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Autolite (India) Ltd.

BSE: 500029 Sector: Auto
NSE: AUTOLITIND ISIN Code: INE448A01013
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VOLUME 995
52-Week high 73.00
52-Week low 41.15
P/E 92.98
Mkt Cap.(Rs cr) 56.07
Buy Price 53.05
Buy Qty 185.00
Sell Price 0.00
Sell Qty 0.00
OPEN 54.00
CLOSE 53.25
VOLUME 995
52-Week high 73.00
52-Week low 41.15
P/E 92.98
Mkt Cap.(Rs cr) 56.07
Buy Price 53.05
Buy Qty 185.00
Sell Price 0.00
Sell Qty 0.00

Autolite (India) Ltd. (AUTOLITIND) - Director Report

Company director report

To

The Members

Autolite (India) Limited

Jaipur

Your directors have pleasure in presenting the 39th Annual Report togetherwith the Audited statement of accounts of Autolite (India) Limited for the year endedMarch 31 2016.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars

Consolidated

Standalone

31.03.2016

31.03.2015

31.03.2016

31.03.2015
Net Sales including Excise Duty 13502.70

12874.1 0

13476.48

12834.48
Total income after Excise Duty 12875.04

12313.18

12848.82

12274.85
Total Expense other than Interest Depreciation & Tax 11860.70

11555.53

11834.59

11518.14
Profit for the year (PBIDT) (Before Interest Tax Depreciation) 1014.34

757.65

1014.23

756.71
Financial Expenses 636.25

500.20

636.16

500.20
Cash Profit/(Loss) 378.09

257.45

378.07

256.51
Depreciation 234.10

203.76

234.10

203.76
Net Profit/Loss before Tax and Extra Ordinary Items 143.99

53.69

143.97

52.75
Provisions for Ta x 83.40

17.80

83.00

17.42
Extra Ordinary Gains/(Expenses) 0.00

0.00

0.00

0.00
Net Profit/(Loss) After Extra Ordinary Items 60.59

35.89

60.97

35.33

NOTE: The consolidate figures comprises of Autolite (India) Limited Jaipur and AutopalInc. USA which is Wholly Owned Foreign Subsidiary Company.

2. STATE OF COMPANY'S AFFAIRS:

In the year 2015-16 Indian Automotive Component Industry had witnessed marginal growthbut it is expected enough opportunities in the financial year 2016-17 as economic surveyfor 2016-17 gives a bright picture of Indian economy. The economic survey indicatesIndia's highest economic growth in the world. During the year under review the Companyreported Consolidated Gross Annual Turnover of Rs. 13502.70 Lakhs as against Rs. 12874.10Lakhs in financial year 2014-15 and earned Consolidated Net Profit of Rs. 60.59 Lakhs inthe year 2015-16 as against Rs. 35.89 Lakhs earned in the year 2014-15. With the expectedgrowth in Automobile Industry your Directors foresee substantial growth in Automotivedomestic market and OEMs which will push the growth of Automotive Component industry.

3. RECOMMENDATION OF DIVIDEND:

In order to conserve and plough back the resources your directors have not recommendedany dividend for the year on equity shares of the Company.

4. DIRECTORS' AND KEY MANAGERIAL PERSONNEL:

Mrs. Madhu Choudhary (DIN: 01768000) was appointed as an Additional Director by theBoard of Directors in their meeting held on February 14 2015. According to the agreedterms of her appointment inter alia as per the provisions of the Companies Act 2013 hertenure expired at the 38th Annual General Meeting of the Company held onSeptember 29 2015. Further with the proposal of her candidature for the appointment asDirector of the Company made by the member of the Company and she was appointed as theIndependent Director of the Company in the 38th Annual General Meeting of theCompany for a term of five (5) consecutive years.

At the 38th Annual General Meeting of the Company Mr. Mahi Pal GuptaChairman & Managing Director Mr. Amit Mahipal Gupta Whole-time Director and Mr.Adarsh Mahipal Gupta Whole-time Director were also reappointed for a fixed term of five(5) years.

5. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

In line with the provision of Section 149 (7) of the Companies Act 2013 the Board hasreceived the declarations from the Independent Directors of the Company that they meetsthe criteria of Independence as prescribed under Section 149 (6) of the Companies Act2013 read with the Rules made thereunder.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures;

ii. the Directors have 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 ended onMarch 31 2016 and of the profit of the Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts on a going concern basis.

v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed Report on Management Discussion and Analysis is annexed in (Annexure- 1)that forms part of this Board Report.

8. AUDITORS AND THEIR QUALIFICATION:

i. Statutory Auditors -

M/s H.C. Garg and Company Chartered Accountants (Firm Registration No. 000152C)were appointed as the Statutory Auditor of the Company for the consecutive term of three(3) years viz. from the conclusion of 37th Annual General Meeting of theCompany till the conclusion of 40th Annual General Meeting of the Companysubject to ratification by the members of the Company at every Annual General meeting ofthe Company.

The members of the Company ratified the appointment of M/s H.C. Garg and CompanyChartered Accountants (Firm Registration No. 000152C) to hold its office till theconclusion of 39th Annual General Meeting of the Company in its meeting held onSeptember 29 2015 but due to some preoccupancy M/s H.C. Garg and Company CharteredAccountants (Firm Registration No. 000152C) resigned from the office of StatutoryAuditor vide resignation letter dated August 24 2016. The Board after discussion acceptedthe resignation placed by the Statutory Auditor in their meeting held on August 31 2016.

To fill the casual vacancy of the Auditor the Board of Directors of the Company hasappointed M/s Madhukar Garg and Co. Chartered Accountants (Firm Registration No.000866C) as the Statutory Auditor of the Company in its

meeting held on August 31 2016 till the conclusion of 39th Annual GeneralMeeting of the Company. Further the Board recommends to the shareholders for theappointment of M/s Madhukar Garg & Co Chartered Accountants (Firm Registration No.000866C) as the Statutory Auditor of the Company for a term of five (5) consecutiveyears commencing from the conclusion of 39th Annual General Meeting till theconclusion of 44th Annual General Meeting of the Company.

The Audit Report given by M/s H.C. Garg and Company Chartered Accountants hereunder isforming part of the Annual Report.

Explanation by the Board on qualifications made by Statutory Auditor:

Auditor qualification no: 1

The Company has credited Rs.308.68 Lakhs in earlier years for export incentives inProfit & Loss Account on estimated basis. The concerned department has not acceptedthe claim. The Company is in the process to provide desired information. Further nopayment has been received upto 31.03.2016 against export incentives so credited.

Management reply to Auditor's Qualification:

The Company has recognized export incentive receivable on accrual basis as perprevailing provisions of the export incentive schemes announced by the Government of Indiafor export promotion. The Company has availed export claim in the year 2015-16 pertainingto earlier years from the Government. For balance amount claim of Rs. 308.68 LakhsCompany is in process of providing various documents clarifications and explanations asand when required by Government Authorities and Company hopes to get remaining claimssettled with the Government Authorities very soon.

Auditor qualification no: 2

No Provision for doubtful advance against job work for Rs. 606.72 Lakhs to a companywhich is registered as sick unit with Board for Industrial and Financial Reconstructionhas been made in Profit and Loss Account.

Management reply to Auditor's Qualification:

With regard to the advance made to a company which is registered with Board forIndustrial and Financial Reconstruction (BIFR) against which no provision was made wewish to state that the Company is doing job work exclusively for Autolite (India) Limitedon regular

basis for last many years and the manufacturing facilities are exclusively dedicatedfor the job work of Autolite (India) Limited. As Hon'ble BIFR has not passed the orderthe management is unable to quantify the sacrifice which the Company may have to make. TheCompany will recover the amount as per the scheme as and when sanctioned by Hon'ble BIFRand remaining amount will be written off in due course.

Auditor qualification no: 3

(i) The Company has lodged claims for development cost for Rs. 252.00 Lakhs and fordues against supplies for Rs. 3.16 Lakhs on Pal Peugeot Limited Mumbai before ReceiverHigh Court of Mumbai on 03.06.2004 under suit No. 3636 CR 1999 and further the claim wasalso filed before Official Liquidator Mumbai on 23.09.2006.

As per the information received the land of Pal Peugeot Limited is disposed-off by theReceiver/Official Liquidator and amount realized is Rs.726.00 Crore and settlement ofclaim process will start soon.

(ii) The Company has lodged criminal suit for loss on account of Debit of Duty FreeLicenses and clearing charged for Rs.62.00 Lakhs on M/s. Megha Enterprises Mumbai.

To recover the above amount the Company has lodged an FIR before the authorities.

In view of the ab ove the Management on the basis of legal opinion is of the view thatRs.90.00 Lakhs (which has been in credited in earlier years) is expected to be recoveredfrom both the parties and accordingly considered as claim receivable but no amount hasbeen recovered till date.

Management reply to Auditor's Qualification:

Regarding the observations made by Auditors for claim receivable of Rs. 90 Lakhs wecomment that Company has lodged claims of development cost and also the supplies againstPal Peugeot Limited Mumbai with receiver/ Official Liquidator attached to Bombay HighCourt. The Claim is under process and the Company hopes to get the amount of claims onfinal decision of Bombay High Court in respect of settlement of claims against Pal PeugeotLimited. Further company has filed criminal suit in the court against Megha Enterprisesfor loss of duty free license benefit and hopes to recover the same. Based on the legalopinion Management is of the view that Company shall be able to recover the amount innear future and as such it was recognized as claims receivable.

Auditor qualification no: 4

The Company has treated Deferred Revenue Expenditure for Rsl99.40 Lakhs as an asset inBalance Sheet. These expenditure are related to years upto 3l.03.20l3. The accountingpolicy adopted by the Company is contrary to the treatment prescribed in AS-26 (IntangibleAssets) which require such expenditure to be written off in Profit & Loss Statement inthe year of incurring expenditure.

Management reply to Auditor's Qualification:

Regarding the observations made by Auditors for the Accounting Standard AS-26(Intangible Assets) we comment that the Company had treated new export developmentexpenses through participation in Foreign Trade Fairs New product development andtechnical know how as deferred revenue expenses whose benefit shall accrue to the Companyover a period of time. Hence management had treated these expenses as deferred revenueexpenses which are to be amortized in subsequent five years. Now due to change inAccounting Standard on Deferred Revenue Expenditure issued by The Institute of CharteredAccountants of India the Deferred Revenue Expenditure are to be booked in full in theyear of its incurrence of the expenditure without any carry forward for future

period. Deferment of DRE is now not allowed as per change in Accounting Standard.During the year the Company has not booked any expenditure on DRE account. Howeverbalance of earlier years DRE for writing off remained Rs. l99.40 Lakhs which Company shallwrite off in the financial year 2016-17.

ii. Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhas appointed M/s JPS & Associates Company Secretaries (C.P. No.5161) as theSecretarial Auditor of the Company in its meeting held on August 26 2015 for theFinancial Year 2015-16. The Secretarial Audit Report is annexed in (Annexure-2 ) formingpart of the Board Report.

Explanation by the Board on qualifications made by Secretarial Auditor:

Secretarial Auditor qualification no: 1 & 2

1 There were instances of late deposit of statutory dues under various statutes.

2. There were instances of late filing of various forms and returns under variousenactments

Management reply to Secretarial Auditor's Qualification No 1 & 2:

Due to liquidity constraints there has been delay in depositing statutory dues withappropriate authorities during the period under review. However delay was not for theperiod exceeding six months. In view of the late deposition of statutory dues there wasdelay in filing returns with appropriate authorities.

Secretarial Auditor qualification no: 3

Non- Compliance u/s 185 of the Companies Act 2013

Management reply to Secretarial Auditor's Qualification No 3:

The Company is under the process of recovering the amount of advances made to theparties covered under Section 185 of the Companies Act 2013. The parties are in regularbusiness process as such management is confident to recover the amount in due course oftime.

Secretarial Auditor qualification no: 4

The Company has not applied for approval of Central Government for

re-appointment of Managing Director and Whole-time directors as per the provisions ofSection 196 197 and Schedule V of the Companies Act 2013

Management reply to Secretarial Auditor's Qualification No 4:

The Company is under the process of applying to the Central Government forre-appointment of Managing Director and Whole-time directors as per the provisions ofSection 196 197 and Schedule V of the Companies Act 201 3. Necessary facts figures anddocuments are being compiled for the above said purpose.

ill. Cost Auditor -

Pursuant to the provision of Section 148 of the Companies Act 2013 M/s PRJ &Associates Cost Accountants (Firm Registration Number: 101998) was appointed asthe Cost Auditors of the Company to carry out an audit of Cost Accounting Records of theCompany for the financial year 2015 -16. The due date for filing the Cost Audit Report forthe financial year 2015-16 with the Ministry of Corporate Affairs (MCA) is 180 days fromthe end of Company's financial year i.e. 27th September 2016.

Further the Board of Directors has appointed M/s PRJ & Associates

Cost Accountants as Cost Auditors of the Company for the financial year 2016 -17. Yourdirectors have proposed the ratification of remuneration by the members payable to PRJ& Associates Cost Accountants (Firm Registration Number: 101998).

9. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as perProvisions of Section 92 (3) Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 is annexed in (Annexure-3 ) formingpart of the Board Report.

10. BOARD AND COMMITTEE:

The Board of Directors met Eight (8) times during the Financial Year 201516 thedetails of which are given in the Corporate Governance Report annexed in (Annexure-4 )that forms part of this Board Report. The intervening gap between the meetings were withinthe period prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The Board of Directors have delegated their powers in compliance with the provisions ofCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 to the following committees of the Board.

i. Audit Committee

ii. Nomination & Remuneration Committee.

iii. Stakeholders' Relationship Committee.

iv. Share Transfer Committee.

The details of the abovementioned committees are given in the Corporate GovernanceReport annexed in (Annexure-4 ) that forms part of this Board Report.

11. RESERVES & SURPLUS:

Inter-alia with the provisions of Section 134(3) (j) of the Companies Act 2013 theCompany has not transferred any amount out of the profits to the Reserves of the Company.The detailed bifurcation of the Reserve & Surplus account is mentioned in (Note- 4) ofthe Notes of the Financial Statement that forms part of this Annual Report.

12. LOAN. GUARANTEE OR INVESTMENT:

The particulars of Loans Guarantees or investment made under the provision of Section186 of the Companies Act 2013 are given in the Financial Statements that forms part ofthis Annual Report.

13. RELATED PARTY TRANSACTIONS:

The Audit Committee reviews the policy from time to time and also reviews all theRelated Party Transactions to ensure that the same are in line with the provisions of Lawand Policy. The Committee approves the Related Party Transactions and wherever it is notpossible to estimate the value approves limit for financial year based on bestestimates. None of the transactions approved in the financial year breached Arm's lengthand ordinary course criteria and those are within materiality threshold.

All the Related Party Transactions entered during the year were in ordinary course ofthe Business and done on Arm's Length basis. No Material Related Party Transactions wereentered during the year by your Company. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is not applicable.

In conformity with the requirements of the Companies Act 2013 read with Regulation 23of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thepolicy to deal with Related Party Transactions was formulated which is also available onCompany's website at www.autopal.com .

14. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub Section (12) ofSection 143 during the year under review.

15. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION:

In terms of sub Section (3) of Section 178 of the Companies Act 2013 read withRegulation 19 of the Stock Exchange Board of India (Listing O b li gati o n and D i sc los ure s Requirement) Regulations 2015 the policy pertaining to Director's Appointmentand Remuneration is enumerated by the Company and the details are given in the CorporateGovernance Report annexed in (Annexure- 4) that forms part of this Board Report.

16. ANNUAL EVALUATION OF THE BOARDS PERFORMANCE:

In terms of clause (p) of sub Section (3) of Section 134 of the Companies Act 2013 andas per the policy framed and approved by the Board of Directors of the Company in linewith the terms of Regulation 19 of the Stock Exchange Board of India (Listing Obligationand Disclosures Requirement) Regulations 2015 the annual evaluation of the IndependentDirector's Board of Director's and its Committees are given in the Corporate GovernanceReport annexed in (Annexure- 4) that forms part of this Board Report.

17. CORPORATE SOCIAL RESPONSIBILITY:

In terms of clause (o) of sub Section (3) of Section 134 of the Companies Act 2013every Company is required to detail the expenditure made as Corporate SocialResponsibility but as per Section 135 of the Companies Act 2013 the provisions mentionedthereto doesn't apply on the Company.

18. CHANGE IN THE NATURE OF BUSINESS :

The Company is engaged in Production of Automotive Head Lamps and Halogen Bulbs andthere was no change in the nature of business during the year under review.

19. BUSINESS RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The main identified risks at the Company are commercial risks legal & regulatoryrisk. Your Company has established a comprehensive risk management policy to ensure thatrisk to the Company's continued existence as a going concern and to its development areidentified and addressed on timely basis. Risk management strategy as approved by theBoard of Directors is implemented by the Company management.

Your Company maintains an adequate and effective Internal Control System commensuratewith its size and complexity. Internal control systems provide among other things areasonable assurance that transactions are executed with Management authorisation and thatthey are recorded in all material respects to permit preparation of financial statementsin conformity with established accounting principles and that the assets of your Companyare adequately safe-guarded against significant misuse or loss. An independent InternalAudit function is an important element of your Company's internal control system. Theinternal control system is supplemented through an extensive internal audit programme andperiodic review by Management and Audit Committee.

The Company has in place adequate Internal Financial Controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

20. MATERIAL CHANGES AND COMMITMENT AFFECTING COMPANY'S BUSINESS:

Except as disclosed elsewhere in this Report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

21. COMPANIES CEASED TO BE ITS SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE:

During the year under review the Company is having a wholly owned subsidiary in USA byname Autopal INC. USA. The AOC-1 as prescribed under Section 134 of the Companies Act2013 is annexed in (Annexure-6) forming part of this Board Report. The Company washaving one Indian associate private Company which has ceased to continue as its associateCompany.

22. SIGNIFICANT OR MATERIAL OREDRS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S FUTURE OPERATIONS:

There is no significant or material order passed during the year by any regulatorscourts or tribunals impacting the going concern status of the Company or its futureoperations.

23. SEXUAL HARRASMENT:

The Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat

workplace (Prevention Prohibition and Redressal) Act 2013.

24. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION:

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in (Annexure- 8) thatforms part of this Board Report.

Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. As per the provisions ofSection 136 of the Act the Report and Accounts are being sent to the shareholders of theCompany and others entitled thereto.

25. DEPOSITS:

There was no deposit at the beginning of the financial year. Further your Company hasnot accepted any fixed deposits under Chapter V of Companies Act 2013 during thisfinancial year and as such no amount on account of principal or interest on deposits frompublic was outstanding as on 31st March 2016. Since there were no depositsoutstanding or accepted during the year the provisions of Chapter V of the Companies Act2013 read with the Companies (Acceptance of Deposit) Rules 2014 are not applicable to theCompany.

26. PAYMENT TO NON- EXECUTIVE / INDEPENDENT DIRECTORS:

The non-executive/independent Directors are paid remuneration by way

of sitting fees in addition to any expenses incurred for attending the meeting of theBoard or the Committee. The non-executive/independent directors are paid sitting fees foreach meeting of Board or Committee of Directors attended by them. The total amount ofsitting fees paid during the Financial Year 2015-16 was Rs. 2.80 Lakhs. The Non-executive/independent Directors do not have any material pecuniary relationship ortransaction with the Company.

Details of remuneration paid to the Non-Executive/independent Director

Name of the Director Sitting Fees for the year ended March 31 2016 Reimbursement of the expenses incurred for the year ended March 312016 No. of shares held as on March 31 2016
Mr. Gauri Shankar Das 80000.00 0.00
Mr. Rajendra Singh Mehta 55000.00 0.00
Mr. Kuldeep Kumar Gupta 55000.00 0.00

Nil

Mr. Sooraj Prakash Batra 60000.00 33350
Mrs. Madhu Choudhary 30000.00 0.00
Total 280000 33350

27. CORPORATE GOVERNANCE REPORT:

Your Company has put in place Corporate Governance practices. The Corporate GovernanceReport as annexed in (Annexure-4 ) and the Auditors' Certificate regardingcompliance of conditions of Corporate Governance is annexed in (Annexure-6 ) thatforms part of this Board Report.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under Section 134(3) (m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 for the financial year ended 31st March 2016 in relationto the Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo are given in (Annexure-9 ) that forms part of this Board Report.

29. VIGIL MECHANISM:

The Company has implemented Whistle Blower Policy. All employees of the Company haveaccess to the Chairman of the Audit Committee in case they want to report any concern. ThePolicy on Vigil Mechanism and Whistle Blower Policy is discussed in the CorporateGovernance Report annexed in (Annexure-4 ) that forms part of this Board Report.

30. AFFIRMATION OF COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIORMANAGEMENT

In accordance with Listing Regulations executed with the BSE Limited and the NationalStock Exchange of India Limited I Mahi Pal Gupta in my capacity as the Chairman &Managing Director of the Company hereby confirm that all members of the Board of Directorsand Senior Management Personnel of the Company have affirmed their compliance for thefinancial year 2015-16 with the Company's Code of Conduct.

31. CEO/ CFO CERTIFICATION

In accordance with Listing Regulations executed with the BSE Limited and the NationalStock Exchange of India Limited the compliance certificate duly signed by Chief ExecutiveOfficer (CEO) and Chief Financial Officer (CFO) is annexed in (Annexure-5 ) thatforms part of this Board Report .

32. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company underany scheme. The Company has not resorted to any Buy Back of its shares during the yearunder review.

3. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

33. ANNEXURES:

The lists of Annexures forming part of the Board Report are as follows:

Name of the Annexure Annexure No.
Management Discussion and Analysis Report

Annexure-1

Secretarial Auditor Report

Annexure-2

Extract of Annual Return (MGT-9)

Annexure-3

Corporate Governance Report

Annexure-4

CEO / CFO Compliance Certificate

Annexure-5

Compliance Certificate Regarding Compliance of Conditions of Corporate Governance from Statutory Auditors

Annexure-6

Statement containing salient features of Subsidiary of the Company fAOC-1)

Annexure-7

Ratio of the remuneratio n of each director to the median employee's remuneration

Annexure-8

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Annexure-9

34. APPRECIATION:

Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the efficient utilisation of the Company's resources for sustainable andprofitable growth.

The Directors would like to express their appreciation of the efficient and loyalservices rendered by each and every employee without whose wholehearted efforts theoverall satisfactory performance would not have been possible. Further your Directorswould like to thank for the co-operation received from the Bankers Central and StateGovernment Clients Vendors and look forward for their continued support in future.

Your Directors look forward to the long term future with confidence.

BY ORDER OF THE BOARD

Sd/-

(MAHIPAL GUPTA) CHAIRMAN & MANAGING DIRECTOR

DIN: 00057619

DATE : 31st August 2016

PLACE: JAIPUR