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Greenlam Industries Ltd.

BSE: 538979 Sector: Others
NSE: GREENLAM ISIN Code: INE544R01013
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VOLUME 5
52-Week high 987.00
52-Week low 500.00
P/E 43.85
Mkt Cap.(Rs cr) 2,033
Buy Price 842.00
Buy Qty 5.00
Sell Price 910.00
Sell Qty 315.00
OPEN 842.00
CLOSE 860.00
VOLUME 5
52-Week high 987.00
52-Week low 500.00
P/E 43.85
Mkt Cap.(Rs cr) 2,033
Buy Price 842.00
Buy Qty 5.00
Sell Price 910.00
Sell Qty 315.00

Greenlam Industries Ltd. (GREENLAM) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2015-16

Dear shareholders

Your Directors have the pleasure in presenting the 3rd Annual Report on the businessand operations of the Company along with the Audited Financial Statements of the Companyfor the Financial Year ended March 31 2016.

Financial Highlights

(Rs in Lacs)

Particulars Standalone Consolidated
2015 - 16 2014 – 15 2015 - 16 2014 - 15
Profit before Finance Cost Depreciation & 12426.95 9256.15 12961.21 9206.55
Amortisation Expenses and Tax Expenses
Less: a) Finance Costs 2776.69 2684.04 3224.81 3018.77
b) Depreciation & Amortisation Expenses 3151.25 3018.62 3497.02 3338.01
Profit before Tax 6499.01 3553.49 6239.38 2849.77
Less: Provision for taxation 2465.23 891.98 2468.56 915.28
Less: Minority Interest - - 0.56 1.27
Profit for the year 4033.78 2661.51 3770.26 1933.22
Add: Balance brought forward from previous years 6065.54 (0.80) 5654.01 (0.80)
Add: Amount adjusted pursuant to the Scheme of - 3718.59 - 4035.35
Arrangement
Less: Adjustment of depreciation on reassessment of useful lives of the tangible assets - 68.51 - 68.51
Less: Foreign Currency Translation adjustment - - 949.58 -
Amount available for appropriation 10099.32 6310.79 8474.69 5899.26
Appropriations:
Proposed dividend on Equity Shares 241.36 120.68 241.36 120.68
Tax on distribution of dividend 49.14 24.57 49.14 24.57
Transferred to General Reserve 400.00 100.00 400.00 100.00
Balance carried to Balance Sheet 9408.82 6065.54 7784.19 5654.01

Operations and State of Affairs of the Company

During the year 2015-16 your Company posted an excellent performance with moderategrowth of 10.89% in total revenue to H93812.22 lacs as against H84602.10 lacs in theprevious year and a stellar growth of 51.56% in profit to H4033.78 lacs from H2661.51lacs in the previous year. This performance is particularly noteworthy when viewed againstthe backdrop of the challenging business environment in which this was achieved namelyweak real estate sales and subdued consumer sentiments.

During the year 2015-16 your Company recorded a growth of 5.23% in export turnoverfrom H31002.12 lacs to H32624.18 lacs and export incentive decreased from H3974.67 lacsto H3454.81 lacs.

As per the consolidated financial statements total revenue and the profit after taxfor the year 2015-16 stood at H103257.25 lacs and H3770.26 lacs respectively.

The overall performance of the Company during 2015-16 amid a challenging economicscenario vindicates the effectiveness of the initiatives undertaken by the GreenlamManagement so as to better exploit business opportunities.

During the year 2015-16 your Company intensified its efforts in the area of productintegration and market penetration. Your Company continued to expand its export marketsfor Laminates Veneers and Engineered Wood flooring.

Dividend

Your Directors recommend a final dividend of H1.00 per equity share (previous yearH0.50 per equity share) on the Company’s 24136374 Equity Shares of H5.00 each for2015-16. The final dividend on the Equity Shares if declared as above would entail anoutflow of H241.36 lacs towards dividend and H49.14 lacs towards dividend tax resultingin a total outflow of H290.50 lacs.

Outlook and Expansion

The Company’s outlook remains favourable on account of its product integrationcapabilities growing brand popularity and the continuous support from its employeesshareholders creditors consumers distributors dealers and lenders. The Company’svision is to be a one-stop solution for all decorative surface products (in its field ofoperation). The Company’s pan-India distribution network ensures easy availability ofproducts in almost every part of India. The Company has a presence in over 100 countrieseither directly or through its overseas subsidiaries.

During the year 2015-16 your Company has commenced the commercial production ofEngineered Door Sets and Door Leafs at Company’s manufacturing unit in BehrorRajasthan. With an installed capacity to manufacture 120000 engineered door sets anddoor leafs per annum across various sizes thicknesses designs and specifications theCompany has become the first organised company to launch engineered factory finisheddoor solutions in the country.

Further during the period under review the expanded capacity for manufacturingLaminates at the unit of the Company at Nalagarh Himachal Pradesh has becomeoperational. With capacity to manufacture additional 2.00 million laminate sheets perannum the installed capacity for laminate has become 12.02 million laminate sheets perannum. The said expansion has the potential to generate revenue of H120.00 crore per annumon full capacity utilization.

Your Directors are confident of achieving significantly better results in the comingyear.

Credit Rating

Your Company has been reaffirmed "CARE A" and "CARE A1" in respectof its Long Term Facilities of H230.50 crores and Short Term Banking Facilities of H255.00crores respectively by Credit Analysis and Research Ltd. (CARE). Your Company has alsobeen assigned "CARE A / CARE A1" for Long term / Short Term Banking Facilitiesby CARE of H30.00 crores.

Subsidiaries

Your Company has six overseas subsidiaries viz. Greenlam Asia Pacific Pte. Ltd.Singapore Greenlam America Inc. USA Greenlam Asia Pacific (Thailand) Co. Ltd.Thailand Greenlam Holding Co. Ltd. Thailand PT. Greenlam Asia Pacific Indonesia andGreenlam Europe (UK) Ltd. UK.

Greenlam Asia Pacific Pte. Ltd. Singapore is engaged in the business of trading ofhigh pressure decorative laminates and allied products. Greenlam America Inc. USA isengaged in the marketing and distribution of high-pressure laminates in North and SouthAmerica. Further two Thai step-down subsidiaries Greenlam Asia Pacific (Thailand) Co.Ltd. and Greenlam Holding Co. Ltd. are engaged in the business of marketing anddistribution of high-pressure laminates in Thailand while the Indonesian step-downsubsidiary PT. Greenlam Asia Pacific is engaged in the manufacture of promotional materiali.e. catalogues sample folders chain sets wall hooks and A4 size samples. Further UKstep-down subsidiary Greenlam Europe (UK) Limited is engaged in the business of marketingand distribution of high-pressure laminates and allied products in United Kingdom. Duringthe year 2015-16 the wholly owned Indian subsidiary Greenlam VT Industries PrivateLimited had applied for striking off its name from the Register of Registrar of Companiespursuant to provisions of Section 560 of the Companies Act 1956. Approval to the same wasreceived on April 5 2016 and the said subsidiary has been struck off and dissolvedeffective from that date. However the dissolution of the said subsidiary will not haveany material impact on the results/performance of the Company as the said subsidiary hadnot commenced any business.

As required under Rule 8 (1) of the Companies (Accounts) Rules 2014 the Board’sReport has been prepared on Standalone Financial Statements and a Report on Performanceand Financial Position of each of the subsidiaries included in the Consolidated FinancialStatements is presented herewith in Form AOC - I as Annexure - I. In accordance with thirdproviso of Section 136 (1) of the Companies Act 2013 the Annual Report of the Companycontaining therein its Standalone and the Consolidated Financial Statements would beplaced on the website of the Company at www.greenlamindustries. com. Further as perfourth proviso of the said section audited Annual Accounts of each of the subsidiarycompanies would also be placed on the website of the Company atwww.greenlamindustries.com. Shareholders interested in obtaining a copy of the AnnualAccounts of the subsidiary companies may write to the Company Secretary at theCompany’s corporate office or may drop a mail at investor.relations@greenlam.com.

In terms of the Regulation 46(2)(h) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the policy for determining material subsidiaries isplaced on the website of the Company at www. greenlamindustries.com.

Consolidated Financial Statements

In accordance with the Section 133 of Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 and Accounting Standard (AS)-21 on Consolidated FinancialStatements the audited consolidated financial statements is provided in the AnnualReport. Further the financial statement of Greenlam VT Industries Private Limited has notbeen consolidated with the financial statements of the Company as it has been struck off.

Transfer to General Reserve

The Directors in their meeting held on May 27 2016 proposed to transfer H400.00 lacsto the General Reserve.

Directors

Your Company has received declarations from all the Independent Directors viz. Mr.Vijay Kumar Chopra (DIN: 02103940) Ms. Urvashi Saxena (02021303) and Ms. Sonali BhagwatiDalal (01105028) confirming that they meet the criteria of independence as prescribedunder Sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year under review at the 2nd Annual General Meeting of the Company held on24th August 2015 the members of the Company regularized the appointment of Ms. ParulMittal (DIN: 00348783) as a Director of the Company. In accordance with the provisions ofthe Companies Act 2013 and the Articles of Association of the Company Mr. Shiv PrakashMittal (DIN: 00237242) Non - Executive Chairman of the Company will retire by rotationat the ensuing Annual General Meeting and being eligible offers himself for re -appointment.

None of the directors of your Company is disqualified under the provisions of Section164(2)(a) & (b) of the Companies Act 2013.

Changes in Share Capital

During the year under review there was no change in the Share Capital of the Company.

Key Managerial Personnel

The details of the Key Managerial Personnel of the Company are provided as under:

Name Designation
1. Mr. Saurabh Mittal Managing Director & CEO
2. Ms. Parul Mittal Director - Design & Marketing
3. Mr. Ashok Kumar Sharma Chief Financial Officer
4. Mr. Prakash Kumar Biswal Company Secretary & Asst. Vice President - Legal

Meetings of the Board

Five (5) Board Meetings were held during the financial year ended March 31 2016. Thedetails of the Board Meetings with regard to their dates and attendance of each of theDirectors thereat have been provided in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 25 (3) & (4)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theIndependent Directors in their meeting held on March 15 2016 have evaluated thePerformance of Non -Independent Directors Chairperson of the Company after consideringthe views of the other directors Board as a whole and assessed the quality quantity andtimely flow of information between the Company’s Management and the Board and theNomination and Remuneration Committee also has carried out evaluation of performance ofevery director. On the basis of evaluation made by the Independent Directors and theNomination and Remuneration Committee and by way of individual and collective feedbackfrom the non-independent Directors the Board has carried out the Annual PerformanceEvaluation of the Directors individually as well as evaluation of the working of the Boardand of the Committees of the Board.

The criteria for evaluation are outlined below: a. For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties Role and functions

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Rendering independent and unbiased opinion

- Attendance and presence in meetings of Board and Committees

- Assistance in implementing corporate governance practices

- Independent view on key appointments and strategy formulation

- Review of integrity of financial information and risk management

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns if any to the Board

- Reporting of frauds violation etc. b. For Executive & Non- Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Professional Conduct and Integrity

- Sharing of Information with the Board

- Extent of participation during Board and Committee Meetings

- Whether difference of opinion was voiced in the meeting

- Whether executive directors were able to answer the queries raised by IndependentDirectors

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Assistance in implementing corporate governance practices

- Independent view on key appointments and strategy formulation

- Review of integrity of financial information and risk management

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns if any to the Board

- Reporting of frauds violation etc. c. For Committees of the Board:

- Adequate and appropriate written terms of reference

- Volume of business now handled by the committee (particularly the audit committee)set at the right level?

- Whether the committees work in an ‘inclusive’ manner

- Effectiveness of the Board’s Committees with respect to their role compositionand their interaction with the Board

- Are the committees used to the best advantage in terms of management developmenteffective decision etc. d. For Board of Directors:

- Setting of clear performance objectives and how well it has performed against them

- Contribution to the testing and development and strategy

- Contribution to ensuring robust and effective risk management

- Composition of the board and its committees appropriate with the right mix ofknowledge and skills sufficient to maximise performance in the light of future strategy

- Effectiveness of inside and outside board relationship

- Responding to the problems or crises that have emerged

- Relationship between Board and its Committees and between committees themselves

- Communication with employees and others

- Updation with latest developments in regulatory environments and the market in whichthe Company operates The Directors expressed their satisfaction with the evaluationprocess.

Audit Committee

As on March 31 2016 the Audit Committee of the Company comprises of three independentdirectors with Ms. Urvashi Saxena as Chairperson and Mr. Vijay Kumar Chopra and Ms. SonaliBhagwati Dalal as members and also one promoter director Mr. Saurabh Mittal ManagingDirector & CEO of the Company. The Committee inter alia reviews the Internal ControlSystem and Reports of Internal Auditors and Compliance of various Regulations. The briefterms of reference of the Committee are provided in the Corporate Governance Report. TheCommittee also reviews the Financial Statements before they are placed before the Board.

Nomination and Remuneration Committee

As on March 31 2016 the Nomination and Remuneration Committee comprises of twoindependent directors with Mr. Vijay Kumar Chopra as Chairman and Ms. Urvashi Saxena asmember and also one Non - executive director Mr. Shiv Prakash Mittal as member. TheCommittee inter alia identifies persons who are qualified to become directors and who maybe appointed in senior management. The brief terms of reference of the Committee areprovided in the Corporate Governance Report.

Stakeholders’ Relationship Committee

As on March 31 2016 the Stakeholders’ Relationship Committee comprises of oneNon - executive director Mr. Shiv Prakash Mittal as Chairman and one Executive DirectorMr. Saurabh Mittal as member. Mr. Vijay Kumar Chopra resigned from the Committee w.e.f.30th December 2015. The Committee inter alia reviews the grievance of the securityholders of the Company and redressal thereof. The brief terms of reference of theCommittee is provided in the Corporate Governance Report.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a ‘WhistleBlower Policy’ to establish Vigil Mechanism for directors and employees to reportgenuine concerns has been framed. The same is also uploaded on the website of the Company.This policy provides a platform to disclose information confidentially and without fearof reprisal or victimization where there is reason to believe that there has been seriousmalpractice fraud impropriety abuse or wrong doing within the Company. The Companyensures that no personnel have been denied access to the Audit Committee.

Risk Management

During the financial year 2015- 16 your Company has appointed an Independent Agency toidentify the various risks pertaining to different businesses and functions of the Companyand to assist the Company in framing and implementing the Risk Mitigation Programme.

Your Company has adopted a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks elements associated with the businesses andfunctions of the Company have been identified and will be systematically addressed throughmitigating actions on a continuing basis. These are already discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company.

Statement in respect of adequacy of Internal Financial Controls with reference to theFinancial Statements

The Directors had laid down Internal Financial Controls procedures to be followed bythe Company which ensure compliance with various policies practices and statutes inkeeping with the organization’s pace of growth and increasing complexity ofoperations for orderly and efficient conduct of its business. The Audit Committee of theBoard from time to time evaluated the adequacy and effectiveness of internal financialcontrol of the Company with regard to:-

1. Systems have been laid to ensure that all transactions are executed in accordancewith management’s general and specific authorization. There are well - laid manualsfor such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of Financial Statements in conformity with GenerallyAccepted Accounting Principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.

3. Access to assets is permitted only in accordance with management’s general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

4. The existing assets of the Company are verified / checked at reasonable intervalsand appropriate action is taken with respect to any differences if any.

5. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company’s policies.

Corporate Social Responsibility

The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board. TheCSR Policy may be accessed on the Company’s website at the linkhttp://www.greenlamindustries.com/pdf-file/ CorporateSocialResponsibilityPolicy.pdf

The Average Net Profit of the Company for the last three Financial Years isH175228670.00 and accordingly the prescribed CSR expenditure during the year underreview shall not be less than H3504573.00 (i.e. 2% of the Average Net Profits of theCompany for the last three Financial Years). The Annual Report on CSR activities isannexed as "Annexure II" to this Report.

Policy on Nomination and Remuneration

The summary of Nomination and Remuneration Policy of the Company prepared in accordancewith the provisions of Section 178 of the Companies Act 2013 read with Para A Part D ofSchedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are provided in the Corporate Governance Report.

Particulars of contracts or arrangements with related parties

Related party transactions that were entered into during the Financial Year were onarm’s length basis and were in ordinary course of business. The particulars ofmaterial related party transactions which were entered into on arm’s length basis areprovided in Form AOC- 2 as required under section 134(3)(h) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 which is annexed herewith asAnnexure-III. There are no materially significant related party transactions made by theCompany which may have potential conflict with the interest of the Company. The Board hasapproved a policy for material related party transactions which has been uploaded on theCompany’s website. The web-link to the Policy on Related Party Transactions asrequired under Listing Regulations is as under:http://www.greenlamindustries.com/pdf-file/ Related_Party_Transaction_Policy.pdf.

Directors’ Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with section 134(5) of theCompanies Act 2013 the Directors state that:

a) In preparation of the annual accounts for the Financial Year ended March 31 2016the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;

b) The directors have selected such Accounting Policies as listed in Note 1 to theFinancial Statements and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give true and fair view of the state of affairs of theCompany at the end of the Financial Year as on

March 31 2016 and of the profit of the Company for that period.

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

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

e) The directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Material Changes

There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since March 31 2016 and the date ofthis report. Further it is hereby confirmed that there has been no change in the natureof business of the Company.

Insurance

Our Company’s properties including building plant machineries and stocks amongothers are adequately insured against risks.

Public deposits

During the period under review the Company did not invite or accept any deposits fromthe public in terms of Chapter V of the Companies Act 2013.

Listing of shares

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 538979 and on National Stock Exchange of India Limited (NSE) with scrip symbolGREENLAM. The Company confirms that the annual listing fees to both the stock exchangesfor the Financial Year 2016–17 have been duly paid.

Loans Guarantees or Investments under Section 186 of the Companies Act 2013

Details of Loans granted Guarantees given and Investments made during the year underreview covered under the provisions of Section 186 of the Companies Act 2013 are givenin the Financial Statement of the Company.

Auditors and their Report

(a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules 2014 M/s. D. Dhandaria& Company Chartered Accountants has been appointed as Statutory Auditors of theCompany till the conclusion of 6th Annual General Meeting (AGM) as approved by themembers at their 1st Annual General Meeting held on October 30 2014. Further pursuant tothe requirement of Section 139 of the Companies Act 2013 the appointment of StatutoryAuditors is to be ratified by the members at every Annual General Meeting. Based on theirdeclaration received by the Company under Section 139 and 141 of the Companies Act 2013they are eligible for the appointment. Members are requested to ratify their appointmentfor the financial year 2016–17. The Statutory Auditors’ Report on the Standaloneand Consolidated Financial Statements of the Company for the financial year ended March31 2016 forms part of this Annual report.

(b) Secretarial Auditors:

The Board of Directors of the Company at their meeting held on January 22 2016appointed Manoj Kumar Verma Practicing Company Secretary of M/s. L. G. Corp Law havingoffice at D-12 LGF Lajpat Nagar New Delhi – 110024 for conducting the SecretarialAudit of the company for the financial year 2015 – 16. The Secretarial Audit Reportin Form MR-3 for the financial year ended March 31 2016 is annexed herewith asAnnexure-IV.

(c) Cost Auditors:

Your Company was not required to appoint Cost Auditor for the Financial Year endingMarch 31 2016.

(d) Internal Auditor:

Mr. Rakesh Kumar Budhiraja President – Finance of the Company had been appointedas Internal Auditor of the Company to carry out internal audit of Branches offices andmanufacturing Units of the Company. The Audit Committee quarterly reviews the InternalAudit report.

Response to Auditors’ Remarks

There is no qualification reservation adverse remark or disclaimer by the StatutoryAuditors in their report or by the Secretarial Auditor in their Secretarial Audit Reportand hence no explanation or comments of the Board is required in this matter.

Extract of Annual Return:

The extract of Annual Return required under Section 134(3)(a) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and

Administration) Rules 2014 is provided in Form MGT- 9 as Annexure-V to this report.

Corporate Governance Report

A detailed Report on Corporate Governance pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 along with Auditors’ Certificate oncompliance with the conditions of Corporate Governance is annexed to this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year 2015 - 16 pursuant to SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is given as a separatestatement in the Annual Report.

CEO and CFO certification

Pursuant to Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the CEO and CFO certification is attached with the Annual Report. TheManaging Director and CEO and the Chief Financial Officer also provide quarterlycertification on Financial Results while placing the Financial Results before the Board interms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Code of Conduct for Directors and Senior Management Personnel

The Code of Conduct for Directors and Senior Management Personnel is posted on theCompany’s website. The Managing Director & CEO of the Company has given adeclaration that all directors and Senior Management Personnel concerned affirmedcompliance with the code of conduct with reference to the year ended on March 31 2016.Declaration is attached with the annual report.

Conservation of energy Technology Absorption Foreign Exchange earnings and outgo

The information required under section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-VI.

Particulars of employees

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed herewith as Annexure-VII.

Fraud Reporting

There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of directors during the yearunder review.

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

No case was filed under the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 during the year under review.

Details of significant and material orders passed by the regulators / courts /tribunals impacting the going concern status and the Company’s operations in future

During the period under review there were no significant and material orders passed byany regulator / court / tribunal impacting the going concern status and the Company’soperations in future.

Acknowledgement

Your Directors place on record their sincere thanks and appreciation for the continuingsupport of financial institutions consortium of banks vendors clients investorsCentral Government State Governments and other regulatory authorities. Directors alsoplace on record their heartfelt appreciation for employees of the Company for theirdedication and contribution.

For and on behalf of the Board of Directors
Shiv Prakash Mittal
Place: New Delhi Non-Executive Chairman
Date: May 27 2016 DIN: 00237242