To the Shareholders,
 
 The Directors have pleasure in submitting the 33rd Annual Report along
 with the Audited Accounts for the year ended March 31, 2012.
 
 Industry Overview
 
 Leather Industry occupies a place of prominence in the Indian economy
 in view of its massive potential for employment, growth and exports.
 There has been increasing emphasis on its planned development, aimed at
 optimum utilisation of available raw materials for maximising the
 returns, particularly from exports. The leather industrial sector
 comprises of:
 
 a) Tanneries (where raw hides and skins are converted into leather)
 
 b) Factories transforming leather into a variety of consumer products
 such as footwear, garments and outerwear, and assorted leather goods
 such as wallets, passport cases, key chains, handbags and brief cases.
 
 Apart from the quality of raw material, the process of its conversion
 into leather and, later, of the design, product development and process
 of manufacture, of products play a key role in adding value to it.
 
 The Indian leather industry, one the most vibrant sector of the
 country''s economy, is well- structured and spans various segments, such
 as tanning and finishing, footwear and footwear components, leather
 garments, leather goods, including saddles and harness. Well recognized
 in the international market, the Indian leather goods constitute about
 7 per cent of India''s export earnings. Besides being a significant
 earner of foreign exchange, the leather industry generates employment,
 ensuring jobs for over 2.5 million people, with 75 per cent of the
 production from small and cottage sectors. India, with an output of Rs.
 186.56 billion and exports of Rs. 125.46 billion, is placed third,
 while developed markets such as the US are major consumers of leather
 products. It is now poised for a big leap to double its global share
 from the present 3%. The industry covers a vast spectrum of inputs,
 activities, skills and products i.e.  livestock, hides and skins,
 tanning, leather products and exports. The Indian Leather Industry is
 growing by leaps and bounds.  Present Financials & Company Affairs
 
 During the Year under review your company has achieved the figures of
 Rs.5174.52 Lacs in respect of sales for the year. Your Company has
 registered a profit before tax of Rs. 215.81 lacs.  There was a drop in
 profit mainly due to the increase in interest expenses.
 
 PROPOSED TRANSFER TO RESERVES
 
 In terms of section 217 (1) (b) of the companies act, 1956 for the
 financial year ending March
 
 31, 2012, the Company had transferred Rs.50 lacs to the General
 Reserve.
 
 DIVIDEND
 
 The Directors recommended dividend of Rs. 1.50/- (15%) per share on
 Equity shares for the year ended 31st March 2012, which will attract
 dividend tax of Rs. 7.91 Lacs. The total payout will be Rs. 48.78 Lacs
 and tax thereon Rs.7.91 Lacs.
 
 Review of Operations
 
 Your Company''s performance during the year as compared with that during
 the previous year is Summarized below: -
 
 
                                                             Fig.
                                                     In Rs. Lacs)
                                          Year ended 
                                          March         Year ended
                                          31st, 2012    March
                                                        31st, 2011
 
 Sales of products and
 services                                  5174.52        5946.72
 
 Other
 Income                                     144.29         222.50
 
 Total
 Income                                    5318.81        6169.22
 
 Total Expenditure other 
 than Interest and                         4753.01        5598.93
 
 Depreciation
 Profit before Interest, 
 Depreciation and Tax                       565.80         570.29
 
 Depreciation and 
 Amortization Expenses                      156.71         173.38
 
 Profit before 
 Interest and Tax                           409.09         396.91
 
 Finance Cost (net)                         193.28         146.39
 
 Profit before Tax                          215.81         250.52
 
 Provision for Current Tax                   35.95          41.28
 
 Provision for Deferred Tax
 
 Net Profit                                 179.86         209.23
 
 Adjustments in respect of prior years
 
 Surplus brought forward                    588.65         486.62
 
 Profit after Tax available 
 for appropriation                          768.51         695.85
 
 Your Directors recommend
 appropriation as under:
 
 Proposed Dividend on Equity Shares          48.78          48.78
 
 Dividend Tax on Proposed Dividend            7.91           8.28
 
 Transfer to General Reserve                 50.00          50.00
 
 Income Tax /TDS/ wealth Tax Provision        0.16           0.14
 
 Surplus Carried Forward                    661.66         588.65
 
 Total Appropriation                        768.51         695.85
 
 MATERIAL CHANGES AND INFORMATION a) Name Change of Company
 
 In terms of Section 217 (1) (d) we are feeling pleasure to inform you
 that the name of your Company has been changed from Sarup Tanneries
 Limited to Sarup Industries Limited. Henceforth your Company be now
 known as Sarup Industries Limited. As the Special Resolution has been
 passed and all the statutory compliances have been made.
 
 b) Change of Main Objects
 
 We are feeling pleasure to inform you that we have shifted the other
 objects to our main objects in the Memorandum of your Company. This
 also worthwhile to mention here that we are now in the final process of
 carried out the pending construction of Metropolitan Mall Project in
 Jalandhar.
 
 c) Closure of Unit at Agra
 
 Unit of Agra at Mathura Road, Runkuta, has now been out of operation.
 The main reason for closing the unit was as it was uneconomical and
 controlling and supervision was difficult over its operations.
 
 STATUTORY INFORMATION:
 
 Information pursuant to Section 217(2A) of the Companies Act, 1956,
 read with the Companies (Disclosures of particulars in the Report of
 Board of Directors) Rules, 1988, is given as under which forms part of
 this Report.
 
 There is no employee whose particulars are required to be given under
 section 217(2A) of the Companies Act, 1956 and the Companies
 (particulars of employees) Rules, 1975.
 
 AUDITORS
 
 You are requested to appoint Auditors for the current year and to
 authorise the Board to fix their remuneration. The retiring auditors,
 Y.K. Sud & co., Chartered Accountants, are eligible for reappointment.
 A certificate from the Auditors has been received to the effect that
 their reappointment, if made, would be within the limits prescribed
 under Section 224(1B) of the Companies Act, 1956.
 
 DEPOSITS
 
 Your Company has not accepted/ invited any Deposits within the meaning
 of Section 58A of the Companies Act, 1956 and the rules made there
 under.
 
 APPOINTMENT OF COST AUDITOR
 
 As in consequence of the Order dated 24th January, 2012 issued by
 Ministry of Corporate Affairs your Company is not falling under the
 Relevant Chapter for audit of cost records. So no appointment will be
 made of Cost Auditor.
 
 COMPLIANCE CERTIFICATE
 
 In accordance with the requirement of the section 383A of the Companies
 Act, 1956, a Compliance Certificate for the financial year 2011-12 from
 M/s Dinesh Gupta & Co., Practicing Company Secretaries, Jalandhar has
 been attached.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
 
 EXCHANGE AND OUTGO
 
 Information relating to energy conservation, foreign exchange earned
 and spent and research and development activities undertaken by the
 Company in accordance with the provisions of Section 217 (l)(e) of the
 Companies Act, 1956 read with Companies (Disclosure of particulars in
 the report of Board of Directors) Rules, 1988 are given in ANNEXURE A
 to the Directors''
 
 Report.
 
 MANAGEMENT DISCUSSION AND ANAYLSIS REPORT
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, Management Discussion and Analysis Report is annexed as
 ANNEXURE B along with Auditors'' Certificate regarding Compliance of
 the Conditions of Corporate Governance is given as part of this Annual
 Report.
 
 CORPORATE GOVERNANCE
 
 As required by the existing clause 49 of the Listing Agreements with
 the Stock Exchanges, a detailed report on Corporate Governance is
 included in the Annual Report. The Auditors have certified the
 Company''s compliance of the requirements of Corporate Governance in
 terms of clause 49 of the Listing Agreement and the same is annexed as
 ANNEXURE C to the Report on Corporate Governance.
 
 AUDITORS'' REPORT
 
 The observations of the Auditors in their report are self-Explanatory
 and/or explained suitably in the Notes to the Accounts.
 
 RESEARCH AND DEVELOPMENT
 
 Your Company Is proud to announce that our R&D activities have resulted
 in the launch of four new. As this year comes to a close, we will be on
 the cusp of developing our first premium grade derivative. Improvement
 of existing processes and the endeavor to develop new processes and
 technologies will be an ongoing activity. So too, will be our efforts
 to manufacture premium quality products from quality grade raw
 materials. We will also continue to focus our attention on high value
 fractionated fatty acids for the polymer, oilfield and lubricant
 industries. Parallel to all the above projects, R&D has taken up
 initiatives to develop and customize specialty surfactants, focusing on
 the oral care and personal care markets, thus delivering customer
 delight.
 
 VOLUNTARY DELISTING OF THE COMPANY''S ORDINARY SHARES FROM CERTAIN STOCK
 EXCHANGES
 
 The Company''s application for delisting of ordinary shares is pending
 with The Delhi Stock Exchange Association Ltd.
 
 PAYMENT OF LISTING FEE
 
 The stocks of the Company are available for trading in dematerialized
 shape on the stock exchange. The equity shares of the Company are
 listed on Bombay Stock Exchange and that the annual fees for the year
 2012-13 has been duly paid.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions contained in Section 217(2AA) of the
 Companies Act, 1956, the Directors of your Company confirm:
 
 a) That in the preparation of the annual accounts, the applicable
 accounting standards have been followed and no material departures have
 been made from the same;
 
 b) That such accounting policies have been selected and applied
 consistently, and such judgments and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit or loss of the Company for that period;
 
 c) That proper and sufficient care has been taken for the maintenance
 of adequate accounting records in accordance with the provisions of
 this Act for safeguarding the assets of the Company, for preventing and
 detecting fraud and other irregularities;
 
 d) That the annual accounts have been prepared on a going concern
 basis. The Directors of your Company further confirm that proper
 systems are in place to ensure compliance of all laws applicable to the
 Company.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to express their deep sense of appreciation for the
 committed services of all the employees of the Company. They place on
 record their appreciation for the support and co-operation your Company
 has been receiving from its Bankers, Customers, Distributors, Dealers,
 suppliers and other business partners. Your Directors also take this
 opportunity to thank all stakeholders, banks, regulatory and government
 authorities for their continued support. As we continue to grow and
 expand, we look forward to sharing our success in the years ahead with
 all our stakeholders.
 
                                      By Order of the Board 
                                      For Sarup Industries Limited
 
 Place: Jalandhar
 
 Date: 31.08.2012
 
                                            Sd-           Sd-
                                      Manjit Bawa   Atamjit Singh Bawa
 
 Chairperson                                        Managing Director