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Directors Report of Raghuvir Synthetics Ltd.

Mar 31, 2014

DEAR SHAREHOLDERS,

The Directors are pleased to present their 32nd Annual Report and the Audited Financial Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

A summary of the financial results for the year under review is as follows:

(Rs. in Lacs)

Particulars For the year For the year ended on ended on 31st Mar2014 31st Mar2013

Total Income 39,28,93,356 54,60,87,688

Profit / (Loss) before Tax 71,52,636 3,32,36,044

Provision for Taxes (Including Deferred Tax) 28,52,159 30,19,227

Profit After Tax 43,00,477 3,02,16,817

Balance available for appropriation 43,00,477 3,02,16,817

Which the Directors propose to appropriate as under:

(i) Proposed Dividend NIL NIL

(ii) Corporate Dividend Tax NIL NIL

Surplus carried to Balance Sheet 43,00,477 3,02,16,817

Earning Per Share Basic and Diluted 1.11 7.80

OPERATIONAL PERFORMANCE

The total revenue of the Company has decreased from Rs. 54.61 Crores to Rs. 39.29 Crores. The profit before tax of the Company has also decreased from Rs. 3.32 Crores to Rs. 71.53 Lacs. The net profit after tax has decreased to Rs. 43.00 Lacs as compared to previous year''s net profit of Rs. 3.02 Crores.

DIVIDEND

Keeping in view the financial results and in order to conserve financial resources for the future requirement of the fund, your directors do not recommend any dividend during the year under review.

DIRECTORS

Mr. Yash Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Pursuant to provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, your Directors are seeking appointment of Mr. Mangesh H. Agarwal, Mr. Samir R. Sheth and Mr. Kamal B. Patel as Independent Directors of the Company for consecutive term upto 31st March, 2019. Details of Directors being appointed/re-appointed are given in the Explanatory Statement to the Notice convening the Annual General Meeting. The Board of Directors recommends their appointment/re-appointment for the approval of the shareholders at the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration more than the specified limit prescribed under Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, and as such the Company is not required to give information in terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules 1975.

AUDITORS

M/s. G. K. Choksi & Co., Chartered Accountant, Ahmedabad, the Statutory Auditors of the Company holds office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

As regards qualification in (i)(a) of Annexure of the Auditors'' Report, the Directors state that the updation in respect of locations of fixed assets and additions/deletions of fixed assets for the year ended on 31/03/2014 is in process and will be completed and made available to the Auditors.

As regards qualification in (i) (b) of Annexure to the

Auditors'' Report, Directors state that records will be compiled and updated.

In respect of Auditor''s qualification at point no. 17 in Annexure to Independent Auditor''s Report, the Board of Directors state that in absence of any arrangement of long term funds to finance additions to the fixed assets, the available short term funds used for long term purpose.

COST AUDITORS

Pursuant to directives of the Central Government under the provisions of Section 148 of the Companies Act, 2013(corresponding to Section 233B of the Companies Act, 1956), the Cost Account records maintained by your Company are subject to yearly audit by qualified Cost Auditors.

Your Company has appointed M/s. Kiran J. Mehta & Co., a firm of Cost Auditors, for conducting the audit of such records for the financial year 2013-14.

COMPLIANCE CERTIFICATE

Compliance certificate under the provisions of Section 383(1A) of the Companies Act, 1956 has been obtained from Mr. Kamlesh Patel, Company Secretary in whole time practice is attached herewith for your perusal.

PUBLIC DEPOSIT

The Company has not accepted any Public Deposit during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors report that:

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

(ii) the Directors have 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 as at 31st March, 2014 and of the profit of the Company for

the year ended on that date.

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is annexed hereto as per Annexure-A to the Directors'' Reportand forms part of this Report.

CORPORATE GOVERNANCE

As required under the Listing Agreement with stock exchanges, report on "Corporate Governance" is attached and forms a part of Directors Report. A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the Listing Agreement is annexed to this Report.

CFO CERTIFICATION

The Managing Director who looks after Finance Function has submitted to the Board regarding the financial statements and other matters as required under clause 49(V) of the Listing Agreement.

ACKNOWLEDGMENT

The Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely contributed to the efficient management of the Company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for assistance and cooperation received from the bankers, vendors and stakeholders including financial institutions, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

BY ORDER OF THE BOARD OF DIRECTORS FOR, RAGHUVIR SYNTHETICS LTD.

SUNIL R. AGARWAL CHAIRMAN & MANAGING DIRECTOR DIN : 00265303

DATE: 20/08/2014 PLACE: AHMEDABAD


Mar 31, 2013

DEAR SHAREHOLDERS,

The Directors are pleased to present their 31s1 Annual Report and the Audited Financial accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

A summary of the financial results for the year under review is as follows:

(Rs. in Lacs) Particulars For the year For the year ended on ended on 31s1 March, 2013 31st March 2012

Total Income Profit/(Loss) before Tax 332.48 37.34

Provision for Taxes

(Including Deferred Tax) 30.31 20.15

Profit After Tax 302.17 17.19

Balance available for appropriation 302.17 17.19

Which the Directors propose to appropriate as under:

(i) Proposed Dividend NIL NIL

(ii) Corporate Dividend Tax NIL NIL

Surplus carried to

Balance Sheet 302.17 17.19

Earning Per Share [Basic and Diluted 7.8 0.44

OPERATIONAL PERFORMANCE

The total revenue of the Company has increased from Rs. 44.37 Crores to Rs. 54.60 crores. The profit before tax of the Company has also increased from Rs. 37.34 Lacs to Rs. 332.48 lacs. The net profit after tax has increased to Rs. 302.16 Lacs as compared to previous year''s net profit of Rs. 17.19 Lacs.

DIVIDEND

Keeping in view the financial results, your director do not recommend any dividend during the year under review.

DIRECTORS

Shri SUNIL RA''GHUVIRPRASAD AGRAWAL and Shri SAMIRBHAI RAMESHBHAI SHETH, Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re- appointment. PARTICULARS OF EMPLOEES

No employee is drawing remuneration more than the specified limit prescribed under section 272 (2A) of the Companies Act, 1956 , particulars of employee Pules, 1975, the information required in terms of Section 217 (2A) of the Companies Act, 1956 (Particulars of Employees) Rules 1975 is not applicable to us.

AUDITORS

M/s. G.K Choksi & Co., Chartered Accountant, Ahmedabad, the Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment

AUDITORS REPORT

As regards qualification in (i) (a) to Annexure to the Auditors'' Report, the Directors state that the updation in respect of locations of fixed assets and additions/deletions of fixed assets for the year ended on ended on 31/3/2013 is in process and will be completed and made available to the Auditors.

As regards qualification in (i) (b) of Annexure to the Auditors'' Report, Directors state that upon compilation of proper records, Auditors will be invited for verification of fixed assets.

COST AUDITORS

M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad were reappointed as Cost Auditors of the Company for the year ended on 31st March, 2013 as per the provisions of Section 233B of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

Compliance certificate under the provisions of Section 383(1A) of the Companies Act, 1956 obtained from Rajesh Parkekh & Co., Company Secretary in whole time practise is attached herewith for your perusal

PUBLIC DEPOSIT

The Company has not accepted any Public Deposit during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors report that:

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

(ii) the Directors have 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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date.

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information on Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of -217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is annexed as Annexure-''A'' hereto and forms part of this Report.

CORPORATE GOVERNANCE

As required under the Listing Agreement with stock exchanges, report on "Corporate Governance" is attached and forms a part of Directors Report. A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the Listing Agreement is annexed to this Report.

CFO CERTIFICATION

The Managing Director who look after Finance Function has submitted to the Board regarding the financial statements and other matters as required under clause 49(V) of the Listing Agreement.

ACKNOWLEDGMENT :

The Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely contributed to the efficient management of the company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for assistance and cooperation received from the bankers, vendors and stakeholders including financial institutions, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

FOR AND ON BEHALF OF THE BOARD

SUNIL RAGHUVIRPRASAD AGARWAL

CHAIRMAN AND MANAGING DIRECTOR

Place : Ahmedabad

Date : 23rd July, 2013


Mar 31, 2012

DEAR SHAREHOLDERS,

The Directors are pleased to present their 30th Annual Report and the Audited Financial accounts for the year ended March, 2012

FINANCIAL RESULTS:

A summary of the financial results for the year under review is as follows:

(Rs. in Lacs) Particulars For the year For the year ended on ended on 31st March, 2012 31st March 2011

Total Income

Profit / (Loss) before Tax 37.34 16.36

Provision for Taxes (Including Deferred Tax) 20.15 13.46

Profit After Tax 17.19 2.90

Balance available for appropriation 17.19 2.90

Which the Directors propose to appropriate as under: - -

(i) Proposed Dividend NIL NIL

(ii) Corporate Dividend Tax NIL NIL

Surplus carried to Balance Sheet 17.19 2.90

Earning Per Share Basic and Diluted 0.44 0.07

OPERATIONAL PERFORMANCE

The total revenue of the Company has increased from 36.45 Crore to 44.37 Crores. The profit before tax of the Company has also increased from 16.36 lacs to 37.34 Lacs, while the net profit after tax has increased to Rs.2.90 Lacs as compared to previous year''s net profit of 17.19 Lacs. The EPS (Earning per Share) has also increased from Rs.0.07 to 0.44

DIVIDEND

Keeping in view the financial results, your director do not recommend any dividend during the year under review.

DIRECTORS

Shri Mangesh Hanumanprasad Agarwal and Shri Kamal Bansilal Patel, Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment

PARTICULARS OF EMPLOEES

No employee is drawing remuneration more than the specified limit prescribed under section 272 (2A) of the Companies Act, 1956 , particulars of employee Rules, 1975, the information required in terms of Section 217 (2A) of the Companies Act, 1956 (Particulars of Employees) Rules 1975 is not applicable to us.

AUDITORS

M/s. G.K Choksi & Co., Chartered Accountant, Ahmedabad, the Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment

AUDITORS REPORT

The Observation made in the auditors report are self explanatory and, therefore, need not require any further comment under section 217 of the Companies Act, 1956

COMPLIANCE CERTIFICATE

Compliance certificate under the provisions of Section 383(1 A) of the Companies Act, 1956 obtained from Rajesh Parkekh & Co., Company Secretary in whole time practise is attached herewith for your perusal

PUBLIC DEPOSIT

The Company has not accepted any Public Deposit during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors report that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) The Directors have 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 as at 31st March, 2011 and of the profit of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a going concern basis.

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

The Company has no manufacturing activity during the year and as such there is no information to be provided as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors), Rules, 1988 with respect to conservation of energy, research and development and technology exchange earnings and outgo.

CORPORATE GOVERNANCE

As required under the Listing Agreement with stock exchanges, report on "Corporate Governance" is attached and forms a part of Directors Report. A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the Listing Agreement is annexed to this Report

CFO CERTIFICATION

The Managing Director who look after Finance Function has submitted to the Board regarding the financial statements and other matters as required under clause 49(V) of the Listing Agreement.

ACKNOWLEDGMENT :-

The Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely'' contributed to the efficient management of the company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for assistance and cooperation received from the bankers, vendors and stakeholders including financial institutions, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

FOR AND ON BEHALF OF THE BOARD

SUNIL RAGHUVIRPRASAD AGARWAL

CHAIRMAN AND MANAGING DIRECTOR


Mar 31, 2010

The Directors are pleased to present the 28th Annual Report of your Company together with the Audited Statement of accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS : (RS. IN LACS.)

2008-09 2009-10

Operating Income 2785.84 3212.16

Other income 6.91 25.86 Profit before Interest,

Depreciation and Tax 427.79 426.59

Interest 16.76 66.44

Depreciation 400.64 328.30

Profit/ (Loss) before Tax 10.39 31.84

Provision for Tax

Current 37.50 37.00

Wealth Tax 0.15 0.15

Deferred (16.52) 27.50

Fringe Benefit Tax 0.00 1.55

Profit/ (Loss) after tax (10.74) (34.36)

Add :Prior period Adjustment(Net) -- 22.73

Balance brought forward from last year 447.63 459.27

Balance Carried Forward 436.89 447.63

DIVIDEND

Keeping in view the financial results, your director do not recommend any dividend during the year under review.

DIRECTORS

Shri Kamlesh Agrawal and Shri Mangesh Agrawai, Directors of the company wiil retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appoiontment.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration more than the specified limit prescribed u/s.217(2A) of the Companies Act, 1956, (Particulars of Employees) Rules, 1975. Hence, the information required in terms of Section 217(2A) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975 is not applicable to us.

AUDITORS

The M/s. G. K. Choksi & Co., Chartered Accountant, retiring Auditors, Ahmedabad are eligible and offer themselves for re-appointment. The Auditors have furnished a certificate to the effect that their reappointed, if made shall be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

Compliance certificate under the provisions of Section 383(1) of the Companies Act, 1956 obtained from Rajesh Parekh & Co., Company Secretary in whole time practice is attached herewith for your perusal.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Additional information on Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of 217(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is annexed hereto and forms part of this Report.

PUBLIC DEPOSIT

During the year under review your Company has not accepted any deposits from the" public.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors state that

- In the presentation of Annual Accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure.

- 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 true and fair view of the state of affairs of the Company at the end of financial year and the profit or loss of the Company for the period.

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for preventing and detecting fraud and other irregularities.

The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As required under the Listing Agreement with Stock Exchanges, Report on "Corporate Governance" is attached and forms a part of Directors Report. A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the Listing Agreement is annexed to the Report of the Corporate Governance.

ACKNOWLEDGMENT :

The Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely contributed to the efficient management of the Company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company.The Directors also take this opportunity to express their grateful appreciation for assistance and co- operation received from the bankers, vendors and stakeholders including financial institutions, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

FOR AND ON BEHALF OF THE BOARD

PLACE :AHMEDABAD

DATE : August 21,2010 KAMLESH R.AGARWAL

CHAIRMAN

 
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