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Repro India Ltd.

BSE: 532687 Sector: Services
NSE: REPRO ISIN Code: INE461B01014
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OPEN 591.55
PREVIOUS CLOSE 572.45
VOLUME 398
52-Week high 660.00
52-Week low 325.05
P/E
Mkt Cap.(Rs cr) 683
Buy Price 563.70
Buy Qty 1.00
Sell Price 565.10
Sell Qty 1.00
OPEN 591.55
CLOSE 572.45
VOLUME 398
52-Week high 660.00
52-Week low 325.05
P/E
Mkt Cap.(Rs cr) 683
Buy Price 563.70
Buy Qty 1.00
Sell Price 565.10
Sell Qty 1.00

Repro India Ltd. (REPRO) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting the Twenty-Eighth Annual Report of yourCompany together with the Audited Financial Statements for the year ended on March 312021.

THE YEAR IN PERSPECTIVE – PRINT ON DEMAND – UNLOCKING THE OPPORTUNITY

The last year has been a challenging one not just for your Company but for everycompany and industry worldwide. The pandemic has swept the world with deadly force anddriven people and businesses to change their way of working. But even as it has created somuch stress and challenges it has also opened up wells of opportunity. e-Commerce is hereto stay. Lockdowns have forced people to switch to an online purchasing habit. For yourCompany's Print on Demand business model – that is based on online buying of books– this creates tremendous potential.

RISING TO A CHALLENGE

The COVID-19 pandemic over the last year continued to create challenges. The lockdownin the 1st quarter and part of the 2nd quarter was a learning in opening up the facilitiesand the business opportunities while ensuring that all personnel were safe and well takencare of. The functioning of the business required processes to be changed or modified newrestrictions to be placed to balance health and safety of the people while ensuringadequate output. This was all being mapped to the Government guidelines as requiredthrough the year. On the other hand the front end team ensured business continuity as faras possible based on the requirement and location of their Indian and global clients. Theteams were working from home with revised protocols and objectives defined and byarranging virtual client meets. The global business was at a standstill and exportshipments were stuck at ports and on sea. A lot of multinational publishers as well asIndian publishers put orders on hold as retail and school channels closed.

Some of the other areas of operation that were affected were the e-tail channels

(Amazon Flipkart etc.) which were not functioning optimally through the year as thesupply chain was disrupted.

While it looked like the situation was getting normal at the end of the financialyear the country went into various stages of lockdown and some of the earlier processeshad to be put back into place. Despite the above your Company has been able to overcomethe challenges of COVID-19 to a great extent and take advantage of the opportunity thanksto its continued focus on technology.

Process driven operations have helped enable productivity too.

Your Company is seeing a huge opportunity in the area of online buying –especially in the area of books. Due to the lockdown and closure of bookstores peopleeverywhere have embraced the online buying habit. Further books have proved to be a joyfor many through the lockdown and publishers have realised the best way to get the booksto readers all over the world is through Repro's Books on Demand Tech platform.

It is this opportunity of reaching readers anytime anywhere through online channelsthat your Company is looking at unlocking for growth!

MITIGATING THE IMPACT THROUGH FINANCIAL PRUDENCE

Your Company took rapid steps to mitigate the impact of the financial situation and wasable to ensure that the right measures were taken for relatively smooth functioning ofworking capital operations cash-flows debtors and collections. This enabled your Companyto generate cash flows that were utilised to shore up infrastructure processes and peoplekeeping them prepared for the post-Covid opportunities that are bound to emerge.

FOCUSSING ON TECHNOLOGY

Your Company's strategy for the Covid lockdown period was to utilise the timeeffectively to strengthen resources. With that in mind your Company has completed andbegun operations in the state-of-the-art Print-on-demand facility in Haryana. Custom builtto international standards this facility along with the facility in Maharashtra ismeeting the growing demand for books. Your Company has added on the latest state-of-theart infrastructure specialised skills and enhanced supply chains to ensure more booksreach more readers – anytime and anywhere in the world.

A CONTINUED FOCUS ON THE REPRO TECH SOLUTION

Over the last year despite the pandemic there was a continued focus on strengtheningthe foundations of the Print-on-Demand business at your Company. The sustained requirementand need for ensuring readers anywhere in the world are able to buy book online has ledyour Company to gear up to capitalise on the huge e-Retail opportunity. In keeping withthe strategic focus of enabling publishers to get books to more readers the strategicroute of content aggregation that was adopted during previous years has set your Companywell on the path to a rapidly growing business opportunity.

All these measures have ensured that your Company is poised to unlock the potentialthat is expected to open up once the pandemic is under control.

FINANCIAL RESULTS

The summarised financial results of the Company for the Financial Year ended

March 31 2021 are presented below:

STANDALONE (Rs in Lakhs)
Financial Year
Particulars 2020-21 2019-20
Revenue from operations 10450.86 27776.15
Profit before interest depreciation and taxation (406.58) 4206.64
Financial Expenses (net of interest income) 1329.77 900.53
Depreciation 2665.59 1840.94
Profit before tax (4401.94) 1465.17
Tax Expenses (213.73) (166.12)
Profit after Tax (4188.21) 1631.29
Transfer to General Reserve - -
Proposed Dividend - -
Tax on Dividend - -
CONSOLIDATED (Rs in Lakhs)
Financial Year
Particulars 2020-21 2019-20
Revenue from operations 13803.87 36747.60
Profit before interest depreciation and taxation (530.72) 4579.24
Financial Expenses (net of interest income) 1337.95 908.46
Depreciation 2784.69 1919.39
Profit before tax (4653.36) 1751.39
Tax Expenses (315.51) (128.60)
Profit after Tax (4337.85) 1879.99
Transfer to General Reserve - -
Proposed Dividend - -
Tax on Dividend - -

Note: Previous year's figures have been regrouped/reclassified wherever necessary tocorrespond with the current year classification/disclosure.

PERFORMANCE OVERVIEW

The highlights of the Company's Standalone and Consolidated performance are as under: Standalone:During the year there has been a 62.37% reduction in the revenues from Rs27776.15 Lakhs toRs10450.86 Lakhs. The Company's loss for the financial year is Rs (4401.94) Lakhs whereasin the last year the profit before tax was Rs 1465.17Lakhs.

Consolidated: During the year there has been a reduction in revenue by 62.44% fromRs 36747.60 Lakhs to Rs 13803.87 Lakhs. The Company's loss for the financial year is Rs(4653.365) Lakhs whereas in the last year the profit before tax was Rs 1751.39Lakhs.

CONSOLIDATED FINANCIAL ACCOUNTS

In compliance with the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 (hereinafter referred to as ‘the ListingRegulations') the Consolidated Financial Statement of the Company and its subsidiarieshave been prepared for the year under report as per Ind AS applicable to the Company. TheAudited Consolidated Financial Statement along with the Auditors Report thereon forms partof this Annual Report. The Consolidated Financial Statement presented by the Companyinclude the Financial Results of all the Subsidiaries. The Audited Financial Statement ofthese entities have been reviewed by the Audit Committee.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review your Company has two Subsidiary Companies viz ReproBooks Limited (formerly known as Repro Knowledgecast Limited) and Repro InnovativeDigiprint Limited. In terms of the provisions of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 Repro Books Limitedbeing Wholly Owned Subsidiary of Repro India Limited is a material subsidiary company asits turnover exceeds 10% of consolidated turnover of Repro India Limited in theimmediately preceding accounting year. The Board has approved a Policy for determiningmaterial subsidiaries. The same is also available on the website of the Company atwww.reproindialtd.com

A separate statement containing the salient features of financial tatements ofSubsidiary Companies forms part of the consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013.

Further pursuant to the provisions of Section 136 of the Companies Act 2013 thefinancial statements including the consolidated financial statements financial statementsof Subsidiaries and all other documents required to be attached to this report have beenuploaded on the website of your Company www.reproindialtd.com

A statement containing the salient features of the financial performance of each of theSubsidiaries are included in the consolidated financial statements of your

Company is set out in the "Annexure A" to this report.

However the Board of Directors on June 29 2021 decided to sale an investment of itswholly owned subsidiary company i.e. Repro Innovative Digiprint Ltd. to their promotersgroup and hence its ceased to be the wholly owned subsidiary

Company with effect from June 29 2021.

BUSINESS HIGHLIGHTS

The Print on Demand (POD) business has been the key growth focus as your Company gearsup to capitalise on the huge e-Retail opportunity. This has been helped along by therising digital wave and e-Commerce opportunities. Your Company has been focussing onrelevant content acquisition from publishers and also by increasing reach throughGeographical Replication B2B initiatives and by opening new channels.

The e-Retail Boom – Disrupting the traditional supply chain

The last decade has seen more change than perhaps the last entire century. And thischange has been primarily driven by the digital revolution. The online retail force hasarrived bringing with it unimaginable possibilities. Products and services crosscontinents offer pricing options and reach customers in the farthest corner of theworld. Your Company is bringing about this same positive disruption in the area ofpublishing. The concept of book aggregation combined with the e-Retail boom has disruptedthe publishing supply chain which over the years has proved to be unwieldy. This meansthat books can be bought at a click of a button enabling publishers to reach millions ofreaders anywhere in the world. Thus enabling a reader to have access to the latest titleas soon as it is out.

This has been the opportunity that your Company has made the most of. By moving out ofthe traditional business model your Company has entered the new playing field of thedigital marketplace. So that any reader can get the book of his choice; and any publisheranywhere in the world can reach a reader anywhere in the world.

By offering a path breaking print-on-demand solution wherein by producing a book afterthe customer has bought it your Company eliminates the logistic challenges publishers'face while getting more books to more readers… anytime…anywhere!

Much like the other parts of the world in India too the reading habit is on theincrease. The book market has been growing and India is also adapting to the digitalchange very rapidly.

The Changing Paradigm – Buying books online

The modern online shopper uses multiple channels to find the product she or he islooking for. This sweeping digital transformation has dramatically changed the shoppingbehaviour of consumers. This has led to e-Retailers re-defining business modelsre-thinking strategies and re-learning traditional customer segmentation.

Perhaps the most significant fact is that books remain among the highest in onlinesales – as compared to other products. The habit of buying a book at the click of abutton and having it delivered home is one that is catching on fast. There are variousfactors that are driving the growth of e-Commerce. Declining broadband subscriptionprices the proliferation newer services a rapidly changing urban lifestyle and the sheerconvenience of online shopping – all these factors are rapidly making Indian citizensinto ‘netizens'. In just last few years online transactions have grown to a massivemagnitude. Forecasts indicate that India's online shoppers are likely to grow manifold.This is primarily driven by the fact that a large part of India's population is agedbetween 25-44 years. Another trend is that online sales are increasing from tier two andtier three cities as well – besides the larger cities.

This trend has been amplified like never before by the COVID-19 pandemic and haschanged the way people live and transact. These new habits are going to be the new normalwith a lot of people making purchases online like never before. Since the book publishingindustry in India is growing e-Commerce trends are creating disruption and changing theway books are bought produced and distributed. Recognising this trend most publishersare rushing to get their books digitised and on digital storefronts.

To summarise the publishing industry in which your Company operates continues toundergo significant changes due to the disruption in the e-Retail environment. With booksbeing among the largest component of items sold on e-Commerce sites the opportunity inthis space is clearly enormous.

Re-defining Publishing The need for a solution

Publishing is undergoing significant changes due to the disruption in the e-Retailenvironment. With books being among the largest component of items sold on e-Commercesites it is the need of the hour for publishers to have their titles available online.Over the years and particularly in recent years the publishing industry has been plaguedwith logistics and supply chain challenges. Added to this are the operational challengesobsolete content huge amounts of unsold stock and long credit cycles leading to a cashcrunch. The issue of piracy too compounds the problem.

For many consumers buying a book is click away so the publisher faces the challengeof making books visible to readers across the globe. Currently the publishers' reachwould be restricted to physical distribution and offline sales channels. However theadvent of the Internet and e-Commerce are changing the playing field. Age-old distributionmodels are giving way to the e-Retail model.

Many more books are being sold online. The outcome is that more customers choose to buythrough digital platforms because they get a larger choice – without theinconvenience of going to bookstores and then finding that book is out of stock. With alarger choice and instant gratification customers too are demanding more books… in ashorter timeframe… and at a lower cost!

Buying books online A solution for a new world

Your Company is helping crash barriers between publishers and their readers andgetting books to more readers through more channels anytime anywhere. Your Company hasinnovated a tech-based solution that enables publishers all around the world to reachreaders all over the world. This has enabled your Company to carve out a space at theforefront of the e-revolution in publishing. The Repro solution is helping publishersenter a new phase of digitisation. By widening their potential reader base. By enabling aprint-on-demand solution. By eliminating the traditional challenges.

Your Company aggregates content from the publisher (the content owners) and archives itin the digital warehouse. It is then accessed on demand when an order is placed through ane-Retail channel. The order is then produced fulfilled and delivered ‘just-in-time'to the end user – in India and across the world. Your Company has further extendedthe solution to distribution and collection – right up to collection of royaltieswhich are then given to publishers for each book purchased and produced.

In what has been a challenging year The Books on demand team has been focussing onacquiring publishers and their content. Your Company has enabled publishers to liquidateexisting stocks on e-Retail channels. As the stock levels go down the publishers arehanding over their content to be digitised and listed on the Repro platform for on-demandfulfilment and further sales. On the other hand the team has also been working onoptimisation of channel margins and publisher compensation. To increase reach and salesseveral strategic tie-ups with publishers have been effected for selling and promotion oftitles.

As a book is produced after it has been purchased your Company brings a slew ofbenefits to the publisher primary one being enabling zero loss in sales. Publishers canaccess new markets at the click of a button ensuring a wider reach of front list titles.It enables revival of backlist titles. The benefit of the technology solution ensures thelowest production costs zero up-front investment zero inventory zero forecasting zerofreight costs and zero returns. Having built longstanding relationships with majorpublishers enables the company to build a large repository of book titles forprint-on-demand use. An investment in the latest POD technology gives your Company theability to print-on-demand as low as a single copy per title with a rapid turnaroundtime.

This solution benefits readers everywhere as they get access to more books anywhere inthe world.

Your Company has also invested in IT and data integrity helping to improve speedylistings and replication. The focus has been and remains additional ingestion andautomation. Further focussed promotion and marketing is undertaken to improve bookdiscoverability… So that more books reach more readers anytime anywhere.

The benefit of global collaborations

Our solution in the Content Aggregation and Books on Demand space has been furtherstrengthened with our tie-up with the Ingram Content Group. The Ingram Content Group isone of the world's largest content aggregators with more than 14 million titles in theirrepository. Your Company has entered a long- term contractual arrangement with IngramContent Group. This enables your Company's clients to reach many more readers at the clickof a button. With this tie-up publishers' books can be reached all over the world throughthe Ingram Global Connect programme.

Thanks to e-Commerce today's online consumer explores all sorts of never beforechannels to find the product she or he is looking for. There are many e-Retailers who arereaching newer unexplored markets and readers – even in far flung destinations. TheRepro solution fulfills the demandhrough t various channels – by aggregatingdigitising listing titles on online storefronts producing on demand delivering anywherein the world. Your Company has done this through tie-ups with the world's largeste-Retailers – including Amazon Flipkart Paytm Snapdeal etc.

The vision remains to empower publishers with a solution that enables them to reachtheir books to readers anywhere in the world.

One book or a million Enabling publishers to grow their business

Your Company's focus has been to partner with customers to increase their business.Over the years your Company has built strong relationships with educational publishers.Having understood the requirements of world's largest publishers your Company's businessencompasses solutions for publishers in India and Africa – where it has developed aposition of strength.

By building on its strong relationships with publishers your Company has become one ofIndia's largest aggregators of content with the end delivery being millions of printedbooks in optimum time frames cost effectively. The vision has always been to partnercustomers and enable them to deliver quality educational material to the customers' endusers.

Your Company already has a strong presence across Africa where educational books areproduced for Governments as well as schools in large numbers. Strategic relationships withseveral MNC publishers through an integrated value added print and fulfillment offeringenable a growth in this segment.

Your Company partners publishers by planning and mass producing the right product atthe right price in the required time – and reaching books anywhere in India. Theproduct range includes textbooks supplementary books higher education books distancelearning and vocational courseware.

Since your Company offers customised solutions and often of a contractual nature thelong-term relationships result in benefits for all stakeholders. The relationships arebased on a partnership approach – rather than a transactional approach. Your Companyadds value to the publisher's business by understanding the requirements to customise asolution for them. This enables a long-term view that facilitates planning andpredictability. The predictability leads to efficiency in sourcing manufacturingoperations in the supply chain and most importantly better products and outcomes for thepublisher. Hence it is more value for clients.

With these approaches and strategies in place a large number of India's largestpublishers – both Indian and multinational – have already tied in with Repro toavail of this solution and are reaching their books to a wider global readership than everbefore.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report on the operations of the Company forms an integral part of this Report andgives detail of the overall industry structure developments performance and state ofaffairs of the Company's various businesses internal controls and their adequacy riskmanagement systems and other material developments during the financial year 2020-21 underreview and the same is given in a separate section of this Annual Report.

EMPLOYEE STOCK OPTIONS SCHEMES (ESOS)

The Nomination and Remuneration Committee of the Board of Directors (NRC) of theCompany inter alia administers and monitors the Employee Stock Option Scheme 2010("ESOS 2010" or "Scheme") of the Company in accordance with the SEBIRegulations.

During the year under review there has been no exercise of ESOPs and hence there isno allotment. However your Company has granted 300000 options to the eligible employees.

SHARE CAPITAL

During the year under review there is no change in the paid-up share capital of theCompany which stands at 120889430/- comprising of 12088943 equity shares of 10/-each fully paid up as at March 31 2021.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve.

PUBLIC DEPOSITS

not accepted any deposit Duringthefinancialyear 2020-21your within the meaning ofSections 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014.

DIVIDEND

Considering the loss incurred in the current financial year your Directors have notrecommended any dividend for the financial year under review.

In accordance with Regulation 43A of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and

SEBI vide notification dated 5th May 2021 mandated top 1000 listed entities by marketcapitalisation to formulate Dividend Distribution Policy. Accordingly the

Company is in process of finalizing the Dividend Distribution Policy for creatingtransparency towards dividend declaration among stakeholders and government authoritiesfrom time to time.

AUDITOR'S AND AUDITOR'S REPORT

The matters related to Auditors and their Reports are as under:

STATUTORY AUDITOR

The observation made in the Auditors' Report on the Company's financial statements forthe financial year ended March 31 2021 are self-explanatory and therefore do not requirefor any further comments/information. The Auditors' Report does not contain anyqualification or adverse remarks.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013

M/s. DM & Associates Company Secretaries LLP had been appointed to undertake theSecretarial Audit of the Company for the year ended March 31 2021. The Secretarial AuditReport is set out in the "Annexure B-1" which forms an integral part ofthis report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

In terms of Section 204 of the Companies Act 2013 the Audit Committee recommended andthe Board of Directors of the Company have appointed

M/s DM & Associates Company Secretaries LLP as the Secretarial Auditor of theCompany for the financial year ending March 31 2022. The Company has received theirconsent for the said appointment.

Further in terms of the provisions of the Circular No. CIR/CFD/CMD1/27/2019 datedFebruary 8 2019 issued by SEBI the Company has obtained the Annual

Secretarial Compliance Report thereby confirming compliance of the applicable SEBIRegulations and circulars /guidelines issued thereunder on behalf of the

Company.

In terms of Regulation 24A of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the material unlistedsubsidiary company i.e. Repro Books Limited (formerly known as Repro

Knowledgecast Limited) appointed M/s. MMJB & Associates LLP to undertake theSecretarial Audit of the Company for the year ended March 31 2022. The materialsubsidiary Secretarial Audit Report is also set out in the "Annexure B-2"which forms an integral part of this report. The said report does not contain anyqualification adverse remark or disclaimer.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return of the Company in FormMGT- 9 in accordance with Section 92(3) and Section 134(3)(a) of the Companies Act 2013read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 are setout in the "Annexure C" to this Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Central Government after the completion of seven years. Furtheraccording to the Rules the shares in respect of which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the Demat account created by the IEPF Authority. Accordingly the Company hastransferred the unclaimed and unpaid dividends during the financial year 2020-21. Furtherthe corresponding shares are also transferred as per the requirements of the IEPF rulesdetails of which are provided on our website at www.reproindialtd.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has formulated a policy onrelated party transactions which is also available on Company's website atwww.reproindialtd.com Prior omnibus approval is obtained for related party transactionswhich are of repetitive nature and entered in the ordinary course of business and at arm'slength basis. Pursuant to Regulation 23 of the Listing Regulations all related partytransactions were placed before the Audit Committee on a quarterly basis specifying thenature value and terms and conditions of the transactions for their review and approval.

Contracts/arrangements/transactions entered by the Company during the financial yearwith related parties were on an arm's length basis and largely in the ordinary course ofbusiness. All related party transactions are placed for approval before the AuditCommittee and also before the Board wherever necessary in compliance with the provisionsof the Act and Listing

Regulations. During the year the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material inaccordance with the policy of the Company on material related party transactions or underSection 188(1) of the Companies Act 2013. Accordingly there are no particulars to reportin Form AOC- 2.

INVESTMENTS LOANS GUARANTEE AND SECURITY

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilised by the recipient are provided in the financial statement forms part of thisAnnual Report.

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the

Company and date of this report.

RISK MANAGEMENT

Your Company continues to focus on a system based approach to business risk management.The Company has in place comprehensive risk assessment and minimisation procedures whichhave been reviewed by the Board periodically. Your Company recognises that risk is anintegral part of business and is committed to managing the risks in a proactive andefficient manner. Your

Company periodically assesses risks in the internal and external environment alongwith the cost of treating risks and incorporates risk treatment plans in its strategybusiness and operational plans.

There are no risks which in the opinion of the management threaten the existence ofyour Company.

However some of the risks which may pose challenges are set out in the ManagementDiscussion and Analysis which forms part of this Report.

PROHIBITION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulations 2015 the Companyhas adopted a ‘Code of Conduct for Regulating Monitoring and Reporting of Trading byInsiders' and ‘Code of Fair Disclosure' of Unpublished Price Sensitive Information toensure prohibition of insider trading in the organisation. The said codes are available onCompany's website at www.reproindialtd.com. The ‘Trading Window' is closed when theCompliance

Officer determines that a designated person or class of designated persons canreasonably be expected to have possession of unpublished price sensitive information. TheCompany Secretary of the Company has been designated as

Compliance Officer to administer the Code of Conduct and other requirements under SEBI(Prohibition of Insider Trading) Regulations 2015.

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed Companies. All our corporate governance policies are available on ourwebsite.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide avenues to the Directors andemployees to bring to the attention of the management. Your Company is committed tohighest standards of ethical moral and legal business conduct. Your Company has VigilMechanism/Whistle Blower Policy as per provisions of Section 177(10) of the Companies Act2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The policy provides for a framework and process whereby concerns can beraised by its employees against any kind of discrimination harassment victimisation orany other unfair practice being adopted against them. More details on the Vigil Mechanismand the Whistle Blower Policy of your Company have been outlined in the CorporateGovernance Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

During the year ended March31 2021 your Company has spent 40.79 lakhs on CSRactivities. The annual report on CSR activities in terms of Rule 8 of Companies(Corporate Social Responsibility Policy) Rules 2014 is provided in Annexure Dforming part of this report.

During the year under review our CSR programs were oriented toward education tounderprivileged students. The Corporate Social Responsibility Policy of the Company asadopted by the Board of Directors is available on Company's website www.reproindialtd.com.The composition of CSR Committee is disclosed in the report on corporate governanceforming part of this report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152 of the Companies Act 2013 two-third of the totalnumber of Directors other than Independent Directors should be liable to retire byrotation. One-third of these Directors are required to retire every year and if eligiblethese Directors qualify for re-appointment. Mr. Rajeev Vohra (DIN: 00112001) Director isliable to retire by rotation at the ensuing Annual

General Meeting (AGM) and being eligible offers himself for re-appointment.

The Board recommends his re-appointment.

Mr. Rajeev Vohra (DIN: 00112001) retires by rotation and being eligible offershimself for re-appointment. A resolution seeking shareholders' approval for hisre-appointment along with other required details forms part of the Notice.

Ms. Kajal Damania act as a Company Secretary Compliance Officer and Key

Managerial Personnel of the Company as on March 21 2021.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy and technology absorption and foreignexchange earnings & outgo as stipulated under Section 134 of the

Companies Act 2013 read with the Companies (Accounts) Rules 2014 is set out herewithas "Annexure E" to this Report.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE

In compliance with Regulation 34 read with Schedule V (C) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a report on

Corporate Governance and the certificate as required under Schedule V (E) of

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 from thePracticing Company Secretary confirming compliance of the conditions of

Corporate Governance as stipulated under the Listing Regulations is appended to thisreport.

The declaration by the Managing Director regarding compliance by Board Members andSenior Management Personnel with the code of conduct also forms a part of the AnnualReport.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

The Managing Director of your Company does not receive remuneration from any of theSubsidiaries of your Company.

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors employees of your Company is set out in "Annexure F" to thisReport.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent

Director under Section 149(7) of the Companies Act 2013 that he/she meets thecriteria of independence laid down in compliance with Section 149(6) of the Companies Act2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has been taken on record from all Independent Directors of the Company.

BOARD EVALUATION

Pursuant to the provisions of Section 134(3) Section 149(8) and Schedule IV of the Actread with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 AnnualPerformance Evaluation of the Board the Directors as well as Committees of the Board hasbeen carried out. The performance evaluation of all the Directors and the Board as a wholewas conducted based on the criteria and framework adopted by the Board which in detail hasbeen provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman and Non- Independent Directors wascarried out by the Independent Directors in their separate meeting.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarisation Programme seeks to update the Independent Directors on variousmatters covering Company's strategy to understand the business functionaries businessmodel operations organisation structure finance risk management etc. It also seeks toupdate the Independent Directors with their roles rights responsibilities duties underthe Companies Act 2013 and other statutes.

The policy and details of familiarisation programme imparted to the IndependentDirectors of the Company has been kept on the website of the Company www.reproindialtd.com

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEE MEETINGS OF THE BOARD

During the year your Board met 4 (Four) times the details of which are available inthe Corporate Governance Report annexed to this report.

AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Section 177 of theCompanies Act 2013. The constitution and other relevant details of the Audit Committeeare given in the Corporate Governance Report. All the recommendations made by the AuditCommittee were accepted by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board has been constituted in terms ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 178of the Companies Act 2013. The constitution and other relevant details of the Committeeare given in the Corporate Governance Report.

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

The Nomination and Remuneration Policy can be accessed on the Company's website at thelink: http://www.repro.in/investors/overview

COMMITTEES OF THE BOARD

A detailed note on the composition of the Board and its Committees is provided in theCorporate Governance Report which forms part of this report.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS AND ITS ADEQUACY

Your Company has a proper and adequate internal financial control system to ensurethat all assets are safeguarded and protected against loss from unauthorised use.

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors of your

Company confirms that:

(a) in the preparation of the annual accounts for the financial year ended

March 31 2021 the applicable accounting standards and Schedule III of the CompaniesAct 2013 have been followed and there are no material departures from the same; (b) theDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company as at March 31 2021 and of the profit and loss ofthe Company for the financial year ended March 31 2021; (c) proper and sufficient carehas been taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

HUMAN RESOURCES MANAGEMENT

The Human Resources Management (HRM) function has driven changes in the way HumanResources (HR) are managed and developed striking a balance between business needs andindividual aspiration. HRM has now become business partner and is taking key decision notjust with respect to HR but businesses as whole. It focuses on improving the way of lifework culture employee engagement productivity effectiveness and efficiency.

Your Company initiated multiple actions to keep the workforce engaged. The HRDepartment is continuously looking at expanding opportunities for growth. The broader ouremployees' experience education and background the more diverse their opinions andinsights the deeper your Company's collective understanding grows. The result is acollaborative environment that respects individual needs and promotes ongoing development.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

Pursuant to the Scheme of Arrangement under Section 230 to 232 of the Companies Act2013 between Repro Books Limited ("RBL") (the wholly subsidiary of Repro IndiaLimited) and Repro India Limited ("RIL") for demerger of printing business ofRBL into RIL and in view of this the Company has received the order from National CompanyLaw Tribunal (NCLT) for demerger of RBL printing business into the Company dated July 302020.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place policy on Prevention Prohibition and Redressal of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder for which your Company formed an Internal Complaints Committee. Therewas no complaint about sexual harassment during the year under review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR: Not Applicable

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards.

APPRECIATION

Your Directors express their deep sense of appreciation and extend their sincere thanksto every executive employee and associates for their dedicated and sustained contributionand they look forward the continuance of the same in future.

ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation for the continuousassistance support and co-operation received from all the stakeholders viz. financialinstitutions banks governments authorities shareholders clients suppliers customersand associates.

For and on behalf of the Board of Directors
VINOD VOHRA
DIN: 00112245
Chairman
Address: 11th Floor
Sun Paradise Business Plaza B Wing
Senapati Bapat Marg
Lower Parel
Mumbai 400 013
Place: Mumbai
Date: June 29 2021

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