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Anandam Rubber Company Ltd.

BSE: 532597 Sector: Financials
NSE: ANANDAMRUB ISIN Code: INE618N01014
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Anandam Rubber Company Ltd. (ANANDAMRUB) - Director Report

Company director report

DIRECTORS' REPORT

To the Members of The Anandam Rubber Company Limited

The Directors have pleasure in presenting before you 73rd Annual Report of the companytogether with the Audited statements of Accounts for the year ended March 31 2016.

FINANCIAL PERFORMANCE:

The summarized results of the Company are given below:

Particulars 2015-16 2014-15
Rs Rs
Gross Income 491331.67 2412280.17
Profit/loss before taxation (1163135.51) 1471464.35
Provision for taxation (359408.87) 447920.00
Profit/loss after taxation (803726.63) 1023544.00
NON RECURRING AND EXCEPTIONAL ITEMS: -
Excess provision created on Income Tax written back -
Profit and loss account balance as at April 1 214229.35 335804.00
Available for appropriation (589497.28) 1359348.00
Appropriations: -
Bonus Issue -
Transfer to General Reserve -
Proposed dividend - 912000.00
Corporate income tax on equity dividend - 233119.00
Excess Dividend Tax provision of FY 2014-15 46088
Profit and Loss Account Balance (543409.28) 214229.00

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

No Material changes and commitments affecting the financial position of the Companyhas been occurred between the end of the financial year 2015-16 and till the date of thisreport.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board’s Report there was not anychange in the nature of Business.

DIVIDEND

The Directors do not recommend any dividend for the year under review in view of lossesincurred.

BOARD MEETINGS

The Board of Directors met 8 (Eight) times on 20.04.2015 20.05.2015 25.06.201529.07.2015

21.08.2015 30.10.2015 15.12.2015 and

13.02.2016 and in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013 and the SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015.

Presently the Board is made up of one Executive Director and three Non-executiveDirectors that includes one Woman Director and other two are independent. The chairpersonof the Board is a Non-executive Director. All the Directors expect Independent Directorsand Managing Director are liable to retire by rotation as per the provisions of theCompanies Act 2013. The time gap between any two meetings did not exceed 120 days. Duringthe year under review none of the Directors of the Company was a member of more than 10specified Committees or Chairman of more than 5 such

Committees in companies in which he/she was a Director. Your Company's Directorspromptly notify any change(s) in the committee positions as and when they take place.

The Composition category and attendance of each Director at the Board and AnnualGeneral Meeting and Number of other Directorship and Chairmanship / Membership ofCommittee of each Director in various companies are as follows:

Name of the Director Attendance Particulars

No. of other Directorships

Committee membership

Board Meetings Last AGM Director Chairman Member Chairman No of shares held % of holdings
NON-EXECUTIVE DIRECTORS
Dr. LEELAMMA T J 8 Yes None None None None 350022 11.51
V M PAULOSE* 3 Yes None None None None 357624 11.76
JAYA PAUL* 3 Yes None None None None 354880 11.67
INDEPENDENT DIRECTORS
P P ZIBI JOSE 8 Yes 4 None None None 24846 0.8
SANTHOSH M SUNNY 8 No 2 None None None None None
EXECUTIVE DIRECTOR
Nirej V Paul 8 Yes None None None None 607510 19.98

Notes:* Resigned from the board with effect from 25.07.2015.

None of the Non Executive Directors serve as Independent Directors in more than sevenlisted companies and none of the Executive or Whole-time Directors serve as IDs on anylisted company

DIRECTORS AND KEY MANAGERIAL PERSONNEL INDUCTION

Mr. V.M Paulose Chairman and Mrs. Jaya Paul Non Executive Director have resigned fromthe board on 25th June 2015 as a part of reconstitution made in the board for complyingthe Clause 49 requirement of Listing agreement on board composition. Mrs. BhagavathySankaranarayanan Company Secretary & Compalince Officer of the company has alsoresigned from the Company on 15th December 2015. The board places on record itsappreciation for the services rendered by Mr. V.M Paulose Mrs. Jaya Paul and Mrs.Bhagavathy Sankaranarayanan during their tenure with the company

Since Mr. V M Paulose Chairman resigned from the Board Dr. Leelamma T J was appointedas the new chairperson for the company with effect from 25th June 2015. On therecommendations of the Nomination and Remuneration Committee and in compliance with SEBI(Listing Obligation and Disclosure Requirement) regulation 2015 and companies Act 2013the Board appointed Mr. Nidhin Jose as Chief Financial Officer & Company Secretary forthe company on the board meeting

held on 15th December 2015 with effect from the same day onwards. The said appointmentis also in compliance with the provision of Articles of Association of the company. He isthe Compliance Officer of the company.

COMMITTEES OF THE BOARD

The Board of Directors is constituted with three Committees of the Board - the AuditCommittee the Nomination and Remuneration Committee the Stakeholders' RelationshipCommittee. The role and composition of these Committees are as follows:

I. AUDIT COMMITTEE

The Audit Committee which acts as a link between the management external and internalauditors and the Audit Committee is responsible for overseeing the Company's financialreporting process by providing direction to audit function and monitoring the scope andquality of statutory audits.

Composition

The Audit Committee comprises of Mr. P P Zibi Jose Mr. Santosh M Sunny IndependentDirectors

and Mr. Nirej V Paul Executive Director as the Members.

On 25th June 2015 V. M Paulose Chairman resigned from the Board and consequently hismembership in the Committee also ceased. Dr. Leelamma T J has been appointed as the newChairperson for the company and subsequently her membership in the Audit Committee hasbeen replaced with Mr. Nirej V Paul Executive Director of the company.

All members of the Audit Committee are financially literate and one-half of the membershave expertise in accounting/financial management. Mr. P P Zibi Jose the Chairman - AuditCommittee was present at the 72nd Annual General Meeting held on September 30 2015. Mr.Nidhin Jose Company Secretary is the Secretary to the Committee. The Audit Committee ofthe Company inter alia provides reassurance to the Board on the existence of aneffective internal control environment overseeing the Company's financial reportingprocess and the disclosure of its financial information to ensure that the financialstatement is correct sufficient and credible.

Meetings and Attendance

The Audit Committee met on 4 (Four) times ie on 20.05.2015 29.07.2015 30.10.2015 and

13.02.2016 during the year ended 31st March 2016 and the time gap between any twomeetings did not exceed more than four months.

Name of Members Category No of Meetings attended
P P Zibi Jose Non Executive Independent Director 4
Santosh M Non Executive 4
Sunny Independent Director
Leelamma T Non Executive 1
J* Director
V M Paulose* Non Executive Director 1
Nirej V Paul** Executive Director 3

Notes:* Resigned from the Committee with effect from 25.07.2015.

**Appointed to the committee on 25.07.2015

ii. NOMINATION AND REMUNERATION COMMITTEE

The purpose of the Committee is to oversee the Company's nomination process for thesenior management and specifically to identify screen and review individuals qualified toserve as Executive Directors Non Executive Directors and Independent Directors consistentwith criteria approved by the Board and to recommend for approval by the Board nomineesfor election at the AGM of the shareholders.

The Committee also discharges the Board's responsibilities relating to compensation ofthe Company's Executive Directors and senior management. The Committee has the overallresponsibility of approving and evaluating the compensation plans policies and programmesfor Executive Directors and the senior management. The Committee reviews and recommends tothe Board to approve for the Executive Directors the base salary incentives/commissionother benefits compensation or arrangements and executive employment agreements. TheCommittee further coordinates and oversees the annual self-evaluation of the performanceof the Board Committees and of individual Directors.

Composition

The Nomination and Remuneration Committee comprises of Mr. P P Zibi Jose IndependentDirector Mr. Santosh M Sunny independent Director and Dr. Leelamma T J Non-executiveDirector as Members of the Committee. Mrs. Jaya Paul stepped down as a Director w.e.f.June 25 2015 respectively and consequently her membership in the Committee (wherein shewas member) also ceased.

The meeting of the Nomination and Remuneration Committee was held 1(one) time duringthe year ended 31 March 2016 on 15.12.2015.

Name of Members Category No of Meetings attended
P P Zibi Jose Non Executive Independent Director 1
Santosh M Sunny Non Executive Independent Director 1
Leelamma T J Non Executive Director 1
Jaya Paul* Non Executive Director 0

Notes:* Resigned from the Committee with effect from 25.07.2015.

iii. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The remit of the Committee is to consider and resolve the grievances of the securityholders of the Company including complaints relating to transfer and transmission ofsecurities nonreceipt of dividends and such other grievances as may be raised by thesecurity holders from time to time.

The Committee also reviews the manner and timelines of dealing with complaint lettersreceived from Stock Exchanges/ SEBI/ Ministry of Corporate Affairs etc. and the responsesthereto. Based on the delegated powers of the Board of Directors Company Secretaryapprove the Share transfers/ transmissions on a regular basis and the same is reported atthe next meeting of the Committee and to the board normally held every quarter.

Composition

The Stakeholders’ Relationship Committee reconstituted with Mr. P P Zibi JoseIndependent Director Mr. Santosh M Sunny independent Director and Dr. Leelamma T JNon-executive Director as Members of the Committee. Mr. V M Paulose has stepped down as aDirectors w.e.f. June 25 2015 respectively and consequently his membership in theCommittee (wherein he was member) also ceased.

The Company Secretary is the Secretary to the Committee and the Compliance Officerappointed for the compliance of capital market related laws. The meeting of theStakeholders’ Relationship Committee was held 1(one) time during the year ended 31March 2016 on 29.07.2015.

Name of Members Category No of Meetings attended
P P Zibi Jose Non Executive Independent Director 1
Santosh M Sunny Non Executive Independent Director 1
Leelamma T J Non Executive Director 1
V M Paulose* Non Executive Director -
Nirej V Paul* Executive Director -

Notes:* Resigned from the Committee with effect from 25.07.2015.

Status of investor complaints during the year given below:

No. of investor complaints received No. of complaints Disposed No. of complaints Pending at the end of the year
Nil Nil Nil

DISCLOSURES UNDER SEBI (LISTING

OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATION 2015

A. RELATED PARTY TRANSACTIONS

During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material as stipulated in the SEBI(ListingObligation and Disclosure Requirement) Regulations 2015. Details of the transaction areprovided in Form AOC-2 which is attached as Annexure-6 to this Report.

B. MANAGEMENT DISCUSSION AND ANALYSIS REPORT.

Management Discussion and Analysis Report comprising of all information as prescribedunder Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015is attached along with this report. Senior Management is not having any materialfinancial and commercial transactions with personal interests. Since in the absence of anytransaction there is no conflict with the interest of the Company.

C. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has not adopted any alternative accounting treatment prescribeddifferently from the Accounting Standards.

D. MANAGING DIRECTOR / CHIEF FINANCIAL OFFICER (CEO/CFO) CERTIFICATION

All the Directors (and also the members of the Senior Management) have affirmed inwriting their compliance with and adherence to the Code of Conduct adopted by the Company.The Managing Director has given a certificate of compliance with the Code of Conductwhich forms part of Annexure-2 as required under SEBI (Listing Obligation &Disclosure Requirement) Regulation 2015.

The Managing Director / Chief Financial Officer (CEO/CFO) certification on financialreporting and internal controls to the Board in terms of the SEBI (Listing Obligation& Disclosure Requirement) Regulation 2015 is attached as Annexure-3 to Director'sReport.

E. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

By virtue of Regulation 15(2)(a) of SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015 as the paid up capital of the Company is less than Rs. 10Crores and Net worth of the Company is less than Rs. 25 Crores Corporate Governance isNot Applicable to our Company.

F. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED ACCOUNT:

As per the provisions of Regulation 39 (4) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Schedule VI of the Regulations theunclaimed/undelivered shares lying in possession of the Company will be dematerialised andtransferred into an "Unclaimed Suspense Account". Presently Company is nothaving any equity shares which are remaining as unclaimed. Hence none of the shares arecredited towards Demat Suspense Account.

STRICTURES AND PENALTIES

There have been no instances of non-compliance by the Company on any matters related tothe capital markets nor have any penalty/strictures been imposed on the Company by theStock Exchanges or SEBI or any other statutory authority on such matters during the lastthree years. Your Company has complied with the mandatory requirements of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. Characteristics expectedof all Directors include independence integrity high personal and professional ethicssound business judgment ability to participate constructively in deliberations andwillingness to exercise authority in a collective manner. The policy on appointment andremoval of Directors is annexed to this report [Annexure -4].

ANNUAL EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors by seeking their inputs on various aspects of Board/CommitteeGovernance. The aspects covered in the evaluation included the contribution to andmonitoring of corporate governance practices participation in the longterm strategicplanning and the fulfillment of Directors' obligations and fiduciary responsibilitiesincluding but not limited to active participation at the Board and Committee meetings.The Board considered and discussed the inputs received from the Directors. The meeting ofthe Independent directors without the presence of Non- Independent Directors and membersof the Management was duly held for annual evaluation on 13.02.2016.

COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT

Based on the recommendations of the Nomination and Remuneration Committee the Boardhas approved the Remuneration Policy for Directors KMP and all other employees of theCompany. As part of the policy the Company strives to ensure that:

a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

b) Relationship between remuneration and performance is clear and meets appropriateperformance benchmarks; and

c) Remuneration to Directors KMP and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of the Company and its goals. The Remuneration Policy for Directors KMPand other employees is annexed to this report [Annexure 5].

INDEPENDENT DIRECTORS

Your Company appointed Independent Directors who are renowned people havingexpertise/experience in their respective field/profession. None of the IndependentDirectors are Promoters or related to Promoters. They do not have pecuniary relationshipwith the Company and further do not hold two percent or more of the total voting power ofthe Company.

Every Independent Director at the first meeting of the Board in which he/sheparticipates as a Director and thereafter at the first meeting of the Board in everyfinancial year gives a declaration that he/she meets the criteria of independence asrequired under Section 149(7) of the Companies Act 2013. All Independent Directorsmaintain their limits of directorships as required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Company had issued a formal letter ofappointment to all Independent Directors and the terms and conditions of their appointmenthave been disclosed in the website of the Company.

MEETING OF INDEPENDENT DIRECTORS

The meeting of the Independent directors without the presence of Non- IndependentDirectors and members of the Management was duly held. At this meeting the IndependentDirectors inter alia evaluated the performance of the NonIndependentDirectors and the Board of Directors as a whole evaluated the performance of the Chairmanof the Board and discussed aspects relating to the quality quantity and timeliness of theflow of information between the Company the Management and the Board.

Further As per section 149 of the Companies Act 2013 read with clause VII (1) of theschedule IV and rules made thereunder the independent directors of the company had ameeting on 13.02.2016 reviewed the performance of Board Chairman of the Board and ofNon-Executive Directors. The meeting recognized the significant contribution made by Dr.Leelamma TJ and Mr. Nirej V Paul in the shaping up of the company and putting the companyon accelerated growth path. They devoted more time and attention to bring up the companyto the present level.

INDEPENDENT DIRECTORS DECLARATION

The independent Directors have submitted their disclosures to the board that theyfulfill all the requirements as stipulated in section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under provisions of theCompanies Act 2013 and the relevant rules. The board of Directors declares that theappointment of Independent Directors P P Zibi Jose and Santosh M Sunny are;

(a) In the opinion of the Board are persons of integrity and possesses relevantexpertise and experience.

(b) Who were not a promoter of the company or its holding subsidiary or associatecompany

(c) Who are not related to promoters or directors in the company its holdingsubsidiary or associate company

(d) Who had no pecuniary relationship with the company its holding subsidiary orassociate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year

(e) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent. or more of its gross turnover of total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

(f) Who neither himself nor any of his relatives-

1. holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the current financial year in which he/ she isproposed to be appointed.

2. is or has been an employee or proprietor or a partner in any of the three financialyears immediately preceding the current financial year of— a. a firm of auditors orcompany secretaries in practice or cost auditors of the company or its holding subsidiaryor associate company; or

b. any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to ten per cent. or more of the grossturnover of such firm

3. holds together with his/her relatives two per cent or more of the total voting powerof the company

4. is a Chief Executive or director by whatever name called of any nonprofitorganisation that receives twenty-five per cent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company

RE-APPOINTMENTS

As per the provisions of the Companies Act 2013 Dr. Leelamma T.J will retire at theensuing Annual General Meeting and being eligible seek reappointment. The Boardrecommends her reappointment. Sub-section (13) of Section 149 of Companies Act 2013provides that the provisions of retirement by rotation as defined in subsections (6) ofSection 152 of the Companies Act 2013 shall not apply to such Independent Directors.Hence none of the Independent Directors will retire at the ensuing Annual GeneralMeeting. Further as stipulated in Sub-section (2) of Section 196 of Companies Act 2013Managing Director also cannot seek reappointment one year before the expiry of his tenure.

Dr. Leelamma T J shall retire by rotation at the ensuing Annual General Meeting and iseligible for reappointment. Details of Director seeking reappointment as required underregulation 36 (3) of SEBI (LODR) regulation 2015 are as follows.

Name of Director LEELAMMA T J
DIN 03407620
Date of Birth 26/05/1943
Date of Appointment 09/02/2011
Qualifications DHM
Expertise In Specific Functional Area Doctor Agriculture investment
Details Of Other Directorship NIL
Membership/ Chairmanship of committees of other companies NIL
Number of shares held in the Company 350022

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted a Code of Conduct as per SEBI (Prohibition of Insider Trading)Regulations 2015. All Directors Designated Employees who could have access to theUnpublished Price Sensitive Information of the Company are governed by the Code. Duringthe year under review there has been due compliance with SEBI (Prohibition of InsiderTrading) Regulations 2015.

COMPANY SECRETARY AND COMPLIANCE OFFICER

During the year the board appoints Mr. Nidhin Jose as Chief Financial Officer &Company Secretary Key Managerial Personal and Compliance Officer for the Company. Theappointment was effective from 15th December 2015. Mrs. Bhagavathy Sankaranarayanan hasresigned from the post of Company Secretary & Compliance Officer on 14th December2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed; and that no material departures have been made from the same;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS ANDINTERNAL CONTROL SYSTEM

The Board has adopted the policies and procedures for ensuring the orderly andefficient

conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Internal Financial Controls were reviewed periodically by Audit Committee as wellas by the Board. Further the Board annually reviews the effectiveness of the Company'sinternal control system.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Listing Agreement the Board ofDirectors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same washosted on the website of the Company.

This Policy inter-alia provides a direct access to the Chairman of the Audit Committeefor employees and other stakeholders. Your Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that nocomplaints were received during the year.

Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.anandamrubberco.com/arc/index.ph p?r=site/corporate.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. The Companyhas not received any Complaint under this policy during the year 2015-16.

FRAUD REPORTING:

There were no cases of Fraud reported to the Audit Committee/ Board in the company tilldate.

AUDITORS

STATUTORY AUDITORS

M/s. Mohan and Ravi Chartered Accountants having office at 39/5528C SA Road Cochin- 36

are the statutory auditors of the Company. Members of the Company at the Annual GeneralMeeting held on 16th August 2014 had approved the appointment of M/s. Mohan and RaviChartered Accountants having office at 39/5528 C SA Road Cochin - 36 as the StatutoryAuditors for the Company for a term of 3 years i.e. till the conclusion of the 74th AnnualGeneral Meeting (AGM). As required by the provisions of the Companies Act 2013 theirappointment should be ratified by members each year at the AGM. Accordingly requisiteresolution forms part of the notice convening the Annual General Meeting.

SECRETARIAL AUDITORS

Section 204 of the Companies Act 2013 inter-alia requires every listedcompany to annex with its Board's report a Secretarial Audit Report given by a CompanySecretary in practice in the prescribed form. The Board of Directors appointed BVR &Associates Practicing Company Secretaries as Secretarial Auditor to conduct SecretarialAudit of the Company for Financial Year 2015-16 and their report is annexed to this Boardreport [Annexure 7]. The findings of the Secretarial audit have been satisfactory.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as perprovisions of Companies Act 2013 and rules thereto is annexed to this report [Annexure8].

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016 are annexed to this report [Annexure 1].

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations.

RISK MANAGEMENT POLICY

Since SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Criteriaexclude our company from ambit of complying with the requirements of Corporate Governancenorms and the Company no longer needs to constitute Risk Management Committee. Hence theRisk Management Committee dissolved in board meeting held on 13.02.2016. Considering thesize of the company now the KMPs of the company is entrusted with the risk management forthe company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Provisions of Section 186 of the Companies Act 2013 are given in Note 2.9 2.10 of theNotes to the financial statements.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 regarding energyconservation and technology absorption are not applicable to your Company.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year the Company had no direct Foreign Exchange Earnings and Expenditure.

DEPOSITS

During the year the Company has not accepted any deposits under the Companies Act2013.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES/ JOINT VENTURES:

The company is not having any subsidiaries/Associates/ Joint venture.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

Shares of the Company can be held and traded in electronic form. As stipulated by SEBIthe shares of the Company are accepted in the Stock Exchanges for delivery only indematerialisation form. Your Company confirms that the entire Promoter's holdings are inelectronic form and the same is in line with the direction issued by SEBI. The equityshares of the Company are also having good liquidity.

The Equity shares of the Company have been admitted for Demat with NSDL & CDSL. TheISIN No. allotted to the Company is INE618N01014.

Shareholders can avail the Demat facility and get their shares in the physical formdematted. You may contact M/s. SKDC Consultants LTD our Registrars and Share TransferAgents whose address is given hereunder for any assistance in this regard.

SKDCCONSULTANTS LTD

P.B. No. 2016 Kanapathy Towers 3rd Floor

1391/A-1 Sathy Road Ganapathy Coimbatore -

641006

Ph : 0422- 65499952539835 - 836

Fax:0422 - 2539837

E-mail : info@skdc-consultants.com

Website : www.skdc-consultants.com

Share holders are advised to demat their holdings at the earliest.

UNCLAIMED DIVIDEND

The Company was paying continues dividend for last so many years and it is noted thatsome shareholders are not encashing dividend warrants in time. Pursuant to Section 124 ofThe Companies Act 2013 all unclaimed dividends upto financial year 2007 - 08 have beentransferred to Investor Education and Protection Fund. Unclaimed dividends from thefinancial year 2008 - 09 to 2014 - 15 is kept by the company in the separate bankaccounts. Those shareholders failed to collect dividend in time are advised to write tothe company with details so that the company can sent fresh dividend warrants.Shareholders are requested to intimate the company any change in their address registeredwith company. Details of dividend declared for the financial years from 2008-09 onwardsare given below:

SL. No Financial Year Dividend % Dividend Amount
1 2008-09 10 Rs. 1 per share
2 2009-10 10 Rs. 1 per share
3 2010-11 10 Rs. 1 per share
4 2011-12 10 Rs. 1 per share
5 2012-13 9 Rs.0.90per share
6 2013-14 10 Rs. 1 per share
7 2014-15 3 Rs. 0.30 per share

LISTING STATUS

The Board of Directors is happy to inform you that our company got listed at NationalStock Exchange of India Limited (NSE) on 30.11.2015. The Equity Shares of the company iscurrently trading at NSE under Stock Code ANANDAMRUB.

SHARE TRANSFER SYSTEM

The Company's share-transfer work physical and electronic form is being done by theRegistrars and Share Transfer Agents. Application for share transfer held in physical formare received both at the Registered Office of the Company and at the office of theRegistrar/Share Transfer Agent of the Company and if the documents are found to be inorder the transfer work is completed and the

documents are returned with in a period of 30 days from the date of receipt.

ACKNOWLEDGEMENT

The directors place on record their sincere appreciation for the continued supportextended to the company by the valued customers esteemed shareholders bankers auditorscompany secretaries and staff.

ON BEHALF OF THE BOARD OF DIRECTORS

DR. LEELAMMA T.J

(DIN:03407620)

CHAIRPERSON

Place: Cochin Date: 25.08.2016