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Apis India Ltd.

BSE: 506166 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE070K01014
BSE LIVE 11:18 | 05 Dec 16.80 0.30
(1.82%)
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16.80

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16.80

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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 16.80
PREVIOUS CLOSE 16.50
VOLUME 1
52-Week high 16.80
52-Week low 12.03
P/E 0.94
Mkt Cap.(Rs cr) 9.26
Buy Price 16.80
Buy Qty 25291.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.80
CLOSE 16.50
VOLUME 1
52-Week high 16.80
52-Week low 12.03
P/E 0.94
Mkt Cap.(Rs cr) 9.26
Buy Price 16.80
Buy Qty 25291.00
Sell Price 0.00
Sell Qty 0.00

Apis India Ltd. (APISINDIA) - Director Report

Company director report

DIRECTORS’ & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Dear Shareholders

Your Directors have pleasure in presenting 33rd Director’s Report alongwith the Management Discussion and Analysis Report and the Statements of Audited Accountsfor the Financial Year ended March 31 2015.

1. CORPORATE OVERVIEW :

Apis India Limited is a leading honey processor in India and Master Franchisee of USAPretzel chain Wetzel’s Pretzels and is currently having its corporate headquarter inDelhi with manufacturing plant in Roorkee Uttrakhand.

Your company prepares it financial statements in compliance with Companies Act 1956and Accounting Standards as applicable. The estimates and judgments relating to thefinancial statements are made on a prudent and reasonable basis so as to reflect in atrue and fair manner. The form and substance of transactions are reasonably present yourcompany’s state of affairs profits and cash flow for the year ended March 31 2015.

2. FINANCE AND ACCOUNTS :

The financial statements of your company for the year ended March 31 2015 have beenprepared in accordance with revised schedule VI and accordingly the previous year figureshave been regrouped / recast wherever necessary.

3. FINANCIAL PERFORMANCE:

The financial highlights of the company for the year ended March 31 2015 are givenbelow:

(Amount in Rs. Lacs)

Particulars March 31 2015 March 31 2014
Net Sales / Income from Operations 11867.62 10203.66
Other Income 1.46 12.21
Less: Interest & Finance Charges 485.08 391.54
Less: Depreciation 197.34 57.80
Profit before Tax 988.03 990.68
Provision for Tax including the MAT Credit (Netted off) during the year 117.51 85.84
Profit after Tax 858.01 904.84
Add: Balance in Profit & Loss Account 1599.76 711.30
Amount Available for Appropriation 2457.77 1616.14
Appropriations:
Dividend on Preference Shares 14.00 14.00
Tax on Dividend 2.85 2.38
Reserves excluding revaluation reserves (Closing Balance) 2440.92 1599.76

4. FINANCIAL REVIEW:

TURNOVER

There has been increase in revenue during the period under review. This year it hasbeen able to achieve the Net Sales of Rs. 11189.22 lakhs compare to previous year Rs.9878.51 lakhs including revenues from food division. The other Operating Revenue has alsobeen increased to Rs. 557.16 lakhs (previous year325.15 lakhs). The overall growth comesat outstanding 15%.

The Other Income which comprises of Interest Income and other miscellaneous income isRs. 1.46 lakhs as compared to the last year which was Rs. 12.21 lakhs.

The company’s export has been increased to Rs. 8037.68 lakhs from Rs. 6999.12lakhs during the year under review achieving a growth of 15 %.

PROFITABILITY AND EARNING PER SHARE

The Operating Profit (Earnings before interest tax and depreciation) to Rs.988.03lakhs as compared to Rs. 990.68 lakhs in the previous year.

During the year company’s net profit after tax is amounted to Rs. 858.01 lakhs ascompared to Rs. 904.83 lakhs in the previous year.

Earnings per share were Rs.15.57 as compared to Rs.16.42 in the previous year.

TRANSFER TO RESERVES

Your company proposes to transfer 858.01 lakhs to Reserve and Surplus account of thebalance sheet. This increases the amount of closing balance of the Reserves and Surpluscomes to Rs. 2435.79 lakhs (previous year Rs. 1600.46 lakhs) after paying the dividend onPreference Shares.

DIVIDEND

Considering the expansion plans of the company the Board of Directors are unable torecommend any dividend for the financial year ending March 31 2015 on the Equity Sharesof the company.

However the company has proposed dividend on 4% Preference Shares of the company @ 4%amounting to Rs. 4/-per share. The dividend pay-out amount on preference sharesaggregating to Rs. 14.00 lakhs ( previous year Rs. 14.00 lakhs). The dividend distributiontax on the recommended dividend amounts to Rs. 2.85 lakhs (previous year Rs. 2.38 lakhs).

5. OPERATIONS REVIEW:

The honey is collected from the beekeepers in the fields and after processing the sameends up in sophisticated export and domestic market where the norms are very stringentregarding honey being a food product.

6. EXPORTS

The continued thrust on export activities and quality of products manufactured by thecompany has resulted in an phenomenal increase in direct exports from Rs. 8037.68 lakhs inprevious year to Rs. 6999.12 lakhs in current year showing an increase of about 15%(approx.).

7. FOOD DIVISION

The food division of the company is also achieving growth at a rapid pace. As on 31stMarch 2015 the company was running total four stores across India two at Bangaloreand one at Pune and signed up for the territory franchisee for Delhi/ NCR and oneindividual franchisee each in Delhi and Bangalore.

Store Position

City Current No. of Stores
1. New Delhi and Gurgaon 3
2. Bangalore 2
3. Pune 1
Total 6

8. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis Report is presented in a separate sectionwhich forms part of this Director’s Report.

9. EXPANSION/NEW PROJECT

A. NEW PROCESSING PLANT- ROORKEE

The company had decided to open one more plant at Khasra No. 72 Village MakhiyaliDundi Pargana Peerpura Road Near Hyundai Showroom Roorkee Uttarakhand-247667 nearby toexisting plant. Lease agreement for the plant being already entered in respect of land.The civil construction had already been completed at site.

This will enhance the company’s strength and ability to handle the growing marketdemand which is on increasing pace every year.

10. SUBSIDIARY COMPANY:

The Company has no subsidiary as on date.

11. CREDIT RATING:

CRISIL Limited is one of the most experienced and leading credit rating agencies in thecountry today. The grading services offered by CRISIL employ pioneering concepts andmethodologies.

CRISIL has assigned rating of CRISIL BB+ (Double B+) for Long term Bank Facilities andCRISIL A4+ (A Four +) for short term Facilities during the previous financial year.

12. LISTING:

The Equity Shares of your company are listed with Bombay Stock Exchange (BSE) Limited.

13. PARTICULARS OF EMPLOYEES:

Pursuant to Section 217(2A) of the Companies Act 1956 read with Companies (Particularsof Employees) Rules 1975 as amended names and other particulars of employees arerequired to be attached to this report.

However as per Section 219(1)(b)(iv) of the Companies Act 1956 the report and annualaccounts of your company sent to the shareholders do not contain the said annexure. Anymember desirous of obtaining a copy of said annexure may write to your Company Secretaryat the registered office of the company.

14. INSURANCE:

All the properties of the company including plants & machinery stocks buildingetc. are adequately insured and protected against various risk.

15. DEPOSITS

The company has not accepted any deposits from public within the meaning of Section 58Aof the Companies Act 1956 and rules made there under.

16. DIRECTORS:

Mr. Sushil Gupta and Mrs. Shalini Malik Directors retire by rotation at theforthcoming Annual General Meeting on September 28 2015 and being eligible offerthemselves for re-appointment. The brief resume of the directors are given in the notesappended with the Notice of Annual General Meeting.

Your Directors recommended to pass the resolutions related to the re-appointment of Mr.Sushil Gupta & Mrs. Sunita Shalini Malik as Directors of your company.

17. AUDITORS:

(A) STATUARY AUDITORS

M/s Sudhir Agarwal & Associates Chartered Accountants New Delhi holds office asa Statutory Auditor until the conclusion of forthcoming Annual General Meeting of thecompany and are eligible for re-appointment to audit the accounts of the company.

The company has received a requisite certificate pursuant to Section 224 (1B) of theCompanies Act 1956 from M/s Sudhir Agarwal & Associates Chartered AccountantsStatutory Auditor of the company regarding their eligibility for re-appointment as anAuditor of the company.

(B) SECRETARIAL AUDIT

Pursuant to provisions of The Companies Act 2013and the Companies ( Appointment andRemuneration of Managerial Personnel) Rules 2014 the company has appointed M/sAggarwal Charu & Associates New Delhi a firm of company Secretary in Practice toundertake the secretarial audit of the company for the year 2014-15. The report of thesecretarial audit is annexed herewith. The board has further appointed them as secretarialauditor for the financial year 2015-16

18. AUDITORS REMARKS:

The Auditor’s Report along with Notes on Financial Statements are self –explanatory and do not call for any further comments.

19. CORPORATE GOVERNANCE:

The company is committed to maintain the highest standards of corporate governance.Your company is in compliance with the requirements and disclosures with respect to theCode of Corporate Governance as required under Clause 49 of the Listing Agreement enteredinto with the Stock Exchanges. As a listed company necessary measures are taken to complywith the Listing Agreement with the Stock Exchanges.

A separate section on corporate governance forming part of the Directors’ Reportand the certificate confirming on corporate governance for the year ended March 31 2015from M/s Umesh Kumar & Associates Company Secretaries New Delhi is attached heretoand forms part of this Annual Report as Annexure ‘B’.

20. CODE OF CONDUCT

The code of conduct laid down by the Board is in operation in the company. All Boardmembers and senior management personnel have affirmed the compliance with the code. Thedeclaration to this effect is enclosed to the corporate governance report.

21. FIXED DEPOSITS

Your company has not raised any public deposits during the period under review withinthe meaning of Section 58A of the Companies Act 1956. There was no public depositoutstanding as at the beginning or at the end of the period.

22. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956 in relation to financialstatements for the Financial Year ending March 31st 2015 the Board ofDirectors report that: -

a) In the preparation of the annual accounts for the period ended March 31 2015 theapplicable accounting standards have been followed;

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 March31 2015 and of the profit of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956safeguarding of the assets of the company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts for the period ended on March 312015 on a going concern basis.

23. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act 1956 readwith Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988are given as an Annexure to this Report.

24. FOREIGN EXCHANGE EARNING AND OUTGO

Details of expenditure and earning in foreign currencies are given as an annexure tothis report.

25. INTERNAL AUDITOR

Your Company has appointed M/s Mukhtar Alam & Associates Chartered Accountant NewDelhi as Internal Auditor for the year 2015-16.

26. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the a reference to the web-link to the CSR CompaniesAct 2013 and (Corporate Social Responsibility Policy) Rules 2014 and other applicableprovisions your company has already constituted the corporate social responsibilitycommittee vide its board meeting dated The said committee has already framed the CSRpolicy vide its meeting dated and board has approved the policy in its meeting held onsame date. The provision of CSR has already been implemented in the company.

1. A BRIEF OUTLINE OF THE CSR POLICY OF THE COMPANY

In the CSR policy your company has mainly focused on education eradicating hunger malnutrition and other areas as mentioned in the rules as under the companies act 2013As per policy all the CSR activities and expenses thereof will be approved/ratified andrecommended to the board for final approval. CSR policy is available on the website of thecompany.

2. COMPOSITION OF THE CSR COMMIITEE

Name of the Members Designation
1. Mr. Vimal Anand Chairman
2. Mr. Karan Ahooja Vice-Chairman
3. Mr. Sushil Gupta Member
4. Mrs. Sunita Chaddha Member

3. Average net profit of the Company in the last three financial years.

Average Net profit:613.29

4. Prescribed C.S.RExpenditure:. The company is required to spent Rs.Rs. 12.27 Lakhs

5. Details of CSR spend for the financial year: Financial Year 2014-2015 Total Amountspent for the financial year: Rs. 12.50 Lakhs

Amount unspent if any: NIL

Manner in which the amount spent during the financial year is detailed below:

Project Sector Location Amount outlay Amount spent Cumulative expenditure Amount Spent; direct or through implementing agency
1. Shri Sanatan Dharm Sabha Eradication of Hunger and Poverty New Delhi N.A. 400000/- 400000/- Direct
2. J.N. Educational Society Promotion of Education New Delhi N.A. 850000/- 850000/- Direct

27. DISCLOSURES PURSUANT TO SECTION 197(12) AND RULE 5 OF COMPANIES APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL RULES 2014

Required disclosures are as under;

1. THE RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEESREMUNERATION OF THE COMPANY FOR THE FY 2014-2015

(Amount in RS.)

Name Designation CTC Median Employee Salary Ratio
1 Mr.Vimal Anand Managing Director 3060000 136700 22.38:1
2 Mr. Amit Anand Joint Managing Director 3000000 136700 21.95:1
3 Mr. Deepak Anand Director 600000 136700 5.32:1

Note-Required median has been calculated by considering the annual costof the company(CTC) for the Directors and Employees.

2. THE PERCENTAGE INCREASE IN REMUNATION OF EACH DIRECTOR CHIEF FINANCIALOFFICER CHIEF EXECUTIVE OFFICER COMPANY SECRETARY OR MANAGER IN THE FINANCIAL YEAR2014-15

The changes made in the remuneration of each director chief financial officer chiefexecutive officer company secretary or manager in the financial year is as follows:-

Name Designation Remuneration paid in FY Remuneration paid in FY Change Percentage
2013-14 2014-15 (%)
1 Mr. Vimal Anand Managing Director 2640000 3060000 420000 15.90
2 Mr. Amit Anand Joint Managing Director 2604000 3000000 396000 15.21
3 Mr. Deepak Anand Director 600000 600000 0 0
4 Mr. Vikas Agarwal Company Secretary 349000 414000 18.62

3. THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THEFINANCIAL YEAR

The details of percentage increase in the median remuneration of employees in thefinancial year are as follows

Median of Common employees from Apr-14 & Mar-15

(Amount in RS.)

Remuneration of Apr-14 (Total earning + Employer PF) Remuneration of Mar-15 (Total earning + Employer PF) Increase Percentage
(%)
22540 24750 2210 9.80

4. THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF COMPANY

The number of permanent employees on therolls of the company as on 31stMarch2015 is 71.

NAME OF THE COMPANY As on 31st March 2014 As on 31st March 2015 % CHANGE DURING THE YEAR
(No. of Employees on Payrolls) (No. of Employees on Payrolls)
APIS INDIA LTD. 89 71 -13.92

5. THE EXPLANATION ON THE RELATINSHIP BETWEEN AVERAGE INCREASE IN REMUNERATIONAND COMPANY PERFORMANCES

COMPANY PERFORMANCE

(Amount in Rs.)

PARTICULARS FINANCIAL YEAR 2013- 2014 FINANCIAL YEAR 2014- 2015 % CHANGE
TOTAL REVENUE 1021587000 1186908000 16.18
PROFIT BEFORE TAX 99068000 98803000 -00.27
PROFITAFTER TAX 90483000 85801000 -5.17
TOTAL REMUNERATION 29921000 27746000 -7.45
PAID

The overall remuneration paid by the company has come down by 7.45% as compared toprevious financial year. Most of the employees of the company have only the fixedcomponents with negligible variable components hence the remuneration paid does not varywith the revenue of profit after tax of the company. The nature of the business of thecompany directly relates with market conditions economic environment governmentstability and various other factors. The company has the practice of having a long termrelationship with its employees and thus do not have major impact of increase / decreasein revenue or change in market conditions. The company evaluates its employeesKMP’s as per nomination and remuneration and evaluation policy adopted by the board.

6. COMPARISION OF THE REMUNERATION OF THE KEY MANAGERIAL AGAINST THE PERFORMANCEOF THE COMPANY

(Amount in Rs.)

Name Designation Remuneration paid in FY 2013-14 Remuneration paid in FY 2014-15 Change Percentage
(%)
1 Mr. Vimal Anand Managing Director 2640000 3060000 420000 15.90
2 Mr. Amit Anand Joint Managing Director 2604000 3000000 396000 15.21
3 Mr. Deepak Anand Director 600000 600000 0 0
4 Mr. Vikas Agarwal Company Secretary 349000 414000 65000 18.62

The standalone profit after tax of the company has decreased during the currentfinancial year i.e. 2014-15 by 5.17% as compared to FY 2013-14. The remuneration of theKMP’s are duly reviewed on annual basis keeping in mind the tenure the pastperformance and current performance. The remuneration of directors has reviewed this year.

7. AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF EMPLOYEES OTHER THANTHE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILEINCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THEREARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN THE MANAGERIAL REMUNERATION

The details relating to the average percentile increases in the salary from lastfinancialyear is as follows :

(Amount in Rs.)

Remuneration paid to employees excluding managerial personnel for the FY 2013-14 Remuneration paid to employees excluding managerial personnel for the FY 2014-15 % change in remuneration paid to employees excluding managerial personnel Remuneration paid to managerial personnel for the FY 2013-14 Remuneration paid to managerial personnel for the FY 2014- 15 % change in Remuneration paid to managerial personnel
24077000 21086000 -12.42% 5844000 6660000 13.96

28. ACKNOWLEDGEMENT & APPRECIATION:

Your company wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work solidarity and support yourcompany’s achievements would not have been possible.

Your Directors would like to thank all its shareholders bankers and various otherstatutory authorities for the faith reposed and supporting in endeavor of the company.

Last but not the least the Board is extremely thankful to all the domestic andoverseas customers who have been a source of strength in our growth progress and we wouldlike to express our gratitude to them.

For and on behalf of the Board of Directors

Amit Anand

(Jt. Managing Director)

Vimal Anand

(Managing Director)

Place: New Delhi

Date: September 1 2015

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 2015

[Pursuant to Section 2049(1) of the Companies Act 2013 and RuleNo. 09 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To The Member

Apis India Limited 18/32 East Patel Nagar New Delh-1100352

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Apis India Limited (hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided usreasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorised representatives during theconduct of secretarial audit we hereby report that in our opinion the Company has during the audit period covering the financial year ended on March 31 2015 complied withthe Statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the extent in the manner and subject to the reporting made hereinafter.

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of;

1. The Companies Act 2013 (the Act) and the rules made there under;

2. The Securities Contracts ( Regulation) Act 1956(SCRA) and the rules made thereunder;

3. The Depositories Act 1996 and the Regulations and Bye-law framed hereunder;

4. Foreign Exchange Management Act 1999 and the rules and regulations made there underto the extent of Foreign Direct Investment and Overseas Direct Investment;

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India 1992 ( ‘ SEBI Act’);

(a) The Securities and Exchange Board of India( Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India ( Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India ( Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India ( Issue and Listing of Debt Securities)Regulations 2008; (f) The Securities and Exchange Board of India ( Registration to anIssue and Share Transfers Agents ) Regulations 1993;

(g) The Securities and Exchange Board of India ( Delisting of Equity Shares)Regulations 2009;

(h) The Securities and Exchange Board of India (Buyback of Securities ) Regulations1998;

6. Other Laws applicable to the Company ;

i. Drugs and Cosmetics Act 1940

ii. Industrial Disputes Act 1947

iii. The Payment of Wages Act 1936

iv. The Minimum Wages Act 1948

v. Employee State Insurance Act 1948

vi. The Employee Provident Fund and Miscellaneous Provisions Act 1952

vii. The Payment of Bonus Act 1965

viii. The Payment of Gratuity Act 1972

ix. The Contract Labour( Regulation and Abolition) Act 1970

x. The Maternity Benefits Act 1961

xi. Competition Act 2002

xii. The Income Tax Act 1961

xiii. Shops and Establishments Act 1948

xiv. Legal Metrology Act 2009

xv. Drugs( Pricing Control) Order2013

xvi. The Central Excise Act 1944

xvii. The Customs Act 1962

xviii. The Finance Act 1994

We have also examined compliance with the applicable clause of the following;

I. The Secretarial Standards issue by the Institute of Company Secretaries of India.

II. The Listing Agreements entered into by the Company with Bombay Stock Exchange

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above.

We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder 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 anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarification on the agenda items before themeeting and for meaningful participation at the meeting.

All decision at Board Meetings and Committee Meetings are carried unanimously asrecorded in the minutes of the Meetings of the Board of Directors or Committee of theBoard as the case may be.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

(M/s Aggarwal Charu & Associates)

(Practicing Company Secretary)

Charu Aggarwal

Proprietor

ACS:32157

CP:12069

Place: Delhi

Date:22/08/2015

Note: This report is to be read with our letter of even date which is annexedas"ANNEXURE A" and forms an integral part if this report.

"ANNEXURE A"

To The Member

Apis India Limited 18/32 East Patel Nagar New Delhi-110008

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on the test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Where ever required we have obtained the Management representation about complianceof laws rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of efficacy or effectiveness with which the management has conducted theaffairs of the Company.

M/s Aggarwal Charu & Associates

(Practicing Company Secretary)

(Charu Aggarwal)

Proprietor

ACS:32157

CP:12069

Place: New Delhi

Date:22/08/2015

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