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CLIO Infotech Ltd.

BSE: 530839 Sector: IT
NSE: N.A. ISIN Code: INE011B01017
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VOLUME 500
52-Week high 2.31
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Mkt Cap.(Rs cr) 2
Buy Price 0.00
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Sell Price 2.13
Sell Qty 3339.00

CLIO Infotech Ltd. (CLIOINFOTECH) - Director Report

Company director report

For the Financial Year Ended on 31st March 2017

Dear Shareholders

Your Directors have great pleasure in presenting the 25thAnnual Report together withthe Audited Balance Sheet as at 31st March 2017 and Profit & Loss Account for theyear ended on that date.

1. FINANCIAL STATEMENTS & RESULTS: a. Financial Results

The Company's performance during the year ended 31st March 2017 as compared to theprevious financial year is summarized below:

(Amount in Rs.)
Particular For the financial year ended 31st March 2017 For the financial year ended 31st March 2016
Income 1917055 2643039
Less: Expenses 2060987 1509261
Profit/ (Loss) before tax (143932) 1133778
Less: Provision for tax/Deferred Tax 5952 10874
Income Tax & Tax of years w/off - -
Exception Income - -
Exception expenditure - -
Profit after Tax (149884) 1122904
No. of Equity Shares 11010950 11010950
EPS (0.01) 0.10

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 1917055/-(previous year Rs. 2643039) down by 27.46%. During the year the Company had a net lossof Rs.149884/- as against (previous year profit of Rs. 1122904/-). Net profit decreasedby 113.34% during the year.

SHARE CAPITAL:

There was no change in Share Capital of the Company during the Financial Year 2016-17and Company Share Capital as on 31.03.2017 stood at Rs. 110109500/-.

DIVIDEND:

In view of loss incurred during the year your Directors do not recommend dividend forthe year under review.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 the SecretarialAudit Report received from M/s. VKM & Associates Practicing Company SecretariesMumbai is provided in Annexure I and forms part of this Annual report. The SecretarialAudit Report contains adverse remarks as follow: a) Company during the year under reviewhas not appointed Whole Time-Company Secretary ("CS") and Whole

Time-Chief Financial Officer ("CFO") under employment of the company asrequired under section 203 of the Companies Act 2013.

Management Comment: Company is in process of appointing Company Secretary and hasgiven advertisements for same but is not able to find suitable candidate. As soon ascompany finds the same Company undertakes to appoint the same and the Board is aware ofcompliance requirement for appointment of Chief Financial Officer and will be complied. .

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure -II. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Suresh Bafna (Din No. 01569163) Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible has offered himself forreappointment.

Your Board recommends appointment / re-appointment of the above Directors.

Additional Information on directors recommended for appointment/re-appointment asrequired under Regulation 26 (3) of the SEBI (Listing and Obligation DisclosureRequirements) Regulations 2015 at ensuing Annual General Meeting are given in the Noticeconvening 25th Annual General Meeting.

The Company has formulated code of conduct on appointment of directors and seniormanagement. This code of conduct can be accessed on the website of the Company at the linkhttps://www.clioinfotech.com /Final/Code%20of%20Conduct%20for%20Director%20and%20Senior%20Management.pdf

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered into the transaction with Related Parties during the year; allthe related party transactions were in the ordinary course of the business and on arm'slength basis and details of the transactions furnished in Form AOC - 2 as per AnnexureIII.

The Policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Board may be accessed on the website of theCompany at the link https://www.clioinfotech /Final/related%20party%20transaction%20policy.pdf

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans guarantee or investment under Section 186 of the Companies Act2013 are furnished in Annexure IV.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company and businessstrategies. The notice of Board meeting is given well in advance to all the Directors ofthe Company. Usually meetings of the Board are held in the registered office of theCompany. The agenda of the Board / Committee meetings is circulated 7 days prior to thedate of the meeting.

The Board met 6 (Six) times i.e 20th April 2016 30th May 2016 13th August 20163rd September 2016 14th November2016 14th February 2017 during the year the detailsof which are given in the Report on Corporate Governance. The intervening gap between thetwo consecutive meetings was within the period prescribed under the Companies Act 2013and the Listing Agreement.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation 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: i. Board dynamics andrelationships

ii. Information flows iii. Decision-making iv. Relationship with stakeholders v.Company performance and strategy vi. Tracking Board and committee's effectiveness vii.Peer evaluation

Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof the independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The Board works with the nomination and remuneration committeeto lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nomination& Remuneration Committee and Stakeholders Relationship Committees of the Company. TheBoard has devised questionnaire to evaluate the performances of each of executivenon-executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. The evaluation framework for assessing the performance of Directors comprisesof the following key areas: i. Attendance of Board Meetings and Board Committee Meetings;ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputsregarding future growth of Company and its performance; iv. Providing perspectives andfeedback going beyond information provided by the management. v. Ability to contribute toand monitor our corporate governance practices

DECLARARTION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors ofthe Company under subsection (7) of Section 149 of the Companies Act 2013 confirming thatthey meet the criteria of independence as prescribed under sub-section (6) of Section 149of the Companies Act 2013 and Regulation 25 of the SEBI (Listing and ObligationDisclosure Requirements) Regulations 2015.

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance and forms part of thisAnnual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations2015. The composition of the Audit Committee is given in Report on Corporate Governancewhich is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.

VIGIL MECHANISH / WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instanceof fraud and mismanagement if any. The Company had established a mechanism for directorsand employees to report concerns about unethical behavior actual or suspected fraud orviolation of our Code of Conduct and Ethics. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avail of the mechanism andalso provide for direct access to the Chairman of the Audit Committee in the exceptionalcases. The details of the Vigil mechanism Policy is explained in the report of CorporateGovernance and also posted on the website of the Company. We affirm that during thefinancial year 2016-2017 no employee or director was denied access to the AuditCommittee.

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act 2013 and SEBI (Listing andObligation Disclosure Requirements) Regulations 2015 and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on criteria forappointment of Directors Key Managerial Personnel Senior Management and theirremuneration. The salient features of the Remuneration Policy are stated in the Report onCorporate Governance which forms part of this Annual Report.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the riskanalyze and to undertake risk mitigation actions. The Board of Directors regularlyundertakes the detailed exercise for identification and steps to control them through awell-defined procedure.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act 2013 and according to theinformation and explanations received by the Board your Directors state that: a. in thepreparation of the annual accounts the applicable accounting standards have been followedalong with proper explanation relating to material departures; b. the directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit of thecompany for that period; c. the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d. the directors have prepared the annual accounts on a goingconcern basis; e. the directors have laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and were operatingeffectively; and f. the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: Therewas no significant or material order passed by any regulator or court or tribunal whichimpacts the going concern status of the Company or will have bearing on company'soperations in future.

STATUTORY AUDITORS:

At the 22nd Annual General Meeting of the Company held on 30th September 2014 M/s.Kriplani Milani & Co. Chartered Accountants Mumbai (having FRN: 130461W) wereappointed as Statutory Auditors of the Company to hold office upto the conclusion of 27thAnnual General Meeting. In terms of Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting of the Company. Accordingly the appointment of M/s. Kriplani Milani & Co.Chartered Accountants Mumbai (having FRN: 130461W) as Statutory Auditors of the Companyis placed for ratification by the shareholders and to fix remuneration for the financialyear ending 31st March 2018.

The Auditor's Report for the year ended 31st March 2017 does not contain anyqualification reservation or adverse remark. The Auditor's Report is enclosed withFinancial Statements in this Annual Report.

INTERNAL AUDITOR:

The Company has re-appointed M/s. S. D. Mota and Associates Chartered AccountantsThane as its Internal Auditor. The Internal Auditor has given his reports on quarterlybasis to the Audit Committee.

Based on the report of internal audit management undertakes corrective action in therespective areas and strengthens the levels of Internal Financial and other operationalcontrols.

INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for efficient conduct of business. TheAudit Committee evaluates the efficacy and adequacy of financial control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and strives to maintain the Standard in Internal FinancialControl.

Your Company's approach on Corporate Governance has been detailed out in the CorporateGovernance Report. Your Company has deployed the principles enunciated therein to ensureadequacy of Internal Financial Controls with reference to the financial statements. YourBoard has also reviewed the internal processes systems and the internal financialcontrols and the Directors' Responsibility Statement contains a confirmation as regardsadequacy of the internal financial controls.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 2017-2018 to the said Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Corporate Governance is about maximizing shareholders value legally ethically andsustainability. At Clio Infotech Limited the goal of Corporate Governance is to ensurefairness for every stakeholder. We believe Corporate Governance is critical to enhance andretain investor trust. Our Board exercises its judiciary responsibilities in the widestsense of the term. We also endeavor to enhance long-term shareholder value and respectminority rights in all our business decisions.

The following have been made a part of the Annual Report:

Management Discussion and Analysis Report

Report on Corporate Governance

Certificate regarding compliance of conditions of Corporate Governance

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint on sexual harassmentduring the year under review.

The policy can be accessed on the website of the Company at the linkhttps://www.clioinfotech/ Final/ SEXUAL%20HARRASMENT%20POLICY.pdf

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial personnel Rules 2014 details of the ratio ofremuneration of each Director to the median employee's remuneration are appended to thisreport as Annexure V.

During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

PARTICULARS OF CONSERVATION OF ENERGY TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act 2013 read with Rule 8 of theCompanies (accounts) rules 2014 details regarding the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo for the year under review are asfollows:

A. CONSERVATION OF ENERGY: a. Steps taken or impact on conservation of energy - TheOperations of the Company do not consume energy intensively. However the Companycontinues to implement prudent practices for saving electricity and other energy resourcesin day-to-day activities. b. Steps taken by the Company for utilizing alternate sources ofenergy - Though the activities undertaken by the Company are not energy intensive theCompany shall explore alternative sources of energy as and when the necessity arises. c.The capital investment on energy conservation equipment - Nil

B. TECHNOLOGY ABSORPTION: a. The efforts made towards technology absorption - TheCompany continues to take prudential measures in respect of technology absorptionadaptation and take innovative steps to use the scarce resources effectively. b. Thebenefits derived like product improvement cost reduction product development or importsubstitution-Not Applicable c. In case of imported technology (imported during the lastthree years reckoned from the beginning of the financial year) - Not Applicable d. Theexpenditure incurred on Research and Development - Not Applicable The Particulars ofForeign Exchange and Outgo for the year under review are as follows:

Particulars Year ended 31st March 2017 Year ended 31st March 2016
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for thecontinued support and co-operation received by the Company from the shareholderscompany's clients suppliers bankers and employees and look forward for their continuedsupport in the future as well.

By Order of the Board

For Clio Infotech Limited

Suresh Babulal Bafna

Chairman DIN: 01569163

Date: 30/08/2017

Place: Mumbai

ANNEXURE 3 Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.

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

Name(s) of the related party and nature of relationship - -
Nature of contracts/arrangements/transactions - -
Duration of the contracts / arrangements/ transactions - -
Salient terms of the contracts or arrangements or transactions including the value if any - -
Justification for entering into such contracts or arrangements or transactions - -
Date(s) of approval by the Board - -
Amount paid as advances if any - -
Date on which the special resolution was passed in general meeting as required under first proviso to section 188 - -

2. Details of material contracts or arrangement or transactions at arm's length basis:

Name(s) of the related party and nature of relationship Simandhar SecuritiesPvt Ltd Unistar Multimedia Limited Sur-Man Securities Pvt.ltd Saral Vanijya Pvt.Ltd.
Nature of contracts/ rangements/ transactions Advance Given Advance Given Advance Given Advance Received
Duration of the contracts / arrangements/transactions On demand On demand On demand On demand
Salient terms of the contracts or arrangements or transactions including the value if any Advance Given in ordinary course of business Advance Given in ordinary course of business Advance Given in ordinary course of business Adv. Received in ordinary course of business
Date(s) of approval by the Board if any - - - -
Amount paid as advances if any 6035000 7797000 16500000 1500000

ANNEXURE 4 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details for loans & investments:

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

Name of the party Nature & Purpose of transactions Amount at the beginning of the year Transactions during the year Balance at the end of the year
Bhavya Gems Loan Given 14941203 (9031392) 5909811
Maitri and Co Loan Given 7470600 (4462139) 3008461
Aroma Telecom Private Limited Investment 100 0 100
Networth Softech Limited Investment 0 14000100 14000100

 

Details for guarantees given:
Name of the party Purpose for giving corporate guarantee Amount of guarantee
NIL NIL NIL

ANNEXURE 5

STATEMENT ON MANNER OF EVALUATION OF BOARD OF DIRECTORS COMMITTEE AND INDIVIDUALDIRECTORS:

1. Board of Director's Evaluation

The Board of Directors of Clio Infotech Limited comprises of the following:

Mr. Sureshkumar Babulal Bafna Director
*Mr. Himanshu Jayantilal Shah Director
Mr. Deepak Meghraj Doshi Independent Director
Ms. Tarang AgrawalIndependent Director

*Mr. Himanshu Jayantilal Shah has been resigned from the post of Directorship w.e.f.03.09.2016

The Board of Directors met 6 (Six) times during the year. The Board Members areaccountable and responsible for the Company affairs and management decision making. Theyconstantly improve themselves by participating in training leading valuing time andimplementing skills.

2. Committee Evaluation

` Q Audit Committee:

Committee Comprises of the following Directors -

Mr. Deepak Meghraj Doshi Chairman & Independent Director
Mr. Sureshkumar Babulal Bafna Member & Director
Ms. Tarang Agrawal Member & Independent Director

During the year under review 5 (Five) Committee Meeting were held and all the membersattended the meeting. The Audit Committee Members timely ensures the appointing retainingand terminating the Independent Directors and Key Managerial Person.

Q Nomination & Remuneration Committee:

Committee Comprises of the following Directors -

Mr. Deepak Meghraj Doshi Chairman & Independent Director
Mr. Sureshkumar Babulal Bafna Member & Director
Ms. Tarang Agrawal Member & Independent Director

During the year under review 5 (Five) Committee Meeting were held and all the membersattended the meeting. The Nomination and Remuneration Committee Members ensures theremuneration and its limits to the Board of Directors & Key Managerial Personnel fromtime to time.

Q Stakeholders Relationship (Investor Grievance) Committee:

Committee Comprises of the following Directors -

Mr. Deepak Meghraj Doshi Chairman & Independent Director
Ms. Tarang Agrawal Member & Independent Director
Mr. Suresh Bafna Member & Director

During the year under review 5 (Five) Committee Meeting were held and all the membersattended the meeting. The Stakeholders Relationship (Investor Grievance) Committee attendsto shareholders queries and solves them ensures financial statements are provided andtakes responsibility of shares transfer etc.

3. Independent Director's:

The separate meeting of the Independent Directors of the Company was held on 14thFebruary 2017.

The Members evaluate the performance of Non- Independent Directors the Board as awhole and the Chairperson of the Company.

Assesses the quality quantity and timeliness of the flow of information between theCompany's management and the Board.

ANNEXURE 6 Details of the ratio of remuneration of each Director to the medianemployee's remuneration

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year :-

Sr. No. Name of the Director Ratio of remuneration to the median remuneration of the employees
1 Suresh Babulal Bafna N.A.
2 Deepak Meghraj Doshi N.A.
3 Tarang Agrawal N.A.

(ii) The percentage increase in remuneration of each director CFO CEO CompanySecretary or Manager if any in the financial year

Sr. no. Name of the Directors KMP % Increase over last F.Y.
1 Suresh Babulal Bafna N.A.
(iii) The percentage increase in the median remuneration of employees in the financial year NIL
(iv) The number of permanent employees on the rolls of the Company 5
(v) The explanation on the relationship between average based on the increase in remuneration and company performance. The increase in Remuneration is performance of the Company for year ended 31.03.2017 as compared to the performance of the Company for the year ended 31.03.2016 and on the individual per formance of the employees.
(vi) Comparison of the remuneration of the KMP against the performance of the Company of the Company. The Remuneration of KMPs is based on their indi vidual performance and the contribution made by them for the business prospects
(vii) Variation in the market capitalization of the company price earnings ratio as at the close date of the current financial year and previous financial year and the percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the Company as at the close of the current financial year and previous financial year.
Sr. no. Particulars As on 31st March 2017 As on 31st March 2016 Variation %
1 Market Capitalization 139.84 104.60 0.33%
(Rs. In Lacs)
2 Price earning ratio (127) 9.5 (14.37)
(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration The average increase in the remuneration of other employees is 0%
(ix) The key parameters for any variable component of remuneration availed by the directors NA

The ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year:

Highest paid Director Employees other than directors receiving remuneration in excess of the highest paid Director Ratio of remuneration
Name of Director Remuneration received Name of Employee Remuneration
received
- - Kinjal Ghone Rs. 25000/- 0.00
Sangita Jain Rs.25000/- 0.00
- - Sangita Bohra Rs.15000/- 0.00
- - Rudra Ram Rs. 12700/- 0.00
- - Pinky P Shah Rs. 41667/- 0.00

* None of the Directors are Paid Remuneration

We hereby confirm that the remuneration is as per the remuneration policy recommendedby Nomination and Remuneration Committee of the Company and adopted by the Company.

STATEMENT PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

Name of employee
Designation of employee
Remuneration received
Nature of employment
whether contractual or otherwise
Qualifications and experience of the employee NOT APPLICABLE
Date of commencement of employment
Age of such employee
Last employment held by such employee before joining the Company
% of equity shares held by the employee in the Company Whether any such employee is a relative of any Director or Manager of the Company and if so name of such Director or Manager