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Coral Newsprints Ltd.

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Coral Newsprints Ltd. (CORALNEWSPRINT) - Director Report

Company director report

To

The Members

CORAL NEWSPRINT LIMITED CIN: L22219DL1992PLC048398

Your directors have pleasure in presenting their 23rd Annual Report on the business andoperations of the company together with the Audited Statement of Accounts for the yearended 31st March 2015.

Financial Highlights (Standalone)

During the year under review performance of your company as under:

(Figure in Rs.)
PARTICULARS Year Ended 31st Mach 2015 Year Ended 31st Mach 2014
Turnover 134848570 154402632
Profit/(Loss) before taxation (2567536) (2226338)
Less: Tax Expenses)
a) Current Tax - 475662
b) Excess/Short Provisions of tax 24510 (1015125)
c) Deferred tax expenses
d) Provision for wealth tax
Profit/(Loss) after tax (2543027) (1726876)
Add: Balance B/F from the previous year (61786244) (60059368)
Balance Profit / (Loss) C/F to the next year (64492549) (61786244)

State of Company's Affairs and Future Outlook:

During the year under review your Company has earned total income of Rs. 134848570against Rs. 154402632 in the previous year. The Company has incurred loss of Rs.2543027 compared to Rs. 1726876 in the previous year.

Dividend:

Due to loss no Dividend is recommended by the Board for the Financial Year ended on31st March 2015.

Amounts Transferred to Reserves:

No amount is transferred to General Reserve due to none recommendation of Dividend andLoss.

Extract of Annual Return:

The extract of Annual Return in format MGT -9 for the Financial Year 2014-15 has beenenclosed with this report as Annexure -I

Details of Subsidiaries Companies Associate Company & LLP / Partnership

*There is no Subsidiary of Company hence no such information is provided

Number of Board Meetings:

During the Financial Year 2014-15 six meetings of the Board of Directors of thecompany were held as per the table given below:

Sr. No. Date of Board Meeting No. of Director Present in the Meeting
1. 26/04/2014 4
2. 30/05/2014 4
3. 28/07/2014 7
4. 02/09/2014 6
5. 27/10/2014 5
6 24/01/2015 6

Particulars of Loan Guarantees and Investments under Section 186:

During the financial year 2014-15 the Company has not given any loan to any otherCompany including Associate Concern.

Particulars of Contracts or Arrangements with Related Parties:

All the transactions are at Arm's length. Remuneration paid to the Working Directorsi.e. Managing Directors & Executive Directors is in respect of their time involvementin development of Company. No transactions in any form of purchase/sale has been made withrelated parties.

Explanation to Auditor's Remarks:

The remarks made by the Auditors in their Report have been suitably dealt with in theschedules and notes and therefore do not call for any further clarification.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under: Earning : Nil Outgo : $ 2774.96 in favour of Anhuhi Twowin Machinery IMP &EXP Co. Ltd (China)

DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVAION OF ENERGY

(Rs. in Lakhs)
Current year Previous year
a) POWER & FUEL CONSUMPTION
1. Electricity
a) Purchased
Units 3449434 3572090
Total Amt. (Rs.) Rs. 249.09 Rs.254.33
Rate/Unit (Rs.) Rs.7.22 Rs.7.12
b) Own Generation
Unit 56808 83742
Unit per Ltr. Diesel
Cost/Unit (Rs.) Rs. 14.00 Rs.14.00
Total Cost (Rs.) Rs. 7.95 Rs.11.72
Through Steam Turbine/Generator NIL NIL
2 PADDY HUSK (KG)
Quantity (Tones) 6337.52 Ton 8121.62 Ton
Total Cost (Rs.) Rs. 100.83 Lakhs 135.42 Lakhs
Average Rates (Rs.) 15.91 16. 67
3. Other/Internal Generation Nil Nil
b) Consumption per unit of Production
Cream Wove Paper
Unit Nil Nil
Electricity & Diesel Nil Nil
Furnace Oil Nil Nil
Paddy Husk (M.T.) Nil Nil
Baggage (M.T.) Nil Nil

A) Conservation of energy :

The Company continues its endeavor to improve energy conservation and utilization. Someof the steps taken by the Company for energy conservation during the financial year2014-15 at its manufacturing locations are outlined below. Installation of EnergyEfficient Equipment's such as:

1) VFD (Variable Frequency Drive)

Apart from above the Company has also other energy conservation measures in placelike usage of treated / recycled water tree plantation optimization of processes andequipment's etc. All these steps ultimately results in savings in energy in waterconsumption in fuel consumption and protecting the environment. Your company has also upgraded Effluent Treatment Plant as per the norms given by Central Pollution Control &UP Pollution Control Board from time to time.

The Company has made a capital investment of approximately ten lacs on the energysaving devices during the financial year 2014-15.

(B) Technology Absorption :

(1) The Efforts Made Towards Technology Absorption:

Indigenously developed technologies for the improvement of production in the factorywere adopted and required modifications and innovations were done on continuous basis.Since the plant & machineries are stalled and came into operation in the year 1994therefore every month the maintenance as well as up gradation of machineries are made onregular basis.

(2) The Benefits Derived Like Product Improvement Cost Reduction Product DevelopmentOr Import Substitution:

The innovations made by the Company has provided better results in quality andproduction and also reducing the involvement of manual workers without increasing theoverall cost of production and maintenance.

(3) IN CASE OF IMPORTED TECHNOLOGIES (imported during last three years reckonedfrom the beginning of the financial year)

(a) The details of technology imported: Nil

(b) The year of import: Nil

(c) Whether the technology been fully absorbed: Not applicable

(d) If not fully absorbed areas where absorption has not taken place and the reasonstherefor: Not applicable.

(4) The expenditure incurred on Research and Development:

The expenditure on Research and Development including innovation in production hasstarted giving good yields and the same process is continued.

Risk Management Policy:

The Company has developed a very comprehensive risk management policy and the same isreviewed by the Audit Committee at periodical intervals which in turn informs the Boardabout the risk assessment and minimization procedures adopted by the management.Suggestions or guidance given by the audit committee members are immediately implemented.At the corporate level major risks are reviewed by the Whole Time Director and directionsin this regard are issued accordingly.

Details of Directors and Key Managerial Personnel:

NAME OF DIRECTOR DIN DESGNATION RESIDENTIAL ADDRESS
CHETAN P.S. CHAUHAN 00702883 Chairman & CFO D-202 NAGARJUN APARTMENTS 2ND FLOOR DELHI 110096 Delhi INDIA
PUSHPENDRA P.S. 01871760 Whole Time D-417 ILA APARTMENTS B-7 VASUNDHRA
CHAUHAN Director & CEO ENCLAVE DELHI-110096 Delhi INDIA
RAM AVATAR BANSAL 02864100 Director 28K KOTLA CHANDPUR BIJNORE 246725 Uttar Pradesh INDIA
YOGESH ALAWADI 01144813 Director J-3/34 DLF PHSAE-II GURGAON 122002 Haryana INDIA
PARTH CHAUHAN 05264826 Director D-417 ILA APPTS B-7 VASUNDHARA ENCLAVE DELHI 110096 Delhi INDIA

Re-Appointment of Directors:

As per the Provision of the Companies Act 2013 and Article of Association of theCompany Shri Chetan P.S. Chauhan (DIN: 00702883) and Shri Yogesh Alawadi (DIN: 01144813)retires in ensuing Annual General Meeting and being eligible seeks Re-Appointment. TheBoard recommends their Re-Appointment.

Shri Chetan P.S. Chauhan is a B.A. B.Com Graduate with over 40 years of experience inthe field of Banking Cricket & Administration and in manufacturing of paper

Richa Shukla (DIN:00484297) was appointed as an Additional Independent Director on24th January 2015 to hold the office up to the date of Annual General Meeting. TheCompany has received a notice from a member under section 160 of the Companies Act alongwith the deposit of Rs.100000/-(Rupees One Lakh only) refundable on election of thesaid Director as Independent Director under Section 149 of the Companies Act 2013 witheffect from 30th September 2015 for the period of five years.

The office of this Director shall not be determined for the purpose of calculatingrotational Directors as well as the strength of the Board. The Board is of the opinionthat this Director is person of integrity and possesses relevant expertise and experience.The Board is of the view that her appointment will be in the interest of the Company.

Richa Shukla (DIN: 00484297) She is holding Diploma in Fashion Designing &Perfumery with experience of around 15 years in said field.

SHRI PURURAJ SINGH RATHORE (DIN: 01315933) is the Independent Directorsre-appointed in last Annual General Meeting. In view of the provision of Section 149(4) ofthe Companies Act 2013 the Company has to appoint an Independent Director for a term of4 years. In view of the amendment in the Companies Act these Directors are appointed interms of the Section 149 of the Companies Act 2013 for a period of 4 years commencingfrom the date of Annual General Meeting i.e. 30-09-2015. The office of these Directorsshall not be determined for the purpose of calculating rotational Directors as well as thestrength of the Board. SHRI PURURAJ SINGH RATHORE (DIN: 01315933) is CPA from Australiaand is having a rich experience in Finance & Marketing.

The Board is of the opinion that these Directors are person of integrity and possessrelevant expertise and experience. He had no pecuniary relationship with Company and itsassociates except for getting sitting fees for attending Board and Committee meetings. TheBoard is of the view that his appointment will be in the interest of the Company.

Comparison of Remuneration to Directors and employees:

There is no 1683600.00 increase in the remuneration payable to in Comparison to1617420.00 increase in the salary of employee. None other Directors of the Company isbeing paid remuneration.

The Salary rise is based on the inflation data. As such the rise in the take away is atpar with other employee of the Company. The Performance of the Company has been affectedby Global recession and economic slowdown in the Indian economy.

Comparison to the Remuneration of Directors and other employees is as under:

1) Median of Directors remuneration:-

2) Median of employees remuneration:-

Details of significant & material orders passed by the regulators or courts ortribunal:

BIFR has passed the order for one time settlement with Uttar Pradesh FinancialCorporation. The same was settled with the Institution and the company has paid about 61%of the outstanding as per the order of BIFR. However UPFC has challenged the order andfiled appeal before higher authorities (AIFR) which is pending.

Deposits (As per the Definition Section 2(31) of the Companies Act 2013)

The following details of deposits covered under Chapter V of the act:

I. Deposits Accepted during the year: NIL

II. Remained unpaid or unclaimed as at the end of the year: NIL

III. Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-

a. At the beginning of the year: NIL b. Maximum during the year: NIL c. At the end ofthe year: NIL

IV. The details of deposits which are not in compliance with the requirements ofChapter: There is no such Deposit held by the Company.

Receipt of any commission by Managing Director / Whole Time Director from a Company orfor receipt of commission / remuneration from it Holding or subsidiary:

Company is not paying any commission to its director

Declaration by Independent Director:

The Company has received declaration from all the Independent Directors under theCompanies Act 2013 and rules made there under.

Secretarial Audit Report:

Secretarial Audit Report in prescribed format Form MR-3 given by a Practicing CompanySecretary Ms. Jasmeen Kaur. J. K. & Associates is annexed with the Board Report as. Annexure– II

Corporate Social Responsibility (CSR) Policy:

The Company is not falling within the criteria of Section 135 of the Companies Act2013 and hence the Company is not required to form CSR committee.

Audit Committee:

As on 31st March 2015 the Audit Committee comprises of three Directors out of whichtwo are Independent Directors.

Members of the Audit Committee are as Follows;

1. Mr. Atul Kumar Jain-Chairman (Independent Director)

2. Mr. Chetan P.S. Chauhan-Member

3. Mr. Mahesh Kumar Sodhani- Member (Independent Director)

The time gap between two meetings was less than 120 days. The Committee met five timesin the year under review on the details of the Audit Committee are given as under: Thedetails of the Audit Committee are given as under:

Attendance record of Coral Newsprint Limited Audit Committee Meetings:

Name of The Member DIN Position Status No. of Meeting Held No. of Meeting Attended Sitting fees (Rs)
Mr. Atul Kumar Jain 02069421 Independent Director Active 5 1 2500
Mr. C. P. S. Chauhan-Member 00702883 Director Active 5 5 2500
Mr. Mahesh Kumar Sodhani 02293060 Independent Director Active 5 5 2500

The functions of the Audit Committee of the Company include the following:

• Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

• Recommending to the Board the appointment re-appointment if required thereplacement or removal of the statutory auditor and fixation of the audit fees.

• Approval of payment to the statutory auditor for any other services rendered bythe statutory auditors.

• Reviewing with the management the annual financial statement beforesubmission to the Board for approval with particular references to :

- Matters required to be included in the Directors Responsibility Statement to beincluded in the Board's report in terms of Section 134 of the Companies Act 2013..

- Changes if any in accounting policies and practices and reason for the same.

- Major accounting entries involving estimates based on the exercise of judgment bymanagement.

- Significant adjustment made in the financial statements arising out of auditfindings.

- Compliance with listing and other legal requirements relating to financialstatements.

• Disclosure of any related party transactions.

• Qualification in the audit report.

• Reviewing with the management performance of statutory and internal auditorsand adequacy of the internal control system.

• Reviewing the adequacy of internal audit plan.

• Discussion with internal auditors on any significant findings and follow upthereof.

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

• Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payments to thedepositors shareholders (in case of non-payment of declared dividends) and creditors.

• Reviewing the functioning of the Whistle Blower Mechanism.

• Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

The Audit Committee is empowered pursuant to its terms of references to:

• Investigate any activity within its terms of reference and to seek anyinformation it requires from any employee.

• Obtain legal or other independent professional advice and to secure theattendance of outsiders with relevant experience and expertise when considered necessary.

The Company has systems and procedures in place to ensure that the Audit Committeemandatorily reviews:

• Management discussion and analysis of financial condition and results ofoperations.

• Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management.

• Management letters/letters of internal control weaknesses issued by thestatutory auditors.

• Internal audit reports relating to internal control weaknesses.

• The appointment removal and terms of remuneration of the internal auditor.

In addition the Audit Committee of the Company also reviews the financial statements.The Audit Committee is also apprised on information with regard to related partytransactions by being presented:

• A statement in summary form of transactions with related parties in the ordinarycourse of business.

• Details of material individual transactions with related parties which are notin the normal course of business.

• Details of material individual transactions with related parties or otherswhich are not on an arm's length basis along with management's justification for the same.

Statement Indicating the Manner in which Formal Annual Evaluation has been made by theBoard of its own Performance its Directors and that of its Committees:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.

Nomination & Remuneration Committee Policy:

The sitting fee paid to the non-executive directors commission to independentdirector and remuneration paid to the whole- time director is approved by theremuneration committee. Members of the Nomination & Remuneration Committee are asFollows;

1. Mr. Mahesh Kumar Sodhani- Chairman (Independent Director)

2. Mr. Atul Kumar Jain-Member (Independent Director) 3. Mr. Pururaj SinghRathore-Member (Independent Director)

Half- yearly Declaration

A half – yearly/Quarterly Declaration of financial performance including summaryof significant events in the last six months is currently not being send to each householdof shareholders. However the Company publishes its results in national and state levelnewspapers having wide circulation. The results are also posted on the website of theCompany i.e. www.coralnewsprintslimited.com

Disclosure on Establishment of a Vigil Mechanism:

Fraud free corruption free work culture has been core to the Company. In view of thepotential risk of fraud and corruption due to rapid growth and geographical spread ofoperations the Company has put an even greater emphasis to address this risk.

To meet this objective a comprehensive Fraud Risk Management (FRM) policy akin tovigil mechanism or the Whistle Blower Policy has been laid down by the Board of Directors.

Managerial remuneration:

Key Managerial Person of the Company are as follows.

Sr. No. Name of the K.M.P Designation
1 Mr. Pushpendra P.S. Chauhan Chief Executive Officer
2 Mr. Chetan P. S. Chauhan Chief Financial Officer
3 Ms. Neerja Chhabra Company Secretary

DIRECTOR REMUNERATION:

S.No. Name of Director Managerial Remuneration Remuneration for F.Y 2014-2015 Remuneration for F.Y 2013-2014
(Amount in Rs.) (Amount in Rs.)
1. Mr. Chetan P.S. Chauhan Nil Nil
2. Mr. Pushpendra P.S. Chauhan 1200000 1140000
3. Mr. Ram Avtar Bansal Nil Nil
4. Mr. Yogesh Alawadi 240000 240000
5. Mr. Atul Kumar Jain Nil Nil
6. Mr. Mahesh Kumar Sodhani Nil Nil
7. Mr. Pururaj Singh Rathore Nil Nil
8. Mr. Parth Chauhan Nil Nil
9. Smt. Richa Shukla Nil Nil

*Remuneration is not required to be paid to independent director as per Section 149read with Schedule IV of Companies Act 2013.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013:

In accordance with the sexual harassment of women at Workplace (Prevention Prohibitionand Redressal) Act 2013 Coral Newsprint Limited has modified the erstwhile policy forPrevention of Sexual Harassment at the Workplace and the Board of Directors haveunanimously adopted the same w.e.f. July 23 2014.

Vide notification dated December 9 2013; Ministry of Women and Child Development haveintroduced Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Rules 2013. The earlier policy has been amended by incorporating the rules and proceduresas mandated in the said notification. The revised policy shall be in effect from July 232014.

Company has Appointed Smt. Krishna Devi to redress the issues regarding SexualHarassments at work place.

Statutory Auditors:

M/s L.N. Malik & Co. Chartered Accountants retires as Statutory Auditors of theCompany at the conclusion of the Annual General Meeting to be held for the Financial Year2016-2017 and being eligible to offer them for reappointment.

Cost Auditors:

The Board of Directors has reappointed subject to the approval of the CentralGovernment M/s Rajni Chawla &

Associates Cost Accountants as the Cost Auditors of the Company under the section 148of the Companies Act 2013 to audit the Cost Accounts of the Company for the FinancialYear 2014-15.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2015 and of the profit/loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

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

f) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

Green initiatives:

During fiscal 2011 we started a sustainability initiative with the aim of going greenand minimizing our impact on the environment. Like the previous years this year too weare publishing only the statutory disclosures in the print version of the Annual Report.Additional information is available on our website www.coralnewsprintslimited.com.

Electronic copies will be the Annual Report 2014-15 and Notice of the 23rd AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany / Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2015 and the Notice will be sent in thepermitted mode. Members requiring physical copies can send a request to the Company.

The Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015. The instructions for e-voting are provided in theNotice.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders bankersand clients for their support creditor and debtors and employees.

Regd. Office: By The Order of The Board
A-138 First Floor Vikas Marg
Shakarpur Delhi-ll0092 For Coral Newsprints Limited
Pushpendra P. S. Chauhan Chetan P.S. Chauhan
Place : Delhi Whole-Time Director CEO Chairman & CFO
Date : 02.09.2015 (DIN: 01871760) (DIN: 00702883)

Form No. MR. 3

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

Coral Newsprintes Limited A-138 Vikas Marg Shakarpur Delhi- 110092

Dear Members

Sub : My 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. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done to ensure that correct facts are reflected in secretarial records. Ibelieve that the processes and practices I followed provide a reasonable basis for myopinion.

3. I have not verified the correctness and appropriateness of financial record andbooks of accounts of the company.

4. Where ever required I 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. My examination was limited tothe verification of procedures 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 JK & Associates
Company Secretaries
CS. Jasmeen Kaur
FCS No. - 6264 Date : 02-09-2015
COP No. - 6638 Place : Delhi

To

The Members

Coral Newsprintes Limited

A-138 Vikas Marg Shakarpur Delhi- 110092

Dear Members

Pursuant to my appointment for the Secretarial Audit of the Company for the financialyear 2014-15 I have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by Coral NewsprintsLimited (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon. Based on verification of the books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit. I hereby report that in my opinion the Companyhas during the audit period ended on 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter :

Compliance Reporting :

A. THE COMPANIES ACT 2013

1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by Coral Newsprints Limited (The Company) for Financial year ended on31st March 2015 according to the provisions of :

The Companies Act 1956 the Companies Act 2013 (to the extent Sections and Schedulesnotified) and the Rules made there under including Amendment Circulars Notifications andRemoval of Difficulties Order issued by the Ministry of Corporate Affairs from time totime.

2. I report that the Company has in my opinion subject to the observations /qualificationsreported hereunder complied with the provisions of The Companies Act 1956. TheCompanies Act 2013 (hereinafter singly and collective referred to as 'Act') to the extentSections and Schedules notified and the Rules made there under including amendmentcirculars notifications and removal of difficulties Order issued by the Ministry ofCorporate Affairs from time to time with regard to the following:

a) Maintenance of various registers and documents and making necessary entries therein- The company has maintained the registers required to be maintained by them under the Actbut needs to be updated as per the new format.

b) Closure of Register of Members. During the year under audit the company has closedits register of members from 25-09-2014 to 29-09-2014 (both days inclusive) and hascomplied with the requirements relating to publication in the newspapers.

c) Forms returns documents resolutions and intimations required to be filed with theRegistrar of Companies Regional Director and the Central Government have been filed ontime except for filing with regard to provision of Sec. 139 184 148 149 204.

d) Service of documents by the Company on its Members Auditors Registrar of companiesand on all those who are entitled to receive the same.

e) Notice of Board meetings and Committee meetings of Directors.

f) The meetings of Directors and Committees of Directors were duly convened during theyear under audit :

Independent Directors on the Board as required under Section 149(7) along with Code ofIndependent Directors given under schedule IV of The Companies Act 2013 met on 30-03-2015and for which purpose notice was issued.

g) The Annual General Meeting to consider and adopt the Accounts for the financial yearended 31-03-2014 besides other items was held on 29-09-2014. No Extra-ordinary GeneralMeeting was held during the year under review.

h) Minutes of proceedings of General Meetings and of the Board and its Committeemeetings.

i) Composition of the Board of Directors / Committee(s) of Directors appointmentretirement and reappointment of Directors including the Key Managerial Personnel.(hereinafter referred to as KMP) The Composition of the Board and KMP and committees ofthe board is in line with the requirement of Sections 149 203 and other applicableprovisions of the Act.

j) Payment of remuneration to Directors including the Key Managerial Personnel is asper the applicable provisions.

k) Appointment and remuneration of Auditors viz. Statutory Auditors and SecretarialAuditors.

Whrereas there is no internal Auditor pursuant to Sec. 138 of the Act.

l) Issue and allotment of and Transfers of the Company's shares and issue and dispatchof share certificates : The Company has complied with the requirements relating totransfer and transmission of shares as per the Companies Act.

m) Borrowings and registration modification and satisfaction of charges whereverapplicable. No charge was created / satisfied during the year under review.

n) Investment of the Company's funds including inter-corporate loans and investmentsand loans to others : I was informed that there is no inter corporate deposits during theyear under review. The company has not made any loans in violation of Section 185 of theAct During the year under review the company has not made any investments ad hence thequestion of compliance with Section 186 does not arise.

o) Contracts common seal registered office and publication of name of the companyand

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

3. I further report that during the year under audit there is no change in theAuthorised / Paid up share capital of the company.

4. I further report that subject to the observations / qualifications if any madehereunder.

a) The Directors have complied with the requirements as to disclosure of interests andconcerns in contracts and arrangements shareholdings/debenture holdings and directorshipsin other companies and interests in other entities; b) The Company has obtained necessaryapprovals under the various provisions of the Act and

c) There was prosecution initiated and being compounded by the special court u/s 209383A and 255 of the companies act 1956 by imposing the compounding fees by the order ofSh. D.K. Sharma ACMM (SPL Acts) Central Delhi dated 07-04-2014 of Rs. 5000 per accusedRs. 10000 per accused and Rs. 7000 per accused respectively in each matter.

B. SECURITIES LAWS

5 I report that I have examined forms and returns filed and other records maintained bythe Company for the financial year ended on 31-03-2015 according to the provisions of -

• The Securities Contracts (Regulation) Act 1956 and Rules made there under.

• The Securities and Exchange Board of India (Substantial Acquisition of Shares& Takeovers) Regulations 2011.

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

• Depository Act 1996 & regulation & bye laws framed there under.

• The Equity Listing Agreement with Stock Exchanges.

6 I further report that the equity shares of the company are listed in the Bombay StockExchange Limited whereas currently the trading is suspended by the BSE but the company isin the process to get the revocation of suspension of share of the company and for thisreason the company has hired an external agency in Ahmedabad/Mumbai which will assist thecompany in the matter of revocation of suspended share Trading at BSE and in streamliningthe related compliances.

7 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 dematerialisation of securities and reconciliation of records of dematerialisedsecurities with all securities issued by the Company.

8 I further report that the equity shares of the company are listed in the Bombay StockExchange Limited and compliance of the requirement of the provisions of the SecuritiesContracts (Regulation) Act 1956 and the Rules made under that Act with regard tomaintenance of minimum public shareholding has been complied with.

9. Closure of Register of members. During the year under audit the company has closedits register of members from 25-09-2014 to 29-09-2014 (both days inclusive) and the samewas intimated to the BSE in compliance with the Listing Agreement requirements.

10. As on date of Report the composition of the board is in line with the requirementof the Listing Agreements.

11. Issue and allotment of and Transfers of the Company's shares and issue and dispatchof share certificates: The Company has complied with the requirements relating to transferand transmission of shares as per the Listing Agreement.

C. OTHER LAWS INCLUDING SECTOR SPECIFIC LAWS

12. I further report that based on the information received explanations givenprocess explained and reords maintained there are adequate systems and processes in theCompany commensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws including Sector Specific laws rules regulations andguidelines. The company has confirmed compliance with all those laws and relied on thesame for necessary compliance by the Company under :

a. Service Tax Act 1994 b. Income Tax Act 1961 c. The Employees Provident Fund andMiscellaneous Provision Act 1952. d. Employees State Insurance Act 1948. e. CentralExcise Act 1944 f. Central Sales Tax Act 1956.

D. SECRET ARIAL STANDARDS

13. I further report that the company by and large has complied with SecretarialStandards on Board meetings and

General meetings as per the mandated under the Act.

The final version of the Secretarial Standards 1 and 2 got notified on 23-04-2015 andshall be effective from 01-07-2015.

E. MISCELLANEOUS

14. I further report that based on the information received explanations givenprocess explained and records maintained the following laws and regulations are notapplicable to the company.

• The Debt Listing Agreement with the Stock Exchanges.

• The Foreign Exchange Management Act 1999 and the Rules and Regulations madeunder that Act to the extent applicable to Overseas Direct Investment Foreign DirectInvestment and External Commercial Borrowings.

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

15. I further report that the company is under BIFR and DRS has been approved by theBIFR durign the year. Whereas

Uttar Pradesh Fin. Corp (UPFC) has moved to AIFR against the relaxation of DADP Amount.

For JK & Associates
Company Secretaries
CS. Jasmeen Kaur
FCS No. - 6264 Date : 02-09-2015
COP No. - 6638 Place : Delhi

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