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Akme Star Housing Finance Ltd.

BSE: 539017 Sector: Financials
NSE: N.A. ISIN Code: INE526R01010
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P/E 22.31
Mkt Cap.(Rs cr) 25.80
Buy Price 40.05
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OPEN 43.00
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VOLUME 12000
52-Week high
52-Week low
P/E 22.31
Mkt Cap.(Rs cr) 25.80
Buy Price 40.05
Buy Qty 4000.00
Sell Price 44.00
Sell Qty 4000.00

Akme Star Housing Finance Ltd. (AKMESTARHOUF) - Director Report

Company director report

To

The Members

Akme Star Housing Finance Limited

Udaipur

The Directors take pleasure in presenting the 11th Annual Report together with theaudited financial statements for the year ended March 31 2016. The Management Discussionand Analysis has also been incorporated into this report.

KEY FINANCIALS :

The Board’s Report shall be prepared based on the stand alone financial statementsof the company. The Company’s financial performance for the financial year endedMarch 31 2016 is summarized below :-

Rs. In Lacs
Particular 2015-16 2014-15
Gross Income 272.35 201.83
Less : Finance Cost 30.01 36.72
Overhead 68.77 65.38
Depreciation 4.64 1.74
Profit Before Tax 168.93 97.99
Less : Provision for taxation 53.40 31.30
Profit After tax 115.52 66.69
Balance Brought Forward from last year 117.35 70.25
Amount available for appropriation 232.87 136.94
Appropriations
Transferred to Statutory Reserve under Section 36(1)(viii) of the Income Tax Act 1961 read with Section 29C of National Housing Bank Act 1987 33.78 19.59
Transferred to general reserve Nil Nil
Balance Carried over to the Balance Sheet 199.09 117.35
232.87 136.94

Transfer to Reserves

During the year under review your Company transferred NIL to the General Reserveduring the year under review and 33.78 Lacs to the Statutory Reserve under Section 36(1)(viii) of the Income Tax Act 1961 read with Section 29C of National Housing Bank (NHB)Act 1987 out of the amount available for appropriation and an amount of 232.87 Lacs isproposed to be retained in the Profit and Loss Account.

HIGHLIGHTS OF PERFORMANCE

The Company has achieved a gross income and net profit of Rs. 272.35 Lacs and Rs.115.52 Lacs during the year under review as compared to Rs. 201.83 Lacs and Rs. 66.69 Lacsin the previous year respectively.

The housing loans/other loan outstanding during the year ended 31st March 2016 were ofRs. 1551.25 lacs as against Rs. 1232.20 lacs during the previous year.

The Net Owned Funds (NOF)/ Net worth of your Company worth Rs 1653.78 Lacs as on31.03.2016 as against Rs 1538.25/- Lacs during the previous year.

The Earnings Per Share (EPS) is Rs. 1.95 as at March 31 2016 as against Rs. 1.52 as atMarch 31 2015.

DIVIDEND

To look after the further expansion of business activity and inadequacy of profits yourdirectors do not recommend any payment of dividend for the year ended 31st March 2016.

SHARE CAPITAL

Authorized Share Capital

During the year under review the authorized share capital of the Company stood at `60000000 (divided into 6000000 Equity Shares of ` 10/- each). No change was made inauthorized Share Capital as compared to previous Year.

Issued and Paid-up Capital

Your Company’s Share Capital is Rs 59345000 (divided into 5934500 Equity sharesof Rs. 10/- each) as at March 31 2016 and no change was made in issued and Paid upcapital as compared to previous year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no material changes and commitments affecting financial position of theCompany between 31st March and the date of Board’s Report.

DETAILS RELATING TO DEPOSITS

The Company has been granted registration by the National Housing Bank New Delhi as anon deposit taking Housing Finance Company. Being so the Company has neither accepted inthe past nor has any future plans to accept any public deposits by whatever name called.

INVESTOR COMPLAINTS AND COMPLIANCE

During the year under review the Company did not receive any investor complaints andthat as on the date no complaints are pending.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

Your Company adhered to the prudential guidelines for Non performing Assets (NPAs)issued by the National Housing Bank (NHB) under its Directions of 2010 as amended fromtime to time. As per the prudential norms the income on such NPAs is not to be recognizedif unrealized. As per the prudential norms prescribed by the NHB the Company has madeprovision for contingencies on standard as well as non-performing housing loans andproperty loans. The details of NPA have been given in financial Statements.

RESOURCE MOBILISATION

Your Company’s borrowing policy is under the control of the Board. The Company hasvide special resolution on September 10th 2014 under Section 180(1)(c) of the CompaniesAct 2013 authorized the Board of Directors to borrow money upon such terms andconditions as the Board may think fit in excess of aggregate of paid up share capital andfree reserves of the Company up to an amount of Rs. 50 crore and the total amount soborrowed shall be within the limits as prescribed under the Housing Finance Companies(NHB) Directions 2010.

Your Company continued to use a variety of funding sources to optimize funding costsprotect interest margins and maintain a diverse funding portfolio which furtherstrengthened its funding stability and liquidity needs. Your Company continued to keeptight control over the cost of borrowings through negotiations with lenders and thusraised resources at competitive rates from its lenders while ensuring proper assetliability match.

LOANS FROM BANKS

As part of its liability management your Company endeavors to diversify the sources ofits resource base in order to achieve an appropriate maturity structure and minimize theweighted average cost of borrowed funds. Your Company continued to leverage on its longterm relationship with banks and thus tied up fund based working capital limit amountingto 3.00 Crore as at the end of financial year.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 apart from the loans made guarantee given or securityprovided by the Company in the ordinary course of business are given in the Notes toaccounts forming part of the Audited Financial Statements for the year ended March 312016.

CAPITAL ADEQUACY

As required under National Housing Bank Directions your Company is presently requiredto maintain a minimum capital adequacy of 12% on a standalone basis. In addition theNational Housing Bank Directions also require that your Company transfers minimum 20% ofits annual profits to a reserve fund.

Your Company’s Capital Adequacy Ratio is at 114.35 % as at March 31 2016 whichprovides an adequate cushion to withstand business risks and is above the minimumrequirement of 12% stipulated by the National Housing Bank.

SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary Company or Joint Company or Associate Company.

HUMAN RESOURCES AND TRAINING

Your Company has experienced promoters and a team whom your Company relies upon to tocapitalize on emerging new business opportunities. Your Company believes that acombination of its reputation in the market its working environment and competitivecompensation programs allows it to attract and retain best talent. Your Company strives toattract the best talent in the industry and ensures its employees’ development andtheir contribution to the Company’s success.

Your Company’s vision is to become an employer of choice by providing a compellingemployee value proposition. Your Company has molded its policies relating to hiringdeployment transfers promotion training including its performance-linked bonuses withthe clear aim of building a ‘cadre-based organization whose cadre understands thecompany’s customers their problems issues and aspirations. Your Company’shuman resources policies and practices are focused on recruiting and training employeeswho can empathies and deal with potential and existing borrowers..

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company there are no employees of the Company covered under this section who isearning salary over and above specified limit.

DISCLOSURE UNDER SUB-SECTION (3) OF SECTION 134 OF COMPANIES ACT 2013 READ WITH RULE8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

Conservation of energy:

The Company does not fall under any of the industries covered by the Companies(Disclosure of particulars of Directors) Rules 1988.

Technology absorption:

The Company is not involved in any technology absorption nor is there any R&Dactivity during the year

Foreign Exchange Earnings and Outgo

Your company does not have any foreign exchange earning and outgo during the year underreview.

INSURANCE

Your Company has insured its various properties and facilities against the risk offire theft and other perils etc. and has also obtained Directors’ andOfficers’ Liability Insurance Policy which covers the Company’s Directors andOfficers (employees in managerial or supervisory position) against the risk of financialloss including the expenses pertaining to defense cost and legal representation expensesarising in the normal course of business

NATIONAL HOUSING BANK (NHB) GUIDELINES

The Company has complied with the provisions of the Housing Finance Companies (NHB)Directions 2010 as prescribed by NHB and has been in compliance with the variousCirculars Notifications and Guidelines issued by National Housing Bank (NHB) from time totime. The Circulars and the Notifications issued by NHB are also placed before the AuditCommittee / Board at regular intervals to update Committee / Board members on the same.

RISK MANAGEMENT

As a housing finance company your Company is exposed to various risks that areinherent in the lending business. The primary risks include credit risk market riskliquidity risk legal risks interest rate risk compliance risk and operational risk.Your Company has invested in people processes and technology to mitigate risks posed byinternal and external environment. Your Company places emphasis on risk managementmeasures to ensure an appropriate balance between risk and return. The Board also onregular intervals is updated on the risk management systems processes and minimizationprocedures of the Company.

Pursuant to the requirement of the SEBI (LODR) Guideline 2015 the Company hasconstituted a Business Risk Management Committee. The details of Committee and its termsof reference are set out in the Corporate Governance Report forming part of theBoard’s Report. During the year the Board reviewed the risks associated with thebusiness of the Company its root causes and the efficacy of the measures taken tomitigate the same. The procedures are adopted to assess the risks and their mitigationmechanisms.

ASSET LIABILITY MANAGEMENT COMMITTEE (ALCO)

The Asset Liability Management Committee (ALCO) lays down policies and quantitativelimits that involve assessment of various types of risks and shifts in assets andliabilities to manage such risks. ALCO ensures that the liquidity and interest-rate risksare contained within the limits laid down by the Board. The Company has duly implementedthe NHB’s Asset Liability Management Guidelines.

CODES AND POLICIES & COMPLIANCES THEREUNDER

Your Company has formulated various policies and codes in compliance with provisions ofDirections and Guidelines issued by the National Housing Bank Companies Act 2013Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and to ensure high ethical standards in the overall functioning of theorganization. The said policies and codes are periodically reviewed by the Board ofDirectors.

The key policies and codes as approved by the Board of Directors and the respectivecompliance there under are detailed herein below:

KNOW YOUR CUSTOMER & ANTI MONEY LAUNDERING MEASURE POLICY

Your Company has a Board approved Know Your Customer & Anti Money LaunderingMeasure Policy (KYC & AML Policy) in place and adheres to the said Policy. The saidPolicy is in line with the National Housing Bank guidelines. The Company has also adheredto the compliance requirement in terms of the said policy relating to the monitoring andreporting of cash / suspicious transactions. The Company furnishes to FinancialIntelligence Unit (FIU) India in the electronic medium information of all cashtransactions of the value of more than Rupees ten lakh or its equivalent in foreigncurrency and suspicious transactions whether or not made in cash in terms of the saidPolicy.

FAIR PRACTICE CODE

Your Company has in place a Fair Practice Code (FPC) which includes guidelines onappropriate staff conduct when dealing with the customers and on the organization’spolicies vis--vis client protection. The FPC captures the spirit of the National HousingBank guidelines on fair practices for Housing Finance Companies.

During the year under review FPC was modified by the Board and the grievance redressalmechanism within the Company was further strengthened.

POLICY ON DISCLOSURE OF MATERIAL EVENTS AND INFORMATION

During the year under review your Company has adopted the Policy on Disclosure ofMaterial Events and Information in accordance with Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 to determine theevents and information which are material in nature and are required to be disclosed tothe Stock Exchanges.

CODE OF CONDUCT FOR BOARD MEMBERS AND THE SENIOR MANAGEMENT

Your Company has in place Code of Conduct for the Board of Directors and the SeniorManagement Personnel to set forth the guiding principles on which the Company and itsBoard and Senior Management Personnel shall operate and conduct themselves withmultitudinous stakeholders government and regulatory agencies media and anyone else withwhom it is connected. A declaration by Chief Executive Officer with regard to theCompliance with the said code forms part of this Annual Report.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

Your Company has formulated and adopted a Code for Prevention of Insider TradingPractices in accordance with the model code of conduct as prescribed under the SEBI(Prohibition of Insider Trading) Regulations 2015 as amended. The code lays downguidelines which includes procedures to be followed and disclosures to be made whiledealing in the shares of the Company.

The code is applicable to the promoters directors senior designated employees andtheir dependents and the said persons are restricted from dealing in the securities of theCompany during the ‘restricted trading periods’ notified by the Company fromtime to time.

CODE OF BUSINESS ETHICS (COBE)

Your Company has adopted a Code of Business Ethics (COBE) which lays down theprinciples and standards that govern the activities of the Company and its employees toensure and promote ethical behavior within the legal framework of the organization.

WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has in place a Whistle Blower Policy which provides for avigil mechanism that encourages and supports its Directors and employees to reportinstances of illegal activities unethical behavior actual or suspected fraud orviolation of the Company’s Code of Conduct or Ethics Policy. It also provides foradequate safeguards against victimisation of persons who use this mechanism and directaccess to the Chairman of the Audit Committee in exceptional cases.

SEXUAL HARASSMENT POLICY

Your Company has in place a Policy on Prevention Prohibition & Redressal of SexualHarassment of Women at Workplace and an Internal Complaints Committee (ICC) has beenconstituted thereunder. The Policy’s primary objective is to protect the womenemployees from sexual harassment at the place of work and also provides for punishment incase of false and malicious representations. During the year no complaints were receivedin this regard.

COMPREHENSIVE RISK MANAGEMENT POLICY

Your Company is committed to manage its risk in a proactive manner and has adopted astructured and disciplined approach to risk management by developing and implementing riskmanagement framework. With a view to manage its risk effectively your Company has in placea Comprehensive Risk Management Policy which covers a formalized Risk ManagementStructure along with other aspects of risk management i.e. credit risk managementoperational risk management market risk management and enterprise risk management. TheRisk Management Committee of the Board on periodic basis oversees the risk managementsystems processes and minimization procedures of the Company

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Your Company has framed Corporate Social Responsibility Policy (CSR Policy) as per theprovisions of the Companies (Corporate Social Responsibility Policy) Rules 2014 asamended which inter-alia lays down the guidelines and mechanism for undertakingsocially useful projects for welfare and sustainable development of the community atlarge. As per the provisions of Section 135 of the Companies Act 2013 the Company hasconstituted a Corporate Social Responsibility Committee. The Committee assists the Boardin fulfilling its duty towards the community and society at large by identifying theactivities and programmes that can be undertaken by the Company in terms of theCompany’s CSR Policy. The composition of the CSR Committee and its terms of referenceare given in the Corporate Governance Report forming part of this Annual Report.

However Company has adopting CSR Policy and constituted CSR Committee on voulantorybasis.

REMUNERATION POLICY

The Board of Directors had on the recommendation of the Nomination & RemunerationCommittee Appointed Mr. Avinash Bhatnagar Independent Director as chairman Mr. AmritSingh Rajpurohit and Mrs. Rajni Gehlot Independent Director as Member.

The Company follow a Policy on remuneration of Directors and senior managementEmployees The Policy is approved by the Nomination & Remuneration Committee and theBoard and is marked as Anexure-I

VIGIL MECHANISM

Fraud free and corruption free work culture has been core to the Company. on view ofthe potential risk of fraud and corruption due to rapid growth and geographical spread ofoperations the company has put an even greater emphasis to address this risk.

The Audit Committee of the Company is also looking for prevent the fraud under theVigil mechanism for the Company.

RELATED PARTY TRANSACTIONS POLICY

Your Company has in place Related Party Transaction Policy intended to ensurerequisite approval reporting and disclosure of transactions between the Company and itsrelated parties. The said policy also defines the materiality of related partytransactions and lays down the procedures of dealing with related party transactions.

During the year under review the Related Party Transaction Policy was amended to alignthe same with the requirements of Companies (Amendment) Act 2015 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The objective of a familiarization programme is to ensure that the non-executivedirectors are updated on the business environment and overall operations of the Company.This enables the non executive directors to make better informed decisions in the interestof the company and its stakeholders.

LISTING OF SHARES OF THE COMPANY

Your Company’s equity shares continue to remain listed on BSE Limited. As per therequirements of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 which came in effect from December 1 2015 ashortened version of the Uniform Listing Agreement was signed by the Company with BSELimited. Your Company has paid the listing fees as payable to the BSE Limited for thefinancial year 2016-17 on time.

DIRECTORS AND KEY MANAGERIAL PERSONAL

Appointment of Independent Directors

The Board appointed all the existing Independent Directors viz. Mr. Amrit SinghRajpurohit and Mrs. Rajni Gehlot as Independent Director under Section 149 of theCompanies Act 2013 for a term of Five Years from the 9th Annual general Meeting.

The Shareholder approves their appointment in Annual General Meeting held on 10thSeptember 2014.

The Board appointed existing Independent Directors viz. Mr. Avinash Bhatnagar asIndependent Director under Section 149 of the Companies Act 2013 for a term of Five Yearsfrom the 10th Annual general Meeting.

The Shareholder approved their appointment in Annual General Meeting held on 08thAugust 2015

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and theprovisions of Regulation 16(1)(b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

Based on the confirmations received none of the Directors are disqualified for beingappointed/re-appointed as directors in terms of Section 164 the Companies Act 2013.

Declaration from Independent directors on Annual basis:

The Company has received necessary declaration from each Independent Director of theCompany Under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence as laid down in Section 149(6).

Retirement of Director by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association Mr. Nirmal Kumar Jain Director of your Company being the longestin office among Directors who are liable to retire by rotation retires by rotation andbeing eligible; offers himself for reappointment at the ensuing Annual General Meeting.

Stock Option

During the year under review no stock options were issued to the Directors of theCompany.

BOARD EVALUATION

PERFORMANCE EVALUATION

The provisions of the Companies Act 2013 mandates formal annual evaluation of theBoard of Directors its committees and individual Directors. Schedule IV of the CompaniesAct 2013 also requires the performance evaluation of Chairman & Managing Director andNon Executive Directors and Board as a whole to be carried out at a separate meeting bythe Company’s Independent Directors. It also states that performance evaluation ofIndependent Directors shall be done by the entire Board excluding the Director beingevaluated. The provisions of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 also require that the Board shall monitorand review the Board Evaluation Framework. The annual performance evaluation of the Boardas a whole all Directors as well as the evaluation of the Board Committees includingAudit Committee Nomination & Remuneration Committee Risk Management CommitteeStakeholders’ Relationship Committee and Corporate Social Responsibility Committeeof the Board of Directors of the Company was carried out.

MEETINGS

Your Company holds at least four Board meetings in a year one in each quarterinter-alia to review the financial results of the Company. The Company also holdsadditional Board Meetings to address its specific requirements as and when required. Allthe decisions and urgent matters approved by way of circular resolutions are placed andnumbered and noted at the subsequent Board meeting. Annual calendar of meetings of theBoard are finalized well before the beginning of the financial year after seekingconcurrence of all the Directors.

During the financial year 2015-16 six (6) Board Meetings were convened and held. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015. The details of the Board composition itsmeetings held during the year along with the attendance of the respective Directorsthereat are set out in the Corporate Governance Report forming part of this Annual Report.

The Company’s Independent Directors meet at least once in every financial yearwithout the presence of Executive Directors or management personnel. The IndependentDirectors of the Company met once during the year on March 15th 2016 to review theperformance of Non-Independent Directors and the Board as a whole review the performanceof the Chairperson of the Company and access the quality quantity and timeliness of flowof information between the company management and the Board.

BOARD COMMITTEES

Your Company has a duly constituted Audit Committee as per the provisions of Section177 of Companies Act 2013 and provisions of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board of Directors has constituted four other committees namely – Nominationand Remuneration Committee Stakeholders’ Relationship Committee Risk ManagementCommittee and Corporate Social Responsibility Committee which enables the Board to dealwith specific areas / activities that need a closer review and to have an appropriatestructure to assist in the discharge of their responsibilities.

The Audit Committee and other Board Committees meet at regular intervals and ensure toperform the duties and functions as entrusted upon them by the Board.

The details of the Audit Committee and other Board Committees are also set out in theCorporate Governance Report forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions i.e. transactions ofmaterial nature with its promoters directors or senior management or their relativesetc. that may have potential conflict with the interest of company at large. Transactionsentered with related parties as defined under the Companies Act 2013 and provisions ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year 2015-16 were mainly in the ordinary course ofbusiness and on an arm’s length basis.

Details of RPT in Form AOC-2 attached to Board report may also be referred to andmarked as Anexure-II

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURT OR TRIBUNALS

The Company has been following directions guidelines circulars issued by SEBI BSEMCA NHB etc. from time to time relating to listed companies and that the regulations ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 are now applicable to the listed compaies w.e.f. December 2015

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has appointed a Chartered Accountant as an Internal Auditor of theCompany who reports to the Audit Committee and to the Board of Directors of the Company.The Internal Auditor conducts comprehensive audit of functional areas and operations ofthe Company to examine the adequacy of and compliance with policies procedures statutoryand regulatory requirements. Significant audit observations and follow up actions thereonare reported to the Audit Committee. The Audit Committee reviews adequacy andeffectiveness of the Company’s internal control environment and monitors theimplementation of audit recommendations.

The audit function maintains its independence and objectivity while carrying outassignments. It evaluates on a continuous basis the adequacy and effectiveness ofinternal control mechanism. The function also proactively recommends improvement inpolicies and processes suggests streamlining of controls against various risks

Your Company has laid down set of standards processes and structure which enables itto implement internal financial control across the Company and ensure that the same areadequate and operating effectively.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed Mr. Ronak Jhuthawat Proprietress of M/s Ronak Jhuthawat &Co. Practicing Company Secretaries Udaipur to undertake the Secretarial Audit of theCompany for the financial year 2015-16. The Secretarial Audit Report for the financialyear ended March 31 2016 is annexed as "Annexure - III" to this report. Thesaid report does not contain any qualification reservation or adverse remark howevercontains certain observations of the Secretarial Auditor which are self explanatory andthus do not call for any further comments.

AUDITORS

Statutory Auditors

M/s. Nyati Mundra & Co. (FRN 008153C) Chartered Accountants the Statutory Auditorshave not offered themselves to continue as Statutory Auditors of the Company in view oftheir pre-occupation with other work. The Board places on record its appreciation for theservices rendered by them during their tenure with the Company.

Based on the recommendation of the Audit Committee the Board of Directors haveappointed M/s. H.R. Jain & Co. (FRN 000262C) as the Statutory Auditors of the Companysubject to the approval by the Members of the Company in the Company’s ensuing annualgeneral meeting. M/s. H.R. Jain & Co. shall hold office for the first term of fiveyears from the conclusion of the 11th Annual General Meeting until the conclusion of the16th Annual General Meeting of the Company (subject to ratification of their appointmentby the Members at every subsequent Annual General Meeting). The proposal for theirappointment as Statutory Auditors of the Company is included in the Notice of the ensuingannual general meeting for approval of the Members of the Company. M/s. H.R. Jain &Co. has furnished written consent and a confirmation to the effect that they are notdisqualified to be appointed as the Statutory Auditors of the Company in terms of theprovisions of Companies Act 2013 and Rules framed thereunder. In terms of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 they have confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the ICAI.

Notes to Accounts and Auditors Report

The notes to the accounts referred to in Auditors Report are self-explanatory and donot call for any further comments. The Statutory Auditors Report does not contain anyqualification reservation or adverse remark.

QUALIFICATIONS IN AUDIT REPORTS:

There are no qualifications reservations or adverse remarks or disclaimer made—

(a) By the statutory auditor in his report; and

(b) By the company secretary in practice in his secretarial audit report;

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

i) that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

ii) that such accounting policies as mentioned in Note of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2016 and of the profit of the Company for theyear ended on that date;

iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) that the annual financial statements have been prepared on a going concern basis;

v) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section titled ‘Report on CorporateGovernance’ forms part of this Annual Report.

The Report on Corporate Governance also includes certain disclosures that are requiredas per Companies Act 2013. The certificate by the Statutory Auditors confirmingCompliance with the conditions of Corporate Governance as stipulated in Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed as ‘Annexure V’ to this report. The said certificate forfinancial year 2015-16 does not contain any qualification reservation or adverse remark.

In terms of Section 136 of the Act the Reports and Accounts are being sent to themembers and others entitled thereto.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return as at March 31 2016 in the prescribed form MGT 9 forms part of thisreport and is annexed as "Annexure IV".

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company’s operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the National Housing BankSecurities and Exchange Board of India Ministry of Corporate Affairs Registrar ofCompanies Financial Intelligence Unit (India) the Company’s Customers Bankers andother Lenders Members and others for their continued support and faith reposed in theCompany. The Board also places on record its deep appreciation for the dedication andcommitment of the employees at all levels as their hard work co-operation and support hadenabled the Company to maintain its consistent growth. The Directors would also like tothank the BSE Limited National Securities Depository Limited Central DepositoryServices (India) Limited and the Credit Rating Agencies for their continued co-operation.

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysisdescribing the Company’s objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company’s operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

Registered office For and on behalf of the Board
AKME Business Center (ABC)
4-5 Subcity Center Savina Circle
Udaipur-313002
Date : 30.08.2016 Mohan Lal Nagda Nirmal Kumar Jain
(Managing Director) (Director)
DIN 00211925 DIN 00240441

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