RDB Rasayans Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the Twenty-fourth Annual Report together with Audited Annual Financial Statements of the Company for the financial year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

Particulars FY 2018-19 FY 2017-18
Revenue from operations 89,31,29,859 78,28,41,355
Other Income 9,76,23,348 8,98,36,084
Profit before Interest, Depreciation & Tax 14,75,78,251 14,13,24,393
Less: Interest 1,27,53,444 1,52,29,937
Less: Depreciation 1,12,30,018 1,07,50,197
Profit before taxation 12,35,94,789 11,53,44,259
Less: Provision for current tax, deferred tax and tax adjusted for earlier year 3,35,06,499 4,19,55,227
Profit/(Loss) after tax 9,00,88,290 7,33,89,032
Less : Re measurements of defined benefit liability / (asset) (net of tax) 4,21,805 1,85,198
Add : Income taxes relating to items that will not be reclassified to Profit or Loss 1,22,830 64,093
Add: Balance brought forward from last year 27,67,00,540 20,34,32,613
Balance available for appropriation 36,64,89,855 27,67,00,540
Less: Appropriations
a. Proposed dividend on equity shares - -
b. Dividend Distribution Tax thereon - -
Balance carried to Balance Sheet 36,64,89,855 27,67,00,540

SHARE CAPITAL

The Present Authorised Capital of the Company is Rs 1,800,00,000 divided into 18,000,000 equity shares of Rs 10 each. There has been no change in the authorized and paid up capital of the Company during the year under purview. Further, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on March 31, 2019, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on 31st March, 2019, 90.74% of the share capital stands dematerialized.

BOARD OF DIRECTORS

DIRECTORS AND KEY MANAGERIAL PERSONNEL (S)

Independent Directors

Sri Abhay Bharat Kumar Doshi (DIN: 06428170) was appointed as Independent Director of the company for a term of five years w.e.f. 28th May, 2015 to hold office till 28th May, 2020. In terms of Section 149(10) and all other applicable provisions of the Act and the Listing Regulations, the Board of Directors pursuant to the recommendation of the Nomination & Remuneration Committee and based on the report of performance evaluation, at their meeting held on 30th May, 2019 decided to place the proposal for reappointment of Sri Abhay Bharat Kumar Doshi for a further term of five consecutive years w.e.f 01st April, 2020 at the ensuing Annual General Meeting, whose office shall not be liable to retire by rotation.

Sri Abhay Doshi has good experience in IT Industry over the years. He is graduate in Computer Science and Engineering and took Master degree in Information Systems Management from the Carnegie Mellon University, USA. He had worked with IBM India Labs & assisted several start-ups in the IT Industry over the years. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Sri Abhay Doshi as an Independent Director.

Declaration by Independent Director(s)

All the Independent Directors have furnished the requisite declarations that they meet the independence criteria as laid down under section 149(6) of the Companies Act, 2013 read with the rules made thereunder and Regulation 16 of the SEBI (LODR) Reg, 2015 and the Board has taken on record the declaration given by the Independent Directors after undertaking due assessment of the veracity of the same.

In addition to the provisions of Regulation 16(1)(b) of the

Listing Regulations, he also confirms that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and that he is independent of the management. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for directors and senior management personnel of the Company.

Familiarization Programme undertaken for Independent Directors

In terms of Reg 25 (7) of the SEBI (LODR) Reg, 2015, your Company is required to conduct Familiarisation Programme for Independent Directors (Ids) to familiarise them about your Company including nature of Industry in which your company operates, business model, responsibilities of the Ids etc. During the year, the Company has organized familiarization programme for the Independent directors. The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. The details of the familiarization program of Independent directors are available on the Companys website under the weblink http://www.rdbgroup.in/policies.asp.

• Executive Directors

The Board of Directors at their meeting held on 08/02/2019 appointed Sri Shanti Lal Baid (DIN: 00056776) as the Managing Director and Sri Sandeep Baid (DIN: 00557018) as the Whole Time Director of the Company for a further period of 1 year w.e.f 1st April, 2019, subject to approval of the shareholders in the ensuing Annual General Meeting.

Details of the directors being appointed/ re-appointed as required under SEBI (LODR) Reg, 2015 and Secretarial Standard -2 are provided in the notice of 24th Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

• Retirement by Rotation

As per the provisions of section 152(6) (c) of the Companies Act, 2013, Smt Pragya Baid retires by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment. In view of her considerable experience and contribution to the Company, your Directors recommend her re-appointment as Director.

• Women Director

Smt Pragya Baid (DIN: 06622497) continues as the Woman Director on the Companys Board in conformity with the requirements of Section 149(1) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (hereinafter referred to as SEBI (LODR) Reg, 2015).

• Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Sri Shanti Lal Baid, Managing Director, Sri Sandeep Baid, Whole-time Director, Sri Bidhan Neogi, Chief Financial Officer and Smt. Mausami Das, Company Secretary. During the year there has been no change in the Key Managerial Personnel. However Mrs Mausami Das, Company Secretary of the company resigns from the post on 30.05.2019 i.e. closing hours of 29th May, 2019. Therefore the financial statements have been signed by two Directors & CFO of the Company.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors regularly meets to discuss and decide on various matters. During the year under review, four Board meetings were convened and held on 30th May 2018, 14th August, 2018, 14th November, 2018 and 8th February, 2019, the details of which are given in the Corporate Governance Report. The intervening gap between any two meetings was not more than 120 days.

MEETING OF INDEPENDENT DIRECTORS

A Meeting of Independent Directors of the Company was held on 8th February, 2018. The Independent Directors at their meeting assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company. Also, the performance of the non-independent directors and the Board as a whole was reviewed.

BOARD EVALUATION

Pursuant to the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, performances of each member of the Board / Committees of Board are evaluated on an annual basis. The evaluation is done by the Board, the Nomination and Remuneration Committee and the Independent Directors with specific focus on the performance and effective functioning of the Board / Committees and individual Directors, the member under evaluation not being present in evaluation process. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The evaluation criteria for the Directors are broadly based on:

- Leadership & stewardship abilities

- Contributing to clearly define corporate objectives & plans

- Communication of expectations & concerns clearly with subordinates

- Obtain adequate, relevant & timely information from external sources

- Review & approve achievement of strategic and operational plans, objectives, budgets

- Regular monitoring of corporate results against projections

- Identify, monitor & mitigate significant corporate risks

- Assess policies, structures & procedures

- Review managements succession plan

- Effective meetings

- Assuring appropriate board size, composition, independence, structure

- Clearly defining roles & monitoring activities of committees

- Review of corporations ethical conduct

The Directors expressed their satisfaction over the evaluation process and results thereof.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection/appointment/ remuneration of Directors, Key Managerial Personnel and Senior Management. The remuneration policy of the Company aims to attract, retain and motivate qualified people at the Executive and Board levels. The remuneration policy seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company. The Companys policy relating to appointment of Directors, payment of managerial remuneration, directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure E and forms part of this Report.

COMMITTEES OF BOARD

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

The details of all the above committees along with composition, terms of reference, number and dates of meeting held, attendance at meetings are provided in the report on Corporate Governance forming part of the Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134(3)(C) and section 134(5) of the Act, the Directors to the best of their knowledge hereby state and confirm that:

1. In the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed and there are no material departures from the same;

2. The accounting policies have been selected and applied consistently and the judgments and estimates made 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 ended 31.03.2019 and of the profit of the Company for that period;

3. Proper and sufficient care have been taken 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;

4. The annual accounts have been prepared on a going concern basis;

5. The internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCES

The employees of our Company are the core resource and the Company has continuously endeavoured to strengthen its employer-employee relation at all levels and value proposition. The Company is constantly working on providing the best working environment to its human resources with a view to inculcate leadership, autonomy, competence and dedication among its employees. Your Company shall always place all necessary emphasis on continuous development of its human resources. The Company had 97 permanent employees on its rolls as on 31st March, 2019.

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act, read with rules made thereunder, are annexed to this report as Annexure-C.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has adequate internal control procedures commensurate with its size and nature of business. The policies and procedures adopted by the Company ensures the orderly and efficient conduct of business and adherence to Companys policies, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. The adequacy of internal control systems are reviewed by the Audit Committee of the Board in its periodical meetings .Internal Audit is conducted periodically by Chartered Accountant who verify and report on the efficiency and effectiveness of internal controls.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit Report.

FRAUDS REPORTED BY THE AUDITORS

No frauds have been reported by Statutory Auditor, Internal Auditor or Secretarial Auditor during the year under review.

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any subsidiary/ joint venture/ associate companies.

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within the meaning of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the financial year were on an arms length basis and were in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Reg, 2015. Further, there were no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure required under Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to your Company. As required under the SEBI (LODR) Reg, 2015, related party transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meetings. The details of related party transactions are disclosed and set out in Note No. 36 to the Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website and may be accessed at the weblink http://www.rdbgroup.in/policies.asp.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement under section 135 of the Companies Act, 2013 and Rules made thereunder a Report on CSR activities and initiatives taken during the year in the prescribed format is given in Annexure F, which is annexed hereto and forms part of the Directors Report. The policy is available on the website of the Company at the weblink: http://www.rdbgroup.in/policies.asp.

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

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as per section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure D, which forms part of the Report.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy which identify, evaluate business risks and opportunities. The details of the same are covered in the Management Discussion and Analysis Report forming part of the Boards Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY The Company has adopted a Whistle Blower Policy for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The policy provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provided for direct access to the Chairman of the Audit Committee. The Vigil Mechanism (Whistle Blower Policy) is available at the Companys website at weblink http://www.rdbgroup.in/policies.asp.

During the year, no case was reported under this policy and no personnel have been denied access to the Audit Committee.

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

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

Investigation by SEBI on the Companys initial public offer has been completed.

The utilization of IPO proceeds as on 31.03.2019 has been reported as under:

Particulars As per prospectus net amount to be deployed from issue proceeds Incurred upto 31.03.2019
a. To finance the capital expenditure to enhance the manufacturing capacity :
Civil works - -
Plant and machineries 23,91,27,000 444,35,913
Pre-operative expenses 70,00,000 -
Provision for contingencies 1,19,56,000 -
Security for WBSEDCL 2,00,00,000 1,45,37,560
Sub_total (a) 27,80,83,000 5,89,73,473
b. General corporate purpose 5,01,29,000 4,98,49,182
c. Issue expenses 2,72,88,000 1,92,10,714
Total (a + b + c) 35,55,00,000 12,80,33,369
Balance amount to be utilized out of IPO proceeds 22,74,66,631
Interim utilization of balance IPO proceeds :
Balance in Escrow Account / Current Account 13,45,378
Balance in Fixed Deposits 22,50,00,000
Balance in Mutual Funds 11,21,253
Total 22,74,66,631

AUDIT & AUDITORS

• STATUTORY AUDITORS

At the twenty-third AGM held on September 18, 2018 the Members approved appointment of L.B. Jha & Co., Chartered Accountants (Firm Registration No. 301088E) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of twenty-third AGM till the conclusion of the twenty-eighth AGM.

STATUTORY AUDITORS REPORT

The report given by the auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation or adverse remark made by the statutory auditors in their report nor have they reported any instances of fraud under Section 143 (12) of the Companies, Act, 2013.

• SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Ms. Disha Dugar, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Report of the Secretarial Audit is annexed herewith as Annexure A. There are no qualifications or adverse remark by the Secretarial Auditor in the Report. The Company has complied with Secretarial Standards - 1 and 2 relating to Board and General Meetings.

• COST AUDIT

As per the Companies (Cost Records & Audit) Amendment Rules, 2014 dated 31st December, 2014 the products of the Company do not fall under any of the Central Excise Tariff Act, 1985 heading which are covered for applicability of the above rules. Hence Cost Records are not required to be maintened and Cost Audit is not applicable to the company.

• INTERNAL AUDITORS

Pursuant to Section 138(1) of the Act M/s Garg Narender & Co., Chartered Accountants has been appointed as the Internal Auditor of your Company for the financial year 201819 to conduct the internal audit of your Company. The Internal Auditor reports to the Audit Committee of the Board of your Company and the report of internal audit is also placed at the meetings of the audit committee for review.

STATEMENT ON COMPLIANCES OF THE APPLICABLE SECRETARIAL STANDARDS

The Directors of your Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

EXTRACT OF THE ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub section (3) of section 92 of the Companies Act, 2013,read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return in Form no MGT-9 forms part of the Boards Report and is annexed herewith as Annexure B. A copy of the annual return shall be placed on the website of the company and the weblink of the same is provided hereunder http://www.rdbgroup.in/ annualreport.asp

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as stated in Regulations. The Company has complied with the Corporate Governance Code as stipulated under the SEBI Listing Regulations with the Stock Exchanges. The report on Management Discussion & Analysis Report and Corporate Governance as stipulated under Schedule V, Part B and Part C of the SEBI (LODR) Reg, 2015 forms an integral part of this Report.

CORPORATE GOVERNANCE CERTIFICATE

In compliance with the provisions of Regulation 34 of the SEBI (LODR) Reg, 2015 read with Schedule V of the said Regulations, the Corporate Governance Certificates issued by the Practicing Company Secretary Ms. Disha Dugar regarding compliance with the conditions of Corporate Governance as stipulated is annexed to this Report.

CHIEF EXECUTIVE OFFICER(CEO) /CHIEF FINANCIAL OFFICER(CFO) CERTIFICATION

The CEO/CFO certification as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been submitted to the Board and forms part of the Annual Report.

HEALTH, ENVIRONMENT AND SAFETY

Employees of the Company are the most valuable assets and their robust health and safety is one of the top priorities of the organization. The Company has committed to maintaining highest standard of safety, health environment protection and is complying with all applicable statutory requirements. Your Company is committed to provide a safe and secure environment to its women employees across the organization.

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

The Company is committed to create a safe and healthy working environment that enables the employees to work without fear or prejudice, gender bias and sexual harassment at workplace.

Accordingly in accordance with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formulated and adopted a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints were received under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENTS

The Board is grateful for continuous patronage of the valued customers of your Company. Your Directors wish to take the opportunity to thank the Central Government, State Governments, Financial Institutions and Banks, dealers and Customers, shareholders and to all others who are continuing their support and assistance to the Company. Further your Directors express their deep sense of appreciation towards all the employees and staff of the company for their unstinted support and trust.

For and on behalf of the Board of Directors

By order of the Board
RDB Rasayans Limited
Place : Kolkata Sd/-
Date : 30th Day of May, 2019 Shanti Lal Baid
Chairman & Managing Director
DIN :00056776