-s~ - reiljp.com · The Directors feci privileged to present the 33,,1Annual Report on the business...

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.•. To The Members, The Directors feci privileged to present the 33,,1Annual Report on the business and operations of your Compaoy, together with the audited Statement of Accounts, for the year end~d March 31,2015. FINANCIAL PERFORMANCE Your Company has recorded sustained growth in all key financial parameters during the year 2014-15. The important financial highlights for the year arc as under:- (Rs. in Lacs) -s~ No: ],ARTICULARS _._._. 2014~15 - ... - .. 2013-14 - ,. --- I. Turnover & Other Income 22499 21725 2. Material Cost 13808 13637 3. Employment Cost 2274 2230 4. Other Revenue Expenses 4055 3612 5. Gross Operating Margin 608] 5427 6. Gross Margin (PBDIT) 2362 2246 7. Depreciation 175 167 8. Gross Profit 2187 2079 9. Finance & Service Charges 91 91 HI. Profit Before Tax (PBT) 2096 1988 11. Profit After Tax (PAT) 1445 1358 12. Net Worth 9444 8271 13. Capitallomployed 10812 9102 14. Order booking 19545. 27177 15. Book Value Per Share(in Rs.) 77.09 67.52 16. Sales TurnoverfNet Block 10.2 9.4 17. PAT/Net Worth (% age) 15.3. 16.4 18. Gross Profit! Capital Employed (% age) 20.2 22.8 19. Current Ratio 2.2 1.5 .

Transcript of -s~ - reiljp.com · The Directors feci privileged to present the 33,,1Annual Report on the business...

.•.

ToThe Members,

The Directors feci privileged to present the 33,,1Annual Report on the business and operations of yourCompaoy, together with the audited Statement of Accounts, for the year end~d March 31,2015.

FINANCIAL PERFORMANCE

Your Company has recorded sustained growth in all key financial parameters during the year 2014-15.The important financial highlights for the year arc as under:-

(Rs. in Lacs)-s~No: ],ARTICULARS

_._._.2014~15 - ... - ..

2013-14

- ,. ---I. Turnover & Other Income 22499 217252. Material Cost 13808 136373. Employment Cost 2274 22304. Other Revenue Expenses 4055 36125. Gross Operating Margin 608] 54276. Gross Margin (PBDIT) 2362 22467. Depreciation 175 1678. Gross Profit 2187 20799. Finance & Service Charges 91 91HI. Profit Before Tax (PBT) 2096 198811. Profit After Tax (PAT) 1445 135812. Net Worth 9444 827113. Capitallomployed 10812 910214. Order booking 19545. 2717715. Book Value Per Share(in Rs.) 77.09 67.5216. Sales TurnoverfNet Block 10.2 9.417. PAT/Net Worth (% age) 15.3. 16.418. Gross Profit! Capital Employed (% age) 20.2 22.819. Current Ratio 2.2 1.5

.

STATUS OF COMPANY'S AFFAIRS

Your Company has achicved a top line of Rs. 224.99 crore and bottom line of Rs. 14.45 crore during thefinancial year ended March 2015.

Thc Company cntered into the Performance MoU with Department of Heavy Industry, Ministry of HeavyIndustries & Public Entcrprises (MoHI&PE), Government of India to set the performance targets j{Jr theycar 2015-16. This year also, it is expected that the Company will receive Excellcnt rating, as per thecomputations performed on the actual achievements figures. This outcome is subject to final computation ofrating by the OPE.

The MoU perfurmance of REIL, for the year 20] 3-14 has been rated as 'Excellent' in respect of the MoUsigned with the Government ofIndia. REIt, has been awarded the MoU Composite score of' 1.30'.

REIL signed a MoU with Energy Efficiency Services Limited (EESL), NeW Delhi, for jointly working foridentification, development and implementation of Energy Efficiency Projects (or demand side measuresineluding Municipal functions, Agriculture, Public Building, Lighting, and Industrial etc. The MoUenvisages crcating awarcness about the energy cfficiency and upgrade the existing conventional lightingsystems I equipmcnt with encrgy cfficicnt LED lights and high efficicncy star ratcd equipmcnt.

The Company has successfully launched the Electronic Milk Adultcration Tester (EM AT) in previous ycar,which is getting good response across the Country. The product is unique, aflurdable and demanding, aspeedy growth for this product is expected in the coming years.

In thc dairy scctor to address critical health issues of Animal Husbandry to efficiently manage veterinarydrugs and medicines available in the stores, a software application is dcsigned for the Government ofRajasthan. .

The Company has signed MoU with SJVNL to identify and execute Solar Projects to th~ tune of 100 MWby 2019 in India and aboard.

The Company has signed an agreement with Mis Milkotronic Ltd., Stara Zagora, Bulgaria fiJr TechnologyTransfer for manufacturing of Milk Analyser Lactoscan SUO at Jaipur. This agreement was signed atHannover Messe 2015 in Hannover, to luster the "Make in India" vision ofHon 'ble Prime Minister of India.

The Company has bagged a prestigious order from Northern Railway, Jammu and completed a pilot ofI MWp SPY Power Plant at Shri Mata Vaishno Devi, Katra Railway Station. The Power Plant will beinstalled on roof shelters of the platform and its buildings. This step has been taken in the direction toestablish a world class infrastructure at this station as it serves the purposc for the pilgrims to reach holycavc ofShri Mata Vaishno Devi from all parts ofthc country.

Your Company has signed a Non Disclosure Agreement with Mis N.idec Corporation, Japan fordevelopmcnt of BLOC motor based pump and controller for Solar Water Pumping application.

Your Company continues with its task to built busincss with long term goals based on intrinsic strength interms of its powerful brands,. quality manufacturing process, excellent after-sales-service and customerrelationships. It accords high priority to rationidizing and streamlining operations to bring about betterefficiencies and reduction in costs. The Company continucd to be a "MINI RATNA" amongst Public ScctorEnterprises.

DIVIDEND

Based on the Company's performance, the directors are pleased to recommend dividend out of the amountavailable for appropriation, 01'20% including dividcnd tax on equity for the year ended 31" March 2015.

\I

TRANSFEI~ TO RESERVES

It is proposed to transfer Rs. 12 crore to Gcneral Rcserve of the Company as against Rs. 10.50 crore Incorresponding period of previous ycar.

CREDIT RATING

Thc Company has obtained its credit ratings li'OIn CARE. It has been given a rating 'CARE BBB+' byCARE for its long-term bank facilities. Similarly, for its short-term bank facilities the Company has beenassigned 'CARE A3+' rating by CARE

The ratings continue to derive strength li'om the established operations with long track record and diversifiedproduct portfolio.

EXTRACT OF ANNUAL RETURN

"I'he details flmning part of the extract of the Annual Return in limn MGT'9, as rcquired under Section 92of .the Companies Act, 2013, is included in this Report as Annexure-A and forms an integral part of thisReport,

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Shri Veerendra Kumar, Deputy Secretary; Department of I-kavy Industry,New Delhi, has been appointed as nominee Director w.e.f. 27.03.2015.

Shri S. Jainendra Kumar, Director, Department of I-[eavy Industry, New Delhi, consequent upon hissuperannuation ceased to be lJircctor ofthc Company w.e.f 09.07.2014.

Shri A.K. Deori, Director, Department of Heavy Industry, New Delhi, consequent upon his transfer ceasedto be Director of the Company w.e.f. 27.03.2015.

The Board of Directors places on rccord thc deep appreciation of the valuable services rendered as well asadvice and guidance provided by Shri S. Jaillendra Kumar and Shri A.K. Deori during their tenure.

During the year under review, pursuant to section 203 of Companies Act, 2013 Shri Subhash Agrawal, Addl.Gen. Manager (F&A) has bcen appointed as key managerial personnel of the Company to discharge theIi.mctions and responsibilities of Chief Financial Officer,

The Company has received declaration from Independent Director of the Company eon!i)rming that he meetthe criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

VISIBILITY

During the year, REIL has played key role through participations in various Exhibitions andSeminars/conferences of National/International level. in the fields of Dairy, Renewable Energy,Governance, and Information 'rechnology, such as:

• Global Trade Show~ 2015 and Vi"brant Gujarat at Gandhinagar~ Gujarat under DI-f] pavilion andexhibited products and solutions in Dairy Electronic.s, Renewable Energy and IT applications.

• RIO-INVEST. the 1st Renewable Energy Global Investors meet and .EXPO, organized by Ministry ofNew and Renewable Energy. Government of India, wherein Managing Director been an eminent

panelist in the session on "Make in India-Renewable Energy" discussed and deliberated the keypolicy intcrvcntions in the sector.

• 43,,1 Dairy Industry Conferencc (DIC) for Indian Dairy Industry organized by Indian DairyAssociation with the thcme of "Dairying for Rural Prosperity".

• 81hRenewable Energy India Expo- Asia's largest and the most innuential Renewable cnergy cvent atIndia Expo Centcr, Greater Noida.

• A Study tour to Germany organized by The Ministry of New and Renewable Energy (MNRE)Jointly with Indo German Energy Forum (IGEF) and GIZ Gmbh focusing on "Distribution GridManagement. Challenges and Solutions- Large scale integration of Renewable Energy".

• 10lh Ati"ican Dairy Conference and Exhibition (lOlh AFDA), organized by Eastern & Southern AfricaDairy association at Kenyatta International Convention Centre (KICC). Nairobi. Kenya.

• "Inter Solar India 2014 Expo" (International Exhibition and Conference) organized by SolarPromotion International GmhH focusing on Latest market developments, new tcehnologies &application solutions in the Solar Industry.

• EQ leadership Summit on the issucs in the solar industry likc the anti-dumping issucs, Ultra MegaSolar Project. etc.

• PSU Summit 20 14 organized by "E1ets" to highlight the existing challenges and opportunities inPublic Sector Undertakings.

• Participation in "Rajasthan Solar Developmcnt Summit 20 I4, organized by "The Rajasthan SolarAssociation (RSA)" and "Solar Quarter" focusing on Rajasthan Solar Policy. opportunities andchallengcs j(lI' investment in the state.

• Participation in 131h Pravasi Bharatiya Divas Convcntion. The event was attcnded by many majorplayers, domcstic as well as international, in the field of electronics and renewable energy.

• Exhibition on "Manufacturing Competitiveness and Latest Trends in Renewable Encrgy" organizedby Development Institute Jaipur, Ministry of Micro Small and Medium Enterpriscs (MSME).Government of India in association with REIL.

• "Rajasthan State Power Summit-2015" organized by PHD Chamber of Commerce and Industry(PHDCCl). MD, Shri A.K .lain delivered a key note address focusing of "Opportunities and Policiesof Rcnewable Energy Sector in Rajasthan".

• "Cll partnership Summit 20 I5" thcmed "Partnerships for Shared New Realities"

CORPORATE AWARDS AND RECOGNITIONS

During the year under review, performancc of the Company has bcen recognized by way of bestowing of thefollowing prestigious awards:

• BT Star "Best PSU Award 2014" I(w Excellencc in Innovation.• India Today "I'SU Award 2014" f(1I'13est in R&D Innovation.• Asia Pacific IIRM Congress Award 2014 for "Innovative j-IR Practices".• Governance Now "PSU Award 2014" in Mini Ratna Category ll, for Assets Utilization.• PSE Excellcnce Award 20 14 for "R&D, Technology Dcvelopment".• SCOPE Meritorious Award Commendation Certification far R&D. Technology Development &

Innovation.• "Best Employer Award- 201 r by Employcrs' Association of Rajasthan for 6th time in a row far its

good cordial industrial relations with the employees.• Company has been awarded a "Golden Jubilee Trophy" f(1I'the 33 ycars of invaluable contribution in

economic and social growth of Rajasthan. .• Company has received an appreciation letter and a Mcmento li'om Central Excise & Service Tax.

Jaipur Zone for Excellent Contribution of revenue and filing of returns towards Central ExciscDuty/Servicc Tax during the FY 20 13-14.

Shri A.K . .lain, Managing Dircctor of the Company has bccn rcc~gnized and feli'citated by the Institutionof Enginccrs as an 'Emincnt Enginccr' for his outstanding contribution to the country during the lastmore than 32 ycars.

QUALITY & RELIABILITY

REIL continues to deliver valuc to its elients through significant invcstments in Qua[ity programmcs acrossthe proccss of delivcry. Its integrated quality program drivcs quality and productivity improvements acrossthe organization, by dcveloping and implcmenting quality-chcck programmcs for the various stages ofprocesses that includes serviccs to the end consumers. REIL is certified undcr various standards to meet thedemand of the elients and deliver improved services to them. Thcsc certifications inelude ISO 9001- 2008and [SO 1400 [- 2004. The Quality System estab[ ishcd and imp[cmcntcd by the Company, has bccnrcccrtificd by Del Norske Verilas, for conformancc to the requiremcnts of Intcrnational Standard [SO9001 :2008. ISO 9001 certifi'cation f{)!'"Installation, Commissioning & Scrvicing of Agro Dai):y ElectronicEquipment/Systems such as Mi[k Collection & Testing Systcm" has bccn accrcditcd to Field MaintcnanceCcntre at Anand on 3[" Dcccmber, 2014.

PRODUCTION

The production, during the financial ycar 20f4.2015 amountcd to RS.']63.26 'crore, in comparison toprevious ycar Rs. [52.83 crore. The Company has produced 91 I I Nos.' of E[ectronic Milk Ana[ysers ascompared to prcvious year 7464 Nos. The Company has also achieved more production in SolarPhotovo[taic Modulcs of9 MW(729 [2 Nos.) as compared to the previous year of 7.3 MW(59903 Nos.).

DEVELOPMENT OF SUJ'PORT UNITS & MSMEs

REIL as a policy puts cmphasis on dcvelopment 0(' support industries and is now planning to put moreemphasis on rural industrialization. REIL is in close interactions with support industries for their technologyup-gradation which in turn hclps in thcir quality improvcmcnt and volumc production. REIL is fullilling allits requirement of raw material and components, rcquircd Ji)!' rcgular production of Electronic MilkAnalyzcrs and Solar Photovoltaic Modules etc., from support industrics.

HElL is rcgularly dcveloping support industrics by advertising in thc ncws papcrs and participating in thcvendor dcvelopmcnt programmes organizcd by MSME hom time to time. Procuremcnt from MSMEsduring 20 [4-2015 was of Rs. 49.68 crore.

DISCLOSURE OF PARTJCULARS

Thc particulars as sub scction (3)(m) of Section 134 of thc Com panics Act, 2013, rcad with Companics(Accounts) Rules, 2014, are stated as undcr:

Conscl'vatilln of Encrgy

REIL continuc to strcngthcn its cncrgy conservation cfforts and closely monitors its energy consumption,and is taking steps to rcducc the same systematically, as pcr its Environmcnt Managcment Programmc.

Efforts are bcing madc to improve the encrgy eflieiency and substitute conventional energy with rcnewablcenergy whcrcver possihle. The Company aims at aehieviug the 5-Star rating in the coming years.

Rescarch & Dcvclopmcnt:

Innovation is a key focus arca at REIL, undertaken with the aim of developing, strengthening and enhancingthe competitiveness of the organization. The R&D initiative are aligned with the operations of BusincssDivisions in dcveloping ncw products/ services to address thc spccilic necd and up-grade the existing

products! processes to make them efficient strcngthen with additional features and make them competitive.The Center also organizes training programmes to ereate awareness on the products! proeesses to ensureoptimum utilization. .

A state-of-art R&D Center, equipped with requisite technical manpower, equipmcnt and tools, takes careof the development processes in a systematic manncr. The center has bcenrecognized by the Departmentof Scientific & Industrial Research, Ministry of Science & Technology, Government ofIndia sinee 1985,The Company also works with recognized R&D centers Ii))' undertaking joint development of specializedproducts! processes under agreements, Thc products! processes developed in-house have been contributingto the growth both in terms of Customer Satishlctions, a major & significant factor and the business volume.

Major products developed! up-graded during the current year inelude:

a) SoIarPowcl' Pad, fOl'AMCU:

Spy Based Automatic Milk Collection umt IS suitable for Primary village milk collection centers, Thesystem is having charging through SPY and grid with priority to SPY. The system minimizes the problemsof inadequate power supply in rural areas to reduce down time of the equipments.

b) LED Light 5W DC:

LED lights are energy efficient for the same lumen output as compared to conventional lights. The LEDlight 5W DC has been developcd IiJr Solar Power Packs Ii))' Rural! affordable housing Applications. ThcLED light optimizes the Solar Power Pack Size and lasts long besides practically maintenancc Ji'ee.

c) Spy Powcr Pack fOl'Rail Coach Application:

The country has ovcr 11,000 trains running on tracks, plying bctween 6900 railway stations in India everyday, These trains run either on electricity or diesel depending on the type of track thus consuming largeamount of encrgy and the natural resources and is a potential source of C02 emission,

REIL conceived a projcct and took up the challenge of developing the system for power generation throughSolar Energy using rail c(iach. The designed systcm has a capacity to charge the battcries in the coach, Thesystcm has been critically dcsigned considering thc Railway Safcty considerations,

d) Data Proccssor Unit (D1'U).wHb GPRS:

The Data Processor Unit has bcen successfully meetingthc dairy industry reqliirements rclated to collcctionand proccssing of data during the milk collection process for over 8 years .. In order to increase the reliabilityand transparency in the proccss and instant transfer of data (i'om collection point to central location, DPUwith GPRS was conccived, designed & developed. It facilitates the dairy managers to plan, optimize &improve the milk management before actual collection at dairy.

c) Ccntral Monitoring systcm for Watcr Pumping:

The public water pumping system is controlled manually. The projcct was conceived to remotely monitorand control the water pumping system through SMS communication in order to ensure optimum utilizationof precious resources. The ON! OFF time can be programmed and ean be done through SMS also. Theutilization time (run time) is logged in to the system memory for review. The Controller so designed is basedon latest teehnology and can be used in other similar applications.

I) 'Veb bascd Intcgrated Onlinc Mcdicinc Managemcnt softwarc:

Rajasthan is the largest state in terms of geographical area and thcre are more than 4500 veterinary hospitalsand institutions mostly in. rural areas. In order to provide better services by supplying veterinary drugs and

medicinc and maintuin the stock for animal care and health, it is esscntial to monitor onlinc and control allthc abovc functions followcd by district oiliccs, their hospitals and health center, which is not possiblethrough manual monitor.ing.

The Pashu Aushad softwarc- The Intcgratcd Online Mcdicine Managcment Software (JOMMS) iscnvisioned to providc the user with a simplificd Medicine Inventory Management System. IOMMSfacilitates the user to indent online the requirement of medicine, compile the demands of all distriet level,purehase order Irate contraet with the supplier, dispatch mcdieine to district offices, receive medieine, stockmaintenance, retrieve, issue to tehsil / VI-I / Institutions and transfcr items between of'llces. IOMMS willhave the capability to retrieve and view reports concerning the inventory performancc and cost tracking atvarious levels.

Patcnts

The Company rcccivcd following patcnts/ tradc mark during thc currcnt ycar In rcspcct of thc productdcvclopcd and launch cd .

•:. Dcsign Patcnt for EMA T.:. Trade Mark Rcgistration for EMA T

Agrccments signcd

In addition to thc in-housc development thc Company is working with recognized Rcscarch & Devclopmentcenters/ institutions/ organizations for developmcnt of products/ projccts jointly. Thc following agrecmentswcrc signed during 2014-15 .

•:. NDA Signcd with CEERI, Pilani for joint dcvclopment of Pump Controllcr and PCU.:. Agreemcnt with EESL, NaIDA f'lr joint dcvclopment of Encrgy Efficiency Projccts in Rajasthan.:. Agrcemcnt for Transfer of Tcchnology with NDR!. Karnal for manufacturing of Strip based

adulteration detcction systcm for idcntification of Maltodcxtriil, Urca, Ncutralizer, HydrogenPeroxidc and Glucosc .

•:. NDA forjoint developmcnt ofWatcr Pumps for Solar applicatiOlis.

Engineering & Documentation

Thc product documcntation plays a critical rolc in cnsuring consistcncy in manufacturing and opci'ation. TheR&D center managcs thc Documcnt Archivc and cxtcnds support to various divisions on need basis. Bcsidesabovc, Engincering activities likc rc-enginccring, cost optimization through dcvelopmcnt alternatc sources,safcguarding thc .intcllcctual ]lrOpcrty ofthe Comljany etc arc also undcrtaken by thc R&D Centcr.

Thc R&D is also maintaining a library of tcehnical books, journals, standards etc for refercncc of variousprocess oWlicrs.

R&D Expenditul'c

Thc cxpcnditurc 01; Research & Dcvelopment (R&D) during thc ycar is as undcr:

(a) Capital(b) Revcnuc

(c) Total

(Rs. in Lacs)6.96

227.06

234.02

(d) Total R&D expcnditure, as a pcrcentage of total turnovcr, stood at 1.04 %

FOI'eign Exchange Earnings and Outgoings

During the year the Company has earned a sum of Rs. 156.36 Lacs in foreign currency. The Company hasalso used total foreign exchange worth of Rs. 3901 Lacs.

iREPORT ON,CORPORA tifGOVER"NAN C.lf----!?iFOR THE YEAR 2014,,'15 >'h._'

I . ... - - .. - - - - .I (Pursuant to Deprtrlttlent. of Public Enterprises Gll:d:Ii~,eS)

Corporate governance is an cthically driven business process that is committed to values aimed at enhancingan organization's brand and reputation. This is ensured by taking ethical business decisions and conductingbusiness with a finn commitment to values,' whilc meeting stakeholders' expectations. The Companybelieves that all its operations and actions must ultimately enhance overall henefits over a sustained period.We will continue to focus our resources. strengths, strategies to achieve (he mission and vision. At the hcartof Company's Corporate Governance policy is the ideology to transparency and openness in the effeeti~'eworking of the Management and Board.

The Company's governance ij'amework is based on the following principles:

.:. Proactive flow of int()l'mation to the members of the Board and its Board Committees to enableeffective discharge of fiduciary duties:

.:. Timely diselosure of material, operational and financial information to the stakeholders;

.:. Proper business conduct by the Board, Senior Management and Employees; and

.:. Robust systems and processes for internal control,

The Board of your Company constantly endeavors to set goals and targets aligned to the Company's visionand mission - "To be the leader in the rural sector for business area of Dail'y Elee!J'onies, significantphl)'er in Renewable I~nergy and in related areas of Information Technology application" and "To putin efforts to meet tbe existing and emerging needs of customers and sel've them thl'Oughdeveloping/ma.-l{eting and delivery of quality pl'Oducts and dependable after sales services"

BOARD AND COMMITTEES:

a) Board of Directors:

As on 31 sl March, 20] 5, the Board of Directors consists of six Directors. During the financial year ended31st March, 2015, five Board Meetings were held on 27'h May, 20]4, 14'h Aug., 2014, 19'h Sept., 2014,J O'hDec., 2014 and 31 sl March, 2015.

The details of composition of the Board as at 3] .03.2015, (he attendance record of the Directors at the BoardMeeting held during the financial year 2014-15 and at the last Annual General Meeting (AGM), as also thenumber of Directorships. Committee Chairmanships and Membcrships held by them in other Companies aregiven here below:

.',

Nmnc of the Category No. of Whether . Numher of Numher of COlllllliftCl'Director. Meetings attended I)il.ec.ol"ships positions held in public

attended lasl AGM in other Jlublic companiesheld .011 companies

19.1)9.2014 Memher Chairman

Smt. Vecnll Gupta Chainnan 5 Present 9 10 Nil(Pari Time)

Shri A.K. Jain Managing Director 5 Present 2 Nil Nil

Shri Prakash Director 5 Present I Nil . NilTekwani (Pali time)Shri A. Muralidhar Dircctor 5 Prescnt I Nil Nil

(Part time)Shri. S. Jainendra Director Nil N.A. Nil Nil NilKumar (Part time)

(Ull-to 09.07.2014)Shri.A.K. Deori Director 3 Present 2 Nil Nil

(Part time)(W.E.F 09.07.2014Up-to 27.03.2015)

Shri Vcerendra Director Nil N.A. I Nil NilKumar (Part time)

(W.E.F 27.03.2(15)Shri M.L. Independent Director 5 Present Nil Nil

~Nil

Bharl!ava

Il) Boanl Procedure:

The Board meets at regular intervals to discuss and decide on busincss strategies/policies and review thefinancial performancc of thc Company. Thc noticc of each Board Mceting is given in writing to cachDirector. These Meetings are scheduled well in advance and the notice of each Board Meeting is given inwriting to each Director.

The agenda and the relC\'ant notes are sent in advance separately to each Director and only in exceptionalcascs the samc is tabled at the meeting. The Board reviews the performance of thc Company evcry quartervis-n-vis the targets set by them and helps in the 111<,iorstrategic decisions and policy formulations. Themembers of the Board have access to all information of thc Company and are free to recommend inelusionof any matter in agenda I{)r discussion in consultation with the Chairman.

c) Board's Rcspollsibilitics:

Thc Board of Directors oversees the overall functioning of the Company. The Board provides and evaluatesthe strategic dircction of the Company, managcment policies and their effcctivencss and ensurcs that thelong-term interesis of the stakeholders are being servcd.

d) Audit Committee:

The Audit committee comprises of Four Directors namely Shri M.L. Bhargava, Shri AK. .lain,Shri A. Muralidhar and Shri Prakash Tekwani. Shri M.L. Bhargava, Independent Director is the Chairman ofthe Audit Committee. During the financial year ended 31 st March, 2015, three Audit Committee Meetingswerc held on 141h Aug., 2014, IOlh Dee., 2014, 31 st March, 2015.

The composition of the Audit Committee and attendance of Directors at Audit Committec Meetings aregivcn below:

Nan1l' (If

I)ireetor

Shri M.L. Bhargava

Shri AX. Jain

Shri Prakash Tekwani

Shri A. Muralidhar

Category

Chairman

Managing Director

Director (Part Timc)

Dircctor (Part time)

No. of Audit Committeemeetings attended

3

3

3

2

Broad tenns of reference of the Audit Committee:

The Audit Committee oversees the Company's financial reporting process and the disclosure of its financialinformation to ensure that the Jinancial statcment is correct, sufficient and credible.

Reviewing, with the management the annual financial statcments beforc submission to thc Board forapproval, with particular relerencc to:

Thc Power and Role ofthc Audit Committee shall includc the following:

I. To investigate any activity within its terms of refercnce.

2. To seek information from any employee.3. Oversight of our Company's financial reporting process and the disclosure of its financial

information to ensure that the financial statemcnt is correct, sufficicnt and credible;4. Recommending to the Board, the appointment, re-appointment and, if required. the replacement or

removal of the statutory auditoi' and the fixation of audit Jees;5. Approvalofpayment to statutory auditors for any othcr services rendered by:the statutory auditors.

6. Review with the management of, the annual financial statements before submission to the Board forapproval, with particular reference to:

• Matters required to be included in the Director's Responsibility Statement to be included inthe Board's report in terms of clause (e ) of sub-section 3 of Section 134 of the CompaniesAct 2013;

• Changes, ifany, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercis.e of judgment bymanagement;

• Significant adjustments made in the financial statements arising out of audit findings;

• Disclosure of any related party transactions; and

• Qualifications in the draH audit report7.. Review with the management of the quartcrly financial statcmcnts beforc submission to thc Board

for approval;8. Rcvicw and monitor the auditor's indcpendcnce and pcr({"'1llance. [md cf'ieetiveness or audit process:9. The appointment, removal and terms ofrcmuncration of the chief internal auditor shall be subject to

review by the Audit Committee.

e) Remuue.-atiou Committee:

The Rcmuneration Committee comprises of three Directors namely Shri M.L. Bhargava,Shri Prakash Tekwani and Shri A. Muralidhar. Shri M.L. Bhargava, Independent Director is the Chairman ofthe Rcmuneration Committee. During the financial ycar ended 31st March, 2015, five RemuncrationCommittee Meeting was held on 14'h Aug., 2014, 17"1 Sep., 2014, 20'h Oct., 20]4, loth Dcc., 2014 and 31"March, 20] 5.

The composition of the Remuneration Committee and attendancc of Directors at Remuneration CommitteeMeeting is given below:

Name ofDirector'

Shri M.L. Bhargava

Shri Prakash Tekwani

Shri A. Muralidhar

Category

Chairman

Dircctor (Part time)

Dircctor (Part time)

No. of Remuneration Committeemeetings attended

5

5

3

f) Othe,' Majo,' Committees of Dir'eetors:

In addition to the above-referrcd Committces which are constituted pursuant to the Corporate GovcrnanceCode, The Board has constituted the major Committecs of Dircctors and delcgated thereto powers andrcsponsibilities with respect to specific purposcs. Thc Committces such as thc CSR Committcc,SD Committce, R&D Committce, Ethics Committec and Steering Committee having represcntation ofIndependcnt Director and mecting of each of them has been duly cCJI1ductcdduring the year. Company has aWhistle B]ower Policy whcre no personnel has becn dcnied access to the audit committec.

MANAGEMENT ANALYSIS AND DISCUSSION

The Managcment discussion and analysis statements are attached to this report.

HUMAN RESOURCE MANAGEMENT:

I-Iuman Rcsourcc policies and proccsses of the Company have transformed and cvolvcd ovcr the ycars inorder to stay relevant to the changing environmcnt, cnhancement of organizational agility and cnsurecompliancc with the changing ru]cs and regulations Ii'om time to timc. The progrcssive I-IRpolicies followedby the Company havc becn rccognized and awardcd by Asia Paci tic I-IRM Congress Award 2014 forOrganization with innovative HR practices, best cmployer award and Golden Jubilee Trophy by thcEmploycrs' Association of Rajasthan for six consccutivc ycars in row highlights our continuous cndeavorsfor being the leading employer. For maintaining the competitive advantage thc Company considcrs humanresource as strategic rcsourcc to its stratcgy formulation processes and other long term decisions.Recruitmcnt of the right kind of candidates is a critical activity wherc a lot of.cmphasis is given .on talentacquisition, retention and training & dcvclopment.

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At thc close of financial year 2014-15 the total numher of employees on permanent rolls of the Company is252 which include satisfactory representation of the minorities following the Government of India policy.The highly engaged and eon]mitled workforce ensures rise in productivity levels of the cmployees taking ittowards nearly Rs. 100 Lacs of revenue per cmployee in the current financial year.

The .Company eelebratcd a week long "Swaehh Bharat Abhiyaan" in Factory prcmises. The Companyundertook mass cleanliness and awarencss campaign for the Swaehh Bharat Movement fi'om 25'h. Septemberto 2"d. October 20 I4 on the noble thoughts of a clean India dream by our beloved Father of Nation MahatmaGandhi.

Training & Dcvelopmcnt

Training and Development programs have been an integral part of the Company and it deploys resourceswith emphasis on continuous learning for its employees. The Company invests and encourages itsemployees to acquire newer technical as well as behav.ioral related skills for improving quality, productivityand achieve cxeellence in their respective areas in order to stay with the change technologies and newerskills. In thellnaneial year 2014- I 5 a total of 22 I Man Days of training have been conducted for officers,supervisors and workers ()fthe Company. .

Promotion of Hindi LlllJguagc

The Company is continuously making vigorous cJTorts for the propagation aild successful implementation ofthe Official Language Policy. The OfliCial Language Implementation Committee regularly monitors andreviews the progrcss. To inculcate the knowledge of official language, training programme on Hindi Typing

.has been designed and implemented. Various competitions, prizes and incentives were dcclared by theCompany for promotingthe use of Hindi language in the fortnight long "Hindi Pakhwada". Employees fi'omnon-Hindi speaking areas are also motivated for the same. .

Corporate Social Rcsponsibility

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company hasundcrtakcil projccts in the area of rural devclopment and promoting health care. These projects arc inaccordance with Schedule VII of The Companies Act, 2013 and Company's CSR policy. The Report onCSR activities as required under Companies (Corporatc Social Responsibility Policy) Rules, 2014 is set outas Annexure- B forming part of/his Report. .

Right To Information Act-ZOOS

The Company has implemented The Right To Inl,mllation Act, 2005 that became effective from October 12,2005. With the coming into effect of the RTI Act. the Company has complied with the provisions of the Aetand has placed the details like - name of Public Ini'JrlJlation Officer (1'10), Assistant Public InformationOfficer (APIO) and Appellate Authority on its website. The applications arb replied within due time and thcAet is Illllowcd with as per the laid down rules and regulations.

SlJST AINABLI~ DEVELOPMENT INITIATIVES:

Innovative products through Sustainable operations have been the endeavoi' of RElL. The fast depletingnatural resources and the pollution caused to the environment are serious concer;lS today. Thus, there is aneed to focus on the operations and design them in such a way to meet. thc needs of present withoutcompromising the j~lture. REIL operate with a commitment to make the organization a 'Green'organization by adopting and continually improving the practices that support conservation, prescrvationand revitalization of thc Environment. A policy has been formulated by'the Company to achieve theobjectives related to thc Sustainable Dcvelopmcnt. ..

Thc Company, over the years has developed expertise in the areas of Resource Management includingEnergy Management, Water management, use of Renewable Energy systems, Waste Management etc. Thesustainable development initiatives taken during the year ineludc.

Monitoring Energy Consnmption

Energy consumption in manufacturilig process and ofJicc area is being monitored continuously. TheCompany has been able in maintaining the speciiic energy consumption in manufacturing areas inspite ofvarying business conditions and an increase of approx 25% iii production. volu'me. 14 nos. of LED streetlights 90W were used to replace the conventional 250 W High Pressure Sodium Vapour Lamps in thefactory premi ses. . . .

DG sets' are used as standby soutcc of energy. The Company saved approx 800 liters of diesel during theyear 2014-15 as compared to previous year by way of improving the diesel.generation efficiency.

Rcnewablc Energy Systems-A 25 KW Solar Power Plant has been installed in the Company premiscs andis operational for over two years l11eeting the office load. The generation has been 33600 units during 20 I4-15. Company has installed one more solar power plant of 100kw in the factory premiscs during the ycar2014-15.

Air & Watcr pollution Monitoring is bcing donc as per deiined process. Thc Company has established &maintained Environmcnt Management'System to the requircments oflSO 14001 and periodic measurementsare done through Central Pollution Control Board approved agencies.

Waste Managemcnt

The Company deals with waste generated in a systematic way. The waste generated, including eWaste IS

segregated, identiiied, stored and disposed off periodically through authorized recyclers.

Besides above 1{)llowingare on-going projects to improve sustainable performance of the Company.

1. Awareness & Trainingto create awareness on Sustainability.2. Improving Energy Performance of the Company ..3. Sustaining! improving Diesel Generation Performance.4. Monitoring & Reduction in TCE consumption.5. Monitoring & Reduction in Paper Consumption.6. Monitoring of water consumption.7. Waste Management-Segregation & safe disposal waste8. Preferring RoBS compliant components in manufacturing etc.

,.

III

DmECTons RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them,your Directors make the following statement in terms of Section 134(3)( c) of the Companies Aet,.20 13:

1. in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicableAccounting Standards have been lollowed along with proper explanation relating to materialdepartures;

II. the Directors have selected such accounting policies and applicd them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at the end of the financial year 2014-15 and of the profit of the Companyfor that period;

Ill. the Directors have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act,2013 for safeguarding the assets of theCompany and for preventing and deteetingli'aud and other irregularities;

IV. that the Directors have prepared the annual accounts for the financial year ended 31st March, 2015 ona •going concern: basls.

V. the Directors have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

In accordance with Section 139 of the Companies Act, 2013, Auditors are required to be appointed by theComptroller & Auditor General of India. Accordingly, Mis J.N. Gupta & Co .. Chartered Accountants,Jaipur, was appointed as Statutory Auditors for the year under report.

The Auditors' Report is self-explanatory and do not call for any Ilnther conlments.

COST AUDITORS

As per the requireme'nt of Central Government and pursuant to Section 148 ofthe Companies Act, 2013 readwith the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The Board ofDirectors has appointed Mis K.G. Goyal & Associates as Cost Auditors to conduct the Cost Audit Ii.)I' thcycar 20 15-2016.

PARTICULARS OF gMl'LOYEES IN TERMS OF SgCTION 197(12) OF nlJi: COMPANIES ACT,2013

There was no employee of the Company who received remuneration in exe~ss of the limits prescribed underthe Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, hence the information may he treated as NIL.

APPRECIATIONS & ACKNOWLlmGEMI~NT

Your Directors would like to express their sincere appreciation for the assistance and co-operation receivedli'om the financial institutions. banks. Government authorities. customers. vendors and members during theYear under review. Your Dire~tors gl:atc!ll!ly acknowledge th~ ongoing e;)-operation and support provided'by Central and State Governments and all Regulatory bodies. .1The Board also gratcflilly acknowledges the support and guidance reeeivedfi'om various Ministries of theGovernment of India, particularly the Department of Heavy Industry,. iiJ Company's operations anddevelopmental plans.

The Directors takes it on record the opportunity and guidance provided by Ministry of New and RenewableEnergy, Government of India, Department of Animal Husbandry, Dairying & Fisheries, Ministry ofAgriculture, Government of India.

The Dircctors also express their sincere thanks to the "Management of National Dairy Development Board,NDDB Dairy Services, State Milk I'cd"crations and all Icading hrands such ilsMother Dairy, Amul, SARAS,i'AAYAS, Nandani, Verka etc. and Rajasthan Rencwable Energy Cnrporation Ltd, Rajasthan HorticultureDevelopment Society, Department of Rural Dcvelopment and i'anchayati Raj, Govt. of Rajasthan, Deptt. ofRural Development. Govt. of D.P., BREDA, Gov!. of Bihar, MPUVNGovt. of M.P. , Assam Rilles,Northern Railway, CONCOR, Power Grid Corporation, GAIL (India) Ltd and RITES for their valuablesupport, assistance and the confidencc reposed by them in the Company.

The Directors takc this opportunity to express their thanks to the Managemeljt ofInstrumentation Ltd., Kotaand Rajasthan State Industrial Development & Investment Corporation "Ltd., .Iaipur for their continuedsupport and guidance.'

At last, Directors appreciate and valuc the contributions made by every menlber ofREIL family.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-CHAIRMAN

PLACE: .IaipurDATE: 18.09.2015

AnnexlII-e to Directors' Report

....~.

a) CORPORATE OVERVIEW

T'he Rajasthan leleetronies & Instruments Ltd" Jaipur (REIL) operates \vith an objective to identifyingcustomer's specific needs, translating them into guality products and pl'oviding dependable after salesservices, The Company aims at retaining its primacy in the area of rural electronic, non-conventional energysystems & information techn010gy by developing, manufacturing and marketing quality products and byoffering guality services,

The Company prepares its financial statements in compliance with the requirements of the Companies Act.2013 and the Generally Accepted Accounting Principles (GAAP) in India,'Overall the financial statementshave been prepared on the historical cost basis,

b) GLOBAL ECONOMY

• Despite unpredictable headwinds, the global economic recovery is gaining momentum, Thesewinds of positive change have masked the growth divergence among major economics,Specifically, the recovery in United States was stronger than'expected, while performance inJapan and Euro-zone has fallen short of expectations, This has resulted in the dollarappreciating vis-,i-vis other G7 currencies,

c) INDIAN ECONOMY

• India's economy is poised to return to its high-growth path, thanks to lower fiscal and currentaccount deficits, falling inflation, benign commodity prices, and structural reforms to boostinvestments; Monetary policy is also likely to be supportive'with theReseI've Bank of India(RBI) having moved to flexible inflation targeting, The manufacturing seeror is likely tobenclit from lower intcrcst rates,

• Reforms Iike e-auetions of coal mines and telecom, FDI hike in insurance, speedier regulatoryapprovals etc. will be critical growth enablers to dc-bottleneck stalled project, improve theinvestmcnt outlook and the case of doing busincss in thc country, Reforms currcntlynnderway such as GST implementation, Amendment on 'Land Acquisition 8ill, LabourReforms, etc. are expected to provide the requisite thrust for growth in the medium-tel'lll,

• As per the latest GDP growth estimates, Indian economy grew by 7.4% in FY 2015 comparedto 6,9'X, in FY 2014, mostly driven by improved economic fundamentals and revision ofODPmethodology caleulation, Even' inflation showed signs of moderation, a welcome sign-wholesale price. and consumer price inflation dcclincd to 4,2% and 7.4% respcctively,compared with last year's 6.3%, and J 0, I%,

d) INDUSTRY OVERVIEW

In the recent past, the Indian economy had to overcome varied challenges in its resolve to sustain itseconomic success, The major challenges included unsupportive external environment, domestic structuralconstraints, growth slowdown and innationary pressurc. Companies in this environment are now focusingeven more on their core business objectives, such as revenue growth, profitability and asset efficiency.

The manufacturing industry in India has all the qualities which enhance economic development and increasethe productivity of that industry. It is a highly labor intensive industry and availability of cheap labor makesit a morc successful deal aHer China. Sustained growth in nwnul;lcturing sector also depends on vcrtical aswell as back and t,)rth intcgration alignment with large size opportunities.

Increasing trcnd tnwards dai,'y relatcd prnducts:

According to Associated Chamber Of Commerce and Industry (ASSOCI-lAM) "Milk production is likcly toreach about 190 million tonnes in 2015 Ii-om current level of about] 23 million tonnes," and the value of theIndian dairy industry is expected to touch Rs 5 lacs erore by 2015. This will result in the increased demandof Company's dairy related products and diversification opportunities.

In India, about 60 per cent of milk is consumed in liquid form, while the remaining 40 per cent is used in thcform of butter, clarified butter, cheese, curd, paneer, ice cream, dairy whiteners and traditional swects andabout eight crore rural families across India arc engaged in dairy production and the rural market consumcsover half of the total milk produced. The above conducive circumstances will generate huge businessopportunity for the Company to grow.

Increasing trcnd tnwards rencwablc energy:

Global warming, climatic change, increasing costs of fossil I'lel arc driving the demand for renewed focuson Renewable Energy. The Government of India vision encouraged by present Prime Minister's to set up1,00,000 Mw (100 Gw) of Solar Plants in the country by 2022. The objective of this mission is to establishIndia as a global leader in solar energy while giving impetus to domestic manul;leturing base throughdomestic component requirement mode.

e) 0ppoJ'tunities

• The National Dairy Plan (upto 2(22) offers potential of about Rs. 200 Crore, t,)r dairy equipment,over the next 5 years, against a total outlay of Rs. 15,216 Crore towards infrastructure for MilkProduction, Processing and Marketing.Expansion of market for EMT/Milk analyzer (multi parameter) in new areas.

• Milk Adulteration ofTel's huge demand for the Company's product (Electronic Milk AdulterantTester).Product upgradation market for DPMCU/SDPMCU/AMCU in all existing societies which haveEMTonly.

• Application of SPV power packs to power DPMCUlSDPMC/AMCU at primary milk collectioncenters, to expand Renewable Energy sector business. .

• Market polential due to entry of private dairies and multi state cooperative dairies.On/At line Milk Analysis (hygiene and safety) and Automation in Dairy Plants.Potential f()r RFlD Based animal identification and database management system.Potential 1,)1'Inli'astrueture development in Cold Milk Chain.

• The National Solar Mission (NSM) targets 20,000 MW of solar power capacity by 2022, extendedup to 1,00,000 MW now, which offers substantial opportunity for large power plants as well as off-grid applications. The NSM is a major initiative of the Government.of India and State Governmentsto promote ecologically sustainable growth while addressing India's energy security concerns.MoU signed with 5 CPSEs for setting up of .IVC for 4000 MW solar power project planned over 7years.

• Off-Grid projects for Rural Electrification.• Improved Renewable energy policy of Government of India, with generation based incentive, offer

opportunity in large MW size SPY Power Plants.Increase in demand of SPY systems in the urban areas including back up solution to address outagesdue to load shedding.

• Opportunity in SPY business in PSU, lndustry and Academic institutions fur their captive usc andCSR activities.

• Awareness on climatic changes, CDM benelits and fall in solar" cell prices offer opportunity forcustom built applications across rural, urban, industry segments.

Our stnltcg)'

We seek to further strengthen our position as a significant player with a forward-looking approach andfuture-centric growth strategy, REIL shall continue to make stfategic investments in Research &Development, Manuf~leturing Capabilities, Diversilication, Distribution, Marketing, Human ResourceDevelopment, project implementation capabilities and IT , in order to consolidate and expand its premierposition and ranking in the industry. To achieve these goals, we seck to:

• Expand the customer base by approaching the private sector organizations entering into dairyindustry and engaged in procurement of milk from the milk producer directly through their ownchannels.

• Address similar needs of neighboring countries, South Asia and AIi'ican region through structuredand organized efforts at overseas marketing.

• Develop/source products, to lill critical gaps in C2C, like SNF Tester, high-end milk/milk-productanalysis equipments. bacterial content measuring equipments, RFID based Animal identilieations &databasc management systcm, e-scaling, Vehiclc tracking system, SCADA, BMCs, MOTs cte.

• Make efforts through the R&D department fur improvement in the existing range, with objectives ofcost reduction; addition of features; and improvements in the performance; to maintain a eon)petitiveedge in respect ofteehnology, user-need fullillment and price competitiveness.

• Upgradation of existing product .i.e. DPU/SDPMCU.• Increase in Support services and business by adopting latest tools like Call center based complaint

management system, multi location Component Icvcl repair workshop, spreading service set up instructured outsourced mode.

• Identilication of sources & marketingltechnology tic-ups for low cost milk analyzer, high endequipments & milk cold chain.

• Development of market of SPY systems for community applications such as community drinkingwater, community lighting systems and eOlillllUnieations.

• Strategic partnership for procurement of raw material such as cells, EVA, Tedlars etc. fur timelysupplies, quality and quailtitative leveraging of prices.

• Vertical integration & Modernization of manufacturing facilities.

f) Outlook, Risks and Concems:

This section contains forward looking statements that involve risks and uncertainties. The following lists ouroutlook, risks and concerns:

• Intcrmiltent dip in market share due to competition li'om unreliable low cost Milk Analyzerma nu lacturcr/traders.Diverse paradigms in the Dairy Sector.Direct entry of past associate, FOSS Denmark, in the Indian Dairy sector.

• Gaps in product range and slower pace of upgradation impacting the market share in dairy sector.Dependence on competitors for Solar Cells.Entry/exit of new manufacturing units with ultra modern very high capacity crystalline cells and PVmodule manufacturing facilities, who have price advantage due to economics of scale.Entry/exit of new competitors with low-cost thin film technology PV module.

• Cut-throat competition in domestic as well as international market.Global fluctuation in availability of Silicon for solar cells.

• Substantial reduction in the prices of wafers, cells, modules and systems.• Wide volatility in exchange rates resulting in mismatching of input and output ratio as well as

postponement of purcbase decisions of the customers.Large Project business not picking up as expected.Continued dumping of modules by China, Taiwan etc., at very low prices.Inverted duty structure continuing making domestic manuhlcturing cxpensive compared to imports.We arc exposed to the risk offoreign currency exchange rate fluctuation.

• Changes in the policies of the Government ofindia or political instability could impede liberalizationof the Indian economy and adversely affect economic conditions in India generally, which couldimpact our business and prospects.

As the Indian economy continues to grow. tbe outlook I()r the sector is quite optimistic with ample marketopportunitics availablc for us.

g) Intemal contt-ol system and its adequacy:

Your Company has an elTcctive internal control and risk-mitigation systems, which are constantly asscssedand strengthened with new/revised standard operating procedures. Adequate internal control measures are inthe f(1I"Inof various codes, manuals and procedures issued by the management covering all critical andimportant activities viz. Purchase. Material, Stores, Works, Finance, and Personnel ctc. In order to ensuretbat all checks and balances are in place and all internal control system are in order, regular and exhaustiveinternal. audit of various divisions are conducted by finn of Chartered Accountants. ]nternal control systemensures complete compliance with laws, regulations, standards .and internal procedures and systems.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of theinternal control systems and suggests improvements to strengthen the same.

II) Risk management report:

Our Risk Management framework encompasses practices relating to identiEeation, assessmcnt. monitoringand mitigation of various risks to key business objective. Our risk management practices seek to sustain andenhance the long-term competitive advantage of the Company. Our core values and ethics provide theplatl()rm for our risk management practices. This system provides a ho.listic view of the business, whereinrisks are identiEed in a structured manner.

Risk management aims to ensure timely and prudent decisions to:

t

• Maximize positive impacts of opportunities.• Minimise ncgative impacts of risks.• Convcrt risks into opportunities.

Kcy componcnts of REIL Risl, managcmcnt fnllncwork: .

Risk Categorics- we have categorizcd the risk under following heads:

~ Stratcgy: Risks relating to thc strategies, we formulate on markets, resources and business model.~ Indush')': Risk related to the industry changcs including competitive structure, tcohnological

advancemcnt, economic environment and regulatory structure.~ RcsoUl"Ccs: Risk arising from inappropriate utilization of kcy rcsources such as human rcsource,

capital and infrastructure.';> Opcration: Risk rclatcd to operations of the Company such as acquisition of client, service delivcry

and business support activities.';> Countcrparty: Risk arising from our association with cntities likc clients, vendors etc.

Risk Managcmcnt I'racticcs- The key risk management practices include the following reporting process.

• Risk Identification and Assessment• Risk Evaluation• Risk Reporting and Disclosures• Risk Mitigation and Monitoring .• Integration with Strategy and Business Plan

Risks are govern cd by thc Board of Directors, Managing Director and the heads of concerned dcpartmcnts.

i) Analysis and Review

Thc Elcctronics & Info,'mation Tcchnology Division:

a) Elcctnlll ics:

The Electronics division is holding the most prominent position in thc Dail:y Industry through its Customerfocused approach by way of ensuring prompt products dcliveries and backup support. The' Division isperforming dairy business acquisition & cxecution activities. Besides achieving sales targets, the fllCUS of thedivision has bcen to satisfy its esteemed customers.

The division continuously prov.ides best services to its customer through deployment of aecuratc and rcliabletesting equipment at village level (milk collection eentrc in thc villagcs. This has helped the Company toobtain a trustworthy position among the milk producers. It has developed lot of trust in milk producers andthus REIL products has bceome a vital and critical equipment during all round growth of dairy industry.

Thc division achieved a turnover of Rs. 85.42 crore during the year 20 I4- J 5 and deploycd morc than 16000Milk analysis and automation solutions including Electronic Milk Testers (EMT), Electronic MilkAdultcration Tcster (EM AT), Milk Analysers, Auto-EMT. Automatic Milk"Collcction Units (AMCU), DPUbased MCU Raw Milk Reception Dock (RMRD). Vehicle tracking systems, Software j{)I' InventoryManagement of Veterinary drugs and Medicine for Department of Animal Husbandry, Gov!. of Rajasthan.

The Company achieved a cumulative deployment of 1,65,000 nos. Milk analysis solutions under dairy valuechain and over 16000 installations during the year- a significant improvemcnt of 10'Yc, in highly competitivemarket scenario.

The Company has emerged as Largest Solution provider under Natiol}al' Dairy Plan (NDP) with adeployment of about 3000 nos. AMCUs and DPU based MCUs from various Milk unions across thc country.

The division has also served an export order for SDPMCU to Bangladesh, and EMTs to Sri Lanka andEngland.

To address paucity of electricity in the milk producing rural areas. started embedding systems with solarpower and deployed 1305 nos. Solar-EMT at various co-operative' soeieties of COMFED, Bihar and morethan 500 nos. Solar DPU-based MCU in the state of Uttar Pradesh and Rajasthan.

The division has also started deplo)'ment of Electronic Milk Adulteration Tester (EMAT). It is an ideal lowcost solution to discriminate between genuineand spurious mille lt detects harmful adulterants sueh as Urea,Detergent Ammonium Sulphate, Salt (Sodium Chloride), Hydrogen Peroxide, Soda (Sodium bi Carbonate),Boric Acid, Caustic Soda, Liquid Soap, where in few adulterants are .harmful to human health. Theinstrument is suitable for Village Milk Collection Centres, Milk Chilling Centres, Dairy Plants and MilkTesting Laboratories. During the year so far 10 nos. have been installed in R~jasthan. For the first timeCompany has been awarded rate contract form GCMMF, Amul brand for supply of EMA T through biddingproccss against global players such as Foss etc. .

The division has been taking active part in activities such as workshops, seminars exhibitions etc .. related toimprovements! up gradation of milk collection processes thereby improving the milk quality in the dairyindustry.

Continued patronage for the Company product has placed REIL as a market, leader in Indian dairy Industries.This has brought a lot of advantage to our esteemed customer in terms of working on existing teehnology, upgradation of old technologies, developing new technologies, embedding"different technologies and thusfulfilling the gcnerating needs mainly for milk analysis. atomization'of milk collection, proccss, control andmonitoring, data management data analysis and control to achieve the overall aim of qualitative andquantitative produce of milk and milk products.

Thc customcr satisfaction is directly linked with the performance of the product To ensure uninterruptedfunctioning of the products, the division is giving due importance to ti'aining to customers on systcmopcration & maintenance. On-site training programmers have becn arranged for customers. 'fhe trainers arcalso given rcli'eshers periodically to update them. This not only upgrades the skill of employees but alsomotivates them to perform still better.

The division is in touch with the customers through its Regional Offices & Field Maintenance Centers,strategically located allover the country to provide after sales support. A Regional Coordination group hasbeen fi.mned at I-lead Quarters to provide prompt and backed up thelield network.

b) Information Technology:

The Company provided the services as State Lcvel Agcncy (SLA) to the Election Department, Rajasthan forthird consecutive year for Electoral Rolls Management Systems (ERMS) m"d Electoral Photo Identity Cards(EPIC) data management for around 4.27 Crore voters of the state of Rajasthan.

The Company had developed and delivered the application software modules - namely, Customer RelationsManagement, Loan Disbursement, Loan Recovery, Loan Rehabilitation, Land Records, Repayment, HumanResources, Payroll, Finance, Inventory & Stores and Legal Cases modules to the Rajasthan State LandDevelopment Bank Limited. The sofi.ware modules were developed by tbe Company lor the District levelPrimary Land Development Bank Head Offices and their Branch Offices"

The Company has also taken up the implemcntation of Application Software modules at Rajasthan StatcLand Dcvelopmcnt Bank Limited Hcad Officc and Regional Oflices. Thcsc modules were by dcvelopcd bythe Company.

Thc Company had also developcd and implcmcnted the Milk Collcction Tcrminals and its applicationsoftware for Andaman & Nicobar Islands Integratcd Dcvclopmcnt Corporation (ANIIDCO). Thc systcm hasbeen devclopcd for facilitating ANIIDCO for collectiOli of milk from individual farmcrs.

The Company has also acquircd thc tirst cvcr ordcr fi'om Rajasthan Livestock Development Board fordevelopmcnt of Wcb based Solution to cfficicntly monitor thc utilization of funds, Managemcnt ofInvcntory, and prompt communication through bulk SMS and cmail.

Thc Company has also exccutcd thc Corc Banking Solution (CBS) project for Apcx Bank Hcad Oflice,Regional Offices, DCCB Head Oflices and Branch Officcs, through Tata Consultancy Scrviccs Limited.

Thc Company further sustaincd thc growth of c-Lcarning solutions through its IT Gyan Kcndras in thc Statcof Rajasthan, as onc of the Program Support Agency (PSA) to thc Rajasthan Knowledgc Corporation Ltd.(RKCL), Jaipur.

Thc division also impartcd thc IT Industrial training I(lr the Engincering students of thc Computcr Scicncc,Information 'fechnoiogy and Electronic branchcs. '

Renewable I<:nergy& New Pm.iee! Division:

a) Renewable Enel'gy:

During thc ycar RIODivision achicvcd turnovcr of Rs. 136.86 crore in Rencwablc Energy Products.

Company has cxecuted a prcstigious order worth Rs. 128.33 crarc fram Department of Rural Dcvelopmcnt,Uttar Pradesh for Solar Powcr Packs J 20 Wp (LED bascd) for installation at 42833 nos. Lohiya Awas in 48districts of Uttar Pradcsh. During thc ycar Company has supplicd 29735 systems amounting to Rs 89.21Crarc.

RIO Division has also supplied, installed and commissioncd 158 nos. of 3.01-11' & 5.0 HI' SPY WaterPumping Systcms in Rajasthan undcr Horticulture Dcvelopmcnt Socicty, 241 nos. of SpV DC Surl'lceWatcr Pumping Systcms in Bihar undcr BREDA Project and 55 nos. of 3.0l-lp & 5.0Hp Spy ACSubmcrsible Watcr Pumping Systcms in Madhya Pradcsh undcr MpUVN Prajcct amounting to totalbusincss of Rs. 20.42 Crore.

Company has strengthcned its prescncc in Northern Statcs by supplying and installing IMWp SPY PowcrPlant at Shri Mata Vaishno Dcv,i Katra Railway Station under Northcrn.Railway amounting to Rs. 8.37Crare.

Company has cxccuted 164.45 KWp Grid Connccted Spy Power Plant at various building of InstitutionalCampus, RITES, Rohtak amounting to Rs. 2.32 Crorc.

Company cxplorcd business opportunity in CSR segmcnt and installed and commissioncd 48.96 kWp SpyPowcr Plant & 1406 nos. SPY Strect Lighting Systcms against ordcr rcceiVed hom CONCOR. Power Gridand GAIL (India) Ltd for thcir CSR activity amounting to Rs. 4.07 Crore.

Company is first onc to executc a prestigious pilot projcct J(lr Northcrn Railway, Delhi for Dcsign, Fixing,Supply, Installation. Testing ancl Commissioning 01'3.6 KWp SPY Power Pack on raofofNon- AC Coachto fullil its cnergy needs for lighting and fans.

Company has supplicd 106 nos. of I KWp spy Power Packs at Yarious Mcdical Sub Centers & other uscrsin the State of Rajasthan under RREC Schcmc of total Rs. 1.95 Crore.

Company exportcd the SPY Homc Lighting System and SPY Lantel:n amounting to Rs. I. I 2 Crore to aninternational NGO, Norwegian Church Aid (NCA) for elcctrification of ovcrscas remotc villages throughsolar encrgy systems.

In Isl Renewable Encrgy Global Investors mcct and EXPO, organizcd by Ministry of Ncw and Renewable,Energy" Government of India, Company has given .its commitment for sctting up O.I MW of Renewablcencrgy projects in its prcmises during thc 5 year period of 2015-19 and enhancement of its solar cell andsolar module manufacturing capabilities to the tunc of IOOMW by 2019.

As a part of green initiatives and to establish Cold Chain to promote hi-tech horticulture in rural areas, theCompany received an order form Rajasthan Horticulture Development Society (RHOS) for supply,installation and commissioning, of SPV Power Plant and SPY Pumps .in .Ihalawar district.

h) New project:

Thc Company initialed new Busincss in digital security solution in education sector and dcployed 143CCTY system covcring Examination halls, 34 Control rooms across all 33 District Education Officc,including Board of Secondary Education Head Officc. Rajasthan. An Order is also' received hom Universityof Rajasthan for CCTV systeills. The application is also replicated in two Mah.ila hospitals at .Iaipur tomonitor the n)ovcmcnt of persons and vehiclcs entering thc campus, on rcaltime basis.

Thc Company addrcsscd the necd of sccurity and surveillance in thc dairy value chain through devclopmcntof vehicle-tracking system (VTS) I'lr movement of Tankers. The same has been supplied and commissioncd,f'Jr around 100 vchicles ofthc .Iaipur Nagar Nigam that would Jncilitate designated .INN officials to monitorthc movcment of the Vchiclcs through the web portal. A similar order has been received for the tirst timefrom Transport Department to efficicntly manage the movcment ofRTO/DTO vehicles.

SYSTEMIC IMPROVEMENT

Improved the visibility and busincss presencc of the Company, achicved sales target while working forlarger territorial footprint, wider customer base and more high-value projects. The systcmic and project-oricnted disposition ensures all-round ((JCUS(financial, timeliness, cost controls, customer satisfaction etc.)to the task/large projects at hand to thc benefit of the organization.

I Annexure-AForm No. MGT-9

EXTRACT 0.1' ANNUAL RETURN{IS011 the finnllcial year ended on March 31 ~2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12( I) of the Companies (Managementand Administration) Rules, 2014]

I. REGISTRATIaN AND aTHER DETAILS

I. CIN:- . U51395R.l1981G01002249

II. Registration Date 12th June, 1981

III.

IV.

V.

VI.

Name of the Company

Category / Sub-Category of the Company

Address of the Registered office and contact details

Whether listed company Yes / No

RAJASTHANELECTRONICS AND

. INSTRUMENTS LIMITED, Central Public Sector. Enterprise /Limited by shares2, Kanakpura Industrial Area,Sirsi Road . .Iaipur - 302012.TeI:+91141-2724968

: Fax:+91 141.2724960¥",,/No

- N.A.

As pcr Attaehmcnt I

As per Attachment L

As per Attachment A

As per Attachment B

As per Attachment CAs per Attachment DAs per Attachmcnt EAs per Attachment I'

As per Attachment G

As per Attachment .IAs per Attachment K

. As per Attachment H

VII. Name. Address and Contact details of Registrar and Trans"'rAgcllt~ if any

II. PRINCIPAL BUSINESS ACTIVITIES 0.1' THE CaMl'ANYAll the business activities contributing 10% or more of the total turnoverof the companyIII. PARTICULARS 0.1' HaLilING, SUBSIDIARY ANDASSaCIATE CaMPANIESIV. SHARE HaLDlNG PATTERN (EQUITY SHARI~ CAPITALBREAKUP AS PERCENTAGE 0.1' TaTAL EQUITY)i) Category-wise Share Holdingii) Shareholding of Promotersiii) Change in Promoters' Shareholdingiv) Shareholding Pattern of top ten Shareholders (other than Directors,Promoters and Holders ofGDRs and.ADRs)v) Shareholding of Directors and Key Managerial PersonnelV. INDlWTEDNESSIndebtedness of the Company including interest outstanding/accrued but'not due for payment~,~--------------------~------------VI. REMIJNERATlaN 0.1' DIHECTaRS AND KEYMANAGERIALPERSaNNELA. Relllll~lcratioll to Mannging ()irector~ Whole-time Directors and/orManager.B. Remuneration to other directorsC. Remuneration to Key Managerial Personnel other thanMD/MANAGER/WTDVII. PENALTIES / I'UNISHMI~NT/ Cal\1l'aUNlJlNG 0.1'aFFENCES

ATTACHMENT A

II. PRINCIPAL BUSINESS ACTIVITES OF THE COMPANY

All the business u('.ti"ities contributing ]WX. or more of the total tlll"ilOVer of the company arcgiven helow:-

Sr. No. Nn1l1c and Description of lila 111 NIC Code or the ~l 10 total turnover

prod lIcts/serv ices product/service *I. Dairy Agro Electronics Equ ipment 265 - Manufacture of 36.21

such as EMT. EM AT, DPMCU. Milk ll1easllring~ testing,Analyser, and AMCU navigating and eoiltrol

equipment .2. Solar I'holovoltaie System. 351- Electric power 59.70

generation, tra 11S III i$5 iOIland distribution

* As per Nathmallndus(rial ClassijicaliolJ- A4ini,\"'J)(~lSlalislies and Programme Implementatioll

ATTACHMENT B

Ill. PARTICULARS OF HOLDING, SUBSII>IARY ANn ASSOCIAJ:E COMPANIES

Sr. Name of Address CIN/GLN Holding / %01' ApplicableNo Compall)' or Subsidiary/ Shares section

Coml~ Associate held1. Instrum en tat iOIl .Jhalawar U29299R.J I964G0100 1174 Holding 51% 2(46)

Limited Road,Kota-324005

ATTACHMENT C

IV" SHARE HOLIJING PATTERN (Equity Share Capital B,"ealmp as percentage ofTolalEquity)

i) Catcgory-wise Sha,"e Holding

No. of Shares -held at the beginning of the year Nfl. (JrShar("s~hcld nt the l'ud nft!lr )'("11.- %or

(As on 01-04-2014) (As nn 31-03-2015) chllng{'

Category ofduringthe ycar

SllHrcholders DC111al Physical Tolal %of DCIl1 Physical Total °/0 oftolal nt totulshares slut res

A. Promoters

(I) Indiana)lndividoal/HUFb) Central Govlc) Siale Govl (5)

d) Bodies Corp. N.A. 12250000 12250000 100% N.A. 12250000 14250000 100% 000

e) Banks / 1'1I) Any Other.

Sub-Iolal (A) (I ):- N.A. 12250000 12250000 100% N.A. 12250000 12250000 100% 0.00

(2) Foreigna) NRls -Individoalsb) Olher Individuals . ,c) Bodies Corp.d) Banks / 1'1e) Any 01her.

Sub-Iolal (A) (2):- N.A. 0 0 0.00 N.A. 0 0 0.00 0.00.

TOTALSHAREHOLDINGOF PROMOTER N.A. 12250000 12250000 100% N.A. 12250000 12250000 100(10 0.00

(A) ~ (A)(I) + (A)(2),

Il. I'll hlicSharcholding

Lin st itu tioll S N.A. 0 0 0.00 N.A. 0 0 0.00 0.00

a) Mulual. Fundsb) Banks /1'1c) Central Gov!d) Stale Govl(s)e) Venture CapitalFundsf) InsuranceCompall iesg) Fils11)Foreign VentureCapital Fundsi) Others (specify)

Sub-total (B)(l ):- NA. 0 0 0.00 N.A. 0 0 0.00 0.00

2. Non-InstitutionsNA 0 0 0.00 NA 0 0 0.00 0.00

a) Bodies Corp.i) Indianii) Overseasb) Individualsi) Individualshareholdersholding nominalshare capital uplDRs. 1 lakhii) Individualshareholdersholdingnominnl shnreeapiwl inexccss of Rs IlakhcJ Others(speciFy)

Sub-Iota I (13)(2):-Total Public N.A. • 0 0 0.00 N.A. 0 0 0.00 0.00

Shareholding.

(13)=(13)( 1)-1-(13)(2)C. Shares held by N.A. 0 0 0.00 N.A. 0 0 0.00 0.00

Custodian forGDRs & ADRsGrand Total N.A. 12250000 12250000 100% N.A. 12250000 12250000 100% 0.00

(A-I-B-I-C)

A1'1'ACHMENT ()

IV. SHAHE HOLIlING I'ATTEHN (I''l"ity Sharc Capital nrcal",p as PCI"Cclltagcof TotalE'l IIit),)

ii) Shareholdillg ofl'''''lIIotcrs

SI. Shareholder's Shnrcholding at the beginning orthe Sharchnldillg at til(' elld or till' yearNo. Name year

(As 011 JI-03-211IS)

(As Oil 01-04-20 14)No. of %of °A,of No. of %of % of Shares % change ill

Sharcs total Shares Shares total Pledged I silarehclldillj!

Shares Pledged I Sharcs cncumberedduringlli(' year

oFthe cnclImbcrc of the to lowlcompany d company shares

10 tolalshares

I. Inslrumentat ion 6247500 51 - 6247500 .51 -

Limited

2. Rajaslhan Stale 6002500 49 - 6002500 49 -

IndustrialDevelopment &InvestmentCorporation Ltd.

Total 12250000 100 12250000 100

ATTACHMENT E

IV. SHARI, UOLIJING PATTERN (Equity Share Capital nreakup as percentage of TotalEquity')

iii) Change in Promoters' Sharcholding

SI Shareholding at the CUlIlulative Shal"eholdingNo. beginning of the year dudng the year

(As on 01-04-2(14) (01-04-2014 to 31-03-2015)No. of shares % of total No. of shares % of total

shares of shares of thethe cOlllpan)'

comnanyAt the beginning of the year 1.22.50,000 100 1.22,50,000 100

Date wise Increase / Decreasein Promoters Shareholding during the yearspecifying the reasons for - - - -

increase / decrease (e.g.allotment / transfer / bonus/sweat equity etc)At the End of the year 1.22,50,000 100 1.22,50,000 lao

Note: There is no change in/he 10(0/ shareholdil1g ojpro11/ofers befll'een 0/-04-2014 and 3/-0j-20/5

ATTACHMENT I'

IV. SHARE UOLI)(NG PATTERN (I'quity Share Capital Breakup 'IS percentage of TotalEquity)

iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders ofGDRs and ADRs)

Cllillulntivc Sharcholdillg duringthe year

SI.No

For Each ofthe Top HIShareholdersAt the beginning of the yearDate wise Increase / Decreasein Share holdingduring the year specifying thereasons for increase!decrease (e.g. allotment /transfer / bOil us / sweat equityetc):At the End ofthe year ( or onthe date ofseparation. ifseparateddurin' the xear

Shareholding at thebeginning ofthe yearNo. of shares % of total

shares of thecompan)'

No. of' shares

NIL

% oftot,,1 sh"resofthe company

ATTACHM.ENT G

IV. SHARE HOLDING PATTERN (Equity Share Capital BI'eakup as percentage ()f TotalEquity)

v) Shareholding of Directors and Key Manageriall'ersonnel

SI.No

Shareholding at the beginningof the year

(Rs. in Lacs)Cumulative Sharcholding during

/

the year

For Each ofthe Directorsand KMI'At the beginning of the yearDate wise Increase I Decreasein Share holdingduring the year specifying thereasons for inci-case Idecrease (e.g. allotment /transfer I bOllus I sweat equityetc):At the End ofthe year

ATTACHMENT H

V. INDEBTENDNESS

No. of shares % of total No. of sharesshares of thecompany

NIL

0/0 of tota I sharesofthe com pan

ludebtedness of tbe Company including interest outstanding/accrued but not due for payment

Indebtedness at tbe beginniug ofthe financial year.i) Principal Amountii) Interest due but not paidiii) Interest accrued burnot dueTotal (i+ii+iii)Change in Indebtedness duringthe financial year• Addition• ReductionNet Chan eIndebtedness at theend of the financial yeari) Principal Amountii) Interest due hut not paidiii) Interest accrued but not dueTotal (i+ii+iii)

Secured Loansexcludingde osits

UllsecuredLoans

NIL

Deposits.(Rs. in Lacs)TotalIndebtedness

/

ATTACHMENT I

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. nCllluncration tnManaging Dil"cehi •., Whole-time Directors and/or ,Manager:

(Rs. in Lacs)

Namc of TotalSI. Particulars of Remuneration

MD/WTDI Amount

110. ManagerShri A.K .Jain

I. Gross salary

(a) Salary as per provisions contained in section 21.41 21.4117( 1) of thc Incomc-tax Act, 1961

(b) Value ofpcrquisitcs uls 17(2) Incomc-tax 1.69 1.69Act, 1961

(c) Profits in lieli of salary under section 17(3)Income-tax Act, 1961

2. Stock ODtion - -3. Sweat Equity - -

4. COIllIll issioll - -- as % of prolit- others, specify ...

5. Others, plcasc specify - -

Total (A) 23.10 23.10

ATTACHMENT .J

VI. REMUNERATION OF DIRECTORS AND KEY MANAGEIUAL PlmSONNEL

B.Remuneration to other directors:

(Rs. in Lacs)

SI. Particulars of Remuneration Name of Directors Totalno. Amount .

Shri M.L. BhargavaI. Indepcndcnt Dircctors

• Pee forattcnding board I committee 0.33 0.33

meetings• COlllmission• Others, plcase speeily

Total (1) 0.33 0.33

2. Other Non-Exeeutive Directors Nil Nil• Fee for attending board / cOlllmitteemeetings• COlllmission• Others, please specifyTotal (2) Nil NilTotal (Il)=(1+2) 0.33 0.33Total MallHt!crial H.clI1uneration 23.43

ATTACHMENT K

VI. REMUNlmA TlON OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

C. REMUNERATION TO KEY MANAGIOHIAL PERSONNEL OTHER THANMD/MANAGER/WTD

(I~s. in Lacs)

SI. Particulars of Remuneration Key Managerial Personnel110.

CEO cro Company Total(Shri Suhhash SecrctaryAgrawal) (Amit K.

.Ia in)I. Gross salary

(a) Salary as per provisions contained in

of thc.

section 17( I) Income-tax Act,1961 14.86 4.80 19.66(b) Value of perquisites u/s 17(2)Income-tax Act, 196 t(c) Profits in liell of salary under section17(3) Income (ax Act, 1961 Not

2 Stock Option Applicahle - - -

3 Sweat Equity - - -4 Commission - - -

- as % of profit- others, specify.

5 Others, please specify - - -Total 14.86 4.80 19.66

ATTACHMENT L

VII.I'ENALTms 1 PUNISHMENTI COMPOUNDING OF OFFENCES

Type

OTlumOFFICERS INIlICFAULTPenallyIlunisl1mcn!C01ll10Unding

Section of theCompanies Act

BriefDescription

Details orPCl1<llly /punishment Icompoundingfees illl osed

NIL

Authority (I(DINCLTI COURT)

Appeal made.if any (givedetails)

Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2014-15

Annexure-B

1. A brief outline of the Company's CSR Policy including Corporate Social Responsibility 10 RElL IS a continuingoverview of projects or programs proposed to be commitment to behave ethically and contribute to harmonious andundertaken and a reference to the web-link to the CSR sustainable development of society and planet through business,Policy and projects or programs. while improving the quality of life of the community and the

society.

A gist of the programs that the Company can undertake under theCSR policy is mentioned on Company's website.

2. The composition of CSR Committee. Shri M.L. Bhargava, ChairmanShri A.K Jain, MemberShri Prakash Tekwani, MemberShri A. Muralidhar, Member,

Average net profit of the Company for last three financial Rs. 1952.l6LacsJ.years

4. Prescribed CSR expenditure (two percent of the amount Rs. 39.05 Lacsmentioned in item 3 above)

5. Details of CSR spent during the financial year:. a. Total amount to be spent for the financial vear Rs. 39.20 Lacs

I b. Amount unspent, if any Nilc. Manner in which the amount spent during the financial Attachedyear

DETAILS Of AMOUNT SPENT ON CSR ACTIVITIES DURING THE fiNANCIAL YEAR 2014-15

(In Rs.)

I 2 3 4 5 6 7 8S. No. CSR PROJECT SECTOR IN PROJECTS OR PROGRAMMES AMOUNT AMOUNT SPENT CUMULATIVE AMOUNT SPENT:

OR ACTIVITY WHICH THE OUTLAY ON THE PROJECT EXPENDITURE UP DIRECTORIDENTIFIED PROJECT IS (I) LOCAL AREA OR OTHER (BUDGET) OR PROGRAMMES TO THE REPORTING THROUGH

COVERED PROJECT OR SUBHEADS: PERIOD IMPLEMENTING(2) STATE OR DISTRICT PROGRAMME (I) DIRECT (In Rs.) AGENCYWHERE PROJECTS OR WISE EXPENDITURE ON (In Rs.)PROGRAMME WAS (In Rs.) PROJECTS ORUNDERTAKEN PROGRAMS

(2) OVERHEADS (InRs.)

I. Deployment of Dist. Jaipur, Chittorgarh,Solar Power Renewable 27,82.747/-System Energy/ Solar

Dungarpur, laHore, Karoli, 31.65,000/-(14 Nos.)

27,82.747/- Direct

(1.12 Kwp)Sawaimadhopur Rajasthan

2. Organ ized FreeMedical/ 1,97.654/-

DirectMedical/Health

HealthDist. Jaipur, Rajasthan 2,50,0001-

(5 Nos.)29,80,40 II-

Camp3. Deployment of Direct

Solar Power Renewable Dist. Jhalawar, Rajasthan 5,00,000/-8,99,898/-

38,80,299/-System Energy! Solar (2 Nos.)(2.24 Kwp) .

4. Deployment of DirectSolar

Solar EMT Rajasthan 50,0001.40,4301-

39,20,729Electronics Milk (I Nos.)Tester (EMT)

6. In case the Company has failed to spend to two percent, of the average net profit of the latest three financial Years or any part thereof, the

Company shall provide the reasons for not spending the amount in its Board report.

The Company has spent two percent, of the average net profit of the latest three finaneialyear.

7. The Responsibility Statement of the Corporate Social Responsibility and Governance (CSR&G) Cornmittee of the Board of Directors of the

Company

'The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the

Company."

Sd/.(Managing Director)

Sd/-(Chairman ofCSR Committee)