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RRIL Ltd.

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Annual Report

For Year :
2016 2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

To the Members

The directors present herewith the 25th Annual Report together with the audited Financial Statements of your Company for the year ended 31st March, 2016:-

Financial Highlights

The Financial Highlights for the year are as under: (Amount in Lakhs)

Particulars

Year ended March 31, 2016

Year ended March 31, 2015

Revenue from operations

877.74

304.11

Other Income

130.39

168.27

Less: Operational & Other expenses

891.50

319.91

Profit/(Loss) before Depreciation

116.63

152.47

Less: Depreciation

216.35

3.15

Less: Finance Cost

6.26

6.64

Profit/ (Loss) Before Taxation

(105.98)

142.68

Less: Provision for Tax

--

46.60

Less: Prior Year''s Income Tax

1.09

9.16

Net Profit after Tax

(107.07)

86.92

Review of Operations:

For the year ended March 2016, your Company has recorded revenue of Rs. 877.74 lacs as compared to Rs. 304.11 lacs in the previous year. The company has incurred (Loss) of Rs. (107.07) lacs as against net profit of Rs. 86.92 lacs in the previous year.

During the year your Company has continued to deal in textile products majorly and the continuous efforts are being made in the field of Real estate business mainly oriented towards Re-development projects.

Transfer to reserves:

The debit balance of Profit & Loss account is transferred to reserves in Balance sheet.

Dividend:

Directors do not recommend any dividend for the financial year 2015-16 considering the loss incurred during the year.

Share capital:

During the year under review, there were no changes in the capital structure of the Company. Accordingly, the paid up share capital of the Company as on 31st March, 2016 is INR- 392,266,900/- comprising of 78453380 equity shares of Rs. 5/- each.

Listing application with National Stock Exchange of India Ltd (NSE)

During the Current financial year, company has filed an application for listing of its Equity shares with National Stock Exchange of India Ltd (NSE) during the month of October, 2015. This will benefit the company to gain national importance and widespread recognition.

Deposits

The Company has not accepted any public deposits under Chapter V of Companies Act, 2013 during the year. Therefore the disclosure requirements are not applicable

Directors and Key Managerial Personnel:

The Company has 4 (Four) Directors comprising of 3 (Three) Independent Directors, 1 (One) Managing Director & Chief financial Officer of the Company

Mr. Rakeshchand M. Jain is Managing Director and Chief Financial Officer of the Company.

Mr. H.P Chourasia and Mr. S.L. Ojha are Independent directors on the Board.

Ms. Ranjana M Sharma was appointed as an Additional independent Director on 13th February, 2016 for terms of five years.

Ms. Madhuri A Gupta has resigned from the directorship w.e.f. 06th October, 2015. The Board placed on record its appreciation for the service rendered by her during the tenure with the Company.

The Company has received necessary declaration from Mr. H.P Chourasia, Mr. S.L. Ojha and Ms. Ranjana M Sharma, Independent Directors of the Company under section 149(7) of the Companies Act, 2013.

Key Managerial Personnel and changes

During the year, Mr. Ashok Chhaganbhai resigned from the post of Company Secretary and Compliance officer with effect from the closure of business hours of October 06, 2015 and Ms. Nidhi Baglikar, then took over as a Company Secretary and Compliance officer of the Company, who was also designated as Key Managerial Personnel with effect from October 13, 2015 who then resigned with effect from April 25, 2016. Presently Ms. Shilpa Dedhiya was appointed as Company Secretary and Compliance officer with effect from 01.07.2016.

Rakeshchand M. Jain is Managing Director was appointed as Chief Financial Officer of the Company w.e.f. February 13, 2016.

Committees of the board:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted its Committees. There are currently four Committees of the Board, as follows:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders'' Relationship Committee

IV. Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, forming part of this Report.

Number of meetings of the board:

During the year there were seven (7) board meetings held and the details of Board Meetings held in Financial Year 2015-16 is stated in corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days

Board Independence:

Our definition of ‘Independence'' of Directors is derived from Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

Ms. Ranjana M Sharma Mr. H. P. Chourasia Mr. S. L. Ojha

Performance Evaluation

According to the provisions of section 134(3)(p) of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013 and in accordance to Regulation 17(10) of the Listing Regulations, 2015, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. Committee performance was evaluated on the basis of their effectiveness in carrying out respective mandates. Peer assessment of Directors, based on parameters such as participation and contribution to Board deliberations, ability to guide the Company in key matters , knowledge and understanding of relevant areas were received by the Board for individual feedback.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors.

Risk and Management Policy:

The Company has constituted a Risk Management Committee (RMC) which has been entrusted with responsibility to assist the Board in (a) Overseeing the Company''s risk management process and controls, risk tolerance and capital liquidity and funding (b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company (c) Review the Company''s risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks (d) The Committee has also approved and adopted Risk Committee (RMC) charter.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company''s capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company''s operating environment and they emerge on a regular basis. The Company''s Risk Management process focuses on ensuring that these risks are identified on a timely basis and addressed.

In the opinion of Board there are no elements of risks threatening the existence of the company.

Internal Financial Controls

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

Directors'' Responsibility Statement

Pursuant to the provisions of section 134(3)(C) read with Section 134(5) of the companies act, 2013, your Directors Confirms that:

I. In preparation of the annual accounts for the FY ended March 31, 2016, the applicable accounting standards have been followed.

ii. 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 & of the Loss of the Company for the year ended on that date.

iii. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors have laid down internal financial controls, which are adequate and are operating effectively; and

vi. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Significant and Material Orders

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future during the year March 31, 2016.

Material changes and commitments, affecting the financial position of the Company

There have been no material changes and commitments, 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.

Extract of the annual return

As per Section 92(3) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in the prescribed Form MGT-9, is annexed to this report as “Annexure 1”.

Related Party Transactions

There have been related party transactions between the Company and the Directors, or their relatives. The Audit Committee pre-approves all related party transactions. The details of the related party transactions undertaken during the financial year are placed at the meeting of the Audit Committee held in the succeeding quarter.

All contracts / arrangements / transactions with related parties that were executed in FY 2015-16 were in the ordinary course of business and at an arms'' length. During the year, there were no related party transactions which were materially significant and that could have a potential conflict with the interests of the Company at large. All related party transactions are mentioned in the notes to the accounts. The particulars of material contracts or arrangements with related parties referred to in Section 188(1), is given in prescribed Form AOC - 2 is annexed to this Report as “Annexure 2”

As required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Related Party Transactions Policy, which has been put up on the website of the Company at http://www.srkindltd.co.in/corporate-governance.html. The Company has developed an operating procedures manual for identification and monitoring of related party transactions.

Disclosure under the Prevention of Sexual Harassment Act

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Company'' s policy on Directors'' appointment and remuneration:

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is annexed to this report as “Annexure 3”

Management Discussion and Analysis:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this report as “Annexure 4”

Statutory Auditors and Auditor ''s observations:

Your Company has appointed M/s. V. R. Renuka & Co. (Firm Reg. No. 108826W), Chartered Accountants, as Statutory Auditor, for the period of four years at its Annual General Meeting held on 29th September , 2015, subject to the ratification by the members in every Annual General Meeting. In compliance to the provisions of Section 139 of the Companies Act, 2013, the appointment of the statutory auditors is to be ratified by the members at the forthcoming Annual General Meeting. Statutory Auditor has given their consent for ratification of their appointment for financial year 2016-17. Accordingly, the members will be required to ratify the appointment of Auditors for the current financial year and fix their remuneration.

There were no qualifications, reservations, adverse remarks or disclaimers in the report of Statutory Auditors of the Company. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. All observations of Auditors are self-explanatory and therefore do not call for any further comments by Directors in this report.

Secretarial Auditor Report

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with rules there under, the Company had appointed Shreyans Jain& Co., Practicing Company Secretary to conduct the secretarial audit of the Company for the financial year 2015-16.

During the Secretarial Audit following observation made by Mr. Shreyance Kumar Jain, Practicing Company Secretary:

a. In terms of the provisions of Section 203 of the Companies Act, 2013 the Company is required to have whole time Chief Financial Officer as specified in clause (iii) of sub - Section (1) of the said Section, the appointment of which was made during the year after the time allowed to comply with the said requirement elapsed.

b. the corrected eform 5INV for the year 2015 as required to be filed with MCA in terms of provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, is yet to be filed.

COMMENTS ON OBSERVATION BY SECRETARIAL AUDITOR

a. The Board of Directors at its meeting held on 13th February, 2016 had made the appointment of Chief Financial Officer.

b. The Company had already filed vide SRNS44351062on 22.12.2015 e form 5INV however due to errors and updation of MCA portal the e form is getting rejected and the Company is in process of mitigation of the error and will submit the details shortly.

The secretarial audit report in Form MR-3 for FY 2015-16 as annexed to this Report as “Annexure 5”.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is annexed to this Report. The certificate received from the Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated in Regulation 34 and Schedule V of Listing Regulations, 2015, is annexed to Report on Corporate Governance as “Annexure 6”.

Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report their genuine concerns or grievances, and reports any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior /conduct etc. The Vigil Mechanism / Whistle Blower Policy is uploaded on the Website of the Company at www.srkindltd.co.in

Particulars of loans, Guarantees or Investments by the Company

The particulars of loans, guarantees and investments covered under the provision of Section 186 of the Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

Particulars of employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Subsidiaries companies:

The Company does not have any subsidiary Company.

Depository system:

The Company has electronic connectivity with both depositories namely Central Depository Services (India) Limited and National Securities Depository Limited. As on March 31, 2016, 84.13% of the Company''s paid-up share capital representing 78,453,380 equity shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company''s shares on either of Depositories.

Conservation of energy, technology absorption & foreign exchange earnings and outgo:

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy and Technology Absorption. There was no foreign exchange inflow or outgo during the year under review.

Acknowledgement:

Your Directors wish to place on record their appreciation for the support and co-operation, which the Company continues to receive from its associates, bankers and Customers. The Directors are also thankful to the shareholders for their unstinted support to the Company.

For and on behalf of the Board of

S R K Industries Limited

Sd/-

Place: Mumbai R akeshchand M. Jain

Dated: 25.08.2016 Chairman & Managing Director

DIN : 00187350

Director’s Report