Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Rishiroop Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their Fortieth Annual Report, together with the Audited Statement of Accounts for the financial year ended March 31, 2025.

FINANCIAL SUMMARY

The summarized financial results of the Company for the year ended March 31, 2025 are presented below:

(Rs in Lacs)
Particulars	2024-2025	2023-2024
Revenue from Operations	7436.11	7667.14
Other Income	971.80	2172.58
Total Income	8407.91	9839.72
Profit / (Loss) before Depreciation, Finance Cost and Tax	1517.09	2877.33
Less: Depreciation	62.44	63.81
Finance Cost	13.97	15.69
Profit /(Loss) before Tax	1440.68	2797.83
Less: Provision for Tax (Including Income Tax, Prior period tax)	207.19	229.76
Less: Deferred Tax	167.12	152.19
Profit/(Loss) after Tax	1066.37	2415.88
Add: Other Comprehensive Income	(23.65)	(1.38)
Total Comprehensive Income carried to Other Equity	1042.72	2414.50

BUSINESS OVERVIEW AND STATE OF AFFAIRS

Ongoing conflict in various regions and tariff wars pose significant risk to global economic outlook. Despite this global uncertainty, Indiaâs real GDP growth of 6.4 % in 2024-25 remains close to the decadal average showing the resilience in the economy. The Economic Survey 2024-25 notes that India continues to register the fastest growth in manufacturing driven by new business gains and robust demand.

From a Company perspective, during the year under review prices of petroleum products continued to be volatile with a sharp drop in prices towards the close of financial year as macro sentiment soured amid escalating trade tensions. The compression in demand for our products in matured markets was offset by positive growth in domestic volumes. We continue to monitor the potential impact of recent global developments, including the evolving policy landscape in the USA, which may introduce new challenges and uncertainties.

Your Companyâs sales turnover during the year under review was Rs. 7436.11 lacs as compared to Rs. 7667.14 lacs in the previous year. Other income in the year under review was Rs. 971.80 lacs as compared to Rs. 2172.58 lacs in previous year, due to sharp decrease in value of investment portfolio on account of global uncertainties impacting the stock prices. Hence, total of sales and other income decreased to Rs. 8407.91 lacs from Rs. 9839.72 lacs in previous year. The Profit Before Tax (PBT) for the period was Rs. 1440.68 lacs as against profit of Rs. 2797.83 lacs in the previous year.

SHARE CAPITAL

The total issued and paid-up share capital of the Company as on March 31, 2025 is Rs. 9,16,36,030/-divided into 91,63,603 equity shares of Rs.10/- each. There was no change in the share capital of the Company during the year under review.

EVENTS OCCURING AFTER THE BALANCE SHEET DATE

No material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

DIVIDEND

The Board of Directors of the Company recommends for consideration of shareholders at the 40^th Annual General Meeting, the payment of final dividend @ 15 % (Re. 1.50 per share) (subject to tax deduction at source) on the equity shares of face value of Rs. 10/- each for the year ended March 31, 2025.

The Board proposes to transfer an amount of Rs. 50.00 lacs to the General Reserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereof, equity dividend amount of Rs. 316,367/- (for FY 2016-17) and redemption amount of Rs. 1,89,56,858/-in respect of the Redeemable Preference Shares issued by the Company in 2017, which remained unclaimed for a period of seven years was transferred to the Investor Education and Protection Fund (IE&PF) during the year. Further, 10,560 shares pertaining to such unclaimed dividend for financial year 2016-17 was also transferred to the IE&PF Authority, as per the statutory provisions. Dividend amount of Rs. 379,098/- for the financial year 2023-24, in respect of the shares held by the IE&PF Authority was also transferred to the designated IE&PF bank account during the year.

Your Company has appointed the Company Secretary of the Company, Mr. Agnelo A. Fernandes, as the Nodal Officer under the aforesaid IE&PF Rules. Further details pertaining to IE&PF transfer are available on the IE&PF website: www.iepf.gov.in and on the Company website on the following weblink- http:// www.rishiroop.in/investors/corporate-governance/downloads/.

DIRECTORS

The Board of Directors in the meeting held on February 10, 2025 reappointed Mr. Aditya A. Kapoor (DIN : 00003019) as Managing Director of the Company for a period of three years from April 1, 2025 to March 31, 2028. The appointment was confirmed by the Members by passing a Special Resoluation through Postal Ballot on March 30, 2025.

Pursuant to Section 149(11) of the Companies Act, 2013, Mrs. Vijyatta Jaiswal (DIN: 07131327), Non-Executive Independent Director of the Company will demit office at the conclusion of the 40^th Annual General Meeting of the Company consequent to completion of her second and final term of her appointment of five consecutive years as Independent Director. The Board of Directors place on record its appreciation for the assistance and guidance provided by Mrs. Vijyatta Jaiswal during her tenure as an Independent Director of the Company specifically in the realm of accountancy, taxation, regulatory compliance and risk management.

The Board in the meeting held on May 15, 2025, appointed Mrs. Falguni Hitesh Shah (DIN: 00635202) who is a Chartered Accountant having over 30 years of experience in Financial Reporting, Statutory Audit, Tax Audit and GST as an Additional Director of the Company (in the capacity of Non-Executive Independent Director) and also approved the Notice of Postal Ballot seeking approval of the members by way of a Special Resolution for her appointment as Non-Executive Independent Director for a term of five consecutive years from May 15, 2025 to May 14, 2030.

In terms of the Articles of Association of the Company and the Companies Act, 2013, Mr. Atul R. Shah (DIN: 00004528), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for reappointment. Since Mr. Atul R. Shah has attained the age of 75 years, pursuant to Reg. 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, the continuation of his appointment is also required to be approved by the members through Special Resolution as set out in the Notice for the 40^th AGM of the Company.

Mr. Atul R. Shah is a fellow member of Institute of Chartered Accountants of India (ICAI) and has 50 years expertise in Corporate Laws, Taxation, Accounts and Auditing. He is a director on the board of one private limited company of the Group. Other than this, he does not hold any directorships and membership of any Committees of the Boards of Directors of any other companies, except Rishiroop Limited. He is holding 100 shares of the Company as on March 31, 2025.

The Board considers that his continued association would be of immense benefit to the Company, and it is desirable to continue to avail services of Mr. Shah as Non-Executive Director. Accordingly, the Board of Directors recommends the continuation of his appointment as Non-Executive Director of the Company.

All the appointments of Directors of the Company are in compliance with the provisions of Section 164 of the Companies Act, 2013.

All Independent directors have given the declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013, and clause 16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, that they fulfill the conditions of independence as specified in the Act and SEBI (LODR) Regulations, 2015 and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act.

All Independent Directors of the Company have confirmed that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs [âIICAâ] as prescribed by the Ministry of Corporate Affairs under the relevant Rules, and that they would give the online proficiency self-assessment test conducted by IICA which is prescribed under the relevant Rules, if applicable.

All Directors and senior management personnel have confirmed compliance with the Code of Conduct for Directors and Senior Management personnel.

The relevant details of the Directors, and their attendance at Board and Committee meetings are given in the Corporate Governance Report attached herewith.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Aditya A. Kapoor, Managing Director, Mr. Mittal N. Savla, Chief Financial Officer and Mr. Agnelo A. Fernandes, Company Secretary are the KMP of your Company.

BOARD COMMITTEES

The Board has constituted various committees consisting of Executive and Non-Executive Directors of the Company to ensure good corporate governance and in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Currently, the Board has four committees, viz.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholdersâ Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their composition, terms of reference and other details are provided in the report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

The details of the number of meetings of the Board and Board Committees held during the financial year 2024-25 forms part of the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD

The Independent Directors, during their separate meeting held on February 10, 2025 and the Board in its meeting also held on February 10, 2025, conducted a formal evaluation of the performance of the Chairman, Managing Director, Non-Executive Director, Independent Directors, the Board as a whole and also that of its Committees in accordance with the requirements of Sec. 134(3)(p) of the Companies Act, 2013, and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made is summarized below:

1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman, draft parameterized feedback forms for evaluation of the Board, Independent Directors, Managing Director, Non-Executive Director and Chairman.

2. I ndependent Directors at a meeting without anyone from the non-independent directors and management person present, considered/evaluated the Boardâs performance, performance of the Chairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the concerned director). Board also evaluated the fulfillment of independence criteria by the independent directors.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report with the Auditorsâ Certificate thereon are attached hereto and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is attached hereto and forms part of this Report.

DETAILS OF 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/Courts that would impact the going concern status of the company and its future operations.

DEPOSITS

During the year, your Company has not accepted deposits from the shareholders and others, and has complied with the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate companies. Therefore, Form AOC-1 is not annexed to this Report.

DIRECTORSâ RESPONSIBILITY STATEMENT U/S 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(5) of Companies Act, 2013, as amended, with respect to the Directorsâ Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended March 31, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments 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 March 31, 2025, and of the profit and loss of the Company for the year ended March 31, 2025;

3) The Directors have taken proper and sufficient care 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;

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2025 on a going concern basis;

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

Jayesh Dadia & Associates LLP, Chartered Accountants (Registration No. 121142W/W100122), were appointed as Statutory Auditors at the 37^nd Annual General Meeting till the conclusion of 42^nd Annual General Meeting of the Company.

The observations of the Statutory Auditors on the annual financial statement for the year ended March 31, 2025, including the relevant notes to the financial statement are self-explanatory, and therefore, do not call for any further comments. The said Auditorsâ Report which has been issued with unmodified opinion does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS, IF ANY

Pursuant to the provisions of Section 134(3)(ca) of Companies Act, 2013, it is hereby confirmed that during the financial year 2024-25, there have been no frauds reported by the auditors.

SECRETARIAL AUDIT REPORT & SECRETARIAL COMPLIANCE REPORT

As per requirement of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed DM & Associates Company Secretaries LLP as the Secretarial Auditor for financial year 2024-25, whose Secretarial Audit Report in Form MR-3 dated May 3, 2025 is attached separately to this Report. Further, pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report dated May 3, 2025, in the prescribed format, is also attached to this Report. The aforesaid Reports are self-explanatory and do not call for any further explanation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, your Company entered into related party transactions, including renewal of leave and license agreement with Rishiroop Polymers Private Limited, a related party in respect of the office premises situated at 1005, The Summit Business Bay, Andheri-Kurla Road, Andheri East, Mumbai - 400 093 for locating the Corporate Office of the Company. Justification for the transaction: Most favorable terms offered including competitive rental charges, no security deposit, no brokerage payment, fully furnished office, synergy of operations with other group companies etc.

All the related party transactions were on armâs length basis. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meeting of Board and its Powers), Rules, 2014.

All related party transactions have been approved by the Audit Committee of your Company and by the Board of Directors. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. A statement of all Related Party Transactions pursuant to the omnibus approval so granted is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis, specifying the nature, value of the transactions and other prescribed details.

Details of the related party disclosures and transactions (including transactions of the Company with any person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the Company), as applicable, are given in Note no. 36 to the financial statements. Since the related party transactions are all on armâs length, and there are no material contracts, arrangement or transactions, and hence, Form AOC-2 is not annexed to this Report.

In compliance with the provisions of Regulation 34(3) read with Para A - Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with section 134(3)(h) of the Act, since your Company has no holding, subsidiary or associate company, it is confirmed that no loans or advances in the nature of loans have been received or paid to such companies, and that no loans or advances in the nature of loans have been received or paid to any firms or companies in which a director is interested and no investments have been made in the shares of holding companies or any of its subsidiaries.

POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY

The revised policy on Related Party Transactions as reviewed and approved by the Board in the meeting held on May 15, 2025 is accessible on the weblink: http://www.rishiroop.in/investors/corporate-governance/policies/.

RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. The Companyâs risk management processes focus on ensuring that these risks are identified on a timely basis and addressed. The Company has a policy on Risk Management, which is accessible on the weblink: http://www.rishiroop.in/investors/corporate-governance/policies/.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use, and removal.

The internal control system is supplemented by documented policies, guidelines, and procedures. The Companyâs internal auditors continuously monitors the effectiveness of the internal controls with a view to provide to the Audit Committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organizationâs internal controls and risk management procedures. The Internal Auditor submits detailed reports on quarterly basis to the Audit Committee and management. The Audit Committee reviews these reports with the executive management with a view to provide oversight of the internal control system.

Your Company is in compliance with the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards approved by the Central Government. Your Company has framed and put into effect, several policies on important matters such as Nomination and Remuneration of directors and KMP, materiality of events/information, preservation of documents/archival policy etc., which provide robust guidance to the management in dealing with such matters to support internal control. Your Company reviews its policies, guidelines, and procedures of internal control on an ongoing basis in view of the ever-changing business environment and regulatory requirements.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board shall have minimum 3 (three) and maximum 15 (fifteen) directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a director on the Board. The Company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Memorandum and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Companies Act/SEBI Regulations. Except for the Managing Director, no other directors are paid remuneration, but are paid only sitting fees. The Managing Director is paid remuneration as approved by the shareholders, but is not paid any sitting fees. Managing Director, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMP) of the Company. All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.

Criteria for determining Independence of Director: A Director will be considered as an âIndependent Directorâ if he/she meets with the criteria for âIndependent Directorâ as laid down in the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

Qualification: While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board. It is ensured that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the âCode for Independent Directorsâ as outlined in Schedule IV to the Companies Act, 2013.

A copy of the policy for remuneration to non-executive and independent directors is available on the weblink: http://www.rishiroop.in/investors/corporate-governance/policies/

PARTICULARS OF EMPLOYEES AND REMUNERATION

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remunerations of Managerial Personnel) Rules, 2014, the relevant details for financial year 202425 are given below:

(i) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, ratio of the remuneration of each Director to the median remuneration of the employees of your Company for the financial year 2024-25 are as under:

Sr. No.	Name of Director /KMP & designation	Remuneration of Directors/ KMP for FY 2024-25 (Rs. In lakhs)	% Increase/ (Decrease) in Remuneration for the FY 2024-25	Ratio of Remuneration of each Director to the median remuneration of employee
1	Mr. Arvind M. Kapoor, Director	1.95	30.00	0.43
2	Mr. Aditya A. Kapoor, Managing Director	123.96	10.20	27.61
3	Mr. Hemant D. Vakil, Independent Director	1.80	-2.70	0.40
4	Ms. Vijyatta Jaiswal, Independent Director	1.75	-5.41	0.39
5	Mr. Atul R. Shah, Non-Executive Director	1.25	-3.85	0.28
6	Mr. Sitendu Sharma Independent Director (&)	1.85	640.00	0.41
7	Mr. Mittal Savla Chief Financial Officer	28.55	4.92	Not applicable
8	Mr. Agnelo Fernandes, Company Secretary	29.02	13.63	Not applicable

& - Remuneration for previous year FY 2023-24 was for part of the year (i.e. w.e.f. 12.02.2024)

In the financial year, there was an increase of 7.16 % in the median remuneration of the employees.

(ii) There were 35 permanent employees on the rolls of your Company as on March 31, 2025.

(iii) Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year i.e. 2024-25 was 10.31 %, whereas, increase in the managerial remuneration for the same financial year was 9.58 %. Managerial remuneration paid during the financial year 2024-25 was as per the provisions of the Companies Act, 2013 and the Remuneration Policy of your Company.

(iv) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of your Company.

Further, as per Sec 197(12) of Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the aforesaid Rules, the Statement containing names and details of the top ten employees in terms of remuneration drawn during the financial year 2024-25 forms part of this report. This Report is sent to the members excluding the aforesaid Statement. This Statement is open for inspection at the Registered Office of the Company during working hours, and any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure âAâ to this Report.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The policy was revised on February 7, 2023. This Policy inter alia provides a direct access to

a Whistle Blower to the Chairman of Audit Committee on his dedicated email-ID: auditcommittee@ rishiroop.in. The Company affirms that during the year under review no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy covering all employees and directors is hosted on the Companyâs website at URL - http://www.rishiroop.in/investors/corporate-governance/policies/.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Sexual Harassment Prevention Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Committee was reconstituted during the year.

All employees are covered under the said Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

â¢ No. of complaints received: Nil

â¢ No. of complaints disposed: Nil

â¢ No. of complaints pending: Nil

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of the familiarization program for Independent Directors is accessible on the Company website at http://www.rishiroop.in/investors/corporate-governance/policies/.

CORPORATE SOCIAL RESONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and the relevant Rules, the Board constituted the CSR Committee under the Chairmanship of Mr. Arvind M. Kapoor. The other members of the Committee are Mr. Aditya Kapoor, Mr. Hemant Vakil and Mr. Atul Shah. A detailed CSR policy has also been framed which is placed on the companyâs website: http://www.rishiroop.in/investors/corporate-governance/ policies/. The report on CSR as required under Section 135 of the Companies Act, 2013 is given in Annexure âBâ to this Report.

ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return of the Company for the financial year ended March 31, 2025 will be uploaded on the website of the Company on weblink: http://www.rishiroop.in/investors/corporate-governance/downloads/ after the said Return is filed with the Registrar of Companies, Mumbai within the statutory timelines.

SECRETARIAL STANDARDS

The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, which have been approved by the Central Government have been duly followed by your Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is required, and accordingly, such accounts and records are made and maintained by the Company.

OTHER STATUTORY DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions during the year under review:

â¢ There has been no change in the nature of business of the Company

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise

â¢ Issue of employee stock options or sweat equity shares

â¢ There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016

â¢ There was no instance of onetime settlement with any Bank or Financial Institution

â¢ Your Company is not identified as a âLarge Corporateâ as per the framework provided in SEBI Circular No. SEBI/HO/DDRS/CIR/P/2018/144 dated 26 November 2018, and your Company has not raised any funds by issuance of debt securities.

POLICIES

The updated policies as per the statutory requirements are uploaded on website of the Company at: https://www.rishiroop.in/investors/corporate-governance/policies/.

TDS ON DIVIDEND

Pursuant to Finance Act 2020, dividend income is taxable in the hands of shareholders with effect from April 1, 2020, and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, please refer to the Finance Act, 2020 and the amendments thereof. The shareholders are requested to update their PAN with the Depository Participant (if shares held in electronic form) and Company / Registrars - MUFG Intime India Private Limited (if shares held in physical form).

A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G / 15H, to avail the benefit of non-deduction of tax at source by e-mail to investor@rishiroop.com. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

Non-resident shareholders [including Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors(FPIs)] can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose, the shareholder may submit the above documents (PDF / JPG Format) by e-mail to investor@rishiroop.com.

ACKNOWLEDGEMENTS

The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and continued support to the Company.

Mar 31, 2024

The Directors have pleasure in presenting their Thirty-Ninth Annual Report, together with the Audited Statement of Accounts for the financial year ended March 31, 2024.

FINANCIAL SUMMARY

The summarized financial results of the Company for the year ended March 31, 2024 are presented below:

(Rs in Lacs)
Particulars	2023-2024	2022-2023
Revenue from Operations	7667.14	8870.48
Other Income	2172.58	143.98
Total Income	9839.72	9014.46
Profit / (Loss) before Depreciation, Finance Cost and Tax	2877.33	1184.16
Less: Depreciation	63.81	78.61
Finance Cost	15.69	17.82
Profit /(Loss) before Tax	2797.83	1087.73
Less: Provision for Tax (Including Income Tax, Prior period tax)	229.76	255.52
Less: Deferred Tax	152.19	22.13
Profit/(Loss) after Tax	2415.88	810.08
Add: Other Comprehensive Income	(1.38)	(14.76)
Total Comprehensive Income carried to Other Equity	2414.50	795.32

BUSINESS OVERVIEW AND STATE OF AFFAIRS

India stands at a pivotal point in its growth journey, poised to become a US$5 trillion economy within the next few years. It is expected that the gross domestic product (GDP) will exceed 7.2% in 2023-24, marking the third consecutive year of over 7% growth. This resilience is particularly compelling at a time when global growth continues to face challenges.

From a Company perspective, during the year under review the fluctuations in prices of petroleum products and the simmering geo political tensions due to wars in Ukraine and Middle East and supply chain disruptions resulted in lower margins. The compression in demand in matured markets was offset by positive growth in domestic volumes. In the long run, the rising demand in domestic markets will ensure sustained revenue growth.

Your Companyâs sales turnover during the year under review was Rs. 7667.14 lacs as compared to Rs. 8870.48 lacs in the previous year. Other income in the year under review was Rs. 2172.58 lacs as compared to Rs. 143.98 lacs in previous year, due to sharp increase in value of investment portfolio on account of bullishness in the stock market. Hence, total of sales and other income increased to Rs. 9839.72 lacs from Rs. 9014.46 lacs in previous year. The Profit Before Tax (PBT) for the period was Rs. 2797.83 lacs as against profit of Rs. 1087.73 lacs in the previous year.

SHARE CAPITAL

The total issued and paid-up share capital of the Company as on March 31, 2024 is Rs. 9,16,36,030/-divided into 91,63,603 equity shares of Rs.10/- each. There was no change in the share capital of the Company during the year under review.

EVENTS OCCURING AFTER THE BALANCE SHEET DATE

No material changes and commitments which could affect the financial position of the Company have

occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

DIVIDEND

The Board of Directors of the Company recommends for consideration of shareholders at the 39^th Annual General Meeting, the payment of final dividend @ 18 % (Re. 1.80 per share) (subject to tax deduction at source) on the equity shares of face value of Rs. 10/- each for the year ended March 31, 2024.

The Board proposes to transfer an amount of Rs. 50.00 lacs to the General Reserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereof, equity dividend amount of Rs. 254,393/- and OCPS dividend amount of Rs. 67,829/- both for the financial year 2015-16 which remained unclaimed for a period of seven years was transferred to the Investor Education and Protection Fund (IE&PF) during the year. Further, 6820 shares pertaining to such unclaimed dividend for financial year 2015-16 was also transferred to the IE&PF Authority, as per the statutory provisions. Dividend amount of Rs. 317,415 /- for the financial year 2022-23, in respect of the shares held by the IE&PF Authority was also transferred to the designated IE&PF bank account during the year.

Your Company has appointed the Company Secretary of the Company, Mr. Agnelo A. Fernandes, as the Nodal Officer under the aforesaid IE&PF Rules. Further details pertaining to IE&PF transfer are available on the IE&PF website: www.iepf.gov.in and on the Company website on the following weblink - http://www.rishiroop.in/investors/corporate-governance/downloads/.

DIRECTORS

During the year under review, Mr. Dilipkumar P. Shah (DIN: 00005072), Independent Director, demitted office on March 31, 2024 consequent to completion of his second and final term of five consecutive years each, pursuant to Section 149 (11) of the Companies Act, 2013. The Board of Directors place on record its appreciation for the assistance and guidance provided by Mr. Dilipkumar P. Shah during his tenure as an Independent Director of the Company. Mr. Shah contributed immensely to the growth of the Company by providing his valuable inputs and advice on various matters and specifically in the realm of accountancy, taxation, regulatory compliance and risk management.

Further during the year under review, Mr. Sitendu Sharma (DIN: 01956423) was appointed as an Additional Director (in the capacity of Independent Director) in the board meeting held on February 12, 2024. Thereafter, by a special resolution passed by postal ballot on March 29, 2024, Mr. Sitendu Sharma (DIN: 01956423) was appointed as an Independent Director for a term of five consecutive years from February 12, 2024 to February 11, 2029.

In terms of the Articles of Association of the Company and the Companies Act, 2013, Mr. Arvind M. Kapoor (DIN: 00002704), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for reappointment.

Mr. Kapoor is M.S. (Polymer Engg.) USA and B.Tech., IIT - Mumbai, and has over 44 years of valuable industrial and managerial experience. He is a director on the board of five companies of the Rishiroop Group. Other than this, he does not hold any directorships and membership of any Committees of the Boards of Directors of any other companies, except Rishiroop Limited. He is holding 250,000 shares of the Company as on March 31, 2024.

The Board considers that his continued association would be of immense benefit to the Company, and it is desirable to continue to avail services of Mr. Kapoor as Non-Executive Director. Accordingly, the

Board of Directors recommends his reappointment as Director of the Company.

All the appointments of Directors of the Company are in compliance with the provisions of Section 164 of the Companies Act, 2013.

All Independent directors have given the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, and clause 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Corporation, that they fulfill the conditions of independence as specified in the Act and SEBI (LODR) Regulations, 2015 and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act.

All Directors and senior management personnel have confirmed compliance with the Code of Conduct for Directors and Senior Management personnel.

The relevant details of the Directors, and their attendance at Board and Committee meetings are given in the Corporate Governance Report attached herewith.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Aditya A. Kapoor, Managing Director, Mr. Mittal N. Savla, Chief Finance Officer and Mr. Agnelo A. Fernandes, Company Secretary are the KMP of your Company.

BOARD COMMITTEES

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholdersâ Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their composition, terms of reference and other details are provided in the report on Corporate Governance.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

The details of the number of meetings of the Board and Board Committees held during the financial year 2023-24 forms part of the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD

The Independent Directors, during their separate meeting held on February 12, 2024 and the Board in its meeting also held on February 12, 2024, conducted a formal evaluation of the performance of the Chairman, Managing Director, Non-Executive Director, Independent Directors, the Board as a whole and also that of its Committees in accordance with the requirements of Sec. 134(3)(p) of the Companies Act, 2013, and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made is summarized below:

CORPORATE GOVERNANCE REPORT

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is attached hereto and forms part of this Report.

DETAILS OF 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/Courts that would impact the going concern status of the company and its future operations.

DEPOSITS

During the year, your Company has not accepted deposits from the shareholders and others, and has complied with the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate companies. Therefore, Form AOC-1 is not annexed to this Report.

DIRECTORSâ RESPONSIBILITY STATEMENT U/S 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(5) of Companies Act, 2013, as amended, with respect to the Directorsâ Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments 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 March 31, 2024, and of the profit and loss of the Company for the year ended March 31, 2024;

4) The Directors have prepared the annual accounts for the financial year ended March 31, 2024 on a going concern basis;

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

The observations of the Statutory Auditors on the annual financial statement for the year ended March 31, 2024, including the relevant notes to the financial statement are self-explanatory, and therefore, do not call for any further comments. The said Auditorsâ Report which has been issued with unmodified opinion does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS, IF ANY

Pursuant to the provisions of Section 134(3)(ca) of Companies Act, 2013, it is hereby confirmed that during the financial year 2023-24, there have been no frauds reported by the auditors.

SECRETARIAL AUDIT REPORT & SECRETARIAL COMPLIANCE REPORT

As per requirement of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed DM & Associates Company Secretaries LLP as the Secretarial Auditor for financial year 2023-24, whose Secretarial Audit Report in Form MR-3 dated May 7, 2024 is attached separately to this Report. Further, pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report dated May 7, 2024, in the prescribed format, is also attached to this Report. The aforesaid Reports are self-explanatory, and do not call for any further explanation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, your Company entered into related party transactions, including taking on leave and license basis from Rishiroop Polymers Private Limited, a related party, the office premises situated at 1005, The Summit Business Bay, Andheri-Kurla Road, Andheri East, Mumbai - 400 093 for locating the Corporate Office of the Company. Justification for the transaction: Most favorable terms offered including competitive rental charges, no security deposit, no brokerage payment, fully furnished office, synergy of operations with other group companies etc.

Details of the related party disclosures and transactions (including transactions of the Company with any person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the Company), as applicable, are given in Note no. 31 to the financial statements. Since the related party transactions are all on armâs length, and there are no material contracts, arrangement or transactions, and hence, Form AOC-2 is not annexed to this Report.

In compliance with the provisions of Regulation 34(3) read with Para A - Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 134(3)(h) of the Act, since your Company has no holding, subsidiary or associate company, it is confirmed that no loans or advances in the nature of loans have been received or paid to such companies, and that no loans or advances in the nature of loans have been received or paid to any firms or companies in which a director is interested and no investments have been made in the shares of holding companies or any of its subsidiaries.

POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY

The revised policy on Related Party Transactions as reviewed and approved by the Board in the meeting held on May 21, 2021 is accessible on the Company website viz. http://www.rishiroop.in/investors/ corporate-governance/policies/.

RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. The Companyâs risk management processes focus on ensuring that these risks are identified on a timely basis and addressed. The Company has a policy on Risk Management, which is accessible on the Company website: http://www.rishiroop.in/investors/corporate-governance/policies/.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

A copy of the policy for remuneration to non-executive and independent directors is available on the website of the Company i.e www.rishiroop.in on the weblink :

http://www.rishiroop.in/investors/corporate-governance/policies/

PARTICULARS OF EMPLOYEES AND REMUNERATION

Sr.

No.

Name of Director /KMP & designation

Remuneration of Directors/ KMP for FY 2023-24 (Rs. In lakhs)

% Increase/ (Decrease) in Remuneration for the FY 2023-24

Ratio of Remuneration of each Director to the median remuneration of employee

Mr. Arvind M. Kapoor, Director

1.50

-23.08

0.36

2	Mr. Aditya A. Kapoor, Managing Director	112.49	9.00	26.85
3	Mr. Dilipkumar P. Shah, Independent Director	1.75	0.00	0.42
4	Mr. Hemant D. Vakil, Independent Director	1.85	2.78	0.44
5	Ms. Vijyatta Jaiswal, Independent Director	1.85	0.00	0.44
6	Mr. Atul R. Shah, Non-Executive Director	1.30	44.44	0.31
7	Mr. Sitendu Sharma Independent Director (&)	0.25	Not applicable	0.06
8	Mr. Mittal Savla Chief Financial Officer	27.21	22.29	Not applicable
9	Mr. Agnelo Fernandes, Company Secretary	25.54	6.33	Not applicable

& - Remuneration for part of the year (i.e. w.e.f. 12.02.2024)

(ii) In the financial year, there was an increase of 23.24% in the median remuneration of the employees.

(iii) There were 32 permanent employees on the rolls of your Company as on March 31, 2024.

(iv) Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year i.e. 2023-24 was 12.07 %, whereas, increase in the managerial remuneration for the same financial year was 12.54 %. Managerial remuneration paid during the financial year 2023-24 was as per the provisions of the Companies Act, 2013 and the Remuneration Policy of your Company.

(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of your Company.

Further, as per Sec 197(12) of Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the aforesaid Rules, the Statement containing names and details of the top ten employees in terms of remuneration drawn during the financial year 2023-24 forms part of this report. This Report is sent to the members excluding the aforesaid Statement. This Statement is open for inspection at the Registered Office of the Company during working hours, and any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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

ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The policy was approved on February 13, 2015. This Policy inter alia provides a direct access to a Whistle Blower to the Chairman of Audit Committee on his dedicated email-ID: auditcommittee@ rishiroop.in. The Whistle Blower Policy covering all employees and directors is hosted on the Companyâs website at URL - http://www.rishiroop.in/investors/corporate-governance/policies/

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

All employees are covered under the said Policy. Following is a summary of sexual harassment complaints received and disposed off during the year:

â¢ No. of complaints received: Nil

â¢ No. of complaints disposed: Nil

â¢ No. of complaints pending: Nil

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of the familiarization program for Independent Directors is accessible on the Company website at http://www.rishiroop.in/investors/corporate-governance/policies/

CORPORATE SOCIAL RESONSIBILITY (CSR)

ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return of the Company for the Financial Year ended March 31, 2024 will be uploaded on the website of the Company on weblink http://www.rishiroop.in/investors/corporate-governance/downloads/ after the said Return is filed with the Registrar of Companies, Mumbai within the statutory timelines.

SECRETARIAL STANDARDS

MAINTENANCE OF COST RECORDS

OTHER STATUTORY DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions during the year under review:

â¢ There has been no change in the nature of business of the Company

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise

â¢ Issue of employee stock options or sweat equity shares

â¢ There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016

â¢ There was no instance of onetime settlement with any Bank or Financial Institution

POLICIES

The updated policies as per the statutory requirements are uploaded on website of the Company at: https://www.rishiroop.in/investors/corporate-governance/policies/.

TDS ON DIVIDEND

Pursuant to Finance Act 2020, dividend income is taxable in the hands of shareholders with effect from April 1, 2020, and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, please refer to the Finance Act, 2020 and the amendments thereof. The shareholders are requested to update their PAN with the Depository Participant (if shares held in electronic form) and Company / Registrars - Link Intime India Private Limited (if shares held in physical form).

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Place: Mumbai Arvind Mahendra Kapoor

Date: 21.05.2024 Chairman

DIN: 00002704

Registered Office:

W-75(A) & W-76(A), MIDC Industrial Area,

Satpur, Nasik - 422007

CIN - L25200MH1984PLC034093

Mar 31, 2019

TO THE MEMBERS,

The Directors have pleasure in presenting their Thirty-Fourth Annual Report, together with the Audited Statement of Accounts for the financial year ended 31^st March, 2019.

Pursuant to the notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (ââInd ASââ) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1^st April, 2017.

FINANCIAL SUMMARY

The summarized financial results of the Company for the year ended 31^st March, 2019 are presented below:

(Rs in Lacs)

Particulars

2018-2019

2017-2018

Sales and other income

Profit before Depreciation, Finance Cost and Tax

Less:

Depreciation

Finance Cost

Profit before Tax

Less: Provision for Tax (Including Income Tax, Prior period tax and Deferred Tax) Profit after Tax

Add: Other Comprehensive Income

Total Comprehensive Income carried to Other Equity

6299.18

921.83

45.08

25.88

850.87

120.73

730.14

(3.01)

727.13

6373.44

1278.32

63.38

25.05

1189.89

382.38

807.51

(4.92)

802.59

REVIEW OF OPERATIONS

Your Companyâs Sales turnover was Rs. 6064.89 lacs in the year under review as compared to Rs. 6028.27 lacs in the previous year. Other income in the year under review was Rs. 234.29 lacs as compared to Rs.345.17 lacs in previous year primarily due to fluctuation in value of the investment portfolio.

The Profit before tax (PBT) for the period under review has decreased from Rs. 1189.89 lacs in the previous year to Rs. 850.87 lacs in current year.

EVENTS OCCURING AFTER THE BALANCE SHEET DATE

There are no material changes or commitments, between the end of the financial year to which the financial statements relate and the date of this report, that affects the financial position of the Company.

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of the Company recommend, for consideration of shareholders, at the 34^th Annual General Meeting, payment of dividend @ 12% (Re. 1.20/- per share) on the Equity Shares of face value of Rs. 10/- each for the year ended 31^st March, 2019. The dividend paid during the previous year was 12% (i.e. Re. 1.20 per share). An amount of Rs. 23.93 lakhs would be paid as dividend distribution tax on the dividend.

The Board proposes to transfer an amount of Rs. 10 lakhs (Rupees Ten Lakhs) to the General Reserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereof, dividend amount of Rs. 343,901/- for the financial year 2010-11 which remained unclaimed / unpaid for a period of seven years has been transferred to the Investor Education and Protection Fund (IE&PF) during the year. Further, 10,700 shares pertaining to such unclaimed / unpaid dividend for financial year 2010-2011 have also been transferred to the IE&PF Authority as per the statutory provisions. Dividend amount of Rs. 158,700/- for the financial year 2017-18 in respect of the shares transferred to IE&PF Authority has also been transferred to the designated IE&PF bank account during the year.

Your Company has appointed the Company Secretary of the Company, Mr. Agnelo A. Fernandes, as the Nodal Officer under the aforesaid IE&PF Rules. Further details pertaining to IE&PF transfer are available on the IE&PF website : www.iepf.gov.in and on the Company website on the following weblink - http://www.rishiroop.in/ investors/corporate-governance/downloads/

DIRECTORS

Mr. Shah is a fellow member of the Institute of Chartered Accountants of India (ICAI), and has 44 years of experience in the field of Corporate Laws, Taxation, Accounts, Finance and Management.

Mr. Shah is Director of Rishichem Distributors Private Limited and Rishi Foods Private Limited. Other than this, he does not hold any directorships and membership of any committees of the Boards of Directors of any other companies except Rishiroop Limited.

The Board considers that his continued association would be of immense benefit to the Company, and it is desirable to continue to avail services of Mr. Shah as non-executive Director. Accordingly, the Board of Directors recommends his reappointment as Director of the Company.

Members approval is sought by way of Special Resolution for the re-appointment of Mr. Aditya A. Kapoor, Managing Director of the Company, for a term of 3 years from 1^st April, 2019 upto 31^st March, 2022. Particulars relating to his appointment have been given in the Notice for the 34^th Annual General Meeting and explanatory statement annexed thereto.

Members approval is also sought by way of Special Resolution for re-appointment of Mr. Dilipkumar P. Shah, independent director of the Company, for a second term of 5 years with effect from 1^st April, 2019 upto 31^st March, 2024. Particulars relating to his appointment have been given in the Notice for the 34^th Annual General Meeting and explanatory statement annexed thereto.

All the appointments of Directors of the Company are in compliance with the provisions of Section 164 of the Companies Act, 2013.

The relevant details of the Directors, and their attendance at Board and Committee meetings are given in the Corporate Governance Report attached herewith.

ANNUAL EVALUATION OF THE BOARD

The Independent Directors, during their separate meeting held on 2^nd February, 2019, and the Board in its meeting also held on 2^nd February, 2019, conducted a Formal Evaluation of the performance of the Chairman, Managing Director, Non-Executive Director, Independent Directors, the Board as a whole and also that of its Committees in accordance with the requirements of Sec. 134(3)(p) of the Companies Act, 2013, and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made is summarized below:

2. Independent Directors at a meeting without anyone from the non-independent directors and management present, considered/evaluated the Boardâs performance, performance of the Chairman and other nonindependent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the concerned director).

NO. OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year 2018-19 forms part of the Corporate Governance Report.

AUDIT COMMITTEE

The details on the Audit Committee and its meetings during the financial year 2018-19 forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE REPORT

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is attached hereto and forms part of this Report.

DETAILS OF 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/Courts that would impact the going concern status of the company and its future operations.

DEPOSITS

During the year, your Company has not accepted deposits from the Shareholders and others, and has complied with the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.

DIRECTORSâ RESPONSIBILITY STATEMENT U/S 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(5) of Companies Act, 2013, as amended, with respect to the Directorsâ Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended 31^st March, 2019, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments 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 31^st March, 2019 and of the profit and loss of the Company for the year ended 31^st March, 2019;

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

4) The Directors have prepared the annual accounts for the financial year ended 31^st March, 2019 on a going concern basis.

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORTING OF FRAUDS

Pursuant to the provisions of Section 134(3)(ca) of Companies Act, 2013, it is hereby confirmed that during the year 2018-19 there have been no frauds reported by the auditors.

STATUTORY AUDITORS

M/s Jayesh Dadia & Associates LLP, Chartered accountants (Registration No.: 121142W), were appointed as Statutory Auditors at the 32^nd Annual General Meeting, till the conclusion of 37^th Annual General Meeting of the Company (subject to ratification of the appointment by the members at every AGM).

As required under the provisions of Section 139(1) of the Act, the Company has received a written consent from M/s Jayesh Dadia & Associates LLP, Chartered Accountants, for their appointment and a Certificate, to the effect that their re-appointment, if made, would be in accordance with the Act and the Rules framed thereunder, and that they satisfy the criteria provided in Section 141 of the Act. Your Board recommends ratification of their appointment as the Statutory Auditors at the Annual General Meeting.

The Companies (Amendment) Act, 2017 read with Notification S.O. 1833(E) dated 7^th May, 2018 deletes provision of annual ratification of the appointment of statutory auditor, and hence members approval is sought for dispensing with such annual ratification for the remainder of the term of appointment of M/s. Jayesh Dadia & Associates LLP as statutory auditors i.e. upto the conclusion of the 37^th Annual General Meeting of the Company.

The Auditors opinion given in the Audit report of M/s Jayesh Dadia & Associates LLP is unmodified and there are no qualifications / reservations or adverse remarks in the report. Further the observations and comments given in the Auditors Report read together with the notes to the accounts are self-explanatory, and hence do not call for any further explanation.

SECRETARIAL AUDIT REPORT & SECRETARIAL COMPLIANCE REPORT

As per requirement of the Companies Act, 2013 and Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Company had appointed DM & Associates Company Secretaries LLP as the Secretarial Auditor for FY 2018-2019, whose Secretarial Audit Report in Form MR-3 dated 17^th April, 2019 is attached separately to this report. Further, pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report dated 17^th April, 2019 in the prescribed format is also attached to this report. The aforesaid reports are self-explanatory and do not call for any further explanation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, your Company entered into related party transactions which were on armâs length basis and in the ordinary course of business. There are no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meeting of Board and its Powers), Rules, 2014.

All related party transactions have been approved by the Audit Committee of your Company and by the Board of Directors. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Details of the related party disclosures and transactions are given in Note no. 35 to the financial statements. Since the related party transactions are all on armâs length, and there are no material contracts, arrangement or transactions, Form AOC-2 is not annexed to this Report.

POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY

The policy on Related Party Transactions as approved by the Board is accessible on the Company website viz. http://www.rishiroop.in/investors/corporate-governance/policies/.

RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. The Companyâs Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed.

The Company has a policy on Risk Management, which is accessible on the Company website: http://www. rishiroop.in/investors/corporate-governance/policies/

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company, in compliance with the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards approved by the Central Government. Your Company has framed and put into effect, several policies on important matters such as Nomination and Remuneration of directors and KMP, materiality of events/information, preservation of documents/archival policy etc., which provide robust guidance to the management in dealing with such matters to support internal control. Your Company reviews its policies, guidelines, and procedures of internal control on an ongoing basis in view of the ever-changing business environment.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board shall have minimum 3 and maximum 15 directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a director on the Board. The Company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, Provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Memorandum of Association and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Companies Act/SEBI Regulations. Except for the Managing Director, no other directors are paid remuneration, but are paid sitting fees. The Managing Director is paid remuneration as approved by the Shareholders but is not paid any sitting fees. Managing Director, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMP) of the Company. All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.

A copy of the policy for remuneration to non executive and independent directors is available on the website of the Company i.e www.rishiroop.in on the weblink : http://www.rishiroop.in/investors/corporate-governance/policies/

PARTICULARS OF EMPLOYEES AND REMUNERATION

Sr. No.	Name of Director /KMP & designation	Remuneration of Directors/KMP for FY 2018-19 (Rs. In lakhs)	%Increase/(Decrease) in Remuneration for the FY 2018-19	Ratio of Remuneration of each Director to the median remuneration of employee
1	Mr. Arvind M. Kapoor, Director	1.00	(37.50)	0.29
2	Mr. Aditya A. Kapoor, Managing Director	54.60	11.26	15.78
3	Mr. Dilipkumar P. Shah, Independent Director	1.35	(10.00)	0.39
4	Mr. Hemant D. Vakil, Independent Director	1.45	(12.12)	0.42
5	Ms. Vijyatta Jaiswal, Independent Director	1.30	(16.13)	0.38
6	Mr. Atul R. Shah, Non-Executive Director	1.05	16.67	0.30
7	Mr. Suresh Khilnani, Chief Financial Officer	17.50	10.63	Not applicable
8	Mr. Agnelo Fernandes, Company Secretary	15.77	15.58	Not applicable

(ii) In the financial year, there was an increase of 22.70% in the median remuneration of the employees.

(iii) There were 38 permanent employees on the rolls of your Company as on 31^st March, 2019.

(iv) Average percentage increase in the salaries of employees other than the managerial personnel in the financial year 2018-19 was 12.70%, whereas, increase in the managerial remuneration for the same financial year was 12.49%. Managerial remuneration paid during the financial year 2018-19 was as per the provisions of the Companies Act, 2013 and the Remuneration Policy of your Company.

(v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of your Company.

During the financial year 2018-19, there are no employees whose remuneration was falling under remuneration as prescribed under Sec 197(12) of Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, as per Sec 197(12) of Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the aforesaid Rules, the Statement containing names and details of the top ten employees in terms of remuneration drawn during the financial year 2018-19 forms part of this report. This report is sent to the members excluding the aforesaid Statement. This Statement is open for inspection at the Registered Office of the Company during working hours, and any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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

ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The policy was approved on 13^th February, 2015. This Policy inter alia provides a direct access to a Whistle Blower to the Chairman of Audit Committee on his dedicated email-ID : auditcommittee@rishiroop.in. The Whistle Blower Policy covering all employees and directors is hosted on the Companyâs website at URL - http://www. rishiroop.in/investors/corporate-governance/policies/

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year:

- No. of complaints received : Nil

- No. of complaints disposed : Nil

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of the familiarization program for Independent Directors is accessible on the Company website at http:// www.rishiroop.in/investors/corporate-governance/policies/

CORPORATE SOCIAL RESONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and the relevant Rules, the Board reconstituted the CSR Committee under the Chairmanship of Mr. Arvind M. Kapoor. The other members of the Committee are Mr. Aditya Kapoor, Mr. Hemant Vakil and Mr. Atul Shah. A detailed CSR policy has also been framed which is placed on the companyâs website: http://www.rishiroop.in/investors/corporate-governance/policies/. The report on CSR as required under Section 135 of the Companies Act, 2013 is given in Annexure âBâ to this Report.

ANNUAL RETURN

An extract of the Annual Return i.e. Form No. MGT-9, as of 31^st March, 2019, pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, is given in Annexure âCâ to this Report. A copy of the Annual Return is also available on the website of the Company i.e www.rishiroop.in on the weblink - http://www.rishiroop.in/ investors/corporate-governance/downloads/

SECRETARIAL STANDARDS

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Place: Mumbai Arvind Mahendra Kapoor

Date: 11.05.2019 Chairman

DIN : 00002704

Registered Office:

W-75(A) & W-76(A)

MIDC Industrial Area

Satpur, Nasik - 422007

Mar 31, 2018

DIRECTORSâ REPORT

TO THE MEMBERS,

The Directors have pleasure in presenting their Thirty-Third Annual Report, together with the Audited Statement of Accounts for the financial year ended 31^st March, 2018.

FINANCIAL SUMMARY

The summarized financial results of the company for the year ended 31^st March, 2018 are presented below:

(Rs. in Lacs)

Particulars	2017-2018	2016-2017 (Restated as per Ind AS)
Sales and other income	6416.88	5421.39
Profit before Depreciation, Finance Cost and Tax	1278.32	1009.54
Less: Depreciation	63.38	77.83
Finance Cost	25.05	28.26
Profit before Tax	1189.89	903.45
Less: Provision for Tax (Including Income Tax, Prior period tax and Deferred Tax)	382.38	167.90
Profit after Tax	807.51	735.55
Add: Other Comprehensive Income	(4.92)	6.90
Total Comprehensive Income carried to Other Equity	802.59	742.45

REVIEW OF OPERATIONS

Your Companyâs Sales turnover was Rs. 6071.71 lacs in the year under review as compared to Rs. 4776.19 lacs in the previous year, driven largely by an 52 % increase in sale of finished goods.

The Profit before tax (PBT) for the period under review has increased from Rs. 903.45 lacs in the previous year to Rs. 1189.89 lacs in current year.

REDEMPTION OF PREFERENCE SHARES

As per terms of the Scheme of Amalgamation (âSchemeâ) with Rishiroop Rubber (International) Limited, sanctioned by the Honâble High Court of Gujarat, on 23^rd June, 2015, and the Honâble High Court of Bombay on 8th May, 2015, the Company made an application to BSE Limited for listing 26,18,447 Redeemable Preference shares (RPS) issued by the Company in lieu of unconverted 1% Optionally Convertible Preference Shares (OCPS). Keeping in view certain regulatory approvals required, BSE Ltd. referred the matter to Securities Exchange Board of India (SEBI). Your Company awaited the RPS listing approval and redeemed the RPS on the expiry of their tenure of 6 (six) months i.e. on 23^rd August, 2017 as per the Scheme terms, at a price of Rs. 45.32 per RPS. Total outflow on account of RPS redemption was Rs. 11.87 crore.

EVENTS OCCURING AFTER THE BALANCE SHEET DATE

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of the Company recommend, for consideration of shareholders, at the 33^rd Annual General Meeting, payment of dividend @ 12 % (Re. 1.20 per share) on the Equity Shares of face value of Rs. 10/- each for the year ended 31^st March, 2018. The dividend paid during the previous year was 10% (i.e. Re. 1/- per share). The Board proposes to transfer an amount of Rs. 10 Lakhs (Rupees Ten Lakhs) to the General Reserve. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with Section 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereof, the dividend amounts for the financial year 2009-10 which remained unclaimed / unpaid for a period of seven years have been transferred to the Investor Education and Protection Fund (IE&PF) during the year. The shares pertaining to such unclaimed / unpaid dividend have also been transferred to the IE&PF Authority as per the statutory provisions. DIRECTORS

Mr. Atul Shah (DIN: 00004528) was appointed as a Non- Executive Director, liable to retire by rotation, at the 32^nd Annual General Meeting held on 25^th September, 2017.

In terms of the Articles of Association of the Company and the Companies Act, 2013, Mr. Arvind M. Kapoor (DIN: 00002704), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for reappointment.

Mr. Kapoor is M.S. (Polymer Engg.) USA and B.Tech., IIT - Mumbai, and has over 38 years of Industrial and Managerial experience.

The Board considers that his continued association would be of immense benefit to the Company, and it is desirable to continue to avail services of Mr. Kapoor as non-executive Director. Accordingly, the Board of Directors recommends his reappointment as Director of the Company.

Mr. Nakul Kumar (DIN: 00262802), Independent Director, vide his letter dated 24^th May, 2017, submitted his resignation as Director from the Board. The Directors place on record their sincere appreciation of his contribution during his tenure.

All the appointments of Directors of the Company are in compliance with the provisions of Section 164 of the Companies Act, 2013.

The relevant details of the above Directors are given in the Corporate Governance Report attached herewith.

ANNUAL EVALUATION OF THE BOARD

The Independent Directors, during their separate meeting held on 8^th February, 2018, and the Board in its meeting held on 12th February, 2018, conducted a Formal Evaluation of the performance of the Chairman, Managing Director, Non-Executive Director, Independent Directors, the Board as a whole and also that of its Committees in accordance with the requirements of Sec. 134(3)(p) of the Companies Act, 2013, and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made is summarized below:

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the concerned director).

NO. OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year 2017-18 forms part of the Corporate Governance Report.

AUDIT COMMITTEE

The details on the Audit Committee and its meetings during the financial year 2017-18 forms part of the Corporate Governance Report.

CORPORATE GOVERNANCE REPORT

As per SEBI Listing Regulations, 2015 the Corporate Governance Report with the Auditorsâ Certificate thereon are attached hereto and form part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the SEBI Listing Regulations, 2015, the Management Discussion and Analysis is attached hereto and forms part of this Report.

DETAILS OF 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/Courts that would impact the going concern status of the company and its future operations.

DEPOSITS

During the year, the Company has not accepted deposits from the Shareholders and others, and has complied with the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.

DIRECTORSâ RESPONSIBILITY STATEMENT U/S 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(5) of Companies Act, 2013, as amended, with respect to the Directorsâ Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended 31^st March, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments 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 31^st March, 2018 and of the profit and loss of the Company for the year ended 31^st March, 2018;

4) The Directors have prepared the annual accounts for the financial year ended 31^st March, 2018 on a going concern basis.

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORTING OF FRAUDS

Pursuant to the provisions of Section 134(3)(ca) of Companies Act, 2013, it is hereby confirmed that during the year 2017-18 there have been no frauds reported by the auditors.

STATUTORY AUDITORS

M/s Jayesh Dadia & Associates LLP, Chartered Accountants (Registration No.: 121142W), were appointed as Statutory Auditors at the 32^nd Annual General Meeting, till the conclusion of 37^th Annual General Meeting of the Company (subject to ratification of the appointment by the members at every AGM).

As required under the provisions of Section 139(1) of the Act, the Company has received a written consent from M/s. Jayesh Dadia & Associates LLP, Chartered Accountants, for their appointment and a Certificate, to the effect that their re-appointment, if made, would be in accordance with the Act and the Rules framed thereunder, and that they satisfy the criteria provided in Section 141 of the Act. Your Board recommends ratification of their appointment as the Statutory Auditors at the Annual General Meeting.

The Auditors opinion given in the Audit report of M/s. Jayesh Dadia & Associates LLP, is unmodified and there are no qualifications / reservations or adverse remarks in the report. Further the observations and comments given in the Auditors Report read together with the notes to the accounts are self-explanatory, and hence do not call for any further explanation.

SECRETARIAL AUDIT REPORT

As per requirement of the Companies Act, 2013 and Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary COP 4119) as the Secretarial Auditor for FY 2017-2018, whose Secretarial Audit Report in Form MR-3 dated 15^thMay, 2018 is attached separately to this report.

Pursuant to the allotment of OCPS/RPS to the Non-Resident shareholders of Rishiroop Rubber (International) Limited as per the Scheme terms, the Company intimated RBI as per the extant FEMA regulations. RBI advised that keeping in view Reg. 2(ii) and 7(2) of Foreign Exchange Management (Transfer or issue of Securities by Person resident outside India), Regulations 2000, it would be necessary to make a compounding application

to RBI in respect of the allotment of optionally convertible instrument(s) to non-residents. As directed by RBI, a compounding application was made, which was approved by RBI Compounding Authority on payment of the compounding fees.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of the related party disclosures and transactions are given in Note no. 35 to the financial statements. Since the related party transactions are on armâs length, and there are no material contracts, arrangement or transactions, Form AOC-2 is not annexed to this Report.

POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY

The policy on Related Party Transactions as approved by the Board is accessible on the Company website viz. http://www.rishiroop.in/investors/corporate-governance/policies/

RISK MANAGEMENT

The Company has a policy on Risk Management, which is accessible on the Company website:

http://www.rishiroop.in/investors/corporate-governance/policies

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company, in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed and put into effect, several policies on important matters such as Nomination and Remuneration of directors and KMP, materiality of events/information, preservation of documents/archival policy etc., which provide robust guidance to the management in dealing with such matters to support internal control. Your Company reviews its policies, guidelines, and procedures of internal control on an ongoing basis in view of the ever-changing business environment.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board shall have minimum 3 and maximum 15 directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a director on the Board. The Company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, Provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Memorandum of Association and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Companies Act/SEBI Regulations. At present, except for the Managing Director, no other directors are paid remuneration, but are paid only sitting fees. The Managing Director is paid remuneration as approved by the Shareholders but is not paid any sitting fees. Managing Director, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMP) of the Company. All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.

A copy of the policy for remuneration to non executive and independent directors is available on the website of the Company i.e www.rishiroop.in on the web link : http://www.rishiroop.in/investors/corporate-governance/policies/

PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant details are given below:

a) The ratio of the remuneration of Managing Director to the median employeeâs remuneration for the financial year	17.40
b) The percentage increase in remuneration of Managing director, Chief Financial Officer, Company Secretary in the financial year	MD - 7.63 % CFO - 11.80 % CS - 15.90 %
c) The percentage increase in the median remuneration of employees in the financial year	10.91 %
d) The number of permanent employees on the rolls of Company	40
e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration	Average increase in remuneration of all employees excluding KMP - 9.23 % Average increase in the remuneration of KMPâs - 11.78 %
f) Affirmation that the remuneration is as per the remuneration policy of the Company	Yes

During the financial year, no employee received remuneration in excess of the prescribed limits as per Section 197(12) of Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The policy was approved on 13^th February, 2015. This Policy inter alia provides a direct access to a Whistle Blower to the Chairman of Audit Committee on his dedicated email-ID : auditcommittee@rishiroop.in. The Whistle Blower Policy covering all employees and directors is hosted on the Companyâs website at URL - http://www.rishiroop.in/investors/corporate-governance/policies

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:

- No. of complaints received : Nil

- No. of complaints disposed : Nil

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of the familiarization program for Independent Directors is accessible on the Company website at http://www.rishiroop.in/investors/corporate-governance/policies

CORPORATE SOCIAL RESONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and the relevant Rules, the Board reconstituted the CSR Committee under the Chairmanship of Mr. Arvind Mahendra Kapoor. The other members of the Committee are Mr. Aditya Arvind Kapoor and Mr. Hemant Vakil. A detailed CSR policy has also been framed which is placed on the companyâs website: http://www.rishiroop.in/investors/corporate-governance/policies/

The report on CSR as required under Section 135 of the Companies Act, 2013 is given in Annexure B to this Report. ANNUAL RETURN

An extract of the Annual Return i.e. Form No. MGT-9, as of 31^st March, 2018, pursuant to the sub-Section (3) of Section 92 of the Companies Act, 2013, is given in Annexure C to this Report. A copy of the Annual Return is also available on the website of the Company i.e www.rishiroop.in on the weblink - http://www.rishiroop.in/investors/corporate-governance/downloads/

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Arvind Mahendra Kapoor

Place: Mumbai Chairman

Date: 23.05.2018 DIN : 00002704

Registered Office:

W-75(A) & W-76(A) MIDC

Industrial Area Satpur,

Nasik - 422007

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Thirtieth Annual Report, together with the Audited Statement of Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULT: The summarized financial results of the company for the year ended 31st March, 2015 are presented below:

(Rs in Lacs)

Particulars 2014-20151 2013-2014

Sales and other income 2931.68 3627.07

Profit before Depreciation, Interest 228.75 324.39 and Tax

Less: Depreciation 43.40 34.12

Interest 8.36 12.42

Profit before Tax 176.99 277.85

Less: Provision for Tax (Including 38.58 77.99 Income Tax, Deferred Tax etc.)

Profit after Tax 138.41 199.86

Add: Balance Brought forward from the 1173.39 1056.75 previous year

Profit available for Appropriation 1311.80 1256.61

Appropriation

Adjustment relating to Fixed Assets 25.67 -

Transfer to General Reserve 10.00 10.00

Proposed Dividend 8 % (Last Year 12%) 41.73 62.59

Dividend Distribution Tax 8.54 10.63

Balance carried forward to Balance Sheet 1225.86 1173.39

REVIEW OF OPERATIONS

Your company''s turnover was Rs 2846.98 Lacs in the year under review as compared to Rs 3553.68 Lacs in the last year. This was due to sluggish demand and reduction in the prices of synthetic rubber due to global trends. The Profit before tax (PBT) for the period under review has decreased from Rs. 277.85 Lacs in previous year to Rs. 176.99 Lacs in the current year. During the year there were no changes in the activities of the company.

During the current year the performance will continue to be affected by the volatility of prices of Synthetic Rubber and stagnant demand for Company''s product.

During the year under review your company has completed the modernization project to replace some of the ageing equipments with modern equipments.

STATUS OF AMALGAMATION OF RISHIROOP RUBBER (INTL.) LTD. WITH THE COMPANY

During the year under review the Scheme of Amalgamation of Rishiroop Rubber (International) Limited (Transferor Company) with the Company was approved by the shareholders at the Court Convened Meeting held on 12th February, 2015. Subsequently the Company has filed the Company Scheme Petition before the Hon''ble High Court of Bombay and the court has passed an oral order on 8th May, 2015 approving the Scheme of Amalgamation. The certified true copy of the final order is yet to be received.

The Company Petition filed by Rishiroop Rubber (International) Limited, the transferor company is pending for final disposal before the Hon''ble High Court of Gujarat.

DIVIDEND

The Board of Directors of the Company recommend, for consideration of shareholders at the 30th Annual General Meeting, payment of dividend of 8 % (Re 0.80/- per Share) on the Equity Shares of the face value of Rs. 10/-each for the year ended 31st March 2015.The Dividend paid during the previous year was 12% (Rs 1.20 Per Share).

The Board of Directors of the Company recommend Rs 10,00,000/- ( Rs. Ten Lacs Only )to be transferred to General Reserve.

DIRECTORS

Mr. M K Kapoor, the founder director and chairman of the company resigned from the directorship of the company w.e.f. 26th February, 2015 due to ill health.

He passed away on 19th April, 2015. The Directors note with utmost grief the passing away of Mr. M K Kapoor, who was the Chairman of this Company since inception. He ably guided the destiny of the Company by laying down high standards in business ethics which the Company adhered to throughout his long tenure and the Directors place on record their sincere appreciation for his valuable guidance and contribution to the Company. The Directors affirm that though the void caused by his departure will be difficult to fill, as a mark of true respect and tribute to him, the Directors resolve to continue to follow the high standards of efficiency and integrity in all future business dealings of the company.

The Board of Directors vide their resolution dated 26th March, 2015 appointed Mrs. Vijyatta Jaiswal as an additional director in the category of Non executive Independent Director of the company. Mrs. Jaiswal holds office up to the date of the ensuing Annual General Meeting of the Company and is eligible for appointment. Your directors recommend her appointment as a regular Independent Director for a term of five consecutive years. Details of the proposal for appointment of Mrs. Jaiswal are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 30th Annual General Meeting.

In terms of the Articles of Association of the Company Mr. Arvind Mahendra Kapoor, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for reappointment. The brief resume of Mr. Kapoor has been detailed in the Corporate Governance Report. The directors recommend his reappointment as director of the company.

All the appointments of Directors of the company are in compliance with the provisions of Section 164 of the Companies Act, 2013.

All independent directors have given the declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act,2013 and clause 49 of the listing Agreement.

The relevant details of the above Directors are given in the Corporate Governance Report attached herewith.

NO. OF MEETINGS OF THE BOARD

The details of the number of meetings of the board held during the financial year 2014-15 forms part of the Corporate Governance Report.

AUDIT COMMITTEE

The details on the Audit Committee and its meetings during the financial year 2014-15 forms part of the Corporate Governance Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the company and its future operations

DIRECTORS'' RESPONSIBILITY STATEMENT U/S 134 (5) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 (5) of Companies Act, 2013, as amended, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended 31st March,2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments 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,2015 and of the profit and loss of the Company for the year ended 31st March,2015;

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

4) The Directors have prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis.

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of section 73 of the Companies Act, 2013 and the rules made thereunder.

STATUTORY AUDITORS

M/s. B. D. Jokhakar & Co., Chartered Accountants (Registration NO.104345W), were appointed as Statutory Auditors at the last Annual General Meeting till the conclusion of 32nd Annual General Meeting of the company (subject to ratification of the appointment by the members at every AGM held after this AGM). They are eligible to continue as Statutory Auditors for the finanacial year 2015-2016. Your Board recommends ratification of their appointment as the Statutory Auditors at the ensuing Annual General Meeting.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under section 134(3) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, the company had not entered into any material transaction with any of its related parties. None of the transactions with any of related parties were in conflict with the company''s interest. Attention of members is drawn to the disclosure of transactions with related parties setout in Note No. 28 of Financial Statements forming part of the Annual Report. All related party transactions are negotiated on an arms length basis and are intended to further the Company''s interest.

POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY

The Company has a policy on Related Party Transaction and the same has been displayed on the Company''s website: http://www.puneet.in/reports1/pdfs/53_pdf.pdf

CORPORATE SOCIAL RESONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted the CSR Committee under the Chairmanship of Mr. Arvind Mahendra Kapoor. The other members of the Committee are Mr. Aditya Arvind Kapoor and Mr. Nakul Kumar. A detailed CSR policy has also been framed which is placed on the company''s website. Other details of the CSR activities as required under Section 135 of the Companies Act, 2013 are given in the CSR Report as Annexure B to the Board''s Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board shall have minimum 3 and maximum 12 directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a director on the Board. The company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, Provisions of the Listing Agreement, Memorandum of Association and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Clause 49 of the Listing Agreement of the Stock Exchange. Except for the MD, no other directors are paid remuneration, but are paid only sitting fees. The MD is paid remuneration as approved by the Shareholders but is not paid any sitting fees. MD, Company Secretary and Chief Financial Officer shall be the Key Managerial Personnel (KMPs) of the Company. All persons who are Directors / KMPs, members of Senior Management and all other employees shall abide by the Code of Conduct. Directors/KMPs shall not acquire any disqualification and shall be persons of sound integrity and honesty, apart from knowledge, experience, etc. in their respective fields.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

a) The ratio of the remuneration of Managing director to the median employee''s remuneration for the financial year

Median 1:18

b) The percentage increase in remuneration of Managing director, Chief Financial Officer, Company Secretary in the financial year

MD - 02.64% CFO - 12.60% CS - 11.70%

c) The percentage increase in the median remuneration of employees in the financial year

Median 9.20 %

d) The number of permanent employees on the rolls of company

32

e) The explanation on the relationship between average increase in remuneration and company performance The Company''s PAT has reduced from Rs 199.86 Lacs to Rs 138.41 Lacs, decrease of 31 % against which the average increase in remuneration is 10 %;comparison of one against the other is not feasible.

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company: Remuneration of KMP as % of PAT for 2014-15 is 40%. The Company''s PAT decreased by 31% during the year

g) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

Date Issued Capital Closing Market EPS (Shares) Price per Share

31.03.2014 5,21,58,000 Rs. 24.20 3.83

31.03.2015 5,21,58,000 Rs. 27.95 2.65

increase / nil Rs. 3.75 (1.18) (Decrease)

% of Increase/ nil 15.50 (31.00) (Decrease)

issue Price of the share at the last N.A. Rs. 10/- N.A. Public Offer (IPO)

Increase in market price as on 31.03. N.A. Rs. 17.95 N.A. 2015 as compared to issue price of IPO

Increase in % N.A. 180% N.A.

Date PE Ratio Market Capitalization

31.03.2014 6.32 Rs. 12,62,22,360

31.03.2015 10.55 Rs. 14,57,81,610

increase/(Decrease) 4.23 Rs. 1,95,59,250

% of Increase/ 66.93 15.50 (Decrease)

issue Price of the share at the last N.A. N.A. Public Offer (IPO)

Increase in market price as on 31.03.2015 N.A. N.A. as compared to issue price of IPO

Increase in % N.A. N.A.

h) Average percentile increase Average increase in remuneration already made in the salaries of of all employees the excluding employees other than managerial KMP - 13% Average increase in personnel in the last financial the remuneration of KMP''s - 6% year and its comparison with the Justification: KMP salary percentile increase in the increases are decided based on managerial remuneration and the Company''s performance, justification thereof and any individual performance,inflation exceptional circumstances for prevailing industry trends and increase in the managerial benchmarks, Remuneration:

i) comparison of the each Each KMP is granted salary based remuneration of the key managerial on his qualification,experience, personnel against the performance nature of job,industry benchmark of the company earlier salary and many other factorscomparison of one against the other is not feasible. j) The key parameters for any Except for the Managing Director variable component of remuneration Mr. Aditya Arvind Kapoor no availed by the directors: directors have been paid any remuneration as only Sitting Fees are paid to them k) The ratio of the remuneration of the highest paid director to that of Not Applicable the employees who are not directors but receive remuneration in excess of the highest paid director during the year

l) If remuneration is as per the Yes remuneration policy of the company

ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The policy was approved on 13th February, 2015. This Policy inter alia provides a direct access to a Whistle Blower to the Chairman of Audit Committee on his dedicated email-iD auditcommittee@puneet.in. The Whistle Blower Policy covering all employees and directors is hosted on the Company''s website at http://www.puneet. in/reports1 /pdfs/54_pdf.pdf

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134 (5) (e) of the Companies Act, 2013.

For the year ended 31st March, 2015, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations; wherein controls are in place and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and /or improved controls wherever the effect of such gaps would have a material effect on the Company''s operation.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during each Calendar year:

* No. of complaints received: Nil

* No. of complaints disposed off: Nil EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return as of 31st March, 2015 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 and forming part of the report is attached separately as Annexure C.

A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS;

1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feedback forms for evaluation of the Board, Independent Directors and Chairman.

2. Independent Directors at a meeting without anyone from the non-independent directors and management, considered/evaluated the Board''s performance, performance of the Chairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the relevant director)

THE DETAILS OF FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS HAVE BEEN DISCLOSED ON WEBSITE OF THE COMPANY AND ARE AVILABLE AT THE FOLLOWING LINK:

The Familiarization Programme for Independent Directors is hosted on the Company''s website at http://www. puneet.in/reports1/pdfs/56_pdf.pdf.

SECRETARIAL AUDIT REPORT

Pursuant to the requirements of the Companies Act, 2013, the Company has appointed Mr Dinesh Kumar Deora, Practicing Company Secretaries (COP 4119) as the Secretarial Auditor for financial year 2014-2015 whose report of 30th May, 2015 is attached separately to this report as Annexure D.

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

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ''A'' hereto and forms part of this report.

EMPLOYEES

The relations between the Company and its employees continue to be cordial.

There were no employees during the year drawing remuneration more than prescribed ceiling under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Certificate from the Statutory Auditors is separately given in the Annual Report.

ACKNOWLEDGEMENTS

The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and continued support to the Company.

For & on behalf of the Board of Directors

Place: Mumbai ARVIND MAHENDRA KAPOOR Dated: 30th May, 2015 CHAIRMAN

Mar 31, 2014

The Members,

The Directors have pleasure in presenting their Twenty-Ninth Annual Report, together with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULT: The summarized financial results of the company for the year ended 31st March, 2014 are presented below:

(Rs. in Lacs)

Particulars 2013-2014 2012-2013

Sales and other income 3627.07 4448.69

Profit before Depreciation, Interest and Tax 324.39 395.41

Less: Depreciation 34.12 33.75

Interest 12.42 16.59

Profit before Tax 277.85 345.07

Less: Provision for Tax (Including Income Tax, Deferred Tax etc.) 77.99 119.52

Profit after Tax 199.86 225.55

Add: Balance Brought forward from the previous year 1056.75 914.42

Profit available for Appropriation 1256.61 1139.97 Appropriation

Transfer to General Reserve 10.00 10.00

Proposed Dividend 12 % (Last Year 12%) 62.59 62.59

Dividend Distribution Tax 10.63 10.63

Balance carried forward to Balance Sheet 1173.39 1056.75

REVIEW OF OPERATIONS

Your company''s turnover decreased from Rs. 4397.93 Lacs in the last year to Rs. 3553.68 Lacs in the current year largely due to sluggish demand for traded goods. The Profit before tax (PBT) for the period under review has decreased from Rs. 345.07 Lacs in previous year to Rs. 277.85 Lacs in the current year.

However during the current year the performance is expected to improve with overall revival of the Indian Economy.

Your Company has undertaken a modernization project at the cost of Rs. 2.75 Crores to replace some of the ageing equipments with modern equipments which will improve the operational effciency and quality of the final product. This is expected to be completed in 3rd quarter of the current financial year.

DIVIDEND

The Board of Directors of the Company recommend, for consideration of shareholders at the 29th Annual General Meeting, payment of dividend of 12 % (Rs. 1.20/- per Share) on the Equity Shares of the face value of Rs. 10/- each for the year ended 31st March 2014.The Dividend paid during the previous year was 12% (Rs. 1.20 Per Share).

DIRECTORS

Mr. Jayesh Dadia resigned from the directorship of the company w.e.f. 30th April, 2014. The Board of Directors took note of the same at their meeting held on 3rd May, 2014. The Board of Directors places on record its appreciation for the valuable services rendered by Mr. Jayesh Dadia.

In terms of the Articles of Association of the Company Mr. Arvind Mahendra Kapoor, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for reappointment. The brief resume of the Mr. Kapoor has been detailed in the Corporate Governance Report. The directors recommend his reappointment as director of the company.

All the appointments of Directors of the company are in compliance with the provisions of Section 164 of the Companies Act, 2013.

As per Section 149 of the Companies Act, 2013 and SEBI Circular dated 17.04.2014, your directors are seeking appointment of Mr. D P Shah and Mr. Nakul Kumar as Independent Directors for a term of five consecutive years up to 31st March, 2019. Details of the proposal for appointment of Mr. D P Shah and Mr. Nakul Kumar are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 29th Annual General Meeting.

The relevant details of the above Directors are given in the Corporate Governance Report attached herewith.

DIRECTORS'' RESPONSIBILITY STATEMENT U/S 134 (5) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134 (5) of Companies Act, 2013, as amended, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended 31st March,2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments 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 and loss of the Company for the year ended 31st March,2014;

3) The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of Section 73 of the Companies Act, 2013 and the rules made thereunder.

STATUTORY AUDITORS

M/s. B. D. Jokhakar & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing (29th) Annual General Meeting and are eligible under Section 139 and 141 of the Companies Act, 2013 for reappointment as Statutory Auditors of the Company.

The Company has received confirmation from M/s. B. D. Jokhakar & Co. to the effect that their appointment if made, would be within the eligibility criteria prescribed under Section 139 and 141 of the Companies Act, 2013.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under Section 134(3) of the Companies Act,2013.

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

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ''A'' hereto and forms part of this report.

EMPLOYEES

The relations between the Company and its employees continue to be cordial.

There were no employees during the year drawing remuneration more than prescribed ceiling under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Certifcate from the Statutory Auditors is separately given in the Annual Report.

ACKNOWLEDGEMENTS

The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confdence and continued support to the Company.

For & on behalf of the Board of Directors

Place: Mumbai MAHENDRA KUMAR KAPOOR

Dated: 24th May, 2014 CHAIRMAN

Mar 31, 2013

To, The Members of Puneet Resins Limited

The Directors have pleasure in presenting their Twenty-Eight Annual Report, together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2013.

FINANCIAL RESULT: The summarized financial results of the company for the year ended 31st March, 2013 are presented below:

(Rs. in Lacs)

Particulars- 2012-2012 2011-2012

Sales and other income 4448.69 6179.47

Profit before Depreciation, Interest and Tax 395.41 938.79

Less: Depreciation 33.75 35.39

Interest 16.59 25.32

Profit before Tax 345.07 878.08

Less: Provision for Tax (Including Income Tax, Deferred Tax etc.) 119.52 284.45

Profit after Tax 225.55 593.63

Add: Balance Brought forward from the previous ye 914.42 498.84

Profit available for Appropriation 1139.97 1092.47

Appropriation

Transfer to General Reserve 10.00 75.00

Proposed Dividend 12 % (Last Year 17%) 62.59 88.67

Dividend Distribution Tax 10.63 14.38

Balance carried forward to Balance Sheet 1056.75 914.42

REVIEW OF OPERATIONS

The Indian Economy is projected to grow at 5% for the current fiscal 2013-14, the lowest in a decade. It grew at 6.2% last year as compared to 9.3% in 2010-11. Global economic growth also slowed from 3.9% in 2011 to 3.2% in 2012.

The cumulative production data of the Auto Industry for April-March 2013 shows production growth of only 1.20% over the same period last year. While in March 2013 overall sales fell by (-) 7.76 % over March 2012. (Source: www. siamindia.com) This sluggishness in the Automobile Sector has also affected the performance of the Rubber Industry resulting in reduction in demand and profit margins for your company''s products. Your company''s turnover also decreased from Rs. 6148.69 Lacs in the last year to Rs. 4397.93 Lacs in the current year. The Profit before tax (PBT) for the period under review has decreased from Rs. 878.08 Lacs in previous year to Rs. 345.07 Lacs in the current year.

In view of current volatility in price of raw materials and foreign currency rates your Company is making all efforts to improve the turnover and profitability in the current financial year.

DIVIDEND

The Board of Directors of the Company recommend, for consideration of shareholders at the 28th Annual General Meeting, payment of dividend of 12 % (Rs. 1.20/- per Share) on the Equity Shares of the face value of Rs. 10/- each for the year ended 31st March 2013.The Dividend paid during the previous year was 17% (Rs. 1.70 Per Share).

DIRECTORS

Mr. Mahendra Kumar Kapoor, Mr. D P Shah and Mr. Nakul Kumar will retire by rotation and being eligible, offers themselves for reappointment. All the appointments of the company are in compliance with the provisions of Section 274(1) (g) of the Companies Act, 1956.

The relevant details of the above Directors are given in the Corporate Governance Report attached herewith.

DIRECTORS'' RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, as amended, with respect to the Directors''

Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended 31st March,2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments 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 31st March,2013, and of the profits of the Company for the year ended 31st March,2013;

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

4) The Directors have prepared the annual accounts for the financial year ended 31st March,2013, on a going concern basis.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of section 58A of the Companies Act, 1956 and the rules made thereunder.

STATUTORY AUDITORS

M/s. B. D. Jokhakar & Co., Chartered Accountants, existing Statutory Auditors of the Company, will retire at the conclusion of the ensuing (27th) Annual General Meeting and seeks reappointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received confirmation from M/s. B. D. Jokhakar & Co. to the effect that their appointment if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act 1956.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under section 217(3) of the Companies Act, 1956.

COST AUDITORS

In terms of the Order No. 52/26/CAB-2010 dated 6th November, 2012 issued by the Ministry of Corporate Affairs (MCA) (Cost Audit Branch) Govt, of India, your company has appointed M/s C Y & Associates (Firm Registration No. 000334) for undertaking audit of the Cost Accounting Records maintained by the company for the financial year 2013-14.

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

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ''A'' hereto and forms part of this report.

EMPLOYEES

The relations between the Company and its employees continue to be cordial. There were no employees during the year drawing remuneration more than prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Certificate from the Statutory Auditors is separately given in the Annual Report.

ACKNOWLEDGEMENTS

The Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Directors also take this opportunity to thank the Company''s Bankers for their valuable advice, guidance and support extended to the Company. Finally, the Directors express their gratitude to all our valued shareholders for their confidence and continued support to the Company.

For & on behalf of the Board of Directors

Place: Mumbai MAHENDRA KUMAR KAPOOR

Dated: 27th May, 2013 CHAIRMAN

Mar 31, 2012

The Directors have pleasure in presenting their Twenty-Seventh Annual Report, together with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULT: The summarized financial results of the company for the year ended 31st March, 2012 are presented below:

Particulars 2011-2012 (Rs.) 2010-2011 (Rs.)

Sales and other income 61,79,46,862 52,89,07,303

Profit before Depreciation, Interest and Tax 9,38,79,554 8,00,64,215

Less: Depreciation 35,39,411 31,10,234

Interest 25,31,961 26,11,717

Profit before Tax 8,78,08,182 7,43,42,264

Less: Provision for Tax (Including Income Tax, Deferred Tax etc.) 2,84,44,749 2,23,89,322

Profit after Tax 5,93,63,433 5,19,52,942

Add: Balance Brought forward from the previous year 4,98,83,867 1,20,23,825

Profit available for Appropriation 10,92,47,300 6,39,76,767 Appropriation

Transfer to General Reserve 75,00,000 50,00,000

Proposed Dividend 17 % (Last Year 15%) 88,66,860 78,23,700

Corporate Dividend Tax 14,38,426 12,69,200

Balance carried forward to Balance Sheet 914 ,42,014 4,98,83,867

REVIEW OF OPERATIONS

The Indian Economy grew at 6.9% last year as compared to 8.4% in 2010-11. This sluggishness in economy also affected the performance of the Rubber Industry. However in spite of that your company's turnover increased from Rs. 5210.53 Lacs to Rs. 6148.69 Lacs registering a growth of 18 %. The profit before tax for the period under review has increased to Rs. 878.09 Lacs from Rs. 743.42 Lacs in previous year registering an increase by 18 %.

In view of current volatility in price of raw materials and foreign currency rates your Company is making all efforts to maintain the desired growth rate in the current year.

DIVIDEND

The Board of Directors of the Company recommend, for consideration of shareholders at the 27th Annual General Meeting, payment of dividend of 17 % (Rs. 1.70/- per Share) on the Equity Shares of the face value of Rs. 10/- each for the year ended 31st March 2012.The Dividend paid during the previous year was 15% (Rs. 1.50 Per Share).

DIRECTORS

Mr. Arvind Mahendra Kapoor and Mr. Jayesh Dadia will retire by rotation and being eligible, offers themselves for reappointment. All the appointments of the company are in compliance with the provisions of Section 274(1) (g) of the Companies Act, 1956.

The relevant details of the above Directors are given in the Corporate Governance Report attached herewith.

DIRECTORS' RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, as amended, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended 31st March,2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments 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 31st March,2012 and of the profits of the Company for the year ended 31st March,2012;

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

4) The Directors have prepared the annual accounts for the financial year ended 31st March,2012 on a going concern basis.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of section 58A of the Companies Act, 1956 and the rules made thereunder.

STATUTORY AUDITORS

M/s. B. D. Jokhakar & Co., Chartered Accountants, existing Statutory Auditors of the Company, will retire at the conclusion of the ensuing (27th) Annual General Meeting and seeks reappointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received confirmation from M/s. B. D. Jokhakar & Co. to the effect that their appointment if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act 1956.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under section 217(3) of the Companies Act,1956.

COST AUDITORS

As per the provisions of the Companies (Cost Accounting Records) Rules, 2011, the company has appointed CMA Pradnya Chandorkar for the issue of the Compliance Certificate.

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

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure 'A' hereto and forms part of this report.

EMPLOYEES

The relations between the Company and its employees continue to be cordial.

There were no employees during the year drawing remuneration more than prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Certificate from the Statutory Auditors is separately given in the Annual Report.

ACKNOWLEDGEMENTS

Industrial Relations have been cordial at both the plants of the company.

The Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Directors also take this opportunity to thank the Company's Bankers for their valuable advice, guidance and support extended to the Company. Finally, the Directors express their gratitude to all our valued shareholders for their confidence and continued support to the Company.

For & on behalf of the Board of Directors

Place : Mumbai MAHENDRA KUMAR KAPOOR

Dated : 28th May, 2012 CHAIRMAN

Mar 31, 2011

The Directors have pleasure in presenting their Twenty-Sixth Annual Report, together with the Audited Statement of Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULT: The summarized financial results of the company for the year ended 31st March, 2011 are presented below:

Particulars 2010-2011 (Rs.) 2009-2010 (Rs.)

Sales and other income 52,89,07,303 25,02,74,435

Profit before Depreciation, Interest and Tax 8,01,24,027 3,77,17,309

Less: Depreciation 31,10,234 26,60,276

Interest 26,71,530 13,04,001

Profit before Tax 7,43,42,263 3,37,53,032

Less : Provision for Tax 2,23,89,322 91,80,881 (Including Income Tax, Deferred Tax, Fringe Benefit Tax etc.)

Profit after Tax 5,19,52,941 2,45,72,151

Add: Balance Brought forward from the previous year 1,20,23,825 (32,25,657)

Profit available for Appropriation 6,39,76,766 2,13,46,494

Appropriation

Transfer to General Reserve 50,00,000 20,00,000

Proposed Dividend 15% (Last Year 12%) 78,23,700 62,58,960

Corporate Dividend Tax 12,69,200 10,63,710

Balance carried forward to Balance Sheet 4,98,83,866 1,20,23,824

REVIEW OF OPERATIONS

The Rubber Industry in india has been growing in strength and importance since last few years. During the year under review, Rubber Industry has performed very well led by demand growth in the Automobile Sector. Due to favorable economic conditions the turnover increased from Rs. 2476.35 Lacs to Rs. 5210.53 Lacs registering a growth of 110%. The profit before tax for the period under review has increased to Rs. 743.42 Lacs from Rs. 337.53 Lacs in previous year registering an increase by 120 %.

Your Company is optimistic to continue to show higher growth in the current year.

DIVIDEND

The Board of Directors of the Company recommend, for consideration of shareholders at the 26th Annual General Meeting, payment of dividend of 15% (Rs. 1.50/- per Share) on the Equity Shares of the face value of Rs. 10/- each for the year ended 31st March 2011.The Dividend paid during the previous year was 12% (Rs. 1.20/- per Share).

DIRECTORS

Mr. Mahendra Kumar Kapoor and M r. Nakul Kumar will retire by rotation and being eligible, offers themselves for reappointment. All the appointments of the company are in compliance with the provisions of Section 274(1) (g) of the Companies Act, 1956.

The relevant details of the above Directors are given in the Corporate Governance Report attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, as amended, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the accounts for the financial year ended 31st March,2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such accounting policies and applied them consistently and made judgments 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 31st March,2011 and of the profits of the Company for the year ended 31st March,2011;

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

4) The Directors have prepared the annual accounts for the financial year ended 31st March,2011 on a going concern basis.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of section 58A of the Companies Act, 1956 and the rules made thereunder.

AUDITORS

M/s. B. D. Jokhakar & Co., Chartered Accountants, existing Statutory Auditors of the Company, will retire at the conclusion of the ensuing (26th) Annual General Meeting and seeks reappointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received confirmation from M/s. B. D. Jokhakar & Co. to the effect that their appointment if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act 1956.

The observations and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under section 217(3) of the Companies Act,1956.

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

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure A hereto and forms part of this report.

EMPLOYEES

The relations between the Company and its employees continue to be cordial.

There were no employees during the year drawing remuneration more than prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Certificate from the Statutory Auditors is separately given in the Annual Report.

ACKNOWLEDGEMENTS

Industrial Relations have been cordial at both the plants of the company.

The Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Directors also take this opportunity to thank the Companys Bankers for their valuable advice, guidance and support extended to the Company. Finally, the Directors express their gratitude to all our valued shareholders for their confidence and continued support to the Company.

For & on behalf of the Board of Directors

MAHENDRA KUMAR KAPOOR CHAIRMAN

Place : Mumbai Dated : 26th May, 2011

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fifth Annual Report, together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULT

Particulars 2009-2010 2008-2009 (Rupees) (Rupees)

Sales and other income 25,02,74,435 24,56,08,480

Profit before Depreciation, Interest and Tax 3,77,17,310 3,12,38,659

Less: Depreciation 26,60,276 25,31,732

Interest 13,04,001 41,74,401

Profit before Tax 3,37,53,033 2,45,32,526 Less : Provision for Tax (Including Income Tax, Deferred Tax, Fringe Benefit Tax etc.) 91,80,881 1,02,79,194

Profit after Tax 2,45,72,152 1,42,53,332

Add: Balance Brought forward from the previous year (32,25,657) (1,74,78,989)

Profit available for Appropriation 2,13,46,495 (32,25,657) Appropriation

Transfer to General Reserve 20,00,000 0

Proposed Dividend (12%) 62,58,960 0

Corporate Dividend Tax 10,63,710 0

Balance carried forward to Balance Sheet 1,20,23,825 (32,25,657)

REVIEW OF OPERATIONS

During the period under review your Companys volume of goods sold has gone up to 2344 MT from 1750 MT last year registering a growth of 34%. However, due to deflation in prices, turnover was Rs.2520.56 lacs as against Rs. 2495.18 lacs in the previous year. The profit before tax for the period under review has increased to Rs.337.53 Lacs from Rs. 245.33 lacs in previous year registering an increase by 37 %.

As a part of the diversification activity, your Company is exploring opportunities for marketing of Speciality rubber compounds and Performance additives from M/S Excel Polymers, USA for the rubber industry.

Your Company is optimistic to continue to show better results and higher growth in the current year.

DIVIDEND

Your Directors recommend a dividend of Re.1.20/- per Equity Share of Rs. 10/- each (12 %) for the year ended 31st March 2010.

DIRECTORS

The Board of Directors of the Company has revised the terms and conditions of the appointment including the Remuneration and tenure of Mr. Aditya Kapoor as a Managing Director of the Company with effect from April 1, 2010 as per the recommendation of the Remuneration Committee in its meeting held on May 10, 2010 and subject to the approval of the shareholders of the Company in the ensuing Annual General Meeting.

Mr. Arvind Kapoor retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Mr. Dilip Shah retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

The relevant details of the above Directors are given in the Notice of Annual General Meeting and in the Corporate Governance Report attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT U/S 217 (2AA) OF THE COMPANIES ACT, 1956

As stipulated in Section 217 (2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

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

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

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

4) The Directors have prepared the annual accounts on a going concern basis.

DEPOSITS

During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of section 58Aof the Companies Act, 1956 and the rules made thereunder.

AUDITORS

M/s. B. D. Jokhakar & Co., Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received confirmation from them to the effect that their appointment if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act 1956.

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

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure A to this report.

EMPLOYEES

The relations between the Company and its employees continue to be cordial.

There were no employees during the year drawing remuneration more than prescribed under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT

A report on the Corporate Governance along with the Certificate from the Statutory Auditors is separately given in the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the efforts put in by all the employees of the Company. The Directors also take this opportunity to thank the Companys Bankers for their valuable advice, guidance and support extended to the Company. Finally, the Directors express their gratitude to all shareholders for their confidence and continued support to the Company.

For and on behalf of the Board of Directors Corporate Office:

84, Atlanta, Nariman Point,

Mumbai- 400 021 MAHENDRA KUMAR KAPOOR

Dated: May 10, 2010 CHAIRMAN

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article