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Avon Mercantile Ltd.

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Avon Mercantile Ltd. (AVONMERCANTILE) - Director Report

Company director report

To

The Members

Avon Mercantile Limited

ThehBoard of Directors of your Company have pleasure in placing before the Members the30 Annual Report together with the Audited Statement of Accounts of the company for theyear ended on 31 March 2015.

STATE OF THE COMPANY'S AFFAIRS

FINANCIAL POSITION

Rs. (in Lakhs)

PARTICULARS 2014-15 2013-14
Total Income 109.71 102.52
Less: Total Expenses 61.19 39.45
Profit / (Loss) before exceptional and extraordinary items and tax 48.52 63.07
Less: Exceptional Items - Prior Period Expenses 0.35 -
Less : Tax for current year 15.30 20.50
Less : Ta paid for previous years 0.69 -
Profit After Tax 32.18 42.57

TRANSFER TO RESERVES

The Company proposes not to transfer any amount of profit to the reserves.

DIVIDEND

The Board of Directors of the Company has not recommended any dividend for theFinancial Year ending 31 March 2015.

DEPOSITS

Your Company has not accepted any public deposit and as such no amount on account ofprincipal or interest on public deposits was outstanding as at 31 March 2015 under reviewwithin the meaning of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

DIRECTORS

Pursuant to Sections 149(1) and 161 of the Companies Act 2013 (the "Act")read with Rule 8(5) of the Companies (Accounts) Rules 2014 and provisions of the Clause49 (II) of the Listing Agreement the following details relating to Directors arereported:

The Board of your Company is duly constituted with proper balance of ExecutiveDirectors Non-Executive Directors (including Woman Director) and Independent Directors.

i) RE-APPOINTMENT OF RETIRING DIRECTOR

Mr. Rakesh Kumar Bhatnagar (DIN: 02922258) is liable to retire by rotation and beingeligible offers himself for re-appointment. The Directors recommend Mr. Rakesh KumarBhatnagar for re-appointment.

ii) INDEPENDENT DIRECTORS

The members in the last Annual General Meeting of the Company held on 30th September2014 had approved the appointments of Mr. Ramesh Chandra Agarwal (DIN: 00037477) and Mr.Satish Kumar Gupta (DIN: t00030841) as Independent Directors to hold office for5 consecutive years w.e.f. 30 September 2014 who are not liable to retire by rotation.

Pursuant to Section 134(3)(d) read with Section 149(7) of the Companies Act 2013 boththe Independent Directors have given declarations for the Financial Year 201516 that theymeet the criteria of independence as laid down under Section 149(6) the Act and Clause 49of the Listing Agreement.

The Company has a policy to induct its Independent Directors upon their appointment toattend the orientation programme conducted by the Company so as to familiarize them withthe Company's policies strategies plans etc.

Further the Board advises and ensures that its Independent Directors attend programmes/ seminars conducted by various organizations on the matters relating to financetaxation corporate governance etc. so that they keep themselves updated with the variousdevelopments in the corporate/ legal world.

iii) WOMAN DIRECTOR

Pursuant to the provisions of Sections 149 152 161(1) 184 and any other applicableprovisions of the Companies Act 2013 and rules made there under Ms. Gunjan Arora whowas appointed as an Additional Director of the Company w.e.f. 25 March 2015 and who holdsoffice up to the date of this Annual General Meeting and in respect of whom the Companyhas received a notice in writing from a member proposing her candidature for the office ofthe Director of the Company be and is hereby elected and appointed as Non-ExecutiveDirector whose period of office shall be liable to determination by retirement ofdirectors by rotation.

The brief resume and details of Directors who are to be appointed / re-appointed arefurnished in the Notice for the Annual General Meeting as ANNEXURE - B.

As required under the provisions of Section 134(q) read with Rule 8(5)(iii) of theCompanies (Accounts) Rules 2014 the details of Directors or Key Managerial Personnel whowere appointed or have resigned during the year under review are as follows:

\ Name of Director / Key Managerial Person Designation Date of Appointment Date of Resignation
1. Mr. Gopal Singh Negi Whole-time Director 15/11/2005 13/08/2014
2. Mr. Ramesh Chandra Agarwal Non-Executive Independent Director 13/08/2014
3. Mr. Satish Kumar Gupta Non-Executive Independent Director 13/08/2014
4. Ms. Gunjan Arora Non-Executive Director 25/03/2015
5. Mr. Joseph L Ikarakuzhi Chief Financial Officer 01/08/2014 27/03/2015
6. Mrs. Jyotsna Sharma Company Secretary & Compliance Officer 30/05/2014 01/12/2014
7. Mr. Santosh Kumar Gupta* Company Secretary & Compliance Officer 01/12/2014
8. Mr. Jagdutt Kumar Sharma Manager 01/08/2014

*Mr. Santosh Kumar Gupta ceased to be Company Secretary & Compliance Officer w.e.f.30 April 2015 due to his demise.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report. There are no instances of the Boardnot accepting the recommendations of the Audit Committee during the Financial Year2014-15.

NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to composition of Nomination and Remuneration Committee and theCompany's policy on Directors Key Managerial Personnel and other Employees' appointmentand remuneration and other matters provided in Section 178(3) and (4) of the Act have beendisclosed in the Corporate Governance Report which forms part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to composition of Stakeholders Relationship Committee areincluded i n the Corporate Governance Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions contained in Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility) Rules 2014 are not applicable to the Company.

BOARD EVALUATION

Pursuant to Section 134(q) of the Companies Act 2013 read with Rule 8(4) of theCompanies (Accounts) Rules 2014 and Clause 49 of the Listing Agreement the Board hascarried out a formal annual evaluation of its own performance performance of theDirectors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has in terms of Section 178(2) and (3) of theCompanies Act 2013 defined the evaluation criteria procedure and time schedule for thePerformance Evaluation process for the Board its Committees and Directors. The nominationand remuneration policy inter alia giving details about the policy on directors'appointment and remuneration including the criteria for determining qualificationspositive attributes independence and other details are included in nomination andremuneration policy the details of which are given in the Corporate Governance Reportwhich forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD

A total of 7 (seven) Board Meetings were held during the Financial Year 2014-15 thedetails of which are given in the Corporate Governance Report which forms part of thisReport.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration) Rules 2014 the Board had appointed M/sS.K Batra & Associates Company Secretaries in Practice (C.P No 8072) to undertake theSecretarial Audit of the Company for the financial year 2014-15 and the report is annexedas ANNEXURE-I to this report.

EXTRACT OF ANNUAL RETURN AS PROVIDED UNDER SECTION 92(3) OF THE ACT

The extract of annual return is given in ANNEXURE- II in the prescribed Form MGT-9which forms part of this report.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given inANNEXURE-III in Form AOC-2 and the same forms part of this report.

PARTICULARS OF EMPLOYEES

In terms of Section 197(12) read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 table containing the names and otherparticulars of employees is appended in ANNEXURE - IV.

Further in terms of Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 no employee employed throughout the financial year isin receipt of remuneration of Rs. 60 lakh or more or employed for part of the year and isin receipt of Rs. 5 lakh or more a month employed throughout the financial year or partthereof and is in receipt of remuneration in excess of that drawn by the managing directoror whole-time director or manager and holds by himself or along with his spouse anddependent children not less than two percent of the equity shares of the company.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The Company is committed to follow the standards of good Corporate Governance. Asrequired under Clause 49 of the Listing Agreement a detailed report on CorporateGovernance as well as the Certificate from M/s K Rakesh & Co. Company Secretaries inPractice (C.P. No. 14700) confirming compliance of the conditions of Corporate Governanceare annexed as ANNEXURE-V(a) and ANNEXURE-V(b) respectively and form integral part of thisreport.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement the Management Discussion andAnalysis Report is presented in the separate section and is marked as ANNEXURE - VI andforms an integral part of this report.

RISK MANAGEMENT POLICY OF THE COMAPNY

The Board of Directors have adopted risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may threaten the existence of the Company. The Management identifies and controlsrisks through a properly defined framework in terms of the aforesaid policy.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under section 134(3) of the Companies Act 2013 with respect toDirectors' Responsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts for the Financial Year 2014-15 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

(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 as at 31st March 2015 and ofthe profit and loss 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Board and its powers) Rules 2014 and Clause 49 of the ListingAgreement the Company has established a Vigil Mechanism to report genuine concerns aboutactual or suspected frauds unethical behavior etc. and the same has been posted on theofficial website of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year 2014-15 no significant order has been passed by anyregulator court.

MATERIAL CHANGES

No material changes took place from the date of end of financial year till the date ofthis report.

AUDITORS

M/s Gupta Garg & Agarwal Chartered Accountants Auditors of the Company retire atthe conclusion of the ensuing Annual General Meeting and being eligible offer themselvesfor re-appointment.

AUDITORS' REPORT

The Auditors' Report does not contain any qualifications reservations or adverseremarks. The observations made in the Auditors' Report and Notes on Accounts areselfexplanatory.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE BUSINESS

There being no material change in the financial position of the business which wouldaffect the company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of energy-

Particulars Remarks
1. The steps taken or impact on conservation of energy; N.A
2. The steps taken by the company for utilising alternate sources of energy; N.A
3. The capital investment on energy conservation equipments; N.A

(B) Technology absorption-

Particulars Remarks
1. The efforts made towards technology absorption; N.A
2. The benefits derived like product improvement cost reduction product development or import substitution; N.A
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof;
4. The expenditure incurred on Research and Development. N.A

(C) Foreign exchange earnings and Outgo

Particulars Remarks
1. The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. NIL

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement the Cash FlowStatement for the year ended on 31st March 2015 is attached as a part of the AnnualAccounts of the Company.

INTERNAL CONTROL SYSTEMS

The Company has in place adequate systems of Internal Control to ensure compliance withpolicies and procedures. The Board has appointed M/s RBAS & Associates CharteredAccountants as Internal Auditor of the Company for the Financial Year 2014-15. TheInternal Audit Reports along with observations and recommendations contained therein areconstantly reviewed and implemented by the Audit Committee of the Board.

SUBSIDIARIES

During the year under review the Company does not have any subsidiary.

LISTING AT STOCK EXCHANGE(s)

The Company continues to be listed at the Calcutta Stock Exchange Association Ltd. andBombay Stock Exchange Ltd.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks and appreciation for thecooperation and help provided by State Government and the Bankers to the Company.

Your Directors also acknowledge the continued trust and confidence that Shareholdershave placed in the Company.

By Order of the Board

For AVON MERCANTILE LIMITED

Place : Noida
Date : 14th August 2015 (Rakesh Kumar Bhatnagar) (Vikas Kapoor)
Director Director
DIN:02922258 DIN:03020854

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

ST

FOR THE FINANCIAL YEAR ENDED ON 31 MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 read with Rule No. 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

To

The Members

Avon Mercantile Limited

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Avon Mercantile Limited(hereinafter called "the Company"). The secretarial audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing 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 authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on March 31 2015 complied withthe statutory provisions listed hereunder and also that the company has proper Board -processes and compliance - mechanism in place to the extent in the manner and subject tothe 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 31 March 2015 accordingto the provisions of :-

(i) The Companies Act 2013 ("the Act") and rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and bye - laws framed thereunder;

(iv) The Reserve Bank of India Act 1934

(v) The Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder to the extent of External Commercial Borrowings;

(vi) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 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 (Not applicable to the Company during theFinancial Year 2014-2015) ;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 ; (Not applicable to the Company during the Financial Year 2014-2015) ;

(f) The Securities and Exchange Board of India (Registrar to an Issue and ShareTransfer Agents) Regulations 1993 regarding Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the Company during the Financial Year 2014-2015);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 ; (Not applicable to the Company during the Financial Year 2014-2015); and

(vii) The Indian Contract Act 1872;

(viii) Income Tax Act 1961 and indirect tax laws;

(ix) Indian Stamp Act 1999;

(x) Central Excise Act and Service Tax Laws;

(xi) Central & State Sales Tax / Value Added Tax Laws;

(xii) Negotiable Instrument Act 1881;

(xiii) Payment of Bonus Act 1965;

We have also examined the compliance with the applicable clauses of the following:-

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(Not applicable for the Financial Year 2014-2015).

(ii) The Listing Agreement entered into by the Company with the stock exchanges i.e.BSE Limited and Calcutta Stock Exchange Limited.

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 with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. During theFinancial Year there were following changes in the composition of Board of Directors ofthe Company:

Mr. Ramesh Chandra Agarwal and Mr. Satish Kumar Gupta were appointed as AdditionalIndependent Directors in the Board Meeting of the Company held on 13 August 2014 for aterm up to five consecutive years effective till 30th September 2019.

Change in the designation of Mr. Ramesh Chandra Agarwal and Mr. Satish

Kumar Gupta as Independent Directors in the Annual General Meeting of the Company heldon 30 September 2014.

Appointment of Ms. Gunjan Arora as a Additional Director of the Company in the BoardMeeting of the Company held on 25 March2015.

Changes in Key Managerial Persons:

Appointment of Mr. Joseph I Ikarakuzhi as Chief Financial Officer of the

Company with effect from the date 1 August 2014.

Cessation of Mr. Joseph I Ikarakuzhi as Chief Financial Officer of the Company witheffect from the date 27 March 2015.

Appointment of Mr. Santosh Kumar Gupta a Fellow Member of ICSI as

Company Secretary of the Company with effect from the date 1 December 2014.

Appointment of Ms. Jyotsna Sharma as Company Secretary of the Company with effect fromthe date 30th May 2014.

Cessation of Ms. Jyotsna Sharma as Company Secretary of the Company with effect fromthe date 1 December 2014.

Appointment of Mr. Jagdutt Kumar Sharma as Manager of the Company in the w.e.f 1stAugust 2014.

Resignation of Mr. Gopal Singh Negi as Whole Time Director of the Company in the BoardMeeting held on 13th August 2014.

• Adequate notice is given to all Directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarification on the agenda items beforethe meeting and for meaningful participation at the meeting; and

• Majority decision is carried through while the dissenting members’ viewsare captured and recorded as part of the minutes.

• The Internal Auditors Statutory Auditors & Secretarial Auditor were beingwell appointed by the Company during the Financial Year as mentioned below;

The Auditors M/s. RBAS & Associates Chartered Accountants being eligible wereappointed as the Internal Auditors of the Company for F.Y. 2014-15

The Auditors M/s. Gupta Garg & Agrawal Chartered Accountants being eligible wereRe-appointed as the Statutory Auditors of the Company until the conclusion of the AnnualGeneral Meeting to be held in 2015 subject to ratification by members at every annualgeneral meeting.

Appointment of M/s S.K. Batra & Associates Company Secretaries New Delhi asSecretarial Auditor of the Company with effect from 13 February 2015 for F.Y. 2014-15

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.

We further report that during the audit period there were no instances of:-

(i) Redemption / Buy-back of Securities;

(ii) Merger / Amalgamation / Reconstruction;

(iii) Foreign technical collaborations etc.;

M/s S.K. Batra & Associates
Company Secretaries
(Sumit Kumar)
FCS NO. 7714
Place: New Delhi C. P. NO. 8072
Date: 14th August 2015

This Report is to be read with our letter of even date which is annexed as annexure Aand forms an integral part of this Report.

Annexure-A

This letter is to be read with our Report of even date MR-3 and forms an integral partof this Report.

To

The members

Avon Mercantile Limited

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

1. Maintenance of Secretarial record 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 process as were appropriate to obtainreasonable assurance about the correctness of the Secretarial records. The verificationwas done on test basis to ensure that correct facts are reflected in Secretarial records.We believe that the process and practices we followed provide a reasonable basis of ouropinion.

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 theCompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.

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

M/s S.K. Batra & Associates
Company Secretaries
(Sumit Kumar)
FCS NO. 7714
Place: New Delhi C. P. NO. 8072
Date: 14th August 2015

Annexure-III

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 arms length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

Particulars Details
1 Name (s) of the related party & nature of relationship NIL
2 Nature of contracts/arrangements/transaction NIL
3 Duration of the contracts/arrangements/transaction NIL
4 Salient terms of the contracts or arrangements or transaction including the value if any NIL
5 Justification for entering into such contracts or arrangements or transactions' NIL
6 Date of approval by the Board NIL
7 Amount paid as advances if any NIL
8 Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NIL

2. Details of contracts or arrangements or transactions at Arm's length basis.

Particulars Details
1 Name (s) of the related party & nature of relationship NIL
2 Nature of contracts/arrangements/transaction NIL
3 Duration of the contracts/arrangements/transaction NIL
4 Salient terms of the contracts or arrangements or transaction including the value if any NIL
5 Date of approval by the Board NIL
6 Amount paid as advances if any NIL

 

By Order of the Board
For AVON MERCANTILE LIMITED
Place : Noida
Date : 14th August 2015 (Vikas Kapoor)
Director
DIN: 03020854

ANNEXURE -IV

Name Designation Remuneration in fiscal 2015 (in Rs.) Remuneration in fiscal 2014 (in Rs.) % increase of remunerati on in 2015 as compared to 2014 Ratio of remuneration to MRE
Mr. Jagdutt Kumar Sharma Manager 1000000 N.A. N.A. 0.43

 

Remuneration to Independent Directors
Name of Director Remuneration in fiscal 2015 Remuneration in fiscal 2014 % increase of remuneration in 2015 as compared to 2014
Mr. Ramesh Chandra Agarwal Rs.27500 N.A. N.A.
Mr. Satish Kumar Gupta Rs.27500 N.A. N.A.

Note: The above remuneration includes the sitting fees paid to independent Directorsfor attending meetings of Board and Committees.

Remuneration to KMP's

Name of KMP Designation Remuneration in fiscal 2015 Remuneration in fiscal 2014 % increase of remuneration in 2015 as compared to 2014 Ratio of remunera tion to MRE
Mr. Jagdutt Kumar Sharma Manager 1000000 N.A. N.A. 0.43
Mr. Joseph L Ikarakuzhi* Chief Financial Officer 561203 N.A. N.A. 0.24
Mrs. Jyotsna Sharma** Company Secretary & Compliance Officer 90000 N.A. N.A. 0.04
Mr. Santosh Kumar Gupta*** Company Secretary & Compliance Officer 3606322 N.A. N.A. 1.57

* Appointed on 1 August 2014 and resigned w.e.f. 27 March 2015.

** Appointed on 30 May 2014 and resigned w.e.f. 1 December 2014.

*** Appointed on 1 December 2014.

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year ending 31 March 2015 is as follows:

Name of Director / Key Managerial Personnel Remuneration of Director / Key Managerial Personnel : Median Remuneration Ratio
Mr. Ramesh Chandra Agarwal (Director) N.A. NA.
Mr. Satish Kumar Gupta (Director) N.A. NA.
Mr. Vikas Kapoor (Director) N.A. NA.
Mr. Rakesh Kumar Bhatnagar (Director) N.A. NA.
Ms. Gunjan Arora (Director) N.A. NA.
Mr. Jagdutt Kumar Sharma (Manager) 1000000:2303161 0.43
Mr. Joseph L Ikarakuzhi (CFO) 561203:2303161 0.24
Mrs. Jyotsna Sharma (Company Secretary & Compliance Officer) 90000 : 2303161 0.04
Mr. Santosh Kumar Gupta (Company Secretary & Compliance Officer) 3606322:2303161 1.57

Note: The Median Remuneration is Rs. 2303161/-

2. Percentage increase in remuneration of each director Chief Financial officer ChiefExecutive officer company secretary or manager if any in the financial year:

Not Applicable since all the Key Managerial Personnel were appointed during the year2014-15.

3. Percentage increase in median remuneration of employees in the financial year.

Not Applicable since there is no employee except Key Managerial Personnel employedduring the financial year 2014-15.

4. The number of permanent employees on the rolls of the company during financial yearending 31 March 2015 was 1 (one).

5. The average increase in remuneration viz company performance:

Not Applicable since all the Key Managerial Personnel were appointed during the year2014-15.

6. The market capitalization rate of the company:

NA as the Company's shares are not traded.

7. Average percentile increase in salaries of employees in comparison to percentileincrease in remuneration of managerial personnel:

Not Applicable since all the Key Managerial Personnel were appointed during the year2014-15.

8. Key parameters of variable component of remuneration availed by directors:

Not Applicable since there is no executive director employed during the Financial Year2014-15 except Mr. Gopal Singh Negi who was designated as Whole-time Director on a noremuneration basis till 12 August 2014 since he resigned w.e.f. 13 August 2014.

9. During financial year 2014-2015 no employee received remuneration in excess ofhighest paid director.

10. It is hereby affirmed that remuneration was recommended by Nomination andremuneration committee based on the Policy of Remuneration committee.

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