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Bhilwara Technical Textiles Ltd.

BSE: 533108 Sector: Industrials
NSE: N.A. ISIN Code: INE274K01012
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OPEN 8.99
PREVIOUS CLOSE 8.49
VOLUME 4308
52-Week high 11.90
52-Week low 5.16
P/E 34.58
Mkt Cap.(Rs cr) 52.50
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.99
CLOSE 8.49
VOLUME 4308
52-Week high 11.90
52-Week low 5.16
P/E 34.58
Mkt Cap.(Rs cr) 52.50
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bhilwara Technical Textiles Ltd. (BHILWARATECH) - Director Report

Company director report

To the Members

Your Directors present the Eighth Annual Report together with the audited Balance Sheetand the Statement of Profit and Loss of Bhilwara Technical Textiles Limited("BTTL") for the year ended 31st March 2015.

COMPANY’S PERFORMANCE

Your Company’s performance during the fiscal year 2014 -2015 is summarized below:

FINANCIAL RESULTS

(Rs. in lac)

This Year Previous Year
Total Income 201.35 333.30
Profit before Interest 183.76 190.96
Depreciation & Tax
Profit before Tax 183.76 190.86
Profit after Tax 164.88 172.02
Add: Opening Balance 684.40 512.38
Profit available for appropriation 849.28 684.40
Profit Carried to Balance Sheet 849.28 684.40

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources your directors do not recommend any dividend for theyear under review.

OPERATIONAL INFORMATION

Your Directors inform that the Company is continuously exploring opportunities andavenues for pursuing business operations. Your Company during the year under review didnot pursue Yarn Trading business in view of very low margins and the foreign exchangerisk.

Your Directors inform the members that your Company during the year under reviewrecorded satisfactory profitability. The Company achieved a net profit Rs. 164.88 lacsagainst Rs. 172.02 lacs in the previous year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Riju Jhunjhunwala Director retires by rotation and being eligible offers himselffor reappointment.

As informed to the members in the previous report by your Directors Shri P. S.Dasgupta Independent Director was appointed for a term of 5 years by the

Shareholders at the last Annual General Meeting held on the 30th September2014. Your Directors further inform the members that during the year under review Smt.Geeta Mathur who was appointed as an Additional Director demitted office as a Directoreffective from 1st January 2015. Also Shri Pawan Kumar Deora Non ExecutiveDirector of the Company resigned from the Board of the Company due to personal reasons on27th March 2015. Your Director wish to place on record the contribution madeby Shri Pawan Kumar Deora and Smt. Geeta Mathur during their tenure. Smt. Sunita Mathurwas appointed as an Additional Director on 27th March 2015 in the category ofIndependent Director. Your Directors take this opportunity to welcome Smt. Sunita Mathuron the

Board. The proposal for confirmation of her appointment as a Director as well asIndependent Director for a term of 5 years shall be put up before the ensuing AnnualGeneral Meeting. Further Shri Shekhar Agarwal Chairman & Managing Director of theCompany whose term was due to expire on the 31st March 2015 was re appointedby the Board for a term commencing from 1st April 2015 for a periodupto 31st March 2018. Your Director further approved the proposal to make theappointment of Shri Shekhar Agarwal liable to retire by rotation as Director. The saidproposal shall be put up before the members at the ensuing Annual General Meeting.

Your Directors further inform the members that the declaration has been taken from theindependent directors at the beginning of the financial year stating that they meet thecriteria as specified under sub-section (6) of Section 149 of the Companies Act 2013.

During the year Shri Shekhar Agarwal Chairman & Managing Director of the Companyand Ms. Khwahish Rawal Company Secretary & Chief Financial Officer of the Companywere designated as Key Managerial Personnel of the Company pursuant to Section 203 of theCompanies Act 2013.

AUDITORS APPOINTMENT

M/s. Ashim & Associates (Firm Registration No. 006064N) Chartered Accountants NewDelhi Statutory Auditor of the Company retire at the conclusion of the ensuing AnnualGeneral Meeting and being eligible under Section 141 of the Companies Act 2013 and theRules framed thereunder offer themselves for re-appointment. The observations ofthe Auditors if any are explained wherever necessary in the appropriate notes to theaccounts. Further pursuant to section 138 of the Companies Act 2013 read with TheCompanies (Accounts) Rules 2014 Ms. Khwahish Rawal was appointed as the Internal Auditorof the Company for the Financial Year 2014-15. Your directors further inform that pursuantto Section 204 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Shri Devesh Pandey Practicing CompanySecretary Membership No. ACS 27793 and No. 10021 was appointed as the CertificateSecretarial Auditor of the Company for the Financial Year 2014-15. The Report ofSecretarial Audit is annexed as Annexure-I.

CORPORATE SOCIAL RESPONSIBILITY

Your Directors inform the Members that your Company is not covered within the scope ofSection 135 of Companies Act 2013 and the Rules thereunder. However your Directorsendeavour to contribute to such causes as and when deem appropriate.

NUMBER OF MEETINGS OF THE BOARD

The particulars of the meetings held during the year along with the details regardingthe meetings attended by the directors form part of the Corporate Governance Report.

The composition of the Board and its committees has also been given in detail in thereport on Corporate Governance

ANNUAL RETURN from the Statutory

Pursuant to section 92 of the companies Act 2013 read with Rule 12 of The Companies(Management and administration) Rules 2014 the Extract of Annual Return is attached asAnnexure-II.

DIRECTORS’ APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act 2013 and Clause 49 ofthe Listing Agreement the Board of Directors on the recommendation of Nomination andRemuneration Committee has framed a policy for the appointment of Directors and SeniorManagement and their remuneration. The policy forms part of the Board Report asAnnexure-III.

ANNUAL EVALUATION BY THE BOARD

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listingagreement the annual evaluation has been made by the Board of its own performance itscommittees and the individual directors. The manner of evaluation is mentioned in theNomination and Remuneration policy which forms part of Board Report.

PARTICULARS OF INVESTMENTS

Details of Investments made in accordance with the requirements covered under theprovision of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Directors inform the Members that no contracts or arrangements were entered intowith the related parties.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant and material order passed by the regulators or courts.

RISK MANAGEMENT

Your Directors review the risks associated with the Company on a regular basis butconsidering meager operations of the Company there was negligible exposure to businessrisks.

CORPORATE GOVERNANCE

Your company has complied with all the requirements of Corporate Governance as requiredunder Clause 49 of the Listing Agreement entered into with the Stock Exchange where theCompany’s shares are listed. A comprehensive report on Corporate Governance in thisregard is made part of this Annual Report and a Auditors of your Company Certificate i.eM/s Ashim & Associates (Firm Registration No. 006064N) Chartered Accountants NewDelhi regarding compliance of the conditions of the Corporate Governance as stipulatedunder Clause 49 of the Listing Agreement form part of the Annual Report.

WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner byadopting the highest standards of professionalism honesty integrity and ethical behaviorand to encourage and protect the employees who wish to raise and report their genuineconcerns about any unethical behaviour actual or suspected fraud or violation ofCompany’s Code Of Conduct the Company has adopted a Whistle Blower Policy. TheCompany has adopted a framework whereby the identity of the complainant is not disclosed.The policy has been disclosed on the website of the Company the link of which is givenhereunder: http://www.bttl.co.in/invs_rel.html

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required by clause 49 of listingagreement forms part of the Annual Report.

INTERNAL CONTROL SYSTEMS

The Company has an internal control system commensurate with its size and nature ofbusiness. These systems provide a robust structure which in turns help in the complying ofvarious laws and statutes which automatically translates into Financial and OperationalDevelopment of the Company.

The Company’s Audit Committee reviews adherence to internal control systems andlegal compliances. This committee reviews all quarterly and yearly results of the Companyand recommends the same to the Board for its approval.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be disclosed pursuant to Section 134(3)(m) of the CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 is given inAnnexure-IV forming part of this Report.

PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 of the employees is annexed asAnnexure-V

Further your Directors inform the members that pursuant to Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 no employee is drawingremuneration in excess of the limits prescribed under the said provision.

ASSOCIATE COMPANY

A statement containing the salient features of the financial statements of itsAssociate Company in the prescribed format AOC-1 is annexed as Annexure-VI

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed and no material departures have been made from the same;

b) appropriate Accounting Policies have been selected and applied consistently and theyhave made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company on 31st March 2015 and of the Profitand Loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;

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

e) proper internal financial controls were in place and that financial controls wereadequate and were operating effectively.

f) systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and assistance extended by the stakeholdersbankers Central Government & State Government including various other authorities.The Board also takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its valued shareholders.

For and on behalf of the Board
SHEKHAR AGARWAL
Place: Noida CHAIRMAN & MANAGING DIRECTOR
Date: 5th May 2015 DIN -00066113

ANNEXURE - I TO DIRECTORS' REPORT

Form No. MR-3

Secretarial Audit Report for the Financial Year ended 31st March 2015

(Pursuant to Section 204 (1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014)

To

The Members

Bhilwara Technical Textiles Limited

LNJ Nagar Mordi Banswara Rajasthan - 327001

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Bhilwara Technical TextilesLimited (hereinafter called the ‘Company’). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Bhilwara Technical

Textiles Limited books papers minute books forms and returns filed and other recordsmaintained by the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial audit we herebyreport that in our opinion the company has during the audit period covering the financialyear ended on 31st March 2015 complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism inplace to the extent in the manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the 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) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) 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;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt securities)Regulations 2008- Not Applicable;

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

(g) The Securities and Exchange Board of India (Delisting of Equity shares)Regulations 2009-

Not Applicable;

(h) The Securities and Exchange Board of India (Buy back of securities) Regulations1998- Not

Applicable.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries notified ofIndia Not

(ii) The Listing Agreements entered into by the company with Stock Exchange.

During the period under review the company has complied with the provisions of the ActRules Regulations Guidelines 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. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured (where there were) and recorded as part of the minutes.

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 the company has no specific events/actions having a major bearing on the company’s affairs in pursuance of the abovereferred laws rules regulations guidelines etc. referred to above.

For Devesh Pandey & Associates
Devesh Pandey
Company Secretary
Date: 22nd April 2015 M. No. 27793
Place: Delhi C.P. No. 10021

ANNEXURE - II TO DIRECTORS' REPORT

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN:- : L18101RJ2007PLC025502
ii) Registration Date : 14th December 2007
iii) Name of the Company : BHILWARA TECHNICAL TEXTILES LIMITED
iv) Category / Sub-Category of the Company : Public Company/Company Limited by shares
v) Address of the Registered office and contact details : LNJ Nagar Mordi BanswaraRajasthan 327 001
Tel.No.+91-2961-231251-52 +91-2962-302400
Website: www.bttl.co.in
E-mail: bttl.investor@lnjbhilwara.com
vi) Whether listed company Yes/No. : YES
vii) Name Address and Contact details of : BEETAL Financial & Computer Services (P) Ltd.
Registrar and Transfer Agent if any Beetal House 3rd Floor99 Madangir Behind Local
Shopping Centre New Delhi 110 062
Tel. No. 011-29961281 Fax No. 011-29961284
E-mail : beetalrta@gmail.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany are stated:-

Sl. No. Name and Description of main products/ services NIC Code of the Product/ service % to total turnover of the company
NOT APPLICABLE

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % of shares held Applicable Section
1 BMD PRIVATE LIMITED VILLAGE- MORDI TEH. GHATOL BANSWARA Rajasthan-327001 U18101RJ1996PTC012501 ASSOCIATE 49.95% 2(6)

IV. SHARE HOLDING PATTERN(Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

No. of Shares held at the beginning of the year i.e 01/04/2014 No. of Shares held at the end of the year i.e 31/03/2015
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoters
(1) Indian
a) Individual/HUF 22253924 0 22253924 38.12 22253924 0 22253924 38.12 0.00
b) Central Govt. 0 0 0 0 0 0 0 0 0.00
c) State Govt (s) 0 0 0 0 0 0 0 0 0.00
d) Bodies Corporate 13422363 0 13422363 22.99 13505249 0 13505249 23.14 0.14
e) Bank /FI 0 0 0 0 0 0 0 0 0.00
f) Any Other 0 0 0 0 0 0 0 0 0.00
Sub-total (A) (1) 35676287 0 35676287 61.12 35759173 0 35759173 61.26 0.14
(2) Foreign
a) NRIs- Individuals 0 0 0 0 0 0 0 0 0.00
b) Other- Individuals 0 0 0 0 0 0 0 0 0.00
c) Bodies Corp. 0 0 0 0 0 0 0 0 0.00
d) Banks / FI 0 0 0 0 0 0 0 0 0.00
e) Any Others 0 0 0 0 0 0 0 0 0.00
Sub-total (A) (2) 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A)= (A)(1)+(A) (2) 35676287 0 35676287 61.12 35759173 0 35759173 61.26 0.14
B. Public Shareholding
1. Institutions
a) Mutual Funds 5888 46750 52638 0.09 6013 46625 52638 0.09 0.00
b) Banks / FI 29354 2487 31841 0.05 29354 2487 31841 0.05 0.00
c) Central Govt 0 0 0 0 0 0 0 0 0.00
d) State Govt(s) 0 0 0 0 0 0 0 0 0.00
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0.00
f) Insurance Companies 1567441 0 1567441 2.69 1567441 0 1567441 2.69 0.00
g) FIIs 1 250 251 0.00 1 250 251 0.00 0.00
h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
i) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total(B)(1) 1602684 49487 1652171 2.83 1602809 49362 1652171 2.83 0.00
2. Non- Institutions
a) Bodies Corp.
i) Indian 8009896 11416 8021312 13.74 8795508 11416 8806924 15.09 1.35
ii) Overseas 0 1046250 1046250 1.79 0 1046250 1046250 1.79 0.00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 7408187 1093880 8502067 14.56 6392377 1067920 7460297 12.78 -1.78
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 2635396 0 2635396 4.51 3081791 0 3081791 5.28 0.76
c) Others
Trust 250 0 250 0.00 250 0 250 0.00 0.00
NRI 251779 22521 274300 0.47 94959 22521 117480 0.20 -0.27
Clearing Member 12166 1243 13409 0.02 8975 1243 10218 0.02 -0.01
HUF 551863 0 551863 0.95 438751 0 438751 0.75 -0.19
Sub-total (B) (2) 18869537 2175310 21044847 36.05 18812611 2149350 20961961 35.91 -0.14
Total Public Shareholding (B)=(B)(1)+ (B)(2) 20472221 2224797 22697018 38.88 20415420 2198712 22614132 38.74 -0.14
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0
Grand Total (A+B+C) 56148508 2224797 58373305 100.00 56174593 2198712 58373305 100.00 0.00

(ii) Shareholding of Promoters

Shareholding at the beginning of the year i.e 01/04/2015 Share holding at the end of the year i.e 31/03/2015
Sl No. Shareholder’s Name No.of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No.of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 Shekhar Agarwal 2616425 4.48 0.00 2616425 4.48 0 0
2 Shekhar Agarwal 4027344 6.90 0.00 4027344 6.90 0 0
3 Shashi Agarwal 7759855 13.29 0.00 7759855 13.29 0 0
4 Shuchi Agarwal 2534685 4.34 0.00 2534685 4.34 0 0
5 Shantanu Agarwal 5308115 9.09 0.00 5308115 9.09 0 0
6 Shekhar Agarwal 3750 0.01 0.00 3750 0.01 0 0
7 Shekhar Agarwal 3750 0.01 0.00 3750 0.01 0 0
8 Essay Marketing Company Ltd. 2486755 4.26 0.00 2486755 4.26 0 0
9 Agarwal Finestate Pvt Ltd 1620803 2.78 0.00 1620803 2.78 0 0
10 LNJ Financial Services Ltd. 21250 0.04 0.00 21250 0.04 0 0
11 Jyoti Knits Pvt. Ltd. 1907000 3.27 0.00 1907000 3.27 0 0
12 Diplomat Leasing and Finance Pvt. Ltd. 1478504 2.53 0.00 1478504 2.53 0 0
13 Ultramarine Impex Pvt. Ltd. 2505477 4.29 0.00 2505477 4.29 0 0
14 Sita Nirman Pvt. Ltd. 3402574 5.83 0.00 3485460 5.97 0 0.14
Total 35676287 61.12 0.00 35759173 61.26 0.00 0.14

Note :

1. Shareholders listed under Sl. No. 1 to 14 are disclosed under Regulation 30(2) ofSEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 as on March 312015

2. The total numbers of shares has increased due to acquisition of shares by thePromotor Group during the Financial Year 2014-15

(iii) Change in Promoters’ Shareholding

Shareholding at the beginning of the year Cumulative Shareholding during the year
Sl. No No. of shares % of total shares of The company No. of shares % of total shares of the company
At the beginning of the year (01.04.2014) 35676287 61.12
Date wise Increase / Decrease in Promoters Share holding during the Year specifying the reasons for increase// decrease (e.g.allotment /transfer /bonus/ Sweat equity etc): # #
At the End of the year (31.03.2015) 35759173 61.26*

* The total numbers of shares has increased due to acquisition of shares by thePromotor Group during the Financial Year 2014-15 and the date wise Increase/Decrease inthe shareholding is mentioned below

# Acquisition of Shares by the Promotors Group

Sl No. Name Shareholding Date Increase/ Decrease in Shareholding Reason Cumulative Shareholding During the Year (01.04.14 to 31.03.2015)
No of Shares at the beginning (01-04-14)/ End of the Year (31.03.2015) % of total Shares of the Company No. of Shares % of total Shares of the Company
1. Sita Nirman Private Limited 3402574 5.83 01.04.2014
30.04.2014 1000 Transfer 3403574 5.83
29.05.2014 700 Transfer 3404274 5.83
05.06.2014 43 Transfer 3404317 5.83
08.09.2014 5260 Transfer 3409577 5.84
25.11.2014 2223 Transfer 3411800 5.84
20.03.2015 13888 Transfer 3425688 5.87
23.03.2015 16403 Transfer 3442091 5.90
24.03.2015 15327 Transfer 3457418 5.92
25.03.2015 8921 Transfer 3466339 5.94
26.03.2015 3586 Transfer 3469925 5.94
27.03.2015 5355 Transfer 3475280 5.95
30.03.2015 7082 Transfer 3482362 5.97
3485460 5.97 31.03.2015 3098 Transfer 3485460 5.97

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRS and ADRs:

Sl Name Date Increase/ Reason

Cumulative

No.

Shareholding

Decrease

Shareholding During the

in

Year (01.04.14 to 31.03.2015)

Shareholding
No of Shares at the beginning (01-04-14)/ End of the Year (31.03.2015) % of total Shares of the Company No. of Shares % of total Shares of the Company
1 Decent Financial Services Private Limited 2850000 4.88 01.04.2014 0 Nil
2850000 4.88 31.05.2015 Movement During The Year 2850000 4.88
2 Naveen Bothra 2025872 3.47 01-04-2014
18.04.2014 37648 Transfer 2063520 3.54
25.04.2014 1625 Transfer 2065145 3.54
09-05-2014 1300 Transfer 2066445 3.54
16.05.2014 4359 Transfer 2070804 3.55
05.06.2014 105633 Transfer 2176437 3.73
12.06.2014 274508 Transfer 2450945 4.20
04.07.2014 -244987 Transfer 2205958 3.78
11.07.2014 3573 Transfer 2209531 3.79
17.10.2014 159000 Transfer 2368531 4.06
06.03.2015 82414 Transfer 2450945 4.20
2450945 4.20 31.05.2015 2450945 4.20
3 Life Insurance Corporation of India 1567363 2.69 01.04.2014 0 Nil
1567363 2.69 31.05.2015 Movement During The Year 1567363 2.69
4 Felex Enterprises Private Limited (Seminary Tie up Private Limited) 1042693 1.79 01-04-2014
12.06.2014 293468 Transfer 1336161 2.29
19.06.2014 26694 Transfer 1362855 2.33
26.06.2014 1819 Transfer 1364674 2.34
04.07.2014 -321981 Transfer 1042693 1.79
29.08.2014 2307 Transfer 1045000 1.79
16.01.2015 5000 Transfer 1050000 1.80
23.01.2015 4510 Transfer 1054510 1.81
30.01.2015 990 Transfer 1055500 1.81
13.02.2015 500 Transfer 1056000 1.81
1056000 1.81 31.05.2015 1056000 1.81
5 Deltra Limited 976500 1.67 01-04-2014 0 Nil
976500 1.67 31.05.2015 Movement During The Year 976500 1.67
6 Yashodham Merchants Private Limited 800000 1.37 01-04-2014 0 Nil
800000 1.37 31.05.2015 Movement During The Year 800000 1.37
7 Nishu Finlease Private Limited 545000 0.93 01-04-2014
12.06.2014 166705 Transfer 711705 1.22
04.07.2014 -166705 Transfer 545000 0.93
30.09.2014 30000 Transfer 575000 0.99
17.10.2014 60000 Transfer 635000 1.09
21.11.2014 4775 Transfer 639775 1.10
05.12.2014 5500 Transfer 645275 1.11
31.12.2014 4725 Transfer 650000 1.11
09.01.2015 -648779 Transfer 1221 0.00
13.02.2015 649779 Transfer 651000 1.12
06.03.2015 54205 Transfer 705205 1.21
13.03.2015 6500 Transfer 711705 1.22
711705 1.22 31.05.2015 711705 1.22
8 Symphony Merchants Private Limited 536000 0.92 01-04-2014
18.04.2014 -536000 Transfer 0 0.00
16.05.2014 536000 Transfer 536000 0.92
536000 0.92 31.05.2015 536000 0.92
9 Arshia Trade Mart Private Limited 465864 0.80 01-04-2014
11.04.2014 500 Transfer 466364 0.80
30.05.2014 2597 Transfer 468961 0.80
12.06.2014 444343 Transfer 913304 1.56
19.06.2014 4310 Transfer 917614 1.57
26.06.2014 30306 Transfer 947920 1.62
04.07.2014 -478959 Transfer 468961 0.80
30.09.2014 1602 Transfer 470563 0.81
17.10.2014 798 Transfer 471361 0.81
24.10.2014 699 Transfer 472060 0.81
31.10.2014 3423 Transfer 475483 0.81
07.11.2014 41664 Transfer 517147 0.89
21.11.2014 10107 Transfer 527254 0.90
28.11.2014 763 Transfer 528017 0.90
05.12.2014 1123 Transfer 529140 0.91
12.12.2014 49625 Transfer 578765 0.99
19.12.2014 29999 Transfer 608764 1.04
31.12.2014 31640 Transfer 640404 1.10
09.01.2015 20713 Transfer 661117 1.13
16.01.2015 5707 Transfer 666824 1.14
23.01.2015 17114 Transfer 683938 1.17
30.01.2015 12028 Transfer 695966 1.19
06.02.2015 22702 Transfer 718668 1.23
13.02.2015 16031 Transfer 734699 1.26
20.02.2015 7255 Transfer 741954 1.27
27.02.2015 14369 Transfer 756323 1.30
06.03.2015 20605 Transfer 776928 1.33
13.03.2015 56970 Transfer 833898 1.43
20.03.2015 55085 Transfer 888983 1.52
888983 1.52 31.05.2015 888983 1.52
10 Blue Blood Equity Trading Private Limited# 240099 0.41 01-04-2014
16.05.2014 -240099 Transfer 0 0.00
0 0.00 31.05.2015 0 0.00
11 Black Fox Financial Private Limited* 20745 0.04 01-04-2014
11-04-2014 500 Transfer 21245 0.04
18-04-2014 140 Transfer 21385 0.04
25.04.2014 1500 Transfer 22885 0.04
02.05.2014 4 Transfer 22889 0.04
09.05.2014 2600 Transfer 25489 0.04
16.05.2014 245559 Transfer 271048 0.46
23.05.2014 500 Transfer 271548 0.47
30.05.2014 16650 Transfer 288198 0.49
12.06.2014 14021 Transfer 302219 0.52
04.07.2014 -9021 Transfer 293198 0.50
30.09.2014 8021 Transfer 301219 0.52
27.02.2015 1000 Transfer 302219 0.52
302219 0.52 31.05.2015 302219 0.52

# Ceased to be in the list of Top 10 Shareholders as on 31-03-2015. The same isreflected above since the shareholder was one of the Top 10 Shareholder as on 01-04-2014

* Not in the list of Top 10 Shareholders as on 01-04-2014. The same is reflected abovesince the shareholder was one of the Top 10 Shareholder as on 31-03-2015.

(v) Shareholding of Directors and Key Managerial Personnel

Sl No. Name Shareholding Date Increase/ Decrease in Shareholding Reason Cumulative Shareholding During the Year (01.04.14 to 31.03.2015)
No of Shares at the beginning (01-04-14)/ End of the Year (31.03.2015) % of total Shares of the Company No. of Shares % of total Shares of the Company
1 Sh. Shekhar Agarwal Chairman & Managing Director CEO & KMP 2616425 4.48 01.04.2014 0 Nil
2616425 4.48 31.03.2015 movement during the year 2616425 4.48
2 Shri Riju Jhunjhunwala Director 0 0.00 01.04.2014 0 Nil
0 0.00 31.03.2015 movement during the year 0 0.00
3 Shri P. S. Dasgupta Director 0 0.00 01.04.2014 0 Nil
0 0.00 31.03.2015 movement during the year 0 0.00
4 Shri Pawan Kumar Deora Director* 0 0.00 01.04.2014 0 Nil
0 0.00 31.03.2015 movement during the year 0 0.00
5 Smt. Sunita Mathur Director# 0 0.00 01.04.2014 0 Nil
0 0.00 31.03.2015 movement during the year 0 0.00
6 Smt. Geeta Mathur Director@ 0 0.00 01.04.2014 0 Nil movement during the year
0 0.00 31.03.2015 0 0.00
7 Ms. Khwahish Rawal Company Secretary and CFO & KMP 0 0.00 01.04.2014 0 Nil movement during the year
0 0.00 31.03.2015 0 0.00

* Shri Pawan Kumar Deora had resigned from the Directorship of the Company w.e.f.27.03.2015 # Smt. Sunita Mathur was co-opted on the Board as Additional Director(Independent) w.e.f. 27.03.2015 @ Smt. Geeta Mathur had resigned from the Directorship ofthe Company w.e.f. 01.01.2015

V. Indebtedness of the Company including interest outstanding/accuried but not due forpayment

Sl. No. Secured Loans excluding deposit Unsecured Loans Deposits Total Indebtedness
1 Indebtedness at the begining of the financial year (01.04.2014)
i) principal Amounts
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in indebtedness during the financial year
Addtion NIL
Reduction
Net Change
2 Indebtedness at the end of the financial year
(31.03.2015)
i)principal Amounts
ii)Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

(In Rs.)

Sl. No. Particulars of Remuneration Shri Shekhar Agarwal Managing Director & CEO* Total Amount
1 Gross salary
(a) Salary as per provisions contained in section
17(1) of the Income-tax Act1961
(b) Value of perquisites u/s 17(2) Income- tax Act1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961
NIL NIL
2 Stock Option
3 Sweat Equity
4 Commission
5 -as % of profit
-others specify
Others please specify
Total (A) NIL NIL
Ceiling as per the Act 918786

* No remuneration is paid to Shri Shekhar Agarwal Managing Director & CEO of theCompany

B. Remuneration to other directors:

(In Rs.)

Name of Directors
Sl No. Particulars of Remuneration Independent Directors Other Non- Executive Directors Total Amount
Sh. P.S. Dasgupta Smt. Geeta Mathur Smt. Sunita Mathur Sh. Riju Jhunjhunwala Sh. Pawan Kumar Deora
-Fee for attending board committee meetings 34000 4000 2000 34000 36000 110000
-Commission 0 0 0 0 0 0
-Others please specify 0 0 0 0 0 0
Total (B) 34000 4000 2000 34000 36000 110000
Total Managerial Remuneration NIL
Overall Ceiling as per the Act 551271

Note: The Company pays only sitting fee to Non Executive Directors includingIndependent Directors for attending the Board Meetings and various meetings of the BoardCommittes

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(In Rs.)

Particulars of Remuneration Key Managerial Personnel
Mr. Shekhar Agarwal Managing Director & CEO* Ms. Khwahish Rawal Company Secretary and CFO (w.e.f. 25/07/2014) Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 286847 286847
(b) Value of perquisites u/s 17(2) Income- tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961
Stock Option Nil
2 Sweat Equity
3 Commission
4 -as % of profit
5 -others specify
Others please specify
Total (A) 286847 286847

* No remuneration is paid to Shri Shekhar Agarwal Managing Director & CEO of theCompany

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD/ NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

ANNEXURE - III TO DIRECTORS' REPORT

NOMINATION & REMUNERATION POLICY

Pursuant to Section 178 of the Companies Act 2013 and Clause 49 of the ListingAgreement every Listed Company is required to constitute a Nomination and RemunerationCommittee with atleast three or more non-executive Directors out of which not less thanone half shall be independent directors. The Company has already a Remuneration Committeewith three Non Executive Independent Directors. In order to align the same with theprovisions of the Companies Act 2013 and the Listing Agreement as amended from time totime the Board of Directors at their meeting held on the 22nd April 2014renamed the "Remuneration Committee" as "Nomination and RemunerationCommittee".

The Nomination and Remuneration Committee and its Policy being in compliance with theprovisions of Section 178 of the Companies Act 2013 read with the applicable Rules soalso Clause 49 of the Listing Agreement applies to the Board of Directors KeyManagerial Personnel and the Senior management Personnel of the Company.

Key Managerial personnel (KMP) means and comprise-

• Managing Director & Chief Executive officer;

• Whole-time Director;

• Company Secretary;

• Chief Financial Officer;

• Such other Officer as may be prescribed.

Senior Management comprise the personnel of the Company who are members of its coremanagement team excluding the Board of Directors so also that would also include allmembers of management one level below the Executive Directors including Functional Heads.

Role and Objective of Committee:

1. To Formulate the criteria for determining qualifications positive attributes andindependence of a Director.

2. Identify persons who are qualified to become Directors and who may be appointed insenior management positions in accordance with the criteria laid down in the policy.

3. Recommend to the Board the appointment and removal of Directors and SeniorManagement.

4. Carry out evaluation of every Director’s performance.

5. Formulate criteria for evaluation of Independent Directors and the Board.

6. Recommend to the Board a Policy relating to the remuneration for the directors keymanagerial personnel and Senior management.

7. To devise a policy on Board diversity

8. To ensure that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to runCompany successfully.

9. To ensure the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks.

10. To develop a Succession Plan for the Board and to review it regularly.

11. To perform such other functions as may be referred by the Board or be necessary inview of the Listing Agreement and the provisions of the Companies Act 2013 and Rules madethereunder.

Membership :

1. The Committee shall comprise at least three (3) Directors all of whom shall benon-executive Directors and at least half of them shall be independent.

2. Minimum two (2) members shall constitute a Quorum for a Committee meeting.

3. Membership of the Committee shall be disclosed in the Annual Report.

4. Term of the Committee shall be continued unless terminated by the Board ofDirectors.

Chairman:

1. Chairman of the Committee shall be an Independent Director.

2. Chairperson of the Company may be appointed as a member of the Committee but shallnot Chair the Committee.

3. In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.

4. Chairman of the Nomination and Remuneration Committee could be present at the AnnualGeneral Meeting or may nominate some other member to answer the shareholders’queries.

Frequency of Meetings:

The meeting of the Committee shall be held at such regular intervals as may berequired.

Committee Member’s Interests:

1. A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

2. The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.

Voting :

1. Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed to be a decision of the Committee.

2. In the case of equality of votes the Chairman of the meeting will have a castingvote.

Appointment of Directors/KMP/Senior Officials:

While recommending a candidate for appointment the Committee shall have regard to:

Assessing the appointee against a range of criteria which includes but not limited toqualifications skills experience background and other qualities required to operatesuccessfully;

The experience and knowledge that the appointee brings to the role of KMP/SeniorOfficials which in turn will enhance the skill sets and experience of the Board as awhole;

The nature of existing positions held by the appointee including directorship and suchother relationship and the impact of the same on the Company’s welfare.

Letter of Appointment:

Each Director/KMP/Senior Official is required to sign the duplicate copy of the letterof appointment issued by the Company which contains the terms and conditions of his/herappointment.

Policy on Board Diversity:

The Nomination and Remuneration Committee shall ensure that the Board of Directors havethe combination of Directors from different areas/fields or as may be consideredappropriate in the best interests of the Company. The Board shall have atleast one Boardmember who has accounting/financial management expertise.

Remuneration of Directors Key Managerial Personnel and Senior Management:

The salaries of Directors Key Management Personnel and other senior officials shall bebased and determined on the individual person’s responsibilities and performance andin accordance with the limits as prescribed statutorily if any.

1. Fixed Pay :

Managerial Person KMP and Senior Management shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee inaccordance with the statutory provisions of the Companies Act 2013 and the rules madethereunder for the time being in force. The salary paid need to be competitive andreflective of the individual’s role responsibility and experience in relation toperformance of day-to-day activities to be usually reviewed on an annual basis;

2. Minimum Remuneration :

If in any financial year the Company has no profits or its profits areinadequate the Company shall pay remuneration to its Managerial Person in accordance withthe provisions of Schedule V of the Companies Act 2013 and if it is not able to complywith such provisions with the prior approval of the Central Government.

3. Provision for excess remuneration :

If any Managerial Person draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he/ sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

4. Increment :

Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managerial Person.

Remuneration to Non-Executive/Independent Director:

1. Remuneration/Commission:

The remuneration/commission shall be in accordance with the statutory provisions of theCompanies Act 2013 and the Rules made there under for the time being in force.

2. Sitting Fees:

The Non- Executive/Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee(s) thereof. Provided that the amount of such feesshall not exceed the maximum amount as provided in the Companies Act 2013 per meeting ofthe Board or Committee or such amount as may be prescribed by the Central Government fromtime to time.

Other Provisions:

Section 197(1) of the Companies Act 2013 provides for the total managerialremuneration payable by the Company to its Directors including Managing Director andWhole Time Director and its Manager in respect of any financial year shall not exceedeleven percent of the net profits of the Company computed in the manner laid down inSection 198 in the manner as prescribed under the Act.

The Company with the approval of the Shareholders and Central Government mayauthorise the payment of remuneration exceeding eleven percent of the net profits of thecompany subject to the provisions of Schedule V.

The Company may with the approval of the shareholders authorise the payment ofremuneration upto five percent of the net profits of the Company to its any one ManagingDirector/ Whole Time Director/Manager and ten percent in case of more than one suchofficial.

The Company may pay remuneration to its Directors other than Managing Director andWhole Time Director upto one percent of the net profits of the Company if there is aManaging Director or Whole Time Director or Manager and three percent of the net profitsin any other case.

The Independent Directors shall not be entitled to any Stock Option.

Evaluation/ Assessment of Directors/ KMPs/Senior Officials of the Company

The evaluation/assessment of the Directors KMPs and the senior officials of theCompany is to be conducted on an annual basis and to satisfy the requirements of theListing Agreement. The following criteria may assist in determining how effective theperformance of the Directors/KMPs/Senior officials has been:

• Leadership & stewardship abilities

• Assess policies structures & procedures

• Regular monitoring of corporate results against projections

• Contributing to clearly define corporate objectives & plans

• Obtain adequate relevant & timely information.

• Review achievement of strategic and operational plans objectives budgets

• Identify monitor & mitigate significant corporate

• Directly monitor & evaluate KMPs senior officials

• Review management’s Succession Plan

• Effective meetings

• Clearly defining role & monitoring activities of Committees

• Review of ethical conduct

Evaluation following the aforesaid parameters will be conducted by the IndependentDirectors for each of the Executive/Non-Independent Directors in a separate meeting of theIndependent Directors. The Executive Director/Non-Independent Directors along with theIndependent Directors will evaluate/ assess each of the Independent Directors relative tothe aforesaid parameters. Only the Independent Director being evaluated will notparticipate in the said evaluation discussion.

DEVIATIONS FROM THIS POLICY:

Deviations on elements of this policy when deemed necessary in the interests of theCompany will be made if there are specific reasons to do so in an individual case.

ANNEXURE - IV TO DIRECTORS' REPORT

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo required under Companies(Accounts) Rules 2014 I Conservation of Energy

Not Applicable

II. TECHNOLOGY ABSORPTION Not Applicable

III. Foreign Exchange Earnings and Outgo.

During the year the Company had no Foreign Exchange earning and outgo as compared tothe previous year the Company has earned foreign exchange of Rs. 12710146/- at FOBprice against an outgo of Rs. 119831/-

ANNEXURE - V TO DIRECTORS' REPORT

DETAILS PERTAINING TO RENUMERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

(i) the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

Median Salary for FY 2014-15 Since there is only one Employee of the Company themedian cannot be calculated

Name of the Director Remuneration for the Financial Year 2014-15 (Rs. In lacs) Ratio
Sh. Shekhar Agarwal* 0 0.00

* No remuneration is paid to Shri Shekhar Agarwal Chairman & Managing Director ofthe Company

(ii) the percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary or manager if any in the financial year

Name of the Director Remuneration for the Financial Year 2014-15 (Rs. In lacs) % increase in remuneration
1 Sh. Shekhar Agarwal* 0
2 Ms. Khwahish Rawal# 2.87

* No remuneration is paid to Shri Shekhar Agarwal Chairman & Managing Director ofthe Company

# Ms. Khwahish Rawal was appointed as a Company Secretary & Chief Financial Officerw.e.f. 25th July 2014

(iii) the percentage increase in the median remuneration of employees in the financialyear;

% increase in the Median remuneration of the employees in the FY Since there is only one Employee of the Company the median cannot be calculated

(iv) the number of permanent employees on the rolls of Company

No. of Permanent Employees as on 31 March 2015 1

(v) The explanation on the relationship between average increase in remuneration andCompany performance.

Sh. Shekhar Agarwal Managing Director of the Company does not draw any remuneration.As the Appointment of Ms. Khwahish Rawal was done w.e.f. 25th July 2014 therefore therewas no increase in the remuneration during the Financial year 2014-15.

(vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company

Profit before tax has marginally declined fromRs. 190.86 Lac in Financial Year 2013-14to Rs. 183.76 Lac for the Financial Year 2014-15. The total remuneration paid tothe Key Managerial Personnel for Financial Year 2013-14 was Rs. 426071/- and for theFinancial Year 2014-15 was Rs. 359383/-. The remuneration payable to the Key Managerialpersonnel is in line with the performance of the Company.

(vii) variations in the market capitalisation of the company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the company incomparison to the rate at which the company came out with the last public offer in case ofListed Companies.

(Rs. in lac)

Capitalisation as on 31st March 2015 Capitalisation as on 31st March 2014 Variation %
(In Lac) (In Lac)
Variation in the market capitalisation of the Company (BSE) 6660.40 3187.18 3473.21 108.97
P/E ratio as on 31st March 2015 P/E ratio as on 31st March 2014 Variation %
At BSE 40.75 18.83 21.92 116.44

The Company did not come out with an IPO as the Company was demerged from M/s RSWMLimited.

(viii) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration;

The Company has only one employee the said comparison cannot be done.

(ix) comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company;

Profit before tax has marginally declined fromRs. 190.86 Lac in Financial Year 2013-14to Rs. 183.76 Lac for the Financial Year 2014-15. The total remuneration paid tothe Key Managerial Personnel for Financial Year 2013-14 was Rs. 426071/- and for theFinancial Year 2014-15 was Rs. 359383/-. The remuneration payable to the Key Managerialpersonnel is in line with the performance of the Company.

(x) the key parameters for any variable component of remuneration availed by thedirectors

None

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year; and

None

(xii) affirmation that the remuneration is as per the remuneration policy of thecompany.

Yes it is affirmed that the remuneration is as per the remuneration policy of theCompany.

Annexure- VI to Directors’ Report

FORM AOC -1

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and

Joint Ventures

Name of associates/Joint Ventures BMD Private Limited
1. Latest audited Balance Sheet Date 31 March 2015 (Unaudited)
2. Shares of Associate held by the company on the year end
No. 6600000 Equity Shares
Amount of Investment in Associate Rs. 66000000/-
Extend of Holding% 49.95%
3. Description of how there is significant influence No significant influence
4. Reason why the associate is not consolidated As per Notification dated 14th October 2014 issued by the Ministry of Corporate Affairs the Company was not required to consolidate the Financial Statements of its Associate since the Company does not have a Subsidiary.
5. Net worth attributable to shareholding as per latest audited Balance Sheet Rs. 9204 Crore (49.95% of Rs. 184.27 Crore)
6. Profit/Loss for the year Rs. 12.28 Crore (PAT)
i. Considered in Consolidation N.A.
ii. Not Considered in Consolidation N.A.

1. Names of associates or Joint Ventures which are yet to commence operations. N.A. 2.Names of associates or Joint ventures which have been liquidated or sold during the year.N.A.

For and on behalf of Board of Directors

Sd/- Sd/- Sd/-
Shekhar Agarwal Riju Jhunjhunwala Khwahish Rawal
Chairman & Managing Director Director Company Secretary & Chief Financial Officer
DIN: 00066113 DIN: 00061060 Membership No. A32119

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