Rathi Graphic Technologies Ltd Directors Report.

To,

The Members,

Rathi Graphic Technologies Limited

Your Directors have pleasure in presenting the Twenty Fifth Annual Report and Companys Financial Statements

(Standalone and Consolidated) for the financial year ended 31st March, 2018

FINANCIAL SUMMARY

Particulars

31.03.2018

31.03.2017

Revenue from Operation

1867.95

3166.95

Profit before Interest, Depreciation & extraordinary item.

(599.14)

1015.18

Interest & Finance Expenses

69.40

125.73

Depreciation

64.47

65.94

Extraordinary Items

-

361.46

Profit before Tax (PBT)

(732.40)

462.02

Net profit after tax (PAT)

(732.40)

365.25

BUSINESS UPDATES AND STATE OF COMPANYS AFFAIRS

During the year under review, your company has achieved a turnover of Rs. 1867.95 Lakhs against Rs.

3166.95 Lakhs during the previous year. The Net Profit during the year was (732.40) Lakhs as against Rs. 365.25 Lakhs during the previous year.

The consolidated financial results of Associate Company

M/S. RGTL Industries Limited was prepared by Equity Method. Your Company has crafted some well-considered plans to further drive operating efficiencies in the coming years. During the year, Company continued to focus on quality of products and innovations in the marketplace on building markets of the future called as ‘market development. The company is making efforts to develop new products and hopeful to achieve the desired results with the help of in house team.

EXTRACT OF ANNUAL RETURN

Details forming part of the extract of the Annual Return in form MGT-9 is annexed with this report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 09 (Nine) meetings of the Board of Directors were held, details of which are set out in the Corporate Governance Report which form a part of this report.

BOARD COMMITEES

Detailed composition of the mandatory Board Committees namely Audit Committee, Nomination And Remuneration Committee and Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this report. There have been no situation where the Board has not accepted any recommendation of the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE

COMPANIES ACT, 2013

The Directors confirm that-

a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed.

b) 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 as at 31st March, 2018 and of the profit and loss of the Company for that period.

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

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ASSOCIATE COMPANY

There has been no material change in the nature of the business of the Associate.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries in Form

AOC-1 is attached to the financial statements of the

Company. Further, pursuant to the provisions of section

136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company.

STATEMENT ON DECLARATION "CERTIFICATE OF INDEPENDENCE" U/S 149 (6) FROM INDEPENDENT DIRECTORS

Pursuant to Schedule IV and Section 149(6) of the

Companies Act, 2013, the Board has independent directors and there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively. The independent directors have submitted a declaration that the independent directors meet with the criteria of independence as required under Section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION POLICY

The Companys policy on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) is annexed with this report.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The auditors report and secretarial auditors report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure ii which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of the loans granted are mentioned in the Annexure ‘A to Independent Auditors Report pursuant to provision of Section 186 read with Companies (Meetings of Board and its Powers) Rules, 2014. The details of guarantee given and security provided are mentioned in the Note No. 33 of Notes to Accounts. Full particulars of investments made are stated in Note No 12 in the Notes of Accounts.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of 188 of the Act and hereto disclosed in Form AOC-2 which is a part of Annual Report.

DIVIDEND

In view of need to conserve and plough back Companys resources to fund the future expansion plans, your Directors do not propose any dividend this year.

CONSERVATION OF ENERGY

The Company has a continuous monitoring systems to minimize the energy consumption per unit of toner and manufacturing annexure V concerning this attached to this report.

TECHNOLOGY ABSORPTION

The Company has fully absorbed the technology for manufacturing toners used in three brands of photocopier Machines.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review, the Company has foreign exchange and Outgo as stipulated in Note No. 35 to the Financial Statement of the Company..

RISK MANAGEMENT

A detailed report on Risk Management is included in Management Discussion And Analysis which forms a part of this report. The report clearly states development and implementation of a risk management policy for the Company including identification therein of elements of risk along with risk mitigation plan.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Sandesh Kumar Jain, Mr. Adarsh Kumar Aggarwal, Ms. Anita Chopra and Mr. Vinod Somani, Directors of the Company, Resigned from his duties as director, they are no longer associated with the Company as directors.

Further, During the year Ms. Neha Chaudhary, Company Secretary of the Company resigned from her post and Mr. Neeraj jain, joined the Company as Company secretary, in accordance with the section 203 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were in compliance with Act and approval granted by the shareholders. Transactions entered with related parties by the Company in the ordinary course of business are periodically placed before the Audit Committee for its approval.

PUBLIC DEPOSITS

The Company has not accepted and invited any deposits from public under Chapter V of the Companies Act, 2013

INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms a part of this report.

INFORMATION PURSUANT TO SECTION 197 (12)

OF THE COMPANIES ACT, 2013 READ WITH RULE

5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)

RULES, 2014

1. the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

11.73:1

2. the percentage increase in remuner- ation of each director, Chief Financial Officer, Chief Executive Officer,Compa - ny Secretary or Manager, if any, in the financial year;

-

3. the percentage increase in the medi- an remuneration of employees in the financial year:

5%

4. the number of permanent employees on the rolls of company

61

5. the explanation on the relationship between average increase in remunera- tion and company performance

-

6. comparison of the remuneration of the Key Managerial Personnel against the performance of the company

-

7. variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year

-

8. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the man- agerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

-

9. comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company

-

10. the key parameters for any variable component of remuneration availed by the directors

-

11 the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and

-

12. affirmation that the remuneration is as per the remuneration policy of the company.

Yes

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Audit Committees terms of reference inter-alia include vigil mechanism which also incorporates a Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and Schedule V of SEBI Listing Regulations. The Company has Whistle Blower Policy. The Whistle Blower mechanism provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Governance and ethics. The

Whistle Blower Policy is uploaded on the website of the Company i.e. www.rathitoner.com

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has familiarization programmes is uploaded on the website of the Company i.e. www. rathitoner.com

FORMAL ANNUAL EVALUTION OF BOARD AND ITS COMMITTEES

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Nomination and Remuneration Committee laid down a criteria for evaluating Board effectiveness by assessing performance of the Board as a whole, performance of individual Director and Committees of the Board i.e. Audit Committee, Nomination And Remuneration Committee and Stakeholders Relationship Committee. The Board approved the criteria laid down by Nomination And Remuneration Committee for evaluating Board effectiveness.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis in terms of Regulation 34 of SEBI Listing Regulations, 2015 forms a part of this report and is annexed to this report.

AUDITORS

Statutory Auditor & Their Report:

The report of the Statutory Auditor M/s Shalin Poddar & Associates, Chartered Accountants, (Firm Registration number :020397C) alongwith notes to schedules is enclosed to this report. The observations made in the Auditors Report are self explanatory and therefore do not call for any further comments.

The Auditors Report does not contain any qualification, reservation or adverse remark.

The report of the Statutory Auditor M/s Shalin Poddar & Associates, Chartered Accountants, (Firm Registration number :020397C) alongwith notes to schedules is enclosed to this report. The observations made in the Auditors Report are self explanatory and therefore do not call for any further comments.

The Auditors Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor & Their Report:

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Board had appointed Mr. Manish Garg, M/s Manish Garg & Associates, Practicing Company Secretaries, New Delhi (Membership No. 26934), a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 is annexed herewith.

Internal Auditor & Their Report:

The Board had appointed Mr. Suresh Kumar Somani, M/s HUMS & Associates (FRN: 022230N) as Internal

Auditor for the financial year 2017-18 under section 138 of the Companies Act, 2013 and they have completed the internal audit as per scope given by the Audit Committee for the financial year 2017-18.

CORPORATE GOVERNANCE

Your Company has complied with regulations provided in Regulation 27 of SEBI (LODR) Regulations, 2015 with the Stock Exchanges. A certificate from the Auditors of the Company M/s Shalin Poddar & Associates, Chartered Accountants, (Firm Registration number

:020397C) confirming compliance with conditions of

Corporate Governance as annexed herewith.

SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace, however During the financial year 2017-

18, the company has not received any complaints on sexual harassment.The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

LISTING WITH STOCK EXCHANGE

The Company confirmsthat it has paid the Annual Listing

Fees for the year 2018-19 to BSE where the Company shares are listed.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from investors, vendors, consumers, bankers and regulatory authorities and other stakeholders towards the performance of the Company during the year under review.

For and on behalf of the Board

Raj Kumar Rathi

Anurag Yadav

Managing Director

Director

DIN:00009569

DIN: 00087197

Place: New Delhi
Date: 03.09.2018