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Ind-Agiv Commerce Ltd.

BSE: 517077 Sector: Others
NSE: N.A. ISIN Code: INE115E01010
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OPEN 25.70
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VOLUME 100
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Ind-Agiv Commerce Ltd. (INDAGIVCOMMER) - Director Report

Company director report

To

The Members of

IND AGIV COMMERCE LIMITED

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the financialyear ended 31st March 2015 and on the state of affairs of the Company.

1. FINANCIAL PERFORMANCE:

The Company's Financial Performance for the financial year ended on 31st March 2015under review alongwith previous years figures are given hereunder:

Amount in Lakhs

Particulars 2014-15 2013-14
Total Income 606.04 753.58
Profit before tax 16.48 6.03
Profit /(Loss) after tax 10.88 5.13
Profit/(Loss) b/f from previous period 92.22 87.09
Prior period adjustment 0 0
Profit for Appropriation Sub Total (A) 103.10 92.22
Transfer to General Reserve 0 0
Proposed Dividend 0 0
Tax on Dividend 0 0
Sub Total (B) 103.10 92.22
Balance carried to Balance sheet (A-B) 103.10 92.22

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PLANS:

During the year under review the company has achieved the turnover of Rs 606.04 Lakhsas against Rs 753.58 Lakhs during the previous year. The profit before tax during the yearwas Rs 10.88 Lakhs as against Rs 5.13 Lakhs in the previous year. Barring unforeseencircumstances the management is hopeful of achieving better results during the currentyear.

3. DIVIDEND:

In order to conserve resources the Board does not recommend any final dividend for thefinancial year ended 31 st March 2015.

4. DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that:

a. In the preparation of the annual accounts the applicable accounting standards readwith requirements set out under Schedule II to the Act have been followed and there areno material departures from the same;

b. The Directors have selected such accounting policies consulted and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31 stMarch 2015 and of its Profit/ Loss for the year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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 for the year ended 31st March 2015on a 'going concern' basis; and

e. The Directors had laid down proper internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively.

f. The Director had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively

5. CORPORATE SOCIAL RESPONSIBILITY: The Company has not developed andimplemented any Corporate Social Responsibility initiatives as the provisions ofSection 135 of the Companies Act 2013 are not applicable.

6. STATUTORY AUDITORS:

M/s. SHAH & BHOSALE.Chartered Accountants (Firm Registration Number 129657W) wereappointed as the Statutory Auditors of the company last year in AGM held on 20THSeptember 2014 till forth coming Annual General Meeting. Accordingly their appointmentis proposed in the ensuing AGM for a term of four years. They have given their eligibility& consent for the proposed re-appointment.

7. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The explanations /comments made by the Board relating to the qualificationsreservations or adverse remarks made by the Auditors in their report are furnished asunder:

1. The Director's Mr. Ishwarlal B. Rupani & Mr. Vijay G. Devnani are appointedsince 2001. The Director's are under process to acquire DIN No for themselves.

2. The Company was exempted from clause 49 of the Listing Agreement so there was noIndependent Director appointed by the Company but in order to comply with the provision ofSection 149 of the Companies Act 2013 the Company is in the process of appointing theIndependent Director.

3. The Company has hired website developer to update their Website in line with theCompanies Act 2013 & Clause 54 of the Listing agreement. The website of the Companywill be soon updated.

4. The Company had appointed managerial personnel to designate as KMP as per section203 of the Companies Act 2013. The Company is in process of completing the proceduralaspect of appointment with ROC.

5. The Constitution of the Committee is not as per the Companies Act 2013 as theCompany has not appointed Independent Director. The Company is in the process ofappointment of Independent Director.

6. The Company is in the process of filling e-forms with ROC u/s 117 of the CompaniesAct 2013.

7. The Company is in the process of filling e-form MGT-10 u/s 93 of the Companies Act2013.

8. The Company is under process to comply with requirements of Regulation 29 (1) ofSEBI (Substantial Acquisition of shares and Turnovers) Regulation 2011 & Regulations30 (1) & 30 (2) of SEBI (Substantial Acquisition of Shares and Turnovers) Regulations2011.

9. The company is under process to comply with Related party transaction as per Section188 of the Act and the rules there under.

10. The Company is under process to comply with Section 180 of the Act.

8. CORPORATE GOVERNANCE

The Company is exempted from complying with Clause 49 of Listing Agreement i.e.Corporate Governance as per Circular CIR/CFD/POLICYCELL/7/2014 dated 15th September 2015.

9. BOARD OF DIRECTOR:

Mr. V. B. Rupani and Ms. S. B Rupani retire at the ensuing Annual General Meeting andbeing eligible offer themselves for reappointment.

10. BOARD MEETING:

During the financial year 2014-15 the Board met five (5) times. The Details are givenas below:

Sr. No. Date of Meeting
1. 15/05/2014
2. 30/05/2014
3. 14/08/2014
4. 13/11/2014
5. 14/02/2015

The composition of Board of Directors as at 31st March 2015 is as under:

Sr. No Name of the Director Designation Appointed On Remarks
1 VASHDEV BHAGWANDAS RUPANI DIRECTOR 30/05/2001
2 SUBHASH CHANDER OBEROI DIRECTOR 15/06/2002
3 KISHIN DEVIDAS MULCHANDANI DIRECTOR 30/05/2001
4 SUSHILA BHAGVANDAS RUPANI DIRECTOR 30/05/2001
5 ISHWARLAL B. RUPANI DIRECTOR 30/05/2001 The director has been appointed since 30/05/2001 but since they have not applied for DIN NO they are not been reflected on MCA website. The Process is going on for the same.
6 VIJAY G. DEVNANI DIRECTOR 30/05/2001 The director has been appointed since 30/05/2001 but since they have not applied for DIN NO they are not been reflected on MCA website the Process is going on for the same.

11. DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directorsapply to our Company. The Company has not made appoint of Independent Director on theBoard.

12. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

a. K.D MULCHANDANI CHAIRMAN
b. S.C. OBEROI MEMBER
c. SUSHILA RUPANI MEMBER

Details of meeting held:

Sr. No. Date of Meeting
2. 30/05/2014
3. 14/08/2014
4. 13/11/2014
5. 14/02/2015

The Composition of Audit Committee doesn't comply as per Section 177 of the CompaniesAct 2013

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

13. DISCLOSURE OF COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee consists of the following members;

a. S.C.OBEROI CHAIRMAN
b. SUSHILA RUPANI- MEMBER
c. LALIT CHOUHAN - MEMBER

The Composition of Nomination & Remuneration Committee doesn't comply as perSection 178 (1) of the Companies Act 2013.

14. DISCLOSURE OF COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee consists of the following members;

a. SUSHILARUPANI - CHAIRMAN
b. LALIT CHOUHAN - MEMBER

The Composition of Stakeholders Relationship Committee doesn't comply as per Section178 (5) of the Companies Act 2013.

15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee is applicable to the Company but the Company has not devised anypolicy relating to appointment of Directors payment of Managerial remuneration Directorsqualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013.

16. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointments Remuneration of ManagerialPersonnel) Rules 2014.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has not set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act 2013 during the year under review and hencethe said provisions are not applicable.

19. DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES.

An amount of Rs. 1088210/- is proposed to be transferred to General Reserve as per theexisting provisions of the Companies Act 2013 and rules made thereunder.

20. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.

21 CONSERVATION OF ENERGY TECHNOLOGY

The information pertaining to conservation of energy technology absorption Foreingexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act;2013~reaal with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure" A "

22. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION

The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.

23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going conrcern Status Hence disclosure pursuant to Rule 8 (5)(vii) of Companies (Accounts) Rules 2014 is not required.

Annexure "A" to Directors' Report for the year ended 31st March 2015

Particulars required under Section 134 (3) (m) of the Companies Act 2013 read withRule 8 of the

Companies (Accounts) Rules 2014

[A] CONSERVATION OF ENERGY:

(a) Energy Conservation Measures Taken:

Your Company did not carry out any significant activity during the year requiringdisclosure of particulars regarding conservation of Energy.

(b) Technology

Absorption:

Your Company did not carry out any significant activity during the year requiringdisclosure of particulars regarding technology absorption.

[B] RESEARCH & DEVELOPMENT

Your Company did not carry out any reasearch and development activity during theyear.

[C] FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of earnings in foreign exchange:

Particulars Current Year Previous Year
01.04.14-31.03.15 01.04.13-31.03.14
Export of Goods calculated on FOB Basis -
Interest and dividend -
Royalty . -
Know-how -
Professional and Consultancy fees -
Other Income 10649145 0
Total earning in foreign exchange 10649145 0

Details of expenditure in foreign exchange:

Particulars Current Year Previous Year
01.04.14-31.03.15 01.04.13-31.03.14
Import of Capital Goods calculated on CIF Basis: - -
(i) raw material - -
(ii) component and spare parts 161562 570815
capital goods - Software Purchase - -
Expenditure on account of: - -
Royalty - -
Kno;-.-how - -
Professional and Consultancy fees - -
Interest - -
Other matters 239309 42310
Dividend paid -
Total expenditure in foreign exchange 400871 613125

"Annexure B"- 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)

Form for disclosure of particulars of contracts/ arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 the CompaniesAct 2013 including arms' length transactions under third proviso thereto:

Sr. No. Nature of Transaction / payment Name of the Party 2014-15 Rs 2013-14
1 Office rent Mrs. Uma Oberoi 691392 628536
2 Purchase of Paints (including Returns) Paros Corp 30943636 33262807
3 Purchase Broadcast Product Agiv (India) Pvt. Ltd. 13356 16313275
4 Advance RST Technologies Pvt. Ltd. 8707608 629421
5 Advances Ranjit Singh 100000 4170
6 Sales of AV Products RST Technologies Pvt. Ltd. 6560754 819746
7 Import of AV Products RST Technology Holdings Pte. Ltd. 69992 0
8 Amount due at the year end to/(-) from Paros Corp -1413525 9076286
9 Amount Due at the year end from RST Technologies Pvt. Ltd. 9337029 1449167
10 Amount due at the year end to. Agiv (India) Pvt. Ltd. 0 10000000
11 Amount Due at the year end from RST Technology Holdings Pte. Ltd. 11521357 6216537
12 Amount Due at the year end from Ranjit Singh 1119895 1019895
13 Amount due at the year end to Datapoint Impex Pvt. Ltd. 0 24409912
14 Amount due at the year end from Apamex Ltd. -6549904 -6549904
15 Amount due at the year end from S. C. Oberoi 0 16643
16 Amount due at the year end from Uma S. Oberoi 600000 600000

"Annexure C"

Extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 ofthe Companies (Management and administration) Rules 2014

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2015 Pursuant to Section 92 (3) of the CompaniesAct 2013 and rule 12(1) of the Company (Management & Administration ) Rules 2014.

I REGISTRATION & OTHER DETAILS:

I CIN U32100MH1986PLC039004
ii Registration Date 19/02/1986
iii Name of the Company INDAGIV COMMERCE LIMITED
iv Category/Sub-category of the Company Listed Indian Non-Government Company
v Address of the Registered office & contact details 85 V.N. PURAV MARG SION CHUNABHATTI ROAD MUMBAI- 400022
vi Whether listed company YES
vii Name Address & contact details of the-Registrar & Transfer Agent if any. UNIVERSAL CAPITAL SECURITIES PVT LTD 21.SHAKIL NIWAS MAHAKALI CAVES ROAD NEAR SATYASAI BABA TEMPLE ANDHERI (East) Mumbai-400093

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated

Sr. No. Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1 PAINTS 32082090 67.75%
2 AUDIO VISUAL EQUIPMENTS 85176290 26.61%
3 BROADCAST EQUIPMENTS 85299090 4.42%
4 BOOK 48201090 1.22%

III PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

Sr. No. Name & Address of the Company CIN/GLN HOLDING/SUBSIDIARY/ ASSOCIATE % OF SHARES HELD

APPLICABLE SECTION

NA

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares

% change during he year

A. Promoters
(1) Indian
a) Individual/HUF 0 0 0 0.00 722100 0 722100 72.21 0 72.21%
b) Central Govt.or
State Govt. 0 0 0 0 0 0 0 0 0 0
c) Bodies Corporates 722100 0 722100 72.21 0 0 0 0 0 0
d) Bank/FI 0 0 0 0 0 0 0 0 0 0
e) Any other 0 0 0 0 0 0 0 0 0 0
SUB TOTAL : A (1) 722100 0 722100 72.21 722100 0 722100 72.21 0 72.21%
(2) Foreign
a) NRI- Individuals 0 0 0 0 0 0 0 0 0 0
b) Other Individuals 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0 0 0
d) Banks/FI 0 0
e) Any other... 0 0
SUB TOTAL (A) (2) 0 6 0 0 0 0 0 0 0 0
Total Shareholding of
Promoter
(A)=(A)(1WA)(2) 722100 0 722100 72.21 722100 0 722100 72.21 0 72.21%
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0 0
b) Banks/FI 0 0 0 0 0 0 0 0 • 0 0
C) Central Govt 0 0 0 0 0 0 0 0 0 0
d) State Govt. 0 0 0 0 0 0 0 0 0 0
e) Venture Capital Fund 0 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0 0
a) PHS 0 0 0 0 0 0 0 0 0 0
h) Foreign Venture
Capital Funds 0 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0 0
SUB TOTAL (B)(1) : 0 0 0 0 0 0 0 0 0 0
(2) Non Institutions
a) Bodies corporates 210 600 810 0.08 300 500 800 6.08
i) Indian 0
ii) Overseas 0
b) Individuals 67240 165050 232290 23.23 67650 164650 232300 23.23
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 11400 11100 22500 2.25 11400 11100 22500 2.25 0 0
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 0 0 0 0 0
c) Others (specify) NRI 1900 20400 22300 2.23 1900 20400 22300 2.23 0 0
SUB TOTAL (B)(2): 80750 197150 277900 27.79 81250 196650 277000 27.79 0 0
Total Public Shareholding (B)=(B)(1)+(B)(2) 80750 197150 277900 27.79 81250 196650 277900 27.79 0 0
C. Shares held by Custodian for

GDRs & ADRs

0 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 802850 197150 1000000 100 803350 196650 1000000 100 0 72.21

(ii) SHARE HOLDING OF PROMOTERS

SI. No Shareholders Name

Shareholding at the begginning of the year

Shareholding at the end of the year

NO of shares % of total shares of the company % of shares pledged encumbered to total shares NO of shares % of total shares of the company % of shares pledged encumbered to total shares % change in share holding during the year
1 AGIV INDIA PVT LTD 722100 72.21 0 0 0 0 0
2 RANJAN CHONA 0 0 0 72210 7.22 0 0
3 SUBHASH CHANDER OBEROI

0

0

0

0252735

25.27

0

0

4 SUSHILA RUPANI

0

0

0

397155

39.72

0

0

TOTAL 722100 72.21 0 722100 72.21 0 72.21

(iii) CHANGE IN PROMOTERS' SHAREHOLDING

There has been change in Promoters' Shareholding during FY 2014-15

Sr No. Date Name of the Promoter Name of shareholders No of Shares
1 30/12/2014 Agiv India Pvt Ltd RANJAN CHONA 72210
2 30/12/2014 Agiv India Pvt Ltd SUBHASH CHANDER OBEROI 252735
3 30/12/2014 Agiv India Pvt Ltd SUSHILA RUPANI 397155

(iv) Shareholding Pattern of top ten Shareholders (other than Direcors Promoters &Holders of GDRs & ADRs)

Sr No Name of the shareholder NO OF SHARES HELD PERCENTAGE OF HOLDING
1 KAUSHALYA H MULANI 11400 1.14
2 NARPATKUMARAJAIN 11100 1.11
TOTAL 22500 2.25

V INDEBTEDNESS

THE COMPANY HAS NO INDEBTDNESS DURING THE YEAR ENDED 31/03/2015

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

THE COMPANY HAS NOT PAID ANY REMUNERATION TO ITS DIRECTOR

A. Remuneration to Managing Director Whole time director and/or Manager: Nil

B. Remuneration to other directors: Nil

C. Remuneration To Key Managerial Personnel Other Than Md/manager/wtd : Nil

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

No such penalty or offence has been paid or conducted during the year

Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31/03/2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

IND AGIV COMMERCE LIMITED

85 V N Purav Marg Sion Chunabhatti Road Mumbai - 400022

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s IND AGIV COMMERCELIMITED.(hereinafter called 'the company') Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon. Based on my verification of them M/s INDAGIV COMMERCE LIMITED books papers minute books forms and returns filed and otherrecords maintained by the company and also the information provided by the Company itsofficers agents and authorized representatives during the conduct of secretarial audit Ihereby report that in my opinion the company has during the audit period covering thefinancial year ended on 31/03/2015 complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance-mechanism in place tothe extent in the manner and subject to the reporting made hereinafter

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended 31/03/2015 according to theprovisions of:

(I) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

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

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

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

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

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;( Not applicable for the year under review)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;( Not applicable for the year underreview);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008(;( Not applicable for the year under review);

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

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 ;( Not applicable for the year under review);

and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998(; (Not applicable for the year under review);

I have also examined compliance with the applicable clauses of the following:

(I) Secretarial Standards issued by The Institute of Company Secretaries of lndia.( Notapplicable for the year under review);

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:

• Mr. ISHWARLAL B. RUPANI & Mr. VIJAY G. DEVNANI the directors of the Companyhas been appointed on the Board of the Company since 30/05/2001 but they do not have DINNo. and hence they are not been reflected on MCA website as the Directorof the Company.

• The Company has not made appointment of Independent Director as per Section 149(4) of the Companies Act 2013 during the year under review.

• The Website of the Company is not updated as per the requirements of variousprovisions of Companies Act 2013.

• The Company being a listed company has not appointed Key Managerial Personnel asper the provision of section 203 of the Companies Act 2013 during the year under review.

• There has been change in promoter holdings during the year and being ListedCompany the Company has not filled e-form MGT-10 for change in promoters holding as perSection 93 of the Companies Act 2013 during the year under review.

The company has appointed Internal Auditor as per Section 138 of the Companies Act2013 by means of a resolution. As per Section 117 (3) (g) of the Companies Act 2013 theCompany has not filled e-form MGT-14 during the year under review.

• The Company has constituted the Audit Committee Nomination & RemunerationCommittee & Stakeholders Committee as on 31/03/2015. But the Constitution of theCommittee is not as per the provision of the section 177 & 178 of the Companies Act2013.

• All the necessary resolution which needs to be filled u/s 11.7 of the CompaniesAct 2013 are not filled by the company during the year under review.

• The Company has entered into related party transaction u/s 188(1) (a) & 188(1) (c) of the Companies Act 2013 for which special resolution has not been passed as persub rule (3)(a)(i) of Rule 15 of The Companies( Meetings of Board and Its Powers) Rules2014.

I further report that The Board of Directors of the Company is not constituted withproper balance of Executive Directors Non- Executive Directors and Independent Directorsas per the provision of section 149 of the Companies Act 2013 & Rules there under.The changes in the composition of the Board of Directors that need to be taken l/wefurther report that during the audit period the company has:

• The Company has not complied with the provision of section 180(1) (a) of theCompanies Act 2013 and since the transaction is also falling under section 188 (1) (b) ofthe Companies Act 2013 & Rule 15 of The Companies( Meetings of Board and Its Powers)Rules 2014 the company has not passed the special resolution.

• The Company has not made disclosure on website of the Company as per Clause 54of the Listing Agreement.

• The two Director's of the Company i.e. Mr. Ishwarlal B. Rupani & Mr. VijayG. Devnani are situated in Dubai. During the year under review they had not attended anymeeting of the Board of Director of the Company.

• It has been observed that during the year under review there has been inter-setransfer of share among the Promoters. The Company has delayed in intimating the same tothe SEBI under Regulation 29 (1) of SEBI (Substantial Acquisition of shares and Turnovers)Regulation 2011 & Regulations 30 (1) & 30 (2) of SEBI ( Substantial Acquisitionof Shares and Turnovers) Regulations 2011.

Raishree Padia

R.S.PADIA & ASSOCIATES

Company Secretaries

FCSNo.:6804

CP No.: 7488

Place: Mumbai

Date : 4th September 2015