DIRECTORS' REPORT

To,

The Members,

Your Directors have pleasure in presenting their Twenty First Annual Report on the business and operations of the Company together with the Annual Accounts for the Financial Year ended on March 31, 2015.

OPERATIONS

During the year under review, the sales and other income of the Company increased to Rs. 288.09 (Lacs) as compared to Rs. 110.34 (Lacs) in the Previous Year. The Company has earned a Profit of Rs. 53.60 (Lacs) as against loss of Rs (1.79) (Lacs) in the previous year. The Company will focus on real estate and allied businesses and will formulate its strategies accordingly.

RESERVES

During the year under review , The Company has transferred Rs. 5,00,000.00 (Rupees Five lacs only) from the Profits of Current year 2014-2015, to general reserve of the Company & outstanding amount in the General reserve of the Company increased to Rs. 70.00 (Lacs).

DIVIDEND

During the year, the Company has earned adequate profit and Your Directors have decided to Plough back profits for the expansion of business of the Company and hence no dividend is recommended.

DEMATERIALIZATION OF EQUITY SHARES

The 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 March 31st, 2015 is as under:-

EXTRACT OF ANNUAL RETURN:

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

ANNEXURE I .

BOARD AND COMMITTEE MEETINGS

As per Companies Act, 2013 the Company is required to hold at least four Board Meeting in an Each Calendar year. During the year, Eleven Board Meetings were duly convened.

The Board has constituted an Audit Committee with *Mr. Manish Bhatia (DIN No. 02181290) Chairman, Mr. Shiv Prakash Trivedi (DIN No. 00710843), Mr. Samar Bahadhur Singh (DIN No. 0003510), **Mrs. Priyanka Mishra (DIN No. 0714558). There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

* Mr. Manish Bhatia (DIN No. 02181290), Independent Non Executive Director of the Company, has resigned from office of Director on 23.4.2015.

** Mrs. Priyanka Mishra (DIN No. 0714558), has been appointed as an Additional Independent Non executive Director of the Company with effect from 31.3.2015.

Details of composition of the Board and its Committees and Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings were within the period 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' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable Accounting 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 and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

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

(iv) That Director has prepared the annual accounts for the financial year ended on 31st March, 2015, on 'going concern' basis.

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. G. N Choudhary, Chairman and Whole Time Director (DIN No.00012883) of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Ms. Asha Mittal, (ACS-32348), was appointed as Company Secretary (Whole-Time Key Managerial Personnel) on 06th January 2015, and has resigned from the office with effect from 6th May 2015, due to some personal reasons.

Mr. Manish Bhatia, Director (DIN No. 02181290) of the Company, was appointed as Independent Non Executive Director in the Company on 01st May 2008 and, has resigned from the office with effect from 23rd April 2015, due to preoccupancy or any other reason.

Mrs. Priyanka Mishra, Director (DIN No. 07145586) of the Company has been appointed as an Independent Non Executive Additional Director on 31st March 2015.

Ms. Ridima Mishra, (ACS-39208) has been appointed as a Company Secretary (Whole- Time Key Managerial Personnel) with effect from 30.05.2015.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In the opinion of the Board, they fulfilled the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. The declaration was placed before the board for their review.

POLICY ON DIRECTORS, KMP & OTHER EMPLOYEES

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

Policy for Nomination and Remuneration of Directors:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to evaluate the Performance of the Board on a periodic basis, including each time a Director's appointment or re-appointment is required or not. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

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

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an 'Independent Director' if he/ she meets with the criteria for 'Independent Director' as laid down in the Companies, Act 2013 and Clause 49 of the Listing Agreement.

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

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

AUDITORS AND AUDITORS REPORT

Statutory Auditors:

M/s Kumar Piyush & Co. (Firm Registration No. 005120N) Chartered Accountants, the Statutory Auditor of the Company, will retire at the conclusion of ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of One Year from the conclusion of this Annual General Meeting [AGM] till the conclusion of Twenty Second AGM.

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 auditor for the Financial Year ended 2014-2015.

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.  2014-2015.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Sushil Gupta & Associates, Company Secretaries, Kanpur to undertake the Secretarial Audit of the Company for the year ended on 31st March, 2015.

Secretarial Auditor Report

The Secretarial Audit Report is annexed as Annexure III. The Secretarial Audit Report for the financial year ended on 31st March, 2015 does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDIT & CONTROLS

The Company has appointed, Mr. Sandeep Kumar Saraogi, Chartered Accountant (ACA-411706), as an Internal Auditor of Company to ensure compliances and effectiveness of the Internal Control Systems in place, as per the decision taken during the financial year 2014-2015. During the year, the Company continued to implement his suggestions and recommendations to improve the control environment and his scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loan, guarantees, securities or investments to any person or body corporate, under section 186 of Companies Act, 2013 during the financial year 2014-15. The Company has passed the Special resolution in its Twentieth Annual General Meeting, which was held on 29th September 2014, to empower the Board of director of the Company, to give any loan to any other person or body corporate, to give any guarantee and provided any 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 50.00 Crore at any time in any financial year.

RELATED PARTY TRANSACTIONS

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

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

FAMILIARIZATION PROGRAM

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

MATERIAL CHANGES AND COMMITMENTS

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

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

The information required under Section 134 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 conservation measure can be taken. However, efforts are being made to conserve and optimize the use of energy, wherever possible.

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

Technology Absorption:

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

RISK MANAGEMENT POLICY

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and other Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DETAILS OF SUBSIDARY/ JOINTVENTURES/ ASSOCIATE COMPANIES

Pursuant to sub-section (3) of Section 129 of the Companies Act, 2013 the statement containing the salient feature of the financial statement 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/ associate Companies/joint Ventures] as a part of Financial Statement.

DEPOSITS

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

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going con­cern status and Company's operations in future NIL

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism and Whistle Blower Policy in terms of Listing Agreement, to provide a formal mechanism to the Directors and employees, to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company website at <http://www.raghunathintlimited.com/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 of employees is annexed as Annexure II of the Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

NOMINATION AND REMUNERATION POLICY

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

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meet appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objective appropriate to the working of the company and its goals.

CORPORATE GOVERNANCE REPORT

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Reports on Corporate Governance is included in the Annual Report and Certificate dated 01st September, 2015 of the Auditors of your Company confirming the compliance of conditions of Corporate Governance is also annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement of Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of this report.

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

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

INDUSTRIAL RELATIONS

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

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Stock Exchanges where the Company's Shares are listed.

Our Company were also listed on U.P. Stock Exchange earlier, being the regional Stock Exchange. The Shareholders of UP Stock Exchange at their Extra-Ordinary General Meeting held on 30th June, 2014 made a request to (SEBI) Security and Exchange Board of India for its Exit as Stock Exchange. Which request was confirmed by the SEBI wide its Exit order dated on 09th June, 2015 hence the recognition of UPSE was withdrawn by SEBI.

ACKNOWLEDGMENTS

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

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

 (G. N. Choudhary)  

Whole -Time Director

DIN NO.00012883

(Samar Bahadur Singh)

Director

DIN NO. 00033510

Date: 01st September, 2015

Place: Delhi