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BNR Udyog Ltd.

BSE: 530809 Sector: IT
NSE: N.A. ISIN Code: INE355C01016
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VOLUME 604
52-Week high 62.40
52-Week low 24.70
P/E 29.01
Mkt Cap.(Rs cr) 8
Buy Price 0.00
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Sell Price 27.85
Sell Qty 101.00
OPEN 28.00
CLOSE 28.00
VOLUME 604
52-Week high 62.40
52-Week low 24.70
P/E 29.01
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 27.85
Sell Qty 101.00

BNR Udyog Ltd. (BNRUDYOG) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting before you the 23rd Director'sReport of the Company together with the Audited Statements of Accounts for the year ended31st March 2017.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance during the period ended 31st March 2017 has been as under:

Amount (Rs. in Lakhs )

Particulars 2016-17 2015-16
Total Income 1295.49 851.52
Total Expenditure 1261.77 868.85
Profit before Tax 33.72 (17.33)
Provision for Taxation 1.07 3.62
Profit after Tax 32.65 (20.95)
Transfer to General Reserve 1-00
Profit available for appropriation 31.65 (20.95)
Provision for Proposed Equity Dividend 25.28
Balance Carried to Balance Sheet 6.37 (20.95)

During the year under review the Company has recorded a total income of Rs. 1295.49Lakhs and profit of Rs. 32.65 Lakhs as against the income of Rs. 851.52 Lakhs and loss ofRs. 20.95 Lakhs in the previous financial year ending 31.03.2016.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of theCompany between 31st March and the date of Board's Report. (i.e. 05.08.2017)

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

4. DEPOSITS FROM PUBLIC:

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

5. TRANSFER TO RESERVES:

During the year under review the Company has transferred an amount of Rs. 100000 /-to General Reserves.

6. DIVIDEND:

The Directors are pleased to recommend a Dividend of Re.0.70 per share on the Paid upEquity Share Capital of the Company in respect of the financial year 2016-17. The totaloutgo on account of dividend inclusive of dividend tax stands at Rs. 2527511/-- forwhich necessary provision has been made in the accounts.

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

8. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014.

9. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014.

10. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.

11. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.

12.DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS COURTS TRIBUNALSIMPACTING THE GOING CONCERN BASIS OF THE COMPANY:

There were no significant material orders passed by regulators courts tribunalsimpacting the going concern basis of the Company.

13.AUTHORISED AND PAID UP CAPITAL OF THE COMPANY:

The authorized capital of the Company stands at Rs. 50000000/- divided into5000000 equity shares of Rs.10/-each and The Company's paid up capital stands atRs.30000000/-divided into 3000000 equity shares of Rs. 10/- each.

14.EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report.

15.DIRECTORS AND KEY MANANGERIAL PERSONNEL:

In accordance with the provisions of the companies Act2013 Mr. Sandeep Rathi ((holdingDIN: 05261139) Executive Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment.

19.GOODS AND SERVICES TAX (GST)

The introduction of Goods and Services Tax (GST) is a very significant step in thefield of indirect tax reforms in India. By amalgamating a large number of Central andState taxes into a single tax it would mitigate cascading or double taxation in a majorway and pave the way for a common national market.

The transition to GST scenario is a major change process and the Company hasestablished a dedicated team to evaluate the impact analysis and carry out changes to thebusiness process & IT systems as per the GST framework.

20.INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THESUBSIDIARIES/ASSOCIATES:

The Company does not have any subsidiary Company (ies).

21.STATUTORY AUDITORS:

The existing auditors M/s. Laxminivas & Jain will retire at the ensuing AnnualGeneral Meeting. Accordingly the appointment of M/s. Laxminivas & Co. as statutoryauditors of the Company in place of retiring auditors is placed for approval by theshareholders. The Auditors' Report for fiscal year 2017 does not contain anyqualification reservation or adverse remark.

22.INTERNAL AUDITORS:

M/s.P P K G & Co Chartered Accountants Hyderabad are the internal Auditors of theCompany for the financial year 2017-18.

23.SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 Secretarial audit report as provided by M/s. S. S. Reddy & AssociatesPracticing Company Secretaries is annexed to this Report as annexure.

The Board at its meeting held on May 29 2017 has reappointed M/s. S. S. Reddy &Associates Practicing Company Secretaries as Secretarial Auditor for conductingSecretarial Audit of the Company for FY 2017-18.

24.AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2017 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the robust growth in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of Section 204 of the Companies Act 2013 has noted that the same doesnot have any reservation qualification or adverse remarks.

25.CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 3913509/- ($ 58307)

Foreign Exchange Outgo: Rs. NIL

26. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearSection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

27. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.

28. INSURANCE:

The properties and assets of your Company are adequately insured.

29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The particulars of loans guarantees and investments under Section 186 of the Act readwith the Companies (Meetings of Board and its Powers) Rules 2014 form part of the notesto the financial statement provided in this Annual Report.

30. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well-structured riskmanagement process.

31. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.bnrul.com.

Your Directors draw attention of the members to Note 2 (iii) to the financial statementwhich sets out related party disclosures.

32. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

33. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under Section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 the ratio of remuneration tomaiden employees is 1: 2.14 times in case of Mr. Kamal Narayan Rathi Managing-Director ofthe Company and 1: 1.04 times in case of Mr. Sandeep Rathi Executive Director of theCompany.

34. NON-EXECUTIVE DIRECTOR'S COMPENSATION AND DISCLOSURES:

None of the Independent/Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

35. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.

36. SECRETARIAL STANDARDS:

The Company are in compliance with Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.

37. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.

None of the employees is drawing more than Rs. 850000/- per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of CompaniesAct 2013 read with Rule 5 of Companies(Appointment & Remuneration Of ManagerialPersonnel) Rules 2014.

38.COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:

The Company's philosophy on Corporate Governance is backed by Principles of ConcernCommitment Ethics Excellence and Learning in all its acts and relationships withStakeholders Clients Associates and Community at large. This philosophy revolves aroundfair and transparent governance and disclosure practices in line with the principles ofGood Corporate Governance. The Corporate Governance Structure in the Company assignsresponsibilities and entrusts authority among different participants in the organizationviz. the Board of Directors the Senior Management Employees etc. The Company believesthat good Corporate Governance is a continuous process and strives to improve theCorporate Governance practices to meet shareholder's expectations.

39.BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our websitewww.bnrul.com

40. BOARD EVALUATION:

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as : Board dynamics andrelationships Information flows Decision-making Relationship with stakeholders Companyperformance and strategy Tracking Board and committees' effectiveness Peer evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate Governance Report. The Board approved the evaluation results ascollated by the nomination and remuneration committee.

41. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company framed the following policies which are available on Company's websitei.e. www.bnrul.com Board Diversity Policy Policy on Preservation of Documents RiskManagement Policy Whistle Blower Policy Familiarisation Programme for IndependentDirectors Sexual Harassment Policy Related Party Policy Code of Conduct for Board ofDirectors and Senior Management Personnel

42. ‘BNR UDYOG' CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company. The policy has beenformulated to regulate monitor and ensure reporting of deals by employees and to maintainthe highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website www.bnrul.com

43.BOARD OF DIRECTORS:

The primary role of the Board is that of trusteeship to protect and enhance shareholdervalue through strategic supervision of the Company.

As trustees the Board has a fiduciary responsibility towards all the shareholders andensures that the Company has clear goals aligned to shareholder value and its growth. TheBoard sets strategic goals and seeks accountability for their fulfillment. The Board alsoprovides direction and exercises appropriate control to ensure that the Company is managedin a manner that fulfils all stakeholders' aspirations and societal expectations. TheBoard as part and parcel of its functioning also periodically reviews its role.

44. COMPOSITION OF THE BOARD:

The composition of the Board of Directors of the Company is an appropriate combinationof executive and non-executive Directors with right element of independence. As on March31 2017 the Company's Board comprised of five Directors two promoter Directors. Inaddition there are three independent Directors on the Board. In terms of clause 17(1) (b)of SEBI (LODR) Regulations 2015 the Company is required to have one half of totalDirectors as independent Directors. The non-executive Directors are appointed orre-appointed based on the recommendation of the Nomination & Remuneration Committeewhich considers their overall experience expertise and industry knowledge. One third ofthe non-executive Directors other than independent Directors are liable to retire byrotation every year and are eligible for reappointment subject to approval by theshareholders.

45.NUMBER OF BOARD MEETINGS:

The Board of Directors met Four (4) times during the financial year on 30.05.201603.08.2016 11.11.2016 and on 07-02- 2017. The maximum time gap between any two meetingswas less than four months. The agenda for each meeting is prepared well in advance alongwith explanatory notes wherever required and distributed to all Directors.

46. ATTENDANCE AND DIRECTORSHIPS HELD:

As mandated by the SEBI (LODR) Regulations 2015 none of the Directors are members ofmore than ten Board-level committees nor are they chairman of more than five committees inwhich they are members. Further all the Directors have confirmed that they do not serve asan independent director in more than seven listed companies or where they are Whole-TimeDirectors in any listed Company then they do not serve as independent director in morethan three listed Companies.

The names and categories of the Directors on the Board their attendance at Boardmeeting during the year and at last Annual General Meeting as also the number ofDirectorships and Committee memberships held by them in other companies are shown in Table1.

Table-1
Name of Director Relationship with other Directors Category No. of Meetings Held No. of Meetings Attended Whether Attended Last AGM No. of Outside Directorships of Public Companies No. of Committee Memberships No. of Committee Chairman- ships
Mr.Kamal Narayan Rathi Father of Mr.Sandeep Rathi P & M D 4 4 Yes
Mr. Sandeep Rathi Son of Mr. Kamal Narayan Rathi P & E D 4 4 Yes
Mr. J. Vikramdev Rao None ID & NED 4 3 Yes
Mr. T. Bharadwaj None ID & NED 4 4 Yes
Dr. M. Priyadarshini None ID & NED 4 4 Yes

47.INFORMATION SUPPLIED TO THE BOARD:

The Board has complete access to all information of the Company and is regularlyprovided advanced detailed information as a part of the agenda papers or is tabledtherein. In addition detailed quarterly performance report by the CFO is presented in thequarterly Board meeting encompassing all facts of the Company's operations during thequarter including update of key projects outlook and matters relating to environmenthealth & safety corporate social responsibility etc. The following information isprovided to the Board as a part of the agenda papers:

• Annual and Quarterly financial statements for the Company and the AccountingPolicy.

• Minutes of the meetings of the Audit Committee and other Committees of theBoard.

• Annual business plan.

• Information on recruitment and remuneration of senior officers just below thelevel of Board including the appointment or removal of Chief Financial Officer andCompany Secretary whenever required.

• Expansion projects and its status monitoring.

• Fatal or serious accidents injuries or any material environmental problems ifany.

• Any material default in financial obligations to and by the Company orsubstantial non- payment for goods sold by the Company if any.

• Significant labour problems and their proposed solutions whenever necessary.

• Any significant development in human resources/industrial relations includinglong- term wage agreement major voluntary retirement scheme etc.

• Quarterly details of foreign exchange exposures and the steps taken by themanagement to limit the risks of adverse exchange rate movement if material.

• Quarterly disclosure of all the investments made.

• Material non-compliance of any regulatory statutory nature or listingrequirements and shareholders service such as non-payment of dividend delay in sharetransfer and others if any.

• Quarterly review of compliance status under various laws applicable to theCompany.

• Substantial non-payment of goods sold by the Company except disputes.

• Related Party Transactions if they are not at arm's length and in the ordinarycourse of business.

• Half-yearly summary of bank guarantees issued.

• All other matters required to be placed before the Board for itsreview/information/approval under the statutes including SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

48. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents reports internal policies andsite visits to enable them to familiarise with the Company's operations its proceduresand practices. Periodic presentations are made at the Board and Board Committee Meetingson business and performance updates of the Company business strategy and risks involved.Detailed presentations on the Company's business segments were made at the meetings of theDirectors held during the year. Details of the same are available on www.bnrul.com

49.DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Mr. Kamal Narayan Rathi Managing Director and Mr.Sandeep Rathi Executive Director cumCFO of the Company are inter se related as father and son respectively

50.NUMBER OF SHARES AND CONVERTIBLE INSTRUMENTS HELD BY NON-EXECUTIVE DIRECTORS:

None of the Non-executive Directors of the Company hold any shares and convertibleinstruments in their name.

51.COMMITTEES OF THE BOARD:

The Company has four Board-level Committees - Audit Committee Stakeholder RelationshipCommittee Nomination & Remuneration Committee and Risk Management Committee. Alldecisions pertaining to the constitution of Committees appointment of members and fixingof terms of service for Committee members are taken by the Board of Directors. Details onthe role and composition of these Committees including the number of meetings held duringthe financial year and the related attendance are provided below:

52.AUDIT COMMITTEE:

(Constituted in terms of Section 177 of the Companies Act 2013 read with Regulation 18of SEBI LODR Regulations 2015).

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Company has constituted a qualified and independent Audit Committee which acts as alink between the management external and internal auditors and the Board of Directors ofthe Company. The Committee is responsible for overseeing the Company's financial reportingprocess by providing direction to audit function and monitoring the scope and quality ofinternal and statutory audits.

The brief description of the terms of reference of the Committee is given below:Overview of the Company's financial reporting process and disclosure of its financialinformation to ensure that the financial statements reflect a true and fair position andthat sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors fixation of auditfee and also approval of payment for any other services.

• Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

• Reviewing the financial statements and draft audit report includingquarterly/half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board focusing on:

a. Any changes in accounting policies and practices.

b. Qualification in draft audit report.

c. Significant adjustments arising out of audit.

d. The going concern concept.

e. Compliance with accounting standards.

f. Compliance with stock exchange and legal requirements concerning financialstatements and

g. Any related party transactions.

• Reviewing the Company's financial and risk management policies.

• Disclosure of contingent liabilities.

• Reviewing with management external and internal auditors the adequacy ofinternal control systems.

• Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow-upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

• Reviewing compliances as regards the Company's Whistle Blower Policy.

B. COMPOSITION MEETINGS & ATTENDANCE:

The composition of the Audit Committee and the details of meetings attended by itsmembers are given below: The Audit Committee met Four times during the year on 30.05.201603.08.2016 11.11.2016 and 07.02.2017.

Name Designation Category No of Meetings held No of Meetings attended
Mr. J. Vikramdev Rao Chairman NED(I) 4 3
Mr. T. Bharadwaj Member NED(I) 4 4
Dr. M. Priyadarshini Member NED(I) 4 4

NED (I) : Non Executive Independent Director

53.NOMINATION AND REMUNERATION COMMITTEE: (Constituted in terms of Section 178 of theCompanies Act 2013 read with Regulation 19 of SEBI LODR Regulations 2015)

The Committee comprises of three non-executive independent Directors

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

• To approve the fixation/revision of remuneration of Executive Directors of theCompany and while approving:

• a. to take into account the financial position of the Company trend in theindustry appointee's qualification experience past performance past remuneration etc.

b. to bring out objectivity in determining the remuneration package while striking abalance between the interest of the Company and the Shareholders.

• To identify persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and to recommendto the Board their appointment and /or removal.

• To carry out evaluation of every Director's performance.

• To formulate the criteria for determining qualifications positive attributesand independence of a Director and recommend to the Board a policy relating to theremuneration for the Directors key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• To recommend/review remuneration of the Managing Director and Executive Directorbased on their performance and defined assessment criteria.

B. COMPOSITION OF THE COMMITTEE MEETINGS AND ATTENDANE DURING THE YEAR:

Name Designation Category No of Meetings held No of Meetings attended
Mr. T. Bharadwaj Chairman NED(I) - -
Mr. J. Vikramdev Rao Member NED(I) - -
Dr. M. Priyadarshini Member NED(I) - -

NED (I) : Non Executive Independent Director

54.PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The Nomination & Remuneration Committee shall evaluate each individual with theobjective of having a group that best enables the success of the Company's business.

Policy:

1. The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members.

The objective is to have a board with diverse background and experience that arerelevant for the Company's operations.

2. In evaluating the suitability of individual Board member the NR Committee may takeinto account factors such as: General understanding of the Company's business dynamicsglobal business and social perspective.

• Educational and professional background. Standing in the profession.

• Personal and professional ethics integrity and values.

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

2.1 The proposed appointee shall also fulfil the following requirements.

• shall possess a Director Identification Number.

• shall not be disqualified under the Companies Act 2013.

• shall endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting.

• shall abide by the code of conduct established by the Company for Directors andsenior Management personnel.

• shall disclose his concern or interest in any Company or Companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made.

• Such other requirements as may be prescribed from time to time under theCompanies Act 2013.

3. Criteria of independence

3.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually.

The Board shall re-assess determinations of independence when any new interest orrelationships are disclosed by a Director.

3.2 The criteria of independence shall be in accordance with guidelines as laid down incompanies Act 2013 and Regulation 16(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

3.3 The independent Director shall abide by the "code for independent Directors"as specified in Schedule IV to the companies Act 2013.

4. Other directorships/ committee memberships

4.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited Companies in such a way that itdoes not interfere with their role as Director of the Company. The NR Committee shall takeinto account the nature of and the time involved in a director service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

4.2 A Director shall not serve as director in more than 20 companies of which not morethan 10 shall be public limited Companies.

4.3 A Director shall not serve as an independent Director in more than 7 listedCompanies and not more than 3 listed Companies in case he is serving as a whole-timeDirector in any listed Company.

4.4 A Director shall not be member in more than 10 committees or act as chairman ofmore than 5 committee across all Companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andStakeholder's Relationship Committee of all Public Limited Companies whether listed ornot shall be included and all other Companies including Private Limited CompaniesForeign Companies and Companies under Section 8 of the Companies Act 2013 shall beexcluded.

55.STAKEHOLDER'S RELATIONSHIP COMMITTEE: (Constituted in terms of Section 178 of theCompanies Act 2013 read with Regulation 20 of SEBI LODR Regulations 2015)

The Company has constituted a Stakeholder's Relationship Committee pursuant to theprovisions of Regulation 20 of the SEBI Listing Regulations and Section 178 of the Act.

i. Terms of Reference

The Committee considers and resolves the grievances of the security holders. TheCommittee also reviews the manner and time-lines of dealing with complaint lettersreceived from Stock Exchanges/SEBI/Ministry of Corporate Affairs etc. and the responsesthereto. Based on the delegated powers of the Board of Directors the Managing Directorapproves the share transfers/ transmissions on a regular basis and the same is reported atthe next meeting of the Committee normally held every quarter.

Ms. Sonal Agarwal Company Secretary is the Secretary to the Committee and theCompliance Officer appointed for the compliance of capital market related laws.

ii. Composition:

The composition of the Stakeholder's Relationship Committee and the details of meetingsattended by its members are given below:

Name Designation Category Number of Meetings during the financial year 2016-17
held Attended
Mr. J. Vikramdev Rao Chairperson NED(I) 4 3
Mr. T. Bharadwaj Member NED(I) 4 4
Dr. Priyadarshini Manvikar Member NED(I) 4 4
Mr. Sandeep Rathi Member ED cum CFO 4 4

NED (I) : Non Executive Independent Director

ED cum CFO: Executive Director cum Chief Financial Officer

iii.Meetings

Four Stakeholder's Relationship Committee meetings were held during the year and thegap between two meetings did not exceed one hundred and twenty days. The dates on whichthe said meetings were held are as follows: 30.05.2016 03.08.2016 11.11. 2016 and07.02.2017.

The necessary quorum was present for all the meetings.

56.DETAILS OF COMPLAINTS/REQUESTS RECEIVED RESOLVED AND PENDING DURING THE YEAR2016-17

NUMBER OF COMPLAINTS NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission complaints received from SEBI/Registrar of Companies/Bombay Stock Exchange/National Stock Exchange/ SCORE and so on NIL
Number of complaints resolved NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31 2017 NIL
Complaints pending as on March 31 2017 NIL
Number of Share transfers pending for approval as on March 31 2017 NIL

57.REMUNERATION OF DIRECTORS:

A. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS

VIS--VIS THE LISTED COMPANY:

The Non- Executive Directors have no pecuniary relationship or transactions.

B. CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS:

Policy:

1. Remuneration to Executive Director and key managerial personnel

1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the Companywithin the overall limit approved by the shareholders.

1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the Company.

1.3 The remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual Performance Bonus

1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NRcommittee and Annual Performance Bonus will be approved by the committee based on theachievement against the annual plan and Objectives.

2. Remuneration to Non – Executive Directors

2.1 The Board on the recommendation of the NR Committee shall review and approve theremuneration payable to the Non – Executive Directors of the Company within theoverall limits approved by the shareholders.

2.2 Non – Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof. The Non- Executive Directors shall alsobe entitled to profit related commission in addition to the sitting fees.

3. Remuneration to other employees

3.1.Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.

Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

C. REMUNERATION TO DIRECTORS PAID DURING THE FINANCIAL YEAR 2016-17.

Name of the Director Salary (Rs.) Sitting Fees (Rs.) No. of Shares held Service Contracts Stock Option Details Fixed Component Performance Based Incentive
Mr. Kamal Narayan Rathi 970984 1737634
Mr. Sandeep Rathi 507632 135774
Mr.J.Vikramdev Rao 10194
Mr. T. Bharadwaj 13.592
Dr. M. Priyadarshini 13.592

58.INDEPENDENT DIRECTOR'S MEETING:

As per clause 7 of the Schedule IV of the Companies Act (Code for IndependentDirectors) a separate meeting of the Independent Directors of the Company (without theattendance of Non-Independent directors) was held on 07.02.2017 to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board ofDirectors as whole;

2. Evaluation of the quality content and timelines of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors of the Company were present at the meeting.

As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company regularly familiarizesIndependent Directors with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. The details of the familiarization program is given at Company's website(http://www.bnrul.com Investor Relations)

The meeting also reviewed and evaluated the performance of non-independent directors.The Company has 2 non-independent directors namely:

i.) Mr. Kamal Narayan Rathi –Managing Director

ii.) Mr. Sandeep Rathi – Executive Director cum CFO

The meeting recognized the significant contribution made by Mr. Kamal Narayan Rathi indirecting the Company towards the success path and placing the Company globally in MedicalTranscription.

The meeting also reviewed and evaluated the performance of the Board as whole in termsof the following aspects:•

• Preparedness for Board/Committee meetings•

• Attendance at the Board/Committee meetings•

• Guidance on corporate strategy risk policy corporate performance andoverseeing

• acquisitions and disinvestments.

• Monitoring the effectiveness of the Company's governance practices

• Ensuring a transparent board nomination process with the diversity ofexperience

• knowledge perspective in the Board.

• Ensuring the integrity of the Company's accounting and financial reportingsystems

• including the independent audit and that appropriate systems of control are inplace in particular systems for financial and operational control and compliance withthe law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of propernotice and circulation of the agenda of the meeting with the relevant notes thereon.

59.REMUNERATION POLICY:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities should and individual performance.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTOR'S INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee"means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-Section (6) ofSection 149 of the Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

Remuneration policy for Directors key managerial personnel and other employees:

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings: 2.1"Director" means a Director appointed to the Board of the Company.

2.2 "Key Managerial Personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Executive director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the Companies Act 2013 2.3"Nomination and Remuneration committee" means the committee constituted by Boardin accordance with the provisions of Section178 of the Companies Act 2013 and Regulation19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

60. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act 2013 read with clause VII (1) of the ScheduleIV and rules made thereunder and regulation 25(7) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the independent directors of the Company had ameeting on 17/02/2017 without attendance of non-independent directors and members ofmanagement. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairman of the Company taking into account theviews of executive directors and non-executive directors;

(c) Assessing the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors.The company has two non-independent directors namely:

i.) Mr. Kamal Narayan Rathi –Managing Director

ii.) Mr. Sandeep Rathi –Executive Director cum CFO

The meeting recognized the significant contribution made by Mr. Kamal Narayan Rathi indirecting the Company towards the success path and placing the Company globally in MedicalTranscription.

The meeting also reviewed and evaluated the performance the Board as whole in terms ofthe following aspects:• Preparedness for Board/Committee meetings.

• Attendance at the Board/Committee meetings.

• Guidance on corporate strategy risk policy corporate performance andoverseeing acquisitions and disinvestments.

• Monitoring the effectiveness of the Company's governance practices.

• Ensuring a transparent board nomination process with the diversity ofexperience knowledge & perspective in the Board.

• Ensuring the integrity of the Company's accounting and financial reportingsystems including the independent audit and that appropriate systems of control are inplace in particular systems for financial and operational control and compliance withthe law and relevant standards.

• It was noted that the Board Meetings have been conducted with the issuance ofproper notice and circulation of the agenda of the meeting with the relevant notesthereon.

61.RISK MANAGEMENT COMMITTEE:

A.) COMPOSITION:

The Details of composition of the Committee are given below:

Name Designation Category
Mr. Kamal Narayan Rathi Chairman MD
Mr. T. Bharadwaj Member NED(1)
Mr. Sandeep Rathi Member ED cum CFO

NED (I) : Non Executive Independent Director

MD : Managing Director

ED : Executive Director

CFO : Chief Financial Officer

B) ROLE AND RESPONSIBILITIES OF THE COMMITTEE INCLUDES THE FOLLOWING:

• Framing of Risk Management Plan and Policy

• Overseeing implementation of Risk Management Plan and Policy• Monitoring ofRisk Management Plan and Policy

• Validating the process of risk management.• Validating the procedure forRisk minimisation.

• Periodically reviewing and evaluating the Risk Management Policy and practiceswith respect to risk assessment and risk management processes.

• Continually obtaining reasonable assurance from management that all known andemerging risks have been identified and mitigated or managed.

62.DETAILS ON GENERAL BODY MEETINGS:

A. LOCATION DATE AND TIME OF LAST THREE AGMS AND SPECIAL RESOLUTIONS THERE AT ASUNDER:

Financial Year Date Time Location Special Resolution
2015-16 13.09.2016 10.30 Rajasthani Graduate 1. The appointment of
A.M. Association Snatak Bhawan 5-4-790/1 1st Floor Abids Hyderabad – 500 001. Mr. J. Vikramdev Rao as an Independent Director who has the attained the age of 70 years .
2014-15 03.09.2015 10.30 A.M. Hotel Inner Circle Rajbhavan Road Somajiguda Hyderabad–82. 1. Re-appointment of Mr. Kamal Narayan Rathi (DIN: 00011549) as M. Director.
2. Amendment of Articles of of the Company.
2013-14 03.09.2014 10.00 A.M Hotel Inner Circle Rajbhavan Road Somajiguda Hyderabad–82.

63.PASSING OF RESOLUTIONS BY POSTAL BALLOT:

There were no resolutions passed by the Company through Postal Ballot during thefinancial year 2016-17.

64.MEANS OF COMMUNICATION:

The Company regularly intimates its financial results audited/limited reviewed to theStock Exchange as soon as the same are taken on record/approved. These financial resultsare published in the Business Standard in English and Nava Telangana in Telugu languagenewspaper respectively. These results are not distributed/ sent individually to theshareholders.

In terms of the requirements of listing regulations of SEBI the un-audited financialresults as well as audited financial results shareholding pattern of the Company andCorporate Governance Report are electronically submitted unless there are technicaldifficulties and are displayed through Corporate Filing and Dissemination System viz. onwww.listing.bseindia.com.

The un-audited financial results as well as audited financial results shareholdingpattern of the Company and Report on Corporate Governance are displayed onwww.bseindia.com. All important information and official press releases are displayed onthe website for the benefit of the public at large.

Analyst's Reports/ Research Report if any are also uploaded on the website of theCompany. The Company's website can be accessed at www. bnrul.com

65.GENERAL SHAREHOLDER INFORMATION: ANNUAL GENERAL MEETING:

A) The Twenty-Third Annual General Meeting of the Company will be held as per thefollowing schedule:

Day Monday
Date 11.09.2017
Time 10.15 a.m.
Venue A'La Liberty A.G. Heights Road No. 12 Banjara Hills Hyderabad-37

B) FINANCIAL YEAR AND FINANCIAL YEAR CALENDAR 2016-17 (TENTATIVE SCHEDULE)

Financial Year 2017-18
First Quarterly Results 14.08.2017
Second Quarterly Results 14.11.2017
Third Quarterly Results 14.02.2018
Fourth Quarterly Results 30.05.2018
Annual General Meeting for year ending 31st March 2018 30.09.2018

C) NAME AND ADDRESS OF EACH STOCK EXCHANGE WHERE THE COMPANY'S

SECURITIES ARE LISTED:

EXCHANGE: BSE LIMITED Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001.

D) STOCK CODE:
EXCHANGE: BSE Limited CODE: BNRUDY

E) STOCK MARKET PRICE DATA:

Month Open Price High Price Low Price Close Price No.of Shares Traded
Apr-16 32.35 34.60 28.80 30.20 8476
May-16 31.30 36.40 30.00 32.90 888
Jun-16 33.00 40.55 31.30 40.50 153
Jul-16 38.50 40.95 34.05 37.30 6282
ug-16 38.70 39.45 33.30 33.30 4052
Sep-16 31.70 33.30 23.35 26.20 3040
Oct-16 24.95 33.85 24.95 33.75 5102
Nov-16 35.40 39.70 32.10 37.75 3099
Dec-16 39.30 41.20 35.50 40.00 4196
Jan-17 39.00 48.75 35.15 48.75 4683
Feb-17 50.40 51.75 42.55 46.00 2587
Mar-17 46.00 49.35 37.85 40.25 19611

G) REGISTRAR AND SHARE TRANSFER AGENTS:

Karvy Computershare Private Limited

Karvy Selenium Tower B Plot No. 31-32

Gachibowli Financial District

Nanakramguda Hyderabad-500 032

H) SHARE TRANSFER SYSTEM:

Shares received for transfer by the Company or its Registrar and Share Transfer Agentin physical mode are processed and all valid transfers are approved. The sharecertificate(s) is/are duly transferred and despatched within a period of 15 days from thedate of receipt.

I) DISTRIBUTION OF SHAREHOLDING:

HOLDING CASES % OF CASES NO. OF SHARES HELDS % AMOUNT
1 – 5000 1069 84.57 154071 5.14
5001 – 10000 85 6.72 71184 2.37
10001 – 20000 46 3.64 674180 2.25
20001 – 30000 29 2.29 76138 2.54
30001 – 40000 13 1.03 47348 1.58
40001 – 50000 5 0.40 22256 0.74
50001 – 100000 8 0.63 66098 2.20
100001 and above 9 0.71 2495487 83.18

J) DEMATERIALISATION & LIQUIDITY OF SHARES:

Trading in Company's shares is permitted only in dematerialized form for all investors.The ISIN allotted to the Company's scrip is INE355C01016.

Investors are therefore advised to open a demat account with a depository participantof their choice to trade in dematerialized form. Shares held in demat and physical mode ason March 31 2017 is as follows:

Particulars No. of Shares % Share Capital
NSDL 356896 11.90
CDSL 2453588 81.79
PHYSICAL 189516 6.32
Total 3000000 100.00

To enable us to serve our investors better we request shareholders whose shares are inthe physical mode to dematerialize their shares and update their bank accounts withrespective depository participants.

K) ADDRESS FOR CORRESPONDANCE:

Ms. Sonal Agarwal

Address:

6-3-650 218 2nd floor

Maheshwari Chambers Somajiguda

Hyderabad 500082

Telangana India

Tel: +91 - 40 - 23375791/ 793

66) GENERAL SHARE HOLDER INFORMATION

A) BOOK CLOSURE DATE:

5th September 2017 to 11th September 2017 (both days inclusive)

B) LISTING ON STOCK EXCHANGES:

The equity shares of the Company are listed on BSE Ltd. The Company has paid thelisting fees for the year 2017-18 to BSE limited.

C) ELECTRONIC CONNECTIVITY:

Demat ISIN Number: INE355C01016

D) NATIONAL SECURITIES DEPOSITORY LIMITED

Trade World Kamala Mills Compound Senapati Bapat Marg Lower Parel Mumbai-13.

E) CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED

PhirozeJeejeebhoy Towers

28th Floor Dalal Street

Mumbai – 400 023.

F) SHAREHOLDING PATTERN AS ON 31ST MARCH2017:

S. No Category No. of shares held Percentage of shareholding
A Shareholding of Promoter and Promoter group
1. Indian
Individual 2136352 71.21
2. Foreign
Individual —- —-
Sub-Total A 2136352 71.21
B Public Shareholding
1. Institutions —- —-
2. Non Institutions
a. Bodies Corporate 200165 6.67
b. Indian Public and others 663483 22.12
Sub Total B 863648 28.79
Grand Total (A+B) 3000000 100.00

67. OTHER DISCLOSURES A. COMPLIANCES:

There are no penalties imposed on the Company by the Stock Exchanges or SEBI or anyother statutory authority on any matter related to capital markets during the last threeyears.

B. DISCLOSURE OF PENDING CASES/INSTANCES OF NON-COMPLIANCE:

There were no non-compliances by the Company and no instances of penalties andstrictures imposed on the Company by the Stock Exchanges or SEBI or any other statutoryauthority on any matter related to the capital market during the last three years.

C. WEB-LINK WHERE POLICY FOR DETERMINIG ‘MATERIAL' SUBSIDIARIES IS DISCLOSED.

The Company does not have any material subsidiaries for the financial year 2016-17

D. COMPLIANCE WITH THE MANDATORY REQUIREMENTS AND ADOPTION OF THE NON-MANDATORYREQUIREMENTS OF SEBI (LISTING OBLIGATIONS AND DISLOSURE REQUIREMENTS) REGULATIONS 2015.

All mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 have been appropriately complied with and the status of non-mandatoryrequirements is given below:

i. The Chairman of the Company is a Non-Executive Chairman and hence the provisions forExecutive Chairman are not applicable. All other requirements of the Board during the yearhave been complied with.

ii. The Financial Statements are free from any Audit Qualifications.

E. WEB LINK WHERE POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onCompany's website www.bnrul.com. The Policy intends to ensure that proper reportingapproval and disclosure processes are in place for all transactions between the Companyand Related Parties.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and/or entered in the OrdinaryCourse of Business and are at Arm's Length.

All Related Party Transactions are subjected to independent review by a reputedaccounting firm to establish compliance with the requirements of Related PartyTransactions under the Companies Act 2013 and Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis.

No Material Related Party Transactions Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is not applicable.

F. DISCLOSURE OF ACCOUNTING TREATMENT

The Company has complied with the appropriate accounting policies and has ensured thatthey have been applied consistently. There have been no deviations from the treatmentprescribed in the Accounting Standards notified under Section 129 of the Companies Act2013.

Code of Conduct

The Company has formulated and implemented a Code of Conduct for Board Members andSenior Management of the Company. Requisite annual affirmations of compliance with therespective Codes have been made by the Directors and Senior Management of the Company.

Certificate of Code of Conduct for the year 2016-17 as per Regulation 34(3) Schedule Vof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BNRUL is committed for conducting its business in accordance with the applicable lawsrules and regulations and with highest standards of business ethics. The Company hasadopted a "Code of Ethics and Business Conduct" which is applicable to alldirector officers and employees. I hereby certify that all the Board Members and SeniorManagement have affirmed the compliance with the Code of Ethics and Business Conductunder a certificate of Code of Conduct for the year 2016-17.

For and on behalf of the Board
BNR Udyog Limited
Sd/-
Place : Hyderabad Kamal Narayan Rathi
Date : 05-08-2017 Managing Director
DIN : 00011549

68. DISCLOSURE UNDER ANTI SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place a Sexual Harassment Policy in compliance with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

The Company always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Internal ComplaintsCommittee (ICC) has been set up to redress complaints regarding sexual harassment if any.

The Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

69. APPRECIATION & ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thanks theemployees at all levels who through their dedication co-operation support and smartwork have enabled the Company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.

For and on behalf of the Board
BNR Udyog Limited
Sd/- Sd/-
Place : Hyderabad Sandeep Rathi Kamal Narayan Rathi
Date : 05-08-2017 Executive Director cum CFO Managing Director
DIN : 05261139 DIN : 00011549

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT POLICY:

As provided under clause 17 (5) (a) of the SEBI (LODR) Regulation 2015 all BoardMembers and the Senior Management personnel have confirmed compliance with the BusinessEthics and Code of Conduct for the year ended on March 31 2016.

For and on behalf of the Board
BNR Udyog Limited
Sd/-
Place : Hyderabad Kamal Narayan Rathi
Date : 05-08-2017 Managing Director
DIN : 00011549

CERTIFICATE BY THE MANAGING DIRECTOR AND CFO OF THE COMPANY

To

The Board of Directors

BNR Udyog Limited

Hyderabad

Dear Sirs

As required under Regulation 17(8) read with Part B Schedule II of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 we state that;

1. We have reviewed the financial statements and the cash flow statement for the yearended 31st March 2017 and to the best of our knowledge and belief;

a. These statements do not contain any materially untrue statement nor omit anymaterial fact nor contain statements that might be misleading and

b. These statements present a true and fair view of the Company's affairs and are incompliance with the existing accounting standards applicable laws and regulations.

2. There are to the best of our knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or violative of the Company'scode of conduct.

3. We accept responsibility for establishing and maintaining internal controls we haveevaluated the effectiveness of the internal control systems of the Company and we havedisclosed to the auditors and the audit committee deficiencies in the design or theoperation of internal controls if any of which we were aware and the steps that we havetaken or propose to take and rectify the identified deficiencies and

4. That we have informed the auditors and the audit committee of:

a) Significant changes in the internal control during the year;

b) Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

c) Instances of significant fraud of which we have become aware and the involvement ofany employee having a significant role in the Company's internal control system.

For and on behalf of the Board
BNR Udyog Limited
Sd/- Sd/-
Place : Hyderabad Sandeep Rathi Kamal Narayan Rathi
Date : 05-08-2017 Executive Director cum CFO Managing Director
DIN : 05261139 DIN : 00011549

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE.

To

The Members of

BNR Udyog Limited

Hyderabad

We have examined the Compliance with conditions of Corporate Governance of M/s. BNRUdyog Limited for the year ended 31st March 2017 as stipulated in Regulation 34(3) readwith Para E Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The Compliance with the conditions of Corporate Governance is the responsibility of theManagement. Our examination has been limited to review the procedures and implementationsthereof adopted by the Company for ensuring the compliance with the conditions of theCorporate Governance. It is neither an audit nor an expression of opinion on the financialstatement of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us and representations made by the Directors and the Management we certify thatthe Company has Complied with conditions of the Corporate Governance as stipulated inRegulation 34 (3) read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

As required by the guidance note issued by the institute of Chartered Accountants ofIndia we have to state that no grievances of investors are pending for a period exceedingone month against the Company as per the records maintained by the Company.

We further state that such compliance is neither an assurance as to future viability ofthe Company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the Company.

For Laxminiwas & Jain
Chartered Accountants
FRN: 001859S
Sd/-
Place: Hyderabad Suresh Kumar Jain
Date: 05.08.2017 Partner
Mem.No. 018465

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company hereby discloses the details ofunpaid/unclaimed dividend and the respective share thereof as follows:

Aggregate No. of Shareholders and the outstanding shares in the suspense account at the beginning of the year. No. of shareholders who approached the Company for transfer of shares from suspense account during the year. No. of shareholders to whom shares were transferred from suspense account during the year. Aggregate No. of Shareholders and the outstanding shares in the suspense account at the end of the year.
NIL NIL NIL NIL

** Voting Right on these shares shall remain frozen till the rightful owner of suchshares claims the shares.

ANNEXURE II

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors M/s BNR Udyog Limited Dear Sir

I undertake to comply with the conditions laid down in Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with Section 149 andSchedule IV of the Companies Act 2013 in relation to conditions of independence and inparticular:

(a) I declare that upto the date of this certificate apart from receiving director'sremuneration I did not have any material pecuniary relationship or transactions with theCompany its promoter its directors senior management or its holding Company itssubsidiary and associates as named in the Annexure thereto which may affect myindependence as director on the Board of the Company. I further declare that I will notenter into any such relationship/transactions.

However if and when I intend to enter into such relationships/transactions whethermaterial or non-material I shall seek prior approval of the Board. I agree that I shallcease to be an independent director from the date of entering into suchrelationship/transaction.

(b) I declare that I am not related to promoters or persons occupying managementpositions at the Board level or at one level below the board and also have not beenexecutive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during thepreceding three years of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with theCompany and

(ii) the legal firm(s) and consulting firm(s) that have a material association with theCompany

(d) I have not been a material supplier service provider or customer or lessor orlessee of the Company which may affect independence of the director and was not asubstantial shareholder of the Company i.e. owning two percent or more of the block ofvoting shares.

Thanking You.
Yours faithfully
Sd/-
Date : 29.05.2017 J. Vikramdev Rao
Place: Hyderabad DIN : 00173556

ANNEXURE II

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors M/s BNR Udyog Limited Dear Sir

I undertake to comply with the conditions laid down in Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with Section 149 andSchedule IV of the Companies Act 2013 in relation to conditions of independence and inparticular:

a) I declare that up to the date of this certificate apart from receiving director'sremuneration I did not have any material pecuniary relationship or transactions with theCompany its promoter its directors senior management or its holding Company itssubsidiary and associates as named in the Annexure thereto which may affect myindependence as director on the Board of the Company. I further declare that I will notenter into any such relationship/transactions.

However if and when I intend to enter into such relationships/transactions whethermaterial or non-material I shall seek prior approval of the Board. I agree that I shallcease to be an independent director from the date of entering into suchrelationship/transaction.

(b) I declare that I am not related to promoters or persons occupying managementpositions at the Board level or at one level below the board and also have not beenexecutive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during thepreceding three years of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with theCompany and

(ii) the legal firm(s) and consulting firm(s) that have a material association with theCompany

(d) I have not been a material supplier service provider or customer or lessor orlessee of the Company which may affect independence of the director and was not asubstantial shareholder of the Company i.e. owning two percent or more of the block ofvoting shares.

Thanking You.
Yours faithfully
Sd/-
Date : 29.05.2017 T. Bharadwaj
Place : Hyderabad DIN : 00211834

ANNEXURE II

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors

M/s BNR Udyog Limited

Dear Sir

I undertake to comply with the conditions laid down in Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with Section 149 andSchedule IV of the Companies Act 2013 in relation to conditions of independence and inparticular:

(a) I declare that upto the date of this certificate apart from receiving director'sremuneration I did not have any material pecuniary relationship or transactions with theCompany its promoter its directors senior management or its holding Company itssubsidiary and associates as named in the Annexure thereto which may affect myindependence as director on the Board of the Company. I further declare that I will notenter into any such relationship/transactions.

However if and when I intend to enter into such relationships/transactions whethermaterial or non-material I shall seek prior approval of the Board. I agree that I shallcease to be an independent director from the date of entering into suchrelationship/transaction.

(b) I declare that I am not related to promoters or persons occupying managementpositions at the Board level or at one level below the board and also have not beenexecutive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during thepreceding three years of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with theCompany and

(ii) the legal firm(s) and consulting firm(s) that have a material association with theCompany

(d) I have not been a material supplier service provider or customer or lessor orlessee of the Company which may affect independence of the director and was not asubstantial shareholder of the Company i.e. owning two percent or more of the block ofvoting shares.

Thanking You.
Yours faithfully
Sd/-
Date : 29.05.2017 M. Priyadarshini
Place : Hyderabad DIN : 02268397