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Kiduja India Ltd.

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VOLUME 102
52-Week high 24.10
52-Week low 9.58
P/E
Mkt Cap.(Rs cr) 3
Buy Price 19.90
Buy Qty 38.00
Sell Price 0.00
Sell Qty 0.00

Kiduja India Ltd. (KIDUJAINDIA) - Director Report

Company director report

To

The Members of Kiduja India Limited

The Directors have pleasure in presenting the 29th Annual Report of KidujaIndia Limited ("the Company") for the financial year ended on 31stMarch 2015.

1. Highlights of the Performance

The profit/(loss) before tax of the Company for the year ended 31st March2015 is (Rs.80477813/-) as compared to (Rs.56811712/-) for the previous year.

The profit/(loss) after tax of the Company for the year ended 31st March2015 is (Rs.80477813/-) as compared to (Rs.56811712/-) for the previous year.

2. Financial Results

Amt in Rs.

For the year ended March 31 2015 For the year ended March 312014
Revenue from Operations 1427001 19778656
Other Income 300 87987
Total Revenue 1427301 19866643
Less: Expenses 81905114 76678355
Profit / (Loss) before tax (80477813) (56811712)
Less: Provision for tax including deferred tax NIL NIL
Profit / (Loss) after tax (80477813) (56811712)

3. Dividend

The Directors do not recommend any dividend.

4. Transfer to Reserves

The Company has suffered a loss during the year under review. The debit balance ofProfit & Loss Account has been transferred to Balance Sheet under the head Reserve& Surplus.

5. Directors and Key Managerial Personnel

Mr. Om Prakash Agarwal was designated as Independent Director and Mr. Samir Sanghai wasappointed as Additional Director (Independent) of the Company by the Board of Directors attheir meeting held on 25th March 2015. Pursuant to Section 150 (2) of theCompanies Act 2013 appointment of Independent Director shall be approved by theshareholders of the Company in a General Meeting. Pursuant to Section 161 of the CompaniesAct 2013 Mr. Samir Sanghai holds office up to this Annual General Meeting. Consent of themembers will be sought for designating Mr. Om Prakash Agarwal as Independent Director andfor re-appointment of Mr. Samir Sanghai as Independent Director at the ensuing AnnualGeneral Meeting.

The Company has received declarations from all the independent directors confirmingthat they meet the criteria of independence as prescribed under the Companies Act 2013.

As per provisions of the Act Mr. Darshan Kumar Jain was appointed as CFO of the Companyon 25th March 2015.

Further based on the confirmations received none of the Directors are disqualifiedfor appointment under Section 164 of the Companies Act 2013.

6. Deposits

The Company has not accepted any deposits under section 73 of the Companies Act 2013and The Companies (Acceptance of Deposits) Rules 2014 during the year ended 31st March2015.

7. Conservation of Energy. Research and Development Technology Absorption and ForeignExchange Earnings & Outgoing

As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) ofThe Companies (Accounts) Rules 2014 the Company has taken necessary step in minimizingthe usage of energy to the extent possible to reduce the cost of energy.

Technology Absorption is not applicable to the Company as the company is carrying onthe business of a non-banking financial institution (without accepting public deposits).

During the period under review the foreign exchange earnings and out-go were as under:

(i) Foreign Exchange earnings - NIL
(ii) Foreign Exchange spent - NIL

8. Particulars of Employees

The Company has no employees covered in Sub-rule 2 of Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

9. Extract of Annual Return:

The details forming part of the extract of the annual return in Form MGT-9 is enclosedin Annexure "A".

10. Number of Board Meetings:

The Board generally meets 4-6 times during the year. All the meetings are conducted asper designed and structured agenda. All agenda items are backed by necessary supportinginformation and documents to enable the board to take informed decisions. Adequate noticeis given to all Directors to schedule the Board Meetings. Agenda and detailed notes onagenda are sent in advance.

The Company held a minimum of one board meeting in every quarter with a gap notexceeding 120 days between two board meetings. During the year ended 31stMarch 2015 six Board Meetings were held the details of which is as under:

Board Meetings held during the Year

Sr. No. Dates on which the Board Meetings were held Total Strength of the Board No of Directors Present
1. 9th May 2014 3 2
2. 27th June 2014 3 3
3. 8th August 2014 3 3
4. 14th November 2014 3 3
5. 13th February 2015 3 3
6. 25th March2015 4 4

Attendance of Directors at Board Meetings and Annual General Meeting

Attendance at the Board Meeting held on

Name of the Director 09/05/14 27/06/14 08/08/14 14/11/14 13/02/14 25/03/14 AGM held on 28/08/14
Ashish D. Jaipuria
Mrs. Kirti D. Jaipuria
Om Prakash Agarwal Leave of Absence Leave of Absence
Samir Sanghai -

-

-

-

-

</

-

11. Changes in Share Capital

The paid up Equity Share Capital is Rs.17150000. During the year under review theCompany has neither issued shares nor granted stock options nor sweat equity. As on 31stMarch 2015 Mr. Ashish D Jaipuria Managing Director of the Company holds 1115000equity shares (65.01%) of the Company.

12. Related party transaction

There are no material significant related party transactions made by the Company withthe Promoters or Directors etc. which may have potential conflict with the interest ofthe Company at large. Transactions entered into with Related Parties do not attract theprovisions of Section 188 of the Companies Act 2013.

13. Particulars of investments loans and guarantees under Section 186

The Company has not made any investment or advanced any loans or a guarantee which iscovered under Section 186 of the Companies Act 2013.

14. Internal Control Systems and their Adequacy

Internal Audit plays a key role by providing assurance to the Board of Directors andvalue addition to the business operations. Your Company has an effective internal controlsystem which is constantly assessed and strengthened with new/revised standard operatingprocedures. During the year Company has appointed Mr. Sanjay Nawal as Internal Auditor ofthe Company for F.Y.2014-15.

15. Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to Investor Education andProtection Fund as at 31st March 2015.

16. Auditors

M/s Lodha & Co. Chartered Accountants having Firm Registration No. 301051E wereappointed as the Statutory Auditors of the Company until the conclusion of the AnnualGeneral Meeting for the year ending on 31st March 2015. The matter relating to re-appointment of M/s Lodha & Co will be placed before the members for approval at theensuing Annual General Meeting.

M/s Lodha & Co. have furnished a certificate of their eligibility and consentunder Section 141 of the Companies Act 2013 and the Rules framed thereunder confirmingthat their re-appointment if made would be within the prescribed limits under the Actand that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

17. Secretarial Audit

The Board has appointed Ms. Harshada Pradeep Rane Practising Company Secretary toconduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report forthe financial year ended March 31 2015 is annexed herewith marked as Annexure"B" to this Report.

Management reply to the observation raised in the Secretarial Audit Report is as under:

Sr No Observation Reply
1. Non compliance under section 91 of the Act with respect to publication of notice of book closure in the newspaper. Publication of notice of book closure was inadvertently missed out by the Company
2. Delay in appointment of Internal Auditor under Section 138 of the Act. Internal Auditor has been appointed with effect from 25th March 2015 and have submitted its report to the Board before the finalization of accounts for the year ended 31st March 2015
3. Non compliance under section 149 of the Act with respect to appointment of Independent Director with in prescribed time limit. The Board has appointed Independent Director on 25th March 2015 subject to approval of members
4. Non Compliance under section 203 of the Act with respect to the appointment of Company Secretary. Considering the size and operations of the Company the Company is unable to find a suitable candidate for appointment as Company Secretary
5. Non Compliance under clause 30 with respect to the change in the Board of Director of the company. The Company will ensure compliance with listing agreement in future
6. Non Compliance under Clause 41 with respect to publication of financial results in the newspaper. The Company will ensure compliance with listing agreement in future
7. Net Owned Fund of the Company is reduced below Rs. 2 Crores The accumulated losses of the Company are increasing due to interest on borrowed fund

18. Audit Committee

The Audit Committee comprises Mr. Ashish D Jaipuria and Independent Directors namelyMr. Om Prakash Agarwal (Chairman) and Mr. Samir Sanghai as other member. All therecommendations made by the Audit Committee were accepted by the Board.

19. Nomination and Remuneration Committee

The Nomination & Remuneration Committee comprises Non-executive Directors namelyMr. Om Prakash Agarwal (Chairman) Mr. Samir Sanghai and Mrs. Kirti D. Jaipuria as othermembers.

20. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Mr. Samir Sanghai (Chairman) who is aNon-Executive Director Mr. Om Prakash Agarwal and Mr. Ashish D. Jaipuria as othermembers.

21. Vigil Mechanism

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the provisions of the Act includes an Ethics Officer of the Company. Protecteddisclosures can be made by a whistle blower through an e-mail or a letter to the EthicsOfficer or to the Chairman of the Audit Committee.

22. Investment Policy

Board has framed the Investment Policy of the Company in terms of the RBI MasterCircular DNBS (PD) CC No. 380/03.02.001/2014-15 dated 1st July 2014 which includescriteria to classify the investments into current and long term investments grouping ofquoted current investments for the purpose of valuation valuation of unquoted equityshares preference shares government securities units of mutual funds commercialpapers long term investments etc.

23. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:

(i) that in the preparation of the annual financial statements for the year ended 31stMarch

2015 the applicable accounting standards have been followed; I

(ii) that appropriate accounting policies have been selected and applied consistentlyand have made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at the end of the financial yearand of the profit of the Company for that year;

(iii) that proper and sufficient care has been taken 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.

(iv) that the annual accounts have been prepared on a 'going concern' basis.

(v) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

24. Acknowledgement

Your Directors thank the various Central State Government Departments Organizationsand Agencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members dealersvendors banks and other business partners for the excellent support received from themduring the year.

The Directors are happy to place on record their sincere appreciation to all employeesof the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of Board of Directors

Ashish D Jaipuria Kirti D Jaipuria
Place: Mumbai Managing Director Director
Date: 29th June 2015 DIN No.00025537 DIN No.00025564

ANNEXURE "A" TO THE DIRECTORS' REPORT

Form No. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended on 31stMarch 2015

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS;

CIN L72200MH1985PLC038019
Registration Date 08/11/1985
Name of the Company KIDUJA INDIA LIMITED
Category Company Limited By Shares
Sub-Category of the Company Indian Non-Government Company
127-B Mittal Tower
Nariman Point
Address of the Registered office and contact details Mumbai -400 021.
Whether listed company Yes
Link Intime India Private Limited
Name Address and Contact details C-13 Pannalal Silk Mills Compound
of Registrar and Transfer Agent LBS Marg Bhandup (West)
Mumbai-400 078.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

SI. No. Name and Description of Main Products / Services NIC Code of the Product/Service % to total turnover of the Company
1. Non-Banking Financial Company 64990 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No. Name and address of the Company CIN/ GLN Holding / Subsidiary / Associate %of Shares Held Applicable Section
1 None - - ~ -

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Category of Shareholders

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

%

Change during the year

A. Promoters
(1) Indian
a) Individual / HUF

1115000

-

1115000

65.01

1115000

-

1115000

65.01

-

b) Central Govt.

-

-

-

-

-

-

-

-

-

c) State Govt(s).

-

-

-

-

-

-

-

-

-

d) Bodies Corp.

-

-

-

-

-

-

-

-

-

e) Banks / Fl

-

-

-

-

-

-

-

-

-

f) Any Other

-

-

-

-

-

-

-

-

-

Sub-total (A)(1) :-

1115000

-

1115000

65.01

1115000

-

1115000

65.01

-

(2) Foreign
a) NRIs - Individuals

-

-

-

-

-

-

-

-

-
b) Other - Individuals

-

-

-

-

-

-

-

-

-
c) Bodies Corp.

-

-

-

-

-

-

-

-

-
d) Banks / Fl

-

-

-

-

-

-

-

-

-
e) Any Other....

-

-

-

-

-

-

-

-

-
Sub-total (A)(2) :-

-

-

-

-

-

-

-

-

-
Total Shareholding of Promoters

(A) = (A)(1)+(A)( 2)

1115000

-

1115000

65.01

1115000

-

1115000

65.01

-
B. Public Shareholding
1. Institutions
a) Mutual Funds

-

-

-

-

-

-

-

-

-
b) Banks / Fl

-

-

-

-

-

-

-

-

-
c) Central Govt.

-

-

-

-

-

-

-

-

-
d) State Govt(s).

-

-

-

-

-

-

-

-

-
e) Venture Capital Funds

-

-

-

-

-

-

-

-

-
f) Insurance Companies

-

-

-

-

-

-

-

-

-
g) Flls

-

-

-

-

-

-

-

-

-
h) Foreign Venture Capital funds

-

-

-

-

-

-

-

-

-
i) Others (specify)
Sub-total (B)(1) :-

-

-

-

-

-

-

-

-

-

2. Non Institutions
a) Bodies Corp.

14624

200

14824

0.86

9801

200

10001

0.58

(0.28)
b) Individuals
i) Individual Shareholders holding nominal share capital upto '1 lakh

162620

165800

328420

19.15

163011

164200

327211

19.08

(0.07)
ii) Individual Shareholders holding nominal share capital in excess of' 1 lakh

206902

-

206902

12.06

252729

-

252729

14.74

2.68
c) Others (specify)
i) Non-Resident (Non-Rep)

10255

-

10255

0.60

10059

-

10059

0.59

(0.01)
ii) Non-Resident (Rep)

-

-

-

-

-

-

-

-

-
iii) Trust

-

-

-

-

-

-

-

-

-
iv) OCB

-

-

-

-

-

-

-

-

-
v) Clearing Members

39599

-

39599

2.31

-

-

-

-

(2.31)
Sub-total (B)(2) :-

434000

166000

600000

34.99

435600

164400

600000

34.99

-
Total Public Shareholding (B) = (B)(1)+(B)(2) :-

434000

166000

600000

34.99

435600

164400

600000

34.99

-
C. Shares held by Custodian for GDRs & ADRs

-

-

-

-

-

-

-

-

-
Grand Total (A+B+C)

1549000

166000

1715000

100

1550600

164400

1715000

100

-

ii) Shareholding of Promoters

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in Shareholding during the year

SI. No. Name of Shareholder 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
1 Ashish D Jaipuria 1115000 65.01 - 1115000 65.01 - -

iii) Change in Promoters' Shareholding (please specify if there is no change)

SI. No. Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company

 

2 Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc): No Change during the year
3 At the end of the year No Change during the year

iv) Shareholding Pattern of top ten Shareholders

(other than Directors Promoters and Holders of GDRs and ADRs):

SI. Name of Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Hitesh Javeri 43212 2.52 51349 2.99
2 Amit Agarwal 41137 2.40 49237 2.87
3 Gayatri Agarwal 27968 1.63 46518 2.71
4 Babulal Agarwal

22001

1.28

43050

2.51

5 Harsha Javeri

20000

1.17

22077

1.29

6 Pitamberdas Pahuja 15518 0.90 15518 0.90
7 Yatin Shah HUF 13989 0.82 12280 0.72
8 Miten Chhadva 12700 0.74 12700 0.74
9 Sandeep Jajodia HUF 10377 0.61 2329 0.14
10 Shakuntala Shah 9875 0.58 9875 0.58
TOTAL 216777 12.65 264933 15.45

v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Directors and KMP No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1115000 65.01 1115000 65.01
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment / transfer / bonus / sweat equity etc): - - - -
At the end of the year 1115000 65.01 1115000 65.01

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 341327255 401850000 NIL 743177255
ii) Interest due but not paid

NIL

NIL

NIL

NIL
iii) Interest accrued but not due 65923305 NIL NIL 65923305
Total (i+ii+iii) 407250560 401850000 NIL 809100560
Change in Indebtedness during the financial year
Addition

NIL

13300000

NIL

13300000

Reduction

41036538

NIL

NIL

41036538

Net Change

41036538

13300000

NIL

(27736538)
Indebtedness at the end of the financial year
i) Principal Amount 295381293 415150000 NIL 710531293
ii) Interest due but not paid

NIL

NIL

NIL

NIL
iii) Interest accrued but not due 70832729 NIL NIL 70832729
Total (i+ii+iii) 366214022 415150000 NIL 781364022

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:

SI. No. Particulars of Remuneration Name of MD Ashish D Jaipuria Total Amount
1 Gross Salary NIL NIL
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 - -
(b) Value of perquisites u/s 17(2) Income Tax Act 1961 - -
(c) Profits in lieu of salary under section 17(3) Income Tax Act 1961 - -
2 Stock Option NIL NIL
3 Sweat Equity

NIL

NIL

4 Commission NIL NIL
- as % of Profit - -
- others specify - -
5 Others please specify

NIL

NIL

6 Total (A)

NIL

NIL

7 Ceiling as per the Act NIL NIL

B. Remuneration to other Directors

Name of Directors

SI. No. Particulars of Remuneration

Kirti D Jaipuria

Om Prakash Agarwal Samir Sanghai Total Amount
1 Independent Directors
- Fee for attending Board / Committee Meetings

N A.

NIL

NIL

NIL

- Commission

N.A.

NIL

NIL

NIL
- Others please specify

N.A.

NIL

NIL

NIL

Total (1)

N.A.

NIL

NIL

NIL
2 Other Non-Executive Directors
- Fee for attending Board / Committee Meetings

NIL -

N.A.

N.A.

NIL

- Commission

NIL

N.A.

N.A. NIL
- Others please specify

NIL

N.A.

N.A.

NIL

Total (2)

NIL

N A

N.A.

NIL

Total (B) = (1+2)

NIL

NIL

NIL

NIL

Total Managerial Remuneration

NIL

NIL

NIL NIL
Overall Ceiling as per the Act

NIL

NIL

NIL

NIL

C. Remuneration to Key Managerial Personnel other than MD / WTD / MANAGER

Key Managerial Personnel

SI. No. Particulars of Remuneration CEO Co. Sec. CFO Total
1 Gross Salary
(a) Salary as per section 17(1) of the Income Tax Act 1961 - - 478569 478569
(b) Value of Perquisites u/s 17(2) Income Tax Act 1961 - - NIL NIL
(c) Profits in lieu of Salary u/s 17(3) of the Income Tax Act 1961 - - NIL NIL
2 Stock Option - - NIL NIL
3 Sweat Equity

-

-

NIL

NIL

4 Commission
- as % of profit - - NIL NIL
- others specify... - - NIL NIL
5 Others please specify

-

-

NIL

NIL

Total - - 478569 478569

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made

if any (give Details)

A. Company
- Penalty
- Punishment None
- Compounding
B. Directors
- Penalty
- Punishment None
- Compounding
C. Other Officers in Default
- Penalty
- Punishment None
- Compounding

For and on behalf of Board of Directors

Ashish D Jaipuria

Kirti D Jaipuria

Place: Mumbai Managing Director Director
Date: 29th June 2015 DIN No.00025537 DIN No.00025564

ANNEXURE "B" TO THE DIRECTORS' REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31st March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and

Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]

To

The Members Kiduja India Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Kiduja India Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the books papers minute books forms and returns filedand other records maintained by the company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit i hereby report that in my opinion the Company has during the auditperiod covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:

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

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

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

(iv) 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 (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(v) The Bombay Shops and Establishments Act 1948;

(vi) The Payment Of Gratuity Act 1972;

(vii) Maharashtra State Tax on Professions Tax Callings and Employment Act 1975;

(viii) Reserve Bank of India Act 1934;

(ix) Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 1998;

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notapplicable for the financial year under review)

(ii) The Listing Agreements entered into by the Company with BSE Limited.

Provisions of the following Act Regulations and Guidelines were not attracted to theCompany under the financial year under report:-

(a) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(b) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(c) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(d) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; and

(f) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. as mentioned above to the extentapplicable except the following:

Sr. No. Applicable Law Observation
1 Companies Act 2013 and Rules made there under • Non compliance under section 91 of the Act with respect to publication of notice of book closure in the newspaper.
• Delay in appointment of Internal Auditor under section 138 of the Act.
• Non compliance under section 149 of the Act with respect to appointment of Independent Director with in prescribed time limit.
• Non Compliance under section 203 of the Act with respect to the appointment of Company Secretary.
2 Listing Agreement • Non Compliance under clause 30 with respect to the change in the Board of Director of the company.
• Non Compliance under clause 41 with respect to publication of financial results in the newspaper.
3 Reserve Bank of India Act 1934 • Net Owned Fund of the Company is reduced below Rs. 2 Crores

I further report that the Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors and Non-Executive Directors except for delay inappointment of Independent Director. The changes in the composition of the Board ofDirectors that took place during the period under review were carried out in compliancewith the provisions of the Act.

Adequate notice is generally given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Place: Thane CS Harshada Rane
Date: 29th June 2015 C. P. No. 14762