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Shree Hari Chemicals Export Ltd.

BSE: 524336 Sector: Industrials
NSE: N.A. ISIN Code: INE065E01017
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OPEN 51.00
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VOLUME 2812
52-Week high 118.40
52-Week low 49.00
P/E
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Hari Chemicals Export Ltd. (SHHARICHEM) - Director Report

Company director report

[Pursuant to Section 134(3) of the Companies Act 2013]

To

The Members

SHREE HARI CHEMICALS EXPORT LIMITED

The Directors have pleasure in presenting the Twenty Ninth Annual Report together withthe Statement of Accounts for the year ended on March 31 2016:

FINANCIAL RESULTS: (Rs. in Lakhs)
Particulars 2015-2016 2014-2015
Sales 10096.43 13099.69
PROFIT BEFORE DEPRECIATION & TAX 402.06 5188.17
Less:
Depreciation 307.93 332.43
PROFIT BEFORE TAX 94.13 4855.74
Less: Provision for Taxation
Current Tax 32.00 1575.00
Deferred Tax (50.35) 73.34
Short/excess provision of Income Tax - 0.57
PROFIT AFTER TAX 112.48 3206.83
Surplus brought forward from Previous Year 4429.96 1516.52
PROFIT AVAILABLE FOR APPROPRIATION
Transfer to General Reserve - 160.00
Proposed Dividend 44.46 111.16
Tax on Proposed Dividend 9.05 22.23
Surplus Carried Forward 4488.93 4429.96

OPERATIONS:

During the year under review sales for the year was Rs. 10096.43 Lakhs as against Rs.13099.69 Lakhs for the previous year. Profit after tax was Rs.112.48 Lakhs as againstProfit of Rs. 3206.83 Lakhs for the previous year. Export earnings were Rs. 689.37 Lakhsas against Rs. 707.59 Lakhs for the previous year.

Profit of the Company declined due to sharp fall in the international price of theproducts.

TRANSFER TO GENERAL RESERVES

There was no transfer of profits to General Reserve during the year

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Re. 1/- (Rupee one pershare i. e. 10 % on 4446300 Equity Shares of Rs. 10/- each for the year 2015-2016.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year dated31st March 2016 and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors were held during the year. Details of theMeetings of the board please refer to the corporate governance report which forms partof this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Hanuman Prasad Ramuka (DIN 02440114) Director of the Company retires at theensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri Kishori Lal Ramuka resigned as Chairman & Executive Director and Director ofthe Company with effect from July 1 2016. The Board expresses its appreciation to ShriKishori Lal Ramuka for the services rendered by him during his tenure with the Company.

Shri Bankesh Chandra Agrawal resigned as Managing Director and appointed as Chairmanand Executive Director with effect from July 1 2016.

Shri Anup Ramuka appointed as an Additional Director of the Company with effect fromJuly 1 2016. He holds office upto the date of ensuing Annual General Meeting. The Companyhas received notice alongwith requisite deposit proposing his canditure for the office ofDirectorship.

Shri Anup Ramuka also appointed as the Managing Director of the Company for a period ofthree years with effect from July 1 2016. The resolution seeking approval of the membersfor appointment and remuneration of Shri Anup Ramuka has been incorporated in the noticeof the ensuing Annual General Meeting of the Company.

Smt. Priyanka Ajmera Company Secretary of the Company resigned with effect from April11 2016.

DECLARATION FROM INDEPENDENT DIRECTORS

Shri Virjanand Gupta Shri Arvind Chirania Shri Vinit Kedia and Smt. Ekta Sultaniawho are independent directors have submitted declarations that each of them meets thecriteria of independence as provided in sub Section (6) of Section 149 of the Act andthere has been no change in the circumstances which may affect their status as independentdirector during the year. In the opinion of the Board the independent directors possessappropriate balance of skills experience and knowledge as required.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism formulated by the Company provides a channel to the employees and Directors toreport to the management concerns about unethical behaviour actual or suspected fraud orviolation of the Codes of conduct or policy. The mechanism provides for adequatesafeguards against victimization of employees and Directors to avail of the mechanism andalso provide for direct access to the Managing Director/ Chairman of the Audit Committeein exceptional cases.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria forselection of candidates for appointment as directors independent directors seniormanagement are placed on the website of the Company weblinkhttp://www.shreeharichemicals.in /policies.aspx There has been no change in the policiessince the last fiscal year. We affirm that the remuneration paid to the directors is asper the terms laid out in the remuneration policy of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

(iii) they 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal and statutoryauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany s internal financial controls were adequate and effective during the financialyear 2015-16.

The internal auditor also regularly reviews the adequacy of internal financial controlsystem.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 of the Act the extract of annualreturn is enclosed which forms part of the directors report as Annexure I.

AUDITORS

M/s. Kailash Chand Jain & Co Chartered Accountants (ICAI Registration No.112318W) the Auditors of the Company who would retire at the ensuing Annual GeneralMeeting offer themselves for re-appointment. M/s. Kailash Chand Jain & Co CharteredAccountants the existing auditors have furnished a certificate confirming that ifre-appointed for the financial year 2016-2017 their re-appointment will be in accordancewith Section 139 read with Section 141 of the Companies Act 2013.

You are requested to appoint Auditors and to fix their remuneration.

COST AUDIT

As per Section 148 and other applicable provisions of the Companies Act 2013 theBoard of Directors based on the recommendation of the Audit Committee had appointed M/s.B. F. Modi & Associates Cost Accountants as Cost Auditors to carry out the audit ofthe Cost Records of the Company for the Financial Years 2015-16. M/s. B. F. Modi &Associates Cost Accountants have also been appointed as Cost Auditors to carry out theaudit of the Cost Records of the Company for the Financial Year 2016-17. The necessaryresolution for seeking ratification of payment of remuneration to them is included in thenotice of the ensuing annual general meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions if any ofthe Companies Act 2013 M/s. Parikh Parekh & Associates Practicing CompanySecretaries were appointed as the Secretarial Auditors for auditing the secretarialrecords of the Company for the financial year 2015-2016.

The Secretarial Auditors Report is annexed as Annexure II.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The auditor s report does not contain any qualifications reservations or adverseremarks.

The Secretarial Audit Report for the financial year ended March 31 2016 do not containany qualification reservation adverse remark. The reasons for unspent amount of CSRexpenditure is explained in the Annual Report on Corporate Social ResponsibilitiesActivities annexed to this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

[Pursuant to Section 134 of the Companies Act 2013 read with Companies (Accounts)Rules 2014]

1. Conservation of energy:

a. Steps taken / impact on conservation of energy:

During the year the Company continued to make efforts to prevent wasteful electricalconsumption.

b. Steps taken by the company for utilising alternate sources of energy including wastegenerated:

The Company is planning to set a Solar Power Plant in order to minimize the cost ofelectrical consumption. c. The Capital invested on energy conservation equipment : - NIL -

2. Technology absorption :

a. Efforts in brief made towards technology absorption during the year under revieware: Not Applicable b. Benefits derived as a result of the above efforts e.g. productimprovement cost reduction product development import substitution etc.: NotApplicable c. In case of imported technology (imported during the last 3 years reckonedfrom the beginning of the financial year) following information may be furnished : NotApplicable d. Expenditure incurred on Research and Development: NIL

3. Foreign exchange earnings and Outgo :

(Rs. in Lakhs)
Foreign exchange earnings and outgo 2015-16
a. Foreign exchange earnings 689.37
b. Foreign exchange outgo 1015.95

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexedas Annexure III.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

The Company had received a notice vide letter dated 17th June 2015 from the RegionalOfficer Mahad Maharashtra Pollution Control Board ("Board") directing to closethe manufacturing activities of the company s factory and hence manufacturing activitieswere closed. However the same was restarted vide order dated 10th July 2015 receivedfrom the said Board.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments during the yearended March 31 2016.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which is approved by the Board. The CSR policy of theCompany is placed on the website of the Company weblink http://www.shreeharichemicals.in/policies.aspx.

In accordance with the provisions of Section 135 of the Companies Act 2013 anabstract on Company s CSR activities is furnished as Annexure IV.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2and the same forms part of this report as Annexure V.

EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board own performance Board committees and individualdirectors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No. Performance evaluation of Performance evaluation performed by Criteria
1. Each Individual directors Nomination and Remuneration Committee Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided key performance aspects in case of executive directors etc.
2. Independent directors; Entire Board of Directors excluding the director who is being evaluated Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided etc.
3. Board its committees and individual directors All directors Board composition and structure; effectiveness of Board processes information and functioning performance of specific duties and obligations timely flow of information etc.
The assessment of committees based on the terms of reference of the committees

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. All employees (permanent contractual temporary trainees) are covered underthis policy.

LISTING AGREEMENT AND LISTING FEES

The Company has entered into Listing Agreement with BSE Limited in terms of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Company has paidthe listing fees to BSE Limited for the year 2016-2017.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andConduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and isavailable on our website www. shreeharichemicals.in/policies.aspx.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As per the Listing Regulations the Corporate Governance Report Management Discussionand Analysis Report and the Auditor s Certificate regarding compliance with conditions ofCorporate Governance forms part of the Annual Report

ACKNOWLEDGEMENT

Your Directors convey their gratitude to the State Bank of India and every officialcustomers suppliers other associates of the company for their continued assistance andsupport. The Directors also wish to place on record their appreciation of the hard workput in by the staff of the Company. The Directors are also grateful to you theShareholders for the confidence you continue to repose in the Company.

For and on behalf of the Board
Place: Mumbai Bankesh Chandra Agrawal
Date: 1st August 2016 Chairman & Executive Director

ANNEXURE III

PARTICULARS OF EMPLOYEES

B. Remuneration of Directors [Section197(12) and Rule 13.3

(a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Executive directors Ratio to median remuneration
Shri Kishori Lal Ramuka 22:01
Shri Bankesh Chandra Agrawal 22:01
Shri Hanuman Prasad Ramuka 9:01

(b) The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase/decrease in remuneration in the financial year
Shri Kishori Lal Ramuka - Chairman & Executive Director -52%
Shri Bankesh Chandra Agrawal Managing Director -52%
Shri Hanuman Prasad Ramuka Whole time Director 49%
Shri Sanjay Kedia -Chief Financial Officer 15%

(c) The percentage increase in the median remuneration of employees in the financialyear 2015-16 compared to 2014-15 is 27% (d) The number of permanent employees on the rollsof Company : 69 Employees as on 31.03.2016.

(e) The explanation on the relationship between average increase in remuneration andCompany performance :

In order to ensure that remuneration reflects Company performance the performance payis also linked to organization performance and individual utilization in addition toindividual performance. The increase in remuneration is in line with the market trends.

(f) Comparison of the remuneration of the key managerial personnel against theperformance of the Company :

Aggregate remuneration of 231.82
key managerial personnel (KMP) in FY 15-16 (Rs. Lakhs)
Revenue (Rs. Lakhs) 10366.70
Remuneration of KMPs (as % of revenue) 2.24
Profit before Tax (PBT) (Rs. Lakhs) 94.12
Remuneration of KMP (as % of PBT) 246.30

(g) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year :

Particulars 31-Mar-16 31-Mar-15 % Change
Market Capitalisation( Rs. Lakhs) 4001.67 4810.89 -17
Price Earnings Ratio 35.57 1.50 2266.67

(h) Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:

Particulars March 31 2016 (IPO) % Change*(?)
Market Price (BSE) 90 - -

(i) Average percentile increase in the salaries of employees other than the managerialpersonnel : 12.50%

(j) Comparison of each remuneration of the key managerial personnel against theperformance of the Company :

(Rs. in Lakhs)

Chairman & Executive Director Managing Director Whole Time Director CFO Company Secretary
Remuneration in FY 15-16 (Rs. Lakhs) 82.80 82.80 35.78 27.75 2.69
Revenue (Rs. Lakhs) 10366.70
Remuneration as % of revenue 0.80 0.80 0.34 0.27 0.026
Profit before Tax (PBT) (Rs. Lakhs) 94.12
Remuneration (as % of PBT) 87.97 87.97 38.02 29.48 2.85

(k) The key parameters for any variable component of remuneration availed by thedirectors:

N.A.

(l) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None (m) Affirmation that the remuneration is as per the remunerationpolicy of the Company

The Company affirms remuneration is as per the remuneration policy of the Company.

(n) Details of employees who are in receipt of remuneration in aggregate of RupeesSixty lakhs for the year or Rupees Five lacs per month if employed for part of the year.

Name Age Designation Qualification Experience Remuneration Nature of Employment Date of commencement of employment Last employment / Designation % of Share holding
(Rs. In lakhs)
K. L. Ramuka 68 Chairman & Executive Director B. Com Over 42 years in Textile and Chemical Industry 82.80 Contractual 29.10.1998 Ramuka Textiles Pvt. Ltd. (Director) 0.015
B. C. Agrawal 65 Managing Director B. Com AICWA Over 40 years in Yarn and Chemical Industry 82.8 Contractual 09.10.1987 Shubhlaxmi Syntex Pvt. Ltd. (Director) 1.38

There are no other employees who were in receipt of remuneration for that year in theaggregate of sixty lakh rupees or for five lakh rupees per month if employed for part ofthe year.

For and on behalf of the Board
Place: Mumbai Bankesh Chandra Agrawal
Date:1st August 2016 Chairman & Executive Director

ANNEXURE IV

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

[Pursuant to clause (o) of sub-section (3) of Section 134 of the Companies Act 2013and Rule 9 of the Companies (Corporate Social Responsibility) Rules 2014]

1. A brief outline of the Company s CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs:

SHCEL intends to make a positive difference to society and contribute its share towardsthe social cause of betterment of society and area in which Company operates. SHCELrecognizes that its business activities have wide impact on the societies in which itoperates and therefore an effective practice is required giving due consideration to theinterests of its stakeholders including shareholders customers employees suppliersbusiness partners local communities and other organizations. The Company endeavors tomake CSR a key business process for sustainable development.

Our CSR initiatives focus on promoting education preventive health care andsanitation environmental sustainability and measures for benefits of villagers in ruralareas of Raigad District. These projects are in accordance with Schedule VII of theCompanies Act 2013.

The CSR Policy was approved by the Board of Directors at its Meeting held on 29th May2014 and has been uploaded on the Company s website. The web link is:http://www.shreeharichemicals.in / policies.aspx

2. Composition of the CSR Committee: CSR Committee comprises of the followingDirectors:

Shri. Arvind Chirania - Chairman

Shri. Virjanand Gupta - Member

Shri. Vinit Kedia - Member

3. Average net profit of the Company for last three financial years for the purpose ofcomputation of CSR : Rs. 1993.23 Lakhs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) : Rs.39.86 Lakhs

5. Details of CSR spent during the financial year :

(a) Total amount to be spent for the financial year : Rs. 39.86 Lakhs
(b) Amount unspent if any : Rs. 31.14 lakhs

(c) Manner in which the amount spent during the financial year is detailed below:

Sr. No. CSR Project or activity identified Sector in which the project is covered Projects or programmes 1) Local area or other 2) Specify the State and district where Projects or Programs was undertaken Amount outlay (budget) project or program-wise Amount spent on the projects or programs Sub-heads (1) Direct expenditure thereon projects or programs (2) other heads: Cumulative expenditure up to the reporting period Amount spent Direct or through implementing agency*
(Rs. in Lakhs) (Rs. in Lakhs) (Rs. in Lakhs)
1 Supply of samplings Environmental Sustainability Local area Tetghar 0.075 Direct Expenditure 0.075 Direct
2 Supply and installation of domestic light fitting to RZP school Promoting education Local area Terdewadi 0.06025 Direct Expenditure 0.13525 Direct
3 Eye checking and spectacles distribution to old age villagers preventive health care and sanitation Local area Temghar & Jite 0.3425 Direct Expenditure 0.47775 Direct
4 Supply of school uniform Promoting education Local area Fouji Ambavade 0.063 Direct Expenditure 0.54075 Direct
5 RZP school garden development Promoting education Local area Jite 0.025 Direct Expenditure 0.56575 Direct
6 Replacement of damaged water line of water supply system. preventive health care and sanitation Local area Temghar 0.23650 Direct Expenditure 0.80225 Direct
7 Donation for emergency Ambulance of Satya Sai Baba Trust preventive health care and sanitation Local area Mahad 2.00 Direct Expenditure 2.80225 Direct
8 MIDC water bill of Grampanchayat preventive health care and sanitation Local area Jite 3.00587 Direct Expenditure 5.80812 Direct
9 Sponsorship for National Level Tech Fest at DBATU Promoting education Local area DBATU Lonere 0.25 Direct Expenditure 6.05812 Direct
10 Primary school painting Promoting education Local area Temghar 0.25 Direct Expenditure 6.30812 Direct
11 Compound wall for primary school Promoting education Local area Kusgaon 0.41995 Direct Expenditure 6.72807 Direct
12 Purchase of equipments for handicapped peoples. preventive health care and sanitation Local area Mahad 2.00 Direct Expenditure 8.72807 Direct

6. In case the company has failed to spend the two per cent of the average net profitof the last three financial years or any part thereof the Company shall provide thereasons for not spending the amount in its Board report

There is a deficit of Rs.31.14 Lakhs in the Company s CSR spent during the financialyear under report. In view of the significant reduction in the profitability of theCompany during the financial year under report there was a financial constraint inspending the required amount under the CSR activities.

During the period under review the Company has an unspent amount of Rs. 3113649/-against the amount of Rs. 3986456/-to be spent during the year towards Corporate SocialResponsibility.

7. A responsibility statement of the CSR Committee that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of the company.

The implementation and monitoring of CSR Policy is in compliance with CSR Objectivesand policy of the Company.

Anup Ramuka Arvind Chirania
Managing Director Chairman CSR Committee

ANNEXURE V

FORM NO. AOC.2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm s length basis:

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advances if any Date on which the special resolution was passed in General Meeting as required under first proviso to Section 188
Shri Anup Ramuka son of Shri Kishori Lal Ramuka Employment continuous Monthly Salary of Rs. 2.00 Lakhs (During the FY 2015-16 Rs. 24.00 Lakhs) Shri Anup Ramuka is a Master of Business Administration (MBA) from Chetna Institute of Management and his knowledge and services would be beneficial to the Company 14.03.2014 N.A N.A
Shri Amit Ramuka son of Shri Kishori Lal Ramuka Employment continuous Monthly Salary of Rs. 2.00 Lakhs (During the FY 2015-16 Rs. 24.00 Lakhs) Shri Amit Ramuka is a Master of Business Administration (MBA) from Chetna Institute of Management and his knowledge and services would be beneficial to the Company 14.03.2014 N.A N.A
Shri Sarthak Agrawal son of Shri Bankesh Chandra Agrawal Employment continuous Monthly Salary of Rs. 2.00 Lakhs (During the FY 2015-16 Rs. 24.00 Lakhs) Shri Sarthak Agarwal is a Master of Business Administration (MBA) from Indian Institute of Planning and Management (I. I. P. M.). University and his knowledge and services would be beneficial to the Company 14.03.2014 N.A N.A
Smt. Shalini Kedia relative KMP Employment continuous Monthly Salary of Rs. 0.50 Lakhs plus other benefits (During the FY 2015-16 Rs. 6.75 Lakhs) Smt. Shalini Kedia is a Bachelor of Arts (B. A.) and her knowledge and services would be beneficial to the Company 12.08.2015 N.A N.A

2. Details of material contracts or arrangements or transactions at arm s length basis:NIL

For and on behalf of the Board
Place: Mumbai Bankesh Chandra Agrawal
Date: 1st August 2016 Chairman & Executive Director