Raghunath International Ltd Directors Report.

To,

To,

The Members,

The Members,

Raghunath International Limited

Raghunath International Limited

Your Directors have pleasure in presenting their Twenty Third Annual Report on the business and operations of Your Directorsthe Companyhave pleasuretogether inwith presentingthe Annual theirAccounts Twenty Fourthfor the Financial Annual ReportYear ended on theMarch business31, and2017. operations of the Company together with the Annual Accounts for the Financial Year ended on 31st March, 2018.

FINANCIAL RESULTS

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

The highlights of the Financial Results are as under:

(Rupees in Lakhs)

Standalone Consolidated
Particulars 2017-2018 2016-2017 2017-2018 2016-2017
Sales and Other Income (Gross) 38.876 42.250 38.876 42.250
Profit/(Loss) before Interest and Depreciation 6.24 2.319 6.24 2.319
Less: Finance Charges 0.026 0.005 0.026 0.005
Less: Depreciation 0.536 0.704 0.536 0.704
Profit/(Loss) for the Year (6.802) 1.610 (6.802) 1.610
Add/(Less): Exceptional Items (0.035) 5.382 (0.035) 5.382
Add/Less: Provision for Income Tax - (1.342) - (1.342)
Less: provision for Wealth Tax - - - -
Add/(Less): Deferred Tax Assets/ (Liability) (12.744) (2.247) (12.744) (2.247)
Profit/(Loss) of the Associates - - (8.516) 1.430
Net Profit/(Loss) for the Year (19.58) 3.403 (28.095) 4.833
Add: Balance brought forward 172.034 169.831 172.034 169.831
Add: Post Acquisition reserve and surplus of Associates - - 40.140 38.710
Additions during the Year of Associates - - (8.516) 1.430
Appropriation:
Transfer to General Reserves - 1.200 - 1.200
Surplus carried to the Balance Sheet (19.580) 3.403 (19.580) 3.403

OPERATIONS

During the year under review, the Standalone Sales and Other Income of the Company decreased to Rs. 38.876 lakhs as compared to Rs. 42.250 lakhs in the Previous Year and the Consolidated Sales and Other Income of the Company also decreased to Rs. 38.876 lakhs as compared to Rs. 42.250 lakhs in the Previous Year. The Company has earned a Loss of Rs. 19.580 lakhs as against profit of Rs 3.403 lakhs in the previous year on Standalone basis and on the Consolidated basis the Company has earned a Loss of Rs. 28.095 lakhs as against profit of Rs. 4.833 lakhs in Previous Year. The Company will focus on Real Estate and allied businesses and will formulate its strategies accordingly.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its associates as per the applicable provisions of Companies Act, 2013 and Rules made there under, prepared in accordance with Indian Accounting Standard 28, issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

Further, the Annual Accounts and related documents of the Associate Company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.

RESERVES

During the year under review, The Company has not transferred any amount to general reserve of the Company & outstanding amount in the General reserve of the Company is Rs. 74.200 lakhs.

DIVIDEND

During the year, the Company has not earned profit hence no dividend could be recommended.

DEMATERIALIZATION OF EQUITY SHARES

The Companys equity shares are available for trading in the both Depositories that is National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL).The International Security Identification Number (ISIN) allotted by NSDL and CDSL to the Company is INE753B01014. The Dematerialization status of the Company as on March 31st, 2018 is as under:-

Particulars No. of Shares Percentage
Electronic Mode
NSDL 26,95,451 53.71
CDSL 4,55,169 09.10
31,40,620 62.65
Physical Mode 18,59,580 37.19
Total 50,00,200 100.00

EXTRACT OF ANNUAL RETURN:

Pursuant to, Section 92(3) of the Companies Act 2013, and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in prescribed Form MGT-9 is appended as ANNEXURE-I to the board report and copy of annual return will be placed on Companys website www.raghunathintlimited.in.

BOARD AND COMMITTEE MEETINGS

During the year, eleven (11) Board Meetings were duly convened and held by the Company.

The Board has constituted an Audit Committee as per the Provisions of Section 177(1) read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 consisting of Mr. Samar Bahadur Singh (DIN: 00033510) Chairman, Mrs. Priyanka Mishra (DIN: 07145586) & Mr. Pawan Dwivedi (DIN: 07510284). There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board. The Board has constituted a Nomination and Remuneration Committee as per the Provisions of Section 178(1) read with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 consisting of Mr. Samar Bahadur Singh (DIN: 00033510) Chairman, Mrs. Priyanka Mishra (DIN: 07145586) & Mr. Pawan Dwivedi (DIN: 07510284). The Board has constituted a Stakeholders Relationship Committee as per the Provisions of Section 178(5) read with Regulation 20 of SEBI consisting of Mr. Samar Bahadur Singh (DIN: 00033510) Chairman, Mrs. Priyanka Mishra (DIN: 07145586) & Mr. Pawan Dwivedi (DIN: 07510284).

Details of composition of the Board and its Committees and Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (the Act), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendments Rules, 2016. Effective April 1, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance.

The Directors confirms that:

(i) In the preparation of the annual accounts for the financial year ended on 31st March, 2018, the applicable Accounting Standards had been followed and no material departures have been made from the same.

(ii) The Directors had selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

(iii) The Directors have taken proper and sufficient care 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) The Director has prepared the annual accounts for the financial year ended on 31st March, 2018, on Going Concern basis.

(v) The proper internal Financial Controls were in place and that the financial controls were adequate and operating effectively.

(vi) The system to ensure Compliance with the Provisions of all applicable laws was in place and was adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. G. N. Choudhary, Chairman and Whole-time Director (DIN: 00012883) of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Mr. Samar Bahadur Singh, Director and Chairman of the Audit Committee (DIN: 00033510) is appointed as Independent Non- Executive Director of the Company.

Mr. Pawan Kumar Dwivedi, (DIN: 07510284) is appointed as Independent Non- Executive Director of the Company. Mrs. Priyanka Mishra, Director (DIN: 07145586) is appointed as an Independent Non-Executive Director.

Mr. G. N. Choudhary has been appointed as Compliance Officer with effect from 16th April, 2018.

Ms. Sneha Pandey, (ACS-52010) who was appointed as Company Secretary and Compliance Officer (Whole-time Key Managerial Personnel) on 17th July, 2017 has resigned from the office with effect from 16th April, 2018 due to personal reasons.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfilled the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. The declaration was placed before the board for their review.

Policy on Directors, KMP & Other Employees:

The Company has adopted Governance Guidelines on Boards Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of Independent Director, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, and Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Policy for Nomination and Remuneration of Directors:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, and financial condition and compliance requirements. The Nomination and Remuneration Committee conducts a gap analysis to evaluate the Performance of the Board on a periodic basis, including each time a Directors appointment or re-appointment is required or not. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis--vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Companies Act 2013 Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independence: In accordance with the above criteria, a Director will be considered as an Independent Director if he/ she meet with the criteria for Independent Director as laid down in the Companies Act 2013 Act and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Companies Act 2013, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the Code for Independent Directors as outlined in Schedule IV to the Companies Act 2013.

AUDITORS AND AUDITORS REPORT Statutory Auditors:

M/s Saria Gupta & Co. (Firm Registration No.: 003168N) Chartered Accountants, the Statutory Auditors of the Company who was appointed on Twenty Third (23rd) Annual General Meeting shall hold the office till the conclusion of Twenty Eighth (28th) Annual General Meeting, in place of the M/s Kumar Piyush & Co. the Retiring Auditor of the Company. Pursuant to the amendment to Section 139 of the Companies Act, 2013 which was notified on May 7th, 2018, ratification of appointment of statutory auditors at every AGM is no longer required.

Statutory Auditors Report:

The Auditors Report contains a qualification. a) Details of Audit Qualification:

As per Ind As 109 "Financial Instruments" the investment in equity shares (other than Subsidiary, Associates and Joint Ventures) are recognized at fair value through Profit and Loss Account or Fair Value through Other Comprehensive income. However, the Company has recognized the Non-current investments in equity shares (other than subsidiary, associates and joint ventures) at cost as appearing in the Standalone Balance sheet as at March 31st, 2018, March 31st,2017 and April 01st, 2016 which constitutes a departure from the AS-109 "Financial Instruments. Therefore, Impact of Financial on account of the difference between the fair value and the cost of "Non-current Investments" "Other Equity" and "Other Comprehensive Income" and "Deferred Tax" are not ascertainable." b) Type of Audit Qualification: Departure from Ind AS 109 with respect to fair value. c) Frequency of qualification: Appeared First Time. d) For Audit Qualification(s) where the Impact is quantified by the auditor, Management Views: No e) For Audit Qualification (s) where the Impact is not quantified by the auditor: (i) Managements estimation on the Impact of audit qualification: As per Management estimate, present cost of Financial Instruments represent the value close to fair market value. However, Company is in the process to get fair market valuation done in due course, being a very tedious and lengthy work due to delayed availability of input material/ Information/financial resources.

(ii) If management is unable to estimate the Impact, reasons for the same: As per Management estimate, present cost of Financial Instruments represent fair the value close to fair market value. However, Company is in the process to get fair market valuation done in due course, being a very tedious and lengthy work due to delayed availability of Input material/Information/financial resources.

(iii) Auditors Comments on (i) or (ii) above: A qualification is not possible at present, based on the Information and explanation provided by the management.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 6 of Companies (Cost Records and Audit) Rules, 2014 the Company is not required to appoint cost auditor for the Financial Year ended 2017-18.

Cost Audit Report

Pursuant to Section 148(1) of Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014 Company is not required to prepare Cost Audit Report for the F.Y. 2017-18.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Sushil Gupta & Associates, Company Secretaries, Kanpur to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018.

Secretarial Auditors Report

The Secretarial Audit Report is annexed as ANNEXURE-III. The Secretarial Audit Report for the financial year ended on 31st March, 2018 does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDIT & CONTROLS

The Company has appointed, Mr. Sandeep Kumar Saraogi, Chartered Accountant (ACA-411706), as an Internal Auditor of Company to ensure compliances and effectiveness of the Internal Control Systems in place, as per the decision taken during the financial year 2017-18. During the year, the Company continued to implement his suggestions and recommendations to improve the control environment and his scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantee and Investment for the F.Y. 2017-18, covered under the provisions of Section 186 of the Companies Act, 2013 are:

Particulas of Loan given for Corporate Needs:

S.No. Name of Parth Purpose Amount (Rs.)
- - - -

Particulas of Guarantee given for Corporate Needs:

S.No. Name of Parth Purpose Amount (Rs.)
1 Sir Bio Tech India Limited Secure the various credit facilities 50.00 Crores

RELATED PARTY TRANSACTIONS

During the year, the Co. has not entered into any contract/transaction with Related parties which could be considered material in accordance with Related party policy of the Company on materiality of related party transaction and the applicable Acts. Accordingly there are no transactions that are required to be reported in Form AOC-2 and in accordance with Section 188 of the Companies Act, 2013 and regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as such does not form part of the report.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Companys website at the web link: http://www.raghunathintlimited.in/images/pdf/RPP.pdf

FAMILIARIZATION PROGRAM

Your Company, for many years now, has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook. Details of familiarization programs extended to the Non-executive & Independent Directors during the year are also disclosed on the Company website at the following web link: http://www.raghunathintlimited.in/images/pdf/FP.pdf

MATERIAL CHANGES AND COMMITMENTS

No Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014:

CONSERVATION OF ENERGY

The Companys operations involve low energy consumption. There are no major areas where any energy Conservation measure can be taken. However, efforts are being made to conserve and optimize the use of energy, wherever possible.

FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION OF TECHNOLOGY, RESEARCH AND DEVELOPMENT: Technology Absorption:

The Company is in Trading and real estate Industry and therefore, specific technology absorption, adaptations and innovation will be taken care of/ implemented, wherever required.

Research & Development:

S. No. Particulars Status
1. Specific areas in which Research and Development carried out by the Company. NIL
2. Benefit derived as a result of the above Research and Development. NIL
3. Future plan of action. NIL
4. Expenditure on Research and development. NIL

FOREIGN EXCHANGE EARNINGS & OUTGO:

(i) Total Foreign Exchange earned: NIL
(ii) Total Foreign Exchange outgo: NIL

RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in the report of Management Discussion and Analysis.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company, hereby Confirms that the Provisions of Section 135(1) of the Companies Act, 2013 is not applicable on our Company. However, the responsibility of the Company is to make a positive impact on the communities in which the company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life.

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

During the year under review, there were no instances of non-exercising of voting rights 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 Debentures) Rules, 2014 is furnished.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and other Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DETAILS OF SUBSIDARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of the Companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures, if any is given as Form AOC-1 as a part of Financial Statement.

DEPOSITS

During the Period under review, Our Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

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

There were no significant and material orders which were passed by the Regulator or Courts or Tribunals impacting the going concern status and Companys operations in future.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism and Whistle Blower Policy in terms of Section 177(9) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 to provide a formal mechanism to the Directors and employees, to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy on Vigil Mechanism and W histle Blower Policy may be accessed on the Company website at http:// www.raghunathintlimited.in/wbp.asp

PARTICULARS OF EMPLOYEES

The information require in Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in statement of particulars of employees is annexed as ANNEXURE - II A of the Annual Report.

The information require in Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is applicable annexed as ANNEXURE - II B of the Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

CORPORATE GOVERNANCE REPORT

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Regulation 27(2)(a) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Separate Reports on Corporate Governance is included in the Annual Report and Certificate dated 25th August, 2018 of the Secretarial Auditors of your Company confirming the compliance of conditions of Corporate Governance is also annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of this report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at W orkplace Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious relations at all levels of the Organization.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to BSE Limited where the Companys Shares are listed.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents. The Directors would also like to thank the employees, shareholders, customers and suppliers for their continuous support given by them to the Company and their confidence reposed in the Management.

For and on behalf of the Board
Sd/- Sd/-
Place: Kanpur (G. N. Choudhary) (Samar Bahadur Singh)
Date: 25th August, 2018 Whole -Time Director Director
(DIN: 00012883) (DIN: 00033510)