Directors Report of Rajoo Engineers Ltd.

Mar 31, 2018

To,

The Members,

The Directors are pleased to present the 31st Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March, 2018.

FINANCIAL PERFORMANCE SUMMARY:

The summarized financial highlights is depicted below:

	Standalone		Consolidated (Rs. In Lakhs)
Particulars	2017-18	2016-17	2017-18	2016-17
OPERATING RESULTS
Sales & other income	14732.93	12115.34	16394.26	13452.11
Profit before interest & depreciation Less:	2193.62	1320.49	2418.53	1449.63
- Depreciation	278.09	247.57	280.54	253.77
- Interest	98.85	92.02	99.72	93.26
Net profit before taxation Less :	1816.68	980.90	2038.27	1102.60
- Taxation	410.77	330.73	468.36	369.82
- Deferred tax	199.98	23.53	200.80	23.01
Net profit after taxation	1205.94	626.64	1369.11	709.78
Add : Profit & loss account balance brought forward	2787.91	2161.27	3026.47	2316.69
Add : Prior Year’s Adjustment (Dividend Paid of Last Year)	(1 77.62)	0.00	(236.59)	0.00
Amount available for appropriation	3816.23	2787.91	4158.99	3026.47
Proposed Dividend	0.00	145.08	0.00	206.55
Dividend tax	0.00	29.53	0.00	30.04
Dividend tax Transfer to General Reserve	0.00	0.00	0.00	0.00
Depreciation Adjustment	0.00	0.00	0.00	0.00
Balance carried to Balance sheet	3816.23	2599.05	4158.99	2789.88

The financial result of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) w.e.f. 1st April.2017. Consequently, the results for the previous period have also been restated as per IND AS

There are no material changes and commitments affecting thefinancial position of the company between the end of the financial year and the date of this report.

PERFORMANCE OF YOUR COMPANY

- Revenue from operations was Rs. 146.51 crorein FY18 as against Rs. 120.30crorein FY17, YoY growth of 21.79%

- EBITDA (excluding other income) stood at Rs. 21.93 crorein FY18 as against Rs. 12.37 crorein FY17, YoY growth of 77.28%.

- Profit After Tax was at Rs. 12.06 crorein FY18 as against Rs. 6.27 crorein FY17, YoY growth of 92.34%

- EPS grew by 87.96% to Rs. 2.03 in FY18from Rs. 1.08 in FY17

DIVIDEND

The Board of Directors is pleased to recommend a dividend of Re.0.25 per share (i.e. 25%) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting. The dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 185.05 lakhs including dividend distribution tax.

SHARE CAPITAL

During the year under review, the Company has issued and allotted 35,00,000 Convertible Warrants (convertible in to equivalent number of Equity Shares of Re. 1/- each, within 18 months from the date of allotment, in one or more tranches) at issue price of Rs. 19.10/- per Warrant (including Rs. 18.10 as Security Premium) on Preferential allotment basis to the Promoters and Individuals other than Promoters.

The purpose of the funds so received by this preferential issue is to meet its working capital requirements for its existing as well as new growth opportunities as explained in the EGM Notice sent to the members for their approval.

The conversion of the warrants so issued & allotment of equity Shares took place in 2 tranches as under:

Sr. No.	Date of Conversion	No. of Securities
1	21st August, 2017	10,00,000 EquityShares of Re. 1/-
2	18th December, 2017	25,00,000 EquityShares of Re. 1/-

Accordingly, consequent upon the conversion, the paid-up equity share capital of the Company stands at Rs. 6,15,30,750/- divided in to 6,15,30,750 Equity Shares of Re. l/-each.

LISTING

The Equity Shares of the Company continue to remain listed on the Bombay Stock Exchange Limited.

FIXED DEPOSIT

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed there under.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Particulars of loans, guarantees and Investments have been disclosed in the Financial Statements.

SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 joint venture with Bausano Holdings SRL, Italy under the name of Rajoo Bausano Extrusion Private Limited to manufacture and market pipe and profile extrusion lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoo’s best in class infrastructure and Bausano’s sublime pioneering technology, availability of indigenous raw material and access to the latest technology. Through this unique Joint Venture, customers are offered world class technological products at affordable price levels.

The Consolidated Financial Statement of the Company along with its Associates (Rajoo Bausano Extrusion Private Limited) prepared for the year 2017-18 forms part of this Annual Report.

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per Companies act, 2013 is provided in Annexure I.

The Company does not have any subsidiary as on reporting date. During the year under review, company does not have become or ceased to be Companys subsidiaries, joint ventures or associate companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149,152 and other applicable provisions of the Companies Act, 2013 Ms. Khushboo Chandrakant Doshi and Mr. Sunil Jain retire by rotation and being eligible has offered themselves for re-appointment. Brief particulars of Ms. Khushboo Chandrakant Doshi and Mr. Sunil Jain and their expertise in various functional areas is given in the Notice convening the Annual General Meeting.

During theyear, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of all the Directors proposed to be appointed/re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

During the year Mr. Utsav K. Doshi is appointed as Whole Time Director of the Companyforfive years commencing from01.07.2017. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to 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 for the financial year ended March 31,2018, the applicable accounting standards have been followed and 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 financial year and of the profit of the Companyforthat period:

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) the directors had prepared the annual accounts on a going concern basis:

(v) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively:

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year2017-18.

NUMBER OF MEETINGS OF THE BOARD

Twenty One meetings of the board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms the part of this report.

INDEPENDENT DIRECTORS’ MEETING AND FAMILARISATION PROGRAMME

The Independent Directors met on 23rd March, 2018 without attendance of Non-Independent Directors and members of the Management. The independent Directors reviewed the performance of non-independent directors and the Board as a whole: the performance of the Chairperson of the Company, taking in to account the views of the Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The details of the program for familiarization of the Independent Directors of the Company are available on the Companys website www.raioo.com

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the Directors and also committees of the Board based on the guidelines formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions where some of the parameters considered during the evaluation process.

A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

POLICYON DIRECTORS’APPOINTMENT AND REMUNERATION

The Companys policy on Directors’ appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 is made available on the Companys website www.raioo.com

BOARD COMMITTEES

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in Corporate Governance Report. The Annual Report on CSR Activities in prescribed format is enclosed in Annexure II of this report. The policy is available on thewebsiteoftheCompanyat http://www.raioo.com/csr.html.

CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Separate report on Corporate Governance compliance and Management and Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with Compliance Certificate from Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

RISK MANAGEMENT

Your Company recognizes that Risk as an integral part of business and is committed to minimizing the risk in a pro-active and efficient manner. More details on risk management are covered in the Management Discussion and Analysis forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its Business, including adherence to the Companys policies, Safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosure.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

DISCLOSURE UNDER THESEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSALJACT, 2013.

At Rajoo, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, color, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Rajoo, every individual is expected to treat his/her colleagues with respect and dignity. Whistle Blower Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system.

The Company also has in place ‘Prevention of Sexual Harassment Policy’. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered underthis policy.

An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year:

No. of complaints received: Nil No. of complaints disposed off: NA EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 the extract of annual return is given in Annexure IV in the prescribed Form MGT-9, which forms part of this report.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at http://www.raioo.com/investorszone.html. The Policy intends to ensure that proper reporting: approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length.

All contracts/arrangements/transactions entered by the Company during the financial year with the related parties were in ordinary course of business and on an arm’s length basis. Your Company had not entered in to any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in FormAOC-2 is not applicable.

SIGNIFICANT AND MATERIAL ORDER

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future for theyear under review

INSURANCE

Your Company has taken appropriate insurance for all the assets against foreseeable perils.

AUDITORS & AUDITORS REPORT

Board of Directors at their meeting held on 30th April, 2018, on the recommendation of the Audit Committee appointed M/s. Pankaj KShah Associates, Chartered Accountants, Ahmedabad having Firm Registration No. 107352(W) to fill the casual vacancy created due to resignation of M/s. N. R. Dhaduk & Co., Chartered Accountants subject to the approval of members at the Extra ordinary General Meeting. Extra ordinary General Meeting was held on 29th July, 2018 were members approved the Appointment of M/s. Pankaj K. Shah Associates, Chartered Accountants as Statutory Auditors of the Company to hold the office from 30th April, 2018 until the conclusion of 31 st Annual General Meeting of the Company. Further, the Company has proposed their appointment in the item number 5 of the notice, for the period of 5 (five) years subject to the ratification by the members at every Annual General Meeting.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has M/s. MaulikSheth & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report is annexed as Annexure - V. there were no qualifications, reservations or adverse remarks given by Secretarial Auditor of the Company.

COST AUDIT REPORT

Your Company has appointed M/s. Shailesh Thaker & Associates, Practicing Cost Accountants to conduct audit of the cost records of the Company for the year ended 31st March, 2019. The Cost Audit Report for the year 2016-17 was filed before the due date with the Ministry of Corporate Affairs.

PARTICULARS OF EMPLOYEES

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III and forms a part of this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

At the core of our success are our people. We do not view our employees as ‘resources’; we consider them our most valuable assets, and have been working towards keeping them Engaged and Inspired. At Rajoo, we believe that Engaged and Inspired employees are more satisfied with their work, tend to stay longer, and are more productive and committed.

We aim to be an employer of choice for both our current and future employees. Our employees are the foundation of our success, and we believe in sharing our success with them.

We have also taken several steps towards encouraging women and enhancing workforce diversity through our initiatives on work-life flexibility.

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

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

1. Conservation of energy

(a) Energyconservation measurestaken:

Your Company continually took necessary steps to absorb and adopt the latest technologies and innovations in the Plastic Manufacturing Machines Industry. All machinery and equipment are continuously serviced, updated and overhauled in order to maintain them in good condition. This resulted in consumption of lesser energy consumption.

Energy audits and inter unit studies are carried out on a regular basis for taking steps for reduction of the energy consumption.

Your Company has installed energy efficient LED Lights in factory building, Administrative offices, street lights, siding locations.

(b) Steps taken by the Company for utilizing alternate sources of Energy:

As part of its long term sustainability plan, the Company has initiated various steps towards utilizing alternate source/renewable source of energy:

- The company has installed and commissioned 304.64 KW (DC) capacity Solar Power Plant on 11-05-2018 in the state of Gujarat at Village HADAMTADA, Taluka Kotda-Sangani, District Rajkot.

- All efforts are made to use more natural lights in offices/Factory/stores premises to optimize the consumption of energy.

(c) The capital investment on energy conservation equipment:

During the year, the Company has invested as capital investment on energy conservation equipment by installing Solar Power Plant.

2.Technology absorption

(a) Efforts made in the technology absorption:

- During the year under review your company has implemented ERP System/SAP-S4HANA.

- The Company has added new, high technologically advanced 5 axis machine tools from leading German manufacturers These machine tools employ precise machining technology to produce extremely high-quality components. The digitally designed complex components are seamlessly transposed to these machine tools, eliminating the need for human intervention.

- The four New 5 axis machines from Germany & Italy have raised the bar of precision and quality in manufacturing with increased capacity. Deployment of these latest machining technologies and techniques has empowered the Company to only further the customer satisfaction to greater heights.

- The Company has technical collaboration with Commodore LLC., USA, Bausano & Figli, Italy and MEAF Machines B.V. of Netherlands are strategic partners.

- CCTV installation at various locations in plant and office premises and monitoring through central security control room.

(b) Benefits derived like product improvement, cost reduction, product development or import substitution:

Due to integrated facility and infusion of new technology, the Company is in position to offer most energy efficient products to consumers.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No Technology was imported for conservation of energy.

4. Expenditure on R&D:

APPRECIATION:

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Date: 27/05/2018 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot Rajoo Engineers Limited

(R. N. DOSHI)

Chairman & Managing Director

(DIN:DIN:00026140)

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Mar 31, 2016

To the Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS:

Your Company''s performance for the year ended on 31st March, 2016 is summarized as under

	Standalone
Particulars	2016		2015
Sales & other income	10701.79	11719.27
Profit before interest & depreciation	1000.87	1079.46
Less :
- Depreciation	255.71	284.27
- Interest	44.40	21.15
Net profit before taxation	700.75	774.04
Less :
- Taxation	267.94	269.60
- Wealth Tax	0.00	1.56
- Deferred tax	(24.80)	(21.09)
Net profit after taxation	457.61	523.96
Add : Profit & loss account	1849.66	1555.32
balance brought forward	0.00	0.00
Amount available for appropriation	2307.27	2079.28
Proposed Dividend	145.08	145.08
Dividend tax	29.53	29.01
Transfer to General Reserve	0.00	35.00
Depreciation Adjustment	0.00	20.53
Balance carried to Balance sheet	2132.66	1849.66

DIVIDEND

It is decided by the Board that the Interim Dividend of Re. 0.25/- per Equity Share of Rs.1/- each fully paid up declared and paid on 13th March, 2016 for the financial year 2015-16 be considered as final dividend for Financial year 2015-16.

SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 joint venture with Bausano Holdings SRL, Italy under the name of Rajoo Bausano Extrusion Private Limited to manufacture and market pipe and profile extrusion lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoo''s best in class infrastructure and Bausano''s sublime pioneering technology, availability of indigenous raw material and access to the latest technology. Through this unique Joint Venture, customers are offered world class technological products at affordable price levels.

The Consolidated Financial Statement of the Company along with its Associates (Rajoo Bausano Extrusion Private Limited) prepared for the year 2015-16 in accordance with relevant Accounting Standard issued by Institute of Chartered Accountant of India forms part of this Annual Report.

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per Companies act, 2013 is provided in Annexure I.

The Company does not have any subsidiary as on reporting date. During the year under review, companies does not have become or ceased to be Company''s subsidiaries, joint ventures or associate companies.

BOARD''S RESPONSIBILITY STATEMENT

Pursuant to 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 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 financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 such internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Companies Act, 2013 Ms. Khushboo Chandrakant Doshi retires by rotation and being eligible has offered herself for re-appointment. Brief particulars of Ms. Khushboo Chandrakant Doshi, her expertise in various functional areas is given in the Notice conveying the Annual General Meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Mr. Laxman Rudabhai Ajagiya was appointed as Additional Director with effect from May 13, 2016 in the category of Non-Executive Independent Director. The resolution seeking approval of the Members for appointment of Mr. Laxman Rudabhai Ajagiya have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with the brief details about him.

Mr. Utsav Kishorbhai Doshi was appointed as Additional Director with effect from May 13, 2016 in the category of Executive Director. The resolution seeking approval of the Members for appointment of Mr. Utsav Kishorbhai Doshi have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with the brief details about him.

Mr. Kishor Ratilal Doshi (Independent Director) resigned as Director with effect from 04.04.2015. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Kishor Ratilal Doshi.

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of all the Directors proposed to be appointed/re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

NUMBER OF MEETINGS OF THE BOARD

Fifteen meetings of the board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms the part of this report.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

COMMITTEES OF THE BOARD

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

DECLARATION BY INDEPENDENT DIRECTORS

The Company had received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRAINING OF INDEPENDENT DIRECTORS

Every new Independent Director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of your Company, the executive Directors/ Senior Managerial personnel make presentations to the inductees about the Company''s strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its Business, including adherence to the Company''s policies, Safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosure.

CORPORATE GOVERNANCE

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. REL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company is annexed to this Report.

AUDITORS

M/s. M. N. Manvar & Co., Chartered Accountants (Firm Registration No: 106047W), and Statutory Auditors of the Company will retire at this Annual General Meeting, and are eligible for reappointment. In accordance with the Companies Act 2013, it is proposed to re-appoint them as Auditors for the financial year 2016-17 from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, subject to the approval of shareholders.

Your Board of Directors recommended their appointment as Independent Statutory for the Financial Year 2016-17.

AUDITORS REPORT AND SECRETARIAL AUDITORS'' REPORT

The auditors'' report and secretarial auditors'' report does not contain any qualifications, reservations or adverse remarks. A detailed report of the secretarial auditor is annexed herewith, which forms part of this report.

RISK MANAGEMENT

Management and Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in separate section forming part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Particulars of loans, guarantees and Investments have been disclosed in the Financial Statements.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at http://www.rajoo.com/investorszone.html. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length.

All contracts/arrangements/transactions entered by the Company during the Financial year with the related parties were in ordinary course of business and on an arm''s length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always been undertaking CSR activities on a significant scale upholding the belief that corporate have a special and continuing responsibility towards social development.

The vision of Rajoo Group''s CSR activities to make sustainable impact on the human development of under-served communities through initiatives in Education, Health and Livelihoods has been formally codified with the constitution of a dedicated Corporate Social Responsibility Committee of the Board on 30th May, 2014 by the Board of Directors of the Company with the imminent notification of section 135 of the Companies Act, 2013 and Rules framed there under.

Initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at http://www.rajoo.com/csr.html.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human Resources Management at Rajoo goes beyond the set boundaries of compensation, performance reviews and development. We look at the employee''s entire lifecycle, to ensure timely interventions that help build a long lasting and fruit full career. With this in mind, we initiated several positive changes in our HR practice this year.

The Company''s HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity: to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: http://www.rajoo.com/pdf/Whistle_Blower_Policy.pdf).

PARTICULARS OF EMPLOYEES

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV and forms a part of this report.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under for prevention and redressal of complaints of sexual harassment at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy). There was no compliant received from any employee during the financial year 201516 and hence no complaint is outstanding as on 31.03.2016 for redressal.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

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

1. Consumption & Conservation of energy

(a) Energy conservation measures taken:

Continuous efforts are being made by the production team for conservation of energy. Regular energy audits are being carried out by independent agencies and utmost care is taken in implementing their recommendations although the actual benefit in terms of energy saved cannot be measured.

(b) No investment has taken place during the year under report specifically to reduce or monitor energy consumption.

(c) Impact of measures (a) above for reduction of energy consumption is likely to result in reduction of cost of production.

2. Technology absorption

(a) Efforts made in the technology absorption :

In terms of the technical collaboration with Commodore of USA and Hosokawa Alpine of Germany, we have been able to absorb and indigenize the technology for producing machines for manufacture of foamed polystyrene products through the process of tandem extrusion and vacuum forming and also multilayer blown film lines. All the drawings and process know-how has been fully absorbed by various departments of the Company. This has resulted in significant increase in sales of extrusion machines and thermo formers.

(b) Future plan of action:

We are making continuous efforts in developing more energy efficient machines with updated technology; energy forms the second largest cost component in producing plastic films and sheets. We are also in the process of exploring joint ventures and technical collaborations with reputed overseas manufacturers for upgrading and adopting higher level of technology at affordable prices.

3. Foreign Exchange earnings and outgo

(Rs. in lacs)

Particulars	F.Y. 2015-16	F.Y. 2014-15
Foreign Exchange earned	3555.99	2548.56
Foreign Exchange used	1059.26	1197.10

APPRECIATION:

Your directors express their appreciation for the assistance and co-operation received from the share-holders, customers, bankers, government authorities, stock exchanges, suppliers, agents and business associates at various levels during the year under review. Your directors also wish to place on record their appreciation for the committed and dedicated services of company''s executives, staff and workman.

Date: 30/05/2016 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot Rajoo Engineers Limited

(R. N. DOSHI)

Chairman & Managing Director

(DIN: 00026140)

---

Mar 31, 2013

To, The Members of Rajoo Engineers Ltd.

Manavadar

The Directors are pleased to present their Twenty Sixth Annual Report for the year ended on 31st March, 2013.

Financial Results

Your Company''s performance for the year ended on 31st March, 2013 is summarized as under:

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

Sales & other income 9093.23 7895.58

Profit before interest & depreciation 551.21 718.05

Less :

- Depreciation 158.87 158.93

- Interest 138.53 155.79

Net profit before taxation 253.81 403.33

Less :

- Taxation 71.00 105.20

- Wealth Tax 0.43 0.41

- Deferred tax 13.05 18.52

Net profit after taxation 169.33 279.19

Add : Profit & loss account balance brought forward 1306.21 1194.77

Add : Prior Year''s Adjustment 7.90 0.00

Amount available for appropriation 1483.44 1473.96

Proposed Dividend 81.24 102.82

Dividend tax 13.81 16.68

Transfer to General Reserve 16.93 48.25

Balance carried to Balance sheet 1371.46 1306.21

Performance Review

During the year under Report, your Company has achieved domestic sales of Rs. 5662.16 lacs as against Rs. 3529.65 lacs during previous fiscal. Export sales have decreased to Rs. 3282.85 lacs from Rs. 4131.62 lacs of previous year. The aggregate sales and other income have increased by 15.17% to Rs. 9093.23 lacs from Rs. 7895.58 lacs of previous year 2011-12. The net profit of the Company has decreased to Rs. 169.33 lacs down by 39.35% against previous year. This is mainly due to fluctuation in foreign exchange rates on unexpected import of input/materials. Our major imports are in EURO and US Dollar. However, the management has already started to implement various measures including plan import and cover foreign remittances to reduce costs and improve realization as well as addition of new product line to increase, both the top line and bottom line.

Dividend

The Board of Directors is pleased to recommend a dividend of Re.0.14 per share (i.e. 14%) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting.

Merger

Members are aware that the Company had initiated process of merger of three private limited Companies, Hitesh Engineers Pvt. Ltd., Shruti Engineers Pvt. Ltd. and Vishwakarma Fabricators Pvt. Ltd. (Transferor Companies) with Rajoo Engineers Ltd (Transferee Company). During the year under Report, the Hon''ble High Court of Gujarat has sanctioned the Scheme of Arrangement vide its Order dated 30th November, 2012. The Orders have already been filed by respective Transferor Company and Transferee Company with the Registrar of Companies, Gujarat, and scheme has now came into effect.

Before merger, all three private limited Companies were manufacturing flat sheet dies, extruders, fabrication structure, multilayer dies, screen changers, take-off assembly, roll stack assembly, air rings, calibration baskets, and winder assembly to be used for plastic processing machineries. Rajoo will be able to cater all such parts & components in-house through manufacturing facilities present in three private limited companies. This will also help REL to lower its operational costs such as cost of raw material, cost of labour, and cost of other manufacturing & administrative expenses. This synergy will result in common utilization of resources of all four Companies such as administration and production facilities, marketing outlets, efficient workforce, management skills, liquidity etc.

Allotment Of Shares

Consequent to merger, the Company has made allotment of 2,13,10,000 equity shares Re. 1/- each aggregating to Rs. 2,13,10,000/- to the shareholders of Transferor Companies on 28th May, 2013. Now, the paid up share capital of the Company stands at Rs.5,80,30,750/- divided into 5,80,30,750 equity shares of Re. 1/- each.

Board''s Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That 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 accounting year and of the profit and loss account for that year;

c) That they 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 frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Trade Relations

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and all others associated with our Company. Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

Directors

Mr. Rajesh N. Doshi, Chairman & Managing Director, Mr. Mahasukh Mehta, Independent Director and Mr. Ramesh Shah, Independent Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Brief resume of these Directors, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Corporate Governance

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. REL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board.

Auditors

M/s. M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s. M N Manvar & Co., Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1B) of the Companies Act, 1956.

Cost Auditor

The Board of Directors pursuant to the Notification No. GSR 430 (E) dated 3rd June, 2011 issued by the Central Government under Section 233B of the Companies Act, 1956 (the Act) have appointed M/s. Shailesh Thaker & Associates as the Cost Auditors of the Company for the financial year ending on March 31, 2013 to carry out a Cost Audit of the cost accounting records maintained by your Company.

Compliance Certificate

Compliance Certificate as per proviso to Sec 383A of the Companies Act, 1956 is obtained from D. Panchamia & Associates, Practising Company Secretary.

Particulars Of Employees

There are no employees in the Company drawing remuneration more than Rs. 5 lacs per month or Rs. 60 lacs per annum [ in terms of the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st March, 2011, as notified by the Ministry of Corporate Affairs (MCA) read with clarification of the MCA issued on 3rd May, 2011]

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out by M/s. M N Manvar & Co, Chartered Accountants, & Statutory Auditors of the Company. The findings of the Secretarial Audit were satisfactory.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

Acknowledgement

Your Directors express their appreciation for the assistance and co-operation received from the share-holders, customers, bankers, government authorities, stock exchanges, suppliers, agents and business associates at various levels during the year under review. Your Directors also wish to place on record their appreciation for the committed and dedicated services of company''s executives, staff and workmen.

Date: 29/05/2013 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot (R. N. DOSHI)

Chairman & Managing Director

---

Mar 31, 2012

To, The Members of, Rajoo Engineers Ltd. Manavadar

The Directors are pleased to present their Twenty Fifth Annual Report for the year ended on 31st March, 2012,

FINANCIAL RESULTS:

Your Company's performance for the year ended on 31st March, 2012 is summarized as under:

(Rs. in lacs)

Particulars For the year ended on For the year ended on 31st March, 2012 31st March, 2011

Sales & other income 7951.44 7786.81

Profit before interest & depreciation 672.37 817.30

Less :

- Depreciation 159.68 163.07

- Interest 109.36 91.97

Net profit before taxation 403.33 562.25

Less :

- Taxation 105.20 155.27

- Wealth Tax 0.41 0.49

- Deferred tax 18.52 36.92

Net profit after taxation 279.19 369.57

Add : Profit & loss account balance brought forward 1194.77 975.09

Amount available for appropriation 1473.96 1344.66

Proposed Dividend 102.82 102.81

Dividend tax 16.68 17.08

Transfer to General Reserve 48.25 30.00

Balance carried to Balance sheet 1306.21 1194.77

Performance Review:

During the year under Report, your Company has achieved domestic sales of Rs. 3529.65 lacs against Rs. 4419.05 lacs during previous fiscal. However, export sales have increased to Rs. 4131.62 lacs from Rs. 3090.16 lacs of previous year. The aggregate sales and other income have marginally increased to Rs. 7951.44 lacs from Rs. 7786.81 lacs of previous year 2010-11. The net profit of the Company is decreased to Rs. 279.19 lacs down by 24.45% against previous year. The main reasons behind the decrease in profitability are increase in interest cost, reduction in realization due to competitive environment, labour charges and also due to loss from discontinuing operations of Wonderpack Division, Nashik . However, the management has already started to implement various measures to reduce costs as well as addition of new product line to increase profitability.

Dividend

The Board of Directors is pleased to recommend a dividend of Re.0.28 per share (i.e. 28%) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting,

Merger

During the year under review, the Company had initiated the process of merger of three private limited Companies, viz., Hitesh Engineers Pvt. Ltd., Shruti Engineers Pvt. Ltd. and Vishwakarma Fabricators Pvt. Ltd.(transferor Companies) with the Company. The Board of Directors of the Company has passed Resolution for approval of scheme of Merger. Subsequently, the Company has applied to the Bombay Stock Exchange Ltd (BSE), where shares of the Company are listed for approval of scheme of Merger in terms of Clause 24(f) of the Listing Agreement. The BSE has granted the approval to the Scheme vide letter No. DSC/AMAL/SR/24(f)/269/2010-11 dtd. 9th June, 2010, and subsequently, the Company has filed the merger application with the Hon'ble High Court of Gujarat. Upon instructions of the Court, the meetings of the Shareholders, Secured Creditors & Unsecured creditors of the Company were held on 7th September, 2010 and they have approved the scheme of merger. Subsequent to the Meetings, the Company has filed petition with the High Court of Gujarat and as on date of this report, the matter is pending with the Court.

Members are aware that Rajoo has a successful history of 25 years in the field of production of plastic processing machineries. Rajoo has strong marketing network spread across the country as well as marketing tie-ups in foreign countries.

All three private limited Companies are manufacturing dies, extruders, fabricated parts, die assembly, screen changers, take-off assembly, roll stack assembly, air rings, calibration baskets, and winder assembly to be used for plastic processing machineries.

Hence, after merger, Rajoo will be able to cater all such parts & components in-house through manufacturing facilities present in three private limited companies. Further, the post-merger synergy will help REL to bargain at various cost centers such as cost of raw material, cost of labour, and cost of other manufacturing & administrative expenses. The merger will also result in common utilization of resources of all four Companies such as administration and production facilities, marketing outlets, efficient workforce, management skills, liquidity etc.

In turn, the profitability of Rajoo is expected to be increased, and stakeholders of Rajoo will get benefit from growing profitability & higher efficiency.

Board's Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That 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 accounting year and of the profit and loss account for that year;

c) That they 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 frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Trade Relations

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and all others associated with our Company. Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

Directors

Mr. Sunil Jain, Mr. Amit R. Shah and Mr. Kishor R. Doshi, Directors of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Brief resume of these Directors, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Corporate Governance

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. REL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board,

Auditors

M/s. M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s. M N Manvar & Co., Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1B) of the Companies Act, 1956.

Particulars Of Employees

There are no employees in the Company drawing remuneration more than Rs. 5 lacs per month or Rs. 60 lacs per annum [ in terms of the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st March, 2011, as notified by the Ministry of Corporate Affairs (MCA) read with clarification of the MCA issued on 3rd May, 2011]

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out by M/s. M N Manvar & Co, Chartered Accountants, & Statutory Auditors of the Company. The findings of the Secretarial Audit were satisfactory.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

Acknowledgement

Your directors express their appreciation for the assistance and co-operation received from the share-holders, customers, bankers, government authorities, stock exchanges, suppliers, agents and business associates at various levels during the year under review. Your directors also wish to place on record their appreciation for the committed and dedicated services of company's executives, staff and workman

Date: 29/05/2012 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot

C. N. DOSHI

Chairman

---

Mar 31, 2011

The Members,

The Directors are pleased to present their Twenty Fourth Annual Report for the year ended on 31st March, 2011.

Financial Results:

Your Company's performance for the year ended on 31st March, 2011 is summarized as under:

(Rs. in lacs)

Particulars For the year ended on For the year ended on 31st March, 2011 31st March, 2010

Sales & other income 7786.81 7424.09

Profit before interest & depreciation 817.30 781.16

Less :

- Depreciation 163.07 117.37

- Interest 91.97 (17.67)

Net profit before taxation 562.25 681.46

Less :

- Taxation 155.27 192.28

- Wealth Tax 0.49 0.63

- Deferred tax 36.92 42.13

- Dividend tax 17.08 16.37

Net profit after taxation 352.49 430.05

Add : Profit & loss account balance brought forward 975.09 671.39

Amount available for appropriation 1327.58 1101.44 Proposed Dividend 102.81 96.35

Transfer to General Reserve 30.00 30.00

Balance carried to Balance sheet 1194.77 975.09

Performance Review

During the year under Report, your Company has achieved domestic sales of Rs. 4419.05 lacs against Rs.5572.52 lacs during previous fiscal. However, export sales have increased to Rs. 3090.16 lacs from Rs.1765.69 lacs in the previous year. The aggregate sales have marginally increased to Rs. 7786.81 lacs from Rs. 7424.09 lacs of previous year 2009-10. The net profit of the Company is decreased to Rs. 352.49 lacs down by 18% against previous year. The main reasons behind the decrease in profitability are increase in interest cost, business development expenses, and depreciation cost. However, the management has already started to implement various measures to reduce costs to increase profitability.

Dividend

The Board of Directors are pleased to recommend a dividend of Re.0.28 per share (i.e. 28 % ) on the paid up share capital of the Company, subject to approval of members in the ensuing Annual General Meeting.

Increase In Authorised Share Capital

Members are aware that the present authorised share capital of the Company is Rs. 5 crores and the paid up share capital of the Company is Rs. 3.67 crores. The Company is planning for expansion as well as takeover /acquisition of few businesses/companies. In this connection, the Company will require funds in various forms, including share capital and as such the Board of Directors of the Company thinks that the present authorised share capital of the Company is not sufficient to meet the future requirements of fresh induction of share capital in the Company. Further, Members are aware that the Company has filed petition with the Hon 'ble High Court of Gujarat for merger of Hitesh Engineers Pvt. Ltd., Shruti Engineers Pvt. Ltd. and

Vishwakarma Fabricators Pvt. Ltd, with the Company, and consequent to the merger, the Company has to issue 2,13,10,000 equity shares of Re. 1/- each to shareholders of transferor companies. Hence, it is proposed to increase the authorised share capital of the Company from Rs. 5,00,00,000 to Rs. 7,00,00,000. Consequently, Clause V of the Memorandum of Association of the Company also required to be altered to give effect of increased share capital.

Members are requested to pass the Resolution as an ordinary resolution. None of the Directors, is interested in this Resolution

Merger

During the year under review, the Company had initiated the process of merger of three private limited Companies, viz., Hitesh Engineers Pvt. Ltd., Shruti Engineers Pvt. Ltd. and Vishwakarma Fabricators Pvt. Ltd.(transferor Companies) with the Company. The Board of Directors of the Company has passed Resolution for approval of scheme of Merger. Subsequently, the Company has applied to the Bombay Stock Exchange Ltd (BSE), where shares of the Company are listed for approval of scheme of Merger in terms of Clause 24(f) of the Listing Agreement. The BSE has granted the approval to the Scheme vide letter No. DSC dtd. DSC/AMAL/SR/24(f)/269/2010-11 dtd. 9th June, 2010, and subsequently, the Company has filed Company Application with the Hon'ble High Court of Gujarat. Upon instructions of the Court, the meetings of the Shareholders, Secured Creditors & Unsecured creditors of the Company were held on 7th September, 2010 and they have approved the scheme of merger. Subsequent to the Meetings, the Company has filed petition with the High Court of Gujarat and as on date of this Report, the matter is pending with the Court.

Members are aware that Rajoo has successful history of more than 24 years in the field of production of plastic processing machineries. Rajoo has strong marketing network spread across the country as well as marketing tie-ups in foreign countries.

All three private limited Companies are manufacturing dies, extruders, fabricated parts, die assembly, screen changers, take- off assembly, roll stack assembly, air rings, calibration baskets, and winder assembly to be used for plastic processing machineries.

Hence, post-merger, Rajoo will be able to cater all such parts & components indigenously through manufacturing facilities present in three private limited companies. Further, the post-merger synergy will help REL to bargain at various cost centers such as cost of raw material, cost of labour, cost of other manufacturing & administrative expenses. The merger will also result in combination of resources of all four Companies such as production facilities, marketing outlets, efficient workforce, management skills, liquidity etc.

In turn, the profitability of Rajoo is expected to be increased, and stakeholders of Rajoo will get benefit from growing profitability & higher efficiency.

Board's Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That 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 accounting year and of the profit and loss account for that year;

c) That they 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 frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Trade Relations

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and all others associated with our Company. Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

Directors

Mr. Ramesh Shah, Mr. Mahasukh Mehta and Mrs Prabhaben Vaja, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Brief resume of these Directors, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Corporate Governance

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. REL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board.

Auditors

M/s. M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s. M N Manvar & Co., Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1B) of the Companies Act, 1956.

Particulars Of Employees

There are no employees in the Company drawing remuneration more than Rs. 5 lacs per month or Rs. 60 lacs per annum [ in terms of the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011 dated 31st March, 2011, as notified by the Ministry of Corporate Affairs (MCA) read with clarification of the MCA issued on 3rd May, 2011]

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out by M/s. M N Manvar & Co, Chartered Accountants, & Statutory Auditors of the Company. The findings of the Secretarial Audit were satisfactory.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

Acknowledgement

Your directors express their appreciation for the assistance and co-operation received from the share-holders, bankers, government authorities, stock exchanges, customers, suppliers, agents and business associates at various levels during the year under review. Your directors also wish to place on record their appreciation for the committed and dedicated services of company's executives, staff and workman.

Date: 30/05/2011 For and on behalf of the Board of Directors

Place: Veraval (Shapar), Rajkot

C. N. DOSHI Chairman

---

Mar 31, 2010

The Directors are pleased to present their Twenty Thired Annual Report for the year ended on 31st March, 2010.

Financial Results

Your Companys performance for the year ended on 31st March, 2010 is summarized as under:



(Rs, in lacs)

Particulars For the year ended on For the year ended on

31st March, 2010 31st March, 2009

Sales & other income 7432.09 4777.51

Profit before interest &

depreciation 781,15 580.86

Less ;

-Depreciation 117.37 80.31

-interest (17.67) 48,11

Net profit before taxation 681.45 482.44

Less :

-Taxation 192.28 168.49

- Wealth Tax 0.63 0.47

- Fringe benefit tax - 6,96

- Deferred tax 42.13 5,53

-Dividend tax 16,37 12,57

Net profit after

taxation 430.05 258.43

Add: Profit & loss account

balance brought forward 671.39 516,91

Amount available for

appropriation 1101,44 775.34

Proposed Dividend 96,35 73,94

Transfer to General Reserve 30,00 30,00

Balance carried to Balance sheet 975.09 671.39



Performance Review

During the year under Report your Company has achieved aggregate Sales to Rs. 7432.09 lac from Rs, 4777,51 lac in the previous year showing 56% rise. Domestic sales has increased to Rs 5576.70 lacs from Rs.2446.43 lacs during previous year showing 228% rise. The net profit of the Company has also increased to Rs, 430.05 lacs showing 66% rise as compared to previous year. Your Company has successfully implemented various cost reduction measures during the year.

Dividend

The Board of Directors are pleased to recommend a dividend of 28% (Rs, 0.28 per equity snare of Rs. 1 /-) on the paid up share capita! of the Company, subject to approval of members In the ensuing Annua! General Meeting,

The total dividend payment amounts to Rs, 112.72 lacs (including Dividend lax of Rs, 16.37 lacs). If approved as stated, the final dividend will be paid to the shareholders whose names appear: -(alas Beneficial Owners as at the close of 10" August 2010, as per the list to be furnished by the Depositories in respect of shares held in the Electronic Form, and |b) as Members in the Register of Members of the Company as on 11 th August, 2010, after giving effect to all valid share transfers in physical form

Boards Responsibility Statement

In pursuance of Section 21 7(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That 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 accounting year and of the profit and loss account for that year;

c) That they 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 frauds and other Irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Trade Relations

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and authorized dealers and ail other associated with our Company Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

Directors

Mr, C N Doshi, Mr. R N Doshi &. Mr, Khimjibhai Aghera, Directors are liable to retire by rotation and being eligible offer themselves for reappointment, Brief Resumes of Directors are attached with Notice of the AGM. Members are requested to reappoint the Directors, The Board of Directors of the Company appointed Mr. Amif R, Shah, as an Additional Director as well as Wholefime Director of the Company with effect from 1st July, 2010, pursuant to section 260 of the Act read with provisions of the Articles oi Association of the Company, Under section 260 of the Company Act, Mr.Amit Shah ceases to hold office at this Annual General Meeting but is eligible for appointment as a Director. A notice under section 257 of Act has been received from a Member signifying his intention to propose his appointment as a Director.

Corporate Governance

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings, REL has been adhering to the corporate governance principles & practices since long, Your Company is regularly submitting its Corporate Governance Reports to slock exchanges where shares are listed, A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principies, obtained from M/s M N Man var & Co,, Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board.

Auditors

M/s.M N Manvar & Co., Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s, M N Manvar & Co., Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1 8) of the Companies Act, 1956.

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. M N Manvar & Co. Chartered Accountants, & Statutory Auditors of the Company. The findings of the Secretarial Audit were satisfactory.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

Acknowledgement

Your directors express their appreciation for the assistance and co-operation received from the share-holders, bankers, government authorities, stock exchanges, customers, suppliers, agents and business associates at various levels during the year under review, Your directors also wish to place on record their appreciation for the committed and dedicated services of companys executives, staff and workman.

Date : 31/05/2010 For and on behalf of the

Board of Directors

Place : Veraval

(Shapar), Rajkot

C. N. DOSHI

Chairman