Directors Report of Shree Rajasthan Syntex Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 45^th Annual Report on the business and operations of the Company
along with the Audited Financial Statements for the financial year ended on 31^st March, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s financial summary and highlights are summarized below: -

Particulars	Financial Year
	31st March, 2025	31st March, 2024
Revenue from operations	1,330.74	2,528.69
Other Income	345.90	1,206.05
Total Revenue (A)	1,676.64	3,734.74
Total Expenses (B)	3,028.10	3,747.51
Profit/(loss) before exceptional items and tax (A) - (B)	(1,351.69)	(12.77)
Exceptional items (gain)	(86)	11,228.44
Profit / (Loss) before tax	(1,437.69)	11,215.67
Less: Tax expense	-	-
Profit / (Loss) for the period	(1,437.69)	11,215.67
Other comprehensive Income (Net of Tax)	29.32	72.19
Total Comprehensive Income for the period (Comprising profit after tax and other comprehensive income after tax for the period)	(1,408.37)	11,287.86

2. FINANCIAL PERFORMANCE

During the year under review, the Company witnessed a decline in its financial performance and reported a loss
of ^1,408 Lakhs, as compared to a profit of ^11,288 Lakhs in the previous financial year. The total revenue of the
Company for the year stood at ^1,677 Lakhs, as against ^3,735 Lakhs in the preceding year.

Your Directors and Management along with the entire team is taking all possible action to ensure that we are able
to sustain our financial productivity and business operational developments inspite of all adverse external
conditions and competition.

3. STATE OF THE COMPANY''S AFFAIRS

The business operations of the company during the year under review continues to be adversely affected.

The Company produced 1064.52 M.T of yarn valuing Rs. 1330.74 Lakhs during the period under review as against
2709.18 M.T of yarn valuing Rs. 2528.69 Lakhs produced during the last year. During the year, there were no
exports.

The state of the Company''s affairs and performance of the Company is analyzed in detail in the Management
Discussions and Analysis Report annexed to this report as Annexure-5.

4. SHARE CAPITAL

The Authorised Share Capital as on 31^st March, 2025 was Rs. 28,50,00,000/- divided into 2,85,00,000 Equity
Shares of Rs. 10/- each and Rs. 6,00,00,000 /- divided into 6,00,000 Preference Shares of Rs. 100/- each of the
company.

The Paid-up share capital as on 31^st March, 2025 was Rs. 28,01,23,010/- divided into 2,80,12,301 Equity Shares
of Rs. 10/- each of the company.

1,70,000 non-convertible cumulative redeemable preference shares of Rs. 100 each issued @ 11% is classified as
financial liability.

5. LISTING INFORMATION

The Equity Shares in the Company are continued to be listed with BSE Platform and in dematerialized form. The

ISIN No. of the Company is INE796C01011.

6. DIVIDEND

In view of Losses in the current year, your directors are unable to recommend any dividend for the year under
review. Your Company''s policy on Dividend Distribution is available at

https://www.srsl.in/documents/DIVIDEND%20DISTRIBUTION%20POLICYpdf

7. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the year under review.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (''Rules''), the dividends, unclaimed
for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company
are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having specific orders of the
Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains
unclaimed for a period of continuous seven years from the date of transfer of the dividend to the unpaid dividend
account are also mandatorily required to be transferred to the IEPF established by the Central Government.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures,
application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of
preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the
IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form,
Shareholders are required to take a print of the same and send physical copy duly signed along with requisite
documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company.
The e-form can be downloaded from the website of Ministry of Corporate Affairs www.iepf.gov.in.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal
amount, if any, standing to the credit of their account.

The details of unpaid / unclaimed dividend and their respective shares transferred by the Company to IEPF are
available at the website of the Company at http://www.srsl.in/documents/LIST_OF_SHAREHOLDERS_IEPF.pdf
and http://www.srsl.in/documents/LIST-OF-SHAREHOLDERS-DIVIDEND-TRANSFERRED--(IEPF).pdf.

During the year, no amount of unclaimed dividend has been transferred to IEPF.

9. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

i. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning
of the year: Nil

ii. number of shareholders who approached listed entity for transfer of shares from suspense account during the
year: Nil

iii. number of shareholders to whom share were transferred from suspense account during the year: Nil

iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the
year: Nil

v. voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil

10. DEPOSITS FROM PUBLIC

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as
prescribed under the provisions of the Companies Act, 2013, and the rules framed there under, as amended from
time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of
Companies (Accounts) Rules, 2014.

However, during the financial year the Company has borrowed money(ies) from other company and an employee
of the company not exceeding his annual salary under a contract of employment with the company in the nature
of non-interest-bearing security deposit in pursuant to Rule 2(c)(vi) and Rule 2(c)(x) of the Companies

Annual Report (2024-25)

Furthermore, company has also received an advance for supply of goods or provision of services, received in
connection with consideration for immovable property and, and as an advance received under long term projects
for supply of capital goods.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part
of the Notes to the financial statements provided in this Integrated Annual Report.

12. CHANGE IN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL
(A) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and the
Company''s Articles of Association, Mr. Anubhav Ladia, Whole Time Director of the company is liable to retire by
rotation at the 45^th AGM for re-appointment in this ensuing annual general meeting.

As on the date of this report, the Company has the following Board of Directors (''BODs'') as per Section 2(10) and
Section 149(1) of the Act and Regulation 17 of the SEBI (LODR) 2015:

S. No	Name of the Director	DIN	Designation
1	Anubhav Ladia (Re-appointed w.e.f 01/06/2025)	00168312	Whole Time Director & Chief Financial Officer
2	Vikas Ladia (Re-appointed w.e.f 01/06/2025)	00256289	Managing Director & Chief Executive Officer
3	Sandeep Kumar Jain	01116047	Independent Director
4	Manju Datta	09010395	Independent Director
5	Rajiv Sharma	01342224	Independent Director

(B) CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Mr. Vikas Ladia has been re-appointed as the Managing Director of the company w.e.f. 01^st June 2025.

Mr. Anubhav Ladia has been re-appointed as a Whole Time Director of the company w.e.f. 01^st June 2025.

Further, there is no change in the Board of Directors.

13. MEETINGS OF THE BOARD

The Board of Directors met five times during the financial year 2024-25, i.e.

1. 28^th May, 2024,

2. 12^th August, 2024,

3. 06^th September, 2024,

4. 09^th November, 2024 and

5. 11^th February, 2025.

Frequency and quorum at these meetings and the intervening gap between any two meetings were in conformity
with the provisions of the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standards issued by The Institute of
Company Secretaries of India ("Secretarial Standards"). The Secretarial Standards are adhered to by the Company.
For further details, please refer to the report on Corporate Governance annexed to this report as Annexure-6.

14. DIRECTOR RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134f3)fc) OF THE COMPANIES
ACT, 2013.

Your Directors hereby confirm that:

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

ii. ) The directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company

at the end of the financial year and of the profit and loss of the company for that period;

iii. ) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

iv. ) The directors had prepared the annual accounts on a going concern basis;

v. ) The directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and

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

15. COMMITTEES OF BOARD OF DIRECTORS

As on 31^st March, 2025, the Board have 4 Committees, namely, the Audit Committee, the Nomination and
Remuneration Committee, the Stakeholders'' Relationship Committee, and the Sub-Committee.

As on 11^th February 2025, board has constituted a Sub-committee.

A detailed note on the Composition of the Board and its Committees and other relevant details are provided in the
report on Corporate Governance annexed to this report as Annexure-6.

16. FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors and KMPs of the Company is to be conducted on an annual basis to
satisfy the requirements of the Act and Listing Regulations. The Company is having a Policy for performance
evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for
their performance evaluation. The said criteria provide certain parameters like Attendance, Availability, Time
spent, Preparedness, Active participation, Analysis, Objective discussions, Probing and testing assumptions,
Industry and Business knowledge, Functional expertise, Corporate Governance, Development of Strategy and Long
Term Plans, Inputs in strength area, Director''s obligation and discharge of responsibilities, Quality and value of
contributions and Relationship with other Board Members etc. which is in compliance with applicable laws,
regulations and guidelines.

During the year under review, a separate mechanism was carried out by the Board, internally at the time of meeting
itself, for formal annual evaluation of its own performance and that of its committees and individual directors,
including the Chairman of the Board, on parameters as mentioned above. Performance evaluation of Independent
Directors was carried out by the entire Board and of all the Directors individually was also carried out by
Nomination and Remuneration Committee in their meeting. Performance evaluation of the Chairman and non¬
independent directors was also carried out in the Meeting of Independent Directors separately.

17. NOMINATION AND REMUNERATION POLICY

The Company''s policy on directors'' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters, etc. is available on the website of
the Company at http://www.srsl.in/documents/NOMINATION_AND_REMUNERATION_POLICY.pdf

The policy briefly includes: -

1. Appointment/re-appointment Criteria and Qualifications of Director, KMPs, SMPs and other employees as
may be decided by the Board of Directors

2. Term / Tenure of Director, KMPs, SMPs

3. Familiarization programme for Independent Directors

4. Criteria for evaluation

5. Removal and Retirement of Directors, KMPs, SMPs

6. Provisions relating to remuneration of Director, KMPs, SMPs

7. Policy on Board Diversity

There is no change in the Policy during the Financial Year 2024-2025.

18. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received a declaration from all the Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and Regulation

Annual Report (2024-25)

16(b) of Listing Regulations, compliance of code of conduct as per Schedule IV of the Act and the Independent
Directors are independent of the management. As mandated by the Ministry of Corporate Affairs, they have also
completed their registration on the databank of Independent Directors created by MCA and Indian Institute of
Corporate Affairs.

Code Of Conduct of Independent Directors

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is
required for them for their unbiased comments regarding the working of the company. They will follow the code
while imparting in any activity of the company. The policy deals with the code of conduct of the Independent
Directors, their duties and responsibilities towards the company, is available at the website http://www.srsl.in/

19. AUDITORS AND AUDIT REPORTS

I. Statutory Auditors and Audit Report

M/s. Doogar & Associates, Chartered Accountants (Firm Registration No.000561N), New Delhi was appointed as
the Statutory Auditors of the Company to hold office for a second term of five years from the conclusion of the 42^nd
AGM of the Company held on 9^th September, 2022, till the conclusion of the 47^th AGM to be held in year 2027. The
requirement for the annual ratification of auditors'' appointment at the AGM has been omitted pursuant to
Companies (Amendment) Act, 2017 notified on May 7, 2018.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the company has obtained a
written certificate from the above-mentioned Auditor to the effect that they confirm with the limits specified in
the said Section and they have also given their peer review certificate and eligibility certificate stating that they
are not disqualified within the meaning of Section 141 of the Companies Act, 2013.

The Audit Report on the Financial Statements for the financial year 2024-25 does not contain any qualifications,
reservations or adverse remarks except mentioned below. The observations made by the Auditors are self¬
explanatory and have been dealt with, in Independent Audit Report. The Notes to Financial Statement referred to
in the Auditors'' Report are self-explanatory and do not call for any further comments.

1. As stated in Note No. 41 to the financial statements, the Company has already implemented the NCLT order
in the books of Accounts. The Honorable NCLAT, New Delhi, via order dated 10.02.2025 has upheld the
approved Resolution Plan against an Appeal filed by one of the Secured Financial Creditor (Bank of Baroda)
praying for reversal of the PIRP NCLT order.

II. Cost Auditors and Cost Audit Report

In terms of Section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 the
Company is required to maintain cost records for the Textile business. The accounts and records are made and
maintained accordingly by the Company.

M/s. K.G. Goyal & Co., Cost Accountants, (Firm Registration No.000017), Jaipur was appointed as Cost Auditors of
the Company for conducting the Audit of cost records maintained by the Company for the financial year 2024-25.
The Cost Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse
remark.

Further, the Board of Directors has approved the re-appointment of M/s. K. G. Goyal & Co., Cost Accountants (Firm
Registration No.000017), Jaipur as Cost Auditors for conducting the Audit of the cost records maintained by the
Company for the financial year 2025-26. The remuneration proposed to be paid to them requires ratification by
the shareholders of the Company in this AGM. In view of this, the Board of Directors recommends a remuneration
of Rs. 20,000/- (Rupees Twenty Thousand Only) plus applicable GST and reimbursement of traveling expenses
and out-of-pocket expenses (at actual) to the Cost Auditors to be ratified by the shareholders at the 45^th AGM.

III. Secretarial Auditors and Secretarial Audit Report

M/s. Himanshu SK Gupta & Associates, Company Secretaries (CP No. 22596 and Peer Review No. 1943/2022),
Ahmedabad, were appointed as Secretarial Auditors of the Company for conducting the Secretarial Audit for the
financial year 2024-25.

The Secretarial Audit Report for the financial year 2024-25, in form MR-3, is annexed to this report as Annexure-
1. Further, the Company has undertaken an audit for the financial year 2024-25 under Regulation 24A of the
Listing Regulations. The Annual Secretarial Compliance Report has been submitted to the stock exchange within

Annual Report (2024-25)

the prescribed timelines for the financial year 2024-25.

Further, the Board of Directors has approved the appointment of M/s. HM & Associates, Company Secretaries (FRN
P2025GJ103300 and Peer Review No. 6987/2025), Ahmedabad, as Secretarial Auditors for conducting the
Secretarial Audit of the Company for the 5 consecutive financial years w.e.f. financial year 2025-26 to financial
year 2029-30.

IV. Internal Auditors and Internal Audit Report

The Board of Directors has approved the appointment of M/s. K.G. Bhatia & Co., Chartered Accountants (Firm
Registration No.-010370C), Udaipur as Internal Auditor for conducting the Internal Audit of the Company for the
five financial years w.e.f 2024-25 to 2028-29.

The Internal Audit Reports were received quarterly by the Company and the same were reviewed by the Audit
Committee and Board of Directors for each quarter.

20. REPORTING OF FRAUDS BY AUDITORS

During the period under review, neither the internal auditors nor statutory auditors nor the secretarial auditors
nor cost auditors reported to the Audit Committee, under section 143(12) of the Act, any instances of fraud
committed against the Company by its officers or employees, the details of which would need to be mentioned in
the Board''s Report.

21. RISK MANAGEMENT POLICY

The Company operates in conditions where economic, environment and social risk are inherent to its businesses.
In managing risk, it is the Company''s practice to take advantage of potential opportunities while managing
potential adverse effects. In line with Listing Regulations and as per the requirement of Section 134(3)(n) of the
Act read with the rules made thereunder, as amended, the Board has already framed a comprehensive Risk
Management Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by
the company, which in the opinion of the Board may threaten the existence of the Company.

Risk Management Policy available on the website of the Company at
https://www.srsl.in/documents/RISK_MANAGEMENT_POLICY.pdf

The object of the policy is to make an effective risk management system to ensure the long-term viability of the
company''s business operations. During the year under review, the same was reviewed half yearly by Audit
Committee of the Company. The risk management plan comprised of the following 5 steps:

1. Identification of risk

2. Defining the risk in detail

3. Analyzing the risk

4. Evaluating various aspects linked to the risk

5. Treatment of risk

22. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting
illegal or unethical behavior. The Company has a whistle blower policy wherein the directors and employees are
free to report violations of law, rules, regulations or unethical conduct, actual or suspected fraud to their
immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or
such other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained
and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also
available on the website of the Company at http://srsl.in/documents/WHISTLE-BLOWER-POLICY.pdf. During the
year, no whistle blower event was reported and the mechanism is functioning well. Further, no personnel has been
denied access to the Audit Committee. The details of the whistle blower policy/vigil mechanism is given in the
report on Corporate Governance annexed to this report as Annexure-6.

23. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features
of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the
concerned companies and online viewing by investors of actions taken on the complaint and its status. Your
Company has been registered on SCORES and makes every effort to resolve all investor complaints received
through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has
not received any complaint on the SCORES during financial year 2024-25.

Annual Report (2024-25)

24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe and conducive work environment to all of its employees and
associates. The Company has created the framework for individuals to seek recourse and redressal to instances of
sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy formulated by
the Company for prevention of sexual harassment is available on the website of the Company at
https://www.srsl.in/documents/POLICY%20ON%20PREVENTION%20OF%20SEXUAL%20HARASSMENT.pdf.

The Company has constituted Internal Complaint Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 for reporting and conducting inquiry into the
complaints made by the victim on the harassment at the work place.

During the year under review, no complaint pertaining to sexual harassment at work place has been received by
the Company.

The details of Sexual Harassment Complaints received and disposed of during the financial year 2024-25 are given
in the report on Corporate Governance annexed to this report as Annexure-6.

25. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961

The Company confirms that it is fully aware of and remains committed to complying with the provisions of the
Maternity Benefit Act, 1961. While there are currently no women employees on its rolls, the Company has
appropriate systems and policies in place to ensure that all statutory benefits under the Act, including paid
maternity leave, continuity of salary and service during the leave period, nursing breaks, and flexible return-to-
work arrangements will be extended to eligible women employees as and when applicable. The Company remains
committed to fostering an inclusive and legally compliant work environment.

26. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the
gender composition of its workforce as of March 31, 2025.

Male Employees: 54
Female Employees: 0
Transgender Employees: 0

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

27. SOCIAL OBLIGATIONS

The provisions of Section 135 of the Act relating to Corporate Social Responsibility are not applicable to the
Company. However, the Company has generally taken corporate social responsibility initiatives. The Company
made efforts for the betterment and upliftment of the living standards of Scheduled Castes and Scheduled Tribes
dwelling in the adjoining areas of Dungarpur by providing them training and employment.

28. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Company has placed a copy of the Annual
Return as on 31^st March, 2025 on the Company''s website on https://www.srsl.in/financial-results.html by virtue
of amendment to Section 92(3) of the Companies Act, 2013 and pursuant to Notification dated 28th August, 2020
issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details
forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/ arrangements/ transactions that were entered by the Company during the financial year 2024-25
are done on Arm''s length basis. Disclosure of particulars of contract/arrangements entered into by the company
with Related Parties referred to in sub-section (1) of section 188 of the Act (in Form No. AOC -2) is annexed to this
report as Annexure-2. The related party transaction policy is available on the website of the company at the link
http://www.srsl.in/documents/Signed%20RPT%20Policy.pdf.

30. PARTICULARS OF THE EMPLOYEES

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of

Annual Report (2024-25)

Managerial Personnel) Rules, 2014 a detailed statement is annexed to this report as Annexure-3.

Further, with respect to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the names of the top ten employees in terms of remuneration drawn are listed
below:

Sl. No	Name of the Employee	Designation of the Employee	Remunerati on received (Rs.)	Nature of employmen t whether contractual or otherwise	Qualifications and experience of the employee	Date of Commence -ment of employment	The age of such employee s (years) as on 31st March 2025	The last employm ent held by such employee before joining the company	The % of equity shares held by the employe e in the compan y within the meanin g of clause (iii) of sub¬ rule (2) above
1.	Mr. Suresh Chandra Joshi	Vice President (PA & IR)	1519380	Permanent	M.A. (Economics), P.G. Diploma in Labour Law, Labour Welfare and Personnel Management & L.L.B. Exp.- 36 years	18/06/2015	65 Years	RSWM Ltd.	0.00
2.	Mr. Vinod Kumar Ladia	Vice President (Marketing)	1720000	Permanent	B. E.(Textile Engineering), MBA-IIM, Ahmedabad Exp- 54 Years	15/11/1979	79 Years	J. K. Synthetics Limited (1968¬ 1979	3.17%
3.	Mr. Kameshwar Roy	Chief Engineer	787690	Permanent	Polytechnic Diploma in Mechanical Exp.- 35 years	01/08/2011	61 Years	Punsumi India Ltd. Bhiwadi	0.00
4.	Mr. Narayan Lal Malpani	G.M.(Material s)	699400	Permanent	B.Com Exp.- 40 Years	26/06/2017	66 years	Shayona Cement Corp, Malavi (Central Africa)	0.00
5.	Mr. Sunil Thapliyal	Sr. Manager -R & D	518080		MSC, Deploma in Textile Exp.- 42 Years	01/11/2011	67 years	Shayona Cement Corp, Malavi (Central Africa	0.00
6.	Mr. Harish Ajmera	Manager Accounts	503520	Permanent	M.Com More than 30 years	01.01.1997	55 years	Ruchi Soya Ltd.	0.00
7.	Mr. Alankar Tomar	Manager IT	497380	Permanent	BCA, MCA	05.11.2016	58 years	Banswara Syntex	0.00
8.	Mr. P S Chundawat	Manager	4,49,748	Permanent	M.A.	09.12.1997	60 years	Rajasthan Petro	0.00
9.	Mr. Ather Baig	Maintenance	348054	Permanent	B. Tech	11/10/2013	50 years	Tgra Poly Pipe Ltd, Jaipur	0.00

10.	Mr. Kamal	Manager	412800	Permanent	M.COM	25/08/2003	50 years	-	0.00
	Chordia	(commercial)

*None of the aforesaid employees (except Mr. Vinod Ladia) is a relative of any director or manager of the Company.
# Mr. Vinod Ladia is a father of Mr. Vikas Ladia and Mr. Anubhav Ladia.

As per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial
Personnel) Amendment Rules, 2016 none of the employees of the Company are in receipt of remuneration
exceeding Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/- per month if employed
for part of the year.

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ
technology for more efficient operations.

Pursuant to Section 134 (3)(m) of the Act read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant
details of conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed to
this report as Annexure -4.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the operations of the company are reviewed in detail in the
Management Discussion and Analysis Report which is annexed to this report as Annexure -5.

33. CORPORATE GOVERNANCE

Your Company is compliant with the norms on Corporate Governance as provided in the Listing Regulations. The
Report on Corporate Governance for the financial year 2024-25 is annexed to this report as Annexure -6 along
with the certificate on compliance of conditions of corporate governance issued by M/s. Himanshu SK Gupta &
Associates, Secretarial Auditor.

34. OTHER COMPLIANCES

34.1 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 statements relate
and the date of the report: There were no material changes and commitments which occurred after the close of
the year till the date of this report, which may affect the financial position of the Company.

34.2 Significant and material orders: Please refer note 40 to the Financial Statements.

34.3 Details in respect of adequacy of internal financial controls: For detailed discussion with reference to
adequacy of internal financial controls, please refer to Management Discussion and Analysis Report annexed to
this report as Annexure-5.

34.4 Disclosure of Accounting Treatment in preparation of Financial Statements: The financial statements
are prepared in accordance with Indian Accounting Standards (Ind AS). The Ind AS are prescribed under section
133 of the Act, read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies
(Indian Accounting Standards) Amendment Rules, 2016. Accounting Policies have been consistently applied
except where a newly issued accounting standard is initially adopted or a revision to an existing accounting
standard requires a change in the accounting policy hitherto in use.

34.5 Details of Subsidiary/ Joint Ventures / Associate Companies / and its Performance: Your company has
no Subsidiary / Joint Ventures / Associate Companies.

35. SECRETARIAL STANDARDS

The Company has adhered to applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meeting of the Board
of Directors'' and ''General Meetings''.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016: (IBC)

The Company has successfully undergone Pre Package Insolvency Resolution Plan (PPIRP) under the IBC Act 2016
as per the Order of Hon''ble NCLT, Jaipur dated 22.08.2023. Hon''ble NCLAT, New Delhi vide its Order dated
10.02.2025 has further upheld the Approved Resolution Plan. The Company has subsequently received the No

Dues and No Objection Certificate (NOC) from all Secured Financial Creditors.

37. OTHER DISCLOSURES

Other disclosures with respect to Board''s Report as required under the Act and the Rules notified thereunder are
either NIL or NOT APPLICABLE.

38. ACKNOWLEDGMENT

Your directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the
timely and valuable assistance and support received from Bankers, Auditors, Customers, Suppliers, Share Transfer
Agent and Regulatory Authorities and other stakeholders of the Company.

The Directors place on record their deep appreciation of the dedication of your Company''s employees at all levels
and look forward to their continued support in the future as well. Your directors are thankful to the shareholders
for their continued patronage.

For and on behalf of the Board of Directors
For Shree Rajasthan Syntex Ltd.

Date	: August 11th, 2025	Sd/-	Sd/-
Registered	: Plot No. 106, Opposite Fire,	Vikas Ladia	Anubhav Ladia
Office	Brigade Station, Syntex	(Managing Director and	(Whole Time Director
	Chauraha, Bhicchiwara Road,	CEO)	and CFO)
	Dungarpur, Rajasthan, India, 314001	DIN:00256289	DIN:00168312

Annual Report (2024-25)

---

Mar 31, 2024

Your directors have pleasure in presenting the 44^th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s financial summary and highlights are summarized below: -

(Rs. in Lakhs)

Particulars	Financial Year
	31st March, 2024	31st March, 2023
Revenue from operations	2,529	5,164
Other Income	1,206	114
Total Revenue (A)	3,735	5,278
Expenses: -
Cost of materials consumed	751	822
Purchase of Stock-in-trade	277	1,003
Changes in inventories of finished goods, Work in progress and stock-in-trade	3	60
Employees benefit expenses	777	1,070
Finance Costs	168	2,129
Depreciation and Amortization expenses	191	2,037
Other Expenses	1,580	2,466
Total Expenses (B)	3,748	9,587
Profit/(loss) before exceptional items and tax (A) - (B)	(13)	(4,309)
Exceptional items (gain)	11,228	(13)
Profit / (Loss) before tax	11,216	(4,322)
Less: Tax expense	-	7
Profit / (Loss) for the period	11,216	(4,329)
Other comprehensive Income (Net of Tax)	72	(13)
Total Comprehensive Income for the period (Comprising profit after tax and other comprehensive income after tax for the period)	11,288	(4,342)

2. FINANCIAL PERFORMANCE

During the year under review the Company had in its profitability. There was a profit during the year amounting to Rs. 11,288 Lakhs as compared to loss of Rs. 4,342 Lakhs in previous year. The total revenue of the company was Rs. 3,735 Lakhs as compared to Rs. 5,278 Lakhs of previous year.

Your Directors and Management along with the entire team is taking all possible action to ensure that we are able to sustain our financial productivity and business operational developments inspite of all adverse external conditions and competition.

3. STATE OF THE COMPANY''S AFFAIR

The business operations of the company during the year under review continues to be adversely affected.

The Company produced 2709.18 M.T of yarn valuing Rs. 2525.65 Lakhs during the period under review as against 5011.92 M.T of yarn valuing Rs. 5103.54 Lakhs produced during the last year. During the year, there were no exports.

The state of the Company''s affairs and performance of the Company is analyzed in detail in the Management Discussions and Analysis Report annexed to this report as Annexure-5.

4. SHARE CAPITAL

The Authorised Share Capital as on 31^st March, 2024 was Rs. 28,50,00,000/- divided into 2,85,00,000 Equity Shares of Rs. 10/- each and Rs. 6,00,00,000 /- divided into 6,00,000 Preference Shares of Rs.100/- each of the company.

The Paid-up share capital as on 31^st March, 2024 was Rs. 28,01,23,010/- divided into 2,80,12,301 Equity Shares of Rs. 10/- each of the company.

1,70,000 non-convertible cumulative redeemable preference shares of Rs. 100 each issued @ 11% is classified as financial liability.

Increase in Paid-Up Share Capital:

The Paid-up Share Capital of the Company was increased from Rs. 13,70,23,010/- to Rs. 28,01,23,010/- during the year:

a. The company has issued and allotted 74,50,000 (Seventy-Four Lakhs Fifty Thousand) Equity shares of face value of Rs. 10/- each of the company on preferential basis for consideration at cash at a price of Rs. 10/-each.

b. The company has also Allotted 68,60,000 (Sixty-Eight Lakhs Sixty Thousand) equity shares on preferential basis against conversion of existing unsecured loan of the promoter group of the company, having face value of ^ 10/- (Rupees Ten only) each at a price of Rs. 10/- each.

5. LISTING INFORMATION

The Equity Shares in the Company are continued to be listed with BSE Platform and in dematerialized form. The ISIN No. of the Company is INE796C01011.

6. DIVIDEND

In order to conserve the resources for future business requirements, your directors do not recommend dividend for the year under review. Your Company''s policy on Dividend Distribution is available at https://www.srsl.in/index.html

7. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the year under review.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (''Rules''), the dividends, unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF established by the Central Government.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of Corporate Affairs www.iepf.gov.in.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.

The details of unpaid / unclaimed dividend and their respective shares transferred by the Company to IEPF are available at the website of the Company at http://www.srsl.in/documents/LIST_OF_SHAREHOLDERS_IEPF.pdf and http://www.srsl.in/documents/LIST-OF-SHAREHOLDERS-DIVIDEND-TRANSFERRED--(IEPF).pdf During the year, no amount of unclaimed dividend has been transferred to IEPF.

8. DEPOSITS FROM PUBLIC

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

However, during the financial year the Company has borrowed money(ies) from Directors of the Company in pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, and said amount is not being given out of funds acquired by him/them by borrowing or accepting loans or deposits from others.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report.

10. CHANGE IN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL (A) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and the Company''s Articles of Association, none of the directors is liable to retire by rotation at the 44^th AGM as both the directors liable for rotation are liable for re-appointment in this ensuing annual general meeting.

As on the date of this report, the Company has the following Board of Directors (''BODs'') as per Section 2(10) and Section 149(1) of the Act and Regulation 17 of the SEBI (LODR) 2015:

S. No	Name of the Director	DIN	Designation
1	Anubhav Ladia	00168312	Whole Time Director & Chief Financial Officer
2	Vikas Ladia	00256289	Managing Director & Chief Executive Officer
3	Sandeep Kumar Jain	01116047	Independent Director
4	Manju Datta	09010395	Independent Director
5	Rajiv Sharma (Appointed w.e.f 01st April 2024)	01342224	Independent Director
6	Narendra Nath Agrawala (Retired w.e.f 31st March 2024)	00168211	Independent Director

Mr. Rahul Bolia (A62766), Company Secretary has been appointed as a Company Secretary and Compliance Officer of the company with effect from 06^th January 2024 in place of Ms. Prinkle Talesara (A60017) who resigned with effect from 16^th October 2023.

Mr. Narendra Nath Agrawala (DIN 00168211) has retired from the company w. e. f. 31/03/2024 after completion of his term of 10 years.

Mr. Anubhav Ladia has been designated as Chief Financial Officer of the company w.e.f. 25^th October, 2023 in place of Mr. Prahlad Bilochi who resigned w.e.f. 08^th September, 2023.

Further, there is no change in the Board of Directors.

10. MEETINGS OF THE BOARD

The Board of Directors met ten times during the financial year 2023-24, i.e. 27^th May, 2023, 10^th August, 2023, 02^nd September, 2023, 04^th October, 2023, 25^th October, 2023, 06^th January, 2024, 13^th February, 2024, 19^th March 2024, 21^st March 2024 and 30^th March 2024. Frequency and quorum at these meetings and the intervening gap between any two meetings were in conformity with the provisions of the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standards issued by The Institute of Company Secretaries of India ("Secretarial Standards"). The Secretarial Standards are adhered to by the Company. For further details, please refer report on Corporate Governance annexed to this report as Annexure-6.

11. COMMITTEES OF BOARD OF DIRECTORS

As on 31^st March, 2024, the Board have 4 Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship Committee and the Sub-Committee. However the Subcommittee was dissolved during the year. A detailed note on the Composition of the Board and its Committees and other relevant details are provided in the report on Corporate Governance annexed to this report as Annexure-6.

12. FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors and KMPs of the Company is to be conducted on an annual basis to satisfy the requirements of the Act and Listing Regulations. The Company is having a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for their performance evaluation. The said criteria provide certain parameters like Attendance, Availability, Time spent, Preparedness, Active participation, Analysis, Objective discussions, Probing and testing assumptions, Industry and Business knowledge, Functional expertise, Corporate Governance, Development of Strategy and Long Term Plans, Inputs in strength area, Director''s obligation and discharge of responsibilities, Quality and value of contributions and Relationship with other Board Members etc. which is in compliance with applicable laws, regulations and guidelines.

During the year under review, a separate mechanism was carried out by the Board, internally at the time of meeting itself, for formal annual evaluation of its own performance and that of its committees and individual directors, including the Chairman of the Board, on parameters as mentioned above. Performance evaluation of Independent Directors was carried out by the entire Board and of all the Directors individually was also carried out by Nomination and Remuneration Committee in their meeting. Performance evaluation of the Chairman and nonindependent directors was also carried out in the Meeting of Independent Directors separately.

13. NOMINATION AND REMUNERATION POLICY

The Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, etc. is available on the website of the Company at http://www.srsl.in/documents/NOMINATION_AND_REMUNERATION_POLICY.pdf

The policy briefly includes: -

1. Appointment/re-appointment Criteria and Qualifications of Director, KMPs, SMPs and other employees as may be decided by the Board of Directors

2. Term / Tenure of Director, KMPs, SMPs

3. Familiarization programme for Independent Directors

4. Criteria for evaluation

5. Removal and Retirement of Directors, KMPs, SMPs

6. Provisions relating to remuneration of Director, KMPs, SMPs

7. Policy on Board Diversity

There is no change in the Policy during the Financial Year 2023-2024.

14. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and Regulation 16 (b) of Listing Regulations, compliance of code of conduct as per Schedule IV of the Act and the Independent Directors are independent of the management. As mandated by the Ministry of Corporate Affairs, they have also completed their registration on the databank of Independent Directors created by MCA and Indian Institute of Corporate Affairs.

15. AUDITORS AND AUDIT REPORTS

I. Statutory Auditors and Audit Report

M/s. Doogar & Associates, Chartered Accountants (Firm Registration No.000561N), New Delhi was appointed as the Statutory Auditors of the Company to hold office for a second term of five years from the conclusion of the 42^nd AGM of the Company held on 9^th September, 2022, till the conclusion of the 47^th AGM to be held in year 2027. The requirement for the annual ratification of auditors'' appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the company has obtained a written certificate from the above-mentioned Auditor to the effect that they confirm with the limits specified in the said Section and they have also given their peer review certificate and eligibility certificate stating that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013.

The Audit Report on the Financial Statements for the financial year 2023-24 does not contain any qualifications, reservations or adverse remarks except mentioned below. The observations made by the Auditors are selfexplanatory and have been dealt with, in Independent Audit Report. The Notes to Financial Statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

1. As stated in Note No. 41 to the financial statements, the company has already implemented the NCLT order in the books of accounts, but one of the secured financial creditors (Bank of Baroda) has filed an appeal before the honourable National Company Law Appellate Tribunal (NCLAT), New Delhi praying for reversal of the PPIRP NCLT Order. The company expects a favourable outcome in this regard.

2. As indicated in Note 40, the Company is involved in various litigations and claims. This risk of litigations and claims would have a significant financial impact if the potential exposures were to materialize. The amounts of claims may be significant and estimates of the amounts of provisions or contingent liabilities are subject to significant management judgement. This matter has been determined to be a key matter, since the aforementioned cases requires significant judgements by management, including that obtained from its legal advisors.

II. Cost Auditors and Cost Audit Report

In terms of Section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 the Company is required to maintain cost records for Textile business. The accounts and records are made and maintained accordingly by the Company.

M/s. K.G. Goyal & Co., Cost Accountants, (Firm Registration No.000017), Jaipur was appointed as Cost Auditors of the Company for conducting the Audit of cost records maintained by the Company for the financial year 2023-24. The Cost Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

Further, the Board of Directors has approved the re-appointment of M/s. K. G. Goyal & Co., Cost Accountants (Firm Registration No.000017), Jaipur as Cost Auditors for conducting the Audit of the cost records maintained by the Company for the financial year 2023-24. The remuneration proposed to be paid to them requires ratification by the shareholders of the Company in this AGM. In view of this, the Board of Directors recommends a remuneration of Rs. 20,000/- (Rupees Twenty Thousand Only) plus applicable GST and reimbursement of traveling expenses and out of pocket expenses (at actual) to the Cost Auditors to be ratified by the shareholders at the 44^th AGM.

III. Secretarial Auditors and Secretarial Audit Report

M/s. Himanshu SK Gupta & Associates, Company Secretaries (CP No. 22596 and Peer Review No. 1943/2022), Ahmedabad were appointed as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year 2023-24, in form MR-3, is annexed to this report as Annexure-1. Further, the Company has undertaken an audit for the financial year 2023-24 under Regulation 24A of Listing Regulations. The Annual Secretarial Compliance Report has been submitted to the stock exchange within prescribed timelines for the financial year 2023-24.

Further, the Board of Directors has approved the appointment of M/s. Himanshu SK Gupta & Associates, Company Secretaries (CP No. 22596 and Peer Review No. 1943/2022), Ahmedabad as Secretarial Auditors for conducting the Secretarial Audit of the Company for the financial year 2024-25.

IV. Internal Auditors and Internal Audit Report

M/s. K.G. Bhatia & Co., Chartered Accountants (Firm Registration No. 010370C), Udaipur were appointed as Internal Auditor of the Company for conducting Internal Audit for the financial year 2023-24. The Internal Audit Reports were received quarterly by the Company and the same were reviewed by the Audit Committee and Board of Directors for each quarter.

Further, the Board of Directors has approved the appointment of M/s. K.G. Bhatia & Co., Chartered Accountants (Firm Registration No.-010370C), Udaipur as Internal Auditor for conducting the Internal Audit of the Company for the five financial years w.e.f 2024-25 to 2028-29.

16. REPORTING OF FRAUDS BY AUDITORS

During the period under review, neither the internal auditors nor statutory auditors nor the secretarial auditors nor cost auditors reported to the Audit Committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in

the Board''s Report.

17. RISK MANAGEMENT POLICY

The Company operates in conditions where economic, environment and social risk are inherent to its businesses. In managing risk, it is the Company''s practice to take advantage of potential opportunities while managing potential adverse effects. In line with Listing Regulations and as per the requirement of Section 134(3)(n) of the Act read with the rules made thereunder, as amended, the Board has already framed a comprehensive Risk Management Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by the company, which in the opinion of the Board may threaten the existence of the Company. The object of the policy is to make an effective risk management system to ensure the long-term viability of the company''s business operations. During the year under review, the same was reviewed half yearly by Audit Committee of the Company. The risk management plan comprised of the following 5 steps:

1. Identification of risk

2. Defining the risk in detail

3. Analyzing the risk

4. Evaluating various aspects linked to the risk

5. Treatment of risk

18. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the directors and employees are free to report violations of law, rules, regulations or unethical conduct, actual or suspected fraud to their immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or such other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also available on the website of the Company at http://srsl.in/documents/WHISTLE-BLOWER-POLICY.pdf . During the year, no whistle blower event was reported and the mechanism is functioning well. Further, no personnel has been denied access to the Audit Committee. The details of the whistle blower policy/vigil mechanism is given in the report on Corporate Governance annexed to this report as Annexure-6.

19. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and has 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Company has constituted Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place. The following is a summary of Sexual Harassment Complaints received and disposed off during the financial year 2023-24: -

a. ) Number of Complaints pending at the beginning of the year: NIL

b. ) Number of Complaints received during the year: NIL

c. ) Number of Complaints disposed off during the year: NA

d. ) Number of Complaints pending at the end of the year: NIL

The details of Sexual Harassment Complaints received and disposed off during the financial year 2023-24 are given in the report on Corporate Governance annexed to this report as Annexure-6.

20. SOCIAL OBLIGATIONS

The provisions of Section 135 of the Act relating to Corporate Social Responsibility are not applicable to the Company. However, the Company has generally taken corporate social responsibility initiatives. The Company made efforts for the betterment and upliftment of the living standards of Scheduled Castes and Scheduled Tribes dwelling in the adjoining areas of Dungarpur by providing them training and employment.

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Company has placed a copy of the Annual Return as on 31^st March, 2024 on the Company''s website on https://srsl.in/ by virtue of amendment to Section 92(3) of the Companies Act, 2013 and pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/ arrangements/ transactions that were entered by the Company during the financial year 2023-24 are done on Arm''s length basis. Disclosure of particulars of contract/arrangements entered into by the company with Related Parties referred to in sub-section (1) of section 188 of the Act (in Form No. AOC -2) is annexed to this report as Annexure-2. The related party transaction policy is available on the website of the company at the link http://www.srsl.in/documents/Signed%20RPT%20Policy.pdf

23. PARTICULARS OF THE EMPLOYEES

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a detailed statement is annexed to this report as Annexure-3.

Further, with respect to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the names of the top ten employees in terms of remuneration drawn are listed below:

Sl. No	Name of the Employee	Designatio n of the Employee	Remunerat ion received (Rs.)	Nature of employme nt whether contractua l or otherwise	Qualification s and experience of the employee	Date of Commence -ment of employmen t	The age of such employe es (years) as on 31st March 2024	The last employ ment held by such employe e before joining the compan y	The % of equity shares held by the employ ee in the compa ny within the meanin g of clause (iii) of subrule (2) above
1.	Mr. Suresh Chandra Joshi	Vice President (PA & IR)	14,91,880	Permanent	M.A. (Economics), P.G. Diploma in Labour Law, Labour Welfare and Personnel Management & L.L.B. Exp.- 36 years	18/06/2015	64 Years	RSWM Ltd.	0.00
2.	Mr. Vinod Kumar Ladia	Vice President (Marketing)	16,02,356	Permanent	B. E.(Textile Engineering), MBA-IIM, Ahmedabad Exp- 54 Years	15/11/1979	78 Years	J. K. Synthetic s Limited (19681979	3.17%
3.	Mr. Kameshwa r Roy	Chief Engineer	7,48,540	Permanent	Polytechnic Diploma in Mechanical Exp.- 35 years	01/08/2011	60 Years	Punsumi India Ltd. Bhiwadi	0.00

4.	Mr. Narayan Lal Malpani	G.M.(Materia ls)	7,01,400	Permanent	B.Com Exp.- 40 Years	26/06/2017	65 years	Shayona Cement Corp, Malavi (Central Africa)	0.00
5.	Mrs. Monika Ladia #	Special Executive	3,94,440	Permanent	B.E. (Chemical) From Sikkim Manipal University Exp- 25 Years	01/04/1998	52 Years		0.12
6.	Mr. Sunil Thapliyal	Sr. Manager -R & D	4,85,480		MSC, Deploma in Textile Exp.- 42 Years	01/11/2011	64 years	Shayona Cement Corp, Malavi (Central Africa	0.00
7.	Mr Harish Ajmera	Manager Accounts	5,03,520	Permanent	M.Com More than 30 years	01.01.1997	54 years	Ruchi Soya Ltd.	0.00
8.	Mr Alankar Tomar	Manager IT	4,66,580	Permanent	BCA, MCA	05.11.2016	57 years	Banswar a Syntex	0.00
9.	Mr Sunil Thapliyal	Sr. Manager R &D	4,85,480	Permanent	M.Sc., Diploma in textile	01.11.2011	66 years	SHAYON A Cement	0.00
10.	Mr. P S Chundawa t	Manager	4,49,748	Permanent	M.A.	09.12.1997	59 years	Rajastha n Petro	0.00

*None of the aforesaid employee (except Mrs. Monika Ladia and Mr. Vinof Ladia) is a relative of any director or manager of the Company.

# Mrs. Monika Ladia is a wife of Mr. Vikas Ladia (Managing Director and CEO) and Sister-in-Law of Mr. Anubhav Ladia (Whole Time Director) of the company.

# Mr. Vinod Ladia is a father of Mr. Vikas Ladia and Mr. Anubhav Ladia.

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

Pursuant to Section 134 (3)(m) of the Act read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure -4.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the operations of the company are reviewed in detail in the Management Discussion and Analysis Report which is annexed to this report as Annexure -5.

26. CORPORATE GOVERNANCE

Your Company is compliant with the norms on Corporate Governance as provided in the Listing Regulations. The Report on Corporate Governance for financial year 2023-24 is annexed to this report as Annexure -6 along with the certificate on compliance of conditions of corporate governance issued by M/s. Himanshu SK Gupta & Associates, Secretarial Auditor.

27. OTHER COMPLIANCES

27.1 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 statements relate and the date of the report: There were no material changes and commitments which occurred after the close of

the year till the date of this report, which may affect the financial position of the Company.

27.2 Significant and material orders: Please refer note 40 to the Financial Statements.

27.3 Details in respect of adequacy of internal financial controls: For detailed discussion with reference to adequacy of internal financial controls, please refer to Management Discussion and Analysis Report annexed to this report as Annexure-5.

27.4 Disclosure of Accounting Treatment in preparation of Financial Statements: The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). The Ind AS are prescribed under section 133 of the Act, read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting Policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

27.5 Details of Subsidiary/ Joint Ventures / Associate Companies / and its Performance: Your company has no Subsidiary / Joint Ventures / Associate Companies.

28. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:-

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

ii. ) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

iii. ) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. ) The directors had prepared the annual accounts on a going concern basis;

v. ) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

29. Secretarial Standards

The Company has adhered to applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meeting of the Board of Directors'' and ''General Meetings''.

30. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

Bank of Baroda, a financial creditor, had filed an application under Section 7 of Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal - Jaipur Bench ("NCLT, Jaipur") alleging default in payment of their Bank Loans and the same was intimated to the Company on 4^th May, 2022.

Vide the order of Hon''ble NCLT, Jaipur bench on dated 22^nd August 2023 the Pre-Packaged Insolvency Resolution Process of the company duly completed. Furthermore, the payment schedule as per the order of Pre-Packaged Insolvency Resolution Process was also complied with by the company by February 2024 and is now complete.

However, one of the secured financial creditors (Bank of Baroda) has filed an appeal before the honorable National Company Law Appellate Tribunal (NCLAT), New Delhi praying for reversal of the PPIRP NCLT Order.

31. OTHER DISCLOSURES

Other disclosures with respect to Board''s Report as required under the Act and the Rules notified thereunder are either NIL or NOT APPLICABLE.

32. ACKNOWLEDGMENT

Your directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Auditors, Customers, Suppliers, Share Transfer Agent and Regulatory Authorities and other stakeholders of the Company.

The Directors place on record their deep appreciation of the dedication of your Company''s employees at all levels and look forward to their continued support in the future as well. Your directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board of Directors For Shree Rajasthan Syntex Ltd.

Date : September 06, 2024 Sd/- Sd/-

Place : Udaipur Vikas Ladia Anubhav Ladia

Registered : 27-A, First Floor, Meera (Managing Director and (Whole Time Director

Office Nagar, Housing Board Colony, Chief Executive Officer) and CFO)

Udaipur - 313001, Rajasthan DIN: 00256289 DIN: 00168312

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Mar 31, 2015

To the Members,

The Directors have pleasure in presenting their 35th Annual Report on the business and operations of the company along with the audited Financial Statements for the year ended 31st March, 2015 and Auditor's Report thereon.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended on 31st March, 2015 is summarized below:

(Rs in Lacs)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Sales

Domestic 26295.69 25893.28

Export 3234.04 2685.13

Other Revenue 669.14 432.26

Total 30198.87 29010.67

Profit Before Interest & depreciation 2137.89 2591.79

Less: Financial Cost 1673.91 1588.70

Profit Before depreciation 463.98 1003.09

Less: Depreciation 780.46 927.95

Profit/(loss) Before exceptional item (316.48) 75.14

Profit Before Tax (316.48) 75.14

Less: Deferred Tax Liability (174.71) 13.83

Profit/(Loss) After Tax (141.77) 61.31

FINANCIAL PERFORMANCE

During the year under review your Company has showed improvement in its performance and were able to handle the various market conditions in both the domestic and export market. The sales turnover of the company was Rs. 30198.87 lacs as compared to Rs. 29010.67 lacs of previous year. The Profit (before interest, depreciation & tax) amounted to Rs. 2137.89 lacs as compared to Rs. 2591.79 lacs as compared to previous year while Profit/(loss) after tax (PAT) amounted to Rs (141.77) lacs as compared to profit of Rs. 61.31 lacs in previous year.

Your Directors & Management along with the entire team is taking all possible action to ensure that we are able to sustain our financial growth and business operational developments inspite of all adverse external conditions & competition.

OPERATIONS

The business operations of the company during the year under review has been satisfactory as compared to previous year. The Company produced 17098 tonnes of yarn valuing Rs.29935 lacs during the period under review as against 15954 tonnes of yarn valuing Rs. 29214 lacs produced during the last year. The performance of the Company is analyzed in detail in the Management Discussions and Analysis Report annexed to this report.

EXPORTS

During the year the Company had export of Rs. 3234.04 lacs against export of Rs. 2685.13 lacs during the previous year. The export constituted 10.71% of the total turnover of the Company.

The Company has exported its spun yarn mainly in the established markets in Algeria, Indonesia, Singapore Germany, Egypt, Italy, Belgium, Morocco, Turkey, and Hong Kong.

The Company plans to further increase its exports to the existing markets and also tap potential export markets for which emphasis is being made on new and better quality products.

DIVIDEND

For retention of funds / reserves in the company your directors do not recommend any dividend for the year 2014-15.

TRANSFER TO RESERVES

Due to inadequacy of profits, no amount has been transferred to the Reserves account for the year 2014-15.

CAPITAL PROJECTS

Normal Capital Expenditure

In all the divisions of the Company, provisions have been made for capital expenditure of Rs. 50 lacs each unit. These are regular capital expenditure which shall be funded from internal accruals of the Company.

PUBLIC FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financial year ended 31st March, 2015. Fixed deposits accepted from the public/non members before the commencement of Companies Act, 2013 and outstanding as on 31st March, 2014 have been repaid during the financial year ended 31st March, 2015.

The company has issued the DPT-1,circular or circular in the form of advertisement inviting deposits from the members only by passing special resolution in its last Annual General Meeting held on 17th September 2014 in compliance with the provisions of section 73 of the Companies Act, 2013 read with rules 4(1) & 4(2) of The Companies (Acceptance of Deposits) Rules, 2014.

Further, in order to accept the unsecured Fixed Deposits for the year 2014-15 from the members of the company, your company have taken all the required steps pursuant to compliance of section 73 of the Companies Act, 2013 including credit rating from the "CARE" (CREDIT ANALYSIS AND RESEARCH LIMITED), the details of which are given in the explanatory statement of the Notice of this Annual Report.

The particulars related to Unsecured Public fixed Deposits u/s 73, covered under Chapter V of the Companies Act, 2013 as on 31st March 2015 are as under:

(a) Unsecured Public Fixed Deposits : Rs. 73,33,000/- accepted during the year

(b) Outstanding Unsecured Public Fixed : Rs. 48,83,000/- Deposits as on 31st March, 2015

(c) Unclaimed Fixed Deposits as on 31st : Rs. 19,000/- March, 2015

(d) There has been any default in repayment : NIL of the deposit or payment of interest thereon during the year & if so, number of such cases & the total amount involved.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 Mr. Anubhav Ladia (DIN: 00168312) will retire by rotation at the ensuing Annual General Meeting of the Company & being eligible have offered himself for re-appointment.

During the year under review, Mr. R.K. Pandey ceased to be director w.e.f. 17th September, 2014 due to relinquishment The Board of Directors have expressed their sincere gratitude towards the valuable guidance & services rendered by Mr.R.K.Pandey during his tenure of Directorship.

Further, due to the resignation of Mrs. Amita Narain (DIN- 00017703) w.e.f. 12th February 2015, Mrs. Neelima Khetan (DIN: 05113000) was appointed as an Additional Director whose tenure expires at the ensuing Annual General Meeting & in respect of whom the Company has received necessary notice under Section 161(1) of the Companies Act, 2013 in writing from member(s) along-with the deposit(s) of requisite amount under Section 160 of the Act proposing her candidature as Non-Executive Independent Women Director of the Company, who is not liable to retire by rotation.

Further, during the year, Mr. Naval Kishore Soni was designated as Chief Financial Officer, Key Managerial Personnel w.e.f. 12th February, 2015. As on 31st March 2015, the Key Managerial Personnel of the Company consists of Mr. V. K. Ladia and Mr. Vikas Ladia, Whole Time Director, not liable to retire by rotation, Mr. Anubhav Ladia,Whole Time Director, liable to retire by rotation, Mrs. Bhanupriya Mehta Jain, Company Secretary and Mr. Naval Kishore Soni, Chief Financial Officer.

INDEPENDENT DIRECTORS

In compliance with the provision of Section 149 &152 and schedule IV and other applicable provision, if any, of the Companies Act, 2013 read with (Appointment and Qualification of Directors) rules 2014, Mr. Raj Singh Nirwan, Mr. Sunil Goyal, Mr. N.N. Agrawala, Mr. Ravinder Narain, Mr. Susheel Jain, Mrs. Amita Narain were appointed as Independent Directors at the 34th Annual General Meeting for a term of 5 years upto 31st March, 2015.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis to satisfy the requirements of the Companies Act, 2013.

The Company has devised a Policy for performance evaluation of Independent Director, Board, Committees & other Individual Directors which includes criteria for performance evaluation of the Board as a whole. The Company's Nomination & Remuneration policy which includes the Director's appointment & remuneration including criteria for determining qualifications, positive attributes, independence of the director & other matters is attached as Annexure-I.

AUDITORS & AUDITOR'S REPORT

Statutory Auditors

The Company had appointed M/s. M.C. Bhandari & Co, Chartered Accountants, Jaipur (Firm Registration No. 303002-E), as Statutory Auditors of the Company to conduct audit of the Financial Statements for the year ended March 31, 2015. Their term of appointment expires at the conclusion of 37th Annual General Meeting (subject to ratification of their appointment by Shareholders at every AGM). Therefore, being eligible, the Board of Directors have offered for the ratification of their appointment to the Shareholders.

As required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained a written certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of Section 141 of Companies Act, 2013. The observations made by the Auditors are self explanatory and have been dealt with in Independent Auditors Report & its annexures forming part of this Annual Report and hence do not require any further clarification. Cost Auditors & Cost Audit Report

Pursuant to the orders of the Central Government under Section 148 and all other applicable provisions of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014 the Board of Directors had appointed M/s K.G. Goyal & Co, Cost Auditor, Jaipur (Firm Registration No.000017) for conducting the Audit of cost records maintained by the Company for the financial year 2014-15 & passed the ordinary resolution in the 34th AGM of the company for the approval of shareholders for the payment of remuneration to the cost auditors .Your company has received the Cost auditors report for the year 2014-15 within the prescribed time limits. Further in line with the aforesaid compliance, the Board of Directors has appointed M/s K.G. Goyal & Co, Cost Auditor, Jaipur (Firm Registration No.000017) in its meeting held on 22.05.2015 for conducting the Audit of cost records maintained by the Company for the financial year 2015-16.The Remuneration proposed to be paid to them requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration for the year 2015-16 to the Cost Auditors is being sought at the ensuing AGM.

Secretarial Auditor and Secretarial Audit report Pursuant to Provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s V.M. & Associates, Company Secretaries, Jaipur (FRN : P1984RJ039200) to conduct Secretarial Audit for the financial year 2014-15.

The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure-II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. MEETINGS OF THE BOARD

The Board of Directors met five times during the year on 22.05.2014, 14.08.2014, 12.11.2014, 12.02.2015 & 23.03.2015. Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges. For further details, please refer report on Corporate Governance of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee's composition meets with the requirement of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possesses financial / accounting expertise / exposure. As on March 31, 2015 the Audit Committee comprises of 5 Directors, Mr. R.S. Nirwan, Mr. V.K. Ladia, Mr. Sunil Goyal, Mr. R.L Kunawat, and Mr. N.N. Agrawala out of which 4 are Non Executive Directors. Mr. R.S. Nirwan is the Chairman of the Committee.

Further, during the year,the Board has accepted all the recommendations made by the audit committee from time to time in compliance of Companies Act, 2013 & Clause 49 of the Listing Agreement

SOCIAL OBLIGATIONS

The Company continued its efforts for the betterment and upliftment of the living standards of Scheduled Castes and Scheduled Tribes dwelling in the adjoining areas of Dungarpur by providing them training and employment. The Company through its Charitable Trust and Educational Society is providing education to the Children of people of Dungarpur at Dungarpur Public School. About 1000 Children are given good quality of education in English medium through trained teachers. During the year Company has undertaken various social works for the benefit of local population of Dungarpur.

PARTICULARS OF THE EMPLOYEES

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-III.

Further, with respect to Rule 5(2), no employee of the company is drawing salary as specified in the rule Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In terms of Section 136 of the Act, the Annual Report and Accounts are being sent to the Members & others entitled thereto. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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

Pursuant to section 134 (3) (m)of the Companies Act 2013 read with rule 8(3)of The Companies (Accounts ) Rules, 2014, relevant details of energy conservation, technology absorption and foreign exchange earnings and outgo are attached as Annexure-IV which forms a part of this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The operations of the company are reviewed in detail in the Management Discussions and Analysis Report (Annexure-V) and forms a part of this Report.

CONTRACTS & ARRANGEMENTS WITH THE RELATED PARTY

All Contracts/ arrangements/ transactions that were entered by the Company during the Financial Year are done on Arm's length basis. Disclosure of particulars of contract/arrangements entered into by the company with Related Parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are attached herewith as Annexure-VI which forms a part of this report. The policy on related party transaction are put up on the website of the company at the link http://www.srsl.in/documents/RPT.POLICY.pdf. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the listing agreement with the stock exchanges. A detailed compliance report on Corporate Governance along with certificate from the Statutory Auditors regarding the compliance with the Clause 49 of the Listing Agreement is given in the Annexure-VII which forms a part of this report.

EXTRACT OF ANNUAL REPORT

Extract of Annual Return in Form MGT-9 containing details as on the financial year ended 31st March, 2015 as required under Section 92(3) of the Companies Act, 2013 read with The Companies (Management and Administration) Rules 2014 is annexed herewith as Annexure-VIII which forms a part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company promotes ethical behaviors in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the directors and employees are free to report violations of law, rules, regulations or unethical conduct, actual or suspected fraud to their immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or such other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.The details of the whistle blower policy/vigil mechanism is given in the corporate governance annexed to this report.

RISK MANAGEMENT POLICY

The Company operates in conditions where economic, environment and social risk are inherent to its businesses. In managing risk, it is the Company's practice to take advantage of potential opportunities while managing potential adverse effects.The Securities and Exchange Board of India (SEBI) under Clause 49 of the Listing Agreement requires that all listed Companies shall lay down the procedure towards risk assessment. It also requires that the company must frame, implement and monitor the risk management plan of the Company. To overcome this and as per the requirement of Clause 49 of the listing agreement, Board has framed a very comprehensive Risk Management policy to oversee the mitigation plan for the key risks faced by the Company. The objective of the policy is to make an effective risk management system to ensure the long term viability of the company's business operations. The same is reviewed quarterly by senior management and periodically also by the Board of Directors. For a detailed discussion, please refer to corporate Governance annexed to this report.

COMPLIANCE

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 statements relate and the date of the report: During the year there were no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. Details in respect of adequacy of internal financial controls. For detail discussion with reference to adequacy of internal financial controls, please refer to Management Discussions and Analysis Report annexed with this report.

Details of Subsidiary/Joint Ventures/Associate Companies/ & its Performance.

Your company have no Subsidiary/Joint Ventures/Associate Companies.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 (5)

Your Directors hereby confirm that:

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

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

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate & were operating effectively.

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

ACKNOWLEDGMENTS

Your Directors are happy to place on record their sincere appreciation of the dedicated services rendered by officers, staff and workers and their contribution towards successful performance of the Company during the year. Your Directors would also like to express their sincere thanks to the Company's Bankers, Financial Institutions, Shareholders and Fixed Deposit Holders for the continued cooperation and support and confidence reposed by them in the Company.

By order of the Board

For Shree Rajasthan Syntex Limited

(V.K. LADIA)

Place: New Delhi CHAIRMAN & MANAGING DIRECTOR

Date: 8th August, 2015 DIN: 00168257

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Mar 31, 2014

To the Members,

The Directors have pleasure in submitting their 34th Annual Report along with the audited statements of Accounts for the year ended 31st March, 2014 and Auditors Report thereon.

FINANCIAL RESULTS

Rs in Lacs

Particulars Year ended Year ended 31.03.2014 31.03.2013

Sales

Domestic 26325.54 26866.51

Export 2685.13 2070.11

Total 29010.67 28936.62

Profit Before interest & depreciation 2591.79 2609.30

Less: Finance Cost 1588.70 1560.98

Profit Before depreciation 1003.09 1048.32

Less: Depreciation 927.95 1002.22

Profit/(Loss) Before exceptional item 75.14 46.10

Profit Before Tax 75.14 46.10

Less: Deferred tax liability 13.83 42.90

Profit/Loss (Loss) After Tax 61.31 3.20

OPERATIONS

The operation during the year has been satisfactory as compared to previous year. The Company produced 15954 tonnes of yarn valuing Rs. 29214 lacs during the period under review as against 15282 tonnes of yarn valuing Rs. 27793 lacs produced during the last year. The performance of the Company is analyzed in detail in the Management Discussions and Analysis annexed to this report.

EXPORTS

During the year the Company had export of Rs 2685.13 lacs against export of Rs. 2070.11 lacs during the previous year. The export constituted 9.26% of the total turnover of the Company.

The Company has exported its spun yarn mainly in the established markets in Algeria, Indonesia, Singapore Germany, Egypt, Italy, Belgium, Morocco, Turkey, and Hong Kong.

The Company plans to further increase its exports to the existing markets and also tap potential export markets for which emphasis is being made on new and better quality products.

DIVIDEND

For retention of funds / reserves in the company your directors do not recommend any dividend for the year 2013-14

CAPITAL PROJECTS.

01. Modernisation and expansion of Polycot Division & Spun Yarn Division.

The Company has decided to increase number of spindles in Polycot division (approx. 6048 spindles) by installing longer ring frames. The Company has planned to invest in new machines like autoconer etc.

In the above planning an investment of approx. Rs. 1525 lacs is being made including in the financial year 2014– 15.

The term loan for above investment has been sanctioned by the Bank of Baroda under TUFS for Rs. 1150 lacs.

The project is in advance stage of implementation & it is expected to be fully completed within the first quarter of the financial year 2014-15.

02. Normal Capital Expenditure.

In all the divisions of the Company, provisions has been made for capital expenditure of Rs. 25 lacs each unit. These are regular capital expenditure which shall be funded from internal accruals of the Company.

PUBLIC DEPOSITS

At the end of the year 31st March, 2014, the amount of fixed deposits from public and shareholders amounted to Rs 55.63 lacs. Deposit amounting to Rs. 19,000/- has remained unclaimed as on 31.03.2014 .

DIRECTORS

Mr. R.L. Kunawat (DIN No 00196938) will retire by rotation in ensuing Annual General Meeting of the Company and are eligible for reappointment.

Further six directors Mr. Raj Singh Nirwan (DIN : 00313799),Mr. Sunil Goyal (DIN:00110601), N.N. Agrawala (DIN: 00168211), Mr. Ravinder Narain (DIN:00059197), Mr. Susheel Jain (DIN : 00378678) & Mrs. Amita Narain (DIN : 00017703) will be appointed as an non executive independent directors for the period of five years from this Annual General Meeting.

PERSONNEL

During the year under Report the relations between the Management and Staff/Workers have generally remained harmonious.

AUDITORS

M/s. M.C. Bhandari & Co, Chartered Accountants, Jaipur, Auditors of the Company, retires at the conclusion of this Annual General Meeting.

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under and pursuant to the recommendations of the Audit Committee of the Board of Directors, M/s. M.C. Bhandari & Co., Chartered Accountants, Jaipur (Firm Registration No. 303002-E) is eligible for re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the 4th consecutive AGM (subject to ratification of the appointment by shareholders at every AGM held after this AGM).

He had also given their eligible certificate under Section 141of Companies Act, 2013 The observations made by the Auditors are self-explanatory and have been dealt with in Schedule No. 14 (notes on accounts) forming part of the accounts and hence do not require any further clarification.

SOCIAL OBLIGATIONS

The Company continued its efforts for the betterment and upliftment of the living standards of Scheduled Castes and Scheduled Tribes dwelling in the adjoining areas of Dungarpur by providing them training and employment. The Company through its Charitable Trust and Educational Society is providing education to the Children of people of Dungarpur at Dungarpur Public School. About 1000 Children are given good quality of education in English medium through trained teachers. During the year Company has undertaken various social work for the benefit of local population of Dungarpur.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, relevant details are annexed in Form A & B (Annexure – I) which forms part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT.

The operations of the company are reviewed in detail in the Management Discussions and Analysis Report (Annexure-II) and form a part of the Report.

CORPORATE GOVERNANCE

A detailed compliance report on Corporate Governance along with certificate from the Statutory Auditors is given in the Annexure- III which forms a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA)

Your Directors confirm that:

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

ii) appropriate accounting policies have been selected and applied consistently and the judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for the year;

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

iv) the Annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are happy to place on record their sincere appreciation of the dedicated services rendered by officers, staff and workers and their contribution towards successful performance of the Company during the year. Your Directors would also like to express their sincere thanks to the Company''s Bankers, Financial Institutions, Shareholders and Fixed Deposit Holders for the continued cooperation and support and confidence reposed by them in the Company.

For and on behalf of the Board

Sd/- Place: Udaipur (V.K. LADIA) Date : 22nd May, 2014 CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2013

To the Members,

The Directors have pleasure in submitting their 33rd Annual Report along with the audited statements of Accounts for the year ended 31st March, 2013 and Auditors Report thereon.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Revenue from operations :

Domestic 26866.51 26649.87

Export 2070.11 1892.75

Total 28936.62 28542.62

Profit Before interest, depreciation & tax 2609.30 397.07

Less: Finance Cost 1560.98 1787.05

Profit Before depreciation 1048.32 (1389.98)

Less: Depreciation 1002.22 1058.53

Profit/(Loss) Before exceptional item 46.10 (2448.51)

Less: Exceptional/Extraordinary item - 74.68

Profit Before Tax 46.10 (2523.19)

Less: Current Tax - -

Deferred tax liability 42.90 (843.06)

Profit/(Loss) After Tax 3.20 (1680.13)

OPERATIONS

The operations during the year has been satisfactory as compared to previous year. The Company produced 15282 tonnes of yarn valuing Rs. 27793 lacs during the period under review as against 16535 tonnes of yarn valuing Rs. 27405.00 lacs produced during the last year. The performance of the Company is analysed in detail in the Management Discussions and Analysis Report annexed to this report.

EXPORTS

During the year the Company had export of Rs. 2070.11 lacs against export of Rs. 1892.75 lacs during the previous year. The export constituted 7.26% of the total turnover of the Company. The Company has exported its spun yarn mainly in the established markets in Algeria, Indonesia, Germany, Egypt, South Africa, Itlay, Belgium, Portugal, Morocco, Turkey and Chilly.

The Company plans to further increase its exports to the existing markets and also tap potential export markets for which emphasis is being made on new and better quality products.

DIVIDEND AND OTHER APPROPRIATIONS :

in order to conserve resources, your directors do not recommend any dividend for the year under review.

CAPITAL PROJECTS

01. Modernisation and expansion of Polycot Division & Spun yarn Division.

The Company has decided to increase number of spindles in Polycot division (approx. 6048 spindles) by installing ring frames. The Company has planned to invest in new machines like autoconer etc. In the above planning an investment of approx. Rs. 1525 lacs shall be completed in the financial year 2013– 14. The term loan for above investment has been sanctioned by the Bank of Baroda under TUFS for Rs. 1150 Lacs.

02. Normal Capital Expenditure.

In all the divisions of the Company, provisions has been made for capital expenditure of Rs. 25 lacs each unit. These are regular capital expenditure which shall be funded from internal accruals of the Company.

PUBLIC DEPOSITS

At the end of the year 31st March, 2013, the amount of Fixed deposits from public and shareholders was amounted to Rs 73.20 lacs. Deposit amounting to Rs. 59,000/- has remained unclaimed as on 31.03.2013 .

DIRECTORS

Mr. R. S. Nirwan, Mr. Ravinder Narain and Mr. Susheel Jain will retire by rotation in ensuing Annual General Meeting of the Company and are eligible for re-appointment.

PERSONNEL

During the year under Report the relations between the Management and Staff/Workers have generally remained harmonious.

AUDITORS

M/s. M.C. Bhandari & Co., Chartered Accountants, Jaipur, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors are self-explanatory and have been dealt with in Schedule No. 14 (notes on accounts) forming part of the accounts and hence do not require any further clarification.

SOCIAL OBLIGATIONS

The Company continued its efforts for the betterment and upliftment of the living standards of Scheduled Castes and Scheduled Tribes dwelling in the adjoining areas of Dungarpur by providing them training and employment. The Company through its Charitable Trust and Educational Society is providing education to the Children of people of Dungarpur at Dungarpur Public School. About 1000 Children are given good quality of education in English medium through trained teachers. During the year Company has undertaken various social work for the benefit of local population of Dungarpur.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, relevant details are annexed in Form A & B (Annexure – I) which forms part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT.

The operations of the company is reviewed in detail in the Management Discussions and Analysis Report (Annexure-II) and form a part of the Report.

CORPORATE GOVERNANCE

A detailed compliance report on Corporate Governance along with certificate from the Statutory Auditors is given in the Annexure- III which forms a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA)

Your Directors confirm that:

i) in the preparation of the annual accounts applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

ii) appropriate accounting policies have been selected and applied consistently and the judgements and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for the year;

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

iv) the Annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are happy to place on record their sincere appreciation of the dedicated services rendered by officers, staff and workers and their contribution towards successful performance of the Company during the year. Your Directors would also like to express their sincere thanks to the Company''s Bankers, Financial Institutions, Shareholders and Fixed Deposit Holders for the continued cooperation and support and confidence reposed by them in the Company.

For and on Behalf of the Board

S/d

Place : Udaipur V.K. LADIA

Date : 25.05.2013 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2012

The Directors have pleasure in submitting their 32nd Annual Report along with the audited statements of Accounts for the year ended 31st March, 2012 and Auditors Report thereon.

FINANCIAL RESULTS

Rs. in lacs

Particulars 2011-12 2010-11

Turnover:

Export 1892.75 3830.87

Domestic 26650.85 27176.27

Total 28543.60 31007.14

Profit Before Interest & Depreciation 397.07 3666.47

Less: Finance Cost 1787.05 1285.86

Profit Before Depreciation (1389.98) 2380.61

Less Depreciation 1058.53 1069.62

Profit / (Loss) Before Exceptional Item (2448.51) 1310.99

Less Exceptional/Extraordinary Item 74.68 346.42

Profit Before Tax (2523.19) 964.57

Less: Current Tax - -

Deffered Tax Liability (843.06) 305.16

Profit / (Loss) After Tax (1680.13) 659.41

OPERATIONS

The operations during the year have been affected due to market conditions during the year. The Company produced 16535 MT of yarn valuing Rs. 27219.41 lacs during the period under review as against 19816 MT of yarn valuing Rs. 31879.19 lacs produced during the last year. The performance of the Company is analysed in detail in the Management Discussions and Analysis annexed to this report.

EXPORTS

During the year the Company had export of Rs. 1892.75 lacs against export ofRs. 3830.87 lacs during the previous year.

The Company has exported its spun yarn mainly in the established markets in Algeria, Indonesia, Germany, Egypt, South Africa, Bangladesh, Italy, Belgium and Spain.

The Company plans to increase its exports to the existing markets and also tap potential export markets for which emphasis is being made on new and better quality products.

CAPITAL PROJECTS

01. Modernisation and expansion of Polycot Division.

The Company has decided to increase number of spindles in Polycot division (approx. 3000 spindles) by installing longer ring frames and removing the smaller ones. The Company has planned to invest in new machines like autoconer etc.

In the above planning an investment of approx. Rs.900 lacs shall be made in the financial year 2012-13.

The Company had submitted the project report and has received the sanction from Bank of Baroda for the term loan for the above investment.

02. Normal Capital Expenditure.

In all the divisions of the Company, provisions has been made for capital expenditure of Rs. 10 lacs in each unit. These are regular capital expenditure which shall be funded from internal accruals of the Company.

PUBLIC DEPOSITS

At the end of the year 31st March, 2012, the amount of Fixed deposits from public and shareholders amounted to Rs. 87.52 lacs. Deposit amounting to Rs. 31000/- has remained unclaimed as on 31.03.2012.

DIRECTORS

Mr. N.N. Agrawala, Mr.Anubhav Ladia and Mr. Sunil Goyal will retire by rotation in ensuing Annual General Meeting of the Company and are eligible for re-appointment.

PERSONNEL

During the year under Report the relations between the Management and Staff/Workers have generally remained harmonious. There was an illegal strike by the workers of Shree Shyam Filaments, since last two years which has been resolved by a triparty agreement.

AUDITORS

M/s. M.C. Bhandari & Co., Chartered Accountants, Jaipur, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors are self-explanatory and have been dealt with in Schedule No. 14 (notes on accounts) forming part of the accounts and hence do not require any further clarification.

SOCIAL OBLIGATIONS

The Company continued its efforts for the betterment and upliftment of the living standards of Scheduled Castes and Scheduled Tribes dwelling in the adjoining areas of Dungarpur by providing them training and employment. The Company through its Charitable Trust and Educational Society is providing education to the Children of people of Dungarpur at Dungarpur Public School. About 1000 Children are given good quality of education in English medium through trained teachers. During the year Company has undertaken various social work for the benefit of local population of Dungarpur.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, relevant details are annexed in Form A & B (Annexure - I) which forms part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT.

The operations of the company is reviewed in detail in the Management Discussions and Analysis Report (Annexure- II) and form a part of the Report.

CORPORATE GOVERNANCE

A detailed compliance report on Corporate Governance along with certificate from the Statutory Auditors is given in the Annexure- III which forms a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA)

Your Directors confirm that:

I) in the preparation of the annual accounts applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

ii) appropriate accounting policies have been selected and applied consistently and the judgements and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for the year;

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

iv) the Annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are happy to place on record their sincere appreciation of the dedicated services rendered by officers, staff and workers. Your Directors would also like to express their sincere thanks to the Company's Bankers, Financial Institutions, Shareholders and Fixed Deposit Holders for the continued cooperation and support and confidence reposed by them in the Company.

For and on Behalf of the Board

S/d

Place: Udaipur V.K. LADIA

Date : 28.05.2012 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2010

The Directors have pleasure in submitting their 30th Annual Report along with the audited statements of Accounts for the year ended 31st March, 2010 and Auditors Report thereon.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year ended Year ended

31.03.2010 31.03.2009

Sales

Domestic 22801.24 22254.41

Export 6579.57 5649.55

Turn Over 29380.81 27903.96

Production Value 29081.74 26902.39

Profit from operation 2407.31 1169.52

Net profit from operation 123.78 (998.97)

Profit after Tax 59.07 (938.02)



OPERATIONS

The operations during the year has been satisfactory and have shown improvement as compared to previous year. The Company produced 21748 tonnes of yarn valuing Rs. 29082 lacs during the period under review as against 22779 tonnes of yarn valuing Rs 26902 lacs produced during the last year. The performance the Company is analysed in detail in the Management Discussions and Analysis report annexed to this report.

Due to inadequate profits during the year, your Directors have not been able to recommend any dividend on equity shares.

EXPORTS

During the year the Company had export of Rs. 6580 lacs against export of Rs. 5650 lacs during the previous year. The export has increased due to improvement in the international market. The Company has exported its spun yarn mainly in the established markets in Jordan, Turkey, Egypt, Italy, KSA, Morracco, South Africa, Iran, Pakistan, Guatemala, Algeria, Brazil, Beirut, Ukraine, Peru, Lebanon, Portugal, Mauritius and Belgium. The export constituted 22%of the total turnover of the Company.

The Company plans to further increase its exports to the existing markets and also tap potential export markets for which emphasis is being made on new and better quality products.

CAPITAL PROJECTS.

i) Modernization of Syntex Division

The company is changing certain machines in Syntex Division by installing the higher efficiency Ring Frames and TFOs. The company has already invested towards value added machines like Dyeing Machines and Dryers.

In the above modernization programme of Rs. 882 lacs, the company has already spent Rs 643 lacs up to 31st March 2010 and the balance amount of Rs. 239 lacs shall be spent in the financial year 2010-11.

ii) Normal Capital Expenditure

In all the Divisions of the Company, provisions has been made for capital expenditure of Rs. 10 lacs each. These are regular capital expenditure which shall be funded from Internal accruals of the Company.

PUBLIC DEPOSITS

At the end of the year 31st March 2010, the amount of Fixed deposits from public and shareholders amounted to Rs. 54.82 lacs. Deposit amounting to Rs.80,000/- has remained unclaimed as on 31.03.2010 .

DIRECTORS

Mr. S.C. Kuchhal, Mr. R.S. Nirwan, and Mr. Ravinder Narain, retire by rotation in ensuing Annual General Meeting of the Company and are eligible for re-appointment.

PERSONNEL

During the year under Report the relations between the Management and Staff/Workers have generally remained harmonious. In a specific case in Companys division at Bagru, there has been illegal strike by the workers which is still continuing.

AUDITORS

M/s. M.C. Bhandari & Co., Chartered Accountants, Jaipur, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors are self-explanatory and have been dealt with in Schedule No. 14 (notes on accounts) forming part of the accounts and hence do not require any further clarification.

SOCIAL OBLIGATIONS

The Company continued its efforts for the betterment and upliftment of the living standards of Scheduled Castes and Scheduled Tribes dwelling in the adjoining areas of Dungarpur by providing them training and employment. The Company through its Charitable Trust and Educational Society is providing education to the Children of people of Dungarpur at Dungarpur Public School. About 1000 Children are given good quality of education in English medium through trained teachers. During the year Company has undertaken various social work for the benefit of local population of Dungarpur.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, relevant details are annexured in Form A & B (Annexure - I) which forms part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT.

The operations of the company is reviewed in detail in the Management Discussions and Analysis Report (Annexure II) and form a part of the Report.

CORPORATE GOVERNANCE

A detailed compliance report on Corporate Governance along with certificate from the Statutory Auditors is given in the Annexure- III which forms a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

i) in the preparation of the annual accounts applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

ii) appropriate accounting policies have been selected and applied consistently and the judgements and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit of the Company for the year;

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

iv) the Annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are happy to place on record their sincere appreciation of the dedicated services rendered by officers, staff and workers and their contribution towards successful performance of the Company during the year. Your Directors would also like to express their sincere thanks to the Companys Bankers, Financial Institutions, Shareholders and Fixed Deposit Holders for the continued cooperation and support and confidence reposed by them in the Company.

For and on Behalf of the Board

Sd/-

V.K. LADIA

Place : Udaipur CHAIRMAN &

Date : 29.05.2010 MANAGING DIRECTOR.