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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 Royal India Corporation Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 41^st Annual Report together with the Audited Accounts for the year ended 31^st March, 2025.

1. Financial Highlights:

The financial performance of your Company for the Financial Year 2024-25 is summarized in the following table:

Particulars	2024-2025 As per IND AS	2023-24 As per IND AS
Revenue from Operations (Net of Excise) and Other Income	2,22,73,06,611	27,14,90,111
Expenses (excluding finance charges and depreciation)	2,07,30,62,135	31,28,61,554
Finance Charges	3,91,94,407	4,90,06,196
Depreciation	2,00,231	2,03,423
Profit/Loss Before Tax	11,48,49,839	(9,05,81,062)
Provision for Tax (Including for earlier years)	2,01,37,334	-
Current Tax		1,80,687
Deferred Tax	1,35,60,265	83,23,730
Net Profit/Loss After Tax	10,82,72,770	(8,24,38,019)

2. Turnover & Profits:

During the year under review, the turnover of the Company is increased as compared to the previous year. Turnover of the Company during the financial year 2024-2025 is Rs. 2,22,73,06,611/- (Rupees Two Hundred and Twenty-two Crores, Seventy-Three Lakhs, Six Thousand, Six Hundred and Eleven Only) and that in financial year 2023-2024 it was Rs. 27,14,90,111/- (Rupees Twenty-Seven Crores Fourteen Lakhs Ninety Thousand One Hundred and Eleven only). The turnover of the Company increase by around 720.40%, and simultaneously the expenses of the Company also increased significantly.

The net profit of the Company for the year under review is Rs. 11,48,49,839/- (Rupees Eleven Crore Forty-Eight Lakhs Forty Nine Thousand Eight Hundred and Thirty Nine Only) as compared to a net loss of the Company in the previous financial year is Rs. 8,24,38,019/-(Rupees Eight Crores Twenty-Four Lakhs Thirty-Eight Thousand Nineteen only).

3. Dividend:

No Dividend has been recommended by the Board of Directors for the financial year ended 31^st March 2025.

4. Transfer to Reserves:

During the financial year under review, there were no specific transfers made to any special reserves account.

5. Share Capital:

The Paid up Equity Share Capital of the Company as on 31^st March, 2025 was Rs. 1,09,47,00,000/- (Rupees One Hundred and Nine Crore, Forty-Seven Lakhs only) comprising of 10,94,70,000/- (Ten Crore Ninety-Four Lakhs Seventy Thousand) equity shares of Rs. 10 (Rs. Ten) each.

During the financial year 2024-2025, the Company issued and allotted 8,63,90,000 equity shares, out of which 5,38,90,000 equity shares were issued and allotted on preferential basis and 3,25,00,000 equity shares were allotted by conversion of warrants issued on preferential basis into equity shares.

The Company has not issued any shares with differential voting rights, Bonus shares, employee stock options and sweat equity shares.

6. Change(s) in the Nature of Business, if any:

During the period under review there was no change in the nature of business of the Company. However, the company has decided to venture in developing its business and exploring various opportunities in various other segments like Real-Estate, Mining of stones and Defense segment.

7. Material changes and commitment - if any, affecting financial position of the Company from the end of the financial year till the date of this Report:

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company.

8. Subsidiaries/Associates and Joint Ventures:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (''the Act''), a statement containing salient features of Financial Statements of subsidiaries/Associates and Joint Ventures in Form AOC-1 is not applicable as the Company does not have any Subsidiary, Associate or Joint Venture Companies during the reporting period. However, the

Board of directors in their Board Meeting dated 18^th July 2025 has approved the acquisition of 10,00,000 (Ten Lakh) equity shares of face value ^10/ - each, at a premium of ^5/- per share, of Suryam India Minecorp Private Limited ("SIMPL"), thereby making it a wholly owned subsidiary (WOS) of the Company.

9. Public Deposits:

During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

10. Board Evaluation:

In a separate meeting of Independent Directors held on March 11, 2025 performance of the non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of directors, the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, attendance, contributions from each director etc.

11. Board Committees:

In compliance with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Allotment Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. https://www.ricl.in/committees-board.php. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

12. Management''s Discussion and Analysis:

The detailed analysis of the State of Company''s affairs / developments as required under SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 is discussed under Management Discussion and Analysis section of Directors'' report as Annexure I.

13. Corporate Governance Report:

In order to maximize shareholder value on a sustained basis, your Company has adopted Corporate Governance practices strictly complying with the requirements of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 applicable provisions of the Companies Act, 2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Policy with respect to obligations of Directors and Senior Management, Insider Trading Code, Document Preservation Policy, Policy for Determination of Material Event, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transactions Policy, and Nomination & Remuneration Policy and many other. All these policies and codes have been uploaded on Company''s corporate website www.ricl.in. Additionally, Directors Familiarisation Programme, Policy on Internal Financial Control, Policy on performance evaluation of Board, Risk Management Policy, Policy and Terms and Conditions for appointment of Independent Directors can be viewed on Company''s website www.ricl.in.

A detailed Report on Corporate Governance as per requirement along with the Certificate issued by the Statutory Auditors confirming the compliance of the provisions of the Corporate Governance is attached and forms part of this Annual Report as Annexure II.

14. Board Meetings:

During FY 2024-25, your Board met Sixteen (16) times i.e. on April 5, 2024, May 2, 2024, May 29, 2024, June 25, 2024, August 8, 2024, August 12, 2024, September 2, 2024, September 18, 2024, September 26, 2024, October 5, 2024, November 14, 2024, December 12, 2024, January 28, 2025, February 04, 2025, February 18, 2025 & March 11, 2025 details of which are available in Corporate Governance Report annexed to this report. The time gap between any two Board meetings does not exceed 120 days.

15. Directors and Key Managerial Personnel:(a) Declaration by Directors:

All the Directors of the Company have confirmed that they are not disqualified from being appointed as a Director in terms of Section 164 (2) of the Companies Act, 2013. None of the directors of the Company are disqualified on account of non-compliance with any provisions of the Companies Act, 2013.

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the SEBI (LODR), 2015 and are independent of the management. The Company issues a formal letter of appointment to the

Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company''s website at https://www.ricl.in

(b) Familiarization programme:

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. During the year under review the Company has organized familiarization programme for its Independent Directors on 18^th February, 2025.

As on 31st March, 2025 your Board comprised of six Directors including three Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (LODR) Regulations 2015.

During the year, following were the changes in Director/ Key Managerial Personnel:

i. Re-appointment of Ms. Madhusa Inda as an Independent Director of the company to hold office for a second term of 5 (five) consecutive years on the board of the company commencing from June 29, 2024 till June 28, 2029.

ii. Appointment of Mr. Ajay Singh Rajawat (Din: 08702574) as an executive and nonindependent) of the company w.e.f. 18^th September 2024.

iii. Appointment of Mr. Sourav Sharma (DIN: 08239605) as an Executive and NonIndependent w.e.f. 05th October, 2024.

iv. Resignation of Mr. Manoj Punamiya as Chief Executive Officer of the Company w.e.f. November 29, 2024.

v. Resignation of Mr. Dinesh Jani as Chief Financial Officer of the Company w.e.f. November 29, 2024 close of business hours.

vi. Appointment of Mr. Manish Navnit Shah as Chief Financial Officer (CFO) and Key Managerial Personnel of the Company with immediate effect i.e. 12th December, 2024

After the year end and up to the date of the Report, following were the changes:

i. Resignation of Mrs. Vaishali Baria (DIN: 08714945) form the position of Independent Director of the Company, from the Board and all the Committees thereof w.e.f. June 07, 2025.

ii. Appointment of Mr. Raja Kantilal Minesh (DIN: 11141383) as an Independent Director of the Company for a term of five years w.e.f. June 07, 2025, subject to the approval of the shareholders.

16. Director Responsibility Statement:

As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that there are no material departures;

b) They 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 March 31, 2025 and of the Profit and Loss of the Company for the year ended March 31, 2025;

c) They 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;

d) They have prepared the Annual Accounts on a ''going concern'' basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. Auditors:A. Statutory Auditors:

M/s Rakchamps & Co LLP, Practicing Chartered Accountants (FRN No. 131094W/W100083), Statutory Auditors of the Company were appointed from August 08, 2024 till the conclusion of the Forty Fifth Annual General Meeting of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The notes to the financial statements referred to in the Statutory Auditors Report are selfexplanatory and do not call for any further explanations or comments. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark.

B. Secretarial Audit Report:

In compliance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company had appointed M/s Mayank Arora & Company, Mumbai (Membership No.

F10378, COP No 13609) to conduct the Secretarial Audit of the Company for the financial year 2024-2025.

A copy of secretarial audit report is annexed to this report as Annexure III accompanied with Secretarial Compliance Report under Regulation 24A of the SEBI (LODR) Regulations, 2015.

Secretarial Auditors Observations:

The Report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark. However, the said report contains observation which is provided in Secretarial Audit Report in Form MR-3 which forms part of the Annual Report:

C. Internal Auditor Report:

M/s M Borar & Company, Chartered Accountants (Mem. No.: 419704) conducted Internal Audit of the Company for the FY 2024-2025 pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Their report is self-explanatory and do not call for any further comments. The Board of Directors of the Company on recommendation of Audit Committee had appointed M/s M Borar & Company, Chartered Accountants, (Mem. No.: 419704) as Internal Auditors of the Company for the Financial Year 2024-25, to conduct Internal Audit of the Company.

18. Weblink of Annual Return:

Pursuant to Section 92 (3) read with the Companies (Management and Administration) Amendment Rules, 2021, the Company has placed a copy of the Annual Return (MGT-7) on its website at https://ricl.in/wp-content/uploads/2025/08/Annual-Return-2024-2025.pdf

19. Listing of Shares:

The Equity Shares of the Company are listed on The BSE Limited. Further the Company has paid necessary listing fees to Stock Exchange.

20. Whistle Blower Policy/ Vigil Mechanism:

As per Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the Company has adopted a Whistle Blower/ Vigil Mechanism Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of C onduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy has been posted on the website of the Company at https://ricl.in/wp-content/uploads/2025/05/Whistle-Blower-Policy2.pdf

21. Corporate Social Responsibility (CSR):

The Company has formed a CSR Committee voluntarily. During the current financial year, the provisions of Section 135 of Companies Act, 2013 is not applicable to the Company, therefore; it is not required to pay 2% of the average net profits of the Company for the current Financial Year hence it is not required to give details of the CSR expenditure pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014. The constitution and detailed content of the Corporate Social Responsibility Policy of the Company is placed on its website at https://ricl.in/wp-content/uploads/2024/06/CORPORATE-SOCIAL-RESPONSIBIUTY-

COMMITTEE-POLICY.pdf

22. Related Party Transactions:

None of the transactions entered with related parties falls under the scope of Section 188(1) of the Act. Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is Nil. Accordingly, there are no transactions required to be reported in Form AOC-2 as per Section 188 (1) of the Companies Act, 2013. During the period the Company has paid only remuneration to the Directors and KMPs for the services rendered by them to the Company.

The Company has a Policy for dealing with Related Party Transactions. The Policy may be viewed on the Company''s website at the web link: i.e https://ricl.in/wp-content/uploads/2025/05/Policy-on-Related-Party-Transactions2.pdf

23. Committee Meetings:

The Board has constituted an Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee and Allotment Committee. For further details, please refer to Report on Corporate Governance. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board. The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

24. Independent Directors'' Meeting:

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations, 2015, the Independent Directors held their separate meeting on March 11, 2025 without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

â¢ Review the performance of non-independent directors and the Board as a whole;

â¢ Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

â¢ Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

â¢ Review the responsibility of independent directors with regard to internal financial controls.

All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

25. CEO & CFO Certification:

A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the SEBI (LODR) Regulations 2015 is annexed to this report as Annexure IV

26. Internal financial control and their adequacy:

Your Company has adequate internal financial controls and policies/procedures for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically. Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India.

The Company has obtained adequate cover for all of it''s fixed and other assets. The Company has identified the potential risks against the business of the Company and taking proper safeguards to mitigate/ minimize the risks. The detailed analyses of the Risk elements are discussed under the ''Management Discussion and Analysis Report''. The Internal Auditors of the Company regularly carry out review of the internal control systems and procedures. The internal audit reports are periodically reviewed by Audit Committee. Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed. The policy may be viewed on the Company''s website at the web link: https://ricl.in/wp-content/uploads/2024/06/policy-on-internal-financial-control.pdf

27. Risk Management Policy:

Your Company has put in place a Risk Management Policy to define a framework for identification, assessment and mitigation of risk. The Audit Committee and the Board

periodically reviewed the risk assessment and minimization procedures as required under Regulations 34 (3) and 53 (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to ensure that risk is controlled. In the opinion of the Board, there are no risks which may threaten the existence of the Company. The Risk Management Policy of the Company can be viewed at Company''s website at the weblink i.e. https://ricl.in/wp-content/uploads/2024/06/risk-management-policy.pdf

28. Particulars of Loans, Guarantees and Investments:

The details of Loans and Advances made, Guarantees given or Securities provided have been provided in notes to audited financial statements.

29. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:

As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund established by the Central Government.

30. Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the resumes of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board.

On the recommendation of the NRC, the Board has adopted and framed a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Act and the SEBI (LODR) Regulations, 2015. The remuneration determined for Executive/Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Executive and Non-Executive Directors are entitled to sitting fees for attending the Board/Committee Meetings. The Company''s Policy on Directors'' Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report and it is also available on the website of the Company at the weblink i.e. https://ricl.in/wp-content/uploads/2024/06/nomination-and-remuneration-policy.pdf

31. Particulars of Employees and Remuneration:

None of the employee of the Company is in receipt of remuneration of Rs. 1.02 Crores per annum/ Rs. 8.50 Lakhs per month or more during the FY 2024-25. The information required under Rule 5 (2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed in Annexure V to the Director''s Report. In compliance

with provisions of section 136(1) of the Companies Act, 2013, the Audited Financial Statements along with other reports are sent to every member of the Company, excluding the information on employees'' particulars, which is available for inspection at the Registered Office of the company during working day upto the date of ensuing Annual General Meeting. Any member who is interested in obtaining copy thereof, such member may write to the Company Secretary at the Registered Office of the Company.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure V and forms part of this Report.

32. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished hereunder:

(i) Conservation of Energy:

In its endeavour towards conservation of energy your Company ensures optimal use of energy, avoid wastages and conserve energy as far as possible. Your Company has continued to accord priority to Conservation of energy and is continuing its efforts to utilize energy more efficiently.

(ii) Research and Development &Technology absorption:

The Company has not carried out any research and development activities. The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

(iii) Foreign Exchange Earnings and Outgo:

As the Company does not have any foreign trading activity it only operates in local market hence there are no reportable foreign exchange earnings and outgoes.

1	Foreign Exchange	Earnings	Exports	Nil
1	Foreign Exchange	Outgo	Imports/ Expenses on Foreign Travel	Nil

33. Regulatory Orders:

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

34. Prevention of Sexual Harassment Policy:

The Company has zero tolerance for sexual harassment at workplace and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the

provisions of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act,2013 and the Rules thereunder. During the year under review, no complaint on sexual harassment was received by the Company. The Policy for prevention of Sexual Harassment is available on the website of the Company and the weblink is https://ricl.in/wp-content/uploads/2024/06/Sexual-Hasrrament-Policy 2023.pdf this policy not only covers the women employees of the Company also includes the visitors in the premises. The Women employees of the Company are made aware of the protections made available to them under this policy.

35. Shifting of Registered Office:

The registered office of the Company was shifted from 34, 2nd Floor, Plot -45/47, Shanti Bhavan, Dhirubhai Parekh Marg, Ladwadi, Kalbadevi, Mumbai-400002 to 3501, Floor-35, Vertu Tower, Katrak Road, Wadala Market, Wadala, Mumbai- 400031, Maharashtra with effect from 02^nd May 2024.

36. Details of application made or proceeding pending under insolvency and bankruptcy code 2016:

A Review Application No. IA/5191/2024 arising out of Appeal No. CA(AT)(INS)/137/2021 in the matter of Royal India Corporation Ltd. V/s. Liquidator for Royal Refinery Pvt. Ltd. is pending before Hon''ble National Company Law Appellate Tribunal, Delhi against the impugned Order dated 07.01.2021 passed by Ld. Adjudicating Authority (NCLT), Mumbai in IA/1266/2020 in CP/2556/2019.

37. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

38. Appreciation:

Your directors take this opportunity to thank the employees, customers, vendors, bankers, registrar and share transfer agents, investors of the Company and the communities in which the Company operates for their unstinted co-operation and valuable support extended to the Company during the year. We also take this opportunity to express our deep appreciation for the contribution, hard work, dedication and commitment of all our employees who have been one of the major driving factors for the company''s growth and progress.

Your directors also thank the Government of India and concerned government departments/agencies for their co-operation. Your directors heartily appreciate and value the contributions made by every member of the Company.

Mar 31, 2024

Your Directors have pleasure in presenting their 40^th Annual Report together with the Audited Accounts for the year ended 31^st March, 2024.

1. Financial Highlights:

The financial performance of your Company for the Financial Year 2023-24 is summarized in the following table:

Particulars	2023-24 As per IND AS	2022-23 As per IND AS
Revenue from Operations (Net of Excise) and Other Income	27,14,90,111	38,80,66,575
Expenses (excluding finance charges and depreciation)	31,28,61,554	34,96,78,008
Finance Charges	4,90,06,196	10,64,38,076
Depreciation	2,03,423	1,73,152
Profit/Loss Before Tax	(9,05,81,062)	(6,82,22,660)
Provision for Tax (Including for earlier years)	-	-
Current Tax	1,80,687	-
Deferred Tax	83,23,730	3,09,86,219
Net Profit/Loss After Tax	(8,24,38,019)	(3,72,36,441)

2. Turnover & Profits:

During the year under review, the turnover of the Company is decreased as compared to the previous year. Turnover of the Company during the financial year 2023-2024 is Rs. 27,14,90,111/- (Rupees Twenty Seven Crores Fourteen Lakhs Ninety Thousand One Hundred and Eleven only) and that in financial year 2022-2023 it was Rs. 38,80,66,575/-(Rupees Thirty Eight Crores Eighty Lakhs, Sixty Six Thousand Five Hundred and Seventy Five only). The turnover of the Company decreased by around 70%, and simultaneously the expenses of the Company also increased significantly.

The net loss of the Company for the year under review is Rs. 8,24,38,019/-(Rupees Eight Crores Twenty Four Lakhs Thirty Eight Thousand Nineteen only) as compared to a net loss of Rs. 3,72,36,441/- (Rupees Three Crores Seventy Two Lakhs Thirty Six Thousand Four Hundred and Forty One only) in the previous financial year.

3. Dividend:

Considering the financial performance of the Company for the financial year ended 31st March 2024, the Directors of your Company do not recommend any dividend.

4. Transfer to Reserves:

During the financial year under review, there were no specific transfers made to any special reserves account.

5. Share Capital:

The Paid up Equity Share Capital of the Company as on 31^st March, 2024 was Rs. 23,08,00,000/- (Rupees Twenty Three Crore Eight Lakhs only) comprising of 2,30,80,000/-(Two Crore Thirty Lakhs Eighty Thousand) shares of Rs. 10 (Rs. Ten) each. The Company has not issued shares with differential voting rights, Bonus shares, employee stock options and sweat equity shares.

6. Change(s) in the Nature of Business, if any:

During the period under review there was no change in the nature of business of the Company.

7. Material changes and commitment - if any, affecting financial position of the Company from the end of the financial year till the date of this Report:

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company.

8. Subsidiaries/Associates and Joint Ventures:

9. Public Deposits:

During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

10. Board Evaluation:

In a separate meeting of Independent Directors held on 19^th January, 2024 performance of the non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of directors, the Board had evaluated it''s performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, attendance, contributions from each directors etc.

11. Board Committees:

In compliance with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. https://www.ricl.in/committees-board.php. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

12. Management''s Discussion and Analysis:

13. Corporate Governance Report:

14. Directors and Key Managerial Personnel:

(a) Declaration by Directors:

(b) Familiarization programme:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. During the year under review the Company has organized familiarization programme for it''s Independent Directors on 14^th February, 2023

(c) Directors and Key Managerial Personnel:

As on 31st March, 2024 your Board comprised of four Directors including three Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (LODR) Regulations 2015. During FY 2023-24, your Board met 09 (Nine) times i.e. on 3^rd April, 2023, 14^th August, 2023, 2^nd September, 2023, 31^stOctober, 2023, 9^th November, 2023, 14^th February, 2024, 28^th February, 2024, 5^th March, 2024 and 18^th March, 2024 details of which are available in Corporate Governance Report annexed to this report. The time gap between any two Board meetings does not exceed 120 days.

During the year under review, there was no change in the directorship of the Directors in your Company. Further there were no changes in the positions of Key Managerial Personnel.

15. Director Responsibility Statement:

As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures;

b) They 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 March 31, 2024 and of the Profit and Loss of the Company for the year ended March 31, 2024;

d) They have prepared the Annual Accounts on a ''going concern'' basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. Auditors:

A. Statutory Auditors:

M/s. Agarwal Desai & Shah., Chartered Accountants, (Firm Registration No. 124850W) Statutory Auditors of the Company, were appointed for a term of 5 years from the conclusion of 36^th Annual General Meeting of the Company till the conclusion of the 41^stAnnual General Meeting of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditor M/s. Agarwal Desai & Shah, Chartered Accountants, (Firm Registration No. 124850W), tendered their resignation as the Statutory Auditor of the company w.e.f. 08^th August 2024. However, in compliance of the provisions of Section 139(8) of the Companies Act, 2013, the Board of the Company had appointed M/s. Rakchamps & Co. LLP, Chartered Accountants (Firm Registration No. 131094W/W100083), in place of M/s. Agarwal Desai & Shah, Chartered Accountants, (Firm Registration No. 124850W) as Statutory Auditor of the Company, subject to the approval of the members at the upcoming 40^th Annual General Meeting.

B. Secretarial Audit Report:

A copy of secretarial audit report is annexed to this report as Annexure III accompanied with Secretarial Compliance Report under Regulation 24A of the SEBI (LODR) Regulations, 2015.

Secretarial Auditors Observations:

C. Internal Auditor Report:

M/s M Borar & Company, Chartered Accountants (Mem. No.: 419704) conducted Internal Audit of the Company for the FY 2023-2024 pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Their report is self-explanatory and do not call for any further comments. The Board of Directors of the Company on recommendation of Audit Committee had appointed M/s M Borar & Company, Chartered Accountants,(Mem. No.: 419704) as Internal Auditors of the Company for the Financial Year 2023-24, to conduct Internal Audit of the Company.

17. Weblink of Annual Return::

Pursuant to Section 92 (3) read with the Companies (Management and Administration) Amendment Rules, 2021, the Company has placed a copy of the Annual Return (MGT-7) on its website at www.ricl.in

18. Listing of Shares:

The Equity Shares of the Company are listed on The BSE Limited. Further the Company has paid necessary listing fees to Stock Exchange.

19. Whistle Blower Policy/ Vigil Mechanism:

As per Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the Company has adopted a Whistle Blower/ Vigil Mechanism Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy has been posted on the website of the Company at https://ricl.in/wp-content/uploads/2024/06/Whistle-Blower-Policy.pdf

20. Corporate Social Responsibility (CSR):

21. Related Party Transactions :

None of the transactions entered with related parties falls under the scope of Section 188(1) of the Act. Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is Nil. Accordingly there are no transactions required to be reported in Form AOC-2 as per Section 188 (1) of the Companies Act, 2013. During the period the Company has paid only remuneration to the Directors and KMPs for the services rendered by them to the Company.

22. Committee Meetings:

The Board has constituted an Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. For further details, please refer to Report on Corporate Governance. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board. The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

23. Independent Directors'' Meeting:

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations, 2015, the Independent Directors held their separate meeting on 19^thJanuary, 2024 without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

â¢ Review the performance of non-independent directors and the Board as a whole;

â¢ Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

â¢ Review the responsibility of independent directors with regard to internal financial controls.

All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

24. CEO & CFO CERTIFICATION

A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the SEBI (LODR) Regulations 2015 is annexed to this report as Annexure IV

25. Internal financial control and their adequacy:

commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed. The policy may be viewed on the Company''s website at the web link: https://ricl.in/wp-content/uploads/2024/06/policy-on-internal-financial-control.pdf

26. Risk Management Policy:

Your Company has put in place a Risk Management Policy to define a framework for identification, assessment and mitigation of risk. The Audit Committee and the Board periodically reviewed the risk assessment and minimization procedures as required under Regulations 34 (3) and 53 (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to ensure that risk is controlled. In the opinion of the Board, there are no risks which may threaten the existence of the Company. The Risk Management Policy of the Company can be viewed at Company''s website at the weblink i.e. https://ricl.in/wp-content/uploads/2024/06/risk-management-policy.pdf

27. Particulars of Loans, Guarantees and Investments:

The details of Loans and Advances made, Guarantees given or Securities provided have been provided in notes to audited financial statements.

28. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:

29. Procedure for Nomination and Appointment of Directors:

19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report and it is also available on the website of the Company at the weblink i.e. https://ricl.in/wp-content/uploads/2024/06/nomination-and-remuneration-policy.pdf

30. Particulars of Employees and Remuneration:

None of the employee of the Company is in receipt of remuneration of Rs. 1.02 Crores per annum/ Rs. 8.50 Lakhs per month or more during the FY 2023-24. The information required under Rule 5 (2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed in Annexure V to the Director''s Report. In compliance with provisions of section 136(1) of the Companies Act, 2013, the Audited Financial Statements along with other reports are sent to every member of the Company, excluding the information on employees'' particulars, which is available for inspection at the Registered Office of the company during working day upto the date of ensuing Annual General Meeting. Any member who is interested in obtaining copy thereof, such member may write to the Company Secretary at the Registered Office of the Company.

31. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

(i) Conservation of Energy:

(ii) Research and Development &Technology absorption:

(iii) Foreign Exchange Earnings and Outgo:

As the Company does not have any foreign trading activity it only operates in local market hence there are no reportable foreign exchange earnings and outgoes.

Foreign Exchange

Earnings

Exports

Nil

Outgo

Imports/ Expenses on Foreign Travel

Nil

32. Regulatory Orders:

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

33. Prevention of Sexual Harassment Policy:

The Company has zero tolerance for sexual harassment at workplace and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act,2013 and the Rules thereunder. During the year under review, no complaint on sexual harassment was received by the Company. The Policy for prevention of Sexual Harassment is available on the website of the Company and the weblink is https://ricl.in/wp-content/uploads/2024/06/Sexual-Hasrrament-Policy 2023.pdf this policy not only covers the women employees of the Company also includes the visitors in the premises. The Women employees of the Company are made aware of the protections made available to them under this policy.

34. Shifting of Registered Office:

35. Details of application made or proceeding pending under insolvency and bankruptcy code 2016

During the year under review, following was pending under the Insolvency Bankruptcy Code, 2016:

An Appeal No CA(AT)(Ins.)/137/2021 in the matter of Royal India Corporation Ltd. Vs Liquidator for Royal Refinery Pvt. Ltd. is pending before NCLAT , Delhi against the impugned order dated 07/01/2021 passed by Hon''ble Adjudicating Authority (NCLT, Mumbai Bench) at Mumbai in IA No. IA/1266/2020 in CP/2556/2019 .

36. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

37. Appreciation:

Your Directors take this opportunity to thank the employees, customers, vendors, bankers, registrar and share transfer agents, investors of the Company and the communities in which the Company operates for their unstinted co-operation and valuable support extended to the Company during the year. We also take this opportunity to express our deep appreciation for the contribution, hard work, dedication and commitment of all our employees who have been one of the major driving factors for the company''s growth and progress.

Your Directors also thank the Government of India and concerned government departments/agencies for their co-operation. Your Directors heartily appreciate and value the contributions made by every member of the Company.

Mar 31, 2023

Your Directors have pleasure in presenting their 39^th Annual Report together with the Audited Accounts for the year ended 31^st March, 2023.

1. Financial Highlights:

The financial performance of your Company for the Financial Year 2022-23 is summarized in the following table:

	2022-23 As per IND AS	2021-22 As per IND AS
Particulars

Revenue from Operations (Net of Excise) and Other Income	38,80,66,575	2,15,60,548
Expenses (excluding finance charges and depreciation)	34,96,78,008	2,85,57,781
Finance Charges	10,64,38,076	12,96,05,376
Depreciation	1,73,152	25,553
Profit/Loss Before Tax	(6,82,22,660)	(13,66,28,162)
Provision for Tax (Including for earlier years)	-	-
Current Tax	-	-
Deferred Tax	3,09,86,219	5,69,54,198
Net Profit/Loss After Tax	(3,72,36,441)	(7,96,73,963)

2. Turnover & Profits:

During the year under review, the turnover of the Company is increased compared to the previous year. Turnover of the Company during the financial year 2022-2023 is Rs. 38,80,66,575/- (Thirty eight Crores eighty lakhs sixty six thousand five hundred and seventy five only) and that in financial year 2021-2022 it was Rs. 2,15,60,548 (Two Crores fifteen lakhs sixty thousand five hundred and forty eight). The turnover of the Company increased significantly by around 94.44%, and simultaneously the expenses of the Company also increased significantly.

The net loss of the Company for the year under review is Rs. 3,72,36,441 (Three Crores seventy two lakhs thirty six thousand four hundred and forty one only )as compared to a net loss of Rs. 7,96,73,963 (Seven Crores ninety six lakhs seventy three thousand nine hundred and sixty three only ) in the previous financial year.

3. Dividend:

Considering the financial performance of the Company for the financial year ended 31st March 2023, the Directors of your Company do not recommend any dividend.

4. Transfer to Reserves:

During the financial year under review, there were no specific transfers made to any special reserves account.

5. Share Capital:

The Paid up Equity Share Capital of the Company as on 31^st March, 2023 was Rs. 23,08,00,000/- (Rupees Twenty Three Crore Eight Lakhs only) comprising of 2,30,80,000/-(Two Crore Thirty Lakhs Eighty Thousand) shares of Rs. 10 (Rs. Ten) each. The Company has not issued shares with differential voting rights, Bonus shares, employee stock options and sweat equity shares.

6. Change(s) in the Nature of Business, if any:

During the period under review there was no change in the nature of business of the Company.

7. Material changes and commitment - if any, affecting financial position of the Company from the end of the financial year till the date of this Report:

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company.

8. Subsidiaries/Associates and Joint Ventures:

9. Public Deposits:

10. Board Evaluation:

In a separate meeting of Independent Directors held on 14^th February, 2023 performance of the non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of directors, the Board had evaluated it''s performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, attendance, contributions from each directors etc.

11. Board Committees:

In compliance with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. https://www.ricl.in/committees-board.php. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

12. Management''s Discussion and Analysis:

13. Corporate Governance Report:

14. Directors and Key Managerial Personnel:

(a) Declaration by Directors:

(b) Familiarization programme:

(c) Directors and Key Managerial Personnel:

As on 31st March, 2023 your Board comprised of four Directors including three Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (LODR) Regulations 2015. During FY 2022-23, your Board met 05 (Five) times i.e. on 30^th May, 2022, 13^th August, 2022, 22^nd August, 2022, 14^thNovember, 2022, 14^th February, 2023 details of which are available in Corporate Governance Report annexed to this report. The time gap between any two Board meetings does not exceed 120 days.

During the year under review, there was no change in the directorship of the Directors in your Company. Further there were no changes in the positions of Key Managerial Personnel.

15. Director Responsibility Statement:

As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that there are no material departures;

b) They 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 March 31, 2023 and of the Profit and Loss of the Company for the year ended March 31, 2023;

d) They have prepared the Annual Accounts on a ''going concern'' basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. Auditors:

A. Statutory Auditors:

B. Secretarial Audit Report:

A copy of secretarial audit report is annexed to this report as Annexure III accompanied with Secretarial Compliance Report under Regulation 24A of the SEBI (LODR) Regulations, 2015.

Secretarial Auditors Observations:

The Report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark. However, the said report contains observation and explanation of which is given below:

1. Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall disclose to the Exchange(s), within 30 minutes of the closure of the meeting, held to consider financial results. The Board Meeting for considering financial results for quarter ending 31st December, 2022 was concluded at 16:30 hours. However, the Listed Entity has submitted the outcome at 17:04 hours. The Management has explained that the said delay was due to technical error on BSE listing centre, and the Company will be more careful next time.

2. Pursuant to System-Driven Disclosures (SDD) under SEBI (SAST) Regulations, 2011, SEBI mandated that all listed companies must maintain a Structured Digital Database (SDD), to record the creation and movement of Unpublished Price Sensitive Information (UPSI) among the companyâs Designated Persons (DPs) and their Connected Persons (CPs). However, the Listed Entity has failed to maintained Structured Digital Database (SDD) Software. -The Company had not maintained SDD Software as on 31^st March, 2023, however, the Company confirms that all the required data and entries are now maintained in Structured Digital Database (SDD) as required under the aforesaid Regulations.

3. The company was required to file Form DPT 3 for the financial year ended March, 2023. However, the company has not filed the same.-Since there was delay in filing financials for the financial year 2022-2023, it has also caused delay in filing form DPT-3, however, the management assures to file the same soon.

C. Internal Auditor Report:

M/s M Borar & Company, Chartered Accountants (Mem. No.: 419704) conducted Internal Audit of the Company for the FY 2022-2023 pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Their report is self-explanatory and do not call for any further comments. The Board of Directors of the Company on recommendation of Audit Committee had appointed M/s M Borar & Company, Chartered Accountants,(Mem. No.: 419704) as Internal Auditors of the Company for the Financial Year 2023-24, to conduct Internal Audit of the Company.

17. Weblink of Annual Return:

Pursuant to Section 92 (3) read with the Companies (Management and Administration) Amendment Rules, 2021, the Company has placed a copy of the Annual Return (MGT-7) on its website at https://www.ricl.in/pdf/Financial-Year-2022-23/Annual-Return/Annual-Return_2022-2023.pdf

18. Listing of Shares:

The Equity Shares of the Company are listed on The BSE Limited. Further the Company has paid necessary listing fees to Stock Exchange.

19. Whistle Blower Policy/ Vigil Mechanism:

of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy has been posted on the website of the Company at https://www.ricl.in/pdf/Investors/corporate-policies/Whistle%20Blower%20Policy.pdf.

20. Corporate Social Responsibility (CSR):

https://www.ricl.in/pdf/CORPORATE%20SOCIAL%20RESPONSIBILITY%20COMMITTEE%

20POLICY.pdf.

21. Related Party Transactions :

None of the transactions entered with related parties falls under the scope of Section 188(1) of the Act. Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is Nil. Accordingly there are no transactions required to be reported in Form AOC-2 as per Section 188 (1) of the Companies Act, 2013. During the period the Company has paid only remuneration to the Directors and KMPs for the services rendered by them to the Company.

The Company has a Policy for dealing with Related Party Transactions. The Policy may be viewed on the Company''s website at the web link: i.e

https://www.ricl.in/pdf/Investors/corporate-policies/policy-on-related-party-transactions.pdf

22. Committee Meetings:

23. Independent Directors'' Meeting:

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations, 2015, the Independent Directors held their separate meeting on 14^th

February, 2023 without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

â¢ Review the performance of non-independent directors and the Board as a whole;

â¢ Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

â¢ Review the responsibility of independent directors with regard to internal financial controls.

All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

24. CEO & CFO CERTIFICATION

A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the SEBI (LODR) Regulations 2015 is annexed to this report as Annexure IV

25. Internal financial control and their adequacy:

26. Risk Management Policy:

Your Company has put in place a Risk Management Policy to define a framework for identification, assessment and mitigation of risk. The Audit Committee and the Board

periodically reviewed the risk assessment and minimization procedures as required under Regulations 34 (3) and 53 (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to ensure that risk is controlled. In the opinion of the Board, there are no risks which may threaten the existence of the Company. The Risk Management Policy of the Company can be viewed at Company''s website at the weblink i.e. https://www.ricl.in/pdf/Investors/corporate-policies/policy-on-related-party-transactions.pdf

27. Particulars of Loans, Guarantees and Investments:

The details of Loans and Advances made, Guarantees given or Securities provided have been given in notes to audited financial statements.

28. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:

29. Procedure for Nomination and Appointment of Directors:

On the recommendation of the NRC, the Board has adopted and framed a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Act and the SEBI (LODR) Regulations, 2015. The remuneration determined for Executive/Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Executive and Non-Executive Directors are entitled to sitting fees for attending the Board/Committee Meetings. The Company''s Policy on Directors'' Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report and it is also available on the website of the Company at the weblink i.e. https://www.ricl.in/pdf/Investors/corporate-policies/nomination-and-remuneration-policy.pdf

30. Particulars of Employees and Remuneration:

None of the employee of the Company is in receipt of remuneration of Rs. 1.02 Crores per annum/ Rs. 8.50 Lakhs per month or more during the FY 2022-23. The information required under Rule 5 (2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed in Annexure V to the Director''s Report. In compliance with provisions of section 136(1) of the Companies Act, 2013, the Audited Financial

Statements along with other reports are sent to every member of the Company, excluding the information on employees'' particulars, which is available for inspection at the Registered Office of the company during working day upto the date of ensuing Annual General Meeting. Any member who is interested in obtaining copy thereof, such member may write to the Company Secretary at the Registered Office of the Company.

31. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

(i) Conservation of Energy:

(ii) Research and Development &Technology absorption:

(iii) Foreign Exchange Earnings and Outgo:

As the Company does not have any foreign trading activity it only operates in local market hence there are no reportable foreign exchange earnings and outgoes.

1	Foreign Exchange	Earnings	Exports	Nil
1	Foreign Exchange	Outgo	Imports/ Expenses on Foreign Travel	Nil

32. Regulatory Orders:

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

33. Prevention of Sexual Harassment Policy:

on sexual harassment was received by the Company. The Policy for prevention of Sexual Harassment is available on the website of the Company this policy not only covers the women employees of the Company also includes the visitors in the premises. The Women employees of the Company are made aware of the protections made available to them under this policy.

34. Details of application made or proceeding pending under insolvency and bankruptcy code 2016

During the year under review, following was pending under the Insolvency Bankruptcy Code, 2016:

35. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

36. Appreciation:

By order of the Board

For Royal India Corporation Limited

Sd/-

Nitin Gujral Managing Director DIN:08184605

Date: 14^th August, 2023 Place: Mumbai

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 31st Annual Report together with the Audited Accounts for the year ended March 31, 2015.

1. RESULTS OF OUR OPERATIONS:

Particulars 2014-15 2013-14

Revenue from Operations (Net of 1,62,32,44,441 1,31,60,04,166 Excise) and Other Income

Exceptional Items - -

Profit before Interest, 48,65,874 20,40,875 Depreciation & Tax (EBITA)

Finance Charges 68,360 73,658

Depreciation 12,52,407 4,03,777

Provision for Tax (Including 12,42,057 39,716 for earlier years)

Net Profit After Tax 23,03,049 15,23,724

Profit Brought Forward from 2,38,84,719 2,23,60,995 previous year

Depreciation on transition to 12,52,407 4,03,777 Schedule II of the Companies Act, 2013

Surplus Available for Appropriations 2,61,87,768 2,38,84,719

Appropriations to: Proposed Dividend - -

Dividend Distribution Tax - -

Transferred to General Reserve - -

Profit carried to Balance Sheet 2,61,87,768 2,38,84,719

2. Turnover & Profits:

The Directors wish to inform you that, during the Financial Year ended 31st March, 2015 the sales and other income increased from Rs. 13,160.04 lacs to Rs. 16232.44 lacs. The Net Profit After Tax stood at Rs.23.03 as against Rs. 15.23 in the previous year.

3. Dividend:

The Directors of your Company do not recommend any dividend for the financial year ended 31st March, 2015 in order to plough back the resources for the future growth.

4. Transfer to Reserves:

During the current financial year, there were no transfers made to reserves.

5. Change(s) in the Nature of Business, if any:

There is no change in the nature of business carried on by the Company. The Company has not changed the class of business in which the Company has an interest.

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statement relate and the date of the report.

There were no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of the report.

7. Fixed Deposits:

Your Company has not accepted any fresh fixed deposits at present and, as such, no amount on account of principle or interest on public deposits was outstanding as on the date of the balance sheet.

8. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report as Annexure I.

9. Corporate Governance Report:

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited have been complied with.

A separate report on Corporate Governance along with certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual General Meeting as Annexure II.

10. Corporate Social Responsibility (CSR):

As per the Section 135 of Companies Act, 2013 all companies having Net Worth of Rs. 500 cr or more, or Turnover of Rs. 1,000 core or more, or Net Profit of Rs. 5 core or more during any financial year required to constitute a Corporate Social Responsibility Committee of the Board of Directors comprising of three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company's three immediately preceding financial year.

Accordingly, the Company formed a CSR Committee, having two non executive directors and one Executive Director as a member of the Committee. For the current financial year, the provisions of Section 135 of Companies Act, 2013 is not applicable to the Company, therefore; it is not required to pay 2% of the average net profits of the Company for the current Financial Year.

11. Share Capital

The Paid up Equity Share Capital as on March 31, 2015 was Rs. 23, 08, 00,000/- During the year under review, your Company did not issue shares. Details of Directors shareholding as on March 31, 2015, are mentioned in the Corporate Governance Report, which forms a part of this Annual Report.

12. Extract of Annual Return:

An extract of Annual Return in Form MGT-9 as on March 31, 2015 is attached as Annexure III to this Report.

13. Board Meeting held during the year:

The Board met 7 times during the financial year 2014-15. The details of the meeting are furnished in the Corporate Governance Report that forms part of this Annual Report.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

14. Director Responsibility Statement:

As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. They 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 March 31, 2015 and of the Profit and Loss of the Company for the year ended March 31, 2015.

iii. They 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.

iv. They have prepared the Annual Accounts on a 'going concern' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Auditors

A. Statutory Auditors:

M/s. DMKH & Co., Chartered Accountants, (Firm Registration No. 116886W) Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re appointment from the conclusion of the ensuing AGM till the conclusion of the 5th consecutive Annual General Meeting of the Company. The Board has recommended their re-appointment.

M/s. DMKH & Co., Chartered Accountants have confirmed that their re-appointments, if made would be in accordance with the provisions of the Section 141 Companies Act, 2013 and that they are not disqualified for re-appointment.

Auditors Qualification:

There is no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

B. Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. GMS & Co., Company Secretary in Practice, Thane to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015.

The report of the Secretarial Auditor is appended as Annexure IV.

Explanation or Comments on every qualification, reservation or adverse remark made by the Company Secretary in practice in the Secretarial Audit Report.

The inspection under Section 209A of the Companies Act, 1956 has been carried out by the office of the Ministry of Corporate Affairs, the details of which are entered in the Secretarial Audit Report.

C. Internal Auditor Report:

M/s. Neha Sharda & Associates have carried out the internal audit for the Financial Year 2014-15. The Report is based on the books of accounts and other records of the Company. The Board has recommended their re- appointment for the Financial Year 2015-16.

16. Listing of Shares:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE), further the Company has paid necessary listing fee to BSE as per the Listing Agreement.

17. Related Party Transactions :

The Company has formulated a policy on dealing with Related Party Transactions. The policy is disclosed on the website of the Company i.e. www.ricl.in . Your Company places all the aforesaid details before the Audit Committee periodically. A comprehensive list of related party transactions as required by the Accounting Standard (AS) 18 issued by the Institute of Chartered Accountants of India, forms part of the Note No. 33 of the Accounts in the Annual Report. However, these transactions are not likely to have any conflict with the interest of the Company at large.

During the year, the Company had not entered into any contracts/ arrangements/ transactions with related parties which could be considered as material except the remuneration paid to Key Managerial Personnel.

18. Audit Committee:

The Audit Committee of the Company comprises of Two Independent & Non Executive Directors and One Executive Director. The details are provided in the Corporate Governance Report.

Pursuant to the requirements of the Companies Act, 2013, the Company has established vigil mechanism through Audit Committee for Directors and Employees to report genuine concerns about unethical behaviors, actual or suspended fraud or violation of the Company's Code of Conduct or ethics policy.

The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

19. Risk Management Policy:

The Company has developed and implemented a mechanism for risk management and has developed a Risk Management Policy. The Audit Committee and the Board periodically reviewed the risk assessment and minimization procedures as required under clause 49 of the Listing Agreement so as to ensure that risk is controlled by the Executive Management.

20. Directors and Key Managerial Personnel (KMP):

a. Company's policy on appointment and remuneration:

The Composition of the Company's Board of Directors is in conformity with the Listing Agreement, having an appropriate mix of executive and Independent Directors to maintain the independence of the Board. As on March 31, 2015 the Board of Directors of the Company comprises of Five Directors including One Managing Director, One Whole Time Director and Three Non-Executive & Independent Directors.

At the last Annual General Meeting of the Company (held on September 30, 2014) during the year under review, the members approved the appointments of Ms. Manisha Anand, Mr. Ravi Kant Chaturvedi and Mr. Damodar Hari Pai, as Independent Directors, not liable to retire by rotation, for a period of 5 years.

We affirm that the remuneration paid to the Director is as per the terms laid out in the nomination and remuneration policy of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Article of Association of the Company, Mr. Hitesh Jain, Whole Time Director of the Company retire by rotation and being eligible, offers himself for re-appointment.

During the year under review, there have been changes in the management of the Company as mentioned below:

Name Designation Date of Appointment

Mr. Aman Punamiya Addl. Director (Exe.) May 08, 2014

Mr. A.P. Dhurandhar Independent Director February 13, 2013

Name Date of Resignation

Mr. Aman Punamiya May 24, 2014

Mr. A.P. Dhurandhar October 16, 2014

The Board wishes to place on record their deep sincere appreciation of the immense contribution made by Mr. Ashokaditya Prakash Dhurandhar during his tenure.

b. Declaration by Independent Directors:

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Director in terms of Section 164 (2) of the Companies Act, 2013.

All Independent Directors have given 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. Further, during the year under review, the independent directors met on Feb 12, 2015.

At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The formal letter of appointment is available at the website of the Company i.e. www.ricl.in

c. Familiarization program for Independent Director:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

d. Key Managerial Personnel:

Appointment:

Mr. Hitesh Jain, (DIN: 05263120) was appointed as Chief Financial Officer of the Company w.e.f. August 14, 2014.

Re-appointments:

Mr. Hitesh Jain, Whole Time Director of the Company whose tenure was expired on June 19, 2015 and being eligible for re-appointment as Whole Time Director of the Company for a period of Three Years commencing from June 19, 2015 to June 18, 2018 by the Board of Directors of the Company subject to member's approval.

Mr. Manish Shah, Managing Director of the Company whose tenure was expired on February 23, 2015, and being re-appointed for a further period of Three years from February 24, 2015 to February 23, 2018 by the Board of Directors of the Company subject to members approval.

21. Nomination and Remuneration Policy

The Board has adopted, on recommendation of the Nomination & Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company:

22. Compliance under Companies Act, 2013:

Pursuant to Section 134 of the Companies, Act 2013 read with rules Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:

a. Board Evaluation:

As per Clause 49 of the Listing Agreement mandates the Board shall monitor and review the Board evaluation framework. As per Section 134 (p) of the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and Independent Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. None of the independent directors are due for re- appointments.

b. Particulars of Employees:

The ratio of the remuneration of each director to the median employees' remuneration and other details in terms of Section 197 (12) of the Act with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the rules"), forms a part of this Annual Report as Annexure V.

c. Particulars of Loans, Guarantees or Investments:

As on March 31, 2015, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

Loans, guarantees and investments covered Under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

d. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, is set out hereunder:

Sr. Particulars Disclosures No.

1 Conservation of Energy and Your Company has continued to accord Power Consumption priority to Conservation of energy and is continuing its efforts to utilize energy more efficiently

2 Technology Absorption and Your Company has not absorbed or Research & Development imported any technology and no research and development work is carried out.

US $: Nil Earnings Exports of 3. Foreign Exchange Goods Rs.: Nil

Outgo Nil Nil

e. Significant and Material Orders passed by the Regulators or Courts:

Inspection under Section 209A of the Companies Act, 1956 has been carried out by the office of the Ministry of Corporate Affairs. No irregularities other than of a compound able nature have been observed by the inspecting authority. Your Company filed the applications with the Authorities against the observation/remarks of the Inspecting Authorities.

f. Committees of the Board:

There are currently four committees of the Board which are as follows:

a. Audit Committee;

b. Nomination & Remuneration Committee;

c. Corporate Social Responsibility Committee and;

d. Stakeholders Relationship Committee.

The members of the Committees consist of Two Non-Executive Directors and One Executive Director. A detailed note on the Board and Committees is provided under the Corporate Governance Report in the Annual Report.

g. Prevention of Sexual Harassment Policy:

The Company has in place a Prevention of Sexual harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Further, during the year 2014-15, no complaints were received by the Company related to sexual harassment.

h. Green Initiatives:

As part of the Green Initiative in Corporate Governance, the Ministry of Corporate Affairs ("MCA"), Government of India, through its Circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011 respectively has allowed companies to send official documents through electronic mode.

Like the previous year, electronic copies of the Annual Report and Notice of the 31st Annual General Meeting are sent to all the members whose email addresses are registered with the Company/ Depository Participant(s) for communication purposes. For members who have not registered their email addresses, physical copies of the Notice and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

i. Acknowledgements:

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, Registers, bankers, financial institutions, Share Transfer Agents. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

On behalf of the Board of Directors

Sd/- Sd/- (Manish Shah) (Hitesh Jain) Managing Director Whole time Director DIN :01953772 DIN :05263120

Place : Mumbai Date : August 13, 2015

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Accounts for the year ended March 31, 2014.

1. Financial Results:

The Company''s financial performance, for the year ended March 31, 2014 is summarised below:

Rs. (In Lacs) Particulars 31.03.2014 31.0.3.2013

Total Income 13,160.04 11,051.66

Profit before Tax 15.63 5.20

Provision of Tax

* Current Tax -5.39 1.72

* Deferred Tax (0.55) (0.55)

* Previous year adjustment 4.43 -

Profit after Tax 15.23 4.03

2. Turnovers & Profits:

The Directors wish to inform you that during the financial year ended 31st March, 2014 the sales and other income increased from Rs. 11,051.66 lacs to Rs. 13,160.04 lacs. The Net profit after tax stood at Rs. 15.23 lacs as againstRs. 4.03 lacs in the previous year.

3. Dividend:

The Directors of your Company do not recommend any dividend for the financial year ended 31st March, 2014 in order to plough back the resources for future growth.

4. Board of Directors:

During the year under review, there have been changes in the Management of the Company as mentioned below:

Mr. Vishal Gohil Stepped down as a Whole Time Director of the Company w.e.f. 15th November, 2013. The Board wishes to place on record their deep sincere appreciation of the immense contribution made by Mr. Vishal Gohil during his Tenure.

In accordance with the provisions of the Act and the Company''s Clause 119 of the Article of Association, Mr. Hitesh Jain retires by rotation and is eligible for re-appointment.

In line with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Damodar Hari Pai (Din No. 00172372), Mr. Ravi Kant Chaturvedi (Din No. 05198811), Mr. Ashokaditya Dhurandhar (Din No. 06509031) and Ms. Manisha Anand (DIN No. 03497950) Directors of the Company, are being appointed as Independent Directors for five consecutive years from 30th September, 2014 up to 29th September, 2019.

Necessary resolutions for the appointment/reappointment of the aforesaid Directors have been included in the notice convening the ensuing AGM and requisite details have been provided in the explanatory statement of the notice. Your directors commend their appointments/reappointment.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 274(1)(g) of the Companies Act, 1956 and Section 164(2) of the Companies Act, 2013.

5. Directors'' Responsibility Statement:

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

1) In the preparation of the annual accounts for the financial year March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

2) The Company has 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 on 31st March 2014 and of the Profit & Loss Account of the company for the year ended on that date.

3) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) These Accounts have been prepared on a going concern basis.

6. Particulars of Employees:

None of the employees of the Company was in receipt of remuneration up to or in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 2011 for the year ended 31st March, 2014.

7. Fixed Deposits:

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975, was outstanding as on the date of the Balance Sheet.

8. Listing of Shares:

The Equity Shares of the Company continues to be listed on Bombay Stock Exchange Limited.

9. Management Discussion and Analysis Report:

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchanges is given as a separate statement in the Annual Report.

10. Corporate Governance:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliances with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached to the Report on Corporate Governance.

11. Auditors:

M/s. DMKH & Co., Chartered Accountants, retire as the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

M/s. DMKH & Co., Chartered Accountants have confirmed that their re- appointment, if made would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for re- appointment.

The Board has recommended their re- appointment and they will hold the office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

Auditors Report: Auditors Report as issued by M/s. DMKH & Co., Chartered Accountants is self explanatory and need not calls for any explanation by your Board.

12. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo:

Particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange & Outgo pursuant Section 271 (i) (e) read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1986, and particulars of employees pursuant to Section 271 (2A) read with Companies (Particulars of Employees) Rules, 1975 of the Companies Act, 1956 is set out hereunder:

Sr Particulars Disclosure No.

Conversation Your Company has continued to 1. of Energy accord priority to Conservation of and Power Energy and is continuing its efforts Consumption to utilize Energy more efficiently.

Technology Your Company has not absorbed Absorption or Imported any Technology and 2. and Research no research & development work & is carried out. Development us$ Exports 150760.42 3 Foreign Earnings of Rs. Exchange goods 731,006,101

Outgo Nil Nil

13. Green Initiatives:

As part of the Green Initiative in Corporate Governance, the Ministry of Corporate Affairs ("MCA"), Government of India, through its Circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send official documents through electronic mode.

Electronic copies of the Annual Report and Notice of the 30th Annual General Meeting are sent to all members whose email addresses are registered with the Company/Depository Participant(s) for communication purposes. For members who have not registered their email addresses, physical copies of the Notice and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

14. E-voting:

In compliance with the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rule, 2014, your company is pleased to provide members facility to exercise their right to vote at the 30th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by Central Depository Services (India) Limited. (The instructions for members for e-voting is provided in the notes to Notice of the AGM).

15. Board Committees:

In compliance with both the mandatory and non mandatory requirements under the Listing Agreements and the applicable laws, the Board has maintained the following Committees:

i) Audit Committee

ii) Nomination & Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

16. Acknowledgements:

Your Directors thanks the members for their co-operation, support and also wish to record the appreciation for the services and sincere efforts of the Employees, Bankers, Registrar and Share Transfer Agents of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/- Hitesh M. Jain Manish Shah Whole Time Director Managing Director (DIN No. 05263120) (DIN No. 01953772)

Place: Mumbai Date : 14th August, 2014.

Mar 31, 2013

The Directors present the 29th Annual Report on the business operations of the Company along with the Statement of Audited Accounts for the year ended March 31, 2013.

1. FINANCIAL RESULTS

Rs. In Lacs Particulars 31.03.2013 31.03.2012

Total Income 11051.66 11745.65

Profit Before Tax 5.20 147.19

Provision for Tax

-Current Tax 1.72 42.00

-Deferred Tax (0.55) (0.20)

-Previous year adjustment - (0.74)

Profit after Tax 4.03 106.14

2. DIVIDEND

Your Directors are unable to recommend payment of dividend on equity share capital for the year ended 31st March, 2013.

3. TURNOVER & PROFITS

The Directors wish to inform you that, during the financial year ended March 31, 2013 the sales and other income stood at rs. 11,051.66 Lacs to rs. 11,745.65 Lacs. The Net profit after tax stood at rs. 4.03 lacs as against rs. 106.14 lacs in the previous year.

4. BOARD OF DIRECTORS

During the year under review, there have been changes in the Management of the Company as mentioned below:

Mr. Kumarpal Punamiya tendered his resignation as a Whole Time Director of the Company w.e.f. October 30, 2012. The Board places on records its sincere appreciation for the valuable services rendered by Mr. Kumarpal Punamiya during his Tenure.

Mr. Vishal Gohil was appointed as Additional Director designated as Whole Time Director on October 30, 2012 subject to approval of Members in the ensuing Annual General Meeting.

Mr. Ashokaditya Dhurandhar was appointed as Additional Director and holds office up to the ensuing Annual General Meeting. The resolution for his appointment as a Director is being moved at the ensuing Annual General Meeting.

Ms. Damodar Hari Pai retires by rotation as a Director at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Ms. Ravikant Chaturvedi retires by rotation as a Director at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Pursuant to Clause 49 of the Listing Agreement, the detailed profiles of the Directors seeking appointment and re-appointment are provided in the Notice convening the Annual General Meeting.

5. Appointment of Company Secretary and Compliance Officer:

Mrs. Shweta Agrawal, resigned as Company Secretary & Compliance officer on February 13th 2013. As required under Section 383A of the Companies Act, 1956, read with the provisions of Stock Exchanges, Ms. Siddhi Patil, an Associate Member of the Institute of Company Secretaries of India, New Delhi was appointed as the Company Secretary and Compliance Officer of the Company on February 13th 2013.

6. EMPLOYEES

The Company has no employees in the category specified under Section 217(2A) of the Companies Act, 1956.

7. DEPOSITS FOR PUBLIC

The Company has not raised any deposits from public during the year under review.

8. LISTING

The shares of the Company are listed on the Bombay Stock Exchange Limited. The Company has paid the annual listing fees to the BSE for the year 2012-2013.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchange is given as a separate statement in the Annual Report.

10. Corporate Governance:

The Company has taken steps to comply with the mandatory provisions of Clause 49 of the Listing Agreement and a separate report on Corporate Governance is enclosed.

Further, due to change in the Management of the Company the following Committees were reconstituted viz. Audit Committee and Shareholders'' Cum Investors'' Grievance Committees.

Re-constitution of Audit Committee:

Ms. Manisha Anand Chairperson, Independent & Non Executive

Mr. Damodar Hari Pai Member, Independent & Non Executive

*Mr. Hitesh Jain Member, Whole time Director

**Mr. Kumarpal Member, Whole Time Punamiya Director

Re-constitution of Shareholders'' Cum Investors'' Grievance Committee:

Ms. Manisha Anand Chairperson, Independent & Non Executive

Mr. Damodar Hari Pai Member, Independent & Non Executive

*Mr.Hitesh Jain Member, Whole Time Director

**Mr. Kumarpal Member, Whole Time Punamiya Director

*Appointed as a Member of Audit Committee and Shareholders cum

Investors Grievance Committee w.e.f. 30/10/2012.

**Ceased to be a Member of Audit Committee and Shareholders cum Investors Grievance Committee w.e.f. 30/10/2012.

11. Auditors:

M/s. DMKH & Co., Chartered Accountants, retire as the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the retiring auditors to the effect that their reappointment, if made, will be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956.

The Board has recommended their re-appointment. Auditors Report: Auditors Report as issued by M/s. DMKH & Co., Chartered Accountants is self explanatory and need not call for any explanation by your Board.

12. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo:

Considering the nature of activities of the company, the information required to be disclosed pursuant to Section - 217(1)(e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption do not apply to the Company. Hence, no comment is being made on energy conservation. There is no foreign technology involved/absorbed. During the year under review, the company has not earned or spent any foreign exchange.

13. Directors'' Responsibility Statement:

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

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

(ii) The Company has 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 on 31st March 2013 and of the Profit & Loss Account of the company for the year ended on that date.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) These Accounts have been prepared on a going concern basis.

14. Acknowledgements:

Your Directors greatly appreciate the co-operation and support of Shareholders and Employees for reposing their faith in us and motivating us to excel in all facets of our Business.

Sd/- Sd/-

Hitesh M. Jain Manish Shah

Whole-Time- Director Managing Director

Place : Mumbai

Date : 14th August, 2013.

Mar 31, 2012

The have pleasure in presenting the 28th Annual Report on the business operations of the Company along with the Statement of Audited Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS

Rs.In Lacs

Particulars 31.03.2012 31.03.2011

Total Income 11745.65 6504.18

Profit Before Tax 147.19 70.48

Provision for Tax

-Current Tax 42.00 10.25

-Deferred Tax (0.20) (0.10)

-Previous year adjustment (0.74) -

Profit after Tax 106.14 60.34

2. DIVIDEND

Your Directors are unable to recommend payment of dividend on equity share capital for the year ended 31st March, 2012.

3. TURNOVER & PROFITS

The Directors wish to inform you that during the financial year ended 31st March, 2012 the sales and other income increased from ? 6504.18 lacs to ? 11745.65 lacs. The Net profit after tax stood at ? 106.14 lacs as against ^ 60.34 lacs in the previous year.

4. BOARD OF DIRECTORS

During the year under review, there have been changes in the Management of the Company as mentioned below:

Mr. Manoj Babulal Punamiya tendered his resignation as a Managing Director of the Company w.e.f. 16th February, 2012. Board places on records its sincere appreciation for the valuable services rendered by Mr. Manoj Babulal Punamiya during his Tenure.

Mr. Manish Navnitbhai Shah was appointed as an Additional Director designated as Managing Director on 24th February, 2012 subject to approval of Members in the forthcoming Annual General Meeting.

Ms. Manisha Anand retires by rotation as a Director at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

Mr. Ravi Kant Chaturvedi and Mr. Hitesh Jain were appointed as Additional Directors and hold office up to the ensuing Annual General Meeting. The resolution for his appointment as a Director is being moved at the ensuing Annual General Meeting. Pursuant to clause 49 of the Listing Agreement, the detailed profiles of the Directors seeking appointment and re-appointment are provided in the Notice convening the Annual General Meeting.

5. INSPECTION UNDER SECTION 209A OF THE COMPANIES ACT

Inspection under Section 209 A of the Companies Act, 1956 has been carried out by the office of Ministry of Corporate Affairs. No irregularities other than of a compoundable nature have been observed by the Inspecting authority. Your Company is in the process of filing compounding applications with the Authorities against the observations/remarks of the Inspecting authority.

6. EMPLOYEES

The Company has no employees in the category specified under Section 217(2A) of the Companies Act, 1956.

7. DEPOSITS FOR PUBLIC

The Company has not raised any deposits from public during the year under review.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchanges is given as a separate statement in the Annual Report.

9. CORPORATE GOVERNANCE

The Company has taken steps to comply with the mandatory provisions of clause 49 of the Listing Agreement and a separate report on Corporate Governance is enclosed. Further due to change in the Management of the Company various committees of the Board of Directors are reconstituted as under:

Re-constitution of Audit Committee:

Ms. Manisha Anand

Chairperson, Independent & Non Executive

Mr. Kumarpal Punamiya

Member, Whole time Director

Mr. Damodar Hari Pai

Member, Independent & Non Executive

Re-constitution of Shareholders' Cum Investors' Grievance Committee:

Mr. Kumarpal Punamiya

Member, Whole time Director ,

Ms. Manisha Anand

Chairperson, Independent & Non Executive

Mr. Damodar Hari Pai

Member, Independent & Non Executive

Re-constitution of Remuneration Committee:

Ms. Manisha Anand

Chairperson, Independent & Non Executive

Mr. Damodar Hari Pai

Member, Independent & Non Executive

Mr. Ravikant Chaturvedi

Member, Independent & Non Executive

*Mr. Ravikant Chaturvedi was appointed as a member of the Remuneration Committee w.e.f 9th February, 2012.

10. AUDITORS

M/s. DMKH & Co., Chartered Accountants, retire as the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the retiring auditors to the effect that their reappointment, if made, will be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956.

The Board has recommended their re-appointment.

Auditors Report: Auditors Report as issued by M/s. DMKH & Co., Chartered Accountants is self explanatory and need not calls for any explanation by your Board.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Considering the nature of activities of the company, the information required to be disclosed pursuant to

Section - 217(l)[e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption do not apply to the Company. Hence no comment is being made on energy conservation. There is no foreign technology involved/absorbed. During the year under review, the Company has not earned or spent any foreign exchange.

12. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

(i> In terms of Section 217(2AA] of the Companies Act, 1956, your Directors state that: In the preparation of the annual accounts, all the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Company has 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 on 31st March 2012 and of the Profit & Loss Account of the company for the year ended on that date.

(iii) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) These Accounts have been prepared on a going concern basis.

12. ACKNOWLEDGEMENTS

Yours Directors greatly appreciate the co-operation and support of Shareholders and Employees for reposing their faith in us and motivating us to excel in all facets of our Business.

For and on behalf of the Board of Directors

Sd/- Sd/-

Hitesh M. Jain Kumarpal Punamiya

Whole-time-Director Whole-time-Director

Place: Mumbai

Date :8th August, 2012.

Mar 31, 2010

The Directors hereby present their report on the operations of the Company and its financial results for the year ended March 31,2010.

1. Financial Results

(Rupees in lacs)

Particluars Standlone Consolidated

31.03.2010 31.03.2009 31.03.2010

Total Income 1356.72 35.94 1430.49

Profit before Tax 45.52 11.12 45.43

Provision for Tax

-Current Tax 15.24 1.61 15.24

-Deferred Tax (0.73) 1.72 (0.64)

Profit after Tax 31.01 7.40 30.83

Less: Minority interest - - (0.01)

Profit attributable to group - - 30.84

2. Dividend:

The Directors of the Company do not recommend dividend for the year under review due to future expansion plans.

3. Operations:

During the year under review, the Company has earned Net Profit after Tax to the tune of Rs.31.01 lacs as against Net Profit incurred to the tune of Rs.7.40 lacs for the corresponding previous financial year.

4. Directors:

During the year under review, there has been change in the Management of the Company as mentioned below:

Mr. Manoj Kumar Punamiya, was appointed as Managing Director on 02/09/2009.

Mr. Kumarpal Javerchand Punamiya was appointed as Director on 10/02/2010 to fill in the casual vacancy occurred due to resignation of Mr. Kailash Shriram Agarwal.

Mr. Damodar Hari Pai was appointed as an Additional Director on 19/03/2010 and company has received notice u/s 257 of the Companies Act, 1956 proposing his candidature for reappointment subject to members approval at the forthcoming annual general meeting.

5. Amalgamation

Pursuant to order dated July 16, 2010 of Honble Mumbai High Court, Luxury Exports Private >, Limited has been amalgamated with the Company with April 1, 2009 as appointed date. DetaikiQ of the scheme have been disclosed in Note no 1 of Schedule 16 to the Accounts in the annual report.

Consequently, Balaji Corporation Private Limited which was a subsidiary of erstwhile Luxury Exports Private Limited has become a subsidiary of our company and accordingly Statement u/s 212 of the Companies Act, 1956 is enclosed to the accounts.

6. Preferential Issue

During the year under review the company has allotted 73,00,000 new Equity Shares through the Postal Ballot under section 81(1A) and other applicable provision of The Company Act, 1956. These shares were successfully listed on October 23, 2009.

7. Employees:

The Company has no employees in the category specified under Section 217(2A) of the Companies Act, 1956.

8. Deposits from Public:

The Company has not raised any deposits from public during the year under review.

9. Corporate Governance:

A report on Corporate Governance is enclosed herewith. Further due to change in the Management of the Company various committees of the Board of Directors are reconstituted as under:

Re-constitution of Audit Committee:

Mr. Nitin Rathod - Chairman, Independent & Non Executive

Mr. Kumarpal Punamiya - Member, Independent & Non Executive

Mr. Damodar Hari Pai -Member, Independent & Non Executive

Re-constitution of Shareholders Cum Investors Grievance Committee:

Mr. Kumarpal Punamiya - Chairman, Independent & Non Executive

Mr. Nitin Rathod - Member, Independent & Non Executive

Mr. Damodar Hari Pai -Member, Independent & Non Executive

Re-constitution of Remuneration Committee:

Mr. Nitin Rathod - Chairman, Independent & Non Executive

Mr. Kumarpal Punamiya - Member, Independent & Non Executive

Mr. Damodar Hari Pai -Member, Non Executive

10. Auditors:

M/s. Durgesh Kabra & Co., Chartered Accountants, Auditors of the Company do not seek their re-appointment as Statutory Auditor of the company. Further, company has approached and received consent from DMKH & CO to act as Statutory Auditor of the company, subject to approval of members at the forthcoming AGM.

Auditors Report: Auditors Report as issued by M/s. Durgesh Kabra & Co., Chartered Accountants is self explanatory and need not calls for any explanation by your Board.

11. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo:

Considering the nature of activities of the company, the information required to be disclosed pursuant to Section - 217(1) (e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption do not apply to the Company. Hence no comment is being made on energy conservation. There is no foreign technology involved/absorbed. During die year under review, the company has not earned or spent any foreign exchange.

12. Directors Responsibility Statement:

In terms of Section 217(2 AA) of the Companies Act, 1956, your Directors state that:

(i) In the preparation of me annual accounts, all the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Company has selected such accounting policies and applied them consistently and made judgments and estimates mat are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2010 and of the Profit & Loss Account of me company for the year ended on that date.

(iii)The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) These Accounts have been prepared on a going concern basis.

13. Acknowledgements:

Your Directors greatly appreciate the co-operation and support of Shareholders and Employees of the Company.

For and On behalf of the Board of Directors

Place: Mumbai Nitin Rathod Kumar Pal Punamiya

Date: October 6,2010 Director Director

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