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Shree Rajasthan Syntex Ltd.

BSE: 503837 Sector: Industrials
NSE: SHRERAJSYN ISIN Code: INE796C01011
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VOLUME 546
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P/E
Mkt Cap.(Rs cr) 24
Buy Price 17.50
Buy Qty 31.00
Sell Price 17.90
Sell Qty 500.00
OPEN 18.25
CLOSE 17.40
VOLUME 546
52-Week high 20.85
52-Week low 9.85
P/E
Mkt Cap.(Rs cr) 24
Buy Price 17.50
Buy Qty 31.00
Sell Price 17.90
Sell Qty 500.00

Shree Rajasthan Syntex Ltd. (SHRERAJSYN) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting their 36th Annual Report on thebusiness and operations of the company along with the Audited Financial Statements for theyear ended 31st March 2016 and Auditor's Report thereon.

1) FINANCIAL SUMMARY /HIGHLIGHTS

The Company's financial highlights for the year ended on 31st March 2016 issummarized below:

(Rs. In Lacs)

Particulars Year ended Year ended
31.03.2016 31.03.2015
Sales
Domestic 23308.30 26295.69
Export 2462.75 3234.04
Other Revenue 525.36 669.14
Total 26296.41 30198.87
Profit Before interest & depreciation 1864.55 2137.89
Less: Financial Cost 1606.03 1673.91
Profit Before depreciation 258.52 463.98
Less: Depreciation 531.34 780.46
Profit /(Loss) Before exceptional item (272.82) (316.47)
Profit Before tax (272.82) (316.47)
Less: Deferred tax liability (62.99) (174.71)
Profit / (Loss) After tax (209.83) (141.76)

2) FINANCIAL PERFORMANCE

During the year under review your Company had a downfall in its performance due to someuncertain market conditions and sudden increase in prices of raw material power fueletc. The total revenue of the company was Rs. 26296.41 lacs as compared to Rs. 30198.87lacs of previous year. The Profit (before interest depreciation & tax) amounted toRs. 1864.55 lacs as compared to Rs. 2137.89 lacs in previous year. There was a loss duringthe year amounting to Rs. (209.83) lacs as compared to loss of Rs. (141.76) lacs inprevious year. Your Directors & Management along with the entire team is taking allpossible action to ensure that we are able to sustain our financial growth and businessoperational developments inspite of all adverse external conditions & competition.

3) OPERATIONS

The business operations of the company during the year under review has not beensatisfactory as compared to previous year. The Company produced 16395 tonnes of yarnvaluing Rs. 26490 lacs during the period under review as against 17098 tonnes of yarnvaluing Rs. 29935 lacs produced during the last year. The performance of the Company isanalyzed in detail in the Management Discussions and Analysis Report annexed to thisreport.

4) EXPORTS

During the year the Company had export of Rs. 2462.75 lacs against export of Rs.3234.04 lacs during the previous year. The export constituted 9.37% of the total turnoverof the Company.

The Company has exported its spun yarn mainly in the established markets in EgyptTurkey Algeria USA Belgium & Pakistan.

The Company plans to further increase its exports to the existing markets and also tappotential export markets for which emphasis is being made on new and better qualityproducts.

5) FIXED DEPOSITS

Your Company has accepted Unsecured Fixed Deposits from its members during thefinancial year ended 31st March 2016 under Section 73 of the Companies Act2013.

The company has issued DPT- 1 circular or circular in the form of advertisementinviting deposits from the members only by passing Special Resolution in its 35thAnnual General Meeting held on 29th September 2015 in compliance with theprovisions of Section 73 of the Companies Act 2013 read with rules 4(1) & 4(2) of TheCompanies (Acceptance of Deposits) Rules 2014 (including any statutory modification orre-enactment(s) thereof for the time being in force).

Further in order to accept the Unsecured Fixed Deposits for the year 2016-17 from themembers of the company your company have taken all the required steps pursuant tocompliance of Section 73 of the Companies Act 2013 including -:

a. depositing of sum not less than 15% of the amount of deposit maturing during thefinancial year and the financial year next following in the Deposit Repayment ReserveAccount and

b. credit rating from the "CARE LTD." (CREDIT ANALYSIS AND RESEARCH LIMITED).

The particulars related to Unsecured Fixed Deposits u/s 73 covered under Chapter V ofthe Companies Act 2013 as on 31st March 2016 are as under:

(a) Unsecured Fixed Deposits accepted during the year : Rs. 25925000/-
(b) Outstanding Unsecured Fixed
Deposits as on 31st March 2016 : Rs. 17925000/-
(c) Unpaid/ Unclaimed Fixed Deposits as on 31st March 2016 : Nil
(d) There has been any default in repayment of the deposit or payment of interest thereon during the year & if so number of such cases & the total amount involved : Nil

6) DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) DIRECTORS

1. ) Retire by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe rules made thereunder and the Company's Articles of Association Mr. Roshan LalKunawat Director (DIN: 00196938) retire by rotation at the 36th AnnualGeneral Meeting and being eligible has offered himself for re-appointment. The Boardrecommends his re-appointment for consideration by the Members of the Company at the 36thAnnual General Meeting.

2. ) Appointment /Re-appointment of Executive Directors. Pursuant to the recommendationof Nomination and Remuneration Committee

1. Mr. Vinod Kumar Ladia (DIN: 00168257) was appointed as the Executive Chairman andWhole Time Director

2. Mr. Vikas Ladia (DIN: 00256289) was appointed as the Managing Director and ChiefExecutive Officer and

3. Mr. Anubhav Ladia (DIN: 00168312) was re- appointed as the Executive Director

by the Board of Directors in their meeting held on 30th May 2016 for theperiod of three (3) years w.e.f. 1st June 2016 to 31st May 2019subject to the approval of shareholders in 36th Annual General Meeting of theCompany.

# The Board of Directors recommends the above appointment/ reappointment for theconsideration by the members of the Company at the 36th Annual General Meeting.

3.) Independent Directors

In accordance with the provisions of the Companies Act 2013 Independent Directorsare required to be appointed for a term of five consecutive years but shall be eligiblefor re-appointment on passing of Special Resolution by the Company and shall not be liableto retire by rotation. Keeping in view the above provision Mrs. Neelima Khetan wasappointed as a Non-Executive Independent Director not liable to retire by rotation in the35th Annual General Meeting held on 29th September 2015 to holdoffice upto 31st March 2020.

(B) KEY MANAGERIAL PERSONNEL

Due to resignation of Mr. Naval Kishore Soni w.e.f. 15th July 2015 Mr.Vinay Punjawat was appointed as Chief Financial Officer Key Managerial Personnel w.e.f. 8thAugust 2015. Also due to resignation of Mrs. Bhanupriya Mehta Jain w.e.f. 1stOctober 2015 Mr. Manmohan Pareek was appointed as Company Secretary (KM P) cumCompliance Officer w.e.f. 2nd November 2015.

Further Mr. Manmohan Pareek resigned from the post of Company Secretary cum ComplianceOfficer w.e.f. 31st May 2016 and Ms.

Ravina Soni joined as the Company Secretary cum Compliance Officer w.e.f. 1stJune 2016.

As on 31st March 2016 the Key Managerial Personnel of the Company consistsof the following:-

PARTICULARS DESIGNATION
Mr. Vinod Kumar Ladia Chairman Managing Director and Chief Executive Officer
Mr. Vikas Ladia Joint Managing Director Whole Time Director
Mr. Anubhav Ladia Executive Director Whole Time Director
Mr. Vinay Punjawat Chief Financial Officer
Mr. Manmohan Pareek Company Secretary cum Compliance Officer.

7) AUDITORS & AUDITOR'S REPORT

I. Statutory Auditors & Auditor's Report

In the 34th Annual General Meeting of the Company held on 17th September2014 the shareholders approved the appointment of M/s. M.C. Bhandari & Co. CharteredAccountants Jaipur (Firm Registration No. 303002-E) as Statutory Auditors of the Companyto hold the office till the conclusion of 37th Annual General Meeting to beheld in the calendar year 2017.

Further The Company had ratified the appointment of M/s. M.C. Bhandari & CoChartered Accountants Jaipur (Firm Registration No. 303002-E) as Statutory Auditors ofthe Company to conduct audit of the Financial Statements for the year ended on March 312016 in the 35th Annual General Meeting of the Company.

There are no qualifications reservations or adverse remarks made by M/s M .C. Bhandari& Co. Statutory Auditors in their report for the Financial Year ended March 31 2016.The observations made by the Auditors are self explanatory and have been dealt with inIndependent Auditors Report & its annexures forming part of this Annual Report andhence do not require any further clarification. The Statutory Auditors have not reportedany incident of fraud to the Audit Committee of the Company in the year under review.

Their term of appointment expires at the conclusion of 37th Annual GeneralMeeting subject to ratification of their re- appointment by Shareholders at every AnnualGeneral Meeting.

As required under the provisions of Section 139 of the Companies Act 2013 the companyhas obtained a written consent and certificate from the above mentioned Auditors to theeffect that they confirm with the limits specified in the said Section and they had alsogiven their eligibility certificate stating that they are not disqualified for appointmentwithin the meaning of Section 141 of Companies Act 2013.

Therefore being eligible the Board of Directors have offered for the ratification oftheir re- appointment to the Shareholders.

II. Cost Auditors & Cost Audit Report

Pursuant to the orders of the Central Government under Section 148 and all otherapplicable provisions of the Companies Act 2013 read with The Companies (Cost Record andAudit) Rules 2014 (including any statutory modification(s) or re- enactment(s) thereoffor the time being in force) the Board of Directors had appointed M/s. K.G. Goyal &Co Cost Auditor Jaipur (Firm Registration No.000017) for conducting the Audit of costrecords maintained by the Company for the financial year 2015-16 & passed the ordinaryresolution in the 35th AGM of the company for the ratification by shareholdersfor the payment of remuneration to the cost auditors. Your company shall receive the CostAuditors Report for the year 2015-16 within the prescribed time limits.

Further in line with the aforesaid compliance the Board of Directors has appointed M/sK.G. Goyal & Co Cost Auditor Jaipur (Firm Registration No.000017) in their meetingheld on 30th May 2016 for conducting the Audit of cost records maintained bythe Company for the financial year 2016-17. The Remuneration proposed to be paid to themrequires ratification by the shareholders of the Company. In view of this yourratification for payment of remuneration for the year 2016-17 to the Cost Auditors isbeing sought at the 36th Annual General Meeting.

III. Secretarial Auditor and Secretarial Audit Report

Pursuant to provision of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re- enactment(s) thereof for the time being in force) theBoard of Directors had appointed M/s. V.M. & Associates Company Secretaries Jaipur(FRN : P1984RJ039200) to conduct Secretarial Audit for the financial year 2015-16.

The Secretarial Audit Report for the financial year ended March 31 2016 is annexedherewith marked as Annexure-1 to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

Further in line with the aforesaid compliance the Board of Directors has re-appointedM/s V. M. & Associates Company Secretaries Jaipur (FRN : P1984RJ039200) in itsmeeting held on 30th May 2016 for conducting Secretarial Audit for thefinancial year 2016-17.

IV. Internal Auditor and Internal Audit Report

Pursuant to the provisions of Section 138 of the Companies Act 2013 & the rulesmade thereunder (including any statutory modification(s) or re- enactment(s) thereof forthe time being in force) the Board of Directors had appointed M/s K.G. Bhatia & Co.Chartered Accountants (Firm Registration No.010370C) Udaipur as Internal Auditor toconduct Internal Audit for the financial year 2015-16.

The Internal Audit Report is received quarterly by the Company and the same is reviewedand approved by the Audit Committee and Board of Directors for every quarter. Thequarterly Internal Audit Reports received for the year 2015-16 does not contain anyqualification reservation or adverse remark.

Further in line with the aforesaid compliance the Board of Directors has re-appointedM/s K.G. Bhatia & Co. Chartered Accountants (Firm Registration No.010370C) Udaipurin its meeting held on 30th May 2016 for conducting Internal Audit for the financial year2016-17.

8) EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 containing details as on the financial yearended 31st March 2016 as required under Section 92(3) of the Companies Act2013 read with The Companies (Management and Administration) Rules 2014 is annexedherewith as Annexure- 2 which forms part of this report.

9) MEETINGS OF THE BOARD

The Board of Directors met four times during the year on 22.05.2015 08.08.201502.11.2015 & 11.02.2016. Frequency and quorum at these meetings were in conformitywith the provisions of the Companies Act 2013 and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and the listing agreements entered into by the company with the StockExchanges. The intervening gap between any two meetings was within the period prescribedby the Companies Act 2013 and the Listing Regulations. For further details please referreport on Corporate Governance of this Annual Report.

10) AUDIT COMMITTEE

The Audit Committee's composition meets with the requirement of Section 177 of theCompanies Act 2013 and Regulation 18 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") Members of the Audit Committee possesses financial /accountingexpertise / exposure. As on March 31 2016 the Audit Committee comprises of 6 Directors :

1. Mr. Raj Singh Nirwan

2. Mr. Vinod Kumar Ladia

3. Mr. Sunil Goyal

4. Mr. Roshan Lal Kunawat

5. Mr. Narendra Nath Agrawala and

6. Mr. Susheel Jain (inducted as a new member in the Board Meeting held on 2ndNovember 2015)

5 out of 6 members in the Audit Committee are Non Executive Directors. Mr. Raj SinghNirwan is the Chairman of the Committee. Further during the year the Board has acceptedall the recommendations made by the Audit Committee from time to time in compliance ofCompanies Act 2013 & Listing Regulations.

11) DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors (including thenew appointments) of the Company confirming that they meet the criteria of independence asprescribed both under sub-section (6) of Section 149 of the Companies Act 2013 andRegulation 16 (b) of Listing Regulations.

12) CONTRACTS & ARRANGEMENTS WITH THE RELATED PARTY

All Contracts/ arrangements/ transactions that were entered by the Company during theFinancial Year are done on Arm's length basis. Disclosure of particulars ofcontract/arrangements entered into by the company with Related Parties referred to insub-section (1) of section 188 of the Companies Act 2013 are attached herewith asAnnexure- 3 which forms part of this report. The policy on related party transaction isavailable on the website of the company at the link http://www.srsl.in/documents/RPT.POLICY.pdf.

13) PARTICULARS OF THE EMPLOYEES / PERSONNEL

Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 a detailed statement isattached as Annexure-4.

Further with respect to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and as amended from time to time the names of the topten employees in terms of remuneration drawn is listed below :

Sl. No. Name and designation of the Employee Remuneration received (Rs.) Nature of employment whether contractual or otherwise. Qualifications and experience of the employee Date of commencem ent of employment The age of such employee The last employment held by such employee before joining the company The %age of equity shares h eld by the employee in the company within the meaning of clause (iii) of sub-rule (2) above Whether any suc h employee is a relative of any director or manager of the Company and if so name of such director or manager.
1 Mr. Suresh Chandra Joshi V.P.(Per.A dm & I.R.) 1066435.00 Contractual M.A (Economies) P.G. Diploma in Labour Law Labour Welfare & Personnel Management Exp.-31 Years 6/18/2015 55 Years RSWM LTD 0 No
2 Mr. P C Sharma Astt. Vice President (Mktg) 959700.00 Contractual B.Com 15/02/2013 56 Years Modern Threads Ltd. 0 No
3 Mr. Govind Bajpai V.P.(Works) 959370.00 Contractual B-Text(Texti'le Technology) Exp.36 Years 5/11/2012 58 Years Ruby Mills Ltd 0 No
4 Mr. J.L. Vyas G.M. (Per.Adm & I.R.) 810838.00 Contractual M.A.(Sociology) L.L.B. DLL Exp.-36 Years 9/1/2015 57 Years SRSL Group 0 No
5 Mr. B.K. Mazumder President (T) 760065.00 Contractual B-Tech In Textile Exp-44 Years 7/16/2015 64 Years SRSL Group 0 No
6 Mr. Santosh Kumar Pareek A.V.P.(T) 703904.00 Contractual B-Text(Texti'le Technology) Exp.34 Years 6/15/2013 56 Years Birla Cotsyn Ltd. 0 No
7. Mr. Arvind Sharma Sr.Manager -Unit-4 651078.00 Contractual B.Tech Exp. 22 years 12/01/2013 47 years Star Global Endura Ltd. 0 No
8 Mr. Vinay Punjawat Chief Financial Officer 617153.00 Contractual MBA(Finance) - 28 yrs 11/7/2015 51 years Indian Steel Corporation Ltd 0 No
9. Mr. R. P. Choudhary DGM (Maint.) 604440.00 Contractual Intermediate 12/12/2012 58 years Kanchan India Ltd. 0 No
10 Mr. Kameshwar Roy Chief Engineer 545174.00 Contractual Polotechnic Diploma in Mechnical 8/1/2011 51 Years SRSL Group 0 No

Further no employee of the company is drawing salary as specified in the Sub-Clause(i) (ii) and (iii) of Sub-Rule 2 of Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 and as amended from time to time.

14) FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors KMPs and the senior officials of theCompany is to be conducted on an annual basis to satisfy the requirements of the CompaniesAct 2013. The Company has devised a Policy for performance evaluation of IndependentDirector Board Committees & other Individual Directors which includes criteria forperformance evaluation of the Board as a whole.

The Company's Nomination & Remuneration policy which includes the Director'sappointment & remuneration and criteria for determining qualifications positiveattributes independence of the Director & other matters is attached as Annexure-5 tothis Report and the same is also available on the website of the Company at the link -

http://www.srsl.in/documents/NOMINATIONAND REMUNERATION POLICY.pdf.

The Board of Directors in their Board Meeting held on 30th May 2016 hasmade a formal annual evaluation of its own performance & that of its Committee andindividual directors.

15) ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with rule 8(3) of TheCompanies (Accounts) Rules 2014 relevant details of energy conservation technologyabsorption and foreign exchange earnings and outgo are attached as Annexure-6 to thisReport.

16) MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The operations of the company are reviewed in detail in the Management Discussions andAnalysis Report (Annexure-7) and forms part of this Report.

17) CORPORATE GOVERNANCE

Your Company is fully compliant with the norms on Corporate Governance laid out in thenotification dated September 2 2015 of the Securities and Exchange Board of Indiaenacting the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") which have replaced theerstwhile Listing Agreement w.e.f. 1st December 2015. All the Directors andthe senior management personnel have affirmed in writing their compliance with andadherence to the Code of Conduct adopted by the Company.

The details of the Code of Conduct are furnished in the Corporate Governance Reportattached as Annexure- 8 to this Report. The Chief Executive Officer has given acertificate of compliance with the Code of Conduct which forms part of Annexure-8 asrequired under Regulation 34 read with Schedule V of Listing Regulations.

18) RISK MANAGEMENT POLICY

The Company operates in conditions where economic environment and social risk areinherent to its businesses. In managing risk it is the Company's practice to takeadvantage of potential opportunities while managing potential adverse effects. TheSecurities and Exchange Board of India (SEBI) under Clause 49 of the former ListingAgreement required that all listed Companies shall lay down the procedure towards riskassessment. It also requires that the company must frame implement and monitor the riskmanagement plan of the Company. To overcome this and as per the requirement of Section134(3)(n) of the Companies Act 2013 read with the rules made thereunder if any andClause 49 of the former listing agreement and Board has framed a very comprehensive RiskManagement Policy to oversee the mitigation plan including identification of element ofrisk for the risk faced by the company which in the opinion of the Board may threatenthe existence of the Company. The objective of the policy is to make an effective riskmanagement system to ensure the long term viability of the company's business operations.The same is reviewed quarterly by Senior Management and Audit Committee of the Company.For a detailed discussion please refer to Corporate Governance Report annexed to thisreport.

19) SOCIAL OBLIGATIONS

Company has generally taken corporate social responsibility initiatives. However thepresent financial position of the company does not mandate the implementation of corporatesocial responsibility activities pursuant to the provisions of Section 135 and ScheduleVII of the Companies Act 2013. The company will constitute CSR Committee develop CSRpolicy and implement the CSR initiatives whenever it is applicable to the Company. It hascontinued its efforts for the betterment and upliftment of the living standards ofScheduled Castes and Scheduled Tribes dwelling in the adjoining areas of Dungarpur byproviding them training and employment. The Company through its Charitable Trust andEducational Society is providing education to the Children of people of Dungarpur atDungarpur Public School. During the year Company has undertaken various social works forthe benefit of local population of Dungarpur.

20) WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company promotes ethical behaviors in all its business activities and has put inplace a mechanism of reporting illegal or unethical behavior. The Company has a whistleblower policy wherein the directors and employees are free to report violations of lawrules regulations or unethical conduct actual or suspected fraud to their immediatesupervisor or provide direct access to the Chairman of the Audit Committee in exceptionalcases or such other persons as may be notified by the Board. The confidentiality of thosereporting violations is maintained and they are not subjected to any discriminatorypractice.

The Whistle Blower Policy of the Company is also available on the website of theCompany at the link http://www.srsl.in/documents/WHISTLE-BLOWER-POLICY.pdf.

During the year no whistle blower event was reported & mechanism is functioningwell. Further no personnel has been denied access to the Audit Committee.

The details of the whistle blower policy/vigil mechanism is given in the CorporateGovernance annexed to this report.

21) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE BY THE COMPANY UNDER SECTION186;

There are no Loans Guarantees or Investments made by the Company under Section 186 ofthe Companies Act 2013.

22) TRANSFER TO RESERVES

Due to inadequacy of profits no amount is proposed to be transferred to the Reservesaccount for the year 2015-16.

23) DIVIDEND

For retention of funds / reserves in the company your directors do not recommend anydividend for the year 2015-16.

24) CAPITAL PROJECTS

Normal Capital Expenditure In all the divisions of the Company provisions have beenmade for capital expenditure of Rs. 50 lacs each unit. These are regular capitalexpenditure which shall be funded from internal accruals of the Company.

25) OTHER COMPLIANCES

> 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 the report: There were no material changesoccurred subsequent to the close of the financial year of the Company to which the balancesheet relates and the date of the report like settlement of tax liabilities operation ofpatent rights depression in market value of investments institution of cases by oragainst the company sale or purchase of capital assets or destruction of any assets etc.

> Details in respect of adequacy of internal financial controls.

For detail discussion with reference to adequacy of internal financial controls pleaserefer to Management Discussions and Analysis Report annexed to this report.

> Disclosure of Accounting Treatment in preparation of Financial Statements.

The Company follows the guidelines of Accounting Standards referred to in Section 133of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014.

> Details of Subsidiary/Joint Ventures/Associate Companies/ & its Performance.

Your company has no Subsidiary/Joint Ventures/Associate Companies.

26) SEXUAL HARASSMENT

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. As requiredunder law an Internal Compliance Committee has been constituted for reporting andconducting inquiry into the complaints made by the victim on the harassments at the workplace.

The following is a summary of Sexual Harassment Complaints received and disposed offduring the year 2015-16

a. Number of Complaints of Sexual Harassment received in the year: NIL

b. Number of Complaints disposed off during the year : NA

c. Number of cases pending for more than ninety days : NIL

d. Number of workshops or awareness programme against Sexual Harassment carried out :THREE

e. Nature of action taken by the SRSL Group : NA

27) DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(5) OF THE COMPANIES ACT2013.

Your Directors hereby confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with explanation proper relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with

the provisions of this Act for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate & were operatingeffectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

28) ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to place on record their gratitude andsincere appreciation for the timely and valuable assistance and support received fromBankers Share Transfer Agents Auditor Customers Suppliers and Regulatory Authorities.The Directors place on record their deep appreciation of the dedication of your company'semployees at all levels & look forward to their continued support in the future aswell. Your Directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board
For Shree Rajasthan Syntex Limj^f/l
Place: New Delhi (VINOD KUMAR LADIA)
Date: 6th August 2016 CHAIRMAN
DIN:00168257