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Roxy Exports Ltd.

BSE: 539561 Sector: Others
NSE: N.A. ISIN Code: INE549S01010
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Roxy Exports Ltd. (ROXYEXPORTS) - Director Report

Company director report

To

The Members

Your Directors are pleased to present to the valued stakeholders the 28thAnnualReport of Roxy Exports Limited along with the Audited Financial Statements of theCompany for the Year ended March 31 2017.

FINANCIAL HIGHLIGHTS- AT A GLANCE

Overall Performance of your Company

• The Financial Year 2016-17 had been a little tumultuous for the Company as yourCompany has shown a conventional performance during the year under review. The net Profitsof your Company had gone down from 109748.93 (2015-16) to 33465.82 (2016-17).

The financial summary performance highlights operations/state of affair ofyour Company for the year are summarized below:

Amount (In Rupees)

PARTICULARS Standalone
2016-17 2015-16
Income from Business Operations 13326930.05 39331859.00
Other Income 1044924.20 3281510.47
Total Income 14371854.25 42613369.47
Less: Expenditure except Depreciation 14318105.43 42408899.54
Profit/Loss before Depreciation and Tax 53748.82 204469.93
Less: Depreciation 14296.00 94348.00
Profit/Loss before Tax 39452.82 110121.93
Less: Tax Expense 8000.00 26000.00
Add: Deferred Tax Asset 2013.00 25627.00
Net Profit/Loss after Tax 33465.82 109748.93
Earnings per share:
Basic 0.01 0.03
Diluted 0.01 0.03

DIVIDEND

With a view of augmenting financial resources for generating stable growth in futurethe Board of Directors of the Company have decided to carry forward entire profit andhence do not propose to recommend any dividend for the financial year on equity shares.

RESERVES

The Board proposes an amount of Rs. 33465.82 to be retained as Surplus.

DEPOSITS

During the year under review the Company has not accepted any deposits in terms of section73 of the Companies Act 2013 to be read with the Companies (Acceptance of Deposits)Rule 2014 as amended from time to time and also no amount was outstanding onaccount of principal or interest thereon as on the date of the Balance Sheet.

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2016-2017. Form AOC-1 is attached herewith as "AnnexureB".

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.

CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in nature of business of the Company.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

During the year under review no change has taken place in the composition of Board ofDirectors.

Further Mr. Amit Mittal shall retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013

All Independent Directors have given declarations under section 149(7) that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulations 2015.

DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS

During the period under review there were no changes in the Accounting treatment inthe Financial Statements for the financial year 2016-17 different from that as prescribedin Accounting Standards prescribed by the Institute of Chartered Accountants of India(ICAI).

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in Form MGT-9 is annexed herewith as "Annexure A".

NUMBER OF MEETINGS OF THE BOARD

During the year under review 10 Board Meetings 4 Audit Committee Meetings 1Nomination & Remuneration Committee Meeting

4 Stakeholders' Relationship Committee Meetings and 1 Internal Complaint CommitteeMeeting were convened and held. All the Meetings including Committee Meetings wereduly held and convened and the intervening gap between two consecutive meetings was withinthe period prescribed under the Companies Act 2013 to be read with the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulations 2015. The Composition of AuditCommittee is given below:

S.No. Name Category Category
(Whether Executive/Non-Executive/Independent Director)
1. Mr. Vinod Jain Chairperson Independent Director
2. Mr. Harpreet Malhi Member Independent Director
3. Mr. Vivek Marwaha Member Independent Director
4. Mr. Amit Mittal Member Executive Director

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015. TheComposition of the Committee is given below:

S. No. Name Category Category
(Whether Executive/Non-Executive/Independent Director)
1. Mr. Vinod Jain Chairperson Independent Director
2. Mr. Harpreet Malhi Member Independent Director
3. Mr. Vivek Marwaha Member Independent Director
4. Mr. Amit Mittal* Member Executive Director

*Mr. Amit Mittal left from the Nomination & Remuneration Committee as Member.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & Disclosure Requirement) Regulations 2015. The Compositionof the Committee is given below:

S. No. Name Category Category
(Whether Executive/Non- Executive/Independent Director)
1. Mr. Amit Mittal Chairperson Executive Director
2. Mr. Vinod Jain Member Independent Director
3. Mr. Vivek Marwaha Member Independent Director
4. Mr. Harpreet Malhi Member Independent Director

BOARD ANNUAL EVALUATION

The provisions of section 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Directors shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the Companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.

REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel andfixation of their remuneration thereof. The Policy contains inter-alia directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director etc.

FAMILIARIZATION POLICY

Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.

STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

The members at the Annual General Meeting held on September 30 2014 appointed M/sAnup Kumar Jain & Co. Chartered Accountants (Registration No. 033478N) asStatutory Auditors of the Company for a period of five years to hold office till theconclusion of 30th Annual General Meeting of the Company subject toratification at every AGM. Their appointment as per the provisions of the Companies Act2013 was subject to ratification by the members at every annual general meeting. They havesubmitted their certificate to the effect that they fulfill the requirements of Section141 of the Companies Act 2013. The observations of the auditors are explained wherevernecessary in appropriate notes to the accounts.

B. SECRETARIAL AUDITOR

Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s Jain P & Associates Company Secretaries to undertakeSecretarial Audit of the Company.

The Secretarial Audit was conducted by Ms. Preeti Jain Practicing Company Secretaryand the report thereon is annexed herewith as "Annexure- D".

Qualification(s) and Directors' comments on the report of Secretarial Auditor:

No adverse observation(s) have been recorded by the Secretarial Auditor for the yearunder review in its report.

INTERNAL AUDIT

The Company has appointed a qualified individual as Internal Auditor to carry out theInternal Audit Functions. The Internal Auditor submits a "Quarterly Report" tothe Audit Committee.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR

There were no instances of fraud those have been observed by the Statutory Auditorduring audit of the financial statements for the financial year 2016-17 which arerequired to be disclosed by the Company in its Board Report under Section 143 (12) of theCompanies Act 2013.

PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The Company had given a loan to M/s Roxy Industrial Corporation during the financialyear under review. The details of same has been duly recorded in the requisite registersof the Company and the limit of the loan provided is under the stipulated limits as perthe provisions of Companies Act 2013.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013

In the financial year 2016-2017 Company did not enter into any contracts orarrangements with any related party. Form AOC-2 is also attached herewith as "AnnexureC".

MATERIAL CHANGES AND COMMITMENTS IF ANY

There are no material changes or commitments noticed by the Board between the end offinancial year of the Company as on 31st March 2017 and the date of thisReport.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review Order No. RDNR/87/2017/13000 was passed on March 242017. By the Regional Director Northern Region Imposing penalty of Rs. 1000/-.However the fine/penalty imposed was duly paid in order to ensure the going concernstatus of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO

The requisite compliance with regard to conservation of energy technology absorptionand foreign exchange earnings and outgo in terms of the Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 have been duly compliedwith. No further disclosure is required to be made by the Company.

Further there were no foreign exchange earnings and outgo during the year underreview.

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 theCompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the Company does not identify any element of risk which maythreaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the Company for the periodunder review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the Company has adopted a vigil mechanism policy. This policy is explained in"Corporate Governance Report" and is also posted on website of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013" and rules made thereunder yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.

CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by theCompany together with the certificate from the Company's Statutory Auditors confirmingcompliance forms an integral part of this Report.

HUMAN RESOURCE

The relationship with employees continues to be harmonious. The Company alwaysconsiders its human resource as its most valuable asset. Imparting adequate andspecialized training to its employees is ongoing exercise in the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control systemcommensurate with the size scale and complexity of its operation. The system encompassesthe major processes to ensure reliability of financial reporting compliance withpolicies procedures laws and regulations safeguarding of assets and economical andefficient use of resources. The Company has performed an evaluation and made an assessmentof the adequacy and the effectiveness of the Company's Internal Financial Control System.The Statutory Auditors of the Company have also reviewed the Internal Financial Controlsystem implemented by the Company on the financial reporting and in their opinion theCompany has in all material respects adequate Internal Financial Control System overFinancial Reporting and such Controls over Financial Reporting were operating effectivelyas on 31st March 2017 based on the internal control over financial reportingcriteria established by the Company. The policies and procedures adopted by the Companyensures the orderly and efficient conduct of its business and adherence to the Company'spolicies prevention and detection of frauds and errors accuracy & completeness ofthe records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit Committee and the Board an independent objective andreasonable assurance on the adequacy and effectiveness of the organization's riskmanagement with regard to the internal control framework. Audit committee meets regularlyto review reports submitted by the Internal Auditors. The Audit Committee also met withthe Company's Statutory Auditors to ascertain their views on the financial statementsincluding the financial reporting system and compliance to accounting policies andprocedures followed by the Company.

LISTING AGREEMENT

The shares of the Company are presently listed at BSE Limited and the Companyhas complied with all the listing agreement requirements.

All statutory dues including Annual Listing Fees for the Financial Year 2017-18 hasbeen paid by the Company.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.

CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the Company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.

All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.

PARTICULARS OF EMPLOYEES

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 is as follows: The Company has 4 Executive Directors and remuneration paidto them is disclosed in MGT-9.

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:

a) Employed throughout the year Nil
b) Employed for part of the year Nil

The remuneration paid to all Key Managerial Personnel was in accordance with theremuneration policy as adopted by the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:

(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments & estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the Company at the end of the financial yearand of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the Company and for preventing & detecting fraud & otherirregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by theCompany and such controls are adequate and are operating effectively;

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

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review. Your Directors take theopportunity to place on record their deep appreciation of the committed services renderedby the employees at all levels of the Company who have contributed significantly towardsCompany's performance and for enhancing its inherent strength. Your

Directors also acknowledge with gratitude the encouragement and support extended by ourvalued stakeholders.

By Order of the Board of Directors
For Roxy Exports Limited
Sd/- Sd/-
Subhash Chander Mittal Amit Mittal
Date: 19.07.2017 Managing Director Whole Time Director
Place: Ludhiana DIN: 02739014 DIN: 01691317