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Denis Chem Lab Ltd.

BSE: 537536 Sector: Health care
NSE: N.A. ISIN Code: INE051G01012
BSE LIVE 15:23 | 25 Sep 116.00 -3.60
(-3.01%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 116.05
PREVIOUS CLOSE 119.60
VOLUME 113
52-Week high 205.43
52-Week low 82.40
P/E 644.44
Mkt Cap.(Rs cr) 161
Buy Price 115.05
Buy Qty 125.00
Sell Price 116.00
Sell Qty 57.00
OPEN 116.05
CLOSE 119.60
VOLUME 113
52-Week high 205.43
52-Week low 82.40
P/E 644.44
Mkt Cap.(Rs cr) 161
Buy Price 115.05
Buy Qty 125.00
Sell Price 116.00
Sell Qty 57.00

Denis Chem Lab Ltd. (DENISCHEMLAB) - Director Report

Company director report

Dear Members

Your Directors are pleasured to present the 35th ANNUAL REPORT together with theAudited Financial Statements for the Financial Year 2015-16 ended 31st March 2016.

1. FINANCIAL RESULTS :

(Rs. in Lacs)
Particulars 2015-16 2014-15
Operating Profit (Before Interest & Depreciation) 895.27 960.08
Less : Interest/Finance Cost 673.38 536.28
Profit before Depreciation 221.89 423.80
Less : Depreciation 563.59 387.92
(Loss)/Profit before Tax (341.70) 35.88
Less : Provision for Taxation /(Excess Provision for Tax) (4.13) 8.03
Less : Deferred Tax Liability 107.20 19.70
(Loss)/ Profit after Tax (444.77) 8.16

There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2016 and date of this report.

2. DIVIDEND:

In view of the losses suffered during the financial year under review your Directorsare unable to recommend any dividend for the year 2015-16.

3. OPERATIONS:

The revenue from operations i.e. transfusion solution in Bottles and Plastic Bottles isincreased by 29% from Rs. 7685 lacs of the previous year 2014-15 to Rs. 9964 lacs for theyear 2015-16. The facility was inspected by Food and Drug Control Administration (FDCA)Gandhinagar for the renewal of its World Health Organization-Good Manufacturing Practices(WHO-GMP) certification and manufacturing license renewal which was satisfactorilycompleted. The Company’s manufacturing license is valid till December 2017.

During the year under review the export market was explored in more detail and I.V.products in plastic bottles were exported to new destinations. Further efforts areunderway for increasing exports to various countries.

4. NEW PROJECTS:

The Management has envisaged an increased demand for various I. V. fluids in India forthe future considering the development of health related instrument and steady populationincrease.

4.1 Increasing the Moulding and Filling capacity with cost reduction in BFS:

We are under the process of implementing additional capacity in our BFS line. Thisproject will help us to save significantly on our main RM cost viz PP Granules. Theproject will be implemented in Q1 FY17. We already have the team and systems in place formarketing of products from this project and we will able to derive significant returnsfrom day one of the operations. This project will help us in lowering our costs andpenetrate into cost competitive markets effectively while maintaining margins.

4.2 Increasing the moulding and filling capacity for 1000 ml and increasing fillingcapacity 3000 ml.:

In the BFS category of 1000 ml and 3000 ml which are niche products with few companiesoffering the same. The current market for 1000 ml and 3000 ml is growing at 35% and we areachieving 12% operating margins in 1000 ml and 20% operating margins in 3000 ml.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited & Ahmedabad StockExchange Limited. The Company is regular in payment of Annual Listing Fees. The Companyhas paid Listing fees up to the year 2016-17.

6. INCREASE IN AUTHORISED SHARE CAPITAL:

The Authorised Equity Share Capital of the Company has been increased to Rs. 13 croresdivided into 13000000 Equity Shares of Rs. 10/- each upon passing of resolutions in theExtra Ordinary General Meeting held on 12th December 2015.

7. ALTERATION OF CAPITAL CLAUSE IN ARTICLES OF ASSOCIATION:

The Company after obtaining necessary approval of the Members at the Extra OrdinaryGeneral Meeting held on 12th December 2015 has altered its Articles of Association byinserting Article 19(A)(ii) relating to Equity Warrants.

8. ALLOTMENT OF 2700000 CONVERTIBLE EQUITY WARRANTS TO NON-PROMOTER(S) ONPREFERENTIAL BASIS:

The Company after obtaining necessary approvals have allotted 2700000 EquityWarrants ofRs. 10/- each at premium of Rs. 50/- per Equity Warrant on 12th December 2015to Non-Promoter(s) on Preferential Basis after complying provisions and guidelines underthe Companies Act 2013 SEBI & Listing Agreement. The said 2700000 Equity Warrantsare convertible in to 2700000 Equity Shares within 18 months of allotment of EquityWarrants.

There are no material variations between the projections and actual utilization of thefunds raised through Preferential Issue by the Company during the year 2015-16.

9. CHANGE OF REGISTRAR AND SHARE TRANSFER AGENTS:

The Company has appointed M/s. Link Intime India Private Limited as Registrar &Share Transfer Agents of the Company in place of M/s. Sharepro Services (India) PrivateLimited w.e.f. 15th June 2016.

10. DIRECTORS:

10.1 One of your Directors viz. Ms. Anar H. Patel retires by rotation in terms of theArticles of Association of the Company. However being eligible offers herself forreappointment.

10.2 The Board of Directors duly met 7 times during the financial year under review.

10.3 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.

10.4 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.

10.5 DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:

(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March 2016 beingend of the financial year 2015-16 and of the loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company’s policies safeguardingof assets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.

12. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

There has been no increase in remuneration payable to Managing Director.

Sr. No. Name of the Director & Designation Remuneration for the year 2015-16 % increase over last year Parameters Median of Employees Remuneration Ratio Commission received from Holding/ Subsidiary
1. Dr. Himanshu C. Patel - Managing Director Rs. 6281555/- 18.76% Higher responsibility and time involvement due to current expansion & modernisation Rs. 280536 22.40 N.A.

The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully. All the Board Members and Senior Management personnelhave affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Company’s websitewww.denischemlab.com

13. KEY MANAGERIAL PERSONNEL:

% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Sr. No. Name of the Director & KMP Designation Percentage Increase
(If any)
1. Dr. Himanshu C. Patel Managing Director 18.76%
2. Mr. Nirmal Patel CEO -
3. Mr. Vikram Joshi CFO 20.00%
4. Ms. Khushbu Shah Company Secretary -

14. PERSONNEL AND H. R. D.:

14.1 INDUSTRIAL RELATIONS

The industrial relations continued to remain cordial and peaceful and your Companycontinued to give ever increasing importance to training at all levels and other aspectsof H. R. D.

The number of Employees of the Company are 140.The relationship between averageincrease in remuneration and Company’s performance is as per the appropriateperformance benchmarks and reflects short and long term performance objectives appropriateto the working of the Company and its goals.

14.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.

15. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to theDirectors’ Report.

All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm’s length basis. During theyear the Company had not entered into any transactions with related parties which couldbe considered as material in accordance with the policy of the Company on materiality ofrelated party transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website atwww.denischemlab.com

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption forms part of this report and is given by way of Annexure- A.

17. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance ManagementDiscussion and Analysis (MDA) and a certificate regarding compliance with the conditionsof Corporate Governance are appended to the Annual Report as Annexure – B.

18. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure – C. Theremarks of Auditor are self explanatory.

19. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form – MGT-9 has been attached herewith as Annexure– D.

20. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate GovernanceReport.

21. GENERAL:

21.1. AUDITORS:

STATUTORY AUDITORS:

At the 34th Annual General Meeting held on 23rd September 2015 M/s. Shah & ShahAssociates Chartered Accountants Ahmedabad were appointed as Statutory Auditors of theCompany to hold office till the conclusion of the Annual General Meeting to be held in theyear 2017. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. Shah & Shah Associates CharteredAccountants as statutory auditors of the Company for the financial year 2016-17 isplaced for ratification by the shareholders.

The remarks of Auditor are self explanatory and have been explained in Notes onAccounts.

COST AUDITORS:

As per the requirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time the Company has been carrying out audit of cost records everyyear.

The Board of Directors on the recommendation of Audit Committee has appointed M/s.Kiran J. Mehta & Co. Cost Accountants (Firm Registration Number -000025) as CostAuditor to audit the cost accounts of the Company for the financial year 2016-17. Asrequired under the Companies Act 2013 a resolution seeking Shareholders’ approvalfor the remuneration payable to the Cost Auditor forms part of the Notice convening theAnnual General Meeting for their ratification.

21.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire riot strike malicious damage etc. as per the consistent policy of theCompany.

21.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.

21.4 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

21.5 RISKS MANAGEMENT POLICY:

The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work and monitored regularly with reference tostatutory regulations and guidelines defined by the Company.

21.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.

21.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS:

There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.

21.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safeoperations. The Company’s policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

21.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review the Company did not receive anycomplaint.

21.10 GRATUITY:

The Company has entered in to an agreement with Life Insurance Corporation of India forcovering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fundhas been created with Life Insurance Corporation of India.

21.11 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

22. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.

23. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of thedepositories viz NSDL and CDSL. The ISIN No. allotted is INE051G01012.

24. FINANCE:

24.1 The Company’s Income-tax Assessment has been completed up to the AssessmentYear 2013-14 and Sales tax Assessment is completed up to the Financial Year 2011-12.

24.2 The Company is enjoying Working Capital facilities Corporate Loan and Term Loanfrom Axis Bank Limited and Bank of India. The Company is regular in payment of interestand principal.

25. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters andShareholders for their constant support and co-operation. Your Directors also place onrecord their grateful appreciation and co-operation received from Bankers FinancialInstitutions Government Agencies and employees of the Company.

For and on behalf of the Board
Place : Ahmedabad Dinesh B. Patel
Date : 20th July 2016 Chairman

ANNEXURE - A

Disclosure of particulars with respect to Conservation of Energy

(A) CONSERVATION OF ENERGY:
Steps taken or impact on conservation of energy In line with the Company’s commitment towards conservation of energy all units continue with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption
Steps taken by the Company for utilising alternate sources of energy -
Capital investment on energy conservation equipments N.A.
(B) TECHNOLOGY ABSORPTION:
Efforts made in Research and Development and Technology Absorption is as under:
1. Research & Development (R & D)
(a) Specific areas in which R&D : New product development and improvement in Quality.
(b) Benefits derived as a result of the above R&D : Increase in the range of products in its volume of contribution in increased sales turnover.
(c) Future plan of action : To maintain improved quality of products through quality control.
(d) Expenditure on R&D : Marginal
2. Technology absorption adoption and innovation : The Company does not envisage any technology absorption.
(C) FOREIGN EXCHANGE EARNINGS & OUTGO: 2015-16 2014-15
Total Foreign exchange earnings 571375 Euro 69750
Total Foreign Exchange used Euro 83179 Rs. 627 lacs

 

For and on behalf of the Board
Place : Ahmedabad Dinesh B. Patel
Date : 20th July 2016 Chairman

ANNEXURE-C

FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2016

[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

Denis Chem Lab Limited

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Denis Chem Lab Limited[CIN: L24230GJ1980PLC003843] (‘hereinafter called the Company’) havingRegistered Office at Block No. 457 Village: Chhatral Tal: Kalol (N.G.) Dist: Gandhinagar– 382 729 Gujarat. The Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts / statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter: We have examined the books papers minute books formsand returns filed and other records maintained by the Company for the financial year endedon 31st March 2016 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 rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

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

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

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992/ 2015.

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

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 / Securities and Exchange Board of India(Share Based Employee Benefits) Requirements 2014 (Not applicable during audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable during audit period)

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

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable during audit period)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; and (Not applicable during audit period)

(vi) Various common laws applicable to the manufacturing and other activities of theCompany such as Labour Laws Pollution Control Laws Land Laws Patents Act 1970 TheTrade Marks Act 1999 etc. and various Sectoral specific acts such as Pharmacy Act 1948Drugs and Cosmetics Act 1940 Homoeopathy Central Council Act 1973 Drugs and MagicRemedies (Objectionable Advertisement) Act 1954 Narcotic Drugs and PsychotropicSubstances Act 1985 for which we have relied onCertificates/ Reports/ Declarations/Consents/ Confirmations obtained by the Company from the experts of the relevant fieldsuch as Advocate Labour Law Consultants Engineers Occupier of the Factories RegisteredValuers Chartered Engineers Factory Manager Chief Technology Officer of the CompanyLocal Authorities Effluent Treatment Adviser etc. and have found that the Company isgenerally regular in complying with the provisions of various applicable Acts We have alsoexamined compliance with the applicable clauses of the following:

(i) Secretarial Standards (SS-1 and SS-2) issued by the Institute of CompanySecretaries of India

(ii) Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Listing Agreement.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to followingobservations: The following are our observations during the Audit:

1. The Company is not regular in depositing Statutory dues including PF ESIIncome Tax and other taxes. As at the end of financial year dues of 70.63 lacs isoutstanding for a period of more than 6 months.

2. The Company has not filed Form 5 INV due within 90 days of the Annual GeneralMeeting held on 23rd September 2015.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

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

We further report that during the audit period the Company has: a. Duly passed SpecialResolution under Section 61 at the Extra Ordinary General Meeting held on 12th December2015 and have complied with relevant provisions of the Companies Act 2013 and rules madethere under b. Duly passed Special Resolution under Section 14 at the Extra OrdinaryGeneral Meeting held on 12th December 2015 and have complied with relevant provisions ofthe Companies Act 2013 and rules made there under c. Duly passed Special Resolution underSection Section 62(1)(c) read with Section 23 & 42 at the Extra Ordinary GeneralMeeting held on 12th December 2015 and have complied with relevant provisions of theCompanies Act 2013 and rules made there under We further report that during the auditperiod the Board of Directors of the Company has allotted 2700000 Convertible EquityWarrants of Rs. 10/- each at premium of Rs. 50/- per Equity Warrant on 12th December 2015after compliance of necessary laws and guidelines.

For KASHYAP R. MEHTA & ASSOCIATES
Company Secretaries
KASHYAP R. MEHTA
Proprietor
C.O.P. No. 2052
Place : Ahmedabad FCS: 1821
Date : 20th July 2016 FRN: S2011GJ166500

ANNEXURE - 1

To

The Members

Denis Chem Lab Limited

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

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

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

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

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

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedure on test basis.

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

For KASHYAP R. MEHTA & ASSOCIATES
Company Secretaries
KASHYAP R. MEHTA
Proprietor
FCS: 1821
Place : Ahmedabad C.O.P. No. 2052
Date : 20th July 2016 FRN: S2011GJ166500