CORPORATE INFORMATION

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3 CORPORATE INFORMATION BOARD OF DIRECTORS Mr. B. M. Lakshmeesh Mr. K. N. Desai Mr. R. K. Puri Mr. S. Bha acharya Mr. S. Kar Ms. S. Chakrabor Mr. S. Das Non-Execu ve Director Non-Execu ve Director Non-Execu ve Director Non-Execu ve Director Non-Execu ve Director Non-Execu ve Independent Director Non-Execu ve Independent Director KEY MANAGERIAL PERSONNEL Mr. D. Nandi Manager Mr. V. Sharma Chief Financial Officer Ms. V. Agarwala Company Secretary REGISTERED OFFICE 4, Dr. Rajendra Prasad Sarani Kolkata Phone : (033) Fax : (033) vijaya.rydak@gmail.com, rydak@vsnl.net CIN : L65993WB1900PLC BANKER State Bank of India Allahabad Bank STATUTORY AUDITORS Ford Rhodes Parks & Co. LLP Chartered Accountants No.238, 2nd Floor, Karnani Mansion 25A, Park Street, Kolkata REGISTRAR AND SHARE TRANSFER AGENTS Niche Technologies Pvt. Ltd. D-511, 5th Floor, Bagree Market 71, B.R.B. Basu Road, Kolkata Phone: (033) /7271 Fax: (033) nichetechpl@nichetechpl.com Contents No ce 02 Directors Report 15 Independent Auditor s Report 42 Balance Sheet 48 Statement of Profit & Loss 49 Cash Flow Statement 50 Notes to Financial Statements 51 Consolidated Accounts 65

4 Notice Statutory Report No ce is hereby given that the 119th (Hundred and Nineteenth) Annual General Mee ng ( AGM ) of the Members of Rydak Syndicate Limited will be held on Thursday, July 27, 2017 at 12:00 Noon at the Sitaram Seksaria Auditorium, Bhar ya Bhasha Parishad, 36A Shakespeare Sarani, Kolkata to transact the following business: ORDINARY BUSINESS: 1. Adop on of Financial Statements To receive, consider and adopt the Audited Financial Statements (including the Audited Consolidated Financial Statements) of the Company for the financial year ended March 31, 2017 and the Reports of the Board of Directors and the Auditors thereon. 2. Declara on of Dividend To declare dividend on Equity Shares for the year ended March 31, Appointment of Director To elect a Director in place of Mr. Saradindu Bha acharya (DIN: ) who re res by rota on and being eligible, offers himself for reappointment. 4. Appointment of Statutory Auditors To appoint Statutory Auditor of the Company in place of the exis ng auditor and to fix their remunera on, and in this regard, consider and if thought fit, to pass with or without modifica on(s), the following resolu on as an Ordinary Resolu on: RESOLVED THAT, pursuant to the provision of Sec ons 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommenda ons of the Audit Commi ee, M/s. M C Das & Co., Chartered Accountants (Firm Registra on No E), be and are hereby appointed as Statutory Auditors of the Company, in place of the exis ng Auditors Ford Rhodes Parks & Co. LLP, Chartered Accountants (Firm Registra on No.: W/W100089), who shall office from the conclusion of this Annual General Mee ng ll the conclusion of the fi h consecu ve Annual General Mee ng of the Company (subject to ra fica on of the appointment by the members at every Annual General Mee ng held a er this Annual General Mee ng) and that the Board of Directors be and is hereby authorized to fix such remunera on as may be recommended by the Audit Commi ee in consulta on with the Auditors, in addi on to reimbursement of all out-of-pocket expenses as may be incurred in connec on with the audit of the accounts of the Company. SPECIAL BUSINESS 5. Appointment of Mr. Kiran Nanoo Desai as a Non-Execu ve Director of the Company To consider and, if thought fit, to pass, with or without modifica on(s) the following resolu on as an Ordinary Resolu on:- RESOLVED THAT, pursuant to the provisions of Sec ons 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 ( Act )and the Companies (Appointment and Qualifica on of Directors) Rules, 2014 (including any statutory modifica ons(s) or re-enactment thereof for the me being in force) read with Schedule V to the Act, Mr. Kiran Nanoo Desai (DIN: ), who was appointed as an Addi onal Director of the Company with effect from May 25, 2017, by the Board of Directors on the recommenda on of the Nomina on and Remunera on Commi ee in 2 Rydak Syndicate Limited

5 No ce Directors' Report Annexure to the Directors' Report Management Discussion Analysis Notice (Contd.) terms of Sec on 161(1) of the Act and who holds office up to the date of this Annual General Mee ng and in respect of whom the Company has received a no ce in wri ng under Sec on 160(1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Non-Execu ve Director of the Company with effect from May 25, 2017 and whose office shall be liable to re re by rota on. 6. Appointment of Mr. S. Kar as a Non-Execu ve Director of the Company To consider and, if thought fit, to pass, with or without modifica on(s) the following resolu on as an Ordinary Resolu on:- RESOLVED THAT, pursuant to the provisions of Sec ons 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 ( Act ) and the Companies (Appointment and Qualifica on of Directors) Rules, 2014 (including any statutory modifica ons(s) or re-enactment thereof for the me being in force) read with Schedule V to the Act, Mr. S. Kar (DIN: ), who was appointed as an Addi onal Director of the Company with effect from May 25, 2017, by the Board of Directors on the recommenda on of the Nomina on and Remunera on Commi ee in terms of Sec on 161(1) of the Act and who holds office up to the date of this Annual General Mee ng and in respect of whom the Company has received a no ce in wri ng under Sec on 160(1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Non- Execu ve Director of the Company with effect from May 25, 2017 and whose office shall be liable to re re by rota on. Registered Office: By Order of the Board of Directors 4, Dr. Rajendra Prasad Sarani, For Rydak Syndicate Limited Kolkata CIN: L65993WB1900PLC Tel: (033) Fax: (033) vijaya.rydak@gmail.com/rydak@vsnl.net Web: V. Agarwala Date: May 25, 2017 Company Secretary Annual Report

6 Statutory Report Notice (Contd.) NOTES: 1. Explanatory Statement The rela ve Explanatory Statement pursuant to Sec on 102 of the Companies Act, 2013, se ng out the material facts concerning Item Nos. 4, 5 and 6 is annexed hereto and forms part of the No ce. Informa on under Regula on 36 (3) of the Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015 rela ng to the Director proposed to be reappointed is provided in Annexure to this No ce. 2. Proxies A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING ) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PURSUANT TO THE PROVISIONS OF SECTION 105 OF THE COMPANIES ACT, 2013 AND RULES FRAMED THEREUNDER A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING 50 (FIFTY) AND HOLDING IN THE AGGREGATE NOT MORE THAN 10 (TEN) PER CENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. HOWEVER, A MEMBER HOLDING MORE THAN 10 (TEN) PER CENT 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 PROXY FOR ANY OTHER MEMBER. The Instrument appoin ng the Proxy, in order to be valid and effec ve, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 (forty-eight) hours before the commencement of the Mee ng. Proxies submi ed on behalf of companies, socie es etc. must be supported by an appropriate resolu on / authority, as applicable. In case of joint holders a ending the Mee ng, only such joint holder who is higher in the order of names will be en tled to vote. 3. Communica on Electronic copy of the No ce of the Annual General Mee ng ( AGM ) along with the Annual Report of the Company inter alia indica ng the process and manner of e-vo ng along with A endance Slip and Proxy Form is being sent to all the Members whose IDs are registered with the Company s Registrar and Share Transfer Agents / Depository Par cipants for communica on purposes unless any Member has requested for a hard copy of the same. For Members who have not registered their IDs, physical copies of the No ce of the AGM of the Company inter alia indica ng the process and manner of e-vo ng along with A endance Slip and Proxy Form is being sent through permi ed mode. Members may also note that the No ce of the 119th Annual General Mee ng and the Annual Report for will also be available on the Company s website for their download. For any communica on, the shareholders may also send requests to the Company s investor id: vijaya.rydak@gmail.com. 4. Registrar & Share Transfer Agents and Depository Par cipant Niche Technologies Pvt. Ltd. is the Registrar and Share Transfer Agent (RTA) of the Company. All investor related communica on may be addressed to the following address: Niche Technologies Pvt. Ltd. D-511 Bagree Market 5th Floor 71, B.R.B. Basu Road Kolkata Phone No. : /71; Telefax: nichetechpl@nichetechpl.com 4 Rydak Syndicate Limited

7 No ce Directors' Report Annexure to the Directors' Report Management Discussion Analysis Notice (Contd.) Members holding Shares in physical mode are requested to in mate changes in their address to Niche Technologies Pvt. Ltd. Members holding shares in electronic mode are requested to send the in ma on for change of address to their respec ve Depository Par cipants. Any such changes effected by the Depository Par cipants will automa cally reflect in the Company s subsequent records. 5. Nomina on Facility Members holding shares in physical form and desirous of making / changing Nomina on in respect of their shareholdings in the Company, as permi ed under Sec on 72 of the Companies Act, 2013 and Rules made thereunder, are requested to submit an applica on for this purpose to the Company s Registrar and Share Transfer Agents ( RTA ), Niche Technologies Pvt. Ltd., who will provide the form on request. In respect of shares held in electronic / demat form, the Members may please contact their respec ve depository par cipant. 6. Book Closure Pursuant to the provisions of Sec on 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books of the Company will remain closed from Friday, July 21, 2017 to Thursday, July 27, 2017 (both days inclusive) for the purpose of electronic credit / dispatch of dividend. 7. Dividend Subject to the provisions of Sec on 123 of the Companies Act, 2013, dividend on Equity Shares for the year ended March 31, 2017 as recommended by the Board, if sanc oned at the Mee ng, will be electronically credited / dispatched within a period of 30 days from the date of declara on, to those members whose name appear on the Register of Members as on July 20, Members who are holding shares in electronic form may note that bank par culars registered with their respec ve Depository Par cipants will be used by the Company for electronic credit / despatch of dividend. The Company or its Registrar and Share Transfer Agents cannot act on any request received directly from the Members holding Shares in electronic form for any change of bank par culars or bank mandates. 8. Unclaimed Dividend Members wishing to claim dividends, which remain unclaimed, are requested to correspond with the Share Department of the Company, at the Company s registered office. Members are requested to note that dividends not claimed within seven years from the date of transfer to the Company s Unpaid Dividend Account, will, as per Sec on 124 of the Companies Act, 2013 be transferred to the Investors Educa on and Protec on Fund. Further, the details of dividend unclaimed by the Members for the past years which have not yet been transferred to the Central Government are readily available for view by the Members on the website of the Company at 9. Go Green Ini a ve The Company is sending No ces for General Mee ngs, Financial Statements, etc. through to members whose IDs are registered with the Company. While going through the Register of Members, it is no ced that there are Members who have not registered their IDs with the Company. In compliance with provisions of Rule 18 of the Companies (Management and Administra on) Rules, 2014 and applicable provisions of the Companies Act, 2013, Members holding shares in physical form are requested to register their IDs with the Company s Registrar and Share Transfer Agents i.e. Niche Technologies Pvt. Ltd. and Members holding shares in electronic / demat mode are requested to register their IDs with their respec ve Depository Par cipants. Members are requested to carry their copies of the Annual Report to the Mee ng. Annual Report

8 Statutory Report Notice (Contd.) 10. Dematerialisa on of Shareholding Members are requested to dematerialise their shareholding to avoid inconvenience. Members whose shares are in electronic mode are requested to inform change of address and updates of bank account(s) to their respec ve Depository Par cipants. Members are encouraged to use the Na onal Electronic Clearing Services (NECS) for receiving dividends. 11. Bank Account Details Regula on 12 and Schedule-I of the SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula on, 2015, requires all Companies to use the facili es of electronic cleaning services for payment of dividend. You are requested to submit your Bank Details along with an original cancelled cheque or a xerox copy of the cheque to our Registrar, M/s Niche Technologies Pvt. Ltd. to enable them to update our records, in case you hold shares in physical form and to your Depository Par cipants in respect of shares held by you in demateralised form. 12. Mandatory PAN Submission The Securi es and Exchange Board of India ( SEBI) has mandated the submission of Permanent Account Number ( PAN ) by every par cipant in securi es market. Members holding Shares in electronic form are therefore requested to submit the PAN details to their Depository Par cipants with whom they are maintaining their demat accounts. Members holding Shares in physical form can submit their PAN details to the Company s Registrar and Share Transfer Agents, Niche Technologies Private Limited. 13. Associate Company s Accounts: In accordance with the provisions of Sec on 136 of the Companies Act, 2013, the Company will provide a copy of separate audited financial statements in respect of each of its associate, to any shareholder of the Company on making requisi on to the Company Secretary at the registered office of the Company or at vijaya.rydak@gmail.com. A Statement containing the salient features of the financial statement of associate(s) forms part of the Annual Report of the Company. The audited financial statements will also be available for inspec on at the Registered Office of the Company and the concerned associate company during business hours on all working days, except Saturdays, Sundays and public holidays, between a.m. and 1.00 p.m. upto the date of the Annual General Mee ng. Further, the documents shall also be available on the website of the Company Inspec on by Members All Statutory Registers and relevant documents referred to in the No ce and the Explanatory Statement shall be available for inspec on by the Members at the Registered Office of the Company on all working days, except Saturdays, Sundays and public holidays, during working hours upto the date of the Annual General Mee ng. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Sec on 170 of Companies Act, 2013 and the Register of Contracts or arrangements in which Directors are interested maintained under Sec on 189 of the Companies Act, 2013 will be available for inspec on by the Members at the Annual General Mee ng. 15. Vo ng through electronic means (E-vo ng) Pursuant to the provisions of Sec on 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administra on) Rules, 2014 as amended by the Companies (Management and Administra on) Amendment Rules, 2015 and Regula on 44 of the SEBI (Lis ng Obliga ons and 6 Rydak Syndicate Limited

9 No ce Directors' Report Annexure to the Directors' Report Management Discussion Analysis Notice (Contd.) Disclosures Requirements) Regula ons, 2015, the Company is pleased to provide members facility to exercise their right to vote by electronic means. As an alterna ve to vote physically at the AGM, the business may be transacted through e-vo ng Services provided by Central Depository Services (India) Limited (CDSL). Similarly, members op ng to vote physically can do the same by remaining present at the Mee ng and should not exercise the op on for e-vo ng. However, in case Members cast their vote exercising both the op ons, i.e. physically and e-vo ng, then votes casted through e-vo ng shall only be taken into considera on and treated valid whereas votes casted physically at the mee ng shall be treated as invalid. Members are requested to follow the instruc on below to cast their vote through e-vo ng. 1. The instruc ons for shareholders vo ng electronically are as under: i. The remote e-vo ng period begins on Monday, July 24, 2017 (9:00 a.m. IST) and ends on Wednesday, July 26, 2017 (inclusive of both days) (5:00 p.m. IST). During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of July 20, 2017, may cast their vote electronically. The e-vo ng module shall be disabled by CDSL for vo ng therea er. ii. The shareholders should log on to the e-vo ng website ngindia.com during the vo ng period. iii. Click on Shareholders tab. iv. Now enter your User Id: a. For CDSL: 16 digits beneficiary ID; b. For NSDL: 8 character DP ID followed by 8 Digits Client ID; c. Members holding shares in Physical Form should enter Folio Number registered with the Company, excluding the special characters. v. Next enter the Image Verifica on as displayed and Click on Login. vi. If you are holding shares in Demat form and had logged on to ngindia.com and voted on an earlier vo ng of any company, then your exis ng password is to be used. vii. If you are a first me user follow the steps given below: Permanent Account Number Date of Birth Dividend Bank Details For Member holding shares in Demat Form and Physical Form Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Par cipant are requested to use the first two le ers of their name and the 8 digits of the sequence number in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0 s before the number a er the first two characters of the name in CAPITAL le ers. Example- If your name is Ramesh Kumar with sequence number 1 then enter RA in the PAN field. Enter the Date of Birth as recorded in your demat account with the depository or in the Company records for your folio in dd/mm/yyyy format. Enter the Bank Account Number as recorded in your demat account with the depository or in the Company records for your folio. Please enter the DOB or Bank Account Number in order to login. If both the details are not recorded with the depository or company then please enter the member-id / folio number in the Bank Account Number details field as men oned in above instruc on. Annual Report

10 Statutory Report Notice (Contd.) viii. A er entering these details appropriately, click on SUBMIT tab. ix. Members holding shares in physical form will then directly reach the Company selec on screen. However, members holding shares in demat form will now reach Password Crea on menu wherein they are required to mandatory enter their login password in the new password field. Kindly note that this password is to be used by the demat holders for vo ng for resolu ons of any other company on which they are eligible to vote, provided that company opts for e-vo ng through CDSL pla orm. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden al. x. For Members holding shares in physical form, the details can be used only for e-vo ng on the resolu ons contained in this No ce. xi. Click on the EVSN for the relevant Company name i.e., RYDAK SYNDICATE LIMITED on which you choose to vote. xii. On the vo ng page, you will see RESOLUTION DESCRIPTION and against the same the op on YES/NO for vo ng. Select the op on YES/NO as desired. The op on YES implies that you assent to the Resolu on and op on NO implies that you dissent to the Resolu on. xiii. Click on the RESOLUTION FILE LINK if you wish to view the en re Resolu on details. xiv. A er selec ng the resolu on you have decided to vote on, click on SUBMIT. A confirma on box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. xv. Once you CONFIRM your vote on the resolu on, you will not be allowed to modify your vote. xvi. You can also take out print of the vo ng done by you by clicking on Click here to print op on on the Vo ng page. xvii. If Demat account holder has forgo en the same password then enter the User ID and the Image Verifica on Code and click on Forgot Password & enter the details as prompted by the system. xviii. Notes for Ins tu onal Shareholders: Ins tu onal shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to h ps:// ngindia.com and register themselves as Corporates. A scanned copy of the Registra on Form bearing the stamp & signed of the en ty should be ed to helpdesk.evo ng@cdslindia.com. A er receiving the login details they have to create a compliance user using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on. The list of accounts should be mailed to helpdesk.evo ng@cdslindia.com and on approval of the accounts they would be able to cast their vote. A scanned copy of the Board resolu on and Power of A orney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scru nizer to verify the same. xix. In case you have any queries or issues regarding e-vo ng, you may refer the Frequently Asked Ques ons ( FAQs ) and e-vo ng manual available at ngindia.com under 8 Rydak Syndicate Limited

11 No ce Directors' Report Annexure to the Directors' Report Management Discussion Analysis Notice (Contd.) help sec on or write an to helpdesk.evo or contact them at xx. Shareholders can also cast their vote using CDSL s mobile app m-vo ng available for android based mobiles. The m-vo ng app can be downloaded from Google Play Store. iphone and Windows phone users can download the app from the App Store and the Windows Phone Store respec vely on or a er 30th June Please follow the instruc ons as prompted by the mobile app while vo ng on your mobile. 2. Ins tu onal Members / Bodies Corporate (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu on/ Authority le er etc. together with a ested specimen signature of the duly authorized signatory(ies) who are authorized to vote through at vijaya.rydak@gmail.com and aklabhcs@gmail.com with a copy marked to helpdesk.evo ng@cdslindia.com without which the vote shall not be treated as valid. The vo ng right of shareholders shall be in propor on to their shares of the paid-up equity capital of the Company and shall have one vote per equity share held by them as on the cut-off date of 20th July, The facility of e-vo ng would be provided once for every folio / client id, irrespec ve of the number of joint holders. 3. The no ce of Annual General Mee ng will be sent to the members, whose names appear in the register of members / depositories as at closing hours of business, on June 02, Investors who became members of the Company subsequent to the dispatch of the No ce / and holds the shares as on the cut-off date i.e. July 20, 2017, are requested to send the wri en / communica on to the Company at vijaya.rydak@gmail.com by men oning their Folio No. / DP ID and Client ID to obtain the Login-ID and Password for e-vo ng. 16. Scru nizer The Company has appointed Mr. Atul Kumar Labh., Prac cing Company Secretary (FCS No. 4848/C.P. No. 3238), as Scru nizer for conduc ng the electronic vo ng process (both remote e-vo ng and vo ng at the AGM through Insta Poll) in a fair and transparent manner. 17. Declara on of Results The results shall be declared on or a er the AGM, but not later than two days from the conclusion of the date of the AGM The results declared alongwith the Scru nizer s Report shall be placed on the website of the Company and on the website of CDSL viz com within two days of the passing of the resolu ons at the 119th Annual General Mee ng on July 27, 2017 and will be communicated to the Stock Exchange where the Company s Shares are listed, i.e. The Calcu a Stock Exchange Ltd. Annual Report

12 Statutory Report Notice (Contd.) 18. Route Map of the Venue of the Mee ng: A Route Map showing direc ons to reach to the venue of the 119th AGM of the Company is given at the end of this No ce as per the requirement of the Secretarial Standard - 2 on General Mee ng. VENUE Sitaram Seksaria Auditorium, Bhar ya Bhasha Parishad 36A, Shakespeare Sarani, Kolkata (The prominent landmark near the Venue is Rani Birla Girl s College) 10 Rydak Syndicate Limited

13 No ce Directors' Report Annexure to the Directors' Report Management Discussion Analysis Notice (Contd.) EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 The following statement sets out all material facts rela ng to certain Ordinary Business and all the Special Businesses men oned in the accompanying No ce: Item No. 4: M/s. Ford Rhodes Parks & Co. LLP (Firm Registra on Number W/W100089) Chartered Accountants, registered with the Ins tute of Chartered Accountants of India, were appointed as the Statutory Auditors of the Company at the Annual General Mee ng held on July 24, However, M/s. Ford Rhodes Parks & Co. LLP, the exis ng auditors firm has completed two terms of five consecu ve years with the Company and hence tendered their resigna on. In terms of the provisions of Sec on 139(2) of the Companies Act, 2013, read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint a new Auditor in place of the exis ng auditor since the maximum number of years for which the firm could have been appointed in the Company has expired (including a transi on period of three years from the commencement of the Companies Act, 2013). The Board of Directors recommends the appointment of M/s M. C. Das & Co., Chartered Accountants, (Firm Registra on Number E) as the Auditor of the Company based on the recommenda on of the Audit Commi ee of the Board, which has considered the qualifica on and experience of M/s M.C. Das & Co. Wri en consent of the proposed auditors together with a cer ficate that the appointment, if made, shall be in accordance with the condi ons specified in Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received. None of the Directors and Key Managerial Personnel of the Company or their rela ves are in any way, concerned or interested, financially or otherwise, in the Ordinary Resolu on set out at Item No. 4 of the No ce. Item No.-5 and 6: Pursuant to Regula on 36 of the SEBI (Lis ng Obliga on and Disclosure Requirement) Regula ons, 2015, a brief profile of Mr. K.N. Desai and Mr. S. Kar is as follows: Par culars of Mr. Kiran Nanoo Desai Date of Birth 06/09/1950 Date of first appointment on Board The Board at its Mee ng held on May 25, 2017 approved appointment of Mr. K.N. Desai as a Non-execu ve Director. Qualifica on B.Com Brief resume including experience and exper se in func onal area Mr. Kiran Nanoo Desai is a commerce graduate from St. Xavier s College, Kolkata with an experience of over forty years in Tea. He joined Mcneill & Barry Limited in 1972 as a Sales Officer. In the year 1977 he joined Carri Moran & Co. a tea broking firm of over 100 years, as a Tea Execu ve. Since then he has been involved in tea tas ng, auc oning, private sales, depot sales & third party packing for Brooke Bond & Co in Indore. In the year 1989, he joined Tata Tea Limited as a Manager in the North India Planta on Division where he went on to head the Interna onal Business Division & re red in 2010 as Vice President & Head of Tea. Post re rement, he has been an advisor to Amalgamated Planta ons Private Limited, Castor India Private Limited & Amboo a Tea Exports Private Limited for three years. Currently he is ac ng as an advisor to Rydak Syndicate Limited, Teloijan Tea Co. Limited & Amar Tea Private Limited (Society Tea). Annual Report

14 Statutory Report Notice (Contd.) Directorship held in other en es Membership/Chairmanship of Commi ees of listed en es (includes only Audit Commi ee and Stakeholders Rela onship Commi ee) Number of shares held in the Company Rela onship with any Director(s) of the Company Kant & Co Limited Parcon (India) Private Limited Calcu a Cricket & Football Club NIL 10 equity shares Not Applicable Par culars of Mr. Suddhabrata Kar Date of Birth 05/05/1955 Date of first appointment on Board The Board at its Mee ng held on May 25, 2017 approved appointment of Mr. S. Kar as a Non-execu ve Director. Qualifica on B.Com, C.S., LLB. Brief resume including experience and Mr. Suddhabrata Kar has an experience of over thirty eight years in exper se in func onal area legal and secretarial ma ers. In 1979, he joined Dewrance Macneill & Co. Limited (a member of the Williamson Magor Group) as a Company Secretary. Since then he has been involved in secretarial and legal ma ers. In the year 2000, he joined The Tinplate Company of India Limited (a subsidiary of Tata Steel Limited) as Company Secretary and re red in the year 2015 as the Head of Legal and Secretarial. Currently he is working in Jardine Henderson Limited as Company Secretary and Compliance Officer with effect from September, Directorship held in other en es Behubor Investment Limited Membership/Chairmanship of NIL Commi ees of listed en es (includes only Audit Commi ee and Stakeholders Rela onship Commi ee) Number of shares held in the Company NIL Rela onship with any Director(s) of the Not Applicable Company They joined the Board of Rydak Syndicate Limited on May 25, 2017 as Addi onal Directors. Pursuant to the provisions of Sec on 161 of the Companies Act, 2013, Mr. K. N. Desai and Mr. S. Kar will hold office upto the date of the ensuing Annual General Mee ng. The Company has received from Mr. K. N. Desai and Mr. S. Kar: (i) consent to act as director as provided in Sec on 152 (5) of the Companies Act, 2013 and (ii) in ma on in Form DIR 8 in terms of Companies (Appointment and Qualifica on of Directors) Rules, 2014 to the effect that he is not disqualified under Sec on 164(2) of the Companies Act, Rydak Syndicate Limited

15 No ce Directors' Report Annexure to the Directors' Report Management Discussion Analysis Notice (Contd.) Based on the recommenda ons of the Nomina on and Remunera on Commi ee, the Board of Directors of the Company had appointed Mr. K. N. Desai and Mr. S. Kar as Addi onal Directors of the Company with effect from May 25, An Addi onal Director holds office only upto the date of the ensuing Annual General Mee ng of the Company in terms of Sec on 161(1) of the Companies Act, 2013 ( the Act ) but is eligible for appointment as Director. In the opinion of the Board, Mr. K. N. Desai and Mr. S. Kar fulfill the condi ons specified in the Act and Rules made thereunder for appointment as Non-Execu ve Directors under the Act. The Company has received no ce in wri ng from members in pursuance of Sec on 160 of the Act proposing the candidatures of Mr. K. N. Desai and Mr. S. Kar for appointment as Directors of the Company, at its ensuing Annual General Mee ng. The Board considers that, the con nued associa on of Mr. K. N. Desai and Mr. S. Kar would be of immense benefit to the Company and it is desirable to con nue to avail their services as Non-Execu ve Directors. Accordingly, the Board recommends the resolu on set out at Item No. 5 and 6 of the convening No ce for approval by the Members of the Company. No other Director, Key Managerial Personnel or their rela ves, except Mr. K. N. Desai and Mr. S. Kar to whom the resolu on relates, are in any way, interested or concerned, financially or otherwise, in respect of the said Resolu ons. Registered Office: By Order of the Board of Directors 4, Dr. Rajendra Prasad Sarani, For Rydak Syndicate Limited Kolkata CIN: L65993WB1900PLC Tel: (033) Fax: (033) vijaya.rydak@gmail.com/rydak@vsnl.net Web: V. Agarwala Date: May 25, 2017 Company Secretary Annual Report

16 Statutory Report Notice (Contd.) ANNEXURE TO NOTICE: Par culars of Director seeking re-appointment: [In pursuance of SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015 and Clause of Secretarial Standards-2 on General Mee ngs] At the ensuing Annual General Mee ng of the Company, Mr. S. Bha acharya (DIN: ) Non- Execu ve Director, re res by rota on pursuant to the provisions of Sec on 152 of the Companies Act, 2013 ( Act ) read with Companies (Appointment and Qualifica on of Directors) Rules, 2014 and being eligible, seeks re-appointment. Pursuant to Regula on 36(3) of Securi es and Exchange Board of India (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015, the par culars of the aforesaid Director seeking re-appointment at the Annual General Mee ng are given below: Par culars Mr. Saradindu Bha acharya Date of Birth 02/02/1947 Date of Appointment 29/05/2014 Qualifica on DIP in Mechanical Engineering (LME) Exper se in func onal areas Wide business experience in variety of tea industry Directorships held in other Bararee Investments & Leasing Co. Limited; companies Bhulanbararee Coal Co. Limited; Jardine Pest Management Limited; Sripadam Investments Limited; Diamond Products Prin ng and Processing Limited. Membership/Chairmanship across public companies Number of Shares held in the Company Inter-se rela onship with other Directors and Key Managerial Personnel Rydak Syndicate Limited Audit Commi ee, Member Nomina on & Remunera on Commi ee, Member Stakeholders Rela onship- Commi ee, Chairperson Nil Nil For other details such as number of mee ngs of the Board a ended and amount of si ng fees drawn during , in respect of Mr. S. Bha acharya, please refer to the Directors Report. Registered Office: By Order of the Board of Directors 4, Dr. Rajendra Prasad Sarani, For Rydak Syndicate Limited Kolkata CIN: L65993WB1900PLC Tel: (033) Fax: (033) vijaya.rydak@gmail.com/rydak@vsnl.net Web: V. Agarwala Date: May 25, 2017 Company Secretary 14 Rydak Syndicate Limited

17 No ce Directors' Report Annexure to the Directors' Report Management Discussion Analysis Directors' Report To the Members, Your Directors are pleased to present the 119th Annual Report, together with the Audited Financial Statements and the Auditors Report of the Company for the financial year ended March 31, FINANCIAL RESULTS (STANDALONE AND CONSOLIDATED) The performance of the Company for the financial year ended March 31, 2017 is summarised below: (Amount in INR) Standalone Consolidated Par culars Financial Year The Profit and Loss Account before taxa on 15,042,247 2,07,66,766 15,042,247 20,766,766 for the year shows a balance of Profit Less : Provision for taxa on 6,382,892 5,449,708 6,382,892 5,449,708 Profit a er taxa on 8,659,355 15,317,058 8,659,355 15,317,058 To which is added : 12,614,095 11,972,611 12,614,095 11,972,611 Surplus brought forward from the previous year Profit available for appropria on 21,273,450 27,289,669 21,273,450 27,289,669 Transfer to General Reserve 13,480,030 13,504,317 13,480,030 13,504,317 Provision for proposed Dividend 973, , , ,128 Corporate Tax on Dividend 198, , , ,219 Adjustment of Retained Earning Balance carried forward 6,622,163 12,614,095 6,622,163 12,614,095 TRANSFER TO RESERVES For the year under review INR 13,480,030/- (Rupees One Crore Thirty Four Lakhs Eighty Thousand and Thirty Only) has been proposed to be transferred to General Reserve. DIVIDEND Your Directors recommend a dividend of INR 1/- (Rupee One Only) per share aggrega ng to INR 973,128/- (Rupees Nine Lakh Seventy Three Thousand One Hundred and Twenty Eight) for the current financial year subject to approval of the shareholders at the ensuing Annual General Mee ng. The dividend, if approved by the members, would result in a cash ou low of INR 973,128/- (Rupees Nine Lakh Seventy Three Thousand One Hundred and Twenty Eight)and Dividend Distribu on Tax of INR 198,129/- (Rupees One Lakh Ninety Eight Thousand One Hundred and Twenty Nine) aggrega ng to a total ou low of INR 1,171,257/- (Rupees Eleven Lakhs Seventy One Thousand Two Hundred and Fi y Seven Only). TRANSFER OF UNCLAIMED DIVIDEND In terms of Sec on 125 of the Companies Act, 2013, no amount of unclaimed or unpaid dividend is due for transfer to Investor Educa on and Protec on Fund during the relevant financial year. CHANGES IN THE NATURE OF BUSINESS There has been no change in the nature of business of the Company, during the financial year Annual Report

18 Statutory Report Directors' Report (Contd.) REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS Your Directors wish to present details of Business Opera ons done during the year under review: a) The Company carries on the business of growing, manufacturing and marke ng of tea. The market this year was moderate and the company s 6 Estates produced a total crop of Lakh kgs. as compared to Lakh kgs., achieved in the previous year. The company s con nued policy of making quality teas has paid off during the year. The cost of produc on has increased considerably as labour wages on the tea estates have escalated by more than 30% approximately this year. b) The net sales during the year was INR Crores as compared to INR Crores in the previous financial year. c) The profit for the current financial year is INR Lakhs as compared to previous year s figures of INR Lakhs. The increased cost of wages has resulted in a decrease of profit during the current financial year. For further details, kindly refer to the Management Discussion and Analysis Report which forms part of the Annual Report. SHARE CAPITAL The paid up Equity Share Capital as at March 31, 2017 stood at 9,731,280/-. During the year under review, the company has neither issued shares with differen al vo ng rights nor has granted any stock op ons or sweat equity. As on March 31, 2017, none of the Directors of the Company hold instruments conver ble into equity shares of the Company. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report on the opera ons of the Company, for the year under review, as s pulated under Regula on 34(2) SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015 read with Para B of Schedule V of the Lis ng Regula ons is provided in a separate sec on and forms an integral part of this Report. MATERIAL CHANGES & COMMITMENT DURING THE FINANCIAL YEAR There are no material changes or commitments that have occurred a er the close of the year ll the date of this Report, which affect the financial posi on of the Company. DIRECTORS In accordance with the provisions of Sec on 152 of the Companies Act, 2013 and the Company s Ar cles of Associa on, Mr. Saradindu Bha acharya, Non- Execu ve Director re res by rota on at the forthcoming Annual General Mee ng and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the considera on of the Members of the Company at the ensuing Annual General Mee ng. DECLARATION BY INDEPENDENT DIRECTORS All the independent directors have given declara ons that they meet the criteria of independence as provided under Sec on 149(6) of the Companies Act, 2013 and Regula on 16(1)(b) of SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula ons, In the opinion of the Board, they fulfill the condi ons of independence as specified in the Act and the Rules made thereunder and they are independent of the management. KEY MANAGERIAL PERSONNEL During the financial year under review, Mr. S. Swain, Chief Financial Officer resigned with effect from 16 Rydak Syndicate Limited

19 No ce Directors' Report Annexure to the Directors' Report Management Discussion Analysis Directors' Report (Contd.) April 25, Consequent to his resigna on, Mr. V. Sharma was appointed as Chief Financial Officer by the Board with effect from August 01, The remunera on and other details of the Key Managerial Personnel of the Company, for the financial year are provided in the extract of the Annual Return which forms part of this Directors Report. MEETING OF THE BOARD AND IT S COMMITTEES Board Mee ngs During the year ended March 31, 2017, 5 (Five) Board Mee ngs were held i.e. on May 26, 2016, July 28, 2016, November 10, 2016, January 27, 2017 and February 09, A endance of the Directors has been as follows: Name of the Director Whether a ended the mee ngs held on Mr. B. M. Lakshmeesh YES YES YES YES NO Mr. R. K. Puri NO YES YES YES YES Mr. S. Bha acharya YES YES NO YES YES Ms. S. Chakrabor YES YES YES YES YES Mr. S. Das YES YES YES YES YES Audit Commi ee i) Composi on The Audit Commi ee of the Board of Directors consists of Ms. S. Chakrabor, Independent Director as the Chairperson alongwith Mr. S. Bha acharya, Non- Execu ve Director, Mr. R.K. Puri, Non- Execu ve Director, Mr. S. Das, Independent Director as its Members. Ms. V. Agarwala, Company Secretary acts as the Secretary of the Audit Commi ee. ii) A endance The Audit Commi ee met 4(four) mes during the financial year and the a endance of the members has been as follows: Name of the Directors Whether a ended the mee ngs held on Mr. R. K. Puri NO YES YES YES Mr. S. Bha acharya YES YES NO YES Ms. S. Chakrabor YES YES YES YES Mr. S. Das YES YES YES YES During the year there were no instances where the Board of Directors of the Company had not accepted the recommenda ons of the Audit Commi ee. In compliance with the provisions of Sec on 177(9) of the Companies Act, 2013 and the Lis ng Regula ons, the Company has formulated a whistle blower policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, malprac ce, wrongful conduct, discrimina on, sexual harassment, fraud, viola on of the Company policies including Code of Conduct without fear of reprisal/retalia on which has been uploaded on the Company s website at Annual Report

20 Statutory Report Directors' Report (Contd.) Nomina on and Remunera on Commi ee i) Composi on The Nomina on and Remunera on Commi ee ( NRC ) of the Board as on March 31, 2017 comprised of Mr. R. K. Puri, Non-execu ve Director as its Chairman and Mr. S. Bha acharya, Non-execu ve Director, Ms. S. Chakrabor, Independent Director and Mr. S. Das, Independent Director as its members. ii) A endance 3 (Three) Mee ngs of the NRC were held during the financial year ended March 31, 2016 and the a endance of the members has been as follows: Name of the Director Whether a ended the mee ngs held on Mr. R. K. Puri NO YES YES Mr. S. Bha acharya YES YES YES Ms. S. Chakrabor YES YES YES Mr. S. Das YES YES YES Stakeholders Rela onship Commi ee i) Composi on As required by the provisions of Sec on 178(5) of the Companies Act, 2013 the Company has in place the Stakeholders Rela onship Commi ee comprising of 2 (Two) members, Mr. S. Bha acharya, Non-Execu ve Director and Mr. B.M. Lakshmeesh as its members. ii) A endance The Commi ee met twice during the financial year and the a endance of the members has been as follows: Name of the Directors Whether a ended the mee ngs held on Mr. B. M. Lakshmeesh YES YES Mr. S. Bha acharya YES YES PERFORMANCE EVALUATION Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Lis ng Obliga ons and Disclosure Requirements) Regula ons, 2015, a structured ques onnaire was prepared a er taking into considera on the various aspects of the Board s func oning, composi on of the Board and its Commi ees, culture, execu on and performance of specific du es, obliga ons and governance. The performance evalua on of the Independent Directors was duly completed. The performance evalua on of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their sa sfac on with the evalua on process. DIRECTORS RESPONSIBILITY STATEMENT To the best of our knowledge and belief and according to the informa on and explana ons obtained by us, your Directors make the following statement in terms of Sec on 134(3) (c) of the Companies Act, 2013: 18 Rydak Syndicate Limited

21 No ce Directors' Report Annexure to the Directors' Report Management Discussion Analysis Directors' Report (Contd.) i) that in the prepara on of Annual Accounts for the year ended March 31, 2017, the applicable Accoun ng Standards had been followed along with proper explana on rela ng to material departures, if any; ii) that the Directors had selected such accoun ng policies and applied them consistently and made judgments and es mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date; iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accoun ng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preven ng and detec ng fraud and other irregulari es; iv) that the Directors have prepared the annual accounts on a going concern basis; v) that the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were opera ng effec vely; vi) that the Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and opera ng effec vely; AUDITORS Statutory Auditors Pursuant to the provisions of Sec on 139 of the Companies Act, 2013, and Rules made thereunder, M/s Fords, Rhodes, Parks & Co. LLP, Chartered Accountants, Statutory Auditors of the Company have tendered their resigna on and shall cease to hold office from the conclusion of the ensuing Annual General Mee ng of the Company. The Board of Directors places on record its apprecia on for the services rendered by Messrs Fords, Rhodes, Parks & Co. LLP as the Statutory Auditors of the Company. Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of Messrs M. C. Das, Chartered Accountants (ICAI Firm Registra on Number E) as the Statutory Auditors of the Company pursuant to Sec on 139 of the Companies Act, Accordingly, the Board recommends the resolu on in rela on to appointment of Statutory Auditors, for the approval by the shareholders of the Company. Wri en consent of the proposed auditors together with a cer ficate that the appointment, if made, shall be in accordance with the condi ons specified in Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received. There is no audit qualifica on for the year under review. Secretarial Auditor M/s Anjan Kumar Roy & Co., Prac cing Company Secretary has been appointed as the Secretarial Auditor of the Company, in accordance with the provisions of Sec on 204 of the Companies Act, The Secretarial Audit Report is annexed as Annexure-A and forms an integral part of this Report. There are no secretarial audit qualifica on for the year under review. Internal Auditor The Board of Directors has appointed Mr. Kausik Gupta, Chartered Accountant and Cost Accountant as Internal Auditor of the Company, pursuant to Sec on 138 of the Companies Act, Reports of the Internal Audit are reviewed by the Audit Commi ee and the Board of Directors from me to me. Annual Report

22 Statutory Report Directors' Report (Contd.) INTERNAL FINANCIAL CONTROL AND RISK MANAGEMENT Internal Financial Control The Company has in place adequate internal financial controls with reference to financial statements. The internal financial control system is commensurate with the size, scale and complexi es of the opera ons the Company. On the recommenda on of Audit Commi ee, the Board of Directors has appointed Mr. Kausik Gupta, Chartered Accountant and Cost Accountant, has been appointed as an Internal Auditor of the Company. The Audit Commi ee reviews the report submi ed by the Internal Auditor. The Audit Commi ee of the Board of Directors ac vely reviews the adequacy and effec veness of the internal control systems and suggests improvements to strengthen the same : 1. Systems have been laid to ensure that all transac ons are executed in accordance with management s general and specific authoriza on; 2. Systems and procedures exist to ensure that all transac ons are recorded as necessary to permit prepara on of financial statements in conformity with generally accepted accoun ng principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the mely prepara on of reliable financial informa on; 3. Access to assets is permi ed only in accordance with management s general and specific authoriza on. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permi ed; 4. The exis ng assets of the Company are verified/ checked at reasonable intervals and appropriate ac on is taken with respect to differences, if any; 5. Proper systems are in place for preven on and detec on of frauds and errors and for ensuring adherence to the Company s policies. Risk Management The development and implementa on of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this Report. The Company has formulated a Risk Management Policy a er iden fying the following elements of risks which pose significant challenges in terms of the opera ons and impact on financial results of the Company itself: a) Tea produc on is dependent on the vagaries of weather viz crop, temperature and humidity. To combat this risk, the Company has taken a policy of augmen ng irriga on and digging of ponds near tea areas to combat lesser rainfall; b) Escala on in world crop and demand/ supply dynamics affects the price of tea in India; c) The unpredictable nature of Government policy in terms of determina on of minimum wages and other labor costs like supply of ra ons has crucial impact on overall costs and profitability of the Company; d) Tea Crop is also dependent on pest ac vity on the estate. The new Protec on Code implemented by Tea Board has reduced the chemicals that can be applied for control of pests and in some cases there is no chemical approved for certain pests which are prevalent in India. The Audit Commi ee of the Board of Directors of the Company reviews the Company s policy and procedures to ensure the risks associated with the Company s business opera ons are effec vely 20 Rydak Syndicate Limited