RAGHUNATH INTERNATIONAL LIMITED - · PDF fileCompanies Act, 2013, if any, read with the Companies ... In case a Member receives an email from NSDL [for members whose email IDs are

TWENTY THIRD ANNUAL REPORT2016 - 2017

RAGHUNATH INTERNATIONAL LIMITED

BOARD OF DIRECTORS MR. G.N. CHOUDHARY (DIN NO. 00012883) (Chairman & Whole Time Director)MR. PAWAN DWIVEDI (DIN NO. 07510284), (Director)MR. SAMAR BAHADUR SINGH (DIN NO. 00033510), (Director)MRS. PRIYANKA MISHRA (DIN No.07145586) (Director)

COMPANY SECRETARY MS. SNEHA PANDEY (Company Secretary & Compliance Officer)

AUDITORS: KUMAR PIYUSH & CO.Chartered Accountants

(Firm Registration No.: 005120N) C-5, Lajpat Nagar, Phase-III, New Delhi - 110024

SECRETARIAL AUDITORS SUSHIL GUPTA & ASSOCIATESCompany SecretariesG-206, 14/60-61, Yog Tower, Civil Lines, Kanpur-208001

REGISTERED OFFICE : Mandhana Bithoor Road, Village Chaudharipur, Bithoor, Kanpur - 209 201

CORPORATE OFFICE : 6926, Jaipuria Mills, Clock Tower, Subzi Mandi, Delhi - 110 007

SHARE TRANSFER AGENT Link Intime India Private LimitedNarang Tower 44, Community Centre, Naraina Industrial Area Phase-I New Delhi -110 028

CORPORATE IDENTITY NO.: L52312UP1994PLC022559

BANKERS STATE BANK OF INDIA

Notice 1

Directors' Report 6

Annexure to the report of the directors

-Extract of Annual Return 14

-Particular of Employees 23

-Secretarial Auditors' Report 26

Corporate Governance & Shareholders Information

Annexure to the Corporate Governance report 28

Management Discussion and Analysis Report 41

-Corporate Governance certificate 42

Independent Standalone Auditors' Report 44

Standalone Financial Statement 50

Cash Flow Statement 52

Segment Reporting 58

Notes forming Part of the Balance Sheet and Profit and Loss Account 59

Independent Consolidated Auditors Report 65

Consolidated Financial Statement 69

Cash Flow Statement Consolidated 71

Notes forming Part of the Consolidated Balance Sheet and Profit and Loss Account 75

Nomination Form 84

Proxy Form 85

Ballot Paper 86

Attendance Slip 87

Route Map 88

CONTENTS


SARIA GUPTA & CO.Chartered Accountants(Firm Registration No.: 003168N )10174/1A, Gurudwara Road,Karol Bagh, New Delhi-110005

1

TWENTY THIRD ANNUAL REPORT 2016 - 2017

NOTICE

Notice is hereby given that the Twenty Third (23rd) Annual General Meeting of the Members of RAGHUNATHINTERNATIONAL LIMITED will be held on Friday, 29th Day of September, 2017 at 11:00 A.M. at the Registered Officeof the Company situated at Mandhana Bithoor Road, Village Chaudharipur, Bithoor, Kanpur -209201 to transact thefollowing business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements)of the Company for the financial year ended on March 31st, 2017, together with the Boards' Report and theReport of Auditors' thereon.

2. To appoint a Director in place of Mr. G.N. Choudhary (DIN No.: 00012883), who retires by rotation and beingeligible, offers himself for re-appointment.

3. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), THEFOLLOWING RESOLUTION AS ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to the provisions of section 139, 142 and other applicable provisions, if any, of theCompanies Act, 2013, if any, read with the Companies(Audit & Auditors) Rules, 2014, framed there under, asamended from time to time, M/s Saria Gupta & Co. (Firm Registration No.: 003168N), Chartered Accountants,New Delhi, be and is hereby appointed as Statutory Auditors of the Company to hold office from the conclusionof this Annual General Meeting (AGM) until the conclusion of the Twenty Eighth (28th) Annual General Meetingof the Company (subject to ratification of their appointment at every AGM), in place of the retiring Auditors of theCompany M/s Kumar Piyush & Co. (Firm Registration No. 005120N), at such remuneration as may be mutuallyagreed between the Board of Directors of the Company and the Auditors."

Date : 26th August, 2017Place : Kanpur

By order of the BoardSd/-

Sneha Pandey(Company Secretary)

2


Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.THE PROXIES TO BE EFFECTIVE SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANYNOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. Pursuant to provisions of Section 105 of Companies Act, 2013 read with the applicable Rules thereto, a personcan act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than tenpercent of the total share capital of the company carrying voting rights. A member holding more than ten percent,of the total share capital of the company carrying voting rights may appoint a single person who shall not act asproxy for any other person or shareholder.

3. Corporate Member(s) intending to send their Authorized Representative(s) to attend the meetings are requestedto send, to the Company, a certified true copy of the board resolution pursuing to Section 113 of the CompaniesAct, 2013 authorising their Representative(s) to attend and vote on their behalf at the meeting.

4. The business set out in the notice will be transacted through electronic voting system and the Company isproviding facility for voting by electronic means instructions and other information relating to e-voting are givenin this notice under Note No.17. The Company will also send communication relating to remote E-voting which Interalia would contain details about User Id and Password.

5. The Explanatory statement pursuant to section 102 of the Companies Act, 2013 in respect of special business ofthe notice as set out above is annexed thereto.

6. M/s. Link Intime India Private Limited, Narang Tower 44, Community Centre, Naraina Industrial Area Phase- I, NewDelhi 110028 is the Registrar and Share Transfer Agent for physical shares of the Company. M/s Link Intime IndiaPrivate Limited is also the depository interface of the Company with both NSDL and CDSL.

7. Electronic Copy of the Annual Report for 2016-2017 is being sent to all the member(s) who's Email Ids areregistered with the Company/Depository Participant(s) for communication purposes, unless any member willrequest for a hard copy of the same. For members who have not registered their Email Address, Physical Copiesof the Annual Report For 2016-2017 is being sent in the permitted mode. Further member who have not registeredtheir email addresses so far, are requested to register their email address for receiving all communicationincluding Annual Report, Notices, Circulars, etc. from the Company Electronically.

8. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, 22ndSeptember, 2017 to Friday, 29th September, 2017 (both days inclusive).

9. Members/Proxies should bring the attendance slips duly filled in and signed for attending the meeting.

10. Members, who are holding shares in the identical order of names in more than one folio, are requested to writeto the Company to enable it to consolidate their holding in one folio.

11. Members are requested to quote their folio number, DP ID/Client ID and the Company's name in all correspondencewith M/s Link Intime India Private Limited, who is acting as our Registrar and Share Transfer Agent.

12. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore,requested to submit their PAN to their Depository Participants with whom they are maintaining their Demataccounts. Member holding shares in physical form can submit their PAN detail to the Company or to M/s. LinkIntime India Private Limited (RTA).

13. Members are requested to bring their copy of Annual Report in the Meeting.


3

14. The Company's shares are compulsorily traded in demat form; hence the member who are holding equity sharesin physical form are requested to get them dematerialized. Members can contact the Company's Share Registrarsand Transfer Agent's (M/s Link Intime India Private Limited) for assistance in this regard.

15. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011respectively) has undertaken a Green Initiative in Corporate Governance and allowed Companies to sharedocuments with its shareholders through an electronic mode. A recent amendment to the Listing Agreement withthe Stock Exchanges permits Companies to send soft copies of the Annual Report to all those shareholder whohave registered their email address for the said purpose. Members are requested to support this Green Initiativeby intimating their email address to the Company at the dedicated email ID i.e., [email protected].

16. As per the provisions of the Companies Act 2013, facility for making nomination is available for Members of theCompany in respect of shares held by them. The Members, who wish to nominate a person, may furnish therequired details to the Company in prescribed form.

17. Voting Through Electronic Means

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies(Management and Administration) Rules, 2014 as amended by the Companies (Management andAdministration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement, the Company ispleased to provide members facility to exercise their right to vote on resolutions proposed to be consideredat the Annual General Meeting by electronic means. The members may cast their votes using an electronicvoting system from a place other than venue of the Meeting ("remote e-voting").

II. The facility for voting through ballot paper shall be made available at the AGM and the members attendingthe meeting who have not cast their vote by remote e-voting shall be able to exercise their right at themeeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM butshall not be entitled to cast their vote again.

IV. The remote e-voting period will commence from 26th September, 2017 (09:00 AM) and ends on 28thSeptember, 2017 (05:00 PM). During this period members' of the Company, holding shares either inphysical form or in dematerialized form, as on the cut-off date of 22nd September, 2017, may cast theirvote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter.Once the vote on a resolution is cast by the member, the member shall not be allowed to change itsubsequently.

NOTE: The "remote e-voting" end time shall be 05:00 PM on the date preceding the date of general meeting andthe cut-off date shall not be earlier than 7 days before the date of general meeting.

V. The process and manner for remote e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered withthe Company/Depository Participants(s)] :

i. Open email and open PDF file viz; "remote e-voting.pdf" with your Client ID or Folio No. as password. Thesaid PDF file contains your user ID and password/PIN for remote e-voting. Please note that the passwordis an initial password.

ii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com.

iii. Click on Shareholder - Login

iv. Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

4

v. Password change menu appears. Change the password/PIN with new password of your choice withminimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended notto share your password with any other person and take utmost care to keep your password confidential.

vi. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

vii. Select "EVEN" of "Name of the company".

viii. Now you are ready for remote e-voting as Cast Vote page opens.

ix. Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.

x. Upon confirmation, the message "Vote cast successfully" will be displayed.

xi. Once you have voted on the resolution, you will not be allowed to modify your vote. Institutional shareholders(i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of therelevant Board Resolution/ Authority letter etc. together with attested specimen signature of the dulyauthorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail [email protected] with a copy marked to [email protected],

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registeredwith the Company/Depository Participants(s) or requesting physical copy] :

i. Initial password is provided as below/at the bottom of the Attendance Slip for the AGM.

ii. EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN

iii. Please follow all steps from S.No. (ii) to S.No. (xii) above, to cast vote.

iv. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remotee-voting user manual for Members available at the download section of www.evoting.nsdl.com or call ontoll free no.: 1800-222-080

v. If you are already registered with NSDL for remote e-voting then you can use your existing user ID andpassword/PIN for casting your vote

vi. You can also update your mobile number and e-mail id in the user profile details of the folio which may beused for sending future communication(s).

vii. Voting rights shall be reckoned on the paid up value of the shares registered in the name of the member/beneficial (in case of electronic shareholding) as on the cut-off date i.e. 22nd September, 2017.

viii. Any person, who acquires shares of the Company and become member of the Company after dispatchof the notice and holding shares as of the cut-off date i.e. 22nd September, 2017, may obtain the login IDand password by sending a request at [email protected] or Issuer/RTA.

ix. However, if you are already registered with NSDL for remote e-voting then you can use your existinguser ID and password for casting your vote. If you forgot your password, you can reset your passwordby using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL atthe following toll free no.: 1800-222-990.

x. A person, whose name is recorded in the register of members or in the register of beneficial ownersmaintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

xi. M/s. Sushil Gupta & Associates, Company Secretaries, Kanpur, (C.P. No. 5064), has been appointedas the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remotee-voting process in a fair and transparent manner.


5

xii. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held,allow voting with the assistance of scrutinizer, by use of "remote e-voting" or "Ballot Paper" or "PolingPaper" for all those members who are present at the AGM but have not cast their votes by availing theremote e-voting facility.

xiii. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes castat the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at leasttwo witnesses not in the employment of the Company and shall make, not later than three days of theconclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, ifany, to the Chairman or a person authorized by him in writing, who shall countersign the same anddeclare the result of the voting forthwith.

xiv. The Results declared along with the report of the Scrutinizer shall be placed on the website of theCompany www.raghunatintlimited.in and on the website of NSDL immediately after the declaration ofresult by the Chairman or a person authorized by him in writing. The results shall also be immediatelyforwarded to the BSE Limited, Mumbai.

xv. Subject to the receipt of requisite number of votes, the resolution shall be deemed to be passed on the date of theMeeting, i.e. 29th September, 2017.

NOTE: The Facility for Voting shall be decided by the Company i.e. "remote e-voting" or "Ballot Paper" or "PolingPaper". The members who opts, to caste their vote through Ballot or Poll, for the convenience of Shareholders,Polling paper/ Ballot paper (MGT- 12) are enclosed with Annual Report.

18. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspectionat the Registered Office of the Company between 11:00 AM and 1:00 PM on all working days except Saturdays,up to and including the date of the Annual General Meeting of the Company.

By order of the BoardSd/-

Sneha Pandey(Company Secretary)



6

RAGHUNATH INTERNATIONAL LIMITEDDIRECTORS' REPORT

To,The Members,Raghunath International LimitedYour Directors have pleasure in presenting their Twenty Third Annual Report on the business and operations ofthe Company together with the Annual Accounts for the Financial Year ended March 31, 2017. FINANCIAL RESULTSThe highlights of the Financial Results are as under:

Standalone Consolidated Particulars 2016-2017 2015-2016 2016-2017 2015-2016 Sales and Other Income (Gross) 42.250 64.953 42.250 64.953 Profit/(Loss) before Interest and Depreciation 2.317 23.428 2.317 23.428

Less: Finance Charges (0.004) (0.020) (0.004) (0.020) Less: Depreciation (0.704) (7.274) (0.704) (7.274) Profit/(Loss) for the Year 1.609 16.133 1.609 16.133 Add/(Less): Extraordinary Items 5.382 - 5.382 - Add/Less: Provision for Income Tax (1.332) (3.074) (1.332) (3.074)

Less: provision for Wealth Tax - - - - Add/(Less): Deferred Tax Assets/ (Liability) 0.270 0.356 0.270 0.356 Profit/(Loss) of the Associates - - 1.430 3.825

Net Profit/(Loss) for the Year 5.920 13.415 7.359 17.239 Add: Balance brought forward 169.830 159.415 169.830 159.415 Add: Post Acquisition reserve and surplus of Associates - - 38.710 34.884

Amount available for appropriation 5.920 13.415 5.920 13.415 Additions during the Year of Associates - - 1.430 3.825

Appropriation: - - - - Transfer to General Reserves 1.200 3.000 1.200 3.000 Surplus carried to the Balance Sheet 174.551 169.830 174.551 169.830

(Rupees in Lakhs)

DIRECTORS' REPORTTo,The Members,Raghunath International LimitedYour Directors have pleasure in presenting their Twenty Third Annual Report on the business and operations of theCompany together with the Annual Accounts for the Financial Year ended March 31, 2017.FINANCIAL RESULTSThe highlights of the Financial Results are as under:

OPERATIONSDuring the year under review, the Standalone Sales and Other Income of the Company decreased to Rs. 42.250 (lakhs)as compared to Rs. 64.953 (lakhs) in the Previous Year and the Consolidated Sales and Other Income of the Companyalso decreased to Rs. 42.250 (lakhs) as compared to Rs. 64.953 (lakhs) in the Previous Year. The Company has earneda profit of Rs. 5.920 (Lakhs) as against profit of Rs. 13.415 (Lakhs) in the previous year on Standalone basis andConsolidated basis the Company earned a profit of Rs. 7.359 (Lakhs) as against profit of Rs. 17.239 in previous year.The Company will focus on real estate and allied businesses and will formulate its strategies accordingly.SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements of the Company and its associates as per the applicable provisions of CompaniesAct, 2013 and Rules made there under, prepared in accordance with Accounting Standard 21 issued by the Institute ofChartered 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 theRegistered & Corporate Office of the Company. The Company will also make available copy thereof upon specificrequest by any Member of the Company interested in obtaining the same.RESERVESDuring the year under review, The Company has transferred Rs.1,20,000.00 (Rupees One Lakh Twenty Thousand)from the Profits of Current year 2016-2017, to general reserve of the Company & outstanding amount in the Generalreserve of the Company increased to Rs. 74.200 (lakhs).DIVIDENDDuring the year, the Company has earned inadequate profit and your Directors have decided to Plough back profits forthe expansion of business of the Company and hence no dividend could be recommended.

7


DEMATERIALIZATION OF EQUITY SHARESThe Company's equity shares are available for trading in the both Depository 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 March31st, 2017 is as under:-

Particulars No. of Shares Percentage Electronic Mode

NSDL 26,95,431 53.90

CDSL 4,37,089 08.75

31,32,520 62.65 Physical Mode 18,67,680 37.35

Total 50,00,200 100.00

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management andAdministration) Rules, 2014, an extract of annual return in MGT-9 as a part of this Annual Report is annexed herewithas ANNEXURE-I.

BOARD AND COMMITTEE MEETINGS

During the year, Ten Board Meetings were duly convened and held by the Company.

The Board has constituted an Audit Committee consisting of Mr. Samar Bahadur Singh (DIN No.: 00033510) Chairman,Mrs. Priyanka Mishra (DIN No.: 07145586) & Mr. Pawan Dwivedi (DIN No.: 07510284). There have not been any instancesduring the year when recommendations of the Audit Committee were not accepted by the Board.

Details of composition of the Board and its Committees and Meetings held and attendance of the Directors at suchMeetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 and the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 of the Companies Act 2013, with respect to the Directors' ResponsibilityStatement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended on 31st March, 2017, the applicableAccounting Standards had been followed and no material departures have been made from the same.

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

(iii) That Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.

(iv) That the Director has prepared the annual accounts for the financial year ended on 31st March, 2017, on 'GoingConcern' basis.

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

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

8


DIRECTORS AND KEY MANAGERIAL PERSONNELMr. G. N. Choudhary, Chairman and Whole Time Director (DIN No.: 00012883) of the Company will retire by rotation atthe ensuing Annual General Meeting and, being eligible, to offers himself for reappointment.

Mr. Samar Bahadur Singh, Director and Chairman of the Audit Committee (DIN No.: 00033510) is appointed asIndependent Non- Executive Director of the Company

Mr. Pawan Dwivedi, (DIN No.: 07510284) is appointed as Independent Non- Executive Director of the Company and theCFO of the Company.

Mrs. Priyanka Mishra, Director (DIN No.: 07145586) is appointed as an Independent Non-Executive Director.

*Ms. Sneha Pandey (ACS-52010) has been appointed as a Company Secretary and Compliance Officer (Whole TimeKey Managerial Personnel) with effect from 17th July, 2017.

*Mr. Shivir Kumar Shukla, (ACS-41704) who was appointed as a Company Secretary (Whole Time Key ManagerialPersonnel) on 16th December, 2015 has resigned from the Office with effect from 28th February, 2017 due to Personalreasons.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down underSection149 (6) of the Companies Act 2013 and Listing Agreement entered into with the Stock Exchanges. In the opinionof the Board, they fulfilled the conditions of independence as specified in the Act and the Rules made there under andare independent of the management. The declaration was placed before the board for their review.

Policy on Directors, KMP & Other EmployeesThe Company has adopted Governance Guidelines on Board's Effectiveness. The Governance Guidelines cover aspectsrelated 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, BoardEffectiveness 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 Boardbased on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of theCompany, 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 aperiodic basis, including each time a Director's appointment or re-appointment is required or not. The Committee is alsoresponsible for reviewing and vetting the CVs of potential candidate's vis-à-vis the required competencies and meetingpotential 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 attributesand independence of Directors in terms of provisions of Section 178 (3) of the Companies Act 2013 Act and Clause 49of the Listing Agreement.

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 Regulations of theSEBI (LODR) 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 andindustry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committeeconsiders 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 Boardof the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal andcommunication skills and soundness of judgment. Independent Directors are also expected to abide by the 'Code forIndependent Directors' as outlined in Schedule IV to the Companies Act 2013.

9


AUDITORS AND AUDITORS' REPORT

Statutory Auditors:

M/s Saria Gupta & Co. (Firm Registration No.: 003168N) Chartered Accountants, will be appointed as the StatutoryAuditors of the Company From the conclusion of ensuing Annual General Meeting and, until the conclusion of TwentyEighth (28th) AGM, in place of the M/s Kumar Piyush & Co. the Retiring Auditor of the Company, Subject to ratification andreappointment at every Annual General Meeting of the Company.

Statutory Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Cost Auditor Pursuant to Section 148 of the Companies Act 2013 the Company is not required to appoint cost auditorfor the Financial Year ended 2016-2017.

Cost Audit Report

As per the Cost Audit Orders, Cost Audit is not applicable on the Products and Business of the Company for the F.Y.2016-2017.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remunerationof 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 31stMarch, 2017.

Secretarial Auditors' Report

The Secretarial Audit Report is annexed as ANNEXURE-III. The Secretarial Audit Report for the financial year ended on31st March, 2017 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 Auditorof Company to ensure compliances and effectiveness of the Internal Control Systems in place, as per the decision takenduring the financial year 2016-2017. During the year, the Company continued to implement his suggestions andrecommendations to improve the control environment and his scope of work includes review of processes for safeguardingthe assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessingthe internal control strengths in all areas. Internal Auditor findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loan, Guarantees, Securities or Investments to any person or body corporate, undersection 186 of Companies Act, 2013 during the financial year 2016-17. The Company had passed the Special resolutionin its Twenty Second (22nd )Annual General Meeting, which was held on 29th September,2016, to empower the Boardof director of The Company, to give any loan to any other person or body corporate, to give any guarantee and providedany security in respect of the loan of any other person or body corporate in excess of the limit provided in Section 186,but aggregate of above shall not exceed the limit of Rs 100.00 Crores at any time in any financial year.

10


S.NO. Date of Transactions Particular/Purpose/Nature of Transactions Amount of Transaction

Not Applicable

RELATED PARTY TRANSACTIONS

The Board hereby confirms that the Company has not entered into any Contract and Arrangement with the RelatedParties during the year.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the AuditCommittee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactionsis placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms andconditions of the transactions. The Company has adopted a Related Party Transactions Policy. The Policy, as approvedby the Board, is uploaded on the Company's 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 detailedpresentations by its business functional heads on the Company operations, strategic business plans, new products andtechnologies, including significant aspects of the Industry and its future outlook. Details of familiarization programsextended to the Non-executive & Independent Directors during the year are also disclosed on the Company website atthe 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 sheetrelates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value ofinvestments, institution of cases by or against the company, sale or purchase of capital assets or destruction of anyassets etc.

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

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

CONSERVATION OF ENERGY

The Company's operations involve low energy consumption. There are no major areas where any energy Conservationmeasure can be taken. However, efforts are being made to conserve and optimize the use of energy, whereverpossible.

11


FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION OF TECHNOLOGY, RESEARCH ANDDEVELOPMENT:Technology Absorption:The Company is in Trading and real estate Industry and therefore, specific technology absorption, adaptations andinnovation 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 riskmanagement 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 thecommunities in which the company does business through its support of select programs, outreach efforts and initiativesthat 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 purchaseddirectly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (ShareCapital 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 aswell as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and other ComplianceCommittees. The manner in which the evaluation has been carried out has been explained in the Corporate GovernanceReport.

DETAILS OF SUBSIDARY/ JOINTVENTURES/ ASSOCIATE COMPANIES

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financialstatement of the Company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures,if any is given as AOC-1 [Statement containing salient features of the Financial Statement of subsidiaries/ associateCompanies/joint Ventures] as a part of Financial Statement.

12

DEPOSITS

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders which were passed by the Regulator or Courts or Tribunals impacting thegoing concern status and Company's operations in future.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism and Whistle Blower Policy in terms of Listing Agreement, to provide a formalmechanism to the Directors and employees, to report their concerns about unethical behaviour, actual or suspectedfraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the AuditCommittee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policyon Vigil Mechanism and W histle Blower Policy may be accessed on the Company website at http://www.raghunathintlimited.in/wbp.asp

PARTICULAR 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 ofemployees 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 theAnnual 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 arerequired 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 andappointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report.

CORPORATE GOVERNANCE REPORT

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance withthe provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Reports on Corporate Governanceis included in the Annual Report and Certificate dated 26th August, 2017 of the Secretarial Auditors' of your Companyconfirming the compliance of conditions of Corporate Governance is also annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS

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


13

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, Prohibitionand Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Womenat Workplace Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims toprovide protection to employees at the workplace and prevent and redress complaints of sexual harassment and formatters connected or incidental thereto, with the objective of providing a safe working environment, where employeesfeel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of SexualHarassment (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 2017-2018 to BSE Limited where theCompany's 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 theManagement.

For and on behalf of the Board For and on behalf of the Board

Sd/- Sd/-Place: Kanpur (G. N. Choudhary) (Samar Bahadur Singh)Date: 26th August, 2017 Whole -Time Director Director

(DIN No.: 00012883) (DIN No.: 00033510)


14

ANNEXURE I

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2017Pursuant to Section 92(3) of the Companies Act,2013 and rule 12(1) of the Company (Management &

Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L52312UP1994PLC022559

2. Registration Date 03-10-1994

3. Name of the Company RAGHUNATH INTERNATIONAL LIMITED

4. Category/Sub-category Public Companyof the Company

5. Address of the Registered Mandhana Bithoor Road ,Village Chaudharipur Bithoor, Kanpur,office & contact details Uttar Pradesh-209201

6. Whether listed company Listed

7. Name, Address & contact M/s Link Intime India Private Limited, Narang Tower 44,details of the Registrar Community Centre, Naraina Industrial Area Phase- I,& Transfer Agent, if any. New Delhi -110028

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY(All the business activities contributing 10% or more of the total turnover of the company shall bestated)S. No. Name and Description of NIC Code of the % to total turnover of the Company

main products / services Product/service

1 Real Estate And Development 4100 100.00

III. Particular of Holding, Subsidiary and Associate Companies

S. No. Name and Address CIN/ GLN Holding / % of Applicableof the Company subsidiary / Shares Section

Associate

1. Raghunath Builders U70101DL1994PTC062202 Associate 33.28 2(6)

Private Limited


15

%Changeduringtheyear

VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(i) Category-wise Share Holding

Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year Shareholders [As on 31-March-2016] [As on 31-March-2017]

Demat Physical Total % of Demat Physical Total % of Total Total Shares Shares

A. Promoters (1) Indian a) Individual/ HUF 8,70,020 4,30,000 13,00,020 25.99 8,700,20 4,30,000 13,00,020 25.99 0.00

b) Central Govt - - - - - - - -

c) State Govt(s) - - - - - - - -

d) Bodies Corp. 7,24,649 3,61,00 7,60,749 15.21 7,24,649 3,61,00 7,60,749 15.21 0.00

e) Banks / FI - - - -

f) Any other - - - -

Total shareholding 1594669 4,66,100 20,60,769 41.21 15,94,669 4,66,100 20,60,769 41.21 0.00

of Promoter (A)

B. Public Shareholding 1. Institutions a) Mutual Funds - - - - - - - -

b) Banks / FI - - - - - - - -

c) Central Govt - - - - - - - -

d) State Govt(s) - - - - - - - -

e) Venture - - - - - - - - Capital Funds

f) Insurance - - - - - - - -

g) FIIs - - - - - - - -

h) Foreign Venture - - - - - - - -

Capital Funds

i) Others (specify) - - - - - - - -

Sub-total (B)(1):- - - - - - - - -

2. Non- Institutions a) Bodies Corp. - - - - - - - -

i) Indian 1,11,848 49,400 1,61,248 3.22 113035 49400 162435 3.24 0.02

ii) Overseas - - - - - - - -


16

b) Individuals - - - - - - - -

i) Individual 8,92,111 12,36,180 21,28,291 42.56 8,94,131 12,34,180 21,28,311 42.56 0.00shareholdersholding nominalshare capital up to Rs.2 Lakh

ii) Individual 3,88,711 1,18,000 5,06,711 10.13 3,88,711 1,18,000 5,06,711 10.13 (00.00)shareholders holding nominalshare capital inexcess of Rs 2Lakh

c) Others - - - - - - - -(specify)

Non Resident 1 - 1 0.00 1 - 1 0.00 0.00Indians (Repat)

Non Resident - - - - 500 - 500 0.01 0.01Indians (Non Repat)

Overseas - - - - - - - -

Corporate Bodies

Foreign Nationals - - - - - - - -

Clearing Members 13,656 - 13,656 0.27 13,017 - 13,017 0.26 (0.01)

Trusts - - - - - - - -

Foreign Bodies - - - - - - - - -D R

HUF 1,29,524 - 1,29,524 2.59 1,28,456 - 1,28,456 2.56 (0.03)

Sub-total (B)(2):- - - - - - - - -

Total Public 15,33,851 14,03,580 29,39,431 58.77 15,37,851 14,01,580 29,39,431 58.76 0.00Shareholding (B)=(B)(1)+ (B)(2)

C. Shares held - - - - - - - -by Custodian forGDRs & ADRs

Grand Total 31,30,520 18,69,680 50,00,200 100.00 31,32,520 18,67,680 50,00,200 100.00 -(A+B+C)


17

(ii) Shareholding of Promoter

S. Shareholder's Name Shareholding at the Shareholding at the No. beginning of the year end of the year

1. Mr.Om Prakash Agrawal 205020 4.10 - 205020 4.10 - Nil

2. Mr. Jai Prakash Agrawal 137600 2.75 - 137600 2.75 - Nil

3. Mr. Sri Prakash Agrawal 145600 2.91 - 145600 2.91 - Nil

4. Mrs. Geeta Agrawal 50300 1.01 - 50300 1.01 - Nil

5. Mrs. Ranjana Agrawal 59500 1.19 - 59500 1.19 - Nil

6. Mrs. Alka Dalmia 22500 00.45 - 22500 00.45 - Nil

7. Om Prakash Agrawal 125000 2.50 - 125000 2.50 - Nil (HUF)

8. Jai Prakash Agrawal(HUF) 147000 2.94 - 147000 2.94 - Nil

9. Sri Prakash Agrawal (HUF) 40000 00.80 - 40000 00.80 - Nil

10. Mr. Yuvraj Dalmia 75000 1.50 - 75000 1.50 - Nil

11. Mr. Pulkit Dalmia 70000 1.40 - 70000 1.40 - Nil

12. Mr. Prakhar Dalmia 80000 1.60 - 80000 1.60 - Nil

13. Miss Stuti Dalmia 120000 2.40 - 120000 2.40 - Nil

14. Mrs. Sita Singhania 22500 00.45 - 22500 00.45 - Nil

15. Raghunath Holdings 705000 14.10 - 705000 14.10 - Nil and Finelease Private Limited

16. Sri Bio Tech India Limited 55749 1.11 - 55749 1.11 - Nil

Total 20,60,769 41.21 - 20,60,769 41.21 - Nil

No. ofShares

% of totalShares of thecompany

% of SharesPledged /encumberedto total shares

No. ofShares

% of totalShares ofthecompany

% ofSharesPledged/encumberedto totalshares

%change in shareholdingduringtheyear


18


(iii) Change in Promoters' Shareholding (please specify, if there is no change)

S. Particulars Shareholding at the Cumulative Shareholding No. beginning of the year during the year

No. of % of total No. of % of totalshares shares of shares shares of

the company the company

1. At the beginning of the year 20,60,769 41.21 20,60,769 41.21

2. Date wise Increase /Decrease in PromotersShareholding during theyear specifying the reasonsfor increase / decrease(e.g. allotment /transfer/ bonus/ sweat equity etc.):

3. At the end of the year 20,60,769 41.21 20,60,769 41.21

(iv) Shareholding Pattern of top ten Shareholder (Other than Directors, Promoters and Holders ofGDRs and ADRs):

S. For Each of Shareholding Date Reason Increase/ Decrease Cumulative No. the Top 10 at the beginning in Shareholding Shareholding

Shareholders of the year during the Year

No. of % of No. of shares total shares

shares of the Company

1. Mr. Ram Prakash 94200 1.88 1-4-2016 At the 94200 1.88

Sharma beginning of the year

No change - -

31-3-2017 At the End 94200 1.88 of the year

2. Mr.Arun Kumar 63400 1.27 01-4-2016 At the 63400 1.27 Goel beginning

of the year No Change - -

31-3-2017 At the End 63400 1.27 of the year

% oftotalsharesof thecompany

No. ofshares

% of totalshares ofthecompany

No Change during the year

19


3.

4.

5.

6.

7.

8.

9.

10.

Mr. VardhmanArvind Sancheti

Mr. Arvind KumarSancheti

Mrs. Sarita ArvindSancheti

Mr. RajendraNemichandBachhawat

Mr. Bhanwar LalChandak

Ms. Uma DeviChandak

Mr. Arvind KumarJ Sancheti

International Creditlimited

49839

49486

47472

45202

45000

45000

42958

35161

01.00

0.98

00.95

00.90

00.90

00.90

00.85

0.70

At thebeginingof the yearNo ChangeAt the Endof the year

01-4-201631-3-2017

- -

49839 01.00

01-4-2016 At thebeginingof the yearNo ChangeAt the Endof the year

31-3-2017- -

49000 00.98


31-3-2017- -

47472 00.95


31-3-2017

- -

45202 0.90


31-3-2017

- -

45000 00.90


31-3-2017

- -

42958 00.85

01-4-2016 At thebeginingof the yearNo Change

At the Endof the year

31-3-2017

01-4-2016 At thebeginingof the yearNo Change

At the Endof the year

31-3-2017

- -

35161 00.70

49839 01.00

49486 0.98

47472 00.95

45202 0.90

45000 00.90

45000 00.90

42958 00.85

35161 00.70

45000 00.90


20

(v) Shareholding of Directors and Key Managerial Personnel:

S. No. Shareholding of each Directors and Shareholding at theeach Key Managerial Personnel beginning of the year

1. At the beginning of the year NIL NIL

2. Date wise Increase / Decrease inPromoters Shareholding during the yearspecifying the reasons for increase/decrease (e.g. allotment / transfer NIL/ bonus/ sweat equity etc.):

3. At the end of the year NIL NIL

No. ofshares

% of totalshares of thecompany

No. ofshares

% of totalshares of thecompany

NIL

(V) INDEBTEDNESSSecured Loans Unsecured Deposits Totalexcluding deposits Loans

Cumulative Shareholdingduring the Year

Indebtednes

Indebtedness at 0 0 0 0 the beginning of the financial year

i) Principal Amount 0 0 0 0

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but 0 0 0 0 not due

Total (i+ii+iii) 0 0 0 0

Change in Indebtedness 0 0 0 0 during the financial year

* Addition 0 0 0 0

* Reduction 0 0 0 0

Net Change 0 0 0 0

Indebtedness at the end 0 0 0 0 of the financial year

i) Principal Amount 0 0 0 0

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but 0 0 0 0 not due

Total (i+ii+iii) 0 0 0 0

21


S. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount Mr. G.N. Choudhary

1 Gross salary 11,36,207.00(a) Salary as per provisions containedin section 17(1) of the Income-tax Act, 1961 9,63,707.00 -(b) Value of perquisites u/s 17(2) - -Income-tax Act, 1961(c) Profits in lieu of salary under 1,72,500.00 -section 17(3) Income- tax Act, 1961

2 Stock Option - -3 Sweat Equity - -4 Commission - -

- as % of profit- others, specify

5 Others, please specify - -Total (A) 11,36,207.00 11,36,207.00Ceiling as per the Act - -

S. Particulars of Name of Directors Total No. Remuneration Amount 1 Independent Directors

Fee for attending boardcommittee meetingsCommissionOthers, please specifyTotal (1)

2 Other Non-Executive - - - -DirectorsFee for attending board - - - -committee meetingsCommission - - - -Others, please specify - - - -Total (2) - - - -Total (B)=(1+2) 0 0 0 0Total Managerial 0 0 0 0RemunerationOverall Ceiling as perthe Act

Mr. PawanDwivedi

(DIN No. 07510284)

Mrs. PriyankaMishra

(DIN No.07145586)

Mr. SamarBahadur Singh

(DIN No.0003510)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

NIL

A. Remuneration to other directors

22


C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

S. No. Particulars of Remuneration Key Managerial PersonnelCFO CS CEO Total

1. Gross salary -

(a) Salary as per provisions contained in - - 9,63,707.00 9,63,707.00 section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax - - - - Act, 1961

(c) Profits in lieu of salary under section - 1,72,500.00 1,72,500.00 17(3) Income-tax Act, 1961

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission - - - -

- as % of profit - - - -

others, specify - - - -

5. Others, please specify - - - -

Total - - 11,36,207.00 11,36,207.00

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type

A. COMPANY Penalty Punishment NONE Compounding B. DIRECTORS Penalty Punishment NONE Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment NONE Compunding

Details of Penalty /Punishment /

Compounding feesimposed

Section of theCompanies Act

BriefDescription

Authority[RD / NCLT/

COURT]

Appeal made,if any (give

Details)

For and on behalf of the Board For and on behalf of the Board

Place: Kanpur (G. N. Choudhary) (Samar Bahadur Singh)Date: 26th August, 2017 Whole -Time Director Director (DIN No.: 00012883) (DIN No.: 00033510)

23


Name Of Director/KMP and Designation

Ratio ofremunerationof each director/to medianof remunerationemployees

Comparison of the Remuneration of the KMP against the Performance of the Company:

Particulars (Amount in Rs.)Aggregate remuneration of KMP's in Financial 11,36,207Year 2016-2017Revenue 42,25,042

Remuneration of KMP's (as % of Revenue) 26.89

Profit Before Tax(PBT) 6,99,210.34

Remuneration of KMP's (as % of PBT) 162.50

Annexure - II-ADETAILS PERTAINING TO REMUNERATION AS REQUIRED U/S 197(12) OF THE COMPANIES ACT 2013 READ WITHTHE RULE 5(1) OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014The Percentage increase in remuneration of each Director and Company Secretary during the financial year 2016-2017, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for theYear ended 2016-2017 and the comparison of the remuneration of Key Managerial Personnel against the performanceof the Company are as under:

SR. No.

1. Mr. G.N. Choudhary 11,36,207.00 Nil 2.40(Whole Time Director)

2. Mr. Samar Bahadur Singh Nil Nil Nil(Director)

3. Mr. Pawan Dwivedi Nil Nil Nil(Director)

4. Mrs. Priyanka Mishra Nil Nil Nil(Director)

5. *Mr. Shivir Kumar Shukla Nil Nil Nil

Remuneration ofDirector/ KMP forthe financial year2016-2017

% increase/decrease inremuneration in the financialyear 2016-2017

* Mr. Shivir Kumar Shukla (ACS-41704) was Company Secretary of Raghunath international Limited, Has resignedfrom the office due to some personal reasons w.e.f. 28th February, 2017.

(i) The median remuneration of employees of the Company during the financial year was Rs 10,41,310/-.(ii) There was 1 permanent employee on the rolls of the company during the year 2016-2017.(iii) In the Financial year, there was increase of 12.43% in the median remuneration of the Employees.(iv) Comparison of the remuneration of the key managerial personnel against the performance of the Company.

24


There was no increase decrease in the total remuneration of Key Managerial personnel from last year, whereasthe Profit before tax decreased by Rs. 9.14 (lakh) in 2016-2017 (Rs. 44.84 in 2015-2016).

(v) Variation in the Market Capitalisation of the Company:

1. The Market Capitalisation as on 31st March, 2017 was Rs. 188.00 (lakhs) whereas on 31st March 2016 it was79.50 (lakhs).

2. Price Earnings Ratio of the Company was 31.75 as at 31st March 2017, whereas on 31st March 2016 it was 5.89

3. Increase/ decrease over in the market quotations of the shares of the Company in Comparison to the rate atwhich the Company came out with last public offer:

The Company had come out with its IPO (Initial public offer on, 3rd Feb, 1995. At that time the market rate of theshares was Rs. 10.00 per share, and during the 31st March, 2017, the market quotation of the shares wasRs.3.76 per share. Thus, it indicates fall in the growth rate of the Company from 62.4%.

(vi) Percentage increase made in the salaries of employees other than the Managerial personnel in thefinancial year 2016-2017, 2.19%, whereas there was no change in the managerial personnel in the samefinancial Year.

(vii) The key parameters for the Variable Component of remuneration availed by the directors are consideredby board of Directors on the recommendations of the Nomination and Remuneration Committee as per theRemuneration policy for Directors, Key Managerial Personnel and Other Employees.

(viii) It is hereby affirmed that the remuneration is paid as per the remuneration policy for the Directors, Keymanagerial Personnel and other employees.

25


Annexure - II-B

DDETAILS PERTAINING TO REMUNERATION AS REQUIRED U/S 197(12) OF THE COMPANIES ACT 2013READ WITH THE RULE 5(2) OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL

PERSONNEL) RULES 2014

Name of Employee

Designation

Remuneration

Name of Employee whethercontractual or otherwise

Qualification and Experience

Date of Commencement

Age

Last Employed held by SuchEmployee before Joining theCompany

Percentage of Equity Sharesheld by the Employee in theCompany

Whether any Such Employee isa relative of any Director orManager of the Company andif so, Name of Such Director or Manager

Mr. Shankar Lal Agarwal

General Manager (Accounts)

9,46,413.00

Otherwise

Graduate

01.03.2008

56

N.A.

Nil

N.A.

Mr. G.N. Choudhary

Whole Time Director

11,36,207.00

Otherwise

Graduate

31.03.2008

55

N.A.

Nil

N.A.

26

FORM NO. MR- 3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2017[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

Raghunath International Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to goodcorporate practices by Raghunath International Limited. Secretarial Audit was conducted in a manner that provided usa reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Raghunath International Limited, books, papers, minute books, forms and returns filedand other records maintained by the Company and also the information provided by the Company, its officers, agentsand authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, theCompany has, during the audit period covering the financial year ended on 31st march 2017, complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism inplace to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by RaghunathInternational Limited, for the Financial Year ended on 31st March 2017 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made there under;II. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made there under.III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under.IV. Foreign Exchange Management Act, 1999 and the rules and regulations made there /under to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 ('SEBI Act'):-a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011.b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009.d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999;e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;f . The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993, regarding the Companies Act and dealing with client.g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;h. The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998;

I have also examined compliance with the applicable clauses of the following:i) Secretarial Standards issued by The Institute of Company Secretaries of India.

ii) The Listing Agreements entered into by the Company with the BSE Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards, Listing Agreements etc mentioned above subject to the following observations:


Annexure-III

27

Particulars of disputed dues in respect of Income tax, Custom and Excise duty:

Name of statue Nature of the Amount(Rupees Period to which Forum where thedues in lakh) the amount relates dispute is pending

Central Excise Excise Rs. 24.69 (Demand Assessmentand Custom Act was Rs. 32.86 Lakh Year 2003-2004

and Rs.8.17 Lakhhas already beendeposited underprotest)

Central Excise, Excise Rs. 6,891.57Kanpur, Uttar Pradesh(The matter is underSub-judice CentralExcise and Custom Act

Income Tax Act Income Tax Rs. 196.28 Assessment Year2005-2006

(Demand was Rs.7,191.57 Lakh and Rs.300.00 Lakh hasalready beendeposited underProtest)

Till the date ofsearch i.e.09.05.2008

The DeputyCommissionerCentral Excise,Kanpur, Uttar Pradesh(The matter is sub-judiced)

The CommissionerCentral Excise,Kanpur, Uttar Pradesh(The matter is underSub-judice)

The Commissionerof Income tax(Appeals)New Delhi (Thematter is underSub-judice)

(Demand raisedby Income taxdepartment)

I further report that:-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors. The changes in the composition of the Board of Directors that took place during theperiod under review were carried out in compliance with the provisions of the Companies Act, 2013.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda weresent at least seven days in advance, and a system exists for seeking and obtaining further information and clarificationson the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of theminutes.

I further report that, there are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: KanpurDate: 26th August, 2017


Sd/-For Sushil Gupta & Associates

Company Secretaries

Sd/-(Sushil Kumar Gupta)

(Proprietor)C.P. No.: 5064M. No. F3151

28


Annexure-IVCORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED ON 31ST MARCH 2017

1 Company PhilosophyCorporate Governance is based on the principles of integrity, fairness, equity, transparency, accountability andcommitment to values. Good governance practices stem from the culture and mindset of the organization. TheCompany believes that good Corporate Governance practices should be enshrined in all activities of the Company.This would ensure efficient conduct of the affairs of the Company and help the Company achieve its goal ofmaximizing value for all its stakeholders. The Company has a strong legacy of fair, transparent and ethicalgovernance. The Company recognizes that good Corporate Governance is a continuing exercise and reiteratesits commitment to pursue highest standards of Corporate Governance in the overall interest of all the stakeholders.

2 Board of Directorsa) Composition as on March 31, 2017Category No. of directorsNon-Executive & Independent 3

Directors including the ChairmanOther Non-Executive Directors -

Executive Director 1

(Whole Time Director)Total 4

Other Relevant details of DirectorsName of Director Date of Category

Appointment

Member ChairmanMr. G.N. Choudhary 29-09-2016 Executive, Whole 1 0 0(DIN No. 00012883) Time Director

Mr. Samar Bahadur Singh 04-07-2003 Chairman, Non 0 0 0(DIN No.00033510) Executive,

Independent Director

Mr. Pawan Dwivedi 05-05-2016 Non Executive , 0 0 0 (DIN 07510284) Independent Director

Mrs. Priyanka Mishra 31-03-2015 Non Executive , 0 0 0( DIN No. 07145586) Independent Director

No. of Director-ship(s)

held in otherIndian public

LimitedCompanies

Committee(s)position) held in

other Indianpublic & Private

LimitedCompanies

29


b) Board Meetings

There were Ten (10 )Board Meetings held during the year 2016-2017, 08-April-2016, 05-May-2016, 12- May -2016, 30- May-2016, 13-Aug-2016, 1-Sep-2016, 29-Sep-2016, 14-Nov-2016, 14-Feb-2017 and 28-Feb-2017.

Name of Employee

Mr. G.N Choudhary(DIN No. 00012883)

Mr. Samar Bahadur Singh (DIN No. 00033510)

*Mr. Pawan Dwivedi ( DIN No. 07510284)

Mrs. Priyanka Mishra( DIN No. 07145586)

No. of Board MeetingAttended

Whether Attended theLast AGM

10

10

9

10

Yes

Yes

Yes

Yes

*Mr. Pawan Dwivedi was appointed as Additional Director w.e.f. 05-05-2016 and was regularized during the AnnualGeneral Meeting held on 29th September 2016.

c) Separate Meeting of Independent DirectorsA separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors andmembers of management, was held on 28.02.2017, as required under Schedule IV to the Companies Act, 2013(Code forIndependent Directors) At the Meeting, the Independent Directors:

a) Reviewed the performance of Non-Independent Directors and the Board as a whole.b) Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director

and Non-Executive Directors, andc) Assessed the quality, quantity and timeliness of flow of information between the Company management and the

Board that is necessary for the Board to effectively and reasonably perform their duties.Mr. Samar Bahadur Singh, Mrs. Priyanka Mishra and Mr. Pawan Dwivedi attended the Meeting of Independent Directors.Mr. G.N. Choudhary chaired the Meeting.

d) Annual Evaluation of Board Performance And Performance of Its Committees And of DirectorsPursuant to the Provisions of the Companies Act, 2013, and Regulation 4 and Regulation 17 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its ownperformance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for thePerformance Evaluation process for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities,Board structure and composition, establishment and delineation of responsibilities to various Committees, effectivenessof Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on keyaspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Boardmembers and motivating and providing guidance to the Whole Time Director & CEO.

Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities,adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Directorbeing evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors who also reviewed the performance of the Board as a whole. The Nomination and RemunerationCommittee also reviewed the performance of the Board, its Committees and of the Directors.

30


Name of Director Category No. of meeting AttendedMr. Samar Bahadur Singh ( DIN No. 00033510) Non Executive , 4(Chairman) Independent Director

*Mr. Pawan Dwivedi (DIN No. 07510284) Non Executive, 4Independent Director

Mrs. Priyanka Mishra (DIN No. 07145586) Non Executive , 4Independent Director

The Chairman of the Board provides feedback to the Directors on an individual basis, as appropriate. Significanthighlights, learning and action points with respect to the evaluation were presented to the Board.

e) Familiarization Programme for Independent DirectorsThe Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company,nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.These include orientation programme upon induction of new Directors, as well as other initiatives to update the Directorson a continuing basis. The Familiarisation programme for Independent Directors is disclosed on the Company's websiteat the following web link http://www.raghunathintlimited.in/images/pdf/FP.pdf

3. Committees of the Board(a) Audit CommitteeThe Audit Committee has been constituted as per Section 177 of the Companies Act 2013, and the guidelines set out inthe Listing Agreements with the Stock Exchanges. The terms of the reference of the Audit Committee are as per theGuidelines set out in the Listing Agreement with the Stock Exchanges that inter-alia include the overview of theCompany's financial reporting processes, review of quarterly, half-yearly and annual financial statements, review ofadequacy of internal control systems, review of financial and risk management policies and review of significant findingand adequacy of internal control system.

During the Year 2016-2017, 4 (Four meetings of Audit Committee were held on 30-May-2016, 13-Aug-2016, 14-Nov-2016 and 14-Feb-2017.

The Composition of the Audit Committee as at March 31st, 2017 and details of the Members participation at the Meetingsof the Committee are as under:

*Mr. Pawan Dwivedi Appointed as Additional Director w.e.f. 05-05-2016 and was regularized in the Annual GeneralMeeting held on 29th September, 2016.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the CompaniesAct, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:

Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges,regulatory authorities or the public.

Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited ReviewReport thereon/audited annual financial statements and Auditors' Report thereon before submission to the Boardfor approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for thesame, major accounting estimates based on exercise of judgement by the Management, significant adjustmentsmade in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

Review the Management Discussion & Analysis of financial and operational performance.

Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company'saccounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP).

31


Composition of the Nomination and Remuneration CommitteeName of Director CategoryMr. Samar Bahadur Singh (DIN No. 00033510) Non Executive , Independent Director* Mr. Pawan Dwivedi ( DIN No. 07510284) Non Executive , Additional DirectorMrs. Priyanka Mishra( DIN No. 07145586) Non Executive , Independent Director**Mr. Shiv Prakash Trivedi (DIN No. 00710843) Non Executive , Independent Director

* Appointed as Additional Director w.e.f. 05-05-2016 and was regularized in the Annual general meeting held on 29thSeptember, 2016.

No Meeting of Nomination & Remuneration Committee was held During the year 2016-2017.

Remuneration PolicyThe key components of the Company's Remuneration policy are:

Remuneration will be a major driver of performance.Remuneration will be transparent, fair and simple to administer.

Remuneration is determined in accordance with experience and nature of responsibilities.Remuneration will be fully legal and tax compliant.

At present, the Company is not paying remuneration / sitting fees to its Non-Executive Directors. However, remuneratingto the Non Executive Directors by way of payment of sitting fee is under consideration. Non Executive Directors do nothold any shares and convertible instruments of the Company.

The remuneration paid during the year ended 31st March, 2017 to Mr. G.N. Choudhary, (DIN No.: 00012883) Whole-timeDirector is Rs. 11,36,207/- (Rupees Eleven Lacs Thirty Six Thousand Two Hundred Seven only) per Annum.

The detail of service contract of Whole-time Director of the Company is as under:

Members of the Audit Committee have the requisite qualification for appointment on the Committee and possess soundknowledge of finance, accounting practices and internal controls.During the year under review, the Audit Committee held a separate meeting with the Statutory Auditors and the ChiefInternal Auditor to get their inputs on significant matters relating to their areas of audit.(b) Nomination and Remuneration CommitteeIn Compliance with Section 178 of the Companies Act, 2013, the Board has renamed the existing "RemunerationCommittee" as the "Nomination and Remuneration Committee".The terms of reference of the Committee inter alia, include the following:

Succession planning of the Board of Directors and Senior Management Employees.Identifying and selection of candidates for appointment as Directors / Independent Directors based on certainlaid down criteria.Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Managementpositions.Formulate and review from time to time the policy for selection and appointment of Directors, Key ManagerialPersonnel and senior management employees and their remuneration.Review the performance of the Board of Directors and Senior Management Employees based on certain criteriaas approved by the Board.

:Name Date of Reappointment Tenure From ToMr. G.N. Choudhary 31st August 2015 5 Years 31st August, 2015 30th August, 2020( DIN No. 00012883)

32

-Notice period as per Company Rules.

-No Severance Fee and Stock is Payable.

(c) Corporate Social Responsibility (CSR) CommitteeThe Board of Directors of the Company, hereby Confirms that the Provisions of Section 135(1) of the Companies Act,2013 are not applicable on our Company. Thus, it's not mandatory for our Company to constitute Corporate SocialResponsibility Committee.

(d) Risk Management CommitteeBusiness Risk Evaluation and Management is an on-going process within the Organization. The Company has a robustrisk management framework to identify, monitor and minimize risks as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

Oversight of risk management performed by the executive management.

Reviewing the Business Risk Management (BRM) policy and framework in line with local legal requirements andSEBI guidelines.Reviewing risks and evaluates treatment including initiating mitigation actions and ownership as per a pre-defined cycle.Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

Name of the Member CategoryMr. Samar Bahadur Singh (DIN No. 00033510) Non Executive, Independent Director

Mr. Pawan Dwivedi ( DIN No. 07510284) Non Executive, Independent Director

Mrs. Priyanka Mishra( DIN No. 07145586) Non Executive , Independent Director

No Meeting of Risk Management Committee was held during the year 2016-2017.

(e) Stakeholders' Relationship CommitteeIn compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board hasrenamed the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee".

a. Approval of requests received for transfer/transmission of shares including dematerialization /re-materializationof securities.

b. Approval of requests received for issue of duplicate certificates.

c. Rejection of requests for share transfers, wherever applicable.

d. Redressal of serious complaints received from shareholders/investors on non-receipt of shares after transferin the physical form, complaints on Non-receipt of Balance Sheet, dividend etc.

The composition of the Stakeholders' Relationship Committee as at March 31, 2017 and details of the Members participationat the Meetings of the Committee are as under:

Composition of the Stakeholders' Relationship Committee

Name of Director Category

Mr. Samar Bahadur Singh (DIN No. 00033510) Non Executive, Independent Director

Mr. Pawan Dwivedi ( DIN No. 07510284) Non Executive, Independent Director

Mrs. Priyanka Mishra( DIN No. 07145586) Non Executive, Independent Director


33

TWENTY THIRD ANNUAL REPORT 2016 - 2017During the Year 2016-2017, 6 (Six) Meetings were held on 09th September,2016, 14th October, 2016, 02th November,2016, 20th January, 2017, 23rd February, 2017 and 27th February,2017.

Details of Complaints received during the year

Nature of Complaint 2016-2017Received Cleared Pending

Non receipt of Share Certificate 0 0 0 duly transferred Non-receipt of Annual report 0 0 04. (a) General Body MeetingsThe Last three Annual General Meetings were held as per the details given below:

Year Date Day/Time Venue Place Special Resolution 2013-2014 29.09.2014, Monday, Mandhana Bithoor

11.00A.M Road, VillageChaudhripur,Bithoor, Kanpur

During the Year 2016-2017, 6 (Six) Meetings were held on 09th September,2016, 14th October, 2016, 02th November,2016, 20th January, 2017, 23rd February, 2017 and 27th February,2017.

Approval for giving loan to anyother person, body corporate,to provide security andguarantee in respect of loanof other person, acquire byacquisition or otherwise thesecurities of other bodycorporate.2. Approval for borrowings.3. Approval for investment.4. Approval for related partytransaction.5. Approval for Acceptingdeposit from the public.6. Approval for Alteration ofAOA for adoption of new setunder Companies Act 2013.

2014-2015 29.09.2015, Tuesday,11.00 A.M.

1. Approval for Appointmentof Whole Time Director.2. Approval for Appointmentof Additional Director.

2015-2016 29.09.2016, Thursday,11.00 A.M.

Mandhana BithoorRoad, VillageChaudhripur,Bithoor, Kanpur

Mandhana BithoorRoad, VillageChaudhripur,Bithoor, Kanpur

1. Regularization of Mr. PawanDwivedi who was appointedas the Additional Director.2. Approval for giving loan toany other person, bodycorporate, to provide securityand guarantee in respect ofloan of other person, acquireby acquisition or otherwise thesecurities of other bodycorporate.3. Approval for borrowings.4. Approval for investment.5. Approval for related partytransaction.

34


(b) Extraordinary General Meeting (EGM)No Extraordinary General Meetings held during the year.

(c) Postal BallotDuring the year ended 31st March, 2017, there was no special resolution passed by the Company's shareholdersrequiring voting by postal ballot.5. Disclosures:(a) Disclosure on materially significant related party transactions, pecuniary or business relationshipwith the CompanyThere have been no materially significant related party transactions that may have potential conflict with the interests ofthe Company or its associates, with any of the directors or their relatives during the year 2016-17. However, a detaileddisclosure on Related Party Transactions has been made at Sr. No. 28 (b) in the Notes to Accounts appearing under(Significant Accounting Policies and Notes to Accounts) forming part of Balance Sheet.(b) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by theStock Exchange(s) or SEBI or any Statutory Authority on any matters related to Capital MarketNo penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutoryauthority, on any matter related to capital markets during the last 3 years.

(c) Whistle Blower PolicyThe Company has formulated a policy known as 'Whistle Blower Policy' to allow and encourage our employees to bringto the Management's Notice (Audit Committee) directly, without necessarily informing their superiors about suspectedunethical behaviour, malpractice, wrongful conduct, fraud, violation of the Company's policies including code of conduct,violation of law or questionable accounting or auditing matters by any employee/director in the Company without fear ofreprisal.The Company further undertakes that it has not denied any personnel access to the Audit Committee of the Company inrespect of matters involving alleged misconduct/malpractice/unethical behaviour and that it has provided protection to'Whistle Blowers' from unfair termination and other unfair or prejudicial employment practices. The Policy on VigilMechanism and Whistle Blower Policy may be accessed on the Company website at www.raghunathintlimited.in at thefollowing web link http://www.raghunathintlimited.in/wbp.asp(d) Details of compliance with the mandatory requirements and adoption of non-mandatory requirementsof SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015The Company has complied with the mandatory requirements and it has adopted the process of non-mandatoryrequirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever feasible.(e) Code of ConductThe Board of Directors of your Company has laid down the Code of Conduct for all Board Members and SeniorManagement of the Company, which delineates the principles governing the conduct of employees including Directors,with all the stakeholders of the Company. The code covers transparency, legal compliances, concern of occupationalhealth, safety and environment, a gender friendly work place and philosophy of leading by personal examples.All Board Members and Senior Management of your Company ensure the compliances with these principles. The Boardis responsible for ensuring that these principles are communicated to, understood and observed by all employees.Compliance of the code is subject to the review by the Board supported by the Audit Committee of the Board. The Codehas been posted on the Company's website www.raghunathintlimited.in at the following weblink. http://www.raghunathintlimited.in/cebd.asp(f) Disclosure regarding appointment and reappointment of DirectorsIn accordance with the provisions of the Companies Act 2013 and Articles of Association of the Company, Mr. G.N.Choudhary (DIN NO. 00012883), Whole Time Director of the Company, will retire by rotation at the ensuing AnnualGeneral Meeting and being eligible, offer himself for re-appointment as a Whole Time Director of the Company.

Mr. G.N. Choudhary (DIN NO. 00012883), Whole Time Director aged 55 Years is a Commerce Graduate having wideexperience in the field of Accounts and Taxation. He holds Directorship in one of the other Public Company.

35


(g) Compliance with Accounting Standards

In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant toCompanies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 2013.The significant accounting policies which are consistently applied have been set out in the Notes to the FinancialStatements.

(h) CEO & CFO Certification

The CFO and CEO of the Company have issued certificate pursuant to the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 certifying that the financial statements do not contain any untrue statementand these statements represent a true and fair view of the Company's affairs, was placed before the board for theirreview.

6. Prevention Of Insider Trading

The board has laid down Code of Conduct for insider trading in Compliance with SEBI (Prohibition of insider trading /regulations 1992). All the directors and Senior Management Personnel who are expected to have access to unpublishedPrice Sensitive information Concerning the Company is responsible for adherence to this code. The Company is beingadhered to in letter and in spirit. The Code has posted on the Company website i.e. www.raghunathintlimited.in. TheCompliance officer (Ms. Sneha Pandey) is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code and it was signed by thewhole time director of the Company.

7. Means of Communication

1. Half-yearly Report sent to each Shareholder No, The Company is publishing the results inNational and Regional Newspapers

2. Quarterly Results Quarterly Results are announced within 45(Forty Five) Days of the end of the respectivequarter, which are normally published in ThePioneer (English) and Rashtriya Sahara (Hindi)

3. Any website, where displayed www.raghunathintlimited.in

4. Whether it also displays official news releases Not Applicableand the presentations made to Institutional Investorsor to the Analysts

5. Whether Management Discussion & Analysis Yesis a part of Annual Report

6. Whether Shareholder Information section Yesforms part of Annual Report

8. General Shareholder Information(a) Date, Time and Venue of Annual General MeetingThe Company will hold its Twenty Third (23rd) Annual General Meeting on Friday, 29th Day of September, 2017 at 11:00A.M. at the Registered Office of the Company at Mandhana Bithoor Road, Village-Chaudhripur, Bithoor, Kanpur - 209201.

(b) Financial Calendar (tentative and subject to change)The Company expects to announce the unaudited quarterly results for the year 2017-18, as per the following schedule:

36

Financial Reporting for the Quarter ending June 30th, 2017 14th August, 2017

Quarterly Limited Review Report for the Quarter ended on June 30th, 2017 14th August, 2017

Financial Reporting for the Quarter ending September 30th, 2017 and Half-year results 14th November, 2017

Quarterly Limited Review Report for the Quarter ended on September 30th, 2017 14th November, 2017

Financial Reporting for the Quarter ending December 31st, 2017 14th February, 2018

Quarterly Limited Review Report for the Quarter ended on December 31st, 2017 14th February, 2018

The Audited Results of the Company for the year 2017-2018 will be announced on or before 30th May, 2018 which willinclude the results of the fourth quarter of the year 2017-2018.

(c) Date of Book Closure

The Company's Register of Members and Share Transfer Book will remain closed from Friday, 22nd September, 2017to Friday, 29th September, 2017 (both days inclusive).

(d) Dividend Payment Date

The Board of Directors has not recommended any dividend for the financial year 2016-2017.

(e) Listing on Stock Exchanges

The Equity shares of the Company as on March 31st, 2017 were listed on Bombay Stock Exchange Limited, Mumbai. TheCompany has paid its Annual Listing Fees to the Stock Exchanges (BSE Limited) for the year 2016-2017.

(f) Stock Code

BSE Limited, Mumbai : 526813

(g) Registrar and Transfer Agents for shares held in Physical as well as Depository mode

Link Intime India Pvt. Ltd.Narang Tower 44,Community Centre,Naraina Industrial Area Phase-1,Ph: 011-41410592-94New Delhi-110028E-mail: [email protected]

(h) Stock Market Data

Market Price Data- Monthly high/low of Company's Equity shares during the financial year 2016-2017 on the BSE alongwith performance in comparison to BSE Sensex is given as under:


37


Share Price on BSE vis-à-vis BSE Sensex April 16 - March 2017

Month BSE Sensex Close Share Price Turnover

High L o w Close High L o w CloseApril, 2016 26,100.54 24,523.20 25,606.62 1.52 1.46 1.46 1200 1,786

May, 2016 26,837.20 25,057.93 26,667.96 1.39 1.33 1.33 1468 1,986

June, 2016 27,105.41 25,911.33 26,999.72 1.29 1.29 1.48 280 369

July, 2016 28,240.20 27,034.13 28,051.86 1.55 1.4 1.47 7820 12,124

August, 2016 28,532.25 27,627.97 28,452.17 1.4 1.4 1.47 610 886

September, 2016 29,077.28 27,716.78 27,852.96 1.54 1.54 1.63 1247 1973

October, 2016 28,477.65 27,488.30 27,930.21 1.71 1.58 1.65 859 1422

November, 2016 28,029.80 25,717.93 26,652.21 1.73 1.73 1.81 2200 3814

December, 2016 26,803.76 25,753.74 26,626.42 1.9 1.9 2.35 20361 46665

January, 2017 27,980.39 26,447.06 27,655.96 2.46 2.46 3.05 2962 8467

February, 2017 29,065.31 27,590.10 28,743.32 3.2 3.2 3.76 3845 14038

March, 2017 29,824.62 28.716.21 29,620.50 3.76 3.42 3.76 7153 26611

No. ofsharestradedduring themonth

(i) SHARE TRANSFER SYSTEM / DIVIDEND AND OTHER RELATED MATTERSShare transfersShare transfers in physical form are processed and the share certificates are generally returned to the transfereeswithin a period of fifteen days from the date of receipt of transfer provided the transfer documents lodged with theCompany are complete in all respects.

Nomination facility for shareholdingAs per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect ofshares held by them. Members holding shares in physical form may obtain nomination form, from the Share Departmentof the Company or download the same from the Company's website. Members holding shares in dematerialized formshould contact their Depository Participants (DP) in this regard.

Permanent Account Number (PAN)Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card ofthe transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the servicesof transfer, transposition, transmission and issue of duplicate share certificates.

Reconciliation of Share Capital AuditAs required by the Securities & Exchange Board of India (SEBI) quarterly audit of the Company's share capital has beencarried out by M/s Sushil Gupta & Associates with a view to reconcile the total share capital admitted with NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form,with the issued and listed capital. The Secretarial Auditor Certificate in regard to the same has been submittedto BSE Limited and is also placed before Stakeholders' Relationship Committee and the Board of Directors.

38


(j) Distribution of Shareholding as on March 31, 2017

No. of shares No. of share % of total No. of shares slab holders Shareholders

Physical % of share NSDL % of share CDSL % of share Total no. % ofcapital capital capital of Shares share

capital

Up to 500 5232 87.81 578500 11.56 143442 2.86 70147 1.40 792089 15.84

501 - 1000 283 4.74 119800 2.39 81198 1.62 33184 0.66 234182 4.68

1001 - 2000 178 2.98 127500 2.54 94801 1.89 46893 0.93 269194 5.38

2001 - 3000 134 2.24 215600 4.31 80440 1.60 40591 0.81 336631 6.73

3001 - 4000 25 0.41 29700 0.59 39115 0.78 20042 0.40 88857 1.77

4001 - 5000 17 0.28 33300 0.66 18200 0.36 29273 0.58 80773 1.61

5001 - 10000 42 0.70 160800 3.21 91651 1.83 76617 1.53 329068 6.58

10001 and above 47 0.78 602480 12.04 2146584 42.93 120342 2.4 2869406 57.38

Total 5958 100.00 1867680 37.35 2695431 53.90 437089 8.74 5000200 100.00

(k) Shareholding Pattern of the Company as on March 31, 2017

Category Nos. of Percentage of HoldingShares held

A Promoter and Promoter Group1. Indian Promoters

2. Foreign Promoters 20,60,769 41.21

Sub Total 20,60,769 41.21

B Public Shareholding1. Institutional Investors

- Mutual Funds & UTI -

- Banks, Financial Institutions, -Insurance, Companies

- Central Government/State -Government(s)

- Foreign Institutional Investors -

2. Non-Institutional Investors

- Bodies Corporate 161248 3.22- Individuals 2635002 52.70- NRIs 1 0- Clearing members 13656 0.27- HUF 129524 2.60

Grand Total 50,00,200 100.00

39


0.00%20.00%40.00%60.00%

Shareholding Pattern as on 31st March ,2017

Shareholding Pattern as on 31st March ,2017

(l) Dematerialisation of Shares and LiquidityThe Company's Shares are available for trading in the Depository System both at National Securities Depository Limited(NSDL) and Central Depository Services Limited (CDSL). The International Security Identification Number (ISIN) allottedby NSDL and CDSL to Raghunath International Limited is INE753B01014. Dematerialization Status of Company as onMarch 31, 2017 is as under:

The break-up of equity shares held in Physical and Dematerialised form as on March 31, 2017, is given below:

Particulars No. Of Shares PercentagePhysical Segment 1869680 37.40%

Demat SegmentNSDL 2689874 53.79%

CDSL 440646 08.81%

Total 5000,200 100.00%

40


( m Liquidity of SharesThe Equity shares of the Company are traded in B Group at the Mumbai Stock Exchange. Its shares are alsotraded in Uttar Pradesh Stock Exchange, Kanpur.

(n) Outstanding GDRs/ADRs/Warrants or any other Convertible Instrument Company has not issued any GDRs/ ADRs/ Warrants or any other convertible instruments which likely to haveimpact on Equity Share Capital of the Company.

(o) Plant LocationThe company is not carrying on any Manufacturing activity. As such the company is not having any PlantLocation

(p) Name and Designation of Compliance Officer Ms. Sneha Pandey, Company Secretary

(q) Address for CorrespondenceThe shareholders may address their communications/suggestions/grievances/queries to:Mr. G.N. Choudhary, Whole-Time DirectorRaghunath International Limited6926, Jaipuria Mills, Clock Tower,Subzi Mandi, Delhi - 110 007Phone: 011-23852583 Fax- 011-23852666Email: [email protected]: www.raghunathintlimited.in


For and on behalf of the BoardSd/-

G.N. Choudhary(DIN No.00012883)

(Whole Time-Director)

37 .4 0 %

5 3 .7 9 %

8 .8 1%

D em at Statu s o f Eq u ity Sha res as on 31 st M ar ch ,2 017

P hysic al

NSD L

C D SL

41


MANAGEMENT DISCUSSION AND ANALYSIS REPORT FOR THE YEAR ENDED 31ST MARCH 2017Industry Structure and Development:Real Estate BusinessThe Real Estate Industry in India is flourishing but presently it is facing problems of increased inventory stock, significantlyreduced number of transactions by the Customer & increased Cost of Land & Construction. The Company is in continuousprocess of making a vivacious presence for itself in real estate Industry.Trading and Agency BusinessThe Trading and Agency business has always remains an indispensable segment fostering the growth of each andevery Industry. The said business generates revenue to the Company. It diversifies the area of operation of the Companyin an acceptable genre.Opportunities and Threats:Since the beginning of economic reforms and pragmatic and visionary policies adopted by the Government, the Indianeconomy has been witnessing strong economic growth along with demographic impetus of a growing population in theworking-age category. The Company is all set to avail such opportunities and take a giant leap in the path of progress.Apart from normal business risks, your company will be facing stiff competition from existing as well as other newentrants in the same line of business. However pragmatic and prudent policies and induction of young and dynamicvisionaries with expertise coupled with infusion of high-tech approach, your company will be progressing by leaps andbounds.Segment wise Performance:A detailed segment report is prepared and presented at Sr. No. 20a in Notes to Accounts appearing under (SignificantAccounting Policies and Notes to Accounts) forming part of the Balance Sheet as at 31st March, 2017Risks, Concerns and Out-Look:In the course of its business, your company is exposed to a wide variety of risks like non availability of, or exorbitantincrease in the cost of land, cement, steel, labour force, short terms and long term funds etc being inherent to industry.Real estate business in India being highly regulated by Governments at various level, several regulatory approvals,permits, licenses etc. are required to be obtained from the Government/Authorities from time to time for projects. Anydelay in obtaining such approvals can affect the timely execution of projects.Despite a number of risks, your company will be facing them with full zeal and gist and will be able to overcome andwithstand the risks enumerated envisaging future outlook.Internal Control System and their Adequacy:The Company has in place adequate internal control system covering all its operations in order to provide reasonableassurance with regard to information and maintenance of proper accounting records, the economy and efficiency ofoperations, safeguarding of assets against unauthorized use or losses, and the reliability of financial and operationalinformation.The Internal Control mechanism comprises a well-defined organization structure, pre-determined authority levels andclearly defined policy guidelines for appropriate delegation of authority.Financial Performance with respect to Operational Performance:The Financial performance of the Company has been given separately in the Directors' Report.Material Developments in Human Resources / Industrial Relations:The Company firmly believes that "People" and "People driven Strategies" are the pivotal force behind success of itsgrowth. The HR philosophy is communicated to the employees through various group interactions with the Top Management.In order to ensure that its HR philosophy is translated into demonstrated action, the Company has sound, pro-active andprogressive HR strategy and practices.Cautionary Statement:Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates,expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations.Actual results could differ materially from those expressed or implied. Important factors that could make a difference tothe Company's operations include, among others, economic conditions affecting demand/supply and price conditions inthe domestic market in which the Company operates, changes in the Government regulations, tax laws and otherstatutes and incidental factors.

42



Sd/-For Sushil Gupta & Associates

Company Secretaries

Sd/-(Sushil Kumar Gupta)

ProprietorC.P. No. : 5064M. No. F3151

ANNEXURE TO CORPORATE GOVERNANCE REPORT

CERTIFICATE FROM SECRETARIAL AUDITORS REGARDING COMPLIANCE OF CONDITIONSOF CORPORATE GOVERNANCE

To the Shareholders of Raghunath International Limited

We have examined the compliance of conditions of Corporate Governance by Raghunath International Limited forthe year ended 31st March,2017 as stipulated in Regulation 27 of the SEBI (LODR), 2015 of the said Companywith Bombay Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance ofthe conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that theCompany has complied with the conditions of Corporate Governance as stipulated in the above mentioned ListingAgreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the Management has conducted the affairs of the company.

43


DECLARATION BY THE CEO OF THE COMPANY UNDER SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015

To,The MembersRaghunath International LimitedMandhana Bithoor Road, Village ChaudharipurBithoor, Kanpur-209201

I, G.N. Choudhary, CEO and Whole-Time Director of Raghunath International Limited hereby declare that all the Directorsand the designated employees in the senior management of the Company have affirmed compliance with the Code ofConduct, as applicable on them, for the Financial Year ended as on March 31, 2017.


G.N. Choudhary(DIN No: 00012883)

Chief Executive officer & Whole-Time Director)

Date : 30th May, 2017Place : Kanpur

DECLARATION BY THE CFO OF THE COMPANY UNDER SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015

To,The MembersRaghunath International LimitedMandhana Bithoor Road, Village ChaudharipurBithoor, Kanpur-209201

I, Pawan Dwivedi, CFO and Director of Raghunath International Limited hereby declare that all the Directors and thedesignated employees in the senior management of the Company have affirmed compliance with the Code of Conduct,as applicable on them, for the Financial Year ended as on March 31, 2017.


Pawan Dwivedi(DIN No: 07510284)

(Chief Financial Officer & Director)

Date : 30th May, 2017Place : Kanpur

44

Kumar Piyush & Co. ________CHARTERED ACCOUNTANTS________

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF RAGHUNATH INTERNATIONAL LIMITEDReport on the Standalone Financial StatementsWe have audited the accompanying Standalone Financial Statements of Raghunath International Limited ("theCompany"), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, the Cash FlowStatement for the year then ended and a summary of significant accounting policies and other explanatory information.Management's Responsibility for the Standalone Financial StatementsThe Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of thefinancial position, financial performance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventingand detecting the frauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial control, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the standalone financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.Auditors' ResponsibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit. We have takeninto account the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the standalone financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalonefinancial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risksof material misstatement of the standalone financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to the Company's preparation of the standalonefinancial statements that give true and fair view, in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequateinternal financial controls system over financial reporting and operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimatesmade by Company's Directors, as well as evaluating the overall presentation of the standalone financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinionon the standalone financial statements.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalonefinancial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India.(a) in the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2017,(b) in the case of the Statement of Profit and Loss of, the Profit for the year ended on that date, and(c) in the case of Cash Flow Statement of cash flows for the year ended on that date.Report on other Legal and Regulatory Requirements(1) As required by the Companies (Auditors' Report) Order, 2016("the Order") issued by the Central Government of

India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure-"A" a statement on thematters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

C-5, Lajpat Nagar-III, New Delhi - 110 0249312940592, 9899400349, 41683403, Email: [email protected]

45


2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Reportare in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March 2017, taken onrecord by the Board of Directors, none of the directors is disqualified as on 31 March, 2017, from beingappointed as a director in terms of Section 164(2) of the Act.

f ) With respect to the adequacy of the internal financial controls over financial reporting of the Group andoperating of such controls, refer to our separate report in Annexure "B" and

g) with respect to other matters to be included in the Auditors' Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information andaccording to the explanations given to us:

i. The Company has pending litigations, which may have impact on its financial position in itsstandalone financial statement as of March 31, 2017 (Refer to Point No. 23 of the "Notes toAccounts");

ii. The Company did not have any long term contracts including derivatives contracts;

iii. There were no amounts which are required to be transferred to Investor's Education and ProtectionFund by the company;

iv. The Company has provided requisite disclosure in its financial statement as to holdings as well asdealings the Specified Bank Notes (SBN) these are in accordance with Books of Accountsmaintained by the Company. (Refer to Point No. 27 of the "Notes to Accounts").

For Kumar Piyush & Co.Firm Registration No.: 005120NChartered Accountants

Sd/-Virendra Kumar GoelPartnerMembership No.: 083705

Place: New DelhiDate: May 30, 2017

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

ANNEXURE REFERRED TO IN OUR INDEPENDENT AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OFRAGHUNATH INTERNATIONAL LIMITED ON THE STANDALONE FINANCIAL STATEMENTS AS OF AND FORTHE YEAR ENDED MARCH 31, 2017, WE REPORT THAT:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details andsituation of fixed assets.

(b) The fixed assets of the company are physically verified by the management at reasonable intervals. Nomaterial discrepancies were noticed on such verification

(c) The title deeds of immovable properties are held in the name of the company.

(ii) (a) As explained to us, the Inventories of finished goods has been physically verified at reasonable intervalsby the management and no discrepancies were noticed on physical verification as compared with thebooks records

(iii) (a) The Company has not granted any loans secured or unsecured to companies, firms Limited LiabilitiesPartnerships or parties listed in the register maintained under section 189 of the Companies Act, 2013('the Act). Consequently, the provisions of clauses 3(iii)(a) relating the terms and conditions of the grantof such loans

(b) relating to the schedule of repayment and interest and receipts, and

(c) relating to overdue amount, of the order are not applicable to the Company.

(iv) In our opinion and according to the information and the explanations given to us, the Company has not given anyguarantee for loans taken by others from banks or financial institutions.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepteddeposits during the year and does not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v)of the Order are not applicable to the Company.

(vi) As informed to us, the Central Government has not prescribed the maintenance of cost records under section148(1) of the Act, in respect of the activities carried on by the Company.

(vii) (a) According to the books and records as produced and examined by us in accordance with generallyaccepted auditing practices in India and also based on management representations, undisputed statutorydues in respect of provident fund, income tax, sales tax, service tax, duty of customs, value added tax,cess and other material statutory dues have generally been regularly deposited during the year by theCompany.

According to the information and explanations given to us, no undisputed amounts payable in respect ofprovident fund, income tax, sales tax, service tax, duty of customs, value added tax, cess and othermaterial statutory dues were outstanding, at the year end, for a period of more than six months from thedate they became payable.

(b) According to the information and explanations given to us, there were no material dues of duty ofcustoms and cess which have not been deposited with the appropriate authorities on account of anydispute as on 31.03.2017.

(c) According to the information and explanations given to us, the company has paid all undisputed dues ofexcise duty. However, the following are the particulars of disputed dues in respect of Income Tax, SalesTax, Service Tax, Custom Duty and Cess:


46


Name of statute Nature of Amount Period to which Forum where theThe Dues (Rupees the amount relates dispute is pending

In Lakh)

Central Excise Excise Assessment Yearand Customs Act 2003-2004

Central Excise Exciseand Customs Act

Income Tax Act Income Tax Assessment Year2005-2006

Rs. 24.69(Demand wasRs. 32.86 Lakh

and Rs. 8.17 Lakhhas already beendeposited under

protest)

The DeputyCommissionerCentral Excise,

Kanpur,Uttar Pradesh(The matter issub-judiced)

Rs.6,891.57(Demand was

Rs. 7,191.57 Lakhand Rs. 300.00 Lakh

has already beendeposited under

protest)

Till the date ofsearch i.e.09.05.2008

The Commissionerof Central Excise,

Kanpur, UttarPradesh (The matter

is sub-judiced)

Rs.196.28(Demand raised by

Income Tax Departmentfor the A. Y.2005-2006)

The Commissionerof Income Tax

(Appeals), NewDelhi (The matteris sub-judiced)

According to the information and explanations given to us, the company has paid all undisputed dues of exciseduty.

(viii) The Company has not defaulted in repayment of loans or borrowing to a financial institution, bank, government ordues to debenture holders.

(ix) Since the company has not raised monies by way of initial public offer or further public offer (including debtinstruments) and term loan during the year, hence this clause is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no material fraud onor by the Company has been noticed or reported during the course of our audit.

(xi) The Company has paid the managerial remuneration accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to the Companies Act.

(xii) Since the company is not a Nidhi Company hence, this clause is not applicable.(xiii) The Company has disclosed all transactions with the related parties in compliance with section 177 and 188 of

the Companies Act, 2013 and all the details in the standalone Financial Statements etc., as required by theapplicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertibledebentures during the year.

(xv) The Company has not entered any non cash transaction with directors or person connected with him.(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank India Act, 1934.

For Kumar Piyush & Co.Firm Registration No.: 005120NChartered Accountants

47

Sd/-Virendra Kumar GoelPartnerMembership Number: 083705Place: New DelhiDate: May 30, 2017

48


Annexure-"B"Annexure to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of sub section 3 of Section 143, of The CompaniesAct, 2013 ("the Act") In conjunction with our audit of the Financial Statements of the Company as of and for the yearended 31 March 2017, we have audited the internal financial controls over financial reporting of Raghunath InternationalLimited, as of that date.

Management's Responsibility for Internal Financial Controls

The Respective Board of Director of the Company is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design,implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets,the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and thetimely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based onour audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribedunder section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, bothapplicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether adequate internal financial controls over financial reporting was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the riskthat a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinionon the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financial control over financial reportingincludes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accuratelyand fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordancewith authorizations of management and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have amaterial effect on the financial statements.

49

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occur and notbe detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periodsare subject to the risk that the internal financial control over financial reporting may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company, have in, in all material respects, an adequate internal financial controls system over financialreporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017,based on the internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.

For Kumar Piyush & Co.Chartered AccountantsFirm Regn. No: 005120N

Sd/-Virendra Kumar GoelPartnerMembership No.: 083705Place: New DelhiDated: May 30, 2017


50


BALANCE SHEET AS AT MARCH 31, 2017 - STANDALONE

PARTICULARS Note No.

I. EQUITY AND LIABILITIES

(1) Shareholders' Funds

(a) Share Capital 1A 50,002,000.00 50,002,000.00

(b) Reserves and Surplus 2 24,875,113.34 24,283,063.00

(2) NON - CURRENT LIABILITIES

(a) Other Payables 3 710,100.00 850,175.00

(b) Long - Term Provisions 4 1,274,856.00 1,187,236.00

(3) CURRENT LIABILITIES

(a) Trade Payables 5 30,262.00 3,351.40

(b) Other Current Liabilities 6 2,342,363.00 2,332,726.00

(c) Short - Term Provisions 7 1,204,680.00 1,124,835.00

TOTAL 80,439,374.34 79,783,386.42

II. ASSETS

(1) Non - Current Assets

Fixed Assets

(a) Tangible Assets 8 897,935.12 426,582.00

(b) Non - Current Investments 9 7,691,000.00 7,691,000.00

(c) Deferred Tax Assets (Net) 10 2,504,028.40 2,476,953.40

(d) Long - Term Loans and Advances 11 43,501,106.00 43,501,106.00

(2) Current Assets

(a) Inventories 12 16,048,065.02 16,048,065.02

(b) Trade Receivables 13 5,298,520.00 5,728,098.00

(c) Cash and Cash Equivalents 14 1,931,092.99 1,632,610.17

(d) Short-Term Loans and Advances 15 2,567,626.84 2,278,971.84

TOTAL 80,439,374.34 79,783,386.42

SIGNIFICANT ACCOUNTING POLICIES 1

The Accompanying notes to accounts are integral part of Financial StatementsAs per our report of even date attached

As At31.03.2017

(Rs.)

As At31.03.2016

(Rs.)

For Kumar Piyush & Co. Firm Registration No.: 005120N Chartered Accountants

Sd/-(Samar Bahadur Singh)

DirectorDIN:00033510

Sd/-VIRENDRA KUMAR GOELPartnerMembership Number: 083705Place : New DelhiDate : May 30, 2017

Sd/-(G.N. Choudhary)


51






STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2017 - STANDALONE

PARTICULARS NOTE NO.

INCOME

Other Income 16 4,225,042.00 6,495,318.57Total Revenue 4,225,042.00 6,495,318.57

EXPENSESPurchases/Work-in-Progress-Arya Nagar Building - 900,075.00Change in inventory 17 - (900,075.00)Employee Benefit Expenses 18 2,082,620.00 2,207,735.00Financial Costs 495.93 2,020.78Depreciation 8 70,401.63 727,482.84Other Expenses 19 1,910,553.85 1,944,772.59Total Expenses 4,064,071.41 4,882,011.21

Profit before exceptional and extraordinary items and tax 160,970.59 1,613,307.36Extra-Ordinary Items 20 538,239.75 -Profit Before Tax But After Extra Ordinary Items 699,210.34 1,613,307.36

Tax Expenses Income Tax Adjustments for Earlier Year (1,000.00) - Income Tax for the year (133,235.00) (307,416.00) Deferred tax asset 27,075.00 35,623.00Profit for the Year 592,050.34 1,341,514.36

Weighted Average Number of Equity Shares 5,000,200 5,000,200Basic/Diluted Earning Per Share 0.12 0.27

SIGNIFICANT ACCOUNTING POLICIES 1The Accompanying notes to accounts are integral part of Financial StatementsAs per our report of even date attached

Year Ended31.03.2017

(Rs.)


(Rs.)



52


S.No.

A.

B.

C.

D.

PARTICULARS

CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Tax and Extraordinary Items Adjustments for : Depreciation Preliminary, Deferred and Issue Expenses Written Off Deferred Tax Provision Interest and Other Income Interest Paid Prior Period Expenditure net of income Operating Profit Before Working Capital Changes Adjustments for: Trade and Other Receivables Inventories Trade Payments Cash Generated from Operations Interest Paid Direct Taxes Paid CASH FLOW BEFORE EXTRAORDINARY ITEMS Net Cash from Operating Activities CASH FROM INVESTING ACTIVITIES Purchase of Fixed Assets Sale of Fixed Assets Purchase of Investments Interest and Other Income Net Cash from Investing Activities CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Issue of Share Capital Proceeds from Long Term Borrowings Proceeds from Other Borrowings Public Issue and Other Expenses Net Cash from Financing Activities NET INCREASE IN CASH AND CASH EQUIVALENTS Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivalents at the end of the year

31.03.2017(Rs.)

592,050.34

- -

(27,075.00) - - -

564,975.34

(140,923.00) -

(23,682.41) 682,215.93

- -

682,215.93 682,215.93

471,353.12 -

471,353.12

- 87,620.00

- -

87,620.00 298,482.81

1,632,610.15 1,931,092.96

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017

31.03.2016 (Rs.)

1,613,307.36

727,482.84 -

(35,623.00) (6,495,318.57)

2,020.78 -

(4,188,130.59)

(902,405.00) 900,075.00

(2,072,852.85) (6,258,653.44)

(2,020.78) (271,793.00)

(6,532,467.22) (6,532,467.22)

- - -

(6,495,318.57) (6,495,318.57)

- 115,284.00

- -

115,284.00 78,135.35

1,554,474.81 1,632,610.15

As per our report of even date attached.

For Kumar Piyush & Co. Chartered Accountants Firm Registration No.: 005120N

Sd/-VIRENDRA KUMAR GOEL Membership Number: 083705 Partner Place: New Delhi Date: May 30, 2017


DirectorDIN No: 00033510




NOTES TO ACCOUNTS FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017

NOTE-1SIGNIFICANT ACCOUNTING POLICIES

A. Accounting ConventionThe Financial Statements have been prepared to comply in all material respects with the mandatory Accounting Standardsissued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 2013. TheAccounting statements have been prepared under the historical cost convention on an accrual basis unless statedotherwise. The Accounting policies have been consistently applied by the Company are consistent with those used inthe previous year.B. Fixed AssetsFixed Assets are stated at their original cost including freight, duties, taxes and other incidental expenses relating to theacquisition and installation and are net of credit under the Excise Modvat Scheme, wherever applicable. The Companycapitalizes all costs relating to the acquisition and installation of fixed assets.C. DepreciationDepreciation on fixed assets for the year is computed on the Straight Line Method (SLM) as per the method prescribedin Schedule II to the Companies Act, 2013.D. Borrowing CostBorrowing costs that are attributable to the acquisition of qualifying assets are capitalized as part of cost of such assetstill such time assets become ready for their intended use. All other Borrowing costs are recognized as expenses in theyear in which they are incurred.E. InventoriesLand and BuildingDirect expenses like cost at site, material used for project construction, costs for moving the plant and machinery to thesite and general expenses incurred specifically for the respective project and construction overheads are taken as thetotal cost of the respective project.

(I) Work in progress, in the case of Real Estate Development projects, represents the cost incurred in respect ofunsold area of the incomplete Real Estate Development projects.

(ii) Stock of Plots and apartments, classified as stock in trade, are valued at cost or net realizable value whicheveris lower.

(iii) Building material purchased specifically for the projects are taken as consumed as and when received.

F. Revenue RecognitionSale of Goods:Sales include excise duty, where applicable and represent invoice value of goods sold as reduced by rebates anddiscounts.Sale of Flats:Sale of flat purchased from other developers is recognized on execution of transfer deed in favour of the buyer.In respect of development projects undertaken by the company, revenue is recognised when the significant risks andrewards of ownership of the unit in real estate have passed to the buyer and the revenue is recognized to the extent thatit is probable that the economic benefit s will flow to the Company and the revenue can be reliably measured.Construction Contracts:Revenue from each Real Estate Development Project is recognized:

(I) On the basis of "Percentage Completion Method"

(ii) The percentage completion method is applied on a cumulative basis in each accounting period to the currentestimates of contract revenue and contract costs

53


(I) When the stage of completion of each project reaches a significant level, which is estimated to be at least 25%of the total estimated cost of project

(iv) When no significant uncertainty exists regarding the amount of the consideration from sale, which is estimatedon collection of at least 25% of sale consideration.

Real Estate Development Project:The Company follows completed project method of accounting ("Project Completion Method of Accounting"). Allocableexpenses incurred during the year are debited to work-in-progress account. The income is accounted for as and whenthe projects get completed or substantially completed and then revenue is recognized to the extent that it is probable thatthe economic benefit s will flow to the Company and the revenue can be reliably measured.Royalty:Revenue is recognized on an accrual basis in accordance with the terms of the relevant agreement.Interest:Interest on fixed deposits is recognized on accrual basis on a time proportion basis taking in to account the amountoutstanding and the rate applicable.Dividend:Revenue is recognized when the right to receive the income is established.Rent:Revenue is recognized on an accrual basis in accordance with the terms of the relevant agreement.G. Impairment of AssetsIf the carrying amount of fixed assets exceeds the recoverable amount on the reporting date, the carrying amount isreduced to the recoverable amount. The recoverable amount is measured as the higher of the net selling price and thevalue in use determined by the present value of estimated future cash flow.H. Provision for TaxationCurrent Income Tax is measured at the amount expected to be paid to the tax authorities in Accordance with the IncomeTax Act, 1961.I. Foreign Currency TranslationsTranslations in Foreign Currency are recorded by the applying the exchange rate at the date of transaction. Monetaryitems denominated in Foreign Currency remaining unsettled at the end of the year, are translated at the closing rates,prevailing on the Balance Sheet date. Exchange difference arising as a result of the above are recognized as income areexpenses in the Profit and Loss Account except for exchange difference arising on a monetary item which, in substance,from part of the company's net Investment in a non-integral foreign operation which is accumulated in a foreign currencytranslation reserve until the disposal of the net investment.J. InvestmentsCurrent investments are valued at lower of cost or fair market value, and long-term investments are stated at cost inaccordance with Accounting Standard - 13 on "Accounting for Investments" issued by the Institute of CharteredAccountants of India. Provision for diminution in the value of long-term investments shall be made only if such a declineis other than temporary.K. Deferred TaxDeferred income taxes reflects the impact of current year timing differences between taxable income and accountingincome for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax ratesand the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized onlyto the extent that there is reasonable certainty that sufficient future taxable income will be available against whichdeferred tax assets can be realized. Deferred tax assets are recognized on carry forward or unabsorbed depreciationand tax losses only if there is virtual certainty that such deferred tax assets can be realized against future taxableprofits. Unrecognized Deferred Tax Assets of earlier years are re-assessed and recognized to the extent that it hasbecome reasonably certain that future taxable income will be available against such deferred tax assets can be realized.

54


L. Earnings per ShareThe basic earnings per share are computed by dividing the net profit or loss attributable the equity shareholders for theperiod by the weighted average number of equity shares outstanding during the reporting period. The number of sharesused in computing diluted earnings per share comprises the weighted average number of shares considered forderiving basic earnings per share and also the weighted average number of equity shares, which may be issued on theconversion of all dilutive potential shares, unless the results would be anti dilutive.M. Contingent Liabilities and Contingent AssetsProvisions involving substantial degree of estimation in measurement are recognized when there is a present obligationas a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are notrecognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financialstatements.N. ProvisionsA provision is recognized when an enterprise has a present obligation as a result of past events; it is probable that anoutflow of resources will be required to settle the obligations, in respect of which a realizable estimate can be made.Provisions are not discounted to its present value and are determined based on best estimate required to settle theobligations at the Balance Sheet date. These are reviewed at each balance sheet date and adjusted to reflect the currentbest estimates.O. Retirement BenefitsGratuityProvision of Gratuity is created for employees who have completed continuous five years' of services at the rate of 15days salary for every completed year of service based on the salary drawn during the last month of the financial year.Leave EncashmentUnused leave are paid to the employees at the end of year and are not accumulated.Provident FundCompany's contribution to provident fund is charged to Statement of profit and loss.P. Use of EstimatesThe preparation of financial statements requires estimates and assumptions to be made that affect the reported amountof assets and liabilities on the date of financial statements and the reported amount of revenues and expenses duringthe reporting period. Difference between the actual results and estimates are recognized in the period in which theresults are known/materialized.NOTES TO ACCOUNTS21. Previous year's figures have been regrouped, recast, rearranged wherever necessary to conform to this

year's classification. Figures in bracket represent figures pertaining to financial year 2015-2016, unless statedotherwise. Amounts are mentioned in Rupees.

22. There are no earnings and expenditures in foreign currency.

23. Contingent liabilities not provided for in respect of:

a) Excise duty of Rs. 103,934/- was paid under protest during the financial year 2003-2004 against demand raisedby Central Excise Department. Excise Department has appealed against the order of the Tribunal, which was infavor of the company. Out of the total appealed amount of Rs. 32,86,165/-, appeal is pending for Rs. 103,934/-;

b) Further, excise duty of Rs. 713,093/- has been paid during the financial year 2008-2009 against the demandraised by Central Excise Department pertaining to earlier years. Appeal is pending with Central ExciseCommissioner;

c) During the financial year 2008-2009, The Director General of Central Excise-Intelligence, New Delhi has serveda show cause notice dated 01.10.2009 on the company raising a demand of Rs. 719,156,761/- consequent upona raid conducted by The DGCEI, New Delhi on 09.05.2008 in the premises of the company. Although, thecompany did not have any activity whatsoever relating to Pan Masala business during the financial year 2008-09, still the company was made to deposit a sum of Rs. 30,000,000/- during the financial year 2008-09 with TheDGCEI, New Delhi.

55


56

However, at present, the said show cause notice is pending for adjudication with The Commissioner, CentralExcise, Kanpur, Uttar Pradesh.

d) During the financial year 2012-2013, the Income Tax Department has raised a demand of Rs.19,628,086/- videincome tax assessment order dated 22.03.2013 in respect of assessment year 2005-06. The company has filedan appeal before The Hon'ble Commissioner of Income Tax (Appeals), which is still pending for disposal.

24. Deposit with Central Excise, Customs and Sales Tax Departments includes balance lying with Central Excisedepartment on account of CENVAT claimed but not availed, with State Trade Tax Department and Entry TaxDepartment for Rs. 43,21,399/-, Rs. 14,70,065/- and Rs. 10,600/- (2013-2014 Rs. 4,321,399/-, Rs. 1,4,70,065/-and Rs. 10,600/-) respectively.

25. There were no Micro and Small enterprises to whom, amounts are outstanding for more than 45 days as at March31, 2017 (Previous Year Rs. Nil). As at March 31, 2017, no supplier has intimated the company about its statusas Micro and Small enterprises or its registration with the appropriate authority under The Micro, Small andMedium Enterprises Development Act, 2006.

26. According to the information and explanations given to us, the Company has not given any Corporate guaranteefor loans taken by others from banks or financial institutions.

27. Details of Specified Bank Notes (SBN) held and transacted during the period 08.11.2016 to 30.12.2016as provided in Table below:

28. Earnings Per ShareBasic Earnings per Share is calculated by dividing the net profit for the period attributable equity shareholders bythe weighted average number of equity shares outstanding during the period.

Net Profit after tax 592,050.34

Weighted average no of shares outstanding 5,000,200(Equity shares of Rs.10/- each)

Basis/Diluted Earnings Per Share 0.12

The Company does not have any outstanding dilutive potential equity share. Consequently, the Basic and dilutedearnings per share remains same.

SI. No. Particulars Otherdenominations

(Rs.)

Specified BankNotes (SBN)

(Rs.)

A.

B.

C.

D.

E..

Closing Cash in Hand as at November 08, 2016

Permitted Receipts

Permitted Payments

Amount Deposited into Bank

Cash in Hand as at December 30, 2016

Total(Rs.)

3,500.00

Nil

Nil

3,500.00

Nil

35,484.28

19,600.00

22,433.00

Nil

32,651.28

38,984.28

19,600.00

22,433.00

3,500.00

32,651.28


57

29. Related Party Disclosuresa.) Following are Related Parties

1. Key Management Personnel Mr. G.N. Choudhary2. Associates Raghunath Builders Private Limited3. Individual and their relatives having significant influence

over the company

4. Enterprises over which persons mentioned inparagraph number (3) above exercise significantinfluence

Mr. Om Prakash AgrawalMr. Jai Prakash AgrawalMr. Sri Prakash AgrawalOm Prakash Agrawal (HUF)Jai Prakash Agrawal (HUF)Sri Prakash Agrawal (HUF)Smt. Geeta AgrawalSmt. Ranjana AgrawalMs. Stuti DalmiaSmt. Alka DalmiaMr. Yuvraj DalmiaMr. Pulkit DalmiaMr. Prakhar Dalmia

Lotus Infra Projects Private LimitedSir Bio Tech India LimitedRTCL Limited

Individual and theirrelatives having significant

influence over the company andpersons controlled by them

Key ManagementPersonnel Associates

b.) Related Party Transactions:Transactions

2016-2017 2015-2016 2016-2017 2015-2016 2016-2017 2015-2016Salary and 1,092,000 1,092,000 - - - -Rental Paid - - 72,000 72,000 60,000 60,000Rental Received - - 353,801 336,962 - -Debit Balances Outstanding as at year end:Rental Receivable - - 209,956 193,068 - -

Salary and Perquisites

30. Remuneration to Auditors:Description 2016-2017 2015-2016Audit Fee 100,000 100,000Service Tax 15,000 14,500Total 115,000 114,500

31. Notes nos.1 to 30 form an integral part of the Balance Sheet and Profit and Loss Account and have been dulyauthenticated.

For Kumar Piyush & Co. Firm Registration No.: 005120N Chartered AccountantsSd/-VIRENDRA KUMAR GOELPartnerMembership Number: 083705Place: New DelhiDate: May 30, 2017

Sd/-(G.N. Choudhary)DirectorDIN:00012883

Sd/-(Samar Bahadur Singh)DirectorDIN:00033510

58

RAGHUNATH INTERNATIONAL LIMITED20

-a -

Seg

men

t R

epor

ting

as

at M

arch

31,

201

7Pa

n M

asal

a an

d al

lied

prod

ucts

, tra

ding

/age

ncy

and

real

est

ate

are

cons

ider

ed t

hree

mai

n bu

sine

ss s

egm

ents

, w

here

as o

ther

rem

aini

ng a

ctiv

ities

are

cons

ider

ed

cons

titut

ing

un-

allo

cabl

e bu

sine

ss s

egm

ent

in t

he c

onte

xt o

f A

ccou

ntin

g St

anda

rd -

17

on S

egm

ent

Rep

ortin

g, i

ssue

d by

the

Ins

titut

e of

Cha

rtere

d Ac

coun

tant

s of

Ind

ia.S

egm

ent R

even

ue, S

egm

ent R

esul

ts, S

egm

ent A

sset

s an

d Se

gmen

t Lia

bilit

ies

incl

ude

the

resp

ectiv

e am

ount

s id

entif

iabl

eto

eac

h of

the

seg

men

t. Th

e ex

pens

es, w

hich

are

not

dire

ctly

rel

atab

le t

o th

e bu

sine

ss s

egm

ent,

are

show

n as

una

lloca

ted

cost

. A

sset

s an

d Li

abilit

ies,

whi

ch c

anno

t be

allo

cate

d be

twee

n th

e se

gmen

ts,

are

show

n as

una

lloca

ted

asse

ts a

nd li

abili

ties

resp

ectiv

ely.

Pan

Mas

ala

and

Alli

ed P

rodu

cts

Trad

ing/

Age

ncy

Rea

l E

stat

e U

nallo

cabl

e T

otal

Par

ticu

lars

2016

-201

7

2015

-201

620

16-2

017

2

015-

2016

201

6-20

17

201

5-20

1620

16-2

017

2

015-

2016

2016

-201

7

2

015-

2016

Sale

s/R

ecei

pts

-

-

-

-

4,0

68,0

48

3,9

32,8

6015

6,99

4

2,5

62,4

594,

225,

042

6,4

95,3

19

Less

: Inte

r Seg

men

t Rev

enue

-

-

-

-

-

-

-

-

-

-

Tota

l Rev

enue

-

-

-

-

4,0

68,0

48

3,

932,

860

156,

994

2,56

2,45

94,

225,

042

6,4

95,3

19

Segm

ent R

esul

ts B

efor

e In

tere

st,

Extra

ordi

nary

Item

s an

d Ta

x

-

-

-

- 4

,068

,048

3,93

2,86

0(3

,906

,581

)

(2,3

17,5

32)

161,

467

1,61

5,32

8

Less

: Inte

rest

-

-

-

-

-

-(4

96)

(2

,021

)(4

69)

(2,

021)

Prof

it/(L

oss)

Bef

ore E

xtra

ordi

nary

Item

s and

Tax

-

-

-

-

4,06

8,04

8

3,

932,

860

(3,9

07,0

77)

(

2,39

1553

)16

0,97

1

1

,613

,307

Extra

Ord

inar

y Ite

ms

-

-

-

-

-

- 5

38,2

40-

538

,240

-

Prof

it B

efor

e Ta

x

-

-

-

-4,

068,

048

3,93

2,86

0(3

,368

,838

)

(2,

3915

53)

699,

210

1,

613,

307

Cur

rent

Taxe

s

-

-

-

-

-

-

(134

,235

)

(307

,416

)

(13

4,23

5)

(

307,

416)

Def

erre

d Ta

x

-

-

-

-

-

-

27,0

75

35

,623

27,0

75

35,

623

Prof

it Af

ter T

ax

-

-

-

-4,

068,

048

3,93

2,86

0(3

,475

,998

)

(2

,591

,346

)59

2,05

0

1,

314,

514

Pro

fit A

fter T

ax o

f Ass

ocia

tes

-

-

-

-

-

-14

3,02

8

382

,552

143,

028

3

82,5

52

Con

solid

ated

Pro

fit A

fter T

ax

-

-

-

-(3

,332

,970

)

(2,2

08,7

93)

735

,078

1

,724

,067

Segm

ent A

sset

s

37,1

82,1

06

3

7,18

2,10

6

-

-27

,561

,163

27,

991,

163

34,4

53,5

60

33,

252,

041

99,1

97,2

51

98

,425

,310

Segm

ent L

iabi

lities

-

-

-

-

2,25

0,00

0

2,

250,

000

3,31

7,61

7

3,

248,

323

5,56

7,61

7

5,

498,

323

Tota

l Cos

t to

Acq

uire

the

Seg

men

t Ass

ets

-

-

-

-

-

-

-

-

-

-

Segm

ent D

epre

ciaito

n

-

-

-

-

-

-

70,4

02

727

,783

70,4

02

727

,483

Non

Cas

h Ex

pens

es O

ther

Tha

n D

epre

ciat

ion

-

-

-

-

-

-

43

7,00

7

43

2,72

643

7,00

7

43

2,72

6

59


As At31.03.2017

1A - Share Capital

AUTHORISED6,000,000 (6,000,000) Equity Shares of Rs. 10/- each 60,000,000.00 60,000,000.00

ISSUED, SUBSCRIBED AND PAID UP5,000,200 (5,000,200) Equity Shares of Rs. 10/- each fully paid up 50,002,000.00 50,002,000.00

50,002,000.00 50,002,000.00

a.) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

At the beginning of the year 5,000,200 50,002,000.00 5,000,200 50,002,000.00 Issued during the year - - - - Outstanding at the end of the year 5,000,200 50,002,000.00 5,000,200 50,002,000.00

b.) Details of shareholders holding more than 5% in the company

Raghunath Holdings and Finlease Private Limited 705,000 14.10 705,000 14.10 705,000 14.10 705,000 14.10

As At31.03.2017

As At31.03.2016

(Rs.)

No. AmountNo. Amount

As At31.03.2017

No. %Holding

As At31.03.2016

(Rs.)

No. %Holding

NOTES TO ACCOUNTS FORMING PART OF THE FINANCIAL STATEMENTS AS AT MARCH 31, 2017

PARTICULARS

2 - Reserves and Surplus

GENERAL RESERVEBalance as per last Balance Sheet 7,300,000.00 7,000,000.00Add : Transferred from Statement of Profit and Loss 120,000.00 300,000.00

7,420,000.00 7,300,000.00Surplus in statement of Profit and LossBalance brought forward from previous year 16,983,063.00 15,941,548.64Add: Profit for the year 592,050.34 1,341,514.36Less:Transferred to General Reserve 120,000.00 300,000.00Net Surplus 17,455,113.34 16,983,063.00Total Reserves and Surplus 24,875,113.34 24,283,063.00

Aa At31.03.2016

(Rs.)

60


3 - NON CURRENT LIABILITIES

i - Trade payables - 73,075.00Trade Payable for Expenses - 73,075.00

ii - Other non current liabilities 350,000.00 350,000.00Security Deposits from Contractor 360,100.00 427,100.00Security Deposits from Tenants 710,100.00 777,100.00

Total (i)+(ii) 710,100.00 850,175.00

4 - Long-Term ProvisionsProvision for Employee Benefits 1,274,856.00 1,187,236.00Gratuity Payable 1,274,856.00 1,187,236.00

5 - Trade PayablesTrade Payable for Goods - -Trade Payable for Expenses 30,262.00 3,351.40

30,262.00 3,351.406 - Other Current LiabilitiesAdvance from Customers against Property 1,900,000.00 1,900,000.00Advance from Tenant- Manoj Kumar Gupta 5,356.00 -Expenses Payable 437,007.00 432,726.00

2,342,363.00 2,332,726.007 - Short - Term ProvisionsTDS Payable 23,862.00 80,686.00Income Tax Provision (Assessment Year 2015-2016) 736,733.00 736,733.00Income Tax Provision (Assessment Year 2016-2017) 307,416.00 307,416.00Income Tax Provision (Assessment Year 2017-2018) 133,235.00 -Service Tax Payable 3,434.00 -

1,204,680.00 1,124,835.00


61

8 -

Fix

ed A

sset

sPa

rticu

lars

GR

OSS

BLO

CK

Accu

mul

ated

Dep

reci

atio

n/Am

ortiz

atio

n

N

ET B

LOC

K

Tang

ible

Ass

ets

Plan

t and

Mac

hine

ry

15

1,5

58,0

58.3

5 -

-

1

,558

,058

.35

1,2

00,2

40,0

6

45,

916.

59 -

1,2

46,1

56.6

5-

311

,901

.70

357,

818.

29

Offi

ce E

quip

men

ts

5

112

,902

.67

- -

112

,902

.67

90,

499,

29

16,7

58.2

6 -

107

,257

55-

5,6

45.1

3 2

2,40

3.39

Furn

iture

and

Fixt

ures

1

0 4

83,2

63.3

6 -

-

4

83,2

63.3

6 4

83,2

63.7

4

-

(2

4,16

3,55

) 45

9,10

0.19

- 2

4,16

3.17

(0.3

8)

Com

pute

r and

Sof

twar

e

3 3

,513

,954

.73

- -

3,5

13,9

54.7

3 3

,513

,954

.73

-

(1

75,6

97.9

4) 3

,338

,256

.80

- 1

75,6

97.9

4(0

.00)

Vehi

cles

8 6

,837

,865

.12

- -

6,8

37,8

65.1

2 6

,791

,504

.10

7,7

26,7

8

(31

4,89

3326

) 6,4

57,3

37.9

3-

380

,527

.19

46,

360.

71

Tota

l 12

,506

,044

.23

- -

12,

506,

044.

23

12,0

79,4

62.2

3

70,

401.

63

(541

,754

.75)

11,6

08,1

09.1

1-

897,

935.

12 42

6,58

2.00

Prev

ious

year

12,5

06,0

44.2

3 -

-

1

2,50

6,04

4.23

11

,351

,979

.39

7

27,4

82.8

4 -

12,0

79,4

62.2

3-

426,

582.

00 1,

154,

064.

84

Estim

ated

Life

of A

sset

s

Bala

nce

asat

01.0

4.20

16(R

s.)

Addi

tion

durin

g th

eye

ar(R

s.)

Dis

posa

l/W

ritte

n O

ff(R

s.)

Bala

nce

asat

31.0

3.20

17(In

Rup

ees)

Bala

nce

asat

01.0

4.20

16(In

Rup

ees)

Dep

reci

atio

Cha

rged

for

the

Year

(Rs.

)

Adjus

tmen

tsin

(Rs.

)

Bala

nce

asat

31.0

3.20

17(R

s.)

Tran

ition

Adju

stm

ents

from

Ear

ings

(Rs.

)

Bala

nce

asat

31.0

3.20

17(R

s.)

Bala

nce

asat

31.0

3.20

16(R

s.)

62


As At31.03.2017

(Rs.)

As At31.03.2016

(Rs.)

PARTICULARS

9 - Non - Current Investments

Investment in Equity Instrument

IN EQUITY SHARES OF ASSOCIATE COMPANYAt Cost, Unquoted and Fully paid up Equity Shares7,646,000 (7,646,000) Equity shares of Re. 1/- each in Raghunath Builders Private Limited 7,646,000.00 7,646,000.00-33.28% (33.28%)

IN EQUITY SHARES OF OTHER THAN SUBSIDIARY AND ASSOCIATE COMPANIESAt Cost, Unquoted and Fully paid up Equity Shares45,000 (45,000) Equity Shares of Re.1/- each in RPA Aventures Private Limited-4.33% (4.33%)(Fromerly known as Vastu Real Estate and Consultancy Services Private Limited) 45,000.00 45,000.00

7,691,000.00 7,691,000.00

Aggregate Book Value of Unquoted Investments 7,691,000.00 7,691,000.00

10 - Deferred Tax Asset - (Net)

a) Deferred tax assets and liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws.

b) Break up of deferred tax assets/liabilities and reconciliation of current year tax charge is as follows:

Deferred Tax AssetOpening Balance 2,476,953.40 2,441,330.40Arising out of timing differenceTax impact of expenses charged in the financial statements but 27,075.00 35,623.00allowable as deductions in future years under income tax

(A) 2,504,028.40 2,476,953.40Deferred Tax LiablityOpening BalanceArising out of timing differenceTax impact of expenses charged in the financial statements but - -allowable as deductions in future years under income tax

(B) - -

Net Deferred Tax Liabilty (A-B) 2,504,028.40 2,476,953.40


63

As At31.03.2016

(Rs.)

PARTICULARS


11 - Long - term loans & advancesUnsecured & Considered GoodDeposits with Central Excise, Custom and Sales Tax Departments 37,182,106.00 37,182,106.00Advances 100,000.00 100,000.00Advances for purchase of Land and Building 6,215,000.00 6,215,000.00Security Deposit 4,000.00 4,000.00

43,501,106.00 43,501,106.00

12 - Inventories(As valued and certified by the management)Land and Building 13,248,065.02 13,248,065.02Flats 2,800,000.00 2,800,000.00

16,048,065.02 16,048,065.02

13 - Trade ReceivablesOutstanding for more than 6 months 4,323,545.00 4,954,288.00Outstanding for less than 6 months 974,975.00 773,810.00

5,298,520.00 5,728,098.00

14 - Cash and Cash EquivalentsCash on Hand including Imprest 13,294.28 24,480.28

Balance With Scheduled Banks in:Current Accounts 527,883.71 301,731.89Fixed Deposit Accounts 1,389,915.00 1,306,398.00

1,931,092.99 1,632,610.17

15 - Short - Term Loans and AdvancesAdvance Tax (Including TDS) 2,364,086.84 2,051,270.84Sundry Receivables 203,175.00 227,069.00Prepaid Expenses 365.00 632.00

2,567,626.84 2,278,971.84

16 - Other IncomeInterest Received 83,908.00 75,373.00Rent 4,068,048.00 3,932,860.00Creditors, being Not Payable Written Back 73,075.00 2,487,085.57Miscellaneous Receipts 11.00 -

4,225,042.00 6,495,318.57

As At31.03.2017

(Rs.)



(Rs.)


(Rs.)



(Rs.)

PARTICULARS

NOTES TO ACCOUNTS FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON MARCH 31, 2017

17 - Change in inventory

Opening StockLand and Building-Arya Nagar 11,966,159.02 11,066,084.02Land at Civil Lines 230,281.00 230,281.00Land at Bagdaudhi 1,051,625.00 1,051,625.00Flats 2,800,000.00 2,800,000.00

16,048,065.02 15,147,990.02Closing StockLand and Building-Arya Nagar 11,966,159.02 11,966,159.02Land at Civil Lines 230,281.00 230,281.00Land at Bagdaudhi 1,051,625.00 1,051,625.00Flats 2,800,000.00 2,800,000.00

16,048,065.02 16,048,065.02

Increase/(Decrease) in Inventory - 900,075.00

18 - Employee benefit expenses

Salaries, Wages and Bonus 1,995,000.00 2,092,451.00Gratuity 87,620.00 115,284.00

2,082,620.00 2,207,735.0019 - Other expenses

Rent 132,000.00 132,000.00Rates and Taxes 303,641.00 303,643.00Travelling and Conveyance 13,646.00 8,269.00Insurance 979.00 629.00Vehicles Running and Maintenance 102,000.00 93,500.00Postage and Courier 73,163.35 68,865.42Telephone 39,998.00 62,586.00Legal and Professional Charges 433,735.50 423,707.89Advertisement 99,769.00 153,900.00Listing Fee 229,000.00 224,720.00Auditors' Remuneration 115,000.00 114,500.00Other 367,622.00 358,452.28

1,910,553.85 1,944,772.5920 - Extra Ordinary ItemsDepreciation Excess Provided in Earlier Years, Reversed 541,754.75Prior Period Expenses (3,515.00)

538,239.75 -


(Rs.)

64

INDEPENDENT AUDITORS' REPORTTO THE MEMBERS OF RAGHUNATH INTERNATIONAL LIMITEDReport on the Consolidated Financial StatementsWe have audited the accompanying consolidated financial statements of Raghunath International Limited ('the Company')and its subsidiaries/joint ventures/associates (collectively referred to as "the Group") which comprise the ConsolidatedBalance Sheet as at 31st March, 2017, the Consolidated Profit and Loss Statement and the Consolidated Cash FlowStatement for the year then ended, and a summary of the significant accounting policies and other explanatory information.Management's Responsibility for the Consolidated Financial StatementsThe Holding Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of these consolidated financial statements that give a true and fair viewof the financial position, financial performance of the Group in accordance with the accounting principles generallyaccepted in India, including the Accounting Standards specified under section 133 of the Act, read with rule 7 of theCompanies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detectingfrauds and other irregularities; selection and application of the appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the consolidated financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.Auditors' ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. We have takeninto account the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Thosestandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free from material misstatements.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidatedfinancial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risksof material misstatement of the consolidated financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to the Company's preparation and presentation ofthe consolidated financial statements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in placean adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the consolidatedfinancial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinionon the consolidated financial statements.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidatedfinancial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India(a) in the case of Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2017,(b) in the case of the Consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and(c) In the case of Consolidated Cash Flow Statement, of the cash flow for the year ended on that date.Report on Other Legal and Regulatory Requirements1. As required by Section 143(3) of the Act, we report, to the extent applicable, that:(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purposes of our audit of the aforesaid consolidated financial statements.(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated

financial statements have been kept so far as it appears from our examination of those books and the reports ofthe other auditors.


65


(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash FlowStatement dealt with by this Report are in agreement with the relevant books of account maintained for thepurpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on 31stMarch,2017 taken on record by the Board of Directors of the Holding Company and the reports of the statutoryauditors of its subsidiary companies, associate companies and jointly controlled companies incorporated in India,none of the directors of the Group companies, its associate companies and jointly controlled companies incorporatedin India is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of theAct.

(f ) With respect to the adequacy of the internal financial controls over financial reporting of the Group and operatingof such controls, refer to our separate report in Annexure "A" and

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our information and according tothe explanations given to us:

a. The Holding Company, subsidiary companies, associate companies and jointly controlled companies,incorporated in India, has pending litigations, which would impact its financial impact and the same havebeen disclosed in the standalone financial statements of Holding Company.

b. The Holding Company, subsidiary companies, associate companies and jointly controlled companiesincorporated in India did not have any long term contracts including derivative contracts for which therewere any material foreseeable losses.

c. There were no amounts which were required to be transferred, to the Investor Education and ProtectionFund by the Company.

d. The Holding Company, subsidiary companies, associate companies and jointly controlled companiesincorporated in India has provided requisite disclosure in its financial statement as to holdings as well asdealings the Specified Bank Notes (SBN) these are in accordance with Books of Accounts maintained bythe Company.

Other Matter

We did not audit the financial statements/consolidated financial statements of certain subsidiaries, Associateswhose financial statements/consolidated financial statements have been audited by other auditors whosereports have been furnished to us and our opinion is based solely on the reports of the other auditors.

Our report is not qualified in respect of other matters.



66


67

Annexure-"A"Annexure to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of sub section 3 of Section 143, of The CompaniesAct, 2013 ("the Act") In conjunction with our audit of the Consolidated Financial Statements of the Company as of andfor the year ended 31 March 2017, we have audited the internal financial controls over financial reporting of RaghunathInternational Limited (The Holding Company) and its Associates Companies while incorporated in India, as of thatdate.

Management's Responsibility for Internal Financial Controls

The Respective Board of Director of the Holding Company and its Associates Companies which are company incorporatedin India is responsible for establishing and maintaining internal financial controls based on the internal control overfinancial reporting criteria established by the Company considering the essential components of internal control stated inthe Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India. These responsibilities include the design, implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, includingadherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, and the timely preparation of reliable financial information, asrequired under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based onour audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribedunder section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, bothapplicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether adequate internal financial controls over financial reporting was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the riskthat a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinionon the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financial control over financial reportingincludes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accuratelyand fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being made only in accordancewith authorizations of management and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could havea material effect on the financial statements.


68

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occur and notbe detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periodsare subject to the risk that the internal financial control over financial reporting may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.OpinionIn our opinion, the Holding Company and its Associates Companies which are incorporated in India, have in, in all materialrespects, an adequate internal financial controls system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reportingcriteria established by the Company considering the essential components of internal control stated in the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



69

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2017

PARTICULARS Note No.

I. EQUITY AND LIABILITIES

(1) Shareholders' Funds

(a) Share Capital 1A 50,002,000.00 50,002,000.00

(b) Reserves and Surplus 2 46,137,018.06 45,401,940.11

(2) NON - CURRENT LIABILITIES

(a) Other Payables 3 710,100.00 850,175.00

(b) Long - Term Provisions 4 1,274,856.00 1,187,236.00

(3) CURRENT LIABILITIES

(a) Trade Payables 5 30,262.00 3,351.40

(b) Other Current Liabilities 6 2,342,363.00 2,332,726.00

(c) Short - Term Provisions 7 1,204,680.00 1,124,835.00

TOTAL 101,701,279.06 100,902,263.53

II. ASSETS

(1) Non - Current Assets

Fixed Assets

(a) Tangible Assets 8 897,935.12 426,581.99

(b) Non - Current Investments 9 28,952,904.72 28,809,877.10

(c) Deferred Tax Assets (Net) 10 2,504,028.40 2,476,953.40

(d) Long - Term Loans and Advances 11 43,501,106.00 43,501,106.00

(2) Current Assets

(a) Inventories 12 16,048,065.02 16,048,065.02

(b) Trade Receivables 13 5,298,520.00 5,728,098.00

(c) Cash and Cash Equivalents 14 1,931,092.99 1,632,610.17

(d) Short-Term Loans and Advances 15 2,567,626.84 2,278,971.84

TOTAL 101,701,279.06 100,902,263.53

SIGNIFICANT ACCOUNTING POLICIES 1

The Accompanying notes to accounts are integral part of Financial StatementsAs per our report of even date attached

As At31.03.2017

(Rs.)

As At31.03.2016

(Rs.)








70

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2017

PARTICULARS NOTE NO.

INCOME

Other Income 16 4,225,042.00 6,495,318.57Total Revenue 4,225,042.00 6,495,318.57

EXPENSESPurchases/Work-in-Progress-Arya Nagar Building - 900,075.00Change in inventory 17 - (900,075.00)Employee Benefit Expenses 18 2,082,620.00 2,207,735.00Financial Costs 495.93 2,020.78Depreciation 8 70,401.63 727,482.84Other Expenses 19 1,910,553.85 1,944,772.59Total Expenses 4,064,071.41 4,882,011.21

Profit before exceptional and extraordinary items and tax 160,970.59 1,613,307.36Extra-Ordinary Items 20 538,239.75 -Profit Before Tax But After Extra Ordinary Items 699,210.34 1,613,307.36

Tax Expenses Income Tax Adjustments for Earlier Year (1,000.00) - Income Tax for the year (133,235.00) (307,416.00) Deferred tax asset 27,075.00 35,623.00Profit for the Year 592,050.34 1,341,514.36(i) Profit of Associates 143,027.62 382,552.25Consolidated Profit for the Year 735,077.96 1,724,066.61

Weighted Average Number of Equity Shares 5,000,200 5,000,200Basic/Diluted Earning Per Share 0.15 0.34

SIGNIFICANT ACCOUNTING POLICIES 1The Accompanying notes to accounts are integral part of Financial StatementsAs per our report of even date attached For Kumar Piyush & Co. Firm Registration No.: 005120N Chartered AccountantsSd/-VIRENDRA KUMAR GOELPartnerMembership Number: 083705Place : New DelhiDate : May 30, 2017





(Rs.)


(Rs.)



S.No.

A.

B.

C.

D.

PARTICULARS

CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax and Extraordinary ItemsAdjustments for :DepreciationPreliminary, Deferred and Issue Expenses Written OffDeferred Tax ProvisionInterest and Other IncomeInterest PaidPrior Period Expenditure net of incomeOperating Profit Before Working Capital ChangesAdjustments for:Trade and Other ReceivablesInventoriesTrade PaymentsCash Generated from OperationsInterest PaidDirect Taxes PaidCASH FLOW BEFORE EXTRAORDINARY ITEMSNet Cash from Operating ActivitiesCASH FROM INVESTING ACTIVITIESPurchase of Fixed AssetsSale of Fixed AssetsChange in Valuation of Investments Interest and Other Income Net Cash from Investing ActivitiesCASH FLOW FROM FINANCING ACTIVITIESProceeds from Issue of Share CapitalProceeds from Long Term BorrowingsShare PreimiumPublic Issue and Other ExpensesNet Cash from Financing ActivitiesNET INCREASE IN CASH AND CASH EQUIVALENTSCash and Cash Equivalents at the beginning of the yearCash and Cash Equivalents at the end of the year

31.03.2017(Rs.)

735,077.96

--

(27,075.00)---

708,002.96

(140,923.01) -

(23,682.41)825,243.56

--

825,243.56825,243.56

471,353.12-

143,027.62-

614,380.74

-87,620.00

--

87,620.00298,482.82

1,632,610.171,931,092.99

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017

31.03.2016(Rs.)

1,995,859.61

727,482.84 -

(35,623.00) (6,495,318.57)

2,020.78 3,488,465.65 (317,112.69)

(902,405.00) 900,075.00

(2,072,852.85) (2,387,635.54)

(2,020.78) (271,793.00)

(2,661,449.32) (2,661,449.32)

- -

21,118,877.10 (6,495,318.57) 14,623,558.53

- 115,284.00

17,247,859.20 -

17,363,143.20 78,135.35

1,554,474.82 1,632,610.17

As per our report of even date attached.


71


Sd/-VIRENDRA KUMAR GOELPartnerMembership Number: 083705Place: New DelhiDate: May 30, 2017





72

1. SIGNIFICANT ACCOUNTING POLICIES

I BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

These consolidated financial statements have been prepared to comply with the Generally Accepted AccountingPrinciples in India (Indian GAAP), including the Accounting Standards notified under the relevant provisions of theCompanies Act, 2013.

II PRINCIPLES OF CONSOLIDATION

The consolidated financial statements relate to RAGHUNATH INTERNATIONAL LIMITED ('the Company') and itssubsidiary companies, associates and joint ventures. The consolidated financial statements have been preparedon the following basis:

a) The financial statements of the Company and its subsidiary companies are combined on a line-by-linebasis by adding together the book values of like items of assets, liabilities, income and expenses, afterfully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard(AS) 21 - "Consolidated Financial Statements".

b) Interest in Joint Ventures (if any) has been accounted by using the proportionate consolidation method asper Accounting Standard (AS) 27 - "Financial Reporting of Interest in Joint Ventures".

c) In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated atthe average rate prevailing during the year. All assets and liabilities are converted at rates prevailing atthe end of the year. Any exchange difference arising on consolidation is recognised in the ExchangeFluctuation Reserve.

(d) The difference between the cost of investment in the subsidiaries, over the net assets at the time ofacquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or CapitalReserve, as the case may be.

(e) Minority Interest's share of net profit of consolidated subsidiaries for the year is identified and adjustedagainst the income of the group in order to arrive at the net income attributable to shareholders of theCompany.

(f ) Minority Interest's share of net assets of consolidated subsidiaries is identified and presented in theconsolidated balance sheet separate from liabilities and the equity of the Company's shareholders.

(g) Investment in Associate Companies has been accounted under the equity method as per AccountingStandard (AS) 23 - "Accounting for Investments in Associates in Consolidated Financial Statements".

(h) The Company accounts for its share of post acquisition changes in net assets of associates, aftereliminating unrealised profits and losses resulting from transactions between the Company and itsassociates to the extent of its share, through its Consolidated Profit and Loss Statement, to the extentsuch change is attributable to the associates' Profit and Loss Statement and through its reserves for thebalance based on available information.

i) The difference between the cost of investment in the associates and the share of net assets at thetime of acquisition of shares in the associates is identified in the financial statements as Goodwill orCapital Reserve as the case may be.

j) As far as possible, the consolidated financial statements are prepared using uniform accounting policiesfor like transactions and other events in similar circumstances and are presented in the same manner asthe Company's separate financial statements.


k) The list of subsidiary companies, joint ventures and associates which are included in the Consolidationand the Group's holdings therein are as under:

Name of the Company Ownership in % either Country directly or through Subsidiaries of Incorporation

2016-2017 2015-2016Associate:(i) Raghunath Builder Private Limited 33.28% 33.28% India

IIII. Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS)-13 on "Accounting for Investments".

1A OTHER NOTES TO ACCOUNTS AND SIGNIFICANTS ACCOUNTING POLICIES

These are set out under "Notes to Accounts and Significant Accounting Policies" as given in the Company'sstandalone financial statements.


73


Sd/-VIRENDRA KUMAR GOEL Partner Membership Number: 083705Place: New Delhi Date: May 30, 2017





74

20 -

a- C

onso

lidat

ed S

egm

ent

Rep

ortin

g as

at

Mar

ch 3

1, 2

017

Pan

Mas

ala

and

allie

d pr

oduc

ts,

tradi

ng/a

genc

y an

d re

al e

stat

e ar

e co

nsid

ered

thr

ee m

ain

busi

ness

seg

men

ts,

whe

reas

oth

er r

emai

ning

act

iviti

es a

reco

nsid

ered

co

nstit

utin

g u

n-al

loca

ble

busi

ness

seg

men

t in

the

con

text

of

Acc

ount

ing

Stan

dard

- 1

7 on

Seg

men

t R

epor

ting,

iss

ued

by t

he I

nstit

ute

ofC

harte

red

Acco

unta

nts

of I

ndia

.Seg

men

t Rev

enue

, Seg

men

t Res

ults

, Seg

men

t Ass

ets

and

Segm

ent L

iabi

litie

s in

clud

e th

e re

spec

tive

amou

nts

iden

tifia

ble

to e

ach

of t

he s

egm

ent.

The

expe

nses

, whi

ch a

re n

ot d

irect

ly r

elat

able

to

the

busi

ness

seg

men

t, ar

e sh

own

as u

nallo

cate

d co

st.

Ass

ets

and

Liab

ilitie

s,w

hich

can

not

be a

lloca

ted

betw

een

the

segm

ents

, ar

e sh

own

as u

nallo

cate

d as

sets

and

liab

ilitie

s re

spec

tivel

y.

Pan

Mas

ala

and

Alli

ed P

rodu

cts

Trad

ing/

Age

ncy

Rea

l E

stat

e U

nallo

cabl

e T

otal

Par

ticu

lars

2016

-201

7

2015

-201

620

16-2

017

2

015-

2016

201

6-20

17

201

5-20

1620

16-2

017

2

015-

2016

2016

-201

7

2

015-

2016

Sale

s/R

ecei

pts

-

-

-

-

4,0

68,0

48

3,9

32,8

6015

6,99

4

2,5

62,4

594,

225,

042

6,4

95,3

19

Less

: Inte

r Seg

men

t Rev

enue

-

-

-

-

-

-

-

-

-

-

Tota

l Rev

enue

-

-

-

-

4,0

68,0

48

3,

932,

860

156,

994

2,56

2,45

94,

225,

042

6,4

95,3

19

Segm

ent R

esul

ts B

efor

e In

tere

st,

Extra

ordi

nary

Item

s an

d Ta

x

-

-

-

- 4

,068

,048

3,93

2,86

0(3

,906

,581

)

(2,3

17,5

32)

161,

467

1,61

5,32

8

Less

: Inte

rest

-

-

-

-

-

-(4

96)

(2

,021

)(4

69)

(2,

021)

Prof

it/(L

oss)

Bef

ore E

xtra

ordi

nary

Item

s and

Tax

-

-

-

-

4,06

8,04

8

3,

932,

860

(3,9

07,0

77)

(

2,39

1553

)16

0,97

1

1

,613

,307

Extra

Ord

inar

y Ite

ms

-

-

-

-

-

- 5

38,2

40-

538

,240

-

Prof

it B

efor

e Ta

x

-

-

-

-4,

068,

048

3,93

2,86

0(3

,368

,838

)

(2,

3915

53)

699,

210

1,

613,

307

Cur

rent

Taxe

s

-

-

-

-

-

-

(134

,235

)

(307

,416

)

(13

4,23

5)

(

307,

416)

Def

erre

d Ta

x

-

-

-

-

-

-

27,0

75

35

,623

27,0

75

35,

623

Prof

it Af

ter T

ax

-

-

-

-4,

068,

048

3,93

2,86

0(3

,475

,998

)

(2

,591

,346

)59

2,05

0

1,

314,

514

Pro

fit A

fter T

ax o

f Ass

ocia

tes

-

-

-

-

-

-14

3,02

8

382

,552

143,

028

3

82,5

52

Con

solid

ated

Pro

fit A

fter T

ax

-

-

-

-(3

,332

,970

)

(2,2

08,7

93)

735

,078

1

,724

,067

Segm

ent A

sset

s

37,1

82,1

06

3

7,18

2,10

6

-

-27

,561

,163

27,

991,

163

34,4

53,5

60

33,

252,

041

99,1

97,2

51

98

,425

,310

Segm

ent L

iabi

lities

-

-

-

-

2,25

0,00

0

2,

250,

000

3,31

7,61

7

3,

248,

323

5,56

7,61

7

5,

498,

323

Tota

l Cos

t to

Acq

uire

the

Seg

men

t Ass

ets

-

-

-

-

-

-

-

-

-

-

Segm

ent D

epre

ciaito

n

-

-

-

-

-

-

70,4

02

727

,783

70,4

02

727

,483

Non

Cas

h Ex

pens

es O

ther

Tha

n D

epre

ciat

ion

-

-

-

-

-

-

43

7,00

7

43

2,72

643

7,00

7

43

2,72

6


75

As At31.03.2017

Equity SharesAs At

31.03.2017

2 - Reserves and SurplusGENERAL RESERVE 7,300,000.00 7,000,000.00Balance as per last Balance Sheet 120,000.00 300,000.00Add : Transferred from Statement of Profit and Loss 7,420,000.00 7,300,000.00

Security Premium 17,247,859.20 17,247,859.20Post Acquisition Premium of Associates: 17,247,859.20 17,247,859.20Additions during the Year

Surplus in statement of Profit and Loss 16,983,063.00 15,941,548.64Balance brought forward from previous year 592,050.34 1,341,514.36Add: Profit for the year 120,000.00 300,000.00

NOTES TO ACCOUNTS FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2017

PARTICULARS

1A - Share CapitalAUTHORISED6,000,000 (6,000,000) Equity Shares of Rs. 10/- each 60,000,000.00 60,000,000.00

ISSUED, SUBSCRIBED AND PAID UP5,000,200 (5,000,200) Equity Shares of Rs. 10/- each fully paid up 50,002,000.00 50,002,000.00

50,002,000.00 50,002,000.00a.) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

No. Amount No. Amount

At the beginning of the year 5,000,200 50,002,000.00 50,002,000.00 5,000,200 50,002,000.00Issued during the year - - - - -Outstanding at the end of the year 5,000,200 50,002,000.00 50,002,000.00 5,000,200 50,002,000.00 50,002,000.00

b.) Details of shareholders holdingmore than 5% in the company

No. %Holding No. %Holding

Raghunath Holdings and Finlease Private Limited 705,000 14.10 705,000 14.10705,000 14.10 705,000 14.10


As At31.03.2016

As At31.03.2016

As At31.03.2017

(Rs.)

As At31.03.2016

(Rs.)

76


Less:Transferred to General Reserve 17,455,113.34 16,983,063.00 Net Surplus

Reserve and Surplus of AssociatesPost Acquisition reserve and surplus of Associates 3,871,017.90 3,488,465.65Additions during the Year 143,027.62 382,552.25Net Surplus of Associates 4,014,045.52 3,871,017.90Total Reserves and Surplus 46,137,018.06 45,401,940.10

3 - NON CURRENT LIABILITIES

i - Trade payables - 73,075.00Trade Payable for Expenses - 73,075.00

ii - Other non current liabilities 350,000.00 350,000.00Security Deposits from Contractor 360,100.00 427,100.00Security Deposits from Tenants 710,100.00 777,100.00

Total (i)+(ii) 710,100.00 850,175.00

4 - Long-Term ProvisionsProvision for Employee Benefits 1,274,856.00 1,187,236.00Gratuity Payable 1,274,856.00 1,187,236.00

5 - Trade PayablesTrade Payable for Goods - -Trade Payable for Expenses 30,262.00 3,351.40

30,262.00 3,351.406 - Other Current LiabilitiesAdvance from Customers against Property 1,900,000.00 1,900,000.00Advance from Tenant- Manoj Kumar Gupta 5,356.00 -Expenses Payable 437,007.00 432,726.00

2,342,363.00 2,332,726.007 - Short - Term ProvisionsTDS Payable 23,862.00 80,686.00Income Tax Provision (Assessment Year 2015-2016) 736,733.00 736,733.00Income Tax Provision (Assessment Year 2016-2017) 307,416.00 307,416.00Income Tax Provision (Assessment Year 2017-2018) 133,235.00 -Service Tax Payable 3,434.00 -

1,204,680.00 1,124,835.00

As At31.03.2017

(Rs.)

As At31.03.2016

(Rs.)

PARTICULARS

77

8 -

Fix

ed A

sset

s-C

onso

lidat

edPa

rticu

lars

GR

OSS

BLO

CK

Accu

mul

ated

Dep

reci

atio

n/Am

ortiz

atio

n

N

ET B

LOC

K

Tang

ible

Ass

ets

Plan

t and

Mac

hine

ry

15

1,5

58,0

58.3

5 -

-

1

,558

,058

.35

1,2

00,2

40,0

6

45,

916.

59 -

1,2

46,1

56.6

5-

311

,901

.70

357,

818.

29

Offi

ce E

quip

men

ts

5

112

,902

.67

- -

112

,902

.67

90,

499,

29

16,7

58.2

6 -

107

,257

55-

5,6

45.1

3 2

2,40

3.39

Furn

iture

and

Fixt

ures

1

0 4

83,2

63.3

6 -

-

4

83,2

63.3

6 4

83,2

63.7

4

-

(2

4,16

3,55

) 45

9,10

0.19

- 2

4,16

3.17

(0.3

8)

Com

pute

r and

Sof

twar

e

3 3

,513

,954

.73

- -

3,5

13,9

54.7

3 3

,513

,954

.73

-

(1

75,6

97.9

4) 3

,338

,256

.80

- 1

75,6

97.9

4(0

.00)

Vehi

cles

8 6

,837

,865

.12

- -

6,8

37,8

65.1

2 6

,791

,504

.10

7,7

26,7

8

(31

4,89

3326

) 6,4

57,3

37.9

3-

380

,527

.19

46,

360.

71

Tota

l 12

,506

,044

.23

- -

12,

506,

044.

23

12,0

79,4

62.2

3

70,

401.

63

(541

,754

.75)

11,6

08,1

09.1

1-

897,

935.

12 42

6,58

2.00

Prev

ious

year

12,5

06,0

44.2

3 -

-

1

2,50

6,04

4.23

11

,351

,979

.39

7

27,4

82.8

4 -

12,0

79,4

62.2

3-

426,

582.

00 1,

154,

064.

84

Estim

ated

Life

of A

sset

s

Bala

nce

asat

01.0

4.20

16(R

s.)

Addi

tion

durin

g th

eye

ar(R

s.)

Dis

posa

l/W

ritte

n O

ff(R

s.)

Bala

nce

asat

31.0

3.20

17(In

Rup

ees)

Bala

nce

asat

01.0

4.20

16(In

Rup

ees)

Dep

reci

atio

Cha

rged

for

the

Year

(Rs.

)

Adjus

tmen

tsin

(Rs.

)

Bala

nce

asat

31.0

3.20

17(R

s.)

Tran

ition

Adju

stm

ents

from

Ear

ings

(Rs.

)

Bala

nce

asat

31.0

3.20

17(R

s.)

Bala

nce

asat

31.0

3.20

16(R

s.)


78

As At31.03.2017

(Rs.)

As At31.03.2016

(Rs.)

PARTICULARS

9 - Non - Current Investments

Investment in Equity Instrument

IN EQUITY SHARES OF ASSOCIATE COMPANYAt Cost, Unquoted and Fully paid up Equity Shares7,646,000 (7,646,000) Equity shares of Re. 1/- each in Raghunath Builders Private Limited 28,907,904.72 28,764,877.10(Captial Reserves amouting to Rs.-3,068,607.92)-33.28% (33.28%)

IN EQUITY SHARES OF OTHER THAN SUBSIDIARY AND ASSOCIATE COMPANIESAt Cost, Unquoted and Fully paid up Equity Shares45,000 (45,000) Equity Shares of Re.1/- each in RPA Aventures Private Limited-4.33% (4.33%)(Fromerly known as Vastu Real Estate and Consultancy Services Private Limited) 45,000.00 45,000.00

28,952,904.72 28,809,877.10

Aggregate Book Value of Unquoted Investments 28,952,904.72 28,809,877.10

10 - Deferred Tax Asset - (Net)

a) Deferred tax assets and liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws.

b) Break up of deferred tax assets/liabilities and reconciliation of current year tax charge is as follows:

Deferred Tax AssetOpening Balance 2,476,953.40 2,441,330.40Arising out of timing differenceTax impact of expenses charged in the financial statements but 27,075.00 35,623.00allowable as deductions in future years under income tax

(A) 2,504,028.40 2,476,953.40Deferred Tax LiablityOpening BalanceArising out of timing differenceTax impact of expenses charged in the financial statements but - -allowable as deductions in future years under income tax

(B) - -

Net Deferred Tax Liabilty (A-B) 2,504,028.40 2,476,953.40


79

As At31.03.2016

(Rs.)

PARTICULARS

NOTES TO ACCOUNTS FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS ATMARCH 31, 2017

As At31.03.2017

(Rs.)




11 - Long - term loans & advancesUnsecured & Considered GoodDeposits with Central Excise, Custom and Sales Tax Departments 37,182,106.00 37,182,106.00Advances 100,000.00 100,000.00Advances for purchase of Land and Building 6,215,000.00 6,215,000.00Security Deposit 4,000.00 4,000.00

43,501,106.00 43,501,106.00

12 - Inventories(As valued and certified by the management)Land and Building 13,248,065.02 13,248,065.02Flats 2,800,000.00 2,800,000.00

16,048,065.02 16,048,065.02

13 - Trade ReceivablesOutstanding for more than 6 months 4,323,545.00 4,954,288.00Outstanding for less than 6 months 974,975.00 773,810.00

5,298,520.00 5,728,098.00

14 - Cash and Cash EquivalentsCash on Hand including Imprest 13,294.28 24,480.28

Balance With Scheduled Banks in:Current Accounts 527,883.71 301,731.89Fixed Deposit Accounts 1,389,915.00 1,306,398.00

1,931,092.99 1,632,610.17

15 - Short - Term Loans and AdvancesAdvance Tax (Including TDS) 2,364,086.84 2,051,270.84Sundry Receivables 203,175.00 227,069.00Prepaid Expenses 365.00 632.00

2,567,626.84 2,278,971.84

16 - Other Income

Interest Received 83,908.00 75,373.00Rent 4,068,048.00 3,932,860.00Creditors, being Not Payable Written Back 73,075.00 2,487,085.57Miscellaneous Receipts 11.00 -

4,225,042.00 6,495,318.57



(Rs.)

PARTICULARS

NOTES TO ACCOUNTS FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARENDED ON MARCH 31, 2017


(Rs.)

17 - Change in inventory

Opening StockLand and Building-Arya Nagar 11,966,159.02 11,066,084.02Land at Civil Lines 230,281.00 230,281.00Land at Bagdaudhi 1,051,625.00 1,051,625.00Flats 2,800,000.00 2,800,000.00

16,048,065.02 15,147,990.02Closing StockLand and Building-Arya Nagar 11,966,159.02 11,966,159.02Land at Civil Lines 230,281.00 230,281.00Land at Bagdaudhi 1,051,625.00 1,051,625.00Flats 2,800,000.00 2,800,000.00

16,048,065.02 16,048,065.02

Increase/(Decrease) in Inventory - 900,075.00

18 - Employee benefit expenses

Salaries, Wages and Bonus 1,995,000.00 2,092,451.00Gratuity 87,620.00 115,284.00

2,082,620.00 2,207,735.0019 - Other expenses

Rent 132,000.00 132,000.00Rates and Taxes 303,641.00 303,643.00Travelling and Conveyance 13,646.00 8,269.00Insurance 979.00 629.00Vehicles Running and Maintenance 102,000.00 93,500.00Postage and Courier 73,163.35 68,865.42Telephone 39,998.00 62,586.00Legal and Professional Charges 433,735.50 423,707.89Advertisement 99,769.00 153,900.00Listing Fee 229,000.00 224,720.00Auditors' Remuneration 115,000.00 114,500.00Other 367,622.00 358,452.28

1,910,553.85 1,944,772.5920 - Extra Ordinary ItemsDepreciation Excess Provided in Earlier Years, Reversed 541,754.75Prior Period Expenses (3,515.00)

538,239.75 -

80

Form AOC-1(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Lakhs.)Sl. No. Particulars Details1. Name of the subsidiary N/A2. Reporting period for the subsidiary concerned, N/A

if different from the holding company's reporting period3. Reporting currency and Exchange rate as on the last date of the relevant N/A

Financial year in the case of foreign subsidiaries4. Share capital N/A5. Reserves & surplus N/A6. Total assets N/A7. Total Liabilities N/A8. Investments N/A9. Turnover N/A10. Profit before taxation N/A11. Provision for taxation N/A12. Profit after taxation N/A13. Proposed Dividend N/A14. % of shareholding N/A

Notes: The following information shall be furnished at the end of the statement:1. There are no subsidiaries which are yet to commence operation.2. There are no subsidiaries which have been liquidated and sold during the year.


81


Part "B": Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companiesand Joint VenturesName of associates/Joint Ventures Raghunath Builders

Private Limited1. Latest audited Balance Sheet Date 31-03-20172. Shares of Associate/Joint Ventures held by the company on the year end

i. No. 7,646,000ii. Amount of Investment in Associates/Joint Venture (in Lakhs) Rs. 76.46iii. Extend of Holding% 33.28

3. Description of how there is significant influence By investing into shares4. Reason why the associate/joint venture is not consolidated N/A5. Net worth attributable to shareholding as per latest audited Balance Sheet Rs. 319.766. Profit/Loss for the year

i. Considered in Consolidation Rs. 1.43ii. Not Considered in Consolidation Rs. 2.87

1. There are no Joint ventures which are yet to commence operation.2. There are no Joint ventures which have been liquidated and sold during the year.

Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.

82

For Kumar Piyush & Co. Chartered Accountants

For and on Behalf of the Board

Sd/-Virendra Kumar GoelPartner(Membership N0: 83705)Date:- 30th May, 2017

Sd/-G.N. ChoudharyWhole Time Director(DIN No: 00012883)

Sd/-Samar Bahadur SinghDirector(DIN No: 00033510)


83

TO WHOM SO EVER IT MAY CONCERN

Sub: Declaration pursuant to Regulation 33(3)(d) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015

Dear Sir,

Pursuant to the provisions of Regulation 33(3)(d) of the SEBI (LODR), 2015 Regulations read with CircularNo. CIR/CFD/CMD/56/2016 dated 27th May, 2016, we hereby declare that the Audit Report filed by the Company dated30th May, 2017 along with the financial results for the quarter & year ended on 31st March, 2017, is Unmodified.

You are requested to kindly take the documents on your record and oblige.

Thanking you

Your faithfully

For Raghunath International Limited

Sd/- G. N. Chaudhary(Chief Executive Officer)

84

Form No. SH-13Nomination Form

[Pursuant to Section 72 of the Companies Act, 2013 and Rule 19(1) of The Companies(Share Capital and Debentures) Rules, 2014]

To,Raghunath International LimitedMandhana Bithoor Road,Village Chaudharipur , BithoorKanpur-209201

I/We ____________________________ the holder(s) of the securities, particulars of which are given hereunder, wishto make nomination and do hereby nominate the following persons in whom shall vest, all the rights in respect of suchsecurities in the event of my/our death.

(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made):Nature of Securities Folio No. No of Securities Certificate No. Distinctive No.

(2) PARTICULARS OF NOMINEE/S -(a) Name:(b) Date of Birth:(c) Father's / Mother's / Spouse's name:(d) Occupation:(e) Nationality:(f ) Address:(g) E-mail Id. & Telephone No. :(h) Relationship with the security holder(s):

(3) IN CASE NOMINEE IS A MINOR -(a) Date of birth:(b) Date of attaining majority:(c) Name of guardian:(d) Address of guardian:

(4) PARTICULARS OF NOMINEE IN CASE MINOR NOMINEE DIES BEFORE ATTAINING AGE OF MAJORITY -(a) Name:(b) Date of Birth:(c) Father's / Mother's / Spouse's name:(d) Occupation:(e) Nationality:(f ) Address:(g) Email Id. & Telephone No.:(h) Relationship with the security holder(s):(i) Relationship with the minor nominee:

Name(s) and Address of Security holder(s) Signature(s)

Name and Address of Witness Signature


85

Sl.No.

Form No. MGT-11Raghunath International Limited

Registered Office: Mandhana Bithoor Road, Village Chaudharipur, Bithoor, Kanpur - 209 201CIN: L52312UP1994PLC022559

Proxy form[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014] Name of the Member(s) Registered Address E-mail Id Folio No /Client ID DP ID I/We, being the member(s) of ____________shares of the above named company. Hereby appoint Name : E-mail Id: Address: Signature , or failing him Name : E-mail Id:

Address: Signature , or failing him

Name : E-mail Id: Address: Signature , or failing himas my/ our proxy to attend and vote( on a poll) for me/us and on my/our behalf at the ______________Annual GeneralMeeting / Extra-Ordinary General Meeting of the company, to be held on the ____ day of ___at_____ a.m. / p.m. at____________(place) and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution(S) VoteFor Against

1. To adopt the Audited Financial Statements (including Consolidated FinancialStatements) of the Company for the financial year ended on March 31st, 2017,together with the Board's Report, the Report of Auditors' thereon.

2. To Re-Appoint Mr. G. N. Choudhary (DIN: 00012883) as a Director. 3. To Appoint M/s Saria Gupta & Co., Chartered Accountants as a statutory

Auditor of the Company from the Conclusion of this AGM upto the Conclusionof Twenty Eighth AGM in place of M/s Kumar Piyush & Co. Retiring AuditorOf the Company.

*Applicable for investors holding shares in Electronic form.

Signed this _____day of _____20___

Signature of Shareholder Signature of Proxy holder Signature of the shareholder Across Revenue Stamp

Note:This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of theCompany not less than 48 hours before the commencement of the Meeting.

The proxy need not be a member of the company

AffixRevenueStamps


86

Form No. MGT-12

[Pursuant to section 109(5) of the Companies Act 2013 and rule 21(1) (c) of the Companies(Management and Administration) Rules 2014]

Name of the Company: Raghunath International LimitedRegistered Office: Mandhana Bithoor Road, Village Chaudharipur , Bithoor, Kanpur - 209 201

CIN: L52312UP1994PLC022559

BALLOT PAPER

S. No.

1.

2.

3.

4.

DetailsParticulars

Name of the First Named Shareholder( In Block Letters)

Postal Address

Registered Folio No. /8 Client ID No. ( * Applicable to Investors holdingShares in dematerialized form)

Class of Shares

I hereby exercise my vote in respect of Ordinary Resolutions enumerated below by recording my assent or dissentto the said resolutions in the following manner

No. I dissent fromthe resolution

1. To adopt the Audited Financial Statements(including Consolidated Financial Statements) ofthe Company for the f inancial year ended onMarch 31st, 2017, together with the Boards'Report, the Report of Auditors' thereon.

2. To Re-Appoint Mr. G.N. Choudhary (DIN:00012883) as a Director.

3. To Appoint M/s Saria Gupta & Co., CharteredAccountants as a statutory Auditor of theCompany from the Conclusion of this AGM uptothe Conclusion of Twenty Eighth AGM in place ofM/s Kumar Piyush & Co. Retiring Auditor Of theCompany.

I assent tothe resoltion

No. ofShares

held By me

Item No.

Place:

Date: (Signature of the Shareholder)


87

ATTENDANCE SLIP(To be handed over at the entrance of the meeting hall)

23rd Annual General Meeting held on ___________________

Full name of the members attending ____________________________________________________

(In block capitals)

Ledger Folio No./Client ID No. _______________________ No. of shares held: ___________________

Name of Proxy _____________________________________

(To be filled in, if the proxy attends instead of the member)

I hereby record my presence at the Twenty Third Annual General Meeting of the members of the Company held on Friday,29th Day of September, 2017 at its Registered Office at Mandhana Bithoor Road, Village- Chaudharipur , P.O.-Bithoor,Kanpur - 209 201 at 11:00 A.M.

(Member's /Proxy's Signature)

Note:

1) Members are requested to bring their copies of the Annual Report to the meeting, since further copies will not beavailable.

2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less than FORTY EIGHTHOURS before the commencement of the meeting.

3) A Proxy need not be a member of the Company.

4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy, shall beaccepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which thenames stand in the Register of Members.

5) The submission by a member of this form of proxy will not preclude such member from attending in person and votingat the meeting.

Raghunath International LimitedMandhana Bithoor Road, Village Chaudharipur Bithoor, Kanpur - 209201

CIN No.: L52312UP1994PLC022559 Tel. No.: 011-23852583 Fax No.: 011-23852666Website: www.raghunathintlimited.in E-mail: [email protected]


GurudevCinema Kalyan Pur

Hall

IITKanpur Mandhana

Bith

oor R

oad

Man

dhan

aB

ithoo

r R

oad

G. T. Road

Route Map

88


If undelivered please return toSecretarial Department

Raghunath international limited6926, Jaipuria Mills, Subzi Mandi, Clock Tower,Delhi-110007

Book Post / Courier

Documents

RAGHUNATH INTERNATIONAL LIMITED - · PDF fileCompanies Act, 2013, if any, read with the Companies ... In case a Member receives an email from NSDL [for members whose email IDs are