Annual Report 2015-16 - Realstrips · 25th annual report 2015-16 1 ... union bank of india state bank of india idbi bank ltd. registered office : ... opp bata show room,

25th Annual Report 2015-16

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BOARD OF DIRECTORS : SHRI A. K. KATARIA CHAIRMAN(DIN 00435496)

SHRI UGAMRAJ M. HUNDIA JOINT MANAGING DIRECTOR(DIN 00435229)

SHRI PRAKASHRAJ. S. JAIN JOINT MANAGING DIRECTOR(DIN 00435076)

SHRI PAWANKUMAR R. MURARKA DIRECTOR(DIN 00123602)

SHRI AMOL DALAL DIRECTOR(DIN 00458885)

SHRI PUKHRAJ JAIN DIRECTOR(DIN 02261061)

SHRI ASHISH SHAH DIRECTOR(DIN 00007201)

SHRI JITENDRA MAMTORA DIRECTOR(DIN 00139911)

MS. NIPA P. SHAH DIRECTOR(DIN 07141281)

AUDITORS : M/S MEHTA LODHA & CO.CHARTERED ACCOUNTANTS

BANKERS : UNION BANK OF INDIASTATE BANK OF INDIAIDBI BANK LTD.

REGISTERED OFFICE : 401-402, “FLORENCE”OPP. ASHRAM ROAD POST OFFICE,ASHRAM ROAD,AHMEDABAD - 380 009.Email Id : [email protected] : www.realstrips.comTelephone No. (079) 26588788Fax No. (079) 40068261CIN : L27100GJ1990PLC014383

WORKS : SURVEY NO.245VILLAGE : SARIAHMEDABAD-BAVLA HIGHWAYTALUKA : SANANDDIST : AHMEDABADPIN CODE - 382 220.Mo.: 9824211499

REGISTRAR AND SHARETRANSFER AGENTS : M/S MCS SHARE TRANSFER AGENT LIMITED

101, SHATDAL COMPLEX,1ST FLOOR,OPP BATA SHOW ROOM,ASHRAM ROAD,AHMEDABAD - 380 009.

CONTENTS PAGENO.

Notice 2-6Directors' Report 7-10Management Discussion & Analysis 24-25Report on Corporate Governance 26-37Auditors' Certificate on Corp. Governance 38CEO / CFO Certificate 38Independent Auditors' Report 39-43Balance Sheet 44Statement of Profit & Loss 45Cash Flow Statement 46Notes to Accounts 47-64NECS Mandate Form 65MGT-11 Form / Attendance Slip 67-68Map of the AGM Venue 68


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NOTICENOTICE is hereby given that the 25th Annual General Meeting of the members of REAL STRIPS LIMITED will be held onMonday the September 26th, 2016 at the Atma Hall (Ahmedabad Textile Mills Associations), Ashram Road,Ahmedabad - 380009 at 11.30 a.m. to transact the following business:-

ORDINARY BUSINESS

1. To consider and adopt the Audited Balance Sheet as on 31st March, 2016 and Statement of Profit and Loss for theyear ended on 31st March, 2016 together with Directors' and Auditors' Report thereon.

2. To appoint a Director in place of Shri Pukhrajji Sheshmalji Jain who retires by rotation and is eligible for reappointment.

3. To appoint a Director in place of Shri Prakashraj Sheshmalji Jain who retires by rotation and is eligible for reappointment.

4. To ratify the appointment of M/s. Mehta Lodha & Co., (Firm Registration No 106250W), Chartered Accountants, asapproved by Members at the Twenty Third Annual General Meeting as Statutory Auditors of the Company, to holdoffice until the conclusion of Twenty Seventh Annual General Meeting, and to fix their remuneration for thefinancial year ending 31st March, 2017.

SPECIAL BUSINESS

5. To consider and if thought fit, to pass with or without modification(s) the following resolution as an OrdinaryResolution

"RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable provisions of the CompaniesAct, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) orre-enactment thereof, for the time being in force), the M/s. N.D Birla & Co. appointed by the Board of Directors ofthe Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2017,be paid the remuneration as set out in the Statement annexed to the Notice convening this Meeting."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts andtake all such steps as may be necessary, proper or expedient to give effect to this Resolution."

By Order of the Board

Place: Ahmedabad A. K. KatariaDate: 12th August, 2016 Chairman

Registered Office:401-402, “Florence”,Opp. Ashram Road Post Office,Ashram Road,Ahmedabad-380 009Phone : +91 79 - 2658 8788Fax : +91 79 4006 8261Email Id : [email protected] : www.realstrips.comCIN. : L27100GJ1990PLC014383

NOTES

1. A Member entitled to attend and vote at The Annual General Meeting ("Meeting/AGM") is entitled to appoint a proxyto attend and vote on a poll instead of himself / herself and the proxy need not be a member of the company. Aperson can act as a proxy on behalf of members not exceeding 50 and holding in the aggregate not more than 10percent of the total share capital of the company. However, A Member holding more than 10%, of the total sharecapital of the company carrying voting rights may appoint a single person as proxy and such person shall not act asproxy for any other person or member. The instrument appointing proxy in order to be valid and effective shouldbe lodged / deposited with the company at its Registered Office at least 48 (Forty Eight) hours before thecommencement of the Meeting.


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2. The relative Explanatory Statement, pursuant to Section 102(2) of the Companies Act, 2013 in respect of the specialbusiness under item No. 5 are annexed hereto.

3. Additional information pursuant to section 102 of the Companies Act, 2013, on directors recommended forreappointment at the Annual General Meeting, is given in this notice.

4. The Register of Beneficial Owners, Register of Members and Share Transfer Book of the Company shall remain closedfrom 16th September, 2016 to 24th September, 2016 both days inclusive.

5. Members / proxies should bring their copy of the Annual Reports and Accounts along with Attendance S lip (dulycompleted) when attending the Meeting.

6. Members who hold shares in dematerialised form are requested to write their Client - ID and DP - ID Numbers andthose who hold shares in Physical form are requested to write their Folio Number in the Attendance Slip for attendingthe Meeting.

7. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011respectively) has undertaken a "Green Initiative in Corporate Governance" and allowed companies to share documentswith its shareholders through an electronic mode. A recent amendment to the Listing Agreement with StockExchanges permits companies to send soft copies of the Annual Report to all those shareholders who have registeredtheir email address for the said purpose. Members are requested to support this Green Initiative by registering /updating their email address for receiving electronic communication.

8. Pursuant to Section 124 and 125 and other applicable provisions, if any, of the Act, all unclaimed / unpaid dividendand application money, remaining unclaimed/unpaid for a period of seven years from the date they became due forpayment, have been transferred to the IEPF established by the Central Government. No claim shall lie against theIEPF or the Company for the amounts so transferred nor shall any payment be made in respect of such claim.

Members who have not yet encashed their dividend warrant(s) for the financial years 2009-10 onwards, are requestedto make their claims without any delay.

9. All documents referred to in the accompanying notice and explanatory statement are open for inspection at theregistered office of the Company on all working days, except Saturday between 11.00 a.m. to 1.00 p.m. prior tothe date of AGM.

10. Members seeking any information with regard to accounts are requested to write to the Company at least 10 daysbefore the meeting so as to enable the management to keep the information ready.

11. A route map showing directions to reach the venue of the 25th AGM is annexed.

Voting in Electronic Form (E-Voting)

12. Process and manner for members opting for voting through Electronic means:

(i). In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Managementand Administration) Rules, 2014 as amended and Regulation 44 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Company is pleased to offer the facility of voting through electronic meansand the business set out in the Notice above may be transacted through such electronic voting. The facility ofvoting through electronic means is provided through the e-voting platform of Central Depository Services (India)Limited ("remote e-voting").

(ii). Members whose names are recorded in the Register of Members or in the Register of Beneficial owners maintainedby the Depositories as on the Cut-off date i.e. 21st September, 2016, shall be entitled to avail the facility ofremote e-voting as well as voting at the AGM. Any recipient of the Notice, who has no voting rights as on theCut-off date, shall treat this Notice as intimation only.

(iii). A person who has acquired the shares and has become a member of the Company after the despatch of theNotice of the AGM and prior to the Cut-off date i.e. 21st September, 2016, shall be entitled to exercise his/hervote either electronically i.e. remote e-voting or through the Poll Paper at the AGM by following the procedurementioned in this part.

(iv). The remote e-voting will commence on Firday, 23rd September, 2016 at 9.00 a.m. and will end on Sunday, 25thSeptember, 2016 at 5.00 p.m. During this period, the members of the Company holding shares either in physicalform or in demat form as on the Cut-off date i.e. 21st September, 2016, may cast their vote electronically. Themembers will not be able to cast their vote electronically beyond the date and time mentioned above and theremote e-voting module shall be disabled for voting by CDSL thereafter.


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(v). Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently orcast the vote again.

(vi). The facility for voting through Poll Paper would be made available at the AGM and the members attending themeeting who have not already cast their votes by remote e-voting shall be able to exercise their right at themeeting through Poll Paper. The members who have already cast their vote by remote e-voting prior to themeeting, May also attend the Meeting, but shall not be entitled to cast their vote again.

(vii). The voting rights of the members shall be in proportion to their share in the paid up equity share capital of theCompany as on the Cut-off date i.e.21st September, 2016.

(viii). The Company has appointed CS Ashwin Shah, Practicing Company Secretary (Membership No. FCS: 1640; CPNo: 1640), to act as the Scrutinizer for conducting the remote e-voting process as well as the voting throughPoll Paper at the AGM, in a fair and transparent manner.

(ix). The procedure and instructions for remote e-voting are, as follows:

Step 1 : Open your web browser during the vot ing per iod and log on to the e-vot ing website:https://www.evotingindia.com/

Step 2 : Now click on "Shareholders" to cast your votes.

Step 3 : Now, fill up the following details in the appropriate boxes:

User-ID (a) For CDSL: 16 digits beneficiary ID

(b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID

(c) Members holding shares in physical form should enter the Folio Number registered with theCompany.

Step 4 : Next, enter the Image Verification as displayed and Click on Login.

If you are holding shares in demat form and had logged on to then your existing password is to beused.

Step 5 : If you are a first time user follow the steps given below:

For members holding shares in demat form and physical form:

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department Members who have notupdated their PAN with the Company/Depository Participant are requested to use the first twoletters of their name and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0's before thenumber after the first two characters of the name in CAPITAL letters. e.g. If your name is RameshKumar with sequence number 1then enter RA00000001 in the PAN field.

DOB# Enter the Date of Birth as recorded in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or the Company recordsBank for the said folio.Details# If the details are not recorded with the Depository or Company, please enter the number of

Shares held by you in the bank account column.

#Please enter the DOB or dividend bank details in order to login.

Step 6 : After entering these details appropriately, click on "SUBMIT" tab.

Step 7 : Members holding shares in physical form will then directly reach the Company selection screen. However,first time user holding shares in demat form will now reach 'Password Creation' menu wherein theyare required to mandatorily enter their login password in the new password field. Kindly note that thispassword can also be used by the Demat holders for voting for resolution of any other Company onwhich they are eligible to vote, provided that the Company opts for e-Voting through CDSL platform.It is strongly recommended not to share your password with any other person and take utmost careto keep your password confidential. If Demat account holder has forgotten the changed passwordthen Enter the user ID and the image verification code and click on Forgot Password and enter thedetails as prompted by the System.


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Step 8 : For members holding shares in physical form, the details can be used only for remote e-voting on theresolutions contained in this Notice.

Step 9 : Click on EVSN of the Company i.e. 160826076 to vote.

Step 10: On the voting page, you will see Resolution Description and against the same, the option "YES/NO"for voting. Select the relevant option as desired YES or NO and click to submit.

Step 11: Click on the resolution file link if you wish to view the entire Notice.

Step 12: After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation boxwill be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on"CANCEL" and accordingly modify your vote. Once you "CONFIRM" your vote on the resolution, youwill not be allowed to modify your vote.

Step 13: You can also take print out of the voting done by you by clicking on "Click here to print" option onthe Voting page.

Step 14: Instructions for Non-Individual Members and Custodians:

• Non-Individual Members (i.e. other than Individuals, HUF, NRI, etc.) and Custodian are required to log onto https://www.evotingindia.com/ and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed [email protected].

• After receiving the login details, a compliance user should be created using the admin login and password.The compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts;they would be able to cast their vote.

• A scan copy of the Board Resolution and Power of Attorney ("POA") which they have issued in favourof the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify thesame.

(x). Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. Them-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by themobile app while voting on your mobile.

(xi). The results declared along with the Scrutinizer's Report shall be placed on the Company's websitewww.realstrips.com and on the website of CDSL i.e. www.cdslindia.com within three days of the passing of theResolutions at the 25th Annual General Meeting of the Company and shall also be communicated to the StockExchanges where the shares of the Company are listed.

13. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email [email protected]

By Order of the Board of Directors

Place: Ahmedabad A. K. KatariaDate: 12th August, 2016 ChairmanRegistered Office:401-402, "Florence",Opp. Ashram Road Post Office,Ashram Road, Ahmedabad - 380 009Phone : +91 79 - 2658 8788Fax : +91 79 4006 8261Email Id : [email protected] : www.realstrips.comCIN : L27100GJ1990PLC014383


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ANNEXURE TO NOTICEEXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 5

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration ofM/s N.D Birla & Co., Cost Accountants as the Cost Auditors of the Company to conduct the audit of the cost records ofthe Company for the financial year 2016-17, at a fee of Rs. 50,000/- plus applicable taxes and reimbursement of out ofpocket expenses, as remuneration for cost audit services for the FY 2016-17.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit andAuditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of theCompany.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Noticefor ratification of the remuneration payable to the Cost Auditors for the financial year ending 31st March, 2017.

The Board of Directors recommends the above resolution for your approval.

None of the Directors, Key Managerial Persons and their relatives is interested in above resolution.

Details of Directors seeking Re-appointment as per Item No. 2 and 3 of the Ordinary Business in EnsuingAnnual General Meeting to be held on 26th September, 2016 are as under:

By Order of the Board of Directors

Place: Ahmedabad A. K. KatariaDate: 12th August, 2016 ChairmanRegistered Office:401-402, "Florence",Opp. Ashram Road Post Office,Ashram Road, Ahmedabad - 380 009Phone : +91 79 - 2658 8788Fax : +91 79 4006 8261Email Id : [email protected] : www.realstrips.comCIN : L27100GJ1990PLC014383

Particulars Date of Birth

Date of Appointment

Qualification

Nature of Expertise

Directorships held in other companies

Membership/Chairmanships of committees of other

companies (Includes only Audit committee and Shareholder/Investor Grievance Committee)

No. of Shares

held in the Company

(Real Strips

Limited) Name of company

Committee

Position

Shri Pukhrajji Sheshmalji

Jain

26/01/1945

15/06/2011

Under Graduate

Technical

NIL

NIL

121400

Shri Prakashraj Sheshmalji

Jain

10/08/1956 22/11/1990 B,Com /

LLB

Administration & Commercial.

Marudhar Industries Limited

NIL

53800


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DIRECTOR’S REPORTTo,The Members,Your Directors have pleasure in presenting the 25th Annual Report together with the Audited Accounts of the companyfor the year ended 31st March, 2016.1. FINANCIAL HIGHLIGHTS :-

2015-2016 2014-2015Particulars (` In Lacs) (` In Lacs)

Income for the Year 19331.36 34477.98Profit / (Loss) before interest, depreciation and tax (PBIDT) (391.72) 1097.65Less:Financial Expenses 1202.55 1130.83Depreciation 426.14 400.45Profit / (Loss) before tax (2020.41) (433.63)Provision for taxation(i) Current Income Tax, Wealth Tax, 0.00 0.15(ii) Deferred Tax 67.31 59.83Profit / (Loss) after tax (2087.72) (493.61)Add / (Less): Prior Period / Extra Ordinary Items Adjustment (2278.76) 1.89Profit / (Loss) available for appropriation (4366.48) (491.72)AppropriationsOpening Balance of Profit & Loss Account 1987.44 2479.16Add: Profit / (Loss) of the year (4366.48) (491.72)Closing Balance of Surplus (2379.04) 1987.44

2. DIVIDEND:-Due to loss, the directors do not recommend dividend for the current year.

3. INDUSTRIAL RELATIONS:-Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of thecontribution made by the employees at all levels. Measures have been taken for Human Resources Development.

4. PERFORMANCE :-During the year under review the income has decreased to Rs. 19331.36 Lacs a decrease of 43.93% over previousyear and Profit before Interest, depreciation and tax (PBIDT) has gone negative because of over dumping ofmaterial from China and inability of Local Market to sustain the prices compared to them. Overall economic downwardsentiment has affected the entire metal industry which has affected the production as well as sales which isreflected in the financial performance of the company. Also regular reduction in pricing of the raw material hasaffected both top and bottom line of the company which has in turn resulted into default of timely payment ofbank dues.

5. Corporate Social Responsibility :-Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies are requireto spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSRcommittee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending theamount.The company is not covered under section 135 of the companies Act 2013 and the Rules framed thereunder forthe financial year under report. CSR Committee of the Board will be constituted at the time of applicability, ofsection 135 of the Act. Hence CSR report is no required to be annexed.

6. Disclosure under Companies Act 2013(i) Share Capital

The paid up equity capital as on March 31st, 2016 was Rs. 598 Lakhs. During the year under review, TheCompany has not issued shares with differential voting rights nor granted stock options nor sweat equity norbonus share.


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(ii) Number of meetingA calendar of Meetings is prepared and circulated in advance to the Directors.During the year Six Board Meetings and four Audit Committee Meetings were convened and held. The detailsof which are given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act, 2013.

(iii) Independent Directors' MeetingThe Independent Director met on 10.03.2016, without attendance of Non-Independent Directors andmembers of the Management. The Director review performance of the Non-Independent Director and theBoard as whole; the performance of the chairman of the company, taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of informationbetween the Company Management and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

(iv) Statement on declaration given by independent directorAll independent directors have given declarations that they meet the criteria of independence as laid downunder section 149(6) of the Companies Act, 2013, clause 49 of the Listing Agreement and the applicableregulations of SEBI (Listing Obligations and Disclosures) Regulations 2015.

(v) Particulars of loans, guarantees or investments:The company has neither given any loans or guarantees nor made investments covered under the provisionsof section 186 of the Companies Act, 2013.

(vi) Composition of Audit CommitteeThe Board has constituted the Audit committee which comprises of two independent Non Executive Directorand one Joint Managing Director.

7. Corporate GovernanceThe Corporate Governance Report, which form an integral part of this report are set out as separate Annexure-I,together with the Certificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement and the applicable regulations of SEBI(Listing Obligations and Disclosures) Regulations 2015. Management Discussion and Analysis Report form part ofthis report are enclosed as Annexure-D and forms part of the report.

8. Risk managementThe Company has a Risk Management Committee to identify, assess, monitor and mitigate various risks to keybusiness objectives. Major risks identified are systematically addressed through mitigating actions on a continuingbasis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

9. Internal Control SystemThe Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain itsobjectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of theBoard & to the Chairman & Managing Director.The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system andInternal Financial control in the Company, its compliance with operating systems, accounting procedures andpolicies at all locations of the Company. Based on the report of internal audit function, process owners undertakecorrective action in their respective areas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

10. Vigil Mechanism/Whistle Blower policyThe Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud andmismanagement, if any.In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of themost respected companies in India, the Company is committed to the high standards of Corporate Governance andstakeholder responsibility.The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern.A high level Committee has been constituted which looks into the complaints raised. The Committee reports tothe Audit Committee and the Board.


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11. Director and key managerial personnel(i) Cessation

(a) Mr. Ashwin A Kataria, Director of the company resigned from the board w.e.f. 13th January, 2016.The Board placed on record its appreciation for the valuable services rendered by Mr. Ashwin A. Kataria.

(b) Mr. Chandresh V. Shah, Director of the company resigned from the board w.e.f. 10th March, 2016.The Board placed on record its appreciation for the valuable services rendered by Mr. Chandresh V. Shah.

(ii) Retirement by rotationDirectors Shri Prakashraj Sheshmalji Jain and Shri Pukhrajji Sheshmalji Jain retire by rotation and, being eligible, offerthemselves for re-appointment. The Directors recommend Shri Prakashraj Sheshmalji Jain and Shri Pukhrajji SheshmaljiJain for re-appointment.

(iii) Appointment of Independent DirectorShri Ashish Shah, Shri. Pawankumar Murarka, Shri Jitendra Mamtora, and Shri Amol Dalal were appointed asindependent directors under section 149 of the Companies Act, 2013 and clause 49 of the listing agreement inthe A.G.M. held on 23rd September 2014 to hold office for 5 (Year) consecutive years i.e. for a term up to theconclusion of 28th Annual General Meeting of the company in the calendar year 2019.

(iv) Evaluation of Board PerformancePursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement and applicableregulations of SEBI (Listing Obligations and Disclosures) Regulations 2015, the Board has carried out an evaluationof its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination& Remuneration Committees. The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.

(v) Remuneration PolicyThe Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy forselection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy isstated in the Corporate Governance Report.

12. Director responsibility StatementIn terms of Section 134 (5) of the Companies Act, 2013, the directors, to the best of their knowledge and abilitystate that:(i) In the preparation of the annual accounts, 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

(iv) The directors have 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.(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and

that such system were adequate and operating effectively.13. Fixed Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 andthe Companies (Acceptance of Deposits) Rules, 2014.

14. Related Party TransactionNo related party transactions that were entered into during the financial year. There are no materially significantrelated party transactions made by the company with Promoters, Key Managerial Personnel or other designatedpersons which may have potential conflict with interest of the company at large. Accordingly the disclosure ofrelated party transaction as require under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is notapplicable.

15. Significant material orders passed by the Regulators/Courts.There are no significant material orders passed by the Regulators/Courts which would impact the going concernstatus of the Company and its future operations.

16. Subsidiary CompanyThe Company does not have any subsidiary.


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17. Auditors(i) Statutory Auditor

M/s. Mehta Lodha & Co., (Firm Registration No 106250W), Chartered Accountants was appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 23rd September, 2014 for a term of Threeconsecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditorsis required to be ratified by Members at every Annual General Meeting.The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. Therehas been no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report.

(ii) Secretarial AuditorPursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 the company has appointed Shri Ashwin Shah, a companySecretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as "Annexure A"There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in theirReport.

(iii) Cost AuditorM/s N.D Birla & Co., Cost Accountants as the Cost Auditors of the Company to conduct the audit of the costrecords of the Company for the financial year 2016-17

18. Extract of Annual ReturnThe details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

19. Prevention Of Insider TradingThe Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealingin the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation to the Company and during theperiod when the Trading Window is closed. The Board is responsible for implementation of the Code.

20. Transfer to Investor education and protection fundThe Company has transferred a sum Rs. 139772/- during the financial year 2015-2016 to the investor educationand protection fund established by the central government, in Compliance with Section 125 of the Companies Act2013.

21. Energy conservation, technology absorption, foreign exchange earnings and outgo.As required under section 134 (3) (m) of the Companies Act, 2013 and the rules made therein, the concernedparticulars related to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo aregiven, in Annexure-C, which is attached here to and forms part of the Director's Report.

22. Particulars of employeesThe information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. Interms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitledthereto, excluding the information on employees' particulars which is available for inspection by the members atthe Registered office of the company during business hours on working days of the company up to the date ofensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write tothe company secretary in advance.

23. Prevention Of Sexual Harassment At WorkplaceAs per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) whichis responsible for redressal of complaints related to sexual harassment. During the year under review, there wereno complaints pertaining to sexual harassment.

24. AcknowledgementThe directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and StateGovernment Authorities and all associated with the company for the co-operation. The directors also place onrecord the efforts made by the employees, workers and all other associated with the company for making theirorganization successful.

For and on behalf of the Board

Place: Ahmedabad A. K. KatariaDate: 12th August, 2016 Chairman


11

“ANNEXURE A”

SECRETARIAL AUDIT REPORT

FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED 31st March 2016Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and

Remuneration Personnel) Rules,2014

To,

The Members,

Real Strips Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to goodcorporate practices by Real Strips Limited (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing myopinion thereon.

Based on our verification of books, papers, minute books, forms and returns filed and other records maintained by thecompany and also the information provided by the Company, its officers, agents and authorized representatives duringthe conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit periodcovering the financial year ended on 31st March, 2016 complied with the statutory provisions listed here under and alsothat the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner andsubject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by theCompany for the financial year ended on 31st March, 2016 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

v. As per the explanations and clarifications given to us and the representation made by the management, during theperiod under review there are no specific laws applicable to company.

I have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards issued by The Institute of Company Secretaries of India.

b. The Listing Agreements entered into by the Company with Stock Exchanges;

c. The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations,2015 - w.e.f 1st December, 2015.

During the period under review and as per the explanations and clarification given to us and the representation made bythe company, the company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. mentioned above.

The company was not required to comply with the provision of other regulation listed in the Form No. MR-3 prescribedunder the Companies Rules, 2014 as there were no instance / events falling within the purview of these regulationsduring the financial year.


12

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda weresent at least seven days in advance, and a system exists for seeking and obtaining further information and clarificationson the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings, as represented by the management, were taken unanimously.

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place : Ahmedabad CSAshwin Shah

Date : 12th August, 2016 Company Secretary

C. P. No. 1640

Note : This report is to be read with our letter of even date which is annexed as “ANNEXURE 1” and forms an integral part of this report.

“ANNEXURE 1”

To,

The Members,

Real Strips Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is toexpress an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about thecorrectness of the contents of the Secretarial records. The verification was done on test basis to ensure thatcorrect facts are reflected in secretarial records. We believe that the processes and practices, we followed providea reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of thecompany.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules andregulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is theresponsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy oreffectiveness with which the management has conducted the affairs of the company.

Place : Ahmedabad CSAshwin Shah

Date : 12th August, 2016 Company Secretary

C. P. No. 1640


13

“Annexure B”MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended 31.03.2016

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of theCompanies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i CIN L27100GJ1990PLC014383

ii Registration Date 19/09/1990

iii Name of the Company REAL STRIPS LIMITED

iv Category / Sub-Category of the Company Company limited by shares/

Indian Non GovernmentCompany

v Address of the Registered office and 401-402, "FLORANCE",OPP. ASHRAM ROAD POST

contact details OFFICE, ASHRAM ROAD, AHMEDABAD-380009Tel : 079- 26588788

vi Whether listed company Yes / No YES

vii Name, Address and Contact details of M/s. MCS Share Transfer Agent Limited

Registrar and Transfer Agent, if any 101, Shatdal Complex, 1st Floor, Opp. Bata

Showroom, Ashram Road, Ahmedabad 380009

Tel: 079- 26580461, 26580462, 26580463.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated

Sr. No. Name and Description of main products / services NIC Code of the % to total turnoverProduct/ service of the company

1 Cold Rolled Stainless Steel Coil/Strips 27163 97.45%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and address of the Company CIN / GLN

Holding / Subsidiary / Associate

% of shares held

Applicable Section

Not Applicable


14

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year %

Change during

the year Demat Physical Total

% of Total

Shares Demat Physical Total

% of Total

Shares

A. Promoter 1. Indian a. Individual / HUF 2674550 0 2674550 44.72 2674550 0 2674550 44.72 0 b. Central Govt. 0 0 0 0.00 0 0 0 0.00 0 c. State Govt.(s) 0 0 0 0.00 0 0 0 0.00 0 d. Bodies Corporate 417691 0 417691 6.99 417691 0 417691 6.99 0 e. Banks / FI 0 0 0 0.00 0 0 0 0.00 0 f. Any Other…. 0 0 0 0.00 0 0 0 0.00 0

Sub-Total (A)(1): 3092241 0 3092241 51.71 3092241 0 3092241 51.71 0 2. Foreign a. NRIs – Individuals 0 0 0 0.00 0 0 0 0.00 0 b. Other – Individuals 0 0 0 0.00 0 0 0 0.00 0 c. Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0 d. Banks / FI 0 0 0 0.00 0 0 0 0.00 0 e. Any Other…. 0 0 0 0.00 0 0 0 0.00 0

Sub-Total (A)(2): 0 0 0 0.00 0 0 0 0.00 0 Total Shareholding of Promoters (A) = (A)(1)+(A)(2) 3092241 0 3092241 51.71 3092241 0 3092241 51.71 0

B. Public Shareholding

1. Institutions a. Mutual Funds / UTI 0 0 0 0.00 0 0 0 0.00 0 b. Banks / FI 0 0 0 0.00 0 0 0 0.00 0 c. Central Govt. 0 0 0 0.00 0 0 0 0.00 0 d. State Govt.(s) 0 0 0 0.00 0 0 0 0.00 0

e. Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0

f. Insurance Companies 0 0 0 0.00 0 0 0 0.00 0

g. FIIs 0 0 0 0.00 0 0 0 0.00 0

h. Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0

i. Others (specify) 0 0 0 0.00 0 0 0 0.00 0 Sub-Total (B)(1): 0 0 0 0.00 0 0 0 0.00 0

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i). Category-wise Share Holding


15

2. Non-Institutions a. Bodies Corporate i) Indian 450885 4000 454885 7.61 492611 4000 496611 8.31 0.70 ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00 b. Individuals 0.00 i) Individual

Shareholders holding nominal share capital upto ̀ 1 lakh 826489 150750 977239 16.34 970892 148950 1119842 18.73 2.39

ii) Individual Shareholders holding nominal share capital in excess of ̀ 1 lakh 1022039 0 1022039 17.09 1010087 0 1010087 16.89 -0.20

c. Others (specify) i) Shares held by

Pakistani citizens vested with the Custodian of Enemy Property

0 0 0 0.00 0 0 0 0.00 0.00

ii) Other Foreign Nationals 0 0 0 0.00 0 0 0 0.00 0.00

iii) Foreign Bodies 0 0 0 0.00 0 0 0 0.00 0.00 iv) NRI / OCBs 10505 4200 14705 0.25 6230 4200 10430 0.17 -0.08

v) Clearing Members / Clearing House 0 0 0 0.00 0 0.00 0.00

vi) Trusts/HUF 418891 0 418891 7.00 250789 0 250789 4.19 -2.81

vii) Limited Liability Partnership 0 0 0 0.00 0 0.00 0.00

viii) Foreign Portfolio Investor (Corporate) 0 0 0 0.00 0 0.00 0.00

ix) Qualified Foreign Investor 0 0 0 0.00 0 0.00 0.00

Sub-Total (B)(2): 2728809 158950 2887759 48.29 2730609 157150 2887759 48.29 0.00

Total Public Shareholding (B)=(B)(1)+(B)(2) 2728809 158950 2887759 48.29 2730609 157150 2887759 48.29 0.00 C. Shares held by

Custodian for GDRs & ADRs Grand Total (A+B+C) 5821050 158950 5980000 100 5822850 157150 5980000 100 0.00


16

ii). Shareholding of Promoters

Shareholders Name Shareholding at the beginning of

the year Shareholding at the end of the year

% change in shareholding

during the year

No. of Shares

% of total shares of

the Company

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total shares of the

Company

% of Shares Pledged

/encumbered to total shares

Arvindkumar D. Sanghvi 145000 2.42 0.00 145000 2.42 0.00 0.00

Arvindkumar D. Sanghvi 115950 1.94 1.92 115950 1.94 1.92 0.00

Babulal Dalichand Sanghvi 260000 4.35 0.00 260000 4.35 0.00 0.00

Raajratna Metal Industries Ltd. 250000 4.18 0.00 250000 4.18 0.00 0.00

Tarachand Dalichand Sanghvi 130000 2.17 0.00 130000 2.17 0.00 0.00

Raajratna Stock Holding Pvt. Ltd. 6691 0.11 0.00 6691 0.11 0.00 0.00

Amritlal Kisandas Kataria 211900 3.54 0.00 211900 3.54 0.00 0.00

Kataria Metal & Alloys Pvt. Ltd. 107000 1.79 1.76 107000 1.79 1.76 0.00

Vinay Amritlal Kataria 75500 1.26 0.00 75500 1.26 0.00 0.00

Ashwin Amritlal Kataria 75000 1.25 0.00 75000 1.25 0.00 0.00


Kataria Minaxi Amritlal 59000 0.99 0.00 59000 0.99 0.00 0.00


Sanskar Metals Pvt. Ltd. 34000 0.57 0.00 34000 0.57 0.00 0.00

Vinay Alloys Steel Pvt. Ltd. 20000 0.33 0.00 20000 0.33 0.00 0.00

Laxmi Ashwin Kataria 10000 0.17 0.00 10000 0.17 0.00 0.00

Pukhraj Seshmalji Jain 121400 2.03 0.00 121400 2.03 0.00 0.00

Romit Prakashraj Jain 97200 1.63 0.00 97200 1.63 0.00 0.00

Harshidkumar Pukhrajji Jain 93500 1.56 0.00 93500 1.56 0.00 0.00

Surajmal SeshmalJi Jain 76950 1.29 1.17 76950 1.29 1.17 0.00

Prakashraj Seshmalji Jain 53800 0.90 0.89 53800 0.90 0.89 0.00

Ganeshmal Seshmalji Jain 52200 0.87 0.00 52200 0.87 0.00 0.00

Jayantilal Seshmalji Jain 45100 0.75 0.75 45100 0.75 0.75 0.00

Savitaben Babulalji Jain 26000 0.43 0.00 0 0.00 0.00 -0.43

Shantiben Jayantilal Jain 39300 0.66 0.65 39300 0.66 0.65 0.00

Naresh Babulal Jain 26000 0.43 0.00 52000 0.87 0.00 0.43

Sunny Prakashraj Jain 18200 0.30 0.30 18200 0.30 0.30 0.00


17

Praful Babulal Jain 26000 0.43 0.00 26000 0.43 0.00 0.00 Atul Ganeshmalji Jain 13500 0.23 0.00 13500 0.23 0.00 0.00 Sanjay Pukhraj Jain 13500 0.23 0.00 13500 0.23 0.00 0.00 Nancy Prakashraj Jain 9700 0.16 0.00 9700 0.16 0.00 0.00 Manjulaben Ganeshmalji Jain 6700 0.11 0.00 6700 0.11 0.00 0.00 Bharatkumar GaneshmalJi Jain 5700 0.10 0.00 5700 0.10 0.00 0.00 Mitaben Harshad Jain 3500 0.06 0.00 3500 0.06 0.00 0.00 Mukesh Pukhraj Jain 3200 0.05 0.00 3200 0.05 0.00 0.00 Sarojben Surajmal Jain 1400 0.02 0.00 1400 0.02 0.00 0.00 Sarojben Prakashraj Jain 1300 0.02 0.00 1300 0.02 0.00 0.00 Ravi Hirachand Hundia 85500 1.43 0.00 85500 1.43 0.00 0.00 Deepakkumar Ugamraj Hundia 78300 1.31 0.00 78300 1.31 0.00 0.00 Narangidevi Madanlal Hundia 73000 1.22 0.00 73000 1.22 0.00 0.00 Ugamraj M. Hundia 71600 1.20 0.00 71600 1.20 0.00 0.00 Aruna Pankaj Hundia 24634 0.41 0.00 24634 0.41 0.00 0.00 Rajendra Hundia 52100 0.87 0.00 52100 0.87 0.00 0.00 Madanlal Mishrimal Hundia 45500 0.76 0.00 45500 0.76 0.00 0.00 Babulal Mishrimal Hundia 36500 0.61 0.00 36500 0.61 0.00 0.00 Hundia Kishorechand 36200 0.61 0.00 36200 0.61 0.00 0.00 Hirachand Mishrimal Hundia 31350 0.52 0.00 31350 0.52 0.00 0.00 Jitendra Madanlal Hundia 26300 0.44 0.00 26300 0.44 0.00 0.00 Kamla Hirachand Hundia 17900 0.30 0.00 17900 0.30 0.00 0.00 Sangeeta Hundia 13700 0.23 0.00 13700 0.23 0.00 0.00 Sapna Ravi Hundia 12900 0.22 0.00 12900 0.22 0.00 0.00 Hundia Sandeep Babulal(HUF) 11000 0.18 0.00 11000 0.18 0.00 0.00 Pankaj Babulal Hundia 10800 0.18 0.00 10800 0.18 0.00 0.00 Kishorchand D. Hundia 10000 0.17 0.00 10000 0.17 0.00 0.00 Vikram Babulal Hundia 9300 0.16 0.00 9300 0.16 0.00 0.00 Vikram Babulal Hundia 22533 0.38 0.00 22533 0.38 0.00 0.00 Pradeep Madanlal Hundia 7500 0.13 0.00 7500 0.13 0.00 0.00 Hirachand Mishrimal Hundia (HUF) 7000 0.12 0.00 7000 0.12 0.00 0.00 Sunanda Hundia 6200 0.10 0.00 6200 0.10 0.00 0.00 Sandeep Babulal Hundia 20733 0.35 0.00 20733 0.35 0.00 0.00 Shantaben Babulal Hundia 5800 0.10 0.00 5800 0.10 0.00 0.00 Hundia Babulal Mishrimal 5000 0.08 0.00 5000 0.08 0.00 0.00 Shilpa Sandeep Hundia 3700 0.06 0.00 3700 0.06 0.00 0.00 Meena V. Hundia 3600 0.06 0.00 3600 0.06 0.00 0.00 Prakash Hundia 3300 0.06 0.00 3300 0.06 0.00 0.00 Sangeeta Jitendra Hundia 100 0.01 0.00 100 0.01 0.00 0.00

Total 3092241 51.71 8.36 3092241 51.71 8.36 0.00


18

iv). Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRsand ADRs)

v). Shareholding of Directors and Key Managerial Personnel

Shareholding at the

beginning of the year Cumulative Shareholding

during the year

No. of

Shares % of total shares of the Company

No. of Shares

% of total shares of the Company

At the beginning of the year 3092241 51.709 3092241 51.709

Datewise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment /transfer /bonus /sweat equity etc): 0 0 0 0

At the end of the year 3092241 51.709 3092241 51.709

iii). Change in Promoters' Shareholding (Please specify, if there is no change)

Sr. No.

Shareholding of Directors and Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding at the end of the year

No. of Shares


No. of Shares


1 AMRITLAL KISANDAS KATARIA At the beginning of the year 69000 1.15 69000 1.15

Date wise Increase/Decrease in shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity

etc): 0 0 0 0 At the end of the year 69000 1.15 69000 1.15

Sr.No For Each of the Top 10 Shareholders

Shareholding at the beginning of the year Shareholding at the end of the year

No. of Shares

% of total shares of the Company No. of Shares % of total shares of

the Company

1 Nisha Ajaykumar Bajaj 130609 2.18 130609 2.18

2 Kalpvriksh Captial Advisors Private Ltd 0 0 109960 1.84

3 Uma Agarwal 95000 1.59 95000 1.59 4 Sangeetha S 67480 1.13 85390 1.43 5 R. Wadiwala Securities Pvt Ltd 82146 1.37 82146 1.37 6 Jainam commodities Pvt Ltd 61465 1.03 60000 1.00 7 Goldmine Stock Pvt Ltd 0 0 53557 0.90 8 Shankar Agarwal 50832 0.85 50832 0.85 9 Lepid Securities Pvt ltd 100000 1.67 50000 0.84 10 South Asian Stock Ltd. 50000 0.84 50000 0.84 10 Arpit Agarwal 50000 0.84 50000 0.84 10 Apoorv Agarwal 50000 0.84 50000 0.84


19

2 PRAKASHRAJ SHESHMALJI JAIN At the beginning of the year 53800 0.90 53800 0.90



3 UGAMRAJ MISHRIMAL HUNDIA At the beginning of the year 71600 1.20 71600 1.20



4 ASHISH V SHAH At the beginning of the year 0 0 0 0


etc): 0 0 0 0 At the end of the year 0 0 0 0

5 PAWANKUMAR R MURARKA At the beginning of the year 0 0 0 0



6 JITENDRA UJAMSI MAMTORA At the beginning of the year 0 0 0 0



7 AMOL R DALAL At the beginning of the year 7405 0.12 7405 0.12



8 PUKHRAJJI S JAIN At the beginning of the year 121400 2.03 121400 2.03


etc): 0 0 0 0

At the end of the year 121400 2.03 121400 2.03


20

VI INDEBTNESSIndebtness of the Company including interest outstanding/accrued but not due for payment

Secured Loans

excluding deposits

Unsecured Loans Deposits

Total Indebtedness (Rs in Crores)

Indebtedness at the beginning of the Financial Year. i). Principal Amount 117.55 10.32 0 127.87 ii). Interest due but not paid 0.15 0 0 0.15 iii). Interest accrued but not due 0.07 0 0 0.07

Total (i+ii+iii) 117.77 10.32 0 128.09 Change in Indebtedness during the financial year

Addition 0 0 0 0 Reduction 5.64 2.35 0 7.99

Net Change -5.64 -2.35 0 -7.99 Indebtedness at the end of the Financial Year. i). Principal Amount 111.72 7.97 0 119.69 ii). Interest due but not paid 0.35 0 0 0.35 iii). Interest accrued but not due 0.06 0 0 0.06

Total (i+ii+iii) 112.13 7.97 0 120.10

9 NIPA P SHAH

At the beginning of the year 0 0 0 0


etc): 0 0 0 0 At the end of the year 0 0 0 0 10 RAMCHARAN N BERIWALA

At the beginning of the year 5500 0.09 5500 0.09


etc): 0 0 0 0 At the end of the year 5500 0.09 5500 0.09 11 AJAYKUMAR K PATEL

At the beginning of the year 0 0 0 0




21

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager :

B. Remuneration to other Directors

*Mr. Ashwin A. Kataria Ceased to be Director w.e.f 13.01.2016**Mr. Chandresh Shah Ceased to be Director w.e.f 10.03.2016

Sr. No. Particulars of Remuneration

Name of Director Total Amount of Rs.

Ugamraj Hundia Prakashraj Jain

1. Gross Salary 0 0 0 (a).

Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

0 0 0

(b). Value of perquisites under Section 17(2) Income Tax Act, 1961

0 0 0

(c). Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 0 0 0

2. Stock Options 0 0 0 3. Sweat Equity 0 0 0 4. Commission 0 0 0 - as % of profit 0 0 0 - others, specify…. 0 0 0 5. Others, please specify 0 0 0 i). Retirals 0 0 0 6. Sitting Fees 12,000 10,000 22,000 Total (A) 12,000 10,000 22,000

Sr. No.

Particulars of Remuneration

Name of Director Total

Amount of Rs.

Ashish Shah

Pawan kumar

Murarka

Jitendra Mamtora

Chandresh Shah**

Amol Dalal

Nipa Shah

Pukhraj Jain

Ashwin Kataria

*

A. K. Kataria

1 Independent Directors

Fee for attending Board/Committee Meetings 10000 8000 8000 10000 12000 8000 8000 8000 10000 82000

Commission 0 0 0 0 0 0 0 0 0 0

Others, please specify 0 0 0 0 0 0 0 0 0 0

Total (B)(1) 10000 8000 8000 10000 12000 8000 8000 8000 10000 82000

2. Other Non Executive Directors

Fee for attending Board/Committee Meetings 0 0 0 0 0 0 0 0 0 0

Commission 0 0 0 0 0 0 0 0 0 0

Others, please specify 0 0 0 0 0 0 0 0 0 0

Total (B)(2) 0 0 0 0 0 0 0 0 0 0

Total (B)= (B)(1)+ (B)(2) 10000 8000 8000 10000 12000 8000 8000 8000 10000 82000

Total Menegerial

Remunaration 10000 8000 8000 10000 12000 8000 8000 8000 10000 82000

Overall Ceiling as per the Act 1% of Net Profit


22

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Sr. No.

Particulars of Remuneration

Name of Key Managerial Personnel Total Amount of Rs, Ramcharan Beriwala Ajay K Patel

1. Gross Salary 0 (a). Salary as per provisions

contained in Section 17(1) of the Income Tax Act, 1961 583215 120000 703215

(b).

Value of perquisites under Section 17(2) Income Tax Act, 1961 0 0 0

(c). Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 0 0 0

2. Stock Options 0 0 0

3. Sweat Equity 0 0 0 4. Commission - as % of profit 0 0 0 - others, specify…. 0 0 0

5. Others, please specify - Retirals 0

Total (A) 583215 120000 703215

Type Section of the Companies Act Brief Description

Details of Penalty

/Punishment /Compounding fees imposed

Authority [RD / NCLT /

COURT]

Appeal made, if any (give

details)

A. COMPANY Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL B. DIRECTORS Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL C. OTHER OFFICERS IN DEFAULT Penalty NIL NIL NIL NIL NIL Punishment NIL NIL NIL NIL NIL Compounding NIL NIL NIL NIL NIL


23

“ANNEXURE - C”Information under section 134 (3) (m) of the Companies Act, 2013

[A] CONSERVATION OF ENERGY:

The company has Gas fired annealing furnace for annealing the stainless steel coils, whereby heat loss is reducedand higher efficiency is achieved.

The details of total energy consumption and energy consumption per unit of production is given hereunder:

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

(a) Power & Fuel Consumption : 2015-16 2014-15

(1) Electricity :-Unit 9437320 8736760Total Amount Rs. 76159008 66990613

Rate/ Unit Rs. 8.07 7.67

(2) Own Generation :-

{i} Through Diesel Generation Set:Units 50860 52840Diesel Consumed Ltrs. 15779 16818

Unit per/Ltrs of diesel 3.22 3.14Diesel cost Rs. 844743 1038189Cost per unit Rs. 16.61 19.65

{ii} Through Wind Turbine Generator:Units 7185631 6743309

(3) Furnace Oil / Diesel:-Consumption Ltrs. 255435 71458Value Rs. 5436045 4336503

Rate/ Unit Rs. 21.28 60.69

(4) Gas (PNG):-Consumption SCM 1864056 1871924Value Rs. 71173305 88993754

Rate/ Unit Rs. 38.18 47.54

(b) Consumption per unit of Production: (Standards if any)

Product- S.S.Coil (Own) M.T. 17019.917 21460.382Product- S.S.Coil (Jobwork) M.T. 3995.283 124.350Total Production 21015.200 21584.732

Electricity- Consumption Per M.T. Units 451.49 407.21Furnace Oil / Diesel- Consumption Per M.T. Ltrs. 12.15 3.31Gas (PNG)- Consumption per M.T. SCM 88.70 86.72

[B] TENCHNOLOGY ABSORPTION:

The company is using latest technology available.

[C] FOREIGN EXCHANGE EARNINGS:

Earnings Rs. 1090689 4817138

Out Go Rs. 43824960 22971998


24

“ANNEXURE-D”MANAGEMENT DISCUSSION AND ANALYSIS

In 2015, India achieved the distinction of being the third largest steel producer globally. Demand during April to Novemberrose by 5.3% and production grew by 2.4% during the same period, still the industry is going through a slowdownglobally and experts from the steel sector are saying that industry might remain tense next year as well.

The over $100 billion Indian steel industry is placing bets on rising domestic demand in the new year as it tries to counterpredatory pricing and import glut that haunted the sector in 2015. Amidst subdued demand and the spectre of Chinaflooding global markets with cheaper products, analysts predict tough 2016 for the industry worldwide but expect Indiato remain more profitable than its Asian peers helped by higher domestic economic growth and rising demand.

The outlook for the global stainless steel market is disappointing, as purchasing activity remains weak and transactionvalues continue to slide. The downward price trend encourages buyers to delay placing orders, in the belief they mayget a better deal if they wait. This adds to the usual, seasonal pattern, whereby stockists and end-users reduce theirpurchase volumes, in order to minimise their year-end inventories. Market participants have, for some time, been,cautiously, predicting some improvement in business conditions during 2016. However, as yet, there have been fewindications of any impending pickup in the fortunes of stainless steel consuming industries. India's largest stainless Steelproducer Jindal Stainless Hisar Ltd (JSHL) said investments in 2015 were muted and no major green field projects wereannounced. Most of them were in the brown field expansion category.

COMPANY OVERVIEWWe are into the business of manufacturing cold rolled stainless steel coils/strips for more than 20 years. Since inception,we have made efforts to place ourselves in a competitive position in the industry by proactively responding to ourcustomer requirements and continue to remain as one of the leading manufacturers of cold rolled stainless steel coils/strips in India and caters to both the markets domestic as well as International. At present the Company has customersfrom Tube industry, Kitchenware industry, Pumps industry, engineering products industry.

We want to leverage our strength in order to benefit ourselves in future so as to become the top most player in thecold rolled stainless steel coils/strips industry. The Company has enjoyed leading position in industry for several years, butglobal slowdown did not spare us either. Company incurred losses due to over dumping of chinese material in India,which affected the sales and profits of the company. But with good capacity and strength to provide quantity andquality material your company contracted with Jindal Stainless Hisar Ltd for processing their material on Job basis so as toutilise the ideal capacity lying with the company and to reduce its overall cost and reduce its losses further. We wish tomaintain to supply our products to corporate houses, increase our market share in the industry, produce quality productsat the competitive rates, adopt one of the best human resource practices and also secure various certifications forstandards and quality improvement. We are making all efforts to streamline the utilisation of manufacturing capacity andcome sustain the slowdown period so that when the time comes the company can get back on track with ease.

PRODUCTION PERFORMANCEThe company deals in a single product, i.e. cold rolled stainless steel coils/strips. The production of the company in2015-2016 is 21015 MT.

SWOT ANALYSISSTRENGTH & WEAKNESS

• The main competitive strength is high quality products, product innovation and technological development, efficiency,and skilled manpower.

• The challenges are linked to the cost and availability of inputs i.e raw materials, energy etc., and competition fromchinese producers.

• The business mood is cautious yet quite buoyant. But there is a lot of hard work required since the going is tough.


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OPPORTUNITIES & THREATS

• Re-instated integrated facility accredited with quality and ISO certifications.

• Acceptance of the Company products in quality-conscious markets.

• Government imposing safe-guard to save local industry.

• Sharp increase in electricity and other fuel costs.

• High cost of existing working capital finance.

• Weak price trends, coupled with slower demand growth.

RISKS AND CONCERNSThe Company is exposed to normal Industry risk factors like demand, supply constraints, Governmental policies etc. Tooptimize capacity utilization cost-effectively, the Company has been trying to address working capital concerns. Also,with increasing Government concerns on environment protection and general awareness thereon, environment protectionhas to be a core focus area.

CERTIFICATION

REAL STRIPS LIMITED is an ISO 9001-2008 Certified by B.V.Q.I.

OUT LOOK

WIND MILL DIVISION: The Company uses Green power Generation from Wind Mill. The company has its own 5 WindMills, the company's total Installed capacity of windmills is 4.90 MW (1.25MW, 0.35MW, 0.60MW (2 Mills) and 2.10MW).The generation of Units from wind mills during the year 2015-16 is 7185631 Units.

INTERNAL CONTROLS: The Company has proper and adequate systems of internal control that provides assurance onthe efficiency of operations and security of assets. An independent Internal Auditor is in place to check, audit andmonitor the process as per the Internal Audit Plan approved by the Audit Committee of the Company.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES: In the year under review, the overall industrial relations havebeen cordial and conducive to work. The Company recognizes the value and contribution of its employees, and earnestlyendeavors to create a responsive organization with emphasis on performance with responsibility and accountability.Continuous appraisal of the competencies of the personnel in line with job requirements is carried out to facilitate higherlevels of output and productivity.

CAUTIONARY STATEMENT: This report contains projections, estimates and expectations etc. which are just "forward-looking statements". Actual results could differ from those expressed or implied in this report. Important factors thatmay have impact on Company's operations includes economic conditions affecting demand / supply and price conditionsin the domestic and overseas markets, changes in the Government regulations / policies, tax laws and other statutesand other incidental factors. The Company assumes no responsibility to publicly modify or revise any forward lookingstatements on the basis of any future events or new information. Actual results may differ from those mentioned in thereport.


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ANNEXURE - IREPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance is about ensuring transparency, disclosure and reporting that conforms fully to the existinglaws of the country and to promote ethical conduct of business throughout organization. At Real Strips Ltd.,governance standards are initiated by senior management which percolate down throughout the organization.The philosophy of the Company in relation to corporate governance is to ensure transparency in all its operations,make disclosures and enhance shareholder value without compromising on compliance of with the laws and regulations.

Sound corporate governance is critical to enhance and retain trust of stakeholders. The Board of Directors fullysupports corporate governance practices in your Company with appropriate checks and balances at right placesand at right intervals. The Company has complied with all the requirements stipulated under Clause 49 of theListing Agreements and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations"), as applicable, with regard to Corporate Governance and listed below is the status withregard to same.

2. BOARD OF DIRECTORS

(a) Composition of the Board

The Board of Directors of your Company as on March 31, 2016 comprises of nine Directors out of which sevenDirectors are Non-Executive Directors including Woman Director. Non-Executive Independent Directors consist ofprofessionals drawn from diverse fields that bring in a wide range of skills and experience to the Board. No Directoris related to each other except Mr. Pukhraj Jain and Mr. Prakashraj Jain

Independent directors are non-executive directors as defined under regulation 16(1)(b)of the SEBI (Listing Obligationand Disclosure Requirements) Regulation, 2015 entered into with the Stock Exchanges. The maximum tenure ofthe independent directors is in compliance with the Companies Act, 2013. All the Independent Directors haveconfirmed that they meet the criteria as mentioned under regulation 16(1)(b) of the SEBI Listing Regulations andSection 149 of the Companies Act, 2013.

The composition of the Board of Directors and number of other Directorship & Memberships / Chairmanships ofCommittees as on March 31, 2016 are as under:

Name of Director Category of Directorship Directorship No. ofin other Chairmanship/membership

Companies in Board Committees

Mr. A.K. Kataria Chairman & Non-Executive

DIN : 00435496 Director NIL NIL

Mr. Prakashraj Jain

DIN : 00435076 Joint Managing Director 1 2

Mr. Ugamraj Hundia

DIN : 00435229 Joint Managing Director 1 NIL

Mr. Pukhraj Jain Promoter & Non-Executive


Mr. Pawankumar Murarka Independent & Non-Executive

DIN : 00123602 Director 1 3

Mr. Amol Dalal Independent &Non-Executive

DIN : 00458885 Director 2 4

Mr. Ashish Shah Independent & Non-Executive

DIN : 00007201 Director 1 NIL

Mr. Jitendra Mamtora Independent & Non-Executive

DIN : 00139911 Director 2 NIL

Ms. Nipa P. Shah Independent & Non-Executive



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Other directorships do not include alternate directorship, directorship of Private Limited Companies, Section 8Companies of the Companies Act, 2013 and Foreign Companies. Chairmanship/Membership of Board Committeesincludes membership of Audit and Stakeholder Relationship Committees in other Public Limited Companies.

None of the Directors on the Company's Board is a Member of more than 10 (ten) Committees and Chairman ofmore than 5 (five) Committees (Committees being, Audit Committee and Stakeholders' Relationship Committee)across all the companies in which he/she is Director. All the Directors have made necessary disclosures regardingCommittee positions held by them in other companies and do not hold the office of Director in more than 10 (ten)public companies as on March 31, 2016.

(b) Board Procedure:

Board met six times during the year under review on 30th May, 2015; 11th August, 2015; 23rd September, 2015;5th November, 2015; 14th February, 2016 and 10th March, 2016. The intervening gap between the meetingswas within the period prescribed under the Companies Act, 2013 and Regulation 17(2) of the SEBI (ListingObligation and Disclosure Requirements) Regulation, 2015.

The required information as enumerated in Part A of Schedule II to SEBI Listing Regulations is made available to theBoard of Directors for discussions and consideration at every Board Meetings. The agenda and the papers forconsideration at the Board Meeting are circulated to the Directors in advance. Adequate information is circulatedas part of the Board Papers and is also available at the Board Meeting to enable the Board to take informeddecisions. As required under Regulation 17(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulation,2015, the Board periodically reviews compliances of various laws applicable to the Company.

The attendance of each Director at the Board Meetings and last Annual General Meeting held during the yearunder review are as under:

Name of Directors Meetings Attendance atHeld Attended last AGM held on

24th Septmber, 2015

Mr. A.K. Kataria 6 5 Yes

Mr. Prakashraj Jain 6 5 Yes

Mr. Ugamraj Hundia 6 6 Yes

Mr. Ashwin A. Kataria* 6 4 Yes

Mr. Pukhraj Jain 6 4 No

Mr. Pawankumar Murarka 6 4 No

Mr. Chandresh Shah** 6 5 No

Mr. Amol Dalal 6 6 Yes

Mr. Ashish Shah 6 5 Yes

Mr. Jitendra Mamtora 6 4 No

Ms. Nipa P. Shah 6 4 Ye

*Ceased to be Director w.e.f 13.01.2016

**Ceased to be Director w.e.f 10.03.2016


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(c) Independent Directors' Meeting:

The Independent Directors met on 10th March, 2016, without the attendance of Non-Independent Directors andmembers of Management. The Independent Directors were present at such meeting reviewed the performanceof non-independent directors and the Board as a whole; the performance of the Chairperson of the Company,taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantityand timeliness of flow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

(d) Evaluation of the Board's Performance:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees andindividual Directors, including the Chairman of the Board. The exercise was carried out through a structuredevaluation process covering various aspects of the Boards functioning such as composition of the Board & committees,experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercisewas carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluatedon parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguardingof minority shareholders interest etc.

(e) Code of Conduct:

The Board has laid down a Code of Conduct and Business Ethics (“THE CODE") for all the Board Members andSenior Management of the Company. The Code is available on the website of the Company www.realstrips.com. AllBoard Members and Senior Management Personnel have affirmed compliance of the Code of Conduct. A declarationsigned by the Chairman and Managing Director to this effect is attached at the end of this report.

The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per theprovisions of the Companies Act, 2013.

(f) Disclosures regarding appointment/re-appointment of Directors:

Mr. Prakashraj jain and Mr. Pukhraj Jain, are retiring at the ensuing Annual General Meeting and being eligible, haveoffered them selves for re-appointment.

A brief resume and the profile of directors retiring by rotation eligible for re-appointment at the ensuing AnnualGeneral Meeting of the Company are given in the notice of Annual General Meeting, annexed to this AnnualReport.

3. Committees of the Board

A) Audit Committee:

(a) Constitution & Composition of Audit Committee:

The Audit Committee of the Company was constituted on 6th June, 2012 and subsequently reconstituted fromtime to time to comply with statutory requirement.

During the year under review Audit Committee Meetings were held four times on 30th May, 2015; 11th August, 2015;5th November, 2015 and 14th February, 2016. The intervening gap between the meetings was within the periodprescribed under Regulation18(2)(a) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

The Composition of the Audit Committee and details of attendance of the members at the committee meetingsduring the year are given below:

Name category No. of Meetings duringthe year

Held Attended

Mr. Amol Dalal (Chairman) Independent & Non-executive director 4 4

Mr. Prakashraj jain Joint Managing Director 4 4

Mr. Pawankumar Murarka Independent & Non-executive director 4 4


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The Chief Financial Officer, representatives of statutory auditors, internal audit and finance & accounts departmentare invited to the meetings of the Audit Committee.

Mr. Ajay Patel, Company Secretary and Compliance Officer act as Secretary of the Committee. The Chairman of theCommittee was present at the last Annual General Meeting held on 24th September, 2015.

The Committee discharges such duties and functions generally indicated in Regulation 18(3) of the SEBI(Listing Obligation and Disclosure Requirements) Regulation, 2015 and Section 177 of the Companies Act, 2013and such other functions as may be specifically delegated to the Committee by the Board from time to time.

(b) Broad Terms of reference:

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation18(3)of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Section 177 of the CompaniesAct, 2013.The brief terms of reference of Audit Committee are as under:

1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensurethat the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon beforesubmission to the board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board'sreport in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Modified opinion(s) in the draft audit report

5. Reviewing, with the management, the quarterly financial statements before submission to the board forapproval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other thanthose stated in the offer document / prospectus / notice and the report submitted by the monitoringagency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendationsto the Board to take up steps in this matter;

7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internalcontrol systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,staffing and seniority of the official heading the department, reporting structure coverage and frequency ofinternal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;


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15. Reviewing the findings of any internal investigations by the internal auditors into matters where there issuspected fraud or irregularity or a failure of internal control systems of a material nature and reporting thematter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as wellas post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading thefinance function or discharging that function) after assessing the qualifications, experience and background,etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Review of Information by Audit Committee:

1. The Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions submitted by management.

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor.

B) Nomination & Remuneration Committee:

(a) Constitution & Composition of Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company was constituted on 30th January, 2002 andsubsequently reconstituted from time to time to comply with statutory requirement.

During the year under review Nominat ion & Remuneration Committee Meetings were held on13th January, 2016 and 10th March, 2016.

The composition of the Nomination & Remuneration Committee and details of meetings attended by themembers are given below:

Name category No. of Meetings duringthe year

Held Attended

Mr. Pawankumar Murarka Independent & Non-executive director 2 2(Chairman)

Mr. Amol Dalal Independent & Non-executive director 2 2

Mr. A. K. Kataria Non - Executive Director 2 2

(b) Brief Terms of reference:

The brief terms of reference of Nomination & Remuneration Committee are as under:

i). Formulation of the criteria for determining qualifications, positive attributes and independence of a director andrecommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel andother employees;.

ii). Formulation of criteria for evaluation of Independent Directors and the Board.

iii). Devising a policy on Board diversity.

iv). Identifying persons who are qualified to become directors and who may be appointed in senior management inaccordance with the criteria laid down and recommend to the Board their appointment and removal;


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v). To recommend / review remuneration of the Managing Director(s) and Whole-time Director(s)/Executive Director(s)based on their performance and defined assessment criteria;

vi). To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutorynotification, amendment or modification, as may be applicable.

(c) Remuneration Policy:

(i) Remuneration to Non-Executive Directors

At present the Company does not have the policy of payment of remuneration to non executive directorsexcept by way of sitting fees for attending the meeting of the Board or a committee thereof.

(ii) Remuneration to Executive Directors

The Company has credible and transparent policy in determining and accounting for the remuneration ofExecutive Directors. Their remuneration is governed by external competitive environment, track record,potential, individual performance and performance of the Company as well as industrial standards. Theremuneration determined for the Executive Directors is subject to the approval of Remuneration Committeeof the Board of Directors.

(d) Details of Remuneration:

(i) Non-Executive Directors:

The details of sitting fees and commission paid to Non-Executive Directors during the financial year 2015-16is as under:

Name Commission Sitting Fees Total

Mr. A.K. Kataria 0 10000 10000

Mr. Ashwin A. Kataria* 0 8000 8000

Mr. Pukhraj Jain 0 8000 8000

Mr. Pawankumar Murarka 0 8000 8000

Mr. Chandresh Shah** 0 10000 10000

Mr. Amol Dalal 0 12000 12000

Mr. Ashish Shah 0 10000 10000

Mr. Jitendra Mamtora 0 8000 8000

Ms. Nipa P. Shah 0 8000 8000



There were no other pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company.

(ii) Executive Directors:

A detail of remuneration paid/payable to Chairman & Managing Director and Whole Time Directors during thefinancial year 2015-16 is as under:.

(Rupees)

Name Salary Perquisites & Bonus CommissionAllowances

Mr. Prakashraj Jain NIL

Mr. Ugamraj Hundia NIL


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(iii) Details of shares of the Company held by Directors as on 31st March, 2016 are as under:

Sr. No. Name of the Director No. of shares held as on 31.03.2016

1. Mr. Amritlal K. Kataria 69000

2. Mr. Prakashraj Jain 53800

3. Mr. Ugamraj Hundia 71600

4. Mr. Chandresh Shah * 13000

5. Mr. Pukhraj Jain 121400

6. Mr. Pawankumar Murarka NIL

7. Mr. Ashwin A. Kataria** 75000

8. Mr. Amol R. Dalal 7405

9. Mr. Ashish Shah NIL

10. Mr. Jitendra Mamotra NIL

11. Ms. Nipa P. Shah NIL



The Company does not have any Employees' Stock Option Scheme and there is no separate provision for paymentof Severance Fees.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remunerationcommittee. An indicative list of factors that may be evaluated include participation and contribution by a director,commitment, effective deployment of knowledge and expertise, effective management of relationship withstakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

C) Stakeholders grievance committee:

(a) Constitution & Composition of Stakeholder Relationship Committee:

The Stakeholder Relationship Committee of Directors was constituted on 30th January, 2002 and subsequentlyreconstituted from time to time to comply with statutory requirement.

During the year under review Stakeholder GrievanceCommittee Meeting was held ondated 10th December, 2015; 31st December, 2015 and 29th February, 2016.

The composition of the Stakeholder GrievanceCommittee and details of meetings attended by the membersare given below:

Name Category No. of Meetings duringthe year

Held Attended

Mr. Amol Dalal (Chairperson) Independent & Non-executive director 3 3

Mr. Pawankumar Murarka Independent & Non-executive director 3 3

Mr. Prakashraj Jain Joint Managing Director 3 3


33

(b) Compliance officer : Ajay Patel (Company Secretary)

(c) Brief terms of reference:

The brief terms of reference of Stakeholder Relationship Committee are as under:

(i) To look into the redressal of shareholders and investors complaints like transfer of shares, non-receipt ofAnnual Report, non-receipt of declared dividend, revalidation of dividend warrant or refund order etc.

(ii) To consider and resolve the grievances of security holders of the company.

(d) Details of complaints received and redressed during the year:Opening Balance During the year Pending Complaints

Received Resolved

NIL NIL NIL NIL

4. Subsidiary Companies:

The Company does not have any subsidiary company

5. Vigil Mechanism:

The Company encourages an open door policy where employees have access to the Head of the Business /Function. In terms of the Real Strips's Code of Conduct, any instance of non-adherence to the Code or any otherobserved unethical behaviour is brought to the attention of the immediate reporting authority, who is required toreport the same to the Head of Corporate Human Resources Department.

6. General Body Meetings:

(a) Annual General Meetings:

The date, time and location of the Annual General Meetings held during the preceding 3 years and specialresolutions passed thereat are as follows:

Financial Year Date Location of Meeting Time No. of specialResolutions passed

2014-15 24.09.2015 Atma Hall (Ahmedabad Textile Mills 05:00 p.m. NILAssociations), Ashram Road, Ahmedabad

2013-14 23.09.2014 Atma Hall (Ahmedabad Textile Mills 11.30 a.m 7Associations), Ashram Road, Ahmedabad

2012-13 25.09.2013 Atma Hall (Ahmedabad Textile Mills 10.00 a.m NILAssociations), Ashram Road, Ahmedabad

(b) Whether special resolutions were put through postal ballot last year, details of voting pattern:No

(c) Whether any resolutions are proposed to be conducted through postal ballot:

No Special Resolution requiring a Postal Ballot is being proposed at the ensuing Annual General Meeting of theCompany.

(d) Procedure for postal ballot:

Prescribed procedure for postal Ballot as per the provisions contained in this behalf in the Companies Act,2013 and the rules made there under as amended from time to time shall be complied with whenevernecessary.

7. Disclosures:

a) There were no materially significant Related Party Transactions and pecuniary transactions that may havepotential conflict with the interest of the Company at large. The details of Related Party Transactions aredisclosed in financial section of this Annual Report.


34

b) In the preparation of the financial statements, the Company has followed the accounting policies and practicesas prescribed in the Accounting Standards.

c) Management Discussion and Analysis Report is set out in a separate Section included in this Annual Report andforms part of this Report.

d) There has been no instance of non-compliance by the Company on any matter related to capital marketsduring the last three years and no penalties or strictures have been imposed on the Company by the StockExchanges or SEBI or any statutory authority.

e) The Chief Executive Officer and the Chief Financial Officer have furnished a Certificate to the Board for theyear ended on March 31, 2016 in compliance with Regulation 17(8) of the SEBI (Listing Obligation andDisclosure Requirements) Regulation, 2015.

f ) A qualified Practicing Company Secretary carried out a reconciliation of Share Capital Audit to reconcile thetotal admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL) and the total issued and listed capital. The secretarial audit confirms that the totalissued/paid-up capital of the Company is in agreement with the total number of shares in physical form andthe total number of dematerialized shares held with NSDL and CDSL.

g) The designated Senior Management Personnel of the Company have disclosed to the Board that no material,financial and commercial transactions have been made during the year under review in which they havepersonal interest, which may have a potential conflict with the interest of the Company at large.

8. The policy on materiality and dealing with related party transactions is put on website of the Company atfollowing link: www.realstrips.com.

9. Details of Compliance with mandatory requirements and adoption of non-mandatory requirements:

The Company has complied with all mandatory requirements of clause 49 of the Listing Agreement uptoNovember 30, 2015 and Regulation 17 to 27, clause (b) to (i) of 46(2) of the Listing Regulations w.e.f.December 1, 2015 and has voluntary complied with following non-mandatory requirements:

(i) Financial statements of the Company are un-modified.

(ii) With a view to regulate trading in securities by the directors and designated employees, the Companyhas adopted a Code of Conduct for Prohibition of Insider Trading.

(iii) The company has put in place succession plan for appointment to the Board and to senior management.

10. Means of Communication:

The quarterly, half-yearly and annual results are published in widely circulating national and local dailies such as“Economic Times” (English & Gujarati). These results are not sent individually to the shareholders but are puton the website of the Company.

The Company's financial results, press release, official news and presentations to investors are displayed onthe Company's web site www.realstrips.com.

11. General Shareholders Information:

(a) Annual General Meeting

Date Time Venue

26th September, 2016 11.30 a.m Atma Hall (Ahmedabad Textile Mills Association),Ashram Road, Ahmedabad - 380009


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(b) Financial Calendar(2016-17)

(tentative)

Annual General Meeting : In the month of September, 2017

Quarterly Results

Quarter ending on June 30, 2016 Second Week of August, 2016

Quarter ending on September 30, 2016 : First Week of November, 2016

Quarter ending on December 31, 2016 : Second Week of February, 2017

Annual Result of 2016-17 : Last week of May, 2017

(c) Book Closure Date: 16th September, 2016 to 24th September, 2016.

(Both days inclusive)

(d) Dividend Payment Date: Within 30 Days of Declaration.

(e) Listing on Stock Exchanges: Bombay Stock Exchange Ltd.

Listing fees have been paid for the year 2016-17 as per the Listing Agreement with the respective StockExchanges.

(f) Stock Code: BSE, Mumbai 513558

(g) Demate ISIN Number for NSDL & CDSL : INE183B01014

(h) Market Price Data: Market price data at the Stock Exchange, Mumbai for the year 2015-16 is given below:

Month Highest (Rs.) Lowest (Rs.)

April 2015 22.00 17.60

May 2015 22.45 16.45

June 2015 21.30 14.20

July 2015 20.90 15.45

August 2015 19.25 13.75

September 2015 20.70 13.25

October 2015 19.70 14.70

November 2015 18.50 13.50

December 2015 17.00 14.45

January 2016 18.00 10.90

February 2016 14.25 10.01

March 2016 13.39 7.25

Registrar and Transfer Agents : M/s MCS Share Transfer Agent Limited

101, Shatdal Complex, 1st Floor,

Opp Bata Show Room, Ashram Road,

Ahmedabad - 380009

Contact Person : Mr. Balasubramaniam/Mr.Jagdish Patel

Contact Telephone No. : (079)26580461 / 26580462 / 26580463

Mobile No. : 09327055153/09898737835


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(i) Share Transfer System:

MCS Share Transfer Agent Limited has been acting as the Depository Registrar for establishing connectivity withNSDL and CDSL for Demat Segment and for physical segment as well with effect from 1st April, 2003. MCS ShareTransfer Agent Limited uses computerized share transfer system for processing transfer of shares. On the basis ofperiodic report on various requests received from the shareholders, share transfer and other requests are placedfor approval of Shareholders' Grievances Committee. The Company obtains from Mr. Ashwin Shah, Company Secretaryin practice half yearly certificate of compliance with the share transfer formalities as required under Regulation 40(9) ofthe SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and files a copy of the certificatewith the Stock Exchanges.

The Company's representatives visit the office of the Registrar and Share Transfer Agents from time to time tomonitor, supervise and ensure that there are no delays or lapse in the system.

(j) Distribution of Shareholding:

• Distribution of shareholding as on 31.03.2016 is given below:

No. of Equity Number of % of No. of % ofShares held Shareholders Shareholders shares held Shareholding

1 - 5000 2369 94.2323 1034507 17.2994

5001 - 10000 55 2.1877 407733 6.8183

10001 -20000 30 1.1933 427855 7.1548

20001- 30000 12 0.4773 297729 4.9787

30001- 40000 6 0.2387 212350 3.5510

40001- 50000 9 0.3580 416229 6.9604

50001-100000 23 0.9149 1601778 26.7856

100001 & above 10 0.3978 1581819 26.4518

GRAND TOTAL 2514 100 5980000 100

Physical Mode 858 34.13 157150 2.63

Electronic Mode 1656 65.87 5822850 97.37

• Category of shareholders as on 31st March, 2016:

Category No. of Shares Held Percentage Held

Promoter Holding

(a) Indian Promoters 26,74,550 44.72

(b) Foreign Promoters

(c) Persons Acting in Concert 4,17,691 6.99

Non-Institutions 21,29,929 35.62

Resident Individuals & Corporates

NRI's / HUF / Bodies Corporate 7,57,830 12.67

Grand Total 59,80,000 100.00

(k) Dematerialization of Shares and Liquidity:

58,22,850 equity shares representing 97.37% of the total Equity Capital of the Company are held in a dematerialisedform with National Securities Depository Limited (NSDL) and Central Depositories Services (India) Limited (CDSL)as on 31st March, 2016.

The Secretarial Audit Report from Mr. Ashwin Shah, Company Secretary in practice confirming that the total issuedcapital of the Company is in aggregate with the total number of equity shares in physical form and the total numberof dematerialized equity shares held with NSDL and CDSL is placed before the Board on a quarterly basis. A copy ofthe Audit Report is submitted to the stock exchanges where the equity shares of the Company are listed.


37

(l) Corporate Benefits to Shareholders:

a. Dividend declared for the last seven years

b. Transfer of Unclaimed amounts to Investor's Education and Protection Fund

All unclaimed/unpaid dividend amount up to financial year 2007-08 have been transferred to Investors Education& Protection Fund and no claim will lie against the Company or the funds in respect of the unclaimed amountso transferred.

(m) Outstanding GDRs/ ADRs/ Warrants and Convertible instruments, conversion date and likelyimpact on equity: Not Applicable.

(n) Plant Location :

Survey No.-245,

Village - Sari, Taluka - Sanand,

Ahmedabad-Bavla Highway,

Dist. - Ahmedabad, Pincode - 382 220

Contact No - 9824211499

Email ID - [email protected]

Correspondence with the Company:

Address for correspondence with the Company is:

Mr. Ramcharan Beriwala

Real Strips Limited

401-402 "Florence" Opp. Ashram Road Post Office

Ashram Road

Ahmedabad - 380 009

Contact Telephone No - (079) 26588788.

Fax No - (079) 40068261

Website: www.realstrips.com

Email ID: [email protected]; [email protected]

Financial Year

Dividend Declaration Date

Dividend per equity share (Rs.)

Dividend Rate (%)

Face Value per equity share (Rs.)

Dividend per preference share (Rs.)

Dividend Rate (%)

Face Value per preference share (Rs.)

2009-10 25.09.2010 1 10 10 - - - 2010-11 24.09.2011 1 10 10 - - - 2011-12 22.09.2012 1 10 10 - - - 2012-13 25.09.2013 0.80 8 10


38

To,The members ofReal Strips LimitedWe have examined the compliance of Corporate Governance by Real Strips Limited ("The Company") for the yearended on 31st March, 2016 as stipulated in Clause 49 of the Listing Agreement and the applicable regulations of SEBI(Listing Obligations and Disclosures) Regulations 2015 of the said Company with the Stock Exchanges.The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination waslimited to a review of procedures and implementations thereof adopted by the Company for ensuring the compliance ofthe conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the Company.In our opinion and to the best of our information and according to the explanations given to us, we certify that theCompany has complied with the conditions of Corporate Governance as stipulated in the Clause 49 of the abovementioned Listing Agreement and the applicable regulations of SEBI (Listing Obligations and Disclosures) Regulations2015.We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

Place : Ahmedabad CSAshwin ShahDate : 12th August, 2016 Company Secretary

C. P. No. 1640

CEO / CFO CERTIFICATETO WHOMESOEVER IT MAY CONCERN

We Certify to the Board that:(a) We have reviewed the financial statements and the cash flow statement of Real Strips Limited for the year and

that to the best of our knowledge and belief:(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements

that might be misleading;(ii) These statements together present a true and fair view of the Company's affairs and are in compliance with

existing accounting standards, applicable laws and regulations.(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year

which are fraudulent, illegal or violative of the Company's code of conduct.(c) We accept responsibility for establishing and maintaining internal controls and that we have evaluated the

effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the AuditCommittee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the stepswe have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit Committee:-(i) There have been no significant changes in internal control during the year;(ii) There have been no significant changes in accounting policies during the year and that the same have been

disclosed in the notes to the financial statements; and(iii) There have been noinstances of significant fraud of which we have become aware and the involvement

therein, if any of the management or an employee having a significant role in the company's internal controlsystem.

For Real Strips Limited

Date: 30th May, 2016 Ramcharan Beriwala Shri Prakashraj Jain

Place: Ahmedabad Chief Finance Officer Jt. Managing Director


39

INDEPENDENT AUDITOR’S REPORTTO

THE MEMBERS OF

REAL STRIPS LIMITED,

Report on the Financial Statements

Report on the Financial Statements

We have audited the accompanying financial statements of REAL STRIPS LIMITED ("The Company"), which comprisesthe Balance Sheet as at March 31, 2016 the Statement of Profit and Loss and Cash Flow Statement for the year thenended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair viewof the financial position, financial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, readwith Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into accountthe provisions of the Act, the accounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financialstatements. The procedures selected depend on the auditors' judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, theauditor considers internal financial control relevant to the Company's preparation of the financial statements that give atrue and fair view, in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the financial statements.

Matter of Emphasis:

Some of accounts of trade payables, trade receivables, loans & advances including squared up accounts and unsecuredloan are subject to confirmation from the respective parties and necessary adjustments and/or proper classificationthereof, if any, will be made on its reconciliation and/or settlement.

Opinion

In our opinion and to the best of our information and according to the explanations given to us read with the notes toaccounts, the aforesaid financial statements give the information required by the Act in the manner so required and givea true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of theCompany as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.


40

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("The Order") issued by the Central Government ofIndia in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on thematters specified in the paragraph 3 and 4 of the Order, to the extent applicable for the year under consideration.

2. As required by Section 143 (3) of the Act, we broadly report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books.

(c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Reportare in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken onrecord by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from beingappointed as a director in terms of Section 164 (2) of the Act; and

(f ) With respect to the adequacy of internal financial controls over financial reporting of the company and theoperating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and accordingto the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financialstatements;

ii. The Company has made provision as at March 31, 2016, as required under the applicable law or accountingstandards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There is no fund required to be transferred to the Investor Education and Protection Fund by theCompany.

FOR, MEHTA LODHA & CO.(FIRM REGD. NO: 106250W)CHARTERED ACCOUNTANTS

PRAKASH D SHAHPLACE: AHMEDABAD PARTNERDATE: 30th May, 2016 M.No. 34363


41

ANNEXURE TO THE AUDITOR'S REPORT[ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OFREAL STRIPS LIMITED, FOR THE YEAR ENDED ON 31ST MARCH, 2016]i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation

of fixed assets.

(b) The fixed assets are physically verified by the Management at regular intervals and no material discrepancieshave been noticed on such verification.

(c) The title deeds of immovable properties, as disclosed in Note 2.10 on fixed assets to the financial statements,are held in the name of the Company.

ii. The physical verification of inventory has been conducted at reasonable intervals by the Management during theyear. The discrepancies noticed on physical verification of inventory as compared to book records were not materialand have been appropriately dealt with in the books of accounts.

iii. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered inthe register maintained under section 189 of the Companies Act, 2013 ('the Act') and accordingly Paragraph (iii)Sub Clause (a), (b) and (c) of the Order are not applicable.

iv. In our opinion, and according to the information and explanations given to us, the Company has not made anyinvestment or advances as per section 185 and 186 of the companies Act, 2013 and accordingly Paragraph (iv) ofthe Order are not applicable.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 ofthe Act and the Rules framed there under to the extent notified and accordingly Paragraph (v) of the order notapplicable to the Company.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost recordsas specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same andare of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. Wehave not, however, made a detailed examination of the records with a view to determine whether they areaccurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us,in our opinion, the Company is generally regular in depositing undisputed statutory dues including providentfund, employees' state insurance, Pension Fund, income tax, service tax, duty of customs, duty of excise,cess and other material statutory dues, as applicable with the appropriate authorities.

Further no undisputed amounts payable in respect of above dues were in arrears as at 31st March 2016 for aperiod of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us,following are the details of outstanding dues in respect of Income tax, wealth tax, service tax, duty ofcustoms, duty of excise, value added tax or cess, which have not been deposited on account of any dispute:-

Name of the Nature of dues ` in Lakhs Financial Year to Forum where disputeStatute which the is pending

amount relates

Central Excise Act, Penalty 1.00 2003-04 Hon'ble CESTAT1944 Customs Act,1962 Finance Act,1994 (Co Applicant)

Central Excise Act, Service Tax 1.37 2008-09 & Hon'ble Gujarat High Court1944 (Penalty) 2009-10

Central Excise Act, Service Tax 1.59 2010-11 Hon'ble CESTAT1944 (Penalty)

Central Excise Act, Service Tax 7.42 2011-12 Hon'ble CESTAT1944 (Duty)

Income Tax Act, Income Tax 92.30 2011-12 Hon'ble Commissioner of1961 Income Tax (Appeals)


42

viii. According to the records of the Company examined by us and the information and explanation given to us, theCompany has defaulted in following repayment of loans or borrowings from financial institution or bank or Governmentor dues to debenture holders as at the balance sheet date and the same details are as under.

The above data has been determined on the basis of the records of the company and appropriation of theamount made by the company.

ix. In our opinion, and according to the information and explanations given to us, company does not raised money byway of initial public offer or further public offer (including debt instrument) and term loan were applied for thepurpose for which those raised; and accordingly the said Paragraph (ix) of the order are not applicable.

x. During the course of our examination of the books and records of the Company, carried out in accordance with thegenerally accepted auditing practices in India, according to the information and explanations given to us, we haveneither come across any instance of material fraud by the Company or on the Company by its officers or employees,noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has not paid/ provided for managerial remuneration during the year and accordingly Paragraph (xi) ofOrder is not applicable.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions ofParagraph (xii) of the Order is not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177and 188 of the Act. The details of such related party transactions have been disclosed in the financial statementsas required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act,read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review. Accordingly, the provisions of Paragraph (xiv) of the Order are notapplicable to the Company.

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him.Accordingly, the provisions of Paragraph (xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.Accordingly, the provisions of Paragraph (xvi) of the Order are not applicable to the Company.

FOR, MEHTA LODHA & CO.

(FIRM REGD.NO: 106250W)

CHARTERED ACCOUNTANTS

PRAKASH D. SHAH

Place: AHMEDABAD PARTNER

Date: 30th May, 2016 M. No.34363

Particulars Nature of Facility

Amount of Default as on 31/03/2016 (Rs in Lakhs) Period of Default

Principal Interest Total State Bank of

India Term Loan 70.00 7.33 77.33 From 31/03/2016

State Bank of India

Cash Credit 297.63 67.57 365.20 Account overdue from

31/01/2016

IDBI Bank Cash Credit 1769.89 Nil 1769.89 Account overdue from

23/10/2015

Total 2137.52 74.90 2212.42


43

ANNEXURE B TO INDEPENDENT AUDITORS' REPORTReferred to in paragraph 2(f) of the Independent Auditor's Report of even date to the members of Real Strips Limitedon the financial statements for the year ended March 31st, 2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of Real Strips Limited ("The Company") as of March 31st,2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishing and maintaining internal financial controls based on the internal controlover financial reporting criteria established by the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies,the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of theaccounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit.We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicableto an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financial reporting was established and maintainedand if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls systemover financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists,testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on theCompany's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial control over financial reporting includes those policies and procedures that

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositionsof the assets of the company;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion orimproper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk thatthe internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting andsuch internal financial controls over financial reporting were operating effectively as at March 31st, 2016 based on the internal controlover financial reporting criteria established by the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

FOR, MEHTA LODHA & CO.(FIRM REGD.NO: 106250W)

CHARTERED ACCOUNTANTSPRAKASH D. SHAH

Place: AHMEDABAD PARTNERDate: 30th May, 2016 M. No.34363


44

BALANCE SHEET AS AT 31ST MARCH 2016

Sr. PARTICULARS Note As at As atNo. No. 31st March 2016 31st March 2015

` `

EQUITY AND LIABILITIESShareholders’ funds

(a) Share Capital 2.01 59,750,000 59,750,000(b) Reserves & Surplus 2.02 (52,703,705) 383,944,121

Non - Current liabilities(a) Long Term Borrowings 2.03 35,000,000 54,000,000(b) Deferred Tax Liability (Net) 2.04 46,089,100 39,358,100(c) Other Long Term Liabilities 2.05 147,144,308 -

Current liabilities(a) Short-term borrowings 2.06 1,135,865,179 1,195,638,356(b) Trade Payables 2.07 295,996,161 394,395,098(c) Other current liabilities 2.08 48,132,976 58,495,115(d) Short Term Provisions 2.09 2,633,901 3,123,502

TOTAL 1,717,907,920 2,188,704,292

ASSETSNon-current Assets

(a) Fixed Assets(i) Tangible Assets 2.10 529,117,214 498,628,560(ii) Intangible Assets 2.10 684,931 1,115,644(iii) Capital work-in-progress 2.10 2,283,510 54,203,778

(b) Non-current Investments 2.11 530,370 530,370(c) Long-term loans and advances 2.12 7,931,068 16,247,708(d) Other Non-Current Assets 2.13 34,784,226 40,489,312

Current Assets(a) Inventories 2.14 241,716,987 412,886,183(b) Trade Receivables 2.15 844,627,692 1,104,313,397(c) Cash and Bank Balances 2.16 2,392,997 829,635(d) Short-term loans and advances 2.17 52,848,465 57,203,200(e) Other Current assets 2.13 990,460 2,256,505

TOTAL 1,717,907,920 2,188,704,292

Significant Accounting Policies 1Notes to Accounts 2The accompanying notes are an integral part of the financial statements.

Prakashraj S. Jain Joint Managing Director DIN: 00435076 Ugamraj M. Hundia Joint Managing Director DIN: 00435229 Ramcharan Beriwala Chief Financial Officer

Ajay Patel Company Secretary

This is the Balance Sheet referred For & on behalf of the Board of Directorsto in our report of even date attached of Real Strips Limited

For & on behalf ofMehta Lodha & Co.Firm Registration No: 106250WChartered AccountantsPrakash D. ShahPartnerMember Ship No 34363Place: AhmedabadDate: 30th May, 2016


45

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016 Sr. PARTICULARS Note 2015-2016 2014-2015 No. No. ` `

Continuing OperationsA Income

Revenue from operations (Gross) 2.18 2,141,101,920 3,827,697,962Less : Excise duty 221,891,417 1,919,210,503 412,226,247 3,415,471,715

Other Income 2.19 13,925,088 32,326,329

Total Revenue 1,933,135,591 3,447,798,044

B ExpenditureCost of Raw Materials Consumed - HotRolled Stainless Strips/Coils 1,473,415,851 2,123,659,718Purchase of Traded Goods-Cold 19,883,659 802,051,506Rolled Stainless Strips/CoilsChanges in Inventories of FinishedGoods and Work-in-Progress 2.20 95,631,842 66,948,507Employee Benefits Expenses 2.21 71,412,468 67,689,825Finance Costs 2.22 120,254,842 113,082,806Depreciation and amortization expenses 2.10 42,614,267 40,044,574Other Expenses 2.23 311,817,676 277,485,942Preliminary Expenses Written off 146,056 197,572

Total Expenses 2,135,176,661 3,491,160,450

Profit/ (Loss) before Tax (A-B) (202,041,070) (43,362,406)

Tax ExpensesCurrent Tax - -Less: MAT Credit Entitlement - -Short/ (Excess) Provision of Tax / MAT 42 (188,669)Credit Entitlement for earlier yearWealth tax - 14,600Deferred Tax 6,731,000 5,983,000

Profit /(Loss) for the year fromcontinuing operation (208,772,112) (49,171,337)

carried to Balance sheetAdd/(Less) : Extraordinary Items (228,182,229) -Add/(Less) : Prior Period Adjustment 2.24 306,515 (945)

Profit for the year from continuingoperation carried to Balance sheet (436,647,826) (49,172,282)

Earnings per equity share of FaceValue ` 10 each: 2.25 (73.02) (8.22)Basic and diluted (In ̀ )

Significant Accounting Policies 1Notes to Accounts 2The accompanying notes are an integral part of the financial statements.

Prakashraj S. Jain Joint Managing Director DIN: 00435076 Ugamraj M. Hundia Joint Managing Director DIN: 00435229 Ramcharan Beriwala Chief Financial Officer


As per our report of even date attached For & on behalf of the Board of Directorsof Real Strips Limited



46

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2016PARTICULARS Year Ended Year Ended

31st March 2016 31st March 2015` `

A. CASH FLOW FROM OPERATING ACTIVITIES :Profit / (Loss) before tax and extraordinary items (202,041,070) (43,362,406)Adjustments for :Depreciation 42,614,267 40,044,574Preliminary expenses written off 146,056 15,001Financial Expenses ( Net ) 120,254,842 113,082,806Loss/(Profit) on sale of Fixed Asset (431,067) 87,944Interest income (4,154,397) (6,330,552)Dividend Income (6,054) (1,312)

158,423,647 146,898,461Operating Profit/(Loss) before working capital (43,617,423) 103,536,055changes Adjustments for :Assets-Trade Receivables 259,685,705 60,956,720-Other Current Assets 1,266,045 --Inventories 171,169,196 172,694,973-Short Term Loans & Advances 4,954,677 20,779,104-Long Term Loans & Advances 8,316,640 12,845,774-Other Non Current Asset 5,559,030Liabilities-Trade Payables (98,398,937) 146,480,580-Other Current Liabilities (12,322,428) (27,134,224)-Short term Provision (489,601) 897,344

339,740,327 387,520,271Cash generated from operations : 296,122,904 491,056,326- Direct taxes paid/payable (599,984) (4,351,829)Cash flow before extra-ordinary items :Extraordinary items (228,182,229) -Prior Period adjustment 306,515 (227,875,714) (945) (945)NET CASH FROM OPERATING ACTIVITIES (A) 67,647,206 486,703,552

B. CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Investment - -Dividend Income 6,054 1,312Sale of Fixed Asset 995,552 879,400Purchase of Fixed Assets and change in Capital Work-in-progress (21,316,425) (75,655,277)NET CASH USED IN INVESTING ACTIVITIES (B) (20,314,819) (74,774,565)

C. CASH FLOW FROM FINANCING ACTIVITIES:Interest Income 4,154,397 6,330,552Repayments of Long Term Borrwings (19,000,000) (37,000,000)Repayment of Short Term Borrwings (59,773,177) (277,320,155)Proceeds from Other Long Term Liabilities (Net of repayments) 147,144,308 -Financial Expenses paid (118,294,553) (113,105,761)NET CASH USED IN FINANCING ACTIVITIES (C) (45,769,025) (421,095,364)Net increase in cash and cash equivalent (A+B+C) 1,563,362 (9,166,377)

Cash and cash equivalents (Opening) 829,635 9,996,012 Cash and cash equivalents (Closing) 2,392,997 829,635

Prakashraj S. Jain Joint Managing Director

DIN: 00435076 Ugamraj M. Hundia Joint Managing Director DIN: 00435229 Ramcharan Beriwala Chief Financial OfficerAjay Patel Company Secretary

For Mehta Lodha & Co.Firm Registration No: 106250WChartered AccountantsPrakash D. ShahPartnerMember Ship No 34363Place: AhmedabadDate: 30th May, 2016

As per our attached report of even date For and on behalf of the Board


47

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES FOR THE YEAR ENDED ON 31ST MARCH, 2016

Corporate Information

Real Strips Limited (the Company) is a Listed public company domiciled in India and incorporated under the provisions of the CompaniesAct, 1956. The Company is engaged in Business of manufacturing/trading of Cold Rolled Stainless Strips/coils. Its shares are listed onBombay Stock Exchange in India.

1.01 Basis of Preparation of Financial Statements

The Financial Statements are prepared to comply in all material respects with the Accounting Standards notified by the Companies(Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared underthe historical cost convention on an accrual basis in accordance with the generally accepted accounting principles in India.

1.02 Use of Estimates

The preparation of financial statements in confirmity with generally accepted accounting principles requires management to makeestimates and assumptions that affect the reported amounts of assets & liabilities and disclosures of contingent liabilities at the date offinancial statements and the results of operation during the reporting period. Although these estimates are based upon management'sbest knowledge of current events and actions, actual results could differ from these estimates. Difference between the actual resultsand estimates are recognized in the period in which the results are known/materialised.

1.03 Tangible Assets :

a) Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. The cost of fixed assets includes nonrefundable taxes, duties, freight and other incidental expenses related to the acquisition and installation of the respective assets.

b) All the preoperative expenditure including interest on borrowing for the project/ item, incurred on capital work in progress or onfixed assets upto the date of installation of the individual item as taken by the company is capitalized and added on pro-rata basis tothe cost of respective fixed Assets.

1.04 Intangible Assets :

An intangible asset is recognised, only where it is probable that future economic benefits attributable to the asset will accrue to theenterprise and the cost can be measured reliably.

1.05 Borrowing Costs:

a) Borrowing Costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized as part of thecost of such assets. Exchange difference arising from foreign currency term loan borrowing beyond adjustment to interest cost iscapitalized as part of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intendeduse. All other borrowing costs are charged to revenue.

1.06 Impairment of Assets:

a) The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. If anysuch indication exists, the Company estimates the recoverable amount of the assets. If such recoverable amount of the assets is lessthan its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss andis recognized in the statement of profit and loss. If at the Balance Sheet date there is an indication that if a previously assessedimpairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subjectto a maximum of depreciated historical cost.

b) After impairment, depreciation is provided on the revised carrying amount after deducting 5% of Historical cost of the asset overits remaining useful life.

1.07 Provisions, Contingent Liabilities and Contingent Assets:

"A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow ofresources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted toits present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These arereviewed at each balance sheet date and adjusted to reflect the current best estimates.“"

Contingent Assets are neither recognized nor disclosed in the financial statements.


48

1.08 Leases:

Where the Company is the lessee

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified asoperating leases. Operating lease payments are recognized as a Capital assets till the assets are not put to use.

1.09 Deferred Revenue Expenses And Public Issue Expenses:

Public Issue Expenses and Preliminary expenses are amortized over a period of 5 years.

1.10 Depreciation:

a) The company has provided Depreciation on Straight -Line Method (SLM) on a) Plant & Machinery and b) Vehicles over the usefullife of Assets as defined in Schedule II of the Companies Act, 2013.

b) Building, Furniture & Fixtures and Computers are depreciated on the Written Down Method over the useful life of Assets asdefined in Schedule II of the Companies Act, 2013.

c) The Life has been decided by the Management considering the type and nature of assets as defined in Schedule II of TheCompanies Act, 2013. Except in case of Workroll, where the useful life of the asset is taken as less than one year considering it's nature& frequent replacement.

1.11 Inventories :

Raw materials,Work in Progress and finished goods are valued at lower of cost or net realisable value. Stores & spare parts are statedat cost. Cost comprise all cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their presentlocation and condition. Cost formulate used is 'First-in-First-Out method'.

1.12 Revenue Recognition

a) Revenue from operations( gross) represents the amounts receivable for goods and services sold including excise duty thereon,Interest for late payment and forfeiture of sales advances,but excludes VAT/CST, trade discounts & other taxes, adjustments for latedelivery charges and material returned/rejected.

b) Interest income is recognized on time proportion basis taking into account the amounts outstanding and the rates applicable.

c) Dividend is recognized when the Company's right to receive dividend is established by the balance sheet date.

d) Revenue from windmill is recognised on unit generation basis.

1.13 Raw Material Consumption :

Cost of Raw Material Consumed includes interest expenses for late payment to suppliers.

1.14 Excise / Custom Duties:

Excise Duty on manufactured goods remaining in the inventory is included as a part of valuation of finished goods & Scrap. The customsduty on raw materials, stores, spares & components is accounted on clearance thereof.

1.15 Foreign Currency Transactions :

a) Foreign currency transaction are accounted at the exchange rate prevailing on the date of transaction. Monetary items relatedto foreign currency transaction remaining unsettled at the end of the year are translated at year end rates. Any exchange gain or lossarising out of the subsequent fluctuation are accounted for in the Statement of Profit and Loss.

b) In respect of forward contracts assigned to the foreign currency assets/liabilities as at Balance Sheet date, the proportionatepremium/discount for the period up to the date of Balance sheet is recognized in the Statement of Profit and Loss. The exchangedifference measured by the exchange rate between the inception of the forward contract and agreed contracted rate is applied onforeign currency amount of the forward contract.

1.16 Treatment Of Retirement Benefits :

Company contributes to group gratuity policy with SBI Life Insurance as per actuarial valuation as on the Balance Sheet date for future


49

payment of Gratuity to employees. Company's contributions paid/payable during the year to Provident Fund are charged to theStatement of Profit & Loss. Privilege leave is accounted for on accrual basis.

1.17 Taxation:

Income-tax expense comprises current tax and deferred tax charge or credit. Tax on income for the current period is determined onfinancial year basis computed in accordance with the provisions of the Income Tax Act,1961 and based on expected outcome ofassessment/appeal.

Minimum Alternative Tax (MAT) paid in accordance to the tax laws , which gives rise to the future economic benefits in the form ofadjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normalincome tax after the tax holiday period . Accordingly, MAT is recognised as an asset as MAT Credit Entitlement in the balance sheetwhen it is probable that the future economic benefit associated with it will flow to the Company and the asset can be measured reliably.

1.18 Deferred Taxation:

The deferred tax charge or credit is recognised using the tax rates that have been enacted or substantially enacted by the balancesheet date. Where there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognised only if there is virtualcertanity of realisation of such assets. Other deferred tax assets are recognised only to the extent there is reasonable certanity ofrealisation in future. Deferred tax assets/ liabilities are reviewed as at each Balance Sheet date based on development during the yearand available case laws, to reassess realisation/liabilities.

1.19 Investment:

Investments are stated at cost. Dimunition in the value, if any, which is of permanent nature is provided for.

1.20 Cash and Cash Equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments withan original maturity of three months or less.

1.21 Cash Flow Statement

Cash flow statement is prepared using the indirect method, whereby profit before extraordinary items and tax is adjusted for theeffects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flowfrom operating, investing and financing activities of the Company are segregated based on the available information.

1.22 Segment Reporting

The Company's operating businesses are organised and managed separately according to the nature of products provided, with eachsegment representing a strategic business unit that offers different products and serves different markets. The analysis ofgeographical segment is based on the geographical location of the customers.

The company prepares its segment information in comfirmity with the accounting policies adopted for preparing and presenting thefinancial statements of the company as a whole.

1.23 General

Accounting policies not specifically referred to are consistent with generally accepted accounting policies.


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2.00 Notes to Accounts

2.01 SHARE CAPITAL

a Authorised, Issued, Subscribed and Paid- Up Capital:As at As at

PARTICULARS 31st March 2016 31st March 2015(Amt In `) (Amt In `)

Authorised

1,20,00,000 (1,20,00,000) Equity Shares of Rs 10 each 120,000,000 120,000,000

5,00,000 (5,00,000) Preference Shares of Rs.10 each 5,000,000 5,000,000

Issued, Subscribed & Paid up

59,80,000 (59,80,000) Equity Shares of Rs 10 each 59,800,000 59,800,000

Less: Call in Arrears-Other than Directors (50,000) 59,750,000 (50,000) 59,750,000

Total 59,750,000 59,750,000

b A reconciliation of the number of shares outstanding at the beginning and at the end of the reporting Year.

Equity Shares Equity SharesPARTICULARS As at As at

31st March 2016 31st March 2015

Numbers Numbers

Shares outstanding at the beginning of the Year 5,980,000 5,980,000

Shares outstanding at the end of the Year 5,980,000 5,980,000

c Rights, preference and restriction attached to Equity Shares

The company has only one class of equity shares having a face value of Rs 10/- per share. Each holder of equity shares is entitledto one vote per share. The company declares and pays dividend in Indian rupees. The proposed dividend recommended by theBoard of Directors is subject to the approval of the Shareholders.

In the event of liquidation of the company, the holder of equity shares will be entitled to receive remaining assets of the company,after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by theshareholders.

d There were no shares reserved at the year-end for issue under options and contracts / commitments for the sale of shares /disinvestment.

e Share Holders Holding more than 5% of the Shares

Name of Shareholder Equity Shares Equity SharesAs at As at

31st March 2016 31st March 2015

No. of % of No. of % ofShares held Holding Shares held Holding

- - - -f Aggregate number of Bonus Shares issued, shares issued for consideration other than Cash and Shares Bought back during thePeriod of five Years immediately preceding the reporting date. - NIL

g The Company have calls in arrears / unpaid calls of Rs. 50000/- (P.Y 50000/-)and has not forfeited any shares at balance sheetdate.


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2.02 RESERVES & SURPLUS

As at As atPARTICULARS 31st March 2016 31st March 2015

(Amt In `) (Amt In `)(A) Capital ReserveGovernment SubsidyAs per Last Balance Sheet 1,500,000 1,500,000(B) Share Premium AccountAs per Last Balance Sheet 108,700,000 108,700,000

(C) General ReserveAs per Last Balance Sheet 75,000,000 75,000,000

(D) Surplus/ (Deficit) in the Statement ofProfit and LossAs per Last Balance Sheet Date 198,744,121 247,916,403Add: Profit / (Loss) for the year (436,647,826) (237,903,705) (49,172,282) 198,744,121

Total (52,703,705) 383,944,121

2.03 LONG TERM BORROWINGS


(Amt In `) (Amt In `)

Non- Current Current Non- Current CurrentSecuredTerm Loans from Bank

- Rupee Term Loan-[Note No.1(a) & (b)] 35,000,000 26,000,000 54,000,000 28,000,000- Corporate Loan-[Note No.1(c)] - - - 1,075,941

35,000,000 26,000,000 54,000,000 29,075,941Total 35,000,000 26,000,000 54,000,000 29,075,941

Notes:-

1) (a) Term Loan from State Bank of India are secured by way of First charge on Fixed Assets of the company, movable and/orimmovable, present or future situated at Survey No.244, 245 and 247 at : Village : Sari, Taluka : Sanand, District :Ahmedabad (Gujarat) and office situated at 401-402, "Florence" Opp.Ashram Road P.O., Ashram Road, Ahmedabad -380 009 and Wind Mill situated at Ukhrala (Dist.Bhavnagar), Gujarat and further said loans are also secured by personalguarantees of some of the Directors of the Company.

(b) Company has defaulted in repayment of loans and interest thereon and details of which are as under:

Name of the Bank Amount of default as on 31/03/2016 Period of Default

Principal Interest Total

State Bank of India Term Loan A/c No.-32710259223 2500000 162367 2662367 Default from

State Bank of India Term Loan A/c No.-32738276145 4500000 570965 5070965 31/03/2016

Total 7000000 733332 7733332 0

(c) Corporate Loan from Union Bank of India was Secured by way of Second Charge on Fixed Assets of the company andpersonal guarantees of some of the Directors of the Company and the said loan repaid during the Current Financial Year2015-16.

(AMT IN `)

Maturity Profile 2017-18 2018-19 2019-20

Long Term Loan From Bank 10,000,000 20,000,000 5,000,000


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2.04 DEFERRED TAX LIABILITY (NET)

PARTICULARS As at As at31st March 2016 31st March 2015


Deferred Tax Liability 39,358,100 33,375,100

Fixed Assets: Impact of Difference between Tax Depreciation 7,545,000 6,175,000and Book Depreciation

Deferred Tax Assets Impact of Expenditure Charged to statement of Profit & (814,000) (192,000)Loss But allowed for Tax purpose on Payment Basis

Total 46,089,100 39,358,100

2.05 OTHER LONG - TERM LIABILITIES



Other Trade Payables * 147,144,308 -

Total 147,144,308 -

* Company is liable to pay the amount in long term.

2.06 SHORT TERM BORROWINGS



Secured

Working Capital Facilities from Banks (Note No.1) 1,056,165,179 1,092,413,429

Subtotal 1,056,165,179 1,092,413,429

Unsecured (Repayable on Demand)

Deposits/ Loans from

Directors 32,200,000 32,200,000

Other Body Corporates 47,500,000 71,024,927

Subtotal 79,700,000 103,224,927

Total 1,135,865,179 1,195,638,356

Note :

1) Working Capital facilities from Union Bank of India, State Bank of India and IDBI Bank Limited are secured by way hypothecationof Inventories, Book debts and personal guarantees of some of the Directors of the Company and further said loan is alsosecured by way of second charge on Fixed Assets of the Company.The above amount includes the amount of Letter of Creditdue and payable by the Company.


53

2.07 TRADE PAYABLES



- Others 295,996,161 394,395,098

Total 295,996,161 394,395,098

1) There are no Micro, Small and Medium Enterprise, as defined in the Micro, Small, Medium Enterprise Development Act, 2006,to whom the company owes dues on account of principal amount together with interest, accrdingly no additional disclosurehave been made. The above information regarding Micro, Small and Medium Enterprise has been determined to the extentsuch parties have been identified on the basis of information available with the company. This has been relied upon by theauditor.

2.08 OTHER CURRENT LIABILITIES



Unclaimed Dividend # 334,771 477,063

Current Maturity of Long term Borrowings 26,000,000 29,075,941

Interest Accrued & due on Borrowings 3,492,902 1,495,495

Interest Accrued but not due on Borrowings 623,350 660,468

Creditors for Capital expenditure 3,794,497 5,025,060

Advance Received from Customers 7,637,144 12,373,358

Other Liabilities

Provident Fund & Other Contribution 282,234 601,294

Tax Deducted and Collected at Source 864,629 1,253,187

Excise, Service Tax, Entry Tax, VAT and CST Payable 43,387 1,584

Excise Duty on Stock of Finished Goods 5,060,062 6,250,312 7,531,665 9,387,730

Total 48,132,976 58,495,115

# These figures do not include any amounts, due and outstanding, to be credited to Investor Education and Protection Fund.

2.09 SHORT TERM PROVISIONS


(Amt In `) (Amt In `)Provision for Leave Encashment 2,633,901 3,108,902

Provision for Wealth Tax - 14,600

Total 2,633,901 3,123,502


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2.11 NON CURRENT INVESTMENTS



Investment in Equity Instruments (Quoted) 1009 (P.Y 1009) Equity Shares of Union Bank of India of Rs.10/- each 110,990 110,990 Investment in Mutual Funds(Quoted) 20000 (P.Y 20000) units of SBI Infrastructure Fund of Rs. 10/- each 200,000 200,000 Investment in Mutual Funds(Quoted) 20000 (P.Y 20000 ) units of Union KBC Capital Protection Oreinted Fund - 200,000 200,000 Searies 3 Growth Regular Plan of Rs. 10/- each Other Investments Silver 19,380 19,380 (Market Value of Quoted Investments Rs. 5,87,164 /- (P.Y. Rs. 6,48,817/-) Total 530,370 530,370

There were no Current Investment and Associate investment during the year of the company.

2.12 LONG TERM LOANS & ADVANCES



Unsecured Considered Good

Security Deposits 7,274,268 15,247,708 Advances for Capital Goods 656,800 1,000,000

Total 7,931,068 16,247,708

DESCRIPTION GROSS BLOCK DEPRECIATION NET BLOCKPARTICULARS AS AT ADDITION DEDUCTION AS AT AS AT FOR THE DEDUCTION AS AT AS AT AS AT

01/04/2015 31/03/2016 01/04/2015 YEAR 31/03/2016 31/03/2016 31/03/2015 TANGIBLE ASSETS:

Own Assets:

Freehold Land 943,946 - - 943,946 - - - - 943,946 943,946

Building 153,864,814 2,629,221 - 156,494,035 71,981,954 8,098,105 - 80,080,059 76,413,976 81,882,860

Plant and Machinery 944,957,510 69,706,918 615,130 1,014,049,298 539,051,440 31,219,545 615,130 569,655,855 444,393,443 405,906,070

Office Equipments 702,755 - - 702,755 667,617 - - 667,617 35,138 35,138

Furnitures & Fixture 12,308,174 44,280 - 12,352,454 9,632,533 816,884 - 10,449,417 1,903,038 2,675,641

Computer 2,877,850 70,447 - 2,948,297 2,437,343 284,344 - 2,721,687 226,610 440,507

Vehicles 11,547,195 775,327 1,359,934 10,962,588 4,802,797 1,754,177 795,449 5,761,525 5,201,063 6,744,398

Total(A) 1,127,202,244 73,226,193 1,975,064 1,198,453,373 628,573,684 42,173,055 1,410,579 669,336,160 529,117,214 498,628,560

INTANGIBLE ASSETS:

Software 2,854,705 10,500 - 2,865,205 1,739,062 441,212 - 2,180,274 684,931 1,115,644

Total(B) 2,854,705 10,500 - 2,865,205 1,739,062 441,212 - 2,180,274 684,931 1,115,644

Total(A+B) 1,130,056,949 73,236,693 1,975,064 1,201,318,578 630,312,746 42,614,267 1,410,579 671,516,434 529,802,145 499,744,204

Previous Year 1,107,665,131 25,648,439 3,256,621 1,130,056,949 592,557,448 40,044,574 2,289,277 630,312,745 499,744,204 515,107,683

Capital Work in Progress * 2,283,510 54,203,778

* Capital Work in Progress includes capital goods in transit, if any.

2.10 FIXED ASSETS (Amount in `)


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2.13 OTHER ASSETS Non-Current Current

As at As at As at As atPARTICULARS 31st March 2016 31st March 2015 31st March 2016 31st March 2015

(Amt In `) (Amt In `) (Amt In `) (Amt In `) " Preliminary Expenses 584,226 730,282 - - “(to the extent not written off or adjusted) " Margin Money Deposit 34,200,000 39,759,030 - -

Non Current Cash and Bank Balance (Note 2.16) * Interest acrrued but not due on Margin Money - - 990,460 2,256,505 Deposits & others

Total 34,784,226 40,489,312 990,460 2,256,5052.14 INVENTORIES


(As valued,verified & certified by the Management) (Amt In `) (Amt In `) a. Raw Material 2,252,135 74,862,506 b. Work In Process

- Semi Finished W.I.P. 150,380,450 228,784,385 - Semi Finished W.I.P. of Job Work 3,500,000 153,880,450 - 228,784,385

c. Finished Goods - Manufacturing 45,540,556 66,268,463

- Trading - 45,540,556 - 66,268,463

d. Stores and Spares 40,043,846 42,970,829

[includes goods-in-transit Rs. 78030/-(Previous year Rs. NIL)] Total 241,716,987 412,886,183

2.15 TRADE RECEIVABLES


(Amt In `) (Amt In `)(Unsecured & Considered Good)- Over Six Months 513,373,348 115,627,435- Others 331,254,344 988,685,962 Total 844,627,692 1,104,313,397

2.16 CASH AND BANK BALANCES Non-Current Current

As at As at As at As atPARTICULARS 31st March 2016 31st March 2015 31st March 2016 31st March 2015

(Amt In `) (Amt In `) (Amt In `) (Amt In `) a. Cash & Cash Equivalents - Balance in Current Account - - 1,763,724 118,459

- Unclaimed Dividend Account - - 334,771 477,063 - Cash on Hand - - 294,502 234,113

- - 2,392,997 829,635 b. Other Bank Balances

- -

Margin Money Deposit 34,200,000 39,759,030 - - Amount disclosed under non-current assets (Note 2.13) 34,200,000 39,759,030 - -

Total - - 2,392,997 829,635


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2.17 SHORT TERM LOANS & ADVANCES



Unsecured & Considered Good Advance Recoverable In Cash or Kind 2,182,782 442,878

Others Prepaid Expenses 4,903,235 4,923,625

Advances to Staff 189,018 386,678

Balance with Statutory/Government Authorities 21,408,413 27,884,944

Income Tax Recevaibale 12,236,222 7,878,742

MAT Credit Entitlement 11,359,495 11,359,495

Advance Income Tax( Net of Provision) 569,300 4,326,838

Total 52,848,465 57,203,200

2.18 REVENUE FROM OPERATIONS

PARTICULARS 2015-16 2014-15(Amt In `) (Amt In `)

Sale of Cold Rolled Stainless Strips/Coils (Manufacturing) 2,028,005,442 2,791,901,358

Sale of Cold Rolled Stainless Strips/Coils (Trading) 20,577,780 991,561,762

2,048,583,222 3,783,463,120 Less: Excise Duty (Manufacturing) 221,891,417 306,075,687

Less: Excise Duty (Trading) - 1,826,691,805 106,150,560 3,371,236,873

Job Work Income 43,582,888 1,269,281

Power Generation Income from windmill 48,935,810 42,965,561

Total 1,919,210,503 3,415,471,715

2.19 OTHER INCOME


Interest Income - Margin Money Deposits 3,192,074 5,275,476

- Others 962,323 4,154,397 1,055,076 6,330,552

Dividend Income from Long Term Investment 6,054 1,312

Duty Draw Back & Import Claim 63,651 77,673

Key Man Insurance Policy - 25,916,792

Profit on Sale of Fixed Assets 431,067 -

Sundry Balances Written back (Net) 9,269,919 -

Total 13,925,088 32,326,329


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2.20 CHANGES IN INVENTORIES OF FINISHED GOODS & WORK - IN - PROCESS


Inventories (As on 31.03.2016)

-Finished Goods - Cold Rolled Stainless Strips/Coils 45,540,556 66,268,463 (Manufacturing) -Work In Process - Semi Finished Cold Rolled 153,880,450 199,421,006 228,784,385 295,052,848 Stainless Strips/Coils

Inventories (At Commencement)

-Finished Goods - Cold Rolled Stainless Strips/Coils - 61,326,088 (Trading)

-Finished Goods - Cold Rolled Stainless Strips/Coils 66,268,463 87,728,080 (Manufacturing) -Work In Process - Semi Finished Cold Rolled 228,784,385 295,052,848 212,947,187 362,001,355 Stainless Strips/Coils

Total 95,631,842 66,948,507

2.21 EMPLOYEE BENEFIT EXPENSES


Salaries,Wages and Allowances and Bonus 65,460,163 62,664,564

Contribution to Provident and other funds 4,045,850 3,130,463

Staff Welfare and amenities 1,906,455 1,894,798

Total 71,412,468 67,689,825

2.22 FINANCE COSTS


Interest Expenses

- Term Loan 10,430,373 16,094,428

- Bank & Other Loan 100,214,288 110,644,661 91,322,371 107,416,799

Other Borrowing Cost & Charges 11,171,710 10,979,581

Less: Interest Capitalized (1,561,529) (5,313,574)

Total 120,254,842 113,082,806

2.23 OTHER EXPENSES


Manufacturing Expenses

Power and Fuel 153,613,101 161,359,059

Stores and Spares 58,339,208 78,959,894

Job Charges 1,742,092 -

Freight and Octroi 689,817 884,624

Testing Charges 16,472 26,200

Machinery Repairs 2,546,619 1,939,460

Building Repairs 296,645 120,000

Vehicle & Other Repairs 982,507 1,143,472

Effect of Excise duty on Stock of finished Good (2,471,603) (2,118,736)

Effluent Treatment Expense 4,468,944 220,223,802 3,477,502 245,791,475


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Establishment/ Administrative Expenses

Rent Rates and Taxes 168,457 1,174,868

Directors' Sitting Fees 104,000 96,338

Insurance Premium 1,154,645 2,394,945

{ Includes Keyman insurance payment of -

Rs.NIL (P.Y. Rs. 10,02,670/-) }

Postage Telegram & Telephone Expenses 604,516 640,810

Conveyance Expenses 111,997 104,247

Traveling Expenses 786,560 915,001

Printing and Stationery 476,134 528,888

Vehicle Expenses 1,438,654 1,592,627

Auditors' Remuneration:

-Audit Fees 300,000 300,000

-Tax Audit Fees 35,000 35,000

-Other Matters 60,000 90,000

Legal and Professional Charges 1,627,420 1,786,858

General Expenses # 2,145,545 3,112,848

Donation 8,725 164,530

Advertisement 258,158 655,954

Wind Mill Expenses @ 9,206,757 10,052,808

Foreign Exchange Fluctuation 490,790 20,140

Loss on sale of Fixed Assets (Net) - 18,977,358 87,944 23,753,806

Bad Debts Written off 66,257,497 -

Selling & Distribution Expenses

Commission on sales 3,482,146 4,529,405

Freight and Forwarding Outward & Other Expenses 2,876,873 6,359,019 3,411,256 7,940,661

Total 311,817,676 277,485,942

# General Charges includes Office electricity Expense, Several Charges paid for services received and maintainance expenses. @ It includes lease rent paid for windmill.

2.24 PRIOR PERIOD ADJUSTMENT


Interest Income 306,515 -

Excess Interest Writen off - (945)

Total 306,515 (945)

2.25 EARNINGS PER SHARE (EPS) 2015-16 2014-15

Net Profit / (Loss) attributable to equity shareholders (Amt. In Rs) (436,647,826) (49,172,282)

Weighted Average number of equity shares

used as denominator for calculating EPS 5,980,000 5,980,000

Basic and Diluted Earnings per share (`) (73.02) (8.22)

Face Value per equity share (`) 10 10


59

2.26 As per Accounting Standard 15 "Employee Benefit", the disclosures as defined in the Accounting Standard are given below

(` In Lacs)

a) Defined contribution to Provident Fund Current Year Previous Year

Company contribution to Provident Fund 7.47 6.32

Company contribution to Pension Fund 15.00 13.13

b) Defined Benefit Plans - Gratuity (Funded)

a) Assets recognised in the Balance Sheet

i) Present Value of obligation at the beginning of the Period 51.98 47.07

Current Service Cost 8.80 7.31

Interest Cost 4.06 3.64

Actuarial (Gain)/Loss 2.51 (6.04)

Benefit Paid - -

Present Value of obligation as at year end 67.36 51.98

Less:

ii) Fair Value of Plan Assets at the beginning of the Period 61.10 54.56

Expected return on Plan Assets 4.89 4.63

Actuarial Gain/(Loss) (0.03) (0.27)

Employers' Contribution - 2.19

Benefit Paid

Fair Value of Plan Assets as at year end 65.96 61.11

Amount recognised in the Balance Sheet {Note 2.27 (g)} 1.40 -

b) Expenses during the year

Service Cost 8.80 7.31

Interest Cost 4.06 3.64

Expected return on Plan assets (4.89) (4.63)

Actuarial (Gain)/Loss 2.55 (5.77)

Total 10.52 0.55

c) Actual Return on plan assets 4.86 4.35

d) Break up of Plan Assets as a percentage of total Plan Assets

(Percentage or Value)

Insurer managed Funds 100% 100%

e) Principal actuarial assumptions

Rate of Discounting 7.82% 7.74%

Expected return on Plan Assets 8.00% 8.00%

Rate of increase in Salaries 7.00% 5.00%

Attrition Rate 5.00% 5.00%

2.27 The company is contingently liable for the followings:-

(a) Bills discounted and reduced from debtors of Rs. Nil (Previous Year Rs.39.43 Lacs).

(b) Letter of credit issued by the bank of Rs.379.41 Lacs (Previous Year Rs.6.48 Lacs)

(c) Bank Guarantee of Rs. 87.38 Lacs (Previous Year Rs. 87.38 Lacs )


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(d) Estimated amount of contracts remaining to be executed on capital account and not provided are Rs.Nil (Previous Year Rs.30.00 Lacs)

(e) Disputed statutory Claims/levies in respect of Service tax / Excise for which the company has preferred appeal (includingInterest and penalty) of Rs.11.38 Lacs (Previous Year Rs. 11.38 Lacs) and in respect of Income Tax is Rs.92.30 Lacs (PreviousYear Rs. 92.30 Lacs).

(f) Company is liable for an amount of Rs. 1.40 Lakhs towards Employee Gratuity Scheme, for which provision is not made.

2.28 As required by Accounting Standard -AS 18 "Related Parties Disclosures" issued by the Institute of CharteredAccountants of India, the details as identified by the Company on the basis of information with the company, areas follows:

(A) Particulars of Associates

Name of the Related Parties Nature of Relationship

(i) Garuda Overseas Associate Firm

(B) Key Managerial Personnel


(i) Mr.Amritlal K. Kataria Chairman

(ii) Mr.Ugamraj M. Hundia Joint Managing Director

(iii) Mr.Prakashraj S. Jain Joint Managing Director

(iv) Mr.Pukhraj S. Jain Director

(v) Mr.Chandresh V. Shah * Director

(vi) Mr.Ashwin A. Kataria # Director

(vii) Mr.Amol R. Dalal Director

(viii) Mr.Pawankumar R. Murarka Director

(ix) Mr.Ashish Shah Director

(x) Mr.Jitendra Mamtora Director

(xi) Ms.Nipa P. Shah Additional Director

(xii) Mr.Deepak U. Hundia (Son of Mr.Ugamraj M.Hundia) General Manager

(xiii) Mr.Romitraj P. Jain (Son of Mr. Prakashraj S. Jain) General Manager(Marketing)

(C) Relatives of Key Managerial Personnel with whom transactions during the year have taken place.


Nil

CURRENT YEAR PREVIOUS YEARAMOUNT AMOUNT

(Amt In `) (Amt In ̀ )

Nil

(D) TRANSACTIONS WITH ASSOCIATES:

Name of the Related Parties CURRENT YEAR PREVIOUS YEARAMOUNT AMOUNT

(Amt In `) (Amt In ̀ )

Nil


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(E) Details of Transactions with Key Management Personnel

(i) Remuneration to Director

-Mr. Prakashraj S.Jain 0.00 3.60

-Mr. Ugamraj M. Hundia 0.00 3.60

-Mr. Ashwin A. Kataria # 0.00 3.60

(ii) Salary

-Mr. Deepak U.Hundia 7.84 8.84

-Mr. Romitraj P. Jain 10.34 11.34

(iii) Director Meeting Fees

-Mr. A.K.Kataria 0.10 0.12

-Mr. Ashwin A.Kataria # 0.08 0.06

-Mr. Amol R.Dalal 0.12 0.12

- Mr.Chandresh V. Shah * 0.10 0.10

- Mr.Pawankumar R. Murarka 0.08 0.12

-Mr. Pukhraj S.Jain 0.08 0.10

-Mr. Ashish Shah 0.10 0.10

-Mr. Jitendra Mamtora 0.08 0.10

-Mr. Ugamraj M. Hundia 0.12 0.00


- Ms. Nipa P. Shah 0.08 0.00

(iv) Unsecured loan taken

-Mr. A.K.Kataria 100.00 100.00


(V) Unsecured Loan Repaid

-Mr. A. K. Kataria 100.00 0.00


(F) Details of Transactions with Relatives of Key Management Personnel Nil

(G) Outstanding Payable as at year end

(i) Salary

-Mr. Deepak U.Hundia 0.30 0.46

-Mr. Romitraj P. Jain 0.22 0.29

(ii) Unsecured Loan

-Mr. A.K.Kataria 122.00 122.00


-Mr. Pukhraj S.Jain 50.00 50.00

* Mr. Chandresh V. Shah ceases to be Key Managerial Personnel after the resignation from the Directorship with effect from 09/03/2016and accordingly transactions enterd upon with him up to 10/03/2016 have only been disclosed.

# Mr. Ashwin A. Kataria ceases to be Key Managerial Personnel after the resignation from the Directorship with effect from 13/01/2016and accordingly transactions enterd upon with him up to 13/01/2016 have only been disclosed.

Transcations of the previous year are not stated, if the company does not have trasncations during the current year.


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2.29 Segment Reporting:

The Company is engaged in the Business of manufacturing and trading Cold Rolled Stainless Strips/coils, and generation of powerby Windmills. In accordance with the requirements of Accounting Standard - 17, " Segment Reporting ", Notified under theCompanies (Accounts) Rules, 2014, the Company's business segments are considered primary reportable business sements.Segment have been identified in accodance with Accounting Standard on Segment Reporting (AS)-17, taking into account thenature of product and differential risk and returns.

Primary Reportable Segment (Business Segment)

(Rs. In Lacs)

Particulars YEAR ENDED YEAR ENDED

31/3/2016 31/3/2015

AUDITED AUDITEDSegment Revenue(a) Cold Rolled Stainless Strips / Coils 18,702.75 33,725.06(b) Windmill 489.36 429.66Total 19,192.11 34,154.72Less: Inter Segment Revenue 468.36 400.59Net Sales / Income from Operations 18,723.75 33,754.13Segment Results Before Finance Cost, Interest & Other Income and Tax(a) Cold Rolled Stainless Strips / Coils (1,194.39) 130.12(b) Windmill 237.28 243.80Total (957.11) 373.92Add: Interest & Other Income 139.25 323.26Less: Finance Costs 1,202.55 1,130.83Total Profit Before Tax (2,020.41) (433.65)Other InformationSegment Assets(a) Cold Rolled Stainless Strips / Coils 15,659.24 21,591.38(b) Windmill 1,519.84 1,595.66Total Assets 17,179.08 23,187.04Segment Liabilities(a) Cold Rolled Stainless Strips / Coils 14,542.89 17,494.36(b) Windmill 23.39 31.40Total Liabilities 14,566.28 17,525.76Segment Depreciation(a) Cold Rolled Stainless Strips / Coils 342.10 317.39(b) Windmill 84.04 83.05Total Depreciation 426.14 400.45Non Cash ExpenditureCold Rolled Stainless Strips / Coils 1.46 1.98Capital ExpenditureTangible Fixed Assets(a) Cold Rolled Stainless Strips / Coils 213.06 731.89(b) Windmill - 24.24Total 213.06 756.13Intangible Fixed Assets(a) Cold Rolled Stainless Strips / Coils 0.11 0.42(b) Windmill - -Total 0.11 0.42GRAND TOTAL 213.17 756.55Secondary Reportable Segment ( Geographical by Customers) (Rs. In Lacs)Segment Revenue 2015-16 2014-15In India 19,180.94 34,105.56Outside India 11.17 49.16Total 19,192.11 34,154.72


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2.30 Additional information :-

i) C.I.F.Value of Import 2015-16 2014-15(Amount in `) (Amount in `)

- Raw Materials 20,496,888 3,414,348

- Raw Materials (High Seas Purchase) 19,883,659 -

- Stores & Spares 1,367,274 782,413

ii) Earning in Foreign Exchange 2015-16 2014-15(Amount in `) (Amount in `)

- F.O.B. Value of Export (Realised) 1,090,689 4,817,138

iii) Expenditure in Foreign Currency (on Payment Basis) 2015-16 2014-15(Amount in `) (Amount in `)

- Capital Expenditure - 18,731,787

- Revenue Expenditure 1945339 -

- Travelling 131,800 43,450

iv) Composition of Raw Material 2015-16 2014-15and Stores and spares % of ` % of `

Consumption Consumption(a) Raw Material

- Imported 1.53 22,590,929 0.17 3,694,316

- Indigenous 98.47 1,450,824,922 99.83 2,119,965,402

100.00 1,473,415,851 100.00 2,123,659,718

(b) Stores and Spare Parts % of ` % of `Consumption Consumption

-Imported 2.65 1,546,138 0.99 782,413

-Indigenous 97.35 56,793,070 99.01 78,177,481

100.00 58,339,208 100.00 78,959,894

2.31 The Company has capitalised finance cost of Rs. 15,61,529/-( Previous Year Rs 53,13,574/- ). Out of which expenditure of Rs.15,61,529/-(Previous Year Rs. 10,66,461/-) has been allocated towards Building and Plant & Machinery and Balance Expenditure of Rs.Nil (Previous Year Rs. 42,47,113/-) has been included in capital work in progress.

2.32 In the opinion of the Board of Directors,the current assets,loans and advances are approximately of the value stated,if realised in theordinary course of the business.There is no contingent liabilty other than stated above and provisions for all known liabilities areadequate. Some of accounts of trade payables, trade receivables, loans & advances including squared up accounts and unsecuredloan are subject to confirmation from the respective parties and necessary adjustments and/or proper classification thereof, if any ,willbe made on its reconciliation and/or settlement. The classification / grouping of items of the accounts are made by the management, onthe basis of the available data with the company and which has been relied upon by the auditors.

2.33 During the year,the company has reversed the claims made with supplier of Rs. 22.83 Crore as its realisability has becomes doubtfuland therefore in the statement of Profit and Loss Account, the same has been written off as Exceptional Items.

2.34 Company is inprocess for determinig the doubtful debt and necessary treatment will be given on its confirmation.

2.35 Some of the Suppliers of the raw material has raised certain debits notes for Interest on late payment made by the Company and outof which on estimation basis, during the year under consideration, part of it has been provided by the Comapny abd has been chargedto the statement of the profit and loss.


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2.36 At the end of the year, completed Job work of Rs. 2,20,00,000/-(Previous Year Rs.Nil) for which Job Work Bills have not been raised,has been included in Job Work Income.The amount receivable on the said Job has been accounted in the concerned party's account.

2.37 The company is in process of reconciliation of entries of Income Tax Deducted at Sources appearing in Form 26AS of Income Tax Act.

2.38 Cash credit facility used from IDBI Bank has been classified as Non Performing Assets by the Bank as on 31st March, 2016 and amountof interest provision has been made by company under head Interest accrued and due on borrowing, the same amount debited by thebank on or after 31st March 2016.

2.39 The previous year figures have been regrouped / reclassified, wherever necessary to conform to the current year presentation.

Prakashraj S. Jain Joint Managing DirectorDIN: 00435076Ugamraj M. Hundia Joint Managing DirectorDIN: 00435229Ramcharan Beriwala Chief Financial Officer


This is the Balance Sheet referred For & on behalf of the Board of Directorsto in our report of even date attached of Real Strips Limited



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Registered Office : 401-402, “Florence”, Opp. Ashram Road Post Office, Ashram Road, Ahmedabad - 380 009.

NATIONAL ELECTRONIC CLEARING SERVICES (NECS) MANDATE FORMDear Investor,As the COMPANY INTENDS TO PAY DIVIDEND THROUGH NECS, for that you are requested to give the details asrequired and send it to our R & T M/s MCS Share Transfer Agent Limited, Ahmedabad.

FOR REAL STRIPS LTD.

AUTHORIZED SIGNATORYToThe Branch ManagerMCS Share Transfer Agent LimitedUnit: Real Strips Limited101, Shatdal Complex, 1st floor,Opp. Bata Show RoomAshram Road, Ahmedabad 380 009Contact No: (079) 2658-0461, 0462, 0463

Dear Sir,

FORM FOR NATIONAL ELECTRONIC CLEARING SERVICES FOR PAYMENT OF DIVIDENDPlease fill-in, the information in CAPITAL LETTERS and in ENGLISH ONLYFor shares held in physical form

Master Folio No:

For shares held in electronic form:DP ID:

Client ID:

Name of Sole/First Holder

Bank Name & BranchMICR Code

(9 Digits Code Number appearing on the MICR Band of the cheque supplied by the Bank.) Please attach a Xerox copy of acheque or a duly cancelled cheque for ensuring accuracy of the bank name, Branch name & code number.

Account type Saving Current C.C.(Please tick)Account No. (as appearing in the cheque book)

Effective date of this mandate (DD/MM/YY)

FOR OFFICE USE ONLYNECS REF. NO : ___________________________

I, hereby declare that the particulars given above are correct and complete. If any transaction is delayed or not effected at all forreasons of incompleteness of information supplied as above, the company/its registrar viz. M/s MCS Share Transfer Agent Limited willnot be held responsible. I agree to avail the ECS facility provided by RBI, as and when implemented by RBI/Real Strips Limited.

I, further undertake to inform the Company any change in the Bank/Branch and account number. I further agree not to hold theCompany responsible for any delay in ECS in transit to credit my entitlement for Dividend. I also agree and understand that the decisionof the Company regarding implementation/non-implementation of ECS shall be final and binding on me.

Place :

Date : (Signature of Sole/First Holder)1. Whenever the shares in the given folio are entirely dematerialized, then ECS mandate form will stand rescinded.2. For shares held in dematerialized mode nomination is required to be filed with the Depository Participant in their prescribed form on Monday,

26th September 2016 at 11.30 A.M. at Atma Hall (Ahmedabad Textile Mills Association), Ashram Road, Ahmedabad - 380 009.


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FORM NO. MGT-11_PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules,2014]

CIN :

Name of the company :

Registered office :

Name of the member (s) :

Registered address :

E-mail Id :

Folio No/Client Id :

DP ID :

I/We, being the member (s) of shares of the above named company, hereby appoint

1. Name :

Address :

E-mail Id :

Signature : , or failing him

2. Name :

Address :

E-mail Id :

Signature : , or failing him

3. Name :

Address :

E-mail Id :

Signature :

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 25th Annual general meeting of the company,to be held on the Monday day of 26th September 2016 At 11.30 a.m. at the Atma Hall (Ahmedabad Textile Mills Associations),Ashram Road, Ahmedabad - 380 009 (place) and at any adjournment thereof in respect of such resolutions as are indicated below:Ordinary Business:1. Adoption of the audited Balance Sheet and Profit & Loss Account for the year ended March 31, 2016 and the reports of the

Board of Directors and Auditors thereon (Ordinary resolution).2. To appoint a Director in place of Shri Prakashraj Seshmalji Jain who retires by rotation and is eligible for reappointment (Ordinary

resolution).3. To appoint a Director in place of Shri Pukhrajji Seshmalji Jain who retires by rotation and is eligible for reappointment (Ordinary

resolution).4. Ratify appointment of Auditors and fixing of their remuneration (Ordinary resolution).Special Business5. Appointment of Cost Auditors and fixing of their remuneration (Ordinary resolution).

Signed this day of 2016

Signature of shareholder

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Officeof the Company, not less than 48 hours before the commencement of the Meeting.

AffixRevenue

Stamp

Registered Office : 401-402, “Florence”, Opp. Ashram Road Post Office, Ashram Road, Ahmedabad - 380 009.Phone No:+91 79 - 26588788 , Fax No: +91 79 40068261

Email Id: [email protected], Website: www.realstrips.comCIN: L27100GJ1990PLC014383

67

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Registered Office : 401-402, “Florence”, Opp. Ashram Road Post Office, Ashram Road, Ahmedabad - 380 009.

ATTENDANCE SLIPPLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE HALL. Joint holdersmay take additional slip on request. (Folio No., DP ID*, Client ID* & name of the shareholder/joint holders/proxy INBLOCK LETTERS is to be furnished below.)

Shareholder’s Name DP ID* Client ID* Folio No. of shares held

Proxy's Name

I hereby record my presence at this 25th ANNUAL GENERAL MEETING of the company to be held on Monday,26th September 2016 at 11.30 A.M. at - Atma Hall (Ahmedabad Textile Mills Associations) Ashram Road, AhmedabadPIN : 380 009 and at any adjournment thereof.

Signature of the Shareholder or Proxy Notes: 1. Only Shareholder of the company or their Proxies will be allowed to attend the Meeting.

2. Shareholders/Proxy holders are requested to bring the Attendance Slip with them when they come tothe Meeting and hand it over at the entrance after affixing their signature on it.

3. Shareholders are requested to advice, indicating their Folio Nos. DP ID*, Client ID*, the change in theiraddress, if any, to the Registrar & Share Transfer Agents, M/s MCS Share Transfer Agent Limited, 101,Shatdal Complex, 1st Floor, Opp Bata Show Room, Ashram Road, Ahmedabad - 380 009.

* Applicable for the investors holding their shares in Electronic (Demat) Form.

Map of the AGM Venue

Documents

Annual Report 2015-16 - Realstrips · 25th annual report 2015-16 1 ... union bank of india state bank of india idbi bank ltd. registered office : ... opp bata show room,