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BOARD OF DIRECTORS: Sh. Raj Kumar Rathi (DIN: 00009569) Managing Director Sh. Vinod Somani (DIN: 00327231) Non Executive Independent Director Sh. Sandesh Jain (DIN: 00318479) Non Executive Director Sh. Adarsh Kr. Aggarwal (DIN: 00126105) Non Executive Independent Director Sh. Anurag Yadav (DIN: 00087197) Non Executive Independent Director

COmpAny SECRETARy : Raju Balodi (M.No. A31550)

AUDITORS : M/s. A.K. Maheshwari & Associates Chartered Accountants 4G, 4th Floor, Uppal, M-6 Plaza, Jasola District Centre, New Delhi-110025 (FRN No. 500106N)

BAnKERS : State Bank of Bikaner & Jaipur Chandni Chowk Delhi-110006

REGISTERED OFFICE : D-12A, Sector-9, New Vijay Nagar, Ghaziabad-201009 (U.P.) Ph.: (0120) 2840364 - 51 Fax : (0120) 2840352 - 53

CORpORATE & mARKETInG : 24/1A Mohan Cooperative Industrial Estate,OFFICE Mathura Road, New Delhi-110 044 Ph.: 011-45002400 Fax: 011-26991061

WORKS: SP-921, RIICO Industrial Area Phase - III, Bhiwadi-301019 (Rajasthan)

REGISTRAR & SHARE MAS Services LimitedTRAnSFER AGEnT : T-34, IInd Floor, Okhla Ind. Area Phase- II, New Delhi- 110020 Ph: 011-26387281-82-83 Fax: 011-26387284

SUBSIDIARy COmpAny : RGTL Industries Limited (Formerly Rathi Rajasthan Steel Mills Limited) 24/1A Mohan Cooperative Industrial Estate, Mathura Road, New Delhi-110 044 Ph.: 011-45002400 Fax: 011-26991061

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nOTICE

NOTICE IS HEREBY GIVEN THAT THE 21ST ANNUAL GENERAL MEETING OF THE MEMBERS OF RATHI GRAPHIC TECHNOLOGIES LIMITED WILL BE HELD ON MONDAY, THE 29TH DAY OF SEPTEMBER 2014 AT 10.00 A.M. AT A-3, INDUSTRIAL AREA, SOUTH OF G.T. ROAD, GHAZIABAD (U.P.) - 201009 TO TRANSACT THE FOLLOWING BUSINESS:

ORDInARy BUSInESS:

1. To receive, consider and adopt the Audited Balance Sheetasat31stMarch,2014,andtheProfitandLoss Account for the year ended on that date together with the Report of Director’s and Auditor’s thereon.

2. To appoint a director in place of Shri Anurag Yadav (DIN: 00087197), who retires by rotation and being eligible, offer himself for reappointment.

3. Toconsiderandifthoughtfit,topasswithorwithout modifications, the following Resolution as an ORDINARY RESOLUTION:

“Resolved that pursuant to the provisions of sections 139 (2) and 142(1) of the Companies Act , 2013 M/s A.K. Maheshwari & Associates, Chartered Accountants, be and are hereby reappointed as Auditors of the Companytoholdofficeforatermofthree(3)years subject to ratification bymembers at everyAnnual General Meeting from the conclusion of this meeting until the conclusion of the twenty third Annual General Meeting at such remuneration as may be determined by the Board of Directors of the Company from time to time.”

nOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE, INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING 50 (FIFTY) AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% (TEN PERCENT) OF THE TOTAL SHARE CAPITAL OF THE COMPANY. A MEMBER HOLDING MORE THAN 10% (TEN PERCENT) OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON CANNOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. THE PROXIES TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN FORTY EIGHT HOURS (48 HRS) BEFORE THE COMMENCEMENT OF THE MEETING. A FORM OF PROXY AND ADMISSION SLIP IS ENCLOSED.

2. Members are requested to bring their copy of the AnnualReportalongwith thedulyfilledattendance slip.

3. Shareholders holding in Electronic form are requested

to bring their Client ID and DPID at the meeting for easyidentification.

4. The Register of Member and Share Transfer Books of the Company will remain closed from Saturday, September 27, 2014 to Monday, September 29, 2014 (both days inclusive).

5. The members who are interested to avail of nomination facility may obtain the necessary application Form from Registrar & Share Transfer Agent.

6. All correspondence relating to the transfer and transmission, sub-division of shares, issue of duplicate shares certificates, change of address, dematerialization of shares etc will be attended at the Registered office of the company and shall be processedattheofficeofRegistrar&shareTransfer agent.

7. Documents referred to in the accompanying Notice areavailablefor inspectionat theRegisteredOffice of the Company on all working days between 10.00 a.m. to 1.00 p.m. prior to the Annual General Meeting.

8. Members desirous of obtaining any information/ clarification(s) concerning the accounts and operations of the Company or intending to raise any query are requested to forward the same at least 10 days before the date of the meeting to Company Secretary / Secretarial Executives at the registeredofficeof theCompany,so that thesame may be attended to appropriately.

9. Annual listing fee for the year 2014-15 has been paid to the Stock Exchange(s) wherein Shares are listed.

10. Members holding physical Shares in multiple folios in identical names are requested to send their share certificates to Company’s Registrar and Share Transfer Agent, MAS Services Limited for consolidation.

11. Pursuant to the recommendation of SEBI committee on Corporate Governance about the re-appointment of the retiring directors, the relevant details of the concerned directors are given in the report on Corporate Governance forming part of the Directors Report.

12. The Ministry of Corporate Affairs (Ministry), Government of India, has taken a Green Initiative in Corporate Governance by allowing paperless compliance by companies through electronic mode. As per the Circular No. 17/2011 dated 21.04.2011 and Circular No.18/2011 dated 29.04.2011 issued by the Ministry of Corporate Affairs, companies can now send various notices /documents (including notice calling Annual General Meeting, Audited Financial Statements, Directors Report, Auditors Report etc) to their shareholders through electronic mode, to the registered email addresses of the shareholders.

13. In terms of Circular No. 17/2011 dated 21.04.2011 and Circular No.18/2011 dated 29.04.2011 issued by

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the Ministry of Corporate Affairs, under Green initiative in the Corporate Governance all the members are requested to intimate their e-mail address to the Company’s Registrar and Transfer Agents whose e-mail id is info@masserv.com mentioning the Company’s name i.e., Rathi Graphic Technologies Ltd., so as to enable the company to send the Annual Report and Accounts, Notices and other documents through Electronic Mode to their e-mail address Notices/documents including the Annual Report are now being sent by electronic mode to the shareholders whose e-mail address has been registered with the Company. Members who would like to receive such notices/ documents in electronic mode in lieu of physical copy and who have not registered their e-mail addresses so far or who would like to update their e-mail addresses already registered, are requested to register/update their e-mail addresses :

a) in respect of electronic shareholding - through their respective Depository Participants;

b) in respect of physical shareholding - by sending a request to the Company’s Share Transfer Agent MAS Services Ltd. at T-34, IInd Floor, Okhla Industrial Area, Phase-II, New Delhi 110020, mentioning therein the Company’s name i.e., Rathi Graphic Technologies Limited, their folio number and e-mail address.

I. Voting Through Electronic means:

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management & Administration) Rules, 2014 and Clause 35B of the Listing Agreement, the Company is pleased to offer e-voting facility as an alternative mode of voting which will enable the members to cast their votes electronically on the resolutions mentioned in the notice for 21st Annual General Meeting of the Company.

The procedure and instructions for e-voting as given in the notice of the 21st Annual General meeting are hereunder for easy reference:

(i) Log on to the e-voting website www.evotingindia. com.

(ii) Click on “Shareholders” tab.

(iii) Now, select the “COMPANY NAME” “Rathi Graphic Technologies Limited” from the drop down menu and click on “SUBMIT”.

(iv) Now, enter your User ID as given overleaf in the box.

(v) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existingpasswordistobeused.ifyouareafirst time user follow the steps given below.

(vi) Now,fillupthefollowingdetailsintheappropriate boxes:

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat Shareholders as well as Physical Shareholders) as given overleaf in the box.

DOB* Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in dd/mm/yyyy format.

Bank Details*

Enter the Bank Details as recorded in your demat account or in the Company records for the said demat account or folio.

Please enter any one of the details in order to login. In case both the details are not recorded with the depository or Company please enter the Member ID / FolioNumberintheBankdetailsfield.

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then reach directly the Company selection screen. However, Members 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 this password is to be also used by the demat holders for voting for the resolutions for any other Company on which they are eligible to vote, provided that the Company opts for e-voting through CDSL platform. It is strongly recommended not share your password with any other person and take utmost care to keep youpasswordconfidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(x) Click on the EVSN for Rathi Graphic Technologies Limited to vote.

(xi) on the voting page, you will see resolution descriptions and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the resolution and option NO implies that you dissent to the resolution.

(xii) Click on the “Resolutions File Link” if you wish to view the entire resolutions.

(xiii) After selecting the resolution you have decided tovoteon,clickon“SUBMIT”.Aconfirmationbox 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

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on

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the Voting page.

(xvi) If Demat account holder has forgotten the changed password then enter the User ID and Captcha Code and click on Forgot Password and enter the details as promoted by the system.

(xvii) Institutional Shareholders (i.e. other than Individual, HUF, NRI etc.) are required to log on to https://www.evotingindia.com and register themselves as a Corporate. After receiving the login details they have to link the account (s) which they wish to vote on and then cast their vote. They should upload scanned copy of the Board resolution and Power of Attorney (POA) which they have issued in favour of the custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

General Instructions:

(A) The e-voting period commences on Tuesday, 23rd September, 2014 at 10.00 A.M. and ends on Thursday, 25th September, 2014 at 5.30 p.m. During this period shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut off date (record date) of Friday, 29th August 2014, may cast their vote electronically. The e-voting module shall be displayed by CDSL for voting thereafters.

(B) In case you have any queries or issues regarding e-voting, you may refer the frequently Asked Questions (“FAQ”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to helpdesk.evoting@cdslindia.

com.

(C) The voting rights of the shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut off date (record date) of 29th August 2014.

(D) The Company has appointed M/s Mamta Jain & Associates, Practicing Company Secretary as the Scrutinizer for conducting the e-voting process in fair and transparent manner.

(E) The Scrutinizer shall, within a period not exceeding three (3) working days from the conclusion of the e-voting period., unblock the votes in the presence of atleast two (2) witnesses not in the employment of the Company and make a Scrutinizer Report of the vote cast in favour or against, if any, forthwith to the Chairman of the Company.

(F) The Result shall be declared on or after the AGM of the Company. The results declared alongwith the Scrutinizer Report shall be placed on the Company’s website www.rathitoner.com and on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company.

By order of the Board of Directors

Dated: 01-09-2014 Raju Balodi Place: New Delhi Company Secretary (m. no. A31550)

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DIRECTOR’S REpORT

TO THE MEMBERS

Your Directors have pleasure in presenting the 21st Annual Report together with the audited Accounts of the company for the year ended 31st March, 2014.

FInAnCIAL RESULTS

(In Rupees)

particulars 31.03.2014 31.03.2013Turnover 30,36,31,325 29,10,86,297Profit/(Loss)before Interest&Depreciation

4,14,93,469 4,12,32,157

Interest & Depreciation 2,35,70,396 2,64,52,174ProfitbeforeTax(PBT) 1,79,23,073 1,47,79,983Netprofitaftertax(PAT) 1,49,29,624 1,17,68,107

DIVIDEnD

In view of need to conserve and plough back Company’s resources to fund the future expansion plans, your Directors do not propose any dividend this year.

OpERATInG RESULTS

During the year under review, your Company put in a concertedefforttowardsincreasingefficiencyandproductdevelopment, quality and product branding to increase the market reach. The Company has achieved a turnover of Rs.3036.31 Lacs against Rs. 2910.86 Lacs during the previousyear.HoweverthenetprofitduringtheyearwasRs.149.30 Lacs as against Rs. 117.68 Lacs during the previous year.

Theconsolidatedfinancialresultsduringtheyearincludingthat of Subsidiary Company are as follows:

(In Lakh)Sales: Rs. 48,425.77 LakhPBT: Rs. 1,504.62 LakhPAT: Rs. 1,100.21 Lakh

Your Company is continuously emphasizing for economy of scalebenefitaswellasimprovementinqualitywhichwouldgive competitive advantage. The Company is hopeful in achieving better performance during the current year.

FUTURE OUTLOOK

Your Company has developed new quality of products at the competitive prices to face global competition and to tap fast growing market of laser toners.

The fluctuation in the foreign currency and toughcompetition in the international market will continue to be a challenge but your Company foresees better sales turnover and increased demand of its quality products.

SUBSIDIARy COmpAny

During the year Subsidiary Company i.e. RGTL Industries Limited has issued 25,06,250 Equity Shares of Rs. 10 each at a premium of Rs. 30/- per Share on preferential basis. The Company has subscribed for 23,93,750 Equity Shares of the Subsidiary Company.

pUBLIC DEpOSITS

The company has not invited or accepted any deposits during the year from the public.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Company’s Articles of Association Shri Anurag Yadav (DIN: 00087197) retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. He is an Advocate having more than 15 years of experience. He is expert in Intellectual property matters and corporate laws. He has confirmed that hehas not incurred any disqualification underSection 164of the Companies Act, 2013 and they are eligible to be re-appointed as Directors of the company.

AUDITORS

M/s A. K. Maheshwari & Associates, Chartered Accountants, Statutory Auditors of the Company, hold officeuntiltheconclusionoftheensuingAnnualgeneralmeeting and are eligible for re-appointment.

The Company has received letters from M/s A. K. Maheshwari & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013, and that they are not disqualified for suchappointment within the meaning of section 141 of the Companies Act, 2013.

nOTES On ACCOUnTS

The notes to the accounts referred to by the Auditors in their report are self-explanatory and may be treated as information/explanation submitted by the board as contemplated under Section 217(3) of the Companies Act 1956.

pARTICULARS OF EmpLOyEES

The particulars as required to be given u/s 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the company as none of the employees is getting remuneration above the prescribed limit i.e. 5 Lakh per month or 60 Lakh per annum.

COnSOLIDATED FInAnCIAL STATEmEnTS

Pursuant to Clause 32 and 50 of the Listing Agreement, Your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditor’s Report are annexed with this Report.

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COnSERVATIOn OF EnERGy

The Company has a continuous monitoring system to minimize the energy consumption per unit of toner manufacturing.

TECHnOLOGy ABSORpTIOn

The Company has fully absorbed the technology for manufacturing toners used in three brands of photocopier Machines.

FOREIGn EXCHAnGE EARnInGS & OUTGO

During the year under review, the Company has earned foreign exchange of Rs. Nil (Previous year Nil) and the company has utilized foreign exchange of Rs. 3,60,51,117/- Previous Year Rs. 6,54,49,283 /-).

DIRECTORS’ RESpOnSIBILITy STATEmEnT

Pursuant to the provisions of Sub-Section (2AA) of Section 217 of the Companies Act, 1956 with respect to Director’s ResponsibilityStatement,yourDirectorsconfirm:

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) That your company had 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 ofaffairsof thecompanyat theendof thefinancial yearason31stMarch,2014andoftheprofit&loss account of the company for that period.

iii) Thatyourcompanyhad takenproperandsufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the accounts of your company have been

prepared on going concern basis.

LISTInG OF SHARES

The equity shares of the company are presently listed at The Bombay Stock Exchange Ltd (BSE). The company has duly paid the listing fees to the exchanges. During the year Company has not issued any shares.

CORpORATE GOVERnAnCE REpORT

As a Listed Company, necessary measures are taken to comply with Clause 49 and all other applicable provisions of Listing Agreements with the Stock Exchanges and other CompanyLawrequirements.AcertificatefromtheAuditorsof the Company M/S A. K. Maheshwari & Associates, Chartered Accountants, confirming compliance withconditions of Corporate Governance as stipulated under the aforesaid clause 49, is annexed to this Report.

InDUSTRIAL RELATIOnS

Industrial Relations continued to remain cordial throughout the year and your Directors wish to place on record their appreciation for dedicated and sincere services rendered by the executives, staff and workmen at all levels.

ACKnOWLEDGEmEnTS

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives,officersandstaff, resulting in thesuccessfulperformance during the year.

For and on behalf of the Board

Raj Kumar Rathi Sandesh Jainmanaging Director Director(DIn: 00009569) (DIn: 00318479)

Place: New DelhiDated: 01.09.2014

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AnnEXURE-1

Form –A

Form of disclosure of particular with respect to conservation of energy

part – A

S.no. particulars Current year previous year

1. Electricity Purchased Units (KWH)

90,72,201 17,77,278

2. Total Cost (Rs.) 13,87,792 1,10,70,661

Rate/Unit (Rs.)

6.54 6.22

part – B

Consumption per Unit of production

Product Electricity (KWH)

Current Year Previous Year

Toners & Developers (per Kg.) 6.54 6.71

REpORT On CORpORATE GOVERnAnCE FOR THE yEAR 2013-14

(In accordance with clause 49 of the Listing Agreement entered into with Stock Exchange)Corporate governance refers to the set of systems, principles and processes by which a company is governed. They provide the guidelines as to how the company can bedirectedorcontrolledsuchthatitcanfulfillitsgoalsandobjectives in a manner that adds to the value of the company andisalsobeneficialforallstakeholdersinthelongterm.Stakeholders in this case would include everyone ranging from the board of directors, management, shareholders to customers, employees and society. The management of the company hence assumes the role of a trustee for all the others.

1. CORpORATE GOVERnAnCE pHILOSOpHy AnD pRACTICE

Your Company reaffirms its commitment to the

good corporate Governance Practices. Company’s philosophy of good Corporate Governance is reflected in commitment to achieve a balancebetween Stakeholder’s interest and corporate goals through the efficient conduct of its businessguided by transparency, accountability and integrity The Company provides detailed information to shareholders on various issues concerning the Company’sbusinessandfinancialperformance.

Accordingly the following information is provided for the information of stakeholders and public at large.

2. Board of Directors The composition of the Board is in total conformity with

clause 49 of the Listing Agreement, as amended from time to time. The Board of Directors of the company comprises of distinguished personalities, who have acknowledged in their respective fields.Fouroutofthe Five Directors on the Board as on date, are non-executiveandthreeoutoffiveDirectorsontheBoardare independent. All independent Directors comply with the requirements of the Listing Agreement for beinganindependentDirectorandhavealsoaffirmedto this effect.

None of the directors hold directorships in more than the permissible number of Companies under the applicable provisions. Similarly, none of the directors on the board’s committees hold membership of more than ten committees of boards, nor is any director a chairman of more than five committees of Boards.The detailed agenda papers containing all information relevant for discussion at the meeting are sent to the Directors in advance so that each director has enough time to prepare himself for a meaningful discussion at the Board meetings. Beside the business items the agenda includes the items required to be considered by the Board of Directors as per the Listing Agreement. The following table summarizes the status of each Director, meeting attended by them and other relevant particulars.

Name Designation Category No. of Board meetings attended during the

year

Whether attended AGM held on 28th Sep. 2013

No. of directorships

in other Public

Companies

No. of committee positions held in other Public Companies *

Chairman Member

Sh. Raj Kumar Rathi (DIN: 00009569)

Managing Director

Executive & non-independent (promoter)

10 Yes 1 1 Nil

Sh. Vinod Somani (DIN: 00327231)

Director Non Executive & Independent

10 No 2 Nil Nil

Sh. Sandesh Jain (DIN: 00318479)

Director Non Executive 10 Yes 4 2 1

Sh. Adarsh Kumar Aggarwal (DIN: 00126105)

Director Non Executive & Independent

10 No Nil Nil Nil

Sh. Anurag Yadav (DIN: 00087197)

Director Non Executive & Independent

10 No Nil Nil Nil

* Represents Chairmanships/Memberships of Audit Committee, Shareholder’s/ Investor’s Grievance Committee and Remuneration Committee.

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notes:

(a) None of the directors is related to any other director.

(b) None of the directors has any business relationship with the Company.

(c) None of the directors received any loans and advances from the Company during the year.

(d) The information as required under Annexure IA to clause 49 is being made available to the Board.

(e) The Company did not have any pecuniary relationship or transactions with non-executive directors during 2013-14.

(f) Ten Board Meetings were held during the year 2013-14 and the gap between two meetings did not exceed four months. The dates on which the Board Meetings were held were as follows:

10/05/2013, 30/05/2013, 14/08/2013, 31/08/2013, 23/10/2013, 14/11/2013, 02/12/2013, 20/01/2014, 03/02/2014 and 13/02/2014

Directors retiring by rotation and being eligible have offered themselves for reappointment

Shri Anurag Yadav (DIN: 00087197) is a an Advocate having more than 15 years of experience in the fieldsof Intellectual Property Laws. Your Board of Directors recommend for his re-appointment as rotational Director of the Company.

3. AUDIT COmmITTEE

The Company had constituted an Audit Committee in the year 2003. All members of the Committee are financial literate within the meaning of the Clause49 of the listing agreement. The Chairman of the Committee was present at the last Annual General Meeting to answer the queries of the Shareholders. The Scope of the activities of the Audit Committee is as set out in clause 49 of the Listing Agreements with the Stock exchanges read with Section 292A of the Companies Act, 1956.

The composition of the Audit committee and the details of meetings attended by the Directors are given below:

Sl. No.

Name of Members Category No. of meeting attended during the year 2013-14

1 Sh. Raj kumar Rathi (DIN: 00009569)

Executive & Non-Independent (promoter)

5

2 Sh. Sandesh Jain (DIN: 00318479)

Non Executive 5

3 Sh. Anurag Yadav (DIN: 00087197)

Non Executive & Independent

5

4 Sh. Vinod Somani (DIN: 00327231)

Non Executive & Independent

3

5. Sh. Adarsh Kumar Aggarwal (DIN: 00126105)

Non Executive & Independen

2

Five Audit Committee Meetings were held during 2013-14. The dates on which the said meetings were held were as follows:

30/05/2013, 14/08/2013, 31/08/2013, 14/11/2013, 14/02/2014

The necessary quorum was present at all the meetings.

4. Remuneration Committee

The Remuneration Committee, entirely composed of non-executive & independent Directors and presently the committee consists of Sh. Sandesh Jain (DIN: 00318479), Sh. Anurag Yadav (DIN: 00087197) and Sh. Adarsh Kumar Aggarwal (DIN: 00126105) reviews the performance of the executive Director and senior executives one level below the Board and also review the remuneration package offered by the Company to different grades/levels of its employees. While reviewing the remuneration of senior management personnel, the committee takes into account the following:

Financial position of the company

Trend in the industry

Appointee’squalificationsandexperience

Past performance

Past remuneration etc.

No.ofmeetingsheldduringthefinancialyear2013-14: NIL

Brief description of terms of reference

The terms of reference of the remuneration committee are as per clause 49 of the Listing Agreement.

Details of remuneration to the Managing Director during the year 2013-14 (Amount in Rs.)

(a) Sh. Raj Kumar Rathi 28,80,000(b) Period of contract of MD: 5 year

Details of shares of the Company held by the Directors as on March 31, 2014 are as follows.

name no. of SharesSh. Raj Kumar Rathi 26,89,531 (DIN: 00009569)

Shareholders/Investor Grievance Committee

TheCompanyhasacommitteetospecificallylookintotheredressal of shareholders grievance relating to transfers, transmissions,issueofduplicatesharecertificateandallthe other matters concerning Shareholders complaints. Presently the committee consists of Sh. Anurag Yadav (DIN: 00087197), Independent Director, Sh. Sandesh Jain (DIN: 00318479), Non-executive Director and Sh. Raj Kumar Rathi (DIN: 00009569), Managing Director. The board has delegated the power of Share Transfer to the Company’s Registrar & Share transfer Agents, who process the transfers, in respect of physical and shares under Demat. All transfers completed within 15 days of

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receipt, if the documents were found valid in all respects.

ShriRajuBalodiistheComplianceOfficer.

No. of meeting held during the financial year 2013-14:Five

Details of Complaint received and redressed

Opening Balance

Received during the year

Resolved during the year

Closing Balance

Nil Nil Nil Nil

General Body meetings

no. of AGm year Ended Venue Date & Time18th AGM 31.03.2011 A-3, Industrial Area, South of G. T.

Road, Ghaziabad, 20100930.09.2011 at 10.00 A.M.

19th AGM 31.03.2012 A-3, Industrial Area, South of G. T. Road, Ghaziabad, 201009

28.09.2012 at 10.00 A.M.

EGM N.A. A-3, Industrial Area, South of G. T. Road, Ghaziabad, 201009

20.03.2012 at 11.00 A.M.

20th AGM 31.03.2013 A-3, Industrial Area, South of G. T. Road, Ghaziabad, 201009

28.09.2013 at 10.00 A.M.

EGM N.A. A-3, Industrial Area, South of G. T. Road, Ghaziabad, 201009

23.11.2013 at 10.00 A.M.

postal Ballot

No Postal Ballot was conducted during the year

SECRETARIAL AUDIT FOR RECOnCILIATIOn OF SHARE CApITAL

In keeping with the requirements of the SEBI and the Stock Exchanges, a secretarial Audit by a Practicing Company Secretary is carried out to reconcile the total admitted capital with NSDL and CDSL and the total issued and listedcapital.Thesaidauditconfirmsthatthetotalissued/paid up capital tallies with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

Acertificate from theStatutoryAuditorsof thecompanyon Corporate Governance is attached as an annexure to the report.

mEAnS OF COmmUnICATIOn

The Annual, half yearly and quarterly results are communicated to Stock Exchange, where the Company’s shares are listed, immediately after the same are taken on record/approved by the Board. Further the said results are also published in newspapers.

A Management Discussion and Analysis Statement is part of this report.

General Shareholders Information

The next Annual General Meeting is scheduled to be held at A-3, Industrial Area, South of G.T. Road, Ghaziabad,- 201009, Uttar Pradesh on Monday, the 29th day of September, 2014 at 10.00 A. M.

Financial Calender for 2013-14

First Quarterly results – on or before 14th August, 2014

Second Quarterly results – on or before 15th November, 2014

Third Quarterly results – on or before 15th February 2015

Fourth Quarterly results – on or before 15th May, 2015

Book Closure Date

Date of Book Closure from Saturday, September 27, 2014 to Monday, September 29, 2014 (both days inclusive)

Dividend – nil

Listing on Stock Exchange:

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400001

Company Stock Code:

Bombay Stock Exchange Limited 524610

market price Data (BSE) for the year 2013-14

month High (Rs.) Low (Rs.) Volume nos. Total Turnover (Rs.)

Apr -13 6.54 5.91 5,117 30,563

May-13 8.55 5.71 13770 98945

Jun -13 9.83 8.52 146 1303

Jul -13 10.90 9.98 1119 11681

Aug-13 10.50 10.50 1 10

Sept -13 10.00 9.98 1501 14980

Oct -13 11.00 9.49 2615 27176

Nov-13 9.87 6.56 5141 44382

Dec-13 8.34 6.88 1014 7538

Jan -14 9.16 8.30 2002 17048

Feb -14 10.50 9.13 2716 27131

Mar-14 11.57 9.45 323 3385

Distribution of Shareholding as at 31st march, 2014

Category Share nos. percentage (%)

Shareholder nos.

percentage (%)

1 to 5000 11,19,675 6.811 5,601 89.918

50001 to 10000 2,64,831 1.611 318 5.105

10001 to 20000 1,91,228 1.163 124 1.991

20001 to 30000 1,28,639 0.783 49 0.787

30001 to 40000 49,899 0.304 15 0.241

40001 to 50000 1,08,960 0.663 23 0.369

50001 to 100000 2,63,267 1.601 37 0.594

100001 and above 1,43,12,501 87.064 62 0.995

Total 1,64,39,000 100.00 6229 100.000

Total share holders in NSDL

1,747 Total shares in NSDL 14070656

Total share holders in CDSL

825 Total shares in CDSL 6,39,641

Total share holders in Physical

3,700 Total shares in Physical 17,28,703

TOTAL SHARE HOLDERS

6,272 TOTAL SHARES 1,64,39,000

43 HOLDERS ARE COMMON IN DEMAT & PHYSICAL

Categories of Shareholding as on 31st march, 2014

Category no. of Shares percent

Promoters & Promoter Group 99,66,170 60.63

Mutual Funds 19,000 0.12

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Foreign Investors 3,24,592 1.97

Bodies Corporate 28,59,410 17.39

Individuals 32,48,530 19.76

NRIs/OCBs 4,401 0.03

Clearing Members 16,897 0.10

Total 1,64,39,000 100

Share Transfer System

Share Transfers in physical form can be lodged with the R & T agents of Company. The transfers are normally processed within the stipulated period, if the documents are complete in all respects. The Shareholders/Investor Grievance Committee is empowered to approve the share transfers.

Registrar and Transfer Agents

The share Transfer Agent for equity shares of the Company both for electronic and physical segment is M/S MAS Services Limited, T-34, IInd Floor, Okhla Industrial Area, Phase II, New Delhi – 110020, Phone: 011-26387281/82/83, Fax : 011-26387384, Email: info@masserv.com

Dematerialization of shares

The Company has tied up with the National Securities Depository Limited and Central Depository Services India Limited and the ISIN No. allotted to equity shares of the Company is INE 886C01010. The demat/remat requests are processed within 15 days of the receipt of request, provided they are complete in all respects. As of the end of March 2014, shares comprising approximately 89.48 % of company’s equity share capital are in dematerialized form.

E-voting

To widen the participation of shareholders in company decisions, the Securities and Exchange Board of India has directed top 500 listed companies to provide e-voting facility to their shareholders from October, 2012 onwards, in respect of those businesses which are transacted through postal ballot.

Further, the Companies Act, 2013 and Clause 35B of the Listing Agreement also requires a listed Company to provide e-voting facility to its shareholders, in respect of all shareholder’s resolutions, to be passed at General Meetings.

manufacturing UnitsSP- 921, RIICO Industrial AreaPhase – III, BhiwadiDistt. Alwar, Rajasthan

Address for Correspondence24/1A, Mohan Cooperative Industrial EstateMathura Road,New Delhi – 110044Phone Nos: 011- 45002400Email: investor@rathitoner.com

Contact personShriRajuBalodi(ComplianceOfficer).Contact No. 011-45002400Email: investor@rathitoner.com

The above report was placed before the Board and approved at its meeting held on 1st day of September, 2014.

DECLARATIOn By THE mAnAGInG DIRECTOR UnDER CLAUSE 49 OF THE LISTInG AGREEmEnTS

As provided under clause 49 of the Listing Agreement with the Stock Exchange, the Board members and the senior ManagementPersonnelhaveconfirmedcompliancewiththe Code of Conduct laid down by the Company for the year ended 31st March, 2014.

Place: New Delhi Raj Kumar Rathi (DIn: 00009569)Dated: 01.09.2014 managing Director CEO/FInAnCE OFFICER CERTIFICATIOn

We certify to the Board that:

(a) We have reviewed financial statements and the cashflowstatementfortheyearandthattothebestof our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) These statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reportingand that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting andwe have disclosed to theauditorsandtheAuditCommittee,deficienciesinthedesign or operation of such internal controls, if any, of which they are aware and the steps they have taken orproposetotaketorectifythesedeficiencies.

(d) We have indicated to the auditors and the Audit committee that:

(i) There have not been any significant changes ininternalcontroloverfinancialreportingduring the year;

(ii) There has not been any significant changes in accounting policies during the year requiring disclosureinthenotestothefinancialstatements; and

(iii) Therehasnotbeenanyinstancesofsignificant fraud of which we have become aware and the involvement therein, if any, of the management or

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anemployeehavingasignificantroleinthecompany’s internalcontrolsystemoverfinancialreporting.

Raj Kumar Rathi Hit Lal yadav ManagingDirector FinanceOfficer (DIN: 00009569)

Place: New Delhi Date: 01.09.2014

CERTIFICATE OF COmpLIAnCE OF CORpORATE GOVERnAnCE

To

The members of Rathi Graphic Technologies Limited

We have examined the Compliance of Corporate Governance by Rathi Graphic Technologies Limited for the year ended on 31st March, 2014, as stipulated in clause 49 of the Listing Agreement of the said company with the Stock Exchange.

The compliance of conditions of Corporate Governance

is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that such compliance is neither an assurance as tothefutureviabilityoftheCompanynortheefficiencyoreffectiveness with which the management has conducted the affairs of the Company.

For A. K. maheshwari & AssociatesChartered Accountants

Place: New Delhi CA Shalin poddarDated: 28.08.2014 partner mem no. 515616

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mAnAGEmEnT DISCUSSIOn & AnALySIS

FORWARD LOOKInG STATEmEnTS

Statement in the Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates, expectations may be considered to be forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent development, information or events.

The strong fundamental character of Indian Economy indicating increase in the production activities acts as a fuel for the growth of your Company. Your company with adequate infrastructure and an active eye on the emerging opportunities at domestic and international level is poised to grew and enhance its shareholder value.

TRAppInG BUSInESS OppORTUnITIES

The focus of the Company continues to be on strengthening presence in existing markets and to this extent extensive sales and brand building effects have been taken.

EXpAnSIOn AnD OTHER pROJECTS

As part of our expansion plans, the Company is regularly makingeffortsforbusinessexpansionsanddiversificationsactivities.

THREAT AnD CHALLEnGES

COmpETITIOn

Competition whether domestic or international is always a challenge and transforming challenges into opportunities has a practice of our company.

InFLATIOn

Surging price level poses a major threat to the Company and the economy as a whole. Rising prices reduce the value of money leaving consumers with low purchasing power. Low purchasing power disturbs the demand supply chain which causes serious threat to production rollout.

FInAnCIAL mAnAGEmEnT

Fund Management is crucial and important for the Company’s growth. The financial system of theorganization is responsible for the management of funds. TheCompany’sfinancialmanagementhashelditingoodsteadbutalittlebitdifficultduetocontinuousdownwardfall in rupee and rising prices of commodities over the year and has given it the unbeatable reputation of being one ofthemostprofitabletonermanufacturingcompanies inthe Country.

The Company had initiated moves in its right earnest for repaying and swapping the high interest borrowing with low interest rate funds. Currently the total borrowing of Rs. 8.55 crores comprise terms loans of Rs. 1.65 Crores and working capital loans of Rs. 6.90 crores.

InTERnAL COnTROL SySTEmS AnD THEIR ADEQUACy

The Company has a proper and adequate system of internal control geared towards achieving efficiency inits various business operations, safeguarding assets, optimum utilization of resources and compliance with statutory regulations.

The Company has continued its effects to align its processes and controls with best practices and has put in place a process wise internal control framework across the Company.

The Internal Auditors of the Company conduct audits of various departments based on an annual audit plan covering key area of operations, including overseas operations. Internal Audit reviews and evaluates the adequacy and effectiveness of internal controls, ensuring adherence to operating guidelines and systems and recommending improvements for strengthening them. The Company has put in place a Risk Assessment and mitigation process across all its business operations, which is reviewed by the Management and Board Audit Committee.

HUmAn RELATIOnS

The Company successfully met the challenges of its business environment due to dedication, competence and commitment displayed by its employees. The human resource function and initiatives of the Company are driven by strong set of values, policies and philosophy Performance orientation and ethics are the cornerstones of our human resource philosophy. Relations between employees and management have remained cordial through out the year. Initiatives are being taken to enhance the productivity of employees. The Company appreciates the contribution made by all employees in ensuring better performance and achievements during the year. The Company continued to implement best practices and innovative initiatives to meet the challenges of acquiring and retaining talent against intense competitive pressures. The Company continued to place emphasis on training, skills enhancement and competency development of its people for meeting future challenges. The Company sustained its emphasis on imparting required training to its employees.

CAUTIOnARy STATEmEnT

Statement in this Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations may be ‘forward-looking statement, within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important developments that could affect the Company’s operations include a downward trend in the domestic FMCG industry, rise in input costs, exchange ratefluctuations,andsignificantchanges inpoliticalandeconomic environment in India, environment standards, tax laws and litigation and labour relations.

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InDEpEnDEnT AUDITOR’S REpORT TO THE mEmBERS OF RATHI GRApHIC TECHnOLOGIES LImITED1. Report on the Financial Statements We have audited the accompanying financial statements of Rathi Graphic Technologies Limited, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summaryofsignificantaccountingpoliciesandother explanatory information.2. management’s Responsibility for the Financial Statements The Company’s Management is responsible for the

preparationofthesefinancialstatementsthatgiveatrue and fair viewof the financial position, financialperformance and cash flow of the Company inaccordance with theAccounting Standards notifiedunder the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs In respect of Section 133 referred of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of thefinancialstatementsthatgiveatrueandfairviewand are free from material misstatement, whether due to fraud or error.

3. Auditors Responsibility Our responsibility is to express an opinion on

these financial statements based on our audit.Weconducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhetherthefinancialstatementsarefreefrommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthefinancialstatements.Theproceduresselecteddepend on the auditor’s judgment, including the assessment of the risks of material misstatement of thefinancialstatements,whetherdue to fraudorerror. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financialstatements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained issufficientandappropriatetoprovideabasisforouraudit opinion.

4. Opinion In our opinion and to the best of our information and

according to the explanations given to us, the aforesaid financialstatementsgivetheinformationrequiredbythe Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) InthecaseoftheStatementofProfitandLoss,of theprofitoftheCompanyfortheyearendedon that date and

c) In the case of the Cash Flow Statement, of the cashflowsoftheCompanyfortheyearendedon that date.

5. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of Section 227 (4A) of the Act, we give in the Annexure a statement onthemattersspecifiedinparagraphs4and5of the order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet, the statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the general Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013

e) on the basis of written representations received from the directors as on March 31, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of section 274(1)(g) of the Act .

For A. K. maheshwari & Associates Chartered Accountants (Registration No. 500106N)

CA Shalin poddar (Partner) Mem. No. : 515616

Place: New DelhiDate: 30th May, 2014

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The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Rathi Graphic Technologies Limited on the accounts of the company for the year ended 31st march, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full particulars including quantitative detailsandsituationofitsfixedassets.

(b) According to the information and explanation giventous,thefixedassetshavebeenphysically verifiedby themanagement during the year in phased periodical manner which in our opinion in reasonable regard to the size of the Company and nature of assets. No material discrepancies werenoticedonsuchverification

(c) In our opinion and according to the information and explanations given to us, since there is no substantial disposal of fixed asset during the year, the going concern status of the Company is not affected.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. There was no material discrepancies noticed on physicalverificationofstocksbythemanagement as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable.

(b) According to the information and explanations given to us, the Company has taken interest free unsecured loans from four parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amounts outstanding during the year against the said loans were Rs. 1500.74 Lacs and the year end balance of loans received from such parties is Rs. 1485.71 Lacs.

4. In our opinion and according to the information

and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixedassets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any major weaknesses in the internal controls system of the Company has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us the transaction made in pursuance of contracts or, agreements entered in the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect of each party have been made at prices which appear reasonable as per information available with the Company except for items stated to be specialized nature where no comparison is possible.

6. The Company has not accepted any deposits from the public during the financial year 2013-14 andtherefore, the provision of section 58A and 58AA of the Companies Act, 1956 and rules framed there under do not apply to the Company.

7. The Company has an adequate internal audit system commensurate with its size and the nature of its business.

8. As informed to us, the Central Government has prescribed maintenance of cost record under clause (d) of sub-section (1) of section 209 of the Act in respect of manufacturing activities of the Company. We have broadly reviewed accounts and records of the Company in this connection and our opinion, that prime facie, the prescribed accounting records have been made and maintained. We have not however carried out detailed examination of the same

9. (a) According to the information and explanations given to us, the Company is generally regular in deposits undisputed statutory dues including provident fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed statutory dues payable in respect of provident fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess

17

which are outstanding as on 31st March, 2014 for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, there are no statutory dues outstanding on account of any disputes other than the followings:

Name of the Statute

Nature of the Dues

Amount (in Rs.)

Period to which amount

relates

Forum where dispute is pending

Rajasthan Value Added Tax Act, 2003

VAT, CST and Penalty

509.00 Lacs

09-03-2010 to 26-03-2012

The Deputy Commissioner

(Admn), Commercial Taxes, Alwar

10. The Company has no accumulated losses at the end of the year and it has not incurred cash loss during the financial yearand in the immediatelyprecedingfinancialyear.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repaymentofduestoafinancialinstitution/bank.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision ofthis clause of the Companies (Auditor’s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not dealing or trading in Shares, Securities & other Investments hence Para no XIV of the order is not applicable to the Company.

15. According to the information and explanations given to us, the Company has given corporate guarantees to M/s. RGTL Industries Limited (Formely known as Rathi Rajasthan Steel Mills Limited) for loan taken by othersfromabankorfinancialinstitution.

16. As per the information and explanations given to us, the term loan has been applied for the purpose for which it is raised.

17. As per the information and explanations given to us, no funds raised on short term basis have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained u/s 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year hence the requirement of clause (XIX) of the paragraph 4 of the Order are not applicable to the Company.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For A. K. maheshwari & AssociatesChartered Accountants

(Registration No. 500106N)

CA Shalin poddar (Partner)

Mem. No. : 515616

Place: New DelhiDate: 30th May, 2014

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RATHI GRApHIC TECHnOLOGIES LImITEDBalance Sheet as at 31st March, 2014

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RATHI GRApHIC TECHnOLOGIES LImITEDStatement of Profit and Loss for the year ended 31st March, 2014

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Rathi Graphic Technologies Limited

Notes to financial statements for the period 1st April, 2013 to 31st march 2014

nature of Operation

Rathi Graphic Technologies Limited (“the Company”) was incorporated on December 02, 1991. The company is engaged in the business of manufacturing of Tonners and Developers for use in photocopier machines & laser printers.

1. Significant Accounting Policies

I. Accounting Convention

The accounts of the Company have been prepared under the historical cost convention on the accrual basis of accounting in accordance with the accounting principles generally accepted in India (GAAP) and comply with the mandatory accounting standards notifiedunder the Companies (Accounting Standards) Rules, 2006, as amended, and with the relevant provisions of the Companies Act, 1956. The financial statements are presented in Indianrupees rounded off to nearest decimal.

All Assets and Liabilities have been classifiedas current or non-current as per the Company’s normal operating cycle and other criteria set out in the revised schedule VI of the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of currentandnon-currentclassificationofassetsand Liabilities.

II. TAnGIBLE FIXED ASSETS AnD DEpRECIATIOn

a) Tangible Fixed Assets are stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation /amortization /impairment. The cost of fixed assets includeseffect of exchange difference on long term foreign currency borrowings, freight and other incidental expenses related to the acquisition and installation of the respective assets. Borrowings cost directly attributable to fixed assets whichnecessarily take a substantial period of time to get ready for their intended use are capitalized. Interest on loans and other financial chargesin respect of qualifying assets and expenditure incurred on start up and commissioning of the project and or substantial expansion, including the expenditure incurred on Trial Runs up to the date of commencement of commercial production are capitalized.

b) Depreciation is provided on Straight Line Method atratesmentionedandinthemannerspecifiedin Schedule XIV to the Companies Act, 1956, as

amendedbyNotificationNo.GSR756(E)dated15th December, 1993 of the Ministry of Law, Justice & Company Law Affairs, Department of Company Affairs.

III. InVESTmEnTS

Investments that are readily realizable and intended to be held for not more than a year from thedateofacquisitionareclassifiedascurrentinvestments. All other investment is classifiedas long-term investments. However, that part of long-term investments which is expected to be realized within 12 months after reporting date is also presented under ‘current assets’ as “current portion of long-term investments” in consonance with the current–non-current classificationscheme of revised Schedule VI.

Long- term investments are valued at cost. Any decline other than temporary, in the value of long-term investments, is adjusted in the carrying value of such investments. Current investments are carried forward at lower of cost and fair value

Any reduction in the carrying amount and any reversals of such reductions are charged or creditedtotheStatementofProfitandLoss.Profitor Loss on sale of investments is determined on the basis of weighted average carrying amount of investments disposed of.

IV. VALUATIOn OF InVEnTORIES

Inventories are valued as per AS-2 (Valuation of Inventories) issued by the ICAI as under:

a) Stocks of Raw Materials are valued at cost by adopting FIFO Method.

b) Stock of Work in process is valued at cost of Raw Material and proportionate direct manufacturing expenses.

c) Stock of stores, spares and packing material are valued at cost by adopting FIFO Method.

d) Stocks of finished goods are valued at lowerof cost or net realizable value. Cost includes raw material cost and appropriate share of manufacturing expenses and is inclusive of depreciation and excise duty paid / payable thereon.

V. RESEARCH AnD DEVELOpmEnT EXpEnDITURE

The capital expenditures are debited to the respective heads under fixed assets. Therevenue expenditure is charged to revenue account and disclosed separately.

VI. BORROWInG COSTS

Borrowing costs attributable to acquisition, construction of qualifying assets are capitalized

21

as part of cost of the relevant assets upto the date the asset is put to use. All other borrowing costs are recognized as an expense in the year in which they are incurred.

VII. FOREIGn CURREnCy TRAnSACTIOnS

Transactions for foreign currency are recorded at the exchange rate prevailing on the date of transaction. For the foreign currency transactions outstanding at the end of the year, the exchange rate differences are being recognized at year end. However, foreign currency transactions which are settled up to the date of balance sheet, theexchangefluctuationisthereforeaccountedfor on actual basis

VIII. ImpAIRmEnT OF ASSETS

In case of indication of impairment of the carrying amount of the Company’s assets, an asset’s recoverable amount is estimated. Impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount.

Reversal of impairment Loss recognized in prior periods is recorded when there is an indication that the impairment loss recognized for the assets no longer exists or has decreased.

Post impairment depreciation is provided on the revised carrying value of the assets over its remaining useful life.

IX. Earnings per Share

Basic earnings per share are calculated by dividing the net profit/(loss) for the period attributable to the equity shareholders by the weighted average number of equity shares outstanding

X. REVEnUE RECOGnITIOn

a) Sales are recognized on dispatch of goods to customers. Sales represents invoiced value of

goods sold and services rendered, net of sales tax but inclusive of excise duty.

b) Profit/Loss on sale of Fixed Assets are recognized in the year of sale.

c) Interest is accounted on accrual basis.

d) Dividend is accounted on receipt basis.

XI. EmpLOyEE BEnEFIT

a) Short-term employee benefits:

All employee benefit falling due within twelvemonths of the end of the period in which the employee render the related services are classified as short term employee benefits,which includebenefits likesalaries,wagesetc.are recognized as expenses in the period in which the employee renders the related service and measured accordingly

b) Post-employment benefits:

Postemploymentbenefitplansareclassifiedintodefined contribution plans and defined benefitplans in line with the requirements of AS-15 on “EmployeeBenefit”.

Gratuity and Leave Encashment

Gratuity and leave encashment which are definedbenefitsarerecognizedintheStatementofProfitandLossbasedonactuarialvaluationusing projected unit credit method as at Balance Sheet date by an independent actuary

XII. DEFERRED REVEnUE EXpEnDITURE

Deferred revenue expenditure is written off over a period of six year.

XIII. mISCELLAnEOUS EXpEnDITURE

Miscellaneous Expenditure is written off over a fiveyear

22

RATHI GRApHIC TECHnOLOGIES LImITEDNotes forming Integral Part of the Balance Sheet as at 31st March, 2014

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RATHI GRApHIC TECHnOLOGIES LImITEDNotes forming Integral Part of the Balance Sheet as at 31st March, 2014

24

RATHI GRApHIC TECHnOLOGIES LImITEDNotes forming Integral Part of the Balance Sheet as at 31st March, 2014

25

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RATHI GRApHIC TECHnOLOGIES LImITEDNotes forming Integral Part of the Balance Sheet as at 31st March, 2014

27

RATHI GRApHIC TECHnOLOGIES LImITEDNotes forming Integral Part of the Balance Sheet as at 31st March, 2014

28

RATHI GRApHIC TECHnOLOGIES LImITEDNotes forming integral part of Statement of Profit & Loss for the year ended 31st March, 2014

29

RATHI GRApHIC TECHnOLOGIES LImITEDNotes forming integral part of Statement of Profit & Loss for the year ended 31st March, 2014

30

OTHER nOTES On ACCOUnTS28. pROVISIOn FOR CURREnT AnD DEFERRED TAX Provision for current tax assets and liability is estimated

as per provisions of the Income Tax Act, 1961.

Deferred Tax Assets / Liabilities is recognized subject to the consideration of prudence on timing difference being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more period. The components of Deferred Tax Assets/Liabilities in accordance with the AS-22 “Accounting for taxes on Income” as on 31.03.2014 are as follows:

particulars 31.03.2014(Rs.)

31.03.2013(Rs.)

Depreciation as per Companies Act 89,13,667 89,72,325Depreciation as per Income Tax Act 71,19,847 81,94,547

17,93,820 7,77,779Creation of Deferred Tax (Liabilities) /Assets (A)

5,82,005 2,52,350

Provision for Gratuity 3,46,891 3,44,738Provision for Leave Encashment 79,014 1,25,886

4,25,905 4,70,624Creation of Deferred Tax Assets (B) 1,38,185 1,52,694net Deferred Tax (Liabilities)/Assets (A+B)

7,20,190 4,05,044

Closing Balance of Deferred Tax (Liabilities) /Assets (A+B) transfer to Balance Sheet

74,52,821 67,32,631

29. RELATED pARTy DISCLOSURES

In accordance with the Accounting Standards (AS-18) on Related Party Disclosures, where control exists and where key management personnel are able to exercise significant influence and , wheretransactions have taken place during the year, along withdescriptionofrelationshipasidentified,aregivenbelow:

a) Relationships

I. Key Management Personnel

particulars name of Related parties

Associates RGTL Industries Limited Alpha Stocks & Finservices Pvt.Ltd.Shark Packaging (India) Pvt.Ltd. Rathi Electro Steel LimitedRathi Infrastructure Pvt. Limited

Key Management Personnel Sh.Raj Kumar Rathi (Managing Director)

Relatives of Key Management Personnel

Punam Chand Rathi (HUF)

Raj Kumar Rathi (HUF)

Sr. no.

name of the Related party Relationship nature of Transaction

Debit Transactions

Credit Transactions

Balance as at mar. 31, 2014

Balance as at mar. 31,

2013

1 Alpha Stock & Finservices Pvt.Ltd. Associates Unsecured Loans 14,16,554 2,46,75,000 7,94,10,796 CR 5,61,52,350 CR

2 Rathi Electrosteel Limited Associates Unsecured Loans 27,73,800 Nil 2,50,000 DR 25,23,800 CR

3 Shark Packaging (India) Pvt.Ltd Associates Unsecured Loans 13,86,987 4,68,12,324 5,64,11,087 CR 1,09,85,750 CR

4. RGTL Industries Limited Subsidiary Unsecured Loans 3,04,94,120 3,47,31,888 1,57,37,768 CR 1,15,00,000 CR

5 RGTL Industries Limited Subsidiary Share Application Money tr. to Investment A/c

9,57,50,000 9,57,50,000 Nil Nil

6 Rathi Infrastructure Pvt. Limited Associates Advance 4,000 8,050 Nil 4,050 DR

7 Punam Chand Rathi (HUF) Relative to Director

Rent 2,06,024 2,69,838 8,19,890 DR 8,83,704 DR

8 Sh. Raj Kumar RathiManaging Director

Remuneration 23,43,760 23,25,000 1,52,240 CR 1,71,000 CR

Advance 3,75,000 1,24,15,000 1,23,49,040 CR 3,09,040 CR

9 Raj Kumar Rathi (HUF) Relative to Director

Unsecured Loan 10,00, 000 Nil 400,000CR 14,00,000 CR

30. (A)Value of Raw material consumed:Rs.in Lacs

Particulars 2013-2014 % 2012-13 %

Imported 422.09 97.81 660.50 97.93

Indigenous 9.45 2.19 13.94 2.07

Total 431.54 100.00 674.44 100.00

(B) Value of purchased of Trading GoodsRs.in Lacs

Particulars 2013-14 2012-13

Printing Ink 1620.01 1230.93

Total 1620.01 1230.93

(C) Value of Stores consumed:Rs.in Lacs

Particulars 2013-2014 % 2012-2013 %

Imported 0.00 0.00 0.00 0.00

Indigenous 8.30 100.00 15.38 100.00

Total 8.30 100.00 15.38 100.00

31

(D) Details of Finished Goods Rs.in Lacs

particulars 2013-2014 2012-2013

Op-Stock Value

Cl-Stock Value

Op-Stock Value

Cl-Stock Value

Tonner 312.85 271.59 314.87 312.85

Developers 0.95 0.00 1.33 0.95

Total 313.80 271.59 316.20 313.80

(E) Details of Work –in- processRs.in Lacs

particulars 2013-14 2012-13

Goods(Tonner) 166.76 191.27

Total 166.76 191.27

(F) particulars in respect of SalesRs.in Lacs

particulars 2013-14 2012-13Tonner 875.30 1359.71Developers 1.01 1.67Printing Ink 2160.00 1549.48Total 3036.31 2910.86

(G) Value of Import during the year (CIF Basis but exclusive of Custom Duty)

Rs.in Lacs

particulars 2013-14 2012-13Raw Materials 360.51 648.66Total 360.51 648.66

(H) Valuation of Scrap

The Scrap material exists in the Books of Accounts valued at Rs. 1.97 Lacs.

31. payment to Auditor Rs.in Lacs

particulars 2013-14 2012-13Statutory Audit Fees 1.00 1.00Tax Audit Fees 0.30 0.20Other Capacity 0.00 0.00Total* 1.30 1.20

*Excluding Service Tax

32. Interest @10% per annum has been provided on security deposit received from dealers.

33. Sales include trading sales of Rs. 21,60,00,120 (Previous Rs. 15,49,47,970).

34. In the opinion of the Management all the current assets are realizable at the stated value.

35. COnTInGEnT LIABILITIES

Contingent Liabilities not provided for:

I. Letter of Credit established in favour of the suppliers for raw materials Rs. 1,13,95,403/- (Previous year Rs.1,07,57,965/-).

II. Bank Guarantee Rs.1,00,000/- (Previous year Rs. 2,50,000/-)

III. The Company has given corporate guarantee to M/s RGTL Industries Limited for loan taken by others from bankorfinancialinstitutions.

IV. Sales Tax Demand of Rs. 509.00 Lacs under Rajasthan Value Added Tax Act 2003.

36. Our product i.e. tonner was taxable under the category of 4 / 5% tax rate up to 09-03-2010. However in the Budget of 2010-11, the Government of Rajasthan, vide notification no.10.83 dated 09.03.2010 deletedEntry 268 of Clause-4 of the Commercial Tax Act, resultingintoclassificationofTonnerwithChemicalssubject to Commercial Tax @14%. The Commercial Tax Officer had issued an Ex-parte Order dated26-05-2011 and raised a demand and penalty of Rs.509.00 Lacs for the period from 09-03-2010 to 26-03-2012. The application for re-opening of Ex-parte assessment is pending before Dy .Commissioner (Admn), Commercial Taxes, Alwar. The Company had also filed its representation before theHon’bleMinister of Industries, Government of Rajasthan.

37. Loans and advances include Rs. 2,80,231/- This figure represents the excess amount paid to theSales tax department and correspondingly, Current liabilities also include this amount as refundable to the customers.

38. Necessary disclosures required under the Micro, Small and Medium Enterprises Development Act,2006, can only be considered once relevant information to identify the suppliers who are covered the said Act are received from such parties/suppliers.

39. Foreign currency exposures that are not hedged by derivatives instruments or otherwise is as follows:

S.No. Particulars Foreign Currency

As at 31 March 2014 As at 31 March 2013

Amount in Foreign Currency

Amount in Local Currency

Amount in Foreign Currency

Amount in Local Currency

1. Trade Receivable

USD 11,08,100 6,65,96,588.00 11,08,100 6,03,91,450

2. Trade Payable USD 6,48,300 3,89,62,700.00 6,48,300 3,53,32,350

43. Expenditure in Foreign Currency is Rs. Nil (Previous year Rs.Nil)

41. EARnInGS pER SHARE

Thebasicearningspershare iscalculatedbydividingthenetprofitafter taxfor theyearbyweightedaveragenumber of equity shares outstanding during the year.

32

Earning per Equity Shares

Current Year Previous Year

No.of Shares NetProfitafterTax EPS No of Shares NetProfitafterTax EPS

Basic 1,64,39,000 1,49,29,624 0.91 1,64,39,000 1,17,68,107 0.72

Diluted 1,64,39,000 1,49,29,624 0.91 1,64,39,000 1,17,68,107 0.72

42. The Company has made investment in M/s Rathi Steel And Power Limited which is listed in stock exchange. The company has not made a provision of diminution in investment of Rs.11,70,319/-

43. To comply with the guidance note on “Accounting Treatment of excise duty” issued by the Institute of Chartered Accountants of India, excise duty amounting to Rs. 11,07,268/-has been included in the value of inventories as on 31st March, 2014 and the corresponding amount of Excise Duty payable has been included in other liabilities. Howeverthisaccountingpolicyhasnoimpactontheprofitfortheyear.

44. Balanceofdebtors,creditors,loansandadvancessubjecttoreconciliationandconfirmation.

45. Previous year figures have been regrouped/rearranged wherever necessary, to correspond to current yearfigures.

As per our report of even dateFor A.K. maheshwari & Associates Chartered Accountants

CA Shalin poddar Raj Kumar Rathi Sandesh Jain Raju Balodi (partner) (managing Director) (Director) (Company Secretary) membership no.: 515616 DIn:00009569 DIn:00318479 m.no.:A31150

Place : New Delhi Date : 30th May, 2013

33

RATHI GRApHIC TECHnOLOGIES LImITEDCash Flow Statement for the year ended 31st March, 2014

34

InDEpEnDEnT AUDITOR’S REpORT TO THE mEmBERS OF RATHI GRApHIC TECHnOLOGIES LImITED1. Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Rathi Graphic Technologies Limited (the ”Company”) and its subsidiaries (collectively referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2014, theConsolidatedStatement ofProfit and Loss and Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.2. management’s Responsibility for the Consolidated Financial Statements The Company’s Management is responsible for

the preparation of these consolidated financialstatements that give a true and fair view of the consolidatedfinancialposition,consolidatedfinancialperformanceandconsolidatedcashflowoftheGroupinaccordancewiththeAccountingStandardsnotifiedunder the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 referred of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of theconsolidatedfinancialstatementsthatgiveatrueand fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors Responsibility Our responsibility is to express an opinion on these

consolidated financial statements based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceaboutwhether the consolidated financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in theconsolidatedfinancialstatements.Theproceduresselected depend on the auditor’s judgment, including the assessment of the risks of material misstatement oftheconsolidatedfinancialstatements,whetherdueto fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Group’s preparation and fair presentation of the consolidated financial statements in order todesign audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial

statements. We believe that the audit evidence we have obtained

issufficientandappropriatetoprovideabasisforouraudit opinion.

4. Opinion In our opinion and to the best of our information and

according to the explanations given to us, and based on consideration of the reports of the other auditors on the financial statements / consolidated financialstatements of the subsidiaries and associates as noted below, the consolidated financial statementsgive the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2014;

b) In the case of the Consolidated Statement of ProfitandLoss,oftheprofitoftheGroupforthe year ended on that date and

c) In the case of the Consolidated Cash Flow Statement,ofthecashflowsoftheGroupforthe year ended on that date.

5. Other matters Financial statements / consolidated financial

statements of the subsidiary M/s RGTL Industries Limited (Formerly known as Rathi Rajasthan Steel MillsLimited)whosefinancialstatementsreflecttotalassets of Rs. 27062.71 Lacs at March 31, 2014, total revenue of Rs. 40475.90 Lacs and net cash flowsamounting to Rs. (84.67) Lacs for the year then ended, have been audited by other auditor whose audit report has been furnished to us, and in our opinion, insofar as it relates to the amounts included in respect of the subsidiary is based solely on the report of the other auditors.

We report that the Consolidated Financial Statement have been prepared by the Company’s management in accordance with the requirement of Accounting Standard (AS) 21.

For A. K. maheshwari & Associates Chartered Accountants (Registration No. 500106N)

CA Shalin poddar (Partner) Mem. No. : 515616

Place: New DelhiDate: 30th May, 2014

35

36

RATHI GRApHIC TECHnOLOGIES LImITEDConsolidated Balance Sheet as at 31st March, 2014

37

RATHI GRApHIC TECHnOLOGIES LImITEDConsolidated Statement of Profit and Loss for the year ended 31st March, 2014

38

notes on Consolidated AccountsnOTE- 01A: SIGnIFICAnT ACCOUnTInG pOLICIES:I. BASIS OF pREpARATIOn The Consolidated Financial Statement are prepared

in accordance with Accounting Standard -21 on Consolidated Financial Statement issued by the Institute of Chartered Accountants of India.

II. pRInCIpLES OF COnSOLIDATIOn The Consolidated Financial Statement relate to

M/s.Rathi Graphic Technologies Limited (Parent Company) and its subsidiary namely, M/s.RGTL Industries Limited. (Formerly Rathi Rajasthan Steel Mills Limited). The Financial Statement of the Company and that the RGTL Industries Limited have been prepared in accordance with the Generally Accepted Accounting Practices (GAAP) applicable in India. These Financial Statement have been prepared by consolidation of the Financial Statement of the Company and its subsidiary on a line-by-line basis after fully eliminating the inter-company transactions.

III. pROpORTIOn OF OWnERSHIp InTEREST In SUBSIDIARy COmpAny InCLUDED In COnSOLIDATIOn

Sr. No.

Name of the Subsidiary Company

Country of Incorporation

Proportion of Ownership interest as on March 31, 2014

1 RGTL Industries Limited

India 58.78557%

IV. BASIS OF pRESEnTATIOn OF FInAnCIAL STATEmEnTS

The Financial Statement of the Company have been prepared under historical cost convention, except as otherwise stated, in accordance with the Generally Accepted Accounting Practices (GAAP) applicable in India and the provisions of the Companies Act,1956.

V. USE OF ESTImATES

The preparation of the Financial Statements in conformity with GAAP requires that the management makes estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure ofcontingentliabilitiesasatthedateofthefinancialStatements, and the reported amount of revenue and expenses during the reported period. Actual result could differ from those estimates.

VI. TAnGIBLE FIXED ASSETS AnD DEpRECIATIOn

a) Tangible Fixed Assets are stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation /amortization /impairment. The cost of fixed assets includeseffect of exchange difference on long term foreign currency borrowings, freight and other incidental expenses related to the acquisition and installation of the respective assets. Borrowings cost directly attributable to fixed assets whichnecessarily take a substantial period of time to get ready for their intended use are capitalized.

Interest on loans and other financial chargesin respect of qualifying assets and expenditure incurred on start up and commissioning of the project and or substantial expansion, including the expenditure incurred on Trial Runs up to the date of commencement of commercial production are capitalized.

b) Depreciation is provided on Straight Line Method atratesmentionedandinthemannerspecifiedin Schedule XIV to the Companies Act,1956, as amendedbyNotificationNo.GSR756(E)dated15th December,1993 of the Ministry of Law, Justice & Company Law Affairs, Department of Company Affairs.

VII. InVESTmEnTS

Long term investments are stated at cost.

VIII. VALUATIOn OF InVEnTORIES

Inventories are valued as per AS-2 (Valuation of Inventories) issued by the ICAI as under:

a) Stocks of Raw Materials are valued at cost by adopting FIFO Method.

b) Stock of Work in process is valued at cost of Raw Material and proportionate direct manufacturing expenses.

c) Stock of stores, spares and packing material are valued at cost by adopting FIFO Method.

d) Stocks of finished goods are valued at lowerof cost or net realizable value. Cost includes raw material cost and appropriate share of manufacturing expenses and is inclusive of depreciation and excise duty paid / payable thereon.

IX. RESEARCH AnD DEVELOpmEnT EXpEnDITURE

The capital expenditures are debited to the respective headsunderfixedassets.The revenueexpenditureis charged to revenue account and disclosed separately.

X. BORROWInG COSTS

Borrowing costs attributable to acquisition, construction of qualifying assets are capitalized as part of cost of the relevant assets upto the date the asset is put to use. All other borrowing costs are recognized as an expense in the year in which they are incurred.

XI. FOREIGn CURREnCy TRAnSACTIOnS

Transactions for foreign currency are recorded at the exchange rate prevailing on the date of transaction. For the foreign currency transactions outstanding at the end of the year, the exchange rate difference are being recognized at year end. However, foreign currency transactions which are settled up to the date ofbalancesheet,theexchangefluctuationisthereforeaccounted for on actual basis.

39

XII. ImpAIRmEnT OF ASSETS

In case of indication of impairment of the carrying amount of the Company’s assets, an asset’s recoverable amount is estimated impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount.

Reversal of Impairment Loss recognized in prior periods is recorded when there is an indication that the impairment loss recognized for the assets no longer exists or has decreased.

Post Impairment depreciation is provided on the revised carrying value of the assets over its remaining useful life.

XIII. REVEnUE RECOGnITIOn

a) Sales are recognized on dispatch of goods to customers. Sales represents invoiced value of goods sold and services rendered, net of sales tax but inclusive of excise duty.

b) Profit / Loss on sale of investment and FixedAssets are recognized in the year of sale.

c) Dividend is accounted on receipt basis.

d) Interest is accounted on accrual basis.

XIV. EmpLOyEE BEnEFIT

a) Short-term employee benefits:

All employee benefit falling due within twelve

months of the end of the period in which the employee render the related services are classified as short term employee benefits,which includebenefits likesalaries,wagesetc.are recognized as expenses in the period in which the employee renders the related service and measured accordingly.

b) Post-employment benefits:

Postemploymentbenefitplansareclassifiedintodefined contribution plans and defined benefitplans in line with the requirements of AS-15 on “EmployeeBenefit”.

Gratuity and Leave Encashment

Gratuity and leave encashment which are definedbenefitsarerecognizedintheProfitandLoss Account based on actuarial valuation using projected unit credit method as at Balance Sheet date by an independent actuary.

XV. DEFERRED REVEnUE EXpEnDITURE

Deferred revenue expenditure is written off over a period of six year.

XVI. mISCELLAnEOUS EXpEnDITURE

MiscellaneousExpenditure iswritten off over a fiveyear

40

RATHI GRApHIC TECHnOLOGIES LImITED nOTES On COnSOLIDATED ACCOUnTS Notes Forming Integral Part of the Consolidated Balance Sheet as at 31st March, 2014

41

RATHI GRApHIC TECHnOLOGIES LImITED nOTES On COnSOLIDATED ACCOUnTS Notes Forming Integral Part of the Consolidated Balance Sheet as at 31st March, 2014

42

RATHI GRApHIC TECHnOLOGIES LImITED nOTES On COnSOLIDATED ACCOUnTS Notes Forming Integral Part of the Consolidated Balance Sheet as at 31st March, 2014

43

RATHI GRApHIC TECHnOLOGIES LImITED nOTES On COnSOLIDATED ACCOUnTS Notes Forming Integral Part of the Consolidated Balance Sheet as at 31st March, 2014

44

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45

RATHI GRApHIC TECHnOLOGIES LImITED nOTES On COnSOLIDATED ACCOUnTS Notes Forming Integral Part of the Consolidated Balance Sheet as at 31st March, 2014

RATHI GRApHIC TECHnOLOGIES LImITED nOTES On COnSOLIDATED ACCOUnTS Notes Forming Integral Part of the Consolidated Balance Sheet as at 31st March, 2014

46

RATHI GRApHIC TECHnOLOGIES LImITED nOTES On COnSOLIDATED ACCOUnTS Notes Forming Integral Part of the Consolidated Balance Sheet as at 31st March, 2014

47

RATHI GRApHIC TECHnOLOGIES LImITED nOTES On COnSOLIDATED ACCOUnTS Notes Forming Integral Part of the Consolidated Balance Sheet as at 31st March, 2014

48

RATHI GRApHIC TECHnOLOGIES LImITEDnOTES On COnSOLIDATED ACCOUnTS Notes Forming Integral Part of the Consolidated statement of Profit & Loss for the year ended 31st March, 2014

49

OTHER nOTES On ACCOUnTS:

29. Contingent Liabilities not provided for:

i) Letter of Credit establishedin favour of the suppliers for import of raw materials Rs.1,13,95,403/- (Previous Year Rs. 1,07,57,965/-).

ii) The Company has given corporate guarantee to M/s.RGTL Industries Limited for loan taken by othersfrombankorfinancialinstitutions.

iii) Bank Guarantee Rs. 1,00,000/- (Previous year Rs.2,50,000/-).

iv) Sales Tax Demand of Rs. 509.00 Lacs under Rajasthan Value Added Tax Act 2003.

30. The inventory of raw material, stores, oil & fuel andfinishedgoodshasbeenvaluedasperAS–2(Valuation of Inventories) issued by The Institute of Chartered Accountants of India.

31. CApITAL COmmITmEnTS

Estimated amount of contracts remaining to be executed on capital account is Rs. 11.75 Lacs (Previous year Nil).

32. In the opinion of the Management no provision on deemed income under MAT in accordance with section 115JB of the Income Tax Act,1961 is required due to the unabsorbed business losses/depreciations during the earlier years.

33. In the opinion of the Management all the current assets are realizable at the stated value.

34. Interest @10% per annum has been provided on security deposit received from dealers.

35. The components of Deferred Tax Asset / Deferred Tax Liability in accordance with AS-22 “Accounting for Taxes on Income” as on 31st March, 2014 are as follows:

Rathi Graphic Technologies Limited

particulars 31.03.2014 (Rs.)

31.03.2013 (Rs.)

Depreciation as per Companies Act 89,13,667 89,72,325

Depreciation as per Income Tax Act 71,19,847 81,94,547

17,93,820 7,77,779

Creation of Deferred Tax (Liabilities)/Assets (A)

5,82,005 2,52,350

Provision for Gratuity 3,46,891 3,44,738

Provision for Leave Encashment 79,014 1,25,886

4,25,905 4,70,624

Creation of Deferred Tax Assets (B) 1,38,185 1,52,694

Net Deferred Tax (Liabilities)/Assets (A+B) 7,20,190 4,05,044

Closing Balance of Deferred Tax( Liabilities)/Assets (A+B) transfer to Balance Sheet

74,52,821 67,32,631

RGTL Industries Limited

particulars 31.03.2014 (Rs.)

31.03.2013 (Rs.)

Depreciation 2,66,17,603 5,42,23,367

Creation of Deferred Tax Liabilities/(Assets) (A)

90,47,323 1,75,92,771

Provision for Gratuity 3,48,818 83,453

Provision for Leave Encashment 37,032 11,455

3,85,850 94,908

Creation of Deferred Tax Assets (B) 1,31,150 30,793

net Deferred Tax Liabilities/(Assets) (A-B)

89,16,173 1,75,61,978

Closing Balance of Deferred Tax Liabilities/(Assets) (A-B) transfer to Balance Sheet

4,30,77,866 3,41,61,693

36. Segment Information:

The Company has disclosed business segment as the primarysegment.Segmenthasbeenidentifiedtakinginto account nature of products, the differing risk and return and the internal business reporting system.

The Company’s operations predominantly relate to sale of toner, developer, trading items and iron & steel.

primary Segment Information:particulars Toner & Developer Iron & Steel Total

2013-14 2012-13 2013-14 2012-13 2013-14 2012-13

1 Segment RevenueExternal TurnoverInter Segment Turnover

3036.31 2910.85 45389.46 40832.32 48425.77 43743.17

Gross TurnoverLess: Excise duty/ Service Tax recovered

3036.3196.65

2910.85136.00

45389.464944.43

40832.324490.12

48425.775041.08

43743.174626.12

net Turnover 2939.66 2774.85 40445.03 36342.20 43384.69 39117.05

2 Segment Result before Interest and TaxesLess: Interest ExpensesAdd: Exceptional ItemProfitBeforeTaxCurrent Tax (including deferred Tax)ProfitAfterTax

324.56145.95

0.62179.2329.93

149.30

319.65174.55

2.70147.8030.12

117.68

2649.841324.45

0.001325.39374.47950.92

2462.371258.69

0.001203.68421.14782.54

2974.401470.40

0.621504.62404.40

1100.22

2782.021433.24

2.701351.48451.26900.22

3 Other InformationSegment AssetsSegment LiabilitiesCapital ExpenditureDepreciationNon Cash Expenses other than depreciation

7349.024419.71

1.9289.750.00

6156.823375.87

15.8389.720.24

22810.9412827.792148.31318.25

3.80

19085.0511186.431361.49278.57

3.80

30159.9617247.502150.23408.00

3.80

25241.8714562.301377.32368.29

4.04

(Rupees in Lacs)

50

37. RELATED pARTy DISCLOSURES

In accordance with the Accounting Standards (AS-18) on Related Party Disclosures, where control exists and where key management personnel are able to exercise significant influence and, wheretransactions have taken place during the year, along withdescriptionofrelationshipasidentified,aregivenbelow:

a) Relationships I. Key management personnel

Particulars Name of Related Parties

Associates Alpha Stocks & Finservices Pvt. Ltd.Shark Packaging (India) Pvt. Ltd.Rathi Infrastructure Pvt. Ltd. Rathi Electrosteel Limited

Key Management Personnel

Sh.Raj Kumar Rathi (Director)Sh.Sauarbh Rathi (Director)

Relatives of Key Management Personnel

Punam Chand Rathi (HUF)Raj Kumar Rathi (HUF)

Sr. no.

Name of the Related Party Relationship Nature of Transaction

Debit Transactions

Credit Transactions

Balance as at Mar. 31, 2014

Balance as at Mar. 31, 2013

1 Alpha Stock & Finservices Pvt.Ltd. Associates Unsecured Loans 1,60,11,554 3,91,87,835 7,94,10,796 Cr 5,62,34,515 Cr2 Rathi Electrosteel Limited. Associates Unsecured Loans 27,73,800 Nil 2,50,000 Dr 25,23,800 Cr3 Shark Packaging (India) Pvt. Ltd. Associates Unsecured Loans 1,26,81,987 5,83,12,324 5,67,11,195 Cr 1,10,80,858 Cr4 Raj Kumar Rathi HUF Relative to Director Unsecured Loans 10,00,000 Nil 4,00,000Cr 14,00,000 Cr5 Alpha Stock & Finservcies Pvt. Ltd. Associates Share Application

Money tr. to Investment A/C

45,00,000 45,00,000 Nil Nil

6 Punam Chand Rathi (HUF) Relative to Dircetor Rent 2,06,024 2,69,838 8,19,890 Dr. 8,83,704 Dr.7 Rathi Infrastructure Pvt. Ltd. Associates Advance 4,000 8,050 Nil 4,050 Dr

8 Sh.Saurabh Rathi Director Remuneration 46,42,499 48,00,000 2,97,500 Cr. 1,39,999 Cr

9 Sh. Raj Kumar Rathi Director Remuneration 34,73,760 35,25,000 2,22,240 Cr 1,71,000 Cr10 Sh. Raj Kumar Rathi Director Advance 3,75,000 1,24,15,000 1,23,49,040 Cr 3,09,040 Cr

38. Our product i.e. tonner was taxable under the category of 4 / 5% tax rate up to 09-03-2010. However in the Budget of 2010-11, the Government of Rajasthan, vide notification no.10.83 dated 09.03.2010 deletedEntry 268 of Clause-4 of the Commercial Tax Act, resultingintoclassificationofTonnerwithChemicalssubject to Commercial Tax @14%. The Commercial Tax Officer had issued an Ex-parte Order dated26-05-2011 and raised a demand and penalty of Rs.509.00 Lacs for the period from 09-03-2010 to 26-03-2012. The application for re-opening of Ex-parte assessment is pending before Dy .Commissioner (Admn), Commercial Taxes, Alwar. The Company had also filed its representation before theHon’bleMinister of Industries, Government of Rajasthan.

39. Loans and advances include Rs. 2,80,231/-. This figure represents the excess amount paid to theSales tax department and correspondingly, Current liabilities also include this amount as refundable to

the customers.

40. Necessary disclosures required under the Micro, Small and Medium Enterprises Development Act,2006, can only be considered once relevant information to identify the suppliers who are covered the said Act are received from such parties/suppliers.

41. Expenditure in Foreign Currency is Rs. Nil (Previous year Rs.Nil)

42. Balance of debtors, creditors, loans and advances subjecttoreconciliationandconfirmation.

43. The Company has made investment in M/s Rathi Steel And Power Limited which is listed in stock exchange. The company has not made a provision of diminution in investment of Rs.11,70,319/-.

44. Foreign currency exposures that are not hedged by derivatives instruments or otherwise is as follows:

S.No. Particulars Foreign Currency As at 31 March 2014 As at 31 March 2013

Amount in Foreign Currency

Amount in Local Currency

Amount in Foreign Currency

Amount in Local Currency

1. Trade Receivable USD 11,08,100 6,65,96,588 11,08,100 6,03,91,450

2. Trade Payable USD 6,48,300 3,89,62,700 6,48,300 3,53,32,350

51

45. EARnInGS pER SHARE

The basic earnings per share is calculated by dividing thenetprofitaftertaxfortheyearbyweightedaveragenumber of equity shares outstanding during the year.

Earning per Equity

Shares

Current Year Previous Year

No.of Shares

NetProfitafter Tax

EPS No of Shares

NetProfitafter Tax

EPS

Basic 1,64,39,000 5,76,49,044 3.51 1,64,39,000 4,53,50,798 2.76

Diluted 1,64,39,000 5,76,49,044 3.51 1,64,39,000 4,53,50,798 2.76

46. Previous year figures have been regrouped/rearranged wherever necessary, to correspond to currentyearfigures.

As per our report of even date

For A.K.maheshwari & AssociatesChartered Accountants

CA Shalin poddar (Partner)Membership No.515616Firm Regd.No.500106N

Place: New Delhi Date: 30th May, 2014

(Raj Kumar Rathi) (Sandesh Jain) managing Director Director DIn:00009569 DIn:00318479

place: new Delhi Date: 30th May, 2013

(Raju Balodi)Company Secretary

m.no.:A31150

52

RATHI GRApHIC TECHnOLOGIES LImITED COnSOLIDATED CASH FLOW STATEmEnT FOR THE yEAR EnDED 31ST mARCH, 2014

nOTES On COnSOLIDATED ACCOUnTS Notes Forming Integral Part of the Consolidated Balance Sheet as at 31st March, 2014

53

RGTL InDUSTRIES LImITEDInDEpEnDEnT AUDITOR’S REpORT TO THE mEmBERS OF RGTL InDUSTRIES LImITED1. Report on the Financial Statements Wehaveauditedtheaccompanyingfinancialstatements of RGTL Industries Limited (the Company), which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary ofsignificantaccountingpoliciesandotherexplanatory information.2. managements Responsibility for the Financial Statements The Company’s management is responsible for the

preparation of these financial statements that givea trueand fairviewof thefinancialposition,financialperformance and cash flows of the Company inaccordance with the Accounting Standards notifiedunder the Companies Act,1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparationandpresentationofthefinancialstatementsthat give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors Responsibility Our responsibility is to express an opinion on these

financialstatementsbasedonouraudit.Weconductedour audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements.Theproceduresselecteddependon the auditor’s judgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in orderto design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentationofthefinancialstatements.

We believe that the audit evidence we have obtained issufficientandappropriatetoprovideabasisforouraudit opinion.

4. Opinion In our opinion and to the best of our information and

according to the explanations given to us, the aforesaid financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) InthecaseoftheStatementofProfitandLoss,of theprofitoftheCompanyfortheyearendedonthat date; and

(c) In the case of the Cash Flow Statement, of the cash flowsof theCompany for theyearendedon that date.

5. Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Act, we give in theAnnexureastatementonthemattersspecified inparagraphs 4 & 5 of the Order.

As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, the Statement ofProfitandLoss,and theCashFlowStatement comply withAccounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on 31st March, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2014 from being appointed as a director under section 274 (1) (g) of the Act.

For Ramesh Gupta & Co.Chartered AccountantsFRN- 001605N

(CA manoj Gupta) PartnerM.No.87361

Place: New DelhiDate: 30th May, 2014

54

AnnEXURE REFERRED TO In pARAGRApH 1 OF OUR REpORT OF EVEn DATE On THE ACCOUnT OF m/S. RGTL InDUSTRIES LImITED FOR THE yEAR EnDED On 31ST mARCH, 2014

1. a) The Company has maintained proper records showing full particulars, including quantitative details andsituationoffixedassets.

b) According to the information and explanations given tous,thefixedassetshavebeenphysicallyverified by the management during the year in a phased periodical manner which, in our opinion, is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies werenoticedonsuchverification.

c) Therewasnosubstantialdisposaloffixedassets during the year.

2. a) As explained to us, the inventories have been physicallyverifiedbythemanagementatreasonable intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. There was no material discrepancies noticedonphysicalverification.

3. a) According to the information and explanations given to us, no loans or advances in the nature of loans havebeengrantedtotheCompanies,firmsorother parties listed in the register maintained under Section 301 of the Companies Act, 1956 and no conditions have been stipulated as regards the payment of interest and repayment of principle amount. Accordingly, clause iii(b) to clause iii(d) are not applicable.

b) According to the information and explanations given to us, the Company has taken interest free unsecured loans from two parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amounts outstanding during the year against the said loans were Rs.115.18 Lacs and the year end balance of loans received from such parties is Rs.3.00 Lacs.

c) In our opinion being interest free loan the terms and conditions on which loans have been taken from companies, firms or other parties listed in the registers maintained under Section 301 are not, prima facie, prejudicial to the interest of the Company.

d) The principal amount is repayable on demand and there is no repayment schedule.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the

purchaseofinventoryandfixedassetsandforthesale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control system of the Company.

5. a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) In our opinion and according to information and explanations given to us, the transaction made in pursuance of contracts or agreements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000/- in respect of each party have been made at prices which appear reasonable as per information available with the Company except for items stated to be specialized nature where no comparison is possible.

6. The Company has not accepted any deposits from the public and therefore, the directive issued by Reserve Bank of India and provisions of Section 58-A and 58AA or any other provisions of companies Act,1956 and rules framed thereunder do not apply to the Company.

7. The Company has an adequate Internal Audit system commensurate with the size of the Company and nature of its business.

8. As informed to us, the Central Government has prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of the manufacturing activities of the Company. We have broadly reviewed accounts and records of the Company in this connection and are of the opinion, that prime facie, the prescribed accounting records have been made and maintained. We have not, however, carried out detailed examination of the same.

9. a) According to information and explanations given to us, the Company is generally regular in deposits undisputed statutory dues including provident fund, investor education and protection fund, or employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, have generally been regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed statutory dues payable in respect of provident fund, investor education and protection fund, employees state insurance, Income Tax, Sales Tax, VAT, Wealth Tax, Custom Duty, Excise Duty, cess etc which are outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

10. The Company has no accumulated losses at the end of the year and it has not incurred cash losses during the currentfinancialyearandtheimmediatelypreceding

55

financialyear.

11. According to the information and explanations given to us, the company has not defaulted in repayment of duestoanyfinancialinstitutionorbank.

12. According to information and explanations given to us and based on documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a Chit fund, Nidhi or mutual benefitsociety. Hence, the requirementsofclause4(xiii) of paragraph 4 of the Order is not applicable to the Company.

14. According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investment. Hence paragraph no.XIV of the order is not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans takenbyothersfrombankorfinancialinstitutions.

16. As per the information and explanations given to us, the term loan has been applied for the purpose for which it is raised.

17. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment. Similarly, no funds raised on long-term basis have been used for short-term investment.

18. In our opinion and according to the intimation and

explanations given to us, the Company has not made any prefential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956. As such para 4(xviii) of the Order is not applicable.

19. The Company has not issued any debentures during the year. Hence, the requirements of clause (xix) of paragraph 4 of the Order are not applicable to the Company.

20. During the year cover by our audit report, the Company has not raised any money by way of public issue.

21. The Company has issued during the year 25,06,250 fully paid up equity shares to the holding Company M/s. Rathi Graphic Technologies Limited and M/s. Alpha Stocks & Finservices Pvt. Ltd. at a price of Rs.40/- per share inclusive of premium of Rs.30/- per share amounting to Rs. 10,02,50,000/- in accordance with the provisions of the Companies Act,1956.

22. According to the information and explanations given to us, a fraud on or by the Company has not been noticed or reported during the year.

For Ramesh Gupta & Co.Chartered AccountantsFRN- 001605N

(CA manoj Gupta)PartnerM.No.87361

Place: New DelhiDate: 30th May, 2014

56

RGTL InDUSTRIES LImITEDBalance Sheet as at 31st March,2014

The accompanying Notes 1 to 36 form an integral part of these fi nancial statement. In terms of our report of even date attached For Ramesh Gupta & Co. Chartered Accountants

CA manoj Gupta Saurabh Rathi Raj Kumar Rathi Sandesh Jain P A R T N E R Managing Director Director Director Membership No. : 87361 (DIN: 00022706) (DIN: 00009569) (DIN: 00318479)Firm Reg. No.: 001605N

Place: New Delhi Date:30th May, 2014

57

RGTL InDUSTRIES LImITEDStatementofProfitandLossfortheyearended31stMarch,2014

The accompanying Notes 1 to 36 form an integral part of these fi nancial statement.

In terms of our report of even date attached For Ramesh Gupta & Co. Chartered Accountants

CA manoj Gupta Saurabh Rathi Raj Kumar Rathi Sandesh Jain P A R T N E R Managing Director Director Director Membership No. : 87361 (DIN: 00022706) (DIN: 00009569) (DIN: 00318479)

Firm Reg. No.: 001605N

Place: New Delhi Date:30th May, 2014

58

nOTES-1

RGTL InDUSTRIES LImITED

SIGnIFICAnT ACCOUnTInG pOLICIES

I. BASIS OF pREpARATIOn AnD pRESEnTATIOn OF FInAnCIAL STATEmEnTS

The accounts of the Company have been prepared under the historical cost convention on the accrual basis of accounting in accordance with the accounting principles generally accepted in India (GAAP) and comply with the mandatory accounting standards notifiedundertheCompanies(AccountingStandards)Rules, 2006, as amended, and with the relevant provisions of the CompaniesAct,1956. The financialstatements are presented in Indian rupees rounded off to nearest decimal.

During the year ended March 2014, the revised ScheduleVInotifiedundertheCompaniesAct,1956hasbecome applicable to the Company for presentation of itsfinancialstatements.TherevisedScheduleVIhasasignificantimpactonthepresentationanddisclosuresmade in the financial statements.TheCompany hasalsoreclassified/regroupedtheprovisionsyearfiguresin accordance with the requirements applicable in the current year.

All Assets and Liabilities have been classified ascurrent or non-current as per the Company’s normal operating cycle and other criteria set out in the revised schedule VI of the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current andnon-currentclassificationofassetsandliabilities.

II. TAnGIBLE FIXED ASSETS AnD DEpRECIATIOn

a) Tangible Fixed Assets are stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation /amortization / impairment.Thecostoffixedassetsincludeseffect of exchange difference on long term foreign currency borrowings, freight and other incidental expenses related to the acquisition and installation of the respective assets. Borrowings cost directly attributabletofixedassetswhichnecessarilytakea substantial period of time to get ready for their intended use are capitalized. Interest on loans and other financial charges in respect of qualifying assets and expenditure incurred on start up and commissioning of the project and or substantial expansion, including the expenditure incurred on Trial Runs up to the date of commencement of commercial production are capitalized.

b) Depreciation is provided on Straight Line Method at ratesmentioned and in themanner specified in Schedule XIV to the Companies Act,1956,

asamendedbyNotificationNo.GSR756(E)dated 15th December,1993 of the Ministry of Law, Justice & Company Law Affairs, Department of Company Affairs.

III. InVESTmEnTS

Long term investments are stated at cost.

IV. VALUATIOn OF InVEnTORIES

Inventories are valued as per AS-2 (Valuation of Inventories) issued by the ICAI as under:

a) Stocks of Raw Materials are valued at cost by adopting FIFO Method.

b) Stock of Work in process is valued at cost of Raw Material and proportionate direct manufacturing expenses.

c) Stock of stores, spares and packing material are valued at cost by adopting FIFO Method.

d) Stocks of finished goods are valued at lower of cost or net realizable value. Cost includes raw material cost and appropriate share of manufacturing expenses and is inclusive of depreciation and excise duty paid / payable thereon.

V. BORROWInG COSTS

Borrowing costs attributable to acquisition, construction of qualifying assets are capitalized as part of cost of the relevant assets upto the date the asset is put to use. All other borrowing costs are recognized as an expenses in the year in which they are incurred.

VI. ImpAIRmEnT OF ASSETS

In case of indication of impairment of the carrying amount of the Company’s assets, an asset’s recoverable amount is estimated impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount.

Reversal of Impairment Loss recognized in prior periods is recorded when there is an indication that the impairment loss recognized for the assets no longer exists or has decreased.

Post Impairment depreciation is provided on the revised carrying value of the assets over its remaining useful life.

VII. REVEnUE RECOGnITIOn

a) Sales are recognized on dispatch of goods to customers. Sales represents invoiced value of goods sold and services rendered, net of sales tax but inclusive of excise duty.

b) Interest is accounted on accrual basis.

59

RGTL InDUSTRIES LImITED

VIII. EmpLOyEE BEnEFIT

a) Short-term employee benefits:

All employee benefit falling due within twelve months of the end of the period in which the employeerendertherelatedservicesareclassified as short term employee benefits, which include benefitslikesalaries,wagesetc.arerecognizedas expenses in the period in which the employee renders the related service and measured accordingly.

b) Post-employment benefits:

Postemploymentbenefitplansareclassifiedinto definedcontributionplansanddefinedbenefitplans in line with the requirements of AS-15 on “Employee

Benefit”.

Gratuity and Leave Encashment Gratuityandleaveencashmentwhicharedefined benefits are recognized in the Profit and Loss Account based on actuarial valuation using projected unit credit method as at Balance Sheet date by an independent actuary.

IX. pRE-OpERATIVE EXpEnDITURE

Pre-operative Expenditure is written off over a period of ten years.

X. mISCELLAnEOUS EXpEnDITURE

Miscellaneous Expenditure is written off over a fiveyears

60

RGTL InDUSTRIES LImITED

Notes Forming Integral Part of the Balance Sheet as at 31st March,2014

61

RGTL InDUSTRIES LImITED

Notes Forming Integral Part of the Balance Sheet as at 31st March,2014

62

RGTL InDUSTRIES LImITED

Notes Forming Integral Part of the Balance Sheet as at 31st March,2014

63

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64

RGTL InDUSTRIES LImITED

Notes Forming Integral Part of the Balance Sheet as at 31st March,2014

65

RGTL InDUSTRIES LImITED

Notes Forming Integral Part of the Balance Sheet as at 31st March,2014

66

RGTL InDUSTRIES LImITED

Notes Forming Integral Part of Statement of Proft and Loss for the year ended 31st March,2014

67

RGTL InDUSTRIES LImITED

Notes Forming Integral Part of Statement of Proft and Loss for the year ended 31st March,2014

68

RGTL InDUSTRIES LImITED

Notes Forming Integral Part of Statement of Proft and Loss for the year ended 31st March,2014

69

RGTL InDUSTRIES LImITED

OTHER nOTES On ACCOUnTS

28. pROVISIOn FOR CURREnT AnD DEFERRED TAX

Provision for current tax assets and liability is estimated as per provisions of the Income Tax Act,1961.

Deferred Tax Assets / Liabilities is recognized subject to the consideration of prudence on timing difference being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent period. The components of Deferred Tax Assets/Liabilities in accordance with the AS-22 “Accounting for taxes on Income” as on 31.03.2014 are as follows:

29. RELATED pARTy DISCLOSURES

In accordance with the Accounting Standards (AS-18) on Related Party Disclosures, where control exists and where key management personnel are able to exercise significant influence and, where transactions havetaken place during the year, along with description of relationshipasidentified,aregivenbelow:

a) Relationships

I.Key Management Personnel

30. (A)Value of Raw material Consumed:

(B) Value of Stores Consumed:

(C) Value of Furnace Oil Consumed:

(D) Value of Coal Consumed:

(E) Details of Finished Goods:

(F) Details of Scrap Goods:

(G) particulars in respect of net Sales:

31.

32. CApITAL COmmITmEnTS

Estimated amount of contracts remaining to be executed on capital account is Rs.11.75 Lacs (previous year Rs.Nil).

33. In the opinion of the Management all the current assets are realizable at the stated value.

34. COnTInGEnT LIABILITIES

Contingent Liabilities not provided for:

i) Letter of Credit established in favour of the suppliers for raw materials Rs. Nil (Previous year Nil )

35. Necessary disclosures required under the Micro, Small and Medium Enterprises Development Act, 2006, can only be considered once relevant information to identify the suppliers who are covered under the said Act are received from such parties/suppliers.

36. EARnInGS pER SHARE

The basic earnings per share is calculated by dividing thenetprofitaftertaxfortheyearbyweightedaveragenumber of equity shares outstanding during the year.

70

For Ramesh Gupta & Co Chartered Accountants FRN.001605N

(CA manoj Gupta) (Saurabh Rathi) (Raj Kumar Rathi)Partner Managing Director Director M.No.87361 (DIN: 00022706) (DIN: 00009569)

Place : New Delhi Date : 30th May, 2014

RGTL InDUSTRIES LImITED

(Sandesh Jain) Director

(DIN: 00318479)

71

RGTL InDUSTRIES LImITED

Cash Flow Statement for the year ended 31st March, 2014

72

73

74