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Shree Global Tradefin Ltd.

BSE: 512463 Sector: Others
NSE: N.A. ISIN Code: INE080I01025
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OPEN 3.36
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VOLUME 1
52-Week high 3.80
52-Week low 2.08
P/E
Mkt Cap.(Rs cr) 383
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.36
Sell Qty 1373.00
OPEN 3.36
CLOSE 3.20
VOLUME 1
52-Week high 3.80
52-Week low 2.08
P/E
Mkt Cap.(Rs cr) 383
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.36
Sell Qty 1373.00

Shree Global Tradefin Ltd. (SHGLOBALTRAD) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Company's Thirty First Annual Report and theCompany's audited financial statement for the financial year ended 31 st March2017.

FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2017 is summarizedbelow:

(Rs. in Lakhs)

Standalone Consolidated
Current Previous Current Previous
Particulars
Year Year Year Year
2016-17 2015-16 2016-17 2015-16
Sales ( Net ) 4735.12 13195.30 4735.12 13195.30
Other Income 29.59 153.33 29.59 153.33
Total Income : 4764.71 13348.63 4764.71 13348.63
"Profit before Interest
Depreciation & Tax" (562.11) (647.65) (562.11) (647.65)
Less : Finance Cost 196.86 148.47 196.86 148.47
Depreciation 0.20 0.50 0.20 0.50
Profit/(Loss) before tax (365.05) (498.68) (365.05) (498.68)
Less : Current Tax - - - -
Taxation of Earlier Years - 34.61 - 34.61
"Add: Share in profit of Associates" - - 272.35 281.36
Net Profit/ (Loss) after Tax (365.05) (533.29) (92.70) (251.93)

OPERATIONS AND OVERALL PERFORMANCE

On Standalone Basis

The Company has a net loss of Rs. 365.05 Lakhs for the year under review as against Rs.533.29 Lakhs loss in the last year. The total Income of the Company was Rs. 4764.71 Lakhsas against Rs.13348.63 Lakhs during the last year.

On Consolidated Basis

The Company has consolidated net loss of Rs. 92.70 Lakhs for the year under review asagainst Rs. 251.93 Lakhs loss in the last year. The total consolidated income of theCompany was Rs. 4764.71 Lakhs for the year under review as against Rs. 13348.63Lakhs during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is Trading in Iron & Steel products. TheManagement discussion and analysis is given hereunder:-

a) Industry structure and development: Company is engaged in tradingactivity primarily having vast potential & now being getting attention of theorganised sector.

b) Opportunities and threats: Sustained economic growth in the country may affectthe business of the Company and sector overall. However the Company is taking propersteps to mitigate the business risk.

c) Segment-wise performance: The Company is operating on only one broad segment andhence separate segmental reporting is not applicable. The Company has no activity outsideIndia.

d) Outlook: The outlook for 2017-2018 has to be viewed in the context overalleconomic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and isinitiating adequate step.

f) Internal control system: The Company maintains adequate internal controlsystems which provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: Theoperating performance of the Company has been discussed in Directors Report under the head‘Financial Highlights and Operations and Overall Performance' in the current year.

h) Human resources and industrial relations: During the year under review theEmployee/Industrial relations remained cordial.

i) Cautionary Statement: The Management Discussion and Analysis describe Company'sprojections expectations or predictions and are forward looking statements' within themeaning of applicable laws and regulations. Actual results could differ materially fromthose expressed or implied. Important factors that could make a difference to theCompany's operations include economic conditions affecting demand and supply and priceconditions in domestic and international market changes in Government regulations taxregimes economic developments and other related and incidental factors.

SUBDIVISION OF SHARES

Pursuant to approval of the Shareholders obtained on 29th September 2016your Company has sub-divided the face value of its equity shares of Rs. 5/- each fullypaid up into equity shares of Rs.1/- each fully paid up. The Board of Director of yourCompany has fixed 22 nd December 2016 as the "Record Date" for thePurpose of ascertaining the eligible Shareholders for receiving the aforesaid sub-dividedequity shares. Subsequent to the aforesaid Record Date new share certificate have beendispatched to the shareholder who held share in physical mode and also credited to therespective demat account who held shares in electronic mode.

DIVIDEND

In view of the losses incurred by the Company your Directors have not recommended anydividend for the year ended 31st March 2017.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates the audited consolidated financial statement is provided inthe Annual Report.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

As on 31st March 2017 we have 5 associate companies a list of which isgiven in note no. 23 to the financial statement.

None of the companies have become or ceased to be the associate companies during theyear under review.

In accordance with section 129(3) we have prepared consolidated financial statements ofthe Company and all its associates. Further a statement containing salient features ofthe financial statement of our associates in the prescribed format AOC-1 is appended as "AnnexureA" to the Board's Report.

INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is lookingafter the physical as well as Demat work and also shareholders correspondence in terms ofSEBI direction for having a common Registrar and Share Transfer Agent endeavored theirbest to service the Investors satisfactorily.

RESERVES

The Company did not propose to transfer any amount to any reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there are no changes in the nature of the business of thecompany.

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 weaknesses in the design or operation were observed.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

1. in the preparation of the annual accounts for the year ended 31st March2017 the applicable accounting standards have been followed and there are no materialdepartures from the same;

2. the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and ofthe profit & loss of the Company for the year ended on that date;

3. the Directors have 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;

4. the Directors have prepared the annual accounts on a ‘going concern' basis;

5. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and 6. the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

BOARD MEETINGS

Seven meetings of the Board of Directors were held during the Financial Year 2016-17 on30th May 2016 22nd June 2016 21st July 2016 14thAugust 2016 11th November 2016 23rd December 2016 and 09thFebruary 2017. In respect of such meetings proper notices were given and the proceedingswere properly recorded and signed in the Minutes book maintained for the purpose. Nocircular resolutions were passed by the Company during the financial year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

MR. RAJESH R. GUPTA (DIN 00028379)

In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. Rajesh R. Gupta (DIN 00028379) Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment.

MR. JAIKISHAN SARDA

Mr. Jaikishan Sarda retired as the Chief Financial Officer of the Company w.e.f 06thJune 2016.

MR. VIRESH SOHONI

Pursuant to section 203 of the Companies Act 2013 the Board appointed Mr. VireshSohoni as the Chief Financial officer of the company w.e.f 22nd June 2016. Hehas a vast experience of more than 24 years in the field of finance accounts andtaxation.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section 149(6) of Companies Act 2013.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review the Independent Directors had in accordance with theprovisions of Schedule IV (Code for Independent Directors) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 met separately and discussed and reviewed interalia the performance of NonIndependent Directors and the Board as a whole after taking into consideration the viewsof Executive and Non- Executive Directors.

PERFORMANCE EVALUATION OF THE DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation of the Individual Directors and the Board.

The framework of performance evaluation of the Independent Directors captures thefollowing points: A. Key attributes of the Independent Directors that justify his / herextension / continuation on the Board of the Company; B. Participation of the Directors inthe Board proceedings and his / her effectiveness; The evaluation was carried out by meansof the replies given / observations made by all the Directors on the set of questionsdeveloped by them which brought out the key attributes of the Directors quality ofinteractions among them and its effectiveness.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended are annexed hereto marked as "AnnexureB" and forms part of this report.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADEGUARANTEE GIVEN AND SECURITIES PROVIDED

Investments

The Company has not made any investments during the year under review.

Security / Guarantee

Details of Pledge Creation during the year
Sr. No Created in Favour of Security Name No. of Shares Pledged
1 Mr. Sunil Dalal Lloyds Steels Industries Limited 15708000
2 Mr. Sunil Dalal Lloyds Steels Industries Limited 23120000
3 Mr. Sunil Dalal Uttam Value Steels Limited 54500000
4 Mr. Sunil Dalal Uttam Value Steels Limited 154262322
5 Duli Trade & Commodities Private Limited Lloyds Steels Industries Limited 10200000
6 Duli Trade & Commodities Private Limited Uttam Value Steels Limited 86000000
7 Duli Trade & Commodities Private Limited Uttam Value Steels Limited 25000000
8 Duli Trade & Commodities Private Limited Lloyds Steels Industries Limited 3400000

Loans

The Company has not given any loan during the year under review.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

The Company did not enter into any transactions or arrangements or contracts with anyof the related party during the financial year ended 31st March 2017 pursuantto section 188 of the Companies Act 2013.

COMMITTEES AND POLICIES

Audit Committee

The Audit Committee comprises of Mr. Mohan Krishnamoorthy as the Chairman and Mr.Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

All the recommendations made by the Audit Committee are accepted and implemented by theBoard of Directors. More details on the committee are given in the Corporate GovernanceReport.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Mohan Krishnamoorthy as theChairman and Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as the Members.

During the financial year 2016-2017 two meetings of

Nomination and Remuneration Committee was held on 22nd June 2016 and 09thFebruary 2017.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is entrusted with the responsibility ofredressing the shareholders'/ investors' complaints with respect to transfer of sharesnon-receipt of Annual Report non-receipt of dividend etc. The Stakeholders RelationshipCommittee comprises of Mr. Mohan Krishnamoorthy as the Chairman and Mr. RavindraDeshpande and Mrs. Uniza Shaikh as the Members.

Risk Management Committee

The Risk Management Committee of the company comprises of Mr. Rajesh R. Gupta as theChairman and Mr. Mohan Krishnamoorthy Mr. Ravindra Deshpande and Mrs. Uniza Shaikh as theMembers.

Risk Management Policy

The Risk Management policy is formulated and implemented by the company in compliancewith the provisions of the new Companies Act 2013. The policy helps to identify thevarious elements of risks faced by the company which in the opinion of the Boardthreatens the existence of the Company. The Risk Management Policy as approved by theBoard is uploaded on the company's website at the web link: http://www.sgtl.in/policies.html.

Remuneration Policy

The Remuneration policy provides guidelines to the Nomination & RemunerationCommittee relating to the Appointment Removal & Remuneration of Directors and KMP. Italso provides criteria for determining qualifications positive attributes andindependence of a director.

The Nomination and Remuneration policy as approved by the Board is uploaded on thecompany's website at the web link: http://www.sgtl.in/policies.html.

Whistle Blower Policy & Vigil Mechanism

The Company has formulated Whistle Blower Policy & established Vigil Mechanism forthe directors and employees of the Company to report serious and genuine unethicalbehavior actual or suspected fraud and violation of the Company's code of conduct orethics policy. It also provides adequate safeguards against victimization of persons whouse such mechanism and makes provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases. None of the employees of the Company hasbeen denied access to the Audit Committee.

Mr. Rajesh R. Gupta Chairman and Managing Director of the company has been designatedas Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board isuploaded on the company's website at the web link: http://www.sgtl.in/policies.html.

Policy for Determination of Materiality of an Event or Information

In pursuant to Regulation 30 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the company has adopted this policy for determination ofmateriality based events on the criteria mentioned in the said regulation and that theinformation has been and is being promptly forwarded to the stock exchange.

Policy on Preservation of Documents

In pursuant to Regulation 9 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has adopted the policy on preservation of thedocuments.

Familiarization Programme

The Company has put in place familiarization programme for all its Directors includingthe Independent Directors. The details of Familiarization Programme are provided in theCorporate Governance Report and is also available on the website of the Company at theweblink http://www.sgtl.in/ policies.html.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions ofCorporate Governance as prescribed under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are complied with. The report on Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms an from the integral part of this Report. The requisite certificate Auditors of theCompany confirming compliance with the conditions of corporate governance is annexedhereto marked as "Annexure C" and forms part of this report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditor

Pursuant to Section 139 of the Companies Act 2013 Rules made thereunder and subjectto approval of the members of the company at the Annual General Meeting the Board ofDirectors on the recommendation of the Audit Committee appointed M/s Todarwal &Todarwal Chartered Accountants (ICAI Registration No: 111009W) as the Statutory Auditorsof the company for the period of five financial years commencing from 1stApril 2016 to 31st March 2021. The Board based on the recommendation of the AuditCommittee recommends the ratification of the appointment of M/s Todarwal &TodarwalChartered Accountants (ICAI Registration No: 111009W) as the Statutory Auditors.The members are thus requested to ratify the appointment of aforesaid Statutory Auditorsfor the next financial year 2017-2018 at the ensuing Annual GeneralMeeting.

The Auditors' Report for the financial year 2016-17 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatement in thisAnnual Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Mr. K. C Nevatia of K. C Nevatia & Associates a firm ofCompany Secretariesin Practice to undertake the Secretarial Audit of the Company for the financial year2016-17. The31st Annual Report 2016-17

Secretarial Audit Report does not contain any qualification reservation or adverseremark. The Secretarial Audit Report is annexed hereto marked as "Annexure D"and forms part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Information on conservation of energy technology absorption foreign exchangeearnings and out go in accordance with provisions of section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of Companies (Account) Rules 2014 is not required since theCompany is not a manufacturing Company.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return for the Financial Year 2016-17 is enclosed with thisreport pursuant to section 92 (3) of the Companies Act 2013 as a "AnnexureE" and forms part of this report.

GENERAL DISCLOSURE

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 review:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

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

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save or ESOS.

4. 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.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for theassistance and generous support extended by all Government authorities FinancialInstitutions Banks Customers and Vendors during the year under review. Your Directorswish to express their immense appreciation for the devotion commitment and contributionshown by the employees of the company while discharging their duties.

For and on behalf of the Board
Date : 26th May 2017 Rajesh R. Gupta
Place : Mumbai Chairman & Managing Director

Annexure A Part B: Associates and Joint Ventures

AOC 1

Shares of Associate/JointVentures held by the company on the year end
Profit/Loss for the year
Name of Associates/Joint Ventures Latest Audited Balance Sheet Date No. Amount of Investment in Associates/ Joint Ventures Extent of Holding% Networth Description of how there is significant influence Reason why the associate/ Joint Ventures is not consolidated Net worth attributable to shareholding as per latest audited Balance Sheet Considered in Consolidation Not Considered in Consolidation
Emetalsteel.Com Private Limited 31st March 2017 21980 0 43.96 (1852597) (814401.64) - (10433)
Halan Properties Private Limited 31st March 2017 490000 29400000 49.00 91323525 44748527.25 3663798 3813340
Indrajit Properties Private Limited (Consolidated) 31st March 2017 21472 176300 42.94 2641831694 Due to percentage of Shareholding - 1134508202.67 23571441 31322460
Triumph Trade & Properties Developers Private Limited 31st March 2017 199494 0 39.94 (1525731) (609357.72) - (2420717)
Vidarbha Power Private Limited 31st March 2017 11980 119800 23.96 (1529733) (366524.03) - (6743)

Particulars of Employees Annexure - B

Information as per Rule 5(2) & 5(3) of Chapter XIII the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

Top 10 employees in terms of remuneration drawn during the year

Sr. No. Name Designation / Nature of Duties Remuner- ation Qualification Experience (in years) Date of Commencement of Employment Age (in years) Last Employment Held
1 Rajesh R. Gupta Chairman & Managing Director 2544000 B.COM 34 01/05/2014 52 Lloyds Steels Industries Limited
2 Viresh Sohoni Chief Financial Officer 1530940 B.COM 23 02/02/1998 45 J. B. Palekar & Co. Chartered Accountants
3 Nandakumar Patkar Manager- Accounts 701321 B.COM 23 21/03/1994 48 Lloyds Capital Services Limited
4 L. N. Sharma Officer 639382 B.COM 40 01/01/1987 62 Shrinivas mill
5 Jitendra K Sharma Company Secretary 180000 B.COM ACS 3 01/12/2014 31 -
6 Sejal Parkar Assistant- Accounts 283470 B.COM 25 13/11/2006 41 Prakash Roadlines Limited
7 Ashok G. Pavlekar Assistant 228431 B.A 38 01/01/1988 59 R. N. Gupta & Co.
8 Deepak Chawan Senior Assistant 329171 B.A 32 10/10/1988 44 -
9 Prakash Gurav Assistant P & A 271069 B.A 31 05/01/1990 49 S.N.D.T College
10 Laxman Kamble Assistant 215851 B.A 36 04/05/1989 59 Diamond Market

Notes:

1. Details of Employees who were :

(A) Employed throughout the Financial Year under review and in receipt of remunerationfor the Financial Year in the aggregate of not less than Rs. 10200000 per annum- None(B) Employed for the part of the Financial Year under review and in receipt ofremuneration at the rate of not less than Rs. 850000/- per month - None

2. There was no employee either throughout the financial year or part thereof who wasin receipt of remuneration which in the aggregate was in excess of that drawn by theManaging Director or Whole-time Director and who held by himself or alongwith his spouseor dependent children two percent or more of the Equity Shares of the Company.

3. None of the above employees is a relative of any Director of the Company.

Annexure - B

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

i. The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2016-17 and ratio of the remuneration ofeach Director to the median remuneration of the employees of the Company for the financialyear 2016-17 are as under:

Sr. No Name of Director/ KMP and Designation Remuneration of Director/ KMP for Financial year 2016-17 (in Rs.) % increase in Remuneration in the Financial Year 2016-17 Ratio of Remuneration of each Director to median remuneration of employees
1. Mr. Rajesh R. Gupta 2544000 Nil 8.31
Chairman & Managing Director
2. Mr. Ravindra Deshpande Nil Nil Nil
Non Executive Director
3. Mr. Mohan Krishnamoorthy Nil Nil Nil
Non Executive Independent Director
4. Mrs. Uniza Shaikh Nil Nil Nil
Non Executive Independent Director
5. Mr. Viresh Sohoni 1530940 * Not Applicable
Chief Financial Officer
6. Mr. Jitendra K. Sharma 180000 Nil Not Applicable
Company Secretary and Compliance Officer

Rs. * Details not given as Mr. Viresh Sohoni was a Chief Financial Officer only forpart of the financial year 2016-17. ii. The median remuneration of employees of theCompany during the financial year wasRs. 306321. iii. In the financial year there was adecrease of (0.15) % in the median remuneration of employees. iv. There were 10 permanentemployees on the rolls of Company as on 31st March 2017. v. Average percentagedecrease made in the salaries of employees other than the managerial personnel in the lastfinancial year i.e. 2016-17 was (5.35) % whereas there was (0.34) % decrease in themanagerial remuneration for the same financial year. vi. It is hereby affirmed that theremuneration paid is as per the Remuneration Policy for Directors Key ManagerialPersonnel and other Employees.

Annexure C

AUDITORS' CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the Members of Shree Global Tradefin Limited

We have examined the compliance of conditions of corporate governance by Shree GlobalTradefin Limited (‘the Company') for the year ended 31st March 2017 asprescribed in Regulations 17 to 27 46 (2) (b) to (i) and para C D and E of Schedule Vof Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(LODR).

We state that the compliance of conditions of Corporate Governance is theresponsibility of the management and our examination was limited to procedures andimplementation thereof adopted by the Company for ensuring the compliance of theconditions of the Corporate Governance. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above mentioned LODR.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.

For TODARWAL & TODARWAL
Chartered Accountants
Firm Reg No.: 111009W
Sunil Todarwal
Date : 26th May 2017 Partner
Place: Mumbai Membership No. 032512