DIRECTOR'S REPORT ,

The Members of

Royal India Corporation Limited

1. Your Directors have pleasure in presenting their 32ndAnnual Report together with the Audited Accounts for the year ended March 31, 2016.

2. Turnover & Profits:

The Directors wish to inform you that, during the Financial Year ended March 31, 2016 the sales and other income increased from Rs. 16,232.44 Lakhs to Rs. 18,379.31 Lakhs. The Net Profit After Tax stood at Rs.51.59 Lakhs as against Rs. 23.03 Lakhs in the previous year.

3. Dividend:

The Directors of your Company do not recommend any dividend for the financial year ended 31st March, 2016 in order to plough back the resources for the future growth.

4. Transfer to Reserves:

During the current financial year, there were no transfers made to reserves.

5. Change(s) in the Nature of Business, if any:

There is no change in the nature of business carried on by the Company. The Company has not changed the class of business in which the Company has an interest.

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statement relate and the date of the report.

There were no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of the report.

7. Fixed Deposits:

Your Company has not accepted any fresh fixed deposits at present and, as such, no amount on account of principle or interest on public deposits was outstanding as on the date of the balance sheet.

8. Management's Discussion and Analysis:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report as Annexure I.

9. Corporate Governance Report:

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Bombay Stock Exchange Limited have been complied with.

A separate report on Corporate Governance along with certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual General Meeting as Annexure II.

10. Corporate Social Responsibility (CSR):

As per the Section 135 of Companies Act, 2013 all companies having Net Worth of Rs. 500 cr or more, or Turnover of Rs. 1,000 core or more, or Net Profit of Rs. 5 core or more during any financial year required to constitute a Corporate Social Responsibility Committee of the Board of Directors comprising of three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company's three immediately preceding financial year.

Accordingly, the Company formed a CSR Committee, having Two Non Executive Directors and One Executive Director as a member of the Committee. For the current financial year, the provisions of Section 135 of Companies Act, 2013 is not applicable to the Company, therefore; it is not required to pay 2% of the average net profits of the Company for the current Financial Year.

11. Share Capital:

The Paid up Equity Share Capital as on March 31, 2016 was Rs. 23, 08, 00,000/- During the year under review, your Company did not issue shares. Details of Directors shareholding as on March 31, 2016, are mentioned in the Corporate Governance Report, which forms a part of this Annual Report.

12. Extract of Annual Return:

An extract of Annual Return in Form MGT-9 as on March 31, 2016 is attached as Annexure III to this Report.

13. Board Meeting held during the year:

The Board met 4 times during the financial year 2015-16. The details of the meeting are furnished in the Corporate Governance Report that forms part of this Annual Report.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

14. Director Responsibility Statement:

As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the March 31, 2016 and of the Profit and Loss of the Company for the year ended March 31, 2016.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the Annual Accounts on a 'going concern' basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

15. Auditors:

A. Statutory Auditors:

M/s. DMKH & Co., Chartered Accountants, (Firm Registration No. 116886W) Statutory Auditors of the Company, were appointed for a term of Five years from the previous 31st Annual General Meeting of the Company, till the conclusion of the 5th consecutive Annual General Meeting of the Company, subject to ratification by the Members at every Annual General Meeting at a remuneration decided by the Board of Directors of the Company.

M/s. DMKH & Co., Chartered Accountants have confirmed that their appointments, if made would be in accordance with the provisions of the Section 141 Companies Act, 2013 and that they are not disqualified for re-appointment.

Auditors Qualification:

There is no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

B. Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Mrs. Pooja Jain, Company Secretary in Practice, Mumbai (Mem. No. 36270 and COP No.: 14359) to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2016.

The report of the Secretarial Auditor is appended as Annexure IV.

Explanation or Comments on every qualification, reservation or adverse remark made by the Company Secretary in practice in the Secretarial Audit Report.

The inspection under Section 209A of the Companies Act, 1956 has been carried out by the office of the Ministry of Corporate Affairs. Accordingly, the Company has filed Petition under Section 621A of the Companies Act, 1956; and the Company has received the order on January 27, 2016 by the Company Law Board. The details of which are provided in the Secretarial Audit Report.

C. Internal Auditor Report:

M/s. Neha Sharda & Associates, Chartered Accountants (FRN: 140062W) have carried out the internal audit for the Financial Year 2015-16. The Report is based on the books of accounts and other records of the Company.

16. Listing of Shares:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE), further the Company has paid necessary listing fee to BSE as per the Listing Agreement.

17. Related Party Transactions :

The Company has formulated a policy on dealing with Related Party Transactions. The policy is disclosed on the website of the Company i.e. www.ricl.in . During the year 2015-16, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of SEBI Listing Regulations, 2015, your Company places all the aforesaid details before the Audit Committee periodically for its approval. A comprehensive list of related party transactions as required by the Accounting Standard (AS) 18 issued by the Institute of Chartered Accountants of India, forms part of the Note No.17 of the Accounts in the Annual Report. However, these transactions are not likely to have any conflict with the interest of the Company at large.

During the year, the Company had not entered into any contracts/arrangements/transactions with related parties which could be considered as material except the remuneration paid to Key Managerial Personnel.

18. Audit Committee:

The Audit Committee of the Company comprises of Two Independent & Non Executive Directors and One Executive Director. The details are provided in the Corporate Governance Report.

Pursuant to the requirements of the Companies Act, 2013, the Company has established vigil mechanism through Audit Committee for Directors and Employees to report genuine concerns about unethical behaviors, actual or suspended fraud or violation of the Company's Code of Conduct or ethics policy.

The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

19. Risk Management Policy:

The Company has developed and implemented a mechanism for risk management and has developed a Risk Management Policy. The Audit Committee and the Board periodically reviewed the risk assessment and minimization procedures as required Schedule V of Annual Report (Regulations 34 (3) and 53 (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to ensure that risk is controlled by the Executive Management.

20. Directors and Key Managerial Personnel (KMP):

a. Company's policy on appointment and remuneration:

The Composition of the Company's Board of Directors is in conformity with Regulation 17 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, having an appropriate mix of Executive and Independent Directors to maintain the independence of the Board. As on March 31, 2016 the Board of Directors of the Company comprises of Five Directors including One Managing Director, One Whole Time Director and Three Non-Executive & Independent Directors.

At the 30thAnnual General Meeting of the Company, held on September 30, 2014, the members approved the appointments of Ms. Manisha Anand, Mr. Ravi Kant Chaturvedi and Mr. Damodar Hari Pai, as Independent Directors, not liable to retire by rotation, for five consecutive years with effect from 30th September, 2014 up to 29th September, 2019 with an option to retire from the office at any time during the term of appointment.

We affirm that the remuneration paid to the Director is as per the terms laid out in the nomination and remuneration policy of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Article of Association of the Company, Mr. Hitesh Jain, Whole Time Director of the Company retire by rotation and being eligible, offers himself for re-appointment.

During the year under review, there is no change in the management of the Company.

b. Declaration by Independent Directors:

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Director in terms of Section 164 (2) of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, during the year under review, the Independent Directors met on Saturday, February 13, 2016.

At the time of appointment of an Independent Director, the Company issued a formal letter of appointment outlining his / her role, function, duties and responsibilities as a director. The formal letter of appointment is available at the website of the Company i.e. www.ricl.in  

c. Familiarization programme for Independent Director:

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

d. Key Managerial Personnel:

There is no change in the Key Managerial Personnel of the Company.

21. Nomination and Remuneration Policy :

The Board has adopted, on recommendation of the Nomination & Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company i.e. www.ricl.in .

22. Compliance under Companies Act, 2013:

Pursuant to Section 134 of the Companies, Act 2013 read with rules Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:

a. Board Evaluation:

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the Board shall monitor and review the Board evaluation framework. As per Section 134 (p) of the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and Independent Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. None of the Independent Directors are due for re-appointments.

b. Particulars of Employees:

The ratio of the remuneration of each director to the median employees' remuneration and other details in terms of Section 197 (12) of the Act with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the rules"), forms a part of this Annual Report as Annexure V.

c. Particulars of Loans, Guarantees or Investments:

As on March 31, 2016, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

Loans, guarantees and investments covered Under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

d. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, is set out hereunder

e. Significant and Material Orders passed by the Regulators or Courts:

Inspection under Section 209A of the Companies Act, 1956 has been carried out by the office of the Ministry of Corporate Affairs. No irregularities other than of a compoundable nature have been observed by the inspecting authority. Your Company filed the applications with the Authorities against the observation/remarks of the Inspecting Authorities, Further; the Company Law Board issued an order on January 21, 2016. The details of which are given in Secretarial Audit Report.

23. Committees of the Board:

There are currently four committees of the Board which are as follows:

a. Audit Committee;

b. Nomination & Remuneration Committee;

c. Corporate Social Responsibility Committee and;

d. Stakeholders Relationship Committee.

The members of the Committees consist of Two Non-Executive Directors and One Executive Director. A detailed note on the Board and Committees is provided under the Corporate Governance Report in the Annual Report.

24. Prevention of Sexual Harassment Policy:

The Company has in place a Prevention of Sexual harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Further, during the year 2015-16, no complaints were received by the Company related to sexual harassment.

25. Green Initiatives:

As part of the Green Initiative in Corporate Governance, the Ministry of Corporate Affairs ("MCA"), Government of India, through its Circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011 respectively has allowed companies to send official documents through electronic mode.

Like the previous year, electronic copies of the Annual Report and Notice of the 32ndAnnual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s) for communication purposes. For members who have not registered their email addresses, physical copies of the Notice and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

26. Acknowledgements:

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, Registers, bankers, financial institutions, Share Transfer Agents. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

On behalf of the Board of Directors,

Sd/- (Manish Shah) Managing Director DIN : 01953772

Sd/- (Hitesh Jain) Whole-time-Director DIN : 05263120

Place : Mumbai

Date : May 28, 2016