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Raghuvir Synthetics Ltd.

BSE: 514316 Sector: Industrials
NSE: N.A. ISIN Code: INE969C01014
BSE LIVE 10:54 | 20 Sep 92.40 4.40
(5.00%)
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92.40

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92.40

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 92.40
PREVIOUS CLOSE 88.00
VOLUME 30
52-Week high 132.10
52-Week low 28.45
P/E 63.29
Mkt Cap.(Rs cr) 36
Buy Price 83.60
Buy Qty 50.00
Sell Price 92.40
Sell Qty 80.00
OPEN 92.40
CLOSE 88.00
VOLUME 30
52-Week high 132.10
52-Week low 28.45
P/E 63.29
Mkt Cap.(Rs cr) 36
Buy Price 83.60
Buy Qty 50.00
Sell Price 92.40
Sell Qty 80.00

Raghuvir Synthetics Ltd. (RAGHUVIRSYNTH) - Director Report

Company director report

DEAR SHAREHOLDERS

The directors are pleased to present their 34th Annual report on thebusiness and operations of the Company and the Audited financial accounts for the Yearended 31st March 2016.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars For the year ended on 31st March 2016 For the year ended on 31st March 2015
Net Total Income 4329.45 4704.30
Less: Operating and Admin. Exps 4040.71 4437.31
Profit before depreciation and Taxes 288.74 266.99
Less: Depreciation 210.33 166.02
Less: Extraordinary/ Exceptional Items 2.32 (16.84)
Net ProfitZ(Loss) on sale of Fixed Assets (1.78) 2.68
Profit before Tax (PST) 78.94 86.81
Less: Taxes (including deferred tax and fringe benefit tax) 36.47 54.40
Profit after Tax (PAT) 42.47 32.41
Balance Available for appropriation 42.47 32.41
Which the Directors propose to appropriate as under:
(i) Proposed Dividend NIL NIL
(ii) Corporate Dividend Tax NIL NIL
Surplus Carried to Balance Sheet 42.47 32.41
Earnings Per Equity Share Basic 1.10 0.84
Diluted 1.10 0.84

HIGHLIGHTS OF PERFORMANCE:

The company has posted a satisfactory performance for the year under review. The totalrevenue of the Company has decreased from Rs. 47.04 Crores to Rs 43.29 Crores. The profitbefore tax of the Company has also decreased from Rs. 86.81 Lakhs to Rs. 78.94 Lakhs. Thenet profit after tax has increased to Rs. 42.47 Lakhs as compared to previous year’snet profit of Rs. 32.41 Lakhs. We remained resolute and relentless in our quest forstrengthening our cost-compeiiveness better management of working capital and operationalexcellence across all businesses.

DIVIDEND:

Keeping in view the financial results and in order to conserve financial resources forthe future requirement of the fund your directors do not recommend any dividend duringthe year under review.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:

As on 31st March 2016 Your Company has 2 associate Company.

REGISTRAR & SHARE TRANSFER AGENT:

During the first quarter of Calendar Year 2016 there were certain allegations of fraudand malpractices in the conduct and operations of Sharepro Services (India) Pvt Ltd('Sharepro’) who has been the Registrar and Share Transfer (R&T) Agent of theCompany and upon preliminary investigations SEBi had issued an order dated 22ndMarch 2016 inter alia restraining Sharepro from involving in market related activities.The Assurance Audit of records and systems of Sharepro done at the behest of your Companyby M/s Jogi Dipak & Co. Company Secretaries did not reveal any irregularity orviolations with respect to transfer of securities or payment of dividend of the Companyduring the audit period of 6 years as Sharepro Services (India) Pvt. Ltd is registrar andTransfer Agent of the Company for that period only and before such period M/s PinnacleShares Registry Private Limited was the Registrar and share transfer Agent.

Subsequently in pursuance of the advisory issued by SEBi vide Order dated 22ntlMarch 2016 and considering that key employees were leaving Sharepro which could affectR&T services at Sharepro in future your Company has appointed M/s Link Intime IndiaPrivate Ltd as the R&T Agent in place of Sharepro. The said changeover of R&Tagent shall take effect from 26th May 2016.

DEPOSITORY SYSTEM:

As members are aware the company's shares are compulsorily tradable in the electronicform. As on March 31 2016 almost 85% of the Company’s total paid-up capitalrepresenting 3875000 shares were in dematerialized form. In view of the numerousadvantages offered by the Depository system members holding shares in physical mode areadvised to avail of the facility of dematerialization on either of the Depositories.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

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

BOARD MEETINGS HELD DURING THE YEAR:

Sr. No. Date on which board Meetings were held Total Strength of the Board No of Directors Present
1. 29/05/2015 7 6
2. 23/06/2015 7 5
3. 13/08/2015 7 6
4. 24/08/2015 7 5
5. 16/09/2015 7 7
6. 13/10/2015 7 7
7. 05/11/2015 7 6
8. 09/02/2016 8 7
9. 11/03/2016 8 6
10. 28/03/2016 8 7

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:

Sr. No. Name of Directors No. of Meeting Held No. of Meeting Attended
1. Sunil Agrawal 10 10
2. Yash Agarwal 10 9
3. Hardik Agarwal 10 8
4. Anup Agarwal# 3 2
5. Samirbhai Sheth 10 8
6. Kamaibhai Patel 10 8
7. Pamitadevi Agarwal 10 7
8. Nishitbhai Joshi* 2 2
9. Mangesh Agarwal## 8 8

#Appointed as a Additional independent Director w.e.f 09/02/2016

*Appointed as a Additional Independent Director w.e.f 11/03/2016

## Resigned as an Independent Director w.e.f 09/02/ 2016

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• In terms of Section 152 of the Companies Act 2013 Mrs. Pamitadevi SunilAgarwal is liable to retire by rotation at forthcoming AGM and being eligible offerhimself for re-appointment.

• Mr. Mangesh Agarwal who was Independent Director of the Company resigned in theBoard Meeting of Directors held on 9th February 2016. The Directors place onrecord their deep sense of appreciation for the valuable services rendered by Mr. MangleshAgarwal during his long tenure of the years as a Director of the Company.

• During the Year under review the Board of Directors approved the appointmentsof Mr. Anup Ramniwas Agarwal (DIN: 01790620 ) as an Additional Independent Director of theCompany w.e.f. 9t!' February 2016 under Section 161 of Companies Act 2013 whohold the office upto the date of ensuing Annual General Meeting. The Company has receiveda notice in writing under section 160 of the Companies Act 2013 form a member proposinghis appointment as Director. The Board of Directors recommends his appointment.

• During the Year under review the Board of Directors approved the appointmentsof Mr. Nishit Chandulai Joshi (DIN: 06749898 ) as an Additional Independent Director ofthe Company w.e.f. 11Ul March 2016 under Section 161 of Companies Act 2013who hold the office upto the date of ensuing Annual Genera! Meeting. The Company hasreceived a notice in writing under section 160 of the Companies Act 2013 form a memberproposing his appointment as Director. The Board of Directors recommends his appointment.

• During the Year under review as per the Section 203 the Board of Directorsapproved the appointments of Miss. Pratika Pradeepkumar Bothra as Whole time CompanySecretary (KMP) of the Company w.e.f 28th March 2016

• A brief resume of directors being appointed / reappointed with the nature oftheir expertise their shareholding in the Company as stipulated under as required underRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed to this Notice of the ensuing Annual General Meeting.

• The Company has received necessary declaration from each independent directorunder Section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1>(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

4 All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIESACT 2013:

The policy of the Company on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub section (3) of Section 178 of the Companies Act2013 adopted by the Committee is appended in the Corporate Governance Report We affirmthat the remuneration paid to the directors is as per the terms laid out in the nominationand remuneration policy of the Company.

POLICY ON REMUNERATION:

Policy on remuneration of Directors Key Managerial Personnel and employees of theCompany is that:-

• Remuneration to Key Managerial Personnel Senior Executives Managers Staff andWorkmen is industry driven in which it is operating taking into account the performanceleverage and factors such as to attract and retain quality talent. The remuneration policyis in consonance with the existing industry practice.

• For Directors it is based on the shareholders resolutions provisions of theCompanies Act 2013 and Rules framed therein circulars and guidelines issued by CentralGovernment and other authorities from time to time.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees. At the meeting of the Board all the relevantfactors that are material for evaluating the performance of individual Directors theBoard and its various committees were discussed in detail A structured questionnaire eachfor evaluation of the Board its various Committees and individual Directors was preparedand recommended to the Board by Nomination & Remuneration Committee tor doing therequired evaluation after taking into consideration the input received from the Directorscovering various aspects of the Board’s functioning such as adequacy of thecomposition of the Board and its Committees execution and performance of specific dutiesobligations and governance etc.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company in a separate meeting held on 28lhMarch 2016 to carry out the evaluation for the financial year 2015-16 and inter aliadiscussed the following:

• Reviewed the performance of Non-Independent Directors of the Company and theBoard as a whole.

• Reviewed the performance of the Chairman of the Company taking into account theviews of Executive Directors and Non-executive Directors.

• Assessed the quality quantity and timelines of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonable perform their duties.

Ail Independent Directors of the Company were present at the Meeting.

AUDITORS:

• Statutory Auditors

M/s. G. K. Choksi & Co. Chartered Accountant Ahmedabad the StatutoryAuditors of the Company will retire at the conclusion of the ensuing Annual Genera!Meeting and are eligible for re-appointment. Your Company has received letter from M/s. G.K. Choksi & Co. Chartered Accountant to the effect that their appointment if madewould be within the prescribed limits under Section 141 of the Companies Act 2013 readwith rules made thereunder and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. G. K. Choksi & Co. CharteredAccountant as Statutory Auditors of the Company to hold office from the conclusion ofthis Annual General Meeting (AGM) till the conclusion of next Annual General Meeting ofthe Company to be heid in the calendar year 2017.

As regards qualification in para 3(i)(a) of Annexure of the Auditors’ Report theCompany has maintained proper records showing full particulars including quantitativedetails and situation of its fixed assets but such records require to be updated asregard to location and additions/deletions for the year ended 31=t March 2016.

As regards qualification in 3(i)(b) of Annexure to the Auditors’ Report Directorsstate that ail major items of fixed assets were physically verified by the management atthe end of the year and that no discrepancy was noticed on such verification which onaccounts of proper records being under compilation could not be verified.

• Secretarial Auditor

Mr. Amrish N. Gandhi of Amrish Gandhi & Associates Practicing Company Secretariesis re-appointed to conduct the secretarial audit of the Company for the financial year2015-16 as required under Section 204 of the Companies Act 2013 and Rules thereunder.Your Company has received consent from Mr. Amrish N Gandhi to act as the auditor forconducting audit of the Secretarial records for the financia! year ending 31st March2016. The secretarial audit report for FY 2015-16 forms part of the Annual Report as ‘AnnexureB’ to the Board's report.

Directors Response To Secretarial Audit Report :

Your Board of Directors would like to clarify the qualification remarks made inSecretarial Audit Report as under:-

a. Qualifications are relating to late filing of disclosure as required under theregulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations 2015 with thestock Exchanges. However Board assures that it will be complied with now onwards

b. The Qualification are relating to delay in fifing of E-forms of MGT 14 wih Ministryof Corporate Affairs as required under the companies act 2013. The company had paid theadditional fee and complied with the requirements. However Board assures that it will becomplied with now onwards without delay.

c. Regarding the Calcutta Stock Exchange we have already mentioned this matter in ourCorporate Governance Report.

• Internal Auditor

The Board appointed M/s Ashok Bhatt & co. Chartered Accountants (ICAIRegistration Number M. NO. 036439) as Internal Auditor of your company for the financialyear 2015-16 is now hereby eligible for re-appointment for the financial year 2016-17. Thereport prepared by the Interna! Auditors is to be reviewed by the Statutory Auditors &Audit Committee.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis Report which forms part of this report

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans Guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 are not applicable to the Company.

AUDIT COMMITTEE:

The composition and the functions of the Audit Committee of the Board of Directors ofthe Company is disclosed in the Report on Corporate Governance which is forming a part ofthis report.

RELATED PARTY TRANSACTIONS:

Ail Related Party Transactions that were entered into during the financial year were onarm’s length and were in the ordinary course of business. Ai! Related PartyTransactions were placed before the Audit Committee of the Board of Directors for theirapproval.

As per the provisions of the Companies Act 2013 and Listing Regulation al! RPTsrequire approval of the members by an ordinary resolution. Based on past trend thetransactions with Raghuvir Exim Ltd. (Associates Company) are likely to exceed 10% of theannual turnover of the Company as per the last audited financial statements of the Companyand may exceed the materiality threshold as prescribed under the provisions of ListingRegulations. Thus in terms of Listing Regulations these transactions would requireapproval of the members.

The details of the related party transactions as per Accounting Standard 18 are set outin Note [35] to the Standalone Financial Statements forming part of this report.

Alt the related party transactions entered into during the financial year were on anarm’s length basis and were in the ordinary course of business. Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC 2 is not applicable.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS;

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

MATERIAL CHANGES:

There is no material changes and commitments that wouid affect financial position ofthe company from the end of the financial year of the company to which the financialstatements relate and the date of the directors report.

RESERVES:

The Company has proposed to transfer Rs. 4247240/ - of profit of the Company to theGeneral Reserve for this year.

EMPLOYEE STOCK OPTION:

The Company has not issued any Employee Stock Option.

CASH FLOW ANALYSIS:

The Cash Flow Statement for the year under reference in terms of Regulation 34(2)(c) ofthe SEBi (Listing Obligations And Disclosure Requirements) Regulations 2015 with thestock exchanges forms part of the Annua! Report.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPOTION FOREIGNEXCHANGEEARNINGS AND OUTGO:

Additional information on Conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are provided in "AnnexureC" to the Directors’ Report and forms part of this Report.

CORPORATE GOVERNANCE:

As per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 report on "Corporate Governance" isattached and forms a part of Directors Report. A Certificate from the Company Secretaryregarding compliance of the conditions of Corporate Governance as stipulated under theListing Regulation is annexed to this Report.

LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI) on 2nd September 2015issued SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 with the aimto consolidate and streamline the provisions of the listing Agreement for differentsegments of capital markets to ensure better enforceability. The said regulations wereeffective from 1al December 2015. Accordingly all listed entities wererequired to enter into the New Listing Agreement within six months form the effectivedate. The Company entered into Listing Agreement with BSE Limited during the February2016.

MANAGEMENT DISCUSSION AND ANALYSIS:

• Economic Scenario:

Indian economy has continued to consolidate the gains achieved in restoringmacroeconomic stability. Inflation fiscal deficit and current account deficit havedeclined rendering India a relative haven of macro stability in these turbulent times.Economic growth appears to be recovering albeit at varying speeds across sectors. TheIndian economy expanded 7.3% in FY 15-16 marginally higher than 6.9% recorded in theprevious year. This demonstrates a soft recovery; and is expected to grow 7.6-80% in2016-17. In this context it is pertinent to mention that over the years India has becomeincreasingly entwined with the world. The result is that if global growth lurches intomore crises India's growth may be seriously affected for the correlation between globaland Indian growth is growing significantly.

While public investment and urban consumption were the major drivers of growth in FY2015 a revival of private investment and rurai consumption is critical if growth is toremain strong in FY 2016 and FY 2017 given the likely sluggish recovery in the advancedeconomies and the anemic outlook for global trade. A good monsoon after 2 years ofdrought will certainly be a key factor in uplifting the Indian Economy to a highertrajectory.

The Government of India under the Make in India initiative is trying to give boost tothe contribution made by the manufacturing sector and aims to take it up to 25 per cent ofthe GDP. India's textiles sector is one of the oldest industries in Indian economy datingback several centuries. Even today textiles sector is one of the largest contributors toIndia’s exports with approximately 11 per cent of total exports. The textilesindustry is also labour intensive and is one of the largest employers.

The Indian textiles industry currently estimated at around US$ 108 billion isexpected to reach US$ 223 billion by 2021. The industry is the second largest employerafter agriculture providing employment to over 45 million people directly and 60 millionpeople indirectly. The Indian Textile Industry contributes approximately 5 per cent toIndia’s gross domestic product (GDP) and 14 per cent to overall Index of IndustrialProduction (IIP). India is now a fast emerging market inching to reach half a biilionmiddle income population by 2030. Ail these factors are good for the Indian textileindustry in a long run.

The future looks bright for the Indian textile and apparel industry. There are positivedrivers which indicate future growth opportunities. There is plenty of cotton with a goodpotential for higher yield. There is the chance to produce yarn instead of exportingcotton. There is growing export as well as domestic market demand. The Government supportsmodernization of the industry with a particular focus on closing the gaps in the textilevalue chain

• Industry Review:

India’s textile industry (worth around US$ 108 biilion) contributes 4% toIndia’s GDP and constitutes 13% of the country’s export earnings. It is thesecond largest employer after agriculture employing over 45 million people directly and60 million people indirectly. The industry contributes approximately 14% to the overallIndex of Industrial Production (l!P).

The Indian textiles industry is set for strong growth buoyed by both strong domesticconsumption as well as export demand. India has historically had a strongtextile-industrial culture and a well-developed and mature textile industry that has beenthe back-bone of the economy. With the rise of strong textile exports over the last threedecades India is today among the leading producers of textiles in the world. Howeverdespite this growth India is not the lowest cost producer of textiles and lacks thebenefit of scale economies especially when compared to China Bangladesh Vietnam andCambodia in an environment of volatility and intensified global competition where pricecontinues to dominate due to high inflation high interest rates and high labour costwhich is affecting profitability of Indian textile industries. The sharp rise inenergy/fuel price is another major concern faced by Indian textile Industry today as wel!as years to come. The future for the Indian Textile Industry looks promising. Withconsumerism and disposable income on the rise the retail sector has experienced a rapidgrowth in the past decade. India’s growing population has been a key driver oftextile consumption growth in the country. Changing lifestyle rising incomes andincreasing demand for quality products are set to fuel demand for Indian Textile productsacross the globe.

• Review and Future Outlook of the Company:

The Company is continuously trying to accomplish the desired results. Steps have beentaken for cost diminution and manufacturing quality products by various installedmachineries of the Company. Various aspects of working conditions of workers healthrelated issues minimizing risk of accidents at work place etc. are being taken care of bythe Company. The Company will achieve more turnover by various marketing strategiesoffering more quality products launching new products etc. in coming years followed byincrease in profit margin by way of various cost cutting techniques and optimumutilization of various resources of the Company.

• Internal Control System:

The Company has proper and adequate system of internal control commensurate with thesize and nature of its business. Regular Internal Audits and Checks carried out and alsomanagement reviews the internal control system and procedures to ensure orderly andefficient conduct of business and to ensure that all assets are safeguarded and protectedagainst loss from unauthorised use or disposition and that transactions are authorisedrecorded and reported correctly. The Company has well defined internal control system. TheCompany takes abundant care to design review and monitor the working of internal controlsystem. Internal audit in the organization is an independent appraisal activity and itmeasures the efficiency adequacy and effectiveness of other controls in the organization.The Audit Committee comprising Independent Directors regularly reviews audit planssignificant audit findings adequacy of interna! controls and compliance with AccountingStandards among others

• Human Resources:

The Company believes that its people are its most important asset and thus continuouslystrives to scale up its employee engagement through well structured systems and avisionary HR philosophy. The Company continues to lays emphasis on building and sustainingthe excellent organization climate based on human performance. Performance management isthe key word for the Company. Pursuit of proactive policies for industrial relations hasresulted in a peaceful and harmonious situation in the Company. We are highly focused ondeveloping our employees to perform with the same excellence for the challenges and hugebusiness opportunities that are envisaged in future. The Company firmly believes thatintellectual capital and human resources is the backbone of the Company's success

• Cautionary Statement:

This Management Discussion and Analysis statement of the Annua! Report has beenincluded in adherence to the spirit enunciated in the code of corporate governanceapproved by the Securities and Exchange Board of India. Statement in the ManagementDiscussion and Analysis describing Company’s objectives projections estimatesexpectation may be forward-looking statements within the meaning of applicable securitieslaws and regulations. Actual result could differ materially from those expressed orimplied important factors that could make a difference to the Company’s operationinclude economic conditions affecting demand/supply and price conditions in the Governmentregulations tax laws and other status and other incidental factors. Further thediscussion following herein reflects the perceptions on major issues as on date and the opinionexpressed here are subject to change without notice. The Company undertakes no obligationsto publicly update or revise any of the opinions of forward looking statements expressedin this report consequent to new information future events or otherwise. Readers arehence cautioned not to place undue reliance on these statements and are advised to conducttheir own investigation and analysis of the information contained or referred to thisstatement before taking any action with regard to specific objectives.

RISK MANAGEMENT:

The Board of Directors have developed & implemented a robust risk management policywhich identifies the key elements of risks that threatens the existence of the Company.The Audit Committee reviews the Company’s financial and risk management policies andsteps taken by the Company to mitigate such risks at regular intervals.

CORPORATE SOCIAL RESPONSIBILITY:

This clause is not applicable

PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place Prevention of Sexual Harassment Policy in line with therequirements of The Sexuai Harassment of Women at Workplace (Prevention Prohibition &Redressa!) Act 2013. Ail employees (permanent contractual temporary trainees) arecovered under this policy. Your Directors state that during the year under review therewere no cases filed pursuant to the aforesaid Act.

DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of theCompanies Act 2013 the Board of Directors to the best of their knowledge and abilitystate the following:

• that in the preparation of the annua! financial statements for the year endedMarch 31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

• that such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently and judgement and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March 2016 and of the profit of the Company for theyear ended on that date;

• that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

• that the annual financial statements have been prepared on a going concernbasis.

• that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

• that systems to ensure compliance with the provisions of ail applicable lawswere in place and were adequate and operating effectively.

KEY MANAGERIAL PERSON:

Mr. Sunil R. Agarwai Chairman & Managing Director (Executive) Mr. Dilip P.Nirmal Chief Financial Officer and Miss Pratika P. Bothra Company Secretary are the KeyManagerial Personnel of the Company.

ENVIRONMENT AND POLLUTION CONTROL:

The Company is weli aware of its responsibility towards a better and clean environment.Our efforts in environment management go weli beyond mere compliance with statutoryrequirements. The Company has always maintained harmony with nature by adoptingeco-friendly technologies and upgrading the same from time to time incidental to itsgrowth programmes.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical moral and iegal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the SEB! (LODR) Regulations 2015. Your Company has an ethics hotlinemanaged by a third party which employees of your Company can use to report any violationsto the Code of Conduct in an anonymous manner in addition to the hotline the third partyalso provides a portal wherein employees can raise any suspected or actual violations tothe Code of Conduct. Specifically employees can raise concerns regarding anydiscrimination harassment victimization any other unfair practice being adopted againstthem or any instances of fraud by or against your Company.

THE CHANGE IN NATURE OF BUSINESS:

There is no any material change in the business of the Company during the year underreview.

PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas "Anrtexure - D" to this report.

No employee has received remuneration in excess of the limits set out in ruies 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2015-16.

ACKNOWLEDGMENT:

The Directors wish to piace on record their appreciation to the devoted services of theworkers staff and the officers who largely contributed to the efficient management of theCompany in the difficult times. The Directors place on record their appreciation for thecontinued support of the shareholders of the Company. The Directors also take thisopportunity to express their grateful appreciation for assistance and cooperation receivedfrom the bankers vendors and stakeholders including financial institutions Centra! andState Government authorities other business associates who have extended their valuablesustained support and encouragement during the year under review.

BY ORDER OF THE BOARD OF DIRECTORS
FOR RAGHUVIR SYNTHETICS LTD.
SUNIL R. AGARWAL
DATE: 26/05/2016 CHAIRMAN & MANAGING DIRECTOR
PLACE: AHMEDABAD DIN: - 00265303