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Raghuvir Synthetics Ltd.

BSE: 514316 Sector: Industrials
NSE: N.A. ISIN Code: INE969C01014
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NSE 05:30 | 01 Jan Raghuvir Synthetics Ltd
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VOLUME 2
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P/E 21.44
Mkt Cap.(Rs cr) 62
Buy Price 161.50
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Sell Price 167.00
Sell Qty 28.00
OPEN 161.00
CLOSE 161.00
VOLUME 2
52-Week high
52-Week low
P/E 21.44
Mkt Cap.(Rs cr) 62
Buy Price 161.50
Buy Qty 2.00
Sell Price 167.00
Sell Qty 28.00

Raghuvir Synthetics Ltd. (RAGHUVIRSYNTH) - Director Report

Company director report

DEAR SHAREHOLDERS

The Directors are pleased to present their 36th Annual report on thebusiness and operations of the Company and the Audited financial accounts for the Yearended 31s1 March 2018.

FINANCIAL RESULTS:

Particulars For the year ended on 31" March 2018 For the year ended on 31 "March 2017
Net Total Income 3854.60 4246.08
Less: Operating and Admin. Exps 3432.25 3946.34
Profit before depreciation and Taxes 422.35 299.74
Less: Depreciation 280.99 206.70
Extraordinary/Exceptional Items 0 0
Profit before Tax (PBT) 141.36 93.04
Less: Taxes (including deferred tax and fringe benefit tax) 81 45.78
Profit after Tax (PAT) 60.36 47.26
Other Comprehensive Income (0.13) (6.38)
Tax 0.039 1.97
Total Comprehensive Income (0.091) (4.41)
Balance Available for appropriation 60.27 42.85
Which the Directors propose to appropriate as under:
(i) Proposed Dividend NIL NIL
(ii) Corporate Dividend Tax NIL NIL
Surplus Carried to Balance Sheet 60.27 42.85
Earnings Per Equity Share Basic Diluted 1.57 1.57 1.22 1.22

Note: Figures of previous year have been regrouped whenever necessary to confirm tocurrent year's presentation.

HIGHLIGHTS OF PERFORMANCE:

The total revenue of the Company has decreased from Rs. 42.46 Crores to Rs. 38.56Crores whereas the profit before tax of the Company has increased from Rs. 93.04 Lakhs toRs. 141.36 Lakhs. Subsequently the net profit after tax has increased to Rs. 60.36 Lakhsas compared to previous year's net profit of Rs. 47.26Lakhs. We remained resolute andrelentless in our quest for strengthening our cost-competiveness better management ofworking capital and operational excellence 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 2018 Your Company has 2 associate Company.

Sr. No Name and address of the company CIN/GLN Holding/ Subsidiary/ Associate Applicable Section
1. Raghuvir Exim Limited Address:- Nr. Gujarat Bottling Rakhial Road Rakhial Ahmedabad Gujarat U51909GJ1992- PLC018496 Associate 2(6)
2. Sagar Textiles Mills Private Limited Address:- Ramkumar Mills Compound Saraspur Ahmedabad- 380018 Gujarat U17119GJ1957- PTC000876 Associate 2(6)

DEPOSITORY SYSTEM:

As members are aware the company's shares are compulsorily tradable in the electronicform. As on March 31 2018 almost 86% of the Company's total paid-up capital representing3332586 shares were in dematerialized form. In view of the numerous advantages offeredby the Depository system members holding shares in physical mode are advised to avail ofthe 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. 10/04/2017 8 8
2. 18/04/2017 8 7
3. 29/05/2017 8 7
4. 31/07/2017 8 6
5. 17/08/2017 8 8
6. 12/09/2017 8 6
7. 20/11/2017 8 6
8. 09/12/2017 8 8
9. 23/12/2017 8 6
10. 29/12/2017 8 7
11. 17/01/2018 8 8
12. 12/02/2018 8 7
13. 03/03/2018 8 6

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:

Sr. No. Name of Directors No. of Meeting Held No. of Meeting Attended
1. Sunil Agrawal 13 13
2. Yash Agarwal 13 8
3. Hardik Agarwal 13 12
4. Anup Agarwal 13 13
5. Samirbhai Sheth 13 11
6. Kamalbhai Patel 13 10
7. Pamitadevi Agarwal 13 10
8. Nishitbhai Joshi 13 13

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act 2013 Mr. Hardik Sunil Agarwal is liableto retire by rotation at forthcoming AGM and being eligible offer himself forre-appointment.

During the Year under review the Board of Directors approved the resignation of Mr.Kirit V. Patel Cheif executive officer w.e.f 30th December 2017.

A brief resume of directors being appointed / reappointed with the nature of theirexpertise 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 director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1 )(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

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 the CompaniesAct 2013 and Rules framed therein circulars and guidelines issued by Central Governmentand 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 for doing therequired evaluation after taking into consideration the input received from the Directorscovering various aspects of the Board's functioning such as adequacy of the composition ofthe Board and its Committees execution and performance of specific duties obligationsand governance etc.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company in a separate meeting held on 1281March 2018 to carry out the evaluation for the financial year 2017-18 and inter aliadiscussed the following:

Reviewed the performance of Non-Independent Directors of the Company and the Board as awhole.

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

Assessed the quality quantity and timelines of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonableperform their duties.

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

AUDITORS:

Statutory Auditors

Pursuant to the Provisions of Section 139 141 142 and other applicable Provisions ifany of the Companies Act 2013 (the Act) and the Rules made thereunder (including anystatutory modification(s) or re-enactment thereof for the time being in force) andpursuant to the resolution passed by the Members at the 35th annual generalmeeting to appoint M/s. Ashok K. Bhatt & Co. Chartered Accountants Ahmedabad [ FirmRegistration No. : 100657W ] as new Statutory Auditor of the Company to hold office for aperiod of 5(Five) till the conclusion of 40th annual general meeting of thecompany (i.e from 2017- 2018 to 2021-2022) the Company hereby ratifies and confirms theappointment of M/s. Ashok K. Bhatt & Co. Chartered Accountants Ahmedabad asStatutory Auditor of the Company for the financial year ending 31st March 2019 at suchremuneration to be decided by and between the Statutory Auditors and the Board ofDirectors of the Company. The ratification of appointment is subject to the approval ofmembers in the ensuing 36th Annual General Meeting of the company.

Your Directors recommend the ratification of appointment of M/s. Ashok K. Bhatt &Co. Chartered Accountants as Statutory Auditors of the Company to hold office from theconclusion of this Annual General Meeting (AGM) till the conclusion of 37th Annual GeneralMeeting of the Company to be held in the calendar year 2019 for the financial year2018-2019.

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 year2017-18 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 financial year ending 31st March2018. The secretarial audit report in form MGT 9 for FY 2017-18 forms part of the AnnualReport as ‘Annexure C' to the Board's report.

DIRECTORS' RESPONSE TO SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report issued by Mr. Amrish N. Gandhi of Amrish Gandhi &Associates Practicing Company Secretaries is self-explanatory however no qualificationsis raised by Secretarial auditor for the Financial year 2017-2018.

Internal Auditor

The Board re-appointed M/s. Anil kumar Sheth & Co. Chartered Accountants ( FirmRegistration Number 100445W ) as Internal Auditor of your company for the financialyear2018- 19 and is hereby eligible for reappointment for the financial year2018-19pursuant to the provisions of the Companies Act2013. The report prepared by theInternal Auditors is to be reviewed by the Statutory Auditors & Audit Committee.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of interna! 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:

Audit Committee comprises of four members and all members are Independent Directors.All transactions with related parties are on an arm's length price. During the year thereare no instances where the Board had not accepted the recommendations of the AuditCommittee. The composition and the functions of the Audit Committee of the Board ofDirectors of the Company is disclosed in the Report on Corporate Governance which isforming a part of this report.

NOMINATION AND REMUNERATION COMMITTEE: Nomination and Remuneration Committeecomprises of four members and all members are Independent Directors. The composition andthe functions of the Nomination and Remuneration 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:

All Related Party Transactions that were entered into during the financial year were onarm's length price and were in the ordinary course of business and are in compliance withapplicable provisions of Companies Act 2018 & SEBI Ail Related Party Transactionswere placed before the Audit Committee of the Board of Directors for their approval.

The company entered in contract with Raghuvir Lifestyle Pvt. Ltd Raghukaushal TextilePvt. Ltd and Raghuvir Exim Limited in this financial year and transactions that wereentered into during the financial year were on arm's length price and were in the ordinarycourse of business. A prior omnibus approval of Audit committee is obtained on yearlybasis for the transactions entered with Related parties as per the contract agreed between

the parties. The transaction entered in pursuant to omnibus approval a statementgiving details of all related party transactions are placed before the Audit Committee fortheir approval on a quarterly basis. The policy on Related Party Transactions as approvedby the Board is available on the Company's website.

As per the provisions of the Companies Act 2013 and Listing Regulation all materialRPTs require 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 [39] to the Standalone Financial Statements forming part of this report.

The disclosure of related party transactions as required Pursuant to clause (h) ofsub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014) in FormAOC 2 is available in Annexure " B"

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 would 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. 6026495/- 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 Annual 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 "AnnexureD" 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 Amrish Gandhi &Associates Practicing Company Secretary regarding compliance of the conditions ofCorporate Governance as stipulated under the Listing Regulation is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Economic Scenario:

Indian textile and apparel trade associations are hopeful of the industry's growth inFY 2018-19 as the Economic Survey 2018 conducted by Ministry of Finance has predicted7-7.5 per cent growth in FY 2018-19 from 6.75% last fiscal. The Economic Survey 2018tabled in the Indian Parliament on January 29 2018 also highlighted that exports will bethe major cause of ‘upside potential' for the country's economy. Additionally thecountry will make a splendid comeback from the struggle of demonetization and Goods andServices Tax (GST).

India's Union Finance minister Arun Jaitley announced that allocation for the textileindustry has been increased from Rs. 6000 crores (in 2016) to Rs. 7148 crores for FY2018-19. The industry stakeholders have thanked the Indian Government on the move made butsaid that the allocated amount falls short of what is needed to take care of the Rebate ofState Levies (RoSL) and Technology Upgradation Fund (TUF) schemes' backlog coupled withthe current year's requirement. The textile industry also welcomed the extension offixed-term employment to all segments (earlier it was only for apparel and made-ups).Additionally paid maternity leave period has been extended from 12 weeks to 26

weeks which will support the women workforce in the sector. The textile industry willbe benefited from the various concessions announced for the SMEs farmers and theincreased budget for the sector however need to see how the allocation takes place.

The Indian textile sector had all the tailwinds the businesses needed over the lasttwo to three years to grow and become more profitable. Right from higher export demand tolower cotton prices to falling interest rates to favourable exchange rates the companieshad everything going in their favour. The industry employs about 40 million workersdirectly and 60 million indirectly. India's targeted textile exports for financial year2017-18 is US$ 45 billion. However this target is likely to be missed by a huge margin.As per the Ministry of Textiles the Indian textile industry contributed about 14% toindustrial production 4% to the country's GDP and 13% to the country's export earnings in2017. According to the Ministry of Textiles the domestic textile and apparel industry inIndia is estimated to reach US$ 223 bn by 2021 from US$ 108 bn in 2015. India enjoys asignificant lead in terms of labour cost per hour over developed countries like US andnewly industrialised economies like Hong Kong Taiwan South Korea and China. Operatingprofit margins of textiles exporters were under pressure on account of lower exportrealisations. A shift in the dynamics of US retail and a reduction in incentives afterthe implementation of the Goods and Services Tax (GST) led to the pricing pressure. InFY18 the textile export sector was undergoing a sea-change. Many brick & mortalretailers in the US have pruned inventories and downsized stores to offset profitabilitypressures caused by the e-tail boom. To cushion the consequent fall in utilisation levelsIndian exporters have been enhancing their share of the business with US e-retailers butat lower realisations.

Industry Review:

India's textiles sector is one of the oldest industries in Indian economy dating backseveral centuries. Even today textiles sector is one of the largest contributors toIndia's exports with approximately 13 per cent of total exports. The textiles industry isalso labour intensive and is one of the largest employers. The textile industry has twobroad segments. First the unorganised sector consists of handloom handicrafts andsericulture which are operated on a small scale and through traditional tools andmethods. The second is the organised sector consisting of spinning apparel and garmentssegment which apply modern machinery and techniques such as economies of scale.

The Indian textiles industry is extremely varied with the hand-spun and hand-woventextiles sectors at one end of the spectrum while the capital intensive sophisticatedmills sector at the other end of the spectrum. The decentralised power looms/ hosiery andknitting sector form the largest component of the textiles sector. The close linkage ofthe textile industry to agriculture (for raw materials such as cotton) and the ancientculture and traditions of the country in terms of textiles make the Indian textiles sectorunique in comparison to the industries of other countries. The Indian textile industry hasthe capacity to produce a wide variety of products suitable to different market segmentsboth within India and across the world.

Textile and apparel exports from India are expected to increase to US$ 82 billion by2021. Manmade garments remain the largest contributor to total textile and apparel exportsfrom India contributing 24.53 per cent to total textile

Rising government focus and favourable policies is leading to growth in the textilesand clothing industry. The Ministry of Textiles is encouraging investments throughincreasing focus on schemes such as Technology Up-gradation Fund Scheme (TUFS). Under theUnion Budget 2018- 19 Rs 2300 (US$ 355.27 million) crore have been allocated for TUFSand Rs 30 crore (US$ 4.63 million) for the Scheme for Integrated Textile Parks underwhich there are 47 ongoing projects. In May 2018 textiles sector recorded investmentsworth Rs 27000 crore (US$ 4.19 billion) since June 2017.The Cabinet Committee on EconomicAffairs (CCEA) Government of India has approved a new skill development scheme named'Scheme for Capacity Building in Textile Sector (SCBTS)'. Cumulative FDI in the Indiantextiles reached US$ 2.93 billion between April 2000 to March 2018.

The Directorate General of Foreign Trade (DGFT) has revised rates for incentives underthe Merchandise Exports from India Scheme (MEIS) for two subsectors of Textiles Industry -Readymade garments and Made ups - from 2 per cent to 4 per cent. The government is alsoplanning to conduct roadshows to promote the country's textiles in non-traditional marketslike South America Russia and select countries in West Asia.

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 internal 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 Annual 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 operation includeeconomic 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 theopinion expressed here are subject to change without notice. The Company undertakes noobligations to publicly update or revise any of the opinions of forward looking statementsexpressed in this report consequent to new information future events or otherwise.Readers are hence cautioned not to place undue reliance on these statements and areadvised to conduct their own investigation and analysis of the information contained orreferred to this statement 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 and stepstaken by the Company to mitigate such risks at regular intervals.

INSURANCE:

The company adopted the Director's and Officer's Liability Insurance Policy andrespectively the Board of Directors of the company are covered under Director's andOfficer's Liability Insurance Policy. The provisions of indemnity to directors as per thesection 197 of the companies Act 2013 stating that the premium paid on insurance policyshall be treated as part of the remuneration of the officers only if such officer is foundguilty.

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 Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. All 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. DIRECTOR'S RESPONSIBILITY STATEMENT:Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:

that in the preparation of the annual financial statements for the year ended March 312018 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgement 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 31st March 2018 and of the profit of the Company for the yearended 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 concern basis.

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

that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

Applicability of IND AS-Indian Accounting Standards

The Ministry of Corporate Affairs (MCA) has notified the Companies (Indian AccountingStandards (IND AS)) Rules 2015 which stipulates the adoption and applicability of !ND ASin a phased manner beginning from the Accounting period 2016-17 and subsequently issuedAmendment Rules 2016 to amend the 2015 rules. Your Company has adopted IND AS with effectfrom 1st April 2017

SEBI has issued a clarification on the applicability of the Indian Accounting Standardsor IND AS for adopting the IND AS on or after 1st April 2016

1. Up to March 31 2017 all of the financial statements filed by them can be underIndian GAAP.

2. Between April 1 2017 and March 31 2018 disclosures in the latest previous threefinancial years will have to be made under the IND AS principles while disclosures for theremaining two financial years may be done under Indian GAAP. However as far asdisclosures for the third latest financial year are concerned suitable restatementadjustments to the accounting heads from their values as on the date of transitionfollowing accounting policies consistent with that used at date of transition to IND AS.

3. Between April 1 2018 and March 31 2019 disclosures in the latest previous threefinancial years will have to be made under the IND AS principles while disclosures for theremaining two financial years may be done under Indian GAAP.

4. Between April 1 2019 and March 31 2020disclosures in the latest previous fourfinancial years will have to be made under the IND AS principles while disclosures for theremaining one financial year may be done under Indian GAAP.

5. On or after April 1 2020 disclosures in all the previous five financial years willhave to be made under the IND AS principles.

Henceforth the financial statements of the company have been prepared in accordancewith Indian Accounting Standards ("Ind AS") notified under the Companies (IndianAccounting Standards) Rules 2015 and Companies (Indian Accounting Standards) AmendmentRules 2016 as applicable. For periods up to and including the year ended March 31 2017the Company prepared its financial statements in accordance with the then applicableAccounting Standards in India (‘previous GAAP'). These are the Company's first Ind ASfinancial statements. The date of transition to Ind AS is April 1 2016. The comparativefigures in the Balance Sheet as at March 31 2017 and April 1 2016 and Statement ofProfit and Loss and Cash Flow Statement for the year ended March 312017 have beenrestated accordingly. Accounting Policies have been consistently applied except wherenewly issued accounting standard is initially adopted or revision to the existingstandards requires a change in the accounting policy hitherto in use. Management evaluatesall recently issued or revised accounting standards on an on-going basis.

Refer Note 43 for the explanations of transition to Ind AS including the details offirst-time adoption exemptions availed by the Company.

KEY MANAGERIAL PERSON:

Mr. Sunil R. Agarwal Chairman & Managing Director (Executive) Mr. Dilip P.Nirmal Chief Financial Officer and Miss Pratika P. Bothra Company Secretary &Compliance officer are the Key Managerial Personnel of the Company as on date.

ENVIRONMENT AND POLLUTION CONTROL:

The Company is well aware of its responsibility towards a better and clean environment.Our efforts in environment management go well 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/WH1STLE BLOWER POLICY: Your Company is committed to higheststandards of ethical moral and legal business conduct. Accordinglythe Board of Directorshave formulated a Whistle Blower Policy which is in compliance with the provisions ofSection 177(10) of the Companies Act 2013 and Regulation 22 of the SEBI (LODR)Regulations 2015. Employees can raise any suspected or actual violations to the Code ofConduct. Specifically employees can raise concerns regarding any discriminationharassment victimization any other unfair practice being adopted against them or anyinstances of fraud by or against your Company. Your Directors state that during the yearunder review there were no cases filed pursuant to the aforesaid Act.

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 "Annexure - E" to this report.

No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2017-18.

CORPORATE ACTIONS IN PROTECTING INTEREST OF SHAREHOLDERS:

Circular to Listed Companies on July 05 2018 informing about amendment to Regulation40 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 vide Gazette notification dated June 8 2018 has mandatedthat transfer of securities would be carried out in dematerialized form only. In order toimplement the aforementioned Amendment in the Regulation your company have taken specialefforts through their RTAs to send letter under Registered/Speed post to the holders ofphysical certificates appraising them about the amendment and sensitise them about theimpact of the regulation on the transfer of shares held by them in physical form w.e.fDecember 5 2018. We have placed aforesaid information on our website www.raahuvir.comintimating the investors about the proposed change and provide appropriate guidance on howto dematerialize their shares.

Refrerring to the SEBI Circular No SEBI/HO/MIRSD/ DOP1/ClR/P/2018/73 dated 20th April2018 & BSE Circular No LIST/COMP/15/2018-19 dated 5* July 2018

by which they have directed all the listed companies to record the PAN Bank accountdetails of all their shareholders and advise them to dematerialise their physicalsecurities. Accordingly your company have taken special efforts through their RTAs to sendletter under Registered/Speed post to the holders of physical certificates advising themto submit particulars of their bank account viz. name and address of the branch of thebank MICR code of the branch type of account and account number and PAN details(including joint holders if any) to our Registrar and Share Transfer Agent LINK INTIMEINDIA PVT. LTD. 506 TO 508 AMARNATH BUSINESS CENTRE - 1 ( ABC-1 ) BESIDE GALA BUSINESSCENTRE NEAR XT. XAVIER'S COLLEGE CORNER OFF C G ROAD NAVRANGPURA AHMEDABAD - 380009quoting their Folio No. or Client ID No. We would also like to register other KYC detailssuch as specimen signature mobile number email id and nomination

APPOINTMENT OF DESIGNATED DEPOSITORY:

1. Reference to SEBI vide Circular No. IMD/FPIC/ CIR/P/2018/61 dated April 5 2018introduced a new system for Monitoring of Foreign Investment limits in listed Indiancompanies and prescribed guidelines w.r.t the necessary infrastructure data to beprovided by listed Indian companies and other related matters.

In compliance with the same your company have appointed CDSL ( CENTRAL DEPOSITORYSERVICES (INDIA) LIMITED ) as designated Depository of the company.

2. Reference to SEBI vide circular dated May 28 2018 had introduced system-drivendisclosures in securities market detailing the procedure to be adopted for itsimplementation with effect from August 1 2018. The disclosures of promoter/promotergroup the CEO and upto two levels below CEO of a company shall be deemed as employees forthe purpose of system-driven disclosures in respect of mentioned Regulations.

a. Disclosures under Regulation 29(1) and 29(2) of SAST Regulations

b. Disclosures under Regulation 7(2) of PIT Regulations

In compliance with the same your company have appointed NSDL ( National SecuritiesDepository Limited ) as designated Depository of the company.

ACKNOWLEDGMENT:

The Directors wish to place 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

received from the bankers vendors and stakeholders including financial institutionsCentral and State Government authorities other business associates who have extendedtheir valuable sustained support and encouragement during the year under review.

BY ORDER OF THE BOARD OF DIRECTORS
FOR RAGHUVIR SYNTHETICS LTD.
DATE: 10/08/2018 SUNIL R. AGARWAL
PLACE: AHMEDABAD CHAIRMAN & MANAGING DIRECTOR
DIN: - 00265303

"ANNEXURE - B"

FORM NO. AOC-2 (FINANCIAL YEAR 2017-2018)

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies

(Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions at arm's length basis:

Sr. No. Names of related party and Nature of relationship Nature of contracts/ arrangements/ transactions Duration Off contracts/ arrange ments/ transa ctions Salient terms of the contracts/ arrangements/ transa ctions Justifi cation for entering into such contracts or arrangements Dates of approval by the Board Amount of contract or arrang- ment (IN RS.) Date of special resolution u/s 188
1 Raghu kaushal Textile Private Ltd. Sales Processing Charges and other Income F.Y 2017- 2018 Transaction limit should not exceed Rs. 5 crores in financial year 2017-2018 The new contract was entered & approved for execution on board meeting held on 10.04.2017 10/04/2017 16772959
2 Raghuvir Lifestyle Pvt Ltd. Sales Processing Charges and other Income F.Y 2017- 2018 Transaction limit should not exceed Rs. 3 crores in financial year 2017-2018 The new contract was entered & approved for execution on board meeting held on 29.05.2017 29/05/2017 912280
3 Raghuvir Exim Ltd. Sales Processing Charges and other Income F.Y 2017- 2018 Transaction limit should not exceed Rs. 75 era re; in financial year 2017-2018 The contract expired on 24.02.2017 henceforth its approved for renewable w.e.f. 25"' February 2017 in board meeting held on 10.04.2017 with the retrose- pective effect 10/04/2017 290657686 30.09.2017
4. Sunil R Agarwal Rent Expense F.Y 2017- 2018 Contract entered on 02.04.2013 29/05/2017 371940
5. Raghuvir Exim Ltd Rent Expense F.Y 2017- 2018 Contract entered on 02.04.2013 29/05/2017 212550
6. Sagar Textiles Mills Pvt Ltd Rent Expense F.Y 2017- 2018 Contract entered on 01.03.2012 29/05/2017 300000
7. Raghuvir Research Foundation Trust Donation F.Y 2017- 2018 Transaction limit should not exceed Rs. 4000000/- in financial year 2017-2018 limit of Rs. 4000000/- in any f.y should not exceed as approved in the general meeting held on 30.09.2016 10/04/2017 2000000 30.09.2016

2. Details of contracts or arrangements or transactions not at arm's length basis:

Sr no. Names of related party and Nature of relationship Nature of contracts/ arrangements/ transactions Duration of contracts /arrangements/ transactions Salient terms of the contracts/arrangements/ transactions including the value if any Dates of approval by the Board Amount paid as advances if any
1 NA NA NA NA NA NA

By order of the Board of Directors

Raghuvir Synthetics Limited

Sunil R. Agrawal

Chairman & Managing Director

DIN: 00265303

ANNEXURE-D TO DIRECTORS' REPORT

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 are set out as under:

A. CONSERVATION OF ENERGY:

The Company endeavors to conserve energy wherever possibie.

Total energy consumption & consumption per unit of production:

Particulars 2017-2018 2016-2017
1. Power and Fuel Consumption :
Purchases Units (KHW ‘000) 4525.92 4278.26
Total Cost (Rs. In Lakhs) 348.66 310.34
Rate per Unit (Rupees) 7.70 7.25
Consumption in Units (Per unit of production) 0.271 0.244
2. Coal and Wooden Dust
Quantity Consumed (M.T) 10433.71 8460.09
Total Cost (Rs. In Lakhs) 690.23 475.99
Rate per M.T. (Rupees) 6615.40 5626.38
Consumption in Kgs. (Per Unit of production) 0.624 0.482
3. Wind Mill (Units) 0 130303
B. TECHNOLOGY ABSORPTION
The Company is not having any technology
Collaboration in its manufacturing operations.
C. FOREIGN EXCHANGE EARNING AND OUT GO:
PARTICULARS 2017-2018 2016-2017
i. Total Foreign Exchange Used (Rs.) 43272658 10327261
ii. Total Foreign Exchange Earned NIL NIL
(on F.O.B basis) (Rs.)

ANNEXURE - E TO DIRECTORS' REPORT PARTICULARS OF EMPLOYEES:-

{Pursuant to rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

1. There is no increase in remuneration of Mr. Sunil R. Agarwal Chairman &Managing Director Mr. Dilip P. Nirmal Chief Financial Officer and Miss Pratika P. BothraCompany Secretary of the company whereas there is decrease remuneration of Mr. Kirit V.Patel Chief Executive officer of the company during the financial year 2017-18 ratio ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the financial year 2017-18 is specified herewith:

Sr. No. Name of Director/KMP Remuneration for FY 2017-18 (In Rs.) % increase in remuneration in FY 2017-18
1. Mr. Sunil Agarwal Chairman & Manaqinq Director 12000000/- NIL
2. Mr. Yash Agarwal Executive Director NIL NA
3. Mr. Hardik Agarwal Executive Director NIL NA
4. Mr. Samir Sheth independent Director NIL NA
5. Mr. Kamal Patel Independent Director NIL NA
6. Mr. Anup Agarwal Independent Director NIL NA
7. Mrs. Pamita Agarwal Director NIL NA
8. Mr. Nishit Joshi Independent Director NIL NA
9. Mr. Dilipkumar Nirmal Chief Financial Offier 598214/- NIL
10. Mr. Kirit V. Patel* Chief Executive officer 1670000/- (35%)
11. Miss Pratika Bothra Company Secretary 264145/- NIL

* Resigned w.e.f 30th December 2017 and the remuneration decreased w.e.f 1s'August 2017. He was assigned the project task for the period from 1st January2017 to 30th June 2017 and thereby he was given incentives along with the grosssalary that leads to increase in his remuneration for that period. After the completion ofproject task in June ended 2017 his remuneration was decreased w.e.f 1slAugust 2017.

2. There were 208 permanent employees on the rolls of Company as on 31stMarch 2018.

3. It is hereby affirmed that the remuneration paid is as per the Remuneration Policyof the Company.