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Hind Commerce Ltd.

BSE: 538652 Sector: Others
NSE: N.A. ISIN Code: INE691J01019
BSE 05:30 | 01 Jan Hind Commerce Ltd
NSE 05:30 | 01 Jan Hind Commerce Ltd

Hind Commerce Ltd. (HINDCOMMERCE) - Director Report

Company director report

TO THE MEMBERS OF HIND COMMERCE LIMITED

The Directors take pleasure in presenting the 32snd Annual Report along with AuditedFinancial Statements of your Company and its subsidiaries for the Financial Year ended 31stMarch 2017.

Financial Highlights

The financial performance of the Company for the year ended 31st March2017 is summarized below: (in Rs. Lakhs)

Particulars

Standalone

For the Financial Year Ended

31st March 2017 31st March 2016
Gross Income 460.35 196.74
Gross Profit before Depreciation and Tax 55.67 25.68
Less: Depreciation - -
Profit Before Tax 55.67 25.68
Less: Provision for Tax
Current Tax 10.86 6.07
Deferred Tax (0.08) -
MAT Credit (1.22) -
Tax Adjustment of previous year (0.14) 0.50
Profit after Tax before period items 46.25 20.09
Prior period adjustment - -
Add: Excess Provision written Back - -
Balance b/f from previous year 428.44 408.35
Amount available for appropriation 474.69 428.44
Less: Proposed Dividend - -
Corporate Dividend Tax - -
Transferred to General Reserves - -
Add: Excess provision for Dividend - -
Balance carried to Balance Sheet 474.69 428.44

Results of Operations

During the year under review your Company has reported a total income of Rs. 460.35Lakhs when compared to Rs. 196.74 Lakhs for previous years as reported in the StandaloneFinancials.

Dividend

Owing to inadequacy of profit no Dividends are recommended for the year under review.

Transfer to Reserves

Since the there is no dividend for the year under review transfer of funds to thereserves is not required.

Nature of Business and Changes therein

The Company is engaged in the business of trading of Cotton textiles and to specializein the export of quality Cotton Yarns and fabrics in both domestic and internationaltrading.

During the year under review there has been no change in the nature of business of theCompany.

Management Discussion and Analysis Report

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis of the financial condition andresults of operations of the Company under review is annexed and forms an integral partof the Directors Report.

Material changes and commitments affecting financial position between the end of thefinancial year and date of report

There have been no material changes and commitments if any affecting the financialposition of the Company between the end of the financial year to which the financialstatements relate and the date of report.

Associate and Subsidiary Companies

The Company as on 31st March 2017 has no Subsidiary Company or AssociateCompany.

Crystal Tradecom Limited Wholly Owned Subsidiary Company of the Company cease to beSubsidiary Company on 30th March2017 due to further issue of Share by CrystalTradecom Limited.

Deposit

During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. Therefore the requirement for furnishing of details of deposits which are notin compliance with the Chapter V of the Companies Act 2013 is not applicable.

Particulars of Contracts or Arrangements with Related Parties

Section 188 of the Companies Act 2013 read with the Companies (Meetings of Board andits Powers) Rules 2014 specifies the requirement for approval of the Board and/or theMembers as and when applicable in related party transactions in relation tocontracts/arrangements.

During the year under review the Company has not entered into related partytransactions as per the provisions of Section 188 of the Companies Act 2013. Thusdisclosure in Form AOC-2 is not required. Further there are no materially significantrelated party transactions during the year under review made by the Company withPromoters Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company.

The Company has formulated a related party transactions policy and the same isdisplayed on the website of the company viz.http://hindcommerce.com/pdf/policy-on-related-party-transaction-and-materiality-of-related-party-transaction.pdf

Particulars of Loans Guarantees and Investments

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

Board of Directors

As per the requirements of Section 149 152 of the Companies Act 2013 (the Act) andsuch other applicable provisions of the Act and as per the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 which defines the composition of the Board theBoard of Directors of the Company have been constituted in compliance with the saidSections.

Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment detailing their role and function in the Company the formatof the letter of appointment whereof is available on the website of the Company at:http://hindcommerce.com/pdf/Letter%20of%20Appointment%20to%20Independent%20Directors.pdf

As on the date of this report the Company s Board consists of the followingIndependent Directors: 1. Mr. Prakash R Bang 2. Mr. Sanjay R Soni 3. Ms. Meghna V Panchal

The aforementioned Directors at point 1 and 2 who have been acting as IndependentDirectors prior to commencement of the Companies Act 2013 have been appointed incompliance with Section 149 of the Companies Act 2013 wherein their tenure of 5 years iseffected from 1st April 2014 till 31st March 2019 through a formalletter of appointment.

Further Ms. Meghna Panchal has been appointed as an Independent Director for a term of5 years from September 28 2015 upto September 27 2020 at the annual general meeting heldon September 28 2015.

1. Re-appointments

Pursuant to provisions of section 152(6) of the Companies Act 2013 Mr. Umesh LahotiManaging Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for reappointment.

2. Retirements and Resignations

There have been no Directors who have retired or resigned the office of Directorshipduring the year under review except Mr. Umesh Lahoti who retires by rotation as perSection 152(6) of the Companies Act 2013 and offers himself for reappointment.

Committees of Board

The Board has 3 Committees: Audit Committee Stakeholder s Relationship Committee andNomination and Remuneration Committee. A detailed note on the Compositions functions ofthe Board and Committee are as provided below:

1. Audit Committee

The Audit Committee comprises of the following members:

Name of the Director Designation in the Committee
Mr. Prakash R. Bang Chairman
(Independent Director)
Mr. Ujwal R. Lahoti Member
(Non - Executive Director)
Mr. Sanjay R. Soni Member
(Independent Director)
Ms. Pragati P. Sawant Secretary
(Company Secretary)

The Chairman of the Committee is Mr. Prakash R. Bang and Mr. Ujwal R. Lahoti and Mr.Sanjay R. Prasad are the members. The Committee held 4 (Four) meetings during the year.All the members of the Committee are Non-executive Directors. All the members arefinancially literate and have accounting / related financial management expertise.

The Role function responsibility and constitution of the Audit Committee is inaccordance to the provisions of Section 177 of the Companies Act 2013 and as per SEBI(Listing Obligations and Disclosure Requirements) Regulations.

The Audit Committee functions according to its Charter that defines its compositionauthority responsibilities and reporting functions. The terms of reference of the AuditCommittee inter alia includes the following function:

- Overseeing the Company s financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

- Recommending to the Board of Directors the appointment re-appointment terms ofappointment and if required the replacement or removal of the statutory auditor and thefixation of audit fees;

- Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

- Reviewing with the management the annual financial statements before submission tothe Board of Directors for approval with particular reference to:

- Matters required to be included in the director s responsibility statement to beincluded in the Board of Directors report in terms of clause (c) of sub-section 3 ofsection 134 of the Companies Act 2013;

- Changes if any in accounting policies and practices and reasons for the same;

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

- Significant adjustments made in the financial statements arising out of auditfindings;

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

- Disclosure of any related party transactions;

- Qualifications in the draft audit report;

- Reviewing with the management the quarterly financial statements before submission tothe Board of Directors for approval;

- 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.

- Reviewing with the management the performance of statutory and internal auditors andthe adequacy of internal control systems

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

- Discussion with internal auditors any significant findings and follow up there on;

- 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 of Directors;

- Discussing with statutory auditors before the audit commences about the nature andscope of audit as well as have post-audit discussion to ascertain any area of concern

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

- To review the functioning of the whistle blowing mechanism;

- Approval of appointment of the chief financial officer (i.e. the whole time financedirector or any other person heading the finance function or discharging that function)after assessing amongst others the qualifications experience and background of thecandidate;

- Review & monitor the auditor s independence and performance and effectiveness ofaudit process;

- Approval or any subsequent modification of transactions of the company with relatedparties;

- Scrutiny of inter-corporate loans & investments;

- Valuation of undertakings or assets of the company;

- Evaluation of internal financial controls and risk management systems;

- Examination of the financial statement and the auditor s report thereon;

- Monitoring the end use of funds raised through public offers and related matters;

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

- To investigate any activity within its terms of reference;

- To have full access to information contained in the records of the Company;

- To seek information from any employee;

- To obtain outside legal or other professional advice; and

- To secure attendance of outsiders with relevant expertise if it considers necessary.

2. Stakeholder s Relationship Committee

Name of the Director Designation in the Committee
Ms. Meghna V Panchal Chairperson
(Independent Director)
Mr. Umesh R. Lahoti Member
(Managing Director)
Mr. Ujwal R. Lahoti Member
(Non-Executive Director)

In order to comply with the provisions of Section 178 of the Companies Act 2013 thenomenclature of Shareholders / Investors Grievance Committee was changed to StakeholdersRelationship Committee with revised role which also includes to consider and resolve thegrievances of all stakeholders of the Company.

The terms of reference of Stakeholders Grievances Committee inter alia includes thefollowing:

- Redressal of Shareholders debenture holders and other security holders investorscomplaints including complaints related to transfer of shares;

- Allotment of shares approval of transfer or transmission of shares debentures orany other securities;

- Issue of duplicate certificates and new certificates on split/consolidation/renewal;

- Non-receipt of declared dividends balance sheets of the Company; and

- Carrying out any other function as prescribed under in the Listing Regulations.

3. Nomination and Remuneration Committee

Name of the Director Designation in the Committee
Mr. Prakash R. Bang Chairman
(Independent Director)
Mr. Sanjay R. Soni Member
(Independent Director)
Ms. Meghna V Panchal Member
(Independent Director)

In Compliance with Section 178 of the Companies Act 2013 and as specified in theamended Listing Agreement being effective from 1st October 2014 the Board constitutedthe Nomination and Remuneration Committee comprising of Three (3) Non-ExecutiveIndependent Directors of the Company with the following role and function:

- To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

- To determine remuneration based on the Company s size and financial position andtrends and practices on remuneration prevailing in peer companies.

- To formulate criteria for evaluation and carry out evaluation of the performance ofDirectors as well as Key Managerial Independent Directors and Senior ManagementPersonnel.

- To provide them reward linked directly to their effort performance dedication andachievement relating to the Company s operations.

- To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

- To ensure no violation by an employee of any applicable laws in India or overseasincluding: i. The Securities and Exchange Board of India (Insider Trading) Regulations1992; or

ii. The Securities and Exchange Board of India (Prohibition of Fraudulent and UnfairTrade

Practices relating to the Securities Market) Regulations 1995.

- To formulate detailed terms and conditions of employee stock option schemes includingdetails pertaining to quantum of options to be granted conditions for lapsing of vestedoptions exercise period adjustments for corporate actions and procedure for cashlessexercise and perform such other functions as are required to be performed by theRemuneration Committee under the Securities and Exchange Board of India (Employee StockOption Scheme and Employee Stock Purchase Scheme) Guidelines 1999 as amended ( ESOPGuidelines ) in particular those stated in Clause 5 of the ESOP Guidelines; as and whenrequired.

- To devise a policy on Board diversity.

- To Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

- To develop a succession plan for the Board and to regularly review the plan

In compliance with the provisions of Section 178 of the Companies Act 2013 the Boardof Directors in consultation with the Nomination and Remuneration Committee has formulatedthe Nomination and Remuneration Policy. The Policy has been divided into three parts: PartA covers the matters to be dealt with and recommended by the Committee to the Board PartB covers the appointment and nomination and Part C covers remuneration and perquisitesetc.

Briefly the formulated policy comprises of the following:

i. Appointment criteria and qualification - setting up of criteria and positiveattributes and independence for identification and selection of directors KMP and SeniorManagement positions ii. Recommendation to the Board on appointment and removal ofDirectors KMP and Senior

Management Personnel iii. Specifying the term and tenure of the Director iv. Procedureand criteria for evaluation of Performance of every Director v. Removal and Retirement ofDirectors vi. Remuneration Structure of Whole-time Director KMP and Senior ManagementPersonnel vii. Remuneration structure of Non- Executive / Independent Director

The Nomination and Remuneration Policy has been posted on the website of the Companyhttp://hindcommerce.com/pdf/nomination-and-remuneration-policy.pdf

Declaration by Independent Directors

Mr. Prakash R. Bang Mr. Sanjay R. Soni and Ms. Meghna V. Panchal are the IndependentDirectors on the Board of the Company. The Company has received the declaration from allthe Independent Directors confirming that they meet the criteria as set out in theprovisions of Section 149(6) of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

Companies Policy on Director s Appointment and Remuneration

The Remuneration policy of the Company comprises inter alia the aims and objectivesprinciples of remuneration guidelines for remuneration to Executive and Non-ExecutiveDirectors and Key Managerial Personnel and criteria for identification of the BoardMembers and appointment of Senior Management.

The Criteria set out identification of the Board members are given hereunder:

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

The Nomination and Remuneration Policy has been posted on the website of the Companyhttp://hindcommerce.com/pdf/nomination-and-remuneration-policy.pdf

Annual Evaluation of the Board

As per the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 the Board conducted the Annual Evaluation ofthe Board on its own performance and of the Directors individually as well as theevaluation of the working of the Committees of the Board.

A structured questionnaire was prepared after taking into consideration various aspectsof Board s functioning composition of Board and Committees culture execution andperformance of specific duties obligations and governance.

The Board of Directors expressed their satisfaction.

Number of Meetings of the Board of Directors

The Board meets at least once in each quarter inter alia to review the quarterlyresults. In addition the Board also meets whenever necessary. The Board periodicallyreviews compliance reports of all laws applicable to the Company.

The Board of Directors (hereinafter referred to as the Board ) met for Four (4) numberof times during the Year under review:

Date of Meetings Venue and time of the meeting Directors present Directors to Leave was granted whom of absence
1. 25/05/2016 Venue: Registered office 1. Mr. Ujwal R Lahoti -
- 307 Arun Chambers 2. Mr. Umesh R Lahoti
Tardeo Road Mumbai 3. Mr. Sanjay R Soni
400034 4. Mr. Prakash R Bang
Time: 02.30.p.m. 5. Ms. Meghna V Panchal
2. 13/08/2016 Venue: Registered office 1. Mr. Ujwal R Lahoti -
- 307 Arun Chambers 2. Mr. Umesh R Lahoti
Tardeo Road Mumbai 3. Mr. Sanjay R Soni
400034 4. Mr. Prakash R Bang
Time: 12.00.p.m. 5. Ms. Meghna V Panchal
3. 12/11/2016 Venue: Registered office 1. Mr. Ujwal R Lahoti -
- 307 Arun Chambers 2. Mr. Umesh R Lahoti
Tardeo Road Mumbai 3. Mr. Prakash R Bang
400034 4. Ms. Meghna V Panchal
Time: 11.00.a.m.
4. 14/02/2017 Venue: Registered office 1. Mr. Ujwal R Lahoti -
- 307 Arun Chambers 2. Mr. Umesh R Lahoti
Tardeo Road Mumbai 3. Mr. Sanjay R Soni
400034 4. Mr. Prakash R Bang
Time: 03.00.p.m. 5. Ms. Meghna V Panchal

Appointment and Resignation of Key Managerial Personnel

None of the Key Managerial Personnel were appointed or resigned during the year underreview.

Vigil Mechanism/Whistle Blower

As per the provisions of Section 177(9) and 177(10) of the Companies Act 2013 and asper the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has a Whistle Blower Policy to report genuine concerns or grievances andto deal with the instances of fraud and mismanagement. The Whistle Blower Policy has beenposted on the website of the Companyhttp://hindcommerce.com/pdf/whistle-blower-policy-vigil-mechanism.pdf

Directors Responsibility Statement

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained/received from the operating management your Directors make the following statement andconfirm that-

(a) in the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

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

Auditors and Auditors Report

Section 139(2) of the Companies Act 2013 provides that no listed company or a companybelonging to such class or classes of companies as may be prescribed shall appoint orreappoint (a) an individual as auditor for more than one term of five consecutive years;and (b) an audit firm as auditor for more than two terms of five consecutive years.

K. K. Khadaria & Co. Chartered Accountants Mumbai (Registration No. 103132W)Statutory Auditors of the Company is completing is completing their term and accordinglythey cannot be re-appointed as Statutory Auditor of the Company as per the mandatoryrequirements of Section 139(2) of Companies Act2013.

The Board at their meeting held on August 16 2017 has recommended the appointment of SS Rathi & Co. Chartered Accountants(Firm Registration No.133811W). The Company hasreceived a confirmation letter from the Auditors to the effect that their appointment ifmade will be within the prescribed limits of the Companies Act 2013 and that they arenot disqualified for appointment within the meaning of the said Act. As required underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Auditorshave also confirmed that they hold a valid certificate issued by the Peer Review Board ofthe Institute of Chartered Accountants of India (ICAI).

Pursuant to provision Section 139(1) of the said Act the Board recommends theirappointment as Auditors for 5 years i.e. from the conclusion of 32nd AnnualGeneral Meeting till the Conclusion of Sixth Annual General Meeting to be held after thisAnnual General Meeting i.e. 37th Annual General Meeting.

Being the Statutory Auditors for the Financial Year 2016-2017 K.K. Khadaria & Co.Chartered Accountants Mumbai has audited the Books of accounts.

The observations made in the Auditors Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

The notes on accounts referred to the Auditor s Report are self explanatory and therehas been no qualification/ remark made thereunder and therefore the same does not call forany further comments/explanation from the Directors.

Secretarial Auditor

Your Company has appointed Kothari H. & Associates a firm of Practicing CompanySecretaries as a Secretarial Auditor of the Company according to the provision of Section204 of the Companies Act 2013 for conducing secretarial audit of Company for thefinancial year 2016-17.

The report in respect of the Secretarial Audit carried out by Kothari H. &associates Company Secretaries in Form MR-3 for the FY 2016-17 forms part to this reportas Annexure 2. The said report does not contain any adverse observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.

Equity Shares with Differential Rights.

The Company has not issued any equity shares with differential rights / sweat equityshares/ employee stock options or not made any provision of its own shares by employees orby trustees for the benefit of employees during the financial year 2016-2017

The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2016-2017.

Listing

During the year under review the Company s Equity Shares were listed at BSE Limitedand the Company has paid Listing Fees to the above Stock Exchanges for the year 2017-18.

Disclosure of Remuneration paid to Director and Key managerial personal

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure 3 to the Board's report.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

Indian Accounting Standards (IND AS):

Pursuant to the notification issued by The Ministry of Corporate Affairs datedFebruary 16 2015 relating to the Companies (Indian Accounting Standard) Rules 2015 theCompany will adopt IND AS with effect from 01st April2017 with thecomparatives for the periods ending 31st March 2017.

Risk Management

Risk management is the identification assessment and prioritization of risks followedby coordinated and economical application of resources to minimize monitor and controlthe probability and/or impact of unfortunate events or to maximize the realization ofopportunities. Risk management s objective is to assure uncertainty does not deflect theendeavor from the business goals.

The Company has laid down procedures to inform the members of the Board about the riskassessment and minimization procedures. A risk management committee consisting of seniorexecutives of the Company periodically reviews these procedures to ensure that executivesmanagement controls risk through means of a properly defined framework. A seniorindependent director is associated with the committee. The Company has framed the riskassessment and minimization procedure which is periodically reviewed by the Board. Therisk management policy is displayed on the website of the Company viz.http://www.hindcommerce.com/pdf/risk-management-policy.pdf

Extracts of Annual Return

As per the provisions of Section 134(3)(a) of the Companies Act 2013 an extract ofthe annual return in the prescribed format in Form MGT-9 is annexed to this Board s Reportas Annexure 4.

Energy Conservation Measures Technology Absorption and R & D Efforts and ForeignExchange Earnings and Outgo

Your Company is not engaged in any manufacturing activity and thus its operations arenot energy intensive. However adequate measures are always taken to ensure optimumutilization and maximum possible saving of energy. The Company has installed energyconservative equipment s like LED (Light Emitting Diode) lights instead of CFL (CompactFluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to workin. Your Company uses latest technology and equipment s. However since the Company is notengaged in any manufacturing the information in connection with technology absorption isNIL.

During the period under review the Company has earned Foreign Exchange of Rs. 383.87Lakhs and did not incure the Foreign Exchange outgo.

Report on Corporate Governance

As per the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance requirements are not applicable to the Companywhose paid up capital does not exceed Rs. Ten Crores and net worth does not exceed Rs.Twenty-Five Crore as on the date of last day of previous financial year. Since the Companydoes not exceed the above stated limit Report on Corporate Governance is not applicableto the Company. The same shall be applicable if the Company exceeds the aforementionedlimits at any time during the year.

Prevention of Sexual Harassment of Women at Workplace:

The Company has in place the Policy on Prevention of Sexual Harassment at the Workplacein line with the requirements of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. During the year under review no complaints werereceived by the Committee for Redressal.

Acknowledgement

Your Directors wish to express their grateful appreciation for co-operation and supportreceived from customers financial institutions Banks regulatory authorities customersvendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contributionof the employees at all levels as without their focus commitment and hard work theCompany s consistent growth would not have been possible despite the challengingenvironment.

For and on behalf of the Board
Umesh Lahoti Ujwal Lahoti
Managing Director Director
(DIN: 00361216) (DIN: 00360785)
Place: Mumbai
Date: 16th August 2017