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Directors Report of Repro India Ltd.

Mar 31, 2018

The Members,

The Directors take pleasure in presenting the Twenty-Fifth Annual Report of your Company together with the Audited Financial Statements for the financial year ended on March 31, 2018.

Taking advantage of the e-commerce boom

The last few years have seen a dramatic disruption in the retail segment thanks to a boom in e-commerce. This has had a major impact on the publishing industry in which your Company operates. Having been close to ground realities, your Company has foreseen these changes and implemented strategies to take advantage of this boom. Your Company has built platforms that are disrupting the way the publishing industry operates. Thus, your Company reaches many more readers through many newer online channels, that enable a reader anywhere in the world to get a book when he wants and where he wants.

Your Company is doing this by investing in newer business technologies and processes in order to lay the ground for sustained growth. Hence, your Company can absorb the changes the future will bring - especially in light of the everchanging nature of the digital space and the opportunities thrown up.

The key strategies and areas of focus are:

- A focus on building and growing solutions in the e-retail space for exponential growth

- A focus on consolidation of ârightâ customers (the large publishing houses in India / MNCs) in the traditional businesses i.e., India and Africa

- A focus on consolidating and retaining the best customers and working towards the security of funds in Africa

- A continued focus on education with publishers

The overall business focus will remain on financial consolidation, cash flows and collections, improving financial ratios and reduction of expenses.

FINANCIAL RESULTS

The summarised financial results of the Company for the Financial Year ended March 31, 2018 are presented below:

STANDALONE (Rs. in Lakhs)

Financial Year
Particulars	2017-18	2016-17
Revenue from operations	23288.51	29385.12
Profit before interest, depreciation and taxation	4441.62	2226.38
Financial Expenses (net of interest income)	293.81	956.69
Depreciation	1275.40	1275.64
Profit before tax	2872.41	(5.95)
Tax Expenses	148.63	198.65
Profit after Tax	3021.04	192.70
Transfer to General Reserve	-	-
Proposed Dividend	-	-
Tax on Dividend	-	-

CONSOLIDATED (Rs. in Lakhs)

Financial Year
Particulars	2017-18	2016-17
Revenue from operations	29931.28	32145.57
Profit before interest, depreciation and taxation	3577.65	2562.40
Financial Expenses (net of interest income)	669.97	1393.76
Depreciation	1417.15	1422.52
Profit before tax	1490.53	(253.88)
Tax Expenses	148.63	198.65
Profit after Tax	1639.16	(55.23)
Transfer to General Reserve	-	-
Proposed Dividend	-	-
Tax on Dividend	-	-

Note: Previous yearâs figures have been regrouped/reclassified, wherever necessary to correspond with the current year classification/disclosure.

PERFORMANCE OVERVIEW

The highlights of the Companyâs Standalone and Consolidated performance are as under:

Standalone: During the year there has been a 20.75% reduction in the revenues from Rs.29385.12 Lakhs to Rs.23288.51 Lakhs. The Companyâs profit for the financial year is Rs.2872.41 Lakhs whereas, in the last year, the loss before tax was Rs.5.95 Lakhs.

Consolidated: During the year there has been a reduction in revenue by 6.89% from Rs.32145.57 Lakhs to Rs.29931.28 Lakhs. The Companyâs profit for the financial year is Rs.1490.53 whereas, in the last year, the loss before tax was Rs.253.88 Lakhs.

CONSOLIDATED FINANCIAL ACCOUNTS

In compliance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, (hereinafter referred to as âthe Listing Regulationsâ), the Consolidated Financial Statement of the Company and its subsidiaries have been prepared for the year under report as per IndAS applicable to the Company. However, IndAS was applicable to the Company at the beginning of the financial year April 2017 and the Company have prepared its first financial results from the second quarter ended September 2017 as per the extension provided under the Listing Regulations. These financial statements for the year ended March 31, 2018 are the first financials prepared under IndAS. For all previous periods including the year ended March 31, 2017, the Company had prepared its financial statements in accordance with the accounting standards notified under Companies (Accounting Standard) Rule, 2006 (as amended) and other relevant provisions of the Act (hereinafter referred to as âPrevious GAAPâ). The Audited Consolidated Financial Statement along with the Auditors Report thereon form part of this Annual Report. The Consolidated Financial Statement presented by the Company include the financial results of all the subsidiaries. The Audited Financial Statement of these entities have been reviewed by the Audit Committee.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, your Company has two Subsidiary Companies, viz Repro Knowledgecast Limited and Repro Innovative Digiprint Limited. A separate statement containing the salient features of financial statements of Subsidiary Company forms part of the consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the Subsidiary Companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and National holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. In accordance with Section 136 of the Companies Act, 2013, the financial statements including the consolidated financial statements, financial statements of Subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company www.reproindialtd.com.

A statement containing the salient features of the financial performance of each of the Subsidiaries are included in the consolidated financial statements of your Company is set out in the âAnnexure Aâ to this Report.

During the year, no Companies have become or ceased to be the Subsidiaries, Associates and Joint ventures during the year.

BUSINESS HIGHLIGHTS

The last year has seen your Company continue its focus on developing and implementing new age solutions to take advantage of the e-commerce boom.

A new shopper and a new opportunity

The internet has created an entirely new kind of shopper. Thanks to e-commerce, retail has changed exponentially, and todayâs online consumer explores all sorts of never-before channels to find the product she or he is looking for. This sweeping digital transformation has dramatically changed the shopping behaviour of consumers. Because of this, retailers are re-defining business models, re-thinking strategies, and re-learning traditional customer segmentation.

The opportunity for e-retail in India is enormous. Brick and mortar retail is becoming difficult for both retailers and customers. With real estate being expensive and infrastructure in a state of flux, retailers are opting for the e-model. The Indian e-commerce industry has 250 million internet users, making India ripe for growth. The figures indicate the trend. Just 12 to 18 months ago, total online transactions were in single digits. Since then, many companies have reported that today 40% to 50% of their transactions come from mobile shoppers.

But perhaps the most significant fact is that books remain among the highest in online sales - as compared to other products. The habit of buying a book online, and having it delivered home, is one that is catching on fast.

Driving change through innovation in the publishing Industry.

The publishing industry, in which Repro operates, is thus undergoing significant changes due to the disruption in the e-retail environment. With books being among the largest component of items sold on e-commerce sites, the opportunity in this space is clearly enormous.

The publishing process is an old one and is often disorganised and unwieldy. Publishers deal with obsolete content, complex inventory, warehousing costs, logistic issues and often a long and frustrating collection cycle. The issue of returns is also a pressing one, with most retailers only willing to stock on a consignment basis. The issue of piracy and long credit cycles compounds the problem.

In the traditional distribution process, publishers are dependent on physical distribution and reach is limited to the sales force of the appointed distributors. But thanks to e-commerce, and the new shopper, books can be made visible to readers online, thus crashing boundaries of geography. Age-old distribution models are giving way to the e-retail model. More and more retailers are converting to e-sales and selling books online. Readers too are getting increasingly acclimatised to buying online.

The outcome is that more customers choose to buy through digital platforms because they get a larger choice, home delivery at cheaper costs - without the inconvenience of going to bookstores and then finding a book is out of stock.

With customers becoming more demanding, smaller publishers are finding it difficult to meet the speed of response that the e-world demands. Warehousing and large inventories are becoming more difficult to manage and commercially unfeasible, now more than ever. Digital platforms and models are edging older traditional supply chains, and taking over the process of content, production and distribution.

Harnessing technology to reach more readers

These challenges, alongside the digital revolution, are giving rise to a new readership and market. Your Company has stayed abreast of technology in order to provide publishers with the solutions for taking advantage of the e-commerce revolution. And this is the opportunity that your Company is capitalising on.

In keeping with its approach of staying alert to changing markets and the consequent customer requirements, your Company has put into place an aggressive strategy that is geared to respond to the opportunities that the e-retail market is creating. With this strategy in place, your Company is poised to capitalise on these new opportunities.

Your Company has customised and implemented a solution that is designed specifically to address both the needs and opportunities of the digital marketplace - keeping your Company in step with changing technologies and market realities.

Building on this position of strength, your Company has invested time and resources in developing a customised model that specifically caters to the newly emerging e-retail business. As a content aggregation and dissemination company, your Company today is pioneering the way in e-retail solutions in India.

From the first mile of a publisherâs content assets to the last mile of content delivery to the end user, your Company manages all the miles in between.

Creating a comprehensive online solution

Your Company aggregates content from the publisher (the content owners) and archives it in digital warehouse; accesses it on demand when an order is placed through an e-retail channel; produces, fulfills and delivers it âjust-in-timeâ to the end user - in India and across the world. The solution even extends to distribution and collection - and then payment of royalties to the publisher for each book bought.

Your Companyâs longstanding relationships with major publishers, has allowed the Company to build a large repository of book titles for print on demand use. An investment in the latest POD technology gives your Company the ability to print on demand as low as 1 copy per title, with a rapid turnaround time.

Through the âone-bookâ model your Company is able to print books in real time based on actual demand. This allows your Company to help the Publisher to drastically reduce storage and inventory costs, while still meeting customer demand. Additionally, thanks to a vast digital warehouse, digital storage of data is a part of the value added service.

This solution benefits not just readers everywhere as they get access to more books - anywhere in the world. But the largest and most significant benefit is to publishers everywhere. Suddenly the entire world is a market with content becoming available to anyone, anywhere.

Tie-ups with online giants

To harness the opportunities in publishing that these disruptive technologies are creating, your Company has forged a new alliance with the US based Ingram Content Group Inc. This alliance is opening up a new market for publishers and helping them reach more readers across the world.

Your Company has tie-ups with international and Indian e-retailers like Amazon and Flipkart to enable the listing of publishersâ titles on e-tail sites, giving the readers access to global titles with significantly reduced lead times and price. This entire value chain enables your Company to partner publishers to increase their revenues and reach their e-retail customer by providing a complete solution thereby improving efficiencies and reducing costs.

This solution benefits not just readers everywhere as they get access to more books -anywhere in the world. Suddenly the entire world is a market with content becoming available to anyone, anywhere.

By producing books after they have been bought - your Company enables zero loss in sales. Publishers can access new markets at the click of a button ensuring a wider reach of front list titles. It enables revival of backlist titles. The benefit of production and fulfilment through a POD facility in India, ensures the lowest production costs, zero up-front investment, zero inventory, zero forecasting, zero freight costs and zero returns.

Increasing market scope : Tapping School markets

Your Company has created a solution that ensures that publishersâ titles reach each student directly at home. Your Company aggregates books required by students from publishers and lists them online on school specific pages. Once the order is placed by the student, Your Company ensures that the student receives the kit at home.

This solution opens up newer markets for the publisher and there is an increase in sales while the logisitics are minimised. The school, parents and students are able to avail of the benefits of technology to have books delivered at home at the click of a button.

Partnering publishers in their growth plans - One book to a million

Your Company partners with its customers right from creating and managing publishersâ content; to producing it in the required format, print or digital; to ensuring books or e-books reach the end user anywhere in the world.

Your Company is leveraging its strong relationships with publishers over the last 2 decades to become the largest aggregator of content. This gives your Company a significant competitive advantage. Your Company has tie-up with MNC publishers and is able to tie-up business models which are annual in nature and hence offer predictable revenues and enable better planning and realisations.

Your Company is providing integrated services and end-to-end solution to content owners like educational publishers in India and globally. Your Company has a market leadership in virtually all educational segments and products - from textbooks, supplementary books, distance learning, vocational courseware etc., your Company is able to offer value added services to all its clients and hence the publisher can concentrate on his core competence which is to create the demand and fulfill it, while your Company is a strategic partner for creating, producing and delivering the books anywhere in the world.

Your Company has strong relationships with the key publishers in over 27 countries in Africa. With a first mover advantage and a deep understanding of the business environment, this segment has tremendous potential - especially once the challenges in some countries in Africa are resolved.

Your Company also has strong relationships with multinational publishers in the UK and USA. The e-retail solution is global in nature and will help foster deeper relationships with multinational publishers and give the export potential a fillip. The extensive network of e-channels will also open up new opportunities.

Your Company has created custom built infrastructure in a Special Economic Zone (SEZ) which offers the benefits of cost and time like never before. Its value added services continue to enable your Company stay ahead and your Company continues to remain a strategic partner for creating, producing and delivering the books anywhere in the world.

Innovating for the Future

With the online space exploding and the book market on the growth trajectory, your Company is anticipating and planning for the change that is taking place. Your Company is always innovating to keep pace with the changing market trends to ride the opportunities that lead to growth. Your Company is ready to seize the change and is committed to making the most of the opportunities that the future will bring.

Your Company is also committed to the consolidation strategy, implemented two years ago - which has borne fruit. The global economy has remained volatile for the last several years. The consolidation strategy entails a focus on working with the ârightâ customers; on ensuring financial consolidation specially in Africa; on cash flows and collections; on reducing debt; and on improving financial ratios and a reduction of expenses.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report on the operations of the Company forms an integral part of this Report and gives detail of the overall industry structure, developments, performance and state of affairs of the Companyâs various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2017-18 under review and the same is given in a separate section of this Annual Report.

EMPLOYEE STOCK OPTIONS SCHEMES (ESOP)

The Nomination and Remuneration Committee of the Board of Directors (NRC) of the Company, inter alia, administers and monitors the Employee Stock Option Scheme 2010 (âESOS 2010â or âSchemeâ) of the Company in accordance with the SEBI Regulations.

During the year under review, the Company has granted 400,000 options to the employees, however there has been no exercise of ESOPs and hence there is no allotment.

SHARE CAPITAL

During the year under review, Company had issued 592,592 equity shares of the face value of Rs.10 each fully paid-up to Malabar India Fund Limited, Malabar Value Fund and Kedia Securities Pvt. Ltd. on a preferential basis pursuant to the provisions of Section 62 of the Companies Act, 2013 and other applicable provisions, if any.

As a result of the above, the outstanding issued, subscribed and paid-up equity shares increase from 10,903,759 to 11,496,351 equity shares of Rs.10/- each fully paid up as at March 31, 2018.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve.

PUBLIC DEPOSITS

During the financial year 2017-18, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DIVIDEND

During the current financial year, your Directors have not recommended dividend for the financial year under review because the Company decided to open new location for expansion of its business to reach out to new market segment and hence the Company require funds for growth.

AUDITORâS AND AUDITORâS REPORT

The matters related to Auditors and their Reports are as under:

STATUTORY AUDITOR

The observation made in the Auditorsâ Report on the Companyâs financial statements for the financial year ended March 31, 2018 are self-explanatory and therefore do not require for any further comments/information. The Auditorsâ Report does not contain any qualification or adverse remarks.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, M/s. MMJC & Associates LLP, Practicing Company Secretaries have been appointed to undertake the Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report is set out in the âAnnexure Bâ which forms an integral part of this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the following: Company has appointed Statutory Auditor for a period of two years instead of five consecutive years under section 139(1) of the Companies Act, 2013.

In terms of Section 204 of the Companies Act, 2013, the Audit Committee recommended and the Board of Directors of the Company have appointed M/s. MMJC & Associates LLP, Practicing company Secretaries, as the Secretarial Auditor of the Company for the financial year ending March 31, 2019. The Company has received their consent for the said appointment.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return of the Company in Form MGT- 9 in accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, are set out in the âAnnexure Câ to this Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further, the corresponding shares will be transferred as per the requirements of the IEPF rules, details of which are provided on our website at www.reproindialtd.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at armâs length basis. Pursuant to Regulation 23 of the Listing Regulations, all related party transactions were placed before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for their review and approval.

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an armâs length basis and largely in the ordinary course of business. All related party transactions are placed for approval before the Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. During the year, the Company has not entered into any contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company on material related party transactions or under Section 188(1) of the Companies Act, 2013. Accordingly, there are no particulars to report in Form AOC- 2.

INVESTMENTS, LOANS, GUARANTEE AND SECURITY

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the financial statement forms part of this Annual Report.

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and date of this report.

RISK MANAGEMENT

Your Company continues to focus on a system based approach to business risk management. The Company has in place comprehensive risk assessment and minimisation procedures, which have been reviewed by the Board periodically.

Your Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

There are no risks which in the opinion of the management threaten the existence of your Company.

However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

PROHIBITION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a âCode of Conduct for Regulating, Monitoring and Reporting of Trading by Insidersâ and âCode of Fair Disclosureâ of Unpublished Price Sensitive Information to ensure prohibition of insider trading in the organisation. The said codes are available on Companyâs website at www.reproindialtd.com. The âTrading Windowâ is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of unpublished price sensitive information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed Companies. All our corporate governance policies are available on our website.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide avenues to the Directors and employees to bring to the attention of the management.

Your Company is committed to highest standards of ethical, moral and legal business conduct.

Your Company has Vigil Mechanism/Whistle Blower Policy as per provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimisation or any other unfair practice being adopted against them. More details on the Vigil Mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on February 8, 2018 reviewed the Corporate Social Responsibility (CSR) Policy of the Company required under the provisions of Section 135 of the Companies Act, 2013 read with the Companies (CSR Policy) Rules, 2014. The CSR Policy outlines the CSR activities of your Company with the focus area being education and providing education tools and enhancing Educational and Learning outcomes.

Digital solution in education to enhanced learning has been identified as a key CSR activity of the Company.

The Company have not spent money towards CSR due to cash flow crunch during the financial year 2017-18.

In years to come, Company looks forward to be proactively engaged with employees, customers and the communities on a larger scale where the CSR creates a footprint and attains the level of âValue Creationâ promoting sustainable business model.

The CSR Committee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company.

DIRECTORS

Board of Directors and Key Managerial Personnel

i. Appointment

During the year, there were no changes in the composition of the Board of Directors.

ii. Resignation

None of the Directors of the Company has resigned as Director of the Company. Retirement by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, two-third of the total number of Directors, other than Independent Directors should be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment.

Mr. Rajeev Vohra (DIN: 00112001), Director proposed to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

The Nomination and Remuneration Committee and Board of Directors of the Company have recommended the reappointment of Dr. Pramod Khera as Whole-time Director of the Company upon expiry of his present term of office, for a further period of 5 years as mentioned in the Resolution seeking Membersâ approval at the ensuing AGM. Necessary information including the applicable terms and conditions and the proposed remuneration is given in the said Resolution and the explanatory statement included in the Notice convening the ensuing AGM. Details about the directors are given in the accompanying Notice of AGM and Corporate Governance Report.

AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) be and is hereby appointed as Statutory Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of this AGM till the conclusion of the Thirtieth (30th) AGM of the Company. They confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limit under the Act and they are not disqualified for appointment.

Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.

The Audit Committee and the Board of Directors recommend the appointment of M/s. B S R & Co. LLP, Chartered Accountants, as the Auditors of your Company for the period of five years from the conclusion of this AGM to the conclusion of the Thirtieth AGM of the Company.

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

The information on conservation of energy and technology absorption and foreign exchange earnings & outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as âAnnexure Dâ to this Report.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE

In compliance with Regulation 34 read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance and the certificate as required under Schedule V (E) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to this report.

The declaration by the Managing Director regarding compliance by Board Members and Senior Management Personnel with the code of conduct also forms a part of the Annual Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The Managing Director of your Company does not receive remuneration from any of the Subsidiaries of your Company.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, employees of your Company is set out in âAnnexure Eâ to this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companyâs Act, 2013, that he/she meets the criteria of independence laid down in compliance with Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been taken on record from all Independent Directors of the Company.

BOARD EVALUATION

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors in their separate meeting.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarisation Programme seeks to update the Independent Directors on various matters covering Companyâs strategy, to understand the business functionaries, business model, operations, organisation structure, finance, risk management, etc. It also seeks to update the Independent Directors with their roles, rights, responsibilities, duties under the Companies Act, 2013 and other statutes.

The policy and details of familiarisation programme imparted to the Independent Directors of the Company has been kept on the website of the Company www.reproindialtd.com.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEE MEETINGS OF THE BOARD

During the year, your Board met 5 (five) times the details of which are available in the Corporate Governance Report annexed to this report.

AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The constitution and other relevant details of the Audit Committee are given in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board has been constituted in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The constitution and other relevant details of the Committee are given in the Corporate Governance Report.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Policy can be accessed on the Companyâs website at the link: http://www.repro.in/investors/overview

COMMITTEES OF THE BOARD

A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report, which forms part of this report.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS AND ITS ADEQUACY

Your Company has a proper and adequate internal financial control system, to ensure that all assets are safeguarded and protected against loss from unauthorised use.

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

COMPANY SECRETARY AND COMPLIANCE OFFICER

Ms. Kajal Damania acts as a Company Secretary, Compliance Officer and Key Managerial Personnel of the Company with effect from October 7, 2017 due to resignation of Ms. Dimple Chopra on October 6, 2017.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors of your Company confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2018 and of the profit and loss of the Company for the financial year ended March 31, 2018;

(c) proper and sufficient care has been taken 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;

(d) the annual accounts have been prepared on a âgoing concernâ basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

HUMAN RESOURCES MANAGEMENT

The Human Resources Management (HRM) function has driven changes in the way Human Resources (HR) are managed and developed, striking a balance between business needs and individual aspiration. HRM has now become business partner and is taking key decision not just with respect to HR but businesses as whole. It focuses on improving the way of life work culture, employee engagement, productivity, effectiveness and efficiency.

Your Company initiated multiple actions to keep the workforce engaged. The HR Department is continuously looking at expanding opportunities for growth. The broader our employeesâ experience, education and background, the more diverse their opinions and insights, the deeper your Companyâs collective understanding grows. The result is a collaborative environment that respects individual needs and promotes ongoing development.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place policy on Prevention, Prohibition and Redressal of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder, for which your Company formed an Internal Complaints Committee. There was no complaint about sexual harassment during the year under review.

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards.

APPRECIATION

Your Directors express their deep sense of appreciation and extend their sincere thanks to every executive, employee and associates for their dedicated and sustained contribution and they look forward the continuance of the same in future.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continuous assistance, support and co-operation received from all the stakeholders viz. financial institutions, banks, governments, authorities, shareholders, clients, suppliers, customers and associates.

For and on behalf of the Board of Directors

VINOD VOHRA

DIN:00112245

Chairman

Address: 11th Floor,

Sun Paradise Business Plaza, B Wing,

Senapati Bapat Marg,

Lower Parel,

Mumbai 400 013

Place: Mumbai

Date: May 24, 2018

Mar 31, 2017

The Members,

The Directors take pleasure in presenting the Twenty-Fourth Annual Report of your Company together with the Audited Financial Statements for the financial year ended on March 31, 2017.

FINANCIAL RESULTS

The summarized financial results of the Company for the Financial Year ended March 31, 2017 are presented below:

STANDALONE (Rs. In Lakhs)

Particulars	Financial Year 2016-2017	Financial Year 2015-2016
Revenue from operations	29179	37470
Profit before interest, depreciation and taxation	2859	2764
Financial Expenses (net of interest income)	1120	1631
Depreciation	2025	1932
Profit before tax	(286)	(799)
Tax Expenses	-	-
Profit after Tax	(286)	(799)
Transfer to General Reserve	-	-
Proposed Dividend	-	327
Tax on Dividend	-	67

CONSOLIDATED (Rs. In Lakhs)

Particulars	Financial Year 2016-2017	Financial Year 2015-2016
Revenue from operations	31948	38444
Profit before interest, depreciation and taxation	3253	3020
Financial Expenses (net of interest income)	1560	1916
Depreciation	2241	2089
Profit before tax	(548)	(985)
Tax Expenses	-	(30)
Profit after Tax	(548)	(955)
Transfer to General Reserve	-	-
Proposed Dividend	-	327
Tax on Dividend	-	67

Note: Previous yearâs figures have been regrouped/reclassified, wherever necessary to correspond with the current year classification/disclosure.

PERFORMANCE OVERVIEW

The highlights of the Companyâs Standalone and Consolidated performance are as under:

Standalone: During the year there has been a 22.13% reduction in the revenues from Rs. 374.70 Crores to Rs. 291.79 Crores. The Company has incurred loss for this financial year of Rs. 2.86 Crores whereas, in the last year, the loss before tax was Rs. 7.99 Crores.

Consolidated: During the year there has been a reduction in revenue by 16.90% from Rs. 384.44 Crores to Rs. 319.48 Crores. The Company has incurred loss for this financial year of Rs. 5.48 Crores whereas, in the last year, the loss before tax was Rs. 9.85 Crores.

Aggregation - creating a wave of change

During the last year, the change that had begun due to the new patterns of buying and selling continued to impact businesses everywhere. The way a product was bought and sold has changed. Aggregators are bringing service solutions together under one offering so that customers have their marketplace in one place and donât have to visit multiple vendors to get the best deal. This benefits both buyers and sellers, as sellers reach a wider market - and buyers avail of a wider choice. The marketplace thus moved online. The e-retail revolution that has already swept the world, has been fuelled further by the idea of aggregation.

These two phenomena have disrupted the traditional supply chain in publishing. Seeing this as an opportunity, your Company has pioneered and innovated solutions that are required to ensure that it takes advantage of the burgeoning e-retail opportunity. Your Company has also implemented strategies to ride these opportunities, by disrupting the solutions previously offered and putting into place a new way of doing business. This has been done while ensuring there is continued focus on growing traditional business lines.

The focus has been on

- Building a robust service model that addresses the new e-shopper

- Investing in infrastructure that supports this new model

- A continued focus on growing Rapples

- A continued focus on Indian and African markets by working on the right product, with the right customer.

The overall business focus on financial consolidation, cash flows and collections, improving financial ratios and reduction of expenses continued. The fluctuation in African markets due to political uncertainty and oil prices continued to pose challenges, though with a sharp focus some of these have been addressed.

CONSOLIDATED FINANCIAL ACCOUNTS

In compliance with the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âthe Listing Regulationsâ) and Section 129 of the Companies Act, 2013 (hereinafter referred to as âthe Actâ), the Consolidated Financial Statements, which have been prepared by the Company in accordance with the applicable provisions of the Act and the applicable Indian Accounting Standards, forms part of this Annual Report. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiaries as approved by their respective Board of Directors. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National holidays up to the date of the Twenty-Fourth Annual General Meeting (AGM).

SUBSIDIARIES

During the year, the Board of Directors reviewed the affairs of the Subsidiaries. A separate statement containing the salient features of financial statements of all Subsidiaries of your Company forms part of the consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the Subsidiary Companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and National holidays up to the date of the AGM as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. In accordance with Section 136 of the Companies Act, 2013, the financial statements including the consolidated financial statements, financial statements of Subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company (www.reproindialtd.com).

The number of the Companyâs Subsidiary Companies as on March 31, 2017 was 2 (two) as per details given in Note No. 38 to Consolidated Financial Statements.

During the year, no Companies have become or ceased to be the Subsidiaries, Associates and Joint ventures during the year.

BUSINESS HIGHLIGHTS

During the last year, taking a leaf out of the aggregation model and adapting it in the publishing context remained a major focus area for your Company. This was also with a view to optimizing opportunities that the e-retail wave has created.

A global opportunity

The concept of aggregation combined with the e-retail boom has disrupted the publishing supply chain. This means that there is no longer a barrier between a publisher and his reader. Books can be bought at a click of a button, enabling publishers to reach millions of readers, anywhere in the world. Thus enabling a reader sitting in a far corner of a tiny village, to have access to the latest title, as soon as it is out.

It is this opportunity that your Company focused on. By moving out of the traditional business model, your Company is paving the way for an exciting future - by entering the new playing field of the digital marketplace. So that any reader can get the book of his choice; and any publisher, anywhere in the world, can reach a reader, anywhere in the world.

In India - as in the rest of the world, the reading habit is on the increase. Books are also in demand. The Compound Annual Growth Rate (CAGR) for the total book market is 20% over the last four years and the total book publishing is estimated to be Rs. 739 billion in 2019-20. Fuelling this growth potential, e-commerce trends are creating disruption and changing the way books are bought, produced and distributed.

Disrupting the traditional chain

Like other industries, publishers too are struggling to explore new markets and new ways of doing business, in response to forces such as advances in information and communication technologies, business strategies such as mass customization, globalization and shorter production cycles.

The traditional publishing process is frequently unwieldy. Publishers face a continuous risk of having to deal with obsolete content, having to manage complex inventory, warehousing costs, logistic issues and often a long and frustrating collection cycle. The issue of returns is also a pressing one with most retailers only willing to stock on a consignment basis. The issue of piracy and long credit cycles compounds the problem.

Additionally, making books visible to readers poses a challenge, with publishersâ reach restricted to physical distribution and sales channels. But the crashing of barriers thanks to technology and the internet are changing the playing field. Age old distribution models are giving way to the e-retail model. More and more retailers are converting to e-sales and selling books online. Readers too are getting increasingly acclimatized to buying online.

As most publishers try to adapt to the new way of doing business, more and more customers moving to digital platforms. With a larger choice, and instant gratification an option, customers too are demanding more books.. ..in a shorter timeframe... And at a lower cost!

With âtime-to-customerâ reducing as customers are more discerning and demanding, smaller players are finding it difficult to meet the speed of response that the e-world demands. Warehousing and large inventories are becoming more difficult to manage and commercially unfeasible now more than ever. Digital platforms and models are edging older traditional supply chains, and taking over the process of content, production and distribution.

Pioneering a solution

Against this background, your Company has made tremendous strides in innovating a solution that removes the pain areas for publishers, while also carrying your Company into the forefront of the e-revolution in publishing.

Building on traditional strengths, your Company has invested time and resources in developing a customized model that specifically caters to the newly emerging e-retail business. As a content aggregation and dissemination Company, your Company is today pioneering the way in e-retail solutions in India.

From the first mile of a publisherâs content assets.......to the last mile of content delivery to the end user, your Company manages all the miles in between.

The contractual arrangement your Company has entered with Ingram, enables your Companyâs clients to reach the many more readers at the click of a button.

A seamless process

Making the process completely seamless, your Company also has tie-ups with international and Indian e-tailers like Amazon and Flipkart to enable the listing of publishersâ titles on e-tail sites, giving the readers access to global titles with significantly reduced lead times and price. This entire value chain enables your Company to partner publishers to increase their revenues and reach their e-tail customer by providing a complete solution thereby improving efficiencies and reducing costs.

This solution benefits not just readers everywhere as they get access to more books -anywhere in the world. But the largest and most significant benefit is to publishers.

Suddenly the entire world is a market with content becoming available to anyone, anywhere.

Publishersâ books reach more readers through multiple online channels thanks to Reproâs tie-ups with e-tail giants like Amazon, Flipkart, etc. By producing books after they have been bought - Repro enables zero loss in sales. Publishers can access new markets at the click of a button ensuring a wider reach of front list titles. It enables revival of backlist titles. The benefit of production and fulfillment through an EOU facility in India, ensures the lowest production costs, zero up-front investment, zero inventory, zero forecasting, zero freight costs and zero returns.

Enabling publishers grow their business

Your Company has for a long time been partnering with customers right from creating and managing publishersâ content; to producing it in the required format, print or digital; to ensuring books or e-books reach the end user anywhere in the world.

By leveraging its strong relationships with publishers, your Company has become one of Indiaâs largest aggregators of content with the end delivery being the printed book. This puts your Company in a position of strength vis-a-vis competition and gives it the first mover advantage in this space. Through this solution, your Company offer publishers multiple opportunities for revenue multiplication to the publishers with the same content.

Functioning as a gateway for business opportunity, your Company thus gives publishers the opportunity to make their content available to more readers through more channels.

The Rapples initiative

Rapples, the Digital Educational Solution your Company launched a few years ago, continues to receive a positive response as more and more schools adopt the digital way of teaching and learning. Investments have been fully completed. Your Company already has more than 50 publishers on board with their content; and the Rapples solution has been deployed in different boards across nearly 20 different schools. During the current year, your Company is well on its way to breaking-even in this business with no further investments required.

Countering global challenges

Over the last several years, your Company has built enduring relationships with key publishers in 22 countries across Africa. Your Company also has understood the nuances of the publishing process in Africa, as well as the process of Government tenders. This has helped your Company become the partner of choice for most leading publishers. However, the climate of uncertainty caused by political unstability and oil price fluctuations has posed a challenge. Your Company has countered this challenge by focusing on building business while taking care of cash flows and also ensuring the ârightâ productâ with âright clientâ strategy.

In the UK and USA where your Company has built strong relationships with multinational publishers, the e-commerce solution will help further expand the scope of services in this segment too.

In its traditional education space, your Company continues to consolidate its position of strength with exiting customer base, while increasing it. Its value added services continue to enable your Company stay ahead and your Company continues to remain a strategic partner for creating, producing and delivering the books anywhere in the world.

The consolidation strategy

The global economy has remained volatile for the last several years. The African situation has impacted your Companyâs markets. Your Company has taken this challenge head on and is countering it with a strong strategy. The consolidation strategy entails a focus on working with the âRightâ customers; on ensuring financial consolidation; on cash flows and collections; on reducing debt; and on improving financial ratios and a reduction of expenses. Your Company has made significant progress on this strategy so that we are ready to move forward again once the economy stabilizes and political situation in Africa is resolved.

MANAGEMENT DISCUSSION AND ANALYSIS

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

ESOPS

During this year there has been no exercise of ESOPS and hence there is no allotment of shares.

SHARE CAPITAL

During the year under review, there is no change in the paid-up share capital of the Company which stands at Rs. 10,90,37,590/- comprising of 10,903,759 equity shares of Rs. 10/- each fully paid up as at March 31, 2017.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve.

PUBLIC DEPOSITS

During the financial year 2016-17, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DIVIDEND

Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review.

AUDITORSâ AND AUDITORSâ REPORT

The matters related to Auditors and their Reports are as under:

STATUTORY AUDITOR

The observation made in the Auditorsâ Report on the Companyâs financial statements for the financial year ended March 31, 2017 are self-explanatory and therefore do not require for any further comments/information. The Auditorsâ Report does not contain any qualification or adverse remarks.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 M/s. MMJC & Associates LLP, Practicing Company Secretaries had been appointed to undertake the secretarial audit of the Company for the year ended on March 31, 2017. The Secretarial Audit Report is set out in the âAnnexure Bâ which forms an integral part of this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the following: The Company is not in compliance with the minimum requirement of Independent Director on the Board of Directors for the period April 1, 2016 to November 10, 2016 as required under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 because the Company was in process of identifying a qualified and experienced person of right calibre who can contribute towards Boardâs Diversity and who shall be able to provide value addition to the business and functioning of the Company and therefore Ms. Bhumika Batra was appointed as an Additional Independent Director of the Company on November 11, 2016 in order to comply with the minimum requirements of Composition of Board of Directors.

In terms of Section 204 of the Companies Act, 2013 the Audit Committee recommended and the Board of Directors of the Company has appointed M/s. MMJC & Associates LLP, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the financial year ending March 31, 2018. The Company has received their consent for the said appointment.

EXTRACT OF ANNUAL RETURN

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further, the corresponding shares will be transferred as per the requirements of the IEPF rules, details of which are provided on our website, at www.reproindialtd.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a policy on related party transactions which is also available on Companyâs website at www.reproindialtd.com. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties referred under Section 188 of the Companies Act, 2013 were in the ordinary course of business and on an armâs length basis. There were no material related party transactions made by the Company during the financial year under review, hence no disclosure is required to be given in this regard. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: http://www.reproindialtd.com/investors/overview.

Your Directors draw attention of the members to Note 28 to the financial statement which sets out related party disclosures.

INVESTMENTS, LOANS, GUARANTEE AND SECURITY

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Notes 12, 13 and 28 to the standalone financial statement).

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

RISK MANAGEMENT

Your Company continues to focus on a system based approach to business risk management. The Company has in place comprehensive risk assessment and minimization procedures, which have been reviewed by the Board periodically.

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

As per the requirements of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee to oversee the risk management efforts in the Company under the Chairmanship of Mr. Sanjeev Vohra, the Managing Director.

The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this Report.

During the financial year 2016-17, the Board of Directors have reviewed the risk management policy and the risk appetite for your Company as proposed by the Management and recommended by the Risk Management Committee in the meeting held on January 18, 2017.

There are no risks which in the opinion of the Board threaten the existence of your Company.

However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

LISTING AGREEMENT

In compliance with SEBI Circular No. CIR/CFD/CMD/6/2015, dated October 13, 2015, the Company has executed a Uniform Listing Agreement with Bombay Stock Exchange Limited and The National Stock Exchange of India Limited, where Equity Shares of the Company are listed. Company has paid annual listing fees to both the Stock Exchanges.

PROHIBITION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a âCode of Conduct for Regulating, Monitoring and Reporting of Trading by insidersâ and âCode of Fair Disclosureâ of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organization. The said codes are available on Companyâs website at www.reproindialtd.com. The âTrading Windowâ is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.

POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURES

This policy applies to disclosures of material events affecting your Company and its Subsidiaries. The policy is in addition to the Companyâs corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-sensitive information.

DOCUMENT RETENTION AND ARCHIVAL POLICY

The policy deals with the retention and archival of corporate records of your Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide avenues to the Directors and employees to bring to the attention of the management.

Your Company is committed to highest standards of ethical, moral and legal business conduct.

Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the Vigil Mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on January 18, 2017 reviewed the Corporate Social Responsibility (CSR) Policy of the Company required under the provisions of Section 135 of the Companies Act, 2013 read with the Companies (CSR Policy) Rules, 2014. The CSR Policy outlines the CSR activities of your Company with the focus area being education and providing education tools and enhancing Educational and Learning outcomes.

Digital solution in Education for enhanced learning has been identified as a key CSR activity of the Company.

Company is not in a position to spend the CSR amount firstly due to cash flow crunch and secondly, due to the losses incurred during the financial year 2016-17.

The CSR Committee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company.

DIRECTORS

Board of Directors and Key Managerial Personnel

i. Appointment

Ms. Bhumika Batra was appointed as an Additional Director of the Company on November 11, 2016 to hold office upto the date of ensuing AGM. It is proposed to recommend to the shareholders the appointment of Ms. Bhumika Batra as Director at the ensuing AGM.

ii. Resignation

None of the Directors of the Company has resigned as Director of the Company. Retirement by Rotation

Mr. Mukesh Dhruve (DIN: 00081424), Director of the Company, liable to retire by rotation at the ensuing AGM being eligible, offers himself for re-appointment.

Pursuant to Section 149(6) of the Companies Act, 2013, the Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013.

Appointment of Ms. Bhumika Batra

The Board of Directors on the recommendation of the Nomination & Remuneration Committee had appointed Ms. Bhumika Batra (DIN: 03502004), as an Additional Director of the Company w.e.f. November 11, 2016.

In accordance with Section 161 of the Companies Act, 2013, Ms. Bhumika Batra holds office upto the date of the ensuing AGM of the Company and being eligible offers his candidature for appointment as Director. The Company has received a notice in writing proposing her appointment as a Director of the Company. Her appointment will be in the category of Non-Executive Independent Director for a term of five years i.e. upto November 10, 2021 and not liable to retire by rotation. A resolution seeking your approval for her appointment as a Director in the category of Non-Executive Independent Director has been included at Item no. 4 in the Notice of the forthcoming AGM of the Company.

AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming AGM and are eligible for re-appointment. Members of the Company at the 23rd AGM held on August 06, 2016 had approved the appointment of M/s. B S R & Co. LLP as the Statutory Auditors of the Company for a period of one consecutive year i.e. till the conclusion of 24th AGM. As required by the provisions of the Companies Act, 2013, their appointment need to be ratified by the members each year at the AGM. Accordingly, requisite resolution forms part of the Notice convening 24th AGM of the Company.

The Audit Committee and the Board of Directors recommend the appointment of M/s. B S R & Co. LLP, Chartered Accountants, as the Auditors of your Company for the term of two years from the conclusion of this AGM to the conclusion of the Twenty-Sixth AGM of the Company, subject to ratification in every AGM.

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

CORPORATE GOVERNANCE REPORT AND CERTIFICATE

The declaration by the Managing Director regarding compliance by Board Members and Senior Management Personnel with the code of conduct also forms a part of the Annual Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The Managing Director of your Company does not receive remuneration from any of the Subsidiaries of your Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companyâs Act, 2013, that he/she meets the criteria of independence laid down in compliance with Section 149 (6) of the Companyâs Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been taken on record from all Independent Directors of the Company.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board which in detail has been provided in Corporate Governance Report. The properly defined and systematically structured questionnaire was prepared after having considered various aspects and benchmarks of the Boardâs functioning, composition of the Board and its Committees, performance of specific duties, obligations and governance.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarization Programme seeks to update the Independent Directors on various matters covering Companyâs strategy, business model, operations, organization structure, finance, risk management, etc. It also seeks to update the Independent Directors with their roles, rights, responsibilities, duties under the Companies Act, 2013 and other statutes.

The policy and details of familiarization programme imparted to the Independent Directors of the Company has been kept on the website of the Company www.reproindialtd.com.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEE MEETINGS OF THE BOARD

During the year, your Board met 4 (four) times the details of which are available in Corporate Governance Report annexed to this report.

AUDIT COMMITTEE

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Policy can be accessed on the Companyâs website at the link: http://www.reproindialtd.com/investors/overview

COMMITTEES OF THE BOARD

A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report, which forms part of this report.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS AND ITS ADEQUACY

Your Company has put in place adequacy internal financial controls with reference to the financial statements.

COMPANY SECRETARY AND COMPLIANCE OFFICER

Ms. Dimple Chopra acts as a Company Secretary, Compliance Officer and Key Managerial Personnel of the Company.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors of your Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2017 and of the profit and loss of the Company for the financial year ended March 31, 2017;

(c) Proper and sufficient care has been taken 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;

(d) The annual accounts have been prepared on a âgoing concernâ basis;

(e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

EMPLOYEE WELFARE SCHEMES

Gratuity Liability of the Company in all cases has been discharged promptly through LIC of India. The Company has continued its tied up with LIC for the Employees Group Superannuation Scheme.

Your Company has adopted a policy on Prevention, Prohibition and Redressal of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, for which your Company formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. This is supported by the Sexual Harassment Policy in the Employee Policy which ensures a free and fair enquiry process with clear timelines.

HUMAN RESOURCES MANAGEMENT

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has adopted a Policy under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. There was no complaint about sexual harassment during the year under review.

APPRECIATION

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

VINOD VOHRA

DIN:00112245 Chairman

Address: 11th Floor,

Sun Paradise Business Plaza, B Wing,

Senapati Bapat Marg,

Lower Parel,

Mumbai 400 013

Place: Mumbai

Date: May 08, 2017

Mar 31, 2015

Dear Members,

The Directors are delighted to present the Twenty Second Annual Report of your Company together with the audited Balance Sheet and Profit and Loss Account of the Company for the year ended March 31,2015.

FINANCIAL RESULTS

STANDALONE (Rs. In Lacs) Year ended March 31, 2015 2014

Revenue from operations 39,507 42,070

Profit before interest, depreciation and 5,437 7,088 taxation

Financial Expenses 1,186 1,870

Depreciation 1,865 1,714

Profit before tax 2,626 3,707

Tax Expenses 651 737

Profit after Tax 1,975 2,971

Transfer to General Reserve - 384

Proposed Dividend 1,090 1,090

Tax on Dividend 222 185

CONSOLIDATED (Rs. In Lacs) Year ended March 31, 2015 2014

Revenue from operations 39,565 42,109

Profit before interest, depreciation and 5,734 7,074 taxation

Financial Expenses 1,238 1,931

Depreciation 2,006 1,840

Profit before tax 2,567 3,431

Tax Expenses 663 793

Profit after Tax 1,904 2,637

Transfer to General Reserve - 384

Proposed Dividend 1,090 1,090

Tax on Dividend 222 185

PERFORMANCE REVIEW

Standalone: During the year there has been a 6% reduction in the revenues from Rs. 420.70 Crores to Rs. 395.07 Crores. The Operating profit has also reduced from Rs. 70.88 Crores to Rs. 54.37 Crores. The profit before tax has come down from Rs. 37.07 Crores to Rs. 26.26 Crores and PAT is down from Rs. 29.71 Crores to Rs. 19.75 Crores.

Consolidated: During the year there has been a reduction in revenue by 6% from Rs. 421.09 Crores to Rs. 395.65 Crores. PBT has reduced from Rs. 34.31 Crores to Rs. 25.67 Crores and PAT has reduced from Rs. 26.37 Crores to Rs. 19.04 Crores.

While there has been a 26 % growth in the domestic business from

Rs. 223 Crores to Rs. 282 Crores, there has been a decrease in the Exports. This reduction in the exports from Rs. 197 Crores to Rs. 114 Crores is because exports to West Africa have reduced by 50% due to factors like the spread of ebola which restricted movement across geographies, elections and the uncertainty in the import duties. The Profits are after the expenses of Rs. 11.59 Crores related to Rapples (Repro Applied Learning Solution) and Rs. 2.91 Crores related to e-Tail segment of the business which is not yet fully commercially operational, but have been charged to the statement of Profit and Loss.

The reduction in the margins is mainly due to reduced exports. The Export Domestic Ratio for the year is 28:72 as against 47:53 during the previous year. The reduction in margins is partially offset by growth in EBIDTA margins for domestic business which has improved from 9.14 % to 14.2 %. Export EBIDTA has reduced from 31.2 % to 17.2 % which is mainly due to more government tenders and allocation of fixed costs on lower volumes.

CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the financial year 2014-15, are prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries as approved by their respective Board of Directors.

SUBSIDIARIES

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company (www.reproindialtd.com).

The financial performance of each of the subsidiaries included in the consolidated financial statements of your Company is set out in the "Annexure [A]" to this Report.

The number of the Company''s subsidiary companies as on March 31,2015 was two as per details given in Note No.39 to Consolidated Financial Statements.

During the year, no Companies have become or ceased to be the subsidiaries, joint ventures or associate companies.

BUSINESS HIGHLIGHTS

Against the background of a growing global need for education, Repro is well positioned to take advantage of the opportunities. The company has already taken several strategic initiatives in various areas of technology to build and grow its current business, while also making significant inroads into the digital sphere.

The Indian Education Publishing market is highly fragmented with over 8000 publishers. Each of these publishers have strong ties with select educational institutions, where their books are used. Repro''s client base is in excess of 500 Publishers and Educational Institutions. Building on the foundation of strong relationships with its customers, the company has focused on some specific areas of growth:

Content Aggregation to effective dissemination:

Content creation is the core competence of the publishers to be delivered to the end customer i.e. students or readers (e-books or p-books) on any media, be it a printed book, computer, tablet or a mobile.

Publishers strive to increase revenues by maximizing the reach of their content in the required time, at the required price to the end users all over the world, physically or digitally. Repro is bridging the ''in-between'' miles between the publisher and his reader. By aggregating publishers'' content in its digital warehouses, your Company helps publishers increase their business by making their books available to more readers and markets.

Repro : The Gateway to increased Business for Publishers

Your Company is the Gateway to increased business for publishers. This Gateway enables the publisher to disseminate its content through various channels. These channels are set up to help the Publisher reach markets that will help him contact a larger client base.

Your Company does this through Rapples, where books are digitized, enhanced and made available to more students; through the e-tailers where your Company has strategic tie- ups with international e-tail companies; through schools with printed textbooks; and to Africa where your Company has strong relationships with publishers and Governments in 22 African countries.

Repro partners with it''s customers right from creating and managing publishers'' content; to producing it in the required format, print or digital; to ensuring books or e-books reach the end user anywhere in the world.

Your Company is leveraging it''s strong relationships with publishers over the last 2 decades to become the largest aggregator of content which gives your Company a significant competitive advantage. In this way, through Content Aggregation and effective dissemination, your Company is offering multiple opportunities for revenue multiplication to the Publishers with the same content.

Rapples, enhancing digital education

Rapples, the Digital Educational Solution launched by your Company is changing the course of educational experience and outcome in India. A digital revolution is underway and this is impacting the way education is imparted. Customised educational solutions are now possible, with increased penetration of mobile devices. Digital content and personalized learning is increasing. The future classroom is blended with technology to augment teacher capability.

Your Company has created a customized solution called Rapples which is a 360 degree multi-sensory learning experience with pre- loaded textbooks delivered on tablets. Repro enables publishers to digitize, enhance and, reach their books to millions of children. For students, the solution promotes ''bagless'' learning with the benefits of multimedia and interactive learning. Repro has already invested Rs. 22 Crores over the last 2 years in Rapples all of which has been charged to the Profit and Loss Account.

New Initiatives - The global e-tailing opportunity

Repro has tie-ups with international and Indian e-tailers enabling the listing of publishers'' titles on e-tail sites, giving the customers access to global titles with significantly reduced lead times and price.

Repro enables publishers to increase their revenues and reach their e-tail customers by providing a complete solution thereby improving efficiencies of the supply chain and reducing costs.

The solution includes offering the publisher a state of the art technology content repository, to printing on demand- even a single book for the end customer - to disbursing the royalties back to the publisher.

Exports - Strategy of large volume fulfillment and cross selling

Your Company has strong relationships with the key publishers in over 22 countries in Africa. With a first mover advantage and a deep understanding of the business environment, this segment is poised to grow further. Repro complements publishers by planning and mass producing the right product, at the right price and in the required time reaching it anywhere in Africa. With the experience and the relationships, Repro opens additional revenue opportunities to Indian and African publishers by offering them access to each others markets thus capitalizing on their respective Intellectual Property Rights.

Domestic Market - Strategy of value addition and margin growth

Your Company is providing integrated services and an end-to-end solution to content owners like educational publishers in India and globally. Offering full services has improved the margins that Repro realizes from the domestic market. Your company has a market leadership in virtually all educational segments and products - from textbooks, supplementary books, distance learning, vocational courseware etc.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company''s various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

ESOPS

Your Company has implemented two Employee Stock Option Schemes namely Repro India Limited (Employees Stock Option Scheme), 2006 [Repro ESOS 2006] and Repro India Limited. (Employees Stock Option Scheme), 2010 [Repro ESOS 2010] in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 2009 (the SEBI Guidelines). The Compensation Committee constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme.

During this year, there has been no grant of options or issue of shares on exercise of stock options under either of the Schemes and hence there is no impact on the Statement of Profit and Loss of the Company.

The disclosures as stipulated under the applicable SEBI Guidelines as on March 31, 2015 (cumulative position) with regard to the Repro ESOS 2006 and Repro ESOS 2010 are set out in Note no. 27 to the financial statements and the Annexure F to this Report.

SHARE CAPITAL

During the year, your Company has not issued and allotted any shares on the exercise of stock options under any of the ESOP schemes. As a result of this, the outstanding issued, subscribed and paid up equity shares of the Company remains unchanged at 10,903,759 as on March 31,2015.

TRANSFER TO RESERVES

Your directors have proposed not to transfer any sum to the general reserves of the Company.

PUBLIC DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DIVIDEND

In view of the performance of your Company, and its future fund requirements, your Directors recommend declaration of dividend of Rs. 10/- (Rupees Ten only) per Equity share of the face value of Rs. 10/- (Rupees Ten only) for the year ended on March 31,2015 for the approval of the shareholders at the ensuing AGM.

AUDITORS'' REPORT

The Auditors'' Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark

The Notes on Accounts referred to by the Auditors in their report are self-explanatory and do not require any further clarification.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Dr. K.R. Chandratre, Practising Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - [C]" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the following:

The Company is not in compliance with the minimum requirement of Independent Directors on the Board of Directors as per Clause 49 II A of the Listing Agreement since October 1,2014 till the end of the Audit Period. The Company is short of one Independent Director.

This is because of the resignation of Mr. Sanjay Asher from our Board w.e.f. October 1, 2014, in view of the provisions of the amended Clause 49 of listing agreement setting the ceiling limit on the maximum number of the Listed Companies in which an individual can serve as an independent Director w.e.f. October 1, 2014. The Company is in search of a new Independent Director.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure [D]" to this Report.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website on the link: http://www.reproindialtd.com/pdf/RELATED%20PARTY%20 TRANSACTION%20POLICY%20OF%20REPRO%20INDIA%20 LIMITED.pdf

Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.

LOANS AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 12, 13 and 29 to the standalone financial statement).

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

As per the requirements of Clause 49 of the Listing Agreement, your Company has constituted a Risk Management Committee to oversee the risk management efforts in the Company under the Chairmanship of Mr. Sanjeev Vohra, the Managing Director.

The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this Report.

During the financial year 2014-15, the Board of Directors have approved the risk management policy as proposed by the Management and recommended by the Risk Management Committee.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

VIGIL MECHANISM

Your Company is committed to the highest standards of ethical, moral and legal business conduct.

Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on February 11, 2015 approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. The CSR Policy outlines the CSR activities of your Company with the focus area being education and providing education tools and enhancing educational and learning outcomes.

Digital solution in Education for enhanced learning has been identified as a key CSR activity of the Company. This being the first year, the identification of a specific project following the roadmap, will take a certain amount of time and hence your Company was not able to initiate the actual expenditure for the CSR activity before March 31,2015. Accordingly, the Company has not contributed to CSR during the financial year 2014-15.The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as "Annexure [E]" to this Report.

DIRECTORS

In terms of Section 152 of the Companies Act, 2013, Mr. Rajeev Vohra, Director of the Company, liable to retire by rotation at the ensuing Annual General Meeting being eligible, offers himself for re-appointment.

Mr. Sanjay Asher has resigned from the Board of Directors of the company wef October 1,2014 owing to the recent amendments in the Listing Agreement according to which a Director cannot be on the Board of Directors of more than seven Listed Companies.

The Board placed on record the long association of Mr. Sanjay Asher with the Company since May 2, 2000 and his valuable contribution to the Company.

The Board of Directors in their meeting held on May 27, 2015 reappointed the Whole-Time Directors, Mr. Pramod Khera, designated as Executive Director for three years from May 18, 2015 and Mr. Vinod Vohra designated as Chairman, Mr. Sanjeev Vohra designated as Managing Director, and Mr. Mukesh Dhruve and Mr. Rajeev Vohra designated as Executive Directors for a period of three years from March 1, 2016 subject to the approval of the members in the ensuing Annual General Meeting.

Brief resume of all the Directors proposed to be reappointed as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges and the Companies Act, 2013, are provided in the notice of the Annual General Meeting and the explanatory statements.

Pursuant to Section 149(6) of the Companies Act, 2013, the Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act 2013 and Clause 49 of Listing Agreement.

AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants, who retire at the ensuing AGM of your Company are eligible for re-appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder and the Listing Agreement.

The Audit Committee and the Board of Directors recommend the appointment of M/s. B S R & Co. LLP, Chartered Accountants, as the Auditors of your Company for the financial year 2015-16 till the conclusion of the next AGM.

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

The information on conservation of energy and technology absorption and foreign exchange earnings & outgo as stipulated under Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure G to this Report.

REPORT ON CORPORATE GOVERNANCE

Your Company is complying with the requirement of Clause 49 of the Listing Agreement except Clause 49 II A relating to Board of Directors composition with respect to Independent Directors. The Company is not in compliance with the minimum requirement of Independent Directors on the Board of Directors as per the Clause since October 1,2014 till the end of the Audit Period . The Company is short of one Independent Director because of the reason as mentioned in the paragraph on Secretarial Audit.

Necessary disclosures have been made in this regard in the Corporate Governance Report. A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms a part of this Report along with the Certificate from Mr. Dinesh Kumar Deora, Practising Company Secretary confirming compliance of conditions of Corporate Governance except Clause 49 II A.

The declaration by the Managing Director regarding compliance by board members and senior management personnel with the code of conduct also forms a part of the Annual Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on August 12, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The Managing Director of your Company does not receive remuneration from any of the subsidiaries of your Company.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors and employees of your Company is set out in "Annexure [B]" to this Report.

Annual Evaluation of Board''s Performance:

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board of Director(s) for the financial year 2014-15.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Repro has a widespread system of internal controls, with the objective of safeguarding the company''s assets, ensuring that transactions are properly authorized, recorded and reported, and that we provide significant assurance of the integrity, objectivity and reliability of the financial information we provide to stakeholders.

The Company maintains a system of strict internal controls, including suitable monitoring procedures. The company has a sound internal control system for pricing, contract management and finalization of purchases and sub-contracts, proper safeguarding of all its assets and other important functional areas. The internal control system is adequately supplemented by a program of internal audit to ensure that the business operations are conducted in adherence to laid down policies and procedures. Significant issues are brought to the attention of the Audit Committee of the Board of Directors. The internal controls and internal audit existing in the Company are considered to be adequate vis-a-vis the business requirements.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on March 31, 2015 and of the profit and loss of the Company for the financial year ended March 31,2015;

(c) proper and sufficient care has been taken 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;

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

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

EMPLOYEE WELFARE SCHEMES

Gratuity Liability of the Company in all cases has been discharged promptly through LIC of India. The Company has continued its tie up with LIC for the Employees Group Superannuation Scheme.

As on the end of the financial year, no cases of sexual harassment and discriminatory employment were reported in the last financial year. Your Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. This is supported by the Sexual Harassment Policy in the Employee Policy which ensures a free and fair enquiry process with clear timelines.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES ACTIVITIES

Innovation and diversity, creativity and personal responsibility are combined to generate business advantage for our employees. The Company fosters an enabling environment, an energetic culture and a customer - focused philosophy that inspires and motivates all Reproites to perform their best.

At Repro, the HR Department is continuously looking at expanding opportunities for growth. The broader the employees'' experience, education and background, the more diverse their opinions and insights, the deeper the Company''s collective understanding grows. The result is a collaborative environment that respects individual needs and promotes ongoing development.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, valuable contribution and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board of Directors

Mumbai. VINOD VOHRA Date: May 27, 2015 Chairman

Mar 31, 2014

Dear Shareholder,

The Directors have pleasure in presenting the Twenty First Annual Report of your Company together with the audited Balance Sheet and Profit and Loss Account of the Company for the year ended on March 31, 2014.

FINANCIAL RESULTS

STANDALONE

(Rs. in Lacs) Year ended March 31, 2014 2013

Revenue from operations 42,070 38,034

Profit before interest, depreciation and taxation 7,290 6,868

Financial Expenses 2,072 1,511

Depreciation 1,714 1,477

Profit before tax 3,707 4,157

Tax Expenses 737 313

Profit after Tax 2,971 3,844

Transfer to General Reserve 384 384

Proposed Dividend 1,090 1,090

Tax on Dividend 185 185

CONSOLIDATED

(Rs. in Lacs) Year ended March 31, 2014 2013

Revenue from operations 42,109 38,096

Profit before interest, depreciation and taxation 7,286 6,682

Financial Expenses 2,133 1,511

Depreciation 1,840 1,521

Profit before tax 3,431 3,907

Tax Expenses 793 237

Profit after Tax 2,637 3,670

Transfer to General Reserve 384 384

Proposed Dividend 1,090 1,090

Tax on Dividend 185 185

PERFORMANCE REVIEW

In the current year there has been an 11% growth of revenues from Rs. 380.34 Crores in 2013 to Rs. 420.70 Crores in 2014. The Operating Profit has also grown from Rs. 68.68 Crores to Rs. 72.90 Crores. The profit before tax has come down from Rs. 41.57 Crores to Rs. 37.07 Crores and PAT is down to Rs. 29.71 Crores from Rs. 38.44 Crores after the pre-launch expenses of RAPPLES (Repro Applied Learning Solutions) of Rs. 10.12 Crores incurred during the year which has been charged to the Statement of Profit and Loss. The export domestic ratio for the year is 47:53.

The Consolidated Net Revenue from Operations has been Rs. 421.09 Crores and Consolidated Net Profit for the year is Rs. 26.37 Crores.

The Ministry of Company Affairs (MCA) by General Circular No 2/2011 dated February 8, 2011 has granted an exemption to the Companies from complying with Section 212 of the Companies Act, 1956 provided such companies fulfill conditions mentioned in the said circular.

The Board of Directors of your Company at the meeting held on May 20, 2014 approved the Audited Consolidated Financial Statements for the financial year 2013-14 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of its subsidiaries and forms part of this report. The Consolidated financial statements of your Company for the financial year 2013-14 have been prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India. The consolidated accounts have been prepared on the basis of audited financial statements received from subsidiaries as approved by their respective Boards.

The Annual Accounts and the financial statements of the subsidiary Companies of your Company and related detailed information according to Section 212 of the Companies Act, 1956 shall be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the above circular and accordingly, has not attached the financial statements of its subsidiary companies for the financial year 2013-14. A statement of summarised financials of the two subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular dated 8th February, 2011 issued by Ministry of Corporate Affairs, is given under Note 38 of Consolidated Notes to the financial statements.

BUSINESS HIGHLIGHTS

One of your Company''s main strategies has been it''s focus on education. Your Company''s vision remains to continue enabling quality educational content - through the digital and print medium- so that it can partner in the change it can make in millions of lives and share the benefit of this growth with its stakeholders.

The impact of change in the new methods of education, digitisation and social media have been immensely felt during the last year. During the year, your Company has been focusing on gearing up for this change. By remaining flexible and responsive, your Company has been able to anticipate and plan for the future. As a response to this change, your Company has changed its investment strategy towards the direction of increased digitisation that has enabled your Company take concrete steps to plan for the digital wave that the world is experiencing.

One of the main outcomes of your Company''s investment strategy has been the launch of Repro Applied Learning Solutions (Rapples) - the 360 degree multi-sensory learning experience with pre-loaded textbooks delivered on a tablet.

Rapples will revolutionise education in several ways. It will convert education from being teacher centric to student centric. It will give students an enhanced learning experience, with all the benefits of multimedia like interactivity, animation, video links, etc. Students will no longer have to carry the burden of heavy bags. It is minimally disruptive, which means it integrates into a school''s current system. A major differentiator is that teachers of schools will choose the textbooks they wish to use on Rapples.

The official launch of Rapples in February at the Delhi Book Fair - by students and principals received an overwhelming response. It is already in advanced pilots in several schools across India.

Your Company has recognised that an initiative like this requires substantial investment. But also, an initiative like this is bound to have a revolutionary impact. We have backed this initiative over the last year with an investment of R 10.12 Crore and we expect the return on this to start flowing in the coming years.

Our strategy of value addition and growth has paid off handsomely in the domestic market. Our market in India has grown by over 39% through the last financial year. Better planning, sourcing and deliveries were all achieved thanks to our focus on value engineering.

Several initiatives have added value to our clients and resulted in margin growth. Among these is the Print-On-Demand solution that gives clients a value added solution to low runs, and has helped us garner a greater margin in existing businesses. A strategy of building contractual relationships for continued and sustained business has further helped us drive volume and margins.

During the last year, we have focused on the strategic objective of investing in the new digital initiative, we have balanced it with a focus on decreasing debt through collections and mitigating potential risks in financial terms. This is also important since in the export markets, we have a longer business cycle. This has also led to a more diligent selection of orders from private publishers enabling us to balance lower turnovers but ensure better cash flows.

Our strategy of setting ourselves the highest benchmarks in the areas of Quality, Environment and Infrastructure remained a key focus. By developing a culture of continuous improvement, we have ensured that we adhere to the highest quality certifications including making sure our plants are FSC certified. In addition to other international quality certifications, the ISO 27001:2005 certification for ISMS will be completed in the current financial year.

India and Africa have continued to grow as markets and your Company is happy to report that we have a large and committed client base who have demonstrated their loyalty with repeat business year after year. Your Company has also added on several new strategic clients, and garnered a majority of market share in African countries.

Your Company has built upon its mission of making available quality education to every child. Your Company has leveraged its understanding and its industry leadership status to capitalise on the billion dollar, addressable India education opportunity; on the half-a-billion dollar Africa education opportunity; and your Company has built on its strengths in digital content management, relationships with publishers and overall experience in education - to pioneer a ''one-to-one'' ''multi-sensory'' digital learning experience.

RECOGNITION

Five teams from your Company''s Navi Mumbai, Surat and Chennai Unit participated in the Quality Circle Forum of India''s Annual Convention of Mumbai Chapter in August 2013 and won 4 Gold and 1 Bronze trophies.

Your Company started participating in this event from 2012 and won 2 silver trophies in the first year. This year more than 300 teams from across the industries like Tata, Reliance, Mahindra & Mahindra, RCF, Mazgaon Dock, Parle, Mukand Steel, CEAT, Emami etc. participated in this event and presented case studies on various concepts viz. Quality circle, Kaizen, 5S, TPM, SMED etc.

Your Company''s Navi Mumbai and Surat Units are certified for following Certifications

1. ISO 9001:2008

2. ISO 14001:2004

3. FSC (Forest Stewardship Council)

4. PEFC (Program for Endorsement for Forest Certification)

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

ESOPS

Your Company has implemented two Employee Stock Option Schemes namely Repro India Limited. (Employees Stock Option Scheme), 2006 [Repro ESOS 2006] and Repro India Limited. (Employees Stock Option Scheme), 2010 [Repro ESOS 2010] in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 2009 (the SEBI Guidelines). The Compensation Committee constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme.

As the intrinsic value (difference between Market price and Exercise price) on the date of the grant was nil, no compensation cost has been recognised in the financial statements.

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2014 (cumulative position) are set out in the Annexure to this Report.

INCREASE IN SHARE CAPITAL

During the year, your Company issued and allotted 6,700 number of shares on the exercise of stock options under the Repro ESOS 2006. As a result of this, the outstanding issued, subscribed and paid up equity shares of the Company increased from 10,897,059 shares as at March 31, 2013 to 10,903,759 as at March 31, 2014.

TRANSFER TO RESERVES

Your directors propose to transfer a sum of R 384 lacs, to the general reserves of the Company pursuant to The Companies (Transfer of Profits to Reserves) Rules 1975.

DIVIDEND

In view of the performance of your Company, and its future fund requirements, your Directors recommend declaration of dividend of Rs. 10/- (Rupees Ten only) per Equity share of the face value of Rs. 10/- (Rupees Ten only) for the year ended on March 31, 2014.

Such dividend shall, subject to approval at the forthcoming Annual General Meeting, be paid

(i) To those Equity Shareholders, holding shares in physical form whose names appear on the Register of Members of the Company after giving effect to the valid share transfers lodged with the Companies Registrar and Share Transfer Agents on or before September 19, 2014

(ii) To those beneficial owners, holding shares in electronic form, whose names appear in the statement of beneficial owners furnished by the Depositories to the Company at the opening of business hours on September 20, 2014

The register of members and share transfer books will remain closed from September 20, 2014 to September 27, 2014 (both days inclusive).

AUDITORS'' REPORT

The Notes on Accounts referred to by the Auditors in their report are self-explanatory and do not require any further clarification.

DIRECTORS

In terms of Section 152 of the Companies Act, 2013, Mr. Mukesh Dhruve Director of the Company, liable to retire by rotation at the ensuing Annual General Meeting being eligible, offers himself for re-appointment.

Pursuant to Section 149(6) of the Companies Act, 2013, the Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act 2013 and Clause 49 of Listing Agreement.

Members are requested to refer to the notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment.

AUDITORS

The Auditors M/s. B S R & Co. LLP, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. M/s. B S R & Co. LLP, Chartered Accountants, are being appointed as Statutory Auditors of your Company at the ensuing Annual General Meeting. Your Directors recommend their appointment for the ensuing year.

M/s B S R & Co. LLP, Chartered Accountants have confirmed that their appointment as statutory auditors of the Company for the financial year 2014-15 will be in compliance with Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

COST ACCOUNTING RECORDS

As per the Cost Accounting Records Rules, 2011 as amended till date, maintenance of Cost Records under the Rules is applicable to your Company and your Company has complied with the requirements under the said Rules as applicable.

PERSONNEL

As of March 31, 2014, the total manpower strength of your Company is 1057 employees including 119 employees of it''s subsidiary, Repro Innovative Digiprint Ltd.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, names and other particulars of the employees are set out in the annexure to this report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy and Technology Absorption

CONSERVATION OF ENERGY:

As required under Section 217(1)(e) of the Companies Act, 1956, (including any statutory modifications or re-enactment thereof for the time being in force) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, your Company is not covered by the Schedule of Industries which are required to furnish the information in Form ''A''. However, your Company has continued to lay a special emphasis in creating awareness on conservation of energy.

TECHNOLOGY ABSORPTION:

Your Company does not have any technical collaboration arrangements. Your Company has always used the latest technology available in the industry. Accordingly, the Company has procured the latest equipment and its personnel are trained from time to time, on the use, operation and maintenance of such highly sophisticated equipment.

REPORT ON CORPORATE GOVERNANCE

Your Company is complying with the requirement of Clause 49 of the Listing Agreement. Necessary disclosures have been made in this regard in the Corporate Governance Report. A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report along with the Certificate from Mr. Dinesh Kumar Deora, Practising Company Secretary confirming compliance of conditions of Corporate Governance.

The declaration by the Managing Director regarding compliance by board members and senior management personnel with the code of conduct also forms a part of the Annual Report.

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms a part of this Report.

EMPLOYEE WELFARE SCHEMES:

Gratuity Liability of the Company in all cases has been discharged promptly through LIC of India. The Company has continued its tied up with LIC for the Employees Group Superannuation Scheme.

HUMAN RESOURCES ACTIVITIES

While your Company aims at achieving it goals, our employees are our core resource and the departments have continuously evolved policies to strengthen its employee value proposition. The human resources strategy enabled the Company to attract, integrate, develop and retain the best talent required for driving business growth. The sustained strategic focus to enhance employee capability, improve efficiency and groom future leaders has helped your company maintain its benchmark status in the industry. The ''workforce management strategy'' was executed optimally to fulfill business demand, deliver consistently high utilisation rates and keep manpower costs within the desired range as per business plan. Your Company has created a performance driven environment where innovation is encouraged, performance is recognised as well as rewarded and employees are motivated to realise their potential. Providing a perfect work ambience for our employees has always been an integral part of our work culture. Your company believes that it is essential for it''s employees to enjoy at their workplace, thereby creating a positive engagement with the organisation. This philosophy has enabled us to retain our best talent and has made us an employer of choice in the printing industry. The HR team at Repro has developed various initiatives and incorporated best practices from the industry for its human capital comprising of more than 1000 plus employees.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures have been made from the same;

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

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act, 2013 to the extent applicable for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, valuable contribution and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board of Directors

VINOD VOHRA Chairman

Mumbai. Date: May 20, 2014

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Twentieth Annual Report of your Company together with the audited Balance Sheet and Profit and Loss Account of the Company for the year ended on March 31, 2013.

FINANCIAL RESULTS

STANDALONE

(Rs. in Lacs)

Year ended March 31, 2013 2012

Revenue from operations 38,195 35,414

Profit before interest, depreciation 6,868 5,824 and taxation

Financial Expenses 1,511 1,232

Depreciation 1,477 1,229

Profit before tax 4,157 3,673

Tax Expenses 313 69

Profit after Tax 3,844 3,604

Transfer to General Reserve 384 360

Proposed Dividend 1,090 1,084

Tax on Dividend 185 176

CONSOLIDATED

(Rs. in Lacs)

Year ended March 31, 2013 2012

Revenue from operations 38,257 34,596

Profit before interest, depreciation 6,682 5,721 and taxation

Financial Expenses 1,511 1,232

Depreciation 1,521 1,249

Profit before Tax 3,907 3,531

Tax Expenses 237 32

Profit after Tax 3,670 3,499

Transfer to General Reserve 384 360

Proposed Dividend 1,090 1,084

Tax on Dividend 185 176

PERFORMANCE REVIEW STANDALONE

There has been 8% growth in revenue, from Rs. 354.14 Crores in 2012 to Rs. 381.95 Crores in 2013.

Operating profit has grown by 18% from Rs. 58.24 Crores to Rs. 68.68 Crores. There has been a 13% growth in Profit Before Tax, from Rs. 36.73 Crores to Rs. 41.57 Crores and 7% growth in PAT from Rs. 36.04 Crores to Rs. 38.44 Crores.

The Consolidated Net Revenue from Operations has been Rs. 382.57 Crores and Consolidated Net Profit for the year is Rs. 36.70 Crores.

The export domestic ratio for the year is 56:44. During the year, your Company did an export business of close to Rs. 150 Crores. from the Surat facility.

The Ministry of Company Affairs (MCA) by General Circular No. 2/2011 dated February 8, 2011 has granted an exemption to the Companies from complying with Section 212 of the Companies Act, 1956 provided such companies fulfill conditions mentioned in the said circular.

The Board of Directors of your Company at it''s meeting held on May 28, 2013 approved the Audited Consolidated Financial Statements for the financial year 2012-13 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of its subsidiaries and forms part of this report. The Consolidated financial statements of your Company for the financial year 2012-13 have been prepared in compliance with the applicable Accounting Standards and wherever applicable, the Listing Agreement as prescribed by the Securities and Exchange Board of India. The consolidated accounts have been prepared on the basis of audited financial statements received from subsidiaries as approved by their respective Boards.

The Annual Accounts and the financial statements of the subsidiary Companies of your Company and related detailed information according to Section 212 of the Companies Act, 1956 shall be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the above circular and accordingly, has not attached the financial statements of its subsidiary companies for the financial year 2012-13. A statement of summarized financials of the two subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Affairs is given under Note No 40 of Consolidated Financial Statements.

BUSINESS HIGHLIGHTS

Looking at the growing trend of the electronic media in the education space, your Company is expanding its horizons to Educational Content Management and a Delivery Solutions Project by which your Company is entering into the domain of selling of e Books and e Learning Solutions with a focus on Education.

RAPPLESÂ (Repro Applied Learning Solutions) is the new initiative which provides complete end to end digital content delivery and education platform for different educational segments. RAPPLES comprises of various computer and networking hardware and software at back-end to deliver and manage interactive educational digital content with e-book reader to deliver the content and Learning Management Systems manage end to end education delivery. There are Tablet computers provided to students for learning and to teachers for teaching in audio-visual multimedia classroom with projector and appropriate sound systems.

Repro CloudStoreÂ, Repro''s Digital Storefront is a one stop repository of millions of titles online that can be accessed at the click of a button. It has been built with one basic premise, that every book lover, anywhere in the world, should have access to eBooks of their choice, at any time with the simplest possible system and the easiest possible process. With technology changing as fast as the seasons, content can be accessed and downloaded easily on almost any device. It is device & platform agnostic. Security is of utmost importance and all content available are fully secured with industry standard digital rights management systems. The professional payment gateways services from trusted partners are with the highest levels of e-security.

Your Company offers solutions at every stage of a publisher''s value chain. Repro serves book publishers and organizations across Asia, Africa, Europe and North America producing multiple product formats such as books, ebooks and other interactive content. This focus on education, coupled with the Company''s increase in capability, is ushering in a time of growth for the Company.

One of your Company''s main strategies has been it''s focus on education. Education in India and Africa is seen as a means of lifting nations to a middle-income status. These facts are indicative of the opportunity the education segment offers.

Your Company''s vision remains to continue enabling quality educational content - through the digital and print medium - so that it can partner in the change it can make in millions of lives and share the benefit of this growth with its stakeholders.

For over two decades, your Company has been meeting the needs of educational publishers across India, Africa, UK and USA. Your Company has worked consciously and aggressively to ensure that its stays in tune with changing technology to continue enabling educational content reach students everywhere. And having recognized the different needs of different publishers, your Company offers print solutions that are best suited to them, giving them both the economies and quality they need.

The Company''s corporate head quarters moved to a new premises, which is a larger, more accessible and suitable location at Parel, Mumbai. This opportunity was picked up to consolidate the IT infrastructure into single place with more state-of-art networking as well connectivity to multiple operating locations. A new data center was built in a dedicated space which is compliant to various standards for redundancy and high speed internal LAN as well as WAN connectivity. It is equipped with data security devices and mass data storage & cloud capacity. Now the infrastructure is poised for ISO 27001 level certification with high data assurance, availability and security to all operating locations, internal employees as well as customers. It helps company move to more digital collaborative work culture for business productivity benefits.

RECOGNITION:

Two teams from your Company''s Mahape Unit participated for the first time in the 26th Annual Chapter Convention and Quality Concept (CCQC) 2012 which was arranged by the Quality Circle Forum of India (QCFI), Mumbai. More than 250 teams from different industries (Tata Group Companies, Reliance, Mazgaon Dock, Mukand Steel, etc.) participated in this event and presented case studies on various quality concepts, such as Quality Circle, TPM, Kaizen, Six Sigma, 5S, etc. Two teams from your Company i participated in this event - Sheetfed and QA. The Sheetfed team j participated in the "Single Minute of Exchange of Dies" (SMED) i concept on "Reduction in Make-ready Time", and the QA team participated in the 5S concept category on "Data Management | on Server." Both the teams won a Silver trophy in their respective categories.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

ESOPS

Your Company has implemented two Employee Stock Option Schemes namely Repro India Limited (Employees Stock Option Scheme), 2006 [REPRO ESOS 2006] and Repro India Limited (Employees Stock Option Scheme), 2010 [REPRO ESOS 2010] in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock | Purchase Scheme) Guidelines, 2009 (''the SEBI Guidelines'') The Compensation Committee constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme.

As the intrinsic value (difference between Market price and Exercise price) on the date of the grant was nil, no compensation cost has been recognised in the financial statement.

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2013 (cumulative position) are set out in the Annexure to this Report.

INCREASE IN SHARE CAPITAL

During the year, your Company issued and allotted 53,985 number of shares on the exercise of stock options under the Repro ESOS 2006. As a result of this, the outstanding issued, subscribed and paid up capital of the Company increased from 10,843,074 equity shares as at March 31, 2012 to 10,897,059 equity shares as at March 31, 2013.

TRANSFER TO RESERVES

Your directors propose to transfer a sum of Rs. 384 lacs, being 10% of the profits of the year under review, to the general reserves of the Company pursuant to The Companies (Transfer of Profits to Reserves) Rules, 1975.

DIVIDEND

In view of the performance of your Company, and its future fund requirements, the Board has recommended a dividend of 100% (Rs. 10/- per Equity share of Rs. 10/- face value), for the year ended March 31, 2013 which is same as during the last year.

Such dividend shall, subject to approval at the forthcoming Annual General Meeting, be paid

(i) to those Equity Shareholders, holding shares in physical form whose names appear on the Register of Members of the Company after giving effect to all valid share transfers lodged with the Companies Registrar and Share Transfer Agents viz Link Intime India Private Limited on or before August 2, 2013

(ii) to those beneficial owners, holding shares in electronic form, whose names appear in the statement of beneficial owners furnished by the Depositories to the Company at the opening business hours on August 3, 2013.

The register of members and share transfer books will remain closed from August 3, 2013 to August 10, 2013 (both days inclusive).

AUDITORS'' REPORT

The Notes on Accounts referred to by the Auditors in their report are self-explanatory and do not require any further clarification.

DIRECTORS

Mr. Sanjay Asher, Mr. Dushyant Mehta and Mr. Alyque Padamsee, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume of the Directors proposed to be re-appointed as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Report on Corporate Governance forming part of the Annual Report.

AUDITORS

The Auditors M/s. S. R. Batliboi & Co. LLP Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting.

M/s S. R. Batliboi & Co. LLP have expressed their unwillingeness to be re-appointed as the Statutory Auditors of the Company for the financial year 2013-14.

M/s B S R & Co., Chartered Accountants have confirmed that their appointment as statutory auditors of the Company for the financial year 2013-14 will be in compliance with Section 224(1B) of the Companies Act, 1956 and offer themselves for appointment as statutory auditors of the Company for the financial year 2013-14 pursuant to Section 224 of the Companies Act, 1956.

The Directors sincerely thank M/s S. R. Batliboi & Co. LLP Chartered Accountants, Mumbai, for the professional services rendered by them to the Company and place on record their valued contribution to the growth of the Company in the past years.

COST ACCOUNTING RECORDS

As per the new The Companies (Cost Accounting Records) Rules, 2011 as amended till date, maintenance of Cost Records under the Rules is applicable to your Company and your Company has complied and will be complying with the requirements under the said Rules as applicable.

PERSONNEL

As of March 31, 2013, the total manpower strength of your Company is close to 1,000 employees.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, names and other particulars of the employees are set out in the annexure to this report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

CONSERVATION OF ENERGY:

As required under Section 217(1)(e) of the Companies Act, 1956, (including any statutory modifications or re-enactment thereof for the time being in force) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Company is not covered by the Schedule of Industries which are required to furnish the information in Form ''A''. However, your Company has continued to lay a special emphasis in creating awareness on conservation of energy.

TECHNOLOGY ABSORPTION:

The Company does not have any technical collaboration arrangements. The Company has always used the latest technology available in the industry. Accordingly, the Company has procured the latest equipment and its personnel are trained from time to time, on the use, operation and maintenance of such highly sophisticated equipment.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of expenditure and earnings in foreign currencies are given under Note 38 & 40 in the financial statements.

REPORT ON CORPORATE GOVERNANCE

Your Company is complying with the requirement of Clause 49 of the Listing Agreement. Necessary disclosures have been made in this regard in the Corporate Governance Report. A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report along with the Certificate from Mr. Dinesh Kumar Deora, Practising Company Secretary, confirming compliance of conditions of Corporate Governance.

The declaration by the Managing Director regarding compliance by board members and senior management personnel with the code of conduct also forms a part of the Annual Report.

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms a part of this Report.

EMPLOYEE WELFARE SCHEMES:

Gratuity Liability of the Company in all cases has been discharged promptly through LIC of India. The Company has continued its tie up with LIC for the Employees Group Superannuation Scheme.

HUMAN RESOURCES ACTIVITIES:

While your Company aims at achieving its goals, it''s employees are it''s core resource and your Company has continuously evolved policies to strengthen its employee value proposition. The human resources strategy enabled the Company to attract, integrate, develop and retain the best talent required for driving business growth. The sustained strategic focus to enhance employee capability, improve efficiency and groom future leaders has helped your Company maintain its benchmark status in the Printing industry. The ''workforce management strategy'' was executed optimally to fulfil business demand, deliver consistently high utilization rates and keep manpower costs within the desired range as per business plan. The Company has created a performance driven environment where innovation is encouraged, performance is recognized as well as rewarded and employees are motivated to realise their potential. Your Company''s relentless pursuit to connect with employees on a regular basis, provide opportunities to learn and grow within the organisation are yielding desired results as is evident from the low attrition rates and the motivation as well as engagement levels of our employees. In line with this philosophy, HR team at your Company has developed various initiatives and incorporated best practices from the industry for its human capital comprising of more than 1,000 plus employees.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures have been made from the same;

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

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

d) The Directors have prepared the annual accounts on a going concern basis.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in Corporate Governance" (Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 datd 29.04.2011) allowing paperless compliances by Companies through electronic mode. Companies are now permitted to send various notices/documents to the registered email addresses of shareholders. This move by the Ministry is welcome since it will benefit the society at large and contribute towards a Greener Environment.

Keeping in view the underlying theme and the circular issued by MCA, we have participated in Green Initiative and propose to send documents like General Meeting Notices (including AGM), Audited Financial Statements, Directors'' Report, Auditors'' Report i etc. to the shareholders in the electronic form, to the e-mail addresses so provided by the shareholder and made available to us by the Depositories, NSDL & CDSL using data maintained by the Depository participants (DP).

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, valuable contribution and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board of Directors

VINOD VOHRA

CHAIRMAN

Mumbai.

Date: May 28, 2013

Mar 31, 2012

The Directors have pleasure in presenting the Nineteenth Annual Report of your Company together with the audited Balance Sheet and Profit and Loss Account of the Company for the year ended on March 31, 2012.

Financial Results

STANDALONE

(Rs. In Lacs)

Year ended 31st March, 2012 2011

Revenue from operations 34,568 26,865

Profit before interest, depreciation 6,173 3,854 and taxation

Financial Expenses 1,232 787

Depreciation 1,229 1,108

Profit before tax 3,673 1,959

Tax Expenses 69 (320)

Profit after Tax 3,604 2,279

Transfer to General Reserve 360 228

Proposed Dividend 1,084 634

Tax on Dividend 176 103

CONSOLIDATED

(Rs. In Lacs)

Year ended

31-March-2012

Revenue from operations 34,596

Profit before interest, depreciation and 6,052 taxation

Financial Expenses 1,232

Depreciation 1,249

Profit before tax 3,531

Tax Expenses 32

Profit after Tax 3,499

Transfer to General Reserve 360

Proposed Dividend 1,084

Tax on Dividend 176

The Ministry of Corporate Affairs (MCA) vide notification no. S.0.447(E) dated February 28, 2011 amended the existing Schedule VI to the Companies Act, 1956. The revised Schedule VI is applicable from financial year commencing from April 1, 2011. The financial statements of your Company for the year ended March 31,2012 have been prepared in accordance with the revised Schedule VI and accordingly, the previous years figures have been reclassified/regrouped to confirm to this year's classification.

Performance review

STANDALONE

There has been 29 % growth in revenue, from Rs. 268.65 crores in 2011 toRs. 345.68 crores in 2012.

The Operating Profit has grown by 60% from Rs. 38.54 crores to Rs. 61.73 crores. There has been a growth of 87% in Profit Before Tax, from Rs. 19.59 crores in 2011 to Rs. 36.73 crores in 2012 and 58% growth in PAT from Rs. 22.79 crores in 2011 to Rs. 36.04 crores in 2012.

CONSOLIDATED

The CONSOLIDATED Net Revenue from Operations is Rs. 345.96 crores and Consolidated Net Profit for the year is Rs. 34.99 crores. Since there is no holding in the subsidiary company as on March, 31, 2011, the comparative figures for the year ended March 31, 2011 have not been presented.

The export domestic sales ratio for the year is 59:41. During the year, Repro did an export business of Rs. 148 crores from the Surat facility.

The Board of Directors of your Company at it's meeting held on May 30, 2012 approved the Audited Consolidated Financial Statements for the FY 2011-12 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of its subsidiary and forms part of this report. The consolidated financial statements of your Company for the FY 2011-12 have been prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

The annual accounts and the financial statements of the subsidiary company and related detailed information according to Section 212 of the Companies Act, 1956 have been attached alongwith the Balance Sheet of the Company and forms part of this report since the exemption pursuant to the General Circular issued by the Ministry of Corporate Affairs has not been availed.

Business Highlights of the year:

In view of the performance of your Company, and its future fund requirements the Board has recommended a dividend of 100% (Rs. 10 per share of Rs. 10 face value) as compared to 60% (Rs. 6 per share of Rs. 10 face value) in FY 2010-11.

The Company is diversifying from offering standalone printing solutions to adding services in the educational value chain, taking on the role of content management, and conversion to new formats, besides other services.

In the last year, Repro has made significant strides in entrenching itself as a leading global player in the education segment and currently, over 85% of its revenue comes from educational publishing.

One of the Company's main strategies has been it's focus on education.

The Company provides customised solutions to meet the need of educational publishers, producing text books, teachers' guides and management books, handling content, design and pre-press. Its machines are capable of delivering high quality production values, enriching the learning experience for teachers and students.

Within each of its markets, education offers an immense potential for growth, spanning both the print and digital spaces.

In India, the Company has succeeded in a price-sensitive market by offering services ranging from content to fulfilment solutions, in the form of warehousing and logistical support to its clients and managing their inventory right up to the last mile despatch. Some of Repro's key clients in India include Pearson, Macmillan, Oxford University Press, Orient Blackswan, Laxmi Publication, Vikram, Saraswati Publications, etc.

In Africa, where the face of education is undergoing a radical change, the Company's range of products and unique solutions can help local publishers advance education.

Repro's services in Africa include adapting content to cater to a specific geographic region, providing end-to-end content and print solutions across services like content management, content digitisation, e-books, e-pub and many more services. It has a strong foothold in Africa, including a presence in some of the larger countries like South Africa, Nigeria, Ghana, etc. The Company has a presence in 22 countries of Africa, predominantly in the southern, western and eastern parts of the continent, including countries such as South Africa, Nigeria and Ghana.

Some of the key clients in the region are University Press Ltd., Cosmos Education Publishers Ltd., Ben and Co. Ltd.,Evans Brothers, HEBN Publishers Pic, Maskew Miller Longman, etc. The Company has been a part of a World Bank funded project. In FY 2011 -12, Repro executed the single largest order of 22 million books for the Government of Nigeria. It was also awarded a direct World Bank tender in Ethiopia.

E-learning is revolutionising education in the western world, with K-12 schools turning to this format. It is also becoming an integral part of higher education. Repro believes that digitisation of the education sphere presents an exciting opportunity for growth. The Company has begun preparing for this challenge by investing in technology that helps offer digital solutions.

One of the key service offerings is the digitisation of legacy content. Repro can digitise legacy content, storing millions of pages in a digital content warehouse. This content can then be converted to multiple digital formats across media, including web and internet-based content and e-books for online learning.

On the printing front, Repro has also sealed alliances with KnowledgeCast and Service Point, two companies based in Europe that provide supply chain services and Document, Print and Information Management Services respectively.

Infrastructure

Your Company has invested in infrastructure that offers customized solutions to educational publishers. Repro's Print on Demand infrastructure enables publishers to print even a single book - which can also be customised if required. This helps the publishers control obsolescence since educational syllabi change periodically.

Another strategy that your Company has adopted has been it's investment in content management. This helped Repro achieve a lock-in with clients where it functions as a custodian of the publishers' content, which is their key asset. Largely due to an approach offering value addition, your Company is happy to report that it's base of loyal customers has increased.

In terms of infrastructure, the Company's three units have continued to operate at the current optimum capacity. The acquisition of the Chennai facility from Macmillan will contribute to the overall capacity and profitability.

Your Company has purchased additional place in Surat SEZ for expansion at Surat which will increase the capacity and productivity of the Surat plant.

A focus on IT has enabled the Company achieve completely automated workflows that are customised to the print vertical. This has further added to efficiencies and therefore profitability.

Operations at all three plants are controlled centrally through the JDF Certified Monarch Planner which automates the layout and preparation of complex jobs, automatically building unique layouts for unique jobs. This has made it easy for the Company to plan and apply its resources for profitable task managment.

Recognition

Your Company has been awarded various international certifications for processes that are integrated within its solutions. These include ISO 14001:2004 for environment management systems, ISO 9001:2008 for quality management systems, FSC and PEFC certifications for paper and SEDEX compliance for enabling responsible supply chain practices.

Your Company has added another prestigious certification to its list. The internationally coveted FOGRA certification was awarded to your Company in September 2011 making it the first Indian Print Company to be awarded with this certification. The Certification is an internationally recognised mark of distinction for sheet-fed and web offset printers.

Your Company also bagged the Capexil Award for the fifth time in a row. CAPEXIL confers annual awards to its members in recognition of their excellence in export performance.

Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

Esops

Your Company has implemented two Employee Stock Option Schemes namely Repro India Ltd (Employees Stock Option Scheme), 2006 [REPRO ESOS 2006] and Repro India Ltd (Employees Stock Option Scheme), 2010 [REPRO ESOS 2010] in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 2009 ('the SEBI Guidelines) The Compensation Committee constituted in accordance with the

SEBI Guidelines, administers and monitors the Scheme.

As the intrinsic value (difference between Market Price and Exercise Price) on the date of the grant was nil, no compensation cost has been recognised in the financial statement.

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2012 (cumulative position) are set out in the Annexure to this Report.

Increase in share capital

During the year, your Company issued and allotted 283,210 number of shares on the exercise of stock options under the Repro ESOS 2006. As a result of this, the outstanding issued, subscribed and paid up capital of the Company increased from 10,559,864 shares as at March 31, 2011 to 10,843,074 as at March 31, 2012.

Transfer to Reserves

Your directors propose to transfer a sum of Rs. 360 lakhs, being 10% of the profits of the year under review, to the general reserves of the Company pursuant to The Companies (Transfer of Profits to Reserves ) Rules 1975.

Dividend

In view of the performance of your Company, and its future fund requirements, your Directors recommend a declaration of dividend of Rs. 10/- per Equity share of Rs. 10/= each for the year ended on March 31, 2012.

Such dividend shall, subject to approval at the forthcoming Annual General Meeting, be paid

(i) to those Equity Shareholders, holding shares in physical form whose names appear on the Register of Members of the Company after giving effect to all valid shares transfers lodged with the Companies Registrar and Share Transfer Agents viz. Link Intime India Pvt. Ltd. on or before September 14, 2012.

(ii) to those beneficial owners, holding shares in electronic form, whose names appear in the statement of beneficial owners furnished by the Depositories to the Company at the opening of business hours on September 15, 2012

The register of members and share transfer books will remain closed from September 15, 2012 to September 22, 2012 (both days inclusive)

Auditors' Report

The Notes on Accounts referred to by the Auditors in their report are self-explanatory and do not require any further clarification.

Directors

Mr. RKrishnamurthy, Mr, Pramod Khera and Mr. Mukesh Dhruve, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

The Board of Directors in their meeting held on May 30, 2012 reappointed Mr. Pramod Khera as an Executive Director for three years from May 18,2012 and Mr. Vinod Vohra as Chairman, Mr. Sanjeev Vohra as Managing Director, and Mr. Mukesh Dhruve and Mr. Rajeev Vohra as Executive Directors for a period of three years from March 1, 2013 subject to the approval of the members in the forthcoming Annual General Meeting .

Brief resume of all Directors proposed to be reappointed as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Auditors

The Auditors M/s. S. R. Batliboi and Co. Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting, and, being eligible, offer themselves for re- appointment. Your Directors recommend their reappointment for the ensuing year.

Cost Accounting Records

As per new The Companies (Cost Accounting Records) Rules, 2011 as amended till date, the maintenance of Cost Records under the Rules is now applicable to your company. Your Company is compling with the requirements under the said Rules as applicable.

Personnel

As of March 31, 2012, the total manpower strength of your Company is 914 employees.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, names and other particulars of the employees are set out in the annexure to this report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy:

As required under Section 217(1)(e) of the Companies Act, 1956, (including any statutory modifications or re-enactment thereof for the time being in force) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, your Company is not covered by the Schedule of Industries which are required to furnish the information in Form A'. However, your Company has continued to lay a special emphasis in creating awareness on conservation of energy.

Technology Absorption:

The Company does not have any technical collaboration arrangements. The Company has always used the latest technology available in the industry. Accordingly, the Company has procured the latest equipment and its personnel are trained from time to time, on the use, operation and maintenance of such highly sophisticated equipment.

Foreign Exchange Earnings and Outgo:

Details of expenditure and earnings in foreign currencies are given under Notes 40 & 42 in the financial statements.

Report on Corporate Governance

Your Company is complying with the requirement of Clause 49 of the Listing Agreement. Necessary disclosures have been made in this regard in the Corporate Governance Report. A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report along with the Certificate from Mr. Dinesh Kumar Deora, Practising Company Secretary confirming compliance of conditions of Corporate Governance.

The declaration by the Managing Director regarding compliance by board members and senior management personnel with the code of conduct also forms a part of the Annual Report.

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms a part of this Report.

Employee Welfare Schemes:

The Gratuity Liability of the Company in all cases has been discharged promptly through LIC of India. The company has continued its tied up with LIC for the Employees Group Superannuation Scheme.

Human Resources Activities:

While REPRO is steadfast at achieving milestones, its Human Resources team supports REPRO in achieving these landmarks by its human capital, through the following philosophy:

"REPRO's HR shall continuously strive towards developing & being recognized for its leadership, culture, and best practices that attract, optimize, and hold top talent while achieving corporate objectives."

In line with this philosophy, HR team at REPRO has developed various initiatives and incorporated best practices from the industry for its human capital comprising of close to 1000 employees.

Your Company believes that teamwork is an integral part of an organisation's progress. With this in mind, your Company has put into place several significant HR initiatives that help on our path of expansion. REPRO creates self reliance and opportunities for fresh Print Engineers by providing them with 6 months cross functional training before final placement in the specific function.

Repro launched a Small Group Activity for various departments and numerous corporate training initiatives were conducted over the year. Our HR department has embarked on a new initiative this year - Muskaan. The purpose of this activity is to spread happiness among underprivileged children. Through the campaign, employees are encouraged to donate money, toys, clothes and other items. These shall be handed over to the NGOs that work for underprivileged children. Various employees have already shown their eagerness to participate in this initiative.

Progressive policies have been implemented that help streamline efficiencies by ensuring a culture of responsibility and greater discipline. A half yearly appraisal system with weightages and a bell-curve approach for performance measurement have resulted in greater accountability and therefore, greater efficiencies across the board. Several measures have been implemented that have benchmarked best practices leading to greater empowerment of the labour force. A rigorous re-skilling programme which covered outbound training , workshops and seminars on latest trends, technologies and management techniques has further helped enhance abilities across the organisation.

Directors' Responsibility Statement

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

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and no material departures have been made from the same;

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

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

d) The Directors have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors take this opportunity to thank and place on record their appreciation for all the employees at all levels for their hard work and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board of Directors

VINODVOHRA

CHAIRMAN

Mumbai. Date: May 30, 2012

Mar 31, 2011

Dear Shareholders, The Directors have pleasure in presenting the Eighteenth Annual Report of your Company together with the audited Balance Sheet and Profit and Loss Account of the Company for the year ended on March 31, 2011.

Financial Results

(Rs. In Lacs) Year ended 31st March,

2011 2010

Sales 25,961 20,032

Profit before interest, depreciation and 3,742 3,335 taxation

Financial Expenses 675 674

Depreciation 1,108 1,004

Profit before tax 1,959 1,657

Tax Expenses (320) (99)

Profit after Tax 2,279 1,756

Transfer to General Reserve 228 176

Proposed Dividend 634 315

Tax on Dividend 103 54

Performance review & Highlights of the year

During this year your Company has achieved an excellent growth both in the domestic & export markets.

There has been 30% growth in revenue, from Rs. 200.32 Crores in the year 2010 toRs. 259.61 Crores in 2011 and 30% growth in PAT from Rs. 17.56 Crores in 2010 to Rs. 22.79 Crores in 2011.

The export to domestic ratio for the year has been 54:46. During the year, your Company did an export business of Rs. 94 Crores from the Suiat facility.

Acknowledging the good performance of the company, the board has recommended a doubling of the dividend to 60% as compared to 30% during the last year.

Responding to the information age that has arrived, your Company has expanded its vision, from delivering services to delivering solutions. As pioneers in the communications industry, your Company recognizes that knowledge and content are the key drivers for the future and in response to this, your Company has expanded its capabilities to provide to its customers, solutions to their requirements by investing in technologies, re-skilling people, expanding capacities and preparing for the future so that we are ready for the opportunities tomorrow brings and can provide the benefits of these to our stakeholders.

Your Companys focus on the African Continent continues. Having understood the nuances of the African educational publishing models, our solutions are customized to the requirements of different African countries. During this year your Company has bagged a single biggest order of Rs. 26 Crores from the Africa market.

The focus during the year has remained range of services for every step of the value chain, right from content creation up to the product despatch which includes Content Creation and Management, Designing, Pre-Press, Printing, Post Press and Logistics. Our state of the art Digital Facility helps publishers print just the amount of books they need, personalize each copy and avoid obsolescence.

Your Company understands the growth spurt in the domestic market and are fully equipped to cater to all the four zones, East, West, North and South.Your Company has made excellent efforts for penetration in South India market which will show results in the coming year.

Your Company has a strong and consistent order inflows with a healthy order book of over Rs. 45 Crores and is confident that we should be able to sustain the growth in the coming year.

Your Company has bought additional space adjoining its existing plots at Surat which will increase the capacity and productivity of the Surat plant.

Your Company is investing heavily in building a world class IT infrastructure. We are expanding our technological infrastructure to include digital advances that meet the needs of our clients by setting up a Web storefront. The EFI Digital StorefrontÃÂ® (DSF)is an online web storefront serving as a customizable platform for print businesses that provides a unique shopping experience for customers while also serving as an order to production workflow. Enterprise Content Management (ECM) is another system in the process of implementation in order to facilitate greater in process efficiencies.

During the year your Company is awarded Special Export Award from CAPEXIL for the year 2009-10 fourth time in a row.

Quality Certifications and Social Audits

Your Company is recognised by Hasbro, Mattel, Disney, Dollar General, Wal-Mart, FWC and SEDEX qualifications for the highest ethical and business standards.

Your Company will undergo a re-certification of ISO 9001:2008 in June 2011 for the 4th time in order to continually upgrade its quality standards.

As a part of the ISO 14001 initiative, both Mahape and Surat plants became members of the Common Effluent Treatment Plant (CETP) to discharge excess treated water from the plant.

On the Energy conservation front, both plants were audited for Energy audit.

ESOPS

Your Company has implemented two Employee Stock Option Schemes namely Repro India Limited (Employees Stock Option Scheme), 2006 (REPRO ESOS, 2006) and Repro India Limited (Employees Stock Option Scheme), 2010 (REPRO ESOS, 2010) in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 2009 (the SEBI Guidelines). The Compensation Committee constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme.

As the intrinsic value (difference between Market price and Exercise price) on the date of the grant was nil, no compensation cost has been recognised in the financial statement.

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2011 are set out in the Annexure to this Report.

Increase in share capital

During the year, we issued and allotted 64,715 number of equity shares on the exercise of stock options under the Repro ESOS 2006. As a result of this, the issued, subscribed and paid up capital of the Company increased from 10,495,149 shares as at March 2010 to 10,559,864 shares as at March 31, 2011.

Promoter Group Companies

Pursuant to intimation from the Promoters, the names of Promoters and the Promoter Group comprising the "group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report of the Company, for the purpose of Regulation 3(1 )(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Transfer to Reserves

Your Directors propose to transfer a sum of Rs. 227.92 lacs, being 10% of the profits of the year under review, to the general reserves of the company pursuant to the Companies (Transfer of Profits to Reserves) Rules 1975.

Dividend

Your Directors recommend declaration of dividend of Rs. 6/- per Equity share of Rs. 10/- for the year ended on March 31, 2011.

Dematerialisation of Shares

The Company has continued its tie up with National Securities Depository Limited (NSDL) and Central Depository Services of India Limited (CDSL) for dematerialization of the shares of the Company. Accordingly, the shares of the Company are available for dematerialization and can be traded by way of demat.

Auditors Report

The Notes to Accounts referred to by the Auditors in their report are self-explanatory and do not require any further clarification.

Auditors

The Auditors M/s. S.R. Batliboi & Co., Chartered Accountants, Mumbai, retire by rotation at the conclusion of the forthcoming Annual General Meeting, and, being eligible, offer themselves for re-appointment.

Directors

Dr. Jamshed J. Irani and Mr. U.R.Bhat, Directors of the Company, retire by rotation and being eligible, offer themselves for re- appointment. The Board of Directors of the Company recommend their respective re appointments.

Brief resume of the Directors proposed to be reappointed as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Personnel

None of the employees of the Company are covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended till date.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy:

As required under Section 217(1 )(e) of the Companies Act, 1956, (including any statutory modifications or re-enactment thereof for the time being in force) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, your Company is not covered by the Schedule of Industries which are required to furnish the information in Form A. However, your Company has continued to lay a special emphasis in creating awareness on conservation of energy.

Technology Absorption:

The Company does not have any technical collaboration arrangements. The Company has always used the latest technology available in the industry. Accordingly, the Company has procured the latest equipment and its personnel are trained from time to time, on the use, operation and maintenance of such highly sophisticated equipment.

Foreign Exchange Earnings and Outgo:

The foreign exchange earnings of the Company during the year were Rs. 14,619 lacs while the outgoings were Rs. 4,516 Lacs (including value of materials imported).

Report on Corporate Governance

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report along with the Certificate from Mr.Dinesh Kumar Deora, Practising Company Secretary confirming compliance of conditions of Corporate Governance.

The Declaration by the Managing Director regarding compliance by board members and senior management personnel with the code of conduct also forms a part of the Annual Report.

Human Resources Activities:

Your Company believes that teamwork is an integral part of an organisations progress. With this in mind, your Company has put into place several significant HR initiatives that help us on our path of expansion.

Progressive policies have been implemented that help streamline efficiencies by ensuring a culture of responsibility and greater discipline. A half yearly appraisal system with weightages and a bell-curve approach for performance measurement have resulted in greater accountability and therefore, greater efficiencies across the board. Several measures have been implemented that have benchmarked best practices leading to greater empowerment of the labour force. A rigorous re-skilling programme that included outbound training, workshops and seminars on latest trends, technologies and management techniques have further enhanced abilities across the board.

Directors Responsibility Statement

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

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

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

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

d) The Directors have prepared the annual accounts on a going concern basis.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms a part of this Report.

Acknowledgements

Your Directors place on record its sincere thanks and appreciation for the continuing support, co-operation and assistance received from the Companys customers, suppliers, bankers, Central and State Governments during the year under review. The Board is also thankful to the shareholders for your support, and salutes its shareholders for their undetermined faith in the credentials of the Company. Your Directors also wish to place on record their appreciation of the devoted and dedicated service rendered by all the employees of your Company.

For and on behalf of the Board of Directors

SANJEEV VOHRA Mumbai, Dated: May 24, 2011 Managing Director

Mar 31, 2010

The Directors are happy to present the Seventeenth Annual Report of your Company together with the audited Balance Sheet and Profit and Loss Account of the Company for the year ended on March 31,2010.

Financial Results

(Rs. In Lacs)

Year ended March 31,

2010 2009

Sales 20,137 23,803

Profit before interest, 3,337 3,560

depreciation and taxation

Financial Expenses 674 812

Depreciation 1,004 795

Profit before tax 1,658 1,953

Tax Expenses (98) 301

Profit after Tax 1,756 1,652

Transfer to General Reserve 176 165

Proposed Dividend 315 262

Tax on Dividend 54 45

Performance review

During the last financial year, your company has successfully withstood the impact of the economic slowdown in the domestic as well as the export segment. The export domestic ratio of Sales for the year is 54:46.

We are pleased to inform you that the Surat SEZ facility is operating exceptionally well. During the year, your Companys export business touched Rs. 68 Crores from the Surat facility.

Highlights ot the year weie:

Consolidation

The year was one of consolidation. The Company is exporting substantially to the African countries, where the education system is dependent on funding from organizations like World Bank, UNICEF, CIDA, etc. During the year, Africa did not receive much of thesefunds in time. As a result, though your Company had an order book on hand, due to the funding not materialising in time, your Company could not execute these orders.

The Companys focus over the last year, was to reduce non-profitable businesses and focus on profitable and

high margin businesses both in India and internationally. As a result, though the turnover levels are lower than the previous year, the profit after tax has increased as compared to the previous year.

Cash Generation

Your Company has, during the year, generated cash of Rs. 45 Crores mainly due to reduction of current assets and improvement of the credit period offered to the customers. The debtor cycle has come down from 140 days to 121 days. It is the first time that your Company has generated such a substantial cash balance;in the books.

New Markets/New Customers acquisition

Your Company has entered into new territories in Europe and Africa. In Europe, your Company has started business with Belgium, Italy and other countries. In Africa, your Company is doing business with Botswana, Namibia and newer countries in Southern Africa. This is in addition to the 18 countries that your Company is currently dealing in West Africa, East Africa and Southern Africa.

In India too, your Company is identifying newer customers in Southern India which is a major education hub, besides the West and North India where your Company is already present.

Quality Certifications and Social Audits

Quality has always been of prime importance. Determined to put India on the world map in terms of Quality, your Company has put into place the most stringent quality checks and quality assurance processes.

Towards this end, your Company has quality checkpoints at every stage - from raw material quality, in-line checks during the production process, to finished good quality checks. Your Company has quality certifications that are of tremendous significance to its domestic and global customers.

Apart from certificates that assess Social Accountability, your Company has undergone a number of Social Compliance audits for different world class customers by third party auditors and successfully completed them,. which include - Hasbro, Wal-Mart, Autumn-Morrison, Disney, SEDEX and Target.

Some of the certifications your Company has, in the area of using and making available environment free paper include ISO 14001:2004 Environment Management System (EMS), Certification Forest Stewardship Council (FSC) and Programme for Endorsement of Forest Certification (PEFC).

ESOPS

The Company instituted an Employees Stock Option Scheme ("ESOPS") for certain employees as approved by the shareholders on 12th September, 2006. In accordance

with the scheme, the Company granted options in respect of 5,00,000 equity shares to employees of the Company on May 14, 2007 at an exercise price of Rs. 98/- being the market price on the date of grant. The options were granted with a vesting period spread over 3 years. During the year, 55,000 number of options had lapsed on account of resignation of some employees and these were regranted on December 24, 2009 to Mr. Pramod Khera, Executive Director at an exercise price of Rs. 98 being the market price on the date of the grant which shall get vested on December 24, 2010. This was the only grant during the year which is actually a regrant from the options granted earlier and lapsed, unexercised.

As the intrinsic value (difference between Market price and Exercise price) on the date of the grant was nil, no compensation cost has been recognised in the financial statements. During the year 1,50,000 options have been vested, and 16,000 options have been exercised by some of the employees resulting in allotment of 16,000 shares. Equity Share Capital of the Company has increased by 16,000 shares on account of allotment of shares on exercise of options by employees under Repro India Limited - Employees Stock Option Scheme, 2006.

The particulars required to be disclosed pursuant to Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

No employee has been issued share options, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Your Company is proposing a fresh ESOP scheme to retain and attract future talent subject to the approval of the shareholders in the forthcoming AGM.

Promoter Group Companies

Pursuant to intimation from the Promoters, the names of Promoters and the Promoter Group comprising the "group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report of the Company, for the purpose of Regulation 3(1 )(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Transfet to Reserves

Your directors propose to transfer a sum of Rs. 176 lacs, being 10% of the profits of the year under review, to the general reserves of the Company pursuant to The Companies (Transfer of Profits to Reserves) Rules 1975.

Dividend

Your Directors recommend declaration of dividend of Rs. 3 per Equity Share of Rs. 10/- each for the year ended on March 31,2010.

The Company has continued its tie up with National Securities Depository Limited (NSDL) and Central Depository Services of India Limited (CDSL) for dematerialization of the shares of the Company. Accordingly, the shares of the Company are available for dematerialization and can be traded by way of demat. Auditors Report

The Notes to Accounts referred to by the Auditors in their report are self-explanatory and do not require any further clarification.

Auditors

The Auditors M/s. S. R. Batliboi & Co. Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting, and, being eligible, offer themselves for re-appointment.

Directors

Mr. Dushyant Mehta and Mr. Alyque Padamsee, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

With effect from April 1, 2010, Mr. Dushyant Mehta, the M^n Executive Director shall be treated as an Independent Director and hence now the composition of the Board of Directors is in compliance with the requirement of Clause 49 of the Listing Agreement. Personnel

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, names and other particulars of the employees are set out in the annexure to this report. However, having regard to the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy

As required under Section 217(1)(e) of the Companies Act, 1956, (including any statutory modifications or re- enactment thereof for the time being in force) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, your Company is not covered by the Schedule of Industries which are required to furnish the information in Form A. However, your Company has continued to lay a special emphasis in creating awareness on conservation of energy.

Technology Absorption

The Company does not have any technical collaboration arrangements. The Company has always used the latest technology available in the industry. Accordingly, the Company has procured the latest equipment and its personnel are trained from time to time, on the use, operation and maintenance of such highly sophisticated equipment.

Foreign Exchange Earnings and Outgo

The foreign exchange earnings of the Company during the year were Rs. 11,037 lacs while the outgoings were Rs. 7,860 lacs (including value of materials imported).

Report on Corporate Governance

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report along with the Certificate from Mr. Dinesh Kumar Deora, Practising Company Secretary confirming compliance of conditions of Corporate Governance.

The Declaration by the Managing Director regarding compliance by board members and senior management personnel with the code of conduct also forms a part of the Annual Report.

Human Resources activities

In keeping with our belief that we are as strong as our people, we have given the opportunity to our people to have a stake in sharing in the success of the Company. This isfurther substantiated by a strong Human Relations policy that takes into account succession planning, continuous re-skilling, training and motivation. This has resulted in a dedicated workforce that is over 600 strong, with a per-capita employee turnover that is among the best in the industry.

Directors Responsibility Statement

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

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

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

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

d) The Directors have prepared the annual accounts on a going concern basis.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms a part of this Report.

Acknowledgements

Your Directors place on record its sincere thanks and appreciation for the continuing support, co-operation and assistance received from the Companys customers, suppliers, bankers, Central and State Governments during the year under review. The Board is also thankful to the shareholders for their support, especially during the challenging times and salutes its shareholders for their faith in the credentials of the Company. Your Directors also applaud its employees for their commitment and dedication to stabilize the Companys operations in the tough market conditions.

For and on behalf of the Board of Directors SANJEEV VOHRA Managing Director

Mumbai, Dated: May 06,2010

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