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Confidence Finance & Trading Ltd.

BSE: 504340 Sector: Financials
NSE: N.A. ISIN Code: INE180M01025
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VOLUME 1000
52-Week high 1.62
52-Week low 0.64
P/E 6.50
Mkt Cap.(Rs cr) 6.66
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Sell Price 0.65
Sell Qty 4000.00
OPEN 0.65
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VOLUME 1000
52-Week high 1.62
52-Week low 0.64
P/E 6.50
Mkt Cap.(Rs cr) 6.66
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.65
Sell Qty 4000.00

Confidence Finance & Trading Ltd. (CONFIDENCEFINAN) - Director Report

Company director report

TO

The Members

Your Directors present their 35th (Thirty Fifth) Annual Report with Audited Statementof Accounts for the year ended on March 31 2015.

Financial Results

(Rs. In Lacs)
Particulars Year Ended 31/03/2015 Year Ended 31/03/2014
Income 215.47 163.69
Profit before Depreciation 55.94 55.59
Depreciation 8.07 5.16
Profit after Depredation 47.87 50.43
Provision for Taxation 14.16 15.63
Tax (Income Tax) paid for earlier period -0.19
Profit after Tax 33.64 34.99
Surplus/Los5 brought forward from the previous year 78.11 43.13
Total amount available for appropriation 111.75 78.11
Surplus carried over 111.75 78.11

FINANCIAL HIGHLIGHTS

During the year Company has earned the income of Rs. 215.47 lacs as compared to Rs.163.69 lacs in the previous year.

DIVIDEND

Your Directors decided to plough back the profit and therefore dividend is notdeclared.

SHARE CAPITAL

During the year the Company has allotted share warrants.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Manoj Jain retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment.

As per the provisions of the companies Act 2013 Independent Directors are required beappointed for a term of five consecutive years but shall be eligible for reappointment onpassing of a special resolution by the company and shall not be liable to retire byrotation. All other Directors except the Managing Director will retire at the ensuingAnnual General Meeting and being eligible offer themselves for reelection. Theindependent Directors of your Company have given the certificate of independence to yourCompany stating that they meet the criteria of independence as mentioned under Section149(6) of the Companies Act 2013.

The details of training and familiarization programmes and Annual Board Evaluationprocess for Directors have been provided under the Corporate Governance Report.

FUTURE OUTLOOK

With the new found positive momentum on economic front the board of directors isoptimistic about growth in the business segment in which company operates. The financesector is scaling new high the directors are confident of its positive effect on overallperformance of the company.

Particulars of loans guarantees or investments by company

The Particulars of Loans or advances or investments made under section 186 arefurnished in financial statement notes to account point no. 11.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY (lES)

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of sections188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2 is notrequired. Further there are no material related party transactions during the year underreview with Promoters Directors or Key Managerial Personnel. The Company has developed aRelated Party Transactions framework through Standards Operating Procedures for thepurpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee as also before theBoard for approval. Omnibus approval was obtained on a quarterly basis for transactionswhich are of repetitive nature. Transactions entered into pursuant to omnibus approval areaudited and a statement giving details of all Related Party Transactions are placed beforethe Audit Committee and Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions visa-vis the Company.

Material changes and commitment if any affecting the financial position of thecompany occurred between the end of the financial year to which this financial statementsrelate and the date of the report

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.

OPERATIONS

Total revenue earned for the year is Rs. 2.15 crore on total Net worth of Rs. 21.52crore which has given gross Rol 7.17% and Net Rol 1.57 %.

DEPOSITS

During the year under review your company has not accepted any deposits under Chapter Vof Companies Act 2013.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost conversion on accrual basis exceptfor certain financial instruments which are measured at fair values GAAP comprisesmandatory accounting standard as prescribed under section 133 of the Companies Act 2013read with Rule 7 of the Companies (Accounts) Rules 2014 the provisions of the Act (tothe extent notified).

The Directors confirm that:

a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed and that no material departures have been made from the same:

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;

c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d. they have prepared the annual accounts on a going concern basis; and

e. they have laid down internal financial controls for the company and such internalfinancial controls are adequate and operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social ResponsibilityPolicy as required under Section 135 of the Companies Act 2013 as the said provisionsare not applicable.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement to report genuine concerns or grievances. The VigilMechanism/ Whistle Blower Policy may be accessed on the Company's website i.e ctcl.co.in

STATUTORY AUDITORS

M/s Suresh Anchaliya & Co. Chartered Accountants statutory auditors of theCompany retire at the ensuing Annual General Meting and being eligible offer themselvesfor re-appointment. Auditors have confirmed their eligibility and willingness to acceptthe office if re-appointed.

The Report given by the Auditors on the financial statements of the company is part ofthe Annual Report.

The Statutory Auditors in their Report to the members have observed that the SpecialResolution under section 186(3) of The Companies Act 2013 is required to be passed in theGeneral Meeting and the response of Directors on them is as under;

The Statutory auditors are of the opinion that the company is not eligible forexemption provided u/s 186(11) of The Companies Act 2013 and hence approval of members isrequired by way of special resolution in General Meeting of the company.

The Management has noted the observation made by the auditors and has proposed specialresolution to comply with the relevant provisions of the Companies Act 2013 in thisGeneral Meeting. Draft of resolution along with explanatory statement is appended to thenotice of the 35th Annual General Meeting (AGM) of the company.

SECRETARIAL AUDIT

Pursuant to the provisions of the Companies Act 2013 and Rules there on Ms. RupaliModi Practising Company Secretary has been appointed to conduct Secetarial Audit ofthe company for the financial year 2014-15. The Secretarial Audit Report is annexed tothis Report.

The Secretarial Auditors in their Report have pointed out that company has not compliedwith some of the provisions of companies act 2013. The comments made by the SecretarialAuditor and the response of Directors on them are as under;

1. Non compliance of provisions of section 186 of The Companies Act 2013

Board's Response : The Management has noted the observation made by the auditorsand has proposed special resolution in this General Meeting. Draft of resolution alongwith explanatory statement is appended to the notice of the 35th Annual General Meeting(AGM) of the company.

2. Non Apppointment of whole Time Company Secretary

Board's Response: The Board is aware of the relevant provisions of the CompaniesAct 2013 with respect to appointment of Whole Time Company Secretary and has made attmeptto appoint one. However it is still not done as consensus between the board and theincumbant appointee could not be reached. The board is agressively pursuing the matter andis on look out for suitable candidate for the post. The Institue of Company Secretaries ofIndia provides online and offline platform for the companies and its members to reach eachother and the company has taken full advantage to the same and board is hopeful andconfident that the appointment will be made soon..

3. Constitution of Board regarding Executive and Non Executive Directors and.

Board's Response: In this Annual General Meeting the board has proposed appointmentof 3 (three) more directors to expand the board as well as to bring in more talent and forsight in the present board. With the appointment of additional directors as proposed theboard will be properly constituted.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

conservation of energy and Technology absorption is not applicable to the company.

RISK AND INTERNAL ADEQUACY

Your Company has an elaborate Risk Management procedure. Major risks identified by thebusinesses and functions are systematically addresses through mitigating actions on acontinuing basis. During the year your Company has set up a new Risk Management Committeein accrodance with the requirements of Listing Agreement to monitor the risks and theirmitigating actions. The key risks and mitigating actions are placed before the AuditCommittee of the Company.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of operations. Significant audit observations and follow upactions thereon are reported to the Audit Committees. The Company's internal controlenvironment and monitors the implementation of audit recommendations including thoserelating to strenghening of the Company's risk management policies and systems.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided of this Annual Report togetherwith a Certificate from the Auditors of the Company regarding compliance of conditions ofCorporate Governance as stipulated under Clause 49 of the Listing Agreement with the StockExchange(s). A Certificate of the CFO of the Company in terms of sub-clause (IX) of Clause49 of Listing Agreement inter alia confirming the correctness of the financialstatements adequacy of the internal control measures and reporting of matters to theAudit Committee is also annexed.

The extract of annual return in Form MGT 9 as required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2014 is appended as an Annexure tothis Report.

Number of meetings of the board

The details of the number of meetings of the Board held during the financial year2014-15 forms part of the Corporate Governance Report. The intervening gap between any twomeetings was within the period prescribed by Clause 49 of the Listing Agreement and theCompanies Act 2013.

Committees of the Board

Currently the Board have five Committees namely Committee of Directors AuditCommittee Nomination and Remuneration Committee Share Transfer Investor Grievances& Stakeholders Relationship Committee and Risk Management Committee. A detailed noteon Board and its committees is provided under the corporate governance section to thisannual report.

Board Diversity

The Company recognises and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage difference in thought perspectivesknowledge skill regional and industry experience cultural and geographical background.The Board has adopted the Policy on Board Diversity which sets out the approach todiversity of the Board of Directors and the same is available on our website ctcl.co.in

Remuneration and Nomination Policy

The Board of Directors of the Company has an optimum combination of Promoter Directorand NonExecutive Independent Directors who have in depth knowledge of the business andindustry. The composition of the Board is in conformity the Listing Agreement with theStock Exchanges and Companies Act 2013.

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Policy Personnel and Senior Management of theCompany. This Policy also lays down criteria for selection and appointment of BoardMembers.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

Programmes for familiarisation of Independent Directors

The details of programmes for familiarisation of Independent Directors with theCompany nature of the Industry in which the Company operates business model of theCompany and related matters are put up on the website of the Company i.e ctcl.co.in

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Manoj Jain Director retire by rotation and beingeligible offer herself for re-appointment at the ensuing Annual General Meeting.

Brief details of the Director proposed to be appointed / Re - appointed as requiredunder Clause 49 of the Listing Agreement is provided in the notice of the Annual GeneralMeeting and forms an integral part of this Annual Report.

Auditors' Certificate on corporate governance

A Certificate from a Practising Company Secretary confirming compliance with theconditions of Corporate Governance under Clause 49 of the listing Agreement is attached asannexure to Corporate Governance Report to this Report.

Significant and material orders passed by the regulators or courts

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

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and Equity Listing Agreementyour Company has formulated a policy on Related Party Transactions. The policy intends toensure that proper reporting approval and disclosure processes are in place for alltransactions between Company and Related Parties.

This policy specifically deals with the review and approval of Material Related PartyTransactions keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions. All Related Party Transactions are placedbefore the Audit Committee for review and approval. 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 EquityListing Agreement.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness on Arm's Length basis. No Material Related Party Transactions i.e transactionsexceeding 10% of the annual consolidated turnover as per last audited financialstatements were entered during the year by your company. Accordingly the disclosure ofRelated Party Transactions as required under section 134(3) (h) of the Companies Act2013 AOC 2 is not applicable.

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.ctcl.co.in The Code lays down the standard procedure of businessconduct which is expected to be followed by the Directors and the designated employees intheir business dealings and in particular on matters relating to integrity in the workplace in business practices and in dealing with stakeholders. The Code gives guidancethrough examples on the expected behaviour from an employee in a given situation and thereporting 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud 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 Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

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 preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made thereunder your Company asconstituted Internal Compliants Committees (ICC). During the year no complaints werefiled with the company and the same were investigated and resolved as per the provisionsof the Act.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreementwith the Stock Exchanges is not applicable to your Company for the financial year endedMarch 31 2015.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers ShareholdersClients and Employees of the Company for extending their support during the year.

REGISTERED OFFICE By Order of the Board of Directors
9 Botawala Building 3rd Floor
11/13 Horniman Circle Fort
Mumbai: 400001 Manoj Jain
Date: 13th August 2015 Chairman

Statement of Disclosure of Remuneration Under Section 197 of Companies Act 2013 andRules 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

I. Ratio of the remuneration of each Executive Director to the median remuneration ofthe Employees of the Company for the financial year 2014-15 the percentage increase inremuneration of Chief Financial Officer and other Executive Director during the financialyear 2014-15.

S.No. Name of Director/KMP Designation Ratio of remuneration of each Director to median remuneration of Employees Percentage increase in Remuneration
1 Amruth Coutinho Managing Director 1.02 :1 100*
2 Manoj Jain Executive Director 4.59:1 50
3 Revati Mykal CFO 2.14:1 -

* No remuneration has been given to Mr. Amruth coutinho for Financial Year 2013-14.

II. The percentage descrease in the median remuneration of Employees for the financialyear was 14.78.

III. The Company has 9 permanent Employees on the rolls of Company as on 31stMarch 2015.

IV. Relationship between average increase in remuneration and company's performance :Every year the salary increases for the Company are decided on the basis of abenchmarking exercise that is undertaken with similar profile organizations. During theyear similar approach was followed to establish the remuneration increases to theEmployees. Variable compensation is an intergral part of our total reward package and isdirectly linked to an indivial performance rating and business performance. Overall salaryexpenses during the year is less compare to previous financial year.

V. Comparison of the remuneration of the Key Manaerial Personnel against theperformance of the Company : Remuneration awarded to the Key Managerial Personnel forthe current year was duly reviewed and approved by the Nomination and RemunerationCommittee of the Company.

VI. The Market Capitalisation of the Company as on 31st March 2015 was Rs.25.11 crore as compared to Rs. 53.40 crore as on 31st March 2014. The Priceearnings ratio of the Company was 81.67 as at 31st March 2015 and was 173.67as at 31st March 2014. The Closing share price of the Company at BSE Limitedon 31st March 2015 being Rs. 2.45 per equity share of face value of Re.1/-each

VII. Average percentage increase made in the salaries of Employees other than themanagerial personnel in the financial year was (1.35)%. Where as increase in themanagerial remuneration was 83.33%.

VIII. The key parameters for any variable component of remuneration : Variablecompensation is an intergral part of our total reward package and is directly linked to anindivial performance rating and business performance. At the start of the year everyEmployee (including Executive Directors) have key targets assigned for the year inaddition to their job fundamentals. These are drawn from the oraganizational strategicplan and are then reviewed for consistency and stretch.

IX. The ratio of the remuneration of the highest paid Director to that of the Employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year:

Not Applicable

X. It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

By Order of the Board of Directors
Manoj Jain
Date: 13th August 2015 Chairman

Secretarial Audit Report

(For the period 1st April 2014 to 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 Board of Directors

CONFIDENCE FINANCE AND TRADING LIMITED

L51909MH1980PLC231713 9 Botawala Building 3rd Floor

11/13 Horniman Circle Fort

Mumbai (MH) 400001

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Confidence Finance AndTrading Limited (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon. Based on our verification of the bookspapers minute books forms and returns filed and other records maintained by the Companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the Company has during the audit period ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance- mechanism in place to the extent In the manner andsubject to the reporting made hereinafter:

1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by Confidence Finance and Trading Limited ("The Company") forthe period ended on 31st March 2015 according to the provisions of:

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

II. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rules madethereunder;

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

IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto 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') to the extent applicable to theCompany:-

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 (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

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

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

g. the Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited National Stock Exchange of India Limited; and

h. The Memorandum and Articles of Association.

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

i) Secretarial Standards issued by The Institute of Company Secretaries of India.

ii) The Listing Agreements entered into by the Company with the BSE Limited

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards and Listing Agreements etc mentioned above.

2. I further report that the Company has in my opinion complied with the provisionsof the Companies Act 1956 and the Rules made under that Act and the provisions ofCompanies Act 2013 as notified by Ministry of Corporate Affairs and the Memorandum andArticles of Association of the Company with regard to:

a) maintenance of various statutory registers and documents and making necessaryentries therein;

b) closure of the Register of Members.

c) forms returns documents and resolutions required to be filed with the Registrar ofCompanies and the Central Government;

d) service of documents by the Company on its Members Auditors and the Registrar ofCompanies;

e) notice of Board meetings and Committee meetings of Directors;

f) the meetings of Directors and Committees of Directors including passing ofresolutions by circulation;

g) the 34th Annual General Meeting held on 30th September 2014;

h) minutes of proceedings of General Meetings and of the Board and its Committeemeetings;

i) approvals of the Members the Board of Directors the Committees of Directors andthe government authorities wherever required;

However the Company has not complied with the requirement of Section 186 and has notobtained necessary approvals from Members.

j) constitution of the Board of Directors / Committee(s) of Directors appointmentretirement and reappointment of Directors including the Managing Director and Whole-timeDirectors;

k) payment of remuneration to Directors including the Managing Director and Whole-timeDirectors

l) appointment and remuneration of Auditors and Cost Auditors;

m) transfers and transmissions of the Company's shares and issue and dispatch ofduplicate certificates of shares;

n) declaration and payment of dividends;

o) transfer of certain amounts as required under the Act to the Investor Education andProtection Fund and uploading of details of unpaid and unclaimed dividends on the websitesof the Company and the Ministry of Corporate Affairs;

p) borrowings and registration modification and satisfaction of charges whereverapplicable;

q) investment of the Company's funds including investments and loans to others;

r) form of balance sheet as prescribed under Part I form of statement of profit andloss as prescribed under Part II and General Instructions for preparation of the same asprescribed in Schedule VI to the Act;

s) Directors' report;

t) contracts common seal registered office and publication of name of the Company;and

u) Generally all other applicable provisions of the Act and the Rules made under theAct.

3.1 further report that:

The Board of Directors of the Company is not duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors and the Company hasalso not appointed a Whole Time Company Secretary. However the Company is in process ofappointment of new Directors to constitute the proper Board.

Further there were no changes in the composition of the Board of Directors that tookplace during the period under review.

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

- Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

- The Company has obtained all necessary approvals under the various provisions of theAct; and - There was no prosecution initiated and no fines or penalties were imposedduring the year under review under the Act SEBI Act SCRA Depositories Act ListingAgreement and Rules Regulations and Guidelines framed under these Acts against / on theCompany its Directors and Officers.

- The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;

4. The Company has complied with the provisions of the Securities Contracts(Regulation) Act 1956 and the Rules made under that Act with regard to maintenance ofminimum public shareholding.

5. I further report that the Company has complied with the provisions of theDepositories Act 1996 and the Byelaws framed there under by the Depositories with regardto dematerialization / rematerialisation of securities and reconciliation of records ofdematerialized securities with all securities issued by the Company.

6. The Company has complied with the provisions of the FEMA 1999 and the Rules andRegulations made under that Act to the extent applicable.

7. I further report that:

a. the Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited National Stock Exchange of India Limited and Calcutta StockExchange Limited;

b. the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 including theprovisions with regard to disclosures and maintenance of records required under the saidRegulations;

c. the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 1992 including the provisions withregard to disclosures and maintenance of records required under the said Regulations;

8. I further report that based on the information received and records maintained thereare adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.

I 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.

Rupali Modi
Practising Company Secretary
Place : Mumbai Membership No.: ACS 25467
Date : 20th May 2015 CP No.11350

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