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Repro India Ltd.

BSE: 532687 Sector: Services
NSE: REPRO ISIN Code: INE461B01014
BSE 00:00 | 20 May 631.55 10.25
(1.65%)
OPEN

627.00

HIGH

664.35

LOW

613.00

NSE 00:00 | 20 May 630.90 9.80
(1.58%)
OPEN

638.95

HIGH

639.00

LOW

610.45

OPEN 627.00
PREVIOUS CLOSE 621.30
VOLUME 202
52-Week high 760.00
52-Week low 523.00
P/E 26.30
Mkt Cap.(Rs cr) 764
Buy Price 610.00
Buy Qty 1.00
Sell Price 664.35
Sell Qty 10.00
OPEN 627.00
CLOSE 621.30
VOLUME 202
52-Week high 760.00
52-Week low 523.00
P/E 26.30
Mkt Cap.(Rs cr) 764
Buy Price 610.00
Buy Qty 1.00
Sell Price 664.35
Sell Qty 10.00

Repro India Ltd. (REPRO) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting the Twenty-Fifih Annual Report of yourCompany together with the Audited Financial Statements for the financial year ended onMarch 31 2018.

Taking advantage of the e-commerce boom

The last few years have seen a dramatic disruption in the retail segment thanks toa boom in e-commerce. This has had a major impact on the publishing industry in which yourCompany operates. Having been close to ground realities your Company has foreseen thesechanges and implemented strategies to take advantage of this boom. Your Company has builtplatforms that are disrupting the way the publishing industry operates. us your Companyreaches many more readers through many newer online channels that enable a readeranywhere in the world to get a book when he wants and where he wants.

Your Company is doing this by investing in newer business technologies and processes inorder to lay the ground for sustained growth. Hence your Company can absorb the changesthe future will bring – especially in light of the everchanging nature of the digitalspace and the opportunities thrown up.

The key strategies and areas of focus are:

- A focus on building and growing solutions in the e-retail space for exponentialgrowth

- A focus on consolidation of "right" customers (the large publishing housesin India / MNCs) in the traditional businesses i.e. India and Africa

- A focus on consolidating and retaining the best customers and working towards thesecurity of funds in Africa

- A continued focus on education with publishers

The overall business focus will remain on financial consolidation cash flows andcollections improving financial ratios and reduction of expenses.

FINANCIAL RESULTS

The summarised financial results of the Company for the Financial Year ended March31 2018 are presented below:

STANDALONE

(Rs. in Lakhs)

Financial Year

Particulars 2017-18 2016-17
Revenue from operations 23288.51 29385.12
Profit before interest depreciation and taxation 4441.62 2226.38
Financial Expenses (net of interest income) 293.81 956.69
Depreciation 1275.40 1275.64
Profit before tax 2872.41 (5.95)
Tax Expenses 148.63 198.65
Profit after Tax 3021.04 192.70
Transfer to General Reserve - -
Proposed Dividend - -
Tax on Dividend - -

CONSOLIDATED

(Rs. in Lakhs)

Financial Year

Particulars 2017-18 2016-17
Revenue from operations 29931.28 32145.57
Profit before interest depreciation and taxation 3577.65 2562.40
Financial Expenses (net of interest income) 669.97 1393.76
Depreciation 1417.15 1422.52
Profit before tax 1490.53 (253.88)
Tax Expenses 148.63 198.65
Profit after Tax 1639.16 (55.23)
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 asunder:

Standalone: During the year there has been a 20.75% reduction in the revenues fromRs. 29385.12 Lakhs to Rs. 23288.51 Lakhs. The Company's profit for the financial yearis Rs. 2872.41 Lakhs whereas in the last year the loss before tax was Rs. 5.95Lakhs.

Consolidated: During the year there has been a reduction in revenue by 6.89% fromRs. 32145.57 Lakhs to Rs. 29931.28 Lakhs. The Company's profit for the financial yearis Rs. 1490.53 whereas in the last year the loss before tax was Rs. 253.88 Lakhs.

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 IndAS applicable to the Company.However IndAS was applicable to the Company at the beginning of the financial year April2017 and the Company have prepared its first financial results from the second quarterended September 2017 as per the extension provided under the Listing Regulations. Thesefinancial statements for the year ended March 31 2018 are the first financials preparedunder IndAS. For all previous periods including the year ended March 31 2017 the Companyhad prepared its financial statements in accordance with the accounting standards notifiedunder Companies (Accounting Standard) Rule 2006 (as amended) and other relevantprovisions of the Act (hereinafter referred to as ‘Previous GAAP'). The AuditedConsolidated Financial Statement along with the Auditors Report thereon form part of thisAnnual Report. The Consolidated Financial Statement presented by the Company include thefinancial results of all the subsidiaries. The Audited Financial Statement of theseentities 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 ReproKnowledgecast Limited and Repro Innovative Digiprint Limited. A separate statementcontaining the salient features of financial statements of Subsidiary Company forms partof the consolidated financial statements in compliance with Section 129 and otherapplicable provisions if any of the Companies Act 2013. The financial statements of theSubsidiary Companies and related information are available for inspection by the membersat the Registered Office of your Company during business hours on all days exceptSaturdays Sundays and National holidays upto the date of the Annual General Meeting (AGM)as required under Section 136 of the Companies Act 2013. Any member desirous of obtaininga copy of the said financial statements may write to the Company Secretary at theRegistered Office of your Company. In accordance with Section 136 of the Companies Act2013 the financial statements including the consolidated financial statements financialstatements of Subsidiaries and all other documents required to be attached to this reporthave been uploaded 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 setout in the "Annexure A" to this Report.

During the year no Companies have become or ceased to be the Subsidiaries Associatesand Joint ventures during the year.

BUSINESS HIGHLIGHTS

The last year has seen your Company continue its focus on developing andimplementing new age solutions to take advantage of the e-commerce boom.

A new shopper and a new opportunity

The internet has created an entirely new kind of shopper. Tjanks to e-commerceretail has changed exponentially and today's online consumer explores all sorts ofnever-before channels to find the product she or he is looking for. This sweeping digitaltransformation has dramatically changed the shopping behaviour of consumers. Because ofthis retailers are re-defining business models re-thinking strategies and re-learningtraditional customer segmentation. The opportunity for e-retail in India is enormous.Brick and mortar retail is becoming difficult for both retailers and customers. With realestate being expensive and infrastructure in a state of flux retailers are opting for thee-model. The Indian e-commerce industry has 250 million internet users making India ripefor growth. The figures indicate the trend. Just 12 to 18 months ago total onlinetransactions were in single digits. Since then many companies have reported that today40% to 50% of their transactions come from mobile shoppers. But perhaps the mostsignificant fact is that books remain among the highest in online sales – as comparedto other products. The habit of buying a book online and having it delivered home is onethat is catching on fast.

Driving change through innovation in the publishing Industry.

The publishing industry in which Repro operates is thus undergoing significantchanges due to the disruption in the e-retail environment. With books being among thelargest component of items sold on e-commerce sites the opportunity in this space isclearly enormous. The publishing process is an old one and is often disorganised andunwieldy. Publishers deal with obsolete content complex inventory warehousing costslogistic issues and often a long and frustrating collection cycle. The issue of returns isalso a pressing one with most retailers only willing to stock on a consignment basis. Theissue of piracy and long credit cycles compounds the problem.

In the traditional distribution process publishers are dependent on physicaldistribution and reach is limited to the sales force of the appointed distributors. Butthanks to e-commerce and the new shopper books can be made visible to readers onlinethus crashing boundaries of geography. Age-old distribution models are giving way to thee-retail model. More and more retailers are converting to e-sales and selling booksonline. Readers too are getting increasingly acclimatised to buying online. The outcome isthat more customers choose to buy through digital platforms because they get a largerchoice home delivery at cheaper costs – without the inconvenience of going tobookstores and then finding a book is out of stock. With customers becoming moredemanding smaller publishers are finding it difficult to meet the speed of response thatthe e-world demands. Warehousing and large inventories are becoming more difficult tomanage and commercially unfeasible now more than ever. Digital platforms and models areedging older traditional supply chains and taking over the process of content productionand distribution.

Harnessing technology to reach more readers

These challenges alongside the digital revolution are giving rise to a new readershipand market. Your Company has stayed abreast of technology in order to provide publisherswith the solutions for taking advantage of the e-commerce revolution. And this is theopportunity that your Company is capitalising on. In keeping with its approach of stayingalert to changing markets and the consequent customer requirements your Company has putinto place an aggressive strategy that is geared to respond to the opportunities that thee-retail market is creating. With this strategy in place your Company is poised tocapitalise on these new opportunities.

Your Company has customised and implemented a solution that is designed specifically toaddress both the needs and opportunities of the digital marketplace – keeping yourCompany in step with changing technologies and market realities. Building on this positionof strength your Company has invested time and resources in developing a customised modelthat specifically caters to the newly emerging e-retail business. As a content aggregationand dissemination company your Company today is pioneering the way in e-retail solutionsin India. From the first mile of a publisher's content assets to the last mile of contentdelivery to the end user your Company manages all the miles in between.

Creating a comprehensive online solution

Your Company aggregates content from the publisher (the content owners) and archives itin digital warehouse; accesses it on demand when an order is placed through an e-retailchannel; produces fulfills and delivers it ‘just-in-time' to the end user – inIndia and across the world. The solution even extends to distribution and collection– and then payment of royalties to the publisher for each book bought. Your Company'slongstanding relationships with major publishers has allowed the Company to build a largerepository of book titles for print on demand use. An investment in the latest PODtechnology gives your Company the ability to print on demand as low as 1 copy per titlewith a rapid turnaround time.

Through the ‘one-book' model your Company is able to print books in real timebased on actual demand. This allows your Company to help the Publisher to drasticallyreduce storage and inventory costs while still meeting customer demand. Additionallythanks to a vast digital warehouse digital storage of data is a part of the value addedservice. This solution benefits not just readers everywhere as they get access to morebooks – anywhere in the world. But the largest and most significant benefit is topublishers everywhere. Suddenly the entire world is a market with content becomingavailable to anyone anywhere.

Tie-ups with online giants

To harness the opportunities in publishing that these disruptive technologies arecreating your Company has forged a new alliance with the US based Ingram Content GroupInc. This alliance is opening up a new market for publishers and helping them reach morereaders across the world.

Your Company has tie-ups with international and Indian e-retailers like Amazon andFlipkart to enable the listing of publishers' titles on e-tail sites giving the readersaccess to global titles with significantly reduced lead times and price. This entire valuechain enables your Company to partner publishers to increase their revenues and reachtheir e-retail customer by providing a complete solution thereby improving efficienciesand reducing costs. is solution benefits not just readers everywhere as they get access tomore books – anywhere in the world. Suddenly the entire world is a market withcontent becoming available to anyone anywhere. By producing books after they have beenbought – your Company enables zero loss in sales. Publishers can access new marketsat the click of a button ensuring a wider reach of front list titles. It enables revivalof backlist titles. The benefit of production and fulfilment through a POD facility inIndia ensures the lowest production costs zero up-front investment zero inventory zeroforecasting zero freight costs and zero returns.

Increasing market scope :

Tapping School markets

Your Company has created a solution that ensures that publishers' titles reach eachstudent directly at home. Your Company aggregates books required by students frompublishers and lists them online on school specific pages. Once the order is placed by thestudent Your Company ensures that the student receives the kit at home. This solutionopens up newer markets for the publisher and there is an increase in sales while thelogisitics are minimised. The school parents and students are able to avail of thebenefits of technology to have books delivered at home at the click of a button.

Partnering publishers in their growth plans – One book to a million

Your Company partners with its customers right from creating and managing publishers'content; to producing it in the required format print or digital; to ensuring books ore-books reach the end user anywhere in the world. Your Company is leveraging its strongrelationships with publishers over the last 2 decades to become the largest aggregator ofcontent. This gives your Company a significant competitive advantage. Your Company hastie-up with MNC publishers and is able to tie-up business models which are annual innature and hence offer predictable revenues and enable better planning and realisations.

Your Company is providing integrated services and end-to-end solution to content ownerslike educational publishers in India and globally. Your Company has a market leadership invirtually all educational segments and products – from textbooks supplementarybooks distance learning vocational courseware etc. your Company is able to offer valueadded services to all its clients and hence the publisher can concentrate on his corecompetence which is to create the demand and fulfill it while your Company is a strategicpartner for creating producing and delivering the books anywhere in the world.

Your Company has strong relationships with the key publishers in over 27 countries inAfrica. With a first mover advantage and a deep understanding of the business environmentthis segment has tremendous potential – especially once the challenges in somecountries in Africa are resolved. Your Company also has strong relationships withmultinational publishers in the UK and USA. The e-retail solution is global in nature andwill help foster deeper relationships with multinational publishers and give the exportpotential a fillip. The extensive network of e-channels will also open up newopportunities.

Your Company has created custom built infrastructure in a Special Economic Zone (SEZ)which offers the benefits of cost and time like never before. Its value added servicescontinue to enable your Company stay ahead and your Company continues to remain astrategic partner for creating producing and delivering the books anywhere in the world.

Innovating for the Future

With the online space exploding and the book market on the growth trajectory yourCompany is anticipating and planning for the change that is taking place. Your Company isalways innovating to keep pace with the changing market trends to ride the opportunitiesthat lead to growth. Your Company is ready to seize the change and is committed to makingthe most of the opportunities that the future will bring.

Your Company is also committed to the consolidation strategy implemented two years ago– which has borne fruit. The global economy has remained volatile for the lastseveral years. The consolidation strategy entails a focus on working with the"right" customers; on ensuring financial consolidation specially in Africa; oncash flows and collections; on reducing debt; and on improving financial ratios and areduction of expenses.

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 2017-18 underreview and the same is given in a separate section of this Annual Report.

EMPLOYEE STOCK OPTIONS SCHEMES (ESOP)

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 the Company has granted 400000 options to theemployees however there has been no exercise of ESOPs and hence there is no allotment.

SHARE CAPITAL

During the year under review Company had issued 592592 equity shares of the facevalue of Rs. 10 each fully paid-up to Malabar India Fund Limited Malabar Value Fund andKedia Securities Pvt. Ltd. on a preferential basis pursuant to the provisions of Section62 of the Companies Act 2013 and other applicable provisions if any.

As a result of the above the outstanding issued subscribed and paid-up equity sharesincrease from 10903759 to 11496351 equity shares of Rs. 10/- each fully paid up as atMarch 31 2018.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve.

PUBLIC DEPOSITS

During the financial year 2017-18 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

DIVIDEND

During the current financial year your Directors have not recommended dividend for thefinancial year under review because the Company decided to open new location for expansionof its business to reach out to new market segment and hence the Company require funds forgrowth.

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 statementsfor the financial year ended March 31 2018 are self-explanatory and therefore do notrequire for 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. MMJC &Associates LLP Practicing Company Secretaries have been appointed to undertake theSecretarial Audit of the Company for the year ended March 31 2018. The Secretarial AuditReport is set out in the "Annexure B" which forms an integral part ofthis report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark except the following: Company has appointed Statutory Auditor for a period oftwo years instead of five consecutive years under section 139(1) of the Companies Act2013.

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. MMJC & Associates LLPPracticing company Secretaries as the Secretarial Auditor of the Company for thefinancial year ending March 31 2019. The Company has received their consent for the saidappointment.

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 Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014are set out 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. Further the corresponding shares will betransferred as per the requirements of the IEPF rules details of which are provided onour 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 anycontracts/ arrangements/ transactions with related parties which could be consideredmaterial in accordance with the policy of the Company on material related partytransactions or under Section 188(1) of the Companies Act 2013. Accordingly there are noparticulars to report in 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

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial 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 an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business 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 closedwhen the Compliance Officer determines that a designated person or class of designatedpersons can reasonably be expected to have possession of unpublished price sensitiveinformation. The Company Secretary of the Company has been designated as ComplianceOfficer to administer the Code of Conduct and other requirements under SEBI (Prohibitionof 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 Directorsand employees to bring to the attention of the management.

Your Company is committed to highest standards of ethical moral and legal businessconduct. Your Company has Vigil Mechanism/Whistle Blower Policy as per provisions ofSection 177 (10) of the Companies Act 2013 and Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The policy provides for aframework and process whereby concerns can be raised by its employees against any kind ofdiscrimination harassment victimisation or any other unfair practice being adoptedagainst them. More details on the Vigil Mechanism and the Whistle Blower Policy of yourCompany have been outlined in the Corporate Governance Report which forms part of thisreport.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on February 8 2018 reviewed theCorporate Social Responsibility (CSR) Policy of the Company required under the provisionsof Section 135 of the Companies Act 2013 read with the Companies (CSR Policy) Rules2014. The CSR Policy outlines the CSR activities of your Company with the focus area beingeducation and providing education tools and enhancing Educational and Learning outcomes.

Digital solution in education to enhanced learning has been identified as a key CSRactivity of the Company.

The Company have not spent money towards CSR due to cash flow crunch during thefinancial year 2017-18.

In years to come Company looks forward to be proactively engaged with employeescustomers and the communities on a larger scale where the CSR creates a footprint andattains the level of ‘Value Creation' promoting sustainable business model.

The CSR Committee confirms that the implementation and monitoring of the CSR Policy isin compliance with the CSR objectives and Policy of the Company.

DIRECTORS

Board of Directors and Key Managerial Personnel

i. Appointment

During the year there were no changes in the composition of the Board of Directors.

ii. Resignation

None of the Directors of the Company has resigned as Director of the Company.

Retirement by Rotation

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 proposed to retire by rotation at theensuing Annual General Meeting (AGM) and being eligible offers himself forre-appointment. The Board recommends his re-appointment.

The Nomination and Remuneration Committee and Board of Directors of the Company haverecommended the reappointment of Dr. Pramod Khera as Whole-time Director of the Companyupon expiry of his present term of office for a further period of 5 years as mentioned inthe Resolution seeking Members' approval at the ensuing AGM. Necessary informationincluding the applicable terms and conditions and the proposed remuneration is given inthe said Resolution and the explanatory statement included in the Notice convening theensuing AGM. Details about the directors are given in the accompanying Notice of AGM andCorporate Governance Report.

AUDITORS

M/s. B S R & Co. LLP Chartered Accountants (Registration No. 101248W/W-100022) beand is hereby appointed as Statutory Auditors of the Company for a term of 5 (Five)consecutive years from the conclusion of this AGM till the conclusion of the irtieth(30th) AGM of the Company. They confirmed their eligibility to the effect that theirappointment if made would be within the prescribed limit under the Act and they are notdisqualified for appointment. Your Company has received written consent and a certificatestating that they satisfy the criteria provided under Section 141 of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014 and that the appointment ifmade shall be in accordance with the applicable provisions of the Companies Act 2013 andrules issued thereunder.

The Audit Committee and the Board of Directors recommend the appointment of M/s. B S R& Co. LLP Chartered Accountants as the Auditors of your Company for the period offive years from the conclusion of this AGM to the conclusion of the irtieth AGM of theCompany.

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 2013read with the Companies (Accounts) Rules 2014 is set out herewith as "AnnexureD" 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 thecertificate as required under Schedule V (E) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 from the Practicing Company Secretary confirmingcompliance of the conditions of Corporate Governance as stipulated under the ListingRegulations is appended to this report.

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 E" to thisReport.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Company's Act 2013 that he/she meets the criteria of independencelaid down in compliance with Section 149 (6) of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been takenon 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 theIndependent Directors was carried out by the entire Board and the performance evaluationof the Chairman and Non-Independent Directors was carried out by the Independent Directorsin 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 Companywww.reproindialtd.com.

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

During the year your Board met 5 (five) 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 interms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andSection 178 of the Companies Act 2013. The constitution and other relevant details of theCommittee are 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.

COMPANY SECRETARY AND COMPLIANCE OFFICER

Ms. Kajal Damania acts as a Company Secretary Compliance Officer and Key ManagerialPersonnel of the Company with effect from October 7 2017 due to resignation of Ms. DimpleChopra on October 6 2017.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at March 31 2018 and of the profitand loss of the Company for the financial year ended March 31 2018;

(c) 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;

(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

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

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.

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.

ACKNOWLEDGEMENT

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: May 24 2018

ANNEXURE A – DIRECTORS' REPORT

Statement containing salient features of the financials statements ofSubsidiaries/Associate Companies/Joint Ventures The financial performances of each of theSubsidiaries included in the consolidated financial statements are detailed below:

( Rs. in Lakhs)

Turnover

Profit/(Loss) Before Tax

Profit/(Loss) Affser Tax

Sl. No. Name of the Subsidiary Current Period Previous Period Growth (%) Current Period Previous Period Growth (%) Current Period Previous Period Growth (%)
1 Repro Innovative Digiprint Limited 39.36 837.50 -95% -727.54 106.84 -781% -727.54 106.84 -781%
2 Repro Knowledgecast Limited 6812.92 2928.95 133% -654.34 -354.75 -84% -654.34 354.75 -84%
For and on behalf of the Board of Directors
Vinod Vohra Sanjeev Vohra Kajal Damania
Chairman Managing Director Company Secretary & Compliance Officer
Place: Mumbai
Date: May 24 2018