance cost 460.10 329.56

Less: Depreciation & amortization 698.37 173.24

Profit After Depreciation & before Tax (1982.01) (640.44)

Provision of Tax of earlier year and 0.02 4.11 wealth Tax

Profit /(Loss) after tax (1982.03) (644.55)

OPERATION

Since last four years, the Company has been incurring continuous losses and the company has accumulated losses of Rs.3410.47 millions as on 30th June 2013. The causes are manifold like high cost of finance, overall increase in cost of production (including losses arising out of defi- ciency of working capital), while there is no corresponding rise in turnover in same proportion- ate resulting losses. The management is constantly focused on the marketing of the product thus which has added heavy expenditure on marketing and brand building. The same will have positive impact on the long term prospects of the company.

In the terms of the duly Audited Accounts of the Company for the financial year ended 30th June, 2012, the Board of Directors had formed its opinion that the Company has become a Sick Industrial Company within the meaning of section 3(1)(o) of the Sick Industrial Companies (Spe- cial Provision) Act, 1985 and a reference has been made u/s 15 of the said Act to the Board for Industrial and Financial Reconstruction.

Management 's Opinion of Auditor's Qualification:

Inadequate provisions for bad & doubtful debts to the extent of Rs. 113.97 millions and confirmation of balance and its reconciliation:-

The Company with its dedicated credit control & recovery department headed by a quali- fied legal expert and has served notices. The Company is hopeful of recovering its entire outstanding within reasonable time. Under the present circumstances, company has made adequate provision for bad & doubtful debts which is appropriate in opinion of the Board. The Company has obtained confirmation from all remaining debtors, loan advance and sundry creditors and reconciling the outstanding balance.

Uncertainties about going concern assumption:-

As per the view of management there is no uncertainties about continuous operation of the Company in foreseeable future on account following measures taken by the Company:-

i) The Management has also taken various measures to induce long term capital in the Company through various sources.

ii) The management has diversified / additions in its business plan by appointing franchisee's and thereby reducing working capital intensiveness.

iii) The Company would be able to continue its operation in the foreseeable future through various restructuring measures being initiated..

The Board also noted that the various steps taken by management to turn around the opera- tions of the company.

* The Company earlier identified approx. 75 potential Franchises, which were short- listed by marketing team, 29 of them have already commenced business with the company. The Company's business through Franchise would increase in order to achieve least dependence on working capital. The Company has also reviewed its brands and corporate brand of RMCL Retail.

* The Company has obtained various approvals and quality certifications at Ru- drapur Facility. It also reviewed ISO 22,000 training program for the manufacturing employees and congratulated the team for receiving certificate.

* The Company has noted growing dissatisfaction amongst the labour for the irregular payment of salaries and ensured to meet again for a strategy to tackle the same in a short time.

FINANCE

The Company has availed credit facilities from State Bank of India and Bank of Baroda. The perfor- mance of the last three years has led to significance liquidity pressure in the long term sources.

DEPOSITS:

The Company has not accepted Deposits within the meaning of section 58A of the Companies Act 1956.

INSURANCE

All the properties of your Company including Factory, Building, Plant & Machinery, stock etc., are adequately insured.

DIRECTORS

In accordance with the requirements of the Companies Act 1956, Mr. Anil J. Agrawal, Mr. Mitesh A. Agrawal and Mr. Abhishek Agrawal will retire by rotation and, being eligible, have offered themselves for re-appointment .

AUDITORS:

The present Auditors of the Company M/s. H. P. Shah Associates, Chartered Accountants, Vapi, will retire at the conclusion of ensuing Annual General Meeting and being eligible; offer, them- selves for re-appointment to hold the office till the conclusion of next Annual General Meeting.

They have confirmed for their eligibility for reappointment under section 224(1B) of the Com- panies Act, 1956.

The Auditors have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI."

As to Auditors' Qualifications is self-explanatory in their report.

AUDIT COMMITTEE:

The Board of Directors constituted an Audit Committee as per the existing clause 49 of the Listing Agreements entered into with Stock Exchanges and in terms of Section 292(A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same.

ii) That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended 31st March, 2013 (9 months) and of the profit or loss of the company for that period.

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for presenting and detecting fraud and other ir- regularities.

iv) That they had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A Separate section on Corporate Governance, Management discussion and Analysis and a Certificate from Company's Auditors regarding compliance of the conditions of the corporate governance as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges forms part of this Annual Report.

Certificate of CEO and CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with Stock Exchanges, is also attached as a part of this Annual Report.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was paid remuneration of Rs. 60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or more and hence the information required under section 217 (2-A) of the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

CONSERVATION OF ENERGY Power and fuel Consumption:

31.3.2013 30.6.2012 (9 months) (15 months)

(1) Electricity

Purchased units 2078170 82,32,866

Total Amount (Rs in million) 14.41 40.00

Rate per Unit (Rs.) 6.94 4.86

(2) Own Generator

Fuel (Diesel) (Ltr) 11468 98,350

Total Amount (Rs in million) 0.56 4.02

Rate Per Litter (Rs.) 48.93 40.86

Furnace Oil 35137 3,29,170

Total Amount (Rs in million) 1.60 12.79

Rate Per Litter (Rs.) 45.68 38.84

Rate Per {Kg.} 0.00 0.00

TECHNOLOGY ABSORPTION:

The technology required for the industry is available indigenously.

FOREIGN EXCHANGE EARNING & OUTGO (ON ACCRUAL BASIS):

31.3.2013 (9 months) 30.6.2012 (15 months)

Earning 0.67 17.03

Outgo 0.00 123.24

Most of the Foreign Exchange Outgo is for Purchase of Capital Goods, Spares parts and Raw Materials for the Company.

APPRECIATION

The Directors take this opportunity to express their appreciation for continued co-operation and assistance extended by Investors, Government Authorities, Bankers, Suppliers and Customers. Your Directors look forward to their continued support. Last but not the least, your Directors also sincerely acknowledge the significant contributions made by the devoted workers, staff and executives for their dedicated services to the Company.

For and on Behalf of the Board

sd/- Place: Daman Anil Agrawal Dated : 24th May, 2013 Chairman

Jun 30, 2012

To , The Members of Radha Madhav Corporation Limited,

The Directors have pleasure in presenting the Eighth Annual Report together with the Audited Accounts for the accounting year ended on 30th June, 2012( 15 months).

FINANCIAL RESULTS

30.6.2012 (15 31.3.2011 (12 months) Rs. In million months) Rs. In million

Net Revenue from operation and other 1197.72 1056.44 Operational Income

Profit (Loss) before Finance & Depreciation (137.64) (178.37)

Less: Finance cost 329.56 221.36

Less: Depreciation & amoritzation 173.24 136.97

Profit Afiter Depreciation & before Tax (640.44) (536.70)

Provision of Tax of earlier year and wealth Tax 4.11 1.10

Profit /(Loss) afiter tax (644.55) (537.80)

For the last three years, the Company has been incurring continuous losses and the company has accumulated losses of Rs.142,84,29,052/- as on 30th June 2012, as effected in the Balance Sheet of the Company. The causes are manifold like high cost of finance, overall increase in cost of production (including losses arising out of deficiency of working capital), while there is no corresponding rise in turnover in same proportionate resulting losses. The management is constantly focused on the marketing of the product thus incurred heavy expenditure on marketing and brand building. The same will have positive impact on the long term prospects of the company.

In the terms of the duly Audited Accounts of the Company for the financial year ended 30th June, 2012 , the Board of Directors have formed its opinion that the Company has become a Sick Industrial Company within the meaning of Section 3(1)(o) of the Sick Industrial Companies (Special Provision) Act, 1985 and a reference is to be made u/s 15 of the said Act to the Board for Industrial and Financial Reconstruction.

Management 's Opinion of Auditor's Qualification:

Inadequate provision for bad & doubtful debts to the extent of Rs. 73.93 millions and confirmation of balance and its reconciliation:-

The Company has started dedicated credit control & recovery departiment headed by a qualified legal expert and has also started serving notice. The Company is hopeful of recovering its en- tre outstanding within reasonable time. Under the present circumstances, company has made adequate provision for bad & doubtful debts which is appropriate in opinion of the Board The Company has also started obtaining confirmation from all remaining debtors, loan advance and sundry creditors and reconciling the outstanding balance.

1. Overvaluation of work in progress by Rs. 135.50 million:-

The manufacturing facility of the company can be divided into 15-20 distinct manufacturing areas. With various permutations and combinatons, the company can produce approximately 75-100 different products.

Various sizes, thicknesses, Applications and customization led to large range of finished products that the company has been dealing with. At one point of time we were producing 400 different products at peak level.

Varied input is required for each of the product that is manufactured. Although, basic ingredients revolve around 75-100 large product category but customizaton and specifications led to requirement of Additional input material. Each of Final product requires at least 10- 12 raw material to produce with very less common versatile input material. Hence company was dealing with as large as 1000 different types of raw material at one time.

Liquidity crunch also led to frequent stoppage of business of various product amongst 75-100 large product category hence Raw Material, Work in Progress and receivable of that product category got stuckup. Company with its limited resources tried to rotate its business in all its category and tried to see that its RM, WIP and Receivable do not get stagnant. However it could not be done with the expected efficiency. The same has resulted into slow moving of inventory.

Company has started the roll-out of its long awaited Franchise model whereby Franchise is ready to pay in advance terms for company's product. This will infuse capital and stagnant businesses will be transferred to Franchise. All the RM, WIP and receivable of these discontinued clients will get mobilized with the new business model.

As mentioned above, the company is been taking various steps towards re-arranging its work in progress lying at various units and is also exploring the best possibilities of effective use of inventory.

The board / management is of the genuine belief that management will be able to liquidate the slow moving inventory, thus no need of provisioning of inventory at this point of time.

2. Uncertainties about going concern assumption:-

As per the view of management there is no uncertainties about continuous operation of the Company in foreseeable future on account following measures taken by the Company:- i) The Management has also taken various measures to induce long term capital in the Company through various sources.

ii) The management is also planning gradually to modify its business plan by appointing franchisee's and thereby reducing working capital intensiveness.

iii) The Company would be able to continue its operation in the foreseeable future through various restructuring measures.

The Board also noted that the various steps taken by management to turn around the operations of the company.

- Company has reviewed its ongoing business in retail mode and has identified approx. 20 potential Franchises, which are being short-listed by marketing team, out of that 4 of them have already commenced business with the company. The Company's business through Franchise would increase in order to achieve least dependence on working capital. The Company has also reviewed its brands and corporate brand of RMCL Retail.

- The Company has obtained various approvals and quality certifications at Rudrapur Facility. It also reviewed ISO 22,000 training program for the manufacturing employees and congratulated the team for receiving certfcate.

- The Company has noted growing dissatisfaction amongst the labour for the late payment of salaries and ensured to meet again for a strategy to tackle the same in a short time.

FINANCE

The Company has availed credit facilities from State Bank of India and Bank of Baroda. The performance of the last two years has led to significance liquidity pressure in the long term sources.

DEPOSITS:

The Company has not accepted Deposits within the meaning of section 58A of the Companies Act 1956.

DIRECTORS

In accordance with the requirements of the Companies Act 1956, Mr. Serge A Lapointe, Mr. Radhey Krishna Mishra and Mr. Rajiv Prasankumar Nanavat will retire by rotation and, being eligible, has offered themselves for re-appointment and Mr. Subhash Agarwal is proposed to be appointed as Directors at the ensuing annual General Meeting. Mr. Binodkumar Paliwal re- signed from Directorship during the year

AUDITORS:

The present Auditors of the Company M/s. H. P. Shah Associates, Chartered Accountants, Vapi, will retire at the conclusion of ensuing Annual General Meeting and being eligible; offer, them- selves for re-appointment to hold the Office till the conclusion of next Annual General Meeting.

They have submitted certificate for their eligibility for reappointment under Section 224(1B) of the Companies Act, 1956.

The Auditors have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (ICAI) and holds a valid certificates issued by the Peer Review Board of the ICAI."

As to Auditors' Qualifications is self-explanatory in their report.

AUDIT COMMITTEE:

The Board of Directors constituted an Audit Committee as per the existing clause 49 of the Listing Agreements entered into with Stock Exchanges and in terms of Section 292(A) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

A Separate Section on Corporate Governance, Management discussion and Analysis and a Certificate from Company's Auditors regarding compliance of the conditions of the corporate governance as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges forms part of this Annual Report.

Certificate of CEO and CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with Stock Exchanges, is also attached as a part of this Annual Report.

INSURANCE

All the properties of your Company including Factory, Building, Plant & Machinery, stock etc., are adequately insured.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was paid remuneration of Rs. 60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or more and hence the information required under Section 217 (2-A) of the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

CONSERVATION OF ENERGY Power and fuel Consumption:

TECHNOLOGY ABSORPTION:

The technology required for the industry is available indigenously.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same.

ii) That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended 30th June, 2012 (15 months) and of the Profit or loss of the company for that period.

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for presenting and detecting fraud and other irregularities.

iv) That they had prepared the annual accounts on a going concern basis.

APPRECIATION

The Directors take this opportunity to express their appreciation for continued co-operation and assistance extended by Investors, Government Authorities, Bankers, Suppliers and Customers. Your Directors look forward to their continued support. Last but not the least, your Directors also sincerely acknowledge the significant contributions made by the devoted workers, staff and executives for their dedicated services to the Company.

For and on Behalf of the Board

sd/- Place: Daman Anil Agarwal Dated : 28th July, 2012 Chairman

Mar 31, 2010

The Directors have pleasure in presenting the Sixth Annual Report together with the Audited Accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS

31.3.2010 31.3.2009 in Lacs in Lacs.

Sales and other Operational Income 16410.54 18129.79

Profit before Depreciation & Tax (3449.24) 936.56

Less: Depreciation 1317.01 855.58

Profit After Depreciation & before Tax (4766.25) 80.98

Provision for Tax (including Deferred, Fringe Benefit 28.28 35.33

Tax and Provision for Wealth Tax )

Profit/(Loss) after tax (4794.53) 45.65

Balance brought forward from Balance sheet 2275.02 2265.29

Provision for Preference Share Dividend (Including Dividend tax) 0 35.92

Balance carried to Balance Sheet (2519.51) 2275.02

OPERATIONS

The decline in financial result as stated above is due to many folds as stated below:

1. The (new) project installed requires, extensive trial runs for stabilization of operations, leading to significant material wastage, resulting higher costs than projected.

2. The new project had a significant proportion catering to the Pharma space, where the company had to cater to new clientele, which could not be achieved as quickly as projected.

3. The project came up at the peak of economic recession during 2nd half of FY 2009. Hence establishing the new products/ sales build up took much more time than expected.

4. Due to liquidity strain and non-availability of working capital facilities from the banks, the company had to resort to credit purchases, leading to higher cost of procurement, thereby affecting operating margins

5. EBITDA margins during FY 09 and FY 1 0 have declined due to higher Raw material consumption %, due to Increase in material wastage to stabilise the operations of the new project.

Inability to ramp up operations, despite higher fixed cost structure built up to market new projects output Reduction in GP margins on account of strained liquidity and working capital position due to pressure from suppliers and customers The Company caters to a very large customer base. This small, the production cost and inventory level are higher Competition: The Company has to face competition from the existing large companies and also from imports.

Outlook and future:

As the products of the company finds a major application in FMCG, Pharmaceuticals and Dairy industry, food forwhich growth prospects are attractive, the Companys prospects are considered satisfactory and is stage of recovery.

FINANCE

The Company has availed additional credit facilities from State Bank of India and Bank of Baroda. The performance of the last two years has led to significant liquidity pressure as shown by the gap in long term sources vis-a-vis applications.

DEPOSITS:

The Company has not accepted Deposits within the meaning of section 58A of the Companies Act 1 956.

DIRECTORS

In accordance with the requirements of the Companies Act 1956, Mr. Anil J. Agrawal, Mr. Mitesh A. Agrawal and Mr. Serge A Lapointe will retire by rotation and, being eligible, has offered himself for re-appointment and Mr. Ashok Agrawal was appointed as an additional Director and has resigned from Directorship during the year.

AUDITORS:

The present Auditors of the Company M/s. H. P. Shah Associates, Chartered Accountants, Vapi, will retire at the

eligible; offer, themselves for re-appointment to hold the office till the conclusion of next Annual General Meeting.

They have submitted certificate for their eligibility for reappointment under section 224(1 B) of the Companies Act, 1 956.

The Auditors have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI."

AUDITORS OBSERVATION:

As to point No. 17 of Annexure to Auditors Report the Company has utilized fund raised on short term basis for investment on long term basis to the extent of Rs. 38.37 Crore, is due to cash losses, which was partially contributed by the promoters.

AUDIT COMMITTEE:

The Board of Directors constituted an Audit Committee as perthe existing clause 49 of the Listing Agreements entered into with Stock Exchanges and in terms of Section 292(A) of the Companies Act, 1 956.

CORPORATE GOVERNANCE:

A Separate section on Corporate Governance, Management discussion and Analysis and a Certificate from Companys Auditors regarding compliance of the conditions of the corporate governance as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges forms part of this Annual Report.

Certificate of CEO and CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with Stock Exchanges, is also attached as a part of this Annual Report.

INSURANCE

All the properties of your Company including Factory, Building, Plant & Machinery, stock etc., are adequately insured.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was paid remuneration of Rs. 24,00,000/- p.a. or more for the year or Rs. 2,00,000/- p.m. or more and hence the information required under section 21 7 (2-A) of the Companies (Particulars of Employees) Rules, 1 975 is not required to be given.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors confirm:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same.

ii) That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give atrue and fairviewof the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period.

iii) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for presenting and detecting fraud and other irregularities.

iv) That they had prepared the annual accounts on a going concern basis.

APPRECIATION

The Directors take this opportunity to express their appreciation for continued co-operation and assistance extended by Investors, Government Authorities, Bankers, Suppliers and Customers. Your Directors look forward to their continued support. Last but not the least, your Directors also sincerely acknowledge the significant contributions made by the devoted workers, staff and executives for their dedicated services to the Company.

For and on Behalf of the Board

sd/-

Place : Daman Mr. Anil Agarwal

Dated : 28 th May 2010 Chairman

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