Refex Ibdst Annual RPT

refex
September 6, 2019
To,
BSE Limited,
The Corporate Relationship Department,
1 st Floor, New Trading Wing, Rotunda Building,
P.J.Towers, Dalal Street,
Mumbai - 400 001
Dear Sir/Madam,
Sub: Submission of 17th Annual Report for the Financial Year 2018-19 along with the
Notice Calling Annual General Meeting Pursuant to Regulation 34 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, please find attached the 17th Annual Report for the Financial Year
2018-19 along with the Notice calling Annual General Meeting of the Company.
Kindly take it into your record and oblige us to disseminate the same on your website.
Thanking you,
For Refex Industries Limited
S. Gopalakrishnan
Company Secretary & Compliance Officer
I X
•••••••
Refex Industries Limited Factory:
Regd Office : 11th Floor, Bascon Futura, New No: 10/2 No.1/171, Old Mahabalipuram Road,
•••••••
•••••••
Old No: 56L, Venkatanarayana Road, T Nagar, Thiruporur - 603110.
•••••••
Chennai - 600 017. Tamilnadu. P: 044 4340 5950 Kancheepuram District, Tamilnadu.
E : info@refex.co.in CIN: L45200TN2002PLC049601 P : 044 2744 5295 I E : info@refex.co.in
CIN :- L45200TN2002PLC049601
Website : www.refex.co.in
th
17 - ANNUAL REPORT
2018 - 2019
17th Annual Report, 2018-2019
Corporate Information...........................................................................................................................................2
Notice.........................................................................................................................................................................3
Directors’ Report................................................................................................................................................. ..14
Report on Corporate Governance...................................................................................................................43
Auditors Certificate on Corporate Governance............................................................................................57
Management Discussion and Analysis Report.............................................................................................60
Independent Auditors’ Report...........................................................................................................................63
Balance Sheet.......................................................................................................................................................70
Statement of Profit & Loss Account................................................................................................................71
Notes to the Accounts.........................................................................................................................................72
Cash Flow Statement........................................................................................................................................113
CONSOLIDATED FINANCIAL STATEMENT
Independent Auditors’ Report on Consolidated Financial Statement.................................................114
Balance Sheet....................................................................................................................................................119
Statement of Profit & Loss Account..............................................................................................................120
Notes to the Accounts.......................................................................................................................................121
Cash Flow Statement........................................................................................................................................163

Auditors
Shri T. Anil Jain Mr. M. Krishna Kumar & Associates
Chairman and Managing Director Chartered Accountants
New No.33, (Old No.17),
Sri. D. Hem Senthil Raj School View Road, R.K.Nagar
Sri. Dinesh Kumar Agarwal Chennai-600 028.
Sri. S. Gopalakrishnan Bankers

Company Secretary Indian Overseas Bank
C & IC Branch
Smt. U. Lalitha Dr. Radha Krishnan Salai,
Chief Financial Officer Mylapore, Chennai - 600 004.
ICICI Bank Ltd.

No.40, Bazullah Road, T.Nagar,
Chennai-600 017.
Registered Office
(W.E.F. 6.05.2019)
11th Floor, Bascon Futura IT Park,
New No. 10/2, Old No. 56L,
Venkat Narayana Road,
T.Nagar, Chennai 600017.
Corporate Office
T.Nagar, Chennai 600017.
2
NOTICE TO SHAREHOLDERS
NOTICE is hereby given that Seventeenth Annual General Meeting of REFEX INDUSTRIES LIMITED
will be held on Monday the 30thday of September 2019 at 3.30 P.M at “Nahar Hall”, Deshabandhu
Plaza, 1stFloor, 47, Whites Road, Royapettah, Chennai – 600014 to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt:
a) The Audited Standalone Financial Statements of the Company for the Financial Year ended
March 31st, 2019, together with the Reports of the Board of Directors and the Auditors thereon; and
b) The Audited Consolidated Financial Statements of the Company for the Financial Year ended
March 31st, 2019 together with the Report of Auditors thereon
2. To appoint a Director in the place of Sri. Dinesh Kumar Agarwal(DIN 07544757), who retires by
rotation and being eligible, offers himself for reappointment.
SPECIAL BUSINESS:
3. To consider and if thought fit to pass with or without modification(s), the following
resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 13, 61 (1) (a) and 64 and other
applicable provisions, if any, of the Companies Act, 2013,(including any statutory modification(s)
and re-enactment(s) thereof for the time being in force)and the rules framed thereunder, consent
of the Members be and is hereby accorded to increase the Authorized Share Capital of the
Company from the present Rs.30,00,00,000/- (Rupees Thirty Crore only) consisting of
2,50,00,000 (Two Crore Fifty Lakhs only) Equity Shares of Rs.10/- (Rupees Ten each) and
5,00,000 Cumulative Redeemable Preference Shares of Rs. 100/- each to Rs. 40,00,00,000/-
(Rupees Forty Crore only) consisting of 3,50,00,000 (Three Crore Fifty Lakhs only) Equity Shares
of Rs.10/- (Rupees Ten) each and 5,00,000 Cumulative Redeemable Preference Shares of Rs.
100/- each by creation of 1,00,00,000(One Crore only) Equity Shares of Rs. 10/-(Rupees Ten)
each ranking paripassu in all respects with the existing Equity Shares.
“RESOLVED FURTHER THAT pursuant to the provisions of Section 13 and other applicable
provisions, if any, of the Act, consent of the shareholders be and is hereby accorded to substitute
existing Clause V of the Memorandum of Association of the Company by the following Clause:
V. The Authorised Share Capital of the Company is Rs.40,00,00,000/- (Rupees Forty Crore only)
divided into 3,50,00,000/- (Three Crores Fifty Lakhs only) Equity Shares of Rs.10/- (Rupees Ten
only) each and 5,00,000 (Five Lakhs only) Cumulative Redeemable Preference Shares of Rs.
100/- (Rupees Hundred each) with a power to increase its Capital and to divide the shares in the
Capital for the time being into several classes and to attach thereto respectively such preferential,
qualified or special rights and privileges as may be determined by or in accordance with the
Provisions of the Act.
resolution as a Special resolution:
“RESOLVED THAT pursuant to the provisions of Section 13 and such other applicable provisions,
if any, of the Companies Act, 2013 consent of the Shareholders be and is hereby accorded, and
subject to the approval of the Registrar of Companies, Chennai, to amend the existing clause 7 to
Para III A to the Memorandum of Association of the Company by the following clause.
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*7. To engage in the business of dealers and traders in machineries, equipment's, panels,
components and systems and for all other types of materials including raw materials,
intermediaries required in connection with the generation, supply and distribution of electricity
through both conventional and non-conventional means, Infrastructural projects relating to roads
laying, building constructions, setting up of airports, sea ports and Railway projects
“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorised to take all such steps as it may deem necessary, proper or expedient to give effect to
this resolution.”
resolution as a Special resolution:
“RESOLVED THAT in partial modification to the resolution passed by the members at the
Fifteenth Annual General Meeting (AGM) of the Company held on 26th September 2017 for
the appointment of T Anil Jain as the Managing Director of the Company and the terms of
remuneration payable to him and pursuant to Section 196, 197 and conditions specified in Part – I
and II of the Schedule V of the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force) and as recommended by the Nomination and
Remuneration Committee and as approved by the Board of Directors in their meeting held on
06thMay, 2019 approval of members be and is here by accorded to make revision in the
remuneration of Mr Anil Jain, Managing Director (DIN: 00181960) on the following terms till his
term of appointment which ends on 30.06.2020.”
Salary: Rs.7,00,000/- per month (effective from 1st April 2019)
Perquisites:
A. Contribution to provident fund as per company's rules up to a percentage of 12% of the salary
as may be amended by the Central Government from time to time in this regard.
B Contribution towards gratuity fund as per company rules.
“FURTHER RESOLVED THAT any increase in the remuneration would be subject to review by
the Board of Directors from time to time.”
“RESOLVED FURTHER THAT in the event of the Company having no profits or inadequate
profits, the Company shall pay remuneration subject to the Compliance of Schedule V of the
Companies Act, 2013 and rules made thereunder, as amended from time to time.”
“RESOLVED FURTHER THAT the Board of Directors of the Company (which includes any
committee thereof) be and is hereby authorised to take such steps expedient or desirable to give
effect to this resolution.”
//By order of the Board//
Place : Chennai S. Gopalakrishnan

Date:30.05.2019 Company Secretary
4
NOTES
1. The relevant details of a person seeking re-appointment as Director under Item No.2 of the Notice
as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 entered into with Stock Exchanges is annexed.
2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote
instead of himself and proxy need not be a member of the Company. Proxies in order to be
effective must be duly filled in, stamped, signed and should be deposited at the Registered office of
the Company, not later than 48 hours before the date of meeting. Proxies submitted on behalf of
Limited Companies, Societies etc must be supported by appropriate resolution / Authority as
applicable issued on behalf of the appointing organization. A person can be appointed as proxy for
a maximum of 50 members.
3. The Register of Members and Share Transfer books of the Company will remain closed from
26.09.2019 to 30.09.2019 (Both days inclusive).
4. Members holding equity shares in physical form are requested to notify immediately any change in
their address to their respective depository participants and not to the Company.
5. As a measure of economy copies of the Annual Report will not be distributed at the Annual General
Meeting. Members are, therefore, requested to bring their copies of the Annual Report to the
meeting.
6. Members/Proxies are requested to affix their signature on the Attendance/Admission Slip provided
in the “Annual Report” and hand over the same at the venue of the meeting. Only Members /
Proxies (Whose Proxy forms have already reached the Company) with the attendance slip will be
admitted. All correspondence regarding Equity shares of the Company should be addressed to the
Company's Registrar and Share Transfer Agents M/s. Cameo Corporate Services Ltd at
“Subramanian Building” 5th Floor No.1, Club House Road, Chennai – 600 002.
7. A person can act as Proxy on behalf of members not exceeding fifty (50) and holding in aggregate
not more than ten percent of the total share capital of the Company carrying voting rights. A
member holding more than ten percent of the total share capital of the Company carrying voting
rights may appoint a single person as proxy and such person shall not act as a proxy for any other
person or shareholder.
8. Members who are still holding shares in physical form are advised to dematerialize their
shareholding to avail the benefits of easy liquidity, electronic transfer, savings in stamp duty,
prevention of forgery, etc.
Important note: The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate
Governance” by allowing paperless compliances by the Companies towards service of notice /
documents including Annual Report which can be sent through email to its members. To support
this green initiative, members who have not registered their e-mail addresses, so far, are
requested to register their e-mail addresses, in respect of Electronic holding with the Depository
through their concerned Depository Participants. Members who hold shares in physical form are
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requested to register the same with M/s. Cameo Corporate Services Limited, whose address is
given elsewhere in this Annual Report. Kindly ensure to update your fresh Email ID with the
Depository / M/s. Cameo Corporate Services Limited, if you have changed the same.
9. Members holding shares in Dematerialized form are requested to intimate immediately all
changes pertaining to their Bank details NECS / ECS, mandates, nominations, power of attorney,
change of address / name etc., to their Depository Participant only and not to the Company's
Registrar and Transfer Agents (RTA). Changes intimated to the Depository Participant will be
automatically reflected in the Company's records which will help the Company and the RTA to
provide efficient and better service to the Members. Members holding shares in physical form are
requested to advise the above changes to the Company's RTA viz. M/s. Cameo Corporate
Services Limited.
10. In terms of circulars issued by Securities and Exchange Board of India (SEBI), it is now mandatory
to furnish a copy of PAN card to the RTA in the following cases viz. Transfer of Shares, Deletion of
Name, Transmission of Shares and Transposition of Shares. Shareholders are requested to
furnish copy of PAN card for all the above mentioned transactions.
11. Members desirous of any information as regards financial statement are requested to write to the
Company at least 7 days before the meeting so as to enable the Management to keep the
information ready.
12. The Notice is being sent to all the Members, whose names appeared in the Register of Members
as on 30.08.2019
The Notice of the meeting is also posted on the website of the Company (www.refex.co.in)
(a) The businesses as set out in the Notice may be transacted through electronic voting system
and the Company will provide a facility for voting by electronic means. In compliance with the
provisions of Section 108 of the Act, read with Rule 20 of Companies (Management and
Administration) Rules, 2014, as amended by the Companies (Management and
Administration) Rules, 2016 and Regulation 31 of the SEBI (Listing Obligations And
Disclosure Requirements) Regulations, 2015, the Company is pleased to offer the facility of
voting through electronic means, as an alternate, to all its Members to enable them to cast
their votes electronically instead of casting their vote at the Meeting. Please note that the
voting through electronic means is optional.
(b) The voting through electronic means will commence on 27.09.2019 at 09.00 A.M. and will end
on 29.09.2019 at 5.00 P.M. The Members will not be able to cast their vote electronically
beyond the date and time mentioned above.
(c) The Company has appointed Mr. R. Muthukrishnan, Practicing Company Secretary,
Membership No. FCS 6775, to act as the Scrutinizer for conducting the electronic voting
process and physical voting at the AGM in a fair and transparent manner.
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(d) The facility for voting through Ballot paper has been made available at the AGM and the
members attending the meeting who have not cast their vote by remote e - voting shall be able
to exercise their right at the meeting through ballot paper.
(e) The members who have cast their vote by remote e- voting prior to the AGM can attend the
AGM but shall not be entitled to cast their vote again.
(f) The procedure and instructions for the voting through electronic means is, as follows:
The instructions for shareholders voting (electronically remote e-voting) are as under:
(I) The voting period begins on 27.09.2019 at 09.00 am and ends on 29.09.2019 at
5:00 pm. During this period, shareholders' of the Company, holding shares either in
physical form or in dematerialized form, as on the cut-off date i.e. 23.09.2019 may
cast their vote electronically. The e-voting module shall be disabled by CDSL for
voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled
to vote at the meeting venue.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iv) Click on Shareholders / Members
(v) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered
with the Company.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) 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 existing password is to be
used.
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(viii) If you are a first time user follow the steps given below:
(ix) After entering these details appropriately, click on “SUBMIT” tab.
(x) Members holding shares in physical form will then directly reach 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 resolutions of any other company on which they are eligible to vote,
provided that company opts for e-voting through CDSL platform. It is strongly
recommended not to share your password with any other person and take utmost care
to keep your password confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting
on the resolutions contained in this Notice.
(xii) Click on the EVSN Of Refex Industries Limited on which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same
the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES
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implies that you assent to the Resolution and option NO implies that you dissent to the
Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution
details.
(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to
change your vote, click on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your
vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the
Voting page.
(xviii) If a demat account holder has forgotten the changed login password then Enter the User
ID and the image verification code and click on Forgot Password & enter the details as
prompted by the system.
(xix) Shareholders can also cast their votes using CDSL's Mobile App M- Voting available for
android based mobiles. The M-Voting app can be downloaded from the Google play
store, Apple and windows phone users can download the app form the App store and
the windows phone respectively. Please follow the Instructions as prompted by the
mobile app while voting on your mobile.
(xx) Note for Non – Individual Shareholders and Custodians
l Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and
Custodian are required to log on to www.evotingindia.com and register themselves
as Corporates.
l A scanned copy of the Registration Form bearing the stamp and sign of the entity
should be emailed to helpdesk.evoting@cdslindia.com.
· l After receiving the login details a Compliance User should be created using the
admin login and password. The Compliance User would be able to link the
account(s) for which they wish to vote on.
l The list of accounts linked in the login should be mailed to helpdesk. evoting @ cds
lindia.com and on approval of the accounts they would be able to cast their vote.
l A scanned copy of the Board Resolution and Power of Attorney (POA) which they
have issued in favour of the Custodian, if any, should be uploaded in PDF format in
the system for the scrutinizer to verify the same.
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In case you have any Queries or issues regarding e voting, you may refer the frequently asked
question (“FAQs”) and e voting manual available @ www.evotingindia.com, under help section or
write a email to helpdesk.evoting @cdsllindia.com
In case of members receiving the physical copy:
(a) Please follow all steps from Serial No. (i) to Serial No (ix) above to cast vote.
(b) The voting period begins on 27.09.2019 at 09.00 am and ends on 29.09.2019 on at 5:00 pm.
During this period shareholders of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date of 23.09.2019, may cast their vote electronically.
The e-voting module shall be disabled by CDSL for voting thereafter.
(c) Any person, who acquires shares of the Company and becomes member of the Company
after despatch of the notice and holding shares on the cut-off date i.e 23.09.2019, the may
obtain the login ID by sending an email to investor@cameoindia.com, by mentioning their
Folio No./DP ID and Client ID. However, if you are already registered with CDSL for remote
e-voting then you can use your existing user ID and password for casting your vote.
(d) A person who is not a member as on the cut – off date should treat this notice for information
purpose only.
(e) In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions (“FAQs”) and e-voting manual available at of www.evotingindia.com
under help section or write an email to help desk. evoting @ cdslindia.com.
(f) The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the
votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the
presence of at least two witnesses not in the employment of the Company and shall make, not
later than three days of the conclusion of the AGM, a consolidated scrutinizer's report of the
total votes cast in favour or against, if any, to the Chairman or a person authorized by him in
writing, who shall countersign the same and declare the result of the voting forthwith.
(g) The Results declared along with the report of the Scrutinizer shall be placed on the website of
the Company, viz., http://www.refex.co.in/ and on the website of CDSL e-Voting immediately
after the declaration of result by the Chairman or a person authorized by him in writing. The
results shall also be immediately forwarded to the BSE Limited & NSE India Limited, Mumbai.
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13. Pursuant to the Regulation 36(3) of SEBI ( Listing Obligation and Disclosure Regulations ) 2015
the brief profile of Directors eligible for Re- Appointment wide Item Nos. 2 is given below
Name Mr.Dinesh Kumar Agarwal
DIN 07544757
Date of Birth 09/07/1980
Date of Appointment 27/07/2016
Qualifications B.com, FCA
Experience in specific functional areas Experiences in process consulting,

internal audit and statutory audit.
Relationship with any director(s) of the

company None
Directorship held in other listed entities Nil
Membership /chairmanship of committees Refex industries ltd

of listed entities l Audit committee Member
l Nomination and Remuneration

Committee Member
l Stakeholders relationship
Committee Member
Number of shares held in the company Nil

Date : 30.05.2019 Company Secretary
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013
ANNEXED TO THE NOTICE
As required by Section 102 of the Companies Act, 2013, in respect of items of Special Business
mentioned in the Notice:
ITEM NO: 3
The Board of Directors of the company have plans to offer Rights Shares to its existing Shareholders at
an appropriate time subject to fulfilling the related statutory formalities.
Towards this the company needs to increase its Authorised Equity Share Capital and it is thought fit
and prudent to obtain Shareholders approval for increasing the Authorized Share Capital of the
Company from the existing Rs. 30,00,00,000/- (Rupees Thirty Crores only) comprising 2,50,00,000
(Two Crores and Fifty Lakhs) Equity Shares of Rs. 10/- each and 5,00,000 (Five Lakhs) Cumulative
Redeemable Preference Shares of Rs. 100/- each to Rs. 40,00,00,000/- (Rupees Forty Crore only)
consisting of 3,50,00,000 (Three Crores Fifty Lakhs only) Equity Shares of Rs.10/-(Rupees Ten) each
and 5,00,000 Cumulative Redeemable Preference Shares of Rs. 100/- each.
The Board recommends the passing of the Resolutions as set out in Item No. 3 of the accompanying
Notice as Special Resolution.
None of the Directors, Key Managerial Personnel and their relatives are concerned or interested in
passing of the aforesaid resolution.
ITEM NO:4
The Union Budget for 2019 has allocated a Sum of Rs 100 Lakh Crores for Infrastructure development
to be taken over a period of Next Five years, Towards meeting this objective the Government has
announced several measures to scale up India's Infrastructure including augmenting 1,25,000
Kilometres of Rural Roads. With most opportunities lying around the corner, and as a part of
diversification plans, the Company has decided to widen the scope of its current business by venturing
into trading and dealing in raw materials and intermediate materials specially required for
infrastructure projects including laying of roads, construction of buildings, setting up of airports , sea
ports and railway projects..
It is anticipated that this new Business will generate substantial Revenue and contribute significantly
to the Profits of the Company. Accordingly, the Board recommends the passing of the Resolution as set
out in item No. 4 of the accompanying Notice as Special Resolution. Words shown in Italics in the
resolution is sought to be added as a part of existing clause in the Memorandum of Association.
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None of the Directors, Key Managerial Personnel and their relatives are concerned or interested in
passing of the aforesaid resolution.
ITEM NO:5
The members of the Company at their Fifteenth Annual General Meeting held on 26thSeptember 2017
had approved the Appointment of Mr. Anil Jain as Managing Director of the Company for a term of three
years from 01.07.2017 to 30.06.2020 and fixed the Remuneration payable to him at Rs. 1,50,000/-
p.m. with the authority to the Board of Directors to revise the salary as it considers appropriate and
justifiable.
Taking into consideration the recommendation made by the Nomination and Remuneration Committee
and considering the fact that the company's revenues as well as profits have grown multi fold over the
years, the Board in their meeting held on 06thMay, 2019 decided to revise the salary payable to Mr. Anil
Jain from the existing Rs. 1,50,000/- to Rs. 7,00,000/- p.m. w.e.f. 01.04.2019.
All the other terms and conditions relating to his appointment as approved earlier by the members
remains unchanged. The Board Recommends the passing of the Resolution set out in item No. 5 of the
Accompanying Notice as Special Resolution.
Except Mr Anil Jain None of the Directors, Key Managerial Personnel and their relatives are concerned
or interested in passing of the aforesaid resolution.

Date:30.05.2019 Company Secretary
13
To the Members,
Your Directors have great pleasure in presenting the Seventeenth Annual Report of your
Company together with the Audited Statement of Accounts for the year ended March 31, 2019.
FINANCIAL PERFORMANCE
The key financial parameters for the period under review are as follows.
2018-19 2017-18 2018-19 2017-18

Turnover 46105.17 7737.25 46105.11 7737.25
Other Income 185.38 204.12 185.38 204.12
Total Income 46290.48 7941.37 46290.48 7941.37
Expenditure (other than Tax) 43403.51 7767.55 43403.97 7768.07
Exceptional Items – – – –
Profit before tax 2886.97 173.82 2886.51 173.31
Provision for Income Tax – – – –
Provision for deferred tax (276.44) (79.56) (276.44) (79.56)
Profit after Income Tax 3163.33 94.26 3162.95 93.74
Earnings Per Share (in Rs.) 20.44 0.61 20.44 0.61
During the year under review the Company achieved a turnover of Rs.46105.11Lakhs as against the
previous year figure Rs.7737.25 Lakhs, registering an increase of nearly 496%. The Board of
Directors are happy to report a net profit after tax of Rs. 3163.41 as against Rs.94.26 Lakhs for the
earlier year registering an increase of more than Rs.3069 Lakhs.
DIVIDEND
In order to conserve the resources of the Company your Board has not recommended any dividend for
the year ended under review and has transferred the entire amount of profit to the General Reserves.
COMMITTEES OF THE BOARD:

The details of the Board’s Committees – The Audit Committee, The Nomination & Remuneration
Committee and The Stakeholders’ Relationship Committee have been disclosed separately in the
Corporate Governance Report which is annexed to and forms part of this Annual Report.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

No material changes and commitments have occurred after the close of the year till the date of this
report which affects the financial position of the Company.
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CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There are no changes in the nature of business of the Company during the financial year under review
except that contribution from trading activities have gone upto 74% of total revenue as against 12.48%
during the earlier year.
BOARD MEETINGS:
The Board during the Financial Year 2018-19 met four (4) times i.e. 25.05.2018, 13.08.2018,
13.11.2018 and 14.02.2019. All the Directors attended all the Board Meetings.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:

As per Article 35 of the Articles of Association of the Company, Shri.Dinesh Kumar Agarwal, Director
retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for
re-appointment. The Board has recommended his re-election. A resolution is proposed for his
re-appointment in the notice.
The Independent Directors of the Company have submitted a declaration under Section 149(7) of the
Companies Act , 2013 stating that they meet the criteria of independence as provided in Section149(6)
of the Act and there has been no changes in the circumstances which may affect their status as
Independent Director during the year.
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or
transaction with the Company, other than sitting fees and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the
Company are Mr .T. Anil Jain, Managing Director, Mrs. Uthayakumar Lalitha, Chief Financial Officer
and Mr. Gopalakrishnan Srinivasan ,Company Secretary. There has been no change in the Key
Managerial Personnel during the year .
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from all the Independent Directors i.e., Sri. D. Hem
Senthil Raj and Smt. Jamuna Ravikumar under Section 149(7) of the Companies Act, 2013.
The said Independent Directors of the Company meet the criteria of their Independence as laid down
under Section 149(6) of the Companies Act, 2013.
DIRECTOR’S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit of the Company for
that period;
15
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Provisions of section 129 (3) of the Companies Act 2013 the Consolidated
financial statements drawn up in accordance with the applicable accounting standards forms part of the
report.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE

SUBSIDIARIES
M/s. Vituza Solar Energy Limited continues to be the wholly owned subsidiary of your Company. The
necessary AOC – 1 as required under Sub Section (3) of Section 129 of the Companies Act, 2013 read
with rule 5 of Companies (Accounts) Rules, 2014 is annexed to the Directors’ Report as Annexure No.IV.
EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, an Extract of Annual Return in Form MGT 9 is annexed to this Report
(Annexure I).
AUDITORS
Pursuant to provisions of Section 139 of the Companies Act 2013 read with Companies (Audit and
Auditors) Rules 2014, as amended M Krishnakumar & Associates was appointed as Statutory Auditors
of your Company at the 15 AGM held on 26th September 2017 for a term of five years till the conclusion
th
of 20th Annual General Meeting. In accordance with the Companies( Amendment Act 2017 enforced on
7th May 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is no longer
required to be ratified at every Annual General Meeting. There are No qualifications, reservations or
adverse remark given by the Auditors in the report which requires an explanation or comments by the
Board.
SECRETARIAL AUDIT:
Pursuant to Section 204(1) of the Companies Act 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors had
appointed Mr. R Muthukrishnan, Practising Company Secretary Chennai as the Secretarial Auditor of
the Company for conducting the Secretarial Audit for the financial year 2018-19. The Secretarial Audit
report for the Financial year ended March 31, 2019 is annexed herewith marked as Annexure II and
same forms part of this report.
16
Reply to the observation made in the Secretarial Auditor’s Report:

1. As regards delayed filing of Forms with RoC as required under the Companies Act, 2013, the
Company shall ensure that such delays do not recur.
2(a). The Amount advanced is in the nature of Advances for a proposed commercial transaction
and shall not fall under the provision of Sec 185 of the Act.
2(b). With regard to issue of Corporate Guarantee by the Company for Rs. 3748 Lacs, the Non -
Compliance U/s 185 of the Act no longer holds good by virtue of obtaining the shareholders'
approval in the AGM held on 31.07.2018 permitting the Company to invest/ lend / issue of
Guarantee upto Rs. 200 Crores. The Board also reiterates that the Director has ceased his
concern or interest from the Company which was coming under the purview of Section185 (1)
of the Companies Act, 2013. Hence, the said transaction shall not fall under the provision of
Sec 185 of the Act.
3. In view of the Company getting the required approval from the Shareholders in the AGM held
on 31.07.2018, the Non Compliance under Sec 186 of the Act is not continuing.
4. The default happened entirely out of the control of the Company. The Minimum penalty paid
was as per the requirement of the Stock Exchange
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy & Technology absorption:
The Company does not engage in manufacturing activity involving energy intensive processes.
However, the Company has taken sufficient steps towards general energy saving techniques
and conservation.
Given the Nature of Process employed by the Company, there is no technology absorption
involved.
(B) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings = INR 123.46 (In lakhs)
Foreign Exchange Outgo = INR 993.20 (In lakhs)
PUBLIC DEPOSITS:
The Company did not invite or accept any deposits from the Public under Sec 73 of the Companies Act
2013 read with Companies (Acceptance of Deposits) Rules, 2014.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review No significant and Material orders were passed by the regulators
impacting the company as a going concern and its operations.
INTERNAL FINANCIAL CONTROLS

The Company has appointed an Internal Auditor, a Chartered Accountant, to ensure the effective
functioning of internal financial controls and check whether the financial transaction flow in the
organization is being done based on the approved policies of the Company. The Management based
on the internal audit observations gives their comments. Further, the Board of Directors of the
17
Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism ,
Material Subsidiary Policy for ensuring the orderly and efficient conduct of its business, for
safeguarding of its assets for the prevention and detection of frauds and errors and for the maintenance
of adequate accounting records and timely preparation of reliable financial information. A Report of the
Auditors Pursuant to Section 143(3) (i) of the Companies Act 2013 certifying the adequacy of Internal
Financial controls in annexed with the Auditors report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 (9) of the Act read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Board of
Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on the
website of the Company.
This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company
hereby affirms that no Director/employee has been denied access to the Chairman of the Audit
Committee and that no complaints were received during the year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the
purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are
provided in the Standalone Financial Statement under Note 10 to the Standalone Financial Statement).
RISK MANAGEMENT POLICY:

The Company has a Risk Management Committee in place although it is not applicable to it both under
the SEBI LODR Regulations 2015 and the Companies Act, 2013. However, the Company has an
adequate Risk Management Policy commensurate with its size and operation. Risk Management
includes identifying types of risk and its assessment, risk handling, monitoring and reporting.
CORPORATE SOCIAL RESPONSIBILITY POLICY

At Refex , Corporate Social Responsibility has been integral part of the business since its inception.
Refex believes in making a difference to the lives of millions of people who are under privileged. It
promotes Social and Economic inclusion by ensuring that marginalised communities have equal
access to health care services, educational opportunities and proper civic infrastructures. Corporate
Social responsibility is embedded in the Refex ethos going hand in hand with the core business of the
Company.
During the year the Company has voluntarily donated a sum of Rs 59,61,000 towards various
Economic and Social causes.
RELATED PARTY TRANSACTIONS:

All transactions entered into by the Company with its related parties during the year were in ordinary
course of business and on an arm’s length basis and did not attract the provisions of Section 188 of the
Companies Act, 2013. During the year, the Company had not entered into any arrangement /
18
transaction with related parties which could be considered material in accordance with the Company’s
Policy on Related Party Transactions and accordingly, the disclosure of Related Party Transactions in
Form AOC 2 is not applicable, However, names of Related Parties and details of transactions with
them are included in Note no. 36 to the financial statements provided in the Annual Report.
DISCLOSURE ABOUT COST AUDIT:

Maintenance of Cost Records and requirements of Cost Audit as prescribed under the provisions of
section 148 (1) of the Companies Act are not applicable for the Business activities of the Company.
PARTICULARS OF EMPLOYEES:
Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the
Act, the Rules framed there under is given in Annexure-III to the Board Report and Rule 5(1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Harassment Policy in line with the requirements of the Sexual Harassment of
Women at work place ( Prevention , Prohibition and Redressal ) Act 2013. An Internal Complaint Committee has
been set up to redress complaints received regularly. There was no complaint received from any Women
employee during the financial year 2018-19 and hence no complaint is outstanding as on 31.03.2019 for
redressal.
LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company are listed on the following Stock Exchanges:
i. BSE Limited (BSE)
25th Floor, P.J. Towers, Dalal Street, Fort, Mumbai- 400 001.
ii. National Stock Exchange of India Limited (NSE)
Exchange Plaza, BandraKurla Complex, Bandra East, Mumbai- 400 051.
The Stock Codes allotted by these Stock Exchanges are as under:
Name Code
BSE Limited 532884
National Stock Exchange of India Limited REFEX
The Company has paid listing fees to the stock exchanges for financial the year 2018-19
19
CORPORATE GOVERNANCE
A detailed report on Corporate Governance pursuant to Regulation 34(3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 along with the Auditors' certificate on Compliance
with the mandatory provisions on Corporate Governance is has been furnished in the Annual Report.
The Managing Director has issued necessary certificate to the Board in terms of Regulation 34(3) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year
ended 31 March 2019.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Companies Act of 2013 and Regulation 17 (10) of SEBI (Listing
Obligation and Disclosure Requirement) , Regulation 2015 (“ The Listing Regulation “) the Board has
carried out a formal process of performance evaluation of the Board, Committees and Individual
Directors. The performance was evaluated based on the parameters such as Composition and Quality
of Board members, effectiveness of Board/ Committee process and functioning, Contribution of the
Members, Board Culture and dynamics, fulfilment of Key responsibilities, ethics and compliance etc. A
Structured questionnaire was prepared covering the above areas of competencies. All the responses
were evaluated by the Nomination & Remuneration committee as well as by the Board of Directors and
the results reflected high satisfactory performance.
MEETING OF THE INDEPENDENT DIRECTORS

The Independent Director of your Company met once during the year without the presence of Non-
Independent Directors. The meeting was conducted in an informal and Flexible manner to enable the
Independent Directors Inter alia to discuss matters pertaining to performance of Non-Independent
Directors and the Board as a whole, as well as the performance of the Chairperson of the Company
after taking inputs from the executive and Non- Executive Directors.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report pursuant to Regulation 34(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for the year under review is given as a
separate statement in the Annual Report.
INSURANCE
The assets of the Company are adequately insured.
INDUSTRIAL RELATIONS
Your Companys’ Industrial relations continues to be harmonious and cordial.
ACKNOWLEDGEMENTS:
Your Directors gratefully acknowledge the excellent support and co – operation extended by all the
stakeholders more particularly Bankers, Shareholders, Customers, dealers, regulatory and Govt.
authorities.
20
Your Directors also wish to place on record their appreciation of the contribution made by the members
of the management team and the employees across all levels for the good work put in, during the year
under review.
Place: Chennai For and on behalf of the Board

Date: 30.05.2019
T. Anil Jain
Managing Director
DIN:00181960
21
ANNEXURE - I
Form No. MGT 9
Extract of Annual Return as on the Financial Year Ended on 31/03/2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:

I. CIN - L45200TN2002PLC049601
ii. Registration Date - 13/09/2002
iii. Name of the Company - Refex Industries Limited
iv. Category / Sub-Category of the Company - Company Limited by shares / Indian
Non- Government Company
v. Address of the Registered office and contact details– 11th Floor, Bascon Futura IT Park,
T.Nagar, Chennai - 600017.
Ph : 044-4340 5950
vi. Whether listed Company - Yes / No
vii. Name, Address and Contact details of Registrar and Transfer Agent, if any:
CAMEO Corporate Services Limited,
“Subramanian Building “V Floor,
1, Club House Road, Chennai – 600 002
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the Company
shall be stated:-
Name and Description of NIC Code of the % to total turnover
SI. No. Main Products / Services Product/ service of the Company
1 Solar Power and Solar Accessories 28150 16.2

2 Refrigerants Gases 20111 2.8
3 Trading 47736 73.0
22
1. Indian
a. Individuals/
hindu
Undivided
Family 2301514 0 2301514 14.8722 2765739 0 2765739 17.8721 2.9998
b. Central
Government/
State
Government(s) 0 0 0 0.0000 0 0 0 0.0000 0.0000
c. Bodies
Corporate 2083411 0 2083411 13.4629 2083411 0 2083411 13.4629 0.0000
d. Financial
Institutions/
Banks 0 0 0 0.0000 0 0 0 0.0000 0.0000
e. Any Other
Directors And
Their Relatives 491052 0 491052 3.1731 491052 0 491052 3.1731 0.0000
491052 0 491052 3.1731 491052 0 491052 3.1731 0.0000
Sub - Total (a)(1) 4875977 0 4875977 31.5083 5340202 0 5340202 34.5081 2.9998
2. Foreign
A. Individuals (non-
Resident
Individuals/
Foreign
Individuals) 0 0 0 0.0000 0 0 0 0.0000 0.0000
23
b. bodies
Corporate 0 0 0 0.0000 0 0 0 0.0000 0.0000
c. Institutions 0 0 0 0.0000 0 0 0 0.0000 0.0000
d. Qualified Foreign
Investor 0 0 0 0.0000 0 0 0 0.0000 0.0000
e. Any Other
Sub - Total (A)(2) 0 0 0 0.0000 0 0 0 0.0000 0.0000
Total Share
Holding Of
Promoter And
Promoter
Group (a) =
(A)(1)+(A)(2) 4875977 0 4875977 31.5083 5340202 0 5340202 34.5081 2.9998
B. Public
Shareholding
1. Institutions
a. Mutual Funds/UTI 0 0 0 0.0000 0 0 0 0.0000 0.0000
b. Financial
Institutions/
Banks 0 0 0 0.0000 0 0 0 0.0000 0.0000
c. Central
Government/
State
Government(s) 0 0 0 0.0000 0 0 0 0.0000 0.0000
e. insurance
Companies 0 0 0 0.0000 0 0 0 0.0000 0.0000
f. Foreign
Institutional
Investors 0 0 0 0.0000 0 0 0 0.0000 0.0000
g. Foreign Venture
Capital Investors 0 0 0 0.0000 0 0 0 0.0000 0.0000
h. Qualified Foreign
Investor 0 0 0 0.0000 0 0 0 0.0000 0.0000
I. Any Other
Sub-Total (B)(1) 0 0 0 0.0000 0 0 0 0.0000 0.0000
2. Non-institutions
A. Bodies
Corporate 1315658 0 1315658 8.5017 1348690 0 1348690 8.7151 0.2134
24
B.Individuals -
I Individual
Shareholders
HOLDING NOMINAL
SHARE CAPITAL
UPTO
RS. 1 LAKH 5143562 1797 5145359 33.2491 4540371 67 4540438 29.3401 -3.9089
II INDIVIDUAL
SHAREHOLDERS
HOLDING NOMINAL
SHARE CAPITAL
IN EXCESS OF
RS. 1 LAKH 3368146 0 3368146 21.7648 3306625 0 3306625 21.3672 -0.3975
c. Qualified Foreign
Investor 0 0 0 0.0000 0 0 0 0.0000 0.0000
d. ANY OTHER
Clearing Members 33159 0 33159 0.2142 236214 0 236214 1.5264 1.3121
Foreign Nationals 0 1200 1200 0.0077 0 1200 1200 0.0077 0.0000

Hindu Undivided
Families 467973 0 467973 3.0240 361243 0 361243 2.3343 -0.6896
Non Resident Indians 267704 0 267704 1.7298 340564 0 340564 2.2007 0.4708
Others 768836 1200 770036 4.9759 938021 1200 939221 6.0692 1.0932
SUB - TOTAL (B)(2) 10596202 2997 10599199 68.4916 10133707 1267 10134974 65.4918 -2.9998
TOTAL PUBLIC
SHAREHOLDING
(B) = (B)(1)+(B)(2) 10596202 2997 10599199 68.4916 10133707 1267 10134974 65.4918 -2.9998
TOTAL (A)+(B) 15472179 2997 15475176 100.0000 15473909 1267 15475176 100.0000 0.0000
C. SHARES HELD BY
CUSTODIANS AND
AGAINST WHICH
DEPOSITORY
RECEIPTS
HAVE BEEN ISSUED
Promoter and
Promoter Group 0 0 0 0.0000 0 0 0 0.0000 0.0000
Public 0 0 0 0.0000 0 0 0 0.0000 0.0000
TOTAL CUSTODIAN (C) 0 0 0 0.0000 0 0 0 0.0000 0.0000
GRAND TOTAL
(A)+(B)+(C) 15472179 2997 15475176 100.0000 15473909 1267 15475176 100.0000 0.0000
25
1 Sherisha
Technologies
(p) Limited 2083411 13.46 0.0000 2083411 13.46 0.0000 0.0000
2 Anil Jain T 1957796 12.6511 8.7236 2513533 16.24 0.9692 3.5911
3 Ugamdevi Jain 419052 2.7078 0.0000 419052 2.7078 0.0000 0.0000
4 Tarachand Jain 252206 1.6297 0.0000 252206 1.6297 0.0000 0.0000
6 Seema Jain* 84117 0.5435 0.0000 84117 0.5435 0.0000 0.0000
7 Dimple Jain 72000 0.4652 0.0000 72000 0.4652 0.0000 0.0000
8 Jagdish Jain* 7395 0.0477 0.0000 7395 0.0477 0.0000 0.0000
*Seema Jain and Jagdish Jain has been reclassified as Public Shareholders from Promoters W.E.F
25.03.2019
1 Sherisha Technologies (p) Limited

At The Beginning Of the
Year 01-apr-2018 1563264 10.1017 1563264 10.1017
26
At the end of the Year 30-Mar-2019 1563264 10.1017 1563264 10.1017

1 Sherisha Technologies Pvt. Ltd
At the Beginning of the Year
01-Apr-2018 520147 3.3611 520147 3.3611
At the End of the Year 30-Mar-2019 520147 3.3611 520147 3.3611
2 Anil Jain T
01-Apr-2018 1530252 9.8884 1530252 9.8884
Purchase 01-Mar-2019 182574 1.1797 1712826 11.0682
Purchase 08-Mar-2019 373163 2.4113 2085989 13.4795
2 T.Anil Jain
01-Apr-2018 427544 2.7627 427544 2.7627
3 Ugamdevi Jain
01-Apr-2018 419052 2.7078 419052 2.7078
4 Tarachand Jain
01-Apr-2018 252206 1.6297 252206 1.6297
5 Seema Jain*
Year 01-Apr-2018 84117 0.5435 84117 0.5435
01-Apr-2018 72000 0.46527 2000 0.4652
7 Jagdish Jain*
At the beginning of the Year
01-Apr-2018 7395 0.0477 7395 0.0477
*Seema Jain and Jagdish Jain has been reclassified as Public Shareholders from Promoters W.E.F
25.03.2019
27
Shareholding Cumulative
at the beginning Shareholding
of the year during the year
1 TV18 BROADCAST LIMITED

At the beginning of the year 01-Apr-2018 275000 1.7770 275000 1.7770
2 NISHA JAIN
Sale 22-Mar-2019 -25000 0.1615 204542 1.3217
3 RMP INFOTEC PRIVATE LIMITED
4 WAY2WEALTH BROKERS PRIVATE LIMITED
Sale 21-Sep-2018 -25912 0.1674 150409 0.9719
Sale 30-Nov-2018 -50000 0.3230 100409 0.6488
Sale 22-Feb-2019 -100409 0.6488 0 0.0000
5 ANGEL HOLDINGS PVT LTD
Sale 22-Mar-2019 -1400 0.0090 148600 0.9602
Purchase 29-Mar-2019 1932 0.0124 150532 0.9727
6 PRADEEP KUMAR JAIN
28
10 HOOR DEVI ASRANI

NEW TOP 10 AS ON (30-Mar-2019)
11 ASHOKKUMAR AGRAWAL
Purchase 29-Mar-2019 73 0.0004 73 0.0004
12 ITI SECURITIES BROKING LIMITED -
CLIENT ACCOUNT
Purchase 15-Mar-2019 114365 0.73901 14365 0.7390
Purchase 22-Mar-2019 39000 0.2520 153365 0.9910
Sale 29-Mar-2019 -25348 0.1637 128017 0.8272
HAVING SAME PAN
12 ITI SECURITIES BROKING LIMITED - CLIENT
ACCOUNT
Purchase 15-Mar-2019 10000 0.0646 10000 0.0646
Sale 29-Mar-2019 -4017 0.0259 5983 0.0386
At the end of the Year 30-Mar-2019 5983 0.0386 59830 .0386
13 RAVI BARJATYA
Purchase 25-Jan-2019 9500 0.0613 9500 0.0613
Purchase 01-Feb-2019 15000 0.0969 24500 0.1583
Purchase 15-Mar-2019 45000 0.29076 9500 0.4491
Purchase 29-Mar-2019 30000 0.19389 9500 0.6429
14 SEEMA JAIN
29
1 Anil Jain T

2. Dinesh Kumar Agarwal
At the beginning of the year 01-Apr-2018 Nil Nil Nil Nil
At the end of the Year 31-Mar-2019 Nil Nil Nil Nil
3 S Gopalakrishnan
4 D Hem Senthil Raj
5 Jamuna
6 U Lalitha
30
Indebtedness at the
beginning of the
Financial year:
I. Principal Amount 33,95,901 35,45,62,760 - 35,79,58,661

ii. Interest due but not paid - 5,41,40,253 - 5,41,40,253
iii. Interest accrued but not due 4,09,846 6,30,772 - 10,40,618
Total (i+ii+iii) 38,05,747 40,93,33,785 41,31,39,532
Change in Indebtedness
during the Financial year
l Addition - 1,96,86,043 - 1,96,86,043
l Reduction 15,15,720 42,69,98,381 - 42,85,14,101
Net Change 15,15,720 44,66,84,424 - 44,82,00,144
Indebtedness at the end of
the Financial year:
I. Principal Amount 21,23,312 17,31,049 - 38,54,361
ii. Interest due but not paid - - - -
iii. Interest accrued but not due 1,66,715 2,90,398 - 4,57,113
Total (i+ ii+ iii) 22,90,027 20,21,447 - 43,11,474
18.00 18.00
31
18.00 18.00
R. Jamuna
Ravikumar
35,000 35,000 70,000
35,000 35,000 70,000
35,000 35,000 70,000

35,000 35,000 70,000
35,000 35,000 70,000
32
3,60,000 10,05,750 13,65,750
3,60,000 10,05,750 13,65,750
33
ANNEXURE II
Form No. MR-3

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2019.st
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
THE MEMBERS,
REFEX INDUSTIRES LIMITED,
(CIN: L45200TN2002PLC049601),
T Nagar, CHENNAI 600 017.
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by M/s. REFEX INDUSTRIES LIMITED (hereinafter called the
company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the M/s. REFEX INDUSTRIES LIMITED’s books, papers, minute books,
forms and returns filed and other records maintained by the company and also the information provided
by the Company, its officers, agents and authorized representatives during the conduct of secretarial
audit, I hereby report that in my opinion, the company has, during the audit period covering the financial
year ended on 31 March, 2019, complied with the statutory provisions listed hereunder and also that
st
the Company has proper Board-processes and compliance mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter: The members are requested to read this report
along with my letter of event date placed as Annexure 1 to this report.
I have examined the books, papers, minute books, forms and returns filed and other records
maintained by M/s. REFEX INDUSTRIES LIMITED (“the Company”) for the financial year ended on
31st MARCH, 2019 according to the provisions of:
(I) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992 (‘SEBI Act’):-
34
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993.
(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
I am informed that for the financial year ended on 31 March, 2019:

st
(a) The company was not required to maintain books, papers, minute books, forms and returns
filed or other records according to the provisions of:
(I) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India, 1992 (SEBI Act):
· The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009
· The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999;
· The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009;
· The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
· The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998
(v) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the
extent applicable
(vi) Secretarial Standards, SS1 and SS 2 issued by The Institute of Company Secretaries of India in
respect of conduct of Board Meetings and General Meetings respectively.
(vii) Based on the information, representations and explanation s provided by the offices of the
company, there are no specific laws applicable to the company for which books, forms and other
records needs to be maintained
I have also examined compliance with the applicable clauses of the following:
(I) The Listing Agreements entered into by the Company with following Stock Exchange(s),
1. National Stock Exchange of India Ltd
2. Bombay Stock Exchange Ltd as per new listing agreements after applicability of The Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations.
2015
35
During the period under review, to the best of my knowledge and belief and according to the
information and explanation furnished to us, the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following
observations as placed in Annexure to this report
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors which includes a woman director. The changes
in the composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, Agenda and detailed notes
on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining
further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
Majority decision is carried through and I have been informed that there were no dissenting Board
members’ views that were required to be captured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the company commensurate with
the size and operations of the company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
I further report that during the audit period the company has no instance of
(I) Public / Rights / Preferential issue of shares /debentures / sweat equity.

(ii) Redemption / buy-back of securities.
(iii) Merger / amalgamation / reconstruction etc.
(iv) Foreign technical collaborations.
(v) The company has passed necessary special resolution has been passed by the members in
pursuance to Section 186 of the Companies Act, 2013 for enabling the company to invest/ lend
up to Rs. 200 Crores in the Annual General Meeting held on 31st July 2018 and the provisions of
Companies Act, 2013 has been complied with.
R MUTHU KRISHNAN
Practicing Company Secretary
Place : Chennai FCS No 6775 C P No : 3033
Date : 30.05.2019
36
LIST OF OBSERVATIONS
1. The company has been generally filing the forms as required under the Companies Act,
2013 within the time prescribed in the said Act and rules made thereunder, but there has
been 2 instances of filing of certain forms with delay and the company has paid the
necessary additional fee for such filings
2. (a ) During the year the company has advanced Rs.8577.95 Lakhs to two entities in which
a director of the company is interested within the meaning of clause (c) and (d) to
Explanation to Section 185 (1) of the Companies Act,2013 and the amount outstanding
at the end of the year stands at Rs.798.04 Lakhs.
(b) Similarly the company has issued guarantee for Rs.3748 Lakhs in respect of loan
availed by a company in which a director of the company is interested within the
meaning of clause (e ) Explanation to Section 185 (1) of the Companies Act,2013
The said advancing of loan / issue of guarantee by the company is in noncompliance of
Section 185 of the Companies Act, 2013
3. The aggregate of loans and investments made by the company and outstanding as at 31 s
July 2018 (AGM DATE) as defined under Section 186 (2) of the Companies Act,2013 is in
excess of limits specified therein, but the company has not obtained any prior approval
from shareholders by way of special resolution as required under Section 186(3) of the
Companies Act, 2013 for such excess.
However the company has passed necessary special resolution in the AGM held on 31 st
July 2018 under Sec 186 of Companies Act, 2013 enabling the company to invest / lend up
to an amount of Rs.200 Crores.
4. The company has paid the following penalties to stock exchanges during the year under
review
Penalty of of Rs.3540 imposed by Bombay Stock Exchange (BSE) for 5 day delay in
submission of the shareholding pattern under regulation 31 of LODR,2015 for quarter
ended Mar 31,2018
37
Annexure A’ to Secretarial Audit Report dated 30 May 2019
th
The Members
REFEX INDUSTIRES LIMITED
(CIN: L45200TN2002PLC049601),
T Nagar, CHENNAI 600 017
My report of event date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. My

responsibility is to express an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification was
done on test basis to ensure that correct facts are reflected in secretarial records. I believe that
the processes and practices I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of
Accounts of the company.
4. Where ever required, I have obtained the Management representation about the compliance of
laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,
standards is the responsibility of management. My examination was limited to the verification of
procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor
of the efficacy or effectiveness with which the management has conducted the affairs of the
company.
R MUTHU KRISHNAN
Place : Chennai FCS No 6775 C P No : 3033
Date : 30.05.2019
38
2018 -- 2019.
9 times.
56.06%
26.90%
495.90%
Increase in PAT / (in Percentage) 3201%
1900%
39
18 9.72 3.60
46105 46105 46105
0.04 0.02 -
Market capitalization as at 31.03.2018 30.95
Market capitalization as at 31.03.2019 77.37
Price Earning Ratio as at 31.03.2018 32 Times
Price Earning Ratio as at 31.03.2019 2.5 Times
Increase / Decrease in Price Earning Ratio (29.50 Times)
Percentage increase or decrease in the

market quotation of shares of the
Company at the close of the previous
Financial Year comparison to the rate at
which the Company came out with the last
public offer
Market price as at 31.03.2019 Rs 50
Increase (decrease) in Market price % Decrease by 23.08%
40
(vi) The average percentile increase already The average salary of the employees has
made in the salaries of employees other increasedby 26.90%. The Managerial
than the Managerial Personnel in the Remuneration are considered by the
previous financial year, and its comparison Board of Directors based on the
recommendation of the Nomination &
with the percentile increase in managerial
Remuneration Committee in line with
remuneration and justification thereof and
with the Remuneration policy for the
point out if there are any exceptional
directors, Key Managerial Personnel and
circumstances for increase in the other employees after taking into account
Managerial Remuneration. their individual qualifications, experience
and other parameters. Wherever required
approval of the shareholders is also
obtained
(vii) The ratio of remuneration of the highest N.A

paid director to that of the employees who
are not directors but receiving remuneration
in excess of the highest paid director
during the year
It is hereby affirmed that the remuneration

(viii) Affirmation that the remuneration is as per
paid is as per the Remuneration policy
the Remuneration policy of the Company
of the Company in respect of Directors,
Key Managerial personnel and other
employees.
41
Annexure - IV
Form AOC-1 for the year ending 31.03.2019
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts)
Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate
companies/joint ventures
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
5,00,000
(4,58,151)
59,599
59,599
NIL
NIL
(45,690)
NIL
(45,690)
NIL
100%
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations: The above mentioned subsidiary
Company is yet to commence its operations.
2. Names of subsidiaries which have been liquidated or sold during the year. N.A
“Part B”: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies
and Joint Ventures are not applicable since the Company does not have any Associates / Joint Venture
– Nil
42
CORPORATE GOVERNANCE PHILOSOPHY

The Company is committed to ensure high standards of transparency and accountability in all its
activities. The best management practices and high levels of integrity in decision making are followed
to ensure long term wealth generation and creation of value for all the stakeholders. The Company
follows all the principles of Corporate Governance in its true spirit.
1. BOARD OF DIRECTORS:
a) COMPOSITION
The Board consists of four (4) Directors as on 31stMarch 2019. The composition of the Board is in
conformity with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The day-to-day management of the Company is carried on by Mr. T. Anil Jain , the Managing
Director of the Company.
l Mr. Dinesh Kumar Agarwal ( Non-Executive)

l Mr. D.HemSenthil Raj (Independent Director)
l Mrs. JamunaRavikumar (Independent Director)
All Independent Directors possess the requisite qualifications and are very experienced in their own
fields. They are not liable to retire by rotation. None of the Directors are members of more than ten
Committees or chairman of more than five Committees in Public Limited Companies in which they are
Directors. Necessary disclosures have been obtained from all the Directors regarding their
Directorship which have been taken on record by the Board.
The names of the Directors and the details of otherchairmanship/Directorship/Committee membership
of each Director as on 31stMarch 2019 is given below:
Chairman Director
1 Mr. T. Anil Jain Executive Director 0 1 0 0
2 Mr. Dinesh Kumar Non-Executive
Agarwal Director 0 0 0 0
3 Mr. Hem Senthil Raj Non-Executive
Independent Director 0 2 3 0
4 Mrs. Jamuna Non-Executive
Ravikumar Independent Director 0 2 0 3
43
NOTE:
a. Other Directorships exclude Foreign Companies, Private Limited Companies, Section 8
Companies and Alternate Directorships.
b. Only membership in Audit Committee and Stakeholder's Relationships Committee has been
reckoned for other Committee memberships.
c. Board Meetings and Attendance at Board Meetings
The Board met four (4) times i.e., on25.05.2018, 13.08.2018, 13.11.2018 and 14.02.2019 during
this financial year 2018-19. The actual time gap between any two meetings was well within the
maximum allowed period of 120 days.
The relevant details are as under:
1 25.05.2018 4 4
2 13.08.2018 4 4
3 13.11.2018 4 4
4 14.02.2019 4 4
The Company places before the Board all those details as required under Regulation 17(7) of
SEBI(Listing Obligations and Disclosure Requirements) Regulation,2015.
The dates for the Board Meetings are fixed after taking into account the convenience of all the
Directors and sufficient notice is given to them. Detailed Agenda notes are sent to the Directors. All the
information required for decision making are incorporated in the agenda. Those that cannot be
included in the Agenda are tabled at the meeting. The Chairman and the Managing Director appraise
the Board on the overall performance of the Company at every Board Meeting. Legal issues, write-offs,
provisions, purchase and disposal of Capital Assets are all brought to the notice of the Board. The
Board reviews performance, approves Capital Expenditures, sets the strategy the Company should
follow and ensures financial stability. The Important decisions taken at Board Meetings are
communicated to the concerned departments, divisions of the Company for taking necessary action.
The Board also takes on record the declaration made by the Company Secretary, Chairman and
Managing Director and the Chief Financial Officer regarding compliances of all laws on a quarterly
basis.
d) Disclosure of relationship between Directors inter-se:

None of the Directors are related to each other.
44
e) Attendance of each Director at Board Meetings and at the previous Annual General
Meeting(AGM)
1 Mr. T. Anil Jain 4 4 No
2 Mr. Dinesh Kumar Agarwal 4 4 Present
3 Mr. D. Hem Senthil Raj 4 4 Present

5 Mrs. Jamuna Ravikumar 4 4 Present
2. AUDIT COMMITTEE
The Audit Committee assists the Board in the dissemination of financial information and in overseeing
the financial and accounting procedures followed by the Company. The terms of reference of the audit
Committee covers all matters specified in Regulation 18(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulation,2015 and also those specified in section 177 of the companies Act 2013.
The terms of reference broadly include review of Internal Audit Reports and action taken reports,
assessment of the efficacy of the Internal Control Systems/ Financial Reporting System and reviewing
the adequacy of the Financial Policies and Practices followed by the Company. The Audit Committee
reviews the compliance with legal and statutory requirements,the quarterly and annual financial
statements and related party transactions. A report on its finding relating to the periodical Financial
Statements is sent to the Board. The Committee also recommends the appointment of Internal Auditor,
Secretarial Auditor and Statutory Auditor. The Audit Committee takes notes of any default in the
payments to creditors and shareholders. The Committee also looks into those matters specifically
referred to it by the Board. The Audit Committee comprises of Two Independent Directors and One
Non-Executive Director.
Category
1 Shri. D. Hem Senthil Raj - Chairman Independent Director
2 Shri. Dinesh Kumar Agarwal Non-Executive Director
3 Smt. Jamuna Ravikumar Independent Director
The Composition of the Audit Committee is in compliance with Provision of Section 177 of the
Companies Act 2013 and Regulation 18 of Listing of Regulations.
All the members of the Committee are financially literate and have relevant finance/audit exposure. The
Chief Financial Officer and Internal Auditor are permanent invitees to the Meetings of the Committee.
The otherDirectors are invited to attend the audit Committee meetings as and when required. The
Company Secretary acts as the Secretary to the Committee. The composition of the Audit Committee is
as per Regulation 18(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
The Chairman of the Audit Committee was present at the previous Annual General Meeting of the
45
Company held on 31st July 2018. The Audit Committee met four times on25.05.2018, 13.08.2018,
13.11.2018 and 14.02.2019 during the year 2018-19.
Attendance details of the Members are given below
Number of
Name of the Members Category Meetings Attended
Mr. D. Hem Senthil Raj - Chairman Independent Director 4
Mr. Dinesh Kumar Agarwal Non-Executive Director 4
Mrs. Jamuna Ravikumar Independent Director 4
In terms of Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015 CFO has certified to the Board that the financial statements present a true and fair view of the
Company's affairs and are in compliance with Indian accounting standards .
3. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of two Independent Directors and one
Non-Executive Director
(II) Composition of Committee
Category
This Committee recommends the appointment/ reappointment of executive Directors and the
appointments of employees from the level of Vice President and above along with the remuneration to
be paid to them. The remuneration is fixed keeping in mind the candidate's track record, his/her
individual performance, the market trends and scales prevailing in the similar industry. The
Nomination and Remuneration Committee comprises of Non-Executive and Independent Directors.
Mr.D. Hem Senthil Raj is the Chairman of the Committee; Mr. Dinesh Kumar Agarwal and
Mrs. Jamuna Ravikumar are the other members. The Company Secretary is the Secretary to the
Committee. During the financial year 2018-19there was no occasion for the Committee to meet since
there was neither any appointment of new managerial personnel nor revision of remuneration to
existing managerial personnel.
46
Brief description of Terms of Reference:

The role, terms of reference and powers of Nomination and Remuneration Committee includes the
following:
I) To identify persons who are qualified to become Directors and who may be appointed in senior
management.
ii) To evaluate the performance of all Directors.
iii) To formulate a criteria for evaluation of Independent Directors and the Board.
iv) To devise a policy on the Board diversity.
v) To carry out any other functions as may be assigned by the Board from time to time and/ or
enforced by any statutory notification, amendment or modification, as may be applicable.
vi) To attend to such other functions as may be necessary or appropriate for the performance of its
duties.
(III) NOMINATION AND REMUNERATION POLICY:
The policy inter alia provides for the following:
(a) Attract , recruit , and retain good and exceptional talent;
(b) List down the criteria for determining the qualifications , positive attributes , and independence of
the Directors of the Company and recommend to the Board a policy , relating to the remuneration
for the Directors , key managerial personnel and other employees;
© Ensure that the remuneration of the Directors , key managerial personnel and other employees is
performance driven , motivates them , recognizes their merits and achievements and promotes
excellence in their performance ;
(d) To review market practices and to decide / make recommendations to the Board on remuneration
packages applicable to the Managing Director, Executive Director and the Senior Executives of
the Company.
(e) To motivate employees to align their individual interests with the interests of the Company;
(f) To decide on the commission and / or other incentives payable taking into account the individual's
performances as well that of the Company.
(g) To assess the overall compensation structure and the policies of the Company with an objective to
attract, retain and motivate employees, consider grant of stock options to employees etc.
(h) To review the compensation levels of the company's employees vis a vis the other companies in
the same field and industry in general
(I) To examine and recommend / approve payment of remuneration to the Managerial Personnel in
line with the requirements of schedule V to the Companies Act 2013.
(j) To ensure a transparent nomination process for Directors with the diversity of thought , experience
, knowledge , perspective and gender in the Board ; and
(k) To fulfill the Company's objective and goals, including establishment of sound Corporate
Governance practices, operating to the highest level of transparency and integrity in the day to day
business and enhances stakeholders value.
47
(IV) CRITERIA FOR MAKING PAYMENT TO NON-EXECUTIVE DIRECTORS:
No remuneration/commission was paid to any of the non-executive Director or independent Directors
during 2018-19. The Company does not have any pecuniary relationships or transactions with non-
executive Directors during 2018-19.
4. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee is required to meet regularly to approve share transfers, transmissions, issue of
duplicate share certificates, re-materialization of shares in the physical form as per the time limits and
procedures specified in the Regulation 40 of SEBI (LODR) Regulation, 2015 and to address all other
issues pertaining to shares and also to redress investor grievance like non-receipt of dividend warrants,
non-receipt of share certificates, etc. The Committee also oversees the performance of the Registrar
and share transfer agents of the company. During the financial year 2018-19there was no occasion for
the Committee to meet since the Company had neither received any complaints from the Shareholders
nor any requests in respect of Share Transfers, Transmission, Issue of Duplicate Share Certificates,
re-materialization etc., was made. During the year under review, the Company has not received any
investor complaints.
The Stakeholders Relationship Committee Comprises of Two Independent Directors, One Non-
Executive Director and one Promoter Director
Category
4 Shri. T. Anil Jain Promoter Director
SEBI vide circular Ref: CIR/OIAE/2/2011 dated June 3, 2011 informed the Company that they had
commenced processing of investor complaints in a web based complaints redress system ”SCORES”.
Under this system, all complaints pertaining to companies are electronically sent through SCORES and
the companies are required to view the complaints pending against them and submit Action Taken
Report (ATRs) along with supporting documents electronically in SCORES. It is found that no investor
has made any complaints against the Company under SCORES.
Mr. S. Gopalakrishnan,Company Secretary is the compliance officer of the Company. For any
clarification/complaint the shareholders may contact Mr. S. Gopalakrishnan, Company Secretary at the
registered office of the Company.
5. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met once during the year and reviewedthe
performance of Non-Independent Directors, the Board as a whole, and that of Chairperson of the
Company and assessed the quality, quantity and timeliness of flow of information between the
Company Management and the Board.
48
6. FAMILIARISATION PROGRAMME FOR DIRECTORS:

Refex believes that a Board which is well informed / familiarized with the company and its affairs
can contribute significantly while discharging its role of trusteeship in a manner that fulfills
stakeholder's aspiration and societal expectations. In pursuit of this, the Directors of the Company are
updated on changes/ developments taking place in the domestic/ global corporate and industry
scenario including those pertaining to Statutes/ Legislations and the economic environment to enable
them to take well informed and timely decisions.
7. REMUNERATION PAID TO DIRECTORS
Out of the total four(4) Directors, only one is an Executive Director. The remuneration payable to the
Director is determined by the Board on the recommendation of the Nomination and Remuneration
Committee. This is subject to the approval of the shareholders at the Annual General Meeting and that
of the Central Government and such other authorities as maybe necessary. The Non-Executive
Directors do not draw any remuneration from the Company.
a) Details of remuneration paid to the Executive Director during the financial year 2018-19 :
Rs 18,00,000
Presently, the Company does not have a scheme for grant of stock options either to the
Directors or the Employees of the Company.
b) Details of sitting fees paid to Non-Executive Directors during the financial year 2018-19
The Company has paid a sum of Rs.70,000/-toward sitting fees to the non-executive Directors.
The Company has no pecuniary relationship or transactions with its Non-Executive Directors
during the financial year ended 31stMarch, 2019.
c) Details of shareholding of Directors as on 31st March 2019
As on 31st March 2019, the Company had one (1) Executive Director and three (3)Non-Executive
Director. The said Executive Director, Mr. T. Anil Jain holds 25,13,533 equity shares in the
Company. The Non –Executive Directors do not hold any shares in the Company.
8. Annual General Meetings and Extraordinary General Meetings
The details of the Annual General Meetings/Extraordinary General Meetings held in the last three
years are as follows:
Annual General Meetings of the Company:
Nahar Hall, Deshabandhu Plaza,

1st floor, 47, Whites Road, 2015-2016 30th September, 2016 3.30 P.M
Royappettah, Chennai 600 014
Nahar Hall, Deshabandhu Plaza,
1st floor, 47, Whites Road, 2016-2017 26th September, 2017 3.30 P.M
Royappettah, Chennai 600 014
Bharatiya Vidya Bhavan”,
East Mada Street, Mylapore , 2017-2018 31st July 2018 10.30 A.M
Chennai – 600 004
49
The details of special resolutions passed in AGM in the last three years are as follows:
AGM during the year 2015-2016 = 30.09.2016 Nil

AGM during the year 2016-2017= 26.09.2017 l Re-appointment of T. Anil Jain
as Managing Director
l Re-appointment of D. Hem Senthil Raj
as Independent Director
l Increase the Borrowing Powers of the Company
under section 180 (1) (C) of the Companies Act
2013.
AGM during the year 2017-2018 = 31.07.2018 l Re Classification of Jagdish Jain,
Promoter as Public Shareholder.
l Re Classification of Seema Jain, Promoter as
Public Shareholder.
l Increasing the Investment and Lending powers
of the Company under Section 186 of
Companies Act 2013
E-Voting:
Three special resolutions were required to be passed by the shareholders of the Company through
e-voting during the year 2017-18.
9. Subsidiary companies
The financials of the Subsidiary Company viz., M/s Vituza Solar Energy Limited have been duly
reviewed by the Audit Committee and by the Board. The Board minutes of the Unlisted Subsidiary
Company are placed before the Board. The Board is also periodically informed about all significant
transactions and arrangements entered into by the subsidiary Company. The Company has also
formulated a policy for determining the Material Subsidiary and the details of such policies are
disseminated in the website of the Company(www.refex.co.in/Investors-information/ material-
subsidiary-policy/)
10. Risk Management
Periodic assessments to identify the risk areas are carried out and management is briefed on the risks
in advance to enable the Company to control risk through a properly defined plan. The risks are
classified as financial risk, operational risk and market risk. The risks are taken into account while
preparing the annual business plan for the year. The Board is also periodically informed of the business
risks and the actions taken to manage them. The Company has formulated a policy for risk
management with the following objectives:
· Provide an overview of the principles of risk management
· Explain approach adopted by the Company for risk management
· Define the organizational structure for effective risk management
· Develop a “risk” culture that encourages all employees to identify the risk and associated
opportunities and to respond to them with effective actions.
· Identify, assess and manage existing and new risks in a planned and coordinated manner with
minimum disruption and cost, to protect and preserve Company's human, physical and
financial assets.
50
11. Vigil Mechanism/ Whistle Blower Policy

The Company has an established mechaism for Directors/Employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also
provides for adequate safeguards against victimization of Directors/employees who avail of the
mechanism. The Company affirms that no personnel have been denied access to the Audit
Committee. All suspected violations such as abuse of authority, misconduct, fraud, Misappropriation
of assets, Non Compliance to code of conduct are reported to the Chairman of the Audit Committee.
The Company affirms that no personnel have been denied access to the Audit Committee. The Audit
Committee reviews the functioning of the Whistle Blower and Vigil mechanism and ensures that the
policy is adhered to both in Letter and spirit.
12. Disclosures
Related Party Transactions:
There were no materially significant related party transactions with the Company's promoters,
Directors, the management, their subsidiaries or relatives which may have potential conflict with the
interests of the Company at large. The necessary disclosures regarding transactions are given in the
notes to accounts. The Company has also formulated a policy on dealing with the Related Party
Transaction and necessary approval of the audit Committee and Board of Directors were taken
wherever required in accordance with the policy.
The Company has also formulated a policy for determining the Material subsidiary and the details of
such policy for dealing with the Related Party Transactions are disseminated in the website of the
Company(www.refex.co.in/Investors-information/related-party-transaction-policy/)
13. Accounting Treatment:
The Company is following the India accounting standards with effect from 01.04.2017.
14. Compliances:
The Company has fully complied with the statutory requirements under the Companies Act 2013
and SEBI(LODR) Regulations, 2015.
15. Means of Communication
a) The Unaudited Quarterly Results of the Company are published in leading newspapers such as
News Today and Malai Sudar. These are not sent individually to the shareholders.
b) The Company's website address is:www.refex.co.in. The website contains basic information
about the Company and such other details which are required under the listing agreement and
relevant SEBI regulations. The Company ensures periodical updation of its website. The
Company has a designated email-id admin@refex.co.into enable the shareholders to register
their grievances.
c) Pursuant to the relevant regulation of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, all data related to quarterly financial results, shareholding pattern, etc., are
filed with stock exchanges within the time frame prescribed in this regard.
d) No presentations have been made to institutional investors or to analysts.
51
15. Code of Conduct for the Board of Directors and the Senior Management
The standards for business conduct provide that the Directors and the senior management will uphold
ethical values and legal standards as the Company pursues its objectives , and that honesty and
personal integrity will not be compromised under any circumstances. A copy of the said code of
conduct is available on the website www.refex.co.in/investors-information/code-of-conduct/. As
provided under Regulation 34(3) of SEBI(Listing Obligations and Disclosure Requirements)
Regulations, 2015 , the Board members and senior management personnel have affirmed
compliance with the code of conduct for the financial year 2018-19.
17. General Shareholder Information
a) Annual General Meeting
Date and time: 30thSeptember 2019 , 3.30 P.M

Venue: “Nahar Hall “, Deshbandhu Plaza, 1st Floor,
47, Whites Rd, Chennai, Tamil Nadu 600 – 014
Book Closure Date: 26.09.2019 to 30.09.2019
Financial Year: 1st April,2018 to 31st March, 2019
b) Financial Calendar 2019-20 (tentative)
1st Quarter ending June 30, 2019 On or before 14h August 2019
2nd Quarter ending September 30, 2019 On or before 14th November 2019
3rd Quarter ending December 31, 2019 On or before 14th February 2019
4th Quarter ending March 31, 2020 On or before 29th May 2020
c) Particulars of Dividend for the year ended 31.03.2019
Date of declaration The Board has not

Rate of dividend recommended any
Book Closure Date Dividend for the
Date of payment of dividend Financial Year ended
Amount of dividend paid on share capital 31st March , 2019
d) Listing of Shares
Name and Address of the Stock Exchange Stock Code
BSE Limited, Mumbai (BSE) 25thFloor,
PhirozeJeejeebhoy Towers, Dalal Street, Mumbai – 400 001 532884
National Stock Exchange of India Limited (NSE)
Exchange Plaza, Bhandra - Kurla Complex, Bandra (East),Mumbai – 400 051 REFEX
ISIN allotted by depositories INE056I01017
Note : Annual Listing fees for the year 2019 -2020 were duly paid to the above Stock Exchanges.
52
The Bombay Stock Exchange Limited National Stock Exchange of India Limited
April 2018 18.65 15 79196 19.25 14.75 305461

May 2018 16.5 13.15 103277 16.95 12.6 312837
June 2018 15.19 10.52 104621 15.15 11.25 253745
July 2018 13.95 11.3 80271 14.25 11.2 346836
Aug 2018 19 13.8 407098 19.25 13.8 925709
Sep 2018 21.75 14.45 301323 21.3 14.6 827183
Oct 2018 18.25 13.65 89864 18.25 14 175945
Nov 2018 24.75 15.45 266700 24.9 15.35 479594
Dec 2018 22.8 19.55 114101 22.45 19.55 192476
Jan 2019 26.15 17.25 783554 25.9 17.45 685711
Feb 2019 32.75 17.5 431598 33.35 17.6 2717306
Mar 2019 50.25 34.35 1321637 51.25 35 6900103
st
f) Shareholding Pattern as on 31 March 2019
Particulars Number of Share held in Shares held in Total Number
Shareholders Physical Form dematerialized form of Shares held
Promoter and Promoter
Group
1. Bodies Corporate 1 - 2083411 2083411
2. Directors and their Relatives 4 - 32,56,791 32,56,791
Public Shareholding
I. Institutions
1. Mutual Funds/UTI - - - -
2. Financial Institutions/Banks - - - -
3. Insurance Companies - - - -
4. Foreign Institutional Investors - - - -
5. Foreign Nationals 1 1200 - 1200
II. Non Institutions
1. Bodies Corporate 182 - 1348690 1348690
2. Individuals 8172 67 8444453 8444520
3. NRI 87 - 340564 340564
TOTAL 8447 1267 15473909 15475176
53
DISTRIBUTION OF HOLDINGS – NSDL & CDSL & PHYSICAL
Share or debenture
Share/debenture holders Share debenture holdings
holding
Shares Number % of total Shares % of total
1 – 100 3574 42.3108 176232 1.1388
101 – 500 2707 32.0468 791819 5.1167
501 – 1000 868 10.2758 737134 4.7633
1001 – 2000 548 6.4875 882192 5.7006
2001 – 3000 203 2.4032 530886 3.4305
3001 – 4000 117 1.3851 426424 2.7555
4001 – 5000 101 1.1956 482423 3.1173
5001 – 10000 169 2.0007 1238865 8.0054
10001 – And Above 160 1.8941 10209201 65.9714
Total : 8447 100.0000 15475176 100.0000
DISTRIBUTION OF HOLDINGS – NSDL & CDSL & PHYSICAL
Share or debenture
holding Share/debenture holders Share debenture amount
Rs. Rs. Number % of total Shares % of total
10 – 5000 6281 74.3577 9680510 6.2555

5001 – 10000 868 10.2758 7371340 4.7633
10001 – 20000 548 6.4875 8821920 5.7006
20001 – 30000 203 2.4032 5308860 3.4305
30001 – 40000 117 1.3851 4264240 2.7555
40001 – 50000 101 1.1956 4824230 3.1173
50001 – 100000 169 2.0007 12388650 8.0054
100001 – And Above 160 1.8941 102092010 65.9714
Total : 8447 100.0000 15475176 100.0000
h) Registrar and Share Transfer Agents
CAMEO Corporate Services Limited , having its registered office at Subramanian building
No. 1,Club House Road , Chennai- 600 002 are the Registrars for the demat segment and also the
share transfer agents of the Company. All matters connected with share transfer, transmission,
dividend payment is handled by the share transfer agent. Share transfers are processed within
15 days of lodgement.
i) Transfer of unclaimed dividends to Investor Education and Protection Fund (IEPF):
There are no unclaimed dividends which are due to be transferred into IEPF.
j) Request to Investors
Shareholders are requested to follow the general safeguards/ procedures as detailed hereunder in
order to avoid risks while dealing in the securities of the Company.
l Shareholders are advised to convert their physical holding to demat/electronic form through any
of the DPs to avoid any possibility of loss, mutilation etc., of physical share certificates and also
to ensure safe and speedy transaction in securities.
54
l Shareholders holding shares in physical form should communicate the change of address, if
any, directly to the Registrars and Share Transfer Agent of the Company.
l It has become mandatory for transferees to furnish a copy of Permanent Account Number for
registration of transfer of shares held in physical mode.
l Shareholders holding shares in physical form, who have not availed nomination facility and
would like to do so , are requested to avail the same, by submitting the nomination in Form SH
13. The form will be made available on request. Those holding shares in electronic form are
advised to contact their DPs .
l As required by SEBI, it is advised that the shareholders furnish details of their bank account
number and name and address of their bank for incorporating the same in the dividend
warrant. This would avoid wrong credits being obtained by unauthorized persons.
k) Reconciliation of Share Capital Audit
A quarterly audit is being conducted by a Practicing Company Secretary , reconciling the issued and
listed capital of the Company with the aggregate of the number of shares held by investors in
physical form and in the depositories and the report on Reconciliation of Share Capital Audit are
submitted to the stock exchanges within the prescribed time limit As on 31 march 2019, there was no
st
difference between the issued and listed capital and the aggregate of shares held by investors in
both physical form and in electronic form with the depositories. 1543909 equity shares representing
99.98% of the paid up equity capital have been dematerialized as on 31st March 2019.
l) Disclosure of commodity price risk or foreign exchange risk and commodity hedging
activities
The Company is exposed to foreign exchange risks emanating from our business, assets and
liabilities denominated in foreign currency. In order to hedge this risk, the Company proactively
uses hedging instruments and other simple derivatives from time to time. However, the Company
does not have any significant exposure on commodities directly.
m) Information to Shareholders
A brief resume of the Director to be reappointed disclosing with the nature of his experience and
the details of the other Directorships held by him is annexed to the Notice convening the Annual
General Meeting.
n) Plant locations
l Refrigerants Gases :
No.1/171, Old Mahabalipuram Road, Thiruporur,

Kancheepuramdistrict , Tamil Nadu-603110
l Solar Energy Division:
Balotra, Barmer District, Rajasthan-344022
o) Address for Corespondence
Refex Industries Limited
11th Floor, BasconFutura IT Park,New No. 10/2, Old No. 56L,
VenkatNarayana Road, T Nagar Chennai – 600017
55
DECLARATION PURSUANT TO REGULATION 34(3) OF SEBI (LISTING OBLIGATION AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 REGARDING ADHERENCE TO THE
CODE OF BUSINESS CONDUCT AND ETHICS.
To
The Members of
Refex Industries Limited,
Refex is committed to conducting its business in accordance with the applicable laws, rules and
regulations with highest standards of Business Ethics. The Company has adopted a Code of Ethics
and Business Conduct which is applicable to all Directors and senior management personnel.
Accordingly, in terms of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 we hereby certify that both the Members of the Board and the Senior Management
Personnel have affirmed compliance as on 31 March, 2019 with the respective provisions of the Code
st
of Business Conduct and Ethics of the Company as laid down by the Board of Directors.
DIN 00181960 DIN 06760725

Date: 30.05.2019
56
AUDITORS' CERTIFICATE ON COMPLIANCE OF THE PROVISIONS OF THE CODE OF

CORPORATE GOVERNANCE CORPORATE GOVERNANCE
To
The Members of
Refex Industries Limited
Chennai
We have examined the compliance of the conditions of Corporate Governance by Refex Industries
Limited, Chennai for the year ended on31stMarch, 2019, as stipulated in Regulations 17 to 27 and
Regulation 46 (2) (b) – (i) of Chapter IV of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Compliance of the conditions of corporate governance is the responsibility of the management. Our
examination was limited to a review of the procedures and implementation thereof, adopted by the
company for ensuring the compliance with the conditions of Corporate Governance. It is neither an audit
nor an expression of opinion on the financial statements 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 stipulated in the above
mentioned SEBI Regulations during the year ended March 31st, 2018.
We state that such compliance is neither an assurance as to the future viability of the company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
Place : Chennai M Krishnakumar & Associates

Date : 30.05.2019 Chartered Accountants
FRN. 006853S
Membership No. 203929
57
CERTIFICATION BY MANAGING DIRECTOR (MD)AND CHIEF FINANCIAL OFFICER (CFO) TO
THE BOARD
We, have T. Anil Jain , Managing Director and U. Lalitha , Chief Financial Officer of Refex Industries
Limited, certify that :
1. We have reviewed the financial statements and the cash flow statements for the year and that to
the best of our knowledge and belief:
a) These statements do not contain any materially untrue statement or omit any material fact or
contains statements that may be misleading ;
b) These statements together present a true and fair view of the state of affairs of the Company
and are in compliance with existing accounting standards, applicable laws and regulations.
2. 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.
3. We accept responsibility for establishing and maintaining Internal Control for financial reporting
and we have evaluated the effectiveness of Internal Controlsystems of the listed entity pertaining
to financial reporting and they have disclosed to the auditors and the audit committee, deficiencies
in the design or operation of such internal controls, if any, of which they are aware and the steps
they have taken or propose to take to rectify these deficiencies.
4. We indicate to the auditors and to the Audit Committee:
a) Significant changes in internal control over financial reporting during the year ;
b) Significant changes in accounting policies during the year; and that the same have been
disclosed on the notes to the financial statements; and
c) Instances of significant fraud of which we have become aware of and which involve
management or other employees having a significant role in the Company’s internal control
system over financial reporting. However, during the year there was no such instance.
Place : Chennai Anil Jain U.Lalitha

Date : 30.05.2019 Managing Director Chief Financial Officer
DIN: 00181960
58
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)
I have examined the relevant registers, records, forms, returns and disclosures received from the
Directors of REFEX INDUSTRIES LIMITED having CIN: L45200TN2002PLC049601 and having
registered office at 11th Floor, Bascon Futura IT Park ,New No. 10/2, Old No. 56L, Venkat Narayana
Road, T Nagar, Chennai 600 017 (hereinafter referred to as 'the Company'), produced before me by
the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with
Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my/our information and according to the verifications (including
Directors Identification Number (DIN) status at the portal www.mca.gov.in as considered necessary
and explanations furnished to me by the Company & its officers, I hereby certify that none of the
Directors on the Board of the Company as stated below for the Financial Year ending on 31st March,
2019 have been debarred or disqualified from being appointed or continuing as Directors of companies
by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other
Statutory Authority
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the
responsibility of the management of the Company. My responsibility is to express an opinion on these
based on our verification. This certificate is neither an assurance as to the future viability of the
Company nor of the efficiency or effectiveness with which the management has conducted the affairs
of the Company.
S.No. Name of the Director DIN Date of Appointment

1 T Anil Jain 00181960 13/09/2002
2 Dinesh Kumar Agarwal 07544757 27/07/2016
3 Hem Senthil Raj 06760725 11/02/2014
4 Jamuna 08009308 14/02/2018
Place : Chennai
Date : 30.05.2019 R. Muthu Krishnan
Membership No.: 3033
FCS: 6775
59
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Industry Structure and Development
Your Company was incorporated on 13 September 2002 and is an ISO 9001:2015 and ISO
th
14001:2015 Company. It is primarily engaged in the Business of refilling Non-Ozone depleting

refrigerant gases popularly known as Hydro Fluoro Carbon or HFC’s, which are used in Automobile
Air-Conditioners, Room Air Conditioners and Refrigerating Equipment.
Since November 2011 the Company also entered the business relating to Generation and Distribution
of Solar Power by running a Solar Power Plant at Balmer District, Rajasthan.
During the year the actual production of the refrigerant gases accounted for 383.00 MTs.as against
the installed capacity of 2000 MTs. The sale of products in term of quantity recorded is 382.17 Mts
The current facility is 2000 MTs Capacity refilling with Single shift.
The income earned by the Company arising out of solar power generation and distribution during
2018-19 is Rs.12.06 Lakhs.
OPPORTUNITIES
REFRIGERANT GASES:
The Company is engaged in the Business of Hydro Fluoro Carbon (HFCs) which is replacement of the
Ozone depleting CFC which is already banned in India and HCFC that are to be banned in a phased
manner from 2020 onwards as per the implementation schedule of the Montreal protocol by the
developing Countries. This phase had already started in 2012 in parts and a complete ban will come in
by 2020. The phase out of HCFC gives immense potential to your Company to gain additional market
share from domestic manufacturers. The Company’s products are placed as a premium brand in the
industry and commend a premium over the other brands. The Company’s refrigerant business has
grown from Rs.1007.49 Lakhs in 2017-18 to Rs.1325.57 Lakhs in 2018-19. It resulted in the increase
of market share of your Company. Your Company is now primarily focusing on after markets and retail.
Also, planning to reach OEMs, besides also getting Enquiries from Government Sectors.
The margins are better and the demand is increasing in these markets sharply due to the extreme
weather conditions.
Under changing Geo-political scenario, Indian products attract renowned interest from overseas
customers, taking this into account your Company is working on export of refrigerant gas.
With increasing power shortage in the Country due to growing gap between demand and supply
status, the opportunities relating to Non-Conventional energy sources, such as solar energy, is bound
to increase in the years to come and the company would be in a position to convert this opportunity to
its advantage.
Your company is working with various science and technical institutions to introduce new refrigerants
which have Zero Global Warming Potential (GWP) to work towards a more CO2 free world. Your
company will have an early mover advantage to launch new refrigerants in the market. Your company
is also working on adding additional Solar Power Plants and is keenly looking for opportunities to build
more Solar Power Plants.
ASH AND COAL BUSINESS
The energy demand globally is steadily rising. India’s 70% demand is met by coal based thermal
power plants. Ash is the by-product from the burning of coal which is the fuel to all thermal power
plants. 30-45% of the burnt coal is ash. This ash is full of heavy metals and toxins which if not handled
properly could pollute air, land and water bodies.
60
During the running of a power plant ash is continuously produced and stored in silos which have to be
continuously evacuated. The fly ash from the silos is a raw material required for the production of
PPC cement, manufacturing of bricks, concreting of infrastructure projects like roads, bridges etc.
This fly ash from the silos is transported in closed bulkers.
The excess undisposed ash from the silos is then sent to the ash dyke from where is it evacuated by
filling in trucks for mine reclamation, filling of low lying areas, embankments etc. as per the guidelines
of Ministry of Mines and Ministry of Environment and Forests (MoEF).
With a boost in infrastructure in India, there is huge potential for supply of ash to such projects.
THREATS
REFRIGERANT GASES:
The Company is largely dependent on foreign countries for the supply of raw materials and hence the
shortage in the availability of raw materials coupled with adverse foreign exchange will affect the cost
structure and bottom line of the company. HFCs are having GWP potential and is being now phased
out in developed countries. India will also have to work towards the phasing out HFCS in the
next 20-25 years. Year 2018-19 has seen a lot of fluctuation in Forex and hence the risk of higher cost
is there. One of the primary products R134a faces Anti-Dumping duties from China and other
countries, which will be a major drawback for your Company. Solar Power is driven by Government
policies and also any change in Tariff or policy will affect the business plan.
The instability in global economy is also bound to affect the company in both business activities
ASH AND COAL BUSINESS

Since we have work on the basis of the work orders from the power plants, cancellation of such work
orders is a potential threat. These threats we however try to mitigate by clauses in the work order and
introducing notice periods. Another threat is that most power plants in India are currently financially
stressed. This could result in delayed payments from power plants.
COMPETITIVE STRENGTH
REFRIGERANT GASES:
The Company is working with various institutions on developing refrigerants which have Zero GWP
potential. Various research agencies and scientists have approached your company to
commercialize some products. Your company is evaluating the same. The after markets for HFC is
increasing with increase in sale of cars and refrigerants.
“Being the first Company to setup a re-filling facility in the country a decade back among non-
manufacturers, Brand REFEX is a prominent brand in the Refrigerant Industry and commands a
premium over other brands. The end users like Mechanics and Installers have preferred Refex
products over other products. Innovative packing and continuous product and service development
has placed the brand in the top in the country.
61
ASH AND COAL BUSINESS:
With good relation with cement factories and other sub-contractors we are able to push for higher
disposal of ash. With a lot of abandoned mines in the vicinity of the power plant we are working with, we
have an advantage in terms of distance compared to other competitors.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Refex’s stringent internal control systems and procedure is well defined and commensurate with the
size and nature of the Business to provide reasonable assurance that all assets are safeguarded;
transactions are authorized and reported properly. All applicable statutes, code of conduct and
corporate policies are duly complied with. The internal Audit Division reviews the adequacy and
efficiency of the internal controls. The scope of the Audit activity is guided by the Annual Audit
Committee of the Board. The Audit Committee reviews the reports of the Internal Auditors and
provides guidance
HUMAN RESOURCE DEVELOPMENT
Your Company provides a diverse and inclusive work environment. It is the policy, practice and aim of
your company to provide Employment Opportunities to all qualified persons on an equal basis. Your
company does not discriminate against any employee or applicant for employment on the basis of
race, religion, disability, ethnicity, marital status or any other characteristic protected by law. Your
company does not employ or engage child labour. It provides training, education and promotion
opportunities that permit development and career advancement to the company’s work force. It
provides wellness programs to the employees. Your company is concerned about the safety of its
employees. Works of the employees are evaluated periodically. Policies on human rights including the
code of Ethical Business Conduct, Anti-Sexual Harassment and Whistle Blower Policies along with
the group Business Responsibility Policy covers all aspects on human rights for your company and
also extend to all stakeholders of your company. Your company follows an extensive performance
Management system to review the performance of its employees, Senior Management Personnel and
provide rewards on the basis of Meritocracy.
FINANCIAL PERFORMANCE
An overview of the financial performance Vis a Vis the previous year is given separately in the
Directors Report.
PRODUCT WISE/SEGMENT WISE PERFORMANCE
The company has Six segments Viz. Refrigerant gases and Solar Power. The quantitative
performance Vis a Vis the previous year is given below.
2018-19 2017-18
Refrigerant gases Sales (Kgs.) 382170.00 218980
Solar Power (units) 8341950.00 8422350
Solar Accessories (WP.) 21214500.00 -
Ash (MT) 1800549.48 -
Coal (MT) 204055.00 -
Minerals (MT) 572.00 -
CAUTIONARY STATEMENT
The above statement is as perceived by the Directors based on the Current scenario and the input
available. Any extraneous development and force majeure conditions may have an impact on the
above perception.
62
INDEPENDENT AUDITOR’S REPORT

To the Members of M/s.Refex Industries Limited Report on the Standalone Financial Statements
Opinion
We have audited the standalone financial statements of Refex Industries Limited (“the Company”), which
comprise the balance sheet as at 31st March 2019, and the statement of Profit and Loss, and statement of cash
flows for the year then ended, and notes to the financial statements, including a summary of significant accounting
policies and other explanatory information. To the best of our information and according to the explanations given
to us, the Company does not have any branches.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone financial statements give 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, of the state of affairs of the
Company as at March 31, 2019, and profit and loss, and its cash flows for the year ended on that date.
Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of
the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of
the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
(ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of
the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act,
2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair
view of the financial position, financial performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Accounting Standards specified under section 133
of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate implementation and maintenance of accounting
policies; making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial statement
that give a true and fair view and are free from material misstatement, whether due to fraud or error.
63
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Company’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement
on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
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 aforesaid standalone financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.In our
opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133
of the Act.
e) On the basis of the written representations received from the directors as on 31st March, 2019 taken on
record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being
appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of theinternal financial controls with reference to financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “AnnexureA”.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone
financial statements as mentioned in Note No:28
ii. The Company had made provisions, as required under the applicable law or accounting standards, for
material foreseeable losses, if any long-term contracts including derivative contracts.
64
iii. There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by theCompany.
B. With respect to the matter to be included in the Auditors’ Report under section 197(16):
In our opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The
remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of
Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented
upon by us.
For M.Krishnakumar & Associates

Chartered Accountants
Firm Regn.No.006853S
M.Krishna Kumar B.Sc

Place:Chennai FCA Proprietor
Date: 30th May 2019 M. No. 203929
65
ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT
The Annexure referred to in Independent Auditors’ Report to the members of the Company on the Standalone Ind
AS financial statements for the year ended 31 March 2019, we report that:
1. (a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets
are verified in a phased manner over a period of three years. In accordance with this programme, certain
fixed assets were verified during the year and no material discrepancies were noticed on such
verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size
of the Company and the nature of its assets.
(c) The title deeds of immovable properties are held in the name of the company.
2. The inventory has been physically verified during the year by the Management. In our opinion, the frequency
of verification is reasonable. The discrepancies noticed on verification between the physical stock and book
records such were not material.
3. (a) The Company has granted loans to two Body Corporate covered in the register maintained under section
189 of the Companies Act, 2013 (‘the Act’).The amount loan is Rs.8577.95 lakhs (Rs.3315.19 lakhs) the
year-end balance being Rs.798.04 lakhs (Rs.3423.36 lakhs) to two companies covered in the register
maintained under section 189 of the Act. In our opinion, the grant of such loan is not prejudicial to the
interest of the company.
(b) In our opinion and according to the information and explanations given to us, the terms of repayment of
the loan and payment of interest have not been stipulated; however, they are repayable on the mutual
agreement of both the parties involved. As there is no stipulation of payment of interest the question of the
receipt of interest does not arise.
(c) In our opinion and according to the information and explanations given to us, and as stated in Para (ii)
above, the Company has not complied with the provisions of section 185 and 186 of the Act, with respect
to the loans and investments made. The company has granted a loan of Rs.8577.95lakhs (Rs.3527.03)
lakhs to a company and a corporate guarantee of Rs.37.48Crs.
4. The Company has not accepted any deposits from the public.
5. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act,
for any of the services rendered by the Company.
6. (a) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed
statutory dues including provident fund, income-tax, Goods and Services Tax, value added tax, duty of
customs, service tax, cess and other material statutory dues have been regularly deposited during the
year by the Company with the appropriate authorities. As explained to us, the Company did not have any
dues on account of employees’ state insurance and duty of excise.
According to the information and explanations given to us, no undisputed amounts payable in respect of
provident fund, income tax, Goods and Services tax, value added tax, duty of customs, service tax, cess
and other material statutory dues were in arrears as at 31 March 2019 for a period of more than six
months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of duty of customs which
have not been deposited with the appropriate authorities on account of any dispute. However, according
to information and explanations given to us, the following dues of income tax, sales tax, duty of excise,
service tax and value added tax have not been deposited by the Company on account of disputes:
66
S.No. Particulars Amount (In Rs.) Details
1. Maharashtra VAT Rs.42,61,002 /- Maharashtra Sales Tax Dept.

2. Income tax Rs.26,24,382/- Income Tax for A.Y. 2008-09
(vii) According to the information and explanations given to us, the particulars of dues in respect of income
tax, service tax, sales tax, customs duty, excise duty, VAT and cess, which have not been deposited on
account of a dispute, are as follows:
S.No Particulars Amount (In. Rs.) Details

1. A.Y.2009-10 1,70,61,280/- Under Appeal with the Hon’ble Income Tax
Appellate Tribunal, Chennai
2. A.Y.2011-12 5,81,45,540/- Under Appeal with the Hon’ble Commissioner of
Income Tax (Appeals), Chennai
(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or
debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt
instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.
(x) According to the information and explanations given to us, no material fraud by the Company or on the
Company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations give to us and based on our examination of the records of the
Company, the Company has paid/provided for managerial remuneration in accordance with the requisite
approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi
company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of
the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act
where applicable and details of such transactions have been disclosed in the standalone Ind AS financial
statements as required by the applicable accounting standards.
(xiv) According to the information and explanations give to us and based on our examination of the records of the
Company, the Company has not made any preferential allotment or private placement of shares or fully or
partly convertible debentures during the year.
(xv) According to the information and explanations given to us and based on our examination of the records of
the Company, the Company has not entered into non-cash transactions with directors or persons
connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act1934.
For M.Krishnakumar&Associates
R.No.006853S
Place:Chennai M. Krishna Kumar B.Sc. FCA

Date: 30th May 2019 Proprietor
M.No.203929
67
ANNEXURE - A TO THE AUDITORS’ REPORT
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of RefexIndustries Limited (“the Company”)
as of 31 March 2019 in conjunction with our audit of the standalone Ind AS financial statements of the Company for
the year ended on that date.
Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on
the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the
design, implementation and maintenance of adequate internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as required under the Companies
Act,2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and
deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of
internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute
of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established and maintained and if such controls operated effectively
in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls
over financial reporting included obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the standalone IND AS Financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls system over financial reporting.
68
Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal financial control
over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur
and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to
future periods are subject to the risk that the internal financial control over financial reporting may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively as at 31
March 2019, based on the internal control over financial reporting criteria established by the Company
considering theessentialcomponentsofinternalcontrolstatedintheGuidanceNoteonAuditof Internal Financial
Controls over Financial reporting issued by the Institute of Chartered Accountants of India.

R.NO: 006853S
Place: Chennai M.Krishna Kumar B.Sc FCA

M.No:203929
69
Standalone Balance Sheet as at March 31, 2019
(Rs. in Lakhs)
Note As at 31st March 2019 As at 31st March 2018
Particulars
No.
A ASSETS
1 Non-current assets
(a) Property, Plant and Equipment 1 1,485.57 1,430.87
(a) Intangible 2 2.21 -
(a) Capital Work in Progress 26.68 -
(b) Non-current financial assets
(i) Investments 3 5.00 5.00
(ii) Trade receivables - -
(iii) Other non current financial assets 4 61.03 105.48
(d) Deferred Tax Assets 5 905.43 -
(d) Other Non current assets 6 251.26 303.21
2 Current assets
(a) Inventories 7 758.69 522.60
(b) Financial Assets
(i) Trade receivables 8 8,749.67 3,651.37
(ii) Cash and cash equivalents 9 386.80 69.36
(iii) Bank Balances other than(ii)above - -
(iv) Other current financial assets 10 798.56 3,537.20
(c) Current Tax Assets (Net) 11 109.75 98.67
(d) Other current assets 12 2,314.67 27.20
Total Assets 15,855.32 9,750.96
B EQUITY AND LIABILITIES
1 Equity
(a) Equity Share Capital 13 1,547.52 1,547.52
(b) Other Equity 14 2,729.96 (433.38)
LIABILITIES
2 Non-current liabilities
(a) Financial Liabilities
(i) Long term Borrowings 15 17.92 4,094.56
(I) Other(s) - -
(b) Deferred Tax Liabilities 5 17.44
b) Long Term provisions 16 15.65 31.27
3 Current liabilities
(a) Financial Liabilities
(i) Short term Borrowings
(ii) Trade payables 17 10,117.89 4,140.51
(iii) Other financial liabilities 18 45.79 51.23
(b) Other current liabilities 19 1,380.60 301.80
Total Equity and Liabilities 15,855.32 9,750.96
See accompanying Notes forming
part of the Financial Statements 28-38
Notes 1 to 38 form part of financials

As per our report of even date attached For and on behalf of the Board of Directors
For M.KRISHNAKUMAR & ASSOCIATES T.AnilJain Dinesh Kumar Agarwal
Chartered Accountants Managing Director Director
Firm Regn No: 006853S (DIN:07544757)
(DIN:00181960)
M.KRISHNAKUMAR B.SC FCA D.HemSenthil Raj Jamuna Ravikumar
Proprietor Director Director
Membership No. 203929 (DIN:06760725) (DIN:08009308)
Place : Chennai U.Lalitha S. Gopalakrishnan
Date : 30th May 2019 Chief Financial Officer Company Secretary
70
Standalone Financial Statements
Note For the year ended For the year ended

Particulars No.
31 March, 2019 31 March, 2018
1 INCOME
I. Revenue from operations 20 46,105.11 7,737.25
ii. Other income 21 185.38 204.12
III Total Income (I+II) 46,290.48 7,941.37
IV Expenses
Cost of material consumed 22 16,740.29 650.15
Purchase of stock in trade 23 23,570.98 5,070.73
Excise duty on sale of goods - 51.42
Employee benefits expenses 24 243.94 115.97
Finance costs 25 29.67 120.86
Depreciation and Amortisation 26 96.23 82.74
Other Expenses 27 2,722.41 1,675.68
Total expenses (IV) 43,403.51 7,767.55
V Profit/(loss) before exceptional
items and tax 2,886.97 173.82
VI Exceptional items
VII Profit/(loss) before tax 2,886.97 173.82
VIII Tax expense
- Current Tax 5 646.44 -
Less: MAT Entitlement Credit (646.44) -
- Deferred Tax 5 (276.44) 79.57
IX Profit/(loss) for the period 3,163.41 94.26
X Other Comprehensive Income
Items that will not be reclassified to
profit or loss
Remeasurements of defined benefit plan
actuarial gains/ (losses) (0.07) -
Income tax expense on above (0.07) -
XI Total Comprehensive Income for the
period (Comprising……profit and other
comprehensive income for the period) 3,163.33 94.26
XII Earnings per equity share
(1) Basic 20.44 0.61
(2) Diluted 20.44 0.61
For M.KRISHNAKUMAR & ASSOCIATES

Firm Regn No: 006853S
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
Note 2 - Intangible Assets
Description Software Total
As at 1 April 2017 (Deemed Cost)

Additions during the year - -
Deletions during the year - -
As at 31 March 2018 (At Cost) - -
Additions during the year 2.22 2.22
As at 31 March 2019 (At Cost) 2.22 2.22
Depreciation and amortization
Charge for the year ended March 31, 2018 - -

Charge for the year 0.01 0.01
As at 31 March 2019 0.01 0.01
Net Book Value

As at 31 March 2019 2.21 2.21
As at 31 March 2018 - -
As at 01 April 2017 - -
Note 3 - Non Current Investments
As at March 31, As at March 31,

Particular
2019 2018
Investments in Subsidary
Unquoted carried at cost
50,000 Equity Shares of Vituza Solar Energy Ltd of
Rs.10/- each. 5.00 5.00
Total Aggregate Book Value of unqouted Investments
88
Note 4 - Other Non Current Financial Assets

Particular
2019 2018
Unsecured
Advances and Deposits 61.03 105.48
Less: Provision for expected credit loss under Ind AS 109 - -
Total 61.03 105.48
Note 5 - Deferred Tax Asset(s)/ (Liabilities)

Tax recognised in Statement of profit and loss
For the year For the year

Particular Ended Ended
March 31, 2019 March 31, 2018
Current income tax

Current year 646.44 -
Sub Total (A) - -
Deferred tax expense
Origination and reversal of temporary differences (276.44) 79.57
Sub Total (B) (276.44) 79.57
Total (A+B) (276.44) 79.57
Reconciliation of effective tax rates
For the year For the year

Particular Ended Ended
March 31, 2019 March 31, 2018
Profit before tax 2,886.97 173.82

Enacted tax Rate (under Normal Provisions) 26% 26%
Computed Expected Tax Expenses - Normal Provision 750.61 44.76
Permenent Disallwoances
Profit on Sale on Asset - -
Others - -
On account of losses on which deferred taxes were unrecognised (750.61) (44.76)
Computed Tax expenses - -
Current tax - -
Deferred Tax# (276.44) 79.57
Tax Expenses for the year (276.44) 79.57
89
# There were losses on which no deferred tax assets are recognized in the previous periods on account of
lack of virtual certainity, therefore the effective tax rate is not in line with the current tax rates.
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
As at As at
Particular March 31, 2019 March 31, 2018
Property Plant and Equipment 48.90 (78.49)

Carry Forward Losses 180.73 61.05
Leave Encashment Provision 0.54 -
Grat. Provision 1.10 -
Provision for Bad and Doubtful debts under ECL 27.73 -
MAT Entitlement Credit 646.44 -
Net Deferred Tax Assets/ (Liabilities) 905.43 (17.44)
Movement in deferred tax balances during the year ended March 31, 2019
Balance as at Recognised in Recognised in Balance As at

Particular March 31, 2019 Profit & Loss March 31, 2019
OCI
Property Plant and Equipment (78.49) 127.39 - 48.90

Carry Forward Losses 61.05 119.68 - 180.73
Leave Encashment Provision - 0.54 - 0.54
Grat. Provision - 1.10 - 1.10
MAT Credit - 646.44 - 646.44
ECL Provision - 27.73 - 27.73
Total (17.44) 922.87 - 905.43
Unrecognised Deferred tax assets

Deferred tax assets have not been recognised in respect of the following items
As at As at
Particular March 31, 2019 March 31, 2018
Unutilised tax losses 273.33 1,044.06

Total 273.33 1,044.06
Note 6 - Other Non Current Assets

Particular
2019 2018
Balances with Government Authorities 251.26 303.21
Total 251.26 303.21
90
Note 7 - Inventories

Particular
2019 2018
Raw Materials and Spares

Refrigerant Gases 331.18 522.60
Solar Modules 427.51 -
Total 758.68 522.60
Note 8 - Trade Receivables

Particular
2019 2018
Trade receivables
Unsecured Considered good 8,856.34 3.651.37
Less:
Impairment for Trade receivable under Expected Credit Loss model (106.67) -
Total 8749.69 3,651.37
Note : Information with respect to aging is provided in Note No:32
Note 9 - Cash and cash equivalents

Particular
2019 2018
i) Balances with banks

* Current Accounts 372.69 52.32
* EEFC accounts - 0.23
* Deposit Accounts 1.26 1.65
ii) Cash on Hand 12.85 15.16

Total 386.80 69.36
Note 10 - Other Current Financial Assets

Particular
2019 2018
i) Unsecured, considered good;

- Loans and advances to Employees 0.51 1.59
- Loans and advances to Related Parties
measured at Amortized Cost 798.05 3,535.61
Total 798.56 3,537.20
91
Note 11 - Current Tax Asset
Particular
2019 2018
Withholding Taxes 756.18 98.67

Less: Provision for Taxes (646.44) -
Total 109.75 98.67
Note 12 - Other Current Assets

Particular
2019 2018
Unsecured considered good

Balance with government authorities - -
Prepaid Expenses 7.12 11.76
Advances to Suppliers for capital and others 2,307.55 15.44
Total 2,314.67 27,20
Note 13 - Equity Share Capital

Particular
2019 2018
Authorised Share Capital

(i) Equity Shares (2,50,00,000 Nos of Rs.10/- each) 2,500.00 2,500.00
(ii) Preference Shares (5,00,000 Nos of Rs. 100/- each) 500.00 500.00
Total 3,000.00 3,000.00
Issued
(i) Equity Shares (1,54,75,176 Nos of Rs. 10/- each) 1,547.52 1,547.52
Subscribed and paid Up
(I) Equity Shares (1,54,75,176 Nos of Rs. 10/- each) 1,547.52 1,547.52
Total 1,547.52 1,547.52
There has been no change in the paid up Equity Capital during the year
Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs.10/- per share. The holders of the
equity shares are entitled to receive dividends as declared from time to time, and are entitled to voting rights
proportionate to their share holding at the meetings of shareholders.
Details of Shareholders holding more than 5% shares in the Company
As at March 31, 2019 As at March 31, 2018
Particular
Nos % of Holding Nos % of Holding
Sherisha Technologies Private Limited 20,83,411 13.46% 20,83,411 13.46%
T.Anil Jain 25,13,533 16.24% 19,57,796 12.65%
Total 45,96,944 29.71% 40,41,207 26.11%
92
For the year ended March 31, 2018

-
-
-
-
93
Note 15 - Borrowings - Long Term

Particular
2019 2018
(I) Secured
- Vehicle Loan 8.99 32.71
-Inter Corporate Deposits at Amortized Cost - 601.10
(ii) Unsecured
-Inter Corporate Deposits at Amortized Cost - 3,460.75
- Term Loan 8.94 -
Total 17.92 4,094.56
Terms
i. Term loan from banks are repayable in 24 Months, rate of interest at 16% and Unsecured
ii. Vehicle laons include one loan for forklift Term repayable in 12 Months, rate of interest at 9.50%, securred with
Fork lift machine and loan for CAR, repayable in 24 months, rate of interest at 8.40% secured with the car.
Note 16 - Long Term Provisions

Particular
2019 2018
Provision for Employee Benefits :-

- Gratuity 13.57 31.271
- Leave Encashment 2.08 -
Total 15.65 31.27
Note 17 - Trade Payables

Particular
2019 2018
Trade payables (Refer Note 30)

- Dues to Micro and Small Enterprises 149.80 -
- Others 9,968.10 4,140.51
Total 10,117.89 4,140.51
Note : No interest due for these outstandings under MSME Act, 2006.
Note 18 - Other Financial Liabilities
Particular
2019 2018
Current Maturities of Long Term Debt 20.62 25.70

Others 25.17 25.53
Total 45.79 51.23
94
Note 19 - Other Current Liabilities

Particular
2019 2018
Statutory Liabilities 424.23 164.24

Advance from customers 919.21 127.45
Others 37.16 10.11
Total 1,380.60 301.80
Note 20 - Revenue From Operations
Year Ended Year Ended

Particular
March 31,2019 March 31,2018
Sale of Products 9,378.43 7,737.25

Sale of services 36,726.68 -
Total 46,105.11 7,737.25
Note 21 - Other Income

Particular
2019 2018
Interest income at from financial asset measured at amortised

cost on Deposits 2.23 0.02
Interest from Inter-Company Deposits 166.33 128,90
Miscellaneous income 2.79 69.17
Foreign Exchange Flucuation - Gain 14.02 6.03
Total 185.38 204.12
Note 22 - Cost of materials Consumed*

Particular
31, 2019 31, 2018
Opening Balance
Raw Materials and Components (522.60) (122.38)
Add: Cost of
Raw Materials and Components 16,499.30 226.58
Freight Inward 2.01 20.65
Consumption of Stores and Spares 2.88 2.69
Less: Closing Stock
Raw Materials and Components 758.69 522.60
Total 16,740.29 650.15
*The Cost of Material consumed represent cost of Service and Products.
95
Note 23 - Purchase of Stock in Trade

Particular
31, 2019 31, 2018
Solar Accessories 7,090.59 940,46

Service Purchase 16,480.40 4,130.27
Total 23,570.98 5,070.73
Note 24 - Employee benefits expense

Particular
2019 2018
* Salaries and Bonus etc. 144.34 94.41
Contribution to Provident and Other Funds 15.55 0.20
Staff Welfare Expenses 66.05 7.86
Remuneration to Key Management personnel 18.00 13.50
Total 243.94 115.97
* The above amount also include the payment to contractors
Note 25 - Finance Cost

Particular
31, 2019 31, 2018
Interest cost on financial liabilities measured at Amortized Cost 24.83 109.96
Others 4.84 10.898
Total 29.67 120.86
Note 26 - Depreciation and Amortisation

Particular
31, 2019 31, 2018
Depreciation / Amortisation for the year
- Tangible and Intangible Assets 96.23 82.74
Total 96.23 82.74
96
Note 27 : Other Expenses

Particular
31, 2019 31, 2018
Advertisement 424.05 2.42
AMC Charges 0.46 0.41
Annual General Meeting Expenses 0.07 0.23
Audit fees 4.44 4.00
Bad Debts 69.84 2.57
Books & Periodicals 0.17 0.12
Business promotion & Marketing Expenses 45.78 19.34
Club Membership Fees 6.58 0.46
Communication 6.58 7.02
Corporate Social Responsibility - -
Customs duty and Excise duty - 78.50
Director Sitting Fees (Refer note 21.B.6) 0.70 0.60
Donation 59.61 13.79
Food , Accommodation & Travelling Expenses 183.90 41.85
General Expenses 1.28 0.02
Installation and Testing Charges 0.30 0.27
Insurance 9.84 6.34
Legal , Professional & Expert Engagement Fees 324.35 52.76
Office Maintenance 8.09 4.80
Pooja Expense 0.18 0.35
Postage & Courier 4.81 2.95
Power and fuel 32.40 6.85
Printing and stationery 6.46 6.26
Profit/Loss on Sale of Fixed Assets - Ho 0.14 5.29
Rates and taxes 23.76 65.12
Registration Charges 0.40 2.18
Rent including lease rentals 1,298.96 1,309.26
Repairs and maintenance - Machinery 2.47 1.34
Repairs and maintenance - Others 3.90 2,79
Repairs and maintenance - Vehicle 1.08 1.09
Security Charges 2.92 2.71
Selling and Distribution Expenses 21.46 5.35
Subscription 1.29 0.59
Provision for Bad and Doubtful Debts 106.67 -
Transportation, Handling and Carriage expenses 69.45 28.06
Total 2,722.41 1,675.68
Payment made to Auditors
Particular
31, 2019 31, 2018
Payment made to statutory auditors :
i. As auditors 3.50 2.88
ii. For taxation matters
iii. For other services
iv. For reimbursement of expenses
Total 3.50 2.88
97
Note : 28.Contingent Liabilities:
(Rs. In lakhs)

Particular
2019 2018
Corporate Guarantee to Group Co 3,748.00 3,748.00
Litigations Nil 321.42
Other Guarantee 7,800.00 Nil
28.1.Demands raised on the company by the respective authorities are as under:

(Rs. In lakhs)

Particular
2019 2018
Disputed demand of Income Tax & Sales Tax 752.07 1,735.09
29. Additional information pursuant to Schedule III of the Companies Act, 2013
(Rs. In lakhs)

S.No. Particular
2019 2018
A Expenditure in Foreign currency on:
(i) Salary and allowance - -
(ii) Tours and Travels 4.24 5.12
(iii) Import of Materials/ Equipment (CIF Value)
a. Refrigerant Gases 873.71 924.84
b. Capital goods 113.98 -
c. Components and spares - -
d. Finished goods/Semi Finished goods - -
e. Raw Materials 1.27 -
B Earnings in Foreign Exchange 123.46 153.25
98
99
(Amount as of March 31, 2018)
(Rs. In lakhs)
Particular Amortized Financial assets/ liabilities at Financial assets/liabilities

cost fair value through profit or loss at fair value through OCI
Assets:
Non-Current Investment - –
Non-Current Trade receivable - - -
Other Long Term Financial Assets 105.48 - -
Current Trade Receivables 3,651.37 - -
Cash & Cash Equivalents 69.36 - -
Other Bank Balances - -
Other Financial Assets 3,537.20 - -
Liabilities:
Long term Borrowings 4,094.56 - -
Other Non- Current financial liabilities - - -
Short term Borrowings - - -
Trade Payables 4,140.51 - -
Other Current financial liabilities 51.23 - -
31.2. Fair Value Hierarchy

l Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
l Level 2 - Inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices).
l Level 3 - Inputs for the assets or liabilities that are not based on observable market data
(unobservable inputs).
31.3. Valuation Technique used to determine Fair Value:

Specific valuation techniques used to value financial instruments include:
l Use of DCF for Unquoted instruments
31.4 The following tables present fair value hierarchy of assets and liabilities measured at fair value:
(Rs. In lakhs)
For the year 31.03.2019 For the year 31.03.2018
Particulars Level Level Level Total Level Level Level Total
1 2 3 1 2 3
Financial Assets
Investments in
Subsidiary 5 5 5 5
100
The carrying amount of current financial assets and current trade and other financial liabilities measured at
amortised cost are considered to be the same as their fair values, due to their short term nature. The carrying
amount of Security Deposit measured at amortized cost is considered to be the same as its fair value due to its
insignificant value. The carrying value of Rupee Term Loan and Term loan from related parties approximate fair
value as the instruments are at prevailing market rate.
32.Financial risk management
The Company's activities expose to limited financial risks: market risk, credit risk and liquidity risk. The Company's
primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects
on its financial performance.
Market risk
Market risk is the risk of loss of future earnings or fair values or future cash flows that may result from a change in
the price of a financial instrument.
The company is exposed to market risk primarily related to foreign exchange rate risk (currency risk), Interest rate
risk and the market value of its investments.
Credit Risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. It principally
arises from the Company's Trade Receivables, Retention Receivables, Advances and deposit(s) made
Trade receivables
The company has outstanding trade receivables amounting to Rs.87,49,67,181 as at March 31, 2019 and
Rs.36,51,36,731 as at March 31, 2018, respectively. Trade receivables are typically unsecured, except for
security deposits received from the new dealers and are derived from revenue earned from customers.
Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
company is not exposed to concentration of credit risk to any one single customer. Default on account of Trade
Receivables happens when the counterparty fails to make contractual payment when they fall due.
Further for amounts overdue are constantly monitored by the management and provision towards expected credit
loss are made in the books. Management estimated of expected credit loss for the Trade Receivables are
provided below with the classification on debtors.
Overdue period
Particulars Not 0-30 30-90 60-90 90-120 120-150 150-180 180-360 360 >3
Past days days days days days days DAYS Days- Years
due 3 years
Trade
Receivables 0.5% 1% 1% 1% 2% 2% 2% 3% 3% 3%
101
Credit risk exposure:
An analysis of age of trade receivables at reporting date is summarized as follows:

(Rs. In lakhs)
March 31, 2019
Particulars
Net outstanding Impairment
Not past due 4,460.99 22.30

0 to 30 days 387.77 3.88
30 to 60 days 118.51 1.19
60 to 90 Days 6.57 0.07
90 to 120 days 218.26 4.37 1
20 to 150 days 218.26 4.37
150 to 180 days 534.08 10.68
180 to 360 days 534.08 16.02
More than 1 year but less than 3 years 1,445.48 43.36
More than 3 Years 14.51 0.44
TOTAL 7,938.52 106.67
Movement in Provision for Doubtful Debts Amount
As at March 31, 2018 -

Charge for the year ended March 31, 2019 106.67
Utilized for the year March 31, 2019 -
Reversal of Excess Provision -
As at March 31, 2019 106.67
Trade receivables are impaired in the year when recoverability is considered doubtful based on the
recovery analysis performed by the company for individual trade receivables. The company considers
that all the above financial assets that are not impaired and past due for each reporting dates under
review are of good credit quality.
Liquidity Risk
Our liquidity needs are monitored on the basis of monthly and yearly projections. The company's
principal sources of liquidity are cash and cash equivalents, cash generated from operations, Term loan
from Banks, and Contribution in the form of share capital.
102
We manage our liquidity needs by continuously monitoring cash inflows and by maintaining adequate
cash and cash equivalents. Net cash requirements are compared to available cash in order to
determine any shortfalls.
Short term liquidity requirements consist mainly of sundry creditors, expense payable, employee dues,
repayment of loans and retention & deposits arising during the normal course of business as of each
reporting date. We maintain a sufficient balance in cash and cash equivalents to meet our short-term
liquidity requirements.
We assess long term liquidity requirements on a periodical basis and manage them through internal
accruals. Our non-current liabilities include Unsecured Loans from Promoters, Term Loans from Banks,
Retentions & deposits.
The table below provides details regarding the contractual maturities of non-derivative financial
liabilities. The table have been drawn up based on the undiscounted cash flows of financial liabilities
based on the earliest date on which the company can be required to pay.
The table include both principal cash flows.
(Rs. In lakhs)
1 year 1-3 3-5 More than Total

Particulars
years years 5 years
Term Loan from Banks 8.37 8.94 - - 17.31
Vehicle Loans 12.25 8.99 - - 21.23

(Rs. In lakhs)

Particulars
years years 5 years

Vehicle Loans 13.13 18.80 - - 31.93
Inter Corporate Deposits - - - 3,520.45 3,520.45
Foreign currency exchange rate risk

The fluctuation in fo1eign currency exchange rates may have potential impact on the statement of profit or loss
and other comprehensive income and equity, where any transaction references more than one currency or where
assets / liabilities are denominated in a currency other than the functional currency of the respective entities.
Considering the countries and economic environment in which the Group operates, its operations are subject to
risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US
Dollar, Great Britain Pound against the Indian rupee.
The company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange
rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management
policies.
103
The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a
simultaneous parallel foreign exchange rates shift of all the currencies by 5% against the Indian Rupee.
The following analysis has been worked out based on the net exposures for the company as of the date of
statements of financial position which could affect the statements of profit or loss and other comprehensive
income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts
entered into by the company
The following table sets forth information relating to foreign currency exposure as of March 31, 2019:
(Rs. In lakhs)
Assets as at
Particulars
USD 1.08 1.09
INR 74.84 66.96
5% appreciation / depreciation of the respective foreign currencies with respect to Indian Rupees would result
in decrease / increase in the company's profit before tax as detailed in table below:
USD Sensitivity at Year end As at March 31, 2019 As at March 31, 2018
Advance payments
Weakening of INR by 5% 3.74 3.98
Strengthening of INR by 5% 3.74 3.98
Interest Rate Risk

At the reporting date the interest rate profile of the company's interest – bearing financial instruments as follows,
all being fixed rate of borrowing, the company is not assuming any risk on interest increase.
Particulars As at March As at March

31, 2019 31, 2018
Financial Liabilities
- Term Loan from Bank – Unsecured 16.5% 16.5%
- Term Loan from Bank - Secured 9.50% 9.50%
- Vehicle Loans from Financial Institutions 8.40% 8.40%
- Inter – Corporate Deposits 7% 7%
The period end balances are not necessarily representative of the average debt outstanding during the period
104
Capital management
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets or by adequate funding by the
shareholders to absorb the losses of the Company.
The Company's capital comprises equity share capital, retained earnings and other equity attributable to equity
holders. The primary objective of Company's capital management is to maximize shareholders value. The
Company manages its capital and makes adjustment to it in light of the changes in economic and market
conditions. The total share capital as on March 31, 2019 is Rs.15,47,51,760 (Previous Year: Rs.15,47,51,760 ).
(Rs. In lakhs)
Particulars As at March 31, 2019 As at March 31, 2018
Total Debt 38.54 4,120.27

Less : Cash and cash equivalent (386.80) (69.36)
Net Debt - 4,050.90
Total Equity 4,277.47 1,114.14
Net debt to equity ratio NA 7.35
33. Disclosure in respect of Indian Accounting Standard (Ind AS)-19 “Employee Benefits”
33.1. General description of various defined employee's benefits schemes are as under:
a) Provident Fund:
The company's Provident Fund is managed by Regional Provident Fund Commissioner. The
company pays fixed contribution to provident fund at pre-determined rate.
b) Gratuity:
Gratuity is a defined benefit plan, provided in respect of past services based on the actuarial valuation
carried out by LIC of India and corresponding contribution to the fund is expensed in the year of such
contribution.
The scheme is funded by the company and the liability is recognized on the basis of contribution payable
to the insurer, i.e., the Life Insurance Corporation of India, however, the disclosure of information as
required under Ind AS-19 have been made in accordance with the actuarial valuation.
105
33.2. The summarized position of various defined benefits recognized in the Statement of Profit & Loss, Other
Comprehensive Income(OCI) and Balance Sheet & other disclosures are as under:
(Actuarial Valuation)
Movement in defined benefit obligation: (Rs. In lakhs)
Defined benefit obligation -

Beginning of the year 12.54 -
Current service cost 3.24 2.02
Interest Cost 0.98 -
Benefits Paid - -
Re-measurements - actuarial loss/(gain) (0.07) -
Past service cost - 10.52
Defined benefit obligation – End of the year 16.68 12.54
Amount Recognized in Statement of Profit and Loss (Rs. In lakhs)

Loss/Gain on settlement - -
Net Interest cost/(income) on
Net Defined Benefit
Liability/(assets) (B) 0.98 -
Cost Recognized in P&L 4.22 12.54
Amount recognized in Other Comprehensive Income (OCI) (Rs. In lakhs)
Actuarial (gain)/loss due to assumption changes - -

-change in financial assumptions 0.46 -
-experience variance(i.e. Actual
experience vs assumptions) (0.53) -
Actuarial (gain)/loss recognized in OCI (0.07) -
106
Sensitivity Analysis
(Rs. In lakhs)
Defined benefit obligation (base) 16.68 12.54
(Rs. In lakhs)
Particulars Change in
Assumption 31.03.2019 31.03 2018
Discount Rate +1.0% 14.56 10.98

-1.0% -19.28 -14.44
Salary growth Rate +1.0% -19.25 -14.42
-1.0% 14.54 10.97
Attrition Rate +50% -16.63 -12.54
-50% 16.73 12.53
Mortality Rate +10% -16.68 -12.54
-10% 16.68 12.54
Actuarial Assumption (Rs. In lakhs)
Particulars 31.03. 2019 31.03.2018
Discount rate 7.75% 7.80%

Rate of salary increase 10% p.a for first 10% p.a for first
3 years and 3 years and
7.5% p.a thereafter 7.5% p.a thereafter
Retirement Age 58 Years 58 Years
Average Future Service 18.43 18.30
Leave encashment
Particulars 31.03. 2019 31.03.2018
Present value of obligation 2.08 1.83

Fair value of plan assets - -
Surplus/ (Deficit) (2.08) (1.83)
Effects of asset ceiling, if any - -
Net asset/(liability) - (2.08) (1.83)
107
Amount Recognized in Statement of Profit and Loss
(Rs. In lakhs)
Particulars 31.03. 2019 31.03.2018
Present value of obligation as at the beginning 1.83 -
Present value of obligation as the end 2.08 1.83
Benefit payment - -
Actual return on plan assets - -
Acquisition adjustment - -
(Rs. In lakhs)
Particulars 31/03.2019 31.03. 2018
Defined benefit obligation (base) (2.08) (1.83)
(Rs. In lakhs)
Assumption Change in 31/03 2019 31.03 2018

Assumption
Discount Rate +1.0% 1.85 2.11
-1.0% -2.35 -1.60
Salary growth Rate +1.0% -2.34 -2.11
-1.0% 1.85 1.60
Attrition Rate +50% -2.08 -1.84
-50% 2.08 1.82
Mortality Rate +10% - 2.08 -1.83
-10% 2.08 1.83
Particulars 31.03. 2019 31.03.2018

108
109
Segment Liabilities (Rs. In lakhs)
Particulars 31.03. 2019 31.03.2018
a. Solar Power-Generation and Related

activities 153.98 218.42
b. Refrigerant Gas- Manufacturing(Refilling)
and Sales 241.15 1,970.27
c.Sale Of Service - 3,282.01
d. Coal & Ash Handling Business 11,150.03 -
e. Minerals Trading - -
f. Corporate 777.08 -
g. Unallocated 3,533.07 4,340.47
Total 15,855.32 9,811.17
35. Disclosure in respect of Indian Accounting Standard (Ind AS)-37 “Provisions, Contingent Liabilities
and Contingent Assets”
These provisions are expected to be settled in the next financial year . Management estimates the provision
based on historical information and any recent trends that may suggest future claims could differ from
historical amounts
(Rs. In lakhs)
Opening balance Additions/ Utilization Reversal Closing

Particulars Transfers during the year during the
as on 01.04.18 balance
during the year year / as on 31.03.19
Transfers
during the years
Short term Provision

for tax 43.41 646.44 - (43.41) 646.44
Provision for ECL - 106.67 - - 106.67
36. Disclosure in respect of Indian Accounting Standard 24 “Related Parties Disclosures”
36.1. Related Parties:

(I) Subsidiary companies
Vituza Solar Energy Limited
(ii) Key management personnel

Mr. Aniljain – Managing director
(iii) Entities in which KMP / Relatives of KMP can exercise significant influence:
Refex Solar Power Private Limited
Sherisha Technologies Private Limited
Refex Energy Limited
110
(Rs. In lakhs)
111
37. Disclosure for Ind AS 17 - Future minimum lease payments
(Rs. In lakhs)
Particulars 31- March 2019 31- March 2018
Not later than one year 90.44 1,085.53

Later than one year and not later than five years 324.80 4,267.30
Later than five years 3,787.86 13,494.74
Total 4,203.10 18,847.57
38. Previous Years figures have been regrouped/ reclassified wherever necessary to confirm to the
Current year's Presentation
Signature to Notes 1 to 38
In terms of our report attached. For and on behalf of the Board of Directors

Chartered Accountants Director
Managing Director
Firm Regn No: 006853S (DIN:07544757)
(DIN:00181960)

Place : Chennai U.Lalitha S. Gopalakrishnan

Date : 30th May 2019 Chief Financial Officer Company Secretary
112
For the year ended For the year ended

31st March, 2019 31st March, 2018
113
INDEPENDENT AUDITOR'S REPORT
To the Members of M/s.Refex Industries Limited
Report on the Consolidated Financial Statements
Opinion
We have audited the accompanying Consolidated financial statements of Refex Industries Limited (hereinafter
referred to as “the Holding Company”), its subsidiary (the Holding Company and its subsidiary together referred to
as “the Group), which comprise the Consolidated balance sheet as at 31st March 2019, and the statement of Profit
and Loss, and statement of cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Consolidated financial statements give 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, of the state of affairs of
the Company as at March 31, 2019, and loss, and its cash flows for the year ended on that date.
Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards
are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our
audit of the consolidated financial statements under the provisions of the Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit
of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Management's Responsibility for the Consolidated Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act,
2013 (“the Act”) with respect to the preparation of these consolidated financial statements that give a true and fair
view of the financial position, consolidated financial performance and consolidated cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the accounting Standards
specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate implementation
and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
114
presentation of the financial statement that give a true and fair view and are free from material misstatement,
whether due to fraud orerror.
In preparing the consolidated financial statements,the respective Board of Directors of the companies included in
the group are responsible for assessing the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The
Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the ConsolidatedFinancial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financialstatements.
Our Opinion on the consolidated financial statements, and our report on other Legal and Regulatory
Requirements above, is not modified in respect of the above matters with respect to our reliance on the work done
on the reports of the other auditors an financial statements and other financial information certified by the
Management.
Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2016 (“the Order”), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement
on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law relating to preparations of the aforesaid
consolidated financial statements have been kept so far as it appears from our examination of those
books.
c) The consolidated Balance Sheet, the consolidated Statement of Profit and Loss, and the consolidated
statement of Cash Flow Statement dealt with by this Report are in agreement with the relevant books of
accounts maintained for the purpose of preparation of the consolidated financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.
e) On the basis of the written representations received from the directors of the Holding company as on
31st March, 2019 taken on record by the Board of Directors of the Holding company and the report of the
statutory Auditors of its subsidiaries incorporated in India and the reports of the statutory auditors of its
subsidiary companies incorporated in India, none of the directors is disqualified as on 31st March, 2019
from being appointed as a director in terms of Section 164 (2) of the Act.
115
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in “AnnexureA”.
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
(i) The holding company had disclosed the impact of pending litigations as at 31st March 2019 on its
consolidated financial position in its consolidated financial statements as mentioned in Note 28.
(ii) The holding Company had made provisions as required under the applicable law or accounting
standards, for material forseeable losses, if any long-term contracts including derivate contracts .
(iii) There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the holding Company.
For M.Krishnakumar& Associates

Firm Regn.No. 006853S
M.Krishna Kumar B.Sc.FCA

Place:Chennai Proprietor
Date: 30th May 2019 M. No. 203929
116
“Annexure – A” to the Independent Auditors' Report of even date on the

Consolidated Financial statements of Refex Industries Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Refex Industries Limited (“the
Company”) as of 31 March 2019 in conjunction with our audit of the Consolidated Ind AS financial statements of
the Holding Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding company and its subsidiary company incorporated in India, are
responsible for establishing and maintaining internal financial controls based on the internal control over
financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the
Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly
and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and
deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit
of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the
Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate
internal financial controls over financial reporting was established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls
over financial reporting included obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk.The procedures selected depend on the auditor's
judgment, including the assessment of the risks of material misstatement of the Consolidated IND AS Financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Company's internal financial controls system over financial reporting.
117
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company's internal financial control over
financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur
and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to
future periods are subject to the risk that the internal financial control over financial reporting may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Opinion
In our opinion, the Holding Company and its subsidiary company incorporated in India have, in all material
respects, an adequate internal financial controls system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at 31 March 2019, based on the internal control over
financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls over Financial reporting issued by the Institute
of Chartered Accountants of India.

R.NO: 006853S
Place: Chennai M.Krishna Kumar B.Sc FCA

M.No:203929
118
Consolidated Statement Of
st
Profit and Loss
for the year ended 31 March, 2019 (Rs. in lakhs)
For the year ended For the year ended
Note
Particulars 31 March, 2019 31 March, 2018
No.
INCOME
I Revenue from operations 20 46,105.11 7,737.25
II Other income 21 185.38 204.12
III Total Income (I+II) 46,290.48 7,941.37
IV Expenses
Cost of material consumed 22 16,740.29 650.15
Purchase of stock in trade 23 23,570.98 5,070,73
Excise duty on sale of goods - 51.42
Employee benefits expenses 24 243.94 115.97
Finance costs 25 29.68 120.87
Depreciation and Amortisation 26 96.23 82.74
Other Expenses 27 2,722.86 1,676.19
Total expenses (IV) 43,403.97 7,768.07
V Profit/(loss) before exceptional
items and tax 2,886.51 173.31
VI Exceptional items
VII Profit/(loss) before tax 2,886.51 173.31
VIII Tax expense
- Current Tax 5 646.44 -
- Less: MAT Entitlement Credit (646.44) -
- Deferred Tax 5 (276.44) 79.57
IX Profit/(loss) for the period 3,162.95 93.74
X Other Comprehensive Income
Items that will not be reclassified to
profit or loss
Remeasurements of defined benefit plan
actuarial gains/ (losses) (0.07) -
Income tax expense on above (0.07) -
XI Total Comprehensive Income for the
period (Comprising profit and other
comprehensive income for the period) 3,162.88 93.74
XII Earnings per equity share
(1) Basic 20.44 0.61
(2) Diluted 20.44 0.61
See accompanying notes forming
part of the Financial Statements 28-38
Notes 1 to 38 form part of financials For and on behalf of the Board of Directors
As per our report of even date attached T.AnilJain Dinesh Kumar Agarwal
Managing Director Director
For M.KRISHNAKUMAR & ASSOCIATES (DIN:07544757)
Chartered Accountants (DIN:00181960)
Firm Regn No: 006853S D.HemSenthil Raj Jamuna Ravikumar
M.KRISHNAKUMAR B.SC FCA Director Director
Proprietor (DIN:06760725) (DIN:08009308)
Membership No. 203929 U.Lalitha S. Gopalakrishnan
Place : Chennai Chief Financial Officer Company Secretary
Date : 30th May 2019
120
121
122
123
124
125
126
127
128
129
Taxes on Income
130
131
132
133
134
135
136
137
Note 2 - Intangible Assets
Description Software Total
As at 1 April 2017 (Deemed Cost)

Additions during the year - -
Additions during the year 2.22 2.22
Deletions during the year -
As at 31 March 2019 (At Cost) 2.22 2.22
Depreciation and amortization -
Charge for the year ended March 31, 2018 -

Charge for the year 0.01 0.01
As at 31 March 2019 0.01 0.01
Net Book Value
As at 31 March 2019 2.21 2.21
As at 31 March 2018 - -
As at 01 April 2017 -
Note 3 - Non Current Investments
As at As at
Investments in Subsidary
- Unquoted carried at cost
50,000 Equity Shares of Vituza Solar Energy Ltd
of Rs.10/- each. 5.00 5.00
Total Aggregate Book Value of unqouted Investments 5.00 5.00
138
Note 4 - Other Non Current Financial Assets
As at As at
Unsecured
Advances and Deposits
Less: Provision for expected credit loss under Ind AS 109 61.03 105.48
Total 61.03 105.48
Note 5 - Deferred Tax Asset(s)/ (Liabilities)

Tax recognised in Statement of profit and loss
For the year Ended For the year Ended
Particulars March 31, 2019 March 31, 2018
Current income tax

Current year 646.44 -
Sub Total (A) - -
Deferred tax expense
Origination and reversal of temporary differences (276.44) 79.57
Sub Total (B) (276.44) 79.57
Total (276.44) 79.57
Reconciliation of effective tax rates

For the year Ended For the year Ended
Particulars March 31, 2019 March 31, 2018
Profit before tax 2,886.51 173.31
Enacted tax Rate (under Normal Provisions) 0.26 0.26
Computed Expected Tax Expenses - Normal Provision 750.49 44.63
Permenent Disallwoances -
Profit on Sale on Asset -
Others
On account of losses on which deferred taxes were unrecognised (750.49) (44.63)
Computed Tax expenses - -
Current tax - -
Deferred Tax# (276.44) 79.57
Tax Expenses for the year (276.44) 79.57
# There were losses on which no deferred tax assets are recognized in the periods on account of
lack of virtual Certainty, therefore the effective tax rate is not in line with the current tax rates.
139
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
As at As at
Property Plant and Equipment 48.90 (78.49)

Carry Forward Losses 180.73 61.05
Leave Encashment Provision 0.54 -
Grat. Provision 1.10 -
Provision for Bad and Doubtful debts under ECL 27.73 -
MAT Entitlement Credit 646.44 -
Net Deferred Tax Assets/ (Liabilities) 905.43 (17.44)
Movement in deferred tax balances during the year ended March 31, 2019
Balance as at Recognised in Recognised in Balance As at
Particulars March 31, 2018 profit & loss OCI March 31, 2019
Property Plant and Equipment (78.49) 127.39 - 48.90

Carry Forward Losses 61.05 119.68 - 180.73
Leave Encashment - 0.54 - 0.54
Grat. Provision - 1.10 - 1.10
MAT Credit - 646.44 - 646.44
ECL Provision - 27.73 - 27.73
Net Deferred Tax Assets/ (Liabilities) (17.44) 922.87 905.43
Unrecognised Deferred tax assets

Deferred tax assets have not been recognised in respect of the following items
As at As at
Unutilised tax losses 273.33 1,044.06

Total 273,33 1,044.06
Note 6 - Other Non Current Assets
As at As at
Balances with Government Authorities 251.26 303.21
Total 251.26 303.21
140
Note 7 - Inventories
As at As at
Raw Materials and Spares

Refrigerant Gases 331.18 522.60
Solar Modules 427.51 -
Total 758.69 522.60
Note 8 - Trade Receivables

As at As at
Trade receivables
Unsecured Considered good 8,856.34 3,651.37
Less:
Impairment for Trade receivable
under Expected Credit Loss model (106.67) -
Total 8,749.67 3,651.37
Note:
Information with respect to aging is provided in Note No:32
Note 9 - Cash and Cash Equivalents
As at As at
Particulars
31 March, 2019 31 March, 2018
i) Balances with banks

* Current Accounts 373.19 52.50
* EEFC accounts - 0.23
* Deposit Accounts 1.26 1.65
ii) Cash on hand 12.95 15.27

Total 387.40 69.65
Note 10 - Other Current Financial Assets

As at As at
i) Unsecured, considered good;

- Loans and advances to Employees 0.51 1.59
- Loans and advances to Related Parties
measured at Amortized Cost 798.05 3,536.33
Total 798.56 3,537.92
141
Note 11 - Current Tax Asset
As at As at
Withholding Taxes 756.18 98.67

Less: Provision for Taxes (646.44) -
Total 109.75 98.67
Note 12 - Other Current Assets

As at As at
Unsecured considered good

Balance with government authorities - -
Prepaid Expenses 7.12 11.76
Advances to Suppliers for capital and others 2,307.55 15.44
Total 2,314.67 27.20
Note 13 - Equity Share Capital

As at As at
Authorised Share Capital

(i) Equity Shares (2,50,00,000 Nos of Rs. 10 each) 2,500.00 2,500.00
(ii) Preference Shares (5,00,000 Nos of Rs. 100 each) 500.00 500.00
Total 3,000,00 3,000,00
Issued
(I) Equity Shares (1,54,75,176 Nos of Rs. 10 each) 1,547.52 1,547.52
Subscribed and Paid Up
(I) Equity Shares (1,54,75,176 Nos of Rs. 10 each) 1,547.52 1,547.52
Total 1,547,52 1,547,52
There has been no change in the paid up Equity Capital during the year
Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs. 10/- per share. The holders of the
equity shares are entitled to receive dividends as declared from time to time, and are entitled to voting rights
proportionate to their share holding at the meetings of shareholders.
Details of Shareholders holding more than 5% shares in the Company

Particulars
Nos % of Holding Nos % of Holding
Sherisha Technologies Private Limited 20,83,411 13.46% 20,83,411 13.46%

T. Anil Jain 25,13,533 16.24% 19,57,796 12.65%
Total 45,96,944 29.71% 40,41,207 26.11%
142
143
Note 15 - Borrowings - Long Term

Particular
2019 2018
(I) Secured
- Vehicle Loan 8.99 32.71
-Inter Corporate Deposits at Amortized Cost - 601.10
(ii) Unsecured
-Inter Corporate Deposits at Amortized Cost - 3,460.75
- Term Loan 8.94 -
Total 17.92 4,094.56
Terms
i. Term loan from banks are repayable in 24 Months, rate of interest at 16% and Unsecured
ii. Vehicle laons include one loan for forklift Term repayable in 12 Months, rate of interest at 9.50%, securred with
Fork lift machine and loan for CAR, repayable in 24 months, rate of interest at 8.40% secured with the car.
Note 16 - Long Term Provisions
Particular
2019 2018
Provision for Employee Benefits :-
- Gratuity 13.57 31.27
- Leave Encashment 2.08 -
Total 15.65 31.27
Note 17 - Trade Payables

Particular
2019 2018
Trade payables (Refer Work 30)
- Dues to Micro and Small Enterprises 149.80 -
- Others 9,968.27 4,140.65
Total 10,118.07 4,140.65
Note :
No interest due for these outstandings under MSME Act, 2006.
Note 18 - Other Financial Liabilities

Particular
2019 2018
Current Maturities of long term debt 20.62 25.70
Others 25.17 25.53
Total 45.79 51.23
144
Note 19 - Other Current Liabilities

Particular
2019 2018
Statutory Liabilities 424.23 164.24
Advance from customers 919.21 127.45
Others 37.16 10.11
Total 1,380.60 301.80
Note 20 - Revenue From Operations

Particular
March 31, 2019 March 31, 2018
Sale of Products 9,378.43 7,737.25
Revenue from rendering of services 36,726.68 -
Total 46,105,11 7,737./25
Note 21 - Other Income
As at March 31, Year Ended

Particular
2019 March 31, 2018
Interest income at from financial asset measured at amortised
cost on Deposits 2.23 0.02
Interest from Inter-Company Deposits 166.33 128.90
Miscellaneous income 2.79 69.17
Foreign Exchange Flucuation - Gain 14.025 6.03
Total 185.38 204.12
Note 22 - Cost of materials Consumed *
As at March 31, Year Ended

Particular
2019 March 31, 2018
Opening Balance
Raw Materials and Components (522.60) (122.38)
Add: Cost of
Raw Materials and Components 16,499,30 226.58
Freight Inward 2.01 20.65
Consumption of Stores and Spares 2.88 2.69
Less: Closing Stock
Raw Materials and Components 758.69 522.60
Total 16,740.29 650.15
The Cost of Material Consumed responses Cost of Services & Products.
145
Note 23 - Purchase of Stock in Trade
Particular
March 31, 2019 March 31, 2018
Solar Accessories 7,090,59 940.46

Service Purchase 16,480.40 4,130.27
Total 23,570.98 5,070.73
Note 24 - Employee benefits expense

Particular
March 31, 2019 March 31, 2018
Salaries, and Bonus etc. 144.34 94.41

Contribution to Provident and Other Funds 15.55 0.02
Staff Welfare Expenses 66.05 7.86
Remuneration to Key Management personnel 18.00 13.50
Total 243,94 115.97
*The above amount also include the payment to contractors
Note 25 - Finance Cost

Particular
March 31, 2019 March 31, 2018
Interest cost on financial liabilities measured at amortized cost 24,83 109.96
Others 4.85 10.91
Total 29.68 120.87
Note 26 - Depreciation and Amortisation

Particular
March 31, 2019 March 31, 2018
Depreciation / Amortisation for the year

- Tangible and Intangible Assets 96.23 82.74
Total 96.23 82.74
146
Note 27 - Other expenses

Particular
March 31, 2019 March 31, 2018
Advertisement 424.05 2.42
AMC Charges 0.46 0.41
Annual General Meeting Expenses 0.07 0.23
Audit fees 4.56 4.06
Bad Debts 69.84 2.57
Books & Periodicals 0.17 0.12
Business promotion & Marketing Expenses 45.78 19.34
Club Membership Fees 6.58 0.46
Communication 6,58 7.02
Customs duty and Excise duty - 78.50
Director Sitting Fees (Refer note 21.B.6) 0.70 0.60
Donation 59.61 13.79
Food , Accommodation & Travelling Expenses 183.90 41.85
General Expenses 1.28 0.02
Installation and Testing Charges 0.30 0.27
Insurance 9.84 6.34
Legal , Professional & Expert Engagement Fees 324.61 52.96
Office Maintenance 8.09 4.80
Pooja Expense 0.18 0.35
Postage & Courier 4.81 2.95
Power and fuel 32.40 6.85
Printing and stationery 6.46 6.26
Profit/Loss on Sale of Fixed Assets - Ho 0.14 5.29
Rates and taxes 23.84 65.36
Registration Charges 0.40 2.18
Rent including lease rentals 1,298.96 1,309.26
Repairs and maintenance - Machinery 2.47 1.34
Repairs and maintenance - Others 3.90 2.79
Repairs and maintenance - Vehicle 1.08 1.09
Security Charges 2.92 2.71
Selling and Distribution Expenses 21.46 5.35
Subscription 1.29 0.59
Provision for Bad and Doubtful Debts 106.67 -
Transportation, Handling and Carriage expenses 69.45 28.06
Total 2,722.86 1.676.19
Payment made to Auditors
Particular
2019 2018
Payment made to statutory auditors :
i. As auditors 3.62 2.94
ii. For taxation matters
iii. For other services
iv. For reimbursement of expenses
Total 3.62 2.94
147
Note : 28.Contingent Liabilities:
(Rs. in lakhs)

Particular
2019 2018
Corporate Guarantee to Group Co 3,748.00 3,748.00
Other Guarantee 7,800.00 Nil
Litigations Nil 321.42
28.1.Demands raised on the company by the respective authorities are as under:

(Rs. in lakhs)

Particular
2019 2018
Disputed demand of Income tax & Sales Tax 752.07 1,735.09
29. Additional information pursuant to Schedule III of the Companies Act, 2013
(Rs. in lakhs)

S.No. Particular
2019 2018
A Expenditure in Foreign Currency on:
(i) Salary and Allowance - -
(ii) Tours and Travels 4.24 512.00
(iii) Import of Materials/ Equipment (CIF Value)
a. Refrigerant Gases 873.71 924.84
b. Capital Goods 113.98 -
c. Components and Spares - -
d. Finished goods/Semi Finished goods - -
e. Raw Materials 1.27 -
B Earnings in Foreign Exchange 123.46 153.25
148
149
(Rs. In lakhs)
Particular Amortized Financial assets/ liabilities at Financial assets/liabilities

cost fair value through profit or loss at fair value through OCI
Assets:
Non-Current Investment - –
Non-Current Trade receivable - - -
Other Long Term Financial Assets 105.48 - -
Current Trade Receivables 3,651.37 - -
Cash & Cash Equivalents 69.65 - -
Other Bank Balances - -
Other Financial Assets 3,537.92 - -
Liabilities:
Long term Borrowings 4,094.56 - -
Other Non- Current financial liabilities - - -
Short term Borrowings - - -
Trade Payables 4,140.65 - -
Other Current financial liabilities 51.23 - -
31.2. Fair Value Hierarchy

l Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
l Level 2 - Inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices).
l Level 3 - Inputs for the assets or liabilities that are not based on observable market data
(unobservable inputs).
31.3. Valuation Technique used to determine Fair Value:

The carrying amount of current financial assets and current trade and other financial liabilities measured at
amortised cost are considered to be the same as their fair values, due to their short term nature. The carrying
amount of Security Deposit measured at amortized cost is considered to be the same as its fair value due to its
insignificant value. The carrying value of Rupee Term Loan and Term loan from related parties approximate fair
value as the instruments are at prevailing market rate.
32. Financial risk management

The Company's activities expose to limited financial risks: market risk, credit risk and liquidity risk. The
Company's primary focus is to foresee the unpredictability of financial markets and seek to minimize potential
adverse effects on its financial performance.
150
Market risk
Market risk is the risk of loss of future earnings or fair values or future cash flows that may result from a change
in the price of a financial instrument.
The company is exposed to market risk primarily related to foreign exchange rate risk (currency risk), Interest
rate risk and the market value of its investments.
Credit Risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. It
principally arises from the Company's Trade Receivables, Retention Receivables, Advances and deposit(s)
made
Trade receivables
The company has outstanding trade receivables amounting to Rs.87,49,67,181 as at March 31, 2019 and
Rs.36,51,36,731 as at March 31, 2018, respectively. Trade receivables are typically unsecured, except for
security deposits received from the new dealers and are derived from revenue earned from customers.
Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
company is not exposed to concentration of credit risk to any one single customer. Default on account of Trade
Receivables happens when the counterparty fails to make contractual payment when they fall due.
Further for amounts overdue are constantly monitored by the management and provision towards expected
credit loss are made in the books. Management estimated of expected credit loss for the Trade Receivables are
provided below with the classification on debtors.
Overdue period
Particulars Not 0-30 30-90 60-90 90-120 120-150 150-180 180-360 360 >3
Past days days days days days days DAYS Days- Years
due 3 years
Trade
Receivables 0.5% 1% 1% 1% 2% 2% 2% 3% 3% 3%
151
Credit risk exposure:
An analysis of age of trade receivables at reporting date is summarized as follows:

(Rs. In lakhs)
Overdue period
Particulars
Net outstanding Impairment
Not past due 4,460.99 22.30

0 to 30 days 387.77 3.88
30 to 60 days 118.51 1.19
60 to 90 Days 6.57 0.07
90 to 120 days 218.26 4.37 1
20 to 150 days 218.26 4.37
150 to 180 days 534.08 10.68
180 to 360 days 534.08 16.02
More than 1 year but less than 3 years 1,445.48 43.36
More than 3 Years 14.51 0.44
Total 7,938.52 106.67
Movement in Provision for Doubtful Debts Amount
As at March 31, 2018 -

Charge for the year ended March 31, 2019 106.67
Utilized for the year March 31, 2019 -
Reversal of Excess Provision -
As at March 31, 2019 106.67
Trade receivables are impaired in the year when recoverability is considered doubtful based on the
recovery analysis performed by the company for individual trade receivables. The company considers
that all the above financial assets that are not impaired and past due for each reporting dates under
review are of good credit quality.
Liquidity Risk
Our liquidity needs are monitored on the basis of monthly and yearly projections. The company's
principal sources of liquidity are cash and cash equivalents, cash generated from operations, Term loan
from Banks, and Contribution in the form of share capital.
152
We manage our liquidity needs by continuously monitoring cash inflows and by maintaining adequate
cash and cash equivalents. Net cash requirements are compared to available cash in order to
determine any shortfalls.
Short term liquidity requirements consist mainly of sundry creditors, expense payable, employee dues,
repayment of loans and retention & deposits arising during the normal course of business as of each
reporting date. We maintain a sufficient balance in cash and cash equivalents to meet our short-term
liquidity requirements.
We assess long term liquidity requirements on a periodical basis and manage them through internal
accruals. Our non-current liabilities include Unsecured Loans from Promoters, Term Loans from Banks,
Retentions & deposits.
The table below provides details regarding the contractual maturities of non-derivative financial
liabilities. The table have been drawn up based on the undiscounted cash flows of financial liabilities
based on the earliest date on which the company can be required to pay.
The table include both principal cash flows.
(Rs. In lakhs)

Particulars
years years 5 years
Vehicle Loans 12.25 8.99 - - 21.23

(Rs. In lakhs)

Particulars
years years 5 years

Vehicle Loans 13.13 18.80 - - 31.93
Inter Corporate Deposits - - - 3,520.45 3,520.45
Foreign currency exchange rate risk

The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and
other comprehensive income and equity, where any transaction references more than one currency or where
assets / liabilities are denominated in a currency other than the functional currency of the respective entities.
Considering the countries and economic environment in which the Group operates, its operations are subject to
risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US
Dollar, Great Britain Pound against the Indian rupee.
The company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange
rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management
policies.
153
The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a
simultaneous parallel foreign exchange rates shift of all the currencies by 5% against the Indian Rupee.
The following analysis has been worked out based on the net exposures for the company as of the date of
statements of financial position which could affect the statements of profit or loss and other comprehensive
income and equity. Further the exposure as indicated below is mitigated by some of the derivative contracts
entered into by the company
The following table sets forth information relating to foreign currency exposure as of March 31, 2019:
(Rs. In lakhs)
Assets as at
Particulars
USD 1.08 1.09 I
NR 74.84 66.96
5% appreciation / depreciation of the respective foreign currencies with respect to Indian Rupees would result
in decrease / increase in the company's profit before tax as detailed in table below:
USD Sensitivity at year end As at March 31, 2019 As at March 31, 2018
Advance payments
Weakening of INR by 5% 3.74 3.98
Strengthening of INR by 5% 3.74 3.98
Interest Rate Risk

At the reporting date the interest rate profile of the company's interest – bearing financial instruments as follows,
all being fixed rate of borrowing, the company is not assuming any risk on interest increase.
Particulars As at March As at March

31, 2019 31, 2018
Financial Liabilities
- Term Loan from Bank – Unsecured 16.5% 16.5%
- Term Loan from Bank - Secured 9.50% 9.50%
- Vehicle Loans from Financial Institutions 8.40% 8.40%
- Inter – Corporate Deposits 7% 7%
The period end balances are not necessarily representative of the average debt outstanding during the period
154
Capital management
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets or by adequate funding by the
shareholders to absorb the losses of the Company.
The Company's capital comprises equity share capital, retained earnings and other equity attributable to equity
holders. The primary objective of Company's capital management is to maximize shareholders value. The
Company manages its capital and makes adjustment to it in light of the changes in economic and market
conditions. The total share capital as on March 31, 2019 is Rs.15,47,51,760 (Previous Year: Rs.15,47,51,760 ).
(Rs. In lakhs)
Total Debt 38.54 4,120.27

Less : Cash and cash equivalent (387.39) (69.65)
Net Debt - 4,050.61
Total Equity 4,272.89 1,110.02

38.54 4,120.27
Net debt to equity ratio NA 4
33. Disclosure in respect of Indian Accounting Standard (Ind AS)-19 “Employee Benefits”
33.1. General description of various defined employee's benefits schemes are as under:
a) Provident Fund:
The company's Provident Fund is managed by Regional Provident Fund Commissioner. The
company pays fixed contribution to provident fund at pre-determined rate.
b) Gratuity:
Gratuity is a defined benefit plan, provided in respect of past services based on the actuarial valuation
carried out by LIC of India and corresponding contribution to the fund is expensed in the year of such
contribution.
The scheme is funded by the company and the liability is recognized on the basis of contribution payable
to the insurer, i.e., the Life Insurance Corporation of India, however, the disclosure of information as
required under Ind AS-19 have been made in accordance with the actuarial valuation.
155
33.2. The summarized position of various defined benefits recognized in the Statement of Profit & Loss, Other
Comprehensive Income(OCI) and Balance Sheet & other disclosures are as under:
(Actuarial Valuation)
Defined benefit obligation -

Beginning of the year 12.54 -
Interest Cost 0.98 -
Benefits Paid - -
Re-measurements - actuarial loss/(gain) (0.07)
Defined benefit obligation – End of the year 16.68 12.54
Amount Recognized in Statement of Profit and Loss (Rs. In lakhs)

Loss/Gain on settlement - -
Net Interest cost/(income) on

Net Defined Benefit
Liability/(assets) (B) 0.98 -
Amount recognized in Other Comprehensive Income (OCI) (Rs. In lakhs)
Actuarial (gain)/loss due to assumption changes 0.46 -

-change in financial assumptions (0.53) -
-experience variance(i.e. Actual (0.07) -
experience vs assumptions)
Actuarial (gain)/Loss Recognized in OCI 0.46 -
156
Consolidated Financial Statements
(Rs. In lakhs)
Particulars 31.03. 2019 31.03/2018
Defined benefit obligation (base) 16.68 12.54
(Rs. In lakhs)
Particulars Change in 31/03 2019

Assumption 31.03 2018
Discount Rate +1.0% 14.56 10.98
-1.0% (19.28) (14.44)
Salary growth Rate +1.0% (19.25) (14.42)
-1.0% 14.54 10.97
Attrition Rate +50% (16.63) (12.54)
-50% 16.73) 12.53
Mortality Rate +10% (16.68) (12.54)
-10% 16.68 12.54
Particulars 31.03. 2019 31.03.2018

Leave encashment
Particulars 31.03. 2019 31.03.2018
Present value of obligation 2.08 1.83

Fair value of plan assets - -
Surplus/ (Deficit) (2.08) (1.83)
Effects of asset ceiling, if any - -
Net asset/(liability) - (2.08) (1.83)
157
Amount Recognized in Statement of Profit and Loss
(Rs. In lakhs)
31.03. 2019 31.03.2018
Present value of obligation as at the beginning 1.83 -
Present value of obligation as the end 2.08 1.83
Benefit payment - -
Actual return on plan assets - -
Acquisition adjustment - -
Sensitivity Analysis (Rs. In lakhs)
Particulars 31.03.2019 31.03.2018
Defined benefit obligation (base) (2.08) (1.83)
(Rs. In lakhs)
Particulars Change in 31.03.2019 31.03.2018

Assumption
Discount Rate +1.0% 1.85 2.11

-1.0% (2.35) (1.60 )
Salary growth Rate +1.0% (2.34) (2.11)
-1.0% 1.85 1.60
Attrition Rate +50% (2.08) (1.84)
-50% 2.08 1.82
Mortality Rate +10% (2.08) (1.83)
-10% 2.08 1.83
Particulars 31.03. 2019 31.03.2018

158
159
Segment Liabilities (Rs. In lakhs)
Particulars 31.03. 2019 31.03.2018
a. Solar Power-Generation and Related

activities 153.98 218.42
b. Refrigerant Gas- Manufacturing(Refilling)
and Sales 241.15 1,970.27
c.Sale Of Service - 3,282.01
d. Coal & Ash Handling Business 11,150.03 -
e. Minerals Trading - -
f. Corporate 772.68 -
g. Unallocated 3,533.07 4,336.48
Total 15,850.92 9,807.18
35. Disclosure in respect of Indian Accounting Standard (Ind AS)-37 “Provisions, Contingent Liabilities
and Contingent Assets”
These provisions are expected to be settled in the next financial year . Management estimates the provision
based on historical information and any recent trends that may suggest future claims could differ from
historical amounts
(Rs. In lakhs)
Particulars Opening balance Additions/ Utilization Reversal Closing

as on 01.04.18 Transfers during the year during the balance
during the year year / as on 31.03.19
Transfers
during the years
Short term Provision

for tax 43.41 646.44 - (43.41) 646.44
Provision for ECL - 106.67 - - 106.67
36. Disclosure in respect of Indian Accounting Standard 24 “Related Parties Disclosures”

36.1. Related Parties:
i) Key management personnel
Mr. Aniljain – Managing director
(ii) Entities in which KMP / Relatives of KMP can exercise significant influence:
Refex Solar Power Private Limited
Sherisha Technologies Private Limited
Refex Energy Limited
160
36.2 Transactions during the year (Rs. In lakhs)
(a) Transactions during the year 2018-19 2017-18
(i) Remuneration to Key Management Personnel
Anil Jain - Managing Director 18.00 13.50

(ii) Firms/Companies in which Key Management personnel are
interested
(I) Reimbursement of Income to the Group
Refex Energy Limited 11.60 25.91
Refex Solar Power Pvt Ltd-Reimbursement - 0.36
(II) Business Activities
Refex Energy Limited 724.21 87.13
Sherisha Technologies Pvt Ltd 2,675.57 77.90
Refex Solar Power Pvt Ltd 460.46 -
(III) Loan paid to the Groups
Refex Solar Power Pvt Ltd 515.60 545.64
Sherisha Technologies Pvt Ltd 8,062.35 2,772.62
(b) Cumulative Balances/Balance Outstanding during the year
(I) Firms/Companies in which Key Management personnel

are interested
* Reimbursement Outstanding
Refex Energy Limited 0.99 (1.00)
Refex Solar Power Pvt Ltd - 0.36
* Business Activities
Refex Energy Limited (5.13) 2.85
* Other Current Financial Assets

Refex Solar Power Pvt Ltd 618.02 108.17
Sherisha Technologies Pvt Ltd 180.03 3,315.20
* Trade Payables
Sherisha Technologies Pvt Ltd 59.12 17.60
161
37. Disclosure for Ind AS 17 - Future minimum lease payments
(Rs. In lakhs)
Particulars 31- March 2019 31- March 2018
Not later than one year 90.44 1,085.53

Later than one year and not later than five years 324.80 4,267.30
Later than five years 3,787.86 13,494.74
Total 4,203.10 18,847.57
38. Previous Years figures have been regrouped/ reclassified wherever necessary to confirm to the
Current year's Presentation
Signature to Notes 1 to 38
As per our report of even date attached For and on behalf of the Board of Directors

Chartered Accountants Director
Managing Director
Firm Regn No: 006853S (DIN:07544757)
(DIN:00181960)

Place : Chennai U.Lalitha

Date : 30.May 2019 S. Gopalakrishnan
Chief Financial Officer Company Secretary
162
163
Registered Office:11th Floor, BasconFutura IT Park,
New No. 10/2, Old No. 56L, Venkat Narayana Road, T Nagar Chennai 600017.
164
Sl. No. Description of Resolutions
Ordinary Business
1 Adoption of
· Audited Financial Statements for the Financial year ended 31st March 2019 and
Reports of Board of Directors and Auditors.
· Audited Consolidated Financial Statements for the Financial year ended 31st March
2019
2 Re-appointment of Mr Dinesh Kumar Agarwal, Director who retires by rotation.
Special Business
3 Increase of Authorised Capital of the Company from Rs 30 Crores to 40 Crores.
4 Amending the Clause 7 of Main object in Memorandum of Association of the Company.
5 Revision in Remuneration of Managing director.
165
Registered Office:11th Floor, BasconFutura IT Park,
New No. 10/2, Old No. 56L, VenkatNarayana Road, T Nagar Chennai 600017..
17thANNUAL GENERAL MEETING

Please bring this attendance slip to the meeting hall and hand it over at the entrance
I/We hereby record my/our presence at the 17th AGM of the Company, to be held on 3.30 P.M Monday,
30th September 2019 at “Nahar Hall”, Deshabandhu Plaza, 1st Floor, 47, Whites Road, Royapettah,
Chennai – 600014,
S.No
1 Ledger Folio/CLID/DPID No (if any)
2 Name and Registered address of the
Shareholder(s)
Joint Holder 1
Joint Holder 2
3 No of Shares held
4 Name of the proxy/ Representative (if any)
5 Signature of the Member or Proxy
6 Signature of representative
166
Registered Office:11th Floor, Bascon Futura IT Park,New No. 10/2, Old No. 56L,
Venkat Narayana Road, T Nagar Chennai 600017. T: +91-44-43405950 E- mail: info@refex.co.in
BALLOT FORM– 17TH AGM
1 Adoption of
l Audited Financial Statements for the
Financial year ended 31st March 2019 and

Reports of Board of Directors and Auditors.
l Audited Consolidated Financial Statements
for the Financial year ended 31st March

2019
2 Re-appointment of Mr Dinesh Kumar Agarwal,
as a Director who retires by rotation.
Special Business
3 Increase of Authorised Capital of the
Company from Rs 30 Crores to 40 Crores.
4 Amending the Clause 7 of Main object in
Memorandum of Association of the Company
5 Revision in Remuneration of Managing
director.
167
INSTRUCTIONS
1. This Ballot Form is provided for the benefit of Members who do not have access to e-voting facility.
2. A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If a Member
cast votes by both modes, then voting done through e-voting shall prevail and ballot shall be
treated as invalid.
3. The scrutinizer will collate the votes downloaded from the e-voting system and votes casted at the
meeting through Ballot forms to declare the final result for each of the Resolutions forming part of
the Notice of the AGM.
4. This form should be completed and signed by the member. In the case of joint holding, the form
should be completed and signed (as per the specimen signature registered with the company) by
the first named member and in his / her absence, by the next named member.
5. Incomplete, incorrect (or) unsigned ballot form will be rejected.
6. Voting rights shall be reckoned on the paid up value of shares registered in the names of the
members as on 23.09.2019
7. A member need not use all his votes nor does he need to cast all his votes in the same way.
8. Where the ballot form has been signed by an Authorized Representative of a body corporate, a
certified copy of the relevant authorization should accompany the Ballot form.
9. In case the Ballot form is signed by the Power of Attorney holder (POA), POA registration number
should be mentioned.
VENUE:
st
“Nahar Hall”, Deshabandhu Plaza, 1 Floor, 47, Whites Road, Royapettah, Chennai – 600014
168
CIN :- L45200TN2002PLC049601

Refex Ibdst Annual RPT

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refex

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)

Directors’ Report................................................................................................................................................. ..14

Report on Corporate Governance...................................................................................................................43

Auditors Certificate on Corporate Governance............................................................................................57

Management Discussion and Analysis Report.............................................................................................60

Independent Auditors’ Report...........................................................................................................................63

Statement of Profit & Loss Account................................................................................................................71

Notes to the Accounts.........................................................................................................................................72

Cash Flow Statement........................................................................................................................................113

CONSOLIDATED FINANCIAL STATEMENT

Independent Auditors’ Report on Consolidated Financial Statement.................................................114

Statement of Profit & Loss Account..............................................................................................................120

Notes to the Accounts.......................................................................................................................................121

Cash Flow Statement........................................................................................................................................163

Sri. S. Gopalakrishnan Bankers

ICICI Bank Ltd.

//By order of the Board//

For Refex Industries Limited

Place : Chennai S. Gopalakrishnan

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders / Members

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

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

In case of members receiving the physical copy:

Name Mr.Dinesh Kumar Agarwal

Date of Birth 09/07/1980

Date of Appointment 27/07/2016

Qualifications B.com, FCA

Experience in specific functional areas Experiences in process consulting,

Relationship with any director(s) of the

Directorship held in other listed entities Nil

Membership /chairmanship of committees Refex industries ltd

l Nomination and Remuneration

Number of shares held in the company Nil

//By order of the Board//

For Refex Industries Limited

Place : Chennai S. Gopalakrishnan

//By order of the Board//

For Refex Industries Limited

Place : Chennai S. Gopalakrishnan

2018-19 2017-18 2018-19 2017-18

COMMITTEES OF THE BOARD:

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

DIRECTOR’S RESPONSIBILITY STATEMENT:

CONSOLIDATED FINANCIAL STATEMENTS

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE

EXTRACT OF ANNUAL RETURN:

Reply to the observation made in the Secretarial Auditor’s Report:

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

INTERNAL FINANCIAL CONTROLS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

RISK MANAGEMENT POLICY:

CORPORATE SOCIAL RESPONSIBILITY POLICY