Share Wealth

Dear Members,

The Directors have pleasure in presenting their 33^rd Annual Report on the business and operations of the company together with the auditor financial statements for the financial year ended March 31st2015.

1. Financial Performance of the Company (Amount in Rs)

2. DIVIDEND

Your Directors have not recommended any divided for the financial year 2014-15 in view of re-investment of the surplus in order to maintain a healthy adequacy ratio to support long term growth of your company

3. Transfer of Unclaimed Dividend to Investor Education And Protection Ford

The Provisions of section 125(5) of the companies Act,2013 do not apply on the company as no dividend has been declared during the year.

4. Reserves

Your Directors have not proposed to transfer the accumulated profit to Reserves during the year.

5. Brief description of the company working during the year/state of company’s affair.

The Company being an Investment Company presently invested in Bullion and also invests to acquire sell, transfer, subscribe for, hold and otherwise deal in and invest in any shares, bonds, stocks issued or guaranteed by any Company.

The Company is also engaged in the Trading of Products in retail and wholesale market. The business of the Company largely depends on the consumers spending power.

6. Change in the nature of business, if any

The company has not changed its nature of business during the current financial year.

7. Post Balance Sheet Events

No material] changes have been occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Statement in Form AOC-I containing the salient feature of the financial statement of; our subsidiaries, associates and joint venture companies pursuant to first proviso to Section ¹ Companies Act 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report’ Further, in line with Section 129(3) of the Act read with the aforesaid Rules the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard 2 (AEW21), Consolidated Financial Statements prepared by your Company include financial formation of its subsidiary companies.

The company has the following subsidiary companies:

a) Sona Coatings Pvt Ltd.

b) Suchitra Vinimay Pvt Ltd.

c} Neeti Comtrade Pvt Ltd.

10. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act.

11. Statutory Auditors

M/s R.M. Jain & Associates, Chartered Accountants, have been appointed as Statutory ^Audito^r® company till the conclusion of the Annual General Meeting of the company to be the d in the year 2019 (subject to ratification of their re- appointment at every AGM) with remuneration shall be decided as per the Audit Committee.

12. Auditors' Report

The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given.

13. Share Capital

Issue of equity shares with differential rights

Your company has not issued any of its securities with differential rights during the year under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

Preferential Issue of Capital

Your company has issued 3,000,000 equity shares of Rs 10/- each on preferential basis to Non Promoters during the year and as on date the entire capital is listed with Calcutta Stock Exchange.

14. Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT - 9) and is attached to this Report

15. Conservation of energy. Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

16. Corporate Social Responsibility CSRl

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

17. Directors;

A) Changes in Directors and Key Managerial Personnel: Pursuant to the Resolution of the Board of Directors passed at its meeting,

Mr. PANKAJ SHARMA, director of the Company will also be designated as Chief Financial Officer w.e.f. 28.05.2015.

B) Declaration by an Independent Director(s) and re- appointment

Mr. Kishan Choudhary and Mrs. Puja Sharma, Independent Directors of the Company have confirmed that they fulfilled all the conditions of the Independent Directorship as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and the rules made there under and the same have been noted by the Board.

C) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the Non- Independent Directors and the chairman of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board. The meeting of the company was held on 03/02/2015, wherein the performance of the Board as a whole was evaluated.

18. Number of meetings of the Board of Directors

Six Meetings of the Board of Directors were held during the financial year 2014-15. These were held on the following dates:

i) 29/05/2014 ii| 04/08/2014, iii) 06/11/2014, iv) 03/02/2015, v) 08/01/2015. vi) 06/03/2015.

19. Audit Committee

Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below:

20. Order of Court

The company is not subject to any legal proceedings and claims which will have a material or adverse effect on the going concern status or company’s operations or financial conditions,

21. Sexual Harassment Of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review.

22. Details of establishment of vigil mechanism for directors and employee

Pursuant to sub-section (9) & (10) of section 177 of the companies Act, 2013 read with rule 7 of the companies (Meetings of Board and its powers) Rules 2014 the company has established a whistle blower policy (vigil mechanism) for Directors and Employees of the company to report their genuine concerns or grievances The policy was approved by the Board of Directors of the company at its meeting same and to report to the Board about the companies in an unbiased manner.

23. Nomination and Remuneration committee

Composition of the nomination & Remuneration committee is in according with the requirement of section 178(1) of the companies Act, 2013 The composition is as under.

24. Particulars of loan Guarantees of Investments

There are no Loans, guarantees or investment as per section 186 of the Companies Act, 2013

25. PARTICULARS OF CONTRACTS OR Arrangements with Related Parties

Your company has no material individual transactions with its related parties which are covered under section 188 of the companies Act, 2013 which are not in the ordinary course of business and not undertaken on an arm’s length basis during the financial year 2014-15

²⁶ Managerial Remunerating-

The Company earned minimal profit during the year so the company has not provided any managerial Remuneration to the Director

27. Secretarial Audit Report

RAGHUNATH MANDAL is appointed as the secretarial Auditor of the company there is no qualification Provided any Managerial reservation or adverse °^{f the C}o^mpany' ^{There is} qualification, report. ^{made by the} company secretary in the secretarial audit

²⁸‘ Corporate Governance Certificate & Management Discussion and Analysis Report

. The Corporate Governance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in cause 49 of the listing ^{agreement and the} Management Discussion and Bisk Analysis Report has been annexed with the report

29 Risk management policy

The Company does not have any risk management policy as the elements of risk threatening the company existence are very minimal

30. Familiarization Programme for Independent Directors

In terms of clause 49 (II) (B) (7) of the listing Agreement your company is required to conduct the familiarization programme for Independent Directors (IDS) to familiarize them roles rights responsibilities in your etc company
nature of the industry in which your company operates business model of your company etc, through various initiatives the details of such familiarization programs are available on you company website www.rholdings.org and a link to the said programmes has been provided elsewhere in this Annual Report.

31. Director Responsibility statement

Pursuant to section 134(5) of the companies Act, 2013 Your Directors confirm that—

(a) In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) The director have selected such accounting policies and applied them consistently and made judgment 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 of the profit and loss of the company for that period.

(c) The Directors 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 detecting fraud and other irregularities.

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

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

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

32. Acknowledgements

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders bankers and other business constituents during the year under review.

For and on behalf of the Board of Directors

RAHUL SHARMA

(Managing Director) PANKAJ SHARMA

DIN 03258779 Chief Financial Officer & Director

DIN 05215905

Place: Kolkata

Date: 28/05/2015