(FORMERLY KNOWN AS REFINE HOLDINGS LIMITED) 25, STRANDROAD 6TH FLOOR ROOM-607, MARSHAL HOUSE KOLKATA-700001 CIN:L67120WB1981PLC033991 website: www.rhodings.org Email Id: [email protected]Ph: 033-6503 5881 Date: 16.09.2017 The Department of Corporate Services, BSELimited, Phiroze [eejeebhoy Towers Dalal Street, Mumbai- 400001 BSEScrip Code: 539814 Dear Sir, Sub: Documents of the 36TH Annual General Meeting of the company Enclosed herewith the following: 1. Pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015 proceedings of 36TH Annual General Meeting of the company. 2. Consolidated Scrutinizer Report of the 36TH Annual General Meeting of the Company. 3. Pursuant to Regulation 34 of SEBI (LODR) Regulations, 2015 copy of annual report for the FY 2016- 17. Kindly take the same on your record. Thanking you, ForRadhey Trade Holding Limited RADHEY TRADE HO~DINP. ern ~~(.V~ \~~. / DIrector t .A'"~~,, .. :'~"ltlol')' Rahul Sharma (Managing Director)
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Notice of the Annual General MeetingNotice of the Annual General MeetingNotice of the Annual General MeetingNotice of the Annual General Meeting
Notice is hereby given that the 36th Annual General Meeting of the members of Radhey Trade Holding
Limited will be held at registered office of the Company at 25, Strand Road, 6th Floor, Room No- 607,
Marshal House, Kolkata- 700001 on Friday, September 15, 2017 at 12.00 P.M. to transact the following
business:
ORDINARY BUSINESSORDINARY BUSINESSORDINARY BUSINESSORDINARY BUSINESS
1. To receive, consider and adopt the audited Balance Sheet of the Company as at March 31, 2017, the
Statement of Profit & Loss and the Cash Flow Statements for the year ended on that date and the
reports of the Board of Directors’ and Auditors’ thereon.
2. To appoint a Director in place of Mr. Pankaj Sharma (DIN: 05215905) who retires by rotation and
being eligible, offers himself for re-appointment.
3. To consider and if thought fit to pass with or without modification, the following resolution as
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139, and all other provisions of the Companies Act,
2013 read with Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation of audit
committee of the Board, the Company hereby approves the appointment of M/s Doshi Maru & Associates,
Chartered Accountants (Firm Registration No.: 0112187W) as Auditors of the Company to hold office from the
conclusion of this Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be held
in the year 2022, subsequent to resignation of M/s R.M. Jain & Associates, Chartered Accountants from the post
of Statutory Auditors, at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc.,
as may be mutually agreed between the Board of Directors of the Company and the Auditors.”
SPECIAL BUSINESSSPECIAL BUSINESSSPECIAL BUSINESSSPECIAL BUSINESS
4. To consider and if thought fit to pass with or without modification, the following resolution as
Ordinary Resolution:
“RESOLVED THAT in accordance with applicable provisions of the Companies Act, 2013 and the Rules
made there under (including any statutory modification(s) or re-enactment thereof), and the Articles of
Association of the Company Mr. Piyushbhai Jentilal Malde (DIN: 07689869) who was appointed as an
Additional Director by the Board of Directors of the Company with effect from 22nd May, 2017 and who as
per the provisions of the Section 161(1) of the Companies Act, 2013 holds office upto the date of this Annual
General Meeting and in respect of whom the Company has received a notice in writing under section 160 of
the Companies Act, 2013 from a member proposing his candidature for the office of Director be and is
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hereby appointed as a Director of the Company, be and is hereby appointed as a Executive Director of the
Company, whose period of office shall be liable to retire by rotation.”
Place: Kolkata By Order of the Board of DirectorsBy Order of the Board of DirectorsBy Order of the Board of DirectorsBy Order of the Board of Directors
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE ‘MEETING’) IS A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE ‘MEETING’) IS A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE ‘MEETING’) IS A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE ‘MEETING’) IS
ENTITLED TO APPOINT PROXY/PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND ENTITLED TO APPOINT PROXY/PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND ENTITLED TO APPOINT PROXY/PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND ENTITLED TO APPOINT PROXY/PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND
THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY INSTRUMENT APPOINTING THE PROXY INSTRUMENT APPOINTING THE PROXY INSTRUMENT APPOINTING THE PROXY
IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED,IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED,IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED,IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED, SIGNED AND DEPOSITED AT SIGNED AND DEPOSITED AT SIGNED AND DEPOSITED AT SIGNED AND DEPOSITED AT
THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTYTHE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTYTHE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTYTHE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY----EIGHT (48) HOURS BEFORE THE EIGHT (48) HOURS BEFORE THE EIGHT (48) HOURS BEFORE THE EIGHT (48) HOURS BEFORE THE
TIME FOR HOLDING THE MEETING.TIME FOR HOLDING THE MEETING.TIME FOR HOLDING THE MEETING.TIME FOR HOLDING THE MEETING.
Proxy/Proxies submitted on behalf of limited companies, societies, etc., must be supported by
appropriate resolutions / authority, as applicable. A person can act as proxy on behalf of Members not
exceeding fifty (50) members and holding in the aggregate not more than ten (10) per cent of the total
share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more
than ten (10) percent of the total share capital of the Company carrying voting rights, then such proxy
shall not act as a proxy for any other person or shareholder.
1. The Member /Proxies should bring the Attendance Slip Sent herewith duly filled for attending the
Meeting....
2. Members holding shares in physical form are requested to inform the following additional
information to the Registrar and Transfer Agents viz., ., ., ., Niche Technologies Pvt. Ltd at D-511, Bagree
Market, 5th Floor, 71 B R B Basu Road, Kolkata-700001
a. Email Id
b. PAN No
c. Unique Identification No.
d. Mother’s Name
e. Occupation
f. In case of a minor (Guardian’s Name and date of birth of the Member)
g. CIN (In case the member is a body corporate)
3
3. All the registers and relevant documents referred to in the accompanying explanatory statement are
open to inspection at the Registered Office of the Company on all working days except holidays
between 11.00AM – 1.00 P.M up to the date of Annual General Meeting.
4. The Register of Directors and Key Managerial Personnel (KMPs) and their shareholding maintained
under Section 170 of Companies Act, 2013 and the Register of Contracts or arrangements in which
Directors are interested maintained under Section 189 of the Companies Act, 2013 will be available
for inspection by the Members at the Annual General Meeting.
5. Members desirous of obtaining any relevant information with regard to the accounts of the Company
at the Meeting are requested to send their requests to the Company at least 7 (seven) days before
the date of the Meeting, so as to enable the Company to keep the information ready.
6. Electronic copy of the notice of the 36th Annual General Meeting (AGM) inter alia including the
process and manner for e-voting along with proxy form and attendance slip will be send to the
members whose email-id is registered with the Company/ Depository Participant for
communication purposes. However, the members who have not registered their email address shall
be furnished with physical copy of the same in the permitted mode.
7. Shareholders are requested to affix their signatures at the space provided on the Attendance Slip
and DP ID for easy identification of attendance at the meeting.
8. Shareholders who hold shares in dematerialized form are requested to bring their client ID and DP
ID for easy identification of attendance at the meeting.
9. Corporate shareholders intending to send their authorized representatives are requested to serve a
duly certified copy of the Boards Resolution authorizing their representatives to attend and vote at
the AGM.
10. Shareholders are requested to notify immediately any change in their address to the Company
Registrar and Transfer Agents viz., ., ., ., Niche Technologies Pvt. Ltd, D-511, Bagree Market, 5th Floor, 71 B
R B Basu Road Kolkata-700001 Contact No.:2234-3576,2235-7270/7271, E-Mail:
11. Pursuant to the provisions of Section 91 of the Companies Act, 2013 the Register of Members and
Share Transfer Books of the Company shall remain closed from September 9, 2017 (Saturday) to
September 15, 2017 (Friday) (both days inclusive).
12. Distribution of Gifts: In conformity with regulatory requirements, the Company will NOT be
distributing any gift, gift coupons or cash in lieu of gifts at the AGM or in connection therewith.
13. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent
Account Number (PAN) by every participant in securities market. Members holding Shares in
electronic form are, therefore, requested to submit the PAN details to their Depository Participants
with whom they are maintaining their demat accounts. Members holding Shares in physical form can
submit their PAN details to the Company’s Registrar and Share Transfer Agents.
4
14. Nomination Facility: Members holding shares in the physical form and desirous of making/changing
Nomination in respect of their shareholdings in the Company, as permitted under Section 72 of the
Companies Act, 2013 and Rules made thereunder, are requested to submit the prescribed Form No.
SH-13 and SH-14, as applicable for this purpose to the Company’s Registrar and Share Transfer
Agents (RTA), who will provide the form on request. In respect of shares held in electronic/demat
form, the Members may please contact their respective depository participant.
15. Voting through Electronic Means Voting through Electronic Means Voting through Electronic Means Voting through Electronic Means
I.I.I.I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies
(Management and Administration) Rules, 2014 as amended by the Companies (Management and
Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility
to exercise their right to vote on resolutions proposed to be considered at the Annual General
Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services.
The facility of casting the votes by the members using an electronic voting system from a place
other than venue of the AGM (“remote e-voting”) will be provided by Central Depository Services
(India) Limited (CDSL).
II.II.II.II. The facility for voting through ballot paper shall be made available at the AGM and the members
attending the meeting who have not cast their vote by remote e-voting shall be able to exercise
their right at the meeting through ballot paper. The members who have cast their vote by remote e-
voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
III.III.III.III. The process and manner for remote eThe process and manner for remote eThe process and manner for remote eThe process and manner for remote e----voting are as under:voting are as under:voting are as under:voting are as under:
(i) The remote e-voting period commences on 12th September, 2017 (9:00 am) and ends on 14th
September, 2017 (5:00 pm). During this period members of the Company, holding shares either in
physical form or in dematerialized form, as on the cut-off date of 8th September, 2017 may cast their
vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for voting
thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to
change it subsequently.
(ii) The shareholders should log on to the e-voting website www.evotingindia.com during the voting
period
(iii) Click on “Shareholders” tab.
(iv) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
5
c. Members holding shares in Physical Form should enter Folio Number registered with the
Company, excluding the special characters.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on
an earlier voting of any company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical FormFor Members holding shares in Demat Form and Physical FormFor Members holding shares in Demat Form and Physical FormFor Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for
both demat shareholders as well as physical shareholders)
• Members who have not updated their PAN with the Company/Depository Participant
are requested to use the first two letters of their name and the 8 digits of the sequence
number in the PAN Field.
• In case the sequence number is less than 8 digits enter the applicable number of 0’s
before the number after the first two characters of the name in CAPITAL letters. Eg. If
your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the
PAN field.
DOB Enter the Date of Birth as recorded in your demat account with the depository or in the
company records for your folio in dd/mm/yyyy format
Bank
Account
Number
(DBD)
Enter the Bank Account Number as recorded in your demat account with the depository or
in the company records for your folio.
• Please Enter the DOB or Bank Account Number in order to Login.
• If both the details are not recorded with the depository or company then please enter
the member-id / folio number in the Bank Account Number details field as mentioned
in above instruction (iv).
(viii) After entering these details appropriately, click on “SUBMIT” tab.
(ix) Members holding shares in physical form will then directly reach the Company selection screen.
However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein
they are required to mandatorily enter their login password in the new password field. Kindly note
that this password is to be also used by the demat holders for voting for resolutions of any other
company on which they are eligible to vote, provided that company opts for e-voting through CDSL
platform. It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential.
6
(x) For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(xi) Click on the EVSN for the relevant Company Name i.e. Radhey Trade Holding LimitedRadhey Trade Holding LimitedRadhey Trade Holding LimitedRadhey Trade Holding Limited on which you
choose to vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent
to the Resolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will
be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on
“CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the
Voting page.
(xvii) If Demat account holder has forgotten the same password then enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Note for Institutional Shareholders & Custodians :
• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to
log on to https://www.evotingindia.com and register themselves as Corporate.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed
• After receiving the login details they have to create a compliance user which should be created
using the admin login and password. The Compliance user would be able to link the account(s) for
which they wish to vote on.
• The list of accounts should be mailed to [email protected] and on approval of the
accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in
favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer
to verify the same.
(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or
write an email to [email protected] or contact them at 1800 200 5533.
(xx) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based
mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone
users can download the app from the App Store and the Windows Phone Store respectively on or
7
after 30th June 2016. Please follow the instructions as prompted by the mobile app while voting on
your mobile.
16. Institutional Members / Bodies Corporate (i.e. other than individuals, HUF, NRI etc.) are required
to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc.
Together with attested specimen signature of the duly authorized signatory(ies) who are
authorized to vote through e-mail at [email protected] with a copy marked to
[email protected] on or before 14th September, 2017 upto 5:00 pm without which
the vote shall not be treated as valid.
17. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share
capital of the Company as on the cut-off date of 8th September, 2017.
18. The notice of Annual General Meeting will be sent to the members, whose names appear in the
register of members / beneficial owners position list provided by the depositories as at closing
hours of business, on 4th August, 2017. A person who is not a member as on cut off date should
treat this notice for information purpose only.
19. Members can opt for only one mode of voting i.e. either by Physical Ballot or E-voting. However, in
case a Member has voted both through physical as well as E-voting, then voting done through e-
voting shall prevail and voting done by physical ballot will be treated as invalid.
20. The shareholders shall have one vote per equity share held by them as on the cut-off date of 8th
September, 2017. The facility of e-voting would be provided once for every folio / client id,
irrespective of the number of joint holders.
21. Since the Company is required to provide members the facility to cast their vote by electronic
means, shareholders of the Company, holding shares either in physical form or in dematerialized
form, as on the cut-off date of 8th September, 2017 and not casting their vote electronically, may
only cast their vote at the Annual General Meeting.
22. Investors, who became members of the Company subsequent to the dispatch of the Notice / Email
and hold the shares as on the cut-off date i.e. 8th September, 2017 are requested to send the
written / email communication to the Company at [email protected] by mentioning their Folio
No. / DP ID and Client ID to obtain the Login-ID and Password for e-voting.
23. Mr. Praveen Sharma (Practicing Company Secretary) (Membership No.ACS -30365) has been
appointed as the Scrutinizer to scrutinize the remote e-voting process and voting at the AGM in a
fair and transparent manner. The Scrutinizer will submit, not later than 3 days of conclusion of the
AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the
8
director of the Company or a person authorized by him in writing, which shall countersign the
same and declare the result of the voting forthwith.
24. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website
www.rholdings.org and on the website of CDSL. The same will be communicated to the stock
exchange viz. BSE Limited and Calcutta Stock Exchange Limited, where the shares of the company
are listed.
Place: Kolkata By Order of the Board of DirectorsBy Order of the Board of DirectorsBy Order of the Board of DirectorsBy Order of the Board of Directors
EXPLANATORY STATEMENTEXPLANATORY STATEMENTEXPLANATORY STATEMENTEXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE PURSUANT TO SECTION 102 OF THE PURSUANT TO SECTION 102 OF THE PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013COMPANIES ACT, 2013COMPANIES ACT, 2013COMPANIES ACT, 2013 The following explanatory statement pursuant to provisions of section 102 of the Companies Act, 2013
(including any statutory modification(s) thereto or re-enactment(s) thereof for the time being in force),
sets out all material facts relating to the business item of the accompanying Notice.
ITEM NO. 4ITEM NO. 4ITEM NO. 4ITEM NO. 4 ::::
Mr. Piyushbhai Jentilal Malde, was appointed as an additional director by the board of directors of the
Company w-e-f 22nd May, 2017. Pursuant to the provisions of Section 161 (1) of the Companies Act, 2013
Mr. Piyushbhai Jentilal Malde will hold office upto the date of ensuing AGM. Mr. Piyushbhai Jentilal Malde
possesses experience of over 10 years in the field of Capital Market, Financial Sector and Business
Strategy.
The Board considers it advantageous and in the interest of the Company to have Mr. Piyushbhai Jentilal Malde
on Board. The matter is being placed before the Members for their consideration and approval.
None of the Directors, Key Managerial Personnel or their relatives are interested in the above said resolution.
Place: Kolkata By Order of the Board of DirectorsBy Order of the Board of DirectorsBy Order of the Board of DirectorsBy Order of the Board of Directors
PROFILE OF DIRECTORSPROFILE OF DIRECTORSPROFILE OF DIRECTORSPROFILE OF DIRECTORS (See(See(See(Seeking Reking Reking Reking Re----appointment)appointment)appointment)appointment)
Mr. Pankaj Sharma possesses experience of over 12 years in the field of Trading in
merchandise, sarees and other related segments. He is 31 years old. He joined company in
2003.
Date of appointment:Date of appointment:Date of appointment:Date of appointment: 15/10/2003
Directorship in other Directorship in other Directorship in other Directorship in other public public public public companiescompaniescompaniescompanies including foreign companiesincluding foreign companiesincluding foreign companiesincluding foreign companies::::
Nil
Chairman/ Member of the committee(s) of the Board of Directors of the CompanyChairman/ Member of the committee(s) of the Board of Directors of the CompanyChairman/ Member of the committee(s) of the Board of Directors of the CompanyChairman/ Member of the committee(s) of the Board of Directors of the Company
• Stakeholders Relationship Committee- Member
Chairman/ Member of the committee(s) of the Board ofChairman/ Member of the committee(s) of the Board ofChairman/ Member of the committee(s) of the Board ofChairman/ Member of the committee(s) of the Board of Directors of other Companies in which Directors of other Companies in which Directors of other Companies in which Directors of other Companies in which
he/she is a Directorhe/she is a Directorhe/she is a Directorhe/she is a Director::::
Nil
Shareholding in the CompanyShareholding in the CompanyShareholding in the CompanyShareholding in the Company
11,150 (0.34%) Equity Shares
Mr. Piyushbhai Jentilal Malde Mr. Piyushbhai Jentilal Malde Mr. Piyushbhai Jentilal Malde Mr. Piyushbhai Jentilal Malde ---- ((((07689869076898690768986907689869))))
Mr. Piyushbhai Jentilal Malde possesses experience of over 10 years in the field of Capital
Market, Financial Sector and Business Strategy.
Date of appointment:Date of appointment:Date of appointment:Date of appointment: 22/05/2017
Directorship in other companies:Directorship in other companies:Directorship in other companies:Directorship in other companies:
Nil
Chairman/ Member of the committee(s) of the Board of Directors of the CompanyChairman/ Member of the committee(s) of the Board of Directors of the CompanyChairman/ Member of the committee(s) of the Board of Directors of the CompanyChairman/ Member of the committee(s) of the Board of Directors of the Company
NIL
Chairman/ Member of the committee(s) of the BoaChairman/ Member of the committee(s) of the BoaChairman/ Member of the committee(s) of the BoaChairman/ Member of the committee(s) of the Board of Directors of other Companierd of Directors of other Companierd of Directors of other Companierd of Directors of other Companies in which s in which s in which s in which
he/she is a Directorhe/she is a Directorhe/she is a Directorhe/she is a Director
Nil
Shareholding in the CompanyShareholding in the CompanyShareholding in the CompanyShareholding in the Company
Name of Proxy (in BLOCK LETTERS)Name of Proxy (in BLOCK LETTERS)Name of Proxy (in BLOCK LETTERS)Name of Proxy (in BLOCK LETTERS) Signature of Shareholder/Proxy PresentSignature of Shareholder/Proxy PresentSignature of Shareholder/Proxy PresentSignature of Shareholder/Proxy Present
Notes: Notes: Notes: Notes: Members/Proxy holders who wish to attend the Annual General Meeting (AGM) must bring their
Admission Slips to the AGM and hand over the same duly signed at the entrance. Duplicate Admission Slips
(ANNEXURE TO THE NOTICE FOR THE ANNUAL GENERAL MEETING OF THE COMPANY
TO BE HELD ON 15th SEPTEMBER, 2017)
1. Name & Registered Address of Sole/First named Member :
2. Joint Holders Name (If any) :
3. Folio No. / DP ID & Client ID :
4. No. of Equity Shares Held :
Dear Shareholder,
Subject: Process and manner for availing E----voting facility:
Pursuant to Provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management
and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment
Rules, 2015, and regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015, the Company is pleased to provide E-voting facility to the members to cast their votes electronically on
all resolutions proposed to be considered at the Annual General Meeting (AGM) to be held 15th September,
2017 at 25, Strand Road, 6th Floor, Room No- 607, Marshal House, Kolkata- 700001 at 12.00 P.M and at any
adjournment thereof.
The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide the
e-voting facility.
The e-voting facility is available at the link https://www.evotingindia.com.
The Electronic Voting Particulars are set out below:
ELECTRONIC VOTING PARTICULARS
EVSN USER ID PAN/Sequence Number
170807010
Remote e-Voting Start On Remote e-Voting End On
12th September, 2017 at 9:00 A.M. (IST)
14th September, 2017 at 5:00 P.M. (IST)
Please read the instructions mentioned in the Notes of the AGM Notice before exercising your vote.
Place: Kolkata By Order of the Board of DirectorsBy Order of the Board of DirectorsBy Order of the Board of DirectorsBy Order of the Board of Directors
The Directors have pleasure in presenting their 36th Annual Report on the business and operations
of the Company together with the audited financial statements for the financial year ended March
31st, 2017.
1. Financial Performance of the Company (Amount in Rs.)
Particulars 2016-17 2015-16
Profit Before Tax and Provision (98,888)
(935,958)
Less: Provision For Tax -
-
Profit After Tax (98,888)
(935,958)
Add: Profit Brought Forward From Previous Year
(806,438)
129,520
Profit Carried Forward (905,326)
(806,438)
Basic/ Diluted Earnings Per Share (0.03)
(0.29)
2. Dividend
The Directors have not recommended any dividend for the financial year 2016-17 due to loss
incurred.
3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund
The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.
4. Reserves
No amount was transferred to the Reserves during the year, due to loss incurred.
5. Brief description of the Company’s working during the year/State of Company’s affair
The company is mainly into Trading in sarees. The company is slowly progressing towards
becoming a one stop shop for all the retailers. The company is planning to venture into trading of
other merchandise products through the existing chain of Wholesellers and retailers.
6. Change in the nature of business, if any
The company has not changed its nature of business during the current financial year.
14
7. Material Changes and Commitments, if any, affecting the Financial Position of the
Company
No material changes and commitments which can affect the financial position of the Company
occurred between the end of the financial year of the company and the date of this report.
8. Internal Financial Control Systems and their Adequacy
The directors, have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary, Joint Venture and Associate Company as on 31st
March, 2017.
10. Deposits
The company has neither accepted nor renewed any deposits during the year, covered under
Chapter V of the Act.
11. Auditors
• Statutory Auditors
M/s R.M. Jain and Associates, Chartered Accountants, have been appointed as Statutory Auditors
of the company till the conclusion of the Annual General Meeting of the company to be held in the
year 2019 (subject to ratification of their re- appointment at every AGM) and remuneration shall be
decided as per the Audit Committee.
• Auditors Report
The observations made by the Auditors are self- explanatory and do not require any further
clarification. Further, the explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made by the auditor in his report shall be given.
• Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding
Rules framed thereunder, RAGHUNATH MANDAL was appointed as the Secretarial Auditor of the
company. There is no qualification, reservation or adverse remark or disclaimer made by the
company secretary in the secretarial audit report.
• Internal Audit Report
M/S RATHINDRA NATH GHOSH & CO, Chartered Accountants, has submitted a report for the
financial year 2016-17 based on the internal audit conducted during the year under review.
12. Share Capital
Issue of equity shares with differential rights
The company has not issued any of its securities with differential rights during the year under
review.
15
Buy Back of Securities
The company has not bought back any of its securities during the year under review.
Sweat Equity, Bonus Shares and Employee Stock Option Plan
The company has neither issued sweat equity or bonus shares nor has provided any stock option
scheme to the employees.
Preferential Issue of Capital
The company has not undertaken any preferential issue of capital during the current financial year.
13. Extract of the Annual Return
The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the
Companies (Rules), 2014 is furnished in Annexure A (MGT – 9) and is attached to this Report.
14. Conservation of energy, Technology absorption and Foreign exchange earnings and
Outgo
The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year. 15. Significant and material orders There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future. 16. Board of Directors and Key Managerial Personnel :
The Board has an optimum combination of executive and non executive director of the company.
A) Changes in Directors and Key Managerial Personnel:
Ms. Lalita Bohra resigned from post of Company Secretary w.e.f 29th April, 2016.
Mr. Piyushbhai Jentilal Malde was appointed as an Additional Executive Director of the
Company w.e.f 22nd May, 2017.
B) Declaration by an Independent Director(s) and re- appointment
Mr. Kishan Choudhary and Mrs. Puja Sharma, Independent Directors of the Company have
confirmed that they fulfilled all the conditions of the Independent Directorship as laid down in sub-
section (6) of Section 149 of the Companies Act, 2013 and the rules made there under and the same
have been noted by the Board.
C) Formal Annual Evaluation
In compliance with the Schedule IV of the Companies Act 2013, a meeting of the Independent
Directors of the company was held to review and evaluate the performance of the Non- Independent
Directors and the chairman of the company taking into account the views of the Executive Directors
and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information
between the company management and the Board and also to review the overall performance of the
16
Board. The meeting of the company was held on 03/02/2017, wherein the performance of the
Board as a whole was evaluated.
17. Number of meetings of the Board of Directors
Five Meetings of the Board of Directors were held during the financial year 2016-17. These were
Composition of the Audit committee is in accordance with the requirements of section 177 of the
Companies Act 2013 which is stated below:
1. Puja Sharma- Independent Director
2. Kishan Choudhary- Chairman and Independent Director
3. Rahul Sharma-Executive and Non Independent Director
19. Nomination and Remuneration Committee
Composition of the Nomination and Remuneration Committee is in accordance with the
requirements of section 178(1) of the Companies Act 2013. The composition is as under:
1. Kishan Choudhary- Chairman and Independent Director
2. Rahul Sharma- Executive and Non Independent
3. Puja Sharma- Independent Director
20. Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or more, or turnover of
rupees one thousand crores or more or a net profit of rupees five crore or more during any financial
year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules,
2014 is not applicable.
21. Sexual Harassment Of Women At Work Place
The Company has in place a policy in line with the requirements of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were
nil complaints received during the year under review.
22. Details of establishment of vigil mechanism for directors and employees
The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s code of conduct and ethics. 23. Particulars of Loans, Guarantees or Investments
The provisions with respect to Loans, guarantees or Investments as per section 186 of the
Companies Act, 2013 are complied with.
17
24. Particulars Of Contracts Or Arrangements With Related Parties:
Your company has no material individual transactions with its related parties which are covered
under section 188 of the Companies Act, 2013, which are not in the ordinary course of business
and not undertaken on an arms length basis during the financial year 2016-17.
25. Managerial Remuneration:
The Company incurred losses during the year so the Company has not provided any Managerial
Remuneration to the Directors.
26. Corporate Governance and Management Discussion and Analysis Reports
The Corporate Governance Report and Management Discussion and Analysis Report have been
annexed with the report
27. Corporate Governance Certificate
The Corporate Governance certificate from the auditors regarding compliance of conditions of
corporate governance as stipulated by SEBI (LODR) Regulations, 2015 and the Management
Discussion and Analysis Report has been annexed with the report.
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. Familiarisation Programme for Independent Directors
In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015, your Company is required to conduct
the Familiarisation Programme for Independent Directors (IDs) to familiarise them about their roles,
rights, responsibilities in your Company, nature of the industry in which your Company operates,
business model of your Company, etc., through various initiatives. The details of such
familiarization programmes are available on your Company’s website www.rholdings.org.
30. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—
(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(b) the directors 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) the directors have 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 preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
18
(e) the directors, have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively, and
(f) the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
31. Acknowledgements
Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review
For and on behalf of the Board of Directors
Sd/- Sd/-
RAHUL SHARMA PANKAJ SHARMA (Managing Director) (Chief Financial Officer and Director) DIN 03258779 DIN 05215905
Place: Kolkata Date: 22/05/2017
19
1
2
3
4
5
6
7
1
NIL
III.���� PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
SN Name and address of the Company CIN/GLN Holding/
Subsidiary/
Associate
% of
shares
held
Applicabl
e
Section
Other Financial Services 649 100.00%
II.��PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S. No. Name and Description of main products / services NIC Code of the
In Fiscal 2016-17, the global economic condition remained weak and uncertain. The macro economic situation was bleak and witnessed inflationary pressure. The Indian rupee witnessed high volatility depreciating against USD and causing substantial economic losses. The slide was mainly caused on account of slowing down of economic decisions. Further the global environment also remained subdued. INDUSTRY OUTLOOK The demand is expected to increase in near future and the company is focusing to start its operations once it finalizes the product having better growth prospectus in the market. CHALLENGES
(i) Good economic environment (ii) Freeing of Government regulatory controls with regard to exports RISKS AND CONCERNS The continued policies of Government controlling free exports and volatile economic environment have a bearing on the overall performance of the company. OPERATIONAL REVIEW
Considering the business environment your directors foresee the startup of business operation in the near future. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has suitable and adequate system of Internal Controls commensurating its size and nature of operations primarily to ensure that – - the assets are safeguarded against loss from unauthorized use or disposition; - the transactions are authorized, recorded and reported correctly and - Code of conduct, Policies and applicable statutes are duly complied with. As a measure of Internal Control System, which has been evolved over the years, the Company has established a methodical system of Annual Budgeting and Management Information System (MIS). In addition, Administrative
and HR activities of the Company are also brought within this purview.
The Company is conscious of importance of systems control and so continuously assesses the quality of integrated software package. Continuous reporting of these systems is made to the Board and Audit Committee for their review to upgrade, revise and to focus on determination of adequacy of the Control Systems. The composition and role of Audit Committee can be found in the Corporate Governance Report in the Annual Report. RISK MANAGEMENT Risk is an integral part of the business process. To enhance the risk management process, the company has mapped the risks. Risk arises for achieving business objectives are identified and prioritized. Risk mitigation activity plans are established and executed as and when need arises. Periodical reviews are carried out to assess the risk levels.
30
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.
HUMAN RESOURCES Human resources development, in all its aspect like training in safety and social values is under constant focus of the management. Relations between management and the employees at all levels remained healthy and cordial throughout the year. The management and employees are dedicated to achieve the corporate objective and the targets set before the Company. CAUTIONARY STATEMENT
Readers are cautioned that this discussion and analysis contains forward looking statements that involve risks and uncertainties. When used in this discussion, the words “anticipate,” “believe,” “estimate,” “intend,” “will,” and “expected” and other similar expressions as they relate to the Company or its business are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements, risks and opportunities could differ materially from those expressed or implied in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements as these are relevant at a particular point of time & adequate restrain should be applied in their use for any decision making or formation of an opinion.
For and on behalf of the Board of Directors
Sd/- Sd/-
RAHUL SHARMA PANKAJ SHARMA
Managing Director Director & CFO DIN 03258779 DIN 05215905
The Company pursues its long-term corporate goals on the bedrock of financial discipline, high
ethical standards, transparency and trust. Enhancing shareholders’ value and protecting the
interests of all stakeholders is a tradition at the Company. Every effort is made to follow best
practices in all the functional areas and in discharging the Company’s responsibilities towards all
stakeholders and the community at large.
2. BOARD OF DIRECTORS
2.1 Composition and size
The Company has a judicious mix of Executive, Non- Executive and Independent Non-Executive
Directors on its Board. As on 31st March, 2017, there are four directors on the Board, with 2 (two)
Executive Directors, and 2 (two) Independent Non-Executive Directors. The Company has One
Woman Director on its Board and is compliant with the provisions of Section 149 of the
Companies Act, 2013.
None of the Directors is a director in more than 20 Companies or member of more than 10
Committees or act as Chairman of more than 5 Committees across all Companies in which they
are Directors. The Non-Executive Directors are appointed or re-appointed with the approval of
shareholders. All the Non-Executive Directors are eminent professionals and bring the wealth of
their professional expertise and experience to the management of the Company.
The composition of the Board and category of Directors are as follows:
Category Name of Directors
Executive Directors Rahul Sharma
Pankaj Sharma
Independent Directors Kishan Choudhary
Puja Sharma
2.2 Pecuniary or business transaction
There were no materially relevant pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company during the year. None of the directors are related to any other directors on the Board.
34
2.3 Board Meetings
Being the apex body constituted by shareholders for overseeing the functioning of the Company, the Board evaluates all the strategic decisions on a collective consensus basis amongst the Directors. The Board met five times on 29/04/2016, 23/05/2016, 08/08/2016, 12/11/2016 and 03/02/2017. The maximum interval between any two consecutive meetings was not more than 120 days. Agenda and Notes on the agenda are circulated among the Directors, well in advance, in a structured format. All the Agenda items are supported by relevant information, documents and presentation to enable the Board to take informed decisions.
The status of attendance of each Director at Board Meetings and the last Annual General Meeting (AGM) held on 30th September, 2016 and the number of Companies and Committees where each of them is a Director / Member / Chairman as on 31st March, 2017 is given below:
Name Category
No of shares held
Attendance No. of Directorships
in other Companies incorporated in India (*)
No. of Board Committees (other than
Radhey Trade Holding Limited)
Board Meeting
Last AGM
Rahul Sharma
Promoter and Executive Directors
22,800 5 Yes 1 3
Pankaj Sharma
Promoter and Executive Directors
11,150 5 Yes Nil Nil
Kishan Choudhary
Independent Directors
Nil 5 Yes Nil Nil
Puja Sharma
Independent Directors
Nil 5 Yes Nil Nil
*Excludes directorships held in Foreign Companies, Private Companies and Section 8 Companies of the Companies Act, 2013. **Piyush Jayantilal Malde was appointed as Additonal Director w.e.f. 22.05.2017. . 2.4 Code of Conduct
The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Executives of the Company. All the Board Members and Senior Executives have confirmed compliance with the Code. A declaration by Managing Director affirming the compliance with the Code is annexed at the end of the Report. 3. COMMITTEES
The Company at present has three committees of the Board: 1. Audit Committee; 2. Stakeholders’ Relationship Committee; 3. Nomination and Remuneration Committee;
35
The terms of reference of these Committees is decided by the Board. Signed minutes of the
Committee meetings are placed before the Board for noting. The role and composition including the
number of meetings and related attendance are given below.
3.1 AUDIT COMMITTEE
3.1.1. Terms of reference
Some of the important terms of reference of the Committee are as follows:
1. Oversight of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the
Company;
3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory
Auditors;
4. Reviewing, with the management, the annual financial statements and Auditor’s Report thereon
before submission to the board for approval, with particular reference to:
a Matters required to be included in the Director’s Responsibility Statement to be included in
the Board’s report in terms of clause I of sub-section 3 of section 134 of the Companies Act,
2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by
management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the
Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the Auditor’s independence and performance, and effectiveness of audit
process;
36
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of Internal Financial Controls and Risk Management Systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;
14. Discussion with Internal Auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;
16. Discussion with Statutory Auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the Whole-Time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
3.1.2 Composition and Attendance of Audit Committee Meeting The composition of the Audit Committee is given below. During the year audit committee met four
time on 23/05/2016, 08/08/2016, 12/11/2016 and 03/02/2017.
Name Category No. of Meetings during the year 2016-17
Held Attended
Kishan Choudhary Chairman & Independent Director 4 4
Rahul Sharma Executive & Non-Independent Director
4 4
Puja Sharma Independent Director 4 4
37
3.2 STAKEHOLDERS RELATIONSHIP COMMITTEE
3.2.1 Terms of Reference
The Committee monitors the Company’s response to investor complaints. The Committee exercises
the power to transfer of shares, non-receipt of dividend/notices/annual reports, etc.
3.2.2 Composition and Attendance of Stakeholders Relationship Committee Meeting
The composition of the Stakeholders Relationship Committee is given below. During the year
committee met four time on 23/05/2016, 08/08/2016, 12/11/2016 and 03/02/2017.
Name Category No. of Meetings during
the year 2016-17
Held Attended
Kishan Choudhary Chairman & Independent Director 4 4
Pankaj Sharma Executive & Non-Independent Director
4 4
Puja Sharma Independent Director 4 4
M/s. Niche Technologies Private Limited, D-511, Bagree Market, 5th Floor, 71, B. R. B. Basu Road,
Kolkata – 700001, are the Registrar and Share Transfer Agent both for physical as well as electronic
mode. The table below gives the number of complaints received and resolved during the year and
pending as on 31st March, 2017.
Number of Complaints
Received Resolved Pending
Nil Nil Nil
3.3 NOMINATION AND REMUNERATION COMMITTEE
3.3.1 Terms of Reference
� To formulate a Nomination and Remuneration Policy on:
— determining qualifications, positive attributes and independence of a director.
— guiding remuneration of Directors, Key Managerial Personnel (“KMP”) and other
employees and Board diversity.
� Recommend Nomination and Remuneration Policy to the Board.
� Identify candidates who are qualified to become Directors.
38
� Identify persons who are qualified to become Senior Management (Senior Management of the
Company means employees of the Company who are Divisional Heads and Corporate
Functional Heads).
� Recommend to the Board the appointment and removal of Directors and Senior Management.
� Lay down the process for evaluation of the performance of every Director on the Board.
� The Chairman of the Committee to attend the General Meeting to respond to the queries of
shareholders.
3.3.2 Composition and Attendance of Nomination and Remuneration Committee Meeting
The composition of the Nomination and Remuneration Committee is given below. During the year
committee met four time on 23/05/2016 and 08/08/2016.
Name Category No. of Meetings during the year 2016-17
Held Attended
Kishan Choudhary Chairman & Independent Director 2 2
Rahul Sharma Executive & Non-Independent Director
2 2
Puja Sharma Independent Director 2 2
4. FAMILIARISATION PROGRAMME FOR BOARD MEMBERS
At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia
explains the role, function, duties and responsibilities expected of him/her as a Director of the
Company. The Director is also explained in detail the compliances required from him under the
Companies Act, 2013.
In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the Company is required to conduct
the Familiarisation Programme for Independent Directors (IDs) to familiarise them about their roles,
rights, responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc., through various initiatives.
5. SEPARATE MEETING OF INDEPENDENT DIRECTORS
Separate meeting of the Independent Directors was held on 03/02/2017 as per the requirement of
the Act and SEBI LODR Regulations, 2015. The Independent Directors reviewed the performance of
the Board as a whole. The Directors also discussed about the Diversity of the Board.
6. SUBSIDIARY COMPANIES
There is no subsidiary of the company as on 31st March, 2017.
39
7. WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has formulated a codified Whistle Blower Policy in order to encourage Directors
and employees of the Company to escalate to the level of the Audit Committee any issue of
concerns impacting and compromising with the interest of the Company and its stakeholders in
any way. The Company is committed to adhere to highest possible standards of ethical, moral
and legal business conduct and to open communication and to provide necessary safeguards for
protection of employees from victimization, for whistle blowing in good faith.
8. DISCLOSURES
There was no material transaction with related parties. None of the transactions recorded were in
conflict with the interests of the Company.
The Company received sufficient disclosures from Promoters, Directors or the Management
wherever applicable. The Company complied with the statutory rules and regulations including
those of the SEBI and the Stock Exchanges.
9. MEANS OF COMMUNICATION WITH SHAREHOLDERS 8.1 Quarterly results
The quarterly/ half yearly/ annual audited financial results of the Company are sent to the Stock
Exchanges immediately after they are approved by the Board of Directors. These results are
simultaneously posted on the web address of the Company at www. rholdings.org. The quarterly,
half yearly/ annual results of the Company are published in the newspaper and are promptly
submitted to Exchange.
8.2 Website
The Company’s web address is www.rholdings.org. The website contains a complete overview of
the Company. The Company’s Annual Report, financial results, details of its business,
shareholding pattern, compliance with Corporate Governance, contact information of the
designated officials of the Company who are responsible for assisting and handling investor
grievances, the distribution schedule, and Code of Conduct are uploaded on the website.
8.3 BSE Corporate Compliance & Listing Centre (the ‘Listing Centre’)
BSE’s Listing Centre is a web-based application designed for corporate. All periodical
compliance filings like shareholding pattern, financial results, notice & outcome of board meeting
and others are also filed electronically on the Listing Centre.
10. GENERAL BODY MEETINGS
The details of the Annual General Meetings held in the past three years and the special
resolutions passed there are as follows:
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Year Date Venue Time No of
Special
Resolution
Passed
2013-14 28th August, 2014 21/1 New Station
Road, Hooghly-
712233
11.00 AM 2
2014-15 30th September,
2015
5, Chinar Park,
Rajarhat Road,
Kolkata-700157
3.00 PM -
2015-16 30th September,
2016
25, Strand Road,
6th Floor, Room
No- 607, Marshal
House, Kolkata-
700001
2.00 PM -
No Postal Ballot was conducted during the financial year 2016-17.
11. SHAREHOLDERS’ INFORMATION
The Shareholders are kept informed by way of mailing of Annual Reports, notices of Annual General Meetings, Extra Ordinary General Meetings, Postal Ballots and other compliances under the Companies Act, 2013. The Company also regularly issues press releases and publishes quarterly results.
Name of Stock Exchanges
Stock code
The Calcutta Stock Exchange Ltd
28113
BSE Limited (BSE) 539814
• The Company has paid Annual Listing fee for the FY 2017–18 to the Exchange.
CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER ON CODE OF CONDUCT
To,
The Members, RADHEY TRADE HOLDING LIMITED
I, Rahul Sharma, Managing Director & CEO of the Company declare that all Board Members and Senior Management of the Company have affirmed compliance with the code of conduct.
RADHEY TRADE HOLDING LIMITED Sd/-
Rahul Sharma Chief Executive Officer
Place – Kolkata Date: 22/05/2017
Share holding of nominal value of
No. of shareholders
% of holders Equity Share % of Shareholding
Up to 500 484 81.07 1,28,750 3.97
501 to 1000 86 14.41 68,200 2.11
1001 to 5000 5 0.84 9,100 0.28
5001 to 10000 0 0.00 0 0.00
10001 to 50000 2 0.34 33,950 1.05
50001 to 100000 0 0.00 0 0.00
100001 & Above 20 3.35 30,00,000 92.59
Total 597 100.00 32,40,000 100.00
Sr.
No
Description No. of Shares % to Capital
A. Promoters & Promoters Group - Individuals
33,950 1.05
B. Public Shareholding
-Institutions
Financial Institutions/Banks Nil Nil
-Non-institutions
Body Corporate
Individuals
Trust
24,00,000 8,05,550
500
74.07 24.86
0.02
Total 32,40,000 100.00
42
INDEPENDENT AUDITOR’S REPORT
To the Members of
RADHEY TRADE HOLDING LIMITED,
Report on the Standalone Financial Statements for the F.Y. 2016-17
We have audited the accompanying standalone financial statements of RADHEY TRADE HOLDING LIMITED,
(“the Company”), which comprise the Balance Sheet as at March 31, 2017, Profit and Loss Account, and the
Cash Flow Statement for the year the ended, and a summary of the significant accounting policies and other
explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies
Act, 2013 (“the Act”) with respect to the preparation and presentation of these Financial Statements that
give a true and fair view of the financial position, financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express a reasonable opinion on these standalone financial statements based on our
audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of
Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free from
material misstatement.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters
which are required to be included in the audit report under the provisions of the Act and the Rules made
there under.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
43
risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
standalone financial statements give the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2017; and
(b) in the case of the Statement of Profit and Loss and the statement of Cash Flow for the year ended on
March 31, 2017 of loss and cash flows respectively;
Report on Other Legal and Regulatory Requirements
1. As required by Companies (Auditors Report) Order 2016 ('the order') issued by Central Government
of India in terms of subsection (11) of section 143 of the Act, we enclose in the “Annexure 1” a
statement on the matters specified in paragraphs 3 & 4 of the said order to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;
b) In our opinion proper books of account as required by law have been kept by the Company so far
as appears from our examination of those books.
c) The Balance Sheet, Statement of Profit and Loss and Statement of Cash Flow dealt with by this
Report are in agreement with the books of account.
d) In our opinion, the aforesaid Standalone financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
e) In our opinion there are no observations or comments on the financial, which may have an
adverse effect on the functioning of the company.
f) On the basis of the written representations received from the directors as on 31st March, 2017
taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,
2017 from being appointed as a director in terms of Section 164 (2) of the Act.
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g) With respect to the adequacy of the Internal Financial Controls over financial reporting of the
Company and the operating effectiveness of such controls, we give our separate Report in
“Annexure 2"
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
I. The Company does not have any pending litigations which would impact its financial
position.
II. The Company do not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
III. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company.
IV. The Company has provided requisite disclosures in the financial statements as regards its
holding and dealings in Specified Bank Notes as defined in the Notifications S.O 3407(E)
dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th
November, 2016 to 30th December, 2016. Based on audit procedures performed and the
representations provided to us by the Management we report that the disclosures are in
accordance with the books of accounts maintained by the Company and as produced to
( Referred to in paragraph (2)g under ‘ Report on Other Legal and Regulatory Requirements ‘ in our
Independent Auditor’s Report of even date , to the members of the Radhey Trade Holding Limited
(Company) on the Standalone Financial statements for the year ended 31st
March ,2017).
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of the Company as of 31st
March,
2017 in conjunction with our audit of the standalone financial statement of the Company for the year
ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls.
These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing,
issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial
Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was
established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the Company’s internal financial controls system over financial
reporting.
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Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company's internal
financial control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorisations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the
company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to error
or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls
over financial reporting to future periods are subject to the risk that the internal financial control over
financial reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system
over financial reporting and such internal financial controls over financial reporting were operating