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S E Power Ltd.

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OPEN 12.69
CLOSE 12.72
52-Week high 26.10
52-Week low 5.57
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S E Power Ltd. (SEPOWER) - Director Report

Company director report

Dear Members

The Directors are pleased to present 6th Annual Report of the Company alongwith the Audited Financial Statements of the Company for the financial year ended 31stMarch 2016.

Financial Results

The financial results of the Company for the year 2015-16 is summarized in thefollowing table as compared to that of previous year:

(Rs. in Lakhs)

Year Ended on 31st March 2016

Year Ended on 31st March 2015

Revenue from Operations 949.01 552.79
Other Income 10.53 11.84
Total Revenue 959.54 564.63
Less: Expenditure 889.10 476.81
Profit before Financial Cost Depreciation and Tax 70.44 87.82
Less: Financial Cost 44.21 46.72
Less: Depreciation and amortization 395.58 383.48
Profit before Tax (PBT) (369.35) (342.38)
Less: Tax Expenses (122.12) 5.91
Profit after Tax(PAT) (247.23) (348.29)
Balance carried to Balance Sheet 702.99 455.75

Summary of Performance

During the year 2015-16 the Company has reported growth of 71.67 % in revenue fromoperations as compared to the previous financial year 2014-15. During the financial yearthe total revenue of the Company stood at Rs. 959.54 Lakhs. However due to challengingbusiness environment for reclaim rubber industry and increase in cost of operations theCompany has suffered Loss of Rs. 247.23 Lakhs during financial year 2015-16.

Management of the Company believes that business environment will change and theCompany will come with better and positive results in upcoming years.


In the financial year under review Company has not earned profit therefore the Boardof Directors regret their inability to recommend any dividend for the year.

Fixed Deposits

Company has not accepted any public deposits within the meaning of Section 73 ofCompanies Act 2013 read with the Companies (Acceptance of Deposit) Rules 2014 and assuch no amount of principal or interest on public deposits was outstanding as on the dateof balance sheet.

Board of Directors and Key Managerial Personnel

In accordance with the provisions of Companies Act 2013 and as per Articles ofAssociation of the Company Dr. Arun Gopal Agarwal Director retire by rotation at theforthcoming Annual General Meeting and being eligible offer himself for reappointment.

On 27th May 2016 Mr. Diwan Chand Arya has been appointed as AdditionalIndependent Director of the Company. Regularisation of Mr. Diwan Chand Arya as IndependentDirector is proposed in forthcoming Annual General Meeting.

None of the Directors of the Company is disqualified under Section 164 of the CompaniesAct 2013.

Details of Directors seeking appointment/re-appointment at the forthcoming AnnualGeneral Meeting as required under clause 36 of SEBI (LODR) Regulations 2015 is enclosedwith the notice of Annual General Meeting.

Criteria for Board Membership of the Company

For the appointment of Directors the Company take into account following points:

Director must have relevant experience in Finance/ Law/ Management/ Sales/Marketing/Administration/ Research/ Corporate Governance/ Technical Operations or theother disciplines related to Company’s business.

? Director should possess the highest personal and professional ethics integrity andvalues.

? Director must be willing to devote sufficient time and energy in carrying out theirduties and responsibilities.

? Director must be fit and proper person.

Independent Director

Independent Director is a Non-Executive Director who does not have any direct orindirect material pecuniary relationship with the Company or any of its officers otherthan as a Director or Shareholder of Company. Independent Director shall abide by the Codeof Conduct as prescribed under Schedule IV of the Companies Act 2013.

Independent Director shall meet all criteria specified in Section 149(6) of theCompanies Act 2013 and rules made thereunder and Regulation 25 of SEBI (LODR)Regulations 2015.

Mr. Dharam Vir Gupta Mrs. Anshu Gupta and Mr. Diwan Chand Arya are IndependentDirectors on the Board of the Company. In the opinion of the Board and as declarationsubmitted by these Directors under Section 149 (7) of Companies Act 2015 they complywith all the criteria of Independent Director as envisaged in Section 149(6) the CompaniesAct 2013 and Regulation 25 SEBI (LODR) Regulations 2015.

Familiarization Programme for Independent Directors

Every new Independent Director of the Board attends an orientation program which is tofamiliarize the new Non-Executive Director with the strategy operations and functions ofthe Company. The Executive Directors / Senior Managerial Personnel conduct meetings withthe Non-Executive Directors to make them understand the Company’s strategyoperations product and organization structure human resources facilities and riskmanagement. Through meetings and interaction among Senior Managements and Non-ExecutiveDirectors and Independent Directors Company has made its best effort to ensure that theNon-Executive Directors understand their roles rights responsibilities in the Company.

Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining his/her role function duties and responsibilitiesas an Independent Director. The format of the letter of appointment is available onCompany’s website.

Company’s Policy on Directors’ Appointment and Remuneration

Company has constituted Nomination and Remuneration Committee as required under Section178 of the Companies Act 2013 and Regulation 19 of SEBI (LODR) Regulations 2015 whichinter-alia has recommended and formulated a Remuneration Policy ("the policy").

The Policy is framed in accordance with the provisions of Companies Act 2013 andlisting Regulations. In case of any subsequent changes in the provisions of Companies Act2013 and Listing Regulations which makes any of the provisions of the policy inconsistentwith the Act or regulations the provisions of the Act or regulation shall prevail overthe policy.

The objective of the policy is to provide criteria for appointment of Directors viz.experience qualification positive attributes understanding of the Company’sbusiness and social perspective personal achievements and Board diversity. The Policyalso contained the provisions to ensure that Executive Directors KMP and other employeesare sufficiently compensated for their performance. Under the Policy Nomination andRemuneration Committee is entrusted with the responsibility to evaluate the variousaspects relating to recommend the appointment and remuneration of the Directors of theCompany.

Independent Non-Executive Directors are appointed for their professional expertise intheir individual capacity as independent professionals. Independent Non-ExecutiveDirectors shall be entitled for sitting fees reimbursement of expenses paid forattending the meeting of the Board and Board Committees and commission as approved by theBoard or/and shareholders.

The remuneration of employees largely consists of basic salary perquisites allowancesand performance incentives. Perquisites and other benefits are paid according to theCompany policy subject to prescribed statutory ceiling. The components of the totalremuneration vary for different grades and are governed by the industry patternqualification & experience /merits performance of each employee.

Board Evaluation

The Companies Act 2013 states that formal annual evaluation required to be made byBoard of its own performance and that of its Committees and individual Directors andSchedule IV of the Companies Act 2013 states that the performance of IndependentDirectors shall be evaluated by the entire Board of Directors excluding the Directorbeing evaluated. Further listing regulations also mandates that the Board shall monitorand review the Board evaluation framework.

Accordingly the Board in consultation with the Nomination and Remuneration Committeehas set the criteria for evaluation of performance of Executive/Non-Executive/IndependentDirectors. Such criteria provides that the evaluation of performance of Board as wholeits Committees and Directors shall be carried out on annual basis and the Board may availservices of independent consultant to facilitate it for evaluating the performance ofdirectors individually or collectively.

During the year evaluation of performance of all the Directors and the Board as awhole and its Committees was conducted based on criteria set in this regard. TheEvaluation process focused on various aspect of the Board and Committees functioning suchas composition of the Board and Committees competencies and experiences performance ofduties and obligation assigned etc. A separate process was also carried out to evaluatethe performance of individual Director on the criteria such as contribution in decisionmaking governance issue independent judgment experience and presence in the meetings ofBoard and Committees. The results of evaluations were satisfactory. In addition to aboveevaluation the performance of Non-Independent Directors performance of Board as a Wholeperformance of Chairman of the Company have also been reviewed by Independent Directors intheir separate meeting held on 14th March 2016 in terms of provisions ofSchedule IV of the Companies Act 2013 and Listing Regulations.

Directors’ Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) read with Section 134(5) of theCompanies Act2013 (the Act) your Directors confirm that:

a) in the preparation of the annual accounts for the financial year 2015-16 theapplicable accounting standards had been followed and there are no material departure fromthe same; b) the Directors has selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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 internal financial controls are adequate and were operating effectively;and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Subsidiary Company

The Company owned hundred percent shares of M/s Shubham Electrochem Limited (WhollyOwned Subsidiary Company). At the year ended 31st March 2016 the net worth ofM/s Shubham Electrochem Limited stood at Rs. 279.25 Lakhs. During the reporting periodSubsidiary Company reported profit before tax of Rs. 4.80 Lakhs.

Statutory Auditor and Audit Report

In terms of Section 139 of the Companies Act 2013 M/s P M S & Co. CharteredAccountants has been appointed as Statutory Auditor of the Company in 4thAnnual General Meeting up to the conclusion of 6th Annual General Meeting.Accordingly term of P M S & Co. to hold office of Statutory Auditors of the Companybeing ended at the conclusion of ensuing Annual General Meeting. Therefore pursuant toSection 139 of the Companies Act 2013 the Company is required to appoint StatutoryAuditors of the Company in the 6th Annual General Meeting to hold office fromconclusion of 6th Annual General Meeting till the conclusion of 11thAnnual General Meeting subject to ratification by members at every Annual GeneralMeeting.

Retiring Statutory Auditor M/s P M S & Co. have shown their unwillingnes to bere-appointed for the further term of Five years. Therefore Board has approached M/s R.Lal & Company Chartered Accountants (Firm Registration No 000926C) to be appointed asthe Statutory Auditor of the Company for a term of Five years and has received theirconsent for the appoinment. Further Company has also obtained a written confirmation fromM/s R. Lal & Company proposed to be appointed to the effect that their appointmentif made would be within the limits prescribed.

The Statutory Auditor’s observation in their report read with notes to theaccounts are self-explanatory and do not call for any further explanation. The Auditors ofthe Company have not given any adverse remark or disclaimer in their reports.

Secretarial Auditor and Secretarial Audit Report

As stipulated in the Section 204 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Secretarial Audit forthe financial year 2015-16 has been carried out by a qualified Practicing CompanySecretary and submitted Secretarial Audit Report on the compliance of applicable ActsRules Regulations Guidelines Standards etc. The Secretarial Audit Report is enclosed tothis Annual Report as an integral part of this report. The findings of Secretarial Auditare satisfactory and do not call for any further explanation.

Risk Management

In terms of provisions of Listing Agreement during financial year 2014-15 Company hasconstituted Risk Management Committee to facilitate the Board of Directors to address therisk associate with the business of the Company and to develop and implement RiskManagement Policy. The Committee has developed and implemented the policy to assists theBoard in its oversight of the Company’s management of key risks including strategicand operational risks as well as the guidelines policies and processes for monitoringand mitigating such risks under the aegis of the overall business risk managementframework.

However due to amendments in Listing Agreement followed by effectiveness of newListing Regulation SEBI (LODR) Regulations 2015 it is not mandate for Company toconstitute the Risk Management Committee therefore the Board of Directors in its meetingheld on 27th May 2016 has dissolved Risk Management Committee and AuditCommittee has been entrusted with duty to assist Board for risk management.

Internal Financial Controls

Internal Financial Control System is an integral component of the Risk ManagementSystem of the Company. The internal financial control policies and internal audit programadopted by the Company plays an important role in safeguarding the Company’s assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures.

The Board has adopted procedures for ensuring the orderly and efficient conduct of itsbusiness including risk management feedback loop in which the information generated inthe internal control process is reported back to Board and Management.

A firm of Competent Chartered Accountants has been engaged by the Company forconducting internal audit to examine and evaluate the adequacy and effectiveness ofinternal financial control system of the Company. The Audit Committee of Board ofDirectors Statutory Auditors and the Business Heads are periodically apprised of theinternal audit findings and corrective actions taken.

The Audit Committee of Board of Directors actively review the adequacy andeffectiveness of internal financial control system and suggests improvements forstrengthening them. Internal Financial Control System of the Company are adequate with therespect to the operations of the Company.

Particulars of Contracts or Arrangements with Related Parties

During the year under the review there were no materially significant related partytransactions which could have had a potential conflict with the interests of the Company.Transactions with related parties are in the ordinary course of business on arm’slength basis and do not attract the provisions of Section 188(1) of the Companies Act2013. The related party transactions were periodically placed before the Audit Committeeand/or Board for its approvals or review as and when required. Only two related partytransactions were taken place during the year under review with Mrs. Shilpa Agarwal(relative of Managing Director) and Dr. Arun Gopal Agarwal (Director) to availprofessional services and the Company has paid Rs. 600000/- and Rs. 246000/-respectively to them. The policy on Material Related Party Transactions is available onthe Company’s website.

Credit Rating

CARE BB+ and CARE A4 rating has been assigned by Credit Analysis & Research Ltd.(CARE Ratings) to the Company for Long Term Bank Facilities and Short Term Bank Facilitiesrespectively.

Particulars of Employees

In accordance with the provisions of Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 information regarding employees is annexed as Annexure-A to this report.

Extracts of Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 Extracts of Annual Return in the prescribedform MGT-9 is annexed as an integral part of this report as Annexure-B.

Meetings of the Board of Directors

During the financial year under review Six (6) meetings of the Board of Directors wereduly convened details of which are given in the Corporate Governance Report that formspart of this Annual Report. The intervening gap between any two meetings was within theperiod prescribed by the Companies Act 2013.

Particulars of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo

The particulars pursuant to Section 134(3)(m) of Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014 to the extent applicable are as under:

(A) Conservation of energy-

i. Company has been continually working on energy conservation and has taken andimplemented various measures towards this in production domestic lightning and coolingfacilities. Company has installed significant numbers of powerless turbo ventilators inthe entire working shed for ventilation using ‘zero’ power. Building have beendesigned for ingress of adequate natural light thus requiring no artificial lightningduring the day time. Many provisions have been made in various machines for consumingenergy during processing line losses has been maintained close to ‘zero’ byadequate design of cables and other systems. ii. No step has been taken by the Company forutilization of alternate source of energy. However Company at its non-conventional energydivision generate electricity by wind energy and transfer the same to power grids. iii.Company has invested Rupees Three Lakhs and on proposals for power generation for captiveconsumption at its reclaim rubber plant through solar route.

(B) Technology absorption-

i. The efforts made towards technology absorption It’s a continual process and the drive for reaching and adapting new technology is always under progress.
ii The benefits derived like production improvement cost reduction product development or import substitution Performance improvement is a continual process with respect to productivity delivery quantity cost and safety. Company is regularly following this and each department has set its own objective for performance improvement which is closely monitored and regulated. With continued improvement in technology our production rate has been improved.
iii In case imported technology (imported during last 3 years reckoned from the beginning of the financial year)-
a) The details of technology imported Company is using imported machines in its reclaimed rubber division.
b) The year of import 2013
c) Whether technology been fully absorbed Yes
d) Research and developments The company seeks regular technical support from experts in this field and undertake appropriate R & D activities depending upon future requirements.

(C) Foreign exchange earnings and Outgo

The details of the foreign exchange exposure during the period under review are asunder:

(Amount in Lakhs)
Particulars Current year Previous year
Total Foreign Exchange Earnings Nil Nil
Total Foreign Exchange Outgo 1.71 0.62

Vigil Mechanism/ Whistle Blower Policy

Pursuant to the requirement of the Companies Act 2013 the Company has establishedvigil mechanism/ whistle blower policy. Section 177 of the Companies Act 2013 whichinter-alia provides for a requirement to establish a mechanism for all the Directors andemployees to report to the management instances of unethical behaviour actual orsuspected fraud or violation of the Company’s code of conduct or ethics policy.

Accordingly the Mechanism is established to provide adequate safeguards againstvictimization of persons who use such mechanisms. Whistle blower Policy is available onCompany’s website.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and rules made thereunder. The Directors of theCompany state that during the year under review there was no case filed pursuant to sexualharassment of woman at workplace (Prevention Prohibition and Redressal) Act 2013.

Material Changes and Commitments

No material changes and commitments affecting the financial position of the Companyhas been occurred between the end of the financial year 2015-16 and till the date of thisreport.

Statutory Orders

No significant and material orders were passed by Courts Tribunals and otherRegulatory Authorities affecting the going concern status of the Company’soperations.

Management Discussion and Analysis Report

In terms of Regulation 34 of SEBI (LODR) Regulations 2015 Management Discussions andAnalysis Report is appended to this Board’s Report as Annexure-C.

Corporate Governance

The Company is committed to maintain the good standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company continues tobenchmark its corporate governance policies in its true sense. The report on CorporateGovernance as stipulated under the Listing Regulations forms an integral part of thisreport as Annexure-D. The requisite certificate from the Auditors of the Companyconfirming compliance with the conditions of corporate governance is annexed to the reporton Corporate Governance.


We place on record our appreciation to employees at all level for their contributiondedication and commitment. The Board take this opportunity to thank all InvestorsClients Vendors Banks Government and Regulatory Authorities for their support and lookforward for their continued support in the future.

Date: 13th August 2016 For and on behalf of the Board of
Place: New Delhi S. E. Power Ltd.
Dr. Arun Gopal Agarwal
(DIN 00374421)



[Disclosure as per Section 197(12) of the Companies Act 2013 read with rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014]

Details Mr. Ravindra Agrawal (MD) Mr. Nikhil Bansal (CFO) Mr. Manendra Singh (CS)
1. Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2.57:1 3.71:1 3.66:1
2. Percentage increase in remuneration of each director CFO CEO Company Secretary or Manager if any in financial year - 18.46% 23.44%
3. Percentage increase in the median remuneration of employees in the financial year 9.38 %
4. The number of permanent employees on the rolls of Company 61 Employees (including workers)
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. Managerial Remuneration increased by 20.95% over previous year as against Employees remuneration increased by 7.65% over the previous year figure.
The increase in remuneration was in line with the industrial standards and individual employee performance.
There is no exceptional circumstance for increase in the managerial remuneration.
The remuneration paid as above was as per the Remuneration Policy of the Company
6. Name of top ten employee in terms of remuneration drawn Mr. Sanjeet Rath Mr. Ambrish Bedade CA Nikhil Bansal CS Manendra Singh Mr. Ravindra Agrawal Mr. Pawan Mangal Mr. Neet Pal Singh Mr. H V Godhani Mr. Rasiklal Patel Ms. Kajal Arora
7. Name of every employee of the company who have remuneration more than 8.50 lakh in month and 120 lakh in year Nil
8. Name of every employee of the company was in receipt of remuneration in that year which in the aggregate or as the case may be at a rate which in the aggregate is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the Company Nil


Date: 13th August 2016 For and on behalf of the Board of
Place: New Delhi S. E. Power Ltd.
Dr. Arun Gopal Agarwal
(DIN 00374421)


Form No. MR-3

For The Financial Year Ended 31st March 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and rules made thereunder]


The Members S. E. Power Limited

Survey No. 54/B Pratapnagar Jarod-Savli Road Samlaya Vadodara- 391520 (Gujarat)

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. S. E. Power Limited [CIN:L40106GJ2010PLC091880] (hereinafter called the Company). The 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 Company’s books papers minute books forms andreturns filed and other records maintained by the Company and produced to me and also theinformation provided by the Company its officers and authorized representatives duringthe conduct of secretarial audit I hereby report that in my opinion the Company hasduring the audit period covering the financial year ended on 31st March 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2016 according to 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. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial 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 and 2015;

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

d) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015; e) The Securities and Exchange Board of India(Depositories and Participants) Regulations 1996;

f) Securities and Exchange Board of India (Employee Stock Option Scheme and EmployeeStock Purchase -Scheme) Guidelines 1999;

g) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

6. The Listing Agreement entered into by the Company with BSE Limited and NationalStock Exchange of India Limited.

7. As informed to me the following other Laws specifically applicable to the Company asunder:

a) Factories Act 1948

b) Industrial Disputes Act 1947

c) The Payment of Wages Act 1936

d) The Minimum Wages Act 1948

e) Workmen's compensation Act 1923

f) The Employees’ Provident Funds and Miscellaneous Provisions Act 1952

g) The Contract Labour (Regulation & Abolition) Act 1970

h) The Child Labour (Prohibition & Regulation) Act 1986

i) The Industrial Employment (Standing Order) Act 1946

j) The Employees’ Compensation Act 1923

k) Equal Remuneration Act1976

l) The Employment Exchange (Compulsory Notification of Vacancies) Act 1959

m) Water (Prevention and Control of Pollution) Act 1974

n) Water (Prevention and Control of Pollution) Cess Act 1977

o) Air (Prevention and Control of Pollution) Act 1981

p) Hazardous Wastes (Management Handling and Trans boundary Movement) Rules 2008.

q) Sexual Harassment of Women at the Work Place (Prevention Prohibition andRedressal)Act 2013.

r) The Rubber Act 1947

I have also examined compliance with the applicable clauses of the Secretarial Standardissued by the issued by the Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. as applicable on the Company.

In respect of the other laws specifically applicable to the Company I have relied onthe information/ records produced by the Company during the course of my audit and thereporting is limited to that extent.

I further report

1. That there were no actions / events in pursuance of :

a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; b) The Securities and Exchange Board of India (Delisting of EquityShares) Regulations 2009; and c) The Securities and Exchange Board of India (Buyback ofSecurities) Regulations 1998 requiring compliance thereof by the Company during thefinancial year.

2. That the compliance by the Company of applicable financial laws like direct andindirect tax laws has not been reviewed in this Audit since the same have been subject toreview by statutory financial auditor and other designated professionals.

3. That the Board of Directors of the Company is duly constituted with proper balanceof Executive Directors Non-Executive Directors Woman Director and Independent Directors.During the period under review no changes in the composition of the Board of Directorstook place.

4. That the adequate notice was given to all the Directors to schedule the BoardMeetings agenda and detailed notes on agenda were sent at least seven days in advanceand a system exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting.

5. That the decisions were taken according to majority rule and subject to therequirement of the Act and other applicable laws.

6. That there are adequate systems and processes in the Company commensurate with thesize and operations of the Company to monitor and ensure compliance with applicable lawsrules regulations and guidelines.

Date : 4th August 2016 Sd/-
Place : Agra Dimple Sachdeva
Company Secretary
Membership No.: ACS-27511
CoP No.: 12852