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Reliance Chemotex Industries Ltd.

BSE: 503162 Sector: Industrials
NSE: N.A. ISIN Code: INE750D01016
BSE 00:00 | 21 May 73.25 -3.65
(-4.75%)
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NSE 05:30 | 01 Jan Reliance Chemotex Industries Ltd
OPEN 74.10
PREVIOUS CLOSE 76.90
VOLUME 1690
52-Week high 106.50
52-Week low 57.00
P/E 7.17
Mkt Cap.(Rs cr) 29
Buy Price 72.30
Buy Qty 20.00
Sell Price 73.90
Sell Qty 50.00
OPEN 74.10
CLOSE 76.90
VOLUME 1690
52-Week high 106.50
52-Week low 57.00
P/E 7.17
Mkt Cap.(Rs cr) 29
Buy Price 72.30
Buy Qty 20.00
Sell Price 73.90
Sell Qty 50.00

Reliance Chemotex Industries Ltd. (RELCHEMOTEX) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 40thAnnual Report on the affairsof the Company along with the Audited Financial Statements for the financial year ended on31st March 2018.

FINANCIAL HIGHLIGHTS

The Company's Financial Performance for the year ended 31st March 2018 issummarized below:

(Rs. in Lakh)
Particular FINANCIAL YEAR FINANCIAL YEAR
2017-2018 2016-2017
Revenue from operation including other income 28685.78 29898.68
Earning Before Deprecation Interest and Tax (EBIDTA) 2058.76 2604.49
Less : Depreciation 739.35 736.26
Less : Finance Cost 1237.94 1389.23
1977.29 2125.49
Profit Before Tax 81.48 479.00
Tax Expenses (178.29) (169.00)
Profit After Tax 259.77 648.00
Other Comprehensive Income 21.15 (3.880
PAT after Other Comprehensive Income 280.92 644.12
Earning Per Shares Basic & Diluted 6.53 16.29

INDUSTRIAL STRUCTURE AND DEVELOPMENTS Global Economy

According to the Work Bank Report the global economy is experiencing a revival. Globaleconomic growth was 3.7% in 2017 up from 3.1% in 2016. Furthermore this growth wasbroad-cased with most economies around the word registering increased growth.

USA

Growth in the world's largest economy has remained strong in the year under review. TheUS has registered growth of 2.3% in 2017 compared with 1.6% in 2016. Furthermoreaccording to IMF forecasts the US economy is expected to strengthen further with growthin 2018 projected to be 2.9% in 2018 and 2.7% in 2019 on the back of increased governmentspending significant tax cuts and a growth in private consumption.

Europe

As per the International Monetary Fund (IMF) the European Union (EU) has enjoyedstrong growth in 2017 on the back of healthy economic activity across the EU. In 2017 theEU registered growth of 2.8% compared to 1.6% in 2016. Furthermore the IMF has estimatedgrowth to be a strong 2.6% in 2018.

India

India has experience a brief economic slowdown in the year under review. Afterregistering strong GDP growth of over 7% for 3 successive years until FY 16-17 theIndia's GDP slowed to 6.7% in FY 17-18. This can largely be attributed to the lingeringimpact of demonetization and the temporary disruptions caused by the i mp l e me n tati onof t he historic Goods and Services Tax (GST).

The year under review has witnessed a number of structural reforms in addition to GST:the resolution of the problems associated with non-performing assets in the bankingsector the recapitalization of national banks the privatization of coal mines theemphasis on robust infrastructure development and the improvement in the country'sEase-of-Doing-Business ranking are all expected to provide great impetus to the Indianeconomy.

The Textile Industry in India

India is the second largest exporter of textiles in the world. The textile sectoraccounts for 10% of India's industrial production and contributes 2% to the county's GDP.The Indian Textile Industry is currently estimated at USD 120 billion and is expected togrow to USD 230 billion by 2020 according to IBEF. Textiles exports in FY 18 stood at USD37.7 billion while the export of synthetic yarns fabrics and made-ups grew by 2% to 4.8billion.

Furthermore the technical textile industry in India is estimated at USD 18 billions inFY 18 and is estimated to grow at a CAGR of 13% in the next 5 years. This is expected tobe a key growth market in the coming years.

India enjoys an enviable global advantage due to abundant supply of raw materialsheavy investment in world-class manufacturing continuous innovation strategic marketexpansion and a focus on quality.

OPERATIONS

India has moved to the GST Regime from 1st July 2017 wherein several taxeswere subsumed by GST. The one-time implementation of the GST has led to a downturn infirst half of the financial year; however we have seen domestic demand gain momentum inthe second half of the financial year. Keeping in mind the lingering effects ofdemonetization in the beginning of the current financial year and the downturn in theeconomy caused by implementation of GST in the month of July 2017 your Company hasperformed well in the year under review.

The Company's revenue from operations (including other income) stood at Rs. 28685.79Lakh compared to Rs. 29898.68 Lakh in the previous fiscal. Yarn production stood at 14170MT compared to 14077 MT in FY17. The operating profit of the company was impacted by asharp rise in power cost which increased by 21% from Rs. 2935.09 Lakh to Rs 3542.14 Lakh.Earnings before Depreciation Interest and Tax (EBDIT) was Rs. 2058.76 lakhs compared toRs. 2604.49 lakhs in the previous fiscal.

Your company's continuous focus on value added products and cost rationalization alongwith its versatile product range will yield results in terms of improved profitability.Your company's competitive edge lies in its unrelenting focus on customer- centricityconsistency and product quality. Consequently the company is evaluating the need tomodernise some of its existing spindles which will result in savings in power costefficiencies and increase in capacity all of which will enable the company to furtherenhance its competitive advantage. Furthermore your company is exploring opportunities toexpand its capacity in the coming years. This planned expansion will utilise the company'sexisting land bank.

FINANCE

Your company has been in strong financial health during the year under review. Duringthe year the Company has made repayments of term loans amounting to Rs. 1307.32 Lakh tobanks and financial institution and the Company's bankers have readily provided yourcompany with need-based working capital.

Please note that your company has adopted the Indian Accounting Standard (Ind-AS) fromApril 1st 2017.

RISK & RISK MANAGEMENT

The Audit Committee closely monitors all risks that could have a negative effect on theCompany. Our Enterprise Risk Management ("ERM") framework encompasses practicesrelating to the identification analysis evaluation treatment mitigation and monitoringof the strategic operational and legal and compliance risks to achieving our keybusiness objectives. Risks which were reviewed by the Audit Committee are Financial RiskCompliance Risk Hazardous Risk Employee Related Risk Liquidity Risk Commodity Risk andMarket risk. The focus of risk management is to assess risks and deploy mitigationmeasures. In accordance with SEBI( Listing Obligations and Disclosures Requirements)Regulation 2015 (herein after called "Listing Regulations") the Board memberswere informed of risk assessment and minimization procedures after which the Boardformally adopted steps for framing implementing and monitoring the risk management planfor the Company. In order to achieve the key objective the policy establishes astructured and disciplined approach to Risk Management in order to guide decisions onrisk related issues.

Your Company is exposed to a number of factors which could potentially have an impacton the Company's operations: cost of raw material prices cost of power fluctuation inforeign exchange rate changes in government regulation and availability of skilledlabour amongst others.

OPPORTUNITIES AND THREATS

The key structural reforms initiated by the government the rise in consumerism anddisposable income increasing population and increased ease of access are all major growthdrivers for the Indian Textile Industry. The influx of global retail chains and the rapidgrowth of e-commerce in India are also providing incremental opportunities to localmanufacturers.

The company does see some threats in its normal course of business due to increasedpower cost unexpected currency fluctuations sharp changes in prices of key commoditiesinternational trade policies increasing competition from other global geographies as wellas adverse policies in India.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS Human resources are the driving force behindany organization and there is no doubt that the company has consistently achieved itsbusiness targets due to the hard work dedication and diligence of its employees. Thisyear is no exception. The employer - employee relations have continued to remain cordialthroughout this year. The management of the Company is convinced that the Company's visioncan only be achieved by maintaining a high level of organizational vitality. The Companyis committed to leveraging its human resource capital to further enhance itscompetitiveness in the globally challenging business environment.

In the year under review your Company has focused on improving human resourceefficiencies by adopting new and proven technologies. Therefore we have witnessed a verypositive Industrial Relations Scenario across all manufacturing locations for theAutomotive and Farm Equipment Sectors. The employee strength at the end of the financialyear was 1671. This includes both skilled and unskilled manpower.

DIVIDEND ON EQUITY SHARES

Your Directors are pleased to recommend a dividend of 10% (i.e. Rs. 1.00/- per Share)on Equity Shares of Rs. 10/- each for the Financial Year ended 31st March 2018.If the dividend as recommended above is approved by the Members at the Annual GeneralMeeting the total outflow towards dividend on Equity Shares for the year would be Rs.47.87 Lakh (including dividend distribution tax).

DIVIDEND ON PREFERENCE SHARES

Your Directors are pleased to recommend a dividend of 10% (i.e. Rs. 10.00/- per Share)on 10% Cumulative Redeemable Preference shares of Rs. 100/- each for the Financial Yearended 31st March 2018. The dividend has to be paid as per the terms of theissue for the year; the total dividend payout will absorb a sum of Rs. 277.73 Lakh(including dividend distribution tax).

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

RE-APPOINTMENT OF MR. SANJIV SHROFF AS MANAGING DIRECTOR

The term of Mr. Sanjiv Shroff Managing Director of the company got completed on 31stAugust 2017. He was re-appointed as the Managing Director after obtaining shareholders'approval by the way of Special Resolution at the Previous Annual General Meeting of thecompany which was held on 28th August 2017.

APPOINTMENT OF MR. AMARINDER SINGH JASSAR AS CHIEF FINANCIAL OFFICER

During the year Mr. Kiran Firodiya Chief Financial Officer has resigned from thecompany w.e.f 16th September 2017 and Mr. Amarinder Singh Jassar has beenappointed as Chief Financial Officer of the Company in the meeting of board of Directorsheld on 02nd December 2017.

PROPOSE RE-APPOINTMENT OF MR. RAHUL SHROFF AS A WHOLE-TIME DIRECTOR

The term of contract of Mr. Rahul Shroff Executive Director of the Company is up to 26thSeptember 2018. The Board of Directors on recommendation of Nomination and RemunerationCommittee wishes to re-appoint him as a Whole-time Director of the Company designated asExecutive Director for a period of three years with effect from 26thSeptember 2018. The resolution seeking approval of shareholders for the re-appointment ofMr. Rahul Shroff Executive Director has been incorporated in the notice of Annual GeneralMeeting along with brief detail about him.

CONTINOUS RE-APPOINTMENT OF MR. K.L SONTHALIA AND MR. NARAYAN SHROFF

According to sub-regulation (1A) of Regulation 17 of the Securities and Exchange Boardof India (Listing Obligations and Disclosures Requirements) Regulations 2015 inserted bythe Securities and Exchange Board of India (Listing Obligations and DisclosuresRequirements) (Amendment) Regulations 2018 approval of the Members by way of a SpecialResolution is necessary for appointment / continuation of appointment of any Non-ExecutiveDirector who has attained the age of 75 (Seventy Five) years. The Board of Directors inits meeting held on 13th August 2018 seeking for continuous appointment of Mr.K.L. Sonthalia and Mr. Narayan Shroff the Independent Directors of the company who haveattained the age of 75 years and whose first term of office will get completed on 28thSeptember 2019.

PROPOSE RE-APPOINTMENT OF ROTATIONAL DIRECTOR

In accordance with the provisions of Section 152 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 (including any statutory modificati'on(s) or reenactments) thereoffor the time being in force) and the Articles of Association of the Company Mr. Ram NiwasSharma (Non-

Executive & Non-Independent Director) is liable to retire by rotation at theensuing AGM and being eligible have offered himself for re-appointment. The resolutionseeking approval of shareholders for the re-appointment of Mr. R.N. Sharma has beenincorporated in the notice of ensuing Annual General Meeting.

The Board of Directors recommended the aforementioned appointments/re- appointments ofMr. Rahul Shroff and Mr. R.N Sharma.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they continue to meet the criteria of independence as prescribed undersub- section (6) of Section 149 of the Companies Act 2013 and rules issued thereunder aswell as Regulation 16 of Listing Regulations..

Familiarization program has been conducted for Independent Director and the details aregiven in Corporate Governance Report as Annexure - 8 and also uploaded on the company'swebsite www.reliancechemotex.com . The web linkof the Familiarization program is http://www . reliancechemotex. com/reports/ miscellaneous-reports/ Familiarization program BOARD EVALUATION

Pursuant to Provisions of the Companies Act 2013 read with Rules issued there underand the SEBI (Listing Regulations) 2015 and the guidance note on Performance Evaluationof Board dated 5th January 2017 published by SEBI structured assessmentsheets were finalized in consultation with the board members to evaluate the performanceof the Board Committees of the Board and individual performance of each directorincluding the Chairman. The Board and Nomination and Remuneration Committee reviewed theperformance of the Board Individual Directors and Committees of the Board in the Boardmeeting held on 17th May 2018.

MEETINGS OF BOARD

The Board of Directors met four times during the year on 27.05.2017 09.09.201702.12.2017 and 09.02.2018. The frequency and the quorum at these meetings were inconformity with the provisions of the Companies Act 2013 Secretarial Standard -1 and theSEBI (Listing Regulations). Attendance and other details are given in Corporate GovernanceReport as Annexure - 8. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013 and SEBI (Listing Regulations) 2015 and SecretarialStandard-1. STATUTORY AUDITORS

The Board appointed M/s. Jain Pramod Jain & Co Chartered Accountant New Delhi(Firm Registration No. 016746N) as the statutory auditors of the Company for a term offive succeeding years from the conclusion of the 39th Annual General Meetingof the Company held on 28th August 2017 till the conclusion of the 44thAnnual General Meeting to be held in the year 2022 and subject to the approval ofshareholders of the Company at every

AGM based on the recommendation of the Audit Committee was recorded for the same.

In accordance with Section 40 of the Companies Amendment Act 2017 notified on May 072018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting.

As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas obtained a written certificate from the above mentioned Auditors to the effect thatthey conform with the limits specified in the said Section and that they are notdisqualified for appointment within the meaning of Section 141 of the said Act and theyhold the peer review certificate issue from ICAI.

AUDITOR'S REPORT

There is no reservation qualification or adverse remark contained in the Auditor'sReport attached to Financial Statements of company as at 31st March 2018. Theinformation referred in Auditor's Report of Financial Year 2017-18 is self-explanatory anddo not call for any further comments.

COST AUDITORS & COST AUDIT REPORT

In Board Meeting held on 13th August 2018 M/s N.N & Associates wasappointed as Cost Auditor to undertake the Cost Audit for the Financial Year 2017-18. TheCost Audit Report for the Financial Year 2017-18 was completed and shall be submitted instipulated time.

M/s. N.N. & Associates Cost Accountants New Delhi (FRN: 2322) has been appointedby the Board to conduct the Audit for the Financial Year 2018-19. As required under theCompanies Act 2013 the remuneration payable to the Cost Auditors is required to be placedbefore the members in a general meeting for their ratification. Accordingly a resolutionseeking member's ratification for remuneration payable to M/s. N.N. & Associates CostAccountant New Delhi is included in the Notice of Annual General Meeting.

As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas obtained a written certificate from the above mentioned Auditors to the effect thatthey conform with the limits specified in the said Section and that they are notdisqualified for appointment within the meaning of Section 141 of the said Act and theyhold the peer review certificate issue from ICAI.

SECRETARIAL AUDITORS & 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 the Company appointedM/s. V.M & Associates Practicing Company Secretary (Firm Registration No.:P1984RJ039200) Jaipur to undertake the Secretarial Audit of the Company for the financialyear 2017-18. The Secretarial Audit Report in form MR-3 is included as Annexure-2 andforms integral part of the Report.

The Secretarial Audit Report does not contain any qualification/ reservation &adverse remark.

The Board of Directors has re-appointed M/s. V.M & Associates Practicing CompanySecretary Jaipur to conduct the Secretarial Audit for the Financial Year 2018-19.

As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas obtained a written certificate from the above mentioned Auditors to the effect thatthey conform with the limits specified in the said Section and that they are notdisqualified for appointment within the meaning of Section 141 of the said Act and theyhold the peer review certificate issue from ICAI.

INTERNAL AUDITORS

Pursuant to Provision of Section 138 of the Companies Act 2013 read with CompaniesAccounts Rules) 2014 the Company appointed M/s. Rajeev Amitabh & Co {FRN: 009942N}Chartered Accountant New Delhi to undertake the Internal Audit for the Financial Year2017-18. The Scope of Internal Audit closely monitor by the Audit Committee. The InternalAuditor submits their report on half yearly basis and same has been placed before theAudit Committee along with Management response if required. Board of Directors in itsmeeting held on 17th May 2018 has re- appointed M/s. Rajeev Amitabh & CoChartered Accountant New Delhi to conduct the Internal Audit of the Company for theFinancial Year 2018-19.

FIXED DEPOSITS

During the Financial Year 2017-18 your Company has not invited accepted or renewedany deposits within the meaning of Section 73 74 and 76 of the Companies Act. 2013 readtogether with the Companies (Acceptance of Deposit) Rules 2014 as amended. The borrowingtaken from the directors was stated in financial statements Note No. 14.

SHARE CAPITAL

During the year under review Forfeiture of 21000 partly paid up shares and conversionof 4200 partly paid up shares into fully paid up was implemented on account of Resolutionpassed by the Directors on 27th March 2018.

The present capital structure of the company as on 31.03.2018 is as under:

Equity Share Capital : Rs. 399.69 Lakh
Preference Share Capital : Rs. 2307.50 Lakh

RESERVE

The company does not propose to transfer any sum to the General Reserve out of theamount available for appropriation.

EXTRACT OF ANNUAL RETURN

The Extract of the Annual Return in Form MGT-9 containing details as on the financialyear ended 31st March 2018 as required under Section 92 (3) of the CompaniesAct2013 read with the

Companies (Management and Administration) Rules 2014 is included in the Report as anAnnexure-7.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitment affecting the financial position of theCompany between the end of the financial year as on 31st March 2018 and dateof this report affecting the financial position of the company.

SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators courts ortribunals which would impact the going concern status of the company.

SUBSIDIARY COMPANY

During the year the Company has no Subsidiaries/ associate companies / Joint Ventureas on 31st March 2018.

LOANS GUARANTEES & INVESTMENTS BY THE COMPANY

The Company has not given any Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an adequate system of internal control commensurate withits size and nature of business to safeguard and protect from loss unauthorized use ordisposition of its assets. All the transactions are properly authorized recorded andreported to the Management. The Company is following all the applicable AccountingStandards for properly maintaining the books of accounts and reporting financialstatements. The internal auditor of the Company checks and verifies the internal controlsystem and monitors them in accordance with the policy adopted by the Company. The AuditCommittee of the Board of Directors Statutory Auditor and Department head were appraisedof the internal audit finding and corrective action taken thereon. The audit observation/management response was placed before the committee. We believe that our internalfinancial control system provides reasonable assurance that our internal financial controlis designed effectively and is operating as intended.

REPORT ON CORPORATE GOVERNANCE A separate section on Corporate Governance and acertificate from Auditors of the Company regarding compliance with the conditions ofCorporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with Stock Exchange forms a part of the AnnualReport as given in Annexure-8.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Your Company is committed to highest standard of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(9) of the Companies Act 2013 andListing Regulations. The Policy provides a framework and process whereby concerns can beraised by its employees against any kind of discrimination harassment victimization orany other unfair practice being adopted against them. The policy is to promote ethicalbehavior in all its business activities and to report concerns and unethical behavioractual or suspected fraud or violation of our code of conduct and ethics. Under the saidMechanism the employees are free to report violations of applicable laws and regulationsand the Code of Conduct. It also provides for adequate safeguards against thevictimization of persons who use such mechanism. The Vigil Mechanism /Whistle BlowerPolicy have been posted on the Company's website http://www.reliancechemotex.com/investor .

The functioning of the vigil mechanism is reviewed by the Audit Committee from time totime. Your Company affirms that no director/employee has been denied to access theChairman of the Audit Committee and that no compliant was received during the year. Briefdetails about the policy are given in the Corporate Governance Report.

NOMINATION & REMUNERATION POLICY

The Board of Directors has framed the policy on Nomination & Remuneration whichlays down the framework in relation to remuneration of Directors Key Managerial Personand Senior Management of the Company. This policy also lays down the criteria forselection and appointment of Board Members. The Nomination & Remuneration policy hasbeen posted on the Company's website http://www.reliancechemotex.com/investor . RELATEDPARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is available on theCompany's website at http://www.reliancechemotex.com/investor . The Policy intends toensure that proper reporting; approval and disclosure processes are in place for alltransactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions which are ofrepetitive nature and / or entered in the Ordinary Course of Business and are at Arm'sLength Basis.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. No Material Related Party Transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the last audited

financial statements were entered during the year by your Company. The disclosureofparticulars of contracts/ arrangements entered into by the company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act 2013 is given in AOC-2 as given in Annexure-3.

DISCLOSURE UNDER THE SEXUAL HARRASAMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has always believed in providing a safe and harassment free workplace forevery individual through various interventions and practices. The Company always endeavorsto create and provide an environment that is free from discrimination and harassmentincluding sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2017-18:

S.No. No. of complaints received No. of complaints disposed off
1 NIL NIL

COMMITTEES OF THE BOARD

The Board of Directors has following committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. CSR Committee

5. Finance Committee

The details of committees along with their composition number of meetings andattendance of the meetings and other details are provided in the Corporate GovernanceReport in Annexure- 8. CORPORATE SOCIAL RESPONSIBILITY

In terms of requirements of Section 135 of the Companies Act 2013 and rules issuedthere under the Board of Directors of your company has constituted a CSR Committeecomprising of Mr. K.L. Sonthalia Mr. R.N. Sharma and Mr.. Rahul Shroff as members of thecommittee. This committee is responsible for formulating implementing and monitoring theCSR Policy of the company. The policy on CSR may be accessed on the Company website at www.reliancechemotex.com.

During the year under review the company has spent Rs. 12.58 Lakh/- towards CSRactivities.

The Report on CSR Activities as required under the Companies Act 2013 are set out inthe Annexure -4.

PARTICULARS OF EMPLOYEES & THEIR DISCLOSURES:

The information required pursuant to Section 197 (12) read with rule 5 (1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofmanagerial remuneration of the Company is set out in the Annexure-5.

A Statement of the employees of the company who were in receipt of the remunerationexceeding the limit prescribed u/s 197(12) read with rule 5(2) of The Companies(Appointment and Remuneration of Managerial Personnel) of the Companies Act

2013 during the year under review a statement of particular of top ten employees inaccordance with Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rule

2014 is appended as Annexure-6.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO.

The statement pursuant to Section 134 (3)(m) of The Companies Act 2013 read with theRule 8(3) of The Companies (Accounts) Rules2014 regarding particulars relating toconservation of energy technology absorption foreign exchange earnings and outgo asrequired to be disclosed under the Act is given in Annexure no.1.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)of the Companies Act 2013 with respectto Directors' Responsibility Statement Board of Directors hereby state and confirm that:

(i) In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards and schedule III of the Companies Act 2013 had beenfollowed and there are no material departure from the same;

(ii) Appropriate accounting policies have been selected and these have been appliedconsistently and that the judgments and estimates that have been made are reasonable andprudent so as to provide a true and fair view of the state of affairs of the Company atthe end of the financial year and of the profit or loss of the Company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 tosafeguard the assets of the Company and to prevent or detect fraud and otherirregularities;

(iv) The annual accounts for the year ended 31stMarch 2018 have beenprepared on a going concern basis;

(v) Robust and detailed Internal Financial Controls to be followed by the Company havebeen laid down. These controls are adequate and were operating effectively; and

(vi) The proper system to ensure compliance with the provisions of all applicable lawis in place.

CAUTIONARY STATEMENT

Certain statements in this Board's Report and Management Discussion and Analysisdescribing the Company's objectives projections estimates and expectations may be"forward-looking statements" within the meaning of applicable laws andregulations. Forward-looking statements are identified in this report by using words like"anticipates" "believes" "expects" "intends"and other similar expressions in such statements. Although we believe our expectations arebased on reasonable assumptions these forward-looking statements may be influenced bynumerous risks and uncertainties that could cause actual outcomes and results to bematerially different from those expressed or implied. Some of these risks anduncertainties have been discussed in the section on "Risk Management". TheCompany takes no responsibility for any consequence of decisions made based on suchstatements and holds no obligation to update these in the future. Market data andinformation are gathered from various published and unpublished reports. Their accuracyreliability and completeness cannot be assured.

APPRECIATION & ACKNOWLEDGMENT

The Directors express their grateful appreciation for the cooperation and continuedassistance received from Financial Institutions Banks Government AuthoritiesShareholders Suppliers and Esteemed Customers. The Directors also wish to place on recordthe appreciation for the services rendered by the Employees of the Company.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

FOR RELIANCE CHEMOTEX INDUSTRIES LIMITED

(Sanjiv Shroff) ( R a hu l S h ro ff)
DIN:00296008 D 1 N:02301693

Place: Mumbai

Date: 13th August 2018