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Shree Rajasthan Syntex Ltd.

BSE: 503837 Sector: Industrials
NSE: SHRERAJSYN ISIN Code: INE796C01011
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OPEN 19.95
CLOSE 20.65
VOLUME 896
52-Week high 21.70
52-Week low 12.33
P/E
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Rajasthan Syntex Ltd. (SHRERAJSYN) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenng the 37 Annual Report on the business andoperaons of the company along with the Audited Financial Statements for the financial yearended on 31 March 2017 and Auditor's Report thereon.

1. FINANCIAL SUMMARY /HIGHLIGHTS

The Company's financial highlights for the financial year ended on

31 March 2017 is summarized below:

(Rs. In Lakhs)
Parculars

Financial Year

2016-17 2015-16
Revenue from operaons 25626 25956
Other Income 253 340
Total Revenue (A) 25879 26296
Expenses :
Cost of Material consumed 16794 16968
Purchase of Stock-in-trade 67 2
Changes in inventories of finished goods
Work in progress and stock-in-trade (1203) (533)
Employees benefit expenses 2994 2831
Finance Costs 1598 1606
Depreciaon and Amorzaon expenses 493 531
Other Expenses 5222 5164
Total Expenses (B) 25965 26569
Pro t / (Loss) before tax (A) - (B) (86) (273)
Less : Tax expense (25) (63)
Net profit / (loss) for the period (61) (210)

2. FINANCIAL PERFORMANCE

During the year under review your Company has shown marginal improvement in itsperformance and was able to handle the various market condions. The sales turnover of thecompany was Rs. 25626 lakhs as compared to Rs. 25956 lakhs of previous year. The Lossbefore tax amounted to Rs. 86 lakhs as compared to Loss before tax of Rs. 273 lakhs inprevious year. There was a loss during the year amounng to Rs. 61 lakhs as compared toloss of Rs. 210 lakhs in previous year. Your Directors & Management along with theenre team is taking all possible acon to ensure that we are able to sustain our financialgrowth and business operaonal developments inspite of all adverse external condiDons &compeon.

3. OPERATIONS

The business operaons of the company during the year under review has been comparaDvelysaDsfactory as compared to previous year. The Company produced 15920 tonnes of yarnvaluing Rs. 26829 Lakhs during the period under review as against

16395 tonnes of yarn valuing Rs. 26489 Lakhs produced during the last year. Theperformance of the Company is analyzed in detail in the Management Discussions andAnalysis Report annexed to this report as Annexure -7.

4. EXPORTS

During the year under review the Company had export of Rs. 3700 Lakhs against exportof Rs. 2463 Lakhs during the previous year. The export constuted 14.43% of the totalturnover of the Company.

The Company has exported its spun yarn mainly in the established markets in EgyptTurkey Algeria USA Belgium & Morocco. The Company plans to further increase itsexports to the exisng markets and also tap potenal export markets for which emphasis isbeing made on new and beNer quality products.

5. DIVIDEND

Due to inadequate profit during the year your directors did not

recommend any dividend for the financial year 2016-17.

6. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the

nancial year 2016-17.

7. FIXED DEPOSITS

Your Company has accepted Unsecured Fixed Deposits from its members during thefinancial year ended 31 March 2017 under Secon 73 of the Companies Act 2013. The companyhas issued DPT-1 circular or circular in the form of adversement inving deposits from themembers only by passing Special Resoluon in its 35 Annual General Meeng (AGM) held on 29September 2015 in compliance with the provisions of Secon 73 of the Companies Act 2013read with rules 4(1) & 4(2) of The Companies (Acceptance of Deposits) Rules 2014 asamended.

Further in order to accept the Unsecured Fixed Deposits for the financial year 2017-18from the members of the company your company have taken all the required steps pursuantto compliance of Secon 73 of the Companies Act 2013 including -:

a. deposing 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 rang from the "CARE LTD." (CREDIT ANALYSIS AND

RESEARCH LIMITED)

The parDculars related to Unsecured Fixed Deposits u/s 73 covered under Chapter V ofthe Companies Act 2013 as on 31 March 2017 are as under:

(a) Unsecured Fixed Deposits accepted
during the year : Rs. 87526000
(b) Outstanding Unsecured Fixed
Deposits as on 31 March 2017 : Rs. 58900000

 

(c) Unpaid/ Unclaimed Fixed Deposits
as on 31 March 2017 : 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

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

MADE BY THE COMPANY UNDER SECTION 186

Parculars of Loans guarantees or investments covered under Secon 186 of the CompaniesAct 2013 along with the purpose for which the loan or guarantee or security is proposedto be ulized by the recipient of the loan or guarantee or security are provided in Notesto the Financial Statements. Please refer note 1415 and 19 to the Financial Statement.

9. CHANGE IN SHARE CAPITAL

During the financial year 2016-17 the Company has raised its paid up capital by issueof 1300000 converble share warrants to promoter & promoter group on preferenalbasis. The Board of Directors and shareholders in their meeng held on 6 August 2016 and26 September 2016 respecvely approved such issue. Subsequently as per the opon ofconversion exercised by the alloees the Board of Directors in their meeng held on 10February 2017 had alloed 650000 equity shares. Accordingly the paid up capitalincreased from Rs. 124023010 to Rs. 130523010 as on 31 March 2017. Also theseshares are listed on the BSE Ltd.

Further the Company also issued 370000 11% Cumulave Preference Shares on preferenalbasis. The Board of Directors and shareholders in their meeng held on 6 August 2016 and26 September 2016 respecvely approved such issue.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL (A) Directors 1. Chairman of the Company

Mr. Vinod Kumar Ladia is Execuve Chairman and Whole Time

Director of the Company as on 31 March 2017.

2. Appointments / Re-appointment of the Director

During the year under review -

1. Mr. Vinod Kumar Ladia (DIN: 00168257) was appointed as the Execuve Chairman andWhole Time Director 2. Mr. Vikas Ladia (DIN: 00256289) was appointed as the ManagingDirector and Chief Execuve Officer and 3. Mr. Anubhav Ladia (DIN: 00168312) wasre-appointed as the Execuve Director Whole Time Director

by the Board of Directors in their meeng held on 30 May 2016 for a period of three (3)years w.e.f. 1 June 2016 to 31 May 2019 and subsequently their appointments /re-appointment were approved by the shareholders in 36 AGM of the Company held on 26September 2016.

3. Rere by Rotaon

In accordance with the provisions of Secon 152 of the Companies Act 2013 read with therules made thereunder & the Company's Arcles of Associaon Mr. Anubhav Ladia (DIN:00168312) being eligible as a director liable to rere by rotaon has o ered himself forre-appointment at the 37 AGM.

The Board recommends his re-appointment for consideraon by

the Members of the Company at the 37 AGM.

(B) Key Managerial Personnel

Mr. Manmohan Pareek resigned from the post of Company

Secretary cum Compliance Officer w.e.f. 31 May 2016.

The Board of Directors in their meeng held on 30 May 2016 has approved the appointmentof Ms. Ravina Soni as the Company Secretary cum Compliance Officer of the company w.e.f. 1June 2016.

As on 31 March 2017 the Key Managerial Personnel of the

Company consists of following-

NAME OF THE PERSONNEL DESIGNATION
Mr. Vinod Kumar Ladia Execuve Chairman and
Whole Time Director
Mr. Vikas Ladia Managing Director and Chief
Execuve Officer
Mr. Anubhav Ladia Execuve Director Whole
Time Director
Ms. Ravina Soni Company Secretary cum
Compliance Officer
Mr. Vinay Punjawat Chief Financial Officer

11. MEETINGS OF THE BOARD

The Board of Directors met five mes during the financial year 2016-17 i.e. on 30 May2016 6 August 2016 10 October 2016 14 November 2016 & 10 February 2017.Frequency and quorum at these meengs were in conformity with the provisions of theCompanies Act 2013 Securies and Exchange Board of India (LisDng ObligaDons andDisclosure Requirements) Regulaons 2015 ("Lisng Regulaons") and SecretarialStandards issued by The InsDtute of Company Secretaries of India ("SecretarialStandards"). The intervening gap between any two meengs was within the periodprescribed by the Companies Act 2013 Lisng Regulaons and Secretarial Standards. Forfurther details please refer report on Corporate Governance annexed to this reportas Annexure -8.

12. COMMITTEE OF BOARD OF DIRECTORS

As on 31 March 2017 the Board has 4 Commiees namely the Audit Commiee the Nominaonand Remuneraon Commiee the Stakeholders Relaonship Commiee and the Sub-Commiee. Adetailed note on the ComposiDon of the Board and its Commiees and other relevant detailsis provided in the report on Corporate Governance annexed to this report asAnnexure -8.

13. FORMAL ANNUAL EVALUATION

The evaluaon / assessment of the Directors and KMPs of the Company is to be conductedon an annual basis to sasfy the requirements of the Companies Act 2013 and LisngRegulaons. The Company has devised a Policy for performance evaluaon of IndependentDirectors Board Commiees & other Individual Directors which includes criteria forperformance evaluaon of the Board as a whole. The said criteria provide certain parameterslike ANendance Availability Time spent Preparedness AcDve parcipaon Analysis Objecvediscussions Probing & tesng assumpDons Industry & Business knowledge FuncDonalexperse Corporate Governance Development of Strategy & Long Term Plans Inputs instrength area Director's obligaon and discharge of responsibilies Quality and value ofcontribuons and Relaonship with other Board Members etc. which is in compliance withapplicable laws regulaons and guidelines. The Company's NominaDon and RemuneraDon policywhich includes Director's appointment and remuneraon & criteria for determining qualicaons posive aributes independence of Director & other maNers is annexed to thisreport as Annexure-5 & the same is also available on the website ofCompany at hp://www.srsl.in/documents/NOMINATION_AND_REMUNER ATION_POLICY.pdf During theyear under review a separate mechanism was carried out for formal annual evaluaon of itsown performance & that of its Commiee and individual directors including the Chairmanof the Board on parameters as menoned above. Performance evaluaon of IndependentDirectors was carried out by the enre Board. Performance evaluaDon of the Chairman and nonindependent directors was also carried out in the Meeng of Independent Directorsseparately.

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

New Independent Directors inducted into the Board are being familiarized with thebusiness environment and overall operaons of the Company through orientaon session. Thedetails of the training programme are provided in the report on Corporate Governanceannexed to this report as Annexure -8. Further at me of appointment of theIndependent Director the Company issues a formal leNer of appointment outlining his / herrole funcon dues and responsibilies which are made available at the website of theCompany at www.srsl.in also.

15. AUDITORS & AUDIT REPORTS

I. Statutory Auditors & Audit Report

The Audit Report on the Financial Statements for the financial year ended on 31 March2017 issued by M/s. M .C. Bhandari & Co. Statutory Auditors do not contain anyquali caons reservaons or adverse remarks. The observaons made by the Auditors are selfexplanatory and have been dealt with in Independent Audit Report. The Audit Report isenclosed with the financial statements in this Annual Report and hence do not require anyfurther clari caDon. The Statutory Auditors have not reported any incident of fraud to theAudit Commiee of the Company in the year under review. M/s. M.C. Bhandari & Co.Chartered Accountants (Firm Registraon No. 303002E) Jaipur the statutory auditors of theCompany hold o ce ll the conclusion of the 37 AGM of the Company. Under secon 139 of theCompanies Act 2013 and the rules made thereunder it is mandatory to rotate the auditorson compleon of the maximum term permied under the said secon. The Board has recommendedthe appointment of M/s. Doogar & Associates Chartered Accountants (Firm RegistraonNo. 000561N) New Delhi as the statutory auditors of the Company in their place for aterm of five consecuve years from the conclusion of the 37 AGM of the Company scheduledto be held in the year 2017 ll the conclusion of the 42 AGM to be held in the year 2022for approval of shareholders of the Company based on the recommendaon of the AuditCommiee.

As required under the provisions of Secon 139 of the Companies Act 2013 the companyhas obtained a wrien consent and cer cate from the above menoned Auditor to the the ectthat they con rm with the limits specified in the said Secon and they had also given theireligibility cer cate stang that they are not disquali ed for appointment within themeaning of Secon 141 of Companies Act 2013.

The Board of Directors recommends the appointment of M/s. Doogar & AssociatesChartered Accountants (Firm Registraon No. 000561N) New Delhi as Statutory Auditors ofthe Company for the term of 5 years subject to the yearly ra caon of such appointment byshareholders at the Annual General Meengs.

II. Cost Auditors & Cost Audit Report

Pursuant to the provisions of Secon 148 of the Companies Act 2013 read with TheCompanies (Audit and Auditors) Rules 2014 as amended the Board of Directors hadappointed M/s. K.G. Goyal & Co. Cost Accountants Jaipur (Firm Registraon No.-000017)as "Cost Auditor" for conducng the Audit of cost records maintained by theCompany for the financial year 2016-17 & passed the ordinary resoluon in the 36 AGM ofthe Company for the ra caon of the remuneraon of the Cost Auditor by the shareholders. TheCost Audit Report for the financial year ended on 31 March 2017 shall be received by theCompany within the

prescribed me limit.

In line with aforesaid Secon the Board of Directors has approved the re-appointment ofM/s. K.G. Goyal & Co. Cost Accountants Jaipur (Firm Registraon No.-000017) as"Cost Auditor" in their meeng held on 30 May 2017 for conducng the Audit ofcost records maintained by the Company for the financial year 2017-18. The RemuneraDonproposed to be paid to them requires ra caon by the shareholders of the Company in theensuing AGM. In view of this the Board of Directors recommends a revision in theremuneraon from Rs. 65000/- to Rs. 70000/- of the Cost Auditor to be ra ed by theshareholder at the 37 AGM.

III. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Secon 204 of the Companies Act 2013 read with TheCompanies (Appointment and Remuneraon of Managerial Personnel) Rules 2014 as amendedthe Board of Directors had approved the appointment of M/s. V.M. & Associates CompanySecretaries Jaipur (Firm Registraon No.-P1984RJ039200) as "Secretarial Auditor"for conducDng Secretarial Audit for the financial year 2016-17. The Secretarial AuditReport for the financial year 2016-17 in form MR-3 does not contain any quali caonreservaon or adverse remark and is annexed to this report as Annexure -1.

In line with aforesaid Secon the Board of Directors has approved the re-appointment ofM/s. V.M. & Associates Company Secretaries Jaipur (Firm RegistraonNo.-P1984RJ039200) as "Secretarial Auditor" for conducng Secretarial Audit forthe financial year 2017-18.

IV. Internal Auditor and Internal Audit Report

Pursuant to the provisions of Secon 138 of the Companies Act 2013 read with the rulesmade thereunder as amended the Board of Directors had approved the appointment of M/sK.G. Bhaa & Co. Chartered Accountants Udaipur (Firm Registraon No.-010370C) as"Internal Auditor"of the company for conducng Internal Audit for the financialyear 2016-17. The Internal Audit Reports were received quarterly by the Company and thesame were reviewed by the Audit Commiee and Board of Directors for each quarter. Theobservaons if any menoned in the quarterly Internal Audit Reports received for thefinancial year 2016-17 were duly looked into by the Management from me to me.

In line with aforesaid Secon the Board of Directors has approved the re-appointment ofM/s. K.G. BhaDa & Co. Chartered Accountants Udaipur (Firm RegistraDon No.-010370C)as "Internal Auditor"of the company for conducng Internal Audit for thefinancial year 2017-18.

16. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaraon from all the Independent

Directors of the Company con rming that they meet the criteria of independence asprescribed both under sub-secon (6) of Secon 149 of the Companies Act 2013 and Regulaon16 (b) of Lisng Regulaons.

17. RISK MANAGEMENT POLICY

The Company operates in condiDons where economic environment and social risk areinherent to its businesses. In managing risk it is the Company's pracce to take advantageof potenal opportunies while managing potenal adverse the ects. Pursuant to the provisionsof RegulaDon 17 of the LisDng Regulaons the Board of Directors must frame implement andmonitor the risk management plan of the Company. In line with Lisng Regulaons and as perthe requirement of Secon 134(3)(n) of the Companies Act 2013 read with the rules madethereunder as amended Board has already framed a comprehensive Risk Management Policy tooversee the miDgaon plan including iden caon of element of risk for the risk faced by thecompany which in the opinion of the Board may threaten the existence of the Company. Theobject of the policy is to make an the ecve risk management system to ensure the long termviability of the company's business operaons. The same was reviewed quarterly by AuditCommiee of the Company. For a detailed discussion please refer to report on CorporateGovernance annexed to this report as Annexure -8.

18. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company promotes ethical behaviour in all its business acvies and has put in placea mechanism of reporng illegal or unethical behaviour. The Company has a whistle blowerpolicy wherein the directors and employees are free to report violaons of law rulesregulaons or unethical conduct actual or suspected fraud to their immediate supervisor orprovide direct access to the Chairman of the Audit Commiee in exceponal cases or suchother persons as may be no ed by the Board. The con denality of those reporng violaons ismaintained and they are not subjected to any discriminatory pracce. The Whistle BlowerPolicy of the Company is also available on the website of the Company athp://www.srsl.in/documents/WHISTLE-BLOWER-POLICY.pdf. During the year no whistle blowerevent was reported & mechanism is funconing well. Further no personnel has beendenied access to the Audit Commiee. The details of the whistle blower policy/vigilmechanism is given in the report on Corporate Governance annexed to this report as Annexure-8.

19. SEXUAL HARASSMENT

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevenon prohibion and redressal of sexual harassment at workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PrevenonProhibion and Redressal) Act 2013 and the Rules made thereunder. As required under lawInternal Compliance Commiee has been constuted for reporng and conducng inquiry into thecomplaints made by the vicm on the harassmentat the work place.

The following is a summary of Sexual Harassment Complaints received and disposed oduring the financial year 2016-17-: a. Number of Complaints pending at the beginning ofthe year :

NIL b. Number of Complaints of Sexual Harassment received during the year : NIL c.Number of Complaints disposed o during the year : NA d. Number of cases pending formore than ninety days : NIL e. Number of workshops or awareness programme againstSexual Harassment carried out : FOUR f. Nature of acon taken by the SRSL Group : NAg. Number of Complaints pending at the end of the year : NIL 20. SOCIAL OBLIGATIONS

Company has generally taken corporate social responsibility iniaves. However thepresent financial posion of the company does not mandate the implementaDon of corporatesocial responsibility acvies pursuant to the provisions of Secon 135 and Schedule VII ofthe Companies Act 2013. It has connued its the orts for the beNerment and upliment of theliving standards of Scheduled Castes and Scheduled Tribes dwelling in the adjoining areasof Dungarpur by providing them training and employment. The Company through its CharitableTrust and Educaonal Society is providing educaon to the Children of people of Dungarpur atDungarpur Public School. During the year Company has undertaken various social works forthe benefit of local populaon of Dungarpur.

Our Company owing to its social responsibility has during the year installed RO Waterplant having capacity of 500 Litres per hour each in two villages i.e. Surpur village& Patapur village thereby invesng an amount of Rs. 1050845/- which resulted intoprovision of clean drinking water for the villagers residing therein.

21. CAPITAL PROJECTS

For normal Capital Expenditure in all the divisions of the Company provisions havebeen made for capital expenditure of Rs. 50 Lacs each unit. These are regular capitalexpenditure which shall be funded from internal accruals of the Company.

22. PARTICULARS OF THE EMPLOYEES

Pursuant to Secon 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and RemuneraDon of Managerial Personnel) Rules 2014 a detailed statement isannexed to this report as Annexure-4.

Further with respect to Rule 5(2) of the Companies (Appointment and Remuneraon ofManagerial Personnel ) Rules 2014 and as

amended from me to me the names of the top ten employees in terms of remuneraon drawnis listed below :

Sl. No Name of the Employee Designaon of the Employee Remuneraon received (Rs.) Nature of employment whether contractual or otherwise Quali caons and experience of the employee Date of Commencement of employment The age of such empl oyees (years) The last employme nt held by such employee before joining the company The %age of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) above Whether any such employee is a relave of any director or manager of the Company and if so name of such director or manager
1 Mr. Suresh Vice 1330579 Contractual M.A. 18/06/2015 56 RSWM 0 No
Chandra President (Economics). Ltd.
Joshi (PA & IR) P.G. Diploma in
Labour Law
Labour
Welfare & Personnel Management
Exp.-31 years
2 Mr. Bimal President 1296300 Contractual B. Tech in 16/07/2015 65 - 0 No
Kan (Technical) Texle
Mazumdar
Exp.-44 years
3 Mr. S. L. Sr. Vice 1232341 Contractual B-Tech In 11/01/2016 68 RSWM 0 No
Tundwal President Texle Ltd.
(Technical)
Exp.-44 years
4 Mr. Govind Vice 1008272 Contractual B. Tech. 11/05/2012 59 Ruby Mills 0 No
Bajpai President (Texle Technology) Ltd.
(Works)
Exp.36 years

 

5 Mr. J L Vyas G.M. 793423 Contractual M.A. 01/09/2015 58 Modern 0 No
(PA & IR) (Sociology) L.L.B. Terry
Diploma in Towels
Labour Law Ltd.
Exp. 36 years
6 Mr. Vinay Punjawat Chief Financial Officer 791170 Contractual MBA (Finance) 11/07/2015 52 Indian 0 No
Steel
Corporaon
Exp.- 25 years
Ltd.
7 Mr. Manish Sr. Manager 729717 Contractual B. Tech. 01/10/2015 32 Rajasthan 0 No
Mangla Markeng (Texle Spinning &
Technology) Weaving
Mills
Exp. 11 years (Bhilwara)
8 Mr. Chief 664165 Contractual Polytechnic 01/08/2011 52 Punsumi 0 No
Kamleshwar Engineer Diploma in India Ltd.
Roy Mechanical Bhiwadi
Exp.- 30 years
9 Mr. Arvind Manager - 657523 Contractual B. Tech. 01/12/2013 48 Star Global 0 No
Sharma Unit 4 Endura
Exp.- 22 years Ltd.
10 Mr. Raj As. Vice 657305 Contractual M.A. & P.G. 22/01/1990 54 Shree 0 No
Kumar President Diploma in Rajasthan
Mahasani (Markeng) Sales & Syntex
Markeng Ltd.
Exp.- 28 years

23. ENERGY CONSERVATION TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Secon 134 (3)(m) of the Companies Act 2013 read with rule 8(3) of TheCompanies (Accounts) Rules 2014 relevant details of energy conservaon technologyabsorpon and foreign exchange earnings and outgo are annexed to this report as

Annexure-6.

24. CONTRACT &ARRANGEMENTS WITH THE RELATED PARTY

All Contracts/ arrangements/ transacons that were entered by the Company during theFinancial Year 2016-17 are done on Arm's length basis.

Disclosure of parculars of contract/arrangements entered into by the company withRelated Pares referred to in sub-secon (1) of secon 188 of the Companies Act 2013 areannexed to this report as Annexure-3. The policy on related party transaconis available on the website of the company at the link

hp://www.srsl.in/documents/RPT-POLICY.pdf

25. EXTRACT OF ANNUAL REPORT

Extract of Annual Return in Form MGT-9 as on the financial year ended on 31 March 2017as required under Secon 92(3) of the Companies Act 2013 read with The Companies(Management and AdministraDon) Rules 2014 is annexed to this report as Annexure -2.

26. CORPORATE GOVERNANCE

Your Company is compliant with the norms on Corporate

Governance laid out in the SEBI no caon dated September 2

2015 enacng the Securies and Exchange Board of India (Lisng ObligaDons and DisclosureRequirements) RegulaDons 2015 ("Lisng Regulaons") which have replaced theerstwhile Lisng Agreement w.e.f. 1 December 2015. Our report on Corporate Governancefor 2016-17 is annexed to this report as Annexure -8.

Further Compliance Cer cate taken from M/s. M.C. Bhandari & Co StatutoryAuditors Jaipur regarding compliance of condions of Corporate Governance is annexed tothis report as Annexure -9.

All the Directors Key Managerial Personnel and Senior Management Personnel have a rmedin wring their compliance with and adherence to the Code of Conduct adopted by theCompany.

The Chief Execuve Officer has given a declaraon of compliance with the Code of Conductwhich is included in Annexure-8 as required under Regulaon 34 read withSchedule V of Lisng Regulaons.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The operaons of the company are reviewed in detail in the Management Discussion andAnalysis Report which is annexed to this report as Annexure -7.

28. OTHER COMPLIANCES

28.1 Material changes and commitments if any a ecng the financial posion 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 materialchanges occurred subsequent to the close of the financial year of the Company to which thebalance sheet relates and the date of the report which can a ect the financial posion ofthe company.

28.2 Details in respect of adequacy of internal financial controls :

For detailed discussion with reference to adequacy of internal financial controlsplease refer to Management Discussion and Analysis Report annexed to this report asAnnexure -7.

28.3 Disclosure of Accounng Treatment in preparaon of Financial Statements : TheCompany follows the guidelines of Accounng Standards referred to in Secon 133 of theCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 (includingany statutory modi caon(s) amendment(s) or re-enactment(s) thereof for the me being inforce).

28.4 Details of Subsidiary/Joint Ventures/Associate Companies/ & its Performance :Your company has no Subsidiary/Joint Ventures/Associate Companies.

29. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO

SECTION 134(5) OF THE COMPANIES ACT 2013

Your Directors hereby con rm that:

a) in the preparaon of the annual accounts the applicable accounDng standards had beenfollowed along with proper explanaon relang to material departures;

b) the Directors have selected such accounng policies and applied them consistently andmade judgments and esmates that are reasonable and prudent so as to give a true and fairview of the state of a airs of the company at the end of the financial year and of theprofit and loss of the company for that period;

c) the Directors had taken proper and su cient care for the

maintenance of adequate accounng records in accordance with the provisions of this Actfor safeguarding the assets of the company and for prevenng and detecDng fraud and otherirregularies;

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 operang theecvely; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operang the ecvely.

30. ACKNOWLEDGMENT

Your Directors wish to take this opportunity to place on record their gratude andsincere appreciaon for the mely and valuable assistance and support received from BankersShare Transfer Agent Auditors Customers Suppliers and Regulatory Authories.

The Directors place on record their deep appreciaon of the dedicaon of your Company'semployees at all levels and look forward to their connued support in the future as well.Your Directors are thankful to the shareholders for their connued patronage.

By Order of the Board of Directors
For Shree Rajasthan Syntex Limited
VIKAS LADIA ANUBHAV LADIA
(Managing Director and (Execuve Director)
Chief Execuve Officer) DIN: 00168312
DIN: 00256289
Place: New Delhi
th
Date: 5 August 2017