To,

The Members,

SHANKAR LAL RAMPAL DYE-CHEM LIMITED (Previously Shankar lal Rampal Dye-Chem Limited)

The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended on March 31st, 2018.

1. Financial summary of the Company (Standalone)

The Company’s financial performance for the year under review along with previous year’s figures is given hereunder:

2. STATE OF AFFAIRS

The Company is engaged in the business segment i.e. Trading in Dyes, Chemical and allied products. There has been no change in the business of the Company during the financial year ended 31st March, 2018.

The highlights of the Company’s performance are as under:-

- The financial statements for the year ended on 31stMarch, 2018 show the loss of Rs.9674331.

- There is Gross turnover from operation of Rs. 751644017 recorded for the financial year 2017-18.

A. DIVIDEND

In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2018.

B. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

5. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportablematerial weakness in the design or operation was observed.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

There has been no change in the constitution of Board during the year under review.In view of the applicable provisions of the Companies Act, 2013, the Company is not mandatorily required to appoint any whole time KMPs.

7.DECLARATION BY AN INDEPENDENT DIRECTOR(S) & RE-APPOINTMENT. IF ANY

The provisions of Section 149 pertaining to the appointment of Independent Directors did not apply to our Company in previous year under review. Though it is disclosed here that after conversion into Limited Concern, for compliance of the companies act provision we have appointed the following Independent Director:

1. Anil Kumar Kabra

2. Apoorva Maheshwari

3. Harsh Kabra

4. Himanshu Jain

5. Murli Atal

8. AUDITOR Statutory Auditors

The Auditors M/S Kalani & Company Chartered Accountants, (FRN-00722C), hold office until the conclusion of the 2021 Annual General Meeting. The Directors recommended that M/S Kalani & CompanyChartered Accountants, be ratified as the Statutory Auditors of the Company at the forthcoming Annual General Meeting of the Company to hold office till the conclusion of the next Annual General Meeting of the Company held in year 2021.

9. BOARD’S COMMENT ON THE AUDITORS’ REPORT

The company has received an audit report from the statutory auditors of the company and according to the report financial statements for the year ended on 31stMarch, 2018 give a true and fair view of the state of affairs of the company, Profit, its cash flows and are in conformity with the prescribed accounting principles and There were no qualifications, reservations or adverse remarks made by the auditors in their respective reports.

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and does not call for any further comment.

10. NUMBER OF MEETING OF BOARD OF DIRECTORS AND PRESENT OF THE DIRECTORS IN ITS MEETING:-

During the Financial Year 2017-18, the Company held Ten Board Meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

11. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENT

The Company has not made any Investment, given guarantee and securities under section 186 of Companies Act, 2013.

12. PARTICULARS OF TOP 10 EMPLOYEES OF HIGHEST SALARIESD EMPLOYEES.

For the financial year ending March 31,2018is annexed hereto as Annexure A and forms and part of this report.

13. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form No.MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending March 31, 2018 is annexed hereto as Annexure B and forms part of this report.

14. CONSOLIDATED FINANCIAL STATEMENTS

Company doesn’t have any subsidiaries, Joint Ventures or Associates so there is no need to prepare consolidated financial statement for the F. Y. 2017-18.

15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There were several related party transaction recoded or done for the year 2017-18, details of contracts or arrangements with related parties referred in Section 188(1) of the Companies Act 2013 are there in the prescribed format AOC-2.

16. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:-

A. Particulars of Conservation of Energy, Technology Absorption attach as Annexure-C

B. Foreign Exchange earnings and Outgo (Amt. In Lakhs)

17. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

18. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or applicable:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Buy Back of Securitiesor Issue of shares (including, Sweat Equity Shares, Bonus Shares, Employees Stock Option Plan) of the Company under any scheme.

3. Issued any equity shares with differential voting rights, provision of money for purchasing its own shares by employees or by trustees

4. The Company has no subsidiary and neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. CSR is not applicable on the Company.

6. Secretarial Audit Report, Corporate Governance Certificate is not applicable on the Company.

19. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

20. DEPOSITS

The Company has not accepted any deposits during the year under review.

21. TRANSFER TO RESERVE:

No amount was transferred to the reserves during the financial year ended 31st March, 2018.

22. MATERIAL CHANGES AND COMMITMENTS

There has been a change in Company’s Status, the Company has been converted into Public Limited Concern with effect from 08/05/2018.

No changes in commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

25. THE WEB ADDRESS. IF ANY. WHERE ANNUAL RETURN REFERRED TO IN SUBSECTION (3) OF SECTION 92 HAS BEEN PLACED

Company have Website (www.srdyechem.com) and not required to be posted on website of the company.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There is no fraud reported by the Statutory Auditors in their Audit Report related to financial year 2017-18.

27. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2018, and of the profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a 'going concern' basis.

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

27. COMPOSITION OF COMMITTEES OF BOARD

1. AUDIT COMMITTEE

2. NOMINATION AND REMUNERATION COMMITTEE

28. ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

Place : Bhilwara

Date : 22/08/2018

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

OF SHANKAR LAL RAMPAL DYE-CHEM LIMITED

RAMPAL INANI DINESH CHANDRA INANI

MANAGING DIRECTOR DIRECTOR

DIN NO.-00480021 DIN NO.-02928287