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Rupa & Company Ltd.

BSE: 533552 Sector: Industrials
NSE: RUPA ISIN Code: INE895B01021
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OPEN 420.00
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VOLUME 18668
52-Week high 590.00
52-Week low 244.00
P/E 47.77
Mkt Cap.(Rs cr) 3,391
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 420.00
CLOSE 417.90
VOLUME 18668
52-Week high 590.00
52-Week low 244.00
P/E 47.77
Mkt Cap.(Rs cr) 3,391
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rupa & Company Ltd. (RUPA) - Director Report

Company director report

for the Financial Year ended March 31 2016

Dear shareholders

Your Directors have pleasure in presenting their 31st Annual Report on theBusiness and Operations of the Company along with the Audited Accounts of the Companyfor the Financial Year ended March 31 2016.

Financial Highlights

The financial performance of the Company is as hereunder:

Standalone Financial Review (Amount in Rs.)
Particulars 2015-16 2014-15
Turnover 10130295623 9690669114
Profit before Finance Charges Tax Depreciation/ Amortization (PBITDA) 1350965268 1388738714
Less: Finance Charges 187589255 233809678
Profit before Tax Depreciation/ Amortization (PBTDA) 1163376013 1154929036
Less: Depreciation 151703052 150600092
Profit before Tax & Exceptional Item 1011672961 1004328944
Add: Exceptional Item (Dividend received from Subsidiary) 122999820 -
Profit before Tax (PBT) 1134672781 1004328944
Less: Tax Expense 355135632 347258567
Net Profit after Tax (PAT) 779537149 657070377
Appropriations
Interim Dividend on Equity Shares 218692540 -
Proposed Final Dividend on Equity Shares - 218692540
Dividend Tax 44520656 19480749
Transfer to General Reserve - 100000000

 

Consolidated Financial Review (Amount in Rs.)
Particulars 2015-16 2014-15
Turnover 10148339040 9725991061
Profit before Finance Charges Tax Depreciation/ Amortization (PBITDA) 1358708973 1427806380
Less: Finance Charges 187811466 235383967
Profit before Depreciation/ Amortization (PBTDA) 1170897507 1192422413
Less: Depreciation 152398852 151318025
Profit before Tax (PBT) 1018498655 1041104388
Less: Tax Expense 359219807 359438049
Net Profit after Tax (PAT) 659278848 681666339

State of Company's Affairs and Future Outlook

The Company achieved a turnover of Rs. 1013.03 crores in Financial Year 2015-16 asagainst Rs. 969.07 crores in 2014-15 i.e. registering a growth of 4.54% in Revenue fromOperations over the last year. During the year the Profit before Interest Depreciationand Tax stood at Rs. 135.10 crores as against Rs. 138.87 crores during the previous year.The Net Profit for the year 2015-16 stood at Rs. 77.95 crores after inclusion ofExceptional Item i.e. Dividend received from Subsidiary Company as compared to Rs. 65.71crores during the previous year a growth of 18.63% over the last year.

The Company is engaged in the Manufacturing Branding and Marketing of Men's andWomen's Innerwear Thermal wear and Casual wear for kids and all sections of the societylike Economy Mid-Premium Premium and Super-Premium. It has over 18 brands and 8000 SKUs(Stock Keeping Unit) having a strong brand recall. In order to nurture its brands theCompany has been consistently involved in robust advertisement & brand promotionactivities thereby spending extensively on brand communication. To enhance the brandrecall of its Thermal wear the Company recently launched a new ad campaign for itsThermal wear brand 'Torrido'. The Company has been aggressively focusing on the Premiumsegment ('M-series') which offers higher operating margins. To sustain higher margins ithas been expanding its Premium products category which attracts relatively higher pricingpower. To create brand awareness and reach customers directly it has also opened EBOs(Exclusive Business Outlet) for M-Series. The Company has been constantly reinventingitself by launching new brands and leveraging its existing brands by extending new productlines. The Company is also looking at leveraging its brand equity by entering into theKids Innerwear segment and has launched the 'Kidline' brand. The Company has a presence inthe infant wear segment through its brand 'Bumchum Tots'.

In innerwear industry the Company is a leader having a distribution network acrossIndia. The Company has a PAN-India presence with a large distribution network consistingof 4 central warehouses 6 EBOs 20 branches 1000 dealers and more than 118000retailers. It is also looking at enhancing availability through presence in e-commerceMBOs (Multi- Brand Outlet) and LFRs (Large Format Retail Store). The Company is alsolooking forward to open Rupa EBOs through the franchise route across India and expand itsretail footprint.

The Company has manufacturing facilities situated at Howrah Domjur Tirupur Bengaluruand Ghaziabad. The Company has sales offices situated at Kolkata Patna Varanasi MumbaiJaipur Indore Delhi Ghaziabad Kanpur Bengaluru Tirupur and Hyderabad.

The Indian innerwear market is estimated to grow at 13% to reach Rs. 59540 crores by2023. Innerwear appears to be a potential growth category.

The Company believes in the overall development of the innerwear and casual wearindustry across India through its innovative designs superior product quality ability tocreate a sustainable business model initiatives to nurture the in- house talent and zealtowards the healthy creation of stakeholders' value. To overcome the various economicalchallenges the Company from time to time revisits its marketing strategy. The Company hasalways been responsive towards the changing fashion needs by introducing new line ofproducts across all segments.

Subsidiaries

The Company has the following 3 (three) Wholly-owned Subsidiaries as on March 31 2016:

i) Euro Fashion Inners International Private Limited which was engaged in sellinghosiery products under the brand name "EURO" which are premium productsdesigned for the fashion conscious consumers. The Business Operations of Euro FashionInners International Private Limited has been transferred to its Holding Company through aBusiness Collaboration Agreement w.e.f. April 1 2014.

During the year under review the Revenue from Operations including Other Income wasRs. 7.31 lacs as against Rs. 1911.86 lacs during the previous year. Net Loss during theyear was Rs. 7.75 lacs as compared to the Profit of Rs. 162.46 lacs during the previousyear.

ii) Imoogi Fashions Private Limited which is engaged in manufacturing processing andselling hosiery and outer casual wear products especially for children up to the age of12 years under the brand name "Imoogi".

During the year under review the Revenue from Operations including Other Income wasRs. 246.35 lacs as against Rs. 501.22 lacs during the previous year. Net Profit during theyear was Rs. 53.23 lacs as compared to Rs. 83.49 lacs during the previous year.

iii) Oban Fashions Private Limited incorporated on December 29 2015 with the objectsinter alia to operate Indian business of international brands managed underlicensing/ franchise/ joint venture/ ownership arrangements etc. Oban Fashions PrivateLimited has on April 07 2016 entered into a definitive License Agreement with FrenchConnection Limited whereby the Wholly-owned Subsidiary has acquired the exclusive licensefrom French Connection Limited to develop manufacture marketing and sale of theinnerwear and related products with the Brand name 'FCUK' in India.

During the period ended March 31 2016 the Revenue from Operations including OtherIncome was Nil and the Loss was Rs. 18.09 lacs.

In terms of Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations) the above subsidiaries are not materialsubsidiaries.

The statement in Form AOC-1 containing the salient features of the aforesaidsubsidiaries is separately annexed in terms of the first proviso to Section 129(3) of theCompanies Act 2013 including any subsequent amendments thereto ('the Act') read withRule 5 of the Companies (Accounts) Rules 2014. The Audited Financial Statementsincluding the Consolidated Financial Statements of the Company and other relatedinformation and the Audited Accounts of subsidiaries are available on the website of theCompany at www.rupa.co.in.

The Annual Accounts of the subsidiaries and the related detailed information shall bemade available to the Members of the Company seeking such information at any point oftime. The Members may request for such information by writing to the Company Secretary atthe Registered Office of the Company. The copy of Annual Accounts of the subsidiariesshall be kept for inspection by the Members at the Company's Registered Office.

Except as stated hereinabove the Company did not have any other subsidiary jointventure or associate company during the year under review.

Change(s) in the Nature of Business

During the year under review there were no changes in the nature of the business ofthe Company.

Dividend

During the Financial Year 2015-16 the Board of Directors of the Company has declaredinterim dividend to the Shareholders of the Company @ 275% i.e. Rs. 2.75 per share for79524560 equity shares of Rs. 1/- each amounting to a total outflow of Rs.218692540/-.

Transfer to Reserves

The Board proposes not to transfer any amount to General Reserve.

Changes in Share Capital

During the year under review there were no changes in the share capital of theCompany.

Credit Rating

Crisil Limited the Credit Rating Agency has assigned the credit ratings CRISIL A +/stable and CRISIL A1+ for the long term and the short term debt instruments/ facilities ofthe Company respectively.

Directors and Key Managerial Personnel

Details of Directors and Key Managerial Personnel (KMP) appointed re-appointed orresigned during the year are as below:

Sl. No. Directors/ KMP Date of Appointment Re-appointment/ Resignation
1 Mr. Prahlad Rai Agarwala Chairman Re-appointed as Chairman (Whole-time Director) in the Annual General Meeting (AGM) held on September 15 2015 w.e.f. April 1 2015
2 Mr. Ramesh Agarwal Whole-time Director Re-appointed as Whole-time Director in the AGM held on September 15 2015 w.e.f. April 1 2015
3 Mr. Mukesh Agarwal Whole-time Director Re-appointed as Whole-time Director in the AGM held on September 15 2015 w.e.f. April 1 2015
4 Mrs. Alka Devi Bangur Independent Director Appointed in the AGM held on September 15 2015 w.e.f. November 14 2014 [from Additional Director (Independent) to Independent Director]
5 Mr. Arihant Kumar Baid Additional Director Executive Appointed as Additional Director Executive w.e.f. November 5 2015
6 Mr. Sudip Chatterjee Company Secretary & KMP Resigned as Company Secretary (KMP) w.e.f. December 21 2015

Mr. Ramesh Agarwal Whole-time Director retires by rotation in the ensuing AGM andbeing eligible offers himself for re- appointment.

Further details of Directors to be appointed/ re-appointed are provided in theExplanatory Statement to the Notice of the ensuing AGM.

The Company has appointed Mr. Kundan Kumar Jha as the Company Secretary &Compliance Officer (KMP) w.e.f. May 30 2016.

Further details of Directors are provided in the Corporate Governance Report whichforms part of this Annual Report.

Statement on Declaration given by Independent Directors under Section 149(7) of the Act

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16 of the ListingRegulations (Clause 49 of the erstwhile Equity Listing Agreement).

Number of Meetings of Board of Directors

During the Financial Year 2015-16 5 (five) meetings of the Board of Directors wereheld details of which are given in the Corporate Governance Report which forms part ofthis Annual Report.

Separate Meeting of Independent Directors

During the year under review the Independent Directors met on March 11 2016 interalia to:

• review the performance of Non-Independent Directors and the Board as a whole;

• review the performance of the Chairperson of the Company taking into accountthe views of Executive Directors and Non-executive Directors;

• assess the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively &reasonably perform their duties.

Annual Evaluation of Performance

Pursuant to the provisions of the Act and the Listing Regulations (Clause 49 of theerstwhile Equity Listing Agreement) the Nomination and Remuneration Committee has laiddown the criteria for performance evaluation on the basis of which the Board has carriedout evaluation of its own performance the performance of Board Committees and of theDirectors individually.

The Independent Directors of the Company without the participation of Non-IndependentDirectors and members of management in their separate meeting have reviewed theperformance of Non-Independent Directors and the Board as a whole and also the performanceof the Chairperson of the Company. The review of performance of Non-Independent Directorswas done after discussing with them on various parameters such as skill competenceexperience degree of engagement ideas & planning etc. The Board performance wasreviewed on various parameters such as adequacy of the composition of the Board Boardculture appropriateness of qualification & expertise of Board members process ofidentification and appointment of Independent Directors inter-personal skills ability toact proactively managing conflicts managing crisis situations diversity in theknowledge and related industry expertise roles and responsibilities of Board membersappropriate utilization of talents and skills of Board members etc. The evaluation of theChairperson of the Company was conducted on various parameters such as leadership qualitycapability availability clarity of understanding governance & compliance and degreeof contribution etc.

The Nomination and Remuneration Committee of the Board based on the report of theIndependent Directors have evaluated the performance of the Non-Independent Directors.The Committee members also evaluated the performance of the Independent Directors of theCompany considering their requisite skills competence experience and knowledge of theregulatory requirements relating to governance such as roles and responsibilities theCode of Conduct of the Company including the Code for Independent Directors theerstwhile Equity Listing Agreement the Act the Listing Regulations etc.

The Board of Directors of the Company based on the report of the Independent Directorsand the Nomination and Remuneration Committee have evaluated the performance of the Boardand of the individual Directors. The Board also carried out the evaluation of performanceof its Committees on various parameters such as adequacy of meetings in enhancing theeffectiveness of the Committee existence of a defined set of objectives/ terms ofreference etc.

The process of review and evaluation of performance of Board it's Committees and ofindividual Directors was found to be satisfactory.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The particulars related to the conservation of energy technology absorption andforeign exchange earnings and outgo as required under Section 134(3)(m) of the Act readwith Rule 8 (3) of the Companies (Accounts) Rules 2014 are given in 'Annexure - I'attached hereto.

Particulars of Employees

The particulars of employees as required under Section 197(12) of the Act read withRule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in 'Annexure - II' attached hereto.

Disclosure on Employee Stock Option/ Purchase Scheme

Presently the Company does not have any Employee Stock Option/ Purchase Scheme.

Audit Committee

As on March 31 2016 Audit Committee comprises of 5 (five) members of which majoritycomprises of Independent Directors. The details with respect to the composition of theAudit Committee the number of meetings held and the terms of reference has been detailedout in the Corporate Governance Report forming part of this Annual Report.

Further there were no instances where in the Board had not accepted recommendations ofthe Audit Committee.

Vigil Mechanism

In terms of Section 177 of the Act read with the Rules made thereunder and Regulation22 of the Listing Regulations (Clause 49 of the erstwhile Equity Listing Agreement) theCompany has framed a 'Whistle Blower Policy' with an objective to provide an avenue toaddress concerns in line with the policy of the Company to the highest possible standardsof ethical moral and legal business conduct and its commitment to open communication aswell as timely redressal of concerns and disclosures to build and strengthen a culture oftransparency and trust in the Company. The mechanism also provides for adequate safeguardsagainst victimization of employees availing the mechanism and in exceptional cases directaccess to the Chairman of the Audit Committee to report instances of fraud/ misconduct.Audit Committee looks into the complaints raised if any and their redressal.

Nomination and Remuneration Committee

Details pertaining to constitution of the Nomination and Remuneration Committee of theBoard of Directors of the Company number of meetings held and attendance therein and itsterms of reference have been stated in the Corporate Governance Report forming part ofthis Annual Report.

Policy on Director's Appointment and Remuneration

The Board on the recommendation of Nomination and Remuneration Committee has framed apolicy on Appointment and Remuneration of Directors KMP and other employees of theCompany as prescribed under Section 178(3) of the Act and the same in brief is given in'Annexure - III' attached hereto.

Stakeholders' Relationship Committee

Details pertaining to the constitution of the Stakeholders' Relationship Committee ofthe Board of Directors of the Company number of meetings held and attendance therein andits terms of reference have been stated in the Corporate Governance Report forming part ofthis Annual Report.

Corporate Social Responsibility (CSR)

Terms of Reference: The detailed terms of reference of the Corporate SocialResponsibility Committee is available on the website of the Company at the linkhttp://rupa.co.in/site/wp-content/uploads/2015/10/Member_of_CSR_Committee1 pdf

Composition of the Committee

Name of Member Position Category
Mr. Prahlad Rai Agarwala Chairman Executive
Mr. Kunj Bihari Agarwal Member Executive
Mr. Vinod Kumar Kothari Member Non-Executive Independent

The composition of the Committee complies with the provision of Section 135 of the Actread with the Rules made thereunder.

Meeting and Attendance

During the Financial Year ended March 31 2016 three (3) meetings of the CorporateSocial Responsibility Committee were held. The details of meeting and attendance are ashereunder:

Name of Member

Meetings held during the year and Attendance

May 21 2015 August 6 2015 November 5 2015
Mr. Prahlad Rai Agarwala Present Present Absent
Mr. Kunj Bihari Agarwal Present Present Present
Mr. Vinod Kumar Kothari Absent Absent Present

Annual Report on CSR Activities as prescribed under Section 135 of the Act read withRule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014 is given in'Annexure - IV' attached hereto.

Extract of the Annual Return

The extract of Annual Return as at the Financial Year ended March 31 2016 in FormMGT-9 is given in 'Annexure - V' attached hereto.

Risk Management Policy

The Company has a Risk Management Policy which lays down the framework foridentification and mitigation of various risks. The specific objectives of the RiskManagement Policy are to ensure that all the current and future material risk exposures ofthe Company are identified assessed quantified appropriately mitigated and managed andto establish a framework for the Company's risk management process.

The Risk Management Framework emphasises on proper analysing and understanding of theunderlying risks before undertaking any transactions. This enables proper assessment ofall risks and ensures that the transactions and processes conform to the Company's riskappetite and regulatory requirements.

The Risk Management Policy is discussed at the meeting of the Board of Directors. Themanagement accepts the suggestions put forward by the Directors of the Company with regardto mitigation of risks that may arise in future. Further in the opinion of the Boardthere are no factors which threaten the existence of the Company.

Internal Financial Control Systems with reference to Financial Statements and itsAdequacy

The Company has adequate Internal Financial Control systems and procedures which arecommensurate with the size and nature of business. It is ensured that all the assets aresafeguarded protected against loss and all transactions are authorized recorded andreported correctly. The Internal Financial Control systems of the Company are monitoredand evaluated and reviewed by the Audit Committee.

The Directors have laid down Internal Financial Controls to be followed by the Companyand that such Internal Financial Controls are adequate and were operating effectively. Inthis regard the Board confirms the following:

1. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and timely preparation of reliable financialinformation.

3. Access to assets is permitted only in accordance with the management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with the terms of employment or except as specificallypermitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals andappropriate action is taken with respect to any differences if any.

5. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies.

Further the certificate from Managing Director (MD) and Chief Financial Officer (CFO)in terms of Regulation 17(8) of the Listing Regulations provided in this Annual Reportalso certifies the adequacy of the Internal Control systems and procedures.

Statutory Auditors and Auditors' Report

M/s. S. R. Batliboi & Co. LLP Chartered Accountants has been appointed as theStatutory Auditors of the Company for a period of 4 (four) years from the conclusion ofthe 29th AGM of the Company until the conclusion of the 33rd AGM ofthe Company for the Financial Year 2017-18. Further the Board recommends the Members toratify the said appointment of M/s. S. R. Batliboi & Co. LLP Chartered Accountantsas the Statutory Auditors of the Company for the Financial Year 2016- 17 at the ensuingAGM of the Company. The notes on accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any further explanations/ comments.

Details in respect of Fraud

During the Financial Year 2015-16 the Auditors have not reported any fraud asprescribed under Section 143(12) of the Act.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed CS Nidhi Bagri of M/s. Nidhi Bagri & Company PracticingCompany Secretary to conduct the Secretarial Audit of the Company for the Financial Year2015-16. The Secretarial Audit Report in Form MR-3 for the Financial Year 2015-16 formspart of this Annual Report as 'Annexure - VI' annexed hereto. The Secretarial Audit Reportdoes not contain any qualification reservation adverse remark or disclaimer.

Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statements relate and the date of this Report

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial Year of the Company and the date of thisReport.

Details of significant and material orders passed by the Regulators/ Courts/ Tribunalsimpacting the going concern status and the Company's operations in future

No such significant and material order has been passed by any Regulator/ Court/Tribunals against the Company which will impact the going concern status and the Company'soperations in future.

Deposits

The Company has not accepted any deposit within the meaning of Section 73 of the Actand the Companies (Acceptance of Deposits) Rules 2014 during the year ended March 312016.

Particulars of loans guarantees or investments under Section 186 of the Act

The Company did not give any loans or guarantee or made any investments under Section186 of the Act.

Particulars of Contracts or Arrangements with Related Parties

There are no materially significant related party transactions made by the Companywhich may have potential conflict with the interest of the Company. All contracts/arrangements/ transactions entered by the Company during the Financial Year 2015-16 withrelated parties were in the ordinary course of business and on an arm's length basis andwere reviewed by the Audit Committee of the Board. Further during the Financial Year theCompany has not entered into any contract/ arrangement/ transaction with related partieswhich could be considered material in accordance with the Company's policy of Materialityof Related Party Transactions.

The policy on dealing with Related Party Transactions is available on the website ofthe Company at http://rupa.co.in/site/wp-content/uploads/2015/10/policy-on-related-party-transactions.pdf

Corporate Governance Report

The Corporate Governance Report in terms of Regulation 34(3) read with Schedule V ofthe Listing Regulations forms part of this Annual Report.

The Company has obtained a certificate from the Statutory Auditors of the Companyregarding compliance of conditions of Corporate Governance and the same forms part of thisAnnual Report.

Declaration by Managing Director to the effect of compliance with the Code of Conductby the Board members and Senior Management Personnel forms part of this Annual Report.

Management Discussion and Analysis Report

The Management Discussion & Analysis Report in terms of Regulation 34 read withSchedule V of the Listing Regulations forms part of this Annual Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

The Company is committed to provide a safe & conducive work environment to itsemployees and has formulated 'Policy for Prevention of Sexual Harassment' to prohibitprevent or deter any acts of sexual harassment at workplace and to provide the procedurefor the redressal of complaints pertaining to sexual harassment thereby providing a safeand healthy work environment.

However during the period under review no such incidence has been reported.

Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information andexplanations obtained by us we hereby make the following statements in terms of Section134(3)(c) and 134(5) of the Act:

(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;

(ii) that such accounting policies as mentioned in notes to the annual accounts havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for that period;

(iii) that proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities has been taken;

(iv) that the annual accounts has been prepared on a going concern basis;

(v) that proper systems to ensure compliance with the provisions of all applicable lawsare in place and that such systems were adequate and operating effectively; and

(vi) that internal financial control to be followed by the Company are in place andthat such internal financial controls are adequate and are operating effectively.

The observations of the Auditors as regards internal financial controls were taken noteof by the Audit Committee. While the observations as regards packing materialsconstituting approximately 29% of the total purchases as per financial statements underreference have been noted for appropriate implementation by the Company based on theextent of supervision by senior management nature and complexity of operations the AuditCommittee was of the view that the Auditors' comment as regards practice for issuingpurchase orders was based on observations of a very limited and non-recurring nature. TheAudit Committee was of the view that the existing internal control on placement ofpurchase orders given the existing hierarchy of authorizations for procurement wascommensurate with the nature and extent of the Company's operations.

Acknowledgement

We thank our customers vendors bankers stakeholders and the Government for theircontinued support during the year.

We place on record our appreciation of the contribution made by our employees at alllevels. Our consistent growth is possible because of their hard work solidarityco-operation and support.

By order of the Board
For Rupa & Company Ltd
Sd/-
Prahlad Rai Agarwala
Place: Kolkata Chairman
Date: May 30 2016 DIN:00847452