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BNR Udyog Ltd.

BSE: 530809 Sector: IT
NSE: N.A. ISIN Code: INE355C01016
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OPEN 41.20
PREVIOUS CLOSE 39.30
VOLUME 26
52-Week high 41.20
52-Week low 23.00
P/E 120.48
Mkt Cap.(Rs cr) 11.21
Buy Price 0.00
Buy Qty 0.00
Sell Price 37.35
Sell Qty 325.00
OPEN 41.20
CLOSE 39.30
VOLUME 26
52-Week high 41.20
52-Week low 23.00
P/E 120.48
Mkt Cap.(Rs cr) 11.21
Buy Price 0.00
Buy Qty 0.00
Sell Price 37.35
Sell Qty 325.00

BNR Udyog Ltd. (BNRUDYOG) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting before you the 22nd Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2016.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance during the period ended 31st March 2016 has been as under:

Amount (Rs. in Lakhs )

Particulars 2015-16 2014-15
Total Income 851.52 280.30
Total Expenditure 868.85 243.77
Profit before Tax (17.33) 36.53
Provision for Taxation 3.62 (1.47)
Profit after Tax (20.95) 38.00
Transfer to General Reserve - 1.00
Profit available for appropriation (20.95) 37.00
Provision for Proposed Equity Dividend - 36.10
Balance Carried to Balance Sheet (20.95) 0.90

During the year under review the Company has recorded a total Income of Rs 851.52Lakhs and Loss of Rs. 20.95 Lakhs against the total Income of Rs. 280.30 Lakhs and Profitof Rs. 38.00 Lakhs in the previous financial year ending 31.03.2015.

The Board is of view that company has not performed well for the financial year ended31-032016 but hope to perform well in near future as the company is trying very hard toget more orders on IT and IT Enable Services and e-Governance Projects.

2. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board’s Report there was no changein the nature of Business.

3. 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.

4. TRANSFER TO RESERVES:

Directors have decided not to transfer any amount to reserves for the year.

5. DIVIDEND:

In view of the losses your Directors have not recommended any dividend for thefinancial year.

6. REVISION OF FINANCIAL STATEMENTS:

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

7. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:

There have been no material changes and commitments affecting the financial positionof the Company which occurred during between the end of the financial year to which thefinancial statements relate and the date of this report.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The details of transactions/contracts/arrangements entered into by the Company withrelated party(ies) as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year under review are furnished in detail somewhere else inthe report (if applicable) and forms part of this Report.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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 at Rs.30000000/- divided into 3000000 equity shares of Rs. 10/- each.

15. 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.

16. DIRECTORS/CEO/CFO AND KEY MANANGERIAL PERSONNEL:

During the year there was/were no change(s) in the composition of the Board ofDirectors. Therefore there were no appointments or resignations.

17. DETAILS OF APPOINTMENT /RE-APPOINTMENT OF THE DIRECTOR:

1.) Mr. Sandeep Rathi (holding DIN: 05261139) who retires by rotation and beingeligible offered himself for re-appointment at the Annual General Meeting of the Companyto be held on 13-09-2016.

Particulars Details
Brief Resume of the Director Master in Business Systems from University of Alabama Tuscaloosa Alabama and the Monash University Melbourne Victoria Australia.
Nature of expertise in specific areas I.T & ITES E-Governance Projects functional and Overseas Operations
Disclosure between directors inter-se Son of Mr. Kamal Narayan Rathi Managing Director of the company
Names of Listed companies where the Director holds directorship and the membership of Committees of the board None
Shareholding 135774 Equity Shares

18. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. J. Vikramdev Rao Mr. T. Bharadwaj andDr. M. Priyadarshini Independent directors of the company to the effect that they aremeeting the criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

19. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177 (9) & (10) of theCompanies Act 2013 read with Regulation 22 of SEBI (LODR) Regulations 2015. The same hasbeen placed on the website of the Company.

20. DIRECTOR’S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

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

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

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

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

22.STATUTORY AUDITORS:

M/s. Laxminiwas & Jain Chartered Accountants Hyderabad are the Statutory Auditorsof the company retires at the ensuing annual general meeting and is eligible forreappointment. As required under the provisions of Section 139 of the Companies Act 2013the Company has received a written consent from the auditors to their re-appointment and acertificate to the effect that their re-appointment if made would be in accordance withthe Companies Act 2013 and the rules framed there under and that they have satisfied thecriteria provided in Section 141 of the Companies Act 2013.

The Board recommends the re-appointment of M/s. Laxminiwas & Jain CharteredAccountants Hyderabad as the Statutory Auditors of the Company from the conclusion ofthis Annual General meeting till the conclusion of the next Annual General Meeting.

23. INTERNAL AUDITORS:

M/s.P P K G & Co Chartered Accountants Hyderabad are the Internal Auditors of theCompany for the financial year 2015-16.

24.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.

25. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for theyear ended March 312016 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.

26. 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 beentaken to conserve energy wherever possible by using energy efficient computers andpurchase of energy 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.4127184/- ( $ 63910.70)

Foreign Exchange Outgo: Rs. NIL

27. 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.

28. 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.

29. INSURANCE:

The properties and assets of your Company are adequately insured.

30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has duly complied with the provisions of section 186 of the companies Act2013.

Secured Loans : Rs. 10408877
Unsecured Loans : NIL
Current /Non-Current Investments : Rs. 20849359
Guarantees : NIL
Securities Extended : NIL

31. 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.

32. 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.

33. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

34. 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 to maidenemployees is 1: 2.14 times in case of Mr. Kamal Narayan Rathi Managing-Director of theCompany and 1: 1.04 times in case of Mr. Sandeep Rathi Executive Director of the Company.

35. NON-EXECUTIVE DIRECTORS’ 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.

36.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.

37.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 Meeting.

38. 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.

39. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company’s philosophy on Corporate Governance is backed by Principles ofConcern Commitment Ethics Excellence and Learning in all its acts and relationshipswith Stakeholders Clients Associates and Community at large. This philosophy revolvesaround fair and transparent governance and disclosure practices in line with theprinciples of Good Corporate Governance. The Corporate Governance Structure in the Companyassigns responsibilities and entrusts authority among different participants in theorganization viz. the Board of Directors the Senior Management Employees etc. TheCompany believes that good Corporate Governance is a continuous process and strives toimprove the Corporate Governance practices to meet shareholder’s expectations.

40. 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

41. 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 and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance 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 as collated bythe nomination and remuneration committee.

42. LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectiveDecember 12015. Accordingly The Company entered into fresh Listing Agreement with BSELimited during November 2015.

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

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has signed uniform listing agreement with BSE Limited and framed thefollowing policies which are available on Company’s website i.e. www.bnrul.com

• Board Diversity Policy

• Policy on preservation of Documents

• Risk Management Policy

• Whistle Blower Policy

• Familiarisation programme for Independent Directors

• Sexual Harassment Policy

• Related Party Policy

• Code of Conduct for Board of Directors and Senior Management Personnel

44. ‘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

45. 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.

46. 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 2016 the Company’s Board comprised of five Directors two promoter Directorsincluding one woman Director. In addition there are three independent Directors on theBoard. In terms of clause 17(1) (b) of SEBI (LODR) Regulations 2015 the company isrequired to have one half of total Directors as independent Directors. The non-executiveDirectors are appointed or re-appointed based on the recommendation of the Nomination& Remuneration Committee which considers their overall experience expertise andindustry knowledge. One third of the non-executive Directors other than independentDirectors are liable to retire by rotation every year and are eligible for reappointmentsubject to approval by the shareholders.

47. NUMBER OF BOARD MEETINGS:

The Board of Directors met Four (4) times during the financial year on May 28 August04 and November 07 in 2015 and on February 12 in 2016. The maximum time gap between anytwo meetings was less than four months. The agenda for each meeting is prepared well inadvance along with explanatory notes wherever required and distributed to all Directors.

48. 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 Directors Relationship with other 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 Chairmanships
Mr.Kamal Narayan Rathi Father of Mr.Sandeep Rathi P & E D 4 4 Yes - - -
Mr. Sandeep Rathi Son of Mr. Kamal Narayan Rathi P & E D 4 3 yes - - -
Mr. J. Vikramdev Rao None ID & NED 4 3 Yes - - -
Mr. T. Bharadwaj None ID & NED 4 3 Yes 1 - -
Dr. M. Priyadarshini None ID & NED 4 4 Yes - - -

49. 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 facets of the Company’s operations duringthe quarter including update of key projects outlook and matters relating toenvironment health & safety corporate social responsibility etc. The followinginformation is provided 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 the Board

• 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 nonpayment 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 includinglongterm 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 theordinary course of business

• Half-yearly summary of bank guarantees issued.

• All other matters required to be placed before the Board for its review /information / approval under the statutes including Clause 49 of the Listing Agreementwith Stock Exchanges.

50. 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 itsprocedures and practices. Periodic presentations are made at the Board and Board CommitteeMeetings on business and performance updates of the Company business strategy and risksinvolved. Detailed presentations on the Company’s business segments were made at themeetings of the Directors held during the year. Details of the same are available onwww.bnrul.com

51. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

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

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

None of the Non-executive Directors of the Company holds any shares and convertibleInstruments in their name.

53. COMMITTEES OF THE BOARD:

The Company has four Board-level Committees - Audit Committee Stakeholder RelationshipCommittee Nomination & Remuneration Committee and Risk Management Committee.

All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of service for Committee members are taken by the Board of Directors.Details on the role and composition of these Committees including the number of meetingsheld during the financial year and the related attendance are provided below:

54. AUDIT COMMITTEE:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

• Overview of the Company’s financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors fixation of auditfee and also approval for 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 including quarterly /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’s 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 Audit Committee met Four times during the year on 28.05.2015 04.08.201507.11.2015 and 12.02.2016.

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 3
Dr. M. Priyadarshini Member NED(I) 4 4

NED (I) : Non Executive Independent Director

55.NOMINATION AND REMUNERATION COMMITTEE:

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 the industryappointee’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 Whole-timeDirector(s) based 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) 1 1
Mr. J. Vikramdev Rao Member NED(I) 1 1
Dr. M. Priyadarshini Member NED(I) 1 1

NED (I) : Non Executive Independent Director

56. 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 andexperience that are relevant 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 dynamics global businessand 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 SEBI (Listing obligations & Discloser requirements) Regulation2015 and other relevant laws.

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 interestor relationships 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 a 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 listedor not shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the companies Act 2013 shall beexcluded.

57.STAKEHOLDER’S RELATIONSHIP COMMITTEE:

A) COMPOSITION:

The Details of composition of the Committee are given below:

Name Designation Category
Mr. J. Vikramdev Rao Chairperson NED(I)
Mr. T Bharadwaj Member NED(I)
Dr. Priyadarshini Manvikar Member NED(I)
Mr. Sandeep Rathi Member ED cum CFO

NED (I) : Non Executive Independent Director

ED cum CFO: Executive Director cum Chief Financial Officer

58. NAME AND DESIGNATION OF COMPLIANCE OFFICER:

Ms. Sonal Jain Company Secretary of the company is the compliance officer of theCompany.

59. DETAILS OF COMPLAINTS/REQUESTS RECEIVED RESOLVED AND PENDING DURING THE YEAR2015-16

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 312016 NIL
Complaints pending as on March 312016 NIL
Number of Share transfers pending for approval as on March 312016 NIL

60. REMUNERATION OF DIRECTORS:

A. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS VIS-A-VIS THELISTED COMPANY: The Non- Executive Directors have no pecuniary relationship ortransactions.

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 the overalllimits approved by the shareholders.

2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetingsof the Board and the Committees thereof. The Non- Executive Directors shall also beentitled 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 2015-16 AND OTHERDISCLOSURES

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 974533 1737634
Mr. Sandeep Rathi 504523 135774
Mr.J.Vikramdev Rao 6666
Mr. T Bharadwaj 6666
Dr. M. Priyadarshini 8888

61. INDEPENDENT DIRECTORS’ 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 NonIndependent directors) was held on 14.03.2016 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 theperformance of non-independent directors. The company has 2 non-independent directorsnamely:

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 MedicalTranscriptions

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 and overseeingacquisitions and disinvestments.

> Monitoring the effectiveness of the company’s governance practices

> Ensuring a transparent board nomination process with the diversity of experienceknowledge 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.

62. 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 DIRECTORS’ 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 constitutedby Board in accordance with the provisions of section 178 of the Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

63. 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 04/11/2015 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 Chairperson of the company taking into accountthe views 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:

iii. ) Mr. Kamal Narayan Rathi -Managing Director

iv. ) 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 allfields.

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 and overseeingacquisitions and disinvestments.

> Monitoring the effectiveness of the company’s governance practices

> Ensuring a transparent board nomination process with the diversity of experienceknowledge 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.

64. RISK MANAGEMENT COMMITTEE:

A.) COMPOSITION:

The Details of composition of the Committee are given below:

Name Designation Category
Mr. Kamal Narayan Rathi Chairperson 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 of Risk Management Plan and Policy

> Validating the process of risk management

> Validating the procedure for Risk 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 al known andemerging risks have been identified and mitigated or managed.

65. 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
2014-15 03.09.2015 10.30 A.M. Hotel Inner Circle Rajbhavan Road Somajiguda Hyderabad - 500 082. 1. Re-appointment of Mr. Kamal Narayan Rathi (DIN: 00011549) as Managing Director.
2. Amendment of Articles of Association of the Company.
2013-14 03.09.2014 10.00 A.M Hotel Inner Circle Rajbhavan Road Somajiguda Hyderabad - 500 082. 1. Re-Appointment of Mr. J. VikramdevRao.
2. Re-Appointment of Mr. T. Bharadwaj.
3. Re-Appointment of Dr. M. Priyadarshini.
2012-13 21.09.2013 10.00 A.M Rajasthani Graduate Association Snatak Bhawan 5-4-790/1 1st Floor Abids Hyderabad - 500 001. No special Resolution passed

66.PASSING OF RESOLUTIONS BY POSTAL BALLOT:

There were no resolutions passed by the Company through Postal Ballot during thefinancial year2015-16.

67. MEANS OF COMMUNICATION:

The Company regularly intimates its financial results audited/limited reviewed to theStock Exchanges as soon as the same are taken on record/approved. These financial resultsare published in the Business Standard in English and Telugu language newspapersNavtelangana 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. on www.listing.bseindia.com. The un-auditedfinancial results as well as audited financial results shareholding pattern of theCompany and Report on Corporate Governance are displayed on www.bseindia.com.

All important information and official press releases are displayed on the website forthe benefit of the public at large. Analysts’ Reports/ Research Report if any arealso uploaded on the website of the Company. The Company’s website can be accessed atwww.bnrul.com

68. GENERAL SHAREHOLDER INFORMATION:

A) ANNUAL GENERAL MEETING:

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

Day Tuesday

Date 13-09-2016

Time 10.30 a.m.

Venue Rajasthani Graduate Association Snatak Bhawan 5-4-790/1 1st Flr Abids Hyd.

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

Financial Year 2016-17
First Quarterly Results 03.08.2016
Second Quarterly Results 11.11.2016
Third Quarterly Results 13.02.2017
Fourth Quarterly Results 23.05.2017
Annual General Meeting for year ending 31st March 2017 30.09.2017

D) DIVIDEND PAYMENT DATE: No Dividend was declared during the Financial Year 2015-16.

E) NAME AND ADDRESS OF EACH STOCK EXCHANGE WHERE THE COMPANIES SECURITIES ARE LISTED:

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

F) STOCK CODE:

EXCHANGE: BSE Limited CODE: BNRUDY

G) STOCK MARKET PRICE DATA:

Month Open Price High Price Low Price Close Price No.of Shares Traded
Apr-15 23.40 25.00 22.15 25.00 19069
May-15 23.80 31.00 23.75 28.75 3425
Jun-15 28.00 30.00 20.75 22.05 15789
Jul-15 21.80 29.60 21.00 27.85 15692
Aug-15 28.00 30.40 21.10 22.65 20668
Sep-15 21.15 25.70 19.15 21.45 20092
Oct-15 21.80 29.50 20.40 24.55 16718
Nov-15 26.45 28.00 19.80 26.90 16053
Dec-15 24.35 34.90 23.00 33.20 20056
Jan-16 30.00 37.85 23.20 28.90 11536
Feb-16 30.00 36.10 27.65 30.90 7752
Mar-16 32.00 33.95 28.75 33.95 10160

69. GENERAL SHAREHOLDER INFORMATION:

A) REGISTRAR AND SHARE TRANSFER AGENTS:

Karvy Computershare Private Limited Karvy Selenium Tower B Plot No. 31-32 GachibowliFinancial District

Nanakramguda Hyderabad-500 032

B) 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 dispatched within a period of 15 days from thedate of receipt.

C) DISTRIBUTION OF SHAREHOLDING:

HOLDING CASES % OF CASES NO. OF SHARES HELDS %AMOUNT
1 - 500 1085 83.59 160644 5.35
501 - 1000 90 6.93 75307 2.51
1001 - 2000 60 4.62 89510 2.98
2001 - 3000 26 2.00 67958 2.27
3001 - 4000 13 1.00 46906 1.56
4001 - 5000 3 0.23 13197 0.44
5001 - 10000 11 0.85 87207 2.91
10001 and above 10 0.77 2459271 81.98

D) DEMATERIALISATION & LIQUIDITY OF SHARES:

Trading in Company’s shares is permitted only in dematerialized form for allinvestors. The ISIN allotted to the Company’s scrip is INE355C01016. Investors aretherefore advised to open a demat account with a Depository participant of their choice totrade in dematerialized form. Shares held in demat and Physical mode as on March 312016is as follows:

Particulars No. of Shares % Share Capital
NSDL 328887 10.96
CDSL 2478497 82.62
PHYSICAL 192616 6.42
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.

E) ADDRESS FOR CORRESPONDANCE:

Ms. Sonal Agarwal

Address: 6-3-650 218 2nd floor Maheshwari ChambersSomajiguda

Hyderabad - 500082 Telangana India Tel: +91 - 40 - 23375791/ 793

A) BOOK CLOSURE DATE:

9th September 2016 to 13 September 2016 (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 2015-16 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 MARCH2016:

S. No Category No. of shares held Percentage of shareholding
A Shareholding of Promoter and Promoter group
1. Indian
Individual 2136692 71.22
2. Foreign
Individual
Sub-Total A 2136692 71.22
B Public Shareholding
1. Institutions
2. Non Institutions
a. Bodies Corporate 214186 07.14
b. Indian Public and others 649122 21.64
Sub Total B 863308 28.78
Grand Total (A+B) 3000000 100.00

70. 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. WHISTLE BLOWER POLICY

With a view to adopt the highest ethical standards in the course of business theCompany has a whistle blower policy in place for reporting the instances of conduct whichare not in conformity with the policy. Directors employees vendors or any person havingdealings with the Company may report non-compliance to the Chairman of the AuditCommittee who reviews the report. Confidentiality is maintained of such reporting and itis ensured that the whistle blowers are not subjected to any discrimination. No person wasdenied access to the Audit Committee.

C. 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.

D. WEB-LINK WHERE POLICY FOR DETERMINIG ‘MATERIAL’ SUBSIDIARIES IS DISCLOSED.

The company does not have any material’ subsidiaries for the financial year2015-16

E. COMPLIANCE WITH THE MANDATORY REQUIREMENTS AND ADOPTION OF THE NONMANDATORYREQUIREMENTS 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 an Non-Executive Chairman and hence the provisionsfor Executive Chairman are not applicable. All other requirements of the Board during theyear have been complied with.

ii. The financial Statements are free from any Audit Qualifications._

F. 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 aresubjected to independent review by a reputed accounting firm to establish compliance withthe requirements of Related Party Transactions under the Companies Act 2013 and ListingRegulations.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm’s Length basis. No Material Related Party TransactionsAccordingly the disclosure of Related

Party Transactions as required under Section 134(3)(h) of the Companies Act 2013 inForm AOC- 2 is not applicable.

G 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 2015-16 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 Senior Management have affirmed thecompliance with the Code of Ethics and Business Conduct under a certificate of Code ofConduct for the year 2015-16.

For and on behalf of the Board
BNR Udyog Limited
Sd/-
Place : Hyderabad Kamal Narayan Rathi
Date : 03-08-2016 Managing Director
DIN : 00011549

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