Directors Report of RRIL Ltd.

Mar 31, 2025

The Board of Directors hereby submits the report of the business and operations of your Company (âthe Companyâ or âRRILâ), along with the audited financial statements, for the financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS:

The following figures are extracted from the financial statements prepared in compliance with Indian Accounting Standards (Ind AS). The financial statements of the Company complies with all aspects of Ind AS notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013.

			(Amount in Lakhs)
	Standalone		Consolidated
Particulars	31/03/2025	31/03/2024	31/03/2025	31/03/2024
Revenue from operations	15.20	0.00	11286.00	9521.28
Other Income	296.02	322.42	338.03	394.23
Less: Operational & Other expenses	113.29	159.23	10451.15	8920.84
EBITDA	197.93	163.19	1172.88	994.67
Less: Depreciation and Amortization Expense	3.34	4.98	107.85	117.47
Less: Finance Cost	0.15	0.72	104.53	106.50
Profit/ (Loss) Before Taxation	194.45	157.49	960.50	770.70
Less: Provision for Tax	48.94	39.64	241.68	196.64
Less: Prior Year''s Income Tax	0.00	0.00	0.00	6.27
Less: Provision for Deferred Tax	0.02	0.85	34.27	(8.72)
Net Profit after Tax	145.49	118.70	684.55	576.51

STATE OF COMPANYâS AFFAIRS:

Standalone Performance:

On standalone basis, Total revenue from Business operations for the financial year 2024-25 was Rs.311.22 Lakhs as compared to Rs.322.42 Lakhs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.197.93 Lakhs as compared to Rs.163.19 Lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.145.49 Lakhs as compared to Rs.118.70 Lakhs in the previous year.

Consolidated Performance:

On Consolidation basis, Total revenue from Business operations for the financial year 2024-25 was Rs. 11624.03 Lakhs as compared to Rs.9915.51 Lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.1172.88 Lakhs as compared to Rs.994.67 Lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.684.55 Lakhs as compared to Rs. 576.51 Lakhs in the previous year.

CONSOLIDATED FINANCIAL RESULTS:

As stipulated by Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Company has prepared Consolidated Financial Statement in accordance with the applicable accounting standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 (âthe Actâ). The Consolidated Financial Statement reflects the results of the Company and that of its wholly owned subsidiary. As required under Regulation 34 of Listing Regulations, the Audited Consolidated Financial Statement together with the Independent Auditors'' Report thereon is annexed and forms part of this Report. The summarized Consolidated Financial Statement is provided above in Financial Highlights of this Report.

PERFORMANCE HIGHLIGHTS OF SUBSIDIARIES:

Raj Rajendra Industries Limited

Your Company has a wholly owned subsidiary Company which is engaged in the Business of manufacturing of Textile Products. The revenue from operations for the financial year 2024-25 was Rs.11270.79 Lakhs as compared to Rs.9521.28 Lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.975.08 Lakhs as compared to Rs.831.49 Lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.539.06 Lakhs as compared to Rs.457.81 Lakhs in the previous year.

DIVIDEND:

The Board of Directors of Your Company, after considering holistically the relevant circumstances and keeping in view the Company has decided not to declare any dividend for the year.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the Financial Year ended 31^st March, 2025.

SHARE CAPITAL:

During the year under review, there were no changes in the capital structure of the Company. Accordingly, the Authorised Share Capital of the Company as on March 31, 2025 was Rs.6300.00 Lakhs divided into 12,60,00,000 Equity Shares of Rs.5/- each and the total paid-up share capital of the Company as on March 31, 2025 is Rs.6060.71 Lakhs comprising of 12,12,14,290 equity shares of Rs.5/- each.

The Company has neither issued shares with differential rights as to the dividend, voting or otherwise, nor issued sweat equity shares. There is no scheme for employee stock option to the employees or Directors of the Company.

FINANCE:

Your Company has been regular in meeting its obligation towards payment of Principal/Interest to the Banks and other institutions. DEPOSITS:

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as âDeposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

LISTING ON STOCK EXCHANGE

The Company''s equity shares are listed on main platform of BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India. The International Securities Identification number is INE951M01037.

The Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2024-25.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The internal control systems of your company are adequate and appropriate. It is being reviewed periodically to ensure that the Companyâs interest and that of the stakeholders is protected. The process of introducing new inbuilt internal checks and controls is continuous depending upon the requirement of the same.

The Audit Committee of the Board reviews the adequacy and effectiveness of the internal controls and checks and suggests desired improvements from time to time.

NATURE OF BUSINESS:

The Company is engaged in the activities of Textile Products and Real Estate Development. The Company develops residential, commercial, retail and social infrastructure projects. There was no change in nature of the business of the Company, during the year under review.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, SINCE END OF THE YEAR TILL THE DATE OF THE REPORT:

In terms of Section 134(3)(l) of the Companies Act, 2013, except as may be disclosed elsewhere in this report. no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

DISCLOSURES RELATING TO SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

a. Raj Rajendra Industries Limited, Wholly Owned Subsidiary Company:

During the year the Company has only one subsidiary i.e. Raj Rajendra Industries Limited which is engaged in the business of manufacturing Textile products.

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the

Company''s subsidiaries in Form AOC-1 is attached as âAnnexure Aâ to the Board''s Report.

The Company has framed a policy for determining material subsidiaries, which has been uploaded on Company''s website at www.rrillimited.com.

b. During the year under review your Company does not have any Joint Venture or Associate Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company''s Board comprises of optimum combination of executive and non-executive directors which is in compliance with the provisions of Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, 2015 and other applicable laws, with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. The details of

the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of the

Annual Report.

As on March 31, 2025, the Board comprises of 6 (six) Directors - One Chairman and Managing Director, two Non-Executive Directors and three Independent Directors out of which one is Women Independent Director.

a. Changes in Directors and KMP During the year:

i. During the year Mr. Sanjay Vishwakarma Company Secretary and Compliance Officer had resigned from the position of Company Secretary and Compliance Officer w.e.f. July 10, 2024.

ii. During the year Mr. Harsh Mahendra Mehta, Non-Executive and Non-Independent director (DIN: 08315401) had resigned from the position of his Directorship w.e.f. August 13, 2024.

iii. During the year Mr. Jinang Vinod Shah, Non-Executive and Independent director (DIN: 08571231) has resigned from the position of his Directorship w.e.f. August 13, 2024.

iv. During the year the Board of Directors of the Company in their meeting held on August 13, 2024 had:

> Appointed Mr. Kiran Ratanchand Jain as a Non-Executive Non-Independent director (DIN: 00684349) w.e.f. August 13, 2024.

> Appointed Mr. Manan R. Jhaveri as a Non-Executive Independent director (DIN: 10700712) w.e.f. August 13, 2024.

> Appointed Mr. Sunil R. Giri as a Company Secretary and Compliance Officer w.e.f. August 13, 2024.

> Re-appointmented Mr. Pinakin P. Mehta (DIN: 08571320), as an Independent Director of the Company for their second term w.e.f. October 12, 2024.

> Re-appointmented Ms. Shilpa D. Mehta (DIN: 07376878), as an Independent Director of the Company for their second term w.e.f. January 24, 2025.

As on March 31, 2025 more than half of the board was Non-Executive Directors and half of the board was Independent Directors. The detailed information with regard to the Board''s composition and other governance matters are provided in the Corporate Governance Report, which is part of this Annual Report.

b. Re-appointment of Directors:

In accordance with Section 152(6) and other applicable provisions of Companies Act, 2013, Mr. Harish Ratanchand Jain (DIN: 01603945), being a Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment at the ensuing AGM for your approval.

Brief profile of the directors who are appointed / re-appointed has been given in the Notice convening the Annual General Meeting.

c. Independent Directors:

The Company has received necessary declaration from all the independent directors that they meet the criteria of Independence throughout the year as provided under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

None of the Company''s Director(s) is disqualified as on March 31, 2025, in terms of Section 164(2) of the Companies Act, 2013, for being appointed as a Director. A Certificate to this effect, duly signed by the Practicing Company Secretary is annexed to the Corporate Governance Report, which is part of this Annual Report marked as âAnnexure Iâ.

d. Independent Directors'' Meeting:

As per Section 149, Schedule IV of the Companies Act, 2013, and Rules made thereunder, read with the Listing Regulations, the Independent Directors of the Company met amongst themselves without the presence of Non-Independent Directors and members of Management. The details of the meeting are provided in the Corporate Governance Report forms a part of this Annual Report.

e. Annual Evaluation by the Board of its own performance and that of its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various committees as per the criteria laid down by the Nomination and Remuneration Committee. A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance and contribution at meetings etc.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairperson of the Board, who were evaluated on parameters such as participation and contribution by a director, commitment, including guidance provided to the senior management outside of Board/committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behaviour and judgment etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and Managing Director was carried out by the Independent Directors. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee and the overall performance of the Chairman, Executive Directors, Non-Executive and Independent Directors was found satisfactory

f. MEETINGS OF THE BOARD OF DIRECTORS:

All the board meetings were held in compliance with section 173 of the Companies Act, 2013 as the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations, 2015.

The Board unites at regular intervals to discuss and decide on Company''s business policies and strategies, apart from other agenda items. The Board met Four (4) times during the year under review, details of which are given in the Corporate Governance Report, which is part of this Annual Report. The maximum gap between any two meetings did not exceed one hundred and twenty (120) days.

The company has complied with the requirements prescribed under the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the board of Directors (SS-1).

g. Committees of the Board:

The provisions of Companies Act, 2013 and Listing Regulations, 2015 have prescribed and mandated forming of committee of the board for efficient working and effective delegation of work and to ensure transparency in the practice of the company. Accordingly, the committees by the board are as follows:

a. Audit Committee:

Pursuant to Section 177 of the Companies Act, 2013 the Board has formed an Audit Committee. The Board of Directors of the Company had accepted all the recommendations of the Committee.

b. Nomination and Remuneration Committee:

The policy of the company on director''s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act, 2013 is available on our website at https://www.rrillimited.com/wp-content/uploads/2021/11/02.-Nomination-Remuneration-Policy.pdf

c. Stakeholders'' Relationship Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee.

The details of composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members thereat, during the financial year 2024-25 are provided in the Corporate Governance Report, which is part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act; the directors hereby state and confirm that:

a) In preparation of the annual accounts for the year, the applicable accounting standards have been followed and there are no material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year & of the Profit of the Company for that period.

c) They have taken proper and sufficient care towards 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) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls, which are adequate and were operating effectively; and

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

RELATED PARTY TRANSACTIONS:

All contracts/Arrangements/Transactions entered by the Company with related parties were in its ordinary course of business and on an arm''s length basis;

Contracts/Arrangements/Transactions which were material, were entered into with related parties in accordance with the Policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions. The Company had not entered into any contract/arrangement/ transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Related Party Transactions are placed before the Audit Committee for their prior approval, as required under applicable law. Only those members of the Audit Committee who were Independent Directors approved the same.

Prior omnibus approval of the Audit Committee is also obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed at https://www.rrillimited.com/code-and-policies/

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note 29.(5) of the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS. AUDITORS AND AUDITORSâ REPORT:

a. STATUTORY AUDITORS:

M/s Subramaniam Bengali & Associates, Statutory Auditors of your Company having (ICAI Firm Registration No.127499W) who have been re-appointed at the 31^st Annual General Meeting of the Company held on September 14, 2022 for a second term of

5 years up to the conclusion of 36^th Annual General Meeting to be held in the year 2027 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The Auditors'' Report on the financial statements of the Company for the financial year ending March 31, 2025 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements forming part of the annual report.

b. SECRETARIAL AUDITOR AND OBSERVATION:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed M/s. Shreyans Jain

6 Co., Company Secretaries, Mumbai as a Secretarial Auditor of the Company, for conducting Secretarial Audit of Company for the financial year 2024-25. The Report of the Secretarial Audit in Form MR-3 is hereby attached with this Report & forming part of this report marked as âAnnexure IIâ.

As per Regulation 24(A)(1) of the Listing Regulations, the material subsidiaries of the Company are required to undertake secretarial audit. Raj Rajendra Industries Limited (âRaj Rajendraâ), material subsidiary of the Company pursuant to the Regulation 16(1)(c) of the Listing Regulations. The Board of Directors of Raj Rajendra had appointed Ms. Riddhi Shah Practicing Company Secretaries to undertake the Secretarial Audit for the year ended March 31, 2025. The Secretarial Audit Report in Form MR-3 of Raj Rajendra is given as âAnnexure IIIâ.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Pursuant to the amendments to the SEBI Listing Regulations, 2015 the Board, on the recommendation of the Audit Committee, has approved and recommended to the Members the appointment of M/s. Shreyans Jain & Co. Company Secretaries, Mumbai, (Membership No. 8591 and C.P.No.9801) & (UNIQUE ID NO. S2011MH51000) as the Secretarial Auditor of the Company, for a period of five years inclusive of FY 2026. Brief details as required under the Listing Regulations, are provided in the Notice of 34^thAGM. The Directors recommended the same for approval by the Members.

Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 8, 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by M/s. Shreyans Jain & Co., Company Secretaries with the stock exchanges where shares of the Company are listed.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Listing Regulations, is hereby attached with this Report & forming part of this report marked as âAnnexure IVâ.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of Act and Rules framed thereunder.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as required by Regulation 34(2) of the Listing Regulations, is not applicable to the company.

ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return is put up on the Company''s website and can be accessed at https://www.rrillimited.com/annual-return/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The Details of loans, guarantees and investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming a part of this annual report.

CORPORATE GOVERNANCE & CERTIFICATE:

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company and marked as âAnnexure Vâ, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report marked as âAnnexure VIâ.

Further, in compliance of Regulation 17(5) of the Listing Regulations, your Company has adopted a âCode of Conduct and Ethics'' for its Directors and Senior Executives.

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

Report under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to the Conservation of Energy and Technology Absorption is not applicable to the Company. There was no foreign exchange inflow or outgo during the year under review.

DISCLOSURE REGARDING COMPANYâS POLICIES UNDER THE COMPANIES ACT, 2013:

> NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the person.

> VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances & to provide adequate safeguards against victimization of persons who may use such mechanism. The Whistle Blower Policy has been posted on the website of the Company at https://www.rrillimited.com/wp-content/uploads/2021/05/Whistle-Blower-Policy.pdf

FAMILIARIZATION / ORIENTATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors attended a Familiarization/Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance.

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

The Company is committed to provide safe and conducive environment to its employees during the year under review. Your Directors further states 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. Below is the status of Complaints received, disposed and pending during the year;

SR. NO.	PARTICULARS	NUMBERS
1	No. of Complaints received	0
2	No. of Complaints disposed	0
3	No. of Case Pending	0

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961.

The company have ensured adherence to all statutory requirements under the Act, including but not limited to the provision of maternity leave, payment of maternity benefits, nursing breaks, and protection against dismissal during maternity leave. As of the date of this statement, there have been no instances of non-compliance or violations reported in relation to the Maternity Benefit Act, 1961.

Therefore, your company hereby confirms that it is in full compliance with the Maternity Benefit Act, 1961, as amended from time to time.

DISCLOSURE ON SAFETY, HEALTH AND ENVIRONMENT:

Your Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products and services. Your Company had been continuously taking various steps to develop and adopt Safer Process technologies for Business operations. Your Company is taking continuous efforts for the adoption of safe & environmental friendly production process. Monitoring and periodic review of the designed SHE Management System are done on a continuous basis.

DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures required under Section 197(12) read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as âAnnexure VIIâ forming part of this report. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days. Further, the Company does not have any employee whose remuneration exceeds the limits prescribed in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.

PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr. Sunil R. Giri, Company Secretary as Compliance Officer, who is responsible for setting forth procedures and implementing of the code for trading in Company''s securities. During the year under review, there has been due compliance with the said code.

The Audit Committee of the Company in compliance with Regulation 9A (4) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, review Compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and verify that the systems for internal control are adequate and are operating effectively and make changes as and when required to improve the efficiency of the controls in place.

The Company has formulated various written Policies and taken various other steps from time to time to prevent Insider Trading as per the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Given below are the various steps taken by the Company for prevention of Insider Trading:

1. The Company has adopted the Policy on Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders;

2. The Company has adopted the Policy on Code of Practices and Procedures for Fair Disclosures;

3. The Company has adopted Whistle Blower Policy;

4. The Company is closing the Trading Window during the period of declaration of Financial Results, and also while undertaking

corporate actions;

5. Identification of employees who have access to Unpublished Price Sensitive Information (UPSI) as designated persons;

6. Annual Disclosures are taken from designated employees to monitor trading in shares of the Company;

7. Identifying all Unpublished Price Sensitive Information (UPSI) and maintaining its confidentiality;

8. Restrictions on communication or procurement of Unpublished Price Sensitive Information (UPSI);

9. Listing all employees and other persons with whom Unpublished Price Sensitive Information (UPSI) is shared;

10. The Digital Data Base of designated persons is being maintained containing the details of Name, PAN, Phone numbers of designated persons and the persons with whom they undertake material Financial transactions i.e., family members and other persons;

11. Digital Data Base of persons is maintained with whom Unpublished Price Sensitive Information (UPSI) is shared with details of date and time at which such information is shared; and

12. A Structured Digital Data Base software is maintained by the Company internally for recording the communication of the UPSI and the data is recorded in the software within 48 hours of the communication of the UPSI and an auto generated mail shall be sent to all the parties with whom the UPSI is shared.

ELECTRONIC ANNUAL REPORT:

In view of circular issued by Securities and Exchange Board of India (âSEBIâ) and General Circular No.14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 10/2022 dated December 28, 2022, Circular No. 11/2022 dated December 28, 2022 and Circular No.09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India (âMCAâ) (the âMCA Circularsâ) permitted the Annual Report to be sent through electronic mode, accordingly electronic copies of the Annual Report for the financial year 2024-25 and Notice of the AGM are sent to all shareholders whose email addresses are registered with the Company. Members are requested to register their email ids with Company or Registrar and Share Transfer Agent (RTA) of the Company for receiving e-copies of Annual Report, Notice to the AGM and other shareholder''s communication.

CFO CERTIFICATE:

The Chief Financial Officer gives quarterly certification on financial results before the Board in terms of Regulation 33(2) of the Listing Regulations. The Chief Financial Officer of the Company also gives Annual Certification on financial statements and other matters as required under Regulation 17(8) of the Listing Regulations is hereby attached with this Report & forming part of this report marked as âAnnexure VIIIâ.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under the review, the company does not fall under the prescribed classes of companies mentioned under section 135(1) of the Companies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS:

There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.

ENHANCING SHAREHOLDERSâ VALUE:

Your Company believes that its Members are its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

IBC CODE & ONE TIME SETTLEMENT

There is no proceeding pending against the company under the Insolvency and Bankruptcy code, 2016 (IBC Code). There has not been any instance of one time settlement of the company with any bank or financial institution.

RISK MANAGEMENT:

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board establishes the guiding principles by which key risks are managed in the Company. The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company which threatens its existence.

CAUTIONARY STATEMENT:

Statements in this Directors'' Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factor.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance, guidance and co- operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company (âthe Companyâ or âRRILâ), along with the audited financial statements, for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS:

The following figures are extracted from the financial statements prepared in compliance with Indian Accounting Standards (Ind AS). The financial statements of the Company comply with all aspects of Ind AS notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013.

			(Amount in Lakhs)
	Stand	alone	Consol	idated¹
Particulars	31/03/2024	31/03/2023	31/03/2024	31/03/2023
Revenue from operations	0.00	4153.41	9521.28	15453.25
Other Income	322.42	255.14	394.23	331.25
Less: Operational & Other expenses	159.23	3121.93	8920.84	13626.23
EBITDA	163.19	1286.62	994.67	2158.27
Less: Depreciation	4.98	7.23	117.47	138.56
Less: Finance Cost	0.72	1.54	106.50	136.18
Profit/ (Loss) Before Taxation	157.49	1277.85	770.70	1883.53
Less: Provision for Tax	39.64	337.66	196.64	504.70
Less: Prior Year''s Income Tax	0.00	1.07	6.27	1.07
Less: Provision for Deferred Tax	0.85	3.54	(8.72)	2.15
Net Profit after Tax	118.70	935.58	576.51	1375.61

PERFORMANCE HIGHLIGHTS OF SUBSIDIARIES:

Raj Rajendra Industries Limited

Your Company has a wholly owned subsidiary Company which is engaged in the Business of manufacturing of Textile Products. The revenue from operations for the financial year 2023-24 was Rs.9521.28 Lakhs as compared to Rs. 11299.84 Lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.831.49 Lakhs as compared to Rs.871.64 Lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.457.81 Lakhs as compared to Rs. 440.02 Lakhs in the previous year.

DIVIDEND:

The Board of Directors of Your Company, after considering holistically the relevant circumstances and keeping in view the Company has decided not to declare any dividend for the year.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the Financial Year ended 31^st March, 2024.

SHARE CAPITAL:

During the year under review, there were no changes in the capital structure of the Company. Accordingly, the Authorised Share Capital of the Company as on March 31, 2024 was Rs.6300.00 Lakhs divided into 12,60,00,000 Equity Shares of Rs.5/- each and the total paid - up share capital of the Company as on March 31, 2024 is Rs.6060.71 Lakhs comprising of 12,12,14,290 equity shares of Rs. 5/- each.

FINANCE:

Your Company has been regular in meeting its obligation towards payment of Principal / Interest to the Banks and other institutions. DEPOSITS:

LISTING ON STOCK EXCHANGE

The Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2023-24.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Audit Committee of the Board reviews the adequacy and effectiveness of the internal controls and checks and suggests desired improvements from time to time.

NATURE OF BUSINESS:

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, SINCE END OF THE YEAR TILL THE DATE OF THE REPORT:

In terms of Section 134(3)(i) of the Companies Act, 2013, except as may be disclosed elsewhere in this report. no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

DISCLOSURES RELATING TO SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

a. Raj Rajendra Industries Limited, Wholly Owned Subsidiary Company:

During the year the Company has only one subsidiary i.e. Raj Rajendra Industries Limited which is engaged in the business of manufacturing Textile products.

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached as âAnnexure Aâ to the Board''s Report.

The Company has framed a policy for determining material subsidiaries, which has been uploaded on Company''s website at www.rrillimited.com.

b. During the year under review your Company does not have any Joint Venture or Associate Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company''s Board comprises of a mix of executive and non-executive directors which is in conformity with Section 149 of the Act and Regulation 17 of the Listing Regulations with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.

a. Changes in Directors and KMP During the year:

i. During the year Mr. Harsh Mahendra Mehta, Whole Time Director & Chief Financial Officer (DIN: 08315401) has tendered his resignation from the position of Whole Time Director and Chief Financial Officer with effect from August 11, 2023, but continues to be the Director in the category of Non-Executive and Non-Independent director of the Company.

ii. During the year the Board of Directors of the Company in their meeting held on August 11, 2023 had appointed Mr. Rishit Deepak Shah as a Chief Financial Officer (CFO) of the Company w.e.f August 12, 2023.

As on March 31, 2024 more than half of the board was Non-Executive Directors and half of the board was Independent Directors. The detailed information with regard to the Board''s composition and other governance matters are provided in the Corporate Governance Report, which is part of this Annual Report.

b. Re-appointment of Directors:

In accordance with Section 152 (6) and other applicable provisions of Companies Act, 2013, Mr. Ratanchand D Jain (DIN: 01604521), being a Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment at the ensuing AGM for your approval.

Brief profile of the directors who are appointed/re-appointed has been given in the Notice convening the Annual General Meeting.

c. Independent Directors:

None of the Company''s Director(s) is disqualified as on March 31, 2024, in terms of Section 164(2) of the Companies Act, 2013, for being appointed as a Director. A Certificate to this effect, duly signed by the Practicing Company Secretary is annexed to the Corporate Governance Report, which is part of this Annual Report marked as âAnnexure Iâ.

d. Independent Directors'' Meeting:

e. Annual Evaluation by the Board of its own performance and that of its Committees and Individual Directors:

f. MEETINGS OF THE BOARD OF DIRECTORS:

The Board unites at regular intervals to discuss and decide on Company''s business policies and strategies, apart from other agenda items. The Board met Five (5) times during the year under review, details of which are given in the Corporate Governance Report, which is part of this Annual Report. The maximum gap between any two meetings did not exceed one hundred and twenty (120) days.

The company has complied with the requirements prescribed under the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the board of Directors (SS-1).

g. Committees of the Board:

a. Audit Committee:

Pursuant to Section 177 of the Companies Act, 2013 the Board has formed an Audit Committee. The Board of Directors of the Company had accepted all the recommendations of the Committee.

b. Nomination and Remuneration Committee:

c. Stakeholders'' Relationship Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee.

The details of composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members thereat, during the financial year 2023-24 are provided in the Corporate Governance Report, which is part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act; the directors hereby state and confirm that:

a) In preparation of the annual accounts for the year, the applicable accounting standards have been followed and there are no material departures;

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

e) They have laid down internal financial controls, which are adequate and were operating effectively; and

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

RELATED PARTY TRANSACTIONS:

All contracts / Arrangements/Transactions entered by the Company with related parties were in its ordinary course of business and on an arm''s length basis;

Contracts/Arrangements/Transactions which were material, were entered into with related parties in accordance with the Policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions. The Company had not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note 29.(5) of the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS. AUDITORS AND AUDITORSâ REPORT:

a. STATUTORY AUDITORS:

5 years up to the conclusion of 36^th Annual General Meeting to be held in the year 2027 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The Auditors'' Report on the financial statements of the Company for the financial year ending March 31, 2024 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements forming part of the annual report.

b. SECRETARIAL AUDITOR AND OBSERVATION:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed M/s. Shreyans Jain

6 Co., Company Secretaries, Mumbai as a Secretarial Auditor of the Company, for conducting Secretarial Audit of Company for the financial year 2023-24. The Report of the Secretarial Audit in Form MR-3 is hereby attached with this Report & forming part of this report marked as âAnnexure IIâ.

As per Regulation 24(A)(1) of the Listing Regulations, the material subsidiaries of the Company are required to undertake secretarial audit. Raj Rajendra Industries Limited (âRaj Rajendraâ), material subsidiary of the Company pursuant to the Regulation 16(1)(c) of the Listing Regulations. The Board of Directors of Raj Rajendra had appointed Ms. Riddhi Shah Practicing Company Secretaries to undertake the Secretarial Audit for the year ended March 31, 2024. The Secretarial Audit Report in Form MR-3 of Raj Rajendra is given as âAnnexure IIIâ.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report except as mentioned in the Secretarial Audit Report attached as Annexure-II

MANAGEMENT DISCUSSION AND ANALYSIS:

REPORTING OF FRAUDS:

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as required by Regulation 34(2) of the Listing Regulations, is not applicable to the company.

ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return is put up on the Company''s website and can be accessed at https://www.rrillimited.com/annual-return/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

CORPORATE GOVERNANCE & CERTIFICATE:

Further, in compliance of Regulation 17(5) of the Listing Regulations, your Company has adopted a âCode of Conduct and Ethics'' for its Directors and Senior Executives.

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

DISCLOSURE REGARDING COMPANYâS POLICIES UNDER THE COMPANIES ACT, 2013:

> NOMINATION AND REMUNERATION POLICY:

> VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

FAMILIARIZATION / ORIENTATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors attended a Familiarization / Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance.

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

DISCLOSURE ON SAFETY, HEALTH AND ENVIRONMENT:

DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Meeting during the business hours on working days. Further, the Company does not have any employee whose remuneration exceeds the limits prescribed in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS:

PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr. Sanjay Vishwakarma, Company Secretary as Compliance Officer, who is responsible for setting forth procedures and implementing of the code for trading in Company''s securities. During the year under review, there has been due compliance with the said code.

The Company has formulated various written Policies and taken various other steps from time to time to prevent Insider Trading as per the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Given below are the various steps taken by the Company for prevention of Insider Trading:

1. The Company has adopted the Policy on Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders;

2. The Company has adopted the Policy on Code of Practices and Procedures for Fair Disclosures;

3. The Company has adopted Whistle Blower Policy;

4. The Company is closing the Trading Window during the period of declaration of Financial Results, and also while undertaking corporate actions;

5. Identification of employees who have access to Unpublished Price Sensitive Information (UPSI) as designated persons;

6. Annual Disclosures are taken from designated employees to monitor trading in shares of the Company;

7. Identifying all Unpublished Price Sensitive Information (UPSI) and maintaining its confidentiality;

8. Restrictions on communication or procurement of Unpublished Price Sensitive Information (UPSI);

9. Listing all employees and other persons with whom Unpublished Price Sensitive Information (UPSI) is shared;

11. Digital Data Base of persons is maintained with whom Unpublished Price Sensitive Information (UPSI) is shared with details of date and time at which such information is shared; and

ELECTRONIC ANNUAL REPORT:

In view of circular issued by Securities and Exchange Board of India (âSEBIâ) and General Circular No.14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 10/2022 dated December 28, 2022 and Circular No. 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs, Government of India (âMCAâ) (the âMCA Circularsâ) permitted the Annual Report to be sent through electronic mode, accordingly electronic copies of the Annual Report for the financial year 2023-24 and Notice of the AGM are sent to all shareholders whose email addresses are registered with the Company. Members are requested to register their email ids with Company or Registrar and Share Transfer Agent (RTA) of the Company for receiving e-copies of Annual Report, Notice to the AGM and other shareholder''s communication.

CFO CERTIFICATE:

other matters as required under Regulation 17(8) of the Listing Regulations is hereby attached with this Report & forming part of this report marked as âAnnexure VIIIâ.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

RRIL CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year. The Company is not required to constitute Corporate Social Responsibility Committee.

During the year the Board of Directors of the Company has adopted Corporate Social Responsibility policy (CSR Policy) as per the provisions of Section 135 of the Companies Act, 2013. This Policy is available on the Company''s website at https:// www.rrillimited.com/wp-content/uploads/2024/08/Policy-on-Corporate-Social-Responsibility.pdf

During the year, the Company has spent Rs.8 Lakhs towards CSR activities. The details pertaining to CSR and brief outline of the CSR policy adopted by the Board in accordance with the provisions of Section 135 of the Companies Act 2013 is set out in âAnnexure IXâ.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS:

There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.

ENHANCING SHAREHOLDERSâ VALUE:

IBC CODE & ONE TIME SETTLEMENT

RISK MANAGEMENT:

CAUTIONARY STATEMENT:

ACKNOWLEDGEMENT:

Raj Rajendra Industries Limited becomes its subsidiary w.e.f 25^th March, 2021 and became Wholly Owned Subsidiary w.e.f 25.03.2022 accordingly figures are considered and comparative figures are made available.

STATE OF COMPANYâS AFFAIRS:

Standalone Performance:

On standalone basis, Total revenue from Business operations for the financial year 2023-24 was Rs.322.42 Lakhs as compared to Rs.4408.55 Lakhs in the previous year. Earning before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.163.19 Lakhs as compared to Rs.1286.62 Lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.118.70 Lakhs as compared to Rs.935.58 Lakhs in the previous year.

Consolidated Performance:

On Consolidation basis, Total revenue from Business operations for the financial year 2023-24 was Rs.9915.51 Lakhs as compared to Rs.15784.50 Lakhs in the previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.994.67 Lakhs as compared to Rs.2158.27 Lakhs in the previous year. Profit after Tax (PAT) for the year was Rs.576.51 Lakhs as compared to Rs.1375.61 Lakhs in the previous year.

CONSOLIDATED FINANCIAL RESULTS:

Mar 31, 2016

To the Members

The directors present herewith the 25th Annual Report together with the audited Financial Statements of your Company for the year ended 31st March, 2016:-

Financial Highlights

The Financial Highlights for the year are as under: (Amount in Lakhs)

Particulars	Year ended March 31, 2016	Year ended March 31, 2015
Revenue from operations	877.74	304.11
Other Income	130.39	168.27
Less: Operational & Other expenses	891.50	319.91
Profit/(Loss) before Depreciation	116.63	152.47
Less: Depreciation	216.35	3.15
Less: Finance Cost	6.26	6.64
Profit/ (Loss) Before Taxation	(105.98)	142.68
Less: Provision for Tax	--	46.60
Less: Prior Year''s Income Tax	1.09	9.16
Net Profit after Tax	(107.07)	86.92

Review of Operations:

For the year ended March 2016, your Company has recorded revenue of Rs. 877.74 lacs as compared to Rs. 304.11 lacs in the previous year. The company has incurred (Loss) of Rs. (107.07) lacs as against net profit of Rs. 86.92 lacs in the previous year.

During the year your Company has continued to deal in textile products majorly and the continuous efforts are being made in the field of Real estate business mainly oriented towards Re-development projects.

Transfer to reserves:

The debit balance of Profit & Loss account is transferred to reserves in Balance sheet.

Dividend:

Directors do not recommend any dividend for the financial year 2015-16 considering the loss incurred during the year.

Share capital:

During the year under review, there were no changes in the capital structure of the Company. Accordingly, the paid up share capital of the Company as on 31st March, 2016 is INR- 392,266,900/- comprising of 78453380 equity shares of Rs. 5/- each.

Listing application with National Stock Exchange of India Ltd (NSE)

During the Current financial year, company has filed an application for listing of its Equity shares with National Stock Exchange of India Ltd (NSE) during the month of October, 2015. This will benefit the company to gain national importance and widespread recognition.

Deposits

The Company has not accepted any public deposits under Chapter V of Companies Act, 2013 during the year. Therefore the disclosure requirements are not applicable

Directors and Key Managerial Personnel:

The Company has 4 (Four) Directors comprising of 3 (Three) Independent Directors, 1 (One) Managing Director & Chief financial Officer of the Company

Mr. Rakeshchand M. Jain is Managing Director and Chief Financial Officer of the Company.

Mr. H.P Chourasia and Mr. S.L. Ojha are Independent directors on the Board.

Ms. Ranjana M Sharma was appointed as an Additional independent Director on 13th February, 2016 for terms of five years.

Ms. Madhuri A Gupta has resigned from the directorship w.e.f. 06th October, 2015. The Board placed on record its appreciation for the service rendered by her during the tenure with the Company.

The Company has received necessary declaration from Mr. H.P Chourasia, Mr. S.L. Ojha and Ms. Ranjana M Sharma, Independent Directors of the Company under section 149(7) of the Companies Act, 2013.

Key Managerial Personnel and changes

During the year, Mr. Ashok Chhaganbhai resigned from the post of Company Secretary and Compliance officer with effect from the closure of business hours of October 06, 2015 and Ms. Nidhi Baglikar, then took over as a Company Secretary and Compliance officer of the Company, who was also designated as Key Managerial Personnel with effect from October 13, 2015 who then resigned with effect from April 25, 2016. Presently Ms. Shilpa Dedhiya was appointed as Company Secretary and Compliance officer with effect from 01.07.2016.

Rakeshchand M. Jain is Managing Director was appointed as Chief Financial Officer of the Company w.e.f. February 13, 2016.

Committees of the board:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted its Committees. There are currently four Committees of the Board, as follows:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders'' Relationship Committee

IV. Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the âReport on Corporate Governanceâ, forming part of this Report.

Number of meetings of the board:

During the year there were seven (7) board meetings held and the details of Board Meetings held in Financial Year 2015-16 is stated in corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days

Board Independence:

Our definition of âIndependence'' of Directors is derived from Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

Ms. Ranjana M Sharma Mr. H. P. Chourasia Mr. S. L. Ojha

Performance Evaluation

According to the provisions of section 134(3)(p) of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013 and in accordance to Regulation 17(10) of the Listing Regulations, 2015, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. Committee performance was evaluated on the basis of their effectiveness in carrying out respective mandates. Peer assessment of Directors, based on parameters such as participation and contribution to Board deliberations, ability to guide the Company in key matters , knowledge and understanding of relevant areas were received by the Board for individual feedback.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors.

Risk and Management Policy:

The Company has constituted a Risk Management Committee (RMC) which has been entrusted with responsibility to assist the Board in (a) Overseeing the Company''s risk management process and controls, risk tolerance and capital liquidity and funding (b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company (c) Review the Company''s risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks (d) The Committee has also approved and adopted Risk Committee (RMC) charter.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company''s capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company''s operating environment and they emerge on a regular basis. The Company''s Risk Management process focuses on ensuring that these risks are identified on a timely basis and addressed.

In the opinion of Board there are no elements of risks threatening the existence of the company.

Internal Financial Controls

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

Directors'' Responsibility Statement

Pursuant to the provisions of section 134(3)(C) read with Section 134(5) of the companies act, 2013, your Directors Confirms that:

I. In preparation of the annual accounts for the FY ended March 31, 2016, the applicable accounting standards have been followed.

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year & of the Loss of the Company for the year ended on that date.

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

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors have laid down internal financial controls, which are adequate and are operating effectively; and

vi. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Significant and Material Orders

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future during the year March 31, 2016.

Material changes and commitments, affecting the financial position of the Company

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Extract of the annual return

As per Section 92(3) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in the prescribed Form MGT-9, is annexed to this report as âAnnexure 1â.

Related Party Transactions

There have been related party transactions between the Company and the Directors, or their relatives. The Audit Committee pre-approves all related party transactions. The details of the related party transactions undertaken during the financial year are placed at the meeting of the Audit Committee held in the succeeding quarter.

All contracts / arrangements / transactions with related parties that were executed in FY 2015-16 were in the ordinary course of business and at an arms'' length. During the year, there were no related party transactions which were materially significant and that could have a potential conflict with the interests of the Company at large. All related party transactions are mentioned in the notes to the accounts. The particulars of material contracts or arrangements with related parties referred to in Section 188(1), is given in prescribed Form AOC - 2 is annexed to this Report as âAnnexure 2â

As required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Related Party Transactions Policy, which has been put up on the website of the Company at http://www.srkindltd.co.in/corporate-governance.html. The Company has developed an operating procedures manual for identification and monitoring of related party transactions.

Disclosure under the Prevention of Sexual Harassment Act

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Company'' s policy on Directors'' appointment and remuneration:

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is annexed to this report as âAnnexure 3â

Management Discussion and Analysis:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this report as âAnnexure 4â

Statutory Auditors and Auditor ''s observations:

Your Company has appointed M/s. V. R. Renuka & Co. (Firm Reg. No. 108826W), Chartered Accountants, as Statutory Auditor, for the period of four years at its Annual General Meeting held on 29th September , 2015, subject to the ratification by the members in every Annual General Meeting. In compliance to the provisions of Section 139 of the Companies Act, 2013, the appointment of the statutory auditors is to be ratified by the members at the forthcoming Annual General Meeting. Statutory Auditor has given their consent for ratification of their appointment for financial year 2016-17. Accordingly, the members will be required to ratify the appointment of Auditors for the current financial year and fix their remuneration.

There were no qualifications, reservations, adverse remarks or disclaimers in the report of Statutory Auditors of the Company. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. All observations of Auditors are self-explanatory and therefore do not call for any further comments by Directors in this report.

Secretarial Auditor Report

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with rules there under, the Company had appointed Shreyans Jain& Co., Practicing Company Secretary to conduct the secretarial audit of the Company for the financial year 2015-16.

During the Secretarial Audit following observation made by Mr. Shreyance Kumar Jain, Practicing Company Secretary:

a. In terms of the provisions of Section 203 of the Companies Act, 2013 the Company is required to have whole time Chief Financial Officer as specified in clause (iii) of sub - Section (1) of the said Section, the appointment of which was made during the year after the time allowed to comply with the said requirement elapsed.

b. the corrected eform 5INV for the year 2015 as required to be filed with MCA in terms of provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, is yet to be filed.

COMMENTS ON OBSERVATION BY SECRETARIAL AUDITOR

a. The Board of Directors at its meeting held on 13th February, 2016 had made the appointment of Chief Financial Officer.

b. The Company had already filed vide SRNS44351062on 22.12.2015 e form 5INV however due to errors and updation of MCA portal the e form is getting rejected and the Company is in process of mitigation of the error and will submit the details shortly.

The secretarial audit report in Form MR-3 for FY 2015-16 as annexed to this Report as âAnnexure 5â.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is annexed to this Report. The certificate received from the Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated in Regulation 34 and Schedule V of Listing Regulations, 2015, is annexed to Report on Corporate Governance as âAnnexure 6â.

Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report their genuine concerns or grievances, and reports any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior /conduct etc. The Vigil Mechanism / Whistle Blower Policy is uploaded on the Website of the Company at www.srkindltd.co.in

Particulars of loans, Guarantees or Investments by the Company

The particulars of loans, guarantees and investments covered under the provision of Section 186 of the Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

Particulars of employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Subsidiaries companies:

The Company does not have any subsidiary Company.

Depository system:

The Company has electronic connectivity with both depositories namely Central Depository Services (India) Limited and National Securities Depository Limited. As on March 31, 2016, 84.13% of the Company''s paid-up share capital representing 78,453,380 equity shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company''s shares on either of Depositories.

Conservation of energy, technology absorption & foreign exchange earnings and outgo:

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy and Technology Absorption. There was no foreign exchange inflow or outgo during the year under review.

Acknowledgement:

Your Directors wish to place on record their appreciation for the support and co-operation, which the Company continues to receive from its associates, bankers and Customers. The Directors are also thankful to the shareholders for their unstinted support to the Company.

For and on behalf of the Board of

S R K Industries Limited

Sd/-

Place: Mumbai R akeshchand M. Jain

Dated: 25.08.2016 Chairman & Managing Director

DIN : 00187350

Mar 31, 2015

The directors present herewith the 24th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015:-

(Amount in Lac)

FINANCIAL RESULTS 2014-15 2013-14

Revenue from operations 304.11 2308.35

Other Income 168.27 129.52

Less: Operational & Other expenses 319.91 2221.59

Profit/(Loss) before Depreciation 152.47 216.30

Less: Depreciation 3.15 3.03

Less: Finance Cost 6.64 -

Profit/ (Loss) Before Taxation 142.68 213.27

Less: Provision for Tax 46.60 69.17

Less: Prior Year's Income Tax 9.16 -

Net Profit After Tax 86.92 144.10

REVIEW OF OPERATIONS :

For the year ended March 2015, your Company has recorded revenue of Rs.304.11 lacs as compared to Rs. 2308.35 lacs in the previous year. The company has generated net profit of Rs. 86.92 lacs as against net profit of Rs. 144.10 lacs in the previous year.

TRANSFER TO RESERVES :

The credit balance of Profit & Loss account is transferred to reserves in Balance sheet.

DIVIDEND:

Your Directors decided to plough back the profit and therefore dividend is not declared.

SHARE CAPITAL:

During the year under review, there were no changes in the capital structure of the Company. As on 31st March 2015, the paid up capital of the Company was Rs. 39,22,66,900/- comprising of 78453380 equity shares of Rs. 5/- each.

DIRECTORS:

Mr. Rakeshchand M. Jain is Managing Director of the Company, who is liable to retire by rotation and eligible to offer himself for re-appointment.

Mr. H.P Chourasia and Mr. S.L. Ojha are Independent directors on the Board.

Ms. Madhuri A Gupta was appointed as an Additional Director on 2nd March, 2015.

Her appointment as Independent Women Director had been confirmed by Shareholders by way of postal ballot dated 13th April, 2015 for a period of 5 years.

Mr. Harish R Jain has resigned from the directorship w.e.f. 25th February, 2015. The Board place on record Its appreciation for the service rendered by him during the tenure with the Company.

BOARD INDEPENDENCE:

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act,2013:- MS. Madhuri A. Gupta Mr. H. P. Chourasia Mr. S. L. Ojha

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

The Evaluation was carried out by Board during the year

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The Board met nine times during the financial year, the details of which are given in the Corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure to this Report

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently four Committees of the Board, as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THE COMPANIES ACT, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards. The directors confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year & of the profit of the Company for the year ended on that date.

3. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial controls, which are adequate and are operating effectively.

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

RISKS AND MANAGEMENT POLICY

The Company has in February 2015 constituted a Risk Management Committee (RMC) which has been entrusted with responsibility to assist the Board in (a) Overseeing the Company's risk management process and controls, risk tolerance and capital liquidity and funding (b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company (c) Review the Company's risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks (d) The Committee has also approved and adopted Risk Committee (RMC) charter. The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the Act) and Clause 49 of the Listing Agreement. . The said policy is attached as Annexure to this report.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company's capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company's Risk Management process focusses on ensuring that these risks are identified on a timely basis and addressed.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

AUDITORS AND AUDITOR'S OBSERVATIONS:

1. Statutory Auditor

During the Current financial year Messrs Vasu & Co. Statutory Auditor of the company has resigned due to orthopedic medical problem and hence Messrs V. R. Renuka & Co, Chartered Accountants, Mumbai have been appointed as statutory auditor of the company. The said appointment has been Confirmed by shareholders dated 13.04.2015 Messrs V. R. Renuka & Co, Chartered Accountants, Mumbai, hold office up to the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their re-appointment for a term of four consecutive years from the conclusion of twenty fourth Annual General Meeting up to the conclusion of twenty eighth Annual General Meeting of the Company in the calendar year 2019. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment

COMMENTS ON STATUTORY AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/S. V. R. Renuka, Statutory Auditors, in their Audit report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. All observations of Auditors are self-explanatory and therefore do not call for any further comments by Directors in this report.

2. Secretarial Auditor Mr. Shreyans Kumar Jain, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report in Form MR-3 for FY 2014-15 as annexed to this Report.

During the Secretarial Audit following observation made by Mr. Shreyance Kumar jain, Practicing Company Secretary:

a) In terms of the provisions of Section 203 of the Companies Act, 2013 the Company is required to have whole time Key Managerial Personnel (KMP) as specified in clause (i), (ii) & (iii) of sub - Section (1) of the said Section, however the Company yet to appoint the KMP under clause (ii) & (iii) and the time allowed to comply with the said requirement is already elapse.

b) At certain instances there's delay in filing of Disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

c) At certain instances there's delay in submission of Disclosures under SEBI (Prohibition of Insider Trading) Regulations 1992.

COMMENTS ON OBSERVATION BY SECRETARIAL AUDITOR

As Concern with point no. (a) Company already appointed Mr. Rakeshchand M Jain as a Managing Director on the Board, Company has also appointed Company Secretary in Board Meeting held on 3rd September, 2015. As concern with appointment of CFO our Management Including Managing Director is capable to handled all such issue smoothly & Conveniently and hence appointment of CFO is not required at this time.

As Concern with point no.(b) & (c) due to the oversight company has delayed in filing the disclosure mentioned in said points. ,

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, 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

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this report.

DEPOSITS:

During the year, the Company has not accepted any deposits under the Companies Act, 2013

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report.

VIGIL MECHANISM

The Company has established a Whistleblower policy mechanism for Directors and employees to report their genuine concerns, details of the said mechanisms is annexed to this Report.

EXTRACT OF THE ANNUAL RETURN

As per Section 92(3) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in the prescribed Form MGT-9, is annexed to this report.

Related Party Transactions

There have been related party transactions between the Company and the Directors, or their relatives. Accordingly, particulars of transactions with related parties referred to in Section 188(1) along with the justification for entering into such Transaction in Form AOC-2 is annexed to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees and investments made Section 186 of the Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

During the year under review, Disclosures pertaining to remuneration and other de- tails as required under Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the MGT-9 and in notes in Financial accounts.

SUBSIDIARIES COMPANIES:

The Company does not have any subsidiary Company.

DELISTING FROM MADRAS STOCK EXCHANGE (MSE):

The intimation for delisting of its Equity shares has been communicated to the Madras Stock Exchange as per the Resolution passed by the shareholders in the last AGM for FY 2011-12.

DEPOSITORY SYSTEM:

The Company has electronic connectivity with both depositories namely Central Depository Services (India) Limited and National Securities Depository Limited. As on March 31, 2015, 84.12% of the Company's paid-up share capital representing 7,84,53,380 equity shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company's shares on either of Depositories.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy and Technology Absorption. There was no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the support and co- operation, which the Company continues to receive from its associates and bankers. The Directors are also thankful to the shareholders for their unstinted support to the Company.

By Order and on behalf of the board

Sd/-

Rakeshchand M.Jain

Chairman & Managing Director

Place: Mumbai

Dated: 3rd September, 2015

Registered Office:

310 V star Plaza, 'A' wing,

Chandavarkar Road,

Borivali (w)

Mumbai Â 400 092 (Maharashtra)

Mar 31, 2014

Dear members,

The directors present herewith the 23rd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014:-

(Amount in Lac) FINANCIAL RESULTS 2013-14 2012-13

Revenue from operations 2308.35 3396.53

Other Income 129.52 95.22

Less: Operational & Other expenses 2221.57 3249.29

Profit/(Loss) before Depreciation 216.30 242.46

Less: Depreciation 3.03 3.00

Profit/ (Loss) Before Taxation 213.27 239.46

Less: Provision for Tax 69.17 54.75

Net Profit After Tax 144.10 184.71

OPERATIONS:

For the year ended March 2014, your Company has recorded revenue of Rs. 2437.87 lacs as compared to Rs. 3491.76 lacs in the previous year. The company has generated net profit of Rs. 144.10 lacs as against net profit of Rs. 184.71 lacs in the previous year.

TRANSFER TO RESERVES :

The credit balance of Profit and Loss account is transferred to reserves in Balance sheet.

DIVIDEND:

Your directors had declared and paid interim Dividend @1% in November 2013 which is final dividend for the year under review. Your directors request you to confirm the said interim dividend as a final dividend for the year under review.

DIRECTORS:

Mr. Rakeshchand M. Jain is Managing Director of the Company.

Mr. Harish R. Jain was appointed as an Additional Director on 22nd April, 2014. His appointment has to be confirmed by the shareholders in this Annual General Meeting. Mr. Kamal S.Jain has resigned from the directorship w.e.f. 29th May 2014. Mr. H.P Chourasia and Mr. S.L. Ojha are other directors on the Board. Being Independent Diretors, the company accord approval from members for appointment of Mr. Harish R. Jain, Mr. H.P. Chourasia & Mr. S.L.Ojha for a period of 5 years. Mr. Harish R. Jain In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Harish R Jain, Additional independent Director retires by rotation & being eligible offer himself for re-appointment.

SHARE CAPITAL:

During the year under review, there were no changes in the capital structure of the Company. As on 31st March 2014, the paid up capital of the Company was Rs. 39,22,66,900/- comprising of 78453380 equity shares of Rs. 5/- each. However face value of each shares was reduced from Rs. 10/- each to Rs. 5/- each

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

AUDITORS AND AUDITOR''S OBSERVATIONS:

Messrs Vasu & Co, Chartered Accountants, Kolkata, who retire at the ensuing Annual General Meeting, and being eligible for offer themselves for re-appointment. All observations of Auditors are self explanatory and therefore do not call for any further comments by Directors in this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:-

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

b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made 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, 2014, and of its profit for the year ended on that date;

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

d) The annual accounts have been prepared on a going concern basis

SUBSIDIARIES:

The Company does not have any subsidiary Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

DEPOSITS:

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with the provisions of Corporate Governance and a report on Corporate Governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

DELISTING FROM MADRAS STOCK EXCHANGE (MSE):

The intimation for delisting of its Equity shares has been communicated to the Madras Stock Exchange as per the Resolution passed by the shareholders in the last AGM for FY 2011-12.

SHIFTING OF REGISTERED OFFICE:

During the previous financial year, the shareholders have approved the special resolution in respect of shifting of registered office from Coimbatore (Tamilnadu) to Mumbai (Maharashtra). The Regional director of Chennai has already confirmed the said shifting of registered office vide its order dated May 30, 2014.

DEPOSITORY SYSTEM:

The Company has electronic connectivity with both depositories namely Central Depository Services (India) Limited and National Securities Depository Limited. As on March 31, 2014, 73.68% of the Company''s paid-up share capital representing 7,84,53,380 equity shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company''s shares on either of Depositories.

GO GREEN INITIATIVE:

The Ministry of Corporate Affairs, Government of India, through its Circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send the annual reports and other official documents to their shareholders electronically as part of its green initiatives in Corporate, provided the email address of the shareholder is obtained by the Company from the shareholders.

This move by the Ministry will benefit the society at large through reduction in paper consumption and contribution towards a Greener Environment. It will also ensure prompt receipt of communication and avoid loss in postal transit. Keeping the above in view, your Company proposes to send documents such as the Notice of the Annual General Meeting and Annual Reports henceforth to the shareholders by Electronic means, to the e-mail address provided by them and/ or made available to the Company by the Depositories. In absence of any communication from the shareholders, email id in the records of depositories shall be considered registered email id of the respective shareholder. All the shareholders who hold their shares in physical form and whose e-mail address are not available with the Company, may if they wish to receive the Annual Report in electronic form, please send their email to [email protected] . The Company solicits active co-operation of shareholders in helping the Company to implement the e-governance initiatives of the Government.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the support and co- operation, which the Company continues to receive from its associates and bankers. The Directors are also thankful to the shareholders for their unstinted support to the Company.

By Order and on behalf of the board Sd/- Rakeshchand M.Jain Place: Mumbai Chairman & Managing Director Dated: 1st September, 2014

Registered Office: F-35, Shagun Arcade, Film City Road, Dindoshi, Malad (East), Mumbai - 400 097 (Maharashtra)

Mar 31, 2013

The directors present herewith the 22nd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31 st March, 2013.

(Amount in Lac)

FINANCIAL RESULTS 2012-13 2011-12

Revenue from operations 3396.53 1040.40

Other Income 95.22 0.43

Less: Operational & Other expenses 3238.82 1037.65

Profit/(Loss) before Depreciation 252.94 3.19

Less: Depreciation 3.00 2.73

Profit/(Loss) After depreciation 249.94 0.45

Add/( Less) Prior Period Adjustment 10.48 0.26

Profit/ (Loss) Before Taxation 239.46 0.72

Less: Provision for Tax

Current Tax 54.75 0.14

Deferred Tax (Net) Nil Nil

Net Profit After Tax 184.71 0.57

OPERATIONS:

For the year ended March 2013, your Company has recorded revenue of 3491.76 lacs as compared to Rs. 1040.83 lacs in the last year. The said increase in turnover is due to combined revenue of amalgamated Company. The merger has also benefited the company in increasing its profits.

MERGER OF TRANSCEND COMMERCE LIMITED:

During the year under review, the Bombay High Court and Chennai High Court have approved the merger of Transcend Commerce Limited into the Company and reductions of share capital of the Company vide its order dated December 21, 2012 and February 21, 2013 respectively. As per the scheme of arrangement, all assets and liabilities of Transcend Commerce Limited stands transferred and vested in the Company.

TRANSFER TO RESERVES:

There are no amounts transferred to Reserves during the year under review.

DIVIDEND:

Your directors have not recommended dividend for the year under review.

SHARE CAPITAL:

During the year under review, Hon''ble High Court of Bombay and Hon''ble High Court of Chennai has approved merger of Transcend Commerce Limited into the Company and reduction of share capital of the Company, as per the said Scheme of Arrangement, the Company has made an allotment of 3,88,50,050 equity shares of Rs. 10/- each to the shareholders of Transcend Commerce Limited in a ratio of 222 Equity Shares of Rs.10/- each of the Company for every 100 Equity Shares of Rs. 101- each of Transcend Commerce Limited.

As on 31st March, 2013, the paid up share capital of the Company is Rs. 39,22,66,900/ - divided into 3,92,26,690 equity shares of Rs. 10/- each.

DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Kamal S. Jain, Director retires by rotation and being eligible offer himself for re-appointment.

During the year under review, Mr. T. Achuthan , Mr. T. Sandeep were resigned w.e.f August 13, 2012.

Mr. T. Narayanan Kutty , Ms. Geetha Narayanan , Ms. Bharathamani have resigned w.e.f January 22, 2013.

Mr. Rakeshchand M. Jain was appointed as a Managing Director of the Company w.e.f. February 1, 2013.

SIGNIFICANT DEVELOPMENTS:

During the year under review the merger of Transcend Commerce Limited into S R K Industries Limited was completed. The Company has diversified its business to investment in housing sector. The Company has earned revenue from the said investment.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1) (e) OF THE COMPANIES ACT. 1956:

The particulars required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

Auditors:

Messrs Shri S Ganesh, Chartered Accountants, who retire at the ensuing Annual General Meeting, have expressed their inability to continue as the Statutory Auditors of the Company. The Company therefore proposes to appoint Messrs Vasu & Co., Chartered Accountants, who are one of the reputed accounting and auditing firms of the country as the Statutory Auditors of the Company.

The Company has received letter from M/s Vasu & Co., Chartered Accounts, to the effect that their appointment, if made, would be made within the prescribed limits under section 224 (1 B) of the Companies Act, 1956.

AUDITOR''S OBSERVATIONS:

Observations of auditor are self explanatory and do not require any further to be commented by directors in this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have adopted such accounting policies and applied them consistently and made judgments estimates that were reasonable and prudent so as to give a true and fair view of the state affair of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

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

4. That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a "going concern" basis.

SUBSIDIARIES:

The Company does not have any subsidiary Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report forthe year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

DEPOSITS:

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with the provisions of Corporate Governance and a report on Corporate Governance is annexed hereto and forms part of this report. A certificate from Practicing Company Secretary of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

DELISTING FROM MADRAS STOCK EXCHANGE (MSE):

The intimation for delisting of its Equity shares has been communicated to the Madras Stock Exchange as per the Resolution passed by the shareholders in the last AGM.

DEPOSITORY SYSTEM:

The Company has electronic connectivity with both depositories namely Central Depository Services (India) Limited and National Securities Depository Limited. As on March 31, 2013 99.44% of the Company''s paid-up share capital representing 3,90,08,575 equity shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company''s shares on either of Depositories.

GO GREEN INITIATIVE:

The Ministry of Corporate Affairs, Government of India, through its Circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send the annual reports and other official documents to their shareholders electronically as part of its green initiatives in Corporate, provided the email address of the shareholder is obtained by the Company from the shareholders.

This move by the Ministry will benefit the society at large through reduction in paper consumption and contribution towards a Greener Environment. It will also ensure prompt receipt of communication and avoid loss in postal transit.

Keeping the above in view, your Company proposes to send documents such as the Notice of the Annual General Meeting and Annual Reports henceforth to the shareholders by Electronic means, to the e-mail address provided by them and/or made available to the Company by the Depositories. In absence of any communication from the shareholders, email id in the records of depositories shall be considered registered email id of the respective shareholder. All the shareholders who hold their shares in physical form and whose e-mail address are not available with the Company, may if they wish to receive the Annual Report in electronic form, please send theiremail to [email protected]

The Company solicits active co-operation of shareholders in helping the Company to implement the e-governance initiatives of the Government.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the support and co-operation, which the Company continues to receive from its associates and bankers. The Directors are also thankful to the shareholders for their unstinted support to the Company.

On behalf of Board of Directors of

S R K Industries Limited

Sd /-

Rakeshchand M. Jain

Date: August 22, 2013 Chairman & Managing Director

Place: Coimbatore

Registered Office:

3/42, Palaniappa Nagar,

Ramanathapuram Coimbatore Tamil Nadu- 641 045

Mar 31, 2012

The directors have pleasure in presenting the 21st Annual report of your company for the year 2011-2012

OPERATIONAL RESULTS: 2011-2012 2010-2011 (Rs. in lakhs) (Rs. ln lakhs)

Profit before Depreciation 0.72 1.70

Depreciation 0.10 0.05

Net Profit 0.82 1.65

PRESENT SCENARIO: During the year we had concentrated on stabilizing the Company's finances. We have taken to trading of textile as was in the previous year and could achieve a turnover of Rs.10.40 Crore and made a small profit of Rs.0.72 lacs. We have paid almost the entire dues to various Govt, agencies and other creditors.

TRANSFER TO RESERVES: No amount was transferred to Reserves. However, credit balance of Profit & Loss Account has been transferred to Reserves & Surplus.

Dividend: In absence of sufficient profits, your directors do not recommend dividend for the year.

FUTURE PROSPECTS:As a sequel to the steps taken during the last year, Viz: altering the main objects, changing of name, and increasing of the authorized Capital we have made efforts to find new prospective investors in our company. As a prelude to this, we worked hard to get the suspension of trading of our shares in BSE lifted and were successful also. We are happy to announce that the suspension was revoked and trading of shares commenced in BSE from 13.02.2012. Company's web site was also hosted during the year. In order to facilitate the electronic connectivity we applied to NSDL and CDSL. Both the agencies have granted their approval and ISIN number has been allotted to the company. As you are aware our company has made huge accumulated losses which have wiped off the entire Paid up capital. In order to wipe off the losses and to have positive paid up capital structure, we have entered into negotiation with TRANSCEND COMMERCE LIMITED. This company is having a paid up capital of Rs. 17.5 crores without any accumulated losses. An agreement to merge this company with ours is negotiated and a share swapping is agreed to after details study of valuation of respective companies. This merger process has to undergo many stages and we are hopeful to complete the task within this financial year itself.

SCHEME OF ARRANGEMENT : The Board of Directors of the Company in its meeting held on 13.02.2012 has approved the Scheme of Arrangement which includes reduction of paid up capital of the Company from Rs.3,76,69,000/- divided into 37,66,900 equity shares of Rs.10/- each to Rs.37,66,900/- divided into 3,76,690 equity shares of Rs.10/- each without any payment of the cancelled value of said shares to the shareholders of the Company subject to the approval from Hon'ble High Court of Chennai and Mumbai. The capital so reduced shall be set off against accumulated losses. The appointed date is 1st April, 2011, subject to the requisite approval from shareholders, creditors, Stock Exchanges, the Hon'ble High Court of Chennai and Mumbai and other Authorities, as may be required for the purpose. The company has already obtained in-principal approval from BSE and the applications will be filed before the Hon'ble High Court of Mumbai and Chennai in due course of time.

DELISTING FROM MADRAS STOCK EXCHANGE(MSE) : Since the time we had listed our shares from various exchanges including Madras Stock Exchange a lot changes have taken place in the pattern of trading. All the exchanges except BSE and NSE are virtually not contributing to the trading of stocks. Considering this, we have decided to delist our shares from MSE after fulfilling the conditions laid down for the purpose.

AUDITORS : S.Ganesh Chartered Accountants, Coimbatore who is retiring by this AGM as Auditor has indicated his willingness to continue and the availability for appointment as Auditor for the next financial year and the necessary proposals for his re-appointment is also made.

AUDITORS' OBSERVATION : Auditors have not put any adverse remarks/ observation/ qualification which are required to be commented in this report.

MANAGEMENT DISCUSSION AND ANALYSIS : A detailed report on management discussion and analysis is enclosed to this report.

SECRETARIAL COMPLIANCE CERTIFICATE : Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessary Secretarial Compliance certificate is forming part of this Report.

DEPOSITS : The Company has not accepted any deposit from Public during the financial year.

EMPLOYEES : There is no employee in the Company drawing remuneration that requires declaration under Section 217(2A) of the Company's Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNING AND OUTGO: The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT :

Your Directors in terms of Section 217(2AA) of the Company's Act, 1956 confirm that

1. All applicable accounting standards have been followed in the preparations of the annual accounts.

2. Your Directors have selected such accounting policies and applied them consistently, made judgments at estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2012 and of the profit of the Company for the year ended on 31.03.2012.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts.

CORPORATE GOVERNANCE: Pursuant to clause 49 of the listing agreement with the Stock Exchange, a detailed Corporate Governance Report is given in this Annual Report and forms part of it.

CODE OF CONDUCT: All the Directors and Senior Management Personnel have affirmed Compliance with the Code of Conduct.

Declaration by the Managing Director under Clause 49 of the Listing Agreement regarding adherence to Code of Conduct.

In accordance with Clause 49 (1) (D) of the listing agreement all the Directors and Senior Management personnel have affirmed compliance with the code of conduct for the year ended on 31st March 2012.

We use this opportunity to express our gratitude towards our staff.

By order of the Board

For S R K Industries Limited

Sd /

T. Narayanan Kutty

Place: Coimbatore Chairman cum Managing Director

Date: 30.05.2012

Mar 31, 2011

Ladies and Gentlemen,

The directors have pleasure in presenting the 20th Annual report of your company for the year 2010-2011

OPERATIONAL RESULTS :

2010-2011 2009-2010 (Rs in lakhs)

Profit/(loss) 1.70 2.06

Depreciation 0.05 0.01

Net Profit 1.65 2.05

PRESENT SCENARIO :

Our company has been struggling for a long period. For the year ended wewere able to turn the corner by diversifying our activities. We took to trading of textile in the last financial year and posted a turn over of Rs.744.96 and for the second consecutive year made a profit even though very meager. Even though we could not make huge profits which could be distributed among the Members, we could stop the trend of making losses. Alarge portion of sales tax dues have also been paid back. Now a very small sum of dues are remaining to be paid in sales tax and ESI accounts which the Company hope to settle by the next year end.

FUTURE PROSPECTS :

The company has already made efforts to increase the revenue. For this purpose a multi pronged steps are taken. We have changed the "Main objectives clauses" of the company so that we can venture into new areas of operations other than the manufacturing of Cots and Aprons for textile industries only.We intend to increase our presence in "Trading Sector" which has proven to be of good scope for the Company.

In order to reflect the new activities as added in the main objectives clauses , we have changed the company's name as "S R K INDUSTRIES LIMITED" . We have commenced the procedure to comply with all the concerned agencies/ institutions.As are aware that the trading of our shares are suspended by Bombay stock exchange. We have fulfilled all the criterion for the revocation of the suspension. We hope that BSE's order lifting the revocation is expected very soon. Since permitted by the members to increase the Authorised Capital of the Company to Rs.14 Crores, we hope to infuse new capital .

We may be in a position to commence new projects using the new infused capital. We hope the combined efforts in multi phased activities will bring positive results in the coming months.

AUDITORS :

Sri.S.Ganesh, Chartered Accountant, 55, Rangai Gowda Street, Coimbatore who is retiring by this AGM as Auditor has indicated his willingness to continue and the availability for appointment as Auditor for the next financial year and the necessary proposals for his re- appointment is also made

MANAGEMENT DISCUSSION AND ANALYSIS :

A detailed report on management discussion and analysis is enclosed as an annexure - 1 to this report.

SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessary Secretarial Compliance certificate is attached herewith as annexure -2.

DEPOSITS :

The Company has not accepted any deposit from Public during the financial year.

EMPLOYEES :

There is no employee in the Company drawing remuneration that requires declaration under Section 217(2A) of the Company's Act, 1956.

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

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange out going during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 217(2AA) of the Company's Act, 1956 confirm that :

1. All applicable accounting standards have been followed in the preparations of the annual accounts.

2. Your Directors have selected such accounting policies and applied them consistently, made judgements at estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31 -03-2011 and of the profit of the Company for the year ended on 31 -03-2011.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts.

CORPORATE GOVERNANCE:

Pursant to clause 49 of the listing agreement with the Stock Exchange, a detailed Corporate Governance Report is attached with this Annual Report as annexture - 3.

We also take this opportunity to assure our shareholders that it will be our endeavor to see that their investments bear fruit at the earliest possible time.

We use this opportunity to express our gratitude towards our staff.

By order of the Board For S R K INDUSTRIES LIMITED

Sd/- Place : Coimbatore (T Narayanan Kutty) Date : 30-07-2011 Chairman cum Managing Director

Mar 31, 2010

The Director have pleasure in presenting the Nineteenth Annual Report of the Company for the year 2009-2010.

OPERATIONAL RESULTS:

2009-2010 2008-2009

(Rs. In Lakhs)

Profit/(Loss)- 2.06 (488.74)

Depreciation 0.01 0.02

Net Profit/ (Loss) 2.05 (488.72)

PRESENT SCENARIO:

Our Company has settled all the dues excepting the sales taxes as the department of commercial taxes has intimated that a one time settlement scheme will be announced with substantial benefit to sick units . We may avail of the opportunity. The co is maintaining a skeleton staff to manage its accounts and other statutory requirements

FUTURE PROSPECTS:

Company has been approached by certain interested parties to revive the activities with varied operations including trading, infrastructure related activities and financial services. By availing of their assistance trading-in textile fabrics have already been commenced and we have posted a turn over of Rs 3.66 Crores for the Year ended 31-3-2010.

The company has already incurred huge losses which has wiped of the entire Capital. Hence it was decided to bring in additional capital of Rs 10 Crores through the preferential issue of equity to selected interested parties As first step to infuse fresh capial it was decided to increase The Authorised Capital from Rs 4.75 Crores to Rs l4 Crores.

The listing of the. company In Bombay Stock Exchange was suspended due to non filing certain documents.

Now, our company has complied with all the requirements and would strive to get the suspension revoked. We hope the year 2010-201 1 will see a reversal in the companys fortunes.

As first step to infuse fresh capial it was decided to increase the Authorised Capital from Rs 4.75 Crores to Rs 14 Crs The listing of the company In the Coimbatore Stock Exchange was cancelled as per the guidelines issued by the SEBI to the exchange vide their letter no. MRD/DSA/SL/157850/2009 dt 20-3-09.

The Coimbatore Exchange had sought SEBIs guide lines to surrender their recognition.

AUDITORS

Sri.S.Ganesh, Chartered Accountant,55, Rangai Gowder Street, the retiring

Auditor has indicated his willingness to continue and the availability for appointment as Auditor and necessary proposal for his re-appointment is made.

DEPOSFTS:

The Company has not accepted any deposit from Public

EMPLOYEES:

There is no employee m the Company drawing remuneration that requires declaration under Section 217(2 A) of the Companies Act, 1956.

CONSERVATION OF ENERGY:

Report are given in Annexures.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors in teims of Section 21 (2AA) of the Companies Act, 1956 confirm that:

1). All applicable accounting standards have been followed in the preparation of the annual accounts.

2). Your Directors have selected such accounting policies and applied them consistently and made judgements at estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2010 and of the Profit of the Company for the year ended on 31.03.2010.

3). Proper and sufficient care has been taken for the maintenance of adequate accounting records in the accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4). The annual accounts have been prepared on a going concern basis as stated in of notes on accounts.

CORPORATE GOVERNANCE:

Corporate Governance Report is attached with this Annual Report

We also take this opportunity to assure our shareholders that it will be our endeavour to see that their investments bear fruit at the earliest possible time.

In the last, we fully appreciate the valuable services rendered by Sr. Vasanth Bhadra who has since. retired. We use his opportunity to express our gratitude towards our staff and workers also.

By order of the Board

For ASSOCIATED TEXTILE RUBBER PRODUCTS LIMITED

(Sd/-)

Place : Coimbatore T.N.Kutty

Date : 12-07 2010 Chairman cum Managing Director

Mar 31, 2009

The Director have pleasure in presenting the Eighteenth Annual Report of the Company for the year

2008-2009.

OPERATIONAL RESULTS:

2008-2009 2007-2008 (Rs. In Lakhs)

Profit /(Loss) (488.74) (51.55) Depreciation 0.02 0.53 Net Profit/(Loss) (488.72) (51.02)

PRESENT SCENARIO:

The Co has settled all its liabilities towards Institutions and Banks after disposing of its properties exepting the deferred sales tax dues which got time till 2015 for full repayment. Some dues are pending towards ESI and and a nominal payment og damages are due for payment to provident fund. Co is making arrangements to clear these dues.

Discussions are on for changing the activities of the co and the management intends to shift the activities to a more profitable line in new fields like services industry.

FUTURE PROSPECTS:

The Co intends to raise some more capital for the promoters and feel sure about doing further activities in the Services sector connected with FT industry

DIRECTORS:

The term of Sri .T.Narayanan Kutty as Chairman and Managing Director had ended on 26.03.2009 and he had been re-elected as Chairman and Managing Director on 26.03.2009 by the Board of Directors which is to be approved by the AGM to be held on 30.09.2009.

AUDITORS

Sri-S.Ganesh, Chartered Accountant, 55, Rangai Gowder Street, the retiring

Auditor has indicated his willingness to continue and the availability for appointment as Auditor and necessary proposal for his re-appointment is made.

DEPOSITS:

The Company has not accepted any deposit from Public

EMPLOYEES:

There is no employee in the Company drawing remuneration that requires declaration under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY: Report are given in Annexures.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 217(2AA) of the Companies Act, 1956 confirm that:

I). All applicable accounting standards have been followed in the preparation of the annual accounts.

2). Your Directors have selected such accounting policies and applied them consistently and made judgements at estimates that arc reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2009 and ofthe Profit of the Company for the year ended on 31.03.2009.

3). Proper and sufficient care has been taken for the maintenance of adequate accounting records in the accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4). The annual accounts have been prepared on a going concern basis as stated in of notes on accounts.

CORPORATE GOVERNANCE:

The Company has become potentially sick. Your board considers compliance with the corporate governance will erode whatever funds are available to be utilized for the sustanencc of the Company.

ACKNOWLEDGEMENTS:

Your Director wish to record their profound gratitude towards the financial Institutions, especially Tamil Nadu Industrial Investment Corporation and The Catholic Syrian Bank Ltd, Singanallur, Coimbatore for the excellent help and co-operation extended by them.

Out thanks are also due to our customers who encouraged our products and whose unstinted support is a source of inspiration.

We also take this opportunity to assure our shareholders that it will be our endeavour to see that their investments bear fruit at the earliest possible time.

In the last, we fully appreciate the valuable services rendered by our staff and workers.

By order of the Board

For ASSOCIATED TEXTILE RUBBER PRODUCTS LIMITED

(Sd/-)

Place: Coimbatore T.N.Kutty

Date: 31.08.2009 Chairman cum Managing Director

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