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Punit Commercials Ltd.

BSE: 512099 Sector: Consumer
NSE: N.A. ISIN Code: INE750G01019
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OPEN 17.90
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Punit Commercials Ltd. (PUNITCOMMERCIAL) - Director Report

Company director report

TO THE MEMBERS OF PUNIT COMMERCIALS LIMITED

The Directors take pleasure in presenting the Thirty First Annual Report together withthe audited financial statements for the year ended 31st March2016.

1. FINANCIAL RESULTS

Key highlights of financial results for Punit Commercials Limited for the financialyear 2015-16 is tabulated below:

Year Ended 31st March2016 Year Ended 31st March2015
Sales 0 33039047
Other operating Income 0 1133866
Other non-operating Income 853918 6137008
Total Income 853918 40309921
Expenditure 1802167 38849176
Interest 1503493 1251223
Depreciation 143690 106510
Total Expenditure 3449350 40206909
Profit(+) Loss(-) (2595432) 103012
Provision for Taxation - -
(Add) / Less: Deferred Tax (20288) (6685)
Short / (Excess) Provision of earlier Years - -
Net profit/(loss )after tax (2575145) 109698
Balance brought forward from last year 12888609 12789911
Balance carried forward to the Balance Sheet 10313465 12888609

2. HIGHLIGHTS OF PERFORMANCE

• Total income for the year decreased by 97.88% to Rs.853918/- as compared toRs.40309921/- in 201415.

• Total net sales for the year was Rs.Nil/- as compared to Rs.33039047/- in2014-15a decrease of 100.00%

• Total profit before tax for the year was Rs.(2595432)/- as compared toRs.103012/- in 2014-15.

3. BUSINESS OPERATIONS

The goal of the Company is to manufacture and market high quality diamond products thatexcite and attract consumers.The Company believes that the best way of creating value isthrough a fully integrated business modelbenefiting from efficiency gains and betterproduct controL

There was no change in nature of business of the Companyduring the year under review.

4. DIVIDEND

With a view to deploy the profits into the existing operations of the companyBoard ofDirectors recommended any dividend for the year.

5.TRANSFER TO RESERVES

The Board of Directors has not recommended transfer of any amount to reserves.

6.SHARE CAPITAL

The paid up Equity Share Capital as on 31st March2016 was Rs.24 Lacs.During the yearunder reviewthe Company has not issued shares with differential voting rights nor grantedstock options nor sweat equity.There was no change in the Company’s share capitalduring the year under review.

7. DEPOSITS

The Company has not accepted deposit from the public and shareholders falling withinthe ambit of Section 73 of the Companies Act2013 and the Companies (Acceptance ofDeposits) Rules2014.Hencethe requirement for furnishing details of deposits which arenot in compliance with the Chapter V of the Act is not applicable.

8. PARTICULARS OF LOANSGUARANTEES OR INVESTMENTS

Details of LoansGuarantees and Investments covered under the provisions of Section 186of the Companies Act2013 are given in the notes to the Financial Statements.

9. SUBSIDIARY COMPANIES

The Company has no Subsidiary Company.

10. DIRECTORS

10.1 Retirement by Rotation

Pursuant to Section 152 (6) of the Companies Act2013 and in terms of the Articles ofAssociation of the CompanyMr.Nirav MehtaDirectorretires by rotation at the forthcomingAnnual General Meeting.Being eligiblehe offers himself for re-appointment.

10.2 Board Evaluation

The Board carried out an annual performance evaluation of its own performancetheindividual Directors as well as the Board Committeesin due compliance with the provisionsof the Companies Act2013 and the SEBI (LODR) Regulations2015.The performance evaluationof the Independent Directors was carried by the entire Board and the performanceevaluation of the Chairman and Non - Independent Directors was carried out by theIndependent Directors.

The Board evaluation was carried out in accordance with the criteria laid down in theNomination and Remuneration policy of the Company.

10.3 Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Actread with Rule 8(5) (iii) of theCompanies (Accounts) Rules2014 framed thereunder.

1. Mr.Nirav MehtaManaging Director

2. Mrs.Fatima DsouzaCFO

None of the Key Managerial Personnel have resigned during the year under review.

10.4 Remuneration Policy

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act2013formulated the policy setting out the criteria for determiningqualificationspositive attributesindependence of a Director and policy relating toremuneration for DirectorsKey Managerial Personnel and

Senior Management Employees.The detail of the same has been disclosed in the CorporateGovernance Report.

10.5 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year the Company has held 4 (Four) Board Meetings which were held on 30thMay2015; 12th August2015; 7th November2015 and 12thFebruary2016.The maximum interval between any two meetings did not exceed 120 days.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by themyour Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act2013:

a) that in the preparation of the annual financial statements for the year ended 31stMarch2016the applicable accounting standards have been followed along with properexplanation relating to material departuresif any;

b) that such accounting policies as mentioned in Note 1 of the Notes to the FinancialStatements have been selected and applied consistendy and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March2016 and of the profit of the Company for theyear ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

12. PLEDGE OF SHARES

None of the equity shares of the Directors of the Company are pledged with any banks orfinancial insdtutions-

13. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business.There are nomaterially significant related party transactions made by the Company withPromotersDirectorsKey Managerial Personnel or other designated persons which may have apotential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval.Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature.The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.

14.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

15. DISCLOSURES UNDER SECTION 134 (3) (1) OF THE COMPANIES ACT2013

No material changes and commitments which could affect the Company’s financialposition have occurred between the end of the financial year of the Company and date ofthis report.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTIONPROHIBITION AND REDRESSAL) ACT2013

The Company has in place an And Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (PreventionProhibition Sc Redressal)Act2013.Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.All employees(permanentcontractualtemporarytrainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16:

Particulars Number of Complaints
Number of complaints received Nil
Number of complaints disposed off Nil

17. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIESJOINT VENTURES ORASSOCIATE COMPANIES

There are no companies which have become or ceased to be its SubsidiariesJoint Ventureor Associate Companies during the financial year 2015-16.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility underSection 135 of the Companies Act2013 is not applicable to the Company.

19. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The paid up share capital of the Company is Rs.24 Lacs as on 31st March2016.Thereserve and surplus is Rs.

105.58 Lacs.Accordinglythe paid up capital and net worth is below the prescribed limitfor mandatory applicability of Corporate Governance clause.The Company has decided not toopt for compliance of Risk Management policy of Regulation 21 read with regulation 15 ofSEBI Regulations for the time being due to the size of the business and the Company hasnot formed Risk Management Committee as it is not applicable under regulation 21 of theSEBI (LODR) Regulations2015.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control Systemcommensurate with the sizescale andcomplexity of its operations."The scope and authority of the Internal Audit (IA)function is defined in the Internal Audit Charter.To maintain its objectivity andindependencethe Internal Audit function reports to the Chairman of the Audit Committee ofthe Board.

The Company monitors and evaluates the efficacy and adequacy of internal control systemin the Companyits compliance with operating systemsaccounting procedures and policies atall locations of the Company.Based on the report of internal audit functionprocess ownersundertake corrective action in their respective areas and thereby strengthen the controls.

21 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagementifany.The details of the Whistle Blower Policy are explained in the Corporate GovernanceReport.

22.AUDITORS

22.1 Statutory Auditors

The Company’s AuditorsM/s K.P.Mehta & Co.Chartered Accountantswho retire atthe forthcoming Annual General Meeting of the Companyare eligible for re-appointment.Theyhave confirmed their eligibility under Section 141 of the Companies Act2013 and the Rulesframed thereunder for reappointment as Auditors of the Company.As required underregulation 33 of SEBI (LODR) Regulations2015the auditors have also confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

22.2 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014the Company hasappointed M/s P.P.Shah & Co.Practicing Company Secretary to undertake the SecretarialAudit of the Company.The Report of the Secretarial Audit Report is annexed herewith as"Annexure A".

22.3 Qualifications in Secretarial Audit Report

a) Appointment of Company Secretary:

As per section 203 (1) (li)the Company is required to appoint Company Secretary.TheCompany has not appointed Company Secretaryconsequently the annual audited financialstatements an not signed by Company Secretary.In this regard the management of the Companyhas provided the following reply:

(i) The Company has appointed Mrs.Fatima DsouzaCFO as Compliance Officer of theCompany who looks after the compliance of Companies Act2013 and SEBI Act and rules madethereunder

(ii) The Company has availed the services of Practicing Company Secretary for advisingon compliance of Companies Act2013 and SEBI Act and rules made thereunder

(iii) The Volume and Scope of work for the Company Secretary is less and it is not afull time work and the job of Company Secretary is not attractive commensurate with thescope of work and salary

b) Appointment of Internal Auditor

As per section 138 of the Companies Act2013the Company is required to appointInternal Auditor.The Company has not appointed Internal AuditorIn this regard themanagement of the Company has provided the following reply:

i) The size of operation of the Company is very smallit is not viable to appointInternal Auditor but the Company has established the internal control system.

c) E-Voting in Annual General Meeting:

As per rule 20 of Companies (Management and Administration) Rules2014every listedcompany or a company having more than 1000 members must provide e-voting facility to itsmembers while seeking their approval on resolutions proposed in the General Meeting.TheCompany did not provide e-voting facility to its members in respect of resolutions passedat the 30th Annual General Meeting held on Friday28th August2015.In this regard theManagement has given the following reply:

"The Company is having 11 shareholders under public category and 3 shareholdersunder promoter category.Of the 11 shareholders from public category1 is the director ofthe Company and another is employee of the Company.Hence the cost for availing e-voting isnot viable."

d) Composition of Audit Committee & Nomination and Remuneration Committee

As per section 149 of the Companies Act2013the company is required to have one thirdof total Directors as Independent Directors.The Company is having 3 Directors of which 2are promoters (1 is Managing Director and 1 is Non-Executive Director) and 1 isIndependent Director.Accordinglythe Company has complied with the provisions of Section149 of the Companies Act2013.Howeverowing to such composition of the Board ofDirectorsthe composition of Audit Committee & Nomination and Remuneration Committeeis not in lint with the requirements of Section 177 and 178 of the Companies Act2013.Thesame has been explained below:

Composition of Audit Committee:

As per Section 177 of the Companies Act2013the Board of Directors of every listedcompany shall constitute an Audit Committee comprising of a minimum of 3 Directors withIndependent Directors forming a majority.Since the Company has only 1 IndependentDirectorhence its Audit Committee is not as per the requirements of Section 177 of theCompanies Act2013.Howeverthe composition of Board of Directors is as per the provisionsof the Section 149 of the Companies Act2013.

Composition of Nomination and Remuneration Committee:

As per Section 178 of the Companies Act2013the Board of Directors of every listedcompany shall constitute an Nomination and Remuneration Committee comprising of a minimumof 3 Non-Executive Directors of which one half shall be Independent Directors.Since theCompany has only 1 Independent Director and 1 Non-Executive Directorhence its Nominationand Remuneration Committee is not as per the requirements of Section 178 of the CompaniesAct2013.Howeverthe composition of Board of Directors is as per the provisions of theSection 149 of the Companies Act2013.

23. CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from M/s.P.P.Shah &Co.Practicing Company Secretaries regarding compliance with the conditions of CorporateGovernance is given in a separate section and forms part of the Annual Report.Furtheradeclaration signed by the Managing Directoraffirming compliance with the code of conductby all the Board members and senior management personnel along with certificate requiredunder Schedule V (D) of SEBI (LODR) Regulations2015is also given in this Annual Report

24. MANAGEMENT DISCUSSION AND ANALYSIS

The Company has opted for exemption under Regulation 15 (2) of SEBI (LODR)Regulation2015 in respect of report on Management Discussion and Analysis.

25. ENERGY CONSERVATIONTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energytechnology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act2013 read withRule 8 of the Companies (Accounts) Rules2014is as under

A. Conservation of Energy

The operations of the Company are not energy intensive.Howeverwherever possible theCompany strive to curtail the consumption of energy on continued basis.

B.Technology absorptionadaptation and innovation

No expenditure has been incurred by the Company on research and Development activitiesduring the year under review.

C. Foreign Exchange Earning & Outgo

Foreign Exchange Earnings/Outgo 31/03/2016 31/03/2015
Foreign Exchange Earned 0 1352156
Foreign Exchange Outgo 0 396122

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".

27. PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing monthly remuneration of Rs.500000/- permonth or Rs.6000000/- per annum.Hencethe Company is not required to disclose anyinformation as per Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014.

28. HUMAN RESOURCES

The relations of the employees of the Company have been cordial during theyear.Employees are considered to be team members being one of the most critical resourcesin the business which maximize the effectiveness of the Organization.Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Company's Polices and Systems.The Companymaintains healthycordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.

29. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations.The Company's policy requires conduct of operations in such a mannerso as toensure safety of all concernedcompliances of environmental regulations and preservationof natural resources.

30. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most importantstakeholders.Accordinglyyour Company's operations are committed to the pursuit ofachieving high levels of operating performance and cost competitivenessconsolidating andbuilding for growthenhancing the productive asset and resource base and nurturing overallcorporate reputation.Your Company is also committed to creating value for its otherstakeholders by ensuring that its corporate actions positively impact the socio-economicand environmental dimensions and contribute to sustainable growth and development.

31. GREEN INITIATIVES

Electronic copies of the Annual Report 2015-16 and Notice of the 31st Annual GeneralMeeting are sent to all members whose email addresses are registered with the Company/Depository Participant(s).For members who have not registered their emailaddressesphysical copies of the Annual Report 2015-16 and the Notice of the 31st AnnualGeneral Meeting under Section 101 of the Companies Act2013 are sent in the permittedmode.Members requiring physical copies can send a request to the Company.

Your Company provides e-voting facility to all its members to enable them to cast theirvotes electronnicalls all resolutions set forth in the Notice.This is pursuant to theSection 108 of the Companies Act 2013 20 of the Companies (Management and Administration)Amendment Rules2015.

32.ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizationsand Agencies for the continued help and co-operation extended by them The Directors alsogratefully acknowledge all stakeholders of the Companyviz.customersmembersdealersvendorsbanks and other business partners for the excellentsupport received from them during the year.The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

33.CAUTIONARY STATEMENT

Statements in the Board’s Report describing the Company's objectivesexpectationsor forecasts may be forward-looking within the meaning of applicable securities laws andregulations.Actual results may differ materially from those expressed in thestatement.Important factors that could influence the Company’s operations includeglobal and domestic demand and supply conditions affecting selling prices of finishedgoodsinput availability and priceschanges in government regulationstax lawseconomicdevelopments within the country and other factors such as litigation and industrialrelations.

For and on behalf of the Board of Directors
Place: Mumbai (Nicav Mehta) (Sujit Mehta)
Date: 30th May2016 Managing Director Director

SECRETARIAL AUDIT REPORT FORM NO.MR-3

FOR THE FINANCIAL YEAR ENDED MARCH2016

[Pursuant to section 204(1) of the Companies Act2013 and rule No.9 of the Companies(Appointment and

Remuneration Personnel) Rules2014]

To

The Members

Purit Commercials Ltd

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Punit Commercials Limited(hereinafter called the company).Secretarial Audit was conducted in a manner that providedme a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on my verification of the bookspapersminute booksforms and returns filed andother records maintained by the Company and also the information provided by theCompanyits officersagents and authorized representatives during the conduct ofsecretarial auditI hereby report that in my opinionthe Company hasduring the auditperiod covering the financial year ended on 31st March2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance- mechanism in place to the extentin the manner and subject to the reportingmade hereinafter:

I have examined the bookspapersminute booksforms and returns filed and other recordsmaintained by the Company for the financial year ended on 31st March2016according to the provisions of:

1 The Companies Act2013 (the Act) and the rules made thereunder

2. The Securities Contracts (Regulation) Act1956 (‘SCRA’) and the rules madethereunder;

3. The Depositories Act1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act1999 and the rules and regulations made thereunderto the extent of Foreign Direct InvestmentOverseas Direct Investment and ExternalCommercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act1992 (‘SEBI Act)

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992 and The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;

(d) The Securities and Exchange Board Of India (Share Based Employee Benefits)Regulations2014; (Not Applicable to the Company during audit period).

(e) The Securities Exchange Board of India (Issue and Listing of DebtSecurities)Regulations2008.

(Not Applicable to the Company during audit period).

(f) The Securities Exchange Board of India (Registrar to an Issue and Share TransferAgent)Regulations1993.Regarding the Companies Act2013 and dealing with the clients.

(g) The Securities Exchange Board of India (Delisting of EquityShares)Regulations2009.(Not Applicable to the Company during audit period).

(h) The Securities Exchange Board of India (Buyback ofSecurities)Regulations1998.(Not Applicable to the Company during audit period).

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

1) Secretarial Standards issued by The Institute of Company Secretaries of Indiai.e.Secretarial Standards - 1 for Board Meetings and Secretarial Standards - 2 for GeneralMeetings.

2) The listing Agreements entered into by the Company with Bombay Stock ExchangeLimited;

3) SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

During the period under review the Company has complied with the provisions of theActRulesRegulationsGuidelinesStandardsetc mentioned above subject to the followingqualifications / observations:

A. Appointment of Company Secretary:

As per section 203 (1) (ii)the Company is required to appoint Company Secretary.TheCompany has not appointed Company Secretaryconsequently the annual audited financialstatements art not signed by Company Secretary.In this regard the management of theCompany has provided the following reply:

(i) The Company has appointed Mrs.Fatima DsouzaCFO as Compliance Officer of theCompany .who looks after the compliance of Companies Act2013 and SEBI Act and rules madethereunder

(ii) The Company has availed the services of Practicing Company Secretary for advisingon compliance of Companies Act2013 and SEBI Act and rules made thereunder

(iii) The Volume and Scope of work for the Company Secretary is less and it is not afull time work and the job of Company Secretary is not attractive commensurate with thescope of work and salary

B. Appointment of Internal Auditor

As per section 138 of the Companies Act2013the Company is required to appointInternal Auditor.The Company has not appointed Internal Auditor.In this regard themanagement of the Company has provided the following reply:

i) The size of operation of the Company is very smallit is not viable to appointInternal Auditor but . the Company has established the internal control system.

C.E-Voting in Annual General Meeting:

As per rule 20 of Companies (Management and Administration) Rules2014every listedcompany or a company having more than 1000 members must provide e-voting facility to itsmembers while seeking their approval on resolutions proposed in the General Meeting.TheCompany did not provide e-votingjaciHty to its members in respect oj resolutions passed atthe 3(f Annual General Meeting held on Friday28? August2015.In this regard theManagement has given the following reply:

"The Company is having 11 shareholders under public category and 3 shareholdersunder promoter category.Of the 11 shareholders from public category1 is the director ofthe Company and another is employee of the Company.Hence the cost for availing e-voting isnot viable."

D. Composition of Audit Committee & Nomination and Remuneration Committee

As per section 149 of the Companies Act2013the company is required to have one thirdof total Directors as Independent Directors.The Company is having 3 Directors of which 2are promoters (1 is Managing Director and 1 is Non-Executive Director) and 1 isIndependent Director.Accordinglythe Company has complied with the provisions of Section149 of the Companies Act2013.Howeverairing to such composition of the Board ofDirectorsthe composition of Audit Committee Nomination and Remuneration Committee is notin line with the requirements of Section 177 and 178 of the Companies Act2013.The samehas been explained below:

Composition of Audit Committee:

As per Section 177 of the Companies Act2013the Board of Directors of every listedcompany shall constitute an Audit Committee comprising of a minimum of 3 Directors withIndependent Directors forming a majority.Since the Company has only 1 IndependentDirectorhence its Audit Committee is not as per the requirements of Section 177 of theCompanies Act2013.Howeverthe composition of Board of Directors is as per the provisionsof the Section 149 of the Companies Act2013

Composition of Nomination and Remuneration Committee:

As per Section 178 of the Companies Act2013the Board of Directors of every listedcompany shall constitute an Nomination and Remuneration Committee comprising of a minimumof 3 Non-Executive Directors of which one half shall be Independent Directors.Since theCompany has only 1 Independent Director and 1 Non-Executive Directorhence its Nominationand Remuneration Committee is not as per the requirements of Section 178 of the CompaniesAct2013.Howeverthe composition of Board of Directors is as per the provisions of theSection 149 of the Companies Act2013.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors and Non-Executive Directorssubject to qualification in respect ofcomposition of the Audit Committee & Nomination and Remuneration Committee asexplained above.

The changes in the composition of the Board of Directors that took place during theperiod under review were carried out in compliance with the provisions of the Act

Adequate notice is given to all directors to schedule the Board Meetingsagenda anddetailed notes on agenda were sent at least seven days in advanceand 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 carried through while the dissenting members’ views arecaptured and recorded as pan 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 lawsrulesregulations and guidelines.

I further report that during the audit periodthere were no instances of:

1. Public/Right/Preferential issue of shares / debentures/sweat equityetc.

2. Redemption / buy-back of securities

3. Major decisions taken by the members in pursuance to section 180 of the CompaniesAct2013

4. Merger / amalgamation / reconstructionetc.

5. Foreign technical collaborations

Signature:
Pradip Shah
For P.P.Shah & Co.
Place: Mumbai Practicing Company Secretaries
Date: May 302016 FCS No.1483C P No.: 436