You are here » Home » Companies » Company Overview » Saraswati Commercial (India) Ltd

Saraswati Commercial (India) Ltd.

BSE: 512020 Sector: Financials
NSE: N.A. ISIN Code: INE967G01019
BSE LIVE 13:21 | 03 Oct 11.00 0.52
(4.96%)
OPEN

11.00

HIGH

11.00

LOW

11.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 11.00
PREVIOUS CLOSE 10.48
VOLUME 11
52-Week high 11.00
52-Week low 8.40
P/E 0.11
Mkt Cap.(Rs cr) 1
Buy Price 11.00
Buy Qty 106559.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.00
CLOSE 10.48
VOLUME 11
52-Week high 11.00
52-Week low 8.40
P/E 0.11
Mkt Cap.(Rs cr) 1
Buy Price 11.00
Buy Qty 106559.00
Sell Price 0.00
Sell Qty 0.00

Saraswati Commercial (India) Ltd. (SARASWATICOMMER) - Director Report

Company director report

AS ON 31.03.2016

DIRECTORS’ REPORT

The Members

Your Directors have pleasure in presenting the 33rd Annual Report on the operations ofthe Company together with the Audited Accounts for the year ended 31st March 2016.

1. FINANCIAL HIGHLIGHTS:
(Amount in Lacs)
Particulars Standalone Consolidated
{Consolidation with Associates}
Year ended 31.03.2016 Year ended 31.03.2015 Year ended 31.03.2016
Revenue from operations and other income 9268.91 9957.37
Profit before Finance Cost Depreciation Extraor- dinary items and Tax 1803.91 1305.84
Less: Finance cost 420.18 477.62
Less: Depreciation 0.11 0.14
Profit before Tax 1383.62 828.07
Add/(Less): Provision for Taxation
a) Current 93.80 154.00
b) Current Tax expense relating to prior years 00.00 0.16
c) Deferred Tax (Expenses)/ Income (93.44) (1.99)
Net Profit after Taxation 1383.26 675.91
Balance brought forward from Previous Year 1371.02 830.29
Less: Transferred to Reserves U/s 45IC of RBI Act 276.65 135.18
Balance Carried to balance sheet 2477.63 1371.02
Profit after tax before share loss of associate - - 1383.27
Share in loss of associate for the year - - (0.06)
Profit for the year attributable to shareholders of the Company - - 1383.20

2. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31st March 2016 witha view to conserve the resources for future.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

4. STATE OF AFFAIRS OF THE COMPANY:

• Revenues – Standalone:

During the year ended 31st March 2016 your Company achieved a total incomeaggregating to Rs. 9268.91 lakhs. After providing for Depreciation and Finance Chargesthe Company has registered a Profit before tax of Rs. 1383.62 Lakhs. After makingprovision for tax in respect of current year the Profit after tax is of Rs. 1383.26 lakhshas been carried to the Balance sheet. The Company maintains adequate internal controlsystems covering all its operational areas. Your Directors are putting in their effortsand are hopeful of improved working during the years to come.

• Revenues – Consolidated:

The Company has consolidated the financial statement of its associate company’s inaccordance with Accounting Standard 23 "Accounting for Investments in Associates inConsolidated Financial Statements" by using "Equity Method."

During the year ended 31st March 2016 company’s share in Profit/(Loss) of itsassociates is Rs. (0.06) lakhs resulting in consolidated Profit for the year attributableto shareholders of the Company is Rs. 1383.20 lakhs.

By the Virtue of the exemption given by MCA through the notification issued on 14thOctober 2014 the consolidated financial statement in the respect of associates companiesfor financial year 2014-15 was not applicable & hence financial year 2015-16 being thefirst year for preparation & presentation of its consolidated financial statement.Therefore figures for the previous year have not been presented.

5. TRANSFER TO RESERVE:

The Company has transferred Rs. 276.65 Lakhs to Reserves u/s 45IC of RBI Act.

6. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES:

• Subsidiaries:

No Companies have become or ceased to be Company’s subsidiary.

• Associates:

The following companies are the associates

Sr.No. Name of the associate % of holding
1 Sareshwar Trading and Finance Pvt. Ltd. 47.80
2 Arcies Laboratories Limited 31.03

Financial Highlights of Associates:

(Rs. in Lacs)
(Amt: in Lakhs except for EPS)
Particulars Sareshwar Trading and Finance Private Limited Arcies Laboratories Limited
Year ended 31.03.2016 (Standalone figures)
Revenue from operations& other Income 00.00 00.00
Profit before Tax (0.13) (03.02)
Net Profit after Taxation (0.13) (03.02)
EPS - Basic (0.08) (37.46)
-Diluted (0.08) (37.46)

• Joint Ventures:

The company has no Joint ventures.

Pursuant to Section 129 (3) of the Companies Act 2013 read with the Rules (5) of theCompanies (Accounts) Rules 2014 the salient feature of Financial Statement of Associatesin Form AOC 1 which forms part of this report.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Independent Director

Pursuant to the provisions of the section 149 of the Companies Act 2013 the followingNon-Executive Directors are appointed as Independent Directors:-

Sr.No. Name of the Director Date of appointment
1 Ms. Babita Thakar 26.07.2014
2 Mr. Ketan Desai 13.02.2015

The above Independent Directors of the Company have submitted a declaration that theymeet the criteria of Independence as provided in section 149(6) of the Companies Act2013 and the same have been considered and taken on record by the Board.

Women Director

In terms of the provision of Section 149 of the Companies Act 2013 a company shallhave at least one women director on the board of the company. Your Company has appointedMs. Babita Thakar on 26th July 2014.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the company are as follows:

Sr.No. Name Designation
1 Ms. Ekta Kumari Company Secretary & Compliance officer
2 Mr. Nalin Kothari(1) CEO
3 Mr. Rajiv Pathak(2) CEO
4 Ms. Vaishali Dhuri CFO

(1) Mr. Nalin Kothari resigned from office of CEO w.e.f. 11.08.2016

(2) Mr. Rajiv Pathak is appointed as CEO w.e.f. 11.08.2016

Appointment / Resignation of Directors

Mr. Anilkumar Rajan Director of the Company retires by rotation and being eligibleoffers himself for re-appointment at the ensuing Annual General Meeting.

The Company has devised a policy on directors’ appointment and remunerationincluding criteria for deeming qualifications independence of director and other matterprovided under sub-section (3) of section 178. Such Nomination & Remuneration policydevised by the company can be accessed on the website of the company-www.saraswaticommercial.com or through the following link http://www.saraswaticommercial.com/policies/NOMINATION%20AND%20REMUNERATION%20POLICY-SCIL.pdf

8. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act 2013 yourDirectors confirm the following:

• that in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

• that the Directors have 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 as at 31st March 2016and of the Profit and loss of the Company for the year ended on that date;

• that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

• that the directors had prepared the annual accounts on a going concern basis.

• that the directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and are operatingeffectively and;

• that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

9. STATUTORY AUDITORS:

M/s Ajmera Ajmera & Associates (FRN: 123989W); Chartered Accountants wereappointed as the Statutory Auditors of the Company for a period of two years from theconclusion of the 32nd Annual General Meeting held on 25th September 2015. As requiredunder the provisions of Section 139 of the Act a resolution for the yearly ratificationof their appointment is being placed before the shareholders for their approval.

Members are requested to ratify such appointment and appoint the auditors for thecurrent year and to authorize the Board to fix their remuneration.

The Auditors’ Report does not contain any qualification reservation or adverseremark. The Auditors Report is enclosed with the financial statements in this AnnualReport.

10. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

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 provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2015-16 the Company has not received any complaints on sexual harassment and no complaintis remaining pending as on 31st March 2016. The policy on prevention prohibition andredressal of sexual harassment at workplace can be accessed on the website of the company-www.saraswaticommercial.com or through the following link http://www.saraswaticommercial.com/policies/Policy%20On%20Prevention%20of%20Sexual%2 Harassment.pdf

11. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s NishantJawasa and Associates Practicing Company Secretaries to undertake the secretarial auditof the Company for the financial year 2015-16. The report of the Secretarial Auditor isenclosed as ("Annexure 1") and forms part of this report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

12. PUBLIC DEPOSITS:

The Company has not accepted any deposit from the public under Chapter V of theCompanies Act 2013 or under the corresponding provisions of Section 58A of the CompaniesAct 1956 and as such no amount on account of principal or interest on deposits frompublic was outstanding as on the date of balance sheet.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO: A] Conservation of Energy and Technology Absorption:

i) The step taken or impacts on conversation of energy – The operation of yourCompany are not energy intensive. However adequate measures have been initiated forconservation of energy.

ii) The steps taken by the Company for utilizing alternative sources of energy –though the operations of the Company are not energy intensive the Company shall explorealternative sources of energy as and when necessity arises.

iii) The capital investment on energy conservation equipments - NIL

B] Foreign Exchange Earnings & Outgo:

(Rs. In Lacs)
PARTICULARS 2015-2016 2014-2015
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgo Nil Nil

14. PARTICULARS OF EMPLOYEES:

The Company does not have any employee in receipt of remuneration equal to or exceedingthe limits prescribed under Section 197 (12) of the Companies Act 2013 read with rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

15. EXTRACT OF ANNUAL RETURN:

The details forming part of extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this report as("Annexure-2") and forms an integral part of this Report.

16. LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI) on 2nd September 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectivefrom 1st December 2015.

Accordingly all the listed entities were required to enter into the Listing Agreementwithin six months of the effective date.

The company entered into Listing Agreement with BSE Ltd during January 2016.

17. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GURANTEES GIVEN AND SECURITIESPROVIDED:

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statements.

The details of Loans Guarantees and Investments made are given in the Notes to theFinancial Statements. However provisions of Section 186 of Companies Act 2013 except Subsection (1) are not applicable to the company.

18. INDEPENDENT DIRECTORS’ DECLARATION:

Ms. Babita Thakar and Mr. Ketan Desai who are independent Directors have submitted adeclaration that each of them meets the criteria of independence as provided inSub-Section (6) of Section 149 of the Companies Act 2013.

Further there has been no change in the circumstances which may affect their status asindependent director during the year.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

As provided in Sub-Section (6) of Section 149 of the Companies Act 2013 the companyshall familiarize the independent directors with the company their roles rightsresponsibilities in the company nature of the industry in which the company operatesbusiness model of the company etc. through various programmes.

On their appointment Independent Directors are familiarized about the Company’soperations and businesses. Interaction with the key executives of the Company is alsofacilitated.

The said program was conducted for the familiarization of Independent directors. Thedetails of the same can found on the website of the company –www.saraswaticommercial.com or through the following link- http://www.saraswaticommercial.com/id/final%20Details_of_Familiarisation_Programme_SARASWATI_15.12.15.pdf

20. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All such policies which areapplicable to the company are available on our website (http://www.saraswaticommercial.com/policies-and-code.asp).The policies are reviewed by the Board and updated based on need and new compliancerequirements.

The policies adopted by the company along with their web links are as follows:

SR. NO. NAME OFTHE POLICY WEBLINK
1 DOCUMENT RETENTIONAND ARCHIVAL POLICY HTTP://WWW.SARASWATICOMMERCIAL.COM/POLICIES/DOCUMENT RETENTION ARCHIVAL POLICY SARASWATI.PDF
2 POLICY FOR DETERMINATION OF MATERIALITY HTTP://WWW.SARASWATICOMMERCIAL.COM/POLICIES/POLICY FOR DETERMINATION OF MATERIALITY SARASWATI.PDF
3 CSR POLICY HTTP://WWW.SARASWATICOMMERCIAL.COM/POLICIES/CSR%20POLICY SARASWATI.PDF
4 POLICY ON PREVENTION OFSEX UAL HARASSMENT HTTP://WWW.SARASWATICOMMERCIAL.COM/POLICIES/POLICY%20ON%20 PREVENTION%20OF%20SEXUAL%20HARASSMENT.PDF
5 VIGIL MECHANISM POLICY HTTP://WWW.SARASWATICOMMERCIAL.COM/POLICIES/VIGIL MECHANISM POLICY SCIL.PDF
6 NOMINATION & REMUNERATION POLICY HTTP://WWW.SARASWATICOMMERCIAL.COM/POLICIES/NOMINATION%20 AND%20REMUNERATION%20POLICY SCIL.PDF

21. CORPORATE GOVERNANCE :

The paid up capital of Saraswati Commercial (India) Limited was less than Rs. 10 Crores(Paid up capital as on 31.03.2015- Rs. 6400000) and net worth was below Rs. 25 Crores(net worth as on 31.03.2015- Rs. 21.36 Cr).

Hence the company falls under the criteria 1.a of the SEBI circular CIR/CFD/POLICYCELL/7/2014 dated 15th September 2014 and hence the Report on corporate Governance is notapplicable to the company.

The company has been intimating the Stock Exchange (BSE Ltd) every quarter about thenon-applicability of such provisions of Listing Regulations 2015.

However the net worth of the company as on 31.03.2016 was Rs. 35.19 crores andpursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the company shall comply with the requirements of Corporate Governancewithin six months from the date on which the provisions became applicable to the company.

Therefore the company has sent a Corporate Governance Report as on 30th June 2016 andhas started complying with the said provisions {Regulation 27(2)} of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

22. DISCLOSURES:

• 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. All Related Partytransactions were placed before the Audit Committee for approval. Prior omnibus approvalof the Audit Committee was obtained for the transactions which are foreseen and are inrepetitive in nature.

The details of Related Party Transactions are provided in the Financial Statements ofthe Company.

• CEO AND CFO CERTIFICATION:

The Chief Executive Officer and the Chief Financial Officer of the Company have given aCertificate to the Board as contemplated in Regulation 17 of the Listing Regulations.

• CODE OF CONDUCT:

The Board of Directors have laid-down a "Code of Conduct" (Code) for all theBoard Members and the senior management personnel of the Company and the same Code isposted on the Website of the Company – www. saraswaticommercial.com or throughthe following link - http://www.saraswaticommercial.com/policies/CODE-OF-CONDUCT.pdf

Annual declaration is obtained from every person covered by the Code.

• MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis report as stipulated in Regulation 34 and Schedule Vof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate section forming part of this Annual Report.

23. NUMBER OF MEETINGS OF THE BOARD:

Board Meetings and Attendance of Directors

The Board meets at least once in a quarter to consider amongst other business theperformance of the Company and quarterly financial results. When necessary additionalmeetings are held. The Board meetings are held at the Registered Office of the Company atMumbai. Agenda for each meeting along with explanatory notes are drafted and distributedwell in advance to the Directors. Every Board Member is free to suggest the inclusion ofitems on the agenda.

There were Seven Board Meetings held during the year ended 31st March 2016 which areas follows:

Sr.No. Meetings
1 20.04.2015
2 27.05.2015
3 28.07.2015
4 12.08.2015
5 05.11.2015
6 22.01.2016
7 10.02.2016

The Table hereunder gives the attendance record of the Directors at the Board Meetingsheld during 2015-16 and the last AGM:

Name of the Directors Number of Board Meetings held Number of Board Meet- ings attended Whether attended last AGM
Mr.Harisingh Shyamsukha 7 6 Yes
Ms.Babita Thakar 7 7 Yes
Mr.Anilkumar Rajan 7 4 Yes
Mr.Ketan Desai 7 7 Yes

Additionally several committee meetings were held during the including Audit CommitteeNomination & Remuneration Committee Stakeholder Relationship Committee.

Committees of the Board

The Company has several committees which are in compliance with the requirements of therelevant provisions of applicable laws.

Company has following Committees of the Board:

• Audit Committee

Composition of Audit committee:

Ms. Babita Thakar – Independent Director

Mr. Harisingh Shyamsukha- Director

Mr. Ketan Desai – Independent Director

Nomination & Remuneration Committee

Composition of Nomination & Remuneration committee:

Ms. Babita Thakar – Independent Director

Mr. Harisingh Shyamsukha- Director

Mr. Ketan Desai – Independent Director

Stakeholder Relationship Committee

Composition of Stakeholder Relationship committee:

Ms. Babita Thakar – Independent Director

Mr. Harisingh Shyamsukha- Director

Mr. Ketan Desai – Independent Director

Corporate Social Responsibility Committee

Composition of Corporate Social Responsibility committee:

Ms. Babita Thakar – Independent Director

Mr. Harisingh Shyamsukha- Director

Mr. Ketan Desai – Independent Director

24. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed. Report on the InternalFinancial Controls under clause (i) of Sub-section 3 of Section 143 of the CompaniesAct2013 ("the Act") forms part of this Annual Report as Annexure-A to theAuditors Report.

25. INSURANCE:

The company has adequately insured all its Assets and properties.

26. CORPORATE SOCIAL RESPONSIBILITY:

The Board of Directors constituted a Corporate Social Responsibility (CSR) Committeeconsisting of three Directors out of which one is Independent Director. The Board ofDirectors at its meeting held on 13th February 2015 has adopted and approved the CSRpolicy as recommended by the CSR Committee.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in "(Annexure-3)" of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.

The policy is available on the website of the Company at (www.saraswaticommercial.com)or through the following link- http://www.saraswaticommercial.com/policies/CSR%20Policy_SARASWATI.pdf

During the year the company was required to spend Rs. 6 lakhs towards Corporate SocialResponsibility out of which company has spent Rs. 6 lakhs.

27. BOARD EVALUATION:

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non- Independent Director was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

The Nomination and Remuneration Committee and the Board of Directors has laid downcriteria for performance evaluation of Directors Chairperson Board Level Committees andBoard as a whole and also the evaluation process for the same. The performances of themembers of the Board the Board level Committees and the Board as a whole were evaluatedat the meeting of the Independent Directors and the Board of the Directors held on 15thDecember 2015. The Board of Directors expressed their satisfaction with the evaluationprocess.

28. VIGIL MECHANISM POLICY

The Company has a Vigil Mechanism policy which lays down the principles and standardsgoverning the management of grievances and concerns of employees and directors of theCompany. The Vigil Mechanism policy has been posted on the website of the Company (www.saraswaticommercial.com)or can be accessed through the following link -http://www.saraswaticommercial.com/policies/Vigil-Mechanism-policy-SCIL.pdf

29. PARTICULARS OF REMUNERATION

The information required under Section 197 of the Companies Act 2013 and the Rulesmade there-under in respect of the employees of the company;

a) The ratio of the remuneration of each director to the median remuneration of theemployee of the company for the financial year: No remuneration is been paid to theDirectors of the company.

b) The percentage of increase in remuneration of each Director Chief Executive Officer(CEO) Chief Financial Officer(CFO) and Company Secretary (CS) if any in the financialyear-

Name of the Person % of increase
Nalin Kothari (CEO) 29.22
Vaishali Dhuri (CFO) 15.09
Ekta Kumari (CS) 00.00

c) The percentage increase in the median remuneration of employees in the financialyear – 29.22%

d) The number of permanent employees on the rolls of company as on 31.03.2016 – 6(Six)

e) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

The average increase in salaries of employees other than managerial personnel in2015-16 was 44.07%

Percentage increase in the managerial remuneration for the year was 22.15%

(Note : - Figures are calculated based on salary of employees who have worked with thecompany though out the two financial years – 2014-2015 & 2015-2016)

f) The key parameters for any variable component of remuneration availed by thedirectors;

No variable component of remuneration has been availed by the directors.

g) Affirmation that the remuneration is as per the remuneration policy of the Company;

The Company’s remuneration policy is driven by the success and performance of theindividual employees and the Company. Through the compensation package the Companyendeavor to attract retain develop and motivate a high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay.Individual performance pay is determined by business performance and the performance ofthe individuals measured through the annual appraisal process the Company affirmsremuneration is as per the remuneration policy of the company.

j) Details Pertaining to remuneration as required under Section 197 (12) of theCompanies Act 2013 read with Rule 5(2) and (3) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 and forming part of the directors reportfor the year ended 31st March 2016.

As required under Rule 5 (2) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 none of the employees were in receipt of remunerationof not less than 1 Crore and 2 Lakh rupees p.a. or employed for a part of the financialyear were in receipt of remuneration of not less than 8 Lakh and 50 Thousand p.m.

Details of top ten employees in terms of remuneration drawn as per Rule 5 (2) are asfollows:

Name and Age of the employee and % of equity shares held Designation of employee Qualifications Date of Commencement of Employment Gross Remuneration received (Per annum) Other Terms & Conditions Nature of employment whether contractual or otherwise Nature of duties of the employees The last employment held by such employee before joining the company. Relationship with other Directors
Anju Kejariwal Officer B.com 01.04.2014 1482600 As per Appointment letter Non- contractual Looks after Commercials Winro Commercial (India) Ltd. There is no relationship with any Directors.
Mrunal Khalpada Officer B.com 01.04.2014 1347390 As per Appointment letter Non- contractual Looks after Accounts Winro Commercial (India) Ltd. There is no relationship with any Directors.
Sanket Baheti Analyst MBA 08.03.2015 851182 As per Appointment letter Non- contractual Looks after Research Analysis - There is no relationship with any Directors.
Nalin Kothari CEO CA B.com 13.02.2015 797454 As per Appointment letter Non- contractual Looks after Investments Four Dimensions Securities (India) Ltd. There is no relationship with any Directors.
Vaishali Dhuri CFO BSC 13.02.2015 719764 As per Appointment letter Non- contractual Looks after Accounts & Taxation D.L.Mehta & Co. There is no relationship with any Directors.
Manisha Parikh Officer B.A 01.04.2014 630200 As per Appointment letter Non- contractual Looks after Lending activities Four Dimensions Securities (India) Ltd. There is no relationship with any Directors.
Ekta Kumari Company Secretary CS B.com 24.03.2015 152400 As per Appointment letter Non- contractual Looks after Secretarial compliances Tarapur Transformers Limited There is no relationship with any Directors.
Paresh Kadam Back Office Assistant Undergraduate 09.08.2009 220653 -- Non- contractual looks after back office work - There is no relationship with any Directors.

30. MATERIAL CHANGES AND COMMITMENTS:

The material changes and commitments occurring after 31.03.2016 are as follows:

• Amalgamation of Aroni Commercials Limited with Saraswati Commercial (India)Limited

Pursuant to the Scheme of Amalgamation of Aroni Commercials Limited with SaraswatiCommercial (India) Limited Observation letter regarding the Draft scheme of Amalgamationis received from BSE Ltd with ‘No adverse observations’. Company is in theprocess of making an application with Hon’ble Bombay High Court for summon fordirection.

• Corporate Governance

The report on Corporate Governance became applicable to the company as on 31.03.2016 asthe net worth of the company as on 31.03.2016 was Rs. 35.19 crores.

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the company shall comply with the requirements of Corporate Governancewithin six months from the date on which the provisions became applicable to the company.

Therefore the company has sent a Corporate Governance Report as on 30th June 2016 andhas started complying with the said provisions {Regulation 27(2)} of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Corporate GovernanceReport shall form a part of Directors Report from the financial year 2016-2017 (AnnualReport as on 31.03.2017).

• Change in KMP

Mr. Nalin Kothari resigned from the office of Chief Executive Officer w.e.f. 11.08.2016and Mr. Rajiv Pathak is appointed as the Chief Financial officer w.e.f. the same date.

Apart from these there have been no other material changes and commitments affectingthe financial position of the company between the end of the financial year and the dateof the report.

31. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under thereview:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of share (including sweat equity shares) to employees of the Company under anyscheme.

4. Company does not have any subsidiary and hence none of the Directors of the companyreceives any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

32. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support andco-operation from the Investors Banks and Statutory Authorities. Your Directors expresstheir deep appreciation to the Company’s employees at all levels for their unstintedefforts and valuable contributions during the year.

For and on behalf of the Board of Directors
Sd/-
Place: Mumbai HARISINGH SHYAMSUKHA
Dated:11th August 2016 CHAIRMAN