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Esaar (India) Ltd.

BSE: 531502 Sector: Others
NSE: N.A. ISIN Code: INE404L01021
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VOLUME 800
52-Week high 1.17
52-Week low 0.59
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.59
Sell Qty 32363.00

Esaar (India) Ltd. (ESAARINDIA) - Director Report

Company director report

To

The members

Your Directors are pleased to present the 64th Annual Report of the Companytogether with the Audited Statements of Accounts and Auditors’ Report for the yearended 31st March 2016.

FINANCIAL RESULTS"

(Rs. In Lacs)

Particulars 2015-16 2014-15
Revenue from Sale of Shares 157.36 557.91
Revenue from Interest Income 129.13 313.58
Revenue from Sale of Commodity 122.29 -
Revenue from other income 2.10 -
Total Revnue 410.88 871.49
Profit before Dep & tax (203.96) (310.60)
Depreciation - (0.07)
Interest 68.59 93.96
Profit after Dep & Interest and before T ax (272.55) (404.60)
Provision for T axation - -
Provision for Tax (deferred) 0.13 0.36
Tax Adjustment for earlier years 0.62 -
Profit /Loss after Tax (273.30) (404.96)
Net profit/ (Loss) (273.30) (404.96)
EPS (-13) (Q-19)

PERFORMANCE REVIEW:

During the year under review your Company has achieved total revenue of Rs. 410.88 Lacsas against Rs. 871.49 in the previous year. This was almost 50% down as compared toprevious year same is the case for profit/loss for the year. The main reasons for thesame are that the Company has not traded into shares during the year under review due topoor market performance and the interest income also get diluted as lesser number ofloans was granted during the year. However your company has established new line ofbusiness i.e. dealers in commodity and as can be seen from the highlights above andmanaged to generate revenue of Rs.122.29 Lacs. Your Company is quite optimistic with thesenew line of business will find a good scope of earnings in near future.

The Profit/(Loss) before tax amounted to Rs. (272.55) Lacs as against Rs. (404.60) Lacsin the previous year. The main reason for incurring loss during the year is decrease inmarket price of stock i.e. due to devaluation of stock.

The management of the Company is hereby very optimistic regarding performance of theCompany in future and taking every steps and making every efforts to turn the Company into profitable organization.

DIVIDEND:

In view of continious losses your Directors have not recommended any dividend onEquity Shares for the year under review.

BOARD OF DIRECTORS AND KEY MANAGERAIL PERSONNEL:

During the year under review Mr. Dheeraj Shah Managing Director of the Company hadresiged w.e.f. 23/01/2016 due to his pre-occupation elsewhere. The Board of Directors ofthe Company appreciates the Contributions made by him during his tenure of Directorship.

Further Mr. Avedhesh Pal and Mr. Sachin Talgaonkar resigned from the their office ofdirectorship of the company w.e.f 25.07.2016 due to their pre occupation elsewhere. TheBoard expresses its gratitude for their valuable contribution.

Ms. Sunita Zanj was appointed as the CFO of the Company on 12/02/2016 but due topersonal reasons she resigned too w.e.f 28th May 2016. The Board is thankfulfor her contribution towards the affairs of the company

On the recommendation of the Nomination & Remuneration Committee the Board inductedMr. Nikhil Shiva Poojary asExecutive Directorof theCompanyw.e.f 27/01/2016Mr. UpendraPravinbhai PatelandMr. Mehul KadiaasIndependentNon-ExectiveDirector w.e.f28/03/2016and25.07.2016respectively.

Your Directors also recommends to the members the office of Mr. Nikhil Shiva Poojaryas a Whole Time Director of the Companyfor the period offiveyears as per item no.6 of thenotice.

As required under Regulation 30 of SEBI (Listing Obligations & DisclosureRequirement) Regulations 2015 with thestock exchanges the information on the particularsof directors proposed for appointment/re appointment has been given in the notice ofannual general meeting.

DEPOSITS:

YourCompany has been registered as a NBFC since 1998 in terms of the provisionsofNon-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudentail Norms(Reserve Bank) Directions 2007. Your company is catagorised as an Non Deposit taking NonBanking Financial Company. The Company has not accepted any deposits during theyear fromthe public within the meaning of Section 73 of The Companies Act 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors’ Responsibility Statement itis hereby confirmed:

a) In the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudentjudgmentsand estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of March 31 2016 and of the profit of theCompany for the year ended on that date.

c) Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

d) The Annual Accountsof the Company have been prepared on the ongoing concern basis.

e) That they have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact asIndependent Directors.

POLICIES ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

TheCompanyfollows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. The policy is available on the website of the company viz www.esaarindia.com

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Act andSchedule V of SEBI (Listing Obligation &Disclosure Requirement) regulations 2015 the Nomination and Remuneration Committee ofthe Board carried out the annual evaluation of the performance ofthe Board as a whole theDirectors individually as well as of various Committees of the Board. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and non independent Directors was also carried outby the Independent Directors at their seperate meeting. The Directors expressed theirsatisfaction with the evaluation process.

STATUTORY AUDITORS:

M/s.R. SoniCo. Chartered Accountants having Registration No:130349Wstatutoryauditorsof the Company hold office until the conclusion of the ensuring AGM and are eligible forre-appointment. based on the recommendation of the Audit Committee the Board of Directorshas at its meeting held on 12/08/2016 proposed the appointment of M/s.R. Soni &Co.as the Statutory Auditors of the Company for a consecutive period of five years to holdoffice from the conclusion of this AGM till the conclusion of the 69th AGM ofthe Company to be held in the year 2021(subject to ratification of their appointment atevery AGM). During the year M/s.Pravin ChandakAssociates have been resigned as aStatutory Auditors of the Company resulting in to casual vacancy of Auditors in M/s.R.Soni &Co. has been appointed in place ofM/s. Pravin Chandak & Associatesw.e.f12/08/2016and Company hereby seeks approval of the members of the Company to ratifythe appointment of M/sR. Soni& Co. within 3 months of their appointment. The Companyhas also received the confirmation from M/s.R. Soni& Co. to the effect that theirappointment if made at the ensuring AGM would be in terms of Section 139 and 141 of theCompanies Act 2013 and rules made there under.

AUDITORS REPORT:

Observations made in the Auditors’ Report are self-explanatory and therefore donot call for any further comments under Section Section 134(1) of the Companies Act 2013.

COMMENT / EXPLANATION ON REMARKS /OBSERVATIONS/QUALIFICATION MADE BY STATUTORY AUDITORS

M/s. Pravin Chandak and Associates PracticingChartered Accountant in his IndependentAuditor Report for financial year 2015-16 have drawn the attention of the management onsome Prudential Norms of NBFC which have been marked as qualification in his report. Inconnection with the same management here with give the explanation for the same asfollows:

Qualifications mdae at point no. 27inAuditors’ Report are proceduralqualifications and cannot be quantified in figures the Management is having a view thatthat the Company is Small NBFC as compared to other giants in the market and other peergroup Companies. The Company is doing business out of its own fund and had not acceptedany deposits from public.

The Company operates its business with at most care and diligence. As far as making ofLoanand Advances are concerned management grants demand loan only either to the partiesknown to the Company or by reference which are governed by the Board policies. In somecases Loan Agreements or some KYC were not maintained. However considering the closemonitoring of Board no appraisal renewal policies and procedure has been prescribedtherefore and Directors are of a view that the Company has maintained all basic andnecessary documents but according to the auditor the documents are notappropriate/enough. But to survive in present cut throat competition scenario company hasto do the business as per client’s availability at times. However the Company iscontinuously making efforts to make KYC documents in line with auditor’s directionsfor futuretransactions to be executed.

The management of the Company is quite confident that there is/was no NPA. The Companygrants unsecured loan either to the parties to whom Company knows personally or to theparties whose reference has been received from some parties with whom Company hasalready done the business. Though the repayment of the loan and interest there on mighthave been delayed some time by the parties but Company do receive the payment on laterdate.

The demad raised by the jurisdictional assessing officer of the Income Tax Authoritiesu/s 143(3) of the Income Tax act 1961 of Rs. 13664 for the Assessment year 2008-2009.The management believes that demand raised is likely to be either deleted orsubstiantially reduced; hence the managementis of the opinion that no provision isrequired.

As far as appropriateness of internal control system is concerned management is havingviewthat the company has effective and sufficient internal control system in place forgranting loans and over purchase and sales. The management grants demand loan only eitherto the parties known to the Company or by references which are governed by the Boardpolicies. The Loan and Advances granted by the Company is cosidered as good andrecoverable and do not required any significant provisions and same has been closelysupervised and monitered on regular basis therefore no appraisal renewal Policiesprocedures committee or documents have been prescribed and executed. It’s difficultto establish any standard or fixed policy and procedure for granting loans as its dependsup on emergency of funds and other requirements of the clients. Further the control overpurchase and sales of commodities is concerned company has adeqate internal controlssystem according to the size of the company and scale of operations. However as perrecommendation of Auditors the Company is under process to strengthen its controlsprocedures.

SECRETARIAL AUDIT:

M/s. P.D. Pandya & Associates Company Secretary in Practice has been appointedpursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 to conduct theSecretarial Audit for the financial year 2015-16. The Secretarial Audit Report as receivedfrom M/s. P.D. Pandya & Associates is appended to this Report as

Annexure I.

COMMENT / EXPLANATION ON REMARKS /OBSERVATIONS/QUALIFICATION MADE BYSECRETARIALAUDITORS

M/s. P.D. Pandya and Associates Company Secretary in Practice in his SecretarialAudit Report for financial year 2015-16 have drawn the attention of the management on somenon-compliances which have been marked as qualification in his report. In connection withthe same management herewith give the explanation for the same as follow:

The Company had created Charges with Federal Bank Culcutta on 22/03/1996 for Rs.7.67Lacs. The Company has satisfied the said Charge but inadvertantly lost the copy of no duecertificate received from the bank consequently form for satisfaction of charge has notbeen filed and said charge is still open in the name of company. The Company is doingconstant follow up with the bank for obtaining of fresh no due certificate. However sincethe matter is almost 20 years old and bank don’t have the said copy on computerrecords as per bank it will take time to consider the matter and forissue of fresh NOC.

The Company has not registered itself with Professional Tax Department. However Companyhas deducted Profession Taxfrom salary of its employee regularly.however the same has notbeen deposited with thesales tax department.The Company will soon obtain valid P.T. numberandwill comply with the same in the future.

Inadvertantly in some instatnce company failed to file form MGT-10 with ROC withrespect to change in shareholding of promoter and top 10 shareholdersmore than 2%.HoweverCompany has filed the said form for every changes made for promoters holding. TheCompany ensures that in future same mistake would not berepeated.

TheCompany had appointed the CompanySecretaryand Chief Financial officer of the Companysubsequently to resignation of previous CS and CFO. However the time gap between theseappointment exceeds six month only because company was not getting desired person for thedesignation.

The Company failed to File FORM NBS-9 Annual return for NBFC Companies duetonon-receipt of Cosmos Login Id and password from RBI.The Company has been following upwith RBI for the same and ensure that the Form will be filed by the company.

The Company operates its business with at most care and diligence. As far as making ofLoanand Advances are concerned management grants demand loan only either to the partiesknown to the Company or by reference which are governed by the Board policies. In somecases Loan Agreements or some KYC were not maintained. However considering the closemonitoring of Board no appraisal renewal policies and procedure has been prescribedtherefore and Directors are of a view that the Company has maintained all basic andnecessary documents but according to the auditor the documents are notappropriate/enough. But to survive in present cut throat competition scenario company hasto do the business as per client’s availability at times. However the Company iscontinuously making efforts to make KYC documents in line with auditor’s directionsfor futuretransactions to be executed.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2015-2016 your company has entered into transaction withrelated partywhich was in the ordinary course of business and on arm’s length basisdetails of which are provided inForm AOC-2 pursuant to Sec-134(3)(h) of the Companies Act2013 read with rule 8(2) of the Companies (Accounts) Rules 2014are appendedas AnnexureII whichforms an integral part of this annual report. The policy on Related Partytransaction has been devised by your Company for determining the materialityof transactionwith Related Parties and dealing with them.

There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.

EXTRACT OF ANNUAL RETURN:

Pursuant to the under Section 92(3) and Section 134(3) of the Act read with Rule 12 ofCompanies (Management and Administration) Rules 2014 an extract of Annual Return inprescribed Form MGT-9 requirementsis given in the Report as AnnexureIII.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as AnnexureIV.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under regulation 34 and Schedule V of SEBI (Listing Obligation& DisclosureRequirement) Regulations 2015form part of the Annual Report. Thecertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance is annexed to the Corporate Governance Report have been appended tothis Report as Annexure V and AnnexureVI respectively. Certificate from M/s PravinChandak & Associates Pacticising Chartered Accountant confirming compliance with therequirements of Corporate Governance as stipulated in Schedule V of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 is annexedas Annexure‘VII’.

CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required underSechedule IV of SEBI (Listing Obligation &Disclosure Requirement) Regulations 2015andChief Executive Officer declaration about the Code of Conduct is Annexed to this Reportas Annexure‘VIII’.

COMPOSITION OF AUDITSTAKEHOLDER RELATIONSHIP ANDNOMINATION&REMUNERATION COMMITTEE

For details kindly refer the Corporate Governance Report annexed to this Reportas AnnexureV.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred duringFinancial Year 2015-16 till the date of this report. Further there was nochange in the nature of business of the Company.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the Risk Management and Internal Control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis Report that forms part ofthe Annual Report.

FOREIGN EXCHANGE:

The Company does not have any Foreign exchange earnings / expenses during the yearunder review and therefore the information in respect of Foreign Exchange Earnings andOutgo as required by Companies (Disclosure of Particulars in theReport of Board ofDirectors) Rules 1988 is not provided.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary Listing fees for the year2016-2017

SUBSIDIARY JOINT VENTURE ORASSOCIATE COMPANIES:

During the year no company has become or ceased to be a subsidiary joint venture orassociate of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is not required to give information relating toconservation of energy andtechnology absorption as the Company is not engaged in any activities referred to inCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details ofinvestments covered under section 186of the Companies Act 2013 will beproduced for verification to the members at the Registered Office of the company on theirrequest.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as the‘Whistle Blower Policy’ for its Directors and employees to report instances ofunethical behaviour actual or suspected fraud or violation of the Company’s Code ofConduct.

The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases.

Accordingly ‘Whistle Blower Policy’ has been formulated with a view toprovide a mechanism for the Directors and employees of the Company to approach theChairman of the Audit Committee ofthe Company.

The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.

POLICY FOR PREVENTION OF INSIDER TRADING & REDRESSAL OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE:

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 requirespre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsiblefor implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.

The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

During the financial year2015-16 no cases in the nature of sexual harassment werereported at any workplace of the company.

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

No such events occurred during the Financial Year 2015-16.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21and April 29 2011 respectively) has undertaken ‘Green initiative in corporateGovernance’ and allowed companies to share documents with its shareholders through anelectronic mode.Members are requested to support their green initiative byregistering/updating their email addresses in respect of shares held in dematerialisedform with their respective depository participants and in respect of shares held inphysical form with RTA of Company.

ACKNOWLEDGEMENT:

The Directors express their sincere gratitude to the Reserve Bank of India Securitiesand Exchange Board of India BSE Limited Ministry of Corporate Affairs Registrar ofCompaniesNational Securities Depository Limited Central Depository Services (India)Limited other government and regulatory authorities lenders financial institutions andthe bankers of Esaar (India) Limited for their ongoing support.

The Directors also place on record their sincere appreciation for the continued supportextended by the Company’s stakeholders and trust reposed by them in the Company. TheDirectors sincerely appreciate the commitment displayed by the employees of the Companyand its subsidiaries/associates across all levels resulting in satisfactory performanceduring the year.

FOR & ON BEHALF OF THE BOARD

Place: Mumbai Sd/- Sd/-
Date: 12/08/2016 Nikhil Poojary Upendra Patel
(Director) (Director)
DIN: 07441927 DIN:06854187

ANNEXURE-I

Secretarial Audit Report FOR Financial Year Ended on March 31 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 Member ESAAR (INDIA) LIMITED

B/411 Crystal Plaza New Link Road Opp. Infinity Mall Andheri (West) Mumbai-400053

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ESAAR(INDIA) LIMITED(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing 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 authorised representatives during theconduct of secretarial audit I hereby report that in our opinion the Company has during the audit period covering the financial year ended on March 31 2016 complied withthe 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 extent in the manner and subject to the reporting made hereinafter.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2016 accordingto the provisions of;

1. The Companies Act 2013 (the Act) and the rules made there under;

2. The Securities Contracts ( Regulation) Act 1956(SCRA) and the rules made thereunder;

3. The Depositories Act 1996 and the Regulations and Bye-law framed hereunder;

4. Foreign Exchange Management Act 1999 and the rules and regulations made there underto the extent of Foreign Direct Investment and Overseas Direct Investment;

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act1992 (‘ 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 InsiderTrading)Regulations 1992 (upto 14th May 2015) and Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 (effective 15th May 2015);

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 Not applicable as the company has not issued any sharesduring the year under review;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 - Not applicable as the Company has notissued any shares/options to directors/employees under the said guidelines / regulationsduring the year under review;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008-Not applicableas the Company has not issued any debt securities whichwere listed during the year under review;

(f) The Securities and Exchange Board of India ( Registration to an Issue and ShareTransfers Agents) Regulations 1993 Not Applicable as the Company is not registered asRegistrar to Issue and Share Transfer Agent during the year under review;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009-Not applicable as the Company has not delisted / propose to delist itsequity shares from any Stock Exchange during the year under review;

(h) The Securities and Exchange Board of India (Buyback of Securities ) Regulations1998- Not applicable Not applicable as the Company has not bought back or propose tobuy-back any of its securities during the year under review;

6. Having regards to the compliance system prevailing in the Company and on examinationof the relevant documents and records in pursuance thereof on test-check basis thefollowing laws are also applicable on company;

i. Circulars Directions and Notification issued under Reserve Bank of India Act inrelation to Non-Banking Financial (Non- Deposit Accepting or Holding) Companies whichinclude any statutory revisions modificationsetc;

ii. Maharashtra state Tax on Professions Trades Callings and Employments Act 1975;iii. The Equal Remuneration Act 1976;

I have also examined compliance with the applicable clause of the following;

I. The Secretarial Standards with respect to Meetings of Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India.

II. The Listing Agreements entered into by the Company with BSE & NSE and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (effective 1stDecember 2015.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above except thefollowings:

I. Company have not paid Professional Tax for employees employed under Maharashtrastate Tax on Professions Trades Callings and Employments Act 1975; II. Company hassatisfied charges appearing on a Ministry of Corporate Affair website but company has notfilled necessary forms for charge satisfaction; III. As per section 93 of the Act Companyneeded to file Form MGT-10 for every change in shareholding of Promoters and Top TenShareholders up to 2% limit but company has inadvertently failed to file form for somechanges in mentioned holding.

IV. Company during the year has not complied section 203 of the Act for appointment ofWhole Time Company Secretary and Whole Time Chief Financial Officer; V. Company has notfollowed some of the provisions of prudential norms issued by Reserve Bank of India forNon-Banking Financial (Non- Deposit Accepting or Holding) Companies which also includingany statutory modification and amendment from time to time; VI. Some of the provision ofKnow Your Customer' (KYC) Guidelines issued by Reserve Bank of India from time to time isnot properly followed by the company.

VII. Company is required to file Form NBS-9 (Annual return to be submitted by NBFCshaving asset size below Rs 100cr) to Reserve Bank of India for last financial year endedbut company has not file the Form to RBI.

I 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 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 clarification on the agenda items before themeeting and for meaningful participation at the meeting.

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

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.

Place: Mumbai For P D Pandya & Associates
Date: 12/08/2016 Practicing Company Secretary
Sd/-
P D Pandya
(Proprietor)
ACS No: 12123
CP No.: 4869

Note: This report is to be read with our letter of even date which is annexed as"ANNEXURE A" and forms an integral part if this report.

ANNEXURE A"

To The Member ESAAR (INDIA) LIMITED B/411 Crystal Plaza New Link Road Opp. InfinityMall Andheri (West) Mumbai-400053

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

Management’s Responsibility

1. It is the Responsibility of Management of the Company tomaintain Secretarialrecords device proper systems to ensure compliance with the provisions of all applicablelaws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor’s Responsibility

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 on the test basis to ensure that correct facts are reflected inSecretarial records. I believe that the processes and practices I followed provide areasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Where ever required I have obtained the Management representation about complianceof laws rules and regulations and happenings of events etc.

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

Disclaimer

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

Place: Mumbai For P D Pandya & Associates
Date:12/08/2016 Practicing Company Secretary
Sd/-
P D Pandya
(Proprietor)
ACS No: 12123
CP No.: 4869

ANNEXURE-II

Form AOC-2

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

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of the Actincluding certain arm’s length transactions under third proviso thereto:

1) Details of material contracts or arrangements or transactions not atarm’s length basis:

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Durationof the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advances if any Date on which the special resolution was passed in general meeting as required under first proviso to Section 188
N.A.-As there were no transactions during the year which were not at arm’s length.

2) Details of contracts or arrangement or transactions at arm’s lengthbasis:

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangement s/transactio ns Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board Amount paid as advances if any
M/s. Gromo Trade & Consultancy Limited (Group Company) Short term Borrowing 1 year Amount of Rs. 5000000/- borrowed at@ 9% interestp.a. 06.04.2015 -

ANNEXURE-IV

Details Pertaining To Remuneration As RequiredUnder Section 197(12) Of The COMPANIESAct 2013

The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the medianremuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sr. Name of Director/KMP and Remuneration Ratio of remuneration No. Designation ofDirector/ KMP of each for financial Director to median Year remuneration of 2015-16employees (`in Lacs)

1 *Mr. Dheeraj Babulal Shah 0.60 0.94 (Managing Director)

2 Mr. Avedhesh Pannalal Pal - -(Independent &Non-Executive)

3 Mr. Sachin Talgaonkar - -(Independent & Non-Executive)

4 Ms. Deepti Lalwani - -(Independent & Non-Executive)

5 *Mr. Nikhil Shiva Poojary 0.296 0.46 (Executive Director)

6 *Mr. Upendra Pravinbhai Patel - -(Independent &Non-Executive)

7 Ms. Sunita Zanj 0.075 0.12 (Chief Financial Officer)

8 *Ms. Khushboo Jain - -(Company Secretary)

9. *Mr. Pankaj Trivedi 0.834 1.30 (PracticingCompany Secretary) 10. *Mr. Mehul Kadiya --(Additional Director)

* These Directors/KMPwere on the Board only for the part of the financial year2015-16There are 16employees on the roll of the company.

The median remunerationof the employeesis Rs.64125

FOR & ON BEHALF OF THE BOARD

Place: Mumbai Sd/- Sd/-
Date:12/08/2016 Nikhil Poojary Upendra Patel
(Director) (Director)
DIN: 07441927 DIN:06854187