డైరెక్టర్ల నివేదిక RDB Rasayans Ltd.

Your Directors are pleased to present the 31st (Thirty First) Annual Report together with Audited Annual Financial Statements of the Company
for the financial year ended March 31st 2026.

FINANCIAL HIGHLIGHTS (Amount in Rs. in Lakhs)

The financial statements for the year ended 31.03.2026 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified
under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

FINANCIAL PERFORMANCE

During the year under review your Company has achieved revenue of
Rs. 11775.42 lakhs as against Rs. 14837.00 lakhs in the previous year.
PBIDT increase to Rs. 4696.27 lakhs as compared to Rs. 3,722.80 lakhs in
the previous year. PAT for the year under review was Rs. 3396.19 lakhs
which is almost 0.09% higher than that of previous year''s PAT of Rs.
2647.12 lakhs.

DIVIDEND AND RESERVES

In order to conserve existing resources and to meet the investment
needs of the Company, your Directors do not recommend any dividend
for the financial year 2025-26.

The Company does not propose to transfer any amount to its Reserves.
STATE OF COMPANY''S AFFAIR AND CURRENT YEAR''S OUTLOOK

The state of Company''s affair and future outlook is discussed in the
Management Discussion & Analysis Report which forms part of this
Annual Report.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company
during the financial year ended 31st March, 2026.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF
THE FINANCIAL YEAR 2025-26 AND THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position
of your Company have occurred between the end of the financial year

i.e. 31st March, 2026 and date of this Report i.e. 27th May, 2026.

SHARE CAPITAL

The Present Authorized Capital of the Company is Rs.18,00,00,000
divided into 18,000,000 equity shares of Rs. 10/- each. There has been
no change in the authorized and paid up capital of the Company during
the year under purview. Further, the Company has not issued shares
with differential voting rights nor has granted any stock options or
sweat equity shares. As on March 31, 2026, none of the Directors of the
Company hold instruments convertible into equity shares of the
Company.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the
Company has established connectivity with both the depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL). In view of the numerous advantages
offered by the Depository system, members are requested to avail the
facility of dematerialization of shares with either of the Depositories as
aforesaid. As on 31st March, 2026, 90.74% of the share capital stands
dematerialized.

BOARD OF DIRECTORS

DIRECTORS AND KEY MANAGERIAL PERSONNEL(S)

The Board of Directors comprises distinguished professionals of proven
integrity and competence, who provide strategic direction, guidance
and leadership to the Company. As on March 31, 2026, the Board of
Directors of the Company comprised of six Directors with an optimum
balance of Executive and Non-Executive Directors, including One

Women Director. Of these, four Directors were Non-Executive
Directors, three of whom were Independent Directors.

• Declaration by Independent Director(s)

All the Independent Directors have furnished the requisite
declarations that they meet the independence criteria as laid down
under section 149(6) of the Companies Act, 2013 read with the rules
made there under and Regulation 16 of the SEBI (LODR) Regulation,
2015 and the Board has taken on record the declaration given by the
Independent Directors after undertaking due assessment of the
veracity of the same. Further there has been no change in the
circumstances affecting their status as Independent Directors of the
Company.

In addition to the provisions of Regulation 16(1)(b) of the Listing
Regulations, they also confirms that they are not aware of any
circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without
any external influence and that they are independent of the
management. The Independent Directors have complied with the
Code for Independent Directors prescribed in Schedule IV to the Act
and the Code of Conduct for directors and senior management
personnel, if any, formulated by the company.

• Familiarization Programme undertaken for Independent
Directors

In terms of Regulation 25 (7) of the SEBI (LODR) Regulations, 2015, your
Company is required to conduct Familiarization Programme for
Independent Directors (IDs) to familiarize them about your Company
including nature of Industry in which your company operates, business
model, responsibilities of the IDs etc. During the year, the Company has
organized familiarization programme for the Independent directors.
The Independent Directors are familiarized with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, etc. The details of the familiarization
program of Independent directors are available on the Company''s
website under the weblink http://www.rdbrasayans.com/investor-
relations-codes-and-policies.

• Executive Directors

Mr. Shanti Lal Baid (DIN: 00056776) and Mr. Sandeep Baid (DIN:
00557018) were appointed as the Managing Director and Whole
Time Director of the Company respectively for a period of 5 years
w.e.f. 1stApril, 2024. There appointment was approved by the
shareholders through postal ballot on 17th June, 2024.

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

• Non-executive Directors

Mrs. Pragya Baid, Mr. Priyam Sen, Mr. Ashok Kumar Jain and Mrs.
Riya Jain are non-executive Directors of the Company.

The Board had appointed Mrs. Riya Jain as Additional non-executive
Independent Director W.e.f. 26th June, 2025 pursuant to the
recommendation of the Nomination & Remuneration Committee.
The appointment of Mrs. Riya Jain as Independent Director was
approved by the shareholders at the 30th Annual General Meeting
of the Company held on 16th September, 2025.

• Retirement by Rotation

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

• Women Director

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

• Key Managerial Personnel

During the year under review, there has been no change in the Key
Managerial Personnel of the Company.

Pursuant to Section 203 of the Companies Act, 2013 the Key
Managerial Personnel of the Company are Mr. Shanti Lal Baid,
Managing Director, Mr. Sandeep Baid, Whole-time Director and
Chief Financial Officer and Mrs. Shradha Dalmia, Company
Secretary.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors regularly meets to discuss and decide on various
matters. During the year under review, 6(Six) Board meetings were
convened and held on 26th May, 2025, 23rd June, 2025, 26th June, 2025,
14th August, 2025, 14th November, 2025, and 10th February, 2026, the
details of which are given in the Corporate Governance Report.

The intervening gap between any two meetings was not more than 120
days.

MEETING OF INDEPENDENT DIRECTORS

A Meeting of Independent Directors of the Company was held on 10th
February, 2026. The Independent Directors at their meeting assessed
the quality, quantity and timeliness of flow of information between the
Company management and the Board of Directors of the Company.
Also, the performance of the non-independent directors and the Board
as a whole was reviewed.

BOARD EVALUATION

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

The evaluation criteria for the Directors are broadly based on:

• Leadership & stewardship abilities

• Contributing to clearly define corporate objectives & plans

• Communication of expectations & concerns clearly with
subordinates

• Obtain adequate, relevant & timely information from external

sources

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

• Regular monitoring of corporate results against projections

• Identify, monitor & mitigate significant corporate risks

• Assess policies, structures & procedures

• Review management''s succession plan

• Effective meetings

• Assuring appropriate board size, composition, independence,
structure

• Clearly defining roles & monitoring activities of committees

• Review of corporation''s ethical conduct

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

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION
OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT PERSONNEL

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

COMMITTEES OF BOARD

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

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

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

1. In the preparation of the annual accounts for the year ended 31st
March, 2026, the applicable accounting standards have been
followed and there are no material departures from the same;

2. The accounting policies have been selected and applied
consistently and the judgments and estimates made are reasonable
and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year ended 31st March,
2026 and of the profit of the Company for that period;

3. Proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

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

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

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

HUMAN RESOURCES

The employees of our Company are the core resource and the
Company has continuously endeavored to strengthen its employer-
employee relation at all levels and value proposition. The Company is
constantly working on providing the best working environment to its
human resources with a view to inculcate leadership, autonomy,
competence and dedication among its employees. Your Company shall
always place all necessary emphasis on continuous development of its
human resources. The Company had 87 permanent employees on its
rolls as on 31st March, 2026.

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

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has adequate internal control procedures
commensurate with its size and nature of business. The policies and
procedures adopted by the Company ensures the orderly and efficient
conduct of business and adherence to Company''s policies, prevention
and detection of frauds and errors, accuracy and completeness of
accounting records and timely preparation of reliable financial
information. The adequacy of internal control systems are reviewed by
the Audit Committee of the Board in its periodical meetings. Internal
Audit is conducted periodically by Chartered Accountant who verify
and report on the efficiency and effectiveness of internal controls.
Necessary certification by the Statutory Auditors in relation to Internal
Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of
the Audit Report.

FRAUDS REPORTED BY THE AUDITORS

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

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES:

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

PUBLIC DEPOSITS

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

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the financial year
were on an arm''s length basis and were in the ordinary course of
business and in compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Further,
material significant related party transactions i.e. loan given to
companies having common promoters for the F.Y. 2025-26 were
approved by the shareholders at the Extra ordinary General Meeting of
the Company held on 27th March 2025Further there were no
transaction during the year under review made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the
Company at large. Accordingly, the disclosure required under
Section 134(3) (h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is not applicable to your
Company. As required under the SEBI (LODR) Regulations, 2015,
related party transactions are placed before the Audit Committee for
approval. Wherever required, prior approval of the Audit Committee
is obtained on an omnibus basis for continuous transactions and the
corresponding actual transactions become a subject of review at
subsequent Audit Committee Meetings. The details of related party
transactions are disclosed and set out in the Financial Statements
forming part of this Annual Report.

The Policy on Related Party Transactions as approved by the Board is
uploaded on the Company''s website and may be accessed at the
weblink http://www.rdbrasayans.com/investor-relations-codes-and-
CORPORATE SOCIALRESPONSIBILITY

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

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

DETAILS OF UTILIZATION OF IPO PROCEEDS

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

RISK MANAGEMENT POLICY

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

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

During the year, no case was reported under this policy and no
personnel have been denied access to the Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
There were no significant and material orders passed by the
Regulators or Courts or Tribunals during the year impacting the
going concern status and the operations of the Company in future.

No penalties or strictures were imposed by SEBI, Stock Exchanges or
any statutory authority on matters relating to Capital Markets during
the last three years.

AUDIT & AUDITORS

• STATUTORY AUDITORS

At the Twenty-Eighth Annual General Meeting held on 11th
September, 2023 the members approved appointment of L.B Jha
& Co., Chartered Accountants (Firm Registration No. 301088E)
as Statutory Auditors of the Company to hold office for a period
of five years from the conclusion of 28th (Twenty-Eight) AGM till
the conclusion of 33rd (Thirty-third) AGM.

STATUTORY AUDITORS'' REPORT

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

• SECRETARIAL AUDITORS

During the year under review, the members approved the
appointment of Mrs. Mausami Sengupta, Practicing Company
Secretary as the Secretarial Auditor of the Company to hold office
for a term of five consecutive years up to FY 2030. The Report of the
Secretarial Audit is annexed herewith as Annexure-A. The secretarial
auditor has not given any qualification, reservations or adverse
remarks in her report.

• COST AUDIT

As per the Companies (Cost Records & Audit) Amendment Rules,
2014 the Company is not covered under the applicability of the
Rules, hence, there is no requirement to maintain Cost Records in
applicable formats and also get the records audited from a Cost
Auditors.

• INTERNAL AUDITORS

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

STATEMENT ON COMPLIANCES OF THE APPLICABLE SECRETARIAL
STANDARDS

The Directors of your Company have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards and
that such systems are adequate and operating effectively. The Company
has complied with applicable Secretarial Standards issued by Institute of
Company Secretaries of India.

ANNUAL RETURN

A copy of the annual return for the year 2025-26 is placed on the website of
the company at the web link http://www.rdbrasayans.com/copy-of-
annual-report-1.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE
2016(IBC) DURING THE YEAR ALONG WITH THE STATUS AT THE
END OF THE YEAR

The Company has not made or received any application under the IBC
during the Financial Year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION
DONE AT TIME OF ONE TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING LOAN FROM BANKS/FI (S) ALONG WITH
REASONS

The Company has not made any one time settlement with the Banks
during the period under review.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is compliant with the applicable provisions of the
Maternity Benefit Act, 1961 and has policies, systems and processes in
place to ensure ongoing compliance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND
CORPORATEGOVERNANCE REPORT

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

CORPORATE GOVERNANCE CERTIFICATE

In compliance with the provisions of Regulation 34 of the SEBI (LODR)
Regulations, 2015 read with Schedule V of the said Regulations, the
Corporate Governance Certificates issued by the Practicing Company
Secretary Mrs. Mausami Sengupta regarding compliance with the
conditions of Corporate Governance as stipulated is annexed to this
Report as Annexure-H.

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

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

HEALTH, ENVIRONMENT AND SAFETY

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

provide a safe and secure environment to its women employees across
the organization.

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

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

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

the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors
Sd/-

Place: Kolkata Shanti Lal Baid

Date: 27th May, 2026 Chairman & Managing Director

DIN:00056776

Your Directors are pleased to present the 29^th (Twenty-Seventh) Annual Report together with Audited Annual Financial Statements of the Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS (Amount in Lakhs)

The financial statements for the year ended 31.03.2024 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

FINANCIAL PERFORMANCE

During the year under review your Company has achieved revenue of Rs. 10,320.20 lakhs as against Rs. 10,943.64 lakhs in the previous year. PBIDT decrease to Rs. 3,365.55 lakhs as compared to Rs. 3411.84 lakhs in the previous year. PAT for the year under review was Rs. 2432.12 lakhs which is almost 0.20% lower than that of previous year''s PAT of Rs. 2,436.91 lakhs.

DIVIDEND AND RESERVES

In order to conserve existing resources and to meet the investment needs of the Company, your Directors do not recommend any dividend for the financial year 2023-24.

The Company does not propose to transfer any amount to its Reserves. STATE OF COMPANY''S AFFAIR AND CURRENT YEAR''S OUTLOOK

The state of Company''s affair and future outlook is discussed in the Management Discussion & Analysis Report which forms part of this Annual Report.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year ended 31st March, 2024.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR 2023-24 AND THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year

i.e. 31st March, 2024 and date of this Report i.e. 25th May, 2024.

SHARE CAPITAL

The Present Authorized Capital of the Company is Rs.18,00,00,000 divided into 18,000,000 equity shares of Rs. 10/- each. There has been no change in the authorized and paid up capital of the Company during the year under purview. Further, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on 31st March, 2024, 90.74% of the share capital stands dematerialized.

BOARD OF DIRECTORS

DIRECTORS AND KEY MANAGERIAL PERSONNEL(S)

• Declaration by Independent Director(s)

All the Independent Directors have furnished the requisite declarations that they meet the independence criteria as laid down under section 149(6) of the Companies Act, 2013 read with the rules made there under and Regulation 16 of the SEBI (LODR)

Regulation, 2015 and the Board has taken on record the declaration given by the Independent Directors after undertaking due assessment of the veracity of the same. Further there has been no change in the circumstances affecting their status as Independent Directors of the Company.

In addition to the provisions of Regulation 16(1)(b) of the Listing Regulations, they also confirms that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for directors and senior management personnel, if any, formulated by the company.

Familiarization Programme undertaken for Independent Directors

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

Executive Directors

Mr. Shanti Lal Baid (DIN: 00056776) and Mr. Sandeep Baid (DIN: 00557018) were appointed as the Managing Director and Whole Time Director of the Company respectively for a period of 3 years w.e.f. 1stApril, 2021. There appointment was approved by the shareholders in their meeting held on 31st August, 2021.

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

Mrs. Pragya Baid, Mr. Sharad Kumar Bachhawat, Mr. Ashok Kumar Jain and Mr. Abhay Doshi are non-executive Directors of the Company.

Further, Mr. Sharad Kumar Bachhawat resigned from directorship with effect from the closing of business hours of 31st March, 2024. The Board had appointed Mr. Priyam Sen as Additional nonexecutive Independent Director W.e.f. 1st April, 2024 pursuant to the recommendation of the Nomination & Remuneration Committee. Mr. Priyam Sen appointment as Independent Director was approved by the shareholders through postal ballot on 17th June, 2024.

Retirement by Rotation

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

• Obtain adequate, relevant & timely information from external sources

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

• Regular monitoring of corporate results against projections

• Identify, monitor & mitigate significant corporate risks

• Assess policies, structures & procedures

• Review management''s succession plan

• Effective meetings

• Assuring appropriate board size, composition, independence, structure

• Clearly defining roles & monitoring activities of committees

• Review of corporation''s ethical conduct

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

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

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

COMMITTEES OF BOARD

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

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

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

1. In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

2. The accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2024 and of the profit of the Company for that period;

3. Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities;

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

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

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

HUMAN RESOURCES

The employees of our Company are the core resource and the Company has continuously endeavored to strengthen its employer-employee relation at all levels and value proposition. The Company is constantly working on providing the best working environment to its human resources with a view to inculcate leadership, autonomy, competence and dedication among its employees. Your Company shall always place all necessary emphasis on continuous development of its human resources. The Company had 90 permanent employees on its rolls as on 31st March, 2024.

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

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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

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

FRAUDS REPORTED BY THE AUDITORS

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

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES:

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

PUBLIC DEPOSITS

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

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the financial year were on an arm''s length basis and were in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Further, there were no materially significant related party transactions during

the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure required under Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to your Company. As required under the SEBI (LODR) Regulations, 2015, related party transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meetings. The details of related party transactions are disclosed and set out in the Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and may be accessed at the weblinkhttp://www.rdbgroup.in/policies.asp.

CORPORATE SOCIAL RESPONSIBILITY

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

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

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as per section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the

Companies (Accounts) Rules, 2014, is annexed herewith as Annexure C, which forms part of the Report.

RISK MANAGEMENT POLICY

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

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

During the year, no case was reported under this policy and no personnel have been denied access to the Audit Committee. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

No penalties or strictures were imposed by SEBI, Stock Exchanges or any statutory authority on matters relating to Capital Markets during the last three years.

AUDIT & AUDITORS

• STATUTORY AUDITORS

At the Twenty-Eighth Annual General Meeting held on 11th September, 2023 the members approved appointment of L.B Jha & Co., Chartered Accountants (Firm Registration No. 301088E) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 28th (Twenty-Eight) AGM till the conclusion of 33 rd (Thirty-third) AGM.

STATUTORY AUDITORS'' REPORT

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

• SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act,

2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Mrs. Mausami Sengupta, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Report of the Secretarial Audit is annexed herewith as Annexure-A. The secretarial auditor has not given any qualification, reservations or adverse remarks in her report.

• COST AUDIT

As per the Companies (Cost Records & Audit) Amendment Rules,

2014 the Company is not covered under the applicability of the Rules, hence, there is no requirement to maintain Cost Records in applicable formats and also get the records audited from a Cost Auditors.

• INTERNAL AUDITORS

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

STATEMENT ON COMPLIANCES OF THE APPLICABLE SECRETARIAL STANDARDS

The Directors of your Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India.

ANNUAL RETURN

A copy of the annual return for the year 2023-24 is placed on the website of the company at the web link http://www.rdbgroup.in/annualreport.asp.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016(IBC) DURING THE YEAR ALONG WITH THE STATUS AT THE END OF THE YEAR

The Company has not made or received any application under the IBC during the Financial Year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS/FI (S) ALONG WITH REASONS

The Company has not made any one time settlement with the Banks during the period under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATEGOVERNANCE REPORT

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

CORPORATE GOVERNANCE CERTIFICATE

In compliance with the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015 read with Schedule V of the said Regulations, the Corporate Governance Certificates issued by the Practicing Company Secretary Mrs. Mausami Sengupta regarding compliance with the conditions of Corporate Governance as stipulated is annexed to this Report as Annexure-H.

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

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

HEALTH, ENVIRONMENT AND SAFETY

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

and secure environment to its women employees across the organization.

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

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

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

Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors Sd/-

Place: Kolkata Shanti Lal Baid

Date: 25th May, 2024 Chairman & Managing Director

DIN:00056776

Dear Members,

The Directors are pleased to present the Twenty-Third Annual Report together with Audited Annual Financial Statements of the Company for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

(Amount in Rs)

The financial statements for the year ended 31.03.2018 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014

FINANCIAL PERFORMANCE

During the year under review your Company has achieved revenue of Rs 89,75,83,006 as against Rs. 78,98,58,951 in the previous year. PBIDT rose to Rs 14,13,24,393 as compared to 10,05,49,984 in the previous year. PAT for the year under review was Rs 7,33,89,032 which is almost 1.27 times that of previous year’s PAT of Rs 5,77,18,637.

STATE OF COMPANY’S AFFAIR AND CURRENT YEAR’S OUTLOOK

The state of Company’s affair and future outlook is discussed in the Management Discussion & Analysis Report which forms part of this Annual Report.

DIVIDEND AND RESERVES

In order to conserve existing resources and to meet the investment needs of the Company, your Directors do not recommend any dividend for the financial year 2017-18.

The Company does not propose to transfer any amount to its Reserves.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year ended 31st March, 2018.

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

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

The utilization of IPO proceeds as on 31.03.2018 has been reported as under :

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR 17-18 AND THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year i.e. 31st March, 2018 and date of this Report i.e. 14th August, 2018.

BOARD OF DIRECTORS

- Directors and Key Managerial Personnel (s)

Retirement by Rotation

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

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

Appointment and Resignation

During the year under review, Sri Mahendra Pratap Singh (DIN: 02028933) has resigned from the post of Non- Executive Independent Director w.e.f 13th October, 2017.

The Board of Directors at their meeting held on 12th January, 2018 has appointed Sri Subrata Dutta (DIN: 08051343) as Additional Director (Independent) w.e.f. 12th January, 2018 subject to the approval of the shareholders at the ensuing Annual General Meeting.

Sri Sharad Kumar Bachhawat (DIN: 05161130) has been re-appointed as the Independent Director of the Company for a second term of 5 (five) consecutive years w.e.f. 1st April, 2019 subject to approval of the shareholders at the ensuing Annual General Meeting of the Company by passing Special Resolution as per section 149(10) read with Schedule IV of the Companies Act, 2013.

Details of the Directors being appointed/ re-appointed as required under SEBI (LODR) Reg, 2015 and Secretarial Standard -2 are provided in the Notice of 23 rd Annual General Meeting.

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

Pursuant to Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Sri Shanti Lal Baid, Managing Director, Sri Sandeep Baid, Whole-time Director, Sri Bidhan Neogi, Chief Financial Officer and Smt Mausami Das, Company Secretary. During the year there has been no change in the Key Managerial Personnel.

- Declaration by Independent Directors’)

All the Independent Directors have furnished the requisite declarations that they meet the independence criteria as laid down under Section 149(6) of the Companies Act, 2013 read with the rules made thereunder and Regulation 16 of the SEBI (LODR) Reg, 2015.

- Familiarization Programme undertaken for Independent Directors

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

- Board Evaluation

In compliance with the requirements of the provisions of section 134, 149 and section 178 of the Companies Act, 2013 read with Rules framed thereunder and provisions of Schedule IV of the Act as well as the SEBI (LODR) Reg. 2015 your Company has carried out a performance evaluation programme for the Board of Directors, Committees of the Board and Individual directors for the financial year ended 31st March, 2018. The evaluation has been done by the Board, Nomination and Remuneration Committee and also by the Independent Directors through questionnaire, taking into consideration inputs received from directors and covering various aspects of the Board’s functioning. The Committee formulates evaluation criteria for the Directors which is broadly based on:

- Leadership & stewardship abilities

- Contributing to clearly define corporate objectives & plans

- Communication of expectations & concerns clearly with subordinates

- Obtain adequate, relevant & timely information from external sources

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

- Regular monitoring of corporate results against projections

- Identify, monitor & mitigate significant corporate risks

- Assess policies, structures & procedures

- Review management’s succession plan

- Effective meetings

- Assuring appropriate board size, composition, independence, structure

- Clearly defining roles & monitoring activities of committees

- Review of corporation’s ethical conduct

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

DIRECTOR’S RESPONSIBILITY STATEMENT

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

1. In the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

2. The Accounting Policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31.03.2018 and of the profit of the Company for that period;

3. Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Annual Accounts have been prepared on a going concern basis;

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

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

HUMAN RESOURCES

The employees of our Company are the core resource and the Company has continuously endeavored to strengthen its employer-employee relation at all levels and value proposition. The Company is constantly working on providing the best working environment to its human resources with a view to inculcate leadership, autonomy, competence and dedication among its employees. Your Company shall always place all necessary emphasis on continuous development of its human resources. The Company had 109 permanent employees on its rolls as on 31st March, 2018.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATEGOVERNANCE REPORT

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

CORPORATE GOVERNANCE CERTIFICATE

In compliance with the provisions of Regulation 34 of the SEBI (LODR) Reg, 2015 read with Schedule V of the said Regulations, the Corporate Governance Certificates issued by the Statutory Auditors M/s S.M. Daga & Co, Chartered Accountants regarding compliance with the conditions of Corporate Governance as stipulated is annexed to this Report.

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

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

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES

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

STATUTORY AUDITORS

Your Company at its 21st AGM held on Saturday, the 3rd day of September, 2016 had appointed M/s. S.M. Daga & Co, Chartered Accountants (Firm Registration No. 303119E), as the Statutory Auditor of your Company to hold office from the conclusion of 21st AGM till the conclusion of 26th AGM of the Company subject to ratification of the appointment by the Members at every Annual General Meeting. M/s. S.M. Daga & Co, Statutory Auditors vide letter dated 13th August, 2018, have resigned from the position of Statutory Auditors of the Company after conducting audit of the Company for the first quarter ended June, 2018, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013 (the Act).

The Board of Directors based on the recommendation of the Audit Committee and pursuant to the provisions of Section 139(8) of the Act, have appointed M/s. L B Jha & Co., Chartered Accountants (Firm Registration No. 301088E), w.e.f 14th August, 2018 to fill the casual vacancy who shall hold office as the Statutory Auditor of the Company till the conclusion of 23rd Annual General Meeting subject to approval by the Members at the ensuing Annual General Meeting.

Further, the Board of Directors based on the recommendation of the Audit Committee and pursuant to Sections 139, 141, 142 and other applicable provisions, if any, of the Act read with the Companies (Audit and Auditors) Rules, 2014, have also recommended the appointment of M/s. L B Jha & Co., Chartered Accountants (Firm Registration No. 301088E), as Statutory Auditor of your Company to hold office for a period of five consecutive years, from the conclusion of the 23rd Annual General Meeting, till the conclusion of the 28th Annual General Meeting of the Company to be held in the year 2023 on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditor, plus taxes, as applicable and reimbursement of out-of-pocket expenses.

It may be noted that your Company has received consent letter and eligibility certificate from M/s. L B Jha & Co. to act as Statutory Auditor of the Company along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

AUDITORS’ REPORT

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

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Ms. Disha Dugar, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Report of the Secretarial Audit is annexed herewith as Annexure A. There are no qualifications in the Report.

The Company has complied with Secretarial Standards - 1 and 2 relating to Board and General Meetings.

COST AUDIT

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

INTERNAL AUDITORS

Pursuant to Section 138(1) of the Act M/s Garg Narender & Co., Chartered Accountants has been appointed as the Internal Auditor of your Company for the financial year 2017-18 to conduct the internal audit of your Company. The Internal Auditor reports to the Audit Committee of the Board of your Company and the report of internal audit is also placed at the meetings of the audit committee for review.

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within the meaning of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year.

SHARE CAPITAL

The paid up equity share capital of the Company as at 31st March, 2018 stood at Rs 17,71,48,000. There has been no change in the Share Capital of the Company during the year. Further, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company. There is no change in the share capital of the Company during the financial year ended 31st March, 2018.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on 31st March, 2018, 90.74% of the share capital stands dematerialized.

EXTRACT OF THE ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub Section (3) of section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return in Form no MGT-9 forms part of the Board’s Report and is annexed herewith as Annexure B.

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

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

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

- Board Meeting

The Board of Directors regularly meets to discuss and decide on various matters. During the year under review, six Board meetings were convened and held on 27th May, 2017, 14th August, 2017, 14th September, 2017, 14thDecember, 2017, 12th January, 2018 and14th February, 2018 , the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 as well as the SEBI (LODR) Reg, 2015.

- Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. All the recommendations made by Audit Committee were accepted by Board.

- Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

- Stakeholders Relationship Committee

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

- Meeting of Independent Directors

A Meeting of Independent Directors of the Company was held on 14th February, 2018. The Independent Directors at their meeting assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company. Also, the performance of the non-independent directors and the Board as a whole was reviewed.

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY

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

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

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

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

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

A. Amount outstanding as on 31st March 2018:

B. Loans, Guarantee and Investments made during the Financial Year 2017-18:

RELATED PARTY TRANSACTIONS

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

RISK MANAGEMENT POLICY

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

HEALTH, ENVIRONMENT AND SAFETY

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

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

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

Accordingly in accordance with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formulated and adopted a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Sd/-

Shanti Lal Baid

Place : Kolkata Chairman & Managing Director

Date : 14th Day of August, 2018 DIN: 00056776

To

The Members,

The Directors have pleasure in submitting the 21^s1 Annual report on the business and operations of the Company along with the Audited Financial Statements for the year ended March 31,2016.

Financial Results

Financial Results of the Company for the year 2016 along with the figures for previous year are as follows:

(Amount in Rs.)

Financial Performance

During the year under review your Company has posted a net profit of Rs. 415.52 lakhs as compared to Rs. 648.44 lakhs in the previous year. Revenue for financial year ended March 31,2016 stood at Rs. 6950.74 lakhs as against Rs. 7690.25 lakhs for the previous year which shows decline in revenue of Rs 739.51 lakhs.

Dividend and Reserves

In order to conserve existing resources of the Company for expansion activities, your directors do not recommend any dividend for the financial year 2015-16 and the Company has not proposed any transfer to its reserves.

Change in Nature of Business, if any

There was no change in the nature of business of the Company during the financial year ended 31^s1 March, 2016.

Significant and Material Orders passed by the Regulators/Courts/Tribunals

Investigation by SEBI on public offer has been completed. SEBI issued order on 19^1h December, 2014, under section 11(1), 11(4), and 11B of the SEBI Act, 1992 with respect to the ad interim ex parte order dated 28th December, 2011. The said order issued the following directions-

i. Prohibited the Company and Sri Sunder Lai Dugar, Sri Shanti Lai Baid and Sri Sandeep Baid from buying, selling or dealing in securities in any manner whatsoever, for the period of four years. The period of prohibition already undergone by them pursuant to the above interim order shall be taken into account for the purpose of computing the period of prohibition imposed in the order.

ii. Subject to the applicable provisions of Companies Act, 1956 and Companies Act, 2013, RDB Rasayans shall utilize the funds raised in the IPO and lying in the escrow account for purposes disclosed in its Prospectus.

Being aggrieved by the order, the Company filed an appeal on 16.12.2015 against the order of Hon''ble Whole Time Member of SEBI dated 19.12.2014. Sri Shanti Lai Baid, Sri Sandeep Baid and Sri Sunder Lai Dugar have also filed an appeal on 23.12.2015 against the same order.The appeal has been already listed for admission.

The utilization of IPO proceeds as on 31.03.2016 has been reported under Note No. 2.1(h) in Notes to the accounts.

Material Changes and Commitments after the Balance Sheet Date

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Directors and Key Managerial Personnel - Independent Directors

Consequent to the demise of Sri Prabir Kumar Sarkar on 11^1h April, 2015, the Board recommended the appointment of Sri Abhay Bharat Kumar Doshi as Additional Independent Director of the Company w.e.f 28^1h May, 2015 subject to approval of the shareholders of the Company in the Annual General Meeting. At the Annual General Meeting held on 4^1h September, 2015, the members of the Company appointed Sri Abhay Bharat Kumar Doshi (DIN: 06428170) as Independent Director of the Company under Companies Act, 2013 for a period of 5(five) consecutive years with effect from 28^1h May, 2015.

- Statement on Declaration given bv Independent Directors under sub- section (6) of Section 149

The Company has received declarations from all the Independent Directors of the Company under Section 149(7) confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

- Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The familiarization program is available on the Company''s website under the weblink http://www.rdbgroup.in/policies.asp

- Executive Directors

The Board of Directors re-appointed Sri Sandeep Baid as the Whole Time Director of the Company for a further period of 3 years from 1st April 2016 to 31^s1 March 2019, subject to the approval of shareholders in the ensuing Annual General Meeting.

- Retirement by Rotation

As per the provisions of Section 152(6) (c) of the Companies Act, 2013, Sri Shanti Lai Baid retires by rotation, and being eligible, offers himself for re-appointment. In view of his considerable experience and contribution to the Company, your Directors recommend his re-appointment.

- Women Director

Smt Pragya Baid (DIN: 06622497) continues as the Woman Director on the Company''s Board in conformity with the requirements of Section 149(1) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

A brief resume of the Directors proposed to be appointed along with additional information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is provided in the notice of Annual General Meeting.

- Key Managerial Personnel

Sri Bidhan Neogi is the Chief Financial Officer of the Company and Miss Mausami Das has been appointed to act as the Company Secretary w.e.f. 28.05.2015.

- Board Evaluation

The Nomination and Remuneration Committee of the Company formulated and laid down criteria for performance evaluation of the Board including its Committees and the individual directors (including Independent Directors) pursuant to provisions of Sections 134 and 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the Board meeting held on 12^1h February, 2016, the Board of Directors carried out the annual evaluation of its own performance, Board committees and individual directors including the Chairman. The performance of the Non Independent Directors and Board as a whole was reviewed by the Independent Directors. The evaluation of individual Directors including the Chairman of the Board was done on parameters such as level of engagement and contribution, leadership and stewardship abilities, safeguarding the interest of the Company and its minority shareholders, etc.

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

Directors'' Responsibility Statement

Pursuant to section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

(a) in the preparation of the annual accounts for the year ended March 31,2016, the applicable accounting standards had been followed and there are no material departures from the same;

(b) the directors have 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 the statement of profit of the company for that period;

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

(d) the directors have prepared the annual accounts on a going concern basis; and

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

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

Industrial Relations and Human Resource Management

Your Company has built and nurtured the best human resource in a bid to drive high performance culture. The Company is constantly working on providing the best working environment to its employees with a view to inculcate leadership and autonomy. Your Company shall always place all necessary emphasis on continuous development of its Human Resources.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required by Schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year under review, is presented in a separate section forming part of the Annual Report.

Corporate Governance Report

The Company is committed to maintain the highest standards of Corporate Governance. The report on Corporate Governance as stipulated in Schedule V Part C of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Certificate from the Statutory Auditors M/s S.M. Daga & Co, Chartered Accountants, regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the report.

Chief Executive Officer (CEO)/ Chief Financial Officer (CFO) Certification

The CEO/CFO certification as required under Schedule V Part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Subsidiaries

The Company does not have any subsidiary.

Auditors - Statutory Audit

M/s. S. M. Daga & Co (Firm Regn No. 303119E), Chartered Accountants, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommended the re-appointment of M/s. S. M. Daga & Co (Firm Regn No. 303119E), Chartered Accountants as Statutory Auditors of the Company for a period of 5 years from the conclusion of this Annual General Meeting to the conclusion of 26^1h Annual General Meeting subject to annual ratification by members. Accordingly a resolution seeking member''s approval for the appointment of M/s. S. M. Daga & Co as Statutory Auditor is included in the Notice convening the Annual General Meeting. In this regard, the Company has received a certificate from the auditors to the effect that their reappointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

There are no reservations, qualifications or adverse remarks contained in Auditors'' Report attached to the Balance sheet as at 31^s1 March, 2016.

- Secretarial Audit

The Board has appointed Ms. Disha Dugar, Practicing Company Secretary as the Secretarial Auditor of your Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31,2016 is annexed herewith marked as Annexure A and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

- Cost Audit

As per the Companies (Cost Records & Audit) Amendment Rules, 2014 dated 31^s1 December, 2014 the products of the Company do not fall under any of the Central Excise Tariff Act, 1985 heading which are covered for applicability of the above rules. Hence Cost Audit is not applicable to the company.

Public Deposits

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, covered under section 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.

Share Capital

The paid up equity share capital as at 31^s1 March, 2016 stood at Rs. 177,148,000. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Dematerialization of Shares

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on 31st March, 2016, 90.74% of the share capital stands dematerialized.

Extract of the Annual Return

The Extract of Annual Return in form no MGT-9 forms part of the Board''s Report and is annexed herewith as Annexure B.

Prescribed Particulars of Employees

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure C and forms an integral part of the Board Report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars required to be furnished under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are set out in Annexure D, which forms part of the report.

Board Meetings

The Board met four times on 28^1h May 2015, 14^1h August 2015, 14^1h November 2015 and 12^1h February, 2016, details were of are given in the Corporate Governance Report, which forms part of this Report. The maximum time gap between any two meetings was less than four months as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Committees of the Board

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act 2013. Details of all the Committees along with composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this report

Audit Committee

Details pertaining to composition of Audit Committee are included in the report on Corporate Governance. All the recommendations made by Audit Committee were accepted by Board.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Stakeholders'' Relationship Committee

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Meeting of Independent Directors

A Meeting of Independent Directors of the Company was held on 12^th February, 2016. The Independent Directors at their meeting assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company. Also, the performance of the non-independent directors and the Board as a whole was reviewed.

Whistle Blower Policy /Vigil Mechanism policy

The company has a Vigil Mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism. The Vigil Mechanism (Whistle Blower Policy) is available at the Company''s weblink http://www.rdbgroup.in/policies.asp

Remuneration Policy

The Company''s policy relating to appointment of Directors, payment of managerial remuneration, directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure E and forms part of this Report.

Internal control systems and their adequacy

The Company has adequate internal control systems and procedures designed to effectively control the operations at the Head office as well as the Plant. The main thrust of Internal audit is to test and review controls, appraisal of risks and business processes.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control systems and suggests improvements to strengthen the same.

Particulars of loans, guarantees or investments

The particulars of loans, guarantees given and investments made during the year under Section 186 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to the report as Annexure F.

Related Party Transactions

All related party transactions are in the ordinary course of business and 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 persons which may have a potential conflict with the interest of the Company at large.

A Related Party Policy has been devised by the Board of Directors at its meeting held on 11^1h February, 2015 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company''s official website at the weblink- http://www.rdbgroup.in/policies.asp

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure G of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company attheweblink:http://www.rdbgroup.in/policies.asp

Risk Management Policy

The main identified risks at the Company are commercial risks, legal & regulatory risk. Your company has established a comprehensive risk management policy to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management.

During the year, no major risks were noticed, which may threaten the existence of the company.

Health. Environment and safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned environmental regulations and prevention of natural resources.

Safety is one of the topmost priorities of the Company. The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at 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 for prevention and redressal of complaints of sexual harassment at workplace. No complaints were received during the financial year 2015-16.

Acknowledgements

Your Directors would like to express their sincere gratitude for the assistance and co operation received from the financial institutions, banks, Government authorities, customers, vendors and members for their continued support and faith reposed in the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

RDB Rasayans Limited

Place: Kolkata Shanti Lai Baid

Date: 30^1h day of May, 2016 Chairman & Managing Director

Dear Members,

The Directors have pleasure in presenting their Twentieth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY

Year ended Year ended Particulars 31.03.2015(Rs.) 31.03.2014(Rs.)

Revenue from operations 678,627,971 734,466,067

Other Income 90,396,776 4,656,885

Profit before Interest, 114,466,232 58,309,235 Depreciation & Tax Less: Interest 12,580,718 15,529,948

Less: Depreciation 8,924,521 18,262,895

Profit before taxation 92,960,993 24,516,392

Less: Provision for current tax, deferred tax and tax adjusted for earlier year 28,116,819 8,124,414

Profit/(Loss )after tax 64,844,174 16,391,978

Add: Balance brought forward 42,660,540 36,699,700 from last year

Balance available for 1,07,504,714 53,091,678 appropriation

Less: Appropriations

a. Proposed dividend 8,857,400 8,857,400 on equity shares

b. Dividend Distribution 1,813,523 1,573,738 Tax thereon

Balance carried to 96,833,791 42,660,540 Balance Sheet

Transfer to Reserve

During the year under review, no amount was transferred to General Reserve.

Performance Review

Financial year 2014-15 was a very challenging one. Persistent recession in the global and domestic market reduced demand of packaging material. Fierce business competitions lead to reduction in the price of finished products which resulted reduction of net turnover from Rs.7344.66 lakhs to Rs. 6786.27 lakhs. Despite this constraints and challenges the Company's net profit after tax increased from Rs.163.92 lakhs to Rs.648.44 lakhs primarily due to recognition of interest income accounted for pursuant to SEBI direction and the guidelines prescribed under AS-9 with regard to revenue recognition.

Dividend

Your Directors have recommended a dividend of Rs. 0.50 per equity share for the financial year ended 31st March, 2015 subject to the approval of members in the ensuing Annual General Meeting. The total dividend pays out (including dividend tax) for the year under review is Rs.10,670,923.

The dividend will be paid on or before 3rd October, 2015 to those members, whose names appear in the Register of Members as on 27th August, 2015.

Change in Nature of Business

There has been no change in nature of business during the F.Y 2014-15.

Significant and Material Orders passed by the Regulators/Courts/Tribunals

SEBI vide Order dated 06th August, 2014 imposed a consolidated penalty of ' 3 crore on Mr Sunder Lal Dugar (Ex-Director and Chairman), Mr. Sandeep Baid(Whole Time Director), Mr. Prabir Kumar Sarkar, Mr. Mahendra Pratap Singh and Mr. Sachin Sridhar(Ex-Director) and an additional penalty of '5 lakh on Mr. Sandeep Baid (Whole time Director). All the Directors filed an appeal against the SEBI order in the SAT.

Investigation by SEBI on public offer has been completed .SEBI has issued an Order dated 19th December, 2014, under section 11(1), 11(4), and 11B of the SEBI Act, 1992 with respect to the ad interim ex parte Order dated 28th December, 2011. The said Order dated 19.12.2014 issued the following direction-

i. Prohibited the Company and Mr.Sunder Lal Dugar, Mr. Shanti Lal Baid and Mr. Sandeep Baid from buying, selling or dealing in securities in any manner whatsoever, for the period of four years. The period of prohibition already undergone by them pursuant to the above interim order shall be taken into account for the purpose of computing the period of prohibition imposed in the order.

ii. Subject to the applicable provisions of Companies Act, 1956 and Companies Act, 2013, RDB Rasayans shall utilize the funds raised in the IPO and lying in the escrow account for purposes disclosed in its Prospectus.

The matter in respect of Special Leave Petition filed by SEBI challenging the interim Order of Calcutta High Court granting withdrawal of funds was disposed off by the Hon'ble Supreme Court on the basis of Joint petition and consent order filed by the SEBI and the Company on 22.09.2014.

In view of the consent Order passed by the Supreme Court of India by its Order dated 22nd September, 2014, the Writ Petition W.P. No. 1971 (W) of 2012 filed by the Company with respect to ad interim ex-parte Order dated December 28, 2011 passed by Securities And Exchange Board of India (SEBI) has been disposed off as withdrawn by Hon'ble Calcutta High Court on 18.12.2014.

The utilization of IPO proceeds as on 31.03.2015 has been reported under Note No. 2.1(h) in Notes to the accounts.

Material Changes and Commitments after the Balance Sheet Date

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Details of Directors or Key Managerial Personnel including those who were appointed or have resigned during the year

* Independent Directors

At the Annual General Meeting held on 5th September, 2014, the existing Independent Directors, Mr. Mahendra Pratap Singh, Mr. Prabir Kumar Sarkar and Mr. Sharad Bachhawat were appointed as Independent Directors under section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement for a period of (5) five years upto 31st March, 2019.

Consequent to the demise of Mr Prabir Kumar Sarkar on 11.04.2015, the Board recommended the appointment of Mr. Abhay Bharat Kumar Doshi as Additional Independent Director of the Company w.e.f 28.05.2015 subject to approval of the shareholders of the Company in the ensuing Annual General Meeting.

* Statement on Declaration given by Independent Directors under sub- section (6) of Section 149

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

* Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarised 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. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program on the Company's operations, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The familiarization program is available on the Company's website under the weblink: www.rdbgroup.in. / investorrelations.asp.

* Non-Independent Director

During the year under review, Ms Kusum Devi Dugar, spouse of Mr. Sundar Lal Dugar, was inducted as woman director of the Company. Ms Kusum Devi Dugar resigned and Ms Pragya Baid, spouse of Mr. Sandeep Baid was appointed as woman Director w.e.f 15.07.2014.

* Retirement by Rotation

As per the provisions of Section 152(6) (c) of the Companies Act, 2013, Mr. Shanti Lal Baid retires by rotation, and being eligible, offers himself for re-appointment. In view of his considerable experience and contribution to the Company, your Directors recommend his re- appointment.

A brief resume of the Directors proposed to be appointed along with additional information pursuant to clause 49 of the Listing Agreement is provided in the notice of Annual General Meeting

* Key Managerial Personnel

Mr. Bidhan Neogi is the Chief Financial Officer of the Company. Ms Swati Agarwal resigned as Company Secretary w.e.f 14.02.2015 and Ms Mausami Das has been appointed as Company secretary w.e.f 28.05.2015.

* Board Evaluation

Pursuant to the provisions of section 134 of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Board has carried out an annual performance evaluation of its own performance, that of its Committees and the Directors individually. Each of the directors are required to evaluate the effectiveness of the Board as a whole and committees and Board (excluding the one being evaluated) further evaluate the performance of each Directors, based on the feedback forms.

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

Directors' Responsibility Statement

Pursuant to section134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the directors have 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 the statement of profit of the company for that period;

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

(d) the directors have prepared the annual accounts on a going concern basis; and

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

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

Industrial Relations and Human Resource Management

Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company is constantly working to create a congenial work environment and motivating employees at all levels and shall always place all necessary emphasis on continuous development of its human resources.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock exchange is presented in a separate section forming part of the Annual report.

Corporate Governance Report

As required by Clause 49 of the Listing Agreement with the Stock exchanges, the Corporate Governance Report and the Auditor's certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

CEO /CFO Certification

The CEO/CFO certificate on the financial statements of the Company as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

Subsidiaries

The Company does not have any subsidiary during the year under review.

Statutory Auditors

M/s. S M Daga & Co, Chartered Accountants was appointed as Statutory Auditors of the Company for a period of 2 years pursuant to section 139(2) of the Companies Act 2013 and rules made thereon in the Annual General Meeting held on 5th September 2014, subject to annual ratification by members. Accordingly a resolution seeking member's ratification for the appointment of M/s. S M Daga & Co as statutory Auditor for the F.Y. 2015-2016 is included in the Notice convening the Annual General meeting. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditors' Observations

There are no reservations, qualifications or adverse remarks contained in Auditors' Report attached to the Balance sheet as at 31st March, 2015

Cost Audit

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

Public Deposits

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, covered under section 76 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 1975.

Share Capital

The paid up equity share capital as at March 31, 2015 stood at Rs. 177,148,000. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Extract of the annual return

The Extract of Annual Return in form no MGT-9 forms part of the Board's Report and is annexed herewith as Annexure A.

Particulars of Employees and Related Disclosures

The statement containing the disclosure as required in accordance with the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure B and forms a part of the Board Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Ms. Disha Dugar, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure C and forms an integral part of this Report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure D and forms part of this Report.

Number of meetings of the Board of Directors

The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

* Meetings of Independent Directors

During the year under review, a meeting of Independent Directors was held on 11th February, 2015 wherein the performance of the non-independent directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Stakeholders' Relationship Committee

The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company's website at the weblink www. rdbgroup.in. / policies.asp.

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key managerial Personnel and Senior Management of the Company. The Company's policy relating to appointment of Directors, payment of Managerial remuneration and other related matters as provided under section 178(3) of the Companies Act, 2013 is furnished in Annexure E and forms part of this Report.

Internal control systems and their adequacy

Your Company has an effective internal control system, which are constantly assessed and strengthened with new /revised standard operating procedures. The main thrust of Internal audit is to test and review controls, appraisal of risks and business processes.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control systems and suggests improvements to strengthen the same.

Particulars of loans, guarantees or investments

Your Company has given short term loan to body corporate within the limit as specified under section 186 of the Companies Act 2013. Particulars of the Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given as under:

Details of loans as on 31st March, 2015

Particulars Closing Balance as on 31.03.2015 (Rs.)

S. D. Infrastructure 157,000,000 & Real Estate P Ltd.

RDB Legend Infrastructure 50,000,000 P Ltd.

Total 207,000,000

No guarantee and investment has been offered during the year under review.

Particulars of contracts or arrangements with related parties:

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC- 2 in Annexure F and form part of this Report.

Risk management policy

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy.

Health, Environment and safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned environmental regulations and prevention of natural resources.

In terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has taken adequate steps in respect of the same in lines of the provisions of the Act and during the year under review, no complaints were reported to the Board.

Acknowledgements

Your Directors wish to place on record their appreciation for the sincere contribution and co-operation made by the employees at all levels. Your Company recognizes the unstinted hard work and support of all the employees. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors

Place: Kolkata Shanti Lal Baid Date: 28th Day of May, 2015 Chairman & M.D.

To, The Members,

The Directors are pleased to present the 18th Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

Financial Performance

Particulars Financial Year Financial Year 2012-2013 (Rs.) 2011-2012 (Rs.)

Income from operations 598,074,601 457,285,850

Other income 7,573,343 31,738,392

Profit before interest, depreciation and tax 43,084,652 55,177,429

Less: a) Interest 15,753,894 15,837,845

b) Depreciation 16,156,373 15,947,043

Profit before taxation 11,174,385 23,392,541

Less: Provisions for current tax, deferred tax and tax adjusted for earlier year 3,518,900 7,779,624

Profit/(Loss) after tax 7,655,485 15,612,917

Add: Balance brought forward from last year 39,338,507 38,930,154

Add: Adjustment for transitional provision of AS-15 236,874

Balance available for appropriations 46,993,992 54,779,945

Less: Appropriations

a) Proposed dividend on equity shares 8,857,400 13,286,100

b) Dividend distribution tax on proposed dividend 1,436,892 2,155,338

c) Transfer to general reserves Balance carried to the Balance Sheet 36,699,700 39,338,507

Review of Operation

Financial Year 2012-13 was a very challenging for RDBRL. Persistent recession in the global and domestic markets drastically reduced demand of packaging material. Fierce business competition resulted in reduction in the prices of the finished products. Rising unrest across the country posed further challenges. Despite these constraints the Company managed to increase its turnover.The highlights are as follows:

1. Company''s gross turnover increased from Rs. 493,819,684 to Rs. 657,595,716.

2. Exports decreased from Rs. 89,277,276 to Rs. 27,224,391.

3. Profit before tax decreased from Rs. 23,392,541 to Rs. 11,174,385 primarily due to non-recognition of interest accrued in the Escrow Account, since the matter is sub judice. The recognition of interest has been postponed in accordance with the AS-9 "Revenue Recognition". Hence, the net profit after tax has also decreased from Rs. 15,612,917 to Rs. 7,655,485.

Dividend

Keeping in view the overall performance during the year your Directors are pleased to recommend a dividend of Rs. 0.50 per Equity Share (Previous year Rs. 0.75 per Equity share) for the financial year ended 31st March, 2013, which if approved will

be paid to those members whose names appear in the Register of Members as on 31st July, 2013; with respect to the shares held in demat form, it would be paid to members whose names are furnished by the NSDL and CDSL as beneficial owners as on that date. The total dividend outgo for the current year amounts to Rs. 10,294,292 (inclusive of dividend distribution tax).

SEBI Matter

Pursuant to the application filed by the Company in the Hon''ble High Court, Calcutta against an ad interim ex-parte order of SEBI dated 28.12.2011, the Honb''le High Court, Calcutta vide their order dated 18.07.2012 has granted liberty to the Company to withdraw and utilize Rs. 6.50 Crores out of Rs. 31.60 Crores lying in the Escrow Account.

SEBI being aggrieved by the interim order dated 18.07.2012 of the Hon''ble High Court, Calcutta has preferred a Special Leave Petition (SLP) on 15.02.2013 before Hon''ble Supreme Court of India. The SLP is now pending with Supreme Court of India for disposal.

The detailed utilisation of IPO proceeds as on 31.03.2013 has been reported under note no. 2.1(h) in Notes to the Accounts.

Business Activity

RDB Rasayans Limited, an ISO 9001:2008-certified organisation, is engaged in manufacture and sale of FIBC (Jumbo Bags) and woven sacks and various woven polymer based products like container liners, protective irrigation system, canal liners, etc. which find large scale applications in the segments like cement, fertiliser and carbon etc.

Directors

Sri Sandeep Baid Whole Time Director was appointed for a period of 3 years which was expired on 31.03.2013. Board decided to re-appoint him for a further period of three years w.e.f. 01.04.2013 subject to the approval of members in the ensuing Annual General Meeting. Considering his experience, expertise and knowledge in this field the Board recommends his re-appointment.

Sri Sharad Kumar Bachhawat was appointed as additional director w.e.f. 08.08.2012 in terms of section 260 of the Companies Act, 1956. Sri Sharad Kumar Bachhawat holds office up to the date of ensuing Annual General Meeting of the Company and being eligible offers himself for appointment as the Director of the Company. The Company has received a notice from the member under section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Sri Sharad Kumar Bachhawat for the office of director of the Company liable to retire by rotation.

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Article 89 of the Article of Association

of the Company, Mr. Mahendra Pratap Singh, whose period of office is liable to retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Sri Sachin Shridhar, Independent Director of the Company resigned from the Board on 27.05.2013 due to his pre- occupation. The Board places on record its sincere appreciation for his services and valuable contribution in the development and growth of the Company.

Brief resume and other relevant details pursuant to clause 49 of the Listing Agreement of Sri Sandeep Baid, Sri Sharad Kumar Bachhawat and Sri Mahendra Pratap Singh who are proposed to be appointed, re-appointed, is annexed in the notice convening the Annual General Meeting.

Your Directors recommend the above appointment/re-appointment.

Based on the confirmations received, none of the directors of your Company are disqualified as per provisions of section 274(1) (g) of the Companies Act, 1956.

Industrial Relations and Human Resource Management

Your Company recognises the importance of human resource in creating a great organization.

The Company is constantly working to create a congenial work environment and motivating employees at all levels and shall always place all necessary emphasis on continuous development of its human resources.

Management Discussion and Analysis Report

Management Discussion and Analysis Report (MDA) for the year under review as stipulated under clause 49 of the Listing Agreement with the stock exchange is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with the Auditors'' Certificate for its due compliance forms part of the Annual Report.

CEO/CFO Certification

The CEO/CFO certificate on the financial statements of the Company as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

Health, Safety and Environmental Protection

The Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximise worker protection and safety.

Subsidiaries

The Company does not have any subsidiary.

Auditors

M/s S.M. Daga & Co., Chartered Accountants, as Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible, have offered themselves for re-appointment and have further confirmed that the said re-appointment will be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.The Board of Directors upon the recommendation of the Audit Committee proposes the re-appointment of M/s S.M. Daga & Co., Chartered Accountants, as Statutory Auditors of the Company.

Auditorsù Observations

With reference to the auditor''s opinion point no. 6, it is reported that as a matter of prudence, interest accrued on Escrow Account of Rs. 19,598,109 (previous year Rs. 2,553,937) and TDS thereon of Rs. 1,959,811 (Rs. 255,394) for the year ended 31.03.2013 has not been accounted for in the books of accounts as the matter is sub judice, the recognition of interest has been postponed in accordance with AS-9 "Revenue Recognition".

Cost Audit

The Company has appointed M/s D.K. Lodha & Co., as cost auditors for conducting Cost Audit for the financial year 2012- 13.The last date for submitting the Cost Audit Report for the year ended 31st March, 2013 to the ROC is 29th September, 2013.

Public Deposit

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Particulars of Employees

None of the employees of the Company are drawing remuneration exceeding the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Long Term Agreement

Charter of Demand settled on dated 30th July, 2012 with the worker w.e.f. 01st January 2012 to 30th June, 2015. It will remain binding upon the parties thereafter until a fresh settlement is signed.

Directorsù Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm: -

i. that in the preparation of the annual accounts for the year ended 31st March, 2013 the applicable Accounting Standards have been followed;

ii. that the Directors have 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 statement of profit or loss of the Company for that period;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms part of this Report.

Acknowledgements

Your Directors would like to place on record their sincere gratitude to the stakeholders, bankers, business associates, retailers, suppliers, customers, government authorities and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board

For RDB Rasayans Ltd.

Place: Kolkata Shanti Lal Baid

Date: 27.05.2013 Chairman & M.D.

The Directors are pleased to present the 17th Annual Report together with the Audited Accounts for the year ended 31st March 2012.

Financial Performance

Particulars Financial Year Financial Year 2011-12 (Rs.) 2010-11 (Rs.)

Income from operations 457,285,850 424,236,415

Other income 31,738,392 1,310,764

Profit before interest, depreciation and tax 55,177,429 51,055,727

Less: a) Interest 15,837,845 10,306,780

b) Depreciation 15,947,043 15,085,306

Profit before taxation 23,392,541 25,663,641

Less: Provisions for current tax, deferred tax and tax adjusted for earlier year 7,779,624 7,632,734

Profit/(Loss) after tax 15,612,917 18,030,907

Add: Balance brought forward from last year 38,930,154 20,899,247

Add: Adjustment for transitional provision of AS-15 236,874 –

Balance available for appropriations 54,779,945 38,930,154

Less: Appropriations

a) Proposed dividend on equity shares 13,286,100 –

b) Dividend distribution tax on proposed dividend 2,155,338 –

c) Transfer to general reserves – –

Balance carried to the Balance Sheet 39,338,507 38,930,154

Review of Operation

Financial Year 2011-12 was a very challenging one. Persistent recession in the global and domestic markets drastically reduced demand of packaging material. Fierce business competition resulted in reduction in the prices of the finished products. Rising unrest across the country posed further challenges. Despite these constraints and challenges the Company performed well. The highlights are as follows:

1. The Company's gross turnover increased from Rs.461,304,485 to Rs.493,819,684.

2. Exports increased from Rs.54,418,112 to Rs.89,277,276.

3. Profit before tax decreased from Rs.25,663,641 to Rs.23,392,541 due to increased input cost, consequently the net profit after tax also decreased from Rs.18,030,907 to Rs.15,612,917.

Dividend

Your Directors are pleased to recommend a dividend of Rs.0.75/- per equity shares of Rs.10/- each for the Financial Year 2011-12. The dividend on equity shares is subject to the approval of shareholders at the Annual General Meeting. The total pay-out amounts to Rs.154.41 lakhs. (Including dividend distribution tax).

Initial Public Offering (IPO)

Your Company entered the capital market in October 2011 with an Initial Public offering (IPO) of 45,00,000 Equity Shares of Rs.10/- each issued at a price of Rs.79/- (including premium of Rs.69/-) aggregating Rs.3,555 lakhs. The issue constituted 25.40% of the post issue paid-up capital of the Company. The object of the issue was to enhance the manufacturing capacity to 13500 MTPA.

Your Company has got listing and trading approval with effect from 7th October 2011 from BSE Ltd.

Consequent upon the IPO, the paid-up capital of the Company stands at Rs.177,148,000 divided into 17,714,800 Equity Shares of Rs.10/- each.

SEBI Matter

During the period when Company IPO was in process, the security market experienced severe price fluctuations, primarily in the scripts of companies which had come out with IPO in the recent past. Concerned by such price fluctuation SEBI initiated investigations and unfortunately your Company also came under the orbit of SEBI's investigation. Towards end of December 2011, SEBI issued an ad interim ex-parte order directing the Company, inter- alia, to retain its IPO proceeds in an Escrow Account with a schedule commercial bank pending conclusion of the investigation.

In deference to SEBI's order the Company deposited the proceeds amounting to Rs.31.60 crore in the Escrow Account

in a scheduled commercial bank but being aggrieved with the SEBI order filed a Writ petition in the High Court of Calcutta challenging the validity of the ad-interim ex-parte order by SEBI. The matter is sub judice now.

The detailed utilisation of IPO proceeds as on 31.03.2012 has been reported under note no. 2.1(h) in Notes to the Accounts.

Postal Ballot

The main object for raising funds through the IPO was to enhance manufacturing capacity by establishing a new unit at Haldia. However, subsequently, Management thought it prudent to explore other avenues to achieve the same object. To this end the Company sought members' approval through Postal Ballot to alter, modify, vary the deployment of IPO proceeds by including but not limited to rescheduling the utilisation in the project set out in the prospectus, deploying the proceeds in acquisitions, joint venture participation, expansion of greenfield/brownfield projects, any where in India. The members accorded their approval by overwhelming majority and the results of the postal ballot were declared on 7th April 2012.

Business Activity

RDB Rasayans Limited, an ISO 9001:2008-certified organisation, is engaged in manufacture and sale of FIBC (Jumbo Bags) and woven sacks and various woven polymer- based products like container liners, protective irrigation system, canal liners, etc. which find large scale applications in the segments like cement, fertiliser and carbon, etc.

Directors

During the year under review, Mr. Sunder Lal Dugar, Promoter-Director of the Company resigned from the post of Director with effect from 17th October 2011. The Board places on record its appreciation of the valuable services rendered by him during his tenure and for the contribution to the deliberations of the Board.

Mr. Shanti Lal Baid, Managing Director of the Company was also appointed as the Chief Executive Officer of the Company with effect from 12th December 2011.

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Article of Association of the Company, Mr. Prabir Kumar Sarkar, whose period of office is liable to retire by rotation and being eligible offers himself for re-appointment, which the Board recommends.

Based on the confirmations received, none of the directors of your Company are disqualified as per provisions of section 274(1)(g) of the Companies Act, 1956.

Industrial Relations and Human Resource Management

Your Company recognises the importance of human resource in creating a great organisation and wishes to place on record their appreciation for the contribution and support of all the employees towards the growth of the Company.

The Company is constantly working to create a congenial work environment and motivating employees at all levels and shall always place all necessary emphasis on continuous development of its human resources.

Management Discussion and Analysis Report

Management Discussion and Analysis Report (MDA) for the year under review as stipulated under clause 49 of the Listing Agreement with the stock exchange is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with the Auditors' Certificate for its due compliance forms part of the Annual Report.

Your Company has taken adequate steps for compliance with the Corporate Governance guidelines, as amended from time to time.

CEO/CFO Certification

The CEO/CFO certificate on the financial statements of the Company as required under Clause 49 of the Listing Agreement forms part of the Annual Report.

Health, Safety and Environmental Protection

The Company has complied with all the applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximise worker protection and safety.

Subsidiaries

The Company does not have any subsidiary.

Auditors

M/s S.M. Daga & Co., Chartered Accountants, as Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible, have offered themselves for reappointment and have further confirmed that the said reappointment will be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.The Board of Directors upon the recommendation of the Audit Committee proposes the reappointment of M/s S.M. Daga & Co., Chartered Accountants, as Statutory Auditors of the Company.

Auditors' Observations

There are no reservations, qualifications or adverse remarks contained in the Auditors' report attached to the Balance Sheet as at 31st March 2012.

Public Deposit

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Particulars of Employees

None of the employees of the Company are drawing remuneration exceeding the limits specified under Section 227(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Directors' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm: -

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

ii. that the Directors have 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 or loss of the Company for that period;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

Investor Relations

Investor relations have been cordial during the year. As a part of compliance, the Company has a Shareholder's/ Investor's Grievance Committee to redress the issues relating to investors. It consists of three members namely Mr. Shanti Lal Baid, Managing Director, Mr. Sandeep Baid, Whole-Time Director and Mr. Prabir Kumar Sarkar, Independent Director of the Company. Mr. Prabir Kumar Sarkar, Independent Director is the Chairman of the Investor Grievance Committee. The details of this Committee are provided in the Corporate Governance Report forming part of the Annual Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo as required under section 217 (1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms part of this Report.

Acknowledgements

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board

For RDB Rasayans Limited

Place: Kolkata Shanti Lal Baid

Date : 28th May 2012 Chairman & M.D.

The Directors present herewith your Company's 16th Annual Report together with the Audited Accounts for the year ended 315t March, 2011

Financial Result

Particulars Current Year Ended Previous Year Ended 31.03.2011 31.03.2010

(Amount in Rs) (Amount in Rs)

Total Income 462,615,248.92 309,983,499.78

Total Expenditure 436,951,607.61 299,951,961.04

Profit/Loss) before Tax 25,663,641.31 10,031,538.74

Provision for Taxation 7,632,734.01 2,197,764.20

Profit/Loss) after Tax 18,030,907.30 7,833,774.54

Balance brought forward from last year 20,899,246.74 64,176,472.20

Balance available for Appropriations - 72,010,246.74

Amount utilized for Issue of Bonus Shares - 51,111,000.00

Balance carried to Balance Sheet 38,930,154.04 20,899,246.74

Dividend

With a view to conserve the resources for long-term growth, your directors do not recommend any dividend for the year under review.

Directors

Sri Sachin Shridhar and Sri Mahendra Pratap Singh, directors of the company, whose period of office is liable to retire by rotation and being eligible offer themselves for reappointment.. Board recommends their reappointment..

Auditors

Mis M.K. Surana & Co., Chartered Accountants, as statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible, have offered themselves for re- appointment and have further confirmed that the said re-appointment will be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Auditors Report

Auditors' reference to notes on accounts annexed to and forming part of the accounts are self-explanatory.

Pubic Deposit

During the year under review, the Company has neither accepted nor renewed any public deposit and has no overdue or unclaimed public deposit, as defined under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

Personnel

None of the employees of the Company is drawing remuneration exceeding the limits specified under section 227(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

Responsibility Statement

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm: -

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. that the Directors have 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 or loss of the Company for that period;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

Particulars of conservation of energy, technology absorption and foreign exchange earning and outgo

Particulars of conservation of energy technology absorption and foreign exchange earning and outgo as required under Section 217 (I) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms a part of this Report.

Industrial Relations

Employee relations continued to remain cordial throughout the year.

Conclusion

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole- hearted co- operation, commitment and contribution made by all the employees and look forward to their continued support.

For and on behalf of the Board

Place: Kolkata For RDB Rasayans Ltd. For RDB Rasayans Ltd.



Director Director