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Perfectpac Ltd.

BSE: 526435 Sector: Industrials
NSE: N.A. ISIN Code: INE759I01016
BSE LIVE 14:59 | 14 Aug 117.00 -3.70
(-3.07%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 117.05
PREVIOUS CLOSE 120.70
VOLUME 232
52-Week high 172.50
52-Week low 67.70
P/E 8.13
Mkt Cap.(Rs cr) 16
Buy Price 117.00
Buy Qty 18.00
Sell Price 124.50
Sell Qty 50.00
OPEN 117.05
CLOSE 120.70
VOLUME 232
52-Week high 172.50
52-Week low 67.70
P/E 8.13
Mkt Cap.(Rs cr) 16
Buy Price 117.00
Buy Qty 18.00
Sell Price 124.50
Sell Qty 50.00

Perfectpac Ltd. (PERFECTPAC) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 44th Annual Report together with the auditedfinancial statements for the financial year ended March 31 2016.

FINANCIAL RESULTS (Rs. in lacs)
Particulars For the Year Ended 31.03.2016 For the Year Ended 31.3.2015
Net Sales/ Income from operations 6740.43 6351.24
Other Income 21.08 54.38
Total Income 6761.51 6405.62
Profit before interest depreciation and exceptional items 335.50 112.32
Less: Interest 80.31 109.80
Gross Profit/(Loss) 255.19 2.52
Less: Depreciation 169.37 208.70
Profit/(Loss) before exceptional items 85.82 (206.18)
Less: Exceptional Items - 1197.08
Profit/(Loss) from ordinary activities before tax 85.82 990.90
Less: Tax Expenses 23.64 161.75
Net Profit/(Loss) from ordinary activities after tax 62.18 829.15
Extraordinary activities (net of tax expenses) - -
Net profit/(loss) 62.18 829.15
Add: Balance brought forward from the previous year 1325.00 518.94
Amount available for appropriation 1387.18 1348.09
Appropriations:
- Dividend on Preference Shares - 0.65
- Corporate Dividend Tax - 0.11
- Balance carried forward to Balance Sheet 1387.18 1325.00
Total 1387.18 1325.76

OPERATIONS

During the year under the review the Company has achieved total revenue of Rs 6761.51Lacs and net profit of Rs. 62.18 Lacs as against total revenue of Rs. 6405.62 Lacs and netloss before exceptional items of Rs. 206.18 Lacs during the previous financial year ended31.03.2015. During the current year the Company expects further improvement in its workingresults and the management is making vigorous efforts in this direction.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to General Reserve for theFinancial Year 31st March 2016.

EXPANSION AND MODERNIZATION

The company continues to modernize its Plant and Machinery and add balancing equipment.This would enable the company to improve productivity and widen its product range andimprove the quality of its products.

PUBLIC DEPOSIT

Our company has not accepted any public deposits during the Financial Year and as suchno amount of principal or interest was outstanding as on March 31 2016.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

(a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

(b) the Directors have 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 as at March 31 2016 and of the profitand loss of the company for that period;

(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 on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company uses ERP (Enterprise Resource Planning) system to record data foraccounting. The Company has in place adequate internal financial controls with referenceto financial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

The Company Internal Auditors have conducted periodic audit to provide reasonableassurance that the Company's established policies and procedures have been followed. TheAudit Committee reviewed the internal controls and financial reporting issues withInternal Auditors and Statutory Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Pursuant to the provisions of section 149 of the Act Smt Ruchi Vij wasappointed as independent director at the 43rd Annual General Meeting of the Company heldon September 24 2015.

ii. The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of Independence as prescribed both underthe Companies Act 2013 and Regulation 16(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

iii. As per the provisions of Companies Act 2013 Shri R.K. Rajgarhia retires byrotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.The Board recommends his re-appointment. The brief resume and others details as requiredunder SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 andCompanies Act 2013 are provided in the Notice of Annual General Meeting of the Company.

iv. Pursuant to the provisions of Section 203 of Companies Act 2013 on 28.05.2015your Company has appointed Shri Mohinder Nagpal as CFO and Miss Seepika Gupta as CompanySecretary of the Company.

v. "Pursuant to the provisions of the Companies Act 2013 and Regulation 34 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Nominationand Remuneration Committee has carried out evaluation of every Director’sperformance. The Independent Directors in a separate meeting has also carried out theperformance evaluation of the Non-Independent Directors and the Board as a whole and ofthe Chairman of the company and has reviewed the performance of the SecretarialDepartment. The performance evaluation of all the Independent Directors has been done bythe entire Board excluding the Director being evaluated. The Directors expressed theirsatisfaction with the evaluation process".

AUDITORS

STATUTORY AUDITORS

At the Annual General meeting held on 29th September 2014 M/s Jagdish Sapra &Co. Chartered Accountant were appointed as Statutory Auditors of the Company to hold theoffice till the conclusion of the 45th Annual General Meeting subject to annualratification by the members at the Annual General Meeting in accordance with theprovisions of Section 139 of the Companies Act 2013 and rules there under. Accordinglythe appointment of M/s Jagdish Sapra & Company Chartered Accountant as statutoryauditors of the Company is placed for ratification by the shareholders. In this regard theCompany has received a certificate from the auditors to the effect that if they arere-appointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and as recommended byAudit Committee the Board has re-appointed Mr. Ravi Sharma Practicing Company Secretaryand Managing Partner at RSM & Co. Company Secretaries to undertake the SecretarialAudit of the Company for the financial year ended 31.03.2016.

The Report of the Secretarial Audit Report is annexed herewith as ANNEXURE - I tothis Report. The Report is self explanatory.

INTERNAL AUDITOR

Pursuant to provisions of Section 138 of the Companies Act 2013 and as recommended byAudit Committee the Board of Directors has re-appointed M/s Sapra & Kalra CharteredAccountant New Delhi as Internal Auditors of the Company for the financial year 2016-17.

AUDITORS REPORT

The Auditors' Report read with notes to the financial statements is self-explanatoryand does not call for any further explanations by the Board. The Auditor's Report does notcontain any qualification reservation or adverse remark.

BOARD MEETINGS

The Board of Directors duly met 4 (Four) times in respect of which proper notices weregiven and the proceedings were properly recorded and signed. The Board has complete accessto all information with the Company. All Board meetings are governed by a structuredagenda which is backed by comprehensive background information.

COMMITTEES OF THE BOARD

Currently the Board has four committees they are:

AUDIT COMMITTEE

Chairman - Shri S L Keswani

Member(s) - Shri Harpal Singh Chawla Smt Ruchi Vij

The Audit Committee meets at due intervals to conduct the required business. Thecomposition role functions and powers of the Audit Committee are in accordance with theapplicable laws and the listing regulations with the Stock Exchange.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Chairman - Shri S L Keswani

Member(s) - Shri Sanjay Rajgarhia

The composition role functions and powers of the Stakeholders Relationship Committeeare in accordance with the applicable laws and the listing regulations with the StockExchange.

NOMINATION AND REMUNERATION COMMITTEE

Chairman - Shri S L Keswani

Member(s) - Shri Harpal Singh Chawla Smt. Ruchi Vij

The composition role functions and powers of the Nomination and RemunerationCommittee are in accordance with the applicable laws and the listing regulations with theStock Exchange. The policies of the Company are attached herewith marked as ANNEXURE -II to this Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Chairman - Shri Sanjay Rajgarhia

Member(s) - Shri Harpal Singh Chawla Smt. Ruchi Vij

The said Committee recommends to the Board the CSR projects/activities to beundertaken by the Company monitors the implementation of the CSR Policy and reports tothe Board of Directors.

Annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been appended as "ANNEXURE - III"and forms integral part of this Report.

COMPANY POLICIES

Perfectpac Limited has formulated various policies applicable on the Company as per theprovisions of Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.

S. No. Policy Applicability
1 Vigil mechanism - whistle blower policy The Company has a Whistle Blower Policy to deal with instances of unethical behavior actual or suspected fraud or violation of the company's code of conduct. The Policy on Vigil Mechanism / Whistle Blower may be accessed on the Company’s website at the link http://perfectpac.com/pdf/ Vigil%20mechanis-whistle%20blower%20policy.pdf.
2 Related Party Transactions All transactions entered into with Related Parties as defined under the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act 2013. All related party transactions during the year 2015-16 are disclosed in Form No. AOC - 2 in ANNEXURE - IV. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company’s website at the link http://perfectpac.com/pdf/perfectpac%20Limited%20related%20 party%20policy.pdf.
3 Prevention of Sexual Harassment The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013" the Company has in place a formal policy for prevention of sexual harassment of its women employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
4 Nomination and Remuneration Policy The Board has on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors Senior Management and their remuneration. The policy may be accessed on the Company's website at the link http://perfectpac.com/pdf/Nomination %20and%20remuneration%20 policy.pdf.
5 Policy for Determining Materiality for Disclosures This policy applies to disclosure of events affecting Perfectpac Limited. The policy may be accessed on the Company’s website at the link http://perfectpac.com/pdf/Policy%20on%20 materiality %20of%20events.pdf.
6 Documents Retention and Archival Policy This policy deals with retention and archival of corporate records of Perfectpac Limited. The policy may be accessed on the Company’s website at the link http://perfectpac.com/policy%20 on%20preservation%20of%20documents.pdf.
7 Corporate Social Responsibility Committee On recommendation of CSR committee the Board of Directors of your Company approved Corporate Social Responsibility Policy which may be accessed at the following link: http:// perfectpac.com/pdf/csr-policy.pdf

PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed details as required under Section 134(3) (m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are annexed as ANNEXURE - V to thisReport.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of remuneration paid to the employees as required to be disclosed undersection 197(12) of the Act read with Rule 5 of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 are set out in ANNEXURE - VI attachedhereto and form part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as ANNEXURE - VII.

CORPORATE GOVERNANCE

The Company has implemented Corporate Governance practices. The report on CorporateGovernance as stipulated under the Listing Agreement forms an integral part of thisReport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of Corporate Governance is attached to the Report on CorporateGovernance as ANNEXURE - VIII to this Report.

UNCLAIMED SHARES

As on 31st March 2016 the Company does not have any unclaimed shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year 2015-16 under review asstipulated under Regulation 34(e) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 with the Stock Exchanges is presented in a separate section formingpart of the Annual Report.

STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysisdescribing the Company’s objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

GENERAL

No significant or material orders were passed by the regulators or Courts or Tribunalswhich impact the going concern status and Company's operation in future.

APPRECIATION

The Directors acknowledge that the performance of the Company during the year 2015-16could be made possible only with the collective contribution and excellent performance ofthe Associates both in terms of operational parameters and also at the market place. TheDirectors express their appreciation for the support received from Associates of theCompany Shareholders Vendors Customers and other Stakeholders.

for and behalf of the Board
Place : New Delhi R. K. RAJGARHIA
Dated : August 09 2016 Chairman
(DIN 00141766)

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 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

PERFECTPAC LIMITED

CIN : L72100DL1972PLC005971 Regd Office: 910 Chiranjiv Tower 43 Nehru Place NewDelhi 110 019

We have conducted the Secretarial Audit of the compliances of applicable statutoryprovisions and the adherence to good corporate practices by PERFECTPAC LIMITED (hereinaftercalled the Company"). The Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts / statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company’s 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 authorised representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the Financial Year ended on March 31 2016 complied withthe statutory provisions listed hereunder and also that the Company has proper Board -Processes and Compliance – Mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:-We have examined the books papers minutebooks forms and returns filed and other records maintained by the Company for theFinancial Year ended on 31st March 2016 according to the provisions of :–

1. The Companies Act 2013 ("the Act") and Rules made thereunder asamended/modified;

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 Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

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 1992 (upto May 14 2015) and Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 (with effect from May 15 2015) ;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the auditperiod)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; and The Securities and Exchange Board ofIndia ( Share Based Employee Benefits) Regulations 2014 notified on 28th October2014 (Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008. (Not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrar to an Issue and ShareTransfer Agents) Regulations 1993 regarding Companies Act and dealing with client; (Notapplicable as the Company is not registered as Registrar and Transfer Agent during theaudit period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the Company during the audit period ); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998. (Not applicable to the Company during the audit period); and (i) Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015

6. We further report that having to the compliance system prevailing in the Companyand on examination of the relevant documents and records in pursuance thereof on testcheck basis the Company has complied with the following laws as applicable to theCompany;

(i) Factories Act 1948 and rules made there under; (ii) The Air ( Prevention andControl of Pollution) Act 1981 and Rules made thereunder; (iii) The EnvironmentProtection Act 1986 and Rules made thereunder; (iv) The Water (Prevention and Control ofPollution) Act 1974 and Rule made thereunder; (v) Contract Labour (Regulation &Abolition ) Act 1970 and rules made thereunder; (vi) Petroleum Act 1934 and Rules madethereunder; (vii) Explosives Act 1884 and Explosive Rules 2008;

7. We further report that the compliances by the Company of applicable financial lawslike direct and indirect tax laws has not been reviewed in this Audit since the same havebeen subject to review by statutory financial audit and other designated professionals.

8. We have also examined the compliances with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) Listing Agreements entered into with BSE Limited and Calcutta Stock ExchangeLimited upto November 30 2015 and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 effective from December 12015.

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

9. We further report that:-

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The Changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act; Adequate notice is given to allDirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarification on the agenda items before the meeting and for meaningfulparticipation at the meeting; and Majority of decisions at Board Meetings and CommitteeMeetings are carried out unanimously as recorded in the minutes of meetings of the Boardof Directors or committee of the Board as the case may be.

There are adequate systems and processes in the Company commensurate with the size andoperations of the company to monitor and ensure compliances with applicable laws rulesregulations and guidelines.

10. We further report that following was the observation of our audit: a) During theyear the Company has restructured the composition of Nomination and RemunerationCommittee to comply with the provisions of SEBI (LODR) Regulations 2015. b) Only threeAudit Committee Meetings held in the financial year 2015 -16 because the Committee wasconstituted by Board of Directors on 28.05.2016 to comply with the provisions of CompaniesAct 2013 and Listing Agreement with stock Exchange.

We further observed that to maintain the ethics of good Corporate Governance Companyhas made the disclosure of above observation in its Corporate Governance Report filed withstock exchange.

11. We further report that during the audit period there were no instances of :(i)Public / Rights / Preferential Issue of Shares / Debenture / Sweat Equity; (ii) Redemption/ Buy-back of Securities; (iii) Merger / Amalgamation / Reconstruction etc.;

This report is to be read with our letter of even date which is annexed as "Annexure-A"and form an integral part of this report.

For RSM & CO.
Company Secretaries
RAVI SHARMA
Place : New Delhi Partner
Dated : August 05 2016 FCS NO. 4468 C. P. NO. 3666

ANNEXURE-A

The Members

PERFECTPAC LIMITED

CIN : L72100DL1972PLC005971 Regd Office: 910 Chiranjiv Tower 43 Nehru Place NewDelhi 110 019

Our Report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on the Secretarial Records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverifications were done on the test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial and books ofaccounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliances of Laws Rules and Regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable Laws rule andregulations standards is the responsibility of the Management. Our examination waslimited to the verification of procedures on test basis.

6. Our Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficiency or effectiveness with which the Management has conductedthe affairs of the Company

For RSM & CO.
Company Secretaries
RAVI SHARMA
Place : New Delhi Partner
Dated : August 05 2016 FCS NO. 4468 C. P. NO. 3666

ANNEXURE-II TO DIRECTORS’ REPORT

A) POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

This policy set out the guiding principles for the Nomination and RemunerationCommittee and Human Resources for identifying persons who are qualified to becomeDirectors and to determine the Independence of Directors in case of their appointment asIndependent Directors of the Company.

In this policy the following terms shall have the following meanings: "Director"means a Director appointed to the Board of a Company."Nomination andRemuneration Committee" means committee constituted in accordance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (ListingObligation and Disclosure Requirements) Regulation 2015. "IndependentDirector" means an Independent Director referred to in sub section (6) of section149 and Regulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015.

1. Policy for selection of Directors

Appointing Directors that are able to demonstrate to the satisfaction of the Boardthe following attributes skills and abilities:

• ?a reputation for high standards of personal and professional ethics andintegrity;

• ?the ability to form an independent view of matters before the Board usinghis/her own skills and experience; ??the ability to interpret financial statements;

• ?general understanding of the Company's business dynamics;

1.1. The proposed appointee shall also fulfill the following requirements

• Shall possess a Director Identification Number;

• Shall not be disqualified under the Companies Act 2013;

• Shall give his/her written consent to act as a Director;

• Shall abide by code of conduct for Board Members and Senior Management;

• Shall disclose his/her concern or interest in any Company or Companies or BodiesCorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every Financial Year and thereafter whenever there is achange in the disclosures already made.

• Such other requirements as may be prescribed from time to time under theCompanies Act 2013 Listing Agreements and other relevant laws.

2. Criteria of Independence

The criteria of independence as laid down in Companies Act 2013 and Regulation 16 ofSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 is as below: AnIndependent Director in relation to a company means a Director other than a ManagingDirector or a Whole-time Director or a Nominee Director -

i. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

ii. i. who is or was not a promoter of the company or its holding subsidiary orassociate company;

ii. who is not related to promoters or directors in the company its holdingsubsidiary or associate company;

iii. who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

iv. none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or Directorsamounting to two percent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

v. who neither himself nor any of his relatives:

i. holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

ii. is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of: A. a firm of auditors or company secretaries in practice or cost auditorsof the company or its holding subsidiary or associate company; or B. any legal or aconsulting firm that has or had any transaction with the company its holding subsidiaryor associate company amounting to ten percent or more of the gross turnover of such firm;

iii. holds together with his relatives two percent. or more of the total voting powerof the company; or

vi. who possesses appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations or other disciplines related to the Company's business

vii. who is not less than 21 years of age.

viii. The Independent Directors shall abide by the provisions specified in Schedule IVof the Companies Act 2013.

3. Other Directorships

• A Director shall not serve as Director in more than 20 Companies of which notmore than 10 Companies shall be Public Limited Companies.

• ?A Director shall not serve as Independent Director in more than 7 ListedCompanies and 3 listed companies in case he is serving as a Whole-time Director in anyListed Company.

• ?A Director shall not be a member in more than 10 Committees or act as Chairmanof more than 5 Committees across all Companies in which he holds Directorship.

B) REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

This policy set out the guiding principles for the Nomination and RemunerationCommittee and Human Resources for recommending to the Board the remuneration of theDirectors Key Managerial Personnel and other employees of the Company.

In this policy the following terms shall have the following meanings: "Director"means a Director appointed to the Board of a Company. "Key ManagerialPersonnel" means i. the Chief Executive Officer or the managing director or themanager; ii. the company secretary; iii. the whole-time director; iv. the Chief FinancialOfficer; and v. such other officer as may be prescribed under the Companies Act 2013

"Nomination and Remuneration Committee" means committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

1. Remuneration to Non-executive Directors

Non-Executive Directors are paid remuneration in the form of sitting fees for attendingthe Board Meetings as fixed by the Board of Directors from time to time subject tostatutory provisions.

2. Remuneration to MD Executive Directors Key Managerial Personnel and otheremployees

While deciding the remuneration of Managing Director and Executive Directors theNomination and Remuneration Committee and the Board should consider pay and employmentconditions in the industry and merit and seniority of the person.

The term of office and remuneration of Managing Director and Executive Directors aresubject to approval of the Board of Directors shareholders and the limit laid down underthe Companies Act 2013 from time to time. Remuneration of KMP and other employees isdecided by the Managing Director on the recommendation by the Nomination and RemunerationCommittee.

for and behalf of the Board
Place : New Delhi R. K. RAJGARHIA
Dated : August 09 2016 Chairman
(DIN 00141766)

ANNEXURE - IV TO DIRECTORS' REPORT

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 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis:

a) Name(s) of the related party and nature of relationship
b) Nature of contracts / arrangements / transactions
c) Duration of the contracts / arrangements / transactions
d) Salient terms of the contracts or arrangements or transactions including the value if any The Company has not entered into any contract or arrangement with its related parties which is not at arm's length during Financial
e) Justification for entering into such contracts or arrangements or transactions Year 2015-16
f) Date(s) of approval by the Board
g) Amount paid as advances if any
h) Date on which the resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transaction at arm's lengthbasis

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advances if any Date on which the resolution was passed in general meeting as required under first proviso to section 188
NA NA NA NA NA NA NA NA

Transactions like payment of remuneration are as per the terms approved by the Boardand shareholders as per applicable provisions. Transaction relating to contribution to CSRactivities was made in compliance with the requirements of the Section 135 of theCompanies Act 2013 after due approvals. Please refer CSR section in Board's report formore details in this regard.

for and behalf of the Board
Place : New Delhi R. K. RAJGARHIA
Dated August 09 2016 Chairman
(DIN 00141766)

ANNEXURE - V TO DIRECTORS’ REPORT

PARTICULARS REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES 2014.

A) CONSERVATION OF ENERGY

The Company is taking concentrated steps to optimize use of energy and reduce theconsumption per unit of production.

B) RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

The Company is continuously analyzing recurring quality problems to reduce processingcost and improvement in product performance. As a result of the above R&D losses dueto quality problems we reduced.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO (RS.)

2015-2016 2014-2015
Earnings - -
Outgo 67364450 60674690

ANNEXURE - VI TO DIRECTORS' REPORT

Statement of Disclosure of Remuneration under Section 197 of the Companies Act 2013and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

i. Ratio of remuneration of each Executive Director to the median remuneration ofEmployees of the Company for the financial year 2015-16 the percentage increase inremuneration of Chairman & Managing Director Executive Directors CFO and CompanySecretary during the financial year 2015-16 and Comparison on the Remuneration of KMPagainst performance of the Company

No. Director/KMP Remuneration of each Director to median remuneration of employees Remuneration Remuneration of KMP against performance of the Company
1 Shri Sanjay Rajgarhia Managing Director 20.44:1 20.70% In the current Financial
2 Shri Mohinder Nagpal CFO 3.03:1 N.A. Year the Company has performed well in terms of revenue and profit.
3 Miss Seepika Gupta Company Secretary 0.71:1 N.A.

Note: The Non-Executive Directors of the Company are entitled for sitting fees. Thedetail of remuneration of Non-Executive Directors is provided in Corporate GovernanceReport and is governed by the Remuneration Policy. The ratio of remuneration andpercentage increase for Non-executive Directors remuneration is therefore not consideredfor the purpose above.

ii. Particulars Details
1 % increase in the median remuneration of employee for the financial year. 11%
2 Total number of employees of the Company as on 31st March 2016 205
3 Explanation on the relationship between average increase in remuneration and Company performance The revenue growth during the financial year 2016 over the financial year 2015 was 6%. The average increase in remuneration of employees excluding Executive Directors during the Financial Year was 11.65%
4 Key parameters for any variable component of remuneration availed by the Directors N.A.
ii.
5(i) Variation in market capitalisation of the Company Market Capitalization of the Company has been decreased from Rs 533.43 Lacs as on 31st March 2015 to Rs 531.43 Lacs as on 31st March 2016
(ii) Variation in price earning (PE) ratio PE ratio was 2.14 at 31st March 2016 as compared to 0.16 at 31st March 2015
(iii) Percentage increase over decrease in the market quotation of the shares of the Company in comparison to the rate at which the Company came out with the last public offer The closing price of the Company's Equity share on BSE as on 31st March 2016 was Rs 39.90 (Rs 40.05 on 31st March 2015) representing approx 1.5 times increase over last right issue.
6. Average percentile increase in the salaries of employees excluding managerial personnel during financial year 2015 and comparison with the percentile increase in remuneration of Executive Directors and justification thereof Average percentile increase in the salaries of employees excluding managerial personnel during financial year 2015 was 11%. Whereas average increase in remuneration of Executive Directors was 12%. The increased remuneration to the Directors was owing to their qualification responsibilities and experience.

iii. The ratio of the remuneration of the highest paid Director to that of theemployees who are not Directors but receive remuneration in excess of the highest paidDirector during the year: There is no employee who receives remuneration in excess ofremuneration paid to the highest paid Director. iv. Affirmation that the remuneration isas per the remuneration policy of the Company: Remuneration is as per the Nomination andRemuneration policy of the Company.

for and behalf of the Board
Place : New Delhi R.K. RAJGARHIA
Dated August 09 2016 Chairman
(DIN 00141766)

Name of Employees of the Company as per Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

1. Employed throughout the year and in receipt of remuneration in aggregate of not less than Rs. 1.02 Crore. NIL
2. Employed for part of the year and in receipt of remuneration of not less than Rs.8.50 lacs per month NIL

NOTE:

Shri R K Rajgarhia is related to Shri Sanjay Rajgarhia Managing Director of thecompany.

for and behalf of the Board
Place : New Delhi R.K. RAJGARHIA
Dated August 09 2016 Chairman
(DIN 00141766)