real strips

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24thAnnual Report 2014-15

1

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 ASHWIN A. KATARIA DIRECTOR

(DIN 00434823)

SHRI CHANDRESH V. SHAH DIRECTOR

(DIN 00434710)

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 (W.E.F. 30/03/2015) ADDITIONAL DIRECTOR

(DIN 07141281)

AUDITORS : M/S MEHTA LODHA & CO.

CHARTERED ACCOUNTANTS

BANKERS : UNION BANK OF INDIASTATE BANK OF INDIA

IDBI BANK LTD.

REGISTERED OFFICE : 401-402, FLORENCEOPP. ASHRAM ROAD POST OFFICE,

ASHRAM ROAD,

AHMEDABAD - 380 009.Email Id : [email protected]

Website : www.realstrips.com

Telephone No. (079) 26580455, 26588788, 26581833

Fax No. (079) 40068261

CIN : L27100GJ1990PLC014383

WORKS : SURVEY NO.245

VILLAGE : SARI

AHMEDABAD-BAVLA HIGHWAYTALUKA : SANAND

DIST : AHMEDABAD

PIN CODE - 382 220.

REGISTRAR AND SHARE

TRANSFER AGENTS : M/S MCS SHARE TRANSFER AGENT LIMITED101, SHATDAL COMPLEX,

1ST FLOOR,

OPP BATA SHOW ROOM,

ASHRAM ROAD,

AHMEDABAD - 380 009.

CONTENTS PAGE NO.

Notice 2-6

Directors' Report 7-21

Management Discussion & Analysis 22-23

Report on Corporate Governance 24-32

Auditors' Certificate on Corp. Governance 33

CEO/CFO Certificate 33

Independent Auditors' Report 34-37

Balance Sheet 38

Statement of Profit & Loss 39

Cash Flow Statement 40

Notes to Account 41-55

NECS Mandate Form 56

MGT-11 Form/Attendance Slip 57-58

Map of the AGM Venue 59
mailto:[email protected]://www.realstrips.com/http://www.realstrips.com/mailto:[email protected]


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NOTICE

NOTICE is hereby given that the 24thAnnual General Meeting of the members of REAL STRIPS LIMITED will be held on

Thursday the 24thSeptember, 2015 at the Atma Hall (Ahmedabad Textile Mills Associations), Ashram Road, Ahmedabad-

380 009 at 5:00 p.m. to transact the following business:-

ORDINARY BUSINESS

1. To consider and adopt the Audited Balance Sheet as on 31stMarch, 2015 and Statement of Profit and Loss for the

year ended on 31stMarch, 2015 together with Directors and Auditors Report thereon.

2. To appoint a Director in place of Shri Ugamraj Hundia who retires by rotation and is eligible for re-appointment.

3. To appoint a Director in place of Shri A.K. Kataria who retires by rotation and is eligible for re-appointment.

4. To ratify the appointment of M/s. Mehta Lodha & Co., (Firm Registration No 106250W), Chartered Accountants, as

approved by Members at the Twenty Third Annual General Meeting as Statutory Auditors of the Company, to hold

office until the conclusion of Twenty Seventh Annual General Meeting, and to fix their remuneration for thefinancial year ending 31st March, 2016.

SPECIAL BUSINESS

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

Resolution

RESOLVED THATMs. Nipa P. Shah (DIN 07141281) who was appointed as an Additional Director of the Company

by the Board of Directors with effect from 30thMarch, 2015 and who holds office until the date of this AnnualGeneral Meeting, in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has

received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intentionto propose Ms.Nipa P. Shah as a candidate for office of a Director of the Company, be and is hereby appointed as

Independent Director of the Company.

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

Resolution

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) or re-

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 31 stMarch,

2016, be paid the remuneration as set out in the Statement annexed to the Notice convening this Meeting.

RESOLVED FURTHER THATthe Board of Directors of the Company be and is hereby authorized to do all acts and

take 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. Kataria

Date: 11th

August, 2015 ChairmanRegistered Office:

401-402, Florence,

Opp. Ashram Road Post Office,

Ashram Road, Ahmedabad-380 009

Phone : +91 79 26580455, 26581833, 26588788

Fax : +91 79 40068261

Email Id : [email protected] Website: www.realstrips.com CIN.: L27100GJ1990PLC014383
mailto:[email protected]://www.realstrips.com/http://www.realstrips.com/mailto:[email protected]


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NOTES

1. A Member entitled to attend and vote at The Annual General Meeting (Meeting/AGM) is entitled to appoint a

proxy to attend and vote on a poll instead of himself / herself and the proxy need not be a member of thecompany. A person can act as a proxy on behalf of members not exceeding 50 and holding in the aggregate not

more than 10 percent of the total share capital of the company. However, A member holding more than 10%, ofthe total share capital of the company carrying voting rights may appoint a single person as proxy and such person

shall not act as proxy for any other person or member. The instrument appointing proxy in order to be valid and

effective should be lodged / deposited with the company at its Registered Office at least 48 (Forty Eight) hoursbefore the commencement of the Meeting.

2. The relative Explanatory Statement, pursuant to Section 102(2) of the Companies Act, 2013 in respect of thespecial business under item No. 5 and 6 are annexed hereto.

3. Additional information pursuant to Clause 49 of the Listing Agreement with stock exchanges, on directorsrecommended for re-appointment 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

closed from 15th September, 2015 to 23rd September, 2015 both days inclusive.5. Members/proxies should bring their copy of the Annual Reports and Accounts along with Attendance Slip (duly

completed) when attending the Meeting.6. Members who hold shares in dematerialised form are requested to write their Client ID and DP ID Numbers and

those who hold shares in Physical form are requested to write their Folio Number in the Attendance Slip for

attending the Meeting.7. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011

respectively) 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 Stock

Exchanges permits companies to send soft copies of the Annual Report to all those shareholders who have

registered their email address for the said purpose. Members are requested to support this Green Initiative byregistering / 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 for

payment, 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 2007-08 onwards, are

requested to make their claims without any delay. It may be noted that the unclaimed dividend for the financial

year 2007-08 declared on 25.09.2008 can be claimed by the shareholders before 24.10.2015.9. All documents referred to in the accompanying notice and explanatory statement are open for inspection at the

registered office of the Company on all working days, except Saturday between 11.00 a.m. to 1.00 p.m. prior to

the 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.

Voting in Electronic Form (E-Voting)11. 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 (Management and

Administration) Rules, 2014, the Company is pleased to offer the facility of voting through electronic means andthe business set out in the Notice above may be transacted through such electronic voting. The facility of voting

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 maintained

by the Depositories as on the Cut-off date i.e. 17thSeptember, 2015, shall be entitled to avail the facility of remotee-voting as well as voting at the AGM. Any recipient of the Notice, who has no voting rights as on the Cut-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 the

Notice of the AGM and prior to the Cut-off date i.e. 17 th September, 2015, 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 procedure

mentioned in this part.

(iv). The remote e-voting will commence on Monday, 21st September 2015 at 9.00 a.m. and will end on Wednesday,23rd September, 2015 at 5.00 p.m. During this period, the members of the Company holding shares either in

physical form or in demat form as on the Cut-off date i.e. 17th September, 2015, may cast their vote electronically.The members will not be able to cast their vote electronically beyond the date and time mentioned above and the


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remote e-voting module shall be disabled for voting by CDSL thereafter.(v). Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast

the vote again.(vi). The facility for voting through Poll Paper would be made available at the AGM and the members attending the

meeting who have not already cast their votes by remote e-voting shall be able to exercise their right at the

meeting 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. 17 th September, 2015.

(viii). The Company has appointed CS Ashwin Shah, Practicing Company Secretary (Membership No. FCS: 1640; CP No:

1640), to act as the Scrutinizer for conducting the remote e-voting process as well as the voting through PollPaper 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 voting period and log on to the e-voting website:

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 the

Company.

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 than your existing password is to be used.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 not updated their PAN with the Company/Depository Participant are requested

to use the first two letters of their name and the 8 digits of the sequence number in the PANfield.

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

Ramesh Kumar with sequence number 1 then 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 records forBank the said folio.

Details# If the details are not recorded with the Depository orCompany, please enter thenumber ofShares held by you inthe 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 they are

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 on

which they are eligible to vote, provided that the Company opts for e-Voting through CDSL platform. Itis strongly recommended not to share your password with any other person and take utmost care to

keep your password confidential. If Demat account holder has forgotten the changed password then

Enter the user ID and the image verification code and click on Forgot Password and enter the details asprompted by the System.

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

resolutions contained in this Notice.

Step 9 : Click on EVSN of the Company i.e. 150818013 to vote.
http://www.evotingindia.com./http://www.evotingindia.com./


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Step 10 : On the voting page, you will see Resolution Description and against the same, the option YES/NO forvoting. 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 box will

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, you willnot 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 on theVoting 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 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] 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 favour

of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify thesame.

(x). The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.realstrips.com

and on the website of CDSL i.e www.cdslindia.comwithin three days of the passing of the Resolutions at the 24thAnnual General Meeting of the Company and shall also be communicated to the Stock Exchanges where the shares

of the Company are listed.(xi). 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 to

[email protected] Details:

Company : Real Strips Limited.401-402, Florence,Opp. Ashram Road Post Office,

Ashram Road,Ahmedabad 380 009.

CIN : L27100GJ1990PLC014383Email Id: [email protected]

Regis trar and Transfer Agents : M/s MCS Share Transfer Agent Limited101, Shatdal Complex, 1st Floor,

Opp Bata Show Room, Ashram Road,Ahmedabad 380 009

E-Voting Agency : Central Depository Services (India) Limited

E-mail ID: [email protected] : 022- 22723333/ 8588

Scrutinizer : CS Ashwin ShahPracticing Company Secretary

E-mail ID : [email protected]


Place: Ahmedabad A. K. KatariaDate: 11th August, 2015 Chairman

Registered Office:

401-402, Florence,

Opp. Ashram Road Post Office,Ashram Road, Ahmedabad-380 009

Phone : +91 79 26580455, 26581833, 26588788Fax : +91 79 40068261

Email Id : [email protected] Website: www.realstrips.com CIN.: L27100GJ1990PLC014383
http://www.evotingindia.com/mailto:[email protected]:[email protected]://www.cdslindia.com/mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]://www.realstrips.com/http://www.realstrips.com/mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]://www.cdslindia.com/mailto:[email protected]:[email protected]://www.evotingindia.com/


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ANNEXURE TO NOTICEEXPLANATORY STATEMENT PURSUANT TO SECTION 102(2) OF THE COMPANIES ACT, 2013

Item No. 5

The Board of Directors of the Company had appointed Ms. Nipa P. Shah as an Additional Director of the Company with effect from 30

th

March, 2015. In accordance with the provisions of Section 161 of Companies Act, 2013, Ms. Nipa P. Shah shall hold office up to the dateof the forthcoming Annual General Meeting and is eligible to be appointed as an Independent Director for a term upto five years. TheCompany has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to proposeMs.Nipa P. Shah as a candidate for office of a Director of the Company, be and is hereby appointed as an Independent Director of theCompany.The Company has received a declaration of independence from Ms. Nipa P Shah. In the opinion of the Board, Ms. Nipa P. Shah fulfills theconditions specified in the Companies Act, 2013 and the Equity Listing Agreement, for appointment as Independent Director of theCompany. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of appointment ofIndependent Directors is available for inspection at the Registered Office of the Company during business hours on any working day andis also available on the website of the Companywww.realstrips.com.None of the Directors or Key Managerial Personnel and their relatives, except Ms. Nipa P. Shah, are concerned or interested (financiallyor otherwise) in th is Resolution. The Board commends the Resolution set out at Item no. 5 for approval of the Members.Brief resume and other details of the Independent Directors whose appointment is proposed are provided in the annexure to theExplanatory Statement attached herewith.Item No. 6The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s N.D Birla & Co., Cost

Accountants as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2015-16, at a fee of Rs. 50,000/- plus applicable taxes and reimbursement of out of pocket expenses, as remuneration for cost audit servicesfor the FY 2015-16.In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 6 of the Notice for ratificationof the remuneration payable to the Cost Auditors for the financial year ending 31stMarch, 2016.The Board of Directors recommend the above resolution for your approval.None of the Directors, Key Managerial Persons and their relatives are interested in above resolution.Details of Directors seeking Appointment/Re-appointment as per Item No. 2,3, & 5 of the Ordinary Business/SpecialBusiness in Ensuing Annual General Meeting to be held on 24thSeptember, 2015 are as under:


Place: Ahmedabad A. K. KatariaDate: 11th August, 2015 Chairman

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

Phone : +91 79 26580455, 26581833, 26588788Fax : +91 79 40068261

Email Id : [email protected] Website: www.realstrips.com CIN. : 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

the

company

Committee Position

Shri

Ugamraj

Hundia

07.10.1954 19.09.1990 Commerce

Graduate

Technical Marudhar Industries

Limited

NIL 71600

Garuda

Housewares (India)

Private Limited

Shri A.K.

Kataria

15.06.1942 19.09.1990 Graduate in

Metallurgy

Technical &

Administration

Kataria Metals And

Alloys Pvt. Ltd.

NIL 69000

Vinay Alloy Steels

Pvt. Ltd.

Ms. Nipa P.

Shah

01.02.1986 30.03.2015 Graduate in

Bio-chemistry/

Bio-technology

Administration

& Commercial

NIL NIL NIL
http://www.realstrips.com./mailto:[email protected]://www.realstrips.com/http://www.realstrips.com/mailto:[email protected]://www.realstrips.com./


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Particulars2014-2015

(Rs. In Lacs)

2013-2014

(Rs. In Lacs)

Income for the Year 34477.98 32345.66

Profit before interest, depreciation and tax (PBIDT) 1097.65 2232.26

Less:

Financial Expenses 1130.83 1357.62

Depreciation 400.45 640.71

Profit / (Loss) before tax (433.63) 233.93

Provision for taxation

(i)

Current Income Tax, Wealth Tax,(ii) Deferred Tax

(iii)

MAT Credit Entitlement

0.1559.83

0.00

46.983.86

(42.69)

Profit after tax (493.61) 225.78

Add / (Less): Prior Period Adjustment 1.89 4.99

Profit available for appropriation (491.72) 230.77

Appropriations

Opening Balance of Profit & Loss Account

Less: Proposed Dividend on Equity shares

Less: Tax on dividend

Less: General Reserve

2479.16

0.00

0.00

0.00

2248.39

0.00

0.00

0.00

Net Balance Carried forward to Balance Sheet. 1987.44 2479.16

DIRECTORS' REPORT

To,

The Members,

Your Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of the company

for the year ended 31st March, 2015.

1. Financial Highlights

2. Dividend

Due to Loss, the directors therefore do not recommend dividend for the current year.3. Industrial Relation

Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation ofthe contribution made by the employees at all levels. Measures have been taken for Human Resources Development.

4. PerformanceDuring the year under review the income has increased to ` 34477.98 Lacs an increase of 6.59% over previous

year and Profit before Interest, depreciation and tax (PBIDT) has reduced up to 50.83% over the previous year.

The Company had started trading of Cold Rolled Stainless Strips/Coils in previous year in order to escalate therevenue and to capture the local market, but due to lack of market support and dumping of the import material

because of which the company incurred losses, it had to stop the Trading activity and divert itself back to its coremanufacturing business.

5. Corporate Social Responsibility

Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies arerequired to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation

of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending

the amount.The company is not covered under section 135 of the Companies Act, 2013 and the Rules framed thereunder for

the 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 31, 2015 was `598 Lacs. During the year under review, The Companyhas not issued shares with differential voting rights nor granted stock options nor sweat equity nor bonus

share.

(ii) Number of meetingA calendar of Meetings is prepared and circulated in advance to the Directors.


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During the year Seven Board Meetings and four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap between the Meetings

was within the period prescribed under the Companies Act, 2013.(iii) Independent Directors Meeting

The Independent Director met on 30.03.2015, Without attendance of Non-Independent Directors and

members 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 Executive

Directors 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 reasonably

perform their duties.

(iv) Statement on declaration given by independent directorAll independent directors have given declarations that they meet the criteria of independence as laid down

under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.(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 Committee

The 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 of

Corporate Governance as stipulated in Clause 49 of the Listing Agreement.8. Business Risk management

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the companyhas constituted a business risk management committee. The details of the committee and its terms of reference

are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.9. Internal Control System

The 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 its

objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the

Board & to the Chairman & Managing Director.The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the

Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.Based on the report of internal audit function, process owners undertake corrective action in their respective areas

and thereby strengthen the controls. Significant audit observations and recommendations along with correctiveactions thereon are presented to the Audit Committee of the Board.

10. Vigil Mechanism/Whistle Blower policy

The 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 and

stakeholder responsibility.

The Company has a Fraud and Risk 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 no

discrimination 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 to

the Audit Committee and the Board.11. Director and key managerial personnel

(i) Cessation

(a) Mr. Arvindkumar D Sanghvi, Managing Director resigned from the board w.e.f 13th November, 2014.Mr. Arvindkumar D Sanghvi joined the Board in 22ndNovember, 1990 and on 1stJune, 2014 was appointed as

Managing Director of the company.The Board placed on record its appreciation for the valuable services rendered by Mr. Arvindkumar D Sanghvi.

(b) Mr. Ashwin A Kataria, Whole Time Director resigned from the board w.e.f. 27th December, 2014 and noted

that he will continue as a non-executive director of the Company.


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(ii) Retirement by rotationDirectors Shri Ugamraj Hundia & Shri A.K.Kataria retires by rotation and, being eligible, offer themselves for re-

appointment. The Directors recommend Shri Ugamraj Hundia & Shri. A.K.Kataria for re-appointment.(iii) Appointment

Ms. Nipa P. Shah was appointed as an Additional Women Director of the Company with effect from

30th March, 2015.(iv) Appointment of Independent Director

Shri Ashish Shah, Shri Pawankumar Murarka, Shri Jitendra Mamtora, Shri Chandresh Shah and Shri Amol Dalalwere appointed as independent directors under section 149 of the Companies Act, 2013 and clause 49 of

the listing agreement in the last A.G.M. held on 23 rdSeptember, 2014 to hold office for 5 consecutive years

i.e. for a term up to the conclusion of 28 thAnnual General Meeting of the company in the calendar year 2019.(v) Evalution of Board Performance

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Boardhas carried out an evaluation of 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 beencarried out has been explained in the Corporate Governance Report.

(vi) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors, Senior Management and their remuneration. The Remuneration

Policy is stated in the Corporate Governance Report.(vii) Appointment of Key Managerial personnel

During the period under review, Mr. Ramcharan Beriwala was appointed as a Chief Financial Officer and

Compliance Officer of the Company w.e.f. 1st June, 2014 and Mr. Ajay k Patel was appointed as a CompanySecretary of the company w.e.f 1st August, 2014.

12. Directors' Responsibility StatementIn terms of Section 134 (5) of the Companies Act, 2013, the directors, to the best of their knowledge and ability

state 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 in

accordance 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 DepositYour Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and

the Companies (Acceptance of Deposits) Rules, 2014.14. Related Party Transaction

All related party transactions that were entered into during the financial year were on arms length basis and were

in the ordinary course of the business. There are no materially significant related party transactions made by thecompany with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict

with interest of the company at large. Accordingly the disclosure of related party transaction as required undersection 134(3)(h) of the companies Act, 2013 in form AOC 2 is not applicable

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 concern

status of the Company and its future operations.

16. Subsidiary CompanyThe Company does not have any subsidiary company.

17. Auditors(i) Statutory Auditor

M/s. Mehta Lodha & Co., (Firm Registration No 106250W), Chartered Accountants were appointed as Statutory

Auditors of your Company at the last Annual General Meeting held on 23rd September, 2014 for a term of


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10

Three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointmentof Auditors is 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.There has 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 and

Remuneration 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

annexed herewith as Annexure A.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor intheir Report.

(iii) Cost AuditorM/s N.D Birla & Co., Cost Accountants as the Cost Auditors of the Company to conduct the audit of the cost

records of the Company for the financial year 2015-16.18. Extract of Annual Return

The 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 in

securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealingin the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated

employees while in possession of unpublished price sensitive information in relation to the Company and during the

period when the Trading Window is closed. The Board is responsible for implementation of the Code.20. Prevention Of Sexual Harassment At Workplace

As 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) which

is responsible for redressal of complaints related to sexual harassment. During the year under review, there were

no complaints pertaining to sexual harassment.21. Transfer to Investor education and protection fund

The Company has transferred a sum ` 1,14,361/- during the financial year 2014-15 to the investor education andprotection fund established by the central government, in Compliance with Section 124(5) of the Companies Act

2013.

22. 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 concerned

particulars 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 Directors' Report.

23. Particulars of employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. Interms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled

thereto, excluding the information on employees particulars which is available for inspection by the members atthe Registered office of the company during business hours on working days of the company up to the date of

ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write tothe company secretary in advance.

24. Acknowledgement

The 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 their

organization successful.

For & on behalf of the Board

Place: Ahmedabad A. K. Kataria

Date: 11th August, 2015 Chairman


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ANNEXURE ASECRETARIAL AUDIT REPORT

FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED 31st

March, 2015Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014To,

The Members,Real Strips Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to

good corporate practices by Real Strips Limited (hereinafter called the company). Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and

expressing my opinion thereon.Based on our verification of books, papers, minute books, forms and returns filed and other records maintained by

the company and also the information provided by the Company, its officers, agents and authorized representatives

during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the auditperiod covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder

and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in themanner and subject 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, 2015 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. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent ofForeign Direct Investment, Overseas Direct Investment and External Commercial Borrowings

v. 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;

vi. As per the explanations and clarifications given to us and the representation made by the management,during the period under review there are no specific laws applicable to companyI have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India. (Not applicable as not notifiedduring the period under review).

ii. The Listing Agreements entered into by the Company with Stock Exchanges;During the period under review and as per the explanations and clarification given to us and the representation

made by the 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

prescribed under the companies Rules, 2014 as there were no instance / events falling within the perview of theseregulations during the financial year.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that

took place during the 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

were sent at least seven days in advance, and a system exists for seeking and obtaining further information and

clarifications on 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 sizeand operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and

guidelines.I further report that during the audit period the company has

1. Passed a special resolution under Section 180(1)(c) of the Companies Act, 2013 in the Extraordinary General

Meeting held on 14th July 2014.


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2. Passed a special resolution for preferential issue in the Extraordinary General Meeting held on 14th July 2014.

3. Passed a special resolution for alteration of Articles of Association in the Annual General Meeting held on23rd September, 2014.

4. Passed a special resolution under Section 180(1) (a) of the Companies Act, 2013 in the Annual GeneralMeeting held on 23rd September, 2014.

CS Ashwin ShahPlace: Ahmedabad Company Secretary

Date: 11th August, 2015 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 to

express 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 the

correctness 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 provide

a reasonable basis for our opinion.

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

company.

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

regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the

responsibility 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 or

effectiveness with which the management has conducted the affairs of the company.

CS Ashwin Shah

Place: Ahmedabad Company Secretary

Date: 11th August, 2015 C. P. No. 1640


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ANNEXURE BEXTRACT OF ANNUAL RETURN

as on the financial year ended 31.03.2015

[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 CINii Registration Date

iii Name of the Company

iv Category / Sub-Category of the Company

v Address of the Registered office and

con tac t details

vi Whether listed company Yes / Novii Name, Address and Contact details of Registrar

and Transfer Agent, if any

L27100GJ1990PLC01438319/09/1990

REAL STRIPS LIMITED

Company limited by shares/ Indian Non Government Company

401-402, Florence Opp. Ashram Road P.O., Ashram RoadAhmedabad-380009.Ph. no. (079) 26580455, 26581833, 26588788

YES

M/s. MCS Share Transfer Agent Limited. 101, Shatdal

Complex, 1st Floor, Opp. Bata Showroom, Ashram Road,Ahmedabad 380009. Ph. no. (079) 26580461, 26580462,

26580463

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 % or more of the total turnover of the company shall be stated

Sr. No. Name and Description of NIC Code of the Product/ service % to total turnover

main products / services of the company

1 Cold Rolled Stainless 27163 98.74%Steel Coil/Strips

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and address of the CIN / GLN Holding / Subsidiary % of shares Applicable

No. Company / Associate held Section

Not Applicable

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

i). Category-wise Share Holding

Category ofShareholders

No. of Shares held at the beginning of theyear

No. of Shares held at the end of the year

%Changeduringthe

year

Demat Physical Total % of

TotalShares

Demat Physical Total % of

TotalShares

A. Promoter

1. Indian

a. Individual / HUF 2673050 0 2673050 44.70 2674550 0 2674550 44.72 0.025

b. Central Govt. 0 0 0 0 0 0 0 0 0

c. State Govt.(s) 0 0 0 0 0 0 0 0 0

d. Bodies Corporate 416691 0 416691 6.97 417691 0 417691 6.99 0.017

e. Banks / FI 0 0 0 0 0 0 0 0 0

f. Any Other. 0 0 0 0 0 0 0 0 0Sub-Total (A)(1): 3089741 0 3089741 51.67 3092241 0 3092241 51.71 0.042

2. Foreign

a. NRIs Individuals 0 0 0 0 0 0 0 0 0

b. Other Individuals 0 0 0 0 0 0 0 0 0

c. Bodies Corporate 0 0 0 0 0 0 0 0 0

d. Banks / FI 0 0 0 0 0 0 0 0 0

e. Any Other. 0 0 0 0 0 0 0 0 0

Sub-Total (A)(2): 0 0 0 0 0 0 0 0 0

Total Shareholding ofPromoters (A) =(A)(1)+(A)(2) 3089741 0 3089741 51.67 3092241 0 3092241 51.71 0.042


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Continued ...

B. Public Shareholding

1. Institutions

a. Mutual Funds / UTI 0 0 0 0 0 0 0 0 0

b. Banks / FI 0 0 0 0 0 0 0 0 0

c. Central Govt. 0 0 0 0 0 0 0 0 0

d. State Govt.(s) 0 0 0 0 0 0 0 0 0

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

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

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

h.Foreign VentureCapital Funds 0 0 0 0 0 0 0 0 0

i. Others (specify) 0 0 0 0 0 0 0 0 0

Sub-Total (B)(1): 0 0 0 0 0 0 0 0 0

2. Non-Institutionsa. Bodies Corporate

i) Indian 681226 4000 685226 11.46 450885 4000 454885 7.61 -3.852

ii) Overseas 0 0 0 0 0 0 0 0 0

b. Individuals

i) IndividualShareholders holding

nominal share capitalupto`1 lakh 691081 152650 843731 14.11 826489 150750 977239 16.34 2.233

ii) IndividualShareholders holding

nominal share capitalin excess of`1 lakh 1100510 0 1100510 18.40 1022039 0 1022039 17.09 -1.312

c. Others (specify)

i) Shares held by

Pakistani citizensvested with the

Custodian of EnemyProperty 0 0 0 0 0 0 0 0 0

ii)Other ForeignNationals 0 0 0 0 0 0 0 0 0

iii) Foreign Bodies 0 0 0 0 0 0 0 0 0

iv) NRI / OCBs 3357 4200 7557 0.13 10505 4200 14705 0.25 0.120

v)

Clearing Members /

Clearing House 0 0 0 0 0 0 0 0 0

vi) Trusts/HUF 253235 0 253235 4.23 418891 0 418891 7.00 2.770

vii)Limited LiabilityPartnership 0 0 0 0 0 0 0 0 0

viii)

Foreign Portfolio

Investor (Corporate) 0 0 0 0 0 0 0 0 0

ix) Qualified ForeignInvestor 0 0 0 0 0 0 0 0 0

Sub-Total (B)(2): 2729409 160850 2890259 48.33 2728809 158950 2887759 48.29 -0.042

Total Public Shareholding(B)=(B)(1)+(B)(2) 2729409 160850 2890259 48.33 2728809 158950 2887759 48.29 -0.042

C. Shares held byCustodian for GDRs

&ADRs

Grand Total (A+B+C) 5819150 160850 5980000 100 5821050 158950 5980000 100 0


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ii). Shareholding of Promoters.

Shareholders Name Shareholding at the Shareholding at

beginning of year the end of year

No. of %of total %of shares No. of %of total %of shares % change

Shares shares of Pledged/ Shares Shares Pledged in

the encumbered of the /encumbered sharehol

Company to total Company to total ding

shares shares during

the year

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. 5691 0.10 0.00 6691 0.11 0.00 0.02

Amritlal Kisandas Kataria (Joint) 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

Amritlal Kisandas Kataria 69000 1.15 0.00 69000 1.15 0.00 0.00

Kataria Minaxi Amritlal 59000 0.99 0.00 59000 0.99 0.00 0.00

Amritlal Kisandas Kataria (HUF) 57000 0.95 0.92 57000 0.95 0.92 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 0.00Laxmi 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 92000 1.54 0.00 93500 1.56 0.00 0.03

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

Babulal Seshmalji Jain 44100 0.74 0.00 0.00 0.00 0.00 -0.74

Savitaben Babulalji Jain 0.00 0.00 0.00 26000 0.43 0.00 0.43

Shantiben Jayantilal Jain 39300 0.66 0.65 39300 0.66 0.65 0.00

Naresh Babulal Jain 18200 0.30 0.00 26000 0.43 0.00 0.13

Sunny Prakashraj Jain 18200 0.30 0.30 18200 0.30 0.30 0.00

Praful Babulal Jain 15700 0.26 0.00 26000 0.43 0.00 0.17

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 Ganeshmal Ji Jain 5700 0.10 0.00 5700 0.10 0.00 0.00


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

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 0.00Sarojben 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 53800 0.90 0.00 24634 0.41 0.00 -0.49

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 8300 0.14 0.00 22533 0.38 0.00 0.24

Pradeep Madanlal Hundia 7500 0.13 0.00 7500 0.13 0.00 0.00

Hirachand Mishrimal Hundia 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 5800 0.10 0.00 20733 0.35 0.00 0.25

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 0.00 0.00 100 0.00 0.00 0.00

Total 3089741 51.67 8.36 3092241 51.71 8.36 0.04

Continued ...

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 3089741 51.668

Date : 23/05/2014 1000 0.017 3090741 51.685

Date : 30/05/2014 500 0.008 3091241 51.693

Date : 01/08/2014 1000 0.017 3092241 51.710

At the end of the year 3092241 51.710 3092241 51.710


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

and ADRs)

v). Shareholding of Directors and Key Managerial Personnel

For Each of the Top 10Shareholders

Shareholding at the

beginning of the year For Each of the Top 10Shareholders

Shareholding at the end

of the year

No. ofShares

% of total

shares of theCompany

No. ofShares

% of total

shares of theCompany

Ascendum Systems Pvt Ltd 300000 5.02 Manoj C Rathod 182216 3.05

Manoj C Rathod 160626 2.69 Nisha Ajaykumar Bajaj 130609 2.18

Nisha Ajaykumar Bajaj 115388 1.93 Narendra Shantikumar Firodia 115000 1.92

Narendra Shantikumar Firodia 115000 1.92 Lepid Securities Pvt Ltd 100000 1.67

Turnkey Dealers Private Ltd 109960 1.84 Uma Agarwal 95000 1.59

R. Wadiwala Securities Pvt Ltd 103750 1.73 Manoj Chhaganlal Rathod-HUF 84823 1.42

Champaklal Babaldas Vora 100000 1.67 R. Wadiwala Securities Pvt Ltd 82146 1.37

Hiralal Laherchand Shah 100000 1.67 Sangeetha S 67480 1.13

Uma Agarwal 95000 1.59 Jainam Share Consultants Pvt Ltd 61465 1.03

Satish Agarwal 95000 1.59 Turnkey Dealers Private Ltd 59960 1.00

Sr.No.

Shareholding of Directors and Key ManagerialPersonnel

Shareholding at the

beginning of the year

Cumulative 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 A.K.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): - - - -


2 PRAKASHRAJ SHESHMALJI JAIN


Date wise Increase/Decrease in shareholding during theyear specifying the reasons for increase/decrease (e.g.



3 UGAMRAJ MISHRIMAL HUNDIA



year specifying the reasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity etc): - - - -


4 ASHWIN AMRITLAL KATARIA



year specifying the reasons for increase/decrease (e.g.allotment/transfer/bonus/sweat equity etc):

- - - -


5 ASHISH V SHAH

At the beginning of the year - - - -


year specifying the reasons for increase/decrease (e.g.


At the end of the year - - - -


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Continued ...

6 PAWANKUMAR R MURARKAAt the beginning of the year - - - -

Date wise Increase/Decrease in shareholding during the year specifying the reasons for

increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc): - - - -


7 JITENDRA U MAMTORA





8 CHANDRESH V SHAH


Date wise Increase/Decrease in shareholding during the year specifying the reasons forincrease/decrease (e.g. allotment/transfer/bonus/sweat equity etc): - - - -


9 AMOL R DALAL


05/12/2014 Decrease in shareholding during the year 45 - 45 -


10 PUKHRAJJI S JAIN





11 NIPA P SHAH





12 RAMCHARAN N BERIWALA





13 AJAYKUMAR K PATEL

At the beginning of the year - - - -Date wise Increase/Decrease in shareholding during the year specifying the reasons for




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V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

*Arvind Kumar Sanghvi ceased to be a Managing Director / Director of the Company with effect from 13th November, 2014.**Ashwin Kataria ceased to be a Whole Time Director of the Company with effect from 27th December, 2014.

B. Remuneration to other Directors

* Ashwin Kataria ceased to be a Whole Time Director of the Company with effect from 27th December, 2014 and noted that he willcontinue as a non-executive director of the Company.

Secured Loansexcludingdeposits

UnsecuredLoans

Deposits TotalIndebtedness( inCrores)

Indebtedness at the beginning of the financial year

i). Principal Amount 146.21 27.39 0 173.60

ii). Interest due but not paid 0.18 0 0 0.18

iii). Interest accrued but not due 0.04 0 0 0.04

Total (i+ii+iii) 146.43 27.39 0 173.82

Change in Indebtedness during the financial year

Addition 0 0 0 0

Reduction 28.66 4.07 0 32.73

Net Change -28.66 -4.07 0 -32.73Indebtedness at the end of the financial year

i). Principal Amount 117.55 23.32 0 140.87

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 23.32 0 141.09

Sr.No. Particulars of Remuneration

Name of Director TotalAmount ofArvindkumar D

Sanghvi*Ashwin AKataria**

UgamrajHundia

PrakashrajJain

1. Gross Salary

(a). Salary as per provisions contained inSection 17(1) of the Income Tax Act,1961 360000 360000 360000 360000 1440000

(b).Value of perquisites under Section 17(2)Income Tax Act, 1961 28800 28800 28800 28800 115200

(c). Profits in lieu of salary under Section17(3) Income Tax Act, 1961 0 0 0 0 0

2. Stock Options 0 0 0 0 0

3. Sweat Equity 0 0 0 0 04. Commission 0 0 0 0 0

- as % of profit 0 0 0 0 0

- others, specify. 0 0 0 0 0

5. Others, please specify 0 0 0 0 0

i). Retirals 0 0 0 0 0

Total (A) 388800 388800 388800 388800 1555200

Sr.

No. Particulars of Remuneration

Name of Director Total

Amount

ofAshish

Shah

Pawankumar

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 12000 10000 10000 12000 0 0 0 0 54000

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

Total (B)(1) 10000 12000 10000 10000 12000 0 0 0 0 54000

2. Other Non Executive Directors

Fee for attending Board/Committee

Meetings 0 0 0 0 0 0 10000 6000 12000 28000

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 10000 6000 12000 28000

Total (B)= (B)(1)+ (B)(2) 10000 12000 10000 10000 12000 0 10000 6000 12000 82000

total Menegerial Remunaration 10000 12000 10000 10000 12000 0 10000 6000 12000 82000


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C. Remuneration to key managerial personnel other than Managing Director/Manager/Whole Time Director

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Particulars of Remuneration

Name of Key Managerial Personnel

Total Amount ofRamcharanBeriwala Ajay K Patel

1. Gross Salary 565023 80000 645023

(a). Salary as per provisions contained in Section 17(1) of the Income TaxAct, 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

- as % of profit 0 0 0

- others, specify. 0 0 0

5. Others, please specify - Retirals 0 0 0

Total (A) 565023 80000 645023

Type

Section ofthe

Companies

Act

Brief

Description

Details of Penalty/Punishment

/Compounding fees

imposed

Authority[RD /

NCLT /

COURT]

Appealmade, 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




C. OTHER OFFICERS IN DEFAULT





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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 : 2014-15 2013-14

(1) Electricity :-

Unit 8736760 8339960

Total Amount ` 66990613 62368426

Rate/ Unit ` 7.67 7.48

(2) Own Generation :-

{i} Through Diesel Generation Set:

Units 52840 14328

Diesel Consumed Ltrs. 16818 5834

Unit per/Ltrs of diesel 3.14 2.46

Diesel cost ` 1038189 347179

Cost per unit ` 19.65 24.23

{ii} Through Wind Turbine Generator:

Units 6743309 6588763

(3) Furnace Oil / Diesel:-

Consumption Ltrs. 71458 59299

Value ` 4336503 3473724

Rate/ Unit ` 60.69 58.58

(4) Gas(PNG):-

Consumption SCM 1871924 2365250

Value ` 88993754 109626443

Rate/ Unit ` 47.54 46.35

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

Product- S.S.Coil (Own) M.T. 21460.382 22545.910

Product- S.S.Coil (Jobwork) M.T. 124.350 234.310

Total Production 21584.732 22780.220

Electricity- Consumption Per M.T. Units 407.21 366.73

Furnace Oil / Diesel- Consumption Per M.T. Ltrs. 3.31 2.60

Gas (PNG)- Consumption per M.T. SCM 86.72 103.83

[B] TECHNOLOGY ABSORPTION:

The company is using latest technology available.

[C] FOREIGN EXCHANGE EARNINGS:

Earnings ` 4817138 2550360

Out Go ` 22971998 13494931


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MANAGEMENT DISCUSSION AND ANALYSIS

The Indian Stainless Steel Industry is inextricably linked with economic growth and prosperity. There are numerous

ways in which Stainless steel contributes to economies and society. Stainless Steel contributes to nearly two

percent of the gross domestic product (GDP) and employs over 500,000 people. The infrastructure sector is

Indias largest Stainless steel consumer, thereby attracting investments from several global players. Owing to this

connection with core infrastructure segments of the economy, the Stainless steel industry is of high priority. Also,

Stainless steel demand is derived from other sectors like automobiles, consumer durables and infrastructure; therefore,

its fortune is dependent on the growth of these user industries. India has seen a rapid rise in production over the

past few years, which has resulted in India becoming fourth largest producer of Stainless steel in the world.

Traditionally, stainless steel production growth in India was driven by the demand for Utensils. However, with

modernization and market development efforts, considerable demand growth has been registered in sectors like

ABC (Architecture, Building and Construction), ART (Automobiles, Railways and Transport). Process Industry (In

Chemical & Petrochemical plants, Oil and Gas industry), Power Projects (Nuclear and Solar Power Projects), consumer

durable and other industrial applications, thus the consumptions pattern for Stainless Steel Is Changing rapidly

towards a profile which prevalent in more mature Stainless Steel markets.

COMPANY OVERVIEW

We 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 our customer requirements. The Company has emerged 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 customers from 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 topmost player in

the Cold Rolled Stainless Steel coils/strips industry. We wish to continue to supply our products to corporate

houses, increase our market share in the industry, produce quality products at the competitive rates, adopt one of

the best human resource practices and also secure various certifications for standards and quality improvement.

We plan to boost our exports by participating in trade fairs and exhibitions all over the World.

PRODUCTION PERFORMANCE

The company deals in a single product, i.e. Cold Rolled Stainless Steel Coils/Strips. The production of the company

in 2014-2015 is 21585 MT.

We have also achieved the Quantity Sold in trading business at 9245 MT.

SWOT ANALYSIS

STRENGTH & 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

from other producers.

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

tough.

OPPORTUNITIES & THREATS

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

Acceptance of the Company products in quality-conscious markets.

Sharp increase in electricity and other fuel costs.

High cost of existing working capital finance.

Weak price trends, coupled with slower demand growth.

Volatile rupee.


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RISKS AND CONCERNS

The Company is exposed to normal Industry risk factors like demand-supply constraints, Governmental policies etc.

To optimize 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

protection has 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

Wind Mills, the companys 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 2014-15 is 6743309 Units.

INTERNAL CONTROLS:The Company has proper and adequate systems of internal control that provides assurance

on the efficiency of operations and security of assets. An independent Internal Auditor is in place to check, audit

and monitor 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

have been cordial and conducive to work. The Company recognizes the value and contribution of its employees,

and earnestly endeavors 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 higher levels 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 that may have impact on Company's operations includes economic conditions affecting demand / supply

and price conditions in the domestic and overseas markets, changes in the Government regulations / policies, tax

laws and other statutes and other incidental factors. The Company assumes no responsibility to publicly modify or

revise any forward looking statements on the basis of any future events or new information. Actual results may

differ from those mentioned in the report.


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Annexure - I

REPORT 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 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 places

and at right intervals. The Company has complied with all the requirements of Corporate Governance under clause

49 of listing agreement and listed below is the status with regard to same.

2. Board of Directors

(a) Composition of the Board

The Board of Directors of your Company as on March 31, 2015 comprises of eleven Directors out of which

nine Directors are Non-Executive Directors including Woman Director. Non-Executive Independent Directors

consist of professionals drawn from diverse fields that bring in a wide range of skills and experience to theBoard. No Director is related to each other except Mr. Pukhraj Jain and Mr.Prakashraj Jain, Mr.Ashwin A. Katariaand Mr. A. K. Kataria, who are related to each other as Family Member.

Independent directors are non-executive directors as defined under Clause 49(II)(B)(1) of the Listing

Agreements entered into with the Stock Exchanges. The maximum tenure of the independent directors isin compliance with the Companies Act, 2013. All the Independent Directors have confirmed that they meet

the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act.The composition of the Board of Directors and number of other Directorship & Memberships / Chairmanships

of Committees as on March 31, 2015 are as under:

*Appointed as Additional Director w.e.f March 30, 2015.

Other directorships do not include alternate directorship, directorship of Private Limited Companies, Section 8

Companies 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.

(b) Board Procedure:Board met seven times during the year under review on 29 th May 2014, 14th July 2014, 29th July 2014, 13th

November 2014, 12th February 2015, 9th March 2015 and 30th March 2015. The intervening gap between themeetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Name of Director Category of Directorship Directorship in

other Companies

No. of Chairmanship/membership in

Board Committees.

Mr. A.K. Kataria

DIN : 00435496

Chairman & Non-

executive directorNIL 1

Mr. Prakashraj Jain

DIN : 00435076

Joint Managing Director2 3

Mr. UgamrajHundiaDIN : 00435229

Joint Managing Director 1 NIL

Mr. Ashwin A. Kataria

DIN : 00434823

Promoter & Non-

Executive DirectorNIL NIL

Mr. Pukhraj Jain

DIN : 02261061

Promoter & Non-

Executive DirectorNIL NIL

Mr.

PawankumarMurarka

DIN : 00123602

Independent & Non-

executive director 1 3

Mr. Chandresh Shah

DIN : 00434710

Independent & Non-

executive directorNIL 2

Mr. AmolDalal

DIN : 00458885

Independent & Non-

executive director2 2

Mr. Ashish Shah

DIN : 00007201

Independent & Non-

executive director1 NIL

Mr. JitendraMamtora

DIN : 00139911

Independent & Non-

executive director 2 NIL

Ms. Nipa P. Shah*

DIN : 07141281

Independent & Non-

executive directorNIL NIL


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The information as required under to Clause 49 of the Listing Agreement is made available to the Board. Theagenda and the papers for consideration at the Board Meeting are circulated to the Directors in advance. Adequate

information is circulated as part of the Board Papers and is also available at the Board Meeting to enable the Boardto take informed decisions. As required under Clause 49 of Listing Agreement, the Board periodically reviews

compliances of various laws applicable to the Company.

The Companies Act, 2013 read with the relevant rules made thereunder, now facilitates the participation of aDirector in Board/Committee Meetings through video conferencing or other audio visual mode. Accordingly, the

option to participate in the Meeting through video conferencing was made available for the Directors except inrespect of such Meetings/Items which are not permitted to be transacted through video conferencing.

The attendance of each Director at the Board Meetings and last Annual General Meeting held during the year

under review are as under:

Name of Director Meetings Attendance at last

No. of Board No. of Board AGM held on

Meeting held while Meeting attended while 23rd September 2014.

holding the office holding the office

Mr. A.K. Kataria 7 6 Yes

Mr. Arvindkumar D Sanghvi1 4 4 Yes

Mr. Prakashraj Jain 7 7 Yes

Mr. Ugamraj Hundia 7 7 Yes

Mr. Ashwin A. Kataria 7 7 Yes

Mr. Pukhraj Jain 7 5 Yes

Mr. Pawankumar Murarka 7 6 No

Mr. Chandresh Shah 7 5 No

Mr. Amol Dalal 7 6 Yes

Mr. Ashish Shah 7 5 No

Mr. Jitendra Mamtora 7 5 No

Ms. Nipa P. Shah2 0 0 NA.

1Resigned from the board w.e.f 13th November 2014.2Appointed as Additional Director w.e.f 30th March 2015.

(c) Independent Directors Meeting:

The Independent Directors met on 30 th March, 2015, without the attendance of Non-Independent Directors andmembers of Management. The Independent Directors were present at such meeting reviewed the performance

of 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 the

Board to effectively and reasonably perform their duties.

(d) Evaluation of the Boards Performance:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and

individual 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 exercise

was 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, safeguarding

of minority shareholders interest etc.

(e) Code of Conduct:

The Board has laid down a Code of Business Conduct and Ethics (the Code) for all the Board Members and Senior

Management of the Company. The Code is available on the website of the Company www.realstrips.com. All Board

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 the

provisions of the Companies Act, 2013.
http://www.realstrips.com./http://www.realstrips.com./


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

Mr.Ugamraj Hundia and Mr. A. K. Kataria, are retiring at the ensuing Annual General Meeting and being eligible, haveoffered themselves for re-appointment.

Ms. Nipa P. Shah was appointed as an Additional Director w.e.f March 30, 2015 and will hold office up to theensuing Annual General Meeting. The Company has received a notice in writing from a member under Section 160of the Companies Act, 2013 signifying his intention to propose Ms.Nipa P. Shah as a candidate for office of a

Director of the Company.In accordance with the provisions of Section 149 of the Companies Act, 2013, Ms. Nipa P. Shah is being appointed

as Independent Director to hold office as per her tenure of appointment as mentioned in the Notice of the

forthcoming Annual General Meeting of the Company.The brief resume and other information required to be disclosed under this Section is provided in the Notice of the

Annual General Meeting.3. Committees of the Board

A) Audit Committee:(a) Constitution & Composition of Audit Committee:

The Audit Committee of the Company was constituted on 30 th January 2002 and subsequently

reconstituted from time to time to comply with statutory requirement.During the year under review Audit Committee Meetings were held four times on 29th May 2014, 29th

July 2014, 13th November 2014, 12th February 2015.The intervening gap between the meetings waswithin the period prescribed under Clause 49 of the Listing Agreement.

The Composition of the Audit Committee and details of attendance of the members at the committee

meetings during the year are given below:

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

Mr. Ajay Patel, Company Secretary and Compliance Officer act as Secretary of the Committee. TheChairman of the Committee was present at the last Annual General Meeting held on 23 rd September,

2014.The Committee discharges such duties and functions generally indicated in Clause 49 of the Listing

Agreement and Section 177 of the Companies Act, 2013 and 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 refer

real strips

Documents