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Catvision Ltd.

BSE: 531158 Sector: Others
NSE: N.A. ISIN Code: INE660B01011
BSE LIVE 10:36 | 02 Dec 17.85 -0.90
(-4.80%)
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19.60

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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 19.60
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VOLUME 2911
52-Week high 21.45
52-Week low 7.72
P/E 4.20
Mkt Cap.(Rs cr) 9.73
Buy Price 0.00
Buy Qty 0.00
Sell Price 17.85
Sell Qty 9.00
OPEN 19.60
CLOSE 18.75
VOLUME 2911
52-Week high 21.45
52-Week low 7.72
P/E 4.20
Mkt Cap.(Rs cr) 9.73
Buy Price 0.00
Buy Qty 0.00
Sell Price 17.85
Sell Qty 9.00

Catvision Ltd. (CATVISIONLTD) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 30th Annual Report together with theAudited Accounts and Auditors’ Report of your company for the Financial Year ended on31st March 2015.

1. Financial Highlights:

The highlights of the financial results of your company are as under:

Standalone Consolidated
Year Ended 31.03.15 Year Ended 31.03.14 Year Ended 31.03.15 Year Ended 31.03.14
Total Revenue 3272.05 3327.13 3298.22 3327.18
Earnings Before Interest Depreciation Taxation and Amortization (EBIDTA) 184.15 193.77 188.03 180.69
Interest and Finance Charges (56.46) (67.27) (56.96) (67.34)
Depreciation (70.54) (56.95) (86.94) (57.19)
Profit Before Tax 57.15 69.91 44.13 56.16
Provision for Tax -Current year (20.70) (20.63) (20.70) (20.63)
Provision for (Deferred Tax)/ Assets 15.40 6.61 15.40 6.61
Profit After Tax 51.85 55.89 38.83 42.14
Appropriation:
Balance carried over to Balance Sheet 51.85 55.89 38.83 42.14

2. Results of operations: (a) Standalone Results:

The gross turnover for the year under review was Rs. 3272.05 lacs as compared to Rs.3327.13 lacs for the last year resulting a marginal decline of 0.98% over last year. Theoperating EBIDTA was Rs. 184.15 lacs as compared to Rs. 193.77 during the last financialyear. The marginal decline was primarily caused due to the deferment of the digitizationprogramme of cable TV by the Government of India.

(b) Consolidated Results:

The consolidated turnover and consolidated EBIDTA was Rs. 3298.22 and Rs. 188.03respectively as compared to Rs. 3327.18 and Rs. 180.69 for the last year.

In accordance with the Accounting Standards AS-21 on Consolidated FinancialStatements read with Accounting Standard AS-23 on Accounting for Investment in Associatesand AS-27 on Financial Reporting on Investment in Joint Ventures the audited ConsolidatedFinancial Statements are provided in the Annual Report.

3. Dividend:

Keeping in view of the funds requirement especially for digital and set top boxesbusiness your Board of Directors are of the view that the current year’s profits beploughed back into the operations and hence do not recommend any dividend payment for thefinancial year ended 31st March 2015. However the Board of Directors of your company isquite confident to deliver growth and enhance shareholders’ value in the comingyears.

4. Corporate Review:

Your company has two business divisions. The division-wise performance of the companyis as follows:

(i) CATV Division:

This division sells CATV equipment to cable TV operators and multi system operators(MSOs). During the year under review this division supplied installed and commissioneddigital head-end systems to various cable operators across the country and was able createits pan-India presence for digital headend and digital products especially for phase 3& 4 markets which are the prime markets for your company. The company was expecting todo much better in the financial year under review in this division but due to deferment ofdigitalization it has fallen short in the overall revenue that was projected for thisfinancial year. However during the year under review this division recorded a growth of18.02% over the last year.

(ii) Hotel Systems Division:

This division primarily addresses the hospitality sector providing solutions in cableTV and IPTV. This division witnessed tough challenges during the year under review. Thetwin challenges it faced were from market perspective and from the regulatory regime.

Tourism is a significant industry in India and has a cascading effect on thehospitality sector. During FY 2014-15 the hotel occupancy rates were around 54% and theaverage room rate decreased over the previous year by about 3 - 4% due to supply pressureand general slowdown. Due to this the hotels were not interested to invest in upgradingtheir networks.

The Telecom Regulatory Authority of India (TRAI) announced a new tariff order in themonth of July-2015 and as per this order commercial establishments which do notspecifically charge its guest on account of providing TV programming and offer them aspart of amenities are to be treated like ordinary subscribers. The TRAI further clarifiedthat the commercial subscribers have to obtain television services only from thedistribution platform operators (DTH MSO HITS and IPTV operators). As a result most ofthe hotels which used to have their own cable TV headends opted for availing servicesdirectly from distribution platform operators.

Due to these adverse conditions this division of your company suffered heavily. Therevenue of this division witnessed a sharp decline of 27.48% over the last financial year.

1. Projects and Expansion Plans:

In order to provide a complete range of products to cable television operators and MSOsyour company has started manufacturing world-class digital headend products in itsexisting factory at Dehra Dun. The products are manufactured under the know-how providedby its joint venture company Catvision Unitron Pvt. Ltd.

To create state-of-the art manufacturing and testing facility for digital products atits existing plant your company invested Rs. 70.00 Lacs on test and manufacturingequipments.

Digitalization of cable TV has created a huge demand for set top boxes. To address thisdemand your company has plans to start in-house manufacturing of STBs. Toward this endyour company has already entered into an agreement with a design house which will providethe technology as per requirement. Gradually the company will establish its own designhouse. The own-manufactured STB will be launched in the market in the first quarter of2015-16.

6. Joint Venture Companies:

Your company and Unitron Group NV of Belgium entered into a joint venture agreementpursuant to which two joint venture companies ‘Catvision Unitron Pvt. Ltd.’ inIndia and UNICAT Limited in the Middle East (UAE) has been set up. These joint venturecompanies are developing the new generation technologies for CATV products. Pursuant tothe provisions of Section 123(93) of the Companies Act 2013 a statement containingsalient features of the financial statements of the company’s joint ventures in FormAOC-1 is attached to the financial statements of the company.

Pursuant to the provisions of Section 136 of the Companies Act 2013 the financialstatement of the company consolidated financial statement along with the relevantdocuments are available on the website of the company.

7. Certification and Recognitions:

Quality of products and services is vital to any business. Your company strives toachieve excellence in quality by instituting high standards periodic checks and reviewsas we believe that right and efficient processes can only help us in deliveringconsistently against all odds. Your company’s Quality Management System (QMS) isaligned and focused with the long term objectives of the company. The QMS of the companyhas been reassessed this year as per the requirement of ISO 9001:2008 by the certificationagency who conducted a renewal audit. Post audit the certification agency declared thatthe QMS of the company continues to conform to international standard and recommended forrenewal of the ISO Certificate. The renewed certificate is valid up to 1st July 2016.

Your Company is also accredited with ISO 14001-2004 and this accreditation is validtill19th November 2015

8. Fixed Deposits:

During the year your company has accepted unsecured Deposits only from shareholders ofthe Company under Section 73 of the Companies Act 2013 read with Companies (Acceptanceof Deposits) Rule 2014. Your company got the Fixed Deposit Scheme rated from IndiaRatings & Research Private Limited. The Fixed Deposit circular is valid up to the dateof the ensuing AGM or within six months from the close of the financial year whichever isearlier.

No amount of principal or interest was outstanding as per the previous Act.

The details of the deposit accepted by company are given in the notes to the financialstatements.

9. Internal Control Systems and their Adequacy:

The company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board and tothe Managing Director. The Internal Audit Department monitors and evaluates the efficacyand adequacy of internal control system in the company its compliance with operatingsystems accounting procedures and policies at all locations of the company. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board. The compliance team in the Legal and Secretarial department ensures amongstothers that there are adequate systems and processes in the company commensurate with thesize and operations to monitor and ensure compliance with size and operations to monitorand ensure compliance with applicable laws rules regulations and guidelines. The HumanResources department carries out similar exercise for ensuring compliance with allrelevant legislation. .

10. Directors’ & Key Managerial Personnel:

Appointments:

In terms of the Section 149 of the Companies Act 2013 the Members at their meetingheld on 30th September 2014 had appointed Dr. Sunil Anand Mr. Raman Rajiv Misra and Mr.Jagdish Prasad as Independent Directors of the company for a period of five years and allhave given declaration that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

Mrs. Hina Abbas was appointed as an Additional Director with effect from 12th February2015 and holds the office till the forthcoming Annual General Meeting and is proposed tobe appointed as Executive Director of the company for a period of three years withretrospective effect from 12th February 2015. A notice has been received from ashareholder to appoint Mrs. Hina Abbas as a Director along with the requisite depositamount. In terms of the Articles of the company Mr. Syed Athar Abbas Director of thecompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment as director.

Brief resume of the directors seeking re-appointment together with the nature of theirexpertise in the specific functional areas name of the companies in which they holddirectorship as required in Clause 49 of the Listing Agreement are given in theaccompanying Notice convening the ensuing Annual General Meeting of the company.

Pursuant to the provisions of Section 203 of the Companies Act. 2013 which came intoeffect from 1st April 2014 the appointments of Mr. Syed Athar Abbas Managing DirectorMr. Vinod Rawat Chief Financial Officer and Ms. Rency George as Company Secretary as theKey Managerial Personnnel of the Company were formalized.

11. Board Effectiveness:

(i) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

(ii) Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

12. Directors’ Responsibilities Statement:

Pursuant to the provisions contained in Section 134 (5) of the Companies Act 2013your Directors based on the representation received from the Operating Management andafter enquiry confirm: a. that in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation and that no materialdeparture has been made from the same; b. that the Directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit of the company for the yearunder review; c. that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; d. that the Directors have prepared the annualaccounts for the financial year ended 31st March 2015 on a ‘going concern’basis; e. that the Directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively; and f. that the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

13. Related Party Transactions:

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

14. Subsidiary Companies:

The Company does not have any subsidiary.

15. Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The company believes in "Zero Tolerance" against briberycorruption and unethical dealings/ behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company’s website www.catvisionindia.com.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

16. Prevention of Insider Trading:

The company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of thecompany. The Code requires pre-clearance for dealing in the company’s shares andprohibits the purchase or sale of company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.

All the Directors and the designated employees have confirmed compliance with the Code.

17. Auditor’s Report & Secretarial Audit Report:

The observation made in the Auditors’ Report read together with relevant notesthereon are self explanatory and hence do not call for any further comments under Section134 of the Companies Act 2013.

As required under section 204 (1) of the Companies Act 2013 the company has obtainedsecretarial audit report and in accordance with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Rule 9 the Secretarial Audit Report isannexed to the Board’s Report as "Annexure B" and is self-explanatory andtherefore does not call for any further comments.

18. Auditors:

(i) Statutory Auditors:

M/s Gaur & Associates Chartered Accountants auditors of the company wereappointed Statutory Auditors of your company from the conclusion of the previous AnnualGeneral Meeting for a term of three years i.e. until the conclusion of the thirty secondAnnual General Meeting. They have confirmed the eligibility under Section 141 of theCompanies Act 2013 and the Rules framed there under for reappointment as Auditors of theCompany. As required under Clause 49 of the Listing Agreement the auditors have alsoconfirmed that they hold valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

In term of Section 139 of Companies Act 2013 the company shall place the matterrelating to such appointment ratification by members at every Annual General Meeting. Sothe Auditor will be appointed every year by the shareholders. Thus an appropriateresolution seeking your approval to the said re-appointment is appearing in the Noticeconvening the Annual General Meeting of the company.

(ii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof your company have recommended the appointment of Pramod Kothari & Co. a practicingfirm of Company Secretaries holding Practicing No. 11532 as its Secretarial Auditor toconduct the Secretarial audit of your company for the financial year ending 31st March2016. The Report of the Secretarial

Audit carried out is annexed herewith as "Annexure B". The Board at itsmeeting held on 30th May 2015 has reappointed Pramod Kothari & Co. a practicing firmof Company Secretaries as Secretarial Auditor for conducting Secretarial Audit of theCompany for financial year 2015-16.

(iii) Cost Auditor:

Pursuant to Section 148(2) of the Companies Act 2013 read with Companies (Cost Recordsand Audit) Amendment Rules 2014 your company is not required to get its Cost Audit onlyrecords are required to be maintained.

19. Business Risk Management:

The company’s vigorous risk management framework identifies and evaluates businessrisks and opportunities. The company recognizes that these risks need to be managed andmitigated to protect its shareholders and other stakeholders to achieve its businessobjectives and enable sustainable growth. The risk framework is aimed at effectivelymitigating the company’s various business and operational risks through strategicactions. Risk management is embedded in our critical business activities functions andprocesses. The risks are reviewed for the change in the nature and extent of the majorrisks identified since the last assessment. It also provides control measures for risksand future action plans. Pursuant to the requirement of Clause 49 of the ListingAgreement the company has constituted a subcommittee of Directors to oversee EnterpriseRisk Management Framework to ensure execution of decided strategies with focus on actionand monitoring risks arising out of unintended consequences of decisions or actions andrelated to performance operations compliance incidents processes systems andtransactions are managed appropriately.

The company believes that the overall risk exposure of present and future risks remainswithin risk capacity.

20. Management Discussion and Analysis:

Information of the operation and financial performance among others is given in theManagement Discussion and Analysis report which is annexed to this Report and has beenprepared in accordance with Clause 49 of the Listing Agreement.

21. Corporate Governance:

Your company is committed to Corporate Governance as stipulated under Clause 49 of theListing Agreement. Your company believes that great companies are built on the foundationof good governance practices. The Board of Directors of your company lays strong emphasison transparency accountability and integrity.

As required under Clause 49 of the Listing Agreement report of Corporate Governancetogether with Auditors’ Certificate on compliance of the conditions of CorporateGovernance along with the Management Discussion and Analysis report and CEO/CFOCertificate on discharge of finance function are attached as Annexure to this report.

22. Depository System:

Trading in Equity Shares of your company in the dematerialized form is compulsory forall shareholders with effect from 25th September 2000 in terms of the notification issuedby the Securities and Exchange Board of India (SEBI). The Equity Shares of the company areavailable for dematerialization with the National Securities Depository Ltd. (NSDL) andCentral Depository Services (India) Ltd. (CDSL) under ISIN No. INE 660B01011. Currently68.79% of the Equity Shares of the company are in the demat form.

23. Statutory Disclosures:

(i) Particulars of Loans Guarantees or investments:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

(ii) Vigil Mechanism / Whistle Blower Policy:

The company has a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

The company has a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The Policy ensures that strict confidentiality is maintained whilstdealing with concerns and also that no discrimination will be meted out to any person fora genuinely raised concern.

(iii) Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

(iv) Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".

(v) Details of Significant and Material Orders passed by the Regulators or Courts orTribunal impacting the going concern status and Company’s operations in future:

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the company and its future operations.

(vi) Disclosure under the Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013:

The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Work Place (Prevention Prohibition and Redressal)Act 2013. An internal complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All the employees (permanent contractual temporarytrainees) are covered under this policy. No complaints pertaining to sexual harassmentwere received in the financial year 2014-15.

(vii) Particulars of Employees and Related Disclosures:

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by themembers at the Registered Office of the company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same such member may write to the Company Secretary in advance.

24. Acknowledgement and Appreciation:

Your Directors place on record their appreciation of the continued support extendedduring the year by the company’s clients business associates suppliers bankers government authorities and international business associates without which Catvision couldnot have achieved the desired results. Your Directors are also grateful to all theshareholders and members of the company for their faith trust and confidence reposed onthe management of the company.

Your Directors wish to convey their sincere appreciation to all the employees includingthe workmen for their sustained efforts dedication and hard work they put in thecompany and are confident that they will continue to contribute their best towardsachieving still better performance in the future.

For and on behalf of the Board of Directors
S. A. Abbas
Managing Director
(DIN: 00770259)
Place : Noida-U.P Dr. Sunil Anand
Date : 30th May 2015 Independent Director
(DIN: 00770353)

ANNEXURE "A" TO THE DIRECTORS’ REPORT

A. Conservation of Energy:

The overall energy consumption of the company is not substantial as being & anelectronic manufacturer its processes require very little energy. However it continuedits emphasis on energy conservation through operational optimization continuousmonitoring and implementation of energy saving mechanisms. During the year the followingmeasures were taken towards energy and resource conservation: The manufacturing operationsat Dehra Dun plant are not energy intensive. However consumption was optimized usingenergy efficient systems including installing auto on-off replacing old devicesarresting leakage points and maintaining the power factor according to State ElectricityBoard norms. Every endeavor is made to ensure optimal use of energy through improvedtechniques to make infrastructure more energy efficient. Your company constantly evaluatesnew technologies and invest to make it operations more energy efficient.

As energy costs comprise a very small part of the total expense the financial impactof these measures is not material. .

B. Research and Development:

Research & Development of new designs frameworks process and methodologiescontinue to be most importance to the company. This allows the company to enhance qualityproductivity and customer satisfaction. Your company has successfully deployed a diverseteam of experienced people to meet these challenges. Your company continues to upgradeexisting technology on an on-going basis. This enables the company to up-grade existingproducts and introduces new products to meet changing market needs.

The R&D unit of your company is in the process of getting its recognition renewedform the Dept. of Science & Technology Govt. of India. All the company’sproducts have been developed by its R&D department. The concerned department on anongoing basis carries the development work. The expenses and cost of assets are groupedunder the respective heads.

C. Technology Absorption Adoption and Innovation:

Your company has made efforts towards technology absorption adoption and innovation.Continuous efforts are made with an objective to achieve development of newproducts/application improvement in productivity reduction in product wastage etc. Yourcompany strives to remain abreast of state-of-the-art systems and has used tested provenand appropriate technology to suit the special needs of its customers. Technical helpespecially in software design was taken from consultants and component vendors. Severaltangible and intangible benefits are derived.

D. Foreign Exchange Earning and outgo:

Year Ended 31.03.15

Year Ended 31.03.14

(Rs.) (Rs.)
1. Foreign Exchange Inflow:
a) Exports & Merchant
Trading 76192407 67558093
b) Services 38726433 32404360
2. Foreign Exchange
Outflow:
a) Materials 110916005 103109092
b) Travelling & Other
Expenses 2750018 5307123
c) Rent 457809 416003

ANNEXURE "B" TO THE DIRECTORS’ REPORT

Secretarial Audit Report

For the Financial Year ended 31st March 2015

(Pursuant to Section 204 (1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014)

To

The Members

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Catvision Limited (hereinaftercalled the Company). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the company its officers agents and authorized representatives during theconduct of secretarial audit and the representations made by the company we hereby reportthat in our opinion the company has during the audit period covering the financial yearended on 31st March 2015 generally complied with the statutory provisions listedhereunder and also that the company has proper Board processes and compliance mechanism inplace to the extent in the manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords made available to us and maintained by company for the financial year ended on31st March 2015 according to the provisions of:

I. The Companies Act 2013 (the Act) and the Rules made there under;

II. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade there under

III. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

f. The Securities and Exchange Board of India (Registrars to an 12 Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

VI. Other laws as are and to the extent applicable to the Company as per the Managementrepresentations made by the Company.

Secretarial Standards of the Institute of Company Secretaries of India with respect togeneral and board meetings are not in force as on date.

During the period under review the company has generally complied with the provisionsof the Act Rules Regulations Guidelines etc. mentioned above.

We further report that:

The Board of Directors of the company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Director The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice for the Board/Committee Meetings was given at least seven days inadvance to the directors for holding the Board Meetings during the year. Agenda anddetailed notes on agenda were sent in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

Decisions at the Board Meetings as represented by the management were takenunanimously.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company had following events whichhad bearing on the Company’s affairs in pursuance of the above referred laws rulesregulations guidelines etc:

1. Pass the resolution through Postal ballots.

2. E voting process.

This Report is to be read with our letter of even date which is annexed as AnnexureA and Forms an integral part of this report.

For Pramod Kothari & Co.
Pramod Kothari
(Partner)
Place : Noida Membership No. FCS 7091
Date : 30th May 2015 C.P. 11532

‘Annexure to Secretarial Audit Report ’

To

The Members

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

1. Maintenance of Secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Whereever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

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

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

For Pramod Kothari & Co.
Pramod Kothari
(Partner)
Place : Noida Membership No. FCS 7091
Date : 30th May 2015 C.P. 11532

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