Patel Integrated Logistics Ltd.
|BSE: 526381||Sector: Others|
|NSE: PATINTLOG||ISIN Code: INE529D01014|
|BSE LIVE 15:40 | 21 Sep||75.70||
|NSE 15:50 | 21 Sep||75.50||
|Mkt Cap.(Rs cr)||125|
|Mkt Cap.(Rs cr)||125.21|
Patel Integrated Logistics Ltd. (PATINTLOG) - Director Report
Company director report
The Members of
Patel Integrated Logistics Limited.
Your Directors have pleasure in presenting their 54th Annual Report for theyear ended 31st March 2016.
The financial results are as under:
(Rs in lakhs)
FINANCIAL PERFORMANCE REVIEW:
The highlights of Companys performance are as under:
Revenue from operations decreased by 13.03% to Rs 511.36 cr.
EBITDA increased by 9.47% to Rs 21.72 cr.
Profit before Tax increased by 38.47% to Rs 11.07 cr.
Net Profit after Tax increased by 39.80% to Rs 8.37 cr.
Net Worth stood at Rs 102.77 cr. Fixed Asset base was Rs 40.28 cr. and theBasic EPS was Rs 5.46 and Diluted EPS (after considering conversion of warrants) was Rs4.98.
The financial year 2015-16 has been a successful year for the Company in terms offinancial performance of the Company during the year. Although the volume of sales wasdecreased during the year the lower input cost and cost reduction measures leads tobetter performance during the year.
The reduction in the revenue from operation is due to reduction in loads from thecustomer as your Company is looking at weeding out its small unprofitable customers and isfocusing on to quality customers and realization of debts within contracted period. Theeffective management of truck hire on major routes also benefitted to the Company. In oursurface transport business the Retail business has achieved best results.
There is no change in the nature of business during the year under review.
For the year under consideration the Board of Directors recommended a dividend of Rs0.5/- per share i.e. 5% on the equity share capital of the Company for the financial yearended March 31 2016. The dividend payout is subject to approval of members at the ensuingAnnual General Meeting. The dividend payout for the year under review has been formulatedafter consideration of Companys long term objectives of growth and also forconservation of resources for diversification. The dividend payout on 700000 equityshares allotted on preferential basis during the year 2015-16 is considered on pro-ratabasis from the date of allotment i.e. 14th January 2016.
Riding on the back of a GDP growth globalization FDI in logistics growth ine-commerce and increasing government support the logistics sector is set to make anindelible impression in the years to come. Its like the commencement of a new agefor the Indian logistics sector which is drawing more investment creating more employmentand also contributing significantly to the growth of Indian economy. With fast evolvingregulatory policies mammoth infrastructure projects have driven the Indian logisticsmarket. Today there is alarming need in this business for an integrated logistic player tomanage the deliveries effectively. The implementation of GST will also lead to positiveimpact on transportation and warehousing industry in India.
Your Company is poised to take advantage of this situation to continue to give its bestto its customers. We are trying to match steps with our rapidly growing economy with thegoal to establish ourselves as a major player in the area of our business. Your Company islooking to undertake various measures which include development of existing businessactivities like upgrading the existing & acquiring additional Super Express Hubs inStrategic Locations for our surface business Express Trucking for the major corridorsacquiring our own godown for our warehousing business additional warehouses in otherlocations in North and South. We also strengthening our sales team to increase penetrationin to our Patel Retail segment which has high margin business.
The present pan India network and market share of your Company is best suited for B2Cplay. Your Company is getting into the B2C e-commerce delivery business through itssubsidiary company and proposed joint venture in nearly 25-50 cities as part of its 1stPhase in the coming year.
A) Preferential issue of Equity Shares and Equity Warrants:
Pursuant to the consent granted by members at their Extra Ordinary General Meeting heldon 28th December 2015 the Board of Directors at their meeting held on 14thJanuary 2016 allotted to Frontline Strategy Limited strategic investor which is anincorporated non resident entity incorporated and registered in Mauritius having itsoffice at C/o Cim Fund Services Limited 33 Edith Cavell Street Port Louis Mauritius700000 fresh Equity Shares of '10/- each at a premium of '105/- per Equity Shareaggregating to Rs 80500000/- and 929000 Equity Warrants of '10/- each at a premium of'105/- per Equity Warrant aggregating to Rs 106835000/-. Consequent upon the freshissue of Equity Shares the paid- up share capital of the Company has increased from Rs1518.66 lacs to Rs 1588.66 lacs. The issue of fresh Equity Shares and Equity Warrants hasnot resulted in to any change in the composition of Board of Directors Management orControl of the Company.
The aforesaid fresh Equity Shares rank pari-passu with existing Equity Shares withrespect to the voting rights and dividend entitlement except dividend if any declared forthe financial year 2015-16 which will be paid on pro-rata basis from the date ofallotment.
The holders of Equity Warrants have an option to apply for and obtain one Equity Sharefor each Equity Warrant allotted to them on 14th January 2016. The option isexercisable within a period of 18 months from the date of allotment of Equity Warrants.However till the date of this Report the holders of the Equity Warrants have notexercised the option granted to them.
The Board of Directors take this opportunity to thank Frontline Strategy Limited whohave shown confidence in the endeavours of the management and invested in the future ofthe Company.
The entire proceeds of preferential allotment is remained unutilized in the currentaccount of the Company as on 31st March 2016 as the project is expected tostart its operations in the current year.
B) Bank Finance:
The Company enjoys fund based and non fund based credit facilities from the Banks tomeet its working capital requirements. The Company also enjoys a credit line for buyingthe trucks on deferred payment guarantee basis. The Company is regular in payments ofinstallments and there are no over dues as on the date of reporting.
C) Fixed Deposits:
The Company is accepting unsecured fixed deposits from the public in accordance withthe requirements prescribed under Chapter V of the Companies Act 2013 and Companies(Acceptance of Deposits) Rules 2014.
Accordingly Fixed Deposits accepted by the Company stood at Rs 1467.42 lacs as on 31stMarch 2016. There were no unpaid or overdue deposits as on 31st March 2016other than unclaimed Deposits and interest accrued thereon aggregating '13.98 lacs. Therehas been no default in repayment of deposits or payment of interest thereon during theyear under consideration. The Company has not accepted any deposits which are not incompliance with the requirement of Chapter V of the Companies Act 2013.
The Companies (Acceptance of Deposits) Amendment Rules 2016 dated 29th June2016 allowed Companies to accept deposits without deposit insurance contract till 31stMarch 2017 or till the availability of a deposit insurance product whichever is earlier.
D) Credit Rating:
Credit Analysis & Research Ltd (CARE) has assigned credit rating CARE BBB[moderate degree of safety] for Companys fund based borrowings & finance leaseand CARE A3+ [moderate degree of safety] rating for its non fund based borrowings from thebanks.
India Ratings & Research Private Ltd (India Ratings) a Fitch group Company hasupgraded credit rating for Companys fund based borrowings & finance lease toIND BBB [outlook positive] from IND BBB- (outlook stable) and rating for itsnon fund based borrowings from the banks upgraded to IND A3+ [outlook positive] fromIND A3 (outlook stable).
India Ratings has also assigned credit rating IND tA- (positive) for itsFixed Deposit Programme.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are givenin the notes to the Financial Statements.
TRANSFER TO RESERVES:
Your Company has transferred Rs 2.00 crore to the general reserve and Rs 2.50 crore tocontingency reserve. An amount of Rs 6.31 crore is carried forward in Profit and Loss.
CORPORATE SOCIAL RESPONSIBILITY:
The CSR expenditure incurred by your Company during the financial year 2015-16 was Rs9.98 lacs against the statutory requirement of Rs 9.96 lacs i.e. 2% of the average profitbefore tax for the last three financial years and also already committed additional Rs16.70 lacs during the current financial year. The CSR initiatives of your Company wereunder the identified thrust areas as provided under the CSR Policy of the Company. YourCompanys CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2016 in accordance with Section 135 of theCompanies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed to this report as Annexure [I].
The requirement of Risk Management Committee under Regulation 21 of SEBI (ListingObligations and Disclosures Requirements) Regulation 2015 is not applicable to theCompany as the same is applicable to top 100 listed entities.
However the Company has constituted a Risk Management Committee. The details ofCommittee and its terms of reference are set out in the Corporate Governance Reportforming part of the Boards Report.
The Company has a Business Risk Management framework to identify evaluate businessrisks and opportunities. This framework seeks to create transparency minimize adverseimpact on the business objectives and enhance the Companys competitive advantage.
There are no risks which in the opinion of the operating management threaten theexistence of your Company. However some of the risks which may pose challenges are setout in the Management Discussion and Analysis which forms part of this Report.
The Company has Audit Committee of Board of Directors constituted in accordance withsection 177 of the Companies Act 2013. The details of the Audit Committee are explainedin the Corporate Governance Report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company is constantly thinking about improvement ininternal financial controls.
The Internal Audit Department monitors and evaluates operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function the Audit Committee/ Board initiate corrective action in respective areasand thereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy which is in compliancewith the provisions of Section 177 (10) of the Companies Act 2013 and Regulation 22 ofSEBI (Listing Obligations and Disclosures Requirements) Regulation 2015. The policy dealswith instance of fraud and mismanagement if any. The details of the Whistle Blower Policyis explained in the Corporate Governance Report and also posted on the website of theCompany.
SUBSIDIARY ASSOCIATES AND JOINT VENTURE:
The Company does not have any Subsidiary or Associate or Joint Venture Company as on 31stMarch 2016. Therefore separate section for report on the performance and financialposition of subsidiaries associates and joint venture companies is not required topresent.
The Company has formed Delivrex India Limited as its subsidiary company on3rd May 2016 which will carry specific business of logistic services ofe-commerce related delivery of online products. Further Delivrex India Limitedhas become wholly owned subsidiary w.e.f. 14th June 2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Asgar Shakoor Patel Non Executive Director of the Company retires by rotation atthe ensuing Annual General Meeting pursuant to the provisions of Section 152 of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 and the Articles of Association of your Company and being eligible hasoffered himself for re-appointment as the Director.
Mr. Vilas Unavane was appointed as an Additional Director of the Company with effectfrom 9th February 2016. Mr. Vilas Unavane vacates office of Director at theensuing Annual General Meeting. The Company has received a Notice alongwith the necessarydeposit u/s 160 of the Companies Act 2013 proposing the candidature of Mr. Vilas Unavaneas the Independent Director of the Company under the Companies Act 2013 for the period of5 years with effect from 28th September 2016.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 read with SEBI(Listing Obligations and Disclosures Requirements) Regulation 2015.
The Company has appointed Mr. Mahesh Fogla as Chief Financial Officer (CFO) of theCompany w.e.f. 1st March 2016.There is no Key Managerial Personnel resignedduring the year under review.
Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/ Board/ Committees was carried out. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report. Inpursuance to the above Independent Directors in their separate meeting held on 9thFebruary 2016 have reviewed and evaluated the performance of Board as a whole Chairmanand Executive Vice Chairman.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
During the year seven Board Meetings and six Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions referred to in section 188(1) of the Companies Act 2013that were entered into during the financial year were on an arms length basis andwere in the ordinary course of business. There are no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large.
The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure [II].
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. The policy on Related Party Transactions as approved by the Board isuploaded on the Companys website.
Apart from receiving remuneration by executive directors and sitting fees by Nonexecutive directors none of the Directors has any pecuniary relationships or transactionsvis-a-vis the Company.
Your Directors draw attention of the members to Note 37 to the financial statementwhich sets out related party disclosure.
AUDITORS AND AUDITORS REPORT:
At the 52nd AGM of your Company M/s. MSP & Co. Chartered Accountants(Firm Registration No. 107565W) was appointed as the Auditors to hold office till theconclusion of the 55th AGM of your Company.
The Board of Directors at its meeting held on 27th May 2016 on therecommendations of the Audit Committee in accordance with the provisions of Section139(8) of the Companies Act 2013 ratified the appointment of M/s. MSP & Co.Chartered Accountants to continue to act as the Auditor of your Company till theconclusion of the 55th AGM.
M/s. MSP & Co. Chartered Accountants who retire at the ensuing AGM of yourCompany are eligible for re-appointment. Your Company has received written consent and acertificate stating that they satisfy the criteria provided under Section 141 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 and that theappointment if made shall be in accordance with the applicable provisions of theCompanies Act 2013 and rules issued thereunder.
The Auditors Report for the financial year 2015-16 does not contain anyqualification reservation or adverse remark.
To comply with conditions of Corporate Governance pursuant to regulation 34 read withschedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015 aManagement Discussion and Analysis Report Corporate Governance Report and AuditorsCertificate on the compliance of conditions of Corporate Governance are included in thisAnnual Report.
A Business Responsibility Report as required under Regulation 34 of SEBI (ListingObligations and Disclosures Requirements) Regulation 2015 is not applicable to theCompany as the same is applicable for top 100 listed entities based on marketcapitalization.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Dinesh Kumar Deora Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report for thefinancial year ended 31st March 2016 is set out as "Annexure[III]" to this Report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure[IV]" to this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As stipulated under Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014.
(A) CONSERVATION OF ENERGY:
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
PARTICULARS OF EMPLOYEES:
The Directors sincerely appreciate efforts put in by employees of the Company at alllevels and thank them for their contribution in achieving the overall results during theyear.
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The internal committee has been set up to redress complaints received regarding sexualharassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed offduring the financial year 2015-16:
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors would like to inform the Members that the Audited Accounts for thefinancial year ended 31st March 2016 are in
full conformity with the requirement of the Companies Act 2013.
In terms of Section 134(3)(c) of the Companies Act 2013 the Directors based on therepresentation received from the
Operating Management confirm that:
1) in the preparation of the annual accounts for the year ended March 312016 theapplicable accounting standards and Schedule III of the Companies Act 2013 have beenfollowed and there are no material departures from the same;
2) the Directors have selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at 31st March 2016 and of theprofits of the Company for the financial year ended 31st March 2016;
3) the 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;
4) the Directors have prepared the Annual Accounts of the Company on a goingconcern basis;
5) the Company has proper internal financial controls in place. However the Companycontinues to develop better controls for implementation in current financial year.
6) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors state that no disclosure or reporting is required in respect offollowing items as either there were no transactions
on these items or these items are not applicable to the Company during the year underreview:
1) No material changes and commitments if any affecting the financial position of theCompany occurred between the end of the financial year of the Company i.e. 31stMarch 2016 and the date of this report.
2) No significant and material orders were passed by the regulators or courts ortribunals which impact the going concern status and Companys operations in future.
The Directors place on record their appreciation of the continued assistance andsupport received from the Bankers Clients
Stakeholders and Fixed Deposit Holders in the endeavors of the Company.
Report on the Corporate Social Responsibility (CSR) Activities for the year 2015-16
1. Brief outline of your Companys CSR policy:
The objective of the CSR policy of the Company is to define the contribution which theCompany can make towards its Corporate Social Responsibility the geographical limitswithin which it envisages to make such contribution the chosen activities programs orprojects for its CSR activities and the control and reporting mechanism which will ensureproper functioning of such CSR activities to the optimum results.
The scope of CSR activities are taken into account as per the Schedule VII of theCompanies Act 2013. Preference is to be given to the local areas of the offices of theCompany.
In accordance with the CSR Policy of the Company the CSR initiatives would be focusedaround following identified thrust areas for channelizing the resources:
6) Support to Technology Incubators
The CSR Policy of your Company is available on website at following link. (
2. Composition of CSR Committee:
Mr. Nitin Akolkar acts as the Secretary to the Committee.
3. Average Net Profit before Tax of the Company for last 3 financial years : Rs 497.76lacs.
4. Prescribed CSR expenditure (2% of this amount as in Sr. No. 3 above): Rs 9.96lacs.
5. Details of CSR spent during the financial year:
a. Total amount spent for the financial year: Rs 9.99 lacs.
b. Amount unspent if any: Nil.
c. Manner in which the amount spent during the financial year is detailed below:
* The CSR Committee has committed an additional amount of Rs 16.70 lacs during the year2015-16 to be met out of outlay of current financial year.
** Through The Rotary Club of Bombay Bandra Charitable Trust A trust registered withCharity Commissioner of Mumbai & engaged in projects related to upliftment ofdowntrodden for last 25 years.
6. In case the Company has failed to spend the two percent of the average net profit ofthe last three financial years or any part thereof the Company shall provide the reasonsfor not spending the amount in its Boards Report : Not Applicable.
7. The CSR Committee confirms that the implementation and monitoring of the CSR Policyis in compliance with the CSR objectives and Policy of your Company.
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule8(2) of the 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 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arms length basis:
FORM NO. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31 2016
[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]
The Members of
Patel Integrated Logistics Limited
I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Patel Integrated LogisticsLimited (hereinafter called "the Company"). Secretarial Audit wasconducted in a manner that provided me a reasonable basis for evaluating the corporateconducts / statutory compliances and expressing my opinion thereon.
Based on my verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended March 312016 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 March 312016 accordingto the provisions of:
1. The Companies Act 2013 (the Act) and the rules made thereunder;
2. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
3. The Depositories Act 1996 and the Regulations and bye-laws framed thereunder;
4. The provisions of Foreign Exchange Management Act 1999 and the rules andregulations made thereunder to the extent of Foreign Direct Investment Overseas DirectInvestment and External Commercial borrowings were not applicable to the Company under thefinancial year under report;
5. 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 2015;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
6. Provisions of the following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act1992 (SEBI) were not applicable tothe Company under the financial year under report:
a. The Securities and Exchange Board of India (Employee Stock Option Scheme andemployee Stock Purchase Scheme) Guidelines 1999;
b. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008;
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;
d. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and
e. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
I further report that having regard to the compliance system prevailing in the Companyand on examination of the relevant documents and records in pursuance thereof the Companyhas complied with the following laws applicable specifically to the Company;
a. The Carriers Act1865
b. Carriage by Road Act2007
c. The Multimodal Transportation of Goods Act1993
d. Motor Vehicles Act 1988
e. The Motor Transport Workers Act 1961
f. The Food Safety and Standards Act2006
g. Consumer Protection Act 1986
I have also examined compliance with the applicable clauses of the following:
1. Secretarial Standards issued by The Institute of Company Secretaries of India.
2. The Listing Agreements entered into by the Company with Stock Exchanges.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
I further report that the Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting. Majority decision is carriedthrough while the dissenting members views are captured and recorded as part of theminutes.
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.
I further report that during the audit period the Company has
Issued and allotted on preferential basis 700000 Equity Shares of '10/- each at theissue price of '115/- per share (including premium of '105/- per share) and 929000Equity Warrants of '10/- each at the issue price of '115/- per warrant (including premiumof '105/- per warrant) convertible into equity shares of the Company within the period of18 months from the date of allotment of warrants in accordance with the provisionsCompanies Act 2013 and The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009.
Dinesh Kumar Deora
Practising Company Secretary
FCS NO. 5683
C P NO. 4119
Date: 9th August 2016
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March 2016
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10 % or more of the total turnover ofthe company shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):(i) Category-wise Share Holding:
(ii) Shareholding of Promoters:
(iii) Change in Promoters Shareholding:
THERE WAS NO CHANGE IN PROMOTER SHAREHOLDING DURING THE F.Y.ENDED 31.03.2016.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):
(v) Shareholding of Directors and Key Managerial Personnel:
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Remuneration to Managing Director Whole-time Directors and/or Manager:
*As per Part II Section II Table A of Schedule V of Companies Act 2013. B.Remuneration to other directors:
C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD:
*The Company has appointed Chief Financial Officer w.e.f. 1st March 2016accordingly the remuneration considered above is only for one month i.e. March 2016.
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: