Shankar Lal Rampal Dye-Chem Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting their 20^thAnnual Report on the business and
operations of the Company and the accounts for the Financial Year ended on March
31st, 2025.

In compliance with the applicable provisions of Companies Act, 2013, (including any
statutory modification(s) or re-enactment(s) thereof, for time being in force) (“Act") and
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations"), this report covers the
financial results and other developments during the financial year ended 31^st March
2025 and upto the date of the Board meeting held on 30.08.2025 to approve this report,
in respect of Shankar Lai Rampal Dye-chem Limited.

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:

Particulars	For the year ended
	31.03.2025	31.03.2024
Income from Business Operations	40,178.42	28,772.59
Other Income	0.092	26.70
Total Turnover	40,178.52	28,799.29
Profit before Interest, Depreciation & Tax	1631.79	963.64
l ess:- Financial Expenses	86.39	60.23
Profit before Depreciation & Tax	1545.4	903.41
Less:- Depreciation	10.32	8.91
Profit after depreciation and Interest	1535.08	894.50
Less:-Current IncomeTax(incl. earlier year tax)	395.62	244.18
Less:-Deferred Tax	0.22	0.62
Net Profit/Net Loss after Tax	1,139.24	649.70
Amount transferred to General Reserve	0	b
Balance carried to Balance Sheet	1139.24	649.70
Farnings per share (Basic-Weighted Average)-Based on Current year Net profit	1.78	1.02
Farnings per Share(Diluted-Weighted Average) -Based on Current year Net profit	1.78	1.02

2. Dividend

Considering the dividend history of the Company, liquidity and to ensure appropriate
cover for market risk and to maintain a consistent level of dividend pay-out vour Board
of Directors recommends Final Dividend of Rs. 0.05/- (i.e. 0.50%) per Equity Share of
Rs.10/- each, for the vear amounting to Rs. 31.98 Lacs. The dividend payment rate is
stable and similar to last year.

As provided in the Finance Act 2020, the dividend Is being taxed in die hands of
recipients. Information about taxation of dividend is included in ACM Notice.

3. Operational Highlights

Your 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, 2025.

the highlights of the Company''s performance are as under:-

During the financial year 2024-25, the Company recorded a total income of
*4,01,78.52 Lakhs, reflecting a significant growth over the previous year''s total
income of *2,87,99.29 Lakhs. Revenue from operations increased to *4,01,78.42 Lakhs
from *2,87,72.59 Lakhs in the previous year, driven primarily by higher volumes in
the core business operations.

Total expenses stood at *3,86,35.58 Lakhs compared to *2,79,04.80 Lakhs in die
previous year, mainly on account of increased purchase of stock-in-trade. Despite
this, the Company delivered a robust improvement in profitability, with Profit
Before Tax rising to *15,42.94 Lakhs as against *8,94.50 Lakhs in FY 2023-24. After
accounting for tax expenses, the Profit After Tax stood at *11,39.24 Lakhs, up from
*6,49.70 Lakhs in the previous vear, representing an impressive growth of nearlv
75%.

Earnings per share (EPS) improved to *1.78 (Basic & Diluted) compared to *1.02 in
the previous year, highlighting the Company''s strong financial performance and its
abilitv to deliver enhanced value to shareholders.

j

The financial statements for the year ended on 31st March, 2025 reflect a profit of
*1,139.24 Lacs, as compared to *649.70 Lacs in FY 2023-24, registering a strong year-
on-year growth of 75.30%. This improvement in profitability is primarily
attributable to a significant increase in revenue from operations, supported by
effective cost management and strategic business initiatives.

4. Shares And Share Capital

At present the Company has only one class of share - Equity shares of face value of
Rs. 10 each. The authorized share capital of the company is Rs. 64,00,00,000/- divided
into 6,40,00,000 equity shares of Rs.10 each. The paid-up share capital of the company
is Rs. 63,96,67,800/- divided into 6,39,66,780 equity shares of Rs. 10 each. The shares of
company are now listed on NSE also w.e.f October 2024 along with continuous BSE
Main Board listing.

Also, during the Financial Year 2024-25; there were

? No Buy Back of Equity Shares.

? No Employee Stock Option Plan was passed.

? No Further public offer.

? No Fresh Issue of Equity Shares by way of Bonus Allotment on Right Issue
Basis

5. Credit Facilities:

The Company has been optimally utilizing its fund based and non fund based working
capital requirements as tied up with ICICI BANK. The Company was comfortable in
meeting its financial requirements. Effective financial measures have been continued to
reduce cost of interest and bank charges.

6. Transfer of unclaimed dividend to investor education and protection fund:

There is no amount outstanding to be transferred as unclaimed dividend to investor
education and protection fund. Though there is certain amount added in outstanding
unclaimed dividend account which pertains to dividend declared in last calendar year
2024 (and Unclaimed Dividend of previous FYs also) and list of such shareholders who
have not claimed the dividend is updated on website of the company and can be
viewed on website under http://www.srdyechem.com/investor-relations.asp

7. Material events occurring after balance sheet date:

There have been no material changes and commitments affecting the financial position
of the Company which have occurred between the end of the financial year of the
Company to which the financial statement relate and the date of the Board Report,
except for the outcome of the Board Meeting held on 28th July 2025, wherein the
Company reviewed its strategic growth initiatives and approved key operational
enhancements aimed at strengthening supply chain resilience, improving sustainability
practices, and expanding its product portfolio to cater to emerging market demands.

8. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company''s operation in future:

No significant and material orders were passed by the regulators or courts or
tribunals which may have impact on the going concern status and future operation
of the Company.

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

The information pertaining to conservation of energy, technolog)'' absorption,
Foreign exchange Earnings and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished as under:

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the
utilizing alternate sources of energy including waste generated :

The company is using more energy efficient lights and technology to save energy.
The computer systems are timely repaired; so that they sustain for more longer time.

(B) Technology absorption:

1. Efforts in brief, made towards technolog)'' absorption. Benefits derived as a result
of the above efforts, e.g., asset improvement, cost reduction, ware house
development, etc.The Company has not entered into any technology based ventures
during the year under review. However the Company aims for digitization of
processes of purchase, sales, marketing and other operations over next year and
gradual increase in manpower, facilities and office workspace.

2. In case of imported technology (imported during the last 3 years reckoned from
the beginning of the financial year), following information may be furnished:

The Company has not imported any technolog)'' and hence not applicable.

3. Expenditure incurred on Research and Development:

The Company has not incurred any expenditure on research and development.

(C) Foreign exchange earnings and Outgo (Rupees in Lakhs):

	FY 2024-25		FY 2023-24
Faming		20.64		36.80
Outgo:		30041.35		20153.91
(Revenue A/c)	30041.35		20153.91
(Capital A/c)	-		-

10. Risk management:

The Company has framed a sound
Internal Risk Management System to
identify and evaluate business risks and
opportunities and the same has become
integral part of Company''s day to day
operations. The key business risks
identified bv the Company are as
follows viz. Industry Risk, Management
and Operations Risk, Market Risk,
Government Policy risk, Liquidity risk,
and Systems risk. The Company has in
place adequate mitigation plans for the
aforesaid risks.

The Audit Committee and Board are
supervising the proper risk
identification and mitigation process.

11. Corporate social responsibility
initiatives:

The provisions of Section 135 of the
Companies Act, 2013 read with Rule 9
of the Companies (Accounts) Rules,
2013 is applicable to the Company in FY
2024-25. Ihe details of Composition of
CSR committee are given in Corporate
Governance Report. The policy can be
reviewed from the website link:
http://www.srdyechem.com/downloa
ds/ Pol icy-Corporate-Social-
Responsiblity.pdf

the details of CSR expenditure is
separately reported in CSR Report
annexed with this Board Report.

12. Particulars of loans, guarantees or
investments made under section 186
of the Companies Act, 2013:

There were no loans, guarantees or
investments made by the Company
under Section 186 of the Companies Act,
2013 during the year under review and
hence furnishing of above information is
not applicable.

13. Internal financial control & internal
control systems:

Your Company has sound and adequate
internal control systems commensurate
with its size and nature of business. We
constantly upgrade our systems for
incremental improvements. The Audit
Committee of the Board periodically
reviews these systems. z timely
reporting. Internal audit is conducted
out by an independent professional firm
on regular basis. The Audit Committee
also regularly reviews the periodic
reports of the Statutory Auditors,
Internal Auditors and Accounts
departments. I he Company has trained
the staff in order to upgrade with the
recent changes in the taxation like GST.
Audit Committee constantly tries to add
value by evaluating existing systems.

14. Related party transactions:

Related party transactions that were entered during the financial year were on an arm''s
length basis and were in the ordinary course of business. There were no materially
significant related party transactions with the Company''s Promoters, Directors,
Management or their relatives, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by the Company in
the normal course of business are periodically placed before the Board Meeting as
perthe omnibus approval of Audit Committee and the particulars of contracts entered
during the year asper Form AOC-2 is enclosed as Annexure.

The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its
Related Parties, in compliance with the applicable provisions of the Companies Act
2013, the Rules there under and the Listing Regulations. This Policy has been uploaded
on the website of the Company at http://www.srdyechem.com/investor-relations.asp

15. Directors/Key Managerial Personnel:

There has been no change in the constitution of the Board during the financial year
under review i.e. the structure of the Board remains the same.

? Board evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, the Board lias
carried an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit and Nomination &
Remuneration.

The evaluation was done in following manner:

Evaluation of	Evaluation by	Criteria
Executive Director	Independent Directors	Qualification, Experience, Availability and attendance. Integrity, Commitment, Governance, Transparency, Communication, Business leadership, People leadership, Investor relations
Independent Director	All other Board Members	Qualification. Experience, Availability and attendance. Integrity. Commitment, Governance, Independence, Communication, Preparedness, Participation ami Value addition
Chairman (cum Managing Director)	Independent Directors	Qualification, Experience, Availability and attendance. Integrity, Commitment, Governance, Impartiality, Communication, Business leadership. People leadership and Meeting conduct

Committees	Board Members	Composition, Process ami Dynamics
Board as a wliole	Independent Directors	Composition, Process and Dynamics

? Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration
Committee, formulated criteria for Determining, Qualifications, Positive Attributes
and Independence of a Director and also a Policy for remuneration of Directors, Key
managerial Personnel and senior management. The details of criteria bid down and
the Remuneration Policy are given in the Corporate Governance Report.

The policy can be visited on website link:

hit p://www. srdyechem.com/downloads/ Pol icy-Rem un era tion-of-Director-KMP-
etc.pdt

? Meetings:

During the vear the following were the meetings quantum:

S. No.	Type of Meeting
1.	Annual General Meeting	1
2.	Extra Ordinary General Meeting	0
3.	Board Meeting	9
4.	Independent Director Meeting	1
5.	Audit Committee	6
6.	Nomination and Remuneration Committee	1
7.	CSR Committee	1
	Stakeholder''s Grievance & Relationship Committee	1

The details are given in the Corporate Governance Details. The intervening gap
between the Meetings was within the period prescribed under the Companies Act,
2013. Hie required particulars of various Committee Meetings held during the year
are stated in the Corporate Governance Details.

? Declaration of independent directors:

The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 140(6) of the Companies Act, 2013
so as to qualify themselves to be appointed as Independent Directors under the
provisions of the

Companies Act, 2013 and the relevant rules. All Independent directors of the
company are registered on IICA Independent Director database.

? Declaration by the chief executive officer stating that the members of board of
directors and senior management personnel have affirmed compliance with the
code of conduct of board of directors and senior management:

There is no CEO in the company; but Chairman cum Managing Director and CFO
affirm to such compliance.

16. Details of Difference between amount of the valuation done at the time of one
time settlement and valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof:

There were no such matters.

17. Audit committee and vigil mechanism:

The composition and other particulars of Audit Committee are provided in the
Corporate Governance Details, attached herewith. In pursuance of the provisions of
section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors
and employees to report genuine concerns has been established.

18. Nomination and remuneration policy:

The remuneration policy of the company and Board Diversity policy is available at
Company''s Website at vv vv w .srdvechem.com.

19. Statement showing Integrity, Expertise and Kxperience(including proficiency) of
Independent Director who held the office in FY 24-25

NAME OF DIRECTOR	DIN/ DESIGNATION	EDUCATIONAL QUALIFICATION	EXPERTISE	PROFICIENCY
ANIL KUMAR KABRA	08150149/ Independent Director	CA	Commercial Laws, Business customary Practices	Passed Independent Director proficiency test and registered on MCA portal
ADITYA SONI	08590851/ Independent Director	MBA	Marketing and Business Handling
MURLI ATAL	08150205/ Independent Director	CA	Commercial Laws, Income Tax and Indirect Taxes. Leading as regional CA committee member.
APOORVA MAHESHWARI	08150259/ Women Director &lndependent Director	MBA	Human Resource and Research Analysis
HARSH KABRA	08150255/ Independent Director	CA	Commercial Laws, Income Tax and Indirect Taxes

20.Directors responsibility statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the
Board hereby submits its responsibility Statement: —

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

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

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

(d) The directors have prepared the annual accounts on a going concern basis;
and

(e) The directors, have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively.

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

21. Annual return:

Copy of Annual Return of Company pursuant to the provisions of Section 92 read with
Rule 12 of the Companies (Management and administration) Rules, 2014 will be placed
at website of the Company with effect from date of Annual General Notice dispatch.
Weblink of the same is as http:/ / vvwvv.srdvechein.com/ investor-relations.asp.

22. Subsidiaries, joint ventures and associate companies:

The Company docs not have any Subsidiary, Joint venture or Associate Company.

23. Deposits:

The Company has neither accepted nor renewed any deposits during the year under
review.

24. Auditors

? Statutory Auditor

The Company''s Auditors M/s Laxman Kumar & Associates, Chartered Accountants,

were appointed in last AGM (2024) to the conclusion of Sixth consecutive Annual
General(Calendar Year-2029). They were being appointed earlier to fill casual vacancy
caused by resignation of Alok Palod & Company, Chartered Accountants due to the
reasons explained in their resignation letter.

The Notes to Accounts referred to in the Auditors'' Report are self-explanatory and
therefore do not call for any further comments. The Auditors'' report does not contain
any qualification, reservation or adverse remark.

? Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has
appointed CS Sanjana Jain, a Practicing Company Secretary to undertake the Secretarial
Audit of the Company. Pursuant to the provisions of Section 204(1) of the Companies
Act, 2013 and the Companies (Appointment & Remuneration of Managerial personnel)
Rules, 2014 and recent LODR Amendment in year 2024, the board recommend to
reappoint practicing company secretary to undertake the Secretarial Audit of the
Company for a period of 5 consecutive years for financial year 2025-26 to F.Y.2029-30.
The Report of the Secretarial Audit Report is annexed herewith.

? Internal Auditor

In pursuant to Section 138 of the Companies Act, 2013; the company lias appointed
M/s Praveen Agarwal & Company, Chartered Accountants, Bhilwara; as Internal
Auditor of the Company.

25. Observations and remarks of Auditor;

The Company lias adequate system of internal control to safeguard and protect from
loss, unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all
the applicable Accounting Standards for properly maintaining the books of accounts
and reporting financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with policy adopted by
the company. The Company continues to ensure proper and adequate systems and
procedures commensurate with its size and nature of its business.

26. Corporate Governance :

Provisions relating to Corporate Governance Report under Schedule V of SEB1 (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the
Company.

The Corporate Governance Report along with the certificate from the Practicing
Company Secretary regarding compliance of the conditions of Corporate Governance
pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
given in Corporate Governance Report annexed to this report. That section also
include: Details about the number of meetings of the Board held during 2024-25,
composition of the Audit Committee.

All the recommendations given by the Audit Committee were accepted by the Board.

27. Annual Evaluation of Directors , its Committees and Board :

The formal annual evaluation of the performance of the board and that of its
committees has been carried out through a structured evaluation process covering
various aspects of the board''s functioning such as the Board structure & composition,
effectiveness of the Board process, information flow & functioning, quality of
relationship between the board and the Management, establishment, and delineation
of the responsibilities to Committees etc.

27. Disclosure under the sexual harassment of women at workplace (prevention of,
prohibition and redressal) act, 2013:

The Company lias in place a Sexual harassment Policy in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All women employees (permanent, contractual, temporary,
trainees) are covered under this policy. No complaints for sexual harassment were
received during the year.

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company
reports the following under the POSH (Prevention, Prohibition and Redressal) Act,
2013:

• Complaints received during the year: None

• Complaints disposed of during the year: None

• Complaints pending at year-end: None (including those pending beyond 90 days)

28. Maternity Benefit

In compliance with the Companies (Accounts) Second Amendment Rules, 2025, the
Company confirms that it adheres to ail relevant provisions of the Maternity Benefit
Act, 1961 as amended, ensuring that eligible women employees are provided
proscribed benefits, supporting a safe and inclusive work environment.

29. Cost audit:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, cost audit and maintenance of cost records is not
applicable to the Company for the Financial Year 2024-25.

30. Compliance of applicable secretarial standards :

The Company lias complied with the provisions of Secretarial Standards (I & II) issued
by the Institute of Company Secretaries of India and approved by the Central
Government under section 118(10) of the Companies Act, 2013.

31. Human resources development:

During the period under review, the personal and industrial relations with the
employees remained cordial in all respects. The management has always carried out
systematic appraisal of performance and imparted training at periodic intervals. The
Company recognizes talent and has judiciously followed the principle of rewarding
performance.

Information as per Rule 5(1) of Chapter XIII, The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is shown in Corporate Governance
Section.

During the year, there was No employee receiving remuneration exceeding Rs.
1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and/or Rs. 8,50,000/-
(Rupees Eight Lakhs Fifty Thousand only) per month. So, no disclosure required as per
prescribed under the Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014

There were no employees posted and working in a country outside India, not being
Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Hence, the details are not required to be circulated to the Members and also not
required to be attached to this Annual Report.

32. Acknowledgement:

Your Directors place on record their sincere thanks to the company''s customers,
employees, bankers, investors, business associates, consultants, and various
Government Authorities for their continued support extended to your Companies
activities during the year under review.

Your Directors also acknowledges gratefully the support and confidence reposed by
each and every member of Srdyechem Family.

For and on behalf of the Board of Directors of
SHANKAR LAL RAMPAL DYE-CHEM LIMITED

Sd/-

PLACE-BHILWARA RAMPAL INANI

DIN-00480021

DATE- 30/08/2025 CHAIRMANS MANAGING DIRECTOR

---

Mar 31, 2024

Your Directors have pleasure in presenting their 19^thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended on March 31st, 2024.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31^st March 2024 and upto the date of the Board meeting held on 14^THAugust 2024 to approve this report, in respect of Shankar Lal Rampal Dye-chem Limited.

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:

(Figures in Lakhs)

Particulars	For the year ended
	31.03.2024	31.03.2023
Income from Business Operations	28,772.59	32344.91
Other Income	26.70	47.71
Total Turnover	28,799.29	32,392.62
Profit before Interest, Depreciation & Tax	963.64	2032.49
Less:- Financial Expenses	60.23	104.16
Profit before Depreciation & Tax	903.41	2136.65
Less:- Depreciation	8.91	7.02
Profit after depreciation and Interest	894.50	2129.64
Less:- Current Income Tax (incl. earlier year tax)	244.18	538.48
Less:-Deferred Tax	0.62	0.22
Net Profit /Net Loss after Tax	649.70	1590.94
Amount transferred to General Reserve	0	0
Balance carried to Balance Sheet	649.70	1590.94
Earnings per share (Basic-Weighted Average)-Based on Current year Net profit	1.02	2.49
Earnings per Share(Diluted-Weighted Average) -Based on Current year Net profit	1.02	2.49

2. Dividend

Considering the dividend history of the Company, liquidity and to ensure appropriate cover for market risk and to maintain a consistent level of dividend pay-out your Board of Directors recommends Final Dividend of Rs. 0.05/- (i.e. 0.50%) per Equity Share of Rs.10/- each, for the year amounting to Rs. 31.98 Lacs. The dividend payment rate is stable and similar to last year.

As provided in the Finance Act 2020, the dividend is being taxed in the hands of recipients. Information about taxation of dividend is included in AGM Notice.

3. Operational Highlights

Your 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, 2024.

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

• Inspite of increase in global competition and delays in global logistics; the total revenue of your co. is slightly reduced to Rs. 28,799.29 Lacs ( Out of which Gross turnover from Business operations of Rs. 28,772.59 Lacs) recorded for the financial year 2023-24 from Last year Revenue which was 32,392.62 Lacs ( Out of which Gross turnover from Business operations of Rs. 32,344.91 Lacs). Despite a slight reduction in revenue, Shankar Lal Rampal Dye Chem Limited remains optimistic about future prospects. The company anticipates improved opportunities ahead, even amidst current market slowdowns, volatile raw material prices, and rising logistics costs. This positive outlook is supported by the company''s effective market strategies, its products'' critical role in key industries, and the strong loyalty of its customer base. The company''s proactive approach and strategic investments position it well to navigate these challenges and capitalize on emerging opportunities.

• The financial statements for the year ended on 31^stMarch, 2024 show the profit of Rs.649.70 Lacs in FY 2023-24 as compared to Rs. 1,590.94 Lacs last year; there was a slight reduction in profits of 59.16% (YOY) this is due to slight decrease in revenue.

4. Shares And Share Capital

At present, the Company has only one class of share - Equity shares of face value of Rs. 10 each. The authorized share capital of the company is Rs. 64,00,00,000/- divided into 6,40,00,000 equity shares of Rs.10 each. The paid-up share capital of the company is Rs. 63,96,67,800/- divided into 6,39,66,780 equity shares of Rs. 10 each.

Also, during the Financial Year 2023-24; there were

? No Buy Back of Equity Shares.

? No Employee Stock Option Plan was passed.

? No Further public offer.

? No Fresh Issue of Equity Shares by way of Bonus Allotment on Right Issue Basis

5. Credit Facilities:

The Company has been optimally utilizing its fund based and non fund based working capital requirements as tied up with ICICI BANK. The Company was comfortable in meeting its financial requirements from both the banks. Effective financial measures have been continued to reduce cost of interest and bank charges.

6. Transfer of unclaimed dividend to investor education and protection fund:

There is no amount outstanding to be transferred as unclaimed dividend to investor education and protection fund. Though there is certain amount added in outstanding unclaimed dividend account which pertains to dividend declared in last calendar year 2023 (There is Unclaimed Dividend of previous FYs also) and list of such shareholders who have not claimed the dividend is updated on website of the company and can be viewed on website under http://www.srdyechem.com/investor-relations.asp

7. Material events occurring after balance sheet date:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of the Board Report.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in future:

No significant and material orders were passed by the regulators or courts or tribunals which may have impact on the going concern status and future operation of the Company.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under:

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the utilizing alternate sources of energy including waste generated :

The company is using more energy efficient lights and technology to save energy. The computer systems are timely repaired; so that they sustain for more longer time.

(B) Technology absorption:

1. Efforts in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., asset improvement, cost reduction, warehouse development, etc. The Company has not entered into any technology based ventures during the year under review. However the Company aims for digitization of processes of purchase, sales, marketing and other operations over next year and gradual increase in manpower, facilities and office workspace.

2. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

3. Expenditure incurred on Research and Development:

The Company has not incurred any expenditure on research and development.

(C) Foreign exchange earnings and Outgo (Rupees in Lakhs):As provided in Notes to the Accounts to Financial Statements

10. Risk management:

The Company has framed a sound Internal Risk Management System to identify and evaluate business risks and opportunities and the same has become integral part of Company''s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

The Audit Committee and Board are supervising the proper risk identification and mitigation process.

11. Corporate social responsibility initiatives:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts)Rules, 2013 is applicable to the Company in FY 2023-24. The details of Composition of CSR committee is given in Corporate Governance Report. The policy can be reviewed from the website link:

http:/ / www.srdyechem.com/downloads/Policv-Corporate-Social-Responsiblity.pdf

The details of CSR expenditure is separately reported in CSR Report annexed with this Board Report.

12. Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence furnishing of above information is not applicable.

13. Internal financial control & internal control systems:

Your Company has sound and adequate internal control systems commensurate with its size and nature of business. We constantly upgrade our systems for incremental improvements. The Audit Committee of the Board periodically reviews these systems. These systems ensure protection of assets and proper recording of transactions and timely reporting. Internal audit is conducted out by an independent professional firm on regular basis. The Audit Committee also regularly reviews the periodic reports of the Statutory Auditors, Internal Auditors and Accounts departments. The Company has trained the staff in order to upgrade with the recent changes in the taxation like GST. Audit Committee constantly tries to add value by evaluating existing systems.

14. Related party transactions:

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Board Meeting as perthe omnibus approval of Audit Committee and the particulars of contracts entered during the year asper Form AOC-2 is enclosed as Annexure.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Regulations. This Policy has been uploaded on the website of the Company at http://www.srdyechem.com/investor-relations.asp

15. Directors / Key Managerial Personnel:

There has been reappointment of Directors in the constitution of Board during the year under 2023-24.

Mr. Anil Kumar Kabra, Mr. Harsh Kabra, Mr.Murli Atal and Ms. Apoorva Maheshwari have completed their first term of five years as Independent Director of the Company and their reappointment for second term of five year till year 2028; is reappointed in last Annual General Meeting by way of Special Resolution/ s.

Mr. Rampal Inani was appointed as Managing director, & Mr. Dinesh Kumar Inani, Mr. Susheel Kumar Inani, Mr. Vinod kumar Inani and Mr. Jagdish Chandra Inani were appointed as Whole time director for 5years till 2023 and is reappointed in last Annual General Meeting by way of ordinary resolution; for reappointment for next 5 years till 2028.

? Board evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration.

The evaluation was done in following manner:

Evaluation of	Evaluation by	Criteria
Executive Director	Independent Directors	Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance, Transparency, Communication, Business leadership, People leadership, Investor relations
Independent Director	All other Board Members	Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance, Independence, Communication, Preparedness, Participation and Value addition
Chairman (cum Managing Director)	Independent Directors	Qualification, Experience, Availability and attendance, Integrity, Commitment, Governance, Impartiality, Communication, Business leadership, People leadership and Meeting conduct
Committees	Board Members	Composition, Process and Dynamics
Board as a whole	Independent Directors	Composition, Process and Dynamics

? Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for Determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

The policy can be visited on website link:

http: / / www.srdyechem.com/ downloads/Policy-Remuneration-of-Director-KMP-etc.pdf

? Meetings:

During the year the following were the meetings quantum:

S. No.	Type of Meeting	Frequency
1.	Annual General Meeting	1
2.	Extra Ordinary General Meeting	0
3.	Board Meeting	6
4.	Independent Director Meeting	1
5.	Audit Committee	4
6.	Nomination and Remuneration Committee	2
7.	CSR Committee	1
8.	Stakeholder''s Grievance & Relationship Committee	1

The details are given in the Corporate Governance Details. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The required particulars of various Committee Meetings held during the year are stated in the Corporate Governance Details.

? Declaration of independent directors:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the

Companies Act, 2013 and the relevant rules. All Independent directors of the company are registered on IICA Independent Director database.

? Declaration by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management:

There is no CEO in the company; but Chairman cum Managing Director and CFO affirm to such compliance.

16. Details of Difference between amount of the valuation done at the time of one time settlement and valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

There were no such matters.

17. Audit committee and vigil mechanism:

The composition and other particulars of Audit Committee are provided in the Corporate Governance Details, attached herewith. In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

18. Nomination and remuneration policy:

The remuneration policy of the company and Board Diversity policy is available at Company''s Website at www.srdyechem.com.

19. Statement showing Integrity, Expertise and Experience(including proficiency) of Independent Director

NAME OF DIRECTOR	DIN/ DESIGNATION	EDUCATIONAL QUALIFICATION	EXPERTISE	PROFICIENCY
ANIL KUMAR KABRA	08150149/ Independent Director	CA	Commercial Laws, Business customary Practices	Passed Independent Director proficiency test and registered on IICA portal
ADITYA SONI	08590851/ Independent Director	MBA	Marketing and Business Handling
MURLI ATAL	08150205/ Independent Director	CA	Commercial Laws, Income Tax and Indirect Taxes. Leading as regional CA committee member.
APOORVA MAHESHWARI	08150259/ Women Director &Independent Director	MBA	Human Resource and Research Analysis
HARSH KABRA	08150255/ Independent Director	CA	Commercial Laws, Income Tax and Indirect Taxes

20. Directors responsibility statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement: —

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

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

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

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

21. Annual return:

Copy of Annual Return of Company pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 will be placed at website of the Company with effect from date of Annual General Notice dispatch. Weblink of the same is as http://www.srdyechem.com/investor-relations.asp.

22. Subsidiaries, joint ventures and associate companies:

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

23. Deposits:

The Company has neither accepted nor renewed any deposits during the year under review.

24. Auditors

? Statutory Auditor

The Company''s Auditors M/s Alok Palod& Company, Chartered Accountants, were appointed in last AGM(2023) to the conclusion of Sixth consecutive Annual General (Calendar Year-2028).

The Notes to Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments. The Auditors'' report does not contain any qualification, reservation or adverse remark.

? Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed CS Sanjana Jain, a Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith.

? Internal Auditor

In pursuant to Section 138 of the Companies Act, 2013; the company has appointed M/s Laxman Kumar & Associates, Chartered Accountants, Bhilwara; as Internal Auditor of the Company.

25. Observations and remarks of Auditor:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

26. Corporate Governance :

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company.

The Corporate Governance Report along with the certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Corporate Governance Report annexed to this report. That section also include: Details about the number of meetings of the Board held during 2023-24, composition of the Audit Committee.

All the recommendations given by the Audit Committee were accepted by the Board.

27. Disclosure under the sexual harassment of women at workplace (prevention of, prohibition and redressal) act, 2013:

The Company has in place a Sexual harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints for sexual harassment were received during the year.

28. Cost audit:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, cost audit and maintenance of cost records is not applicable to the Company for the Financial Year 2023-24.

29. Compliance of applicable secretarial standards :

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

30. Human resources development:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

Information as per Rule 5(1) of Chapter XIII, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is shown in Corporate Governance Section.

During the year, there was No employee receiving remuneration exceeding Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and/or Rs. 8,50,000/-(Rupees Eight Lakhs Fifty Thousand only) per month. So, no disclosure required as per prescribed under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

There were no employees posted and working in a country outside India, not being Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the details are not required to be circulated to the Members and also not required to be attached to this Annual Report.

31. Acknowledgement:

Your Directors place on record their sincere thanks to the company''s customers, employees, bankers, investors, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review.

Your Directors also acknowledges gratefully the support and confidence reposed by each and every member of Srdyechem Family.

For and on behalf of the Board of Directors of SHANKAR LAL RAMPAL DYE-CHEM LIMITED

Sd/-

PLACE-BHILWARA RAMPAL INANI

DIN-00480021

DATE-14/08/2024 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2018

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:

Particulars	For the year ended	For the year ended
	31.03.2018	31.03.2017
Income from Business Operations	751644017	291942720
Other Income	41106	0
Total Income	751685123	291942720
Profit before Interest, Depreciation & Tax	23454721	3902329
Less:- Interest	9632366	1961305
Profit before Depreciation	13822355	1941024
Less:- Depreciation	324323	315092
Profit after depreciation and Interest	13498032	1625932
Less:- Current Income Tax (incl. earlier year tax)	3863278	522530
Less:-Deferred Tax	(12577)	(10434)
Net Profit /Net Loss after Tax	9647331	1113836
Dividend (including Interim if any and final)	0	0
Net Profit/Net Loss after dividend and Tax	9647331	1113836
Amount transferred to General Reserve	0	0
Balance carried to Balance Sheet	9647331	1113836
Earnings per share (Basic)	2.20	0.64
Earnings per Share(Diluted)	2.20	0.64

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.

No. of Meeting	Date of Meeting	Name of Directors and their attendance in each meeting
		Mr. RAMPAL INANI	Mr. DINESH CHANDRA INANI
1.	May 19, 2017	S	S
2.	July 15, 2017	s	S
3.	September 06, 2017	s	s
4.	January 06, 2018	s	s
5.	January 20, 2018	s	s
6.	February 14, 2018	s	s
7.	February 19, 2018	s	s
8.	March 06, 2018	s	s
9.	March 20, 2018	s	s
10.	March 28, 2018	s	s
Total no. of Meetings attended by each Director		10(Ten)	10(Ten)

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

1	Anil Kumar Kabra	Chairman- Independent Director
2	Murli Atal	Member-Independent Director
3	Himanshu Jain	Member-Independent Director
4	Susheel Kumar Inani	Member- Director

2. NOMINATION AND REMUNERATION COMMITTEE

1	Apoorva Maheshwari	Chairman- Independent cum Women
		Director
2	Harsh Kabra	Member-Independent Director
3	Anil Kumar Kabra	Member-Independent Director

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