Directors Report of Royal India Corporation Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 31st Annual Report together with the Audited Accounts for the year ended March 31, 2015.

1. RESULTS OF OUR OPERATIONS:

Particulars 2014-15 2013-14

Revenue from Operations (Net of 1,62,32,44,441 1,31,60,04,166 Excise) and Other Income

Exceptional Items - -

Profit before Interest, 48,65,874 20,40,875 Depreciation & Tax (EBITA)

Finance Charges 68,360 73,658

Depreciation 12,52,407 4,03,777

Provision for Tax (Including 12,42,057 39,716 for earlier years)

Net Profit After Tax 23,03,049 15,23,724

Profit Brought Forward from 2,38,84,719 2,23,60,995 previous year

Depreciation on transition to 12,52,407 4,03,777 Schedule II of the Companies Act, 2013

Surplus Available for Appropriations 2,61,87,768 2,38,84,719

Appropriations to: Proposed Dividend - -

Dividend Distribution Tax - -

Transferred to General Reserve - -

Profit carried to Balance Sheet 2,61,87,768 2,38,84,719

2. Turnover & Profits:

The Directors wish to inform you that, during the Financial Year ended 31st March, 2015 the sales and other income increased from Rs. 13,160.04 lacs to Rs. 16232.44 lacs. The Net Profit After Tax stood at Rs.23.03 as against Rs. 15.23 in the previous year.

3. Dividend:

The Directors of your Company do not recommend any dividend for the financial year ended 31st March, 2015 in order to plough back the resources for the future growth.

4. Transfer to Reserves:

During the current financial year, there were no transfers made to reserves.

5. Change(s) in the Nature of Business, if any:

There is no change in the nature of business carried on by the Company. The Company has not changed the class of business in which the Company has an interest.

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statement relate and the date of the report.

There were no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of the report.

7. Fixed Deposits:

Your Company has not accepted any fresh fixed deposits at present and, as such, no amount on account of principle or interest on public deposits was outstanding as on the date of the balance sheet.

8. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report as Annexure I.

9. Corporate Governance Report:

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited have been complied with.

A separate report on Corporate Governance along with certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual General Meeting as Annexure II.

10. Corporate Social Responsibility (CSR):

As per the Section 135 of Companies Act, 2013 all companies having Net Worth of Rs. 500 cr or more, or Turnover of Rs. 1,000 core or more, or Net Profit of Rs. 5 core or more during any financial year required to constitute a Corporate Social Responsibility Committee of the Board of Directors comprising of three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company's three immediately preceding financial year.

Accordingly, the Company formed a CSR Committee, having two non executive directors and one Executive Director as a member of the Committee. For the current financial year, the provisions of Section 135 of Companies Act, 2013 is not applicable to the Company, therefore; it is not required to pay 2% of the average net profits of the Company for the current Financial Year.

11. Share Capital

The Paid up Equity Share Capital as on March 31, 2015 was Rs. 23, 08, 00,000/- During the year under review, your Company did not issue shares. Details of Directors shareholding as on March 31, 2015, are mentioned in the Corporate Governance Report, which forms a part of this Annual Report.

12. Extract of Annual Return:

An extract of Annual Return in Form MGT-9 as on March 31, 2015 is attached as Annexure III to this Report.

13. Board Meeting held during the year:

The Board met 7 times during the financial year 2014-15. The details of the meeting are furnished in the Corporate Governance Report that forms part of this Annual Report.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

14. Director Responsibility Statement:

As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. They 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 March 31, 2015 and of the Profit and Loss of the Company for the year ended March 31, 2015.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the Annual Accounts on a 'going concern' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

15. Auditors

A. Statutory Auditors:

M/s. DMKH & Co., Chartered Accountants, (Firm Registration No. 116886W) Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re appointment from the conclusion of the ensuing AGM till the conclusion of the 5th consecutive Annual General Meeting of the Company. The Board has recommended their re-appointment.

M/s. DMKH & Co., Chartered Accountants have confirmed that their re-appointments, if made would be in accordance with the provisions of the Section 141 Companies Act, 2013 and that they are not disqualified for re-appointment.

Auditors Qualification:

There is no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

B. Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. GMS & Co., Company Secretary in Practice, Thane to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015.

The report of the Secretarial Auditor is appended as Annexure IV.

Explanation or Comments on every qualification, reservation or adverse remark made by the Company Secretary in practice in the Secretarial Audit Report.

The inspection under Section 209A of the Companies Act, 1956 has been carried out by the office of the Ministry of Corporate Affairs, the details of which are entered in the Secretarial Audit Report.

C. Internal Auditor Report:

M/s. Neha Sharda & Associates have carried out the internal audit for the Financial Year 2014-15. The Report is based on the books of accounts and other records of the Company. The Board has recommended their re- appointment for the Financial Year 2015-16.

16. Listing of Shares:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE), further the Company has paid necessary listing fee to BSE as per the Listing Agreement.

17. Related Party Transactions :

The Company has formulated a policy on dealing with Related Party Transactions. The policy is disclosed on the website of the Company i.e. www.ricl.in . Your Company places all the aforesaid details before the Audit Committee periodically. A comprehensive list of related party transactions as required by the Accounting Standard (AS) 18 issued by the Institute of Chartered Accountants of India, forms part of the Note No. 33 of the Accounts in the Annual Report. However, these transactions are not likely to have any conflict with the interest of the Company at large.

During the year, the Company had not entered into any contracts/ arrangements/ transactions with related parties which could be considered as material except the remuneration paid to Key Managerial Personnel.

18. Audit Committee:

The Audit Committee of the Company comprises of Two Independent & Non Executive Directors and One Executive Director. The details are provided in the Corporate Governance Report.

Pursuant to the requirements of the Companies Act, 2013, the Company has established vigil mechanism through Audit Committee for Directors and Employees to report genuine concerns about unethical behaviors, actual or suspended fraud or violation of the Company's Code of Conduct or ethics policy.

The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

19. Risk Management Policy:

The Company has developed and implemented a mechanism for risk management and has developed a Risk Management Policy. The Audit Committee and the Board periodically reviewed the risk assessment and minimization procedures as required under clause 49 of the Listing Agreement so as to ensure that risk is controlled by the Executive Management.

20. Directors and Key Managerial Personnel (KMP):

a. Company's policy on appointment and remuneration:

The Composition of the Company's Board of Directors is in conformity with the Listing Agreement, having an appropriate mix of executive and Independent Directors to maintain the independence of the Board. As on March 31, 2015 the Board of Directors of the Company comprises of Five Directors including One Managing Director, One Whole Time Director and Three Non-Executive & Independent Directors.

At the last Annual General Meeting of the Company (held on September 30, 2014) during the year under review, the members approved the appointments of Ms. Manisha Anand, Mr. Ravi Kant Chaturvedi and Mr. Damodar Hari Pai, as Independent Directors, not liable to retire by rotation, for a period of 5 years.

We affirm that the remuneration paid to the Director is as per the terms laid out in the nomination and remuneration policy of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Article of Association of the Company, Mr. Hitesh Jain, Whole Time Director of the Company retire by rotation and being eligible, offers himself for re-appointment.

During the year under review, there have been changes in the management of the Company as mentioned below:

Name Designation Date of Appointment

Mr. Aman Punamiya Addl. Director (Exe.) May 08, 2014

Mr. A.P. Dhurandhar Independent Director February 13, 2013

Name Date of Resignation

Mr. Aman Punamiya May 24, 2014

Mr. A.P. Dhurandhar October 16, 2014

The Board wishes to place on record their deep sincere appreciation of the immense contribution made by Mr. Ashokaditya Prakash Dhurandhar during his tenure.

b. Declaration by Independent Directors:

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Director in terms of Section 164 (2) of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Further, during the year under review, the independent directors met on Feb 12, 2015.

At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The formal letter of appointment is available at the website of the Company i.e. www.ricl.in

c. Familiarization program for Independent Director:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

d. Key Managerial Personnel:

Appointment:

Mr. Hitesh Jain, (DIN: 05263120) was appointed as Chief Financial Officer of the Company w.e.f. August 14, 2014.

Re-appointments:

Mr. Hitesh Jain, Whole Time Director of the Company whose tenure was expired on June 19, 2015 and being eligible for re-appointment as Whole Time Director of the Company for a period of Three Years commencing from June 19, 2015 to June 18, 2018 by the Board of Directors of the Company subject to member's approval.

Mr. Manish Shah, Managing Director of the Company whose tenure was expired on February 23, 2015, and being re-appointed for a further period of Three years from February 24, 2015 to February 23, 2018 by the Board of Directors of the Company subject to members approval.

21. Nomination and Remuneration Policy

The Board has adopted, on recommendation of the Nomination & Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company:

22. Compliance under Companies Act, 2013:

Pursuant to Section 134 of the Companies, Act 2013 read with rules Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:

a. Board Evaluation:

As per Clause 49 of the Listing Agreement mandates the Board shall monitor and review the Board evaluation framework. As per Section 134 (p) of the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and Independent Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. None of the independent directors are due for re- appointments.

b. Particulars of Employees:

The ratio of the remuneration of each director to the median employees' remuneration and other details in terms of Section 197 (12) of the Act with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the rules"), forms a part of this Annual Report as Annexure V.

c. Particulars of Loans, Guarantees or Investments:

As on March 31, 2015, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

Loans, guarantees and investments covered Under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

d. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, is set out hereunder:

Sr. Particulars Disclosures No.

1 Conservation of Energy and Your Company has continued to accord Power Consumption priority to Conservation of energy and is continuing its efforts to utilize energy more efficiently

2 Technology Absorption and Your Company has not absorbed or Research & Development imported any technology and no research and development work is carried out.

US $: Nil Earnings Exports of 3. Foreign Exchange Goods Rs.: Nil

Outgo Nil Nil

e. Significant and Material Orders passed by the Regulators or Courts:

Inspection under Section 209A of the Companies Act, 1956 has been carried out by the office of the Ministry of Corporate Affairs. No irregularities other than of a compound able nature have been observed by the inspecting authority. Your Company filed the applications with the Authorities against the observation/remarks of the Inspecting Authorities.

f. Committees of the Board:

There are currently four committees of the Board which are as follows:

a. Audit Committee;

b. Nomination & Remuneration Committee;

c. Corporate Social Responsibility Committee and;

d. Stakeholders Relationship Committee.

The members of the Committees consist of Two Non-Executive Directors and One Executive Director. A detailed note on the Board and Committees is provided under the Corporate Governance Report in the Annual Report.

g. Prevention of Sexual Harassment Policy:

The Company has in place a Prevention of Sexual harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Further, during the year 2014-15, no complaints were received by the Company related to sexual harassment.

h. Green Initiatives:

As part of the Green Initiative in Corporate Governance, the Ministry of Corporate Affairs ("MCA"), Government of India, through its Circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011 respectively has allowed companies to send official documents through electronic mode.

Like the previous year, electronic copies of the Annual Report and Notice of the 31st Annual General Meeting are sent to all the members whose email addresses are registered with the Company/ Depository Participant(s) for communication purposes. For members who have not registered their email addresses, physical copies of the Notice and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

i. Acknowledgements:

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, Registers, bankers, financial institutions, Share Transfer Agents. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

On behalf of the Board of Directors

Sd/- Sd/- (Manish Shah) (Hitesh Jain) Managing Director Whole time Director DIN :01953772 DIN :05263120

Place : Mumbai Date : August 13, 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Accounts for the year ended March 31, 2014.

1. Financial Results:

The Company''s financial performance, for the year ended March 31, 2014 is summarised below:

Rs. (In Lacs) Particulars 31.03.2014 31.0.3.2013

Total Income 13,160.04 11,051.66

Profit before Tax 15.63 5.20

Provision of Tax

* Current Tax -5.39 1.72

* Deferred Tax (0.55) (0.55)

* Previous year adjustment 4.43 -

Profit after Tax 15.23 4.03

2. Turnovers & Profits:

The Directors wish to inform you that during the financial year ended 31st March, 2014 the sales and other income increased from Rs. 11,051.66 lacs to Rs. 13,160.04 lacs. The Net profit after tax stood at Rs. 15.23 lacs as againstRs. 4.03 lacs in the previous year.

3. Dividend:

The Directors of your Company do not recommend any dividend for the financial year ended 31st March, 2014 in order to plough back the resources for future growth.

4. Board of Directors:

During the year under review, there have been changes in the Management of the Company as mentioned below:

Mr. Vishal Gohil Stepped down as a Whole Time Director of the Company w.e.f. 15th November, 2013. The Board wishes to place on record their deep sincere appreciation of the immense contribution made by Mr. Vishal Gohil during his Tenure.

In accordance with the provisions of the Act and the Company''s Clause 119 of the Article of Association, Mr. Hitesh Jain retires by rotation and is eligible for re-appointment.

In line with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Damodar Hari Pai (Din No. 00172372), Mr. Ravi Kant Chaturvedi (Din No. 05198811), Mr. Ashokaditya Dhurandhar (Din No. 06509031) and Ms. Manisha Anand (DIN No. 03497950) Directors of the Company, are being appointed as Independent Directors for five consecutive years from 30th September, 2014 up to 29th September, 2019.

Necessary resolutions for the appointment/reappointment of the aforesaid Directors have been included in the notice convening the ensuing AGM and requisite details have been provided in the explanatory statement of the notice. Your directors commend their appointments/reappointment.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 274(1)(g) of the Companies Act, 1956 and Section 164(2) of the Companies Act, 2013.

5. Directors'' Responsibility Statement:

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

1) In the preparation of the annual accounts for the financial year March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

2) The Company has 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 as on 31st March 2014 and of the Profit & Loss Account of the company for the year ended on that date.

3) The Company has 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.

4) These Accounts have been prepared on a going concern basis.

6. Particulars of Employees:

None of the employees of the Company was in receipt of remuneration up to or in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 2011 for the year ended 31st March, 2014.

7. Fixed Deposits:

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975, was outstanding as on the date of the Balance Sheet.

8. Listing of Shares:

The Equity Shares of the Company continues to be listed on Bombay Stock Exchange Limited.

9. Management Discussion and Analysis Report:

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchanges is given as a separate statement in the Annual Report.

10. Corporate Governance:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliances with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached to the Report on Corporate Governance.

11. Auditors:

M/s. DMKH & Co., Chartered Accountants, retire as the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

M/s. DMKH & Co., Chartered Accountants have confirmed that their re- appointment, if made would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for re- appointment.

The Board has recommended their re- appointment and they will hold the office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

Auditors Report: Auditors Report as issued by M/s. DMKH & Co., Chartered Accountants is self explanatory and need not calls for any explanation by your Board.

12. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo:

Particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange & Outgo pursuant Section 271 (i) (e) read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1986, and particulars of employees pursuant to Section 271 (2A) read with Companies (Particulars of Employees) Rules, 1975 of the Companies Act, 1956 is set out hereunder:

Sr Particulars Disclosure No.

Conversation Your Company has continued to 1. of Energy accord priority to Conservation of and Power Energy and is continuing its efforts Consumption to utilize Energy more efficiently.

Technology Your Company has not absorbed Absorption or Imported any Technology and 2. and Research no research & development work & is carried out. Development us$ Exports 150760.42 3 Foreign Earnings of Rs. Exchange goods 731,006,101

Outgo Nil Nil

13. Green Initiatives:

As part of the Green Initiative in Corporate Governance, the Ministry of Corporate Affairs ("MCA"), Government of India, through its Circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send official documents through electronic mode.

Electronic copies of the Annual Report and Notice of the 30th Annual General Meeting are sent to all members whose email addresses are registered with the Company/Depository Participant(s) for communication purposes. For members who have not registered their email addresses, physical copies of the Notice and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

14. E-voting:

In compliance with the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rule, 2014, your company is pleased to provide members facility to exercise their right to vote at the 30th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by Central Depository Services (India) Limited. (The instructions for members for e-voting is provided in the notes to Notice of the AGM).

15. Board Committees:

In compliance with both the mandatory and non mandatory requirements under the Listing Agreements and the applicable laws, the Board has maintained the following Committees:

i) Audit Committee

ii) Nomination & Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

16. Acknowledgements:

Your Directors thanks the members for their co-operation, support and also wish to record the appreciation for the services and sincere efforts of the Employees, Bankers, Registrar and Share Transfer Agents of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/- Hitesh M. Jain Manish Shah Whole Time Director Managing Director (DIN No. 05263120) (DIN No. 01953772)

Place: Mumbai Date : 14th August, 2014.

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Mar 31, 2013

The Directors present the 29th Annual Report on the business operations of the Company along with the Statement of Audited Accounts for the year ended March 31, 2013.

1. FINANCIAL RESULTS

Rs. In Lacs Particulars 31.03.2013 31.03.2012

Total Income 11051.66 11745.65

Profit Before Tax 5.20 147.19

Provision for Tax

-Current Tax 1.72 42.00

-Deferred Tax (0.55) (0.20)

-Previous year adjustment - (0.74)

Profit after Tax 4.03 106.14

2. DIVIDEND

Your Directors are unable to recommend payment of dividend on equity share capital for the year ended 31st March, 2013.

3. TURNOVER & PROFITS

The Directors wish to inform you that, during the financial year ended March 31, 2013 the sales and other income stood at rs. 11,051.66 Lacs to rs. 11,745.65 Lacs. The Net profit after tax stood at rs. 4.03 lacs as against rs. 106.14 lacs in the previous year.

4. BOARD OF DIRECTORS

During the year under review, there have been changes in the Management of the Company as mentioned below:

Mr. Kumarpal Punamiya tendered his resignation as a Whole Time Director of the Company w.e.f. October 30, 2012. The Board places on records its sincere appreciation for the valuable services rendered by Mr. Kumarpal Punamiya during his Tenure.

Mr. Vishal Gohil was appointed as Additional Director designated as Whole Time Director on October 30, 2012 subject to approval of Members in the ensuing Annual General Meeting.

Mr. Ashokaditya Dhurandhar was appointed as Additional Director and holds office up to the ensuing Annual General Meeting. The resolution for his appointment as a Director is being moved at the ensuing Annual General Meeting.

Ms. Damodar Hari Pai retires by rotation as a Director at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Ms. Ravikant Chaturvedi retires by rotation as a Director at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Pursuant to Clause 49 of the Listing Agreement, the detailed profiles of the Directors seeking appointment and re-appointment are provided in the Notice convening the Annual General Meeting.

5. Appointment of Company Secretary and Compliance Officer:

Mrs. Shweta Agrawal, resigned as Company Secretary & Compliance officer on February 13th 2013. As required under Section 383A of the Companies Act, 1956, read with the provisions of Stock Exchanges, Ms. Siddhi Patil, an Associate Member of the Institute of Company Secretaries of India, New Delhi was appointed as the Company Secretary and Compliance Officer of the Company on February 13th 2013.

6. EMPLOYEES

The Company has no employees in the category specified under Section 217(2A) of the Companies Act, 1956.

7. DEPOSITS FOR PUBLIC

The Company has not raised any deposits from public during the year under review.

8. LISTING

The shares of the Company are listed on the Bombay Stock Exchange Limited. The Company has paid the annual listing fees to the BSE for the year 2012-2013.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchange is given as a separate statement in the Annual Report.

10. Corporate Governance:

The Company has taken steps to comply with the mandatory provisions of Clause 49 of the Listing Agreement and a separate report on Corporate Governance is enclosed.

Further, due to change in the Management of the Company the following Committees were reconstituted viz. Audit Committee and Shareholders'' Cum Investors'' Grievance Committees.

Re-constitution of Audit Committee:

Ms. Manisha Anand Chairperson, Independent & Non Executive

Mr. Damodar Hari Pai Member, Independent & Non Executive

*Mr. Hitesh Jain Member, Whole time Director

**Mr. Kumarpal Member, Whole Time Punamiya Director

Re-constitution of Shareholders'' Cum Investors'' Grievance Committee:

Ms. Manisha Anand Chairperson, Independent & Non Executive

Mr. Damodar Hari Pai Member, Independent & Non Executive

*Mr.Hitesh Jain Member, Whole Time Director

**Mr. Kumarpal Member, Whole Time Punamiya Director

*Appointed as a Member of Audit Committee and Shareholders cum

Investors Grievance Committee w.e.f. 30/10/2012.

**Ceased to be a Member of Audit Committee and Shareholders cum Investors Grievance Committee w.e.f. 30/10/2012.

11. Auditors:

M/s. DMKH & Co., Chartered Accountants, retire as the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the retiring auditors to the effect that their reappointment, if made, will be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956.

The Board has recommended their re-appointment. Auditors Report: Auditors Report as issued by M/s. DMKH & Co., Chartered Accountants is self explanatory and need not call for any explanation by your Board.

12. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo:

Considering the nature of activities of the company, the information required to be disclosed pursuant to Section - 217(1)(e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption do not apply to the Company. Hence, no comment is being made on energy conservation. There is no foreign technology involved/absorbed. During the year under review, the company has not earned or spent any foreign exchange.

13. Directors'' Responsibility Statement:

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

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

(ii) The Company has 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 as on 31st March 2013 and of the Profit & Loss Account of the company for the year ended on that date.

(iii) The Company has 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.

(iv) These Accounts have been prepared on a going concern basis.

14. Acknowledgements:

Your Directors greatly appreciate the co-operation and support of Shareholders and Employees for reposing their faith in us and motivating us to excel in all facets of our Business.

Sd/- Sd/-

Hitesh M. Jain Manish Shah

Whole-Time- Director Managing Director

Place : Mumbai

Date : 14th August, 2013.

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Mar 31, 2012

The have pleasure in presenting the 28th Annual Report on the business operations of the Company along with the Statement of Audited Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

Rs.In Lacs

Particulars 31.03.2012 31.03.2011

Total Income 11745.65 6504.18

Profit Before Tax 147.19 70.48

Provision for Tax

-Current Tax 42.00 10.25

-Deferred Tax (0.20) (0.10)

-Previous year adjustment (0.74) -

Profit after Tax 106.14 60.34

2. DIVIDEND

Your Directors are unable to recommend payment of dividend on equity share capital for the year ended 31st March, 2012.

3. TURNOVER & PROFITS

The Directors wish to inform you that during the financial year ended 31st March, 2012 the sales and other income increased from ? 6504.18 lacs to ? 11745.65 lacs. The Net profit after tax stood at ? 106.14 lacs as against ^ 60.34 lacs in the previous year.

4. BOARD OF DIRECTORS

During the year under review, there have been changes in the Management of the Company as mentioned below:

Mr. Manoj Babulal Punamiya tendered his resignation as a Managing Director of the Company w.e.f. 16th February, 2012. Board places on records its sincere appreciation for the valuable services rendered by Mr. Manoj Babulal Punamiya during his Tenure.

Mr. Manish Navnitbhai Shah was appointed as an Additional Director designated as Managing Director on 24th February, 2012 subject to approval of Members in the forthcoming Annual General Meeting.

Ms. Manisha Anand retires by rotation as a Director at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

Mr. Ravi Kant Chaturvedi and Mr. Hitesh Jain were appointed as Additional Directors and hold office up to the ensuing Annual General Meeting. The resolution for his appointment as a Director is being moved at the ensuing Annual General Meeting. Pursuant to clause 49 of the Listing Agreement, the detailed profiles of the Directors seeking appointment and re-appointment are provided in the Notice convening the Annual General Meeting.

5. INSPECTION UNDER SECTION 209A OF THE COMPANIES ACT

Inspection under Section 209 A of the Companies Act, 1956 has been carried out by the office of Ministry of Corporate Affairs. No irregularities other than of a compoundable nature have been observed by the Inspecting authority. Your Company is in the process of filing compounding applications with the Authorities against the observations/remarks of the Inspecting authority.

6. EMPLOYEES

The Company has no employees in the category specified under Section 217(2A) of the Companies Act, 1956.

7. DEPOSITS FOR PUBLIC

The Company has not raised any deposits from public during the year under review.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchanges is given as a separate statement in the Annual Report.

9. CORPORATE GOVERNANCE

The Company has taken steps to comply with the mandatory provisions of clause 49 of the Listing Agreement and a separate report on Corporate Governance is enclosed. Further due to change in the Management of the Company various committees of the Board of Directors are reconstituted as under:

Re-constitution of Audit Committee:

Ms. Manisha Anand

Chairperson, Independent & Non Executive

Mr. Kumarpal Punamiya

Member, Whole time Director

Mr. Damodar Hari Pai

Member, Independent & Non Executive

Re-constitution of Shareholders' Cum Investors' Grievance Committee:

Mr. Kumarpal Punamiya

Member, Whole time Director ,

Ms. Manisha Anand

Chairperson, Independent & Non Executive

Mr. Damodar Hari Pai

Member, Independent & Non Executive

Re-constitution of Remuneration Committee:

Ms. Manisha Anand

Chairperson, Independent & Non Executive

Mr. Damodar Hari Pai

Member, Independent & Non Executive

Mr. Ravikant Chaturvedi

Member, Independent & Non Executive

*Mr. Ravikant Chaturvedi was appointed as a member of the Remuneration Committee w.e.f 9th February, 2012.

10. AUDITORS

M/s. DMKH & Co., Chartered Accountants, retire as the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the retiring auditors to the effect that their reappointment, if made, will be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956.

The Board has recommended their re-appointment.

Auditors Report: Auditors Report as issued by M/s. DMKH & Co., Chartered Accountants is self explanatory and need not calls for any explanation by your Board.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Considering the nature of activities of the company, the information required to be disclosed pursuant to

Section - 217(l)[e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption do not apply to the Company. Hence no comment is being made on energy conservation. There is no foreign technology involved/absorbed. During the year under review, the Company has not earned or spent any foreign exchange.

12. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

(i> In terms of Section 217(2AA] of the Companies Act, 1956, your Directors state that: In the preparation of the annual accounts, all the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Company has 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 as on 31st March 2012 and of the Profit & Loss Account of the company for the year ended on that date.

(iii) The Company has 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.

(iv) These Accounts have been prepared on a going concern basis.

12. ACKNOWLEDGEMENTS

Yours Directors greatly appreciate the co-operation and support of Shareholders and Employees for reposing their faith in us and motivating us to excel in all facets of our Business.

For and on behalf of the Board of Directors

Sd/- Sd/-

Hitesh M. Jain Kumarpal Punamiya

Whole-time-Director Whole-time-Director

Place: Mumbai

Date :8th August, 2012.

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Mar 31, 2010

The Directors hereby present their report on the operations of the Company and its financial results for the year ended March 31,2010.

1. Financial Results

(Rupees in lacs)

Particluars Standlone Consolidated

31.03.2010 31.03.2009 31.03.2010

Total Income 1356.72 35.94 1430.49

Profit before Tax 45.52 11.12 45.43

Provision for Tax

-Current Tax 15.24 1.61 15.24

-Deferred Tax (0.73) 1.72 (0.64)

Profit after Tax 31.01 7.40 30.83

Less: Minority interest - - (0.01)

Profit attributable to group - - 30.84

2. Dividend:

The Directors of the Company do not recommend dividend for the year under review due to future expansion plans.

3. Operations:

During the year under review, the Company has earned Net Profit after Tax to the tune of Rs.31.01 lacs as against Net Profit incurred to the tune of Rs.7.40 lacs for the corresponding previous financial year.

4. Directors:

During the year under review, there has been change in the Management of the Company as mentioned below:

Mr. Manoj Kumar Punamiya, was appointed as Managing Director on 02/09/2009.

Mr. Kumarpal Javerchand Punamiya was appointed as Director on 10/02/2010 to fill in the casual vacancy occurred due to resignation of Mr. Kailash Shriram Agarwal.

Mr. Damodar Hari Pai was appointed as an Additional Director on 19/03/2010 and company has received notice u/s 257 of the Companies Act, 1956 proposing his candidature for reappointment subject to members approval at the forthcoming annual general meeting.

5. Amalgamation

Pursuant to order dated July 16, 2010 of Honble Mumbai High Court, Luxury Exports Private >, Limited has been amalgamated with the Company with April 1, 2009 as appointed date. DetaikiQ of the scheme have been disclosed in Note no 1 of Schedule 16 to the Accounts in the annual report.

Consequently, Balaji Corporation Private Limited which was a subsidiary of erstwhile Luxury Exports Private Limited has become a subsidiary of our company and accordingly Statement u/s 212 of the Companies Act, 1956 is enclosed to the accounts.

6. Preferential Issue

During the year under review the company has allotted 73,00,000 new Equity Shares through the Postal Ballot under section 81(1A) and other applicable provision of The Company Act, 1956. These shares were successfully listed on October 23, 2009.

7. Employees:

The Company has no employees in the category specified under Section 217(2A) of the Companies Act, 1956.

8. Deposits from Public:

The Company has not raised any deposits from public during the year under review.

9. Corporate Governance:

A report on Corporate Governance is enclosed herewith. Further due to change in the Management of the Company various committees of the Board of Directors are reconstituted as under:

Re-constitution of Audit Committee:

Mr. Nitin Rathod - Chairman, Independent & Non Executive

Mr. Kumarpal Punamiya - Member, Independent & Non Executive

Mr. Damodar Hari Pai -Member, Independent & Non Executive

Re-constitution of Shareholders Cum Investors Grievance Committee:

Mr. Kumarpal Punamiya - Chairman, Independent & Non Executive

Mr. Nitin Rathod - Member, Independent & Non Executive

Mr. Damodar Hari Pai -Member, Independent & Non Executive

Re-constitution of Remuneration Committee:

Mr. Nitin Rathod - Chairman, Independent & Non Executive

Mr. Kumarpal Punamiya - Member, Independent & Non Executive

Mr. Damodar Hari Pai -Member, Non Executive

10. Auditors:

M/s. Durgesh Kabra & Co., Chartered Accountants, Auditors of the Company do not seek their re-appointment as Statutory Auditor of the company. Further, company has approached and received consent from DMKH & CO to act as Statutory Auditor of the company, subject to approval of members at the forthcoming AGM.

Auditors Report: Auditors Report as issued by M/s. Durgesh Kabra & Co., Chartered Accountants is self explanatory and need not calls for any explanation by your Board.

11. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo:

Considering the nature of activities of the company, the information required to be disclosed pursuant to Section - 217(1) (e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption do not apply to the Company. Hence no comment is being made on energy conservation. There is no foreign technology involved/absorbed. During die year under review, the company has not earned or spent any foreign exchange.

12. Directors Responsibility Statement:

In terms of Section 217(2 AA) of the Companies Act, 1956, your Directors state that:

(i) In the preparation of me annual accounts, all the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Company has selected such accounting policies and applied them consistently and made judgments and estimates mat are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2010 and of the Profit & Loss Account of me company for the year ended on that date.

(iii)The Company has 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.

(iv) These Accounts have been prepared on a going concern basis.

13. Acknowledgements:

Your Directors greatly appreciate the co-operation and support of Shareholders and Employees of the Company.

For and On behalf of the Board of Directors

Place: Mumbai Nitin Rathod Kumar Pal Punamiya

Date: October 6,2010 Director Director