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Himalaya Granites Ltd.

BSE: 513723 Sector: Others
NSE: HIMGRANITE ISIN Code: INE464C01016
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OPEN 45.00
PREVIOUS CLOSE 46.00
VOLUME 25
52-Week high 46.10
52-Week low 20.55
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 45.00
Sell Qty 75.00
OPEN 45.00
CLOSE 46.00
VOLUME 25
52-Week high 46.10
52-Week low 20.55
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 45.00
Sell Qty 75.00

Himalaya Granites Ltd. (HIMGRANITE) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 28th Annual Report on the business andoperations of the Company and the Audited Financial Statement of the Company for thefinancial year ended 31st March 2016.

1. FINANCIAL HIGHLIGHTS (Amount in ')
Particulars 2015-16 2014-15
Revenue from Operation 78600 199900
Other Income 8628022 9055258
Profit/(Loss) before Finance Cost Depreciation & Amortization Expenses and Tax Expenses 2763602 2931320
Less :
a) Finance Cost - -
b) Depreciation & Amortization Expenses 1507762 1860576
Profit/(loss) before tax 1255840 1070744
Exceptional Item - (1454232)
Extraordinary Item (1591289) -
Profit/(loss) before tax (335449) (383488)
Provision for Tax - -
Income Tax for earlier years - (4008580)
Deferred Tax Release - 2045791
Profit/(loss) for the year (335449) (2346277)
Balance Brought Forward from earlier years (23174079) (16487381)
Adjustment of depreciation on reassessment of useful lives of tangible assets - (4340421)
Balance carried to Balance Sheet (23509528) (23174079)

2. STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

During the year under review your Company continued to let out part of its factoryshades and office space. The closure of the Company's unit has posed a challenge for theCompany to resume operation. Your directors are exploring alternate avenues to make theCompany operative.

3. DIVIDEND

In view of the losses during the period under review your Board of Directors areunable to recommend any dividend.

4. SUBSIDIARIES

Your Company had no subsidiaries Joint Venture or Associate Company during the yearunder review.

5. TRANSFER TO GENERAL RESERVE

In view of the accumulated losses no transfer is proposed to the General Reserve.

6. BOARD OF DIRECTORS

Your Company has received declarations from all the Independent Directors viz. Mr.Mahesh Kumar Malpani (DIN: 02603222) Mr. Beni Gopal Saraf (DIN: 00267858) and Mr. PradipManharlal Domadia (DIN: 05292129) confirming that they meet the criteria of independenceas prescribed under sub-section (6) of Section 149 of the Companies Act 2013 andRegulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Saurabh Mittal (DIN: 00273917) Non-Executive Chairman ofthe Company will retire by rotation at the ensuing Annual General Meeting and beingeligible 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.

7. BUY-BACK AND CHANGES IN SHARE CAPITAL

The Company has bought back 688216 Equity Shares (representing 22.90% of total numberof Equity Shares) at a price of ' 30 per share aggregating to ' 20646480/- throughtender offer route pursuant to the approval of Board of Directors and the Shareholders.After extinguishment of equity shares bought back the Issued Subscribed and Paid-upshare capital of the Company is reduced from 3005000 equity shares to 2316784 equityshares.

8. KEY MANAGERIAL PERSONNEL

Mr. Ramesh Kumar Haritwal Managing Director & CEO was the only Key ManagerialPersonnel of the Company during the year ended on 31st March 2016. There was noappointment or resignation of Key Managerial Personnel during the year under review.

9. MEETINGS OF THE BOARD

During the financial year ended 31st March 2016 five (5) meetings of the Board ofDirectors of the Company were held on 30th May 2015 14th August 2015 10th October 201514th November 2015 and 12th February 2016. The Composition of the Board of Directors andtheir attendance at the Board Meetings during 2015-16 are as below:

Name of the directors and Director Identification Number (DIN) Category of Directorship

No. of Board Meetings

Held Attended
Mr. Saurabh Mittal (DIN: 00273917) Non-Executive Chairman Promoter Director 5 1
Mr. Ramesh Kumar Haritwal (DIN: 01486666) Managing Director & CEO 5 5
Mr. Beni Gopal Saraf (DIN: 00267858) Non-Executive- Independent Director 5 5
Mr. Mahesh Kumar Malpani (DIN: 02603222) Non-Executive- Independent Director 5 5
Mr. Pradip Manharlal Domadia (DIN: 05292129) Non- Executive- Independent Director 5 5
Ms. Mathangi Ramanujam (DIN: 07095686) Non-Executive Director 5 5

10. 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 31st March 2016 have evaluated theperformance of non-independent directors chairperson of the Company after considering theviews 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 NonIndependent 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 following were the Evaluation Criteria:

a. For Independent Directors:

- Knowledge and Skills

- Professional conduct

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

- Rendering independent and unbiased opinion

- Attendance and presence in meetings of Board and Committees

- Review of integrity of financial information and risk management

- Updation of skills and knowledge

- 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

- Sharing of Information with the Board

- Extent of participation during Board and Committee Meetings

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

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

- Review of integrity of financial information and risk management

- 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

- Whether the committees work in an 'inclusive' manner

- Effectiveness of the Board's Committees with respect to their role composition andtheir interaction with the Board

- Are the committees used to the best advantage in terms of management developmenteffective decision etc.

d. For Board of Directors:

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

- Contribution to the testing and development and strategy

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

- Responding to the problems or crises that have emerged

- Relationship between Board and its Committees and between committees themselves

- Updation with latest developments in regulatory environments and the market in whichthe Company operates

The Directors expressed their satisfaction with the evaluation process.

11. AUDIT COMMITTEE

The Audit Committee consists of two independent directors with Mr. Mahesh Kumar Malpanias Chairman and Mr. Beni Gopal Saraf as member and also one executive director Mr. RameshKumar Haritwal Managing Director & CEO as member. The Committee inter aliareviews the Internal Control System and reports of Internal Auditors and compliance ofvarious regulations. The Committee also reviews the Financial Statements before they areplaced before the Board. The detailed terms of reference of the Committee is providedherein below :

TERMS OF REFERENCE FOR THE AUDIT COMMITTEE:

Powers of Audit Committee

The Audit Committee shall have powers which should include the following:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise if it considersnecessary.

Role of Audit Committee

The role of the Audit Committee shall include the following:

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

2. Recommendation for appointment remuneration and terms of appointment of auditors ofthe Company;

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors except those which are specifically prohibited;

4. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act 2013

ii. Changes if any in accounting policies and practices and reasons for the same

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

iv. Significant adjustments made in the financial statements arising out of auditfindings

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

vi. Disclosure of any related party transactions

vii. Modified opinion(s) in the draft audit report

5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;

6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;

7. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

8. Approval or any subsequent modification of transactions of the Company with relatedparties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as postaudit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of Chief Financial Officer after assessing thequalifications experience and background etc. of the candidate;

20. Carrying out any other function as may be referred to by the Board or mandated byregulatory provisions from time to time.

Review of information by Audit Committee

1. The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial condition and results of operations;

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

c. Management letters / letters of internal control weaknesses issued by the statutoryauditors;

d. Internal audit reports relating to internal control weaknesses;

e. The appointment removal and terms of remuneration of the Chief internal auditorshall be subject to review by the Audit Committee; and

f. Statement of deviations:

i) quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of Regulations 32(1) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

ii) annual statement of funds utilized for purposes other than those stated in theoffer document/prospectus/ notice in terms of Regulation 32(7) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Meetings and attendance:

During 2015-16 four (4) meetings of the Audit Committee were held on 30th May 201514th August 2015 14th November 2015 and 12th February 2016. The attendances of thedirectors at the Audit Committee Meetings during the financial year 2015-16 are as below:

Name of the Members Category

No. of Meetings

Held Attended
Mr. Mahesh Kumar Malpani Non-executive - Independent director 4 4
Mr. Ramesh Kumar Haritwal Executive - Non-Promoter director 4 4
Mr. Beni Gopal Saraf Non-executive - Independent director 4 4

12. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of three independent directors withMr. Pradip Manharlal Domadia as Chairman and Mr. Mahesh Kumar Malpani and Mr. Beni GopalSaraf as members of the Committee. The terms of reference of the Committee is given below:

Terms of Reference for the Nomination and Remuneration Committee

1. To formulate criteria for:

a. determining qualifications positive attributes and independence of a director;

b. evaluation of independent directors and the Board.

2. To devise and recommend policies on :

a. remuneration including any compensation related payments of the directors keymanagerial personnel and other employees and recommend the same to the board of theCompany;

b. board diversity laying out an optimum mix of executive independent andnon-independent directors keeping in mind the needs of the Company.

3. To identify persons who are qualified to:

a. become directors in accordance with the criteria laid down and recommend to theBoard the appointment and removal of directors;

b. be appointed in senior management in accordance with the policies of the Company andrecommend their appointment to the HR Department and to the Board.

4. To carry out evaluation of the performance of every director of the Company.

5. To express opinion to the Board that a director possesses the requisitequalificati'on(s) for the practice of the profession in case the services to be renderedby a director are of professional nature.

6. To extend or continue the term of appointment of the independent director on thebasis of the report of performance evaluation of independent directors.

7. To carry out such other business as may be required by applicable law or delegatedby the Board or considered appropriate in view of the general terms of reference and thepurpose of the Nomination and Remuneration Committee.

Meetings and attendance:

During the financial year 2015-16 two (2) meetings of the Nomination &Remuneration Committee were held on 30th May 2015 and 12th February 2016. Theattendances of the member directors at the Nomination & Remuneration Committee meetingduring the financial year 2015-16 are as below:

Name of the Members Category

No. of Meetings

Held Attended
Mr. Pradip Manharlal Domadia Non-executive -Independent director 2 2
Mr. Mahesh Kumar Malpani Non-executive -Independent director 2 2
Mr. Beni Gopal Saraf Non-executive -Independent director 2 2

Summary on Nomination & Remuneration Policy of the Company

The Board of Directors has adopted the remuneration policy at the recommendation of theNomination and Remuneration Committee in compliance with Section 178 of Companies Act2013 and Regulation 19 read with Part D of Schedule II of SEBI Listing Regulations. Thispolicy applies to all the "Executives" of the Company and is valid for allemployment agreements entered into after the approval of the Policy and for changes madeto existing employment agreements thereafter. In keeping with the provisions of Section178 the remuneration structure of the Company comprises of fixed remuneration (includingfixed supplements) performance-based remuneration (variable salary) such as pensionschemes where applicable other benefits in kind and severance payment where applicable.Further the Policy states that the non-executive directors and independent directors ofthe Company may receive remuneration only by way of fee and reimbursement of expenses forparticipation in meetings of the Board or Committee thereof and profit related commissionas may be permissible by the Applicable law. Additionally the Policy also lays down theoverall selection criteria for the Executives of the Company which is based on broad headssuch as competencies capabilities compatibility strong interpersonal skills commitmentamong others. The Policy also entitles Executives to a severance fee.

13. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee consists of two independent directors with Mr.Beni Gopal Saraf as Chairman and Mr. Mahesh Kumar Malpani as member of the Committee. Theterms of reference of the Committee is given below:

Terms of Reference for the Stakeholder's Relationship Committee are as below:

i. To ensure proper and timely attendance and redressal of grievances of securityholders of the Company in relation to: a Transfer of shares

b. Non-receipt of annual reports

c. Non-receipt of declared dividend

d. All such complaints directly concerning the shareholders / investors as stakeholdersof the Company; and

e. Any such matters that may be considered necessary in relation to shareholders andinvestors of the Company.

ii. Formulation of procedures in line with the statutory guidelines to ensure speedydisposal of various requests received from shareholders from time to time;

iii. To review and / or approve applications for transfer transmission transpositionand mutation of share certificates including issue of duplicate certificates and newcertificates on split / sub-division / consolidation / renewal and to deal with allrelated matters.

iv. To review and approve requests of dematerialization and rematerialisation ofsecurities of the Company and such other related matters;

v. Appointment and fixing of remuneration of RTA and overseeing their performance;

vi. Review the status of the liti'gati'on(s) filed by/against the security holders ofthe Company;

vii. Review the status of claims received for unclaimed shares;

viii. Recommending measures for overall improvement in the quality of investorservices;

ix. Monitoring implementation and compliance with the Company's Code of Conduct forProhibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading)Regulations 2015;

x. Review the impact of enactments/ amendments issued by the MCA/ SEBI and otherregulatory authorities on matters concerning the investors in general;

xi. Such other matters as per the directions of the Board of Directors of the Companyand/ or as required under Regulation 20 read with Part D of Schedule II of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 from time to time.

During 2015-16 Two meetings were held on 4th December 2015 and 30th March 2016 andthe attendances of member directors were as follows:

Name of the members Category

No. of meetings

Held Attended
Mr. Beni Gopal Saraf Non-executive -Independent director 2 2
Mr. Mahesh Kumar Malpani Non-executive -Independent director 2 2

The table below gives the number of Shareholders Complaints received resolved andpending during the year 2015-16. Number of Complaints:

Received Resolved Pending
One One Nil

14. INDEPENDENT DIRECTORS AND THEIR MEETING

There are three Independent Directors in the Company as per following details:

Mr. Pradip Manharlal Domadia (DIN:05292129)

Mr. Mahesh Kumar Malpani (DIN:02603222)

Mr. Beni Gopal Saraf (DIN:00267858)

During the year under review a meeting of Independent Directors was held on 31stMarch 2016 where all the Independent Directors of the Company were present.

15. BUY BACK COMMITTEE

The Buy-back Committee consists of three Directors from the Board as Members of theCommittee- Mr. Ramesh Kumar Haritwal Managing Director & CEO Mr. Mahesh KumarMalpani Independent Director and Mr. Beni Gopal Saraf Independent Director.

During the year under review two meeting of the Buy-back Committee were held onNovember 19 2015 and March 1 2016 where all the Members of the Committee were present.

16. 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 report genuineconcerns has been framed. This policy provides a platform to disclose informationconfidentially and without fear of reprisal or victimization where there is reason tobelieve that there has been serious malpractice fraud impropriety abuse or wrong doingwithin the Company. The Company ensures that no personnel have been denied access to theAudit Committee.

17. RISK MANAGEMENT

The Company is taking necessary steps to identify assess monitor and mitigate variousrisks to key business objectives. Major risks to be identified by the businesses andfunctions if any would be systematically addressed through mitigating actions on acontinuing basis.

18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS

The Directors had laid down internal financial controls procedures to be followed bythe Company which ensure compliance with various policies practices and statutes. TheAudit Committee of the Board from time to time evaluated the internal financial controlof 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 manuals for suchgeneral 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 intervals andappropriate 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.

19. CORPORATE SOCIAL RESPONSIBILITY

During the year under review the compliance under Section 135 of the Companies Act2013 was not applicable to the Company. Further considering the financial and otherfactors your company could not take any initiative in this regard.

20. RELATED PARTY TRANSACTIONS

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 of materialrelated party transactions which were entered into on arm's length basis are provided inForm AOC- 2 as required under section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 which is annexed herewith as Annexure-I.There are no materially significant related party transactions made by the Company whichmay have potential conflict with the interest of the Company.

21. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act2013 the Directors state that:

a) In preparation of the annual accounts for the financial year ended 31st March 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 31st March 2016 and of the profit of theCompany for that period;

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

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 were operatingeffectively; and

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.

22. MATERIAL CHANGES

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

23. PUBLIC DEPOSITS

During the Financial Year 2015-16 the Company did not invite or accept any depositsfrom the public and no such deposit was outstanding at the beginning of the year.

24. LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

There is no Loans granted Guarantees given and Investments made during the year underreview covered under the provisions of Section 186 of the Companies Act 2013.

25. 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 for a period of three years till the conclusion of 29th Annual General Meeting(AGM) as approved by the members at their 26th Annual General Meeting held on 30thSeptember 2014. Further pursuant to the requirement of Section 139 of the Companies Act2013 the appointment of Statutory Auditors is to be ratified by the members at everyAnnual General Meeting. Based on their declaration received by the Company under Section139 and 141 of the Companies Act 2013 they are eligible for the appointment. Members arerequested to ratify their appointment for the financial year 2016-17.

The Statutory Auditors' Report on the Financial Statements of the Company for thefinancial year ended March 31 2016 forms part of this Annual report.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed Mr. Dilip Kumar Sarawagi PracticingCompany Secretary Proprietor of M/s. DKS & Co. having office at 173 M.G. Road 1stFloor Kolkata - 700007 to conduct Secretarial Audit for the financial year ended 31stMarch 2016. The Secretarial Audit Report in Form No. MR-3 for the financial year ended31st March 2016 is annexed herewith as Annexure-II.

(c) Cost Auditors:

Your Company was not required to appoint Cost Auditor for the financial year ending31st March 2016.

(d) Internal Auditors:

The Board of Directors has appointed M/s AS & Associates Cost Accountants asInternal Auditors of the Company to carry out internal audit of the Company. The Auditcommittee periodically reviews the Internal Audit report.

RESPONSE TO AUDITORS' REMARKS

There is no qualification reservation adverse remark or disclaimer by the StatutoryAuditors in their report and hence no explanation or comments of the Board is required inthis matter.

There is no qualification reservation adverse remark or disclaimer by the SecretarialAuditor in their Secretarial Audit Report except that the Secretarial Auditor has reportedregarding non-appointment of Company Secretary and Chief Financial Officer by the Companyas required under Section 203 of the Companies Act 2013 and the Rules made thereunder. Inrespect of the said observation it is stated that though during the year under reviewthe Company has taken initiative to fill up the said vacancies caused by the resignationof the Chief Financial Officer and Company Secretary during the financial year 2010-11considering the gloomy financial positions and business outlook of the Company it was notpossible for the Company to employ suitable candidates for the said vacancies during theyear under review.

26. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as required under Section 134(3)(a) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 isprovided in Form No. MGT- 9 as Annexure-III to this report.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Owing to closure of manufacturing facility of the Company no step was taken by theCompany towards Conservation of energy and Technology Absorption during the year underreview. Further there was no foreign exchange earnings and outgo during the year underreview.

28. 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-IV.

29. 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.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

No woman was in the employment of the Company during the year under review and hencethe provisions of the Sexual Harassment of Women at Workplace (PreventionProhibiti'on& Redressal) Act 2013 were not applicable to the Company.

31. 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.

32. NON-APPLICABILITY OF CORPORATE GOVERNANCE REPORT AS PER SECURITIES AND EXCHANGEBOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

Compliance with the provisions of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 regarding Corporate GovernanceReport is not mandatory to your Company presently. In view of the same the CorporateGovernance Report is not provided in the Annual Report.

33. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

(a) Aggregate number of shareholders and the outstanding shares in the suspense accountlying at the beginning of the year: Nil

(b) Number of shareholders who approached listed entity for transfer of shares fromsuspense account during the year: Nil

(c) Number of shareholders to whom shares were transferred from suspense account duringthe year: Nil

(d) Aggregate number of shareholders and the outstanding shares in the suspense accountlying at the end of the year: Nil

(e) The voting rights on these shares shall remain frozen till the rightful owner ofsuch shares claims the shares: Not applicable

34. 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.

35. LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 513723. The Company confirms that the annual listing fees to the stock exchange forthe Financial Year 2016-17 have been duly paid.

36. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks and appreciation to financialinstitutions vendors clients investors Central Government State Governmentsregulatory authorities and other stakeholders for the continuing support and Co-operation.

For and on behalf of the Board of Directors
Place : New Delhi Saurabh Mittal
Date : 28th May 2016 Non-Executive Chairman
(DIN: 00273917)

Annexure-I

Form No. AOC-2

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

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basisare given below:

Sl. No. Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transaction Duration of the contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board if any Amount paid as advances if any
1. Greenlam Industries Limited Agreement between Greenlam Industries Limited and the Company in respect of immovable property. For the period of 11 Months w.e.f. 1st Sept 2015. Monthly Rent of ' 400000/-. 14th August 2015 Nil

 

For and on behalf of the Board of Directors
Place : New Delhi Saurabh Mittal
Date : 28th May 2016 Non-Executive Chairman
(DIN: 00273917)