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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Directors Report of Raghuvir Synthetics Ltd.

Mar 31, 2025

The Directors are pleased to present their 43rd Annual Report on the business and operations of the
Company and the Audited Financial Accounts for the Year ended 31st March, 2025.

FINANCIAL RESULTS : (Rs. In Lakhs)

Particulars	Stand	alone	Consolidated
	For the	For the	For the	For the
	year ended	year ended	year ended	year ended
	on 31st	on 31st	on 31st	on 31st
	March, 2025	March, 2024	March, 2025	March, 2024
Net Total Income	33688.23	24398.80	33670.39	24426.25
Less: Operating and Administrative Expenses	31937.03	23114.02	31926.42	23150.38
Profit/(Loss) before Depreciation and Taxes	1751.2	1284.78	1743.97	1275.87
Less: Depreciation and Amortization	872.08	762.62	872.08	762.61
Less: Extraordinary/Exceptional Items	-	-	-	-
Profit/(Loss) before Tax (PBT)	879.12	522.16	871.89	513.26
Less: Taxes (including deferred tax)	(27.09)	47.92	(27.09)	47.92
Profit/(Loss) after Tax (PAT)	906.21	474.24	898.98	465.34
Other Comprehensive Income:
Items that will not be reclassified to	(2.70)	3.23	(2.70)	3.23
Profit or Loss
Remeasurement of defined Benefit Plans Tax	0.66	(0.90)	0.66	(0.90)
relating to Remeasurement of the defined
Benefit Plans
Total other Comprehensive Income, net of Tax	(2.04)	2.33	(2.04)	2.33
Total Comprehensive Income for the Year	904.17	476.57	896.94	467.67
Profit/(Loss) for the Year Attributable to:
Owners of the Parent	NA	NA	900.46	472.03
Non-controlling Interest	NA	NA	(3.52)	(4.36)
Earnings Per Equity Share
Basic	2.34	1.22	2.32	1.20
Diluted	2.34	1.22	2.32	1.20

HIGHLIGHTS OF PERFORMANCE & STATE OF THE COMPANYâS AFFAIRS:

During the year under review, the Company has earned Total Income of Rs. 33688.23 Lakhs as
compared to Rs. 24398.80 Lakhs in the previous year and incurred profit of Rs. 906.21 Lakhs as
compared to the Profit of Rs. 474.24 Lakhs in the previous year. The Company has earned more than
double profit during the year under review as compared to the profit of the previous year.

DIVIDEND:

Keeping in view the financial results and in order to conserve financial resources for the future requirement
of the fund, your Directors do not recommend any dividend during the year under review.

RESERVES AND SURPLUS:

Balance of General Reserves of Rs.160.21 Lakhs at the end of the year remained same as of the
previous year.

PUBLIC DEPOSITS:

During the year under review, your Company has not invited or accepted any Deposits from the public/
members pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 (âthe Actâ) read
together with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

The Companyâs Paid-up Equity Share Capital continues to stand at Rs.387.50 Lakhs as on 31st March,
2025. During the year under review, the Company has not issued any Shares or Securities.

SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY:

Dreamsoft Bedsheets Private Limited is a Subsidiary of the Company. Hence, pursuant to the provisions
of Section 129(3) of the Act, a statement containing the salient features of Financial Statements of the
Companyâs Subsidiary in Form AOC-1 is annexed as Annexure-A to this Report.

No Company has become an associate or joint venture of your Company during the year under review.

THE CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year under review.
ANNUAL RETURN AS PER SECTION 92(3) OF THE ACT:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March,
2025 is available on the Companyâs website, http://www.raghuvir.com/annual_report.html.

RELATED PARTY TRANSACTIONS:

In compliance with the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (âthe Listing Regulationsâ), the Company has formulated a Policy on Related Party Transactions
(RPTs) and manner of dealing with RPTs. The updated Policy can be accessed on the Companyâs
website, http://www.raghuvir.com/policies.html

All transactions with related parties during the FY 2024-25 were reviewed and approved by the Audit
Committee and were at Armâs Length Price (ALP) and in the Ordinary Course of Business (OCB). Prior
omnibus approval was obtained for all RPTs which were of repetitive nature and entered in the OCB
and on an ALP basis. The transactions entered into pursuant to the omnibus approval so granted were
reviewed by Audit Committee on quarterly basis.

During the year under review, your Company has entered into related party transactions in terms of
Section 188 of the Act, the details whereof are provided in Form AOC-2 which forms an integral part
of this Report as Annexure-B.

Approval of Members is being sought for the material RPTs for the FY 2025-26 at the ensuing Annual
General Meeting (âAGMâ), details regarding material related party transactions are provided in the
Notice calling the ensuing AGM and explanatory statement thereof.

BOARD MEETINGS HELD DURING THE YEAR:

Sr. No.	Date on which board Meetings were held	Total Strength of the Board	No of Directors Present
1.	22/05/2024	8	8
2.	28/05/2024	8	8
3.	08/06/2024	8	8
4.	09/06/2024	8	8
5.	05/08/2024	8	8
6.	09/09/2024	8	8
7.	27/09/2024	8	8
8.	03/10/2024	8	8
9.	11/10/2024	8	8
10.	12/11/2024	8	8
11.	08/01/2025	8	8
12.	11/02/2025	8	8
13.	26/03/2025	8	8

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS:

S.N.	Name of Directors	No. of Meeting Held	No. of Meeting Attended
1.	Mr. Sunil Raghubirprasad Agarwal	13	13
2.	Mr. Yash Sunil Agarwal	13	13
3.	Mr. Hardik Sunil Agarwal	13	13
4.	Mr. Anup Ramniwas Agarwal	13	13
5.	Mr. Samirbhai Rameshbhai Sheth	04	04
6.	Mr. Kamalbhai Bansilal Patel	04	04
7.	Mrs. Pamita Sunil Agarwal	13	13
8.	Mr. Nishit Chandulal Joshi	13	13
9.	Mr. Punam Bhailalbhai Patel	09	09
10.	Mr. Alpesh Dineshkumar Shah	09	09

THE DETAILS OF CHANGE IN DIRECTORS OR KMP DURING THE YEAR AND AS ON DATE OF THIS

REPORT DETAILS OF COMMITTEES OF BOARD OF DIRECTORS:

? In terms of Section 152 of the Act, Mrs. Pamita Sunil Agarwal (DIN:07135868) is liable to retire by
rotation at forthcoming AGM and being eligible, offers herself for re-appointment. A brief resume
of Mrs. Pamita Sunil Agarwal (DIN: 07135868), Director (Non-Executive) being proposed to be reÂ¬
appointed with the nature of their expertise, their shareholding in the Company as stipulated under
as required under Regulation 36(3) of the Listing Regulations, is annexed to the Notice of the
ensuing AGM.

? Designations of Mr. Yash Sunil Agarwal (DIN: 02170408) and Mr. Hardik Sunil Agarwal
(DIN- 03546802) changed from Non-Executive Directors to Joint Managing Directors (Executive
Directors) w.e.f. 5^th August, 2024.

? Mr. Kamalbhai Bansilal Patel (DIN: 02740853) and Mr. Samirbhai Rameshbhai Sheth (DIN:01285752)
completed their second consecutive term as Independent Directors of the Company and
consequently, ceased to be Directors of the Company w.e.f. 9th June, 2024 after closing of
business hours.

? Mr. Punambhai Bhailalbhai Patel (DIN: 10661796) and Mr. Alpesh Dineshkumar Shah (DIN:
10661799) were appointed by the Board of Directors as Additional Directors (Non-executive &
Independent) w.e.f. 9th June, 2024. Thereafter, they have been regularized as Independent
Directors by the members in the AGM held on 4th September, 2024.

? Mrs. Aditi Khandelwal resigned as the Company Secretary & Compliance Officer of the Company
w.e.f. 3rd October, 2024.

? Ms. Deepika Ladha was appointed as the Company Secretary & Compliance Officer w.e.f. 26th
March, 2025.

? Details of Committees of the Board of Directors are provided in the Corporate Governance Report
forming part of this Report.

INDEPENDENT DIRECTORS:

? Mr. Anup Ramniwas Agarwal, Mr. Nishit Chandulal Joshi, Punam Bhailalbhai Patel and Alpesh
Dineshkumar Shah Independent Directors of the Company have registered their name in the
Independent Director Databank. Mr. Anup Ramniwas Agarwal and Mr. Nishit Chandulal Joshi are
exempted from the online proficiency self-assessment test with respect to registration of Independent
Director in a Company, on the date of commencement of the Companies (Appointment and
Qualification of Directors) Fifth Amendment Rules, 2019, Ministry Of Corporate Affairs Notification
dated 22nd October, 2019 in exercise of the powers conferred by Section 149 read with Section
469 of the Act, the Central Government amend the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The Company has received necessary Declaration from each Independent Director under Section
149(7) of the Act, that they meet the criteria of independence laid down in Section 149(6) of the
Act and Regulation 16(1 )(b) of the Listing Regulations.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company, in a separate meeting held on 24th March, 2025, inter
alia, discussed the following:

? Reviewed the performance of Non-Independent Directors of the Company and the Board as a
whole.

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

? Assessed the quality, quantity and timelines of flow of information between the Company,
management and the Board that is necessary for the Board to effectively and reasonable perform
their duties.

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

BOARD, COMMITTEE AND INDIVIDUAL DIRECTOR EVALUATION:

Company, the Nomination and Remuneration Committee provides ratings based on each criteria and
sub-criteria in accordance with the Nomination and Remuneration Policy of the Company, the Code of
Conduct of the Directors and the criteria for the evaluation of the performance as prescribed in Directorsâ
Performance Evaluation Policy. The Directorsâ Performance Evaluation Policy is also disclose website of
the Company, http://www.raghuvir.com/policies.html.

The meeting for the purpose of evaluation of performance of Board Members by Nomination and
Remuneration Committee was held on 26.03.2025. The members of the Committee expressed their
satisfaction with the evaluation process.

AUDITORS:

? STATUTORY AUDITORS & ITS AUDIT REPORT

At the 40th Annual General Meeting (âAGMâ) of the Company held on 26th September, 2022,
M/s. G. K. Choksi & Co., Chartered Accountants, having FRN: 101895W, was appointed as the
Statutory Auditors of the Company for a term of 5 years, to hold office till the conclusion of the
45th AGM of the Company.

The Notes on Financial Statements (including the Consolidated Financial Statements) referred
to in the Auditors Report are self-explanatory and do not call for any further comments. The
Auditorsâ Report does not contain any qualification, reservation, adverse remarks or except the
following:

Subsequent to the signing of the Balance Sheet for the year under review, the Directorate General
of GST Intelligence (âDGGIâ), Ahmedabad Zonal Units, had initiated search operations under
Section 67 of the Central Goods and Service Tax Act, 2017, at the registered office/ factory of the
Company at Rakhial, Ahmedabad. The officials concluded such search operations recently i.e. in
the first quarter of the FY 2025-26. During the period of search, the Company fully cooperated
with the officials and responded to all clarifications and details sought by them. This has not
impacted the operations of the Company which have continued as usual.

Upon oral instruction of the officials, the Company made a payment of Rs.188 Lakhs under
protest. As of the date of signing of the financial statements for the FY 2024-25, the Company
has not received any formal communication from the authorities. The management does not
expect any adverse consequences from these search operations on the Company''s financial or
operational position.

The Company will recognize the requisite liability or disclose a contingent liability, if any, when such
a liability materialize upon the initiation of formal proceedings by the DGGI, Ahmedabad Zonal
Units.

We have not qualified our report in this regard.

Boardâs Explanation:

Auditorâs comment is self-explanatory and does not require any further explanation from the
Board.

? REPORTING OF FRAUD BY STATUTORY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud in
respect of the Company, its officers or employees under Section 143(12) of the Act.

? SECRETARIAL AUDITOR & ITS REPORT

M/s. Jinang Shah & Associates Company Secretaries (Mem. No.: 10649 and COP: 14215), was
appointed to conduct the Secretarial Audit of the Company for the Financial Year 2024-2025, as
required under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report
in Form MR-3 for the FY 2024-2025 forms part of this Report as Annexure-C.

In terms of provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations,
the appointment of M/s. Jinang Shah & Associates, Company Secretaries (Mem. No.: 10649 and
COP: 14215) is hereby recommended by the Board of Directors to the members for their approval
by an ordinary resolution for a term of 5 consecutive years from the conclusion of this 43_rd AGM
until the conclusion of the 48_th AGM of the Company to be held in the year 2030. The Secretarial
Auditor has confirmed that they hold valid Certificate issued by the Peer Review Board of the
Institute of Company Secretaries of India and provided their Consent cum Eligibility Certificate for
such appointment.

The Secretarial Audit Report are self-explanatory and does not contain any qualification, reservation,
adverse remarks or disclaimers except the following observations:

Auditorâs Comments:

The status of the Company in the Calcutta Stock Exchange Limited (âthe Stock Exchangeâ) is
found to be âSuspendedâ during the Audit Period. The Company has paid fees for revocation of
suspension to the Stock Exchange and also filled required documents for revocation of suspension
from the Stock Exchange. The process of revocation of suspension is pending at the end of the
actions to be taken by the Stock Exchange.

Ms. Aditi Khandelwal having Membership No.: A65823 was resigned from the post of Company
Secretary & Compliance Officer of the Company w.e.f. 03.10.2024 and Ms. Deepika Ladha having
Membership No: A64281 was appointed as the Company Secretary & Compliance Officer of the
Company w.e.f. 26.03.2025. This caused delay in filling the vacancy of the Company Secretary
& Compliance Officer of the Company within the stipulated time of three months as provided in
the Regulation 6(1A) of the LOdR Regulations.

Boardâs Explanation:

Auditorâs observation is self-explanatory and does not require any further explanation from the
Board. With regards to filling the vacancy of the Compliance Officer & Company Secretary of the
Company beyond the stipulated period of 3 months. The Company has made continuous efforts
for finding another suitable candidate for the post of the Compliance Officer & Company Secretary
of the Company. The Company has posted such vacancy in the newspaper, placement portal of
the ICSI and various other sources.

The Secretarial Compliance Report has been filed with the Stock Exchange and is also disclosed
on the website of the Company at https://www.raghuvir.com/annual_report.html.

? INTERNAL AUDITOR

The Board of Directors has appointed M/s. Ashok K. Bhatt & Co. (Firm Registration No. 100657W)
as the Internal Auditor of your Company for the Financial Year 2025-26. Findings of the Internal
Auditor was satisfactory. As per the Report of the Internal Auditor, there exist a proper internal
checks and controls in the Company.

? COST AUDITOR

Pursuant to the provisions of Section 148 of the Act and the Companies (Cost Records and Audit)
Rules, 2014, the Company is required to maintain its cost records and get the same audited by
a Cost Accountant in Practice. Accordingly, the cost records are made and maintained by the
Company as required under Section 148(1) of the Act.

During the year under review, M/s. Anuj Aggarwal & Co., Cost Accountants (FRN: 102409) were
appointed as the Cost Auditors of the Company for the FY 2024-25 for conducting the audit of
cost records of the Company. Your Company is maintaining the requisite cost records and the
Cost Audit Report for the FY 2024-25 which shall be filed with the Ministry of Corporate Affairs
in due course.

The Board has, based on the recommendation of the Audit Committee, approved the re-appointment
of M/s. Anuj Aggarwal & Co., Cost Accountants (FRN- 102409) as the Cost Auditors of the
Company for the Financial Year 2025-26. As per provisions of the Act, the remuneration payable
to Cost Auditors is required to be approved by the members in a General Meeting. Accordingly,
a resolution seeking membersâ ratification for the remuneration payable to M/s. Anuj Aggarwal &
Co. is included in the Notice convening the AGM.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186:

Particulars of loans, guarantees, securities and investments under Section 186 of the Act, wherever
applicable, have been disclosed in the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule
V to the Listing Regulations, forms part of this Report as Annexure-D.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management
Discussion & Analysis Report, which forms part of this report.

CORPORATE GOVERNANCE:

Your Company has complied with all the requirements of the Corporate Governance in true letter and
spirit as prescribed in the Listing Regulations and the Act read with rules made thereunder. In line with
the Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing
Company Secretary, certifying compliance with conditions of Corporate Governance, is annexed to this
Report as Annexure-E.

AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rules made thereunder
and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has in place Audit Committee. As on 31st March, 2025 , Audit Committee comprises of 3
members and all members are Independent Directors there are no instances where the Board had not
accepted the recommendations of the Audit Committee. The composition and the functions of the Audit
Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance,
which is forming a part of this report.

During the financial year under review the Audit Committee composition has been revised w.e.f 09.06.2024,
Audit Committee comprises of 3 members and all members are Independent Directors. The Audit
Committee composition are as follows:

Name of the Member	Designation	Category
Mr. Nishit Chandulal Joshi	Chairman	Independent & Non-Executive
Mr. Anup Ramnivas Agarwal	Member	Independent & Non-Executive
*Mr. Alpesh Dineshkunar Shah	Member	Independent & Non-Executive

*Alpesh Dineshkumar Shah was appointed as the member of the committee w.e.f 09.06.2024 and Mr.
Kamalbhai Bansilal Patel and Mr. Samirbhai Rameshbhai Sheth, Independent Directors ceased as
members of the committee due to resignation from the Board.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 read with Rules made thereunder
and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has in place Nomination And Remuneration Committee As on 31st March, 2025 Nomination
and Remuneration Committee comprises of 3 members and all members are Independent Directors. The

functions of the Nomination and Remuneration Committee of the Board of Directors of the Company is
disclosed in the Report on Corporate Governance, which is forming a part of this report.

During the financial year under review the Nomination & Remuneration Committee composition has been
revised w.e.f 09.06.2024, Nomination and Remuneration Committee comprises of 3 members and all

members are Independent Directors The composition are as follows â

Name of the Member	Designation	Category
Mr. Nishit Chandulal Joshi	Chairman	Independent & Non-Executive
Mr. Anup Ramnivas AAgarwal	Member	Independent & Non-Executive
*Mr. Alpesh Dineshkunar Shah	Member	Independent & Non-Executive

*Alpesh Dineshkumar Shah was appointed as the member of the committee w.e.f 09.06.2024 and
Mr. Kamalbhai Bansilal Patel and Mr. Samirbhai Rameshbhai Sheth, Independent Directors ceased as
members of the committee due to resignation from the Board.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders Relationship Committee (âthe Committeeâ or âSRCâ) in
compliance with the provisions of Section 178(5) of the Act and Regulation 20 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODRâ). As on 31st March, 2025
Stakeholder Relationship Committee comprises of 3 members and all members are Independent Directors.
The functions of the Stakeholder Relationship Committee of the Board of Directors of the Company is
disclosed in the Report on Corporate Governance, which is forming a part of this report.

During the financial year under review the Stakeholder Relationship Committee composition has been
revised w.e.f 09.06.2024, Stakeholder Relationship Committee comprises of 3 members and all members
are Independent Directors. The composition are as follows:

Name of the Member	Designation	Category
Mr. Nishit Chandulal Joshi	Chairman	Independent & Non-Executive
Mr. Anup Ramnivas Agarwal	Member	Independent & Non-Executive
*Mr. Alpesh Dineshkunar Shah	Member	Independent & Non-Executive

*Alpesh Dineshkumar Shah was appointed as the member of the committee w.e.f 09.06.2024 2024 and
Mr. Kamalbhai Bansilal Patel, and Mr. Samirbhai Rameshbhai Sheth, Independent Directors ceased as
members of the committee due to resignation from the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators or Courts or Tribunals during
the year under review.

MATERIAL CHANGES BETWEEN THE DATES OF THE END OF FINANCIAL YEAR AND THE DIRECTORSâ
REPORT:

There have been no material changes and commitments, affecting the financial position of the Company
between the end of the Financial Year of the Company to which the Financial Statements relate and
the date of the Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPOTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo
as required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, are provided in Annexure-F to the Directorsâ Report and forms part of this Report.

SECRETARIAL STANDARD COMPLIANCE:

During the year under review, the Company has complied with all applicable Secretarial Standards
issued by Institute of Company Secretaries of India and approved by the Central Government pursuant
to Section 118 of the Act.

CORPORATE MANAGEMENT & RISK MANAGEMENT POLICY:

The Board of Directors have developed and implemented a robust Risk Management Policy which
identifies the key elements of risks that threatens the existence of the Company. The Audit Committee
reviews the Companyâs financial and risk management policies and steps taken by the Company to
mitigate such risks at regular intervals. The Policy can be accessed on the Companyâs website, http:/
/www. raghuvir.com/policies.html.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Clause is not applicable to company for the Financial Year 2024-2025.

PREVENTION OF SEXUAL HARASSMENT POLICY:

In order to comply with provisions of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules framed thereunder, the Company has formulated and
implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment
of women at the workplace. All women employees either permanent, temporary or contractual are
covered under the above policy. The said policy has been uploaded on the website of the Company
at http://www.raghuvir.com/policies.html. As per the requirement of the provisions of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rules made
thereunder, the Company has constituted Internal Complaints Committees as per requirement of this Act
which are responsible for redressal of complaints relating to sexual harassment against woman at
workplace.

Your Directors state that during the year under review, there were no cases filed pursuant to the
aforesaid Act.

DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability,
state the following:

a) That in the preparation of the annual financial statements for the year ended 31st March, 2025,
the applicable accounting standards have been followed along with proper explanation relating to
material departures, if any;

b) That such accounting policies as mentioned in Notes to the Financial Statements have been

selected and applied consistently and judgement and estimates have been made that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st
March, 2025 and of the profit of the Company for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate

and were operating effectively;

f) That systems to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly,

the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions
of Section 177(10) of the Act and Regulation 22 of the Listing Regulations. Employees can raise any
suspected or actual violations to the Code of Conduct. Specifically, employees can raise concerns
regarding any discrimination, harassment, victimization, any other unfair practice being adopted against
them or any instances of fraud by or against your Company. Your Directors state that during the year
under review, there were no cases filed pursuant to the aforesaid Act.

PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions
of Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure-G to this report.

No employee has received remuneration in excess of the limits set out in Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY
2024-25.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE ACT:

The Policy of the Company on directors'' appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under SubÂ¬
section (3) of Section 178 of the Act, adopted by the Committee, forms part of this Report as Annexure-
H and also available on the website of the Company at http://www.raghuvir.com/policies.html.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation to the devoted services of the workers, staff
and the officers who largely contributed to the efficient management of the Company in the difficult
times. The Directors place on record their appreciation for the continued support of the shareholders
of the Company. The Directors also take this opportunity to express their grateful appreciation for
assistance and cooperation received from the bankers, vendors and stakeholders including financial
institutions, Central and State Government authorities, other business associates, who have extended
their valuable sustained support and encouragement during the year under review.

Date : 01/09/2025 For and on behalf of the Board of Directors

Place : AHMEDABAD For, Raghuvir Synthetics Limited

Sunil Raghubirprasad Agarwal

(Chairman & Managing Director)
DIN : 00265303

Mar 31, 2024

The Directors are pleased to present their 42ND Annual Report on the business and operations of the Company and the Audited Financial Accounts for the Year ended 31st March, 2024.

FINANCIAL RESULTS : (Rs. In Lakhs)

Particulars	Stand	alone	Consolidated
	For the year ended on 31st March, 2024	For the year ended on 31st March, 2023	For the year ended on 31st March, 2024	For the year ended on 31st March, 2023
Net Total Income	24398.80	9599.39	24426.25	9602.31
Less: Operating and Administrative Expenses	23114.02	10063.5	23150.38	10067.79
Profit/ (Loss) before Depreciation and Taxes	1284.78	(464.11)	1275.87	(465.48)
Less: Depreciation and Amortization	762.62	665.16	762.61	665.16
Less: Extraordinary/Exceptional Items	0	0	0	0
Profit/ (Loss) before Tax (PBT)	522.16	(1129.27)	513.26	(1130.64)
Less: Taxes (including deferred tax)	47.92	(147.45)	47.92	(147.44)
Profit/ (Loss) after Tax (PAT)	474.24	(981.82)	465.34	(983.20)
Other Comprehensive Income: Items that will not be reclassified to Profit or Loss-
Remeasurement of defined Benefit Plans	3.23	8.01	3.23	8.01
Tax relating to Remeasurement of the defined Benefit
Plans	(0.90)	(2.23)	(0.90)	(2.23)
Total other Comprehensive Income, net of Tax	2.33	5.78	2.33	5.78
Total Comprehensive Income for the Year	476.57	(976.04)	467.67	(977.42)
Profit/ (Loss) for the Year Attributable to:
Owners of the Parent	NA	NA	472.03	(982.52)
Non-controlling Interest	NA	NA	(4.36)	(0.68)
Earnings Per Equity Share
Basic	1.22	(2.53)	1.20	(2.54)
Diluted	1.22	(2.53)	1.20	(2.54)

HIGHLIGHTS OF PERFORMANCE & STATE OF THE COMPANYâS AFFAIRS:

During the year under review, the Company has earned Total Income of Rs. 24398.80 Lakhs as compared to Rs. 9599.39 Lakhs in the previous year and incurred profit of Rs.474.24 Lakhs as compared to the Loss of Rs. 981.82 Lakhs in the previous year.

DIVIDEND:

Keeping in view the financial results and in order to conserve financial resources for the future requirement of the fund, your Directors do not recommend any dividend during the year under review.

RESERVES AND SURPLUS:

Balance of General Reserves of Rs.160.21 Lakhs at the end of the year remained same as of the previous year.

PUBLIC DEPOSITS:

During the year under review, your Company has not invited or accepted any Deposits from the public/ members pursuant to the provisions of Sections 73 and 76 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (âthe Actâ) and the Companies (Acceptance of Deposits) 4Rules, 2014.

SHARE CAPITAL:

The Companyâs Paid-up Equity Share Capital continues to stand at Rs.387.50 Lakhs as on 31st March, 2024. During the year under review, the Company has not issued any Shares or Securities.

SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY:

Dreamsoft Bedsheets Private Limited is a Subsidiary of the Company. Hence, pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of Financial Statements of the Companyâs Subsidiary in Form AOC-1 is annexed as Annexure-A to this Report.

No Company has become an associate or joint venture of your Company during the year under review.

THE CHANGE IN NATURE OF BUSINESS:

There is no change in the business of the Company during the year under review.

ANNUAL RETURN AS PER SECTION 92(3) OF THE ACT:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2024 will be available on the Companyâs website, http://www.raghuvir.com/annual_report.html.

RELATED PARTY TRANSACTIONS:

In compliance with the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Company has formulated a Policy on Related Party Transactions (RPTs) and manner of dealing with RPTs. The updated Policy can be accessed on the Companyâs website, http://www.raghuvir.com/policies.html.

All transactions with related parties during the FY 2023-24 were reviewed and approved by the Audit Committee and were at Armâs Length Price (ALP) and in the Ordinary Course of Business (OCB). Prior omnibus approval was obtained for all RPTs which were of repetitive nature and entered in the OCB and on an ALP basis. The transactions entered into pursuant to the omnibus approval so granted were reviewed by Audit Committee on quarterly basis.

During the year under review, your Company has entered into related party transactions in terms of Section 188 of the Act, the details whereof are provided in Form AOC-2 which forms an integral part of this Report as Annexure-B.

Approval of Members is being sought for the material RPTs for the FY 2024-25 at the ensuing Annual General Meeting (âAGMâ), details regarding material related party transactions are provided in the Notice calling the ensuing AGM and explanatory statement thereof.

Sr. No.	Date on which board Meetings were held	Total Strength of the Board	No of Directors Present
1.	26/05/2023	8	8
2.	29/07/2023	8	8
3.	11/08/2023	8	7
4.	31/08/2023	8	8
5.	18/09/2023	8	7
6.	02/11/2023	8	8
7.	22/11/2023	8	8
8.	01/12/2023	8	8
9.	06/02/2024	8	8
10.	13/03/2024	8	8

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS:

S.N.	Name of Directors	No. of Meeting Held	No. of Meeting Attended
1.	Mr. Sunil Raghubirprasad Agarwal	10	09
2.	Mr. Yash Sunil Agarwal	10	10
3.	Mr. Hardik Sunil Agarwal	10	10
4.	Mr. Anup Ramniwas Agarwal	Â¦ 10	10
5.	Mr. Samirbhai Rameshbhai Sheth	10	10
6.	Mr. Kamalbhai Bansilal Patel	10	10
7.	Mrs. Pamita Sunil Agarwal	10	10
8.	Mr. Nishit Chandulal Joshi	10	09

THE DETAILS OF CHANGE IN DIRECTORS OR KMP DURING THE YEAR AND AS ON DATE OF THIS

REPORT DETAILS OF COMMITTEES OF BOARD OF DIRECTORS:

? In terms of Section 152 of the Act, Mr. Sunil Raghuvir Prasad Agarwal (DIN: 00265303) is liable to retire by rotation at forthcoming AGM and being eligible, offers himself for re-appointment. A brief resume of Sunil Raghuvir Prasad Agarwal (DIN: 00265303), Chairman & Managing Director (Executive) being proposed to be re-appointed with the nature of their expertise, their shareholding in the Company as stipulated under as required under Regulation 36(3) of the Listing Regulations, is annexed to the Notice of the ensuing AGM.

? Change in designation of Mr. Yash Sunil Agarwal & Mr. Hardik Sunil Agarwal from Joint Managing Director to Non-Executive Directors of the company. (w.e.f. 03rd February, 2024)

? Appointment of Mr. Yash Sunil Agarwal & Hardik Sunil Agarwal from Non-Executive Directors to Joint Managing Director. (w.e.f. 05 August 2024)

? Mr. Vikram Ramchandra Gupta, was appointed as the Chief Financial Officer (w.e.f. 01st December, 2023)

? Mrs. Aditi Khandelwal, was appointed as the Company Secretary & Compliance Officer (w.e.f. 06th February, 2024)

? Mr. Prateek Pareek resigned as the Chief Financial Officer (KMP) w.e.f. 30th November, 2023.

? Mrs. Swati Jain resigned as the Company Secretary & Compliance Officer of the Company w.e.f. 30th November, 2023.

? Cessation of Mr. Kamalbhai Bansilal Patel (DIN: 02740853) and Mr. Samirbhai Rameshbhai Sheth (DIN:01285752)who was re-appointed as an Independent Director of the company, for the second term of 5(five) consecutive years on 10th June, 2019, ceases to hold the office as an Independent Director w.e.f. 09.06.2024.

? Appointment of Punam Bhailalbhai Patel and Alpesh Dineshkumar Shah as an Additional Independent Director (w.e.f. 09.06.2024)

? Details of Committees of the Board of Directors are provided in the Corporate Governance Report forming part of this Report.

INDEPENDENT DIRECTORS:

? As on Date of this Report Mr. Anup Ramniwas Agarwal and Mr. Nishit Chandulal Joshi, Punam Bhailalbhai Patel and Alpesh Dineshkumar Shah of the Company have registered their name in the database and Mr. Anup Ramniwas Agarwal and Mr. Nishit Chandulal Joshi are exempted from the online proficiency self-assessment test with respect to registration of Independent Director in a Company, on the date of commencement of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, Ministry Of Corporate Affairs Notification dated 22nd October, 2019 in exercise of the powers conferred by Section 149 read with Section 469 of the Act, the Central Government amend the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Company has received necessary Declaration from each Independent Director under Section 149(7) of the Act, that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations.

? Appointment of Punam Bhailalbhai Patel and Alpesh Dineshkumar Shah as an Additional Independent Director (w.e.f. 09.06.2024)

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company, in a separate meeting held on 28th March, 2024, inter alia, discussed the following:

? Reviewed the performance of Non-Independent Directors of the Company and the Board as a whole.

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

? Assessed the quality, quantity and timelines of flow of information between the Company, management and the Board that is necessary for the Board to effectively and reasonable perform their duties.

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

BOARD, COMMITTEE AND INDIVIDUAL DIRECTOR EVALUATION:

Company, the Nomination and Remuneration Committee provides ratings based on each criteria and sub-criteria in accordance with the Nomination and Remuneration Policy of the Company, the Code of Conduct of the Directors and the criteria for the evaluation of the performance as prescribed in Directorsâ Performance Evaluation Policy. The Directorsâ Performance Evaluation Policy is also disclose website of the Company, http://www.raghuvir.com/policies.html.

The meeting for the purpose of evaluation of performance of Board Members by Nomination and Remuneration Committee was held on 26.05.2023, 31.08.2023, 01.12.2023 and 06.02.2024. The members of the Committee expressed their satisfaction with the evaluation process.

AUDITORS:

? STATUTORY AUDITORS & ITS AUDIT REPORT

At the 40th Annual General Meeting (âAGMâ) of the Company held on 26th September, 2022, M/s. G. K. Choksi & Co., Chartered Accountants, having FRN: 101895W, was appointed as the Statutory Auditors of the Company for a term of 5 years, to hold office till the conclusion of the 45th AGM of the Company.

The Notes on Financial Statements (including the Consolidated Financial Statements) referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remarks or disclaimer.

? REPORTING OF FRAUD BY STATUTORY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

? SECRETARIAL AUDITOR & ITS REPORT

M/s. SPAN & Co. Company Secretaries LLP (LLPIN: AAG-7017) was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2023-2024, as required under Section 204 of the Act and Rules made thereunder. Your Company has received consent from M/s. SPAN & Co. Company Secretaries LLP to act as the Secretarial Auditor for conducting audit of the secretarial records for the Financial Year ending 31st March, 2024. The Secretarial Audit Report in Form MR-3 for the FY 2023-2024 forms part of this Report as Annexure-C.

The Secretarial Audit Report are self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimers. The Secretarial Compliance Report has been filed with the Stock Exchange.

? INTERNAL AUDITOR

The Board of Directors has appointed M/s. Ashok K. Bhatt & Co. (Firm Registration No. 100657W) as the Internal Auditor of your Company for the Financial Year 2024-25. Findings of the Internal Auditor was satisfactory. As per the Report of the Internal Auditor, there exist a proper internal checks and controls in the Company.

? COST AUDITOR

Pursuant to the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain its cost records and get the same audited by a Cost Accountant in Practice. Accordingly, the cost records are made and maintained by the Company as required under Section 148(1) of the Act.

During the year under review, M/s. Anuj Aggarwal & Co., Cost Accountants (FRN: 102409) were appointed as the Cost Auditors of the Company for the FY 2023-24 for conducting the audit of cost records of the Company. Your Company is maintaining the requisite cost records and the Cost Audit Report for the FY 2023-24 which shall be filed with the Ministry of Corporate Affairs in due course.

The Board has, based on the recommendation of the Audit Committee, approved the re-appointment of M/s. Anuj Aggarwal & Co., Cost Accountants (FRN- 102409) as the Cost Auditors of the

Company for the Financial Year 2024-25. As per provisions of the Act, the remuneration payable to Cost Auditors is required to be approved by the members in a General Meeting. Accordingly, a resolution seeking membersâ ratification for the remuneration payable to M/s. Anuj Aggarwal & Co. is included in the Notice convening the AGM.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186:

Particulars of loans, guarantees, securities and investments under Section 186 of the Act, wherever applicable, have been disclosed in the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the Listing Regulations, forms part of this Report as Annexure-D.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

CORPORATE GOVERNANCE:

Your Company has complied with all the requirements of the Corporate Governance in true letter and spirit as prescribed in the Listing Regulations and the Act read with rules made thereunder. In line with the Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, is annexed to this Report as Annexure-E.

AUDIT COMMITTEE:

During the year 23-24, Audit Committee comprises of 4 members and all members are Independent Directors there are no instances where the Board had not accepted the recommendations of the Audit Committee. The composition and the functions of the Audit Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming a part of this report.

The Audit Committee composition has been revised w.e.f 09.06.2024, Audit Committee comprises of 3 members and all members are Independent Directors. The Audit Committee composition are as follows-

Name of the Member	Designation	Category
Mr. Nishit Joshi	Chairman	Independent & Non-Executive
Mr. Anup Agarwal	Member	Independent & Non-Executive
Mr. Alpesh Dineshkunar Shah	Member	Independent & Non-Executive

* Alpesh Dineshkumar Shah was appointed as the member of the committee w.e.f 09.06.2024 NOMINATION AND REMUNERATION COMMITTEE:

During the year 23-24, Nomination and Remuneration Committee comprises of 4 members and all members are Independent Directors.The functions of the Nomination and Remuneration Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming a part of this report.

The Nomination & Remuneration Committee composition has been revised w.e.f 09.06.2024, Nomination and Remuneration Committee comprises of 3 members and all members are Independent Directors. The composition are as follows -

Name of the Member	Designation	Category
Mr. Nishit Joshi	Chairman	Independent & Non-Executive
Mr. Anup Agarwal	Member	Independent & Non-Executive
Mr. Alpesh Dineshkunar Shah	Member	Independent & Non-Executive

* Alpesh Dineshkumar Shah was appointed as the member of the committee w.e.f 09.06.2024

STAKEHOLDER RELATIONSHIP COMMITTEE:

During the year 23-24, Stakeholder Relationship Committee comprises of 4 members and all members are Independent Directors. The functions of the Stakeholder Relationship Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming a part of this report.

The Stakeholder Relationship Committee composition has been revised w.e.f 09.06.2024, Stakeholder Relationship Committee comprises of 3 members and all members are Independent Directors. The composition are as follows-

Name of the Member	Designation	Category
Mr. Nishit Joshi	Chairman	Independent & Non-Executive
Mr. Anup Agarwal	Member	Independent & Non-Executive
Mr. Alpesh Dineshkunar Shah	Member	Independent & Non-Executive

* Alpesh Dineshkumar Shah was appointed as the member of the committee w.e.f 09.06.2024

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review.

MATERIAL CHANGES BETWEEN THE DATES OF THE END OF FINANCIAL YEAR AND THE DIRECTORSâ REPORT:

There have been no material changes and commitments, affecting the financial position of the Company between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPOTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are provided in Annexure-F to the Directorsâ Report and forms part of this Report.

SECRETARIAL STANDARD COMPLIANCE:

During the year under review, the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Act.

CORPORATE MANAGEMENT & RISK MANAGEMENT POLICY:

The Board of Directors have developed and implemented a robust Risk Management Policy which identifies the key elements of risks that threatens the existence of the Company. The Audit Committee reviews the Companyâs financial and risk management policies and steps taken by the Company to mitigate such risks at regular intervals. The Policy can be accessed on the Companyâs website, http://www.raghuvir.com/policies.html.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Clause is not applicable to company for the Financial Year 2023-2024.

PREVENTION OF SEXUAL HARASSMENT POLICY:

In order to comply with provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the website of the Company at http://www.raghuvir.com/policies.html. As per the requirement of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal Complaints Committees as per requirement of this Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace.

Your Directors state that during the year under review, there were no cases filed pursuant to the aforesaid Act.

DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a) That in the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That such accounting policies as mentioned in Notes to the Financial Statements have been

selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate

and were operating effectively;

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations. Employees can raise any suspected or actual violations to the Code of Conduct. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Your Directors state that during the year under review, there were no cases filed pursuant to the aforesaid Act.

PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-G to this report.

No employee has received remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2023-24.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE ACT:

The Policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Act, adopted by the Committee, forms part of this Report as Annexure-H and also available on the website of the Company at http://www.raghuvir.com/ policies.html.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely contributed to the efficient management of the Company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for assistance and cooperation received from the bankers, vendors and stakeholders including financial institutions, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

Date : 05/08/2024 BY ORDER OF THE BOARD OF DIRECTORS

PLACE : AHMEDABAD FOR, RAGHUVIR SYNTHETICS LIMITED

SUNIL R. AGARWAL

(Chairman & Managing Director) DIN : 00265303

Mar 31, 2023

The Directors are pleased to present their 41^st Annual Report on the business and operations of the Company and the Audited Financial Accounts for the Year ended 31^st March, 2023.

FINANCIAL RESULTS:

				(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	For the year	For the year	For the year	For the year
	ended on 31^st	ended on 31^st	ended on 31^st	ended on 31^st
	March, 2023	March, 2022	March, 2023	March, 2022
Net Total Income	9599.39	21857.48	9602.31	21857.48
Less: Operating and Administrative Expenses	10063.5	20955.66	10067.79	20956.29
Profit/ (Loss) before Depreciation and Taxes	(464.11)	901.82	(465.48)	901.19
Less: Depreciation and Amortization	665.16	489.93	665.16	489.93
Less: Extraordinary/Exceptional Items	0	0	0	0
Profit/ (Loss) before Tax (PBT)	(1129.27)	411.89	(1130.64)	411.26
Less: Taxes (including deferred tax)	(147.45)	70.89	(147.44)	70.89
Profit/ (Loss) after Tax (PAT)	(981.82)	341.00	(983.20)	340.37
Other Comprehensive Income: Items that will not be reclassified to Profit or Loss- Remeasurement of defined Benefit Plans	8.01	4.03	8.01	4.03
Tax relating to Remeasurement of the defined Benefit Plans	(2.23)	(1.12)	(2.23)	(1.12)
Total other Comprehensive Income, net of Tax	5.78	2.91	5.78	2.91
Total Comprehensive Income for the Year	(976.04)	343.91	(977.42)	343.28
Profit/ (Loss) for the Year Attributable to: Owners of the Parent	NA	NA	(982.52)	340.68
Non-controlling Interest	NA	NA	(0.68)	(0.31)
Earnings Per Equity Share Basic	(2.53)	0.88	(2.54)	0.88
Diluted	(2.53)	0.88	(2.54)	0.88

HIGHLIGHTS OF PERFORMANCE & STATE OF THE COMPANY''S AFFAIRS:

During the year under review, the Company has earned Total Income of Rs.9599.39 Lakhs as compared to Rs.21857.48 Lakhs in the previous year and incurred Loss of Rs.981.82 Lakhs as compared to the profit of Rs.341 Lakhs in the previous year.

Further, during the year under review, your Company has installed a Zero Liquid Discharge (ZLD) Plant to treat 100% water effluent in the factory. This installation is a permanent solution for waste water with zero liquid discharge. Resulting, the production of the Company was re-commenced w.e.f. 26^th September, 2022 which was discontinued due to disconnection of all units discharging water effluent in the sewage lines of Ahmedabad Municipal Corporation (AMC).

Due to above disconnection, the manufacturing operations of the Company have come to a standstill and this affected the revenue and profit of the Company during the year under review. However, the Company remained resolute and relentless

in our quest for strengthening our cost-competiveness, better management of working capital and operational excellence across our business and trying to overcome with above losses with higher income & profit.

DIVIDEND:

Keeping in view the financial results and in order to conserve financial resources for the future requirement of the fund, your Directors do not recommend any dividend during the year under review.

RESERVES AND SURPLUS:

Balance of General Reserves of Rs.160.21 Lakhs at the end of the year remained same as of the previous year. Due to nonavailability of profit during the year under review, no amount was transferred to the General Reserves.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

The Company''s Paid-up Equity Share Capital continues to stand at Rs.387.50 Lakhs as on 31^st March, 2023. During the year under review, the Company has not issued any Shares or Securities.

SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY:

Dreamsoft Bedsheets Private Limited is a Subsidiary of the Company. Hence, pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of Financial Statements of the Company''s Subsidiary in Form AOC-1 is annexed as Annexure-A to this Report.

No Company has become an associate or joint venture of your Company during the year under review.

THE CHANGE IN NATURE OF BUSINESS:

There is no change in the business of the Company during the year under review.

ANNUAL RETURN AS PER SECTION 92(3) OF THE ACT:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2023 will be available on the Company''s website, http://www.raghuvir.com/annual report.html.

RELATED PARTY TRANSACTIONS:

In compliance with the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated a Policy on Related Party Transactions (RPTs) and manner of dealing with RPTs. The updated Policy can be accessed on the Company''s website, http://www.raghuvir.com/policies.html.

All transactions with related parties during the FY 2022-23 were reviewed and approved by the Audit Committee and were at Arm''s Length Price (ALP) and in the Ordinary Course of Business (OCB). Prior omnibus approval was obtained for all RPTs which were of repetitive nature and entered in the OCB and on an ALP basis. The transactions entered into pursuant to the omnibus approval so granted were reviewed by Audit Committee on quarterly basis.

During the year under review, your Company has entered into related party transactions in terms of Section 188 of the Act, the details whereof are provided in Form AOC-2 which forms an integral part of this Report as Annexure-B.

Approval of Members is being sought for the material RPTs for the FY 2023-24 at the ensuing Annual General Meeting ("AGM"), details regarding material related party transactions are provided in the Notice calling the ensuing AGM and explanatory statement thereof.

BOARD MEETINGS HELD DURING THE YEAR:
	Sr. No.	Date on which Meetings of Board of Directors were held	Total Strength of the Board		No. of Directors Present
	1.	26/04/2022	8		7
	2.	27/04/2022	8		7
	3.	27/05/2022	8		8
	4.	03/06/2022	8		7
	5.	09/08/2022	8		8
	6.	25/08/2022	8		8
	7.	26/09/2022	8		7
	8.	28/09/2022	8		7
	9.	18/10/2022	8		7
	10.	14/11/2022	8		8
	11.	16/01/2023	8		8
	12.	01/03/2023	8		8
ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS:
	Sr. No.	Name of Directors		No. of Meetings Held		No. of Meetings Attended
	1.	Mr. Sunil Raghubirprasad Agarwal		12		12
	2.	Mr. Yash Sunil Agarwal		12		12
	3.	Mr. Hardik Sunil Agarwal		12		12
	4.	Mr. Anup Ramniwas Agarwal		12		11
	5.	Mr. Samirbhai Rameshbhai Sheth		12		12
	6.	Mr. Kamalbhai Bansilal Patel		12		7
	7.	Mrs. Pamita Sunil Agarwal		12		12
	8.	Mr. Nishit Chandulal Joshi		12		12

THE DETAILS OF THE DIRECTORS OR KMP WHO WERE APPOINTED OR RESIGNED DURING THE YEAR AND DETAILS OFCOMMITTEES OF BOARD OF DIRECTORS:

> In terms of Section 152 of the Act, Mr. Hardik Sunil Agarwal (DIN: 03546802) is liable to retire by rotation at forthcoming AGM and being eligible, offers himself for re-appointment. A brief resume of Mr. Hardik Sunil Agarwal (DIN: 03546802), Joint Managing Director being proposed to be re-appointed with the nature of their expertise, their shareholding in the Company as stipulated under as required under Regulation 36(3) of the Listing Regulations, is annexed to the Notice of the ensuing AGM.

> Pursuant to the provisions of Section 203 of the Act, Mr. Sunil Raghubirprasad Agarwal, Chairman & Managing Director (Executive), Mr. Yash Sunil Agarwal & Mr. Hardik Sunil Agarwal, Joint Managing Directors (Executive), Mr. Prateek Pareek, Chief Financial Officer and Mrs. Swati Jain, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on 31^st March, 2023. Mr. Durga Prasad Jain is appointed as the Chief Executive Officer (KMP) of the Company w.e.f. 26^th May, 2023.

> Details of Committees of the Board of Directors are provided in the Corporate Governance Report forming part of this Report.

INDEPENDENT DIRECTORS:

> Mr. Samirbhai Rameshbhai Sheth, Mr. Kamalbhai Bansilal Patel, Mr. Anup Ramniwas Agarwal and Mr. Nishit Chandulal Joshi, Independent Directors of the Company have registered their name in the database and are exempted from the online proficiency self-assessment test with respect to registration of Independent Director in a Company, on the date of commencement of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, Ministry Of Corporate Affairs Notification dated 22^nd October, 2019 in exercise of the powers conferred by Section 149 read with Section 469 of the Act, the Central Government amend the Companies (Appointment and Qualification of Directors) Rules, 2014.

> The Company has received necessary Declaration from each Independent Director under Section 149(7) of the Act, that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company, in a separate meeting held on 22^nd March, 2023, inter alia, discussed the following:

> Reviewed the performance of Non-Independent Directors of the Company and the Board as a whole.

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

> Assessed the quality, quantity and timelines of flow of information between the Company, management and the Board that is necessary for the Board to effectively and reasonable perform their duties.

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

BOARD, COMMITTEE AND INDIVIDUAL DIRECTOR EVALUATION:

Evaluation Survey of the Executive / Non -Executive Directors of the Company was carried out by entire Board of members except the Director being evaluated. Evaluation Survey of Independent Director was also carried on by the entire Board of Directors in the same way as it is done for the Executive Directors of the Company except the Director getting evaluated. Evaluation of performance of the Board and its'' Committee has been made by the Board considering the financial and operational performance of the Company. Based on the performance evaluation of each and every Director and the Chairman of the Company, the Nomination and Remuneration Committee provides ratings based on each criteria and sub-criteria in accordance with the Nomination and Remuneration Policy of the Company, the Code of Conduct of the Directors and the criteria for the evaluation of the performance as prescribed in Directors'' Performance Evaluation Policy. The Directors'' Performance Evaluation Policy is also disclose website of the Company, http://www.raghuvir.com/policies.html.

The meeting for the purpose of evaluation of performance of Board Members by Nomination and Remuneration Committee was held on 3^rd June, 2022 and 14^th November, 2022. The members of the Committee expressed their satisfaction with the evaluation process.

AUDITORS:> STATUTORY AUDITORS & ITS AUDIT REPORT

At the 40^th Annual General Meeting ("AGM") of the Company held on 26^th September, 2022, M/s. G. K. Choksi & Co., Chartered Accountants, having FRN: 101895W, was appointed as the Statutory Auditors of the Company for a term of 5 years, to hold office till the conclusion of the 45^th AGM of the Company.

The Notes on Financial Statements (including the Consolidated Financial Statements) referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remarks or disclaimer.

> REPORTING OF FRAUD BY STATUTORY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

> SECRETARIAL AUDITOR & ITS REPORT

M/s. SPAN & Co. Company Secretaries LLP (LLPIN: AAG-7017) was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2022-2023, as required under Section 204 of the Act and Rules made thereunder. Your Company has received consent from M/s. SPAN & Co. Company Secretaries LLP to act as the Secretarial Auditor for conducting audit of the secretarial records for the Financial Year ending 31^st March, 2023. The Secretarial Audit Report in Form MR-3 for the FY 20222023 forms part of this Report as Annexure-C.

> INTERNAL AUDITOR

The Board of Directors has appointed M/s. Ashok K. Bhatt & Co. (Firm Registration No. 100657W) as the Internal Auditor of your Company for the Financial Year 2023-24. Findings of the Internal Auditor was satisfactory. As per the Report of the Internal Auditor, there exist a proper internal checks and controls in the Company.

> COST AUDITOR

Pursuant to the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain its cost records and get the same audited by a Cost Accountant in Practice. Accordingly, the cost records are made and maintained by the Company as required under Section 148(1) of the Act.

During the year under review, M/s. Anuj Aggarwal & Co., Cost Accountants (FRN: 102409) were appointed as the Cost Auditors of the Company for the FY 2022-23 for conducting the audit of cost records of the Company. Your Company is maintaining the requisite cost records and the Cost Audit Report for the FY 2022-23 which shall be filed with the Ministry of Corporate Affairs in due course.

The Board has, based on the recommendation of the Audit Committee, approved the re-appointment of M/s. Anuj Aggarwal & Co., Cost Accountants (FRN-102409) as the Cost Auditors of the Company for the Financial Year 2023-24. As per provisions of the Act, the remuneration payable to Cost Auditors is required to be approved by the members in a General Meeting. Accordingly, a resolution seeking members'' ratification for the remuneration payable to M/s. Anuj Aggarwal & Co. is included in the Notice convening the AGM.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186:

Particulars of loans, guarantees, securities and investments under Section 186 of the Act, wherever applicable, have been disclosed in the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the Listing Regulations, forms part of this Report as Annexure-D.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

CORPORATE GOVERNANCE:

Your Company has complied with all the requirements of the Corporate Governance in true letter and spirit as prescribed in the Listing Regulations and the Act read with rules made thereunder. In line with the Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, is annexed to this Report as Annexure-E.

AUDIT COMMITTEE:

Audit Committee comprises of 4 members and all members are Independent Directors. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. The composition and the functions of the Audit Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming a part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee comprises of 4 members and all members are Independent Directors. The composition and the functions of the Nomination and Remuneration Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming a part of this report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

Stakeholder Relationship Committee comprises of 4 members and all members are Independent Directors. The composition and the functions of the Stakeholder Relationship Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming a part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review.

MATERIAL CHANGES BETWEEN THE DATES OF THE END OF FINANCIAL YEAR AND THE DIRECTORS'' REPORT:

There have been no material changes and commitments, affecting the financial position of the Company between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPOTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are provided in Annexure-F to the Directors'' Report and forms part of this Report.

SECRETARIAL STANDARD COMPLIANCE:

During the year under review, the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Act.

CORPORATE MANAGEMENT & RISK MANAGEMENT POLICY:

The Board of Directors have developed and implemented a robust Risk Management Policy which identifies the key elements of risks that threatens the existence of the Company. The Audit Committee reviews the Company''s financial and risk management policies and steps taken by the Company to mitigate such risks at regular intervals. The Policy can be accessed on the Company''s website, http://www.raghuvir.com/policies.html.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Act, every Company falling under the applicability of Corporate Social Responsibility is required to spend 2% of its average net profits of previous three years on the activities given under Schedule VII of the Act and CSR policy adopted by the Board of Directors. The provisions of CSR has been applicable to the Company from the FY 2021-22. The Board of Directors of your Company has approved and adopted the CSR Policy in the Board Meeting dated 24^thJuly, 2021.

Your Company''s CSR Policy Statement and Annual Report on the CSR activities undertaken during the Financial Year ended 31^st March, 2023, in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure-G.

The details about the Policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year is available on website of the Company at http://www.raghuvir.com/policies.html.

PREVENTION OF SEXUAL HARASSMENT POLICY:

In order to comply with provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the website of the Company at http://www.raghuvir.com/policies.html. As per the requirement of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal Complaints Committees as per requirement of this Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace.

Your Directors state that during the year under review, there were no cases filed pursuant to the aforesaid Act.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state the following:

a) That in the preparation of the annual financial statements for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and thatthe financial controls were adequate and were operating effectively;

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended asAnnexure-H to this report.

No employee has received remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2022-23.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE ACT:

The Policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Act, adopted by the Committee, forms part of this Report as Annexure-I and also available on the website of the Company at http://www.raghuvir.com/policies.html.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely contributed to the efficient management of the Company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for assistance and cooperation received from the bankers, vendors and stakeholders including financial institutions, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

Mar 31, 2018

DIRECTORS'' REPORT

dear shareholders,

The Directors are pleased to present their 36^th Annual report on the business and operations of the Company and the Audited financial accounts for the Year ended 31^st March, 2018.

FINANCIAL RESULTS:

__(Rs. In Lakhs)

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

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

HIGHLIGHTS OF PERFORMANCE:

The total revenue of the Company has decreased from Rs. 42.46 Crores to Rs. 38.56 Crores whereas the profit before tax of the Company has increased from Rs. 93.04 Lakhs to Rs. 141.36 Lakhs. Subsequently, the net profit after tax has increased to Rs. 60.36 Lakhs as compared to previous yearâs net profit of Rs. 47.2 Lakhs. We remained resolute m quest for strengthening our cost-competiveness, better management of working capital and operational excellence across all businesses.

DIVIDEND:

Keeping in view the financial results and in order to conserve financial resources for the future requirement of the fund, your directors do not recommend any dividend during the year under review.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY:

As on 31st March, 2018, Your Company has 2 associate Company.__

Sr.

Name and address of the company

CIN/GLN

Holding/

Subsidiary/

Associate

Applicable

Section

Raghuvir Exim Limited Address:-

Nr. Gujarat Bottling, Rakhial Road,

Rakhial, Ahmadabad, Gujarat

U51909GJ1992-

PLC018496

Associate

2(6)

Sagar Textiles Mills Private Limited Address:-

Ramkumar Mills

Compound,

Saraspur,

Ahmedabad-380018,

Gujarat

U17119GJ1957-

PTC000876

Associate

2(6)

DEPOSITORY SYSTEM:

As members are aware, the companyâs shares are compulsorily tradable in the electronic form. As on March 31, 2018 almost 86% of the Company s total paid-up capital representing 33,32,586 shares were in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure -Aâ.

BOARD MEETINGS HELD DURING THE YEAR:

Sr. No.	Date on which board Meetings were held	Total Strength of the Board	No of Directors Present
1.	10/04/2017	8	8
2.	18/04/2017	8	7
3.	29/05/2017	8	7
4.	31/07/2017	8	6
5.	17/08/2017	8	8
6.	12/09/2017	8	6
7.	20/11/2017	8	6
8.	09/12/2017	8	8
9.	23/12/2017	8	6
10.	29/12/2017	8	7
11.	17/01/2018	8	8
12.	12/02/2018	8	7
13.	03/03/2018	8	6

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

A brief resume of directors being appointed / reappointed with the nature of their expertise, their shareholding in the Company as stipulated under

as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Notice of the ensuing Annual General Meeting.

- The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015.

- All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013,

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT 2013:

The policy of the Company on directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Committee, is appended in the Corporate Governance Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

POLICY ON REMUNERATION:

Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that:- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent. The remuneration policy is in consonance with the existing industry practice

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various committees were discussed in detail. A structured questionnaire each for evaluation of the Board, its various Committees and individual Directors was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company, in a separate meeting held on 12* March, 2018 to carry out the evaluation for the financial year 2017-18 and inter alia, discussed the following:

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

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

- Assessed the quality, quantity and timelines of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonable perform their duties.

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

AUDITORS:

- Statutory Auditors

Pursuant to the Provisions of Section 139, 141, 142 and other applicable Provisions, if any, of the Companies Act, 2013, (the Act) and the Rules made there under, (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the resolution passed by the Members at the 35^th annual general meeting to appoint M/s. Ashok K. Bhatt & Co., Chartered Accountants, Ahmadabad, [ Firm Registration No. : 100657W ] as new Statutory Auditor of the Company to hold office for a period of 5(Five) till the conclusion of 40^lh

annual general meeting of the company (i.e from 2017-2018 to 2021-2022) , the Company hereby ratifies and confirms the appointment of M/s. Ashok K. Bhatt & Co., Chartered Accountants, Ahmadabad, as Statutory Auditor of the Company for the financial year ending 31st March, 2019 at such remuneration to be decided by and between the Statutory Auditors and the Board of Directors of the Company. The ratification of appointment is subject to the approval of members In the ensuing 36^th Annual General Meeting of the company.

Your Directors recommend the ratification of appointment of M/s. Ashok K. Bhatt & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 37th Annual General Meeting of the Company to be held in the calendar year 2019 for the financial year 2018-2019.

- Secretarial Auditor

Mr. Amrish N. Gandhi of Amrish Gandhi & Associates, Practicing Company Secretaries is re-appointed to conduct the secretarial audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules there under. Your Company has received consent from Mr. Amrish N. Gandhi to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2018. The secretarial audit report in form MGT 9 for FY 2017-18 forms part of the Annual Report as âAnnexure Câ to the Boardâs report.

DIRECTORS'' RESPONSE TO SECRETARIAL AUDIT REPORT:

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

Internal Auditor

The Board re-appointed M/s. Anil kumar Sheth & Co., Chartered Accountants ( Firm Registration Number 100445W ) as Internal Auditor of your company for the financial year 2018-19 and is hereby eligible for reappointment for the financial year 2018-19 pursuant to the provisions of the Companies Act, 2013. The report prepared by the Internal Auditors is to be reviewed by the Statutory Auditors & Audit Committee.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal! financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments under the provisions of Section 186 of the Companies Act, 2013 are not applicable to the Company.

AUDIT COMMITTEE:

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

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee comprises of four members and all members are Independent Directors. The composition and the functions of the Nomination and Remuneration Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming a part of this report

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on armâs length price and were in the ordinary course of business and are in compliance with applicable provisions of Companies Act, 2018 & SEBI All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval.

The company entered in contract with Raghuvir Lifestyle Pvt. Ltd , Raghukaushal Textile Pvt. Ltd and Raghuvir Exim Limited in this financial year and transactions that were entered into during the financial year were on armâs length price and were in the ordinary course of business. A prior omnibus approval of Audit committee is obtained on yearly basis for the transactions entered with Related parties as per the contract agreed between the parties. The transaction entered in pursuant to omnibus approval, a statement giving details of all related party transactions are placed before the Audit Committee for their approval, on a quarterly basis. The policy on Related Party Transactions as approved by the Board is available on the Companyâs website.

As per the provisions of the Companies Act, 2013 and Listing Regulation, all material RPTs require approval of the members by an ordinary resolution. Based on past trend, the transactions with Raghuvir Exim Ltd. (Associates Company) are likely to exceed 10% of the annual turnover of the Company as per the last audited financial statements of the Company and may exceed the materiality threshold as prescribed under the provisions of Listing Regulations. Thus, in terms of Listing Regulations, these transactions would require approval of the members.

The details of the related party transactions as per Accounting Standard 18 are set out in Note [39] to the Standalone Financial Statements forming part of this report.

The disclosure of related party transactions as required Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) in Form AOC 2 is available in Annexure â Bâ

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES:

There is no material changes and commitments, that would affect financial position of the company from the end of the financial year of the company to which the financial statements relate and the date of the directors report.

RESERVES:

The Company has proposed to transfer Rs. 60,26,495/- of profit of the Company to the General Reserve for this year.

EMPLOYEE STOCK OPTION:

The Company has not issued any Employee Stock Option.

CASH FLOW ANALYSIS:

The Cash Flow Statement for the year under reference in terms of Regulation 34(2)(c) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 with the stock exchanges forms part of the Annual Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPOTION, FOREIGN EXCHAN GE EARN IN GS AND OUTGO:

Additional information on Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are provided in âAnnexure Dâ to the Directors'' Report and forms part of this Report.

CORPORATE GOVERNANCE:

As per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, report on âCorporate Governance'''' is attached and forms a part of Directors Report. A Certificate from Amrish Gandhi & Associates , Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under the Listing Regulation is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

- Economic Scenario:

Indian textile and apparel trade associations are hopeful of the industryâs growth in FY 2018-19 as the Economic Survey 2018, conducted by Ministry of Finance, has predicted 7-7.5 per cent growth in FY 2018-19 from 6.75% last fiscal. The Economic Survey 2018, tabled in the Indian Parliament on January 29, 2018, also highlighted that exports will be the major cause of âupside potentialâ for the countryâs economy. Additionally, the country will make a splendid comeback from the struggle of demonetization and Goods and Services Tax (GST).

Indiaâs Union Finance minister Arun Jaitley announced that allocation for the textile industry has been increased from Rs. 6,000 crores (in 2016) to Rs. 7,148 crores for FY 2018-19. The industry stakeholders have thanked the Indian Government on the move made but said that the allocated amount falls short of what is needed to take care of the Rebate of State Levies (RoSL) and Technology Up gradation Fund (TUF) schemes'' backlog coupled with the current yearâs requirement. The textile industry also welcomed the extension of fixed-term employment to all segments (earlier it was only for apparel and made-ups). Additionally, paid maternity leave period has been extended from 12 weeks to 26 weeks which will support the women workforce in the sector. The textile industry will be benefited from the various concessions announced for the SMEs, farmers and the increased budget for the sector, however, need to see how the allocation takes place.

The Indian textile sector had all the tailwinds the businesses needed, over the last two to three years, to grow and become more profitable. Right from higher export demand to lower cotton prices to falling interest rates to favorable exchange rates, the companies had everything going in their favour. The industry employs about 40 million workers directly and 60 million indirectly. India s targeted textile exports for financial year 2017-18 is US$ 45 billion. However, this target is likely to be missed by a huge margin. As per the Ministry of Textiles, the Indian textile industry contributed about 14% to industrial production, 4% to the countryâs GDP and 13% to the countryâs export earnings in 2017. According to the Ministry of Textiles, the domestic textile and apparel industry in India is estimated to reach US$ 223 bn by 2021 from US$ 108 bn in 2015. India enjoys a significant lead in terms of labour cost per hour over developed countries like US and newly industrialized economies like Hong Kong, Taiwan, South Korea and China. Operating profit margins of textiles exporters were under pressure on account of lower export realizations. A shift in the dynamics of US retail, and a reduction in incentives after the implementation of the Goods and Services Tax (GST) led to the pricing pressure. In FY18, the textile export sector was undergoing a sea-change. Many brick & mortal retailers in the US have pruned inventories and downsized stores to offset profitability pressures caused by the e-tail boom. To cushion the consequent fall in utilization levels, Indian exporters have been enhancing their share of the business with US e-retailers, but at lower realizations.

- Industry Review:

Indiaâs textiles sector is one of the oldest industries in Indian economy dating back several centuries. Even today, textiles sector is one of the largest contributors to Indiaâs exports with approximately 13 per cent of total exports. The textiles industry is also labour intensive and is one of the largest employers. The textile industry has two broad segments. First, the unorganized sector consists of handloom, handicrafts and sericulture, which are operated on a small scale and through traditional tools and methods. The second is the organized sector consisting of spinning, apparel and garments segment which apply modern machinery and techniques such as economies of scale.

The Indian textiles industry is extremely varied, with the hand-spun and hand-woven textiles sectors at one end of the spectrum, while the capital intensive sophisticated mills sector at the other end of the spectrum. The decentralized power looms/ hosiery and knitting sector form the largest component of the textiles sector. The close linkage of the textile industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in terms of textiles make the Indian textiles sector unique in comparison to the industries of other countries. The Indian textile industry has the capacity to produce a wide variety of products suitable to different market segments, both within India and across the world.

Textile and apparel exports from India are expected to increase to US$ 82 billion by 2021. Manmade garments remain the largest contributor to total textile and apparel exports from India, contributing 24.53 per cent to total textile

Rising government focus and favorable policies is leading to growth in the textiles and clothing industry. The Ministry of Textiles is encouraging investments through increasing focus on schemes such as Technology Up-gradation Fund Scheme (TUFS). Under the Union Budget 201819, Rs 2,300 (US$ 355.27 million) crore have been allocated for TUFS and Rs 30 crore (US$ 4.63 million) for the Scheme for Integrated Textile Parks, under which there are 47 ongoing projects. In May 2018, textiles sector recorded investments worth Rs 27,000 crore (US$ 4.19 billion) since June 2017.The Cabinet Committee on Economic Affairs (CCEA), Government of India has approved a new skill development scheme named ''Scheme for Capacity Building in Textile Sector (SCBTS)â. Cumulative FDI in the Indian textiles reached US$ 2.93 billion between April 2000 to March 2018.

The Directorate General of Foreign Trade (DGFT) has revised rates for incentives under the Merchandise Exports from India Scheme (MEIS) for two subsectors of Textiles Industry -Readymade garments and Made ups - from 2 per cent to 4 per cent. The government is also planning to conduct road shows to promote the countryâs textiles in non-traditional markets like South America, Russia and select countries in West Asia.

t Review and Future Outlook of the Company:

The Company is continuously trying to accomplish the desired results. Steps have been taken for cost diminution and manufacturing quality products by various installed machineries of the Company. Various aspects of working conditions of workers, health related issues, minimizing risk of accidents at work place etc. are being taken care of by the Company. The Company will achieve more turnover by various marketing strategies, offering more quality products, launching new products etc. in coming years followed by increase in profit margin by way of various cost cutting techniques and optimum utilization of various resources of the Company.

- Internal Control System:

The Company has proper and adequate system of internal control, commensurate with the size and nature of its business. Regular Internal Audits and Checks carried out and also management reviews the internal control system and procedures to ensure orderly and efficient conduct of business and to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The Company has well defined internal control system. The Company takes abundant care to design, review and monitor the working of internal control system. Internal audit in the organization is an independent appraisal activity and it measures the efficiency, adequacy and effectiveness of other controls in the organization. The Audit Committee, comprising Independent Directors, regularly reviews audit plans, significant audit findings, adequacy of internal controls, and compliance with Accounting

Standards, among others.

- Human Resources:

to this statement before taking any action with regard to specific objectives.

RISK MANAGEMENT:

The Board of Directors have developed & implemented a robust risk management policy which identifies the key elements of risks that threatens the existence of the Company. The Audit Committee reviews the Companyâs financial and risk management policies and steps taken by the Company to mitigate such risks at regular intervals.

INSURANCE:

The company adopted the Directors and Officers Liability Insurance Policy and respectively the Board of Directors of the company are covered under Directors and Officers Liability Insurance Policy. The provisions of indemnity to directors as per the section 197 of the companies Act, 2013 stating that the premium paid on insurance policy shall be treated as part of the remuneration of the officers only if such officer is found guilty.

CORPORATE SOCIAL RESPONSIBILITY:

This clause is not applicable.

PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the aforesaid Act.

DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

- that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^s* March, 2018 and of the profit of the

The Company believes that its people are its most important asset and thus continuously strives to scale up its employee engagement through well structured systems and a visionary HR philosophy. The Company continues to lays emphasis on building and sustaining the excellent organization climate based on human performance. Performance management is the key word for the Company. Pursuit of proactive policies for industrial relations has resulted in a peaceful and harmonious situation in the Company. We are highly focused on developing our employees to perform with the same excellence for the challenges and huge business opportunities that are envisaged in future. The Company firmly believes that intellectual capital and human resources is the backbone of the Companyâs success.

- Cautionary Statement:

This Management Discussion and Analysis statement of the Annual Report has been included in to the spirit enunciated in the code of corporate governance approved by the Securities and Exchange Board of India. Statement in the Management Discussion and Analysis describing Company s objectives, projections, estimates, expectation may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual result could differ materially from those expressed

or implied. Important factors that could make a difference to the Companyâs operation include economic conditions affecting demand/supply and price conditions in the Government regulations, tax laws and other status and other incidental factors. Further, the discussion following herein reflects the perceptions on major issues as on date and the opinion expressed here are subject to change without notice. The Company undertakes no obligations to publicly update or revise any of the opinions of forward looking statements expressed in this report, consequent to new information future events, or otherwise. Readers are hence cautioned not to place undue reliance on these statements and are advised to conduct their own investigation and analysis of the information contained or referred

Company for the year ended on that date;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the annual financial statements have been prepared on a going concern basis.

â¢f that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

Applicability of IND AS-Indian Accounting Standards

The Ministry of Corporate Affairs (MCA) has notified the Companies (Indian Accounting Standards (IND AS)) Rules 2015, which stipulates the adoption and applicability of IND AS in a phased manner beginning from the Accounting period 2016-17 and subsequently, issued Amendment Rules 2016 to amend the 2015 rules. Your Company has adopted IND AS with effect from 1^st April, 2017

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

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

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

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

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

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

Henceforth, the financial statements of the company have been prepared in accordance with Indian Accounting Standards (âind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable. For periods up to and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with the then applicable Accounting Standards in India (âprevious GAAPâ). These are the Companyâs first Ind AS financial statements. The date of transition to Ind AS is April 1, 2016. The comparative figures in the Balance Sheet as at March 31, 2017 and April 1, 2016 and Statement of Profit and Loss and Cash Flow Statement for the year ended March 31, 2017 have been restated accordingly. Accounting Policies have been consistently applied except where newly issued accounting standard is initially adopted or revision to the existing standards requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an on-going basis.

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

KEY MANAGERIAL PERSON:

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

ENVIRONMENT AND POLLUTION CONTROL:

The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programmes.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR), Regulations, 2015. Employees can raise any suspected or actual violations to the Code of Conduct. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Your Directors state that during the year under review, there were no cases filed pursuant to the aforesaid Act.

THE CHANGE IN NATURE OF BUSINESS:

There is no any material change in the business of the Company during the year under review.

PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as âAnnexure - Eâ to this report.

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

CORPORATE ACTIONS IN PROTECTING INTEREST OF SHAREHOLDERS:

Circular to Listed Companies on July 05, 2018 informing about amendment to Regulation 40 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide

that transfer of securities would be carried out in dematerialized form only. In order to implement the aforementioned Amendment in the Regulation your company have taken special efforts through their RTAs to send letter under Registered/Speed post to the holders of physical certificates appraising them about the amendment and sensitize them about the impact of the regulation on the transfer of shares held by them in physical form w.e.f December 5, 2018. We have placed aforesaid information on our website www.raqhuvir.coin intimating the investors about the proposed change and provide appropriate guidance on how to dematerialize their shares.

Referring to the SEBI Circular No SEBI/HO/MIRSD/ DOP1/Cl R/P/2018/73 dated 20th April 2018 & BSE Circular No LIST/COMP/15/2018-19 dated 5^th July 2018 by which they have directed all the listed companies to record the PAN, Bank account details of all their shareholders and advise them to dematerialize their physical securities. Accordingly your company have taken special efforts through their RTAs to send letter under Registered/Speed post to the holders of physical certificates advising them to submit particulars of their bank account, viz. name and address of the branch of the bank, MICR code of the branch, type of account and account number and PAN details (including joint holders if any) to our Registrar and Share Transfer Agent, LINK INTIME INDIA PVT. LTD., 506 TO 508, AMARNATH BUSINESS CENTRE - 1 ( ABC-1 ), BESIDE GALA BUSINESS CENTRE , NEAR XT. XAVIERâS COLLEGE CORNER, OFF C G ROAD, NAVRANGPURA, AHMEDABAD - 380009 quoting their Folio No. or Client ID No. We would also like to register other KYC details such as specimen signature, mobile number, email id and nomination

APPOINTMENT OF DESIGNATED DEPOSITORY:

1, Reference to SEBI vide Circular No. IMD/FPIC/ ClR/P/2018/61 dated April 5, 2018 introduced a new system for Monitoring of Foreign Investment limits in listed Indian companies and prescribed guidelines writhe necessary infrastructure, data to be provided by listed Indian companies and other related matters.

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

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

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

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

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

ACKNOWLEDGMENT:

The Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely contributed to the efficient management of the Company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for assistance and cooperation received from the bankers, vendors and stakeholders including financial institutions, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

BY ORDER OF THE BOARD OF DIRECTORS

FOR, RAGHUVIR SYNTHETICS LTD.

DATE: 10/08/2018 SUNIL R. AGARWAL

PLACE: AHMEDABAD CHAIRMAN & MANAGING DIRECTOR

DIN: - 00265303

Mar 31, 2014

DEAR SHAREHOLDERS,

The Directors are pleased to present their 32nd Annual Report and the Audited Financial Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

A summary of the financial results for the year under review is as follows:

(Rs. in Lacs)

Particulars For the year For the year ended on ended on 31st Mar2014 31st Mar2013

Total Income 39,28,93,356 54,60,87,688

Profit / (Loss) before Tax 71,52,636 3,32,36,044

Provision for Taxes (Including Deferred Tax) 28,52,159 30,19,227

Profit After Tax 43,00,477 3,02,16,817

Balance available for appropriation 43,00,477 3,02,16,817

Which the Directors propose to appropriate as under:

(i) Proposed Dividend NIL NIL

(ii) Corporate Dividend Tax NIL NIL

Surplus carried to Balance Sheet 43,00,477 3,02,16,817

Earning Per Share Basic and Diluted 1.11 7.80

OPERATIONAL PERFORMANCE

The total revenue of the Company has decreased from Rs. 54.61 Crores to Rs. 39.29 Crores. The profit before tax of the Company has also decreased from Rs. 3.32 Crores to Rs. 71.53 Lacs. The net profit after tax has decreased to Rs. 43.00 Lacs as compared to previous year''s net profit of Rs. 3.02 Crores.

DIVIDEND

Keeping in view the financial results and in order to conserve financial resources for the future requirement of the fund, your directors do not recommend any dividend during the year under review.

DIRECTORS

Mr. Yash Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Pursuant to provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, your Directors are seeking appointment of Mr. Mangesh H. Agarwal, Mr. Samir R. Sheth and Mr. Kamal B. Patel as Independent Directors of the Company for consecutive term upto 31st March, 2019. Details of Directors being appointed/re-appointed are given in the Explanatory Statement to the Notice convening the Annual General Meeting. The Board of Directors recommends their appointment/re-appointment for the approval of the shareholders at the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration more than the specified limit prescribed under Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, and as such the Company is not required to give information in terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules 1975.

AUDITORS

M/s. G. K. Choksi & Co., Chartered Accountant, Ahmedabad, the Statutory Auditors of the Company holds office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

As regards qualification in (i)(a) of Annexure of the Auditors'' Report, the Directors state that the updation in respect of locations of fixed assets and additions/deletions of fixed assets for the year ended on 31/03/2014 is in process and will be completed and made available to the Auditors.

As regards qualification in (i) (b) of Annexure to the

Auditors'' Report, Directors state that records will be compiled and updated.

In respect of Auditor''s qualification at point no. 17 in Annexure to Independent Auditor''s Report, the Board of Directors state that in absence of any arrangement of long term funds to finance additions to the fixed assets, the available short term funds used for long term purpose.

COST AUDITORS

Pursuant to directives of the Central Government under the provisions of Section 148 of the Companies Act, 2013(corresponding to Section 233B of the Companies Act, 1956), the Cost Account records maintained by your Company are subject to yearly audit by qualified Cost Auditors.

Your Company has appointed M/s. Kiran J. Mehta & Co., a firm of Cost Auditors, for conducting the audit of such records for the financial year 2013-14.

COMPLIANCE CERTIFICATE

Compliance certificate under the provisions of Section 383(1A) of the Companies Act, 1956 has been obtained from Mr. Kamlesh Patel, Company Secretary in whole time practice is attached herewith for your perusal.

PUBLIC DEPOSIT

The Company has not accepted any Public Deposit during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors report that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for

the year ended on that date.

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is annexed hereto as per Annexure-A to the Directors'' Reportand forms part of this Report.

CORPORATE GOVERNANCE

As required under the Listing Agreement with stock exchanges, report on "Corporate Governance" is attached and forms a part of Directors Report. A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the Listing Agreement is annexed to this Report.

CFO CERTIFICATION

The Managing Director who looks after Finance Function has submitted to the Board regarding the financial statements and other matters as required under clause 49(V) of the Listing Agreement.

ACKNOWLEDGMENT

The Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely contributed to the efficient management of the Company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for assistance and cooperation received from the bankers, vendors and stakeholders including financial institutions, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

BY ORDER OF THE BOARD OF DIRECTORS FOR, RAGHUVIR SYNTHETICS LTD.

SUNIL R. AGARWAL CHAIRMAN & MANAGING DIRECTOR DIN : 00265303

DATE: 20/08/2014 PLACE: AHMEDABAD

Mar 31, 2013

DEAR SHAREHOLDERS,

The Directors are pleased to present their 31s1 Annual Report and the Audited Financial accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

A summary of the financial results for the year under review is as follows:

(Rs. in Lacs) Particulars For the year For the year ended on ended on 31s1 March, 2013 31st March 2012

Total Income Profit/(Loss) before Tax 332.48 37.34

Provision for Taxes

(Including Deferred Tax) 30.31 20.15

Profit After Tax 302.17 17.19

Balance available for appropriation 302.17 17.19

Which the Directors propose to appropriate as under:

(i) Proposed Dividend NIL NIL

(ii) Corporate Dividend Tax NIL NIL

Surplus carried to

Balance Sheet 302.17 17.19

Earning Per Share [Basic and Diluted 7.8 0.44

OPERATIONAL PERFORMANCE

The total revenue of the Company has increased from Rs. 44.37 Crores to Rs. 54.60 crores. The profit before tax of the Company has also increased from Rs. 37.34 Lacs to Rs. 332.48 lacs. The net profit after tax has increased to Rs. 302.16 Lacs as compared to previous year''s net profit of Rs. 17.19 Lacs.

DIVIDEND

Keeping in view the financial results, your director do not recommend any dividend during the year under review.

DIRECTORS

Shri SUNIL RA''GHUVIRPRASAD AGRAWAL and Shri SAMIRBHAI RAMESHBHAI SHETH, Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re- appointment. PARTICULARS OF EMPLOEES

No employee is drawing remuneration more than the specified limit prescribed under section 272 (2A) of the Companies Act, 1956 , particulars of employee Pules, 1975, the information required in terms of Section 217 (2A) of the Companies Act, 1956 (Particulars of Employees) Rules 1975 is not applicable to us.

AUDITORS

M/s. G.K Choksi & Co., Chartered Accountant, Ahmedabad, the Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment

AUDITORS REPORT

As regards qualification in (i) (a) to Annexure to the Auditors'' Report, the Directors state that the updation in respect of locations of fixed assets and additions/deletions of fixed assets for the year ended on ended on 31/3/2013 is in process and will be completed and made available to the Auditors.

As regards qualification in (i) (b) of Annexure to the Auditors'' Report, Directors state that upon compilation of proper records, Auditors will be invited for verification of fixed assets.

COST AUDITORS

M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad were reappointed as Cost Auditors of the Company for the year ended on 31st March, 2013 as per the provisions of Section 233B of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

Compliance certificate under the provisions of Section 383(1A) of the Companies Act, 1956 obtained from Rajesh Parkekh & Co., Company Secretary in whole time practise is attached herewith for your perusal

PUBLIC DEPOSIT

The Company has not accepted any Public Deposit during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors report that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date.

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional information on Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of -217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is annexed as Annexure-''A'' hereto and forms part of this Report.

CORPORATE GOVERNANCE

As required under the Listing Agreement with stock exchanges, report on "Corporate Governance" is attached and forms a part of Directors Report. A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the Listing Agreement is annexed to this Report.

CFO CERTIFICATION

The Managing Director who look after Finance Function has submitted to the Board regarding the financial statements and other matters as required under clause 49(V) of the Listing Agreement.

ACKNOWLEDGMENT :

The Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely contributed to the efficient management of the company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for assistance and cooperation received from the bankers, vendors and stakeholders including financial institutions, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

FOR AND ON BEHALF OF THE BOARD

SUNIL RAGHUVIRPRASAD AGARWAL

CHAIRMAN AND MANAGING DIRECTOR

Place : Ahmedabad

Date : 23rd July, 2013

Mar 31, 2012

DEAR SHAREHOLDERS,

The Directors are pleased to present their 30th Annual Report and the Audited Financial accounts for the year ended March, 2012

FINANCIAL RESULTS:

A summary of the financial results for the year under review is as follows:

(Rs. in Lacs) Particulars For the year For the year ended on ended on 31st March, 2012 31st March 2011

Total Income

Profit / (Loss) before Tax 37.34 16.36

Provision for Taxes (Including Deferred Tax) 20.15 13.46

Profit After Tax 17.19 2.90

Balance available for appropriation 17.19 2.90

Which the Directors propose to appropriate as under: - -

(i) Proposed Dividend NIL NIL

(ii) Corporate Dividend Tax NIL NIL

Surplus carried to Balance Sheet 17.19 2.90

Earning Per Share Basic and Diluted 0.44 0.07

OPERATIONAL PERFORMANCE

The total revenue of the Company has increased from 36.45 Crore to 44.37 Crores. The profit before tax of the Company has also increased from 16.36 lacs to 37.34 Lacs, while the net profit after tax has increased to Rs.2.90 Lacs as compared to previous year''s net profit of 17.19 Lacs. The EPS (Earning per Share) has also increased from Rs.0.07 to 0.44

DIVIDEND

Keeping in view the financial results, your director do not recommend any dividend during the year under review.

DIRECTORS

Shri Mangesh Hanumanprasad Agarwal and Shri Kamal Bansilal Patel, Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment

PARTICULARS OF EMPLOEES

No employee is drawing remuneration more than the specified limit prescribed under section 272 (2A) of the Companies Act, 1956 , particulars of employee Rules, 1975, the information required in terms of Section 217 (2A) of the Companies Act, 1956 (Particulars of Employees) Rules 1975 is not applicable to us.

AUDITORS

M/s. G.K Choksi & Co., Chartered Accountant, Ahmedabad, the Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment

AUDITORS REPORT

The Observation made in the auditors report are self explanatory and, therefore, need not require any further comment under section 217 of the Companies Act, 1956

COMPLIANCE CERTIFICATE

Compliance certificate under the provisions of Section 383(1 A) of the Companies Act, 1956 obtained from Rajesh Parkekh & Co., Company Secretary in whole time practise is attached herewith for your perusal

PUBLIC DEPOSIT

The Company has not accepted any Public Deposit during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors report that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has no manufacturing activity during the year and as such there is no information to be provided as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors), Rules, 1988 with respect to conservation of energy, research and development and technology exchange earnings and outgo.

CORPORATE GOVERNANCE

As required under the Listing Agreement with stock exchanges, report on "Corporate Governance" is attached and forms a part of Directors Report. A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the Listing Agreement is annexed to this Report

CFO CERTIFICATION

The Managing Director who look after Finance Function has submitted to the Board regarding the financial statements and other matters as required under clause 49(V) of the Listing Agreement.

ACKNOWLEDGMENT :-

The Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely'' contributed to the efficient management of the company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company. The Directors also take this opportunity to express their grateful appreciation for assistance and cooperation received from the bankers, vendors and stakeholders including financial institutions, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

FOR AND ON BEHALF OF THE BOARD

SUNIL RAGHUVIRPRASAD AGARWAL

CHAIRMAN AND MANAGING DIRECTOR

Mar 31, 2010

The Directors are pleased to present the 28th Annual Report of your Company together with the Audited Statement of accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS : (RS. IN LACS.)

2008-09 2009-10

Operating Income 2785.84 3212.16

Other income 6.91 25.86 Profit before Interest,

Depreciation and Tax 427.79 426.59

Interest 16.76 66.44

Depreciation 400.64 328.30

Profit/ (Loss) before Tax 10.39 31.84

Provision for Tax

Current 37.50 37.00

Wealth Tax 0.15 0.15

Deferred (16.52) 27.50

Fringe Benefit Tax 0.00 1.55

Profit/ (Loss) after tax (10.74) (34.36)

Add :Prior period Adjustment(Net) -- 22.73

Balance brought forward from last year 447.63 459.27

Balance Carried Forward 436.89 447.63

DIVIDEND

Keeping in view the financial results, your director do not recommend any dividend during the year under review.

DIRECTORS

Shri Kamlesh Agrawal and Shri Mangesh Agrawai, Directors of the company wiil retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appoiontment.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration more than the specified limit prescribed u/s.217(2A) of the Companies Act, 1956, (Particulars of Employees) Rules, 1975. Hence, the information required in terms of Section 217(2A) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975 is not applicable to us.

AUDITORS

The M/s. G. K. Choksi & Co., Chartered Accountant, retiring Auditors, Ahmedabad are eligible and offer themselves for re-appointment. The Auditors have furnished a certificate to the effect that their reappointed, if made shall be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

Compliance certificate under the provisions of Section 383(1) of the Companies Act, 1956 obtained from Rajesh Parekh & Co., Company Secretary in whole time practice is attached herewith for your perusal.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Additional information on Conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of 217(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is annexed hereto and forms part of this Report.

PUBLIC DEPOSIT

During the year under review your Company has not accepted any deposits from the" public.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors state that

- In the presentation of Annual Accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure.

- The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and the profit or loss of the Company for the period.

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for preventing and detecting fraud and other irregularities.

The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As required under the Listing Agreement with Stock Exchanges, Report on "Corporate Governance" is attached and forms a part of Directors Report. A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the Listing Agreement is annexed to the Report of the Corporate Governance.

ACKNOWLEDGMENT :

The Directors wish to place on record their appreciation to the devoted services of the workers, staff and the officers who largely contributed to the efficient management of the Company in the difficult times. The Directors place on record their appreciation for the continued support of the shareholders of the Company.The Directors also take this opportunity to express their grateful appreciation for assistance and co- operation received from the bankers, vendors and stakeholders including financial institutions, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

FOR AND ON BEHALF OF THE BOARD

PLACE :AHMEDABAD

DATE : August 21,2010 KAMLESH R.AGARWAL

CHAIRMAN

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