25 Apr 2017 | Livemint.com

Last Updated: Mar 23, 02:31 PM
RT Exports Ltd.


  • 10.64 0.00 (0%)
  • Vol: 2
  • BSE Code: 512565


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RT Exports Ltd. Accounting Policy


Our Corporate Governance Philosophy

We believe that it is imperative for us to manage our business affairs in the most fair and transparent manner with a firm commitment to our values. For us, corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. Our corporate governance framework is a reflection of our culture, our policies, our relationship with stakeholders and our commitment to values. Accordingly, we always seek to ensure that our performance is driven by integrity. This is vital to gain and retain the trust of our stakeholders. R.T.Exports philosophy of Corporate Governance is founded on the pillars of fairness, accountability, disclosures and transparency. These pillars have been strongly cemented which is reflected in your Company's business practices and work culture. The sound governance processes and systems guide the Company on its journey towards continued success. The practice of responsible governance has enabled your Company to achieve sustainable growth, while meeting the aspirations of its stakeholder's and societal expectations.

Your Company is committed to sound principles of Corporate Governance with respect to all of its procedures, policies and practices. The governance processes and systems are continuously reviewed to ensure highest ethical and responsible standards being practiced by your Company. Comprehensive disclosures, structured accountability in exercise of powers, adhering to best practices and commitment to compliance with regulations and statutes in letter as well as spirit have enabled your Company to enhance shareholder value. In fact, this has become an integral part of the way the business is done.

Our corporate governance framework ensures effective engagement with our stakeholders and helps us evolve with changing times.

The Securities and Exchange Board of India (SEBI) amended the Listing Agreement effective October 1, 2014, to bring in additional corporate governance norms for listed entities. These norms provide for stricter disclosures and protection of investor rights, including equitable treatment for minority and foreign shareholders.

The amended rules required companies to get shareholders' approval for related party transactions, establish whistleblower mechanisms, elaborate disclosures on pay packages and have at least one woman director on their boards. The amended norms are aligned with the provisions of the Companies Act, 2013, and are aimed to encourage companies to 'adopt best practices on corporate governance.

We believe that an active, well-informed and independent board is necessary to ensure the highest standards of corporate governance. It is well-recognized that an effective Board is a pre-requisite for a strong and effective corporate governance. At R T Exports, the Board of Directors ('the Board') is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of our stakeholders. Our corporate governance framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

Our corporate governance philosophy is based on the following principles:

? Corporate governance standards should go beyond the law and satisfy the spirit of the law, not just the letter of the law

? When in doubt, disclose. Ensure transparency and maintain a high level of disclosure

? Clearly distinguish between personal conveniences and corporate resources

? Communicate externally, and truthfully, about how the Company is run internally

? Comply with the laws of all countries in which we operate

? Have a simple and transparent corporate structure driven solely by business needs

? The Management is the trustee of the shareholders' capital and not the owner.

We firmly believe that Board independence is essential to bring objectivity and transparency in the Management and in the dealings of the Company. As on March 31, 2015, half of our Board members - two out of four - are independent members. An independent director is nominated as the chairperson of each of the audit, nomination and remuneration and stakeholders relationship committees.

Corporate Governance of listed companies has been regulated through Clause 49 of the Listing Agreement by the Securities and Exchange Board of India (SEBI). R.T. Exports Ltd. is in full compliance with Clause 49. This chapter of the annual report, the information given under the chapters, Management Discussion and Analysis and Additional Shareholders' Information together constitute the compliance report of the Company on corporate governance during the year 2014-15.

Corporate Governance Guidelines

Over the years, the Board has developed corporate governance guidelines to help fulfill our corporate responsibility towards our stakeholders. These guidelines ensure that the Board will have the necessary authority and processes in place to review and evaluate our operations when required. Further, these guidelines allow the Board to make decisions that are independent of the Management. The Board may change these guidelines regularly to achieve our stated objectives.

A. Board composition

Size and composition of the Board

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2015, the Board consists of 4 members, two of whom are executive or whole-time Directors, and other two are independent Directors. Both the executive Directors are our Promoters. The Board periodically evaluates the need for change in its composition and size. The Directors have expertise in the fields of strategy, management, finance, operations, technology, human resource development and economics. The Board provides leadership, strategic guidance, objective and independent view to the Company's management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure.

Each Director informs the Company on an annual basis about the Board and Board Committee positions he / she occupies in other companies including Chairmanships and notifies changes during the term of their directorship in the Company.

None of the directors on the Board is a Member in more than ten Committees and Chairman of more than 5 Committees (as specified in clause 49), across all the Companies in which he/she is a Director. The necessary disclosure regarding Committee positions have been made by the Directors.

The nomination and remuneration committee works with the entire Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and for individual members. Board members are expected to possess the required qualifications, integrity, expertise and experience for the position. They should also possess deep expertise and insights in sectors / areas relevant to the Company, and ability to contribute to the Company's growth. The Company shall not appoint or continue the employment of any person who has attained the age of 70 years as Managing Director / Executive Director and independent director. The term of the person holding this position may be extended at the discretion of the committee beyond the age of 70 years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond 70 years as the case may be. Board members are expected to rigorously prepare for, attend and participate in all Board and applicable committee meetings. Each member is expected to ensure that their other current and planned future commitments do not materially interfere with their responsibilities with us.

Selection of new directors

The Board is responsible for the selection of new directors. The Board delegates the screening and selection process involved in selecting new directors to the nomination and remuneration committee, which consists exclusively of independent directors. The nomination and remuneration committee in turn makes recommendations to the Board on the induction of any new directors.

Membership term

The Board constantly evaluates the contribution of the members and periodically shares updates with the shareholders about re appointments according to the existing statute. The current law in India mandates the retirement of two-third of the executive board members (who are liable to retire by rotation) every year, and qualifies the retiring members for re appointment. Executive directors are appointed by the shareholders for the tenure of a maximum period of five years, but are eligible for re-appointment upon completion of their term. An independent director shall hold office for a term of up to five consecutive years on the board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company.

Succession planning

Your company has got a well defined succession plan, and also prepares contingency plans for succession in case of any exigencies.

Board Remuneration Policy

Your Company is paying no remuneration to its Board including its Managing Director.

B. Board Meetings

Scheduling and selection of agenda items for Board meetings

Dates for Board meetings in the ensuing year are decided in advance and published as part of the Annual Report. Most Board meetings are held at our registered office at Mumbai, India. The Executive Chairman of the Board and the Company Secretary draft the agenda for each meeting, along with explanatory notes, in consultation with Executive Director and the CFO, and distribute these in advance to the Directors. Every Board member can suggest the inclusion of additional items in the agenda. The Board meets at least once a quarter to review the quarterly results and other items on the agenda, and also on the occasion of the AGM of the shareholders. Additional meetings are held when necessary. Independent directors are expected to attend at least four Board meetings in a year. Committees of the Board usually meet on the same day before the formal Board meeting, or whenever the need arises for transacting business. Five Board meetings were held during the year ended March 31, 2015. These were held on May 19, 2014, June 13, 2014, August 14, 2014, November 4, 2014 and February 13, 2015.

Availability of information to Board members

The Board has unrestricted access to all Company-related information including that of our employees. At Board meetings, managers and representatives who can provide additional insights on the items being discussed are invited. Regular updates provided to the Board include:

• Annual operating plans and budgets, capital budgets and updates

• Quarterly results of our operating divisions or business segments

• Minutes of meetings of audit and investor grievance and share transfer committees, and abstracts of resolutions passed

• General notices of interest received from directors

• Information on recruitment and remuneration of senior officers below the Board level, including appointment or removal of the Chief Financial Officer and Company Secretary, if any

• Materially important litigations, show cause, demand, prosecution and penalty notices

• Fatal or serious accidents, dangerous occurrences, and issues related to material effluents or pollution

• Any materially relevant defaults in financial obligations to and by us

• Any issue that involves possible public or product liability claims of a substantial nature

• Details of joint ventures, acquisitions of companies, or collaboration agreements

• Transactions that involve substantial payments toward goodwill, brand equity or IP

• Any significant development involving human resource management

• Sale of a material nature, or of investments, subsidiaries and assets, which are not part of the normal course of business

• Details of foreign exchange exposure and the steps taken by the Management to limit risks of adverse exchange rate movement

• Non-compliance with any regulatory, statutory or listing requirements, as well as shareholder services, such as delays in share transfer etc.

Discussion with independent directors:

Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder, the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of the Management. All the independent directors of the Company shall strive to be present at such meetings. The meeting shall review the performance of non-independent directors and the Board as a whole; review the performance of the chairman of the Board, taking into account the views of the executive directors and non-executive directors; assess the quality, quantity and timeliness of flow of information between the Management and the board that is necessary for it to effectively and reasonably perform its duties.

The Board's policy is to regularly have separate meetings with independent directors, to update them on all business-related issues and new initiatives. At such meetings, the executive directors and other members of the Management make presentations on relevant issues.

In addition, our independent directors meet periodically at an executive session that does not have any of the executive directors or members of the Management in attendance.

Materially significant related party transactions

There have been no materially significant related party transactions, monetary transactions or relationships between the Company and directors, Key Managerial Persons or relatives, except for those disclosed in the financial statements for the year ended March 31, 2015.

D. Code of Conduct:

The Board of Directors of the Company has approved and adopted code of conducts for Members of the Board of Directors and senior management of the Company. The Code is circulated to all the members of the Board and Senior management personnel and the compliance of the same is affirmed by them annually.

Code of Conduct for all Board members & Senior Management has been posted on the Company's website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The Certificate is enclosed at the end of this Report

E. Board committees

Currently the Board has three committees: the audit committee, nomination and remuneration committee and stakeholders relationship committee. The Chairman of the Board in consultation with Committee Chairman, determines the frequency and duration of committee meetings. The quorum of the meetings is either two members or one third of the total members of the committee, whichever is higher.

The Executive Chairman of the Board, in consultation with the Company Secretary and the committee chairperson, determines the frequency and duration of the committee meetings. Normally, all the committees meet four times a year. Recommendations of the committees are submitted to the entire Board for approval.

The quorum for meetings is either two members or one-third of the members of the committee, whichever is higher.

1. Audit Committee

The Company is listed in Bombay Stock Exchange and as per clause 49 of the Listing Agreement makes it mandatory for the listed companies to adopt an appropriate Audit committee.


The objective of Audit Committee is to keep vigil on managements' financial reporting process with a view to ensure timely and transparent disclosure in the financial statements. The term of reference of the Committee are extensive and include all the requirements as mandated in clause 49 of the listing agreement read with section 177 of the Companies Act, 2013.

Audit committee report for the year ended March 31, 2015

Two third members of the committee are independent directors, according to the definition laid down in the audit committee charter, Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Bombay Stock Exchange.

The Management is responsible for the Company's internal control over financial reporting and the financial reporting process. The independent auditors are responsible for performing an independent audit of the Company's financial statements in accordance with the generally accepted auditing principles (GAAP), and for issuing a report thereon. The committee's responsibility is to monitor these processes. The committee is also responsible for overseeing the processes related to financial reporting and information dissemination. This is to ensure that the financial statements are true, fair, sufficient and credible. In addition, the committee recommends to the Board the appointment of the Company's internal and independent auditors.

In this context, the committee discussed the overall scope and plans for the independent audit with the Company's auditors. The Management shared the Company's financial statements prepared in accordance with the Indian GAAP with the committee. The committee discussed with the auditors, in the absence of the Management (whenever necessary), regarding the Company's audited financial statements, including the auditors' judgment about the quality, not just the applicability, of the accounting principles, the reasonableness of significant judgment and the clarity of disclosures in the financial statements.

The committee, in consultation with CFO, shall review the performance of all the executive directors on a half-yearly basis or at such intervals as may be necessary on the basis of the detailed performance parameters set for each of the executive directors at the beginning of the year. The committee may also regularly evaluate the usefulness of such performance parameters, and make necessary amendments.


The Company's, Audit Committee presently comprises of three members out of which two are independent Directors. Mr. Sheetal Mehta - Chairman (Independent) Mr. Bhavik Bhimjyani - Member (Non-Independent) Mr. Asha Dawda - Member (Independent)


Terms of References:

The terms of reference stipulated by the Board of Directors to the Audit committee are as contained under Clause 49 of the Listing Agreement and all the members of the Audit Committee have financial and accounting knowledge.

Powers of the Audit Committee are as under:

i) Powers of the Committee

The primary objective of Audit Committee is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting.

The Committee has vested with the following powers:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advise.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

5. Other powers as may be mandated by any Law for time being force or as per Listing Agreement.

ii) Role of the Audit Committee:

Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

1. Recommending to the Board, the appointment, re- appointment and, if required, the replacement or removal of the statutory auditor, fixing of audit fees and approving payments for any other service.

2. Recommending to the Board of Directors, the appointment of Cost Auditor for the Company.

3. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report as per Section 134(5) of the Companies Act, 2013;

b. Changes in the Accounting policies and practices and the reasons for the same, major accounting entries and significant adjustments made in the financial statements arising out of audit findings;

c. Compliance with listing and other legal requirements relating to financial statements;

d. Disclosure of any related party transactions; and

e. Qualifications in the draft audit report, if any.

4. Reviewing with management quarterly, half-yearly, nine- months and annual financial statements, standalone as well as consolidated before submission to the Board for approval.

5. Reviewing with the management performance of statutory and internal auditors.

6. Discussion with the internal auditors on any significant findings and follow-up thereon.

7. Reviewing the internal investigations by the internal auditors into matters where there is a suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

8. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

9. Reviewing reports furnished by the internal auditors and statutory auditors and ensuring suitable follow-up thereon.

10. Looking into reasons for substantial defaults in payment to the depositors, debenture holders, shareholders and creditors, if any.

11. Reviewing the appointment of the Chief Internal Auditor of the Company.

12. Reviewing the Company's financial and risk management policies.

The Company has an internal audit team, headed by the Chief Internal Auditor, who reports to the Managing Director & CEO and the Audit Committee. From time to time, reports are made to the Audit Committee on the findings of such reviews.

13. Reviewing with the management and the Statutory Auditors anticipated changes in the Accounting Standards.

14. Reviewing the Management Discussion and Analysis of the financial condition and results of operations.

15. Reviewing the statements of significant related party transactions,the financial statements and investments made by the unlisted subsidiary companies.

16. Review of the Whistle Blower mechanism of the Company as per the Whistle Blower Policy; and Company's adequacy of internal controls covering financial, operational, compliance, IT applications, etc., are reviewed by the Internal Audit Department.

17. Any other matter referred to by the Board of Directors.

2. Nomination and Remuneration Committee

Our nomination and remuneration committee ('the committee') compriseds three members out of which two are independent directors as on March 31, 2015:

Mr. Sheetal Mehta - Chairman (Independent)

Mr. Bhavik Bhimjyani - Member (Non-Independent)

Mr. Asha Dawda - Member (Independent)

In accordance with the requirements of Section 178 of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement with the BSE Limited, the Board, at its meeting held on November 4, 2014 constituted the Nomination and Remuneration Committee.


The Key Objectives of the Committee would be:

1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

2. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

3. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

4. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

6. To devise a policy on Board diversity

7. To develop a succession plan for the Board and to regularly review the plan;

3. Shareholders Relationship Committee:

Shareholders Relationship Committee of the Board presently comprises of 3 members out of which one director is independent non-executive director, viz., Mr. Sheetal Mehta and other members are Mr. Rashmi Bhimjyani and Mr. Bhavik Bhimjyani.


The objective of the Shareholders Grievance Committee is to review and address the grievances of the Shareholders in respect of share transfers, transmissions, non-receipt of annual report, non-receipt of declared dividend etc., and other related activities. The Committee oversees performance of the Registrar and Transfer Agents of the Company, and recommends measures for overall improvement in the quality of investor services. The Committee also monitors implementation and compliance of the Company's Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992.

F. Management's discussion and analysis

A detailed report on our Management's discussion and analysis forms part of this Annual Report.

G. Shareholders

Disclosures regarding the appointment or re-appointment of directors:

The Companies Act, 2013 provides for appointment of independent directors. Sub section (10) of Section 149 of the Companies Act, 2013 (effective April 1, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company.

Sub-section (11) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in sub sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The Board has been advised that non-executive (independent) directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those non executive (independent) directors who will complete their present term, at the ensuing AGM, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term of up to five consecutive years.

Non-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till expiry of their term (based on retirement period calculation) and would thereafter be eligible for re-appointment for a fixed term in accordance with the 2013 Act.

Under the provisions of Clause 49 of the Listing Agreement and the Companies Act, 2013, company has to appoint a woman director. Your company took a note of the same and working towards that.

The detailed profiles of all these directors will be provided in the Notice convening the AGM.

Investor grievance and share transfer

We have an Investors' Grievance Cum Share Transfer Committee to examine and redress shareholders' and investors' complaints. The status of complaints and share transfers is reported to the entire Board. The details of shares transferred and the nature of complaints are provided in the Shareholder information section of the Annual Report. For shares transferred in physical form, the Company provides adequate notice to the seller before registering the transfer of shares. The share transfer committee of the Company will meet as often as required to approve share transfers. For matters regarding shares transferred in physical form, share certificates and change of address, shareholders should communicate with Link Intime (India) Ltd., our registrar and share-transfer agent. Their address is published in the Shareholder information section of the Annual Report.

Share transactions in electronic form can be effected in a much simpler and faster manner. After a confirmation of a sale / purchase transaction from the broker, shareholders should approach the depository participant with a request to debit or credit the account for the transaction. The depository participant will immediately arrange to complete the transaction by updating the account. There is no need for a separate communication to the Company

Details of non-compliance

No penalty has been imposed by any stock exchange, SEBI or SEC, nor has there been any instance of non-compliance with any legal requirements, or on matters relating to the capital market over the last three years.

Auditors' certificate on corporate governance

As required by Clause 49 of the Listing Agreement, the auditors' certificate on corporate governance is annexed to the Directors' report.

CEO and CFO certification

As required by Clause 49 of the Listing Agreement, the CEO and CFO certification is annexed to the Directors' report.

Code of conduct

In compliance with Clause 49 of the Listing Agreement and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct and Ethics ('the Code'). The Code is applicable to the members of the Board, the executive officers and all employees of the Company. The Code is available on our website,www.rtexports.com All members of the Board, the executive officers and senior financial officers have affirmed compliance to the Code as on March 31, 2015. A declaration to this effect, signed by the MD and the CFO, forms part of the CEO and CFO certification.

Insider Trading:

The Company has adopted code of conduct for prevention of Insider Trading pursuant to the Insider Trading Regulations as amended from time to time issued by SEBI. The code of conduct is applicable to all Directors and key Management Personnel of the Company who are expected to have access to information related to the Company which can have impact on the prices of the shares of the Company


• Related Party Transactions

The company follows the following policy in disclosing the related party transactions to the Audit Committee:

i A statement in summary form of transactions with related parties, if any, in the ordinary course of business is placed before the Audit Committee.

ii Details of material individual transactions with related parties which are not in the normal course of business, if any, is placed before the Audit Committee.

iii Details of material individual transactions with related parties or others, which are not on an arm's length basis is placed before the Audit Committee, together with Management's justification for the same.

There were no transactions of a material nature with the directors or Key Managerial Persons, the Company's subsidiary or relatives of the directors during the financial year which could have potential conflict with the interest of the Company at large. Necessary disclosures in regard to the Transactions with related parties have been made in the Financial Statements under Notes to Accounts - "Related Party Transactions".

Risk Management

The Company has laid down procedures to inform Board Members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

Means of Communication

The Company regularly intimates its financial results to the Stock Exchanges as soon as these are taken on record /approved. The financial results, quarterly, half yearly and Annual results and other Statutory information were communicated to the shareholders by way of an advertisement in Financial Express (English) and Apla Mahanagar (Marathi local) having vide circulation. Quarterly and annual financial statements, along with segmental information, are also posted on our website, www.rtexports.com

Management Discussions and Analysis Report forming part of Annual Report are annexed separately.

General Shareholders Information

• Next Annual General Meeting

Day & Date : Wednesday, 30th September, 2015

Time : 10.00 a.m.

Venue Basement (No.2), Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai- 400 021

• Financial Calendar for 2015 -2016 :- (Tentative dates)

Financial year: April 01, 2015 to March 31, 2016

i) Un-audited results for the quarter ended 30th June 2015 -- Fourth week of July, 2015

ii) Un-audited results for the quarter/half Year ending 30th September 2015 -- Third week of October, 2014

iii) Un-audited results for the quarter ending 31st December 2015 -- Third week of January, 2016

iv) Un-audited results for the year ending 31st March 2016 - Third week of May, 2016

v) Annual General Meeting for the year ending 31st March 2016 - September, 2016

Book Closure date:

The Company's Register of Members and Share Transfer Books will remain closed from Thursday, 24th September, 2015 to Wednesday, 30th September, 2015 (both days inclusive).

Registered office : 508, Dalamal House, Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400 021. Tel: (91-22) 2284 0000 Fax: (91-22) 6630 7000


The Company's equity shares are listed at the following Stock Exchange:

1) The Stock Exchange, Mumbai (BSE) Phroze Jeejeebhoy Towers,  Dalal Street, Mumbai - 400 001.  Ph: +91 -22 - 22721233 Fax: +91 - 22 -22723677

2) Scrip Information:

Name of the Exchange  Trading Symbol/Code

The Stock Exchange, Mumbai (BSE) : 512565

ISIN Demat : INE 581D01015

3) The Company has depository connectivity with NSDL & CDSL and has paid Annual Custody Fees for the financial  year 2015-2016.

4) The Company has paid Annual Listing Fees for above Stock Exchange for the financial year 2015-2016.

• Registrar & Share Transfer Agents:

In order to attain speedy processing and disposal of share transfer and other allied matters, the Board has appointed M/s Link Intime (India) Private limited as the Registrar and Share Transfer Agents of the Company. Their Correspondence address is as follows:

M/s. Link Intime India Private Limited (Previously known as Intime Spectrum Registry Limited) (Unit - R. T. Exports Limited), C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup - West, Mumbai - 400 078, Ph : 022 - 2596 3838 Fax  : 022 - 2594 6969

• Share Transfer System:

The trading in Equity shares of the Company in demat form are transferable through depository system. The share in physical from are processed by the Registrar and Transfer Agents and approved by the investors' Grievance Cum Share Transfer Committee.

The applications for transfer of shares held in physical form are received at the office of the Registrar and Share Transfer Agents of the Company. All valid transfers are processed within 30 days from the date of lodgment.

On 31 March, 2015 there was no unprocessed transfer pending.

• ECS Mandate

To service the investors better, the Company requests all the shareholders who hold shares in dematerialized form to update their bank particulars with their respective depositories. Shareholders holding shares in the physical form may kindly forward the bank particulars to our Registrars to the address mentioned above.

• Dematerialization of shares and liquidity

As at 31st March, 2015, 83.00 % of shareholding was held in dematerialized form with NSDL and CDSL, while 17.00 % was held in physical form.

• Outstanding GDRs/ADRs/Warrants

There are no outstanding GDRs/ADRs/Warrants or any convertible instruments, as on 31st March, 2015, likely to have an impact on the Equity Share Capital of the Company.

• Investor Correspondence

Registrar and transfer Agent (Share transfer and communication regarding share certificates and change of address.

Link time (India) Ltd, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai -400 078

Compliance Officer

Rajeshkumar Pillai 508 , Dalamal House, Jamnalal Bajaj Road, Nariman Point , Mumbai - 400 021. Tel : 91 22 22840021 Fax : 9122 66307000 Email :- "compliance@rtexports.com

For and on behalf of the Board

Rashmi Bhimjyani

Chairman & Managing Director

Place: Mumbai

Date: 22nd May, 2015