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EQUITY - MARKET SCREENER

Suumaya Corporation Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
543274
INE0EMB01015
53.8813569
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
2.63
133.5
EPS(TTM)
Face Value()
Div & Yield %
20.52
10
3.09
 

As on: May 25, 2022 12:31 PM

To,

The Members,

Rangoli Tradecomm Limited

(Formerly known as Rangoli Tradecomm Limited)

Your directors have pleasure in presenting the Twelfth (12th) Annual Report of your Company since its incorporation and first after the listing of shares of the Company on SME Platform of BSE Limited, on the business and operations of the Company along with the Audited Financial Statements for the year ended March 31,2021.

FINANCIAL SUMMARY:

Company's financial result for the year ended March 31,2021 is summarized below:

(Rs in crores)

Description FY 2020-21 FY 2019-20
Revenue from operations 1186.88 162.45
Other Income 0.39 2.98
Total Revenue 1187.27 165.43
Less: Purchases of stock in trade 1342.39 173.83
Less: Changes in Inventory (232.65) (12.05)
Less: Employee Benefit Expenses 1.32 0.30
EBIDTA 71.45 3.06
Less: Finance Costs 0.57 0.00
Less: Depreciation Expenses 0.06 0.00
Less: Other Expenses 4.76 0.29
Total Expenses 1116.45 162.37
Profit before Extraordinary Items and tax 70.82 3.06
Less: Current Tax 20.09 0.95
Deferred Tax 0.01 0.00
Profit after tax 50.72 2.11

REVIEW OF BUSINESS OPERATIONS

The Company is engaged in the business of supply chain of Polymers, Textile products, Non-ferrous Metals and Chemical Additives, whereby Polymer includes commodity polymers and Textiles includes yarns, threads and fabrics.

During the year under review, the total revenue of your Company was RS 1187.27 crores showing an exceptional increase of approximately 7 folds since last year. The EBIDTA rose from RS 3.06 crores to RS 71.45 crores and the Net profit after tax soared to RS 50.72 crores from 2.11 crores for the year ended March 31, 2021, despite the extensive disruptions in both global and domestic trade due to the COVID-19 pandemic.

State of Affairs of Company's Business

The Company executes supply chain by providing raw materials to the SME and MSME sector in a timely and cost effective manner.

During the year under review, your Company has executed trading of Textile products which includes yarn, threads, fabrics and medical textiles, Polymers which includes commodity polymers like PVC,

HDPE, LDPE, LLDPE PP etc, non-ferrous metals like manganese ore and chemical additives like bitumen.

The Company's strong supply chain, robust network, deep integration and flexibility helped it achieve the position where it stands today.

COVID - 19 IMPACT

The outbreak of the novel coronavirus and the consequent suspension of economic activities due to the pandemic-induced lockdown, coupled with muted consumer sentiment and investments, had a severe impact on the Indian economy during the first quarter of the year under review. The Indian economy de- grew 23.9 per cent in the first quarter of FY 2020-21, the sharpest degrowth experienced by the country since the index was prepared.

The Company chose to make the best of the situation, thus channelized the opportunity provided to accelerate its transformational journey that it had embarked upon. Where major organizations were adversely affected, the Company under the guided leadership of its directors, management and determination of employees, performed exceptionally backed by financial output.

With the support of Company's personnel, with utmost health care and safety, the Company continued to fight this pandemic with zero lay-offs and new recruits and contributed on a humanitarian front.

We have grown multiple times in terms of size, scale and strength with respect to customers, employees and other stakeholders, contributing positively to the nation at large, with the agility to adapt with changing times by capitalizing the opportunities that came by.

TRANSFER TO RESERVES:

RS 50.72 crores are transferred to Reserves and Surplus Account of the Company.

DIVIDEND:

During the year under review the Board of Directors had recommended and approved Interim dividend @ of 10% of face value of RS 10/- (I.e. HI/- per equity share) amounting to RS 7,33,000/- as interim dividend at its meeting dated January 04, 2021 which was subjected to tax deduction at source.

Further the Board of Directors of your Company at its meeting held on May 31,2021 recommended the final dividend @ of 40% per share of RS 10/- (i.e. RS 4/- per equity share) which is subject to the approval of members at the ensuing Annual General Meeting. The distribution of dividend, if approved, shall be subject to tax deduction at source.

The dividend recommended is in accordance with Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company is annexed herewith and marked as "Annexure-1" to this Report and the same is available on the Company's website and can be accessed at: www.key2elements.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, the Management Discussion and Analysis forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Since the Company is listed on SME Platform of BSE Limited during the year under review, the provisions of Corporate Governance as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 are not applicable to your Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has adequate financial control procedure commensurate with its size and nature of business. These controls include well defined policies, guidelines, standard operating procedure, authorization and approval procedures. The internal financial controls of your company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

DEPOSITS:

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 ("the Act", "the said Act") read with the relevant rules, your Company has not accepted any fixed deposits during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All contracts/arrangements/transactions entered by your Company during the financial year with related party were on arm's length basis and in the ordinary course of the business. There were no material significant related party transactions made by the Company with Directors or other designated persons which may have potential conflict with interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is furnished in "Annexure- 2" to this Report.

PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) MADE UNDER SECTION 186 OF THE ACT:

During the year under review, your Company did not have any financial transactions falling under provisions of section 186 of the Act.

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

The disclosure of information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorption is not applicable to your company, being a trading Company.

Foreign Exchange Earnings and Outgo: (if any)

Particulars FY 2020-21 FY 2019-20
Foreign Exchange Earnings Nil Nil
Foreign Exchange outgo 1.09 crores Nil

MATERIAL CHANGES AND COMMITMENTS

a.) Change in status of the Company

During the year under review, your Company was converted into a Public Limited Company pursuant to special resolution passed by the members at the Extraordinary General Meeting held on September 24, 2020 and consequent upon conversion, the name of your company was changed to Rangoli Tradecomm Limited vide fresh certificate of incorporation dated November 09, 2020 bearing Corporate Identification

Number (CIN) U51909WB2009PLC137310 issued by Registrar of Companies, Kolkata.

Subsequently, the equity share capital of the Company comprising of 82,41,008 equity shares of RS 10/- each was listed on SME Platform of BSE Limited vide listing approval dated March 19, 2021 and consequently status of your Company changed from Unlisted Public Company to Listed Public Company.

b.) Alteration in the Memorandum and Articles of Association of the Company:

During the year under review, pursuant to the members' approval at the extraordinary general meeting held on

September 24, 2020, the Company altered the following clauses of its Memorandum of Association (MoA) and adopted a new set of Articles of Association (AoA) in lines with Table F of the Act.

i. Name clause by deleting the word 'Private';

ii. Object clause to align the same with Table A of the Act; and

iii. Capital clause due to increase in the authorised share capital.

STOCK EXCHANGE

The Company's shares are listed on the SME Platform of BSE Limited (BSE) situated at Phiroze Jeejobhoy Towers, Dalal Street, Mumbai-400001 with the symbol RTL

CHANGES IN SHARE CAPITAL

During the year under review, the changes in the share capital of the Company are as under: Authorised share capital

Members Resolution Board Resolution Particulars No of Shares Paid up Capital (Rs)
September 24, 2020 September 01,2020 Increase in Authorised Share Capital from RS 74,00,000/- divided into 7,40,000 equity shares of RS 10/- each to RS 12,00,00,000 /- divided into 1,20,00,000 equity shares of RS 10/- each 1,20,00,000 12,00,00,000
Increase in Paid- up Equity Share Capital
December 15, 2020 January 05, 2021- January 15 Allotment of 7,82,002 equity shares of RS 10/- each on preferential basis @ RS 325/- per share including premium of RS 315/- per share. Paid up capital increased from RS 73,30,000/- divided into 7,33,000 equity shares of RS 10/- each to RS 1,51,50,020/- divided into 15,15,002 equity shares of RS 10/- each. 7,82,002 78,20,020
January 19, 2021 January 19, 2021 Allotment of Bonus shares (3 Equity shares for every 1 equity share held) Paid up capital increased from RS 1,51,50,020/- divided into 15,15,002 equity shares of RS 10/- each to RS 6,06,00,080/- divided into 60,60,008 equity shares of RS 10/- each. 45,45,006 4,54,50,060
January 19, 2021 March 18, 2021 Allotment 21, 81, 000 equity shares @ RS 207 including premium of RS 197/- of equity shares upon IPO. Paid up capital increased from RS 6,06,00,080/- divided into 60,60,008 equity shares of RS 10/- each to 8,24,10,080/- divided into 82,41,008 equity shares of RS 10/- each. 21,81,000 2,18,10,000
Paid up capital as on March 31,2021 82,41,008 8,24,10,080

UTILISATION OF PROCEEDS RAISED THROUGH ISSUE OF SHARE CAPITAL

Your Company has successfully raised RS 25.42 crores by issue and allotment of shares on preferential basis and RS 45.14 crores from the IPO. The proceeds from the issue and allotment of shares have been utilized towards the working capital requirements and general corporate purposes as mentioned in the offer documents.

HOLDING AND SUBSIDIARY COMPANY

Your Company has no holding or subsidiary company as on the date of the report.

During the year under review, the shareholding of holding Company, Ganadhip Wholeseller Private Limited, diluted pursuant to increase in the issued, subscribed and paid- up capital and hence it ceased to be the holding company of the Company.

ASSOCIATE COMPANY & JOINT VENTURE:

The Company does not have any 'Associate Company' or Joint Venture within the meaning of Section 2(6) of the Act during the period under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Changes in Directors & Key Managerial Personnel

During the year, the following changes took place in the Composition of Directors and Key Managerial Personnel:

Name Date of Change Details
Mr. Sumit Pal Singh, (DIN: 08572461) 01/04/2020 Change in designation to Additional Non- Executive Director
Mr. Saurabh Bordia, (DIN: 05153224) 14/10/2020 Resigned as Additional Director
Mr. Ushik Gala, (DIN: 06995765) 19/01/2021 Change in designation from Non- Executive Director to Chairman & Managing Director
Mr. Sejal Doshi, (DIN: 08431221) 19/01/2021 Appointed as Non- Executive Director
Mr. Sharad Jain, (DIN: 01686035) 19/01/2021 Appointed as Non- Executive Director
Mr. Satish Khimawat, (DIN: 07769130) 19/01/2021 Appointed as Non- Executive Independent Director
Mr. Ankit Gala, (DIN: 08271752) 19/01/2021 Appointed as Non- Executive Independent Director
Ms. Sushmita Agarwal, (DIN: 09044546) 27/01/2021 Appointed as Additional Non- Executive Independent Director
Ms. Dhwani Dattani 19/01/2021 Appointed as Chief Financial Officer
Mr. Bharat Gangani 19/01/2021 Appointed as Company Secretary & Compliance Officer

Changes in Directors and KMP during the current financial year 2021- 2022

Name Date Particulars
Ms. Dhwani Dattani May 31,2021 Resigned as Chief Financial Officer
Ms. Radhika Gosrani June 01,2021 Appointed as Chief Financial Officer
Mr. Ankit Gala June 21,2021 Resigned as Independent Director
Ms. Shruti Chaudhary (DIN: 02880771) August 13, 2021 Appointed as Additional Director (Independent)

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and AoA, Ms. Ishita Gala (DIN: 07165038) retires by rotation at the forthcoming Annual General Meeting and, being eligible offers herself for re-appointment.

The Board recommends her re-appointment for the consideration to the Members for their approval at the ensuing Annual General Meeting on the terms and conditions mentioned in the Notice convening the AGM. A brief profile of Ms. Ishita Gala (DIN: 07165038) has also been provided therein.

Appointment of Independent Directors at the Annual General Meeting

Ms. Sushmita Agarwal (DIN: 09044546) and Ms. Shruti Chaudhary (DIN: 02880771), were appointed as Additional Directors (Independent) on the Board of Directors of the Company to hold office up to the ensuing Annual General Meeting. It is proposed to appoint Ms. Sushmita Agarwal (DIN: 09044546) and Ms. Shruti Chaudhary (DIN: 02880771), as Non- Executive Independent Directors for a period of first term of consecutive 5 years whose office shall not be subject to retire by rotation.

The Board recommends the said appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting on the terms and conditions mentioned in the Notice convening the AGM forming part of Annual Report. A brief profile of these Directors has also been provided therein.

Declaration of Independence by Independent Directors

The Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act. There has been no change in the circumstances which may affect their status as independent director during the year.

The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs ('IICA'). All Independent Directors of your Company are registered with IICA.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

Company's Policy on Directors' Appointment, Remuneration etc.:

The Nomination and Remuneration Committee of the Company is in place and is available on the Company's website i.e., www. key2elements.com.

Board Evaluation:

The shares of the Company were listed on SME platform of BSE on March 22, 2021. Accordingly, provisions of section 134(3)(p) of the Act were not applicable to the Company until the listing of shares in the last week of the March 2021 and hence the Board Evaluation was not carried out during the year under review.

Your Company has formulated a formal policy on Board Evaluation and the same has been placed on the website of the Company- www.key2elements.com

Number of Board Meetings:

During the year under review, 23 (Twenty- Three) meetings of the Board of Directors were held.

The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and as per Secretarial Standard-1.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

The Company has constituted various committees in accordance with the provisions of the Companies Act, 2013 the details of which are given as under:

A. Audit Committee;

B. Nomination and Remuneration Committee;

C. Stakeholders Relationship Committee;

A. Audit Committee:

Your Company has duly constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013, vide resolution passed in the meeting of the Board of Directors held on January 27, 2021.

Composition of Audit Committee

Name of Director Position in the Committee Designation
Mr. Sharad Jain Chairman Non-Executive Director
Mr. Sejal Doshi Member Non-Executive Director
Mr. Ankit Gala* Member Independent Director
Mr. Satish Khimawat Member Independent Director
Mr. Sushmita Agarwal Member Additional NonExecutive Independent Director
Ms. Shruti Chaudhary** Member Additional NonExecutive Independent Director

* Ceased w.e.f. June 21,2021.

** Appointed w.e.f. August 13, 2021.

During the year under review, the Audit Committee of the Board of Directors met once as per the applicable provisions of the Companies Act, 2013.

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

B. Nomination and Remuneration Committee

Your Company has constituted a Nomination and Remuneration Committee which ensures effective compliances as mentioned in section 178 of the Companies Act 2013, vide resolution passed at meeting of the Board of Directors held on January 27, 2021.

Composition of Nomination and Remuneration Committee:

Name of Director Position in the Committee Designation
Mr. Satish Khimawat Chairman Independent Director
Mr. Ankit Gala* Member Independent Director
Mr. Sharad Jain Member Non-Executive Director
Mr. Sejal Doshi Member Non-Executive Director
Ms. Shruti Chaudhary** Member Additional NonExecutive Independent Director

* Ceased w.e.f. June 21,2021.

** Appointed w.e.f. August 13, 2021.

The Nomination and Remuneration Committee was not required to meet during the year under review.

The Nomination & Remuneration Policy and Code of conduct and appointment of Independent Directors is available on the website of your Company www.key2elements.com .

C. Stakeholders Relationship Committee

Your Company has constituted a Stakeholder's Relationship Committee to redress the complaints of the members as per the provisions of Section 178(5) of the Companies Act, 2013 vide resolution passed at the meeting of the Board of Directors held on January 27, 2021.

Composition of Stakeholder's Relationship Committee:

Name of Director Position in the Committee Designation
Mr. Sejal Doshi Chairman Non-Executive Director
Mr. Ushik Gala Member Chairman and Managing Director
Mr. Sumit Pal Singh Member Non-Executive Director

The Stakeholders Relationship Committee was not required to meet during the year under review.

AUDITORS:

Statutory Auditor:

M/s Chahan Vora & Associates, Chartered Accountant, Mumbai (Firm Registration No. 147060W) was appointed as the Statutory Auditor for a period of five years to hold office from the conclusion of 10th Annual General Meeting held on September 30, 2019 until the conclusion of Annual General Meeting to be held for the year ended March 31,2024 for a period of Five years.

Auditor's Report:

There are no qualifications, reservations or adverse remarks in the Statutory Auditor's Report for the FY 2020-21. The Statutory Auditor's Report is enclosed with the financial statement in the Annual Report.

Cost Audit

The provisions of section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Vinod Kothari & Company, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2020-21. The Secretarial Audit Report is annexed herewith as "Annexure- 3."

There are no qualifications, reservations or adverse remarks or disclaimers in the said Report.

Reporting of frauds by Auditors:

During the year under review, the Statutory and Secretarial Auditors of your Company has not reported any frauds to the Board of Directors under Section 143(12) of the Act, including rules made thereunder.

VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy as part of Vigil Mechanism to provide appropriate avenues to the Directors employees and third parties to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the Code of Conduct of the Company. Employees are encouraged to voice their concerns by way of whistle blowing and all the employees have been given access to the Ombudsman (Chairperson of Audit Committee). No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy.

No complaint of this nature has been received by Audit Committee during the year under review. The Whistle Blower Policy is available on the website of the Company www.key2elements.com

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Your Company recognizes that risk is an integral part of any business and the Board of Directors is committed to managing the risks in a proactive and efficient manner.

The Board of Directors and the management team having regard to your Company's nature and scale of business; periodically assesses risks in the internal and external environment that might affect the Company's existence. The relevant methodology being effectively developed and implemented; the Company has opted to have any formal Risk Management Policy in pursuance of provisions of section 134(n) of the Act which is available on the website of your Company www.key2elements.com.

ANNUAL RETURN

In accordance with the Companies Act, 2013, the Annual Return of the Company as on March 31, 2021 will be made available on the Company's website and can be accessed at www.key2elements. com after the ensuing Annual General Meeting of the Company.

SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standard 1 and Secretarial Standard 2 relating to Board and General Meetings issued by the Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, regarding CSR activities to be undertaken by a Company are not applicable during the year under review.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORY ETC.:

During the year; there was no significant / material order passed by any regulator, court or tribunal on your Company impacting the going concern status and Company's operations in future.

PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE, 2016.

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

DIRECTORS' RESPONSIBILITY STATEMENTS

In accordance with the provisions of section 134(3)(c) and 134(5) of the Act; your Directors submit the following responsibility statements:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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

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

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

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

PARTICULARS OF EMPLOYEES

In accordance with the requirements of Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended regarding employees is given in "Annexure- 4" and forms an integral part of this Report.

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

Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 and Rules made there under the Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. To build awareness in this area the Company has been conducting induction/refresher programs through external consultants and its in-house training team in the organization on a continuous basis.

There is no case filed, during the financial year under the said Act hence the company has no details to offer.

ACKNOWLEDGEMENT AND APPRECIATION:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company especially during the ongoing COVID- 19 pandemic. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, etc. Your directors are deeply grateful to the members and investors for the confidence and faith that they have always reposed in the Company

By order of the Board of Directors
For Rangoli Tradecomm Limited
Ushik Mahesh Gala
Date: May 31,2021 Chairman & Managing Director
Place: Mumbai DIN: 06995765