Directors Report of RR Metalmakers India Ltd.

Mar 31, 2019

Dear Members,

The Director’s have pleasure in presenting their Twenty - Fourth Annual Report and Audited Annual Accounts of the Company for the year ended on 31^st March, 2019.

FINANCIAL RESULTS: (Figures in Rs. Lakhs)

	For the year	Previous Year
	2018-2019	2017-2018
Total Income	12809.66	8632.04
Profit / (Loss) before Depreciation & Tax	121.30	286.65
Less: Depreciation	11.09	12.44
Profit / (Loss) before tax	110.21	274.21
Tax Expenses / (Savings)	26.67	55.91
Profit / (Loss) after tax	83.54	218.30

REVIEW OF OPERATIONS

The Company has recorded income from operations of Rs. 12802.43 Lakhs in current year as compared to Rs. 8626.62 Lakhs achieved during the corresponding period representing a growth of 67.38 % over the previous year. After offsetting the expenses, the Company has achieved Net Profit (after tax) of Rs. 83.54 Lakhs during the year as against Profit after tax of Rs. 218.30 Lakhs earned in the previous year.

The year under review was tough due to lower margins, which contributed to lower profitability. However, it is of comfort to note that ultimately the bottom line was positive.

In order to meet the gap in working capital requirements, your Company converted warrants, issued to the promoters, into equity shares on preferential basis, pursuant to which 8,10,000 warrants of Rs. 10/- each where converted into 8,10,000 equity shares of Rs. 10/- each respectively. The paid-up equity share capital of the company was increased by Rs. 81,00,000 and consequently, the paid-up equity share capital of the company stands at Rs. 6,98,50,000.

The directors are confident that the company will be able to achieve higher sales and profitability in the times to come, as investments are made in the new businesses and various plans for expansion are gradually getting crystallized.

DIVIDEND

Considering the need to conserve resources for future expansion and growth and also lower profits for the year under review, no dividend is recommended by the Board.

DIRECTORS

During the year, Mr. Jitendra Shah was appointed as Independent Director w.e.f 12^th April, 2018 and further was resigned w.e.f 25^th June, 2018.

Subsequent to the year end, Mrs. Kalpana Kulkarni was re-designated as the Executive Director and was appointed as the CFO of the Company w.e.f 1^st April, 2019.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Act and the Listing Regulations. Based on Disclosures provided by Directors, none of them are disqualified from being appointed as Directors under section 164 of the companies Act, 2013.

Mr. Navin Madhavji Mehta retires by rotation and being eligible offers himself for reappointment. The directors recommend his re-appointment.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination & Remuneration Policy

The Board has constituted a Nomination and Remuneration Committee and has framed policy for selection and appointment of Directors, Senior Management and there remuneration. The Nomination & remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year under review, fourteen (1 4) Board Meetings were convened and held i.e.12.04.2018, 15.05.2018, 28.05.2018, 11.06.2018, 25.06.2018, 25.07.2018, 14.08.2018, 26.10.2018, 12.11.2018, 24.11.2018, 15.01.2019, 11.02.2019, 21.02.2019, 22.03.2019. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134(5) of the Companies Act, 1956, the Directors would like to state that:

1. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

2. They had selected such accounting standards, policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

3. They had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts are prepared on a going concern basis.

5. They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee employed who was in receipt of remuneration in excess of the limits prescribed under section 197 read with Schedule V of the Companies Act, 2013.

Since there were only 5 employees during the year under review, the particulars required to be disclosed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 cannot be meaningfully given. The remuneration paid to the Key Managerial Personnel and the Whole Time Director is disclosed in the Corporate Governance Report annexed herewith.

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

Your Company has not carried out any manufacturing activities during the year. Hence no separate details of the energy consumption and conservation is provided in the report. However the company has taken all possible steps for conservation of the energy in the company.

The company has not adopted any foreign technology during the year.

The details of the foreign exchange is provided in the notes to the accounts forming part of the Balance sheet.

AUDITORS

M/s M.A Chavan and Co., Chartered Accountants, statutory auditors of the Company were appointed by the members at 22^nd Annual General Meeting of the members to hold office for a period of 5 years i.e. until the conclusion of 27^th Annual General Meeting. They have confirmed that their appointment is within the limits provided under Section 139 of the Companies Act, 2013 and they are otherwise eligible to continue as the Statutory Auditors.

AUDITOR’S REPORT

The observations made by the auditors in their report are self explanatory when read with the notes to accounts and need no further elaboration.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed Mrs. Shailashri Bhaskar, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit report furnished by her is annexed herewith as “Annexure I”

OBSERVATIONS IN THE SECRETARIAL AUDIT REPORT

The Secretarial Auditor have observed in their report that the Company did not have a Chief Financial Officer (CFO) as required under Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review, though the position has been filled up subsequent to the end of the year under review.

It is stated that though the company had made its best efforts to appoint a CFO, it could not succeed to do so in the year under review. CFO has however been appointed immediately after the end of the year under review.

FIXED DEPOSITS

The company has not accepted and/or renewed deposits from public during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013, except to its wholly owned subsidiary namely, RR Lifecare Pvt. Ltd.

The details of the investments made by the company are given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Control System, commensurate with the size and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

In order to further strengthen the operations of the company and also to address the requirements of internal controls, the company has installed integrated ERP system. The system has been fully implemented.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were at prevailing market price. There are no materially significant related party transactions made by the company with Directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Details of Related Party Transactions are annexed vide Form No. AOC 2

DIVERSIFICATION:

The company is diversifying its activity which is being implemented through a wholly owned subsidiary, namely RR Lifecare Private Limited, which is in course to set up a project for manufacturing pharmaceutical formulations. This will be a greenfield manufacturing facility in Wada, a northern suburb of Mumbai. The Company will be manufacturing dental cartridge, prefilled syringe, vial, ampule & eye drops. The manufacturing facility will be of international standard and fully compliant with U.S. FDA rules.

MATERIAL CHANGES AND COMMITMENTS

Subsequent to year end, the Company has acquired the business of a partnership firm namely M/s. Alaknanda Tubes, thereby entering into manufacturing activity, having its factory located at Survey. No. 36, Nr. Navavas Village, Dehgam -Dhansura Road, Tal: Talod, Dist.: Sabarkantha and which is in the production of ERW Pipes, with all its assets and liabilities, on a slump sale basis and as a going concern.

SUBSIDIARY COMPANY

The Wholly Owned Subsidiary, RR Lifecare Pvt. Ltd. is setting up a project for manufacturing pharmaceuticals formulations at Wada, District - Palghar. The project is expected to go on stream shortly.

With investment in the new line of business, your Company is expecting to earn higher profits which in turn will help in expansion of the business and higher returns to the investors.

UTILISATION OF FUNDS RAISED ON CONVERSION OF WARRANTS ISSUED THROUGH PREFERENTIAL ALLOTMENT

During the year under review, your Company has received Rs. 60,75,000 (75% of the issue price) from the warrant holders namely, Mr. Virat Shah and Mr. Alok Shah, for issue and allotment of 8,10,000 Equity Shares on conversion of warrants issued on preferential basis with the approval of shareholders through postal ballot exercise, result of which was declared on 26^th December, 2016.

The funds raised by the said conversion has contributed to shore up the financial position of the Company and were utilised to reduce the existing debt, for financing the expansion plans and also to meet the working capital requirements of the Company.

STATEMENT OF DEVIATION OR VARIATION

The Company has received Rs. 60,75,000 (75% of the issue price) as aforesaid on conversion of warrants issued on preferential basis with the approval of shareholders.

Accordingly, on the basis of the statement received by the Company from the Statutory Auditors and pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Directors hereby submit that:

i) there is no deviation in the use of the proceeds / funds from the objects stated in the explanatory statement of the notice of the Postal Ballot Meeting dated 1 5^th November, 2016

ii) there has been no variation between projected utilization of funds, made by the Company as stated in the Explanatory statement of notice dated 15^th November, 2016 of the Postal Ballot Meeting, and the actual utilization of funds.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

RISK MANAGEMENT POLICY

Pursuant to section 134(3) (n) of the Companies Act, 2013, the company has adopted a Risk Management Policy. The details of the policy and its terms of reference are set out in the corporate governance report forming part of the Board’s report.

At present the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE COMPLIANCE POLICY

Pursuant to section 134(5)(f) of the Companies Act, 2013, the Company has constituted Corporate Compliance Policy, to ensure compliance with the provisions of all applicable laws and to report that such systems were adequate and operating effectively.

ANTI - SEXUAL HARRASMENT POLICY

The Company has in place an Anti Sexual harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. However, the Company does not have more than ten employees and as such, has not constituted Internal Complaints Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Schedule V of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Management Discussion and Analysis Report, which form an integral part of this Report, is set out as a separate Annexure.

CORPORATE GOVERNANCE

The requirement to report on Corporate Governance is applicable to Companies having paid up capital of Rs. 10 crores. Since the paid up capital of the company is only Rs. 6,98,50,000 there is no requirement to report on Corporate Governance as per Reg. 15(2) of SEBI (Listing Obligations and Disclosure Requirements), 2015.

However, Corporate Governance Report is attached as a separate annexure dealing with various governance aspects which are emanating from the provisions of the Companies Act, 2013.

APPRECIATION

Your Directors take the opportunity to thank all staff members for their Co-operation and contribution to the Company’s operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and Financial Institutions during the period under review.

For and on behalf of Board of Directors

RR Metalmakers India Limited

Virat Shah

Chairman

Place: Mumbai

Dated: 31^st May, 2019

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Mar 31, 2015

Dear Members,

The Director's have pleasure in presenting their Twentieth Annual Report and Audited Annual Accounts of the Company for the year ended on 31st March, 2015.

FINANCIAL RESULTS:

(figures in Rs. Lacs)

For the year Previous Year 2014-2015 2013-2014

Total Income 5517.08 8366.75

Profit before Depreciation & Tax (289.74) 31.03

Less: Depreciation 11.10 6

Profit / (Loss) before tax (300.84) 25.03

Less: Provision for Tax (2.27) 8.01

Profit / (Loss) after tax (298.57) 17.02

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

The Company has recorded income from operations of Rs. 5517.08 lacs as compared to Rs. 8366.75 lacs achieved during the corresponding period in previous year representing a fall of 34.06 % over the previous year. After offsetting the expenses the Company has earned net loss (after tax) of Rs. 298.57 lacs during the year as against Profit after tax of Rs. 17.02 lacs earned in the previous year.

The year under review has been a difficult one for the company, but the company is evolving various strategies to achieve higher growth in the future and with the new contracts and overall positive outlook in the country, the directors are confident that the company will be able to achieve higher sales and profitability in the times to come.

DIVIDEND

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A".

DIRECTORS

Mr. Navin M. Mehta retires by rotation and being eligible offers himself for re-appointment. The directors recommend his re-appointment.

Mrs. Kalpana kulkarni and Mrs. Shruti Sawant were re-designated as Independent Non- Executive Directors w.e.f 27th March, 2015, appointed for a period of 5 years and who shall not be liable to retire by rotation. The category of Mr. Mayur Tendulkar and Mr. Navin Mehta was changed to Professional Director w.e.f27th March, 2015 respectively.

Subsequent to the year end, Mr. Chirag Pramodkumar Sanghavi was appointed as a Independent Non -Executive Director w.e.f 25.06.2015.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination & Remuneration Policy

The Board has re-constituted the Nomination and Remuneration Committee and has framed policy for selection and appointment of Directors, Senior Management and there remuneration. The Nomination & remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year seven Board Meetings were convened and held i.e., 30.04.2014, 10.07.2014, 05.08.2014, 20.10.2014, 13.11.2014, 10.02.2015 and 27.03.2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMPANY SECRETARY

Pursuant to the section 203 of the Companies Act, 2013, the Board appointed Mr. Ashwin Panditpautra as Company Secretary of the Company w.e.f 02.02.2015. However subsequent to year end, Mr. Ashwin Panditpautra has resigned w.e.f31.05.2015

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134(5) of the Companies Act, 1956, the Directors would like to state that:

1. in preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

2. they had selected such accounting standards, policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

3. they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. that the accounts are prepared on a going concern basis.

5. they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. they had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee employed who was in receipt of remuneration in excess of the limits prescribed under section 197 read with Schedule V of the Companies Act, 2013.

Since there are no employees during the year under review, the particulars required to be disclosed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

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

Your Company has not carried out any manufacturing activities during the year. Hence no separate details of the energy consumption and conservation is provided in the report. However the company has taken all possible steps for conservation of the energy in the company.

The company has not adopted any foreign technology during the year.

The details of the foreign exchange is provided in the notes to the accounts forming part of the Balance sheet.

AUDITORS

M/s. P. P. Jayaraman & Co., Chartered Accountants, statutory auditors of the Company hold office until the conclusion of this Annual General Meeting. The Directors recommend their re-appointment as auditors of the Company.

AUDITOR'S REPORT

The observations made by the auditors in their report are self explanatory when read with the notes to accounts and need no further elaboration.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. A.Sekar, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B"

OBSERVATIONS IN THE SECRETARIAL AUDIT REPORT

The secretarial audit report obtained by the Company contains certain observations regarding exceptions to required compliances under the Companies Act, 2013 and the Listing agreement entered into with BSE.

The explanations of the Directors to the said observations are given below:

1. The website of the Company is being updated to make it fully functional as mandated under Clause 54 of the listing agreement.

2. The Company will ensure that the requirements of Clause 41 with respect to

a) intimation of results within 15 minutes of the conclusion of the Board meeting and

b) publication of the notice conveying the Board Meeting for consideration of unaudited results will be fully complied in future.

3. The Audit Committee and other Statutory Committees constituted by the Board of Directors are in compliance of requirements of Companies Act, 2013

4. The Company has in the Financial Year 2015 - 2016 formulated the requisite Model Code of Conduct under the newly notified SEBI (Prohibition of Insider Trading) Regulations, 2015.

5. The Company had advertised through various sources for appointment of Whole Time Secretary. However, it did not succeed to finalise a suitable person till 2nd February, 2015.

FIXED DEPOSITS

The company has not accepted and/or renewed deposits from public during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by the company are given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were at prevailing market price. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Details of Related Party Transactions are annexed vide Form No. AOC 2

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act, 2013, the company has constituted a business risk committee. The details of the policy and its terms of reference are set out in the corporate governance report forming part of the Board's report.

At present the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE COMPLIANCE POLICY

Pursuant to section 134(5)(f) of the Companies Act, 2013, the Company has constituted Corporate Compliance Policy, to ensure compliance with the provisions of all applicable laws and to report that such systems were adequate and operating effectively.

ANTI - SEXUAL HARRASMENT POLICY

The Company has in place an Anti Sexual harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. However, the Company does not have more than 10 number of employees and as such, has not constituted Internal Complaints Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report, which form an integral part of this Report, is set out as a separate Annexure.

CORPORATE GOVERNANCE

The requirement to report on clause 49 of the listing agreement is applicable to Companies having paid up capital of Rs. 10 crores. Since the paid up capital of the company is Rs. 5.01 crores, this clause is not applicable.

However, Corporate Governance Report is attached as a separate annexure dealing with various governance aspects with emanating from Companies Act, 2013.

APPRECIATION

Your Directors take the opportunity to thank all staff members for their Co-operation and contribution to the Company's Operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and Financial Institutions during the period under review.

BY ORDER OF THE BOARD FOR SHREE SURGOVIND TRADELINK LIMITED

CHAIRMAN

Place : Mumbai Dated :7th August, 2015

Registered Office: 103/1, 1st Floor, Angel Complex, Behind Bluestar Complex, Navjeevan, Ahmedabad - 380014

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Mar 31, 2014

Dear Members,

The Director's have pleasure in presenting their Nineteenth Annual Report and Audited Annual Accounts of the Company for the year ended on 3 P March, 2014.

FINANCIAL RESULTS: (figures in Rs. Lacs)

For the year Previous Year 2013-2014 2012-2013

Total Income 8366.75 11581.54

Profit before Depreciation & Tax 31.03 117.00

Less: Depreciation 6 5.01

Profit before tax 25.03 111.99

Less: Provision for Tax 8.01 38.49

Profit after tax 17.02 96.04

REVIEW OF OPERATIONS AND FUTURE OUTLOOK

The Company has recorded income from operations of Rs. 8366.75 lacs as compared to Rs. 11581.54 lacs achieved during the corresponding period in previous year representing a fall of 27.8 % over the previous year. After offsetting the expenses the Company has earned net profit (after tax) of Rs. 17.02 lacs during the year as against Rs. 96.04 lacs earned in the previous year.

The year under review has been a difficult one for the company, but the company is evolving various strategies to achieve higher growth in the future and with the new contracts and overall positive outlook in the country, the directors are confident that the company will be able to achieve higher sales and profitability in the times to come.

DIVIDEND

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year.

DIRECTORS

Mr. Navin M. Mehta retires by rotation and being eligible offers himself for re- appointment. The directors recommend his re-appointment.

Mrs. Kalpana kulkami and Mrs. Tendulkar was appointed as a Director w.e.f. 1 w.e.f 6th November, 2013 and re -designated as Whole Time Director w.e.f. 1stJuly, 2014 December,2013 and he was re-designated as Whole Kulkarni and Mrs. Shruti of company.

Notices have been received for the appointment of Mrs. Kalpana Sawant as directors of the company.

DIRECTORS' RESPONSIBILITY STATMENT

Pursuant to provisions of section 217(2AA)of the companies Act, 1956, the Directors confirm as under:-

1. In preparation of the Annual Accounts, material departures applicable Accounting Standards had been followed along with proper explanation relating to and applied them

2. That they had selected such accounting that are reasonable and prudent so as to consistently and made judgments and estimates of the company at the end of the financial year and of the profit and loss of the company for that period.

3. That they had taken proper an sufficient the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud an other irregularities.

4. That the accounts had prepared on a going concern basts.

PARTICULARS OF EMPLOYEES

During to year under review there was no employee employed section 217 (2A) of was in receipt of remuneration in excess of the limits prescribed of Employees) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY APSORPTION, FOREIG EXCHANGE EARNINGS AND OUTGO.

Your Company has not Carried out any manufacturing during the year. Hence no and conservation is provided in the report. separate details of company has taken all possible steps for conservation of the energy in the company.

The company has not adopted any foreign technology accounts forming part of The details of the foreign exchange is provided in the notes to the Balance sheet.

Auditors Reort

The observations made by the auditors in their report are self explanatory when read with the notes to accounts and need no further elaboration.

FIXED DEPOSITS

The company has not accepted and/or renewed deposits from public during the year falling under the meaning of Section 58(A ) of the Companies, Act 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with the Certificate on Corporate Governance from a Practicing Company Secretary.

The Company will be taking steps to broad base the composition of the Board in line with the requirements of Companies Act, 2013 and the requirements of Clause 49 of the Listing Agreement. The company will also be taking necessary steps to constitute / re-constitute the Audit Committee and Stakeholder & Remuneration Committee as per the requirements of the said Act and the listing agreement.

APPRECIATION

Your Directors take the opportunity to thank all staff members for their Co-operation and contribution to the Company's Operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and Financial Institutions during the period under review.

BY ORDER OF THE BOARD FOR SHREE SURGOVIND TRADELINK LIMITED

CHAIRMAN

Place: Mumbai

Dated: 5th August, 2014

Registered Office: 103/1,1st Floor, Angel Complex, Behind Bluestar Complex, Navjeevan, Ahmedabad - 380014

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Mar 31, 2012

The Director's have pleasure in presenting their Seventeenth Annual Report and Audited Annual Accounts of the Company for the year ended on 31st March, 2012.

FINANCIAL RESULTS :

(figures in Rs. Lacs)

For the year Previous Year 2011-2012 2010-2011

Total Income 8774.25 8049.51

Profit before Depreciation & Tax 110.74 18.57

Less: Depreciation 1.48 1.10

Profit before tax 112.22 19.66

Less: Provision for Tax 38.05 14.52

Profit after tax 74.17 5.14

OPERATIONS

The Company has recorded a sales turnover of Rs. 8774.25 lacs as compared to Rs. 8049.51 lacs achieved during the corresponding period in previous year registering an increase of 10.90 % over the previous year. After offsetting the expenses the Company has earned net profit (after tax) of Rs. 74.17 lacs during the year as against Rs. 5.14 lacs earned in the previous year.

The company has been able to achieve higher growth with its efforts and with the contacts and the directors are confident that the company will be able to achieve higher sales and profitability in the times to come.

DIVIDEND

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year.

DIRECTOR

Mr. Upendra J. Sheth retires by rotation and being eligible offers himself for re-appointment. The directors recommend his re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm as under :-

1. In preparation of the Annual Accounts, the applicable Accounting Standards' had been followed along with proper explanation relating to material departures

2. That they had selected such accounting standards, policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts had prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review there was no employee employed in the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particular of Employees) rules, 1975.

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

Your Company has not carried out any manufacturing activities during the year . Hence no separate details of the energy consumption and conservation is provided in the report. However the company has taken all possible steps for conservation of the energy in the company.

The company has not adopted any foreign technology during the year .

The details of the foreign exchange is provided in the notes to the accounts forming part of the Balance sheet .

AUDITORS

M/s. P. P. Jayaraman & Co., Chartered Accountants, statutory auditors of the Company hold office until the conclusion of this Annual General Meeting. The Directors recommend their re-appointment as auditors of the Company.

AUDITOR REPORT

The observations made by the auditors in their report are self explanatory and need no further elaboration.

FIXED DEPOSITS

The company has not accepted and/or renewed deposits from public during the year falling under the meaning of Section 58(A ) of the Companies, Act 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with the Certificate on Corporate Governance from the Practicing Company Secretary.

APPRECIATION

Your Directors take the opportunity to thank all staff members for their Co-operation and contribution to the Company's Operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and Financial Institutions during the period under review.



BY ORDER OF THE BOARD FOR SHREE SURGOVIND TRADELINK LIMITED

Place : Ahraedabad

Dated : 11th June, 2012 DIRECTOR

---

Mar 31, 2010

Your Directors have pleasure in presenting their Fifteenth Annual Report and Audited Annual Accounts of the Company for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS :

(figures in Rs. Lacs)

For the year Previous Year

2009-2010 2008-2009

Income 6145.92 1292.62

Profit before Depreciation & Tax 21.21 7.66

Less: Depreciation 0.44 0.25

Profit before tax 20.77 7.41

Less: Provision for Tax 9.00 2.50

Provision for deferred tax (1.79) 0.02

Profit after tax 13.63 0.85

Add: Balance B/f from Previous Year 11.78 10.93

Balance Carried to Balance Sheet 25.41 11.78



2. DIVIDEND

In order to conserve resources for future growth, your Directors do not recommend any dividend for the year.

3. OPERATION

The Company has recorded a turnover of Rs. 6145.92 lacs as compared to Rs. 1292.62 lacs in previous year.

The Company has earned net profit (after tax) of Rs. 13.63 lacs as against Rs. 0.85 lacs earned in the previous year.

4. DIRECTORS

Mr. Somabhai V. Patel retire Director of the Company, by rotation and being eligible, offers himself for re-appointment.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm as under :-

1. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures

2. That they had selected such accounting standards, policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the relevant acts for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the accounts had prepared on a going concern basis.

6. PARTICULARS OF EMPLOYEES

During the year under review there was no employee employed in the financial year who was in receipt of remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particular of Employees) rules, 1975.

7. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The additional information required under the provisions of section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable as the Company is engaged in infrastructural development and financial activities.

Further the Company has neither earned foreign exchange nor spent any foreign exchange during the period under review.

8. AUDITORS

M/s. P. P. Jayaraman & Co., Chartered Accountants, statutory auditors of the Company hold office until the conclusion of this Annual General Meeting. The Directors recommend their re-appointment as auditors of the Company.

9. AUDITOR REPORT

The observations made by the auditors in their report are self explanatory and need no further elaboration.

10. FIXED DEPOSITS

The company has not accepted and/or renewed deposits from public for the period under review within the mining of Section 58A of the Companies Act 1956 and the rules made there under.

11. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is appended to this report.

11. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with the Certificate on Corporate Governance from the Practicing Company Secretary, Mr. S. Lakshminarayanan.

12. APPRECIATION

Your Directors take the opportunity to thanks all staff members for their Co-operation and contribution to the Companys Operation during the year. Your Directors also wish to place on record their appreciation for the support and co-operation by the Banks, Business Associates and Financial Institutions during the period under review.



BY ORDER OF THE BOARD

FOR SHREE SURGOVIND TRADELINK LIMITED

Registered Office :

103/1, 1st Floor, Angel Complex, DIRECTOR

Behind Bluestar Complex, Navjeevan,

Ahmedabad-380014