rajdhani report - 2015€¦ · - 4 - allied herbals limited (formerly known as rajdhani leasing and...

29thANNUALR E PORT2014-2015

Regd. Off. : 4596/7, IIIrd Floor, 11 Mahaveer Niwas, Daryaganj, New Delhi-110002Contact: 011- 49610000 E-mail: [email protected]

CIN : L65921DL1985PLC022476

ALLIED HERBALS LIMITED (FORMERLY KNOWN AS RAJDHANI LEASING AND INDUSTRIES LIMITED)

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Corporate Information

CONTENT

S. No. Topics Page No.

1. Notice of AGM 03

2. Admission Slip 11

3. Proxy Form 12

4. Director's Report 14

5. Annexure to Director Report 20

6. Auditor's Report 30

7. Balance Sheet 34

8. Statement of Profit and Loss 35

9. Cash Flow Statement 36

10. Notes to Financial Statement 37

Allied Herbals Limited (Formerly known as Rajdhani Leasing and Industries Limited)

BOARD OF DIRECTORS1. Mr. ROHIT CHOWDHARY MANAGING DIRECTOR2. Mr. SANJAY JAIN DIRECTOR3. Mr. NARENDER KUMAR GOLA DIRECTOR4. Mr. SANJEEV AGARWAL INDEPENDENT DIRECTOR5. Ms. SHALINI AGRAWAL INDEPENDENTWOMEN DIRECTOR6. Mr. PIYUSH KUMAR SHARMA INDEPENDENT DIRECTOR

ATUL SRIVASTAVA CHIEF FINANCIAL OFFICERPAN: ARVPS8530PADD: C 51, GALI NO 1/4,BHAJANPURA, DELHI, 110053

STATUTORY AUDITOR AGARWAL KAMAL KUMAR & ASSOCIATESF.R.N. 005931NADD: 13-B,2nd Floor, Netaji Subhash Marg, Dariya Ganj, New Delhi-110002

SECRETARIAL AUDITOR A.K. VERMA & CO13B NETAJI SUBHASH MARGIInd FLOOR ABOVE CENTRAL BANK DARYAGANJ NEW DELHI-110002

COMPANY SECRETARY AJAY KACHER

WEBSITE www.alliedherbals.inEMAIL : [email protected] Tel: 011-49610000

rdREGISTERED OFFICE: 4596/7 III FLOOR, 11 MAHAVEER NIWAS, DARYAGANJ, NEW DELHI-110002

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Date : 11/08/2015

Dear Members / Directors / Auditor

You are cordially invited to attend the 29th Annual General Meeting (the 'AGM') of the members of Allied Herbals th Limited (Formerly known as Rajdhani Leasing and Industries Limited) will be held on Saturday, 26 September,

2015 at 03:30 P.M. at Yuva Shakti Auditorium, Sector-3, Rohini, Delhi-110085

The Notice of the meeting, containing the business to be transacted, is enclosed.

Thanking You,

For and on behalf of the BoardALLIED HERBALS LIMITED(Formerly known as Rajdhani Leasing and Industries Limited)

Rohit Chowdhary(Managing Director)Din: 00026031Add: BE-17, Shalimarbag, Delhi- 110052,

Enclosures:1. Notice of the AGM2. Attendance slip3. Proxy form (MGT-11)4. Route Map

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NOTICE

th Notice is hereby given that the 29 Annual General Meeting of the members of Allied Herbals Limited th (Formerly known as Rajdhani Leasing and Industries Limited) will be held on Saturday 26 Day of

September, 2015 at 03:30 P.M. at Yuva Shakti Auditorium, Sector-3, Rohini, Delhi-110085 to consider and transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt :

To consider and if thought fit to pass with or without modification(s) the following:

“RESOLVED THAT the Audited Balance Sheet & Profit & statement of Profit and Loss Account and Cash Flow Statement for the financial year ended March 31, 2015 along with the Auditor's Report and the Directors' Report as circulated to the shareholders and laid before the meeting, be received, considered and adopted.”

2. To appoint a Director in place of Sanjay Jain, (DIN 00026147) who retires by rotation and being eligible for re-appointment.

“RESOLVED THAT pursuant the provisions of Section 152 of the Companies Act, 2015 Mr. Sanjay Jain (DIN 00026147), who retires by rotation, and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a director of the Company, liable to retire by rotation.”

3. To Appointment of Auditor in place of retiring Auditor and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provision of section 139 and other application provisions, if any, of Companies act 2013 and the rules framed there under as mentioned from time to time M/s Bhuvi Kant & Associates, Chartered Accountants of New Delhi be and is hereby appointed as the auditors of the company in place of the retiring auditors. M/s Agarwal Kamal Kumar & Associates Chartered Accountants, to hold the office of the auditors till the conclusion of the annual general meeting held in 2020 on such remuneration as may be determined by the Board of directors of the company.”

SPECIAL BUSINESS:

4. To Appoint Mr. Rohit Chowdhary as Managing Director

To appoint Mr. Rohit Chowdhary as Managing Director of the Company who was appointed as Director of the Company and in this regard to consider and if thought fit to pass with or without modification(s),the following resolution as an Ordinary Resolution

“RESOLVED THAT pursuant to Sections 203, 196, 197 read with Schedule-V and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder or any amendment or, modifications thereof and subject to consent of the shareholders be and is hereby accorded to the appointment of Mr. Rohit Chowdhary as Managing Director of the Company for a period of Five years w.e.f. 28th May, 2015 on the terms and conditions as decided by the Board of Director of the Company.

RESOLVED FUTHER THAT Board of Director and Company Secretary of the Company be and are hereby severally authorized to sign, file all forms, documents, papers etc. with the Registrar of Companies, NCT of Delhi & Haryana, Ministry of Corporate Affairs and to do all such acts deeds, and things which may be necessary in this behalf.”

5. To regularization of Mr. Piyush Kumar Sharma as Independent Director of Company.

To appoint Mr.Piyush Kumar Sharma (DIN:07196416) as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the

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Listing Agreement, Mr. Piyush Kumar Sharma (DIN: 07196416), who was appointed as a Non Executive Independent Additional Director and whose term expires at this Annual General Meeting, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for 5 (Five) consecutive years for a term up to the conclusion of this Annual General Meeting of the Company in the calendar year 2020 and in respect of whom the Company has received a notice in writing and required sum of Deposit from a member proposing his candidature for the office of Independent Director.”

6. To regularization of Ms. Shalini Agrawal as Independent Woman Director of the Company

To appoint Ms.ShaliniAgrawal (DIN: 06857822) as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule- IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Ms. Shalini Agrawal (DIN: 06857822) who was appointed as a Non Executive Additional independent woman Director and whose term expires at this Annual General Meeting, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for 5 (Five) consecutive years for a term up to the conclusion of this Annual General Meeting of the Company in the calendar year 2020 and in respect of whom the Company has received a notice in writing and required sum of Deposit from a member proposing her candidature for the office of Independent Director.”

7. Re-Appointment of Secretarial Auditor

To re-appoint M/s A.K.Verma & Co. ,Company Secretaries, New Delhi as Secretarial Auditor of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution

“RESOLVED THAT pursuant provisions of Section 204 of the Companies Act, 2013, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Other applicable provisions of the Act and pursuant to relevant provisions of Article of Association of the Company, consent of the Company be and hereby accorded to re-appoint M/s A.K.Verma & Co., Company Secretaries, New Delhi as Secretarial Auditor for Financial Year 2015-2016 on such remuneration as determined by the Board.

Certified True CopyFor Allied Herbals Limited

Rohit ChowdharyManaging Director

Date : 11/08/2015 DIN: 00026031Place : New Delhi BE-17, Shalimarbag, Delhi- 110052,

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NOTES:

1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself and the proxy need not be a member of the company.

2. Proxy form duly filled up and executed must be received at the Registered Office of the company not less than 48 hours before the time fixed for the meeting. Pursuant to Section 105 of the Companies Act, 2013, a person can act as a Proxy on behalf of not more than fifty members holding in aggregate, not more than ten percent of the total share Capital of Company may appoint a single person as Proxy, who shall not act as a Proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours before the commencement of the Meeting. A Proxy Form is annexed to this report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution/authority, as applicable.

3. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their email address either with the Company or Depository Participant(s). Members of the Company who have registered their email address are also entitled to receive such communication in physical form, upon request.

4. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to Members whose email address are registered with the Company or the Depository Participant(s), unless the Members have registered their request for the hard copy of the same. Physical copy of the Notice of AGM, Annual Report and Attendance Slip are being sent to those Members who have not registered their email address with the Company or Depository Participant(s). Members who have received the Notice of AGM, Annual Report and Attendance Slip in electronic mode are requested to print the Attendance Slip at the Registration Counter at the AGM.

st th5. The Register of Members and Share Transfer Books shall remain closed from 19 September, 2015 to 26 September, 2015 (both days inclusive).

6. Members desiring any further information on the business to be transacted at the meeting should write to the company at least 15 days before the date of the meeting so as to enable the management to keep the information, as far as possible, ready at the meeting.

7. Members are requested to notify the company their change of address, if any, to Registered Office of the Company.

8. Members are requested to bring their attendance slip and copy of the Annual Report with them at the Annual General Meeting.

9. All correspondence relating to shares may be addressed to the registered office of the company.

10. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No 14.

11. Members desiring any information/clarification on the Accounts are requested to write to the Company in advance at least seven (7) days before the meeting so as to keep the information ready at the time of Annual General Meeting.

12. As per provisions of the Companies Act, 2013 facility for making nominations is available to the shareholders in respect of the shares held by them. Nomination forms can be obtained from the Registered Office of the Company

13. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto

14. Information and other instructions relating to e-voting are as under:

a) Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, as amended and Clause 35B of the Listing Agreement, the Company is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means. The members may cast their votes using an electronic voting system from a place other than the venue of the Meeting ('remote e-voting').

The facility for voting through electronic voting system ('Insta Poll') shall be made available at the Meeting and the members attending the Meeting who have not cast their vote by remote e-voting shall be able to vote at the Meeting through 'Insta Poll'.


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b) The facility for voting through electronic voting system ('Insta Poll') shall be made available at the Meeting and the members attending the Meeting who have not cast their vote by remote e-voting shall be able to vote at the Meeting through 'Insta Poll'.

c) The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.

d) The Company shall also provide facility for voting through polling paper which shall be available at the meeting and members attending the meeting who have not already casted their vote by remote e-voting shall be able to exercise their right to vote at the meeting.

e) The Company is providing facility for voting by electronic means to its members to enable them to cast their votes through such voting. The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the Authorized Agency to provide remote e-voting facility (i.e. the facility of casting votes by a member by using an electronic voting system from a place other than the venue of a General Meeting).

f) The Board of Directors of the Company has appointed Mr. Ashok Kumar Verma, a Practicing Company Secretary, New Delhi as Scrutinizer to scrutinize the Insta Poll and remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose.

g) Remote e-voting facility will be available during the following period:

rd Commencement of remote e-voting 9.00 a.m. On 23 September 2015thEnd of remote e-voting 5.00 p.m. 25 September 2015

Please note that remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon expiry of aforesaid period.

thh) The cut-off date for the purpose of voting (including remote e-voting) is 19 September, 2015

i) The Scrutinizer, after scrutinising the votes cast at the meeting (Insta Poll) and through remote e-voting, will, not later than three days of conclusion of the Meeting, make a consolidated scrutinizer's report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer's report shall be placed on the website of the Company www.alliedherbals.in The results shall simultaneously be communicated to the Stock Exchanges.

The instructions for e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)]:

1) Open email and open PDF file viz; “Allied evoting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for e-voting. Please note that the password is an initial password.

2) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

3) Click on Shareholder - Login

4) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

5) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note down new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

6) Home page of e-voting opens. Click on e-Voting: Active Voting Cycles.

7) Select “EVEN” of Allied Herbals Limited .

8) Now you are ready for e-voting as Cast Vote page opens.

9) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

10) Upon confirmation, the message “Vote cast successfully” will be displayed.

11) Once you have voted on the resolution, you will not be allowed to modify your vote.

12) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with copy marked to [email protected]

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B. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of www.evoting.nsdl.com

C. If you are already registered with NSDL for e-voting then you can use your existing user ID and password/PIN for casting your vote.

D. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

E. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.alliedherbals.in, and on the website of NSDL within three days of passing of the resolutions at the AGM of the Company and communicated to the BOMBEY STOCK EXCHANGE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4:

Appointment of Mr. Rohit Chowdhary as Managing Director of the Company

Mr. Rohit Chowdhary was appointed as an Managing Director by the Board of Director in the Meeting Held on 28th day of May, 2015 in accordance with the provisions of Sections 203, 196, 197 read with Schedule -V and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder or any amendment or, modifications thereof and subject to consent of the shareholders. Mr. Rohit Chowdhary was originally appointed as Director in the Company. The Board feels that it is beneficial for the Company to entrust all the responsibility relating to the managing affairs of the Company so it was decided by the Board to change in designation of Mr. Rohit Chowdhary from Director to Managing Director of the Company.

1. Nature of their expertise in specific functional areas : In Buisness Management

2. Names of companies in which they hold directorships and memberships / chairmanships of Board Committees,:

1) ALLIED PERFUMERS PRIVATE LIMITED

2) SURYA VINAYAK INDUSTRIES LIMITED

3) SVIL MINES LIMITED

4) SURYA VINAYAK WELLNESS LIMITED

5) FLORIANA AIRLINES LIMITED

6) SURYA VINAYAK HOSPITALITIES PRIVATE LIMITED

7) ALLIED HERBALS LIMITED

3. Shareholding in the Company : NIL

4. Relationships with directors, Manager and other Key Managerial Personnel- Not Related

5. Age : 44 Years

6. Qualification: Post Graduate

7. Experience : More than 20 Years in Business Management

8. Terms and Condition of appointment: as specified in Appointment Letter

9. No of Meeting of the Board attended during the Year: 5(five )

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

The copies of the following documents are open for inspection at the registered office of the Company between 11.00 am and 1.00 pm on any working day except Saturdays and Sundays and company holidays:

a) Copy of the Board Resolution

b) Notice of the AGM with Explanatory

c. Memorandum and Articles of Association of the Company

d. Balance Sheet as on 31st March, 2015 along with Profit & Loss Account and Auditors' Report thereon of the Company.

The board of directors of company recommends passing of the resolution as Ordinary Resolution.

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Item No. 5:

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, Mr. Piyush Kumar Sharma (DIN: 07196416), who was appointed as a Non Executive Independent Additional Director and whose term expires at this Annual General Meeting, be and is hereby proposed to be appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for 5 (Five) consecutive years for a term up to the conclusion of this Annual General Meeting of the Company in the calendar year 2020.

Mr. Piyush Sharma not disqualified from being appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Directors.

The Company has also received declarations from Mr. Piyush Sharma that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

The Company has received a notice in writing from a member alongwith the deposit of Rs 1,00,000/- as amount stated under Section 160 of the Act proposing the candidature of Mr. Piyush Sharma for the office of Director of the Company.

In the opinion of the Board, Mr. Piyush Sharma fulfill the conditions for appointment as Independent Directors as specified in the Act and the Listing Agreement.

Brief resume of Mr. Piyush Sharma are as under:

1. Nature of their expertise in specific functional areas : Accounting and allied Laws

2. Shareholding in the Company: Nil

3. Relationships with directors, Manager and other Key Managerial Personnal- Not Related

4. Age :25 years

5. Qualification: Graduate

6. Experience : More than 5 Years in Accounting Field


8. No of Meeting of the Board attended during the Year: NIL

Copy of the draft letters for respective appointments of Mr. Piyush Sharma as Independent Directors setting out the terms and conditions are available for inspection by members at the Registered Office of the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

Item No. 6:

pursuant to the provisions of Sections 149, 152 read with Schedule- IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Ms. Shalini Agrawal (DIN: 06857822) who was appointed as a Non Executive Additional independent woman Director in the Board Meeting dated 28th day of May, 2015 and whose term expires at this Annual General Meeting, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for 5 (Five) consecutive years for a term up to the conclusion of this Annual General Meeting of the Company in the calendar year 2020

The Company has received a notice in writing from a member alongwith the deposit of Rs 1,00,000/- as amount stated under Section 160 of the Act proposing the candidature of Ms. Shalini Agarwal for the office of Director of the Company.

In the opinion of the Board of Directors, Ms. Shalini Agarwal proposed to be appointed, as a Women /Independent Director, fulfill the conditions specified in the Companies Act, 2013 and the Rules made hereunder and she is independent. A copy of the draft letter for the appointment of Ms. Shalini Agarwal as a Women / Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company's Registered Office during normal business hours on working days up to the date of the Annual General Meeting.

Brief resume of Ms. Shalini Agarwal are as under:

1. Nature of their expertise in specific functional areas : Accounting and allied Laws

2. Shareholding in the Company: Nil

3. Relationships with directors, Manager and other Key Managerial Personnel- Not Related

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4. Age :23

5. Qualification: Graduate and Company Secretary

6. Experience : More than 5 Years


8. No of Meeting of the Board attended during the Year: NIL

This Statement may also be regarded as a disclosure under Clause-49 of the Listing Agreement with the Stock Exchanges.

The copies of the following documents are open for inspection at the registered office of the Company between 11.00 am and 1.00 pm on any working day except Saturdays and Sundays and company holidays:

a) Copy of the Board Resolution

b) Notice of the AGM with Explanatory

c) Memorandum and Articles of Association of the Company

d) Balance Sheet as on 31st March, 2015 along with Profit & Loss Account and Auditors' Report thereon of the Company.

The Company with regard to their respective appointments, none of the other Directors / Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item no. – 6

The board of Directors of Company recommends passing of the resolution as Ordinary Resolution.

Item No. 7 :

As per the provisions of Section 204 of the Companies Act 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company being a Listed Company shall be subject to Secretarial Audit from Practicing Company Secretary.

The Board hereby recommends to re-appoint M/s A.K.Verma & Co., Company Secretaries, having experience of more than 19 years of Corporate Services in field of Corporate Laws as Secretarial Auditor of Company.

None of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

The Board commends the Ordinary Resolutions set out at Item No.8 of the Notice for approval by the shareholders.

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ALLIED HERBALS LIMITEDFormerly known as Rajdhani Leasing and Industries Limited

E-mail: [email protected] Contact: 011-49610000CIN: L65921DL1985PLC022476

ADMISSION SLIP

Members or their proxies are requested to present this form for admission, duly signed in accordance with their specimen signatures registered with the Company/Depositories. DP ID……..........................

DP ID …………………………………………………….

Client ID…………………………………………………

Folio No…………………………………………………

No. of Shares……………………………………………..

Name(s) in Full Father's/Husband's Name Address as Regd. with the Company

1.

2.

3.

I/We hereby record My/Our presence at the Twenty Ninth Annual General Meeting of the Company being held on 26th day of September, 2015 at 03.30 P.M. at Yuva Shakti Auditorium, Sector-3, Rohini, Delhi-110085.

Member Proxy

Member's/Proxy's Name in Block Letters Member's/Proxy's Signature

* Applicable for investors holding shares in physical form.

** Please strike out whichever is not Applicable

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Form No. MGT-11Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management and Administration) Rules, 2014]

CIN : L65921DL1985PLC022476

Name of the company : ALIED HERBALS LIMITED

Registered office : 4596/7, IIIrd Floor, 11 Mahaveer Niwas,Daryaganj, New Delhi-110002

Name of the member (s) :

Registered address :

E-mail Id:

Folio No/ Client Id :

DP ID :

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name : ...................................................

Address :

E-mail Id :

Signature :……………., or failing him

2. Name : ...................................................

Address :

E-mail Id :

Signature :……………., or failing him

3. Name : ...................................................

Address :

E-mail Id :

Signature :…………….

stas my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 29 Annual general meeting of the company, to be held on the 26th day of September, 2015 at 03.30 P.M. at Yuva Shakti Auditorium, Sector-3, Rohini, Delhi-110085 and at any adjournment thereof in respect of such resolutions as are indicated below :

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Affix Rs. 1/-

Revenue Stamp

Signed this…… day of……… 20…......

Signature of shareholder

Signature of Proxy holder(s)

Note: (1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the

Company, not less than 48 hours before the commencement of the Meeting.

(2) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

(3) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

(4) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Resolution No.

S.No. Resolutions For(Approved) Against(Rejected)

1. To consider the Audited Financial Statements along with the Auditor’s Report and the Directors’ Report

2. To appoint a Director in place of Sanjay Jain, (DIN 00026147) who retires by rotation and being eligible for re-appointment

3. To Appointment of Auditor in place of retiring Auditor and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), thefollowing resolution as an Ordinary Resolution

4.

To Appoint Mr. Rohit Chowdhary as Managing Director

5.

To regularization of Mr. Piyush Kumar Sharma as Independent Director of Company

6.

To regularization of Ms. Shalini Agrawal as Independent Woman Director of the Company

7.

Re-appointment of Secretarial Auditor

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DIRECTORS' REPORTTo,

The Member(S),thYour Directors have pleasure in presenting the 29 Annual Report together with the audited statement of accounts of the

Company for the financial year ended 31st March, 2015.

1. BACKGROUND

Allied herbals Limited is a Company Listed on Bombay Stock-Exchange. The company intends to carry on the business of personal care products and services but the Company does not have significant operations during the year . The company was formerly known as Rajdhani Leasing and Industries Limited.

2. FINANCIAL RESULTS

The performance of the company for the financial year ended March 31, 2014 is summarized below:st stITEM As on 31 March, 2015 As on 31 March, 2014

(in INR) (in INR)

Sales & other Income - -

Expenditure 3,54,761

Profit / Loss before depreciation and tax (354761)

Tax Nil Nil Nil

Profit / Loss after tax and depreciation (357,215)

3. PERFORMANCE REVIEW

During the year, the Company has not conducted any business. Company is a going concern despite of any business, administrative expenditure has been incurred which resulted into a loss of Rs. 357215.

4. LISTING INFORMATION:

The shares of the Company are listed on Bombay Stock Exchange. Further the shares are held in demat as well as in Physical forms.

5. DIVIDEND

Considering the present conditions of business, loss occurred and growth stage of Company during the year. The Board of Directors of the company is not in position to recommend any dividend for the Financial Year 2014-15.

6. CHANGE IN THE NATURE OF BUSINESS

There is no Changes in the Nature of Business of the Company during the Financial Year.

7. SHARE CAPITAL

The authorized Share Capital of the Company was Rs 2,00,00,000( Rupees Two Crore) and paid-up Equity Share Capital of the Company on March 31, 2015, was Rs. 1,57,00,000( Rupess One Crore Fifty Seven Lakh). There was no change in the Authorised or the Paid-up Capital/Subscribed Capital during FY 2014-15.

a) BUY BACK OF SECURITIES

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

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employee

189, 937

(189, 937)

(194, 652)

- 15 -

e) SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issue any Equity shares with Differential Rights.

8. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return pursuant to Section 92(3) is annexed in Form MGT-9 (Annexure -I)

9. NUMBER OF MEETING OF BOARD OF DIRECTORS

The Board of Directors duly met 5 (five) times dated 29/05/2014, 12/08/2014, 01/09/2014, 13/11/2014, 11/02/2015 during the year in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The time gap between two consecutive meetings of the Board did not exceed one hundred and twenty days.

10. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby states that:

I. In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit and Loss of the company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts on a Going Concern Basis.

V. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ;and

VI. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such system were adequate and operating effectively.

11. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review annexed to this Directors' Report, provides a more detailed review of the operating performance. Company. However this is the requirement of Clause 49 and clause 49 is not applicable to the Company w.e.f 01.10.2014.Company has made this disclosure on its discretion as annexed in (Annexure-II).

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply

13. DISCLOSURE OF AN INDEPENDENT DIRECTOR

Mr. Piyush Kumar Sharma and Ms. Shalini Agrawal, independent directors of the company have given the requisite declaration in the Board Meeting that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND THEIR COMPOSION :

There were changes in the Board of the company. Mr. Rohit Chowdhary was appointed as Managing Director for a thperiod of five year w.e.f. 28 day of May, 2015 , Mr. Atul Srivastava was appointed as Chief Financial Officer of the

thCompany w.e.f 28 day of May, 2015, and Mr. Ajay Kacher was appointed as Company Secretary of the Company thw.e.f 28 day of May, 2015 in pursuance of Section 203 of the Companies Act 2013 as Key Managerial Personnel.

Mr. Piyush Kumar Sharma and Ms. Shalini Agrawal was appointed as Independent director of the Company w.e.f. th28 day of May, 2015 as per Section 149 of the Companies Act 2013,


- 16 -


At present the composition of the board of directors are as follow :

BOARD OF DIRECTORS1. Mr. Rohit Chowdhary Managing Director

2. Mr. Sanjay Jain Director

3. Mr. Narender Kumar Gola Director

4. Mr. Sanjeev Agarwal Independent Director

5. Ms. Shalini Agrawal Independent Women Director

6. Mr. Piyush Kumar Sharma Independent Director

15. AUDIT COMMITTEE AND VIGIL MECHANISM

The company has an Audit Committee of the Board in accordance with the provision of Section 177 of the Companies Act, 2013. The Audit Committee comprises of the following Directors:

Name Executive/ non Executive Chairman / member

Mr.Piyush Kumar Sharma Non-Executive – Independent Chairman

Ms. ShaliniAgrawal Non-Executive – Independent Member Mr.Rohit Chowdhary (MD) Executive Director Member

VIGIL MECHANISMThe Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e–mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: www.alliedherbals.in16. POLICIES OF NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178(3) of the Companies Act, 2013the Nomination and Remuneration Committee constituted by the Board of Directors have laid down the following policies:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director: 2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management Other

Employees of the Company 3. Evaluation of performance of the members of the Board, Key Managerial PersonnelComposition Of Remuneration Committee

1. Mr. Piyush Kumar Sharma – (Non Executive-Independent ) Chairperson

2. Mr. Narender Kumar Gola Member

3.

Mr.

Rohit Chowdhary

Member

17. DEPOSITS

The company had neither invited nor accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 2014.

18. REMUNERATION OF DIRECTORS

The Company has not given Remuneration to any Director of the Company. So there is no requirement to give Disclosure under Section 197(12) of the Companies Act 2013.

19. LOANS, GUARANTEE AND INVESTMENT

The particulars of Loans given, Investments made and Guarantee given by company under Section 186 of Companies Act, 2013 is annexed as (Annexure-III ).

- 17 -


20. PARTICULARS OF RELATED PARTY TRANSACTION

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. Further, all the related party transactions in terms of the Provisions of Companies Act 2013 were entered in the ordinary course of business during the financial year and were also at arm’s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated person which may have a potential conflict with the interest of Company at large

21. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

22. RISK MANAGEMENT

During the year, your Directors have framed a Risk Management Policy and which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Audit Committee.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

23. CODE OF CONDUCT AND ETHICS

The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company’s business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one’s conduct in dealing with the Company, fellow directors and with the environment in which the Company operates. The code is available on the Company’s website.

24. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report

25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

26. CORPORATE GOVERNANCE

As per the circular issued by the SEBI vide circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 to all the stock Exchanges regarding Corporate Governance in Listed entities. The Clause 49 of the listing Agreement is applicable to the Companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 crore, as on the last day of the previous financial year. The Company is not Covered any of the Criterion mentioned above so it is not mandatory for the Company to Comply the Provisions of the Clause 49 of the Listing Agreement. In the preview of this Circular Company is not required to submit Corporate Governance Report. However Company will take adequate steps as and when necessary in compliance of Clause 49 on its discretion basis.

- 18 -


27. SUBSIDIARY COMPANIES

The Company has no Subsidiary Company during the FY 2014-2015 so Company is not required to give disclosure pursuant to Section 129(3) of the Companies Act, 2013 containing salient features of the financial statements of the subsidiaries/associate companies/joint ventures of the company.

CONSOLIDATED FINANCIAL STATEMENT

The Company has no subsidiary Company during the FY 2014-2015 so there is no requirement for Consolidation of Financial Statements as per Companies Act 2013 and Accounting Standards as applicable

28. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed M/s A.K Verma & Co, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15.Pursuant to Section 204(1) of the Companies Act, 2013.the Secretarial Audit Report for the financial year ended March 31, 2015 is annexed in Form MR-3(Annexure -IV).

29. AUDITORS

M/S Agarwal Kamal Kumar & Associates. Chartered Accountants, the Auditors of the company who hold office upto the conclusion of the ensuing AGM have shown their unwillingness to continue as Auditors of the company. In view of this the company needs to appoint another statutory auditors and, therefore, the Company has sent a proposal to M/s Bhuvi Kant & Associates, Chartered Accountant For appointing them as Auditors for the Financial Year ending March 31, 2016 and holds office upto the Conclusion of the Annual General Meeting held in 2020. Wherein M/s Bhuvi Kant & Associates, Chartered Accountant has confirmed their willingness and eligibility under the provision of the Companies Act, 2013 to be as statutory auditors of the Company, which is subject to shareholders' approval.

30. AUDIT REPORT

The Report of the Statutory Auditor and Secretarial Auditor of the Company has the Following Observation and in this regard the response of Management is also mentioned below.

OBSERVATIONS OF AUDITOR

MANAGEMENT RESPONSE 1.

The Company has not complied with the listing agreements of clause 47(a) in respect and section 203 of Company 2013 regarding appointment of the Company Secretary to act as Compliance Officer of the Company as defined in the listing Agreement with the Bombay Stock Exchange

The Company has Complied the Provision of clause 47(a) of listing agreement and section 203 of Company 2013 by appointing Mr. Ajay Kacher (Company Secretary) as KMP W.e.f. 28/05/2015

2.

The Company has not Complied the provisions of the Section 149 (1) of the Companies Act , 2013 and Rule 3 of the Companies ( appointment and

qualification of director) rules, 2014 in respect of appointment of woman director in the Company .

The Company has Complied the Provision of the section 149 (1) of the Companies Act , 2013 and Rule 3 of the Companies(appointment and qualification of director) rules, 2014 By Appointment of Ms Shalini Agrawal independent woman director in the board of the Company w.e.f. 28/05/2015

3.

The Company has not complied with the provisions of Section 203 of the Companies Act, 2013 and rule 8 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of appointment of KMP in the Company.

For Compliance of Section 203 of the Companies Act, 2013 and rule 8 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has Appointed following Persons as key managerial personnel in the board meeting held on 28-05-2015

Mr. Rohit Chowdhary –

(Managing Director)Mr.Atul Srivastava -( Chief Financial Officer)Mr. Ajay Kacher –

( Company Secretary )

4.

The Company has not complied with provision of section 177 of the Company act 2013 read with the Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 in respect of constitution of Audit Committee.

The Company Has Constituted and Re- Constituted Audit Committee in the board meeting held on 28-05-2015 as per following detail :

Name

Designation

Mr.Piyush Kumar Sharma

Non-Executive Independent (Chairman)

Ms.ShaliniAgrawal Non-Executive Independent

Mr.Rohit Chowdhary (MD) Executive Director

5. The Company has not complied with provision of section 149 of the Company Act, 2013 and rule 4 of the Companies (appointment and qualification of director) rules, 2014 in respect of appointment of independent director

The Company has Appointed following Person as Independent Director in the board meeting held on 28-05-2015 : Mr.Piyush Kumar SharmaMs.ShaliniAgrawal

6. The Company has not complied with provision of section 138 of the Company Act, 2013 and Companies ( Accounts) Rules 2014 in respect of appointment of internal auditor

Company Has Appointed to M/s. Ashish Kumar Shah & Co. Chartered Account as Internal auditor of the Company in the board meeting held on 28-05-2015.

- 19 -


31. FORMAL ANNUAL EVALUATION OF THE BOARD A statement indicating the performance of the Board and its committee and its individual directors is annexed as (Annexure V).

32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUNDCompany has not transfer any amount Transfer to Investor Education and Protection fund during the year.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURESIn terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employees has drawn remuneration in excess of the limits set out in the said rules.

34. INTERNAL CONTROL SYSTEM The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

35. GREEN INITIATIVE: During financial year , we started a sustainability initiative with the aim of going green and minimizing our impact on the environment, like the previous years, this year too, we are hosted Annual report on website of the company it is available on our website, www.rajdhanileasing.com.Electronic copies of the Annual Report 2014-15 and Notice of the 29th Annual General Metering are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of the 34th Annual General Meeting sent in the permitted mode. Members requiring physical copies can send a request to the Company.

36. GENERALYour Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

· Details relating to deposits covered under Chapter V of the Act.

· Issue of equity shares with differential rights as to dividend, voting or otherwise.

· Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

· Neither the Managing Director nor the Whole–time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

· No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.37. ACKNOWLEDGEMENT

The Board expresses their gratitude to its all stakeholder's i.e. members, customers, Government agencies and their departments, Bankers of the Company for their continued support and faith. The Director places on record their sincere appreciation to all the employees of the company for their contribution in the growth of the company.

Date :11/08/2015Place: Delhi

Rohit Chowdhary (Managing Director) DIN : 00026031 BE-17, Shalimarbag, Delhi,110051

For and on behalf of the BoardFor Allied Herbals Limited

Narender Kumar Gola(Executive Director)DIN : 03415206A-15,East Baldev Park, Delhi -110052

Note : Additional Disclosure Made by the Secretarial Auditor in his secretarial audit report is as under:

OBSERVATIONS OF AUDITOR MANAGEMENT RESPONSE There are dew disclosure required to be displayed on the website of the Company in Compliance of Companies Act 2013 and Clause 49 of the listing agreement as amended as on 15 th September 2014

Company is in the process to design the website of the Company.

- 20 -


Annexure Content

I. Annual Return Extracts in MGT- 9

II. Management Discussion and Analysis Report

III. Loans, Investment and Guarantee

IV. MR-3 Secretarial Audit Report

V. Annual Evaluation

ANNEXURE I

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014

I. REGISTRATION AND OTHER DETAILS:

i) CIN : L65921DL1985PLC022476 ii) Registration Date : 08th November,1985

iii) Name of the Company : Allied Herbals Limited

iv) Category / Sub-Category of the Company : Non Government Company

v) Address of the Registered office and contact details : 4596/7 IIIrd Floor, 11 Mahaveer

Niwas, Daryaganj,

New Delhi-110002

vi) Whether listed company : Yes -Bombay Stock Exchange

vii) Name, Address and Contact details of Registrar and

Transfer Agent, if any : Link Intime India Pvt. Lit.

44, Community Centre,

2nd Floor Naraina Industrial Area, Phase-1,

Near PVR Naraina, New Delhi -110028

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company :-

The Company does not have significant operations during the year and due to bad market conditions no business was carried. The Management is hopeful to carry on the new business of perfumery and personal care products from years to come.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S.

No.

NAME & ADDRESS OF

THE COMPANY

CIN/GLN HOLDING/

SUBSIDIARY//

ASSOCIATE

% of shares

held

Applicable

Section

THERE IS NO ANY HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

i) Category-wise Share Holding

- 21 -


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

STATEMENT SHOWING SHAREHOLDING PATTERN

Table (I)(a)

Category

code

Category of Shareholder

Number of Shareholders

Total number of shares

Number of shares held in dematerializedform

Total shareholding as a percentage of total number of shares

As a percentage of(A+B)1

percentage of (A+B+C)

(I) (II)

(III)

(IV)

(V)

(VI)

(VII)

(A) Shareholding of Promoter and Promoter Group2

1 Indian

(a) Individuals/ Hindu Undivided Family

NIL

NIL

NIL

NIL

(b) Central Government/ State Government(s) NIL NIL NIL NIL

(c) Bodies Corporate NIL NIL NIL NIL

(d) Financial Institutions/ Banks

NIL NIL NIL NIL

(e) Any Others(Specify) NIL NIL NIL NIL (e-i) i. Directors & their

Relatives

2

535658

535658

34.12

34.12

(e-ii)

Sub Total(A)(1) 2 535658 535658 34.12 34.122 Foreign

As a

NIL

NIL

NIL

NIL

NIL

Shares Pledged or otherwise encumbered

Number

of shares

As a

percentage

(VIII)(IX)= (VIII)/(IV)*100

NIL NIL

NIL NIL

NIL NIL

NILNIL

NIL NIL

NIL NIL

NIL NIL

A Individuals (Non-Residents Individuals/Foreign Individuals) NIL NIL NIL NIL NIL NA NA

B Bodies CorporateNIL NIL NIL NIL NIL NA NA

C Institutions

NIL

NIL

NIL

NIL

NIL

NA

NAD Qualified Foreign Investor

NIL

NIL

NIL

NIL

NIL

NA

NA

E Any Others(Specify)

e-i

NA

NA

NA

NA

NA

NA

NAe-ii

NA

NA

NA

NA

NA

NA

NA

Sub Total(A)(2)

0

0

0

0.00

0.00

0

#DIV/0!Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

2

535658

535658

34.12

34.12

0.00

0.00

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI

NIL

NIL

NIL

NIL

NIL

NA NA(b) Financial Institutions /

Banks

NIL

NIL

NIL

NIL

NIL

NA NA(c) Central Government/ State

Government(s)

NIL

NIL

NIL

NIL

NIL

NA NA(d) Venture Capital Funds

NIL

NIL

NIL

NIL

NIL

NA NA(e) Insurance Companies

NIL

NIL

NIL

NIL

NIL

NA NA(f) Foreign Institutional

Investors

NIL

NIL

NIL

NIL

NIL

NA NA(g) Foreign Venture Capital

Investors NIL NIL NIL NIL NIL NA NA(h)

Qualified Foreign Investor NIL NIL NIL NIL NIL NA NA(i) Any Other (specify)

(i-ii) NA

NA

NA

NA

NA

NA NA

(i-ii) NA

NA

NA

NA

NA

NA NA

Sub-Total (B)(1)

NIL

NIL

NIL

NIL

NIL

NA NA

B 2 Non-institutions

(a) Bodies Corporate 23 378656 378056 24.12 24.12 NA NA

(b) Individuals

I Individuals - i.

Individual shareholders holding nominal share capital up to Rs 1 lakh

684

151308

53008

9.64

9.64

0.00

0.00

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

7

427889

410489

27.25

27.25

0.00 0.00

(c) Qualified Foreign Investor NIL NIL NIL NIL NIL NA NA(d) Any Other (specify)

(d-i) HINDU UNDIVIDED FAMILY

6

76484

76484

4.87

4.87

0.00

0.00

(d-ii) CLEARING MEMBER

1 5

5 0.00

0.00 0.00 0.00

Sub-Total (B)(2) 721 1034342 918042 65.88 65.88 NIL NIL

(B)Total Public Shareholding (B)= (B)(1)+(B)(2)

721 1034342 918042 65.88 65.88 NIL NIL

TOTAL (A)+(B) 723 1570000 1453700 100.00 100.00 NIL NIL


- 22 -

GRAND TOTAL (A)+(B)+(C)

(C) Shares held by Custodians and against which Depository Receipts have been issued

1 Promoter and Promoter Group

NIL NIL NIL NA NA NA NA

2Public NIL NIL NIL NA NA NA NASub-Total (C )

723

1570000

1453700

100

100

NIL

NIL


- 23 -

S.No. Name of the Directors /

KMP(Designation)

At the beginning of

the year (i.e. 01.04.2014)

At the end of the year

(i.e 31.03.2015)

Cumulative

Shareholding during

the year

Increase

/Decrease in

Share holding

during the

year

Reasons (for

increase / decrease

(e.g. allotment /

transfer / bonus /

sweat Equity etc) No. of

Shares

% of total

Shares of

the company

No. of

Shares

% of total

Shares of

the company

No. of

shares

% of total

Sares of the

company

1 SANGEETA AGGARWAL 216000 13.76%

216000 13.76%

0 0 0 0

2 RAVINDER KUMAR

BATRA

70000

4.46%

70000

4.46%

0 0 0 0

3 CENTENARY SOFTWARE

PRIVATE LIMITED

64600 4.11%

64600 4.11%

0 0 0 0

4 BHARTI PROPERTIES

PRIVATE LIMITED

56800 3.62%

56800 3.62%

0 0 0 0

5 OURS TRADING AND

HOLDINGS PRIVATE

LIMITED

55600 3.54%

55600 3.54%

0 0 0 0

6 SHARK

COMMUNICATIONS

PRIVATE LIMITED

52912

3.37 52814 3.36%

0 0 98 (Decrease ) 0

7 FALGUNI KETAN SHAH 49400

3.15 52375 3.34%

0 0 2975 (Increase ) 0

8 KRISHNA INFOMEDIA

LIMITED

49330 3.14%

49330 3.14%

0 0 0 0

9 J A FINANCIAL AND MANAGEMENT CONSULTANTS PRIVATE LIMITED

48000 3.05% 48000 3.05% 0 0 0 0

10 MANJULA SHANTILAL VANIGOTA

45357 2.895 45357 2.895 0 0 0 0

(ii) Shareholding of Promoters

S.

No.

Shareholder’s

Name

Shareholding at the

beginning of the year

Share holding at the end of the

year

No. of

Shares

% of

total Shares

of the

Company

%of

Shares

Pledged/en

cumbered

to total

shares

No. of

Shares

% of

total Shares of

the

company

%of

Shares

Pledged/

encumbered to

total

shares

1.

Sanjay Jain

268500

17.10

Nil

268500

17.10

Nil

2.

Rajiv Jain

267158

17.02

Nil

267158

17.02

Nil

(iii) Change in Promoters’ Shareholding

S.No.

Particulars

Shareholding at the beginning

of the year

Cumulative Shareholding during the year

No. of

shares

% of total

shares

of the

company

No. of shares

% of totalshares of thecompany

At the beginning of the year

NA

NA

NA

NA

Date wise Increase / Decrease in Promoters

Shareholding during the year specifying the reasons

for increase / decrease (e.g. allotment /transfer /

bonus/ sweat equity etc.):

NA

NA

NA

NA

At the end of the year NA NA NA NA

%

change

in share

holding

during

the year

Nil

Nil

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): (v) Shareholding of Directors and Key Managerial Personnel:


- 24 -

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of

the

Companies Act

Brief

Description

Details of

Penalty /

Punishment/

Compounding

fees imposed

Authority

[RD / NCLT

/ COURT]

Appeal made, if

any

(give Details)

A. COMPANY

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT




VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is not working and it's not possible to pay any remuneration to Directors until it is in working position therefore there is no remuneration paid to Managing Director, Whole-time Directors and/or Manager:

Particular Secured Loans

excluding deposits

Unsecured Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the

financial year i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

NIL

1723425

NIL

Total (i+ii+iii)

NIL

NIL

NIL

NIL

Change in Indebtedness during the

financial year

·

Addition

·

Reduction

NIL

265000

NIL

Net Change

Indebtedness at the end of the financial

year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

NIL

1988425

NIL

Total (i+ii+iii)

265000

1988425

1723425

265000

1988425

1988425


- 25 -

ANNEXURE-II

THE MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENT

Allied Herbals Ltd. (Formerly known as Rajdhani Leasing and Industries Limited) , Incorporated in the year 1985, the Company has changed its name from Rajdhani Leasing and Industries Ltd. to Allied Herbals Ltd in 2012.

It is Operating in Pharmaceuticals and health care sector. the company has a total of paid up capital 1,570,000 .It is listed on the BSE with a BSE Code of 523030.

FINANCIAL & BUSINESS REVIEW

Allied Herbals Ltd is currently not working during the year. Due to limited resources, and unavoidable reason company is unable to operate in the last years but management of the Company is very hopeful to operate and hopeful to achieve standards of growth in the near future.

Management of the Company is very hopeful to bring higher operating efficiencies within the Company based on the understanding and strength of superior Knowledge of local market and efficient and Conservative approach.

FUTURE OUTLOOK

In the upcoming years Company will strive to be achieving high revenue by way of providing Pharmaceuticals and health care product and services in India focused on delivering superior customer experience through class leading services and good returns to the Company's shareholders at the same time maintaining the high levels of integrity.

ADEQUACY OF INTERNAL CONTROL

The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently.

The Company ensures adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines.

HR & INFRASTRUCTURE DEVELOPMENT

The Company has a team of able and experienced industry professionals and employees. During the year, the company further strengthened its IT infrastructure and systems to support its operations.

RESPONSIBILITY FOR THE MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Board of Directors have reviewed the Management Discussion and Analysis prepared by the Management, and the Independent Auditors have noted its contents. Statement in this report of the Company's objective, projections, estimates, exceptions, and predictions are forward looking statements subject to the applicable laws and regulations. The statements may be subjected to certain risks and uncertainties. Company's operations are affected by many external and internal factors which are beyond the control of the management. Thus the actual situation may differ from those expressed or implied. The Company assumes no responsibility in respect of forward looking statements that may be amended or modified in future on the basis of subsequent developments, information or events.

Thanking You,

For and on behalf of the Board

ALLIED HERBALS LIMITED

Rohit Chowdhary(Managing Director)Din: 00026031Add: BE-17, Shalimarbag, Delhi- 110052


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ANNEXURE III

LOANS, GUARANTEE, INVESTMENT

PARTICULARS 31.03.2015 31.03.2014 Unsecured,Consider Goods To Body corporates 17,750,000 17,750,000

Total 17,750,000 17,750,000

ANNEXURE IV

Form No. MR-3SECRETARIAL AUDIT REPORT

st For The Financial Year Ended 31 March, 2015[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To,The Members, Allied Herbals Limited(Formerly known as Rajdhani Leasing and Industries Limited)4596/7 IIIrd Floor, 11 Mahaveer Niwas,Daryaganj, New Delhi-110002

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices followed by Allied Herbals Limited (Formerly known as Rajdhani Leasing and Industries Limited) (hereinafter called the (“Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers during the conduct of Secretarial

stAudit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper board processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by (“the stCompany”) for the financial year ended on 31 March, 2015 according to the provisions of:

1. The Companies Act, 2013 read with its rules, notifications and circulars made there under.

2. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder

3. The Memorandum of Association and the Articles of Association of the company;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not applicable to the Company during the audit period);

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Securities and Exchange Board of India (share based employee benefits) Regulation 2014 (Not applicable to the Company during the audit period);


- 27 -

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the audit period);

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the audit period); and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the audit period);

We have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of India(Not notified hence not applicable to the Company during audit period).

II. The Listing Agreements entered into by the Company with Bombay Stock Exchange.

6. We further report that, having regard to the compliance system and mechanism formed and prevailed in the Company and representation made by its officers and management of the Company for the same and our examination of relevant documents/records in pursuant thereof on our test check basis, the Company has adequate system of compliances for the applicable laws.

During the period under review the Company has not complied with the applicable New provisions of Companies Act, 2013 read with rules for the followings :

1. The Company has not complied with the listing agreements of clause 47(a) in respect and section 203 of Company 2013 regarding appointment of the Company Secretary to act as Compliance Officer of the Company as defined in the listing Agreement with the Bombay Stock Exchange.

2. The Company has not Complied the provisions of the section 149 (1) of the Companies Act , 2013 and Rule 3 of the Companies ( appointment and qualification of director) rules, 2014 in respect of appointment of woman director in the Company .

3. The Company has not complied with the provisions of Section 203 of the Companies Act, 2013 and rule 8 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of appointment of KMP in the Company.

4. The Company has not complied with provision of section 177 of the Company act 2013 read with the Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 in respect of constitution of Audit Committee.

5. The Company has not complied with provision of section 149 of the Company Act, 2013 and rule 4 of the Companies (appointment and qualification of director) rules, 2014 in respect of appointment of independent director.

6. The Company has not complied with provision of section 138 of the Company Act, 2013 and Companies ( Accounts) Rules 2014 in respect of appointment of internal auditor

7. There are a few disclosures required to be displayed on the website of the Company in Compliance of Companies Act, 2013 and Clause 49 of the listing agreement as amended as on 15th September, 2014 However Company is in process to complied it yet

The Board of Directors of the Company is not constituted with proper balance of Directors, Women Director ,Independent Directors as per the provisions of Companies Act, 2013 and the rules made there under and the provisions of the Listing

stAgreement till 31 March, 2015 . However the company has taken effective steps to constitute with proper balance of board by appointing Directors, Women Director ,Independent Directors and Key managerial personnel (Managing Director) and appointment of Company Secretary , Chief Financial officer and Internal Auditor as as per the provisions of Companies Act, 2013 and listing agreement.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.


- 28 -

We further report that

There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, there were no instances of:

I. Public / Rights / Preferential issue of shares /debentures / sweat equity.

II. Redemption / buy-back of securities.

III. Merger / amalgamation / reconstruction etc.

IV. Foreign technical collaborations.

For A. K. VERMA & CO (Practicing Company Secretaries)

Sd/-ASHOK KUMAR VERMA

(SENIOR PARTNER) FCS:3945

CP NO: 2568

This Report is to be read with our letter of even date which is Annexed as (Annexure –A) and forms an integral part of this Report

'Annexure -A' To,The Members, Allied Herbals Limited4596/7 IIIrd Floor, 11 Mahaveer Niwas,Daryaganj, New Delhi-110002

Subject: Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For A. K. VERMA & CO.(Practicing Company Secretaries)

Sd/-ASHOK KUMAR VERMA

(SENIOR PARTNER) FCS: 3945

CP NO: 2568

Place: New Delhi Date: 11.08.2015

Place: New Delhi Date: 11.08.2015


- 29 -

'ANNEXURE - V'ANNUAL EVALUATION

The performance of the Board as a whole, of its committee, and of its members, shall be evaluated at the end of the year keeping in view the objectives of the Company.

It will be the responsibility of the Chairman who shall be supported by Company Secretary to organize the evaluation process and act on its outcome.

The results of the annual evaluation shall remain confidential between the Chairman, Directors concerned and the Company Secretary.

The evaluation process will be used constructively as a mechanism to improve board effectiveness, maximise strengths and tackle weaknesses.

Date :11/08/2015Place: Delhi

Rohit Chowdhary (Managing Director) DIN : 00026031 BE-17, Shalimarbag, Delhi,110051

For and on behalf of the BoardFor Allied Herbals Limited

Narender Kumar Gola(Executive Director)DIN : 03415206A-15,East Baldev Park, Delhi -110052

Route MAP

- 30 -

AUDITORS' REPORT

We have audited the accompanying financial statements of ALLIED HERBALS LIMITED (formerly known as stRajdhani Leasing & Industries Limited), which comprise the Balance Sheet as at 31 March 2015, and the

Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013(“ the Act”), with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting principles generally accepted in India, including Accounting Standards specified under Section 133 of the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

3. Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

4. Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

i. The company has not complied with the listing requirements of clause 47(a) in respect of the appointment of Company Secretary to act as Compliance Officer of the company as defined in the listing agreement with Bombay Stock Exchange.

ii. The company has not complied with provisions of section 149(1) of the Companies Act 2013 and the Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 in respect of appointment of women director in the company.

To,The Members,ALLIED HERBALS LIMITED(formerly known as Rajdhani Leasing & Industries Limited)

1. Report on the Financial Statements


iii. The company has not complied with the provisions of Section 203 of the Companies Act 2013 and Rule 8 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect appointment of key managerial personnel (CEO/MD/Manager, CS, WTD, CFO) in the company.

iv. The company has not complied with provisions of section 177 of the Companies Act 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 in respect of constitution of Audit committee.

v. The company has not complied with the provisions of section 149 of the Companies Act, 2013 and Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014 in respect of appointment of independent director.

vi. The company has not complied with the provisions of section 138 of the Companies Act 2013 and the Companies (Accounts) Rules, 2014 in respect of appointment of internal auditor.

Our opinion is not modified in respect of these matters.

5. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the

staccounting principles generally accepted in India, of the state of affairs of the company as at 31 March 2015 and its “Loss” and its cash flows for the year ended on that date.

6. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Companies Act 2013, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit ;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books ;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Act;

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 2(j) to the financial statements; and

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For AGARWAL KAMAL KUMAR & ASSOCIATESChartered Accountants

Sd/-ARUN GUPTA

(Partner)Place : New Delhi Membership No. 511816Date : 28.05.2015 Firm Regn No. 005931N

- 31 -


- 32 -


ANNEXURE TO THE AUDITORS' REPORTReg: ALLIED HERBALS LIMITED

(formerly known as Rajdhani Leasing & Industries Limited)(Referred to in Paragraph 6(1) of our report of even date)

1) In respect of its Fixed Assets:

(a) As per the explanation & information given to us, there are no fixed assets in the company; hence provisions of the Clause (i) of paragraph 3 of the order are not applicable to the company.

2) In respect of its inventories:

(a) As per the explanation & information given to us, there have been no any stock held by the company; hence provisions of the Clause (ii) of paragraph 3 of the order are not applicable to the company.

3) In respect of the loans, secured or unsecured, granted by the Company to companies, firm or other parties covered in the register maintained under section 189 of the Companies Act, 2013:

(a) As per the information and explanations provided to us, the company has not granted any unsecured loan to any party during the year which is covered in the register maintained under section 189 of the companies Act, 2013. Therefore, the provisions of the Clause (iii)(a), (iii)(b) of paragraph 3 of the order are not applicable to the company.

4) In our opinion and according to information and explanations provided to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to expenses incurred and income earned. The activities of the Company do not involve the purchase and sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal control system, except for the matter specified in the Para 4 “Emphasis on Matter” of our Main Audit Report.

5) According to information and explanations provided to us, the Company has not accepted any deposits from the public under Section 73 to 76 or any other relevant provision of the Companies Act, 2013 and the rules made there under during the year.

6) As per information and explanations given to us, Company is not in the business of manufacturing of any products and for the same the Central Government has not prescribed the maintenance of cost records under section 148 of the Companies Act, 2013. Therefore, the provisions of the Clause (vi) of paragraph 3 of the order are not applicable to the company.

7) In respect of statutory dues:

(a) According to the information and explanations given to us, the company is regular in depositing undisputed statutory dues including Provident Fund, Employee's State Insurance, Income Tax, Wealth Tax, Sales tax, Customs duty, Excise duty, service tax, Cess and any other statutory dues with the appropriate authorities. However, there has been an amount of Rs.10,000/- in respect of Tax Deduction at source at the end of the year which were outstanding for a period of more than six months from the date, these became payable by the company.

(b) In respect of disputed dues:

According to information and explanations provided to us, details of disputed Income Tax Dues of the Company are as follows: which were outstanding for a period of more than six months from the date, these became payable by the company.

A.Y. Nature of Dues Order Passed By Amount (Rs.) Disputed Authority

2007-08 Income Tax Penalty u/s 271(1)(c)

DCIT, Central Circle-9, New Delhi

85,349/- No Details available *

2009-10

Income Tax Demand

DCIT, Central Circle-9, New Delhi

1,24,01,610/-

Hon’ble ITAT, Delhi

dismissed the appeal vide order dated 27.04.2015 and as per management they are in

process of filing further appeal.

* Due to change of management during the previous financial years; the current status of the demand of Rs.85,349/- raised by way of penalty order u/s 271(1)(c) of the Income Tax Act,1961 is not available with the company.

- 33 -

(c) According to information and explanation given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8) As per the information and the explanations given to us, the company does not have accumulated losses at the end of the financial year for more than 50% of the net worth of the Company. The company has incurred cash losses during the financial year covered by the audit for Rs.3,57,215/- and in the immediately preceding financial year to the tune of Rs. 1,94,652/-.

9) Based on our audit procedures and according to information and explanations given to us, we are of the opinion that the Company has not taken any loans from any financial institutions, banks. Therefore, the provisions of the Clause (ix) of paragraph 3 of the order are not applicable to the company.

10) According to information and explanations provided to us, the company has not given any corporate guarantee for loan taken by others. Therefore, the provisions of the Clause (x) of paragraph 3 of the order are not applicable to the company.

11) According to the information and explanations given to us, the company has not raised any term loans from Banks and Financial institutions. Therefore, the provisions of the Clause (xi) of paragraph 3 of the order are not applicable to the company.

12) In our opinion and according to information and explanations given to us, no material fraud on or by the company has been noticed or reported during the year

For AGARWAL KAMAL KUMAR & ASSOCIATESChartered Accountants

Sd/-ARUN GUPTA

(Partner)Place : New Delhi Membership No. 511816Date : 28.05.2015 Firm Regn No. 005931N


AS AT

31st MARCH 2014

- 34 -

BALANCE SHEET AS AT 31ST MARCH 2015

NOTE

No.


AS AT

31st MARCH 2015

3 15,700,000 15,700,000

4 (54,027) 303,188

5 1,988,425 1,723,425

6 140,458 140,458

7 217,328 140,819

17,992,184 18,007,890

8 17,750,000 17,750,000

9 232,184 257,890

I. EQUITIES AND LIABILITIES

1) Shareholders' Funds:

a) Share Capital

b) Reserve & Surplus

2) Non-Current Liabilities

a) Long Term Borrowings

b) Other Non Current Liabilities

3) Current Liabilities

a) Other Current Liabilities

II. ASSETS

1) Non-Current Assets:

a) Long-Term Loans and Advances

2) Current Assets:

a) Cash and Cash Equivalents

b) Other Current Assets 10 10,000 -

17,992,184 18,007,890

FOR AGARWAL KAMAL KUMAR & ASSOCIATES For and on Behalf of the Board of DirectorsChartered Accountants

ARUN GUPTA(Partner)

Rohit Chowdhary Narender Kumar Gola (Director) (Director)

DIN NO. 00026031 DIN NO. 03415206Membership No. 511816Firm Regn. No. 005931N

Date : 28.05.2015Place : New Delhi

Summary of significant accounting policies and notes on accounts forming part of financial statements

1

Sd/- Sd/-Sd/-

Ajay Kacher

Company Secretary

Sd/-

- 35 -

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED ON 31st MARCH 2015

PARTICULARS NOTE

No. 31st MARCH 2015 31st MARCH 2014

FOR THE YEAR ENDED ON

I. Revenue From Operations

II. Other Income 10

III. Total Revenue (I + II)

IV. Expenses:

Employee benefits expense

Finance Costs 11

Other expenses 12

Total expenses

V. Profit Before Tax and Prior Period Adjustments (III - IV)

VI. Prior Period Adjustments

VII. Profit Before Tax (V - VI)

VIII. Tax Expense:

1) Current Tax

2) Deffered Tax

IX. Profit/ (Loss) for the period (VII - VIII)

X. Income Tax Adjusted for Earlier Years

XI. Profit/ (Loss) Carried to Reserve and Surplus

XII. Earnings per equity share:

1) Basic

2) Diluted



ARUN GUPTA(Partner)





1

Sd/- Sd/-Sd/-

Ajay Kacher

Company Secretary

Sd/-

- -

- -

-

-

-

-

618

2,622

354,143

187,315

354,761

189,937

(354,761) (189,937)

(2,454) (4,715)

(357,215) (194,652)

-

-

-

-

(357,215)

(194,652)

-

-

(357,215) (194,652)

(0.23) (0.12)

(0.23) (0.12)

- 36 -

CASH FLOW STATEMENT FOR THE YEAR ENDING 31st MARCH, 2015

Particulars For the year ended

31.03.2015 31.03.2014


ARUN GUPTA(Partner)





1

Sd/- Sd/-Sd/-

Ajay Kacher

Company Secretary

Sd/-


A) CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Interest, Tax and Extraordinary Items (354,761) (189,937)

(354,761) (189,937)

Adjustment for :Other Current Liabilities 76,509

15,187

Other Current Assets (10,000)

-

CASH GENERATED FROM OPERATIONS 66,509

15,187

Prior Period Adjustments (2,454)

(4,715)

NET CASH FROM OPERATING ACTIVITIES: (A) (290,706)

(179,465)

B) CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long Term Borrowing 265,000

(300,000)

NET CASH FROM FINANCING ACTIVITIES (B) 265,000

(300,000)

C) NET CASH FROM INVESTING ACTIVITIES

Proceed from Long term Loans & Advances -

-

NET CASH FROM INVESTING ACTIVITIES ('C) -

-

Net Increment/Decrement in cash and cash equivalents(A+B+C) (25,706)

(479,465)

CASH & CASH EQUIVALENTSOpening Balance 257,890

737,355

Closing Balance 232,184

257,890

OPERATING PROFIT BEFORE WORKING

CAPITAL CHANGES

For the year ended

- 37 -

SCHEDULE OF NOTES ON ACCOUNTS ANNEXED TO AND FORMING PART OF BALANCE SHEET AS AT st31 MARCH 2015 AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE

1) (i) Corporate Information

ALLIED HERBALS LIMITED (formerly known as Rajdhani Leasing & Industries Ltd.) is a BSE listed company thincorporated on 08 November, 1985 vide CIN- L65921DL1985PLC022476 with the Registrar of Companies, NCT of

Delhi & Haryana, under the provision of Companies Act, 1956. Main business activity of the company is yet to commence due to non- availability of suitable business plan.

1) (ii) SIGNIFICANT ACCOUNTING POLICIES

A. BASIS FOR PREPARATION OF ACCOUNTS:

a) The Company follows mercantile system of accounting and recognises income and expenditure on accrual basis.

b) Financial statements are based on historical cost. These costs are not adjusted to reflect the changing value in purchasing power of money.

c) Financial statements have been prepared on the basis of going concern concept and in consonance with generally accepted accounting principles.

The financial statements for the current year are prepared in accordance with the Generally Accepted Accounting Principles ('GAAP') in India; Accounting Standards as prescribed by the Companies (Accounting Standard) Rules, 2006 read with the provisions of Companies Act, 2013.

B. LOANS AND ADVANCES:

Loans and Advances are stated after writing off amounts considered as bad. Adequate provision (wherever necessary) is made for doubtful loans and advances.

C. RECOGNITION OF INCOME AND EXPENDITURE:

a) Income and expenditure are generally recognised and accounted on accrual basis. However, the expenses for which bills have not been received at the date of balance sheet have been accounted for on estimated basis.

b) Claims against the company that are not accepted but due to which receivables of the company is withheld, are accounted for in the year of raising the claims by parties.

D. EARNING PER SHARE:

Earning per share is calculated by dividing the earnings for the year attributable to equity share holders with the weighted average number of equity shares outstanding during the year. The earning considered in accounting the company's Earning per share (EPS) comprises the Net profit after tax and includes the Post Tax effects of any extraordinary items. The number of shares used in computing Basic EPS is the weighted average number of shares outstanding during the year. Diluted earnings per share are computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year, except where the results would be anti-dilutive.

E. CASH FLOW STATEMENT:

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of the non cash nature and deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated.

F. TAXES ON INCOME AND DEFERRED TAX:

Provision for current tax has been made in accordance with the provisions of Income Tax Act, 1961.

Deferred tax charge or credit is recognized on timing differences being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or subsequently enacted by balance sheet date. Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realised in the future. Deferred tax assets are reviewed as at each Balance Sheet date and written down or written-up to reflect the amount that is reasonably/virtually certain (as the case may be) to be realised.

G. CONTINGENT LIABILITIES:

The Company recognises a provision when there is a present obligation as a result of a past event and it is more likely than not that there will be an outflow of resources to settle such obligation and the amount of such obligation can be reliably


- 38 -

estimated. Provisions are determined on the basis of management's best estimate of the amount of obligation required at the year end. These are to be reviewed at each balance sheet date and to be adjusted to best estimates.

Contingent Liabilities are usually not provided for unless the future outcome may probably be materially detrimental to the Company.

2) NOTES ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2015

a) In the opinion of the board, the current assets, loans and Advances and other receivables are approximately of the value stated, if realised in the ordinary course of business.

b) Provision for all known liabilities is adequate and not in the excess of the amount considered reasonably necessary. However in case where actual bills are not received, the provision has been made on estimated basis.

c) Payments to AuditorsAs Auditors Rs. 28,090/- (Previous year Rs. 28,090/-)As Adviser Rs. Nil (Previous year Rs. Nil)

d) No any Sitting Fees for the current year as well as Previous year has been paid to the directors.

e) No provision has been made for gratuity for this year as the provisions of Gratuity are not applicable to this company, as no such employee employed during the year.

f) Balances in respect of Long Term Borrowings, Other Non Current Liabilities and Long term Loans and Advances are subject to confirmation, reconciliation and adjustments if any, which in the opinion of management will not be significant and would be carried out when settled.

g) i) The Small Scale Industrial Undertaking to whom amount outstanding for more than 30 days, are Nil.

ii) The company has not received any memorandum (as required to be filed by the suppliers with the notified authority under the Micro, Small and Medium enterprises Development Act, 2006) claming their status as micro, small and medium enterprises. Consequently the amount paid/payable to these parties during the year is Nil.


h) Earning Per Share:

For the year ended 31st March 2015 31st March 2014

i) Weighted average number of equity shares of Rs. 10 each

Number of shares at the beginning of the year

15,70,000

15,70,000

Number of shares at the end of the year

15,70,000

15,70,000

Weighted average number of outstanding equity shares

15,70,000

15,70,000

ii) Net Profit/(Loss)

after tax available for Equity Shareholders as per Profit and Loss Account (Rs.)

(3,57,215)

(1,94,652)

iii) Basic and Dilutive Earning Per Share (EPS) (Rs.)

(0.23)

(0.12)

iv) Face value Per Equity Share (Rs.)

10

10

i)

Related Party Disclosures:

)i List of related parties with whom transactions have taken place and relationship:

S.

No.

Name of Related Party

Relationship

1.

2.

Shri Sanjay Jain

Shri Rajiv Jain

Key Management Personnel

and their relatives

- 39 -


* Due to change of management during the previous financial years; the current status of the demand of Rs.85,349/- raised by way of penalty order u/s 271(1)(c) of the Income Tax Act,1961 is not available with the company. h) Previous year's figures have been regrouped/ re-arranged wherever necessary to confirm to the current year's

groupings/classifications.

i) During the year, there has not been any timing difference that originates in one period and capable of reversal in one or more subsequent period, therefore no any Deferred Tax Assets/ Liabilities has been recognised in the financial statements of the company.

ii) Transactions during the year with related parties: n Lacs)(Rs.i

Note: Figures in bracket represents the previous year’s amount

Sl. No. Nature of Transactions Key Management Personnel Total

A) Loan Taken 2.65

(1196.60)

2.65

(1196.60)

B) Repayment of Loan Taken NIL

(1199.60)

NIL

(1199.60)

C) Loan/ Advances Given NIL

(537.75)

NIL

(537.75)

D) Loan/ Advances given received back

NIL

(537.75)

NIL

(537.75)

j) Contingent Liabilities: Claims against the company not acknowledged as debts: Company has following disputed dues of income tax which has not been acknowledged by the company as its liability in its financial Statements:

A.Y. Nature of Dues Order Passed By Amount (Rs.) Disputed Authority 2007-08 Income Tax

Penalty u/s 271(1)(c)

Dy. Commissioner of Income Tax, Central Circle-9, New Delhi

85,349/- No Details available *

2009-10 Income Tax Demand

Dy. Commissioner of Income Tax, Central Circle-9, New Delhi

1,24,01,610/- Hon’ble ITAT, Delhi dismissed the appeal vide order dated

27.04.2015 and as per management they are in process

of filing further appeal.

- 40 -

3 (a) DETAILS OF SHARE CAPITAL

PARTICULARS 31.03.2015 31.03.2014

AUTHORISED

2000000 Equity Shares of Rs. 10/- each 20,000,000.00 20,000,000.00

(P.Y 2000000 Equity Shares of Rs. 10/- each)

20,000,000.00 20,000,000.00

Issued, Subscribed a nd Paid up:

1600000 equity Shares @ Rs 10/- each 16,000,000.00 16,000,000.00

101,255.00 101,255.00

Less: 30000 Equity Shares Forfieted 198,745.00 198,745.00

TOTAL 15,700,000.00 15,700,000.00

Less: Allotment money in Arrears in respect of

30000 Equity Shares

3 (b) RECONCILIATION OF SHARES OUTSTANDING

PARTICULARS Equity Shares

31.03.2015 No. of Shares No. of SharesEquity Shares

31.03.2014

3 (c) SHAREHOLDING MORE THAN 5%

% of Holding No. of Shares held

SANJAY JAIN 17.10% 268500

RAJIV JAIN 17.02% 267158

SANGEETA AGARWAL 13.75% 216000

Name of Shareholder31.03.2015

% of Holding

17.10%

17.02%

268500

267158

No. of Shares held

31.03.2014

3 (d) TERMS/RIGHTS ATTACHED TO EQUITY SHARES

The company has only one class of equity shares having a par value of Rs.10/- per share. Each holder of equity shares is entitled to one vote per share. If the company declares and pays dividends then it will be in Indian rupees. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Share outstanding at beginning of Year 15,700,000

1570000 15,700,000

Bonus Shares issued during the uear - - -

Shares Converted into Equity - - -

Shares Outstanding at the end of the year 15,700,000

1570000

-

-

1570000

1570000 15,700,000

13.75% 216000


- 41 -

4) RESERVE & SURPLUS

PARTICULARS 31.03.2015 31.03.2014

CAPITAL RESERVE:

Opening Balance

Add : Transfer during the year

Closing Balance

GENERAL RESERVE:

Opening Balance


Closing Balance

STATUTORY RESERVE:

Opening Balance


Closing Balance

GRAND TOTAL

5) LONG TERM BORROWINGS

Loans & Advances from Related Parties:

Sanjay Jain

(Director, Unsecured)

Rajiv Jain

(Director, Unsecured)

Loans & Advances from Others:

R K Batra

(Unsecured)

Total

6) OTHER NON CURRENT LIABILITIES

PARTICULARS 31.03.2015 31.03.2014

PARTICULARS 31.03.2015 31.03.2014

B. Agarwal & Co. 38,811 38,811

Sh. D. N. Chaturvedi 18,436 18,436

R K Batra (Other) 83,211 83,211

Total 140,458 140,458


198,745

-

198,745

(42,630)

(194,652)

(237,282)

341,725

-

341,725

303,188

-

1,365,000

358,425

1,723,425

198,745

-

198,745

(237,282)

(357,215)

(594,497)

341,725

-

341,725

(54,027)

265,000

1,365,000

358,425

1,988,425

OTHERS

TDS Payable

Agarwal Kamal Kumar & Associates

Ramo Ad Creation

Link Intime India Pvt. Ltd

Expenses Payble

Total

- 42 -

7) OTHER CURRENT LIAB ILITIES

PARTICULARS 31.03.2015 31.03.2014

8) LONG TERM LOANS & ADVANCES

PARTICULARS 31.03.2015 31.03.2014

Unsecured, Considered Good

To Bodies Corporate 17,750,000.00

17,750,000.00

9) CASH & CASH EQUIVALENTS

PARTICULARS 31.03.2015 31.03.2014

10) OTHER CURRENT ASSETS

PARTICULARS 31.03.2015 31.03.2014

Cash and Bank Balances:

Cash in Hand

(As taken and certified by the management)

Bank Balances

Total

17,750,000.00

17,750,000.00


172,975

84,915

257,890

13,609

3,924

139,420

111,330

21,125

-

2,009

-

41,165

25,565

217,328 140,819

Total

165,361

66,823

232,184

Bombay Stock Exchange Ltd. (TDS) 10,000 -

Total 10,000 -

13) Notes on accounts from ‘1’ to ‘13’ form an integral part of Balance Sheet and Statement of Profit & Loss.

- 43 -

11) FINANCE COSTS

PARTICULARS 31.03.2015 31.03.2014


Bank Charges 618 2,622

Total 618 2,622


ARUN GUPTA(Partner)




Sd/- Sd/-Sd/-

Ajay Kacher

Company Secretary

Sd/-

12) OTHER EXPENSES

Advertisement & Publicity 65,054

Fee and Subscriptions 155,564

Legal & Professional Charges 38,846

Miscellaneous Expenses 66,589

Payment to Auditor 28,090

Total 354,143

PARTICULARS 31.03.2015 31.03.2014

74,232

33,336

39,249

12,408

28,090

187,315

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Regd. Off.: 4596/7, IIIrd Floor, 11 Mahaveer Niwas, Daryaganj, New Delhi-110002

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ALLIED HERBALS LIMITED (Formerly known as RAJDHANI LEASING AND INDUSTRIES LIMITED)

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