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Rajdhani Leasing & Industries Ltd.

BSE: 523030 | NSE: | Series: NA | ISIN: INE608D01016 | SECTOR: Miscellaneous

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Annual Report

For Year :
2015 2014 2013 2012 2011 2008 2006

Director’s Report

To, The Member(S), The Directors have pleasure in presenting the 29th Annual Report together with the audited statement of accounts of the Company for the financial year ended 31st March, 2015. 1. BACKGROUND Allied herbals Limited is a Company Listed on Bombay Stock-Exchange. The company intends to carry on the business of personal care products and services but the Company does not have significant operations during the year . The company was formerly known as Rajdhani Leasing and Industries Limited. 2. FINANCIAL RESULTS The performance of the company for the financial year ended March 31, 2014 is summarized below: ITEM As on 31st March, 2015 As on 31st March, 2014 (in INR) (in INR) Sales & other Income - - Expenditure 3,54,761 189, 937 Profit / Loss before depreciation and tax (354761) (189, 937) Tax Nil Nil Nil Profit / Loss after tax and depreciation (357,215) (194, 652) 3. PERFORMANCE REVIEW During the year, the Company has not conducted any business. Company is a going concern despite of any business, administrative expenditure has been incurred which resulted into a loss of Rs. 357215. 4. LISTING INFORMATION: The shares of the Company are listed on Bombay Stock Exchange. Further the shares are held in demat as well as in Physical forms. 5. DIVIDEND Considering the present conditions of business, loss occurred and growth stage of Company during the year. The Board of Directors of the company is not in position to recommend any dividend for the Financial Year 2014-15. 6. CHANGE IN THE NATURE OF BUSINESS There is no Changes in the Nature of Business of the Company during the Financial Year. 7. SHARE CAPITAL The authorized Share Capital of the Company was Rs 2,00,00,000( Rupees Two Crore) and paid-up Equity Share Capital of the Company on March 31, 2015, was Rs. 1,57,00,000( Rupess One Crore Fifty Seven Lakh). There was no change in the Authorized or the Paid-up Capital/Subscribed Capital during FY 2014-15. a) BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. b) SWEAT EQUITY The Company has not issued any Sweat Equity Shares during the year under review c) BONUS SHARES No Bonus Shares were issued during the year under review. d) EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employee e) SHARES WITH DIFFERENTIAL RIGHTS The Company has not issue any Equity shares with Differential Rights. 8. EXTRACT OF ANNUAL RETURN An extract of the Annual Return pursuant to Section 92(3) is annexed in Form MGT-9 (Annexure -I) 9. NUMBER OF MEETING OF BOARD OF DIRECTORS The Board of Directors duly met 5 (five) times dated 29/05/2014, 12/08/2014, 01/09/2014, 13/11/2014, 11/02/2015 during the year in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The time gap between two consecutive meetings of the Board did not exceed one hundred and twenty days. 10. DIRECTORS'' RESPONSIBILITY STATEMENT As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby states that: I. In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures. II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit and Loss of the company for that period. III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. IV. The Directors had prepared the annual accounts on a Going Concern Basis. V. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ;and VI. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such system were adequate and operating effectively. 11. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT Management''s Discussion and Analysis Report for the year under review annexed to this Directors'' Report, provides a more detailed review of the operating performance. Company. However this is the requirement of Clause 49 and clause 49 is not applicable to the Company w.e.f 01.10.2014.Company has made this disclosure on its discretion as annexed in (Annexure-II). 12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply 13. DISCLOSURE OF AN INDEPENDENT DIRECTOR Mr. Piyush Kumar Sharma and Ms. Shalini Agrawal, independent directors of the company have given the requisite declaration in the Board Meeting that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013. 14. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND THEIR COMPOSION : There were changes in the Board of the company. Mr. Rohit Chowdhary was appointed as Managing Director for a period of five year w.e.f. 28th day of May, 2015 , Mr. Atul Srivastava was appointed as Chief Financial Officer of the Company w.e.f 28th day of May, 2015, and Mr. Ajay Kacher was appointed as Company Secretary of the Company w.e.f 28th day of May, 2015 in pursuance of Section 203 of the Companies Act 2013 as Key Managerial Personnel. Mr. Piyush Kumar Sharma and Ms. Shalini Agrawal was appointed as Independent director of the Company w.e.f. 28th day of May, 2015 as per Section 149 of the Companies Act 2013, At present the composition of the board of directors are as follow : BOARD OF DIRECTORS 1. Mr. Rohit Chowdhary Managing Director 2. Mr. Sanjay Jain Director 3. Mr. Narender Kumar Gola Director 4. Mr. Sanjeev Agarwal Independent Director 5. Ms. Shalini Agrawal Independent Women Director 6. Mr. Piyush Kumar Sharma Independent Director 15. AUDIT COMMITTEE AND VIGIL MECHANISM The company has an Audit Committee of the Board in accordance with the provision of Section 177 of the Companies Act, 2013. The Audit Committee comprises of the following Directors: Name Executive/ non Executive Chairman / member Mr.Piyush Kumar Sharma Non-Executive - Independent Chairman Ms. ShaliniAgrawal Non-Executive - Independent Member Mr.Rohit Chowdhary (MD) Executive Director Member VIGIL MECHANISM The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an email, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: www.alliedherbals.in 16. POLICIES OF NOMINATION AND REMUNERATION COMMITTEE Pursuant to Section 178(3) of the Companies Act, 2013the Nomination and Remuneration Committee constituted by the Board of Directors have laid down the following policies: 1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director: 2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management Other Employees of the Company 3. Evaluation of performance of the members of the Board, Key Managerial Personnel Composition Of Remuneration Committee 1. Mr. Piyush Kumar Sharma - (Non Executive-Independent ) Chairperson 2. Mr. Narender Kumar Gola Member 3. Mr. Rohit Chowdhary Member 17. DEPOSITS The company had neither invited nor accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 2014. 18. REMUNERATION OF DIRECTORS The Company has not given Remuneration to any Director of the Company. So there is no requirement to give Disclosure under Section 197(12) of the Companies Act 2013. 19. LOANS, GUARANTEE AND INVESTMENT The particulars of Loans given, Investments made and Guarantee given by company under Section 186 of Companies Act, 2013 is annexed as (Annexure-III ). 20. PARTICULARS OF RELATED PARTY TRANSACTION There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. Further, all the related party transactions in terms of the Provisions of Companies Act 2013 were entered in the ordinary course of business during the financial year and were also at arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated person which may have a potential conflict with the interest of Company at large 21. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange. 22. RISK MANAGEMENT During the year, your Directors have framed a Risk Management Policy and which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Audit Committee. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks. The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes. 23. CODE OF CONDUCT AND ETHICS The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company''s business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one''s conduct in dealing with the Company, fellow directors and with the environment in which the Company operates. The code is available on the Company''s website. 24. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report 25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 26. CORPORATE GOVERNANCE As per the circular issued by the SEBI vide circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 to all the stock Exchanges regarding Corporate Governance in Listed entities. The Clause 49 of the listing Agreement is applicable to the Companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 crore, as on the last day of the previous financial year. The Company is not Covered any of the Criterion mentioned above so it is not mandatory for the Company to Comply the Provisions of the Clause 49 of the Listing Agreement. In the preview of this Circular Company is not required to submit Corporate Governance Report. However Company will take adequate steps as and when necessary in compliance of Clause 49 on its discretion basis. 27. SUBSIDIARY COMPANIES The Company has no Subsidiary Company during the FY 2014-2015 so Company is not required to give disclosure pursuant to Section 129(3) of the Companies Act, 2013 containing salient features of the financial statements of the subsidiaries/associate companies/joint ventures of the company. CONSOLIDATED FINANCIAL STATEMENT The Company has no subsidiary Company during the FY 2014-2015 so there is no requirement for Consolidation of Financial Statements as per Companies Act 2013 and Accounting Standards as applicable 28. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT The Board has appointed M/s A.K Verma & Co, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15.Pursuant to Section 204(1) of the Companies Act, 2013.the Secretarial Audit Report for the financial year ended March 31, 2015 is annexed in Form MR-3(Annexure -IV). 29. AUDITORS M/S Agarwal Kamal Kumar & Associates. Chartered Accountants, the Auditors of the company who hold office up to the conclusion of the ensuing AGM have shown their unwillingness to continue as Auditors of the company. In view of this the company needs to appoint another statutory auditors and, therefore, the Company has sent a proposal to M/s Bhuvi Kant & Associates, Chartered Accountant For appointing them as Auditors for the Financial Year ending March 31, 2016 and holds office up to the Conclusion of the Annual General Meeting held in 2020. Wherein M/s Bhuvi Kant & Associates, Chartered Accountant has confirmed their willingness and eligibility under the provision of the Companies Act, 2013 to be as statutory auditors of the Company, which is subject to shareholders'' approval. 30. AUDIT REPORT The Report of the Statutory Auditor and Secretarial Auditor of the Company has the Following Observation and in this regard the response of Management is also mentioned below. OBSERVATIONS OF AUDITOR MANAGEMENT RESPONSE 1. The Company has not complied with the listing agreements of The Company has Complied the Provision of clause 47(a) of clause 47(a) in respect and section 203 of Company 2013 listing agreement and section 203 of Company 2013 by regarding appointment of the Company Secretary to act as appointing M r. Ajay Kacher (Company Secretary) as KMP Compliance Officer of the Company as defined in the listing W.e.f. 28/05/2015 Agreement with the Bombay Stock Exchange 2. The Company has not Complied the provisions of the Section 149 The Company has Complied the Provision of the section 149 (1) (1) of the Companies Act , 2013 and Rule 3 of the Companies ( of the Companies Act , 2013 and Rule 3 of the Companies appointment and qualification of director) rules, 2014 in respect (appointment and qualification of director) rules, 2014 By of appointment of woman director in the Company . Appointment of Ms Shalini Agrawal independent woman director in the board of the Company w.e.f. 28/05/2015 3. The Company has not complied with the provisions of Section For Compliance of Section 203 of the Companies Act, 2013 and 203 of the Companies Act, 2013 and rule 8 Companies rule 8 Companies (Appointment and Remuneration of (Appointment and Remuneration of Managerial Personnel) Rules, Managerial Personnel) Rules, 2014. 2014 in respect of appointment of KMP in the Company. The Company has Appointed following Persons as key managerial personnel in the board meeting held on 28-05-2015 Mr. Rohit Chowdhary (Managing Director) M r.Atul Srivastava -( Chief Financial Officer) Mr. Ajay Kacher ( Company Secretary ) 4. The Company has not complied with provision of section 177 of the The Company Has Constituted and Re- Constituted Audit Company act 2013 read with the Rule 6 of Companies (Meetings of Committee in the board meeting held on 28-05-2015 as per Board and its Powers) Rules, 2014 in respect of constitution of Audit following detail : Committee. Name Designation Mr.Piyush Kumar Sharma Non-Executive Independent (Chairman) Ms.ShaliniAgrawal Non-Executive Independent Mr.Rohit Chowdhary (MD) Executive Director 5. The Company has not complied with provision of section 149 of the The Company has Appointed following Person as Independent Company Act, 2013 and rule 4 of the Companies (appointment and Director in the board meeting held on 28-05-2015 : qualification of director) rules, 2014 in respect of appointment of Mr.Piyush Kumar Sharma independent director Ms.ShaliniAgrawal 6. The Company has not complied with provision of section 138 of the Company Has Appointed to M/s. Ashish Kumar Shah & Co. Company Act, 2013 and Companies ( Accounts) Rules 2014 in respect Chartered Account as Internal auditor of the Company in the of appointment of internal auditor board meeting held on 28-05-2015. Note : Additional Disclosure Made by the Secretarial Auditor in his secretarial audit report is as under: OBSERVATIONS OF AUDITOR MANAGEMENT RESPONSE There are dew disclosure required to be Company is in the process to design the displayed on the website of the Company in website of the Company. Compliance of Companies Act 2013 and Clause 49 of the listing agreement as amended as on 15th September 2014 31. FORMAL ANNUAL EVALUATION OF THE BOARD A statement indicating the performance of the Board and its committee and its individual directors is annexed as (Annexure V). 32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND Company has not transfer any amount Transfer to Investor Education and Protection fund during the year. 33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employees has drawn remuneration in excess of the limits set out in the said rules. 34. INTERNAL CONTROL SYSTEM The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. 35. GREEN INITIATIVE: During financial year , we started a sustainability initiative with the aim of going green and minimizing our impact on the environment, like the previous years, this year too, we are hosted Annual report on website of the company it is available on our website, wwwrajdhanileasingcom. Electronic copies of the Annual Report 2014-15 and Notice of the 29th Annual General Metering are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses physical copies of the Annual Report 2015 and the Notice of the 34th Annual General Meeting sent in the permitted mode Members requiring physical copies can send a request to the Company. 36. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: - Details relating to deposits covered under Chapter V of the Act. - Issue of equity shares with differential rights as to dividend, voting or otherwise. - Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report - Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. - No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 37. ACKNOWLEDGEMENT The Board expresses their gratitude to its all stakeholder''s i.e. members, customers, Government agencies and their departments, Bankers of the Company for their continued support and faith. The Director places on record their sincere appreciation to all the employees of the company for their contribution in the growth of the company. For and on behalf of the Board For Allied Herbals Limited Rohit Chowdhary Narender Kumar Gola (Managing Director) (Executive Director) Place: Delhi DIN : 00026031 DIN : 03415206 Date :11/08/2015 BE-17, Shalimarbag, Delhi,110051 A-15,East Baldev Park, Delhi -110052

Director’s Report