Radha Madhav Corporation Ltd Directors Report.

To,

The Members,

RadhaMadhav Corporation Limited,

Dear Sir/Madam

Your Directors have pleasure in presenting to you the Fifteenth(15th)Annual Report of the Company and the Audited Financial Statement for the year ended 31st March 2019.

A) COMPANY PERFORMANCE

1. Financial Highlights:

The Companys performance during the year ended 31st March, 2019 as compared to the previous year, is summarized below:

(Rs. in millions)

31st March, 2019 31st March, 2019 Growth %
Income from operations
(a) Revenue from operations 5336.11 2177.59
(b) Other Income 36.23 2.15
Total income from operations (net) 5372.34 2179.74 146.47
Gross Profit (Loss) before 1672.79 116.95
Depreciation, Finance cost & Tax
Less: Finance cost - -
Less: Depreciation & amortization expense 14.31 13.90
Profit before tax 1658.48 103.05 1509.39
Add/(Less)Exceptional Items (715.18) -
Less: Tax expenses - -
Profit /(Loss) after tax 943.30 103.05 815.38
Other Comprehensive income 04.10 00.40
Total Comprehensive income for the year 947.40 103.45
Earnings Per Share (EPS)
(a) Basic 10.93 1.48 638.51
(b) Diluted 10.93 1.48 638.51

2. 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. 2179.74 millions in FY 2017-18 to Rs.5372.34 millions in FY 2018-19.

ii. Net revenue from operations has increased by 146.47%, from Rs. 2179.74 million to Rs. 5372.34 million.

iii. Net Profit for the year increased by 815.38%, from Rs. 103.05 million to Rs. 943.50 million.

iv. Earnings per share have increased by 638.51% from Rs. 1.48 per share to Rs. 10.93 per share

3. Subsidiaries:

The Company does not have any subsidiary.

4. Associates:

The Company has no associates Company.

5. Dividend:

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

6. Transfer to Reserves:

No amount was transferred to the reserves during the financial year ended 31st March, 2019.

7. 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.

B) DISCLOSURE UNDER COMPANIES ACT, 2013

1. 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 or impact on conservation 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, ar eas where absorption has not taken place, and the reasons thereof NA
Expenditur e incurred on Research and Development NIL

Foreign exchange earnings and Outgo:

Particulars 31.03.2019 31.03.2018
Actual Foreign Exchange earning NIL NIL
Actual Foreign Exchange Outgo NIL 0.11

2. Extract of Annual Return:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2019 made under the provisions of Section 92(3) of the Act is attached as per Annexure-I which form a part of this report.

3. Change in the Share Capital:

During the year under review, the Company by passing Ordinary Resolution in Extraordinary General Meeting held on 03rd May, 2018, has increased its Authorised Capital from Rs. 89 Crore to 114 Crores. There is no change in paid up share capital of the Company during the year under review.

4. Board Meetings:

The Board meets at regular intervals to discuss and decide on the Company / business policy and strategy apart from other Board business. During the financial year under review, the Board of Directors met 7 (Seven)times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of the Board of meetings and the attendance of the Directors were provided in the Corporate Governance Report.

5. 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.

6. 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.

7. Stakeholders Relationship Committee:

The Company has constituted Stakeholders Relationship Committee under the provisions of Section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee comprises 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.

8. Board Independent:

The definition of Independence of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013:

i. Mrs. Noopur Niteshwar Mishra

ii. Mr. Sheokumar Musafir Tripathi

iii. Mr. Mitesh Kantilal Patel

Iv. Mr. Dayanand Kanjibhai Manju (upto 08th August, 2019)

v. Mr. Jatin Gajubhai Patel

In compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, the Independent Directors met on 30th March, 2019 and discussed issues as prescribed under the schedule IV of the Companies Act, 2013 and also discussed various other issues.

9. 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 30th March, 2019 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 are members, in an effective manner 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.

10. Nomination and Remuneration Policy (NRP)

The NRP of the Company for Directors, Key Managerial Personnel (kmp) and Senior Management Personnel was revised by Board of Directors at their meeting held on 30th March 2019, based on recommendation of nomination and remuneration committee and the same is hosted on the website of the company at the following web link:http://rmclindia.co.in/investors.html.

11. Comments on Auditors Report:

I Explanation on statutory auditors report: observations of statutory auditors on account for the year ended 31st march, 2019: in regular course of business receivables are being realised. we are confident that we shall be able to recover the same. since company has more than 75 depot 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.

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 Secretary had been appointed to conduct secretarial audit report for the financial year 2018-19.

Secretarial audit report issued by Mr. Vipul Bheda, Company Secretary, in form MR-3 (as per Annexure-ii) and as per the format issued by security Exchange Board Of India (SEBI) vide SEBI circular no. CIR/CFD/CMD1/27/2019 dated 08th February, 2019 (as per Annexure-iii) for the financial year 2018-19 forms part to this report.

There are no qualifications, reservations or adverse remarks made by secretarial auditors in their report.

12.Related Party Transaction:

All the related party transactions are entered on arms 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-iv.

The related party transaction policy as approved by the board at their meeting held on 30th March 2019 is uploaded on the companys web site at the following web link: http://rmclindia.co.in/investors.html.

13.Disclosure under section 134(3)(l) of the Companies Act, 2013:

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

14.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.

15.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-V.

16.Particulars of Loans, Guarantees or Investments:

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

17.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 Companys 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.

18.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.

19.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.

20.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.

21.Disclosure under Section 62(1)(c) of the Companies Act, 2013:

The Company in its Board Meeting held on 29th June, 2018 has allotted 1,91,75,000 warrants amounting to Rs. 55,60,75,000/- to promoters and non-promoters.

22.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.

A) CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

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 Companys 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.

The Company has spent Rs. 3.90 millions during the financial year 2018-19 other than construction/acquisition activities.

B) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The company conducts the Familiarisation program when new Director(s) is/are appointed during the year. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Companys Policy of conducting the Familiarisation Program has been disclosed on the website of the Company at www.rmclindia.co.in.

C) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted revised Insider Trading Policy in their meeting held on 30thMarch 2019 in compliance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. 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.

D) INTERNAL FINANCIAL CONTROLS:

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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 disclosures. These are reviewed periodically and made part of work instructions or process in the company.

E) 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 Companys internal financial controls were adequate and effective as on 31st March, 2019.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors 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.

vii. That the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at the Company sites are covered under the above policy.

The Company takes all necessary measures to ensure a harassment free workplace and has instituted an Internal Complaints Committee for redressal of complaints and to prevent sexual harassment.

During the financial year ended 31st March, 2019 your Company has not received any complaint related to sexual harassment.

G) INSURANCE:

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

H) 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 Companys 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.

I) DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURE AS PER RULE 5 OF COMPANIES (APPOINTMENT & 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 COMPANIES:

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

J) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Article of Association of the Company Mr. Abhishek Anilkumar Agarwal (DIN: 00071858) 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. Abhishek Anilkumar Agarwal as a Director liable to retirement by rotation.

During the year under review, no changes are occurred in the Composition of the Board of Directors of the Company.

K) AUDITORS:

1. 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. M/s. Kartik Joshi & Associates, Chartered Accountants has expressed their desire to discontinue from the post of Statutory Auditor of the Company on the conclusion of the 15thAnnualGeneral Meeting to be held on 30th September, 2019 citing reasons due to preoccupation, resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by section 139(8) of the Companies Act, 2013.

Hence, the Board proposes the name of M/s. M. I. Shah & Co., Chartered Accountants (FRN.: 119025W), Vapi, to be appointed as Statutory Auditor of the company pursuant to the provisions of Section 139 (8) of the Companies Act, 2013.

M/s. M. I. Shah & Co., Chartered Accountants (FRN.: 119025W), Vapi, have conveyed their consent to be appointed as the Statutory Auditors of the Company along with the confirmation that, their appointment, if approved by the shareholders, would be within the limits prescribed under the Act.

2. Cost Auditors

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 Companys products, so Cost Audit does not apply to the Company.

3. Secretarial Auditor

Mr. Vipul Bheda, Company Secretaries in Practice, has been appointed to conduct the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014and the SEBI (LODR) Regulations, 2015 as amended. The Report of the Secretarial Auditor is appended to this Report as Annexure-II&Annexure-III.

L) SECRETARIAL STANDARD:

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31stMarch 2019.

M) RISK MANAGEMENT POLICY:

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

N) 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 Managements Discussion and Analysis Report which forms part of this Annual Report. The report on Managements Discussion and Analysis is as per Annexure-VI.

O) 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
sd
Mitesh Agarwal
Date:03rd September, 2019 Chairman&MD
Place: Daman DIN: 00060296