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Asian Oilfield Services Ltd.

BSE: 530355 Sector: Oil & Gas
NSE: N.A. ISIN Code: INE276G01015
BSE LIVE 15:47 | 20 Nov 199.20 4.85
(2.50%)
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192.00

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208.00

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 192.00
PREVIOUS CLOSE 194.35
VOLUME 29383
52-Week high 249.60
52-Week low 71.65
P/E 9960.00
Mkt Cap.(Rs cr) 587
Buy Price 203.00
Buy Qty 5.00
Sell Price 0.00
Sell Qty 0.00
OPEN 192.00
CLOSE 194.35
VOLUME 29383
52-Week high 249.60
52-Week low 71.65
P/E 9960.00
Mkt Cap.(Rs cr) 587
Buy Price 203.00
Buy Qty 5.00
Sell Price 0.00
Sell Qty 0.00

Asian Oilfield Services Ltd. (ASIANOILFIELD) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 24th Annual Report and the Company's auditedfinancial statement for the financial year ended March 31 2017. The consolidatedperformance of the Company and its subsidiaries has been referred to wherever required.

Financial Results :

The Company's financial performance for the year ended March 31 2017 is summarisedbelow :

(Rupees in Lacs)
Particulars Consolidated Standalone
2016-17 2015-16 2016-17 2015-16
Revenue from operations 12431.62 7766.76 4341.83 936.26
Other Income 388.05 2852.42 422.01 524.82
Total Revenue 12819.67 10619.18 4763.84 1461.08
Profit / (Loss) before Finance Cost Depreciation and Tax 461.54 346.74 1055.84 (1616.65)
Finance Cost 768.26 1089.18 459.82 542.76
Depreciation 1513.00 1777.81 526.06 599.05
Profit/(Loss) before tax (1819.71) (2520.25) 69.97 (2758.46)
Tax expenses 20.52 185.31 20.52 181.14
Net Profit/(Loss) after tax (1840.23) (2705.55) 49.45 (2939.60)

Dividend:

In view of inadequate profit the Board regrets its inability to recommend payment ofdividend to the shareholder's

Transfer to Reserves:

The Company does not propose to transfer any sum to the General Reserve in view ofinadequate profit.

Company's Performance:

On consolidated basis revenue from operations for the financial year 2016-17 stood atRs.12431.62 Lacs which was higher by 60.06% over last year (Rs.7766.76 Lacs in 2015-16).Net Loss for the year stood at Rs.1840.23 Lacs as against Rs.2705.55 Lacs of loss inthe previous year. On standalone basis revenue from operations for the financial year2016-17 is Rs.4341.83 Lacs which has increased as 4 times over last year (Rs.936.26 Lacsin 2015-16) whereas Net Profit for the year at Rs.49.45 Lacs as against Net Loss ofRs.2939.60 Lacs in the previous year.

Subsidiary Companies and Consolidated Financial Statements:

In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Subsidiaries the audited consolidated financial statement is providedin the Annual Report.

Subsidiary Companies:

The Company has 3 (three) subsidiaries as on March 31 2017. There are no associatecompanies within the meaning of Section 2(6) of the Companies Act 2013 ("Act").There has been no material change in the nature of business of the subsidiaries.

The Consolidated Financial Results reflect the operations of the Three subsidiariesviz. Asian Oilfield & Energy Services DMCC AOSL Petroleum Pte. Ltd. and Ivorene OilServices Nigeria Ltd (Step down subsidiary).

Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isannexed as Annexure A. Pursuant to the provisions of section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited accounts in respect of subsidiaries are also kept at theRegistered Office of the Company and are available on the website of the Company.

Performance of Subsidiaries:

Asian Oilfield & Energy Services DMCC Dubai

During the year net sales of Asian Oilfield & Energy Services DMCC increased fromRs.68.31 Crores in the previous year to Rs.85.33 Crores during the year 2016-17. Howeverit generated Net Loss of Rs.17.80 Crores against Loss of Rs.5.41 Crores in the previousyear.

Asian Oilfield & Energy Services DMCC has been exploring opportunities in selectcountries in the MEA Region which would have huge opportunities in the field of Oil andGas exploration.

AOSL Petroleum Pte. Ltd.

During the year AOSL Petroleum Pte. Ltd. registered no income and has caused Net Lossof Rs.1.09 Crores against net Loss of Rs.2.98 Crores in the previous year.

Ivorene Oil Services Nigeria Ltd.

Ivorene Oil Services Nigeria Limited is step down subsidiary of the Company in view ofpurchase of 99.99% shares by Asian Oilfield & Energy Services DMCC subsidiary of theCompany w.e.f. 14.03.2017.

Particulars of Loans Guarantees or Investments:

The Company has not given any loans or guarantees or made any investments incontravention of the provisions of the Section 186 of the Companies Act 2013. The detailsof the loans and guarantees given and investments made by the Company are provided in thenotes to the financial statements.

Related Party Transactions :

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of Company's business. The Company hasnot entered into any contract arrangement or transaction with any related party whichcould be considered as material as defined under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Board has approved a policy for related party transactions which has been uploadedon the website of the Company (www.asianoilfield.com).

All the related party transactions are placed before the Audit Committee as well as theBoard for approval on a quarterly basis. Omnibus approval was also obtained from the AuditCommittee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standard – AS18 are disclosed in thenotes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) ofsub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014 is furnished as Annexure B to this report.

Directors' Responsibility Statement :

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: a. In the preparation of annualaccounts for the year ended March 31 2017 the applicable accounting standards read withrequirements set out under Schedule III to the Act have been followed and there are nomaterial departures from the same; b. They have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at March 312017 and of the profit of the Company for the year ended on that date; c. They have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the this Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; d. They have prepared theannual accounts on a ‘going concern' basis ; e. They have laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and are operating effectively; and f. They have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.

Directors and Key Managerial Personnel:

During the year under review following changes occurred in the position of Directors/KMPs of the Company.

Directors:

During the year under review Mr. Ashwin Madhav Khandke Wholetime Director and Mr. RahulTalwar Group CEO and Director ceased to the Employee and Directors on resignation fromApril 21 2016 and May 7 2016 respectively. Whereas Mr. Gautam Gode Mr. Sanjay BhargavaMr. Vikram Ranjan Agawal and Ms. Sapna Kalantri the Directors representing erstwhilePromoter viz. Samara Capital Partners Fund I Ltd. ceased to be directors of the Companyon their respective resignations from August 5 2016. Mr. Rohit Agarwal who was appointedas an Additional Director with effect from August 5 2016 was appointed as Whole timeDirector for a period of 3 (three) years from August 5 2016.

Ms. Ahusha Mehta Mr. Gaurav Gupta and Mr. Ashutosh Kumar were appointed as AdditionalDirectors of the Company with effect from November 3 2016 February 22 2017 and March 12017 respectively. Mr. Rabi Narayan Bastia retires by rotation and being eligible hasoffered himself for re-appointment. In consideration of letter dated February 21 2017 ofMr. Rabi Narayan Bastia the Company accepted and effected change in stature of hisDirectorship from Promoter Director to the Professional Director on the Board of Directorsof the Company effective from February 22 2017.

Key Managerial Personnel :

During the year under report the following persons were Key Managerial Personnel ofthe Company :

1. Mr. Rohit Agarwal Wholetime Director (From August 5 2016)

2. Mr. Ashutosh Kumar CEO & Executive Director (From March 1 2017)

3. Mr. Rahul Jain Chief Financial Officer (From September 1 2016)

4. Ms. Kanika Bhutani Company Secretary and Compliance Officer

Declaration by Independent Directors :

The Company has received necessary declaration from all Independent Directors of theCompany confirming that they meet the criteria of independence laid down in Section 149(6)of the Companies Act 2013 as well as under Regulation 25 of SEBI (LODR) Regulations.There has been no change in the circumstances which may affect their status as independentdirector during the year.

Board Evaluation :

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBIListing Regulations').

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. In aseparate meeting of independent directors performance of non-independent directors andthe board as a whole was evaluated taking into account the views of executive directorsand non-executive directoRs.The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

Familiarization Programme for the Independent Directors:

In Compliance with the requirements of SEBI Regulations 2015 the Company has put inplace a familiarization programme for the Independent Directors to familiarize them withtheir role rights and responsibilities as Directors the working of the Company natureof the industry in which the Company operates business model etc. The details of thefamiliarization programme are explained in Corporate Governance Report.

Policy on Directors' appointment and Remuneration and other details:

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the Board's report.

Number of Meetings of the Board:

11 meetings of the Board were held during the year on May 26 2016 (adjourned BoardMeeting held on June 13 2016) August 5 2016 August 11 2016 September 28 2016November 8 2016 November 26 2016 December 27 2016 December 30 2016 February 102017 February 22 2017 and March 27 2017. For details of the meetings of the Boardplease refer to the Corporate Governance Report which forms part of this report.

Audit Committee:

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

Material changes and Commitments if any affecting the Financial Position of theCompany which have occurred between the end of Financial Year of the Company to which theFinancial Statement relate and the date of the report :

There were no material changes and commitments that have affected the financialposition of the Company which have occurred between the financial year ended on March 312017 and the report dated August 28 2017.

Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the SEBI Listing Obligations AndDisclosures Requirements Regulation (SEBI LODR) 2015 the Management Discussion andAnalysis has been given separately and forms part of this report.

Risk Management:

The Company has in place a Risk Management Policy pursuant to Section 134 of theCompanies Act and Regulation 21 of SEBI (LODR) Regulations. It establishes various levelsof accountability and overview within the Company while vesting identified managers withresponsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices inthe Company in the areas of risk identification assessment monitoring mitigation andreporting. Through this program each Function carried on project sites addressesopportunities and risks through a comprehensive approach aligned to the Company'sobjectives. The Company has laid down procedures to inform the Audit Committee as well asthe Board of Directors about risk assessment and management procedures and status. Thisrisk management process which is facilitated by internal audit covers riskidentification assessment analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlightsrisks associated with chosen strategies. The major risks forming part Risk Managementprocess are linked to the audit.

The Audit Committee of the Board of the Company has been entrusted with the task toframe implement and monitor the risk management plan for the Company and it isresponsible for reviewing the risk management plan and ensuring its effectiveness with anadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

Internal Financial Control Systems and their adequacy:

The Company has adequate internal control systems including suitable monitoringprocedures commensurate with its size and the nature of the business. The internal controlsystems provide for all documented policies guidelines authorization and approvalprocedures. The Company has M/s. S.P. Chopra & Co. the Firm of Chartered Accountantsas an Internal Auditor which carries out audits throughout the year. The statutoryauditors while conducting the statutory audit review and evaluate the internal controlsand their observations are discussed with the Audit committee of the Board.

Corporate Social Responsibility (CSR):

The Company has already constituted a Corporate Social Responsibility (CSR) Committeein accordance with Section 135 of the Companies Act 2013.

For the Company Social Responsibility is a key element of accountability and it willcontinue to strive in its behaviour and actions to surpass the levels of minimum statutorycompliance. The Company believes in the sustainable growth and prosperity of itsstakeholders and views its responsibilities not only as business responsibilities but asEthical and Social as well. The CSR policy of the Company is placed on the website of theCompany www.asianoilfield.com.

However in view of inadequate profit the Company has not pursued any initiative onCSR activities.

Safety Environment and Health:

The Company's commitment to excellence in Health and Safety is embedded in theCompany's core values. The Company has a stringent policy of ‘safety for all' whichdrives all employees to continuously break new ground in safety management for the benefitof people property environment and the communities where we operate on sites.

The Company respects human rights values its employees and the communities that itinterfaces with. The Company is aware of the environmental impact of its operations and itcontinually strives to reduce such impact by investing in technologies and solutions foreconomic growth.

The Company considers safety environment and health as the management responsibility.Regular employee training programmes are in place throughout the Company on SafetyEnvironment and Health and has well identified and widely covered safety management systemin place for ensuring not only the safety of employees but surrounding population of theproject sites as well.

Policy on prevention prohibition and redressal of Sexual Harassment at workplace :

The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the work place and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.

The Company has not received any complaint of sexual harassment during the financialyear 2016-17.

Vigil mechanism/ whistle blower policy :

There is a Whistle Blower Policy in the Company and that no personnel has been deniedaccess to the Chairman of the Audit Committee. The policy provides for adequate safeguardsagainst victimization of persons who use vigil mechanism. The Whistle Blower Policy isposted on the website of the Company www.asianoilfield.com.

Significant and material orders passed by the regulators or courts :

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

Disclosure requirements :

As per SEBI Listing Regulations Corporate Governance Report with the PracticingCompany Secretaries thereon and Management Discussion and Analysis are attached whichform part of this report.

Human Resources :

The human resource plays a vital role in the growth and success of an organization. TheCompany has maintained cordial and harmonious relations with employees across variouslocations.

Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

Deposits from Public :

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

Conservation of energy technology absorption foreign exchange earnings and outgo :

The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 are a. Conversation of Energy : NotApplicable b. Technology Absorption : NIL c. Foreign exchange earning & outgo :

(Amount in Rs.)
Sr. No. Particulars 2016-17 2015-16
a. Foreign Exchange
Earnings
Seismic Survey and other related Charges 2225023 Nil
Interest on loan to Subsidiary 16970413 19828173
b. Foreign Exchange outgo towards
Travelling expenses 405314 1309892
Capital goods 617772555 126846264
Revenue Payment Nil Nil

Particulars of Employees and Remuneration

The information required under Section 197 (12) of the Act read with Rule 5 (2) and (3)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in the Annexure C forming part of the Report.

In terms of the first proviso to Section 136 of the Act the Report and Accounts arebeing sent to the Shareholders excluding the aforesaid Annexure. Any Shareholderinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company. None of the employees listed in the said Annexure is related to anyDirector of the Company.

Auditors:

(1) Statutory Auditors:

Walker Chandiok & Co. LLP (WCC) Chartered Accountants were appointed as thestatutory auditors of the Company for a period of five years at the Annual General Meeting(AGM) of the Company held on 28th September 2015 to hold office from the conclusion of22nd AGM till the conclusion of 27th AGM to be held in 2020. As per the provisions ofSection 139(1) of the Act their appointment for the above tenure is subject toratification by members at every AGM. Accordingly ratification of the members is beingsought for appointment of statutory auditors as per the proposal contained in theResolution set out at item no. 3 of the notice. The Board commends the Ordinary Resolutionat item no. 3 for approval by the membeRs.None of the Directors or Key ManagerialPersonnel (KMP) or relatives of Directors and KMPs is concerned or interested in theResolution set out at item no. 3 of the accompanying notice.

A) The existing Auditors in their Report to the members have given one qualifiedopinion in their Report reading as under; "As stated in Note 40 to the accompanyingstandalone financial statements the Company's trade receivables short-term loans andadvances and long-term loans and advances as at March 31 2017 include Rs.90.99 lacsRs.104.05 lacs and Rs.108.71 lacs (as at March 31 2016: Rs.601.18 lacs Rs.532.76 lacsand Rs.128.71 lacs respectively) being considered good and recoverable by the management.However in the absence of sufficient appropriate evidence we are unable to comment uponthe recoverability of the aforesaid trade receivables short-term loans and advances andlong- term loans and advances and the consequential impact if any on the accompanyingstandalone financial statements. Our audit opinion on the standalone financial statementsfor the year ended March 31 2016 was also qualified in respect of this matter." Inresponse thereto it was pointed out and emphasised that the Management is doing regularefforts to recover the moneys and in view of these efforts it is the view of themanagement that these amounts that are due would appear to be recoverable.

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of

Directors of the Company had appointed Mr. Jayesh Vyas of M/s. Jayesh Vyas andAssociates Practicing Company Secretary to undertake the Secretarial Audit of the Companyfor the year ended March 31 2017. The Secretarial Audit Report is annexed as

Annexure D.

The responses of your Directors on the observations made by the Secretarial Auditor areas follows:-

Response to Point No.1

The selected candidates for the post of Chief Financial Officer (CFO) did not join thecompany due to their various reasons. As a result the delay of 357 days occured inselection and recruitment of a proper person as a CFO for the Company.

Response to Point No.2

Your Company is law abiding entity and filed the necessary forms & returns withthe Registrar of Companies / MCA in time however due to non-availability of authorisedsignatory / Director in the office and inadvertently delay occurred in filing some forms.

Share Capital :

The paid up Equity Share Capital as on March 31 2017 was Rs.26.07 Crores. During theyear under review the Company has issued 1250000 equity shares and 14500000convertible warrants out of which 2500000 warrants were converted into Equity shares.The Company has not issued shares with differential voting rights. Although the Company inthe Extraordinary meeting of its shareholders held on March 27 2017 has attained theapproval for issuing ESOP to it Employees but It has not granted any employee stockoptions or sweat equity shares.

Employee Stock Option Plan (ESOP) :

During the year no new options have been granted under the ESOP.

Extract of Annual Return :

As provided under Section 92(3) of the Act the extract of Annual Return is given in AnnexureE in the prescribed Form MGT-9 which forms part of this report.

Acknowledgement :

The Board places on record its deep appreciation for the continued support receivedfrom various clients vendors and suppliers and technical partners Bankers GovernmentAuthorities Employees at all levels and Stakeholders in furthering the interest of theCompany.

On behalf of the Board of Directors
Naresh Chandra Sharma
Place : Mumbai Chairman
Date : July 28 2017

FORM AOC.1

Statement containing salient features of the financial statement of subsidiaries /associate companies / joint ventures [Pursuant to first proviso to sub-section (3) ofSection 129 read with Rule 5 of Companies (Accounts) Rules 2014]

Part "A": Subsidiaries

(Amount in Rs.)
Sl. No. Particulars Name of the Subsidiary
Asian Oilfield & Energy Services DMCC AOSL Petroleum Pte. Ltd. Ivorene Oil Services Nigeria Ltd.
1. Reporting period for the subsidiary concerned if different from the holding Company's reporting period NA NA NA
2. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. Reporting Currency uS$ Exchange rate uS$ = INR 64.8386 Reporting Currency uS$ Exchange rate uS$ = INR 64.8386 Reporting Currency Naira Exchange rate N = INR 0.21
3. Share capital 64838600 47656 2100000
4. Reserves & surplus (152082697) (96070965) 7022654
5. Total assets 913094447 17032063 215107822
6. Total Liabilities 1308901204 113055371 205985168
7. Investments NA NA NA
8. Turnover 853257877 Nil 3943003
9. Profit / (Loss) before taxation (178036208) (10915478) 3558315
10. Provision for taxation N.A. Nil N. A
11. Profit / (Loss) after taxation (178036208) (10915478) 22828501
12. Proposed Dividend NA NA N. A
13. % of shareholding 100% 100% 99.99%

Notes:

1. Reporting period and reporting currency of the above subsidiaries is the same asthat of the Company.

2. Investments exclude investments in subsidiaries.

3. There is no subsidiary which has been liquidated or sold during the year

For and on behalf of the Board
Ashutosh Kumar N.C. Sharma
CEO & Director Chairman
Place : Mumbai Rahul Jain Kanika Bhutani
Date : July 28 2017 Chief Financial Officer Company Secretary

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto.

Details of contracts or arrangements or transactions not at arm's length basis:

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contract or arrangements or transactions Date(s) of Approval by the Board Amount paid as advances if any Date on which the special resolution was passed in general meeting as required under first proviso to section 188
None*

* During the financial year 2016-17 no contract or arrangement or transaction wasentered into by the Company with the related parties which is not at arm's length basis.

Details of material contracts or arrangement or transactions at arm's length basis:

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the Contracts/ arrangements/ Transactions Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board Amount paid as advances if any
None*

** During the year under review no material transactions contracts or arrangements{as defined under the listing regulations or which were above the threshold limitsmentioned under Rule 15 of the Companies (Meetings of Board & its Powers) Rules 2014}were entered with the related parties by the Company. For details on related partytransactions members may refer to the notes to the standalone financial statement

For and on behalf of the Board of Directors

Naresh Chandra Sharma

Chairman

Disclosures required with respect to Section 197(12) of the Companies Act 2013 readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014]

a. The ratio of the remuneration of each Director to the median remuneration of theEmployees of the Company for the financial year:

Name of the Directors Ratio to median Remuneration
Non-executive Directors :
Mr. Naresh Chandra Sharma* -
Mr. Ajit Kapadia* -
Mr. Rabi Narayan Bastia* -
Ms. Anusha Mehta (w.e.f. November 3 2016) * -
Mr. Gaurav Gupta (w.e.f. February 22 2017)** -
Mr. Gautam Gode (upto August 5 2016)** -
Mr. Sanjay Bhargava (upto August 5 2016)** -
Mr. Vikram Agarwal (upto August 5 2016)** -
Ms. Sapna Kalantri (upto August 5 2016)** -
Mr. Rahul Talwar (upto May 7 2016)** -
Executive Directors
Mr. Ashwin Madhav Khandke (upto April 21 2016) @
Mr. Rohit Agarwal (w.e.f. August 5 2016) @
Mr. Ashutosh Kumar (w.e.f. March 1 2017) @

* Sitting fees are paid to Non-executive Directors and Independent Directors hence noratio is worked out. **No sitting Fee is/was paid for attending any meeting of theCommittee or of the Board.

@ The ratio of the remuneration of Director to the median remuneration of the Employeesare not given as the concerned directors were only for the part of the year.

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer

Company Secretary in the financial year :

Directors Chief Executive Officer Chief Financial Officer and Company % increase in remuneration
Secretary in the financial year
Mr. Naresh Chandra Sharma* -
Mr. Ajit Kapadia* -
Mr. Rabi Narayan Bastia* -
Mr. Gautam Gode (upto August 5 2016)** -
Mr. Sanjay Bhargava (upto August 5 2016)** -
Mr. Vikram Agarwal (upto August 5 2016)** -
Ms. Sapna Kalantri (upto August 5 2016)** -
Mr. Gautam Gode (upto August 5 2016) ** -
Mr. Ashwin Madhav Khandke Wholetime Director (upto April 21 2016)@
Mr. Rahul Talwar (upto May 7 2016) **
Mr. Rohit Agarwal Whole time Director (w.e.f. August 5 2016)@ -
Ms. Anusha Mehta (w.e.f. November 3 2016)*
Mr. Gaurav Gupta (w.e.f. February 22 2017)**
Mr. Ashutosh Kumar CEO & Director (w.e.f. March 3 2017)@ -
Mr. Rahul Jain Chief Financial Officer (w.e.f. September 1 2016)@
Ms. Kanika Bhutani 25.32

* The disclosures with respect to increase in salary and median are not given as thereis no Increase in the sitting fee for the meeting attended by the DirectoRs.

** The disclosures with respect to increase in salary and median are not given as theconcerned directors were Non- Executive and didn't drawn any remuneration/ sittingfee for the meeting attended of the Company

@ The disclosures with respect to increase in salary and median are not given as theconcerned directors were only for the part of the year.

c. The percentage increase in the median remuneration of employees in the financialyear : 22% d. The number of permanent employees on the rolls of Company : 230 e. Averagepercentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year and its comparison with the percentile increase inthe managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration : There were no suchemployees who are not Directors but received remuneration in excess of highest paidDirector during FY 2016-17. f. The key parameters for any variable component ofremuneration availed by the directors : Performance linked bonus is the only variablecomponent of remuneration availed by the DirectoRs.g. Affirmation that the remuneration isas per the remuneration policy of the Company : The Company affirms remuneration is as perthe remuneration policy of the Company.