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Shentracon Chemicals Ltd.

BSE: 530757 Sector: Industrials
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Shentracon Chemicals Ltd. (SHENTRACONCHEM) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the twenty third Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31stMarch 2016.

FINANCIAL SUMMARY OF THE COMPANY:

(Amount in Rs)

Financial results for the year ended 31st March 2016 31st March 2015
Total Income 1256810 3140572
Profit / (Loss) before Depreciation & tax (191745) (299759)
Less : Depreciation (190568) (190568)
Profit/ (Loss) before tax (1177) (490327)
Less: Tax Expenses _ _
Profit /(Loss) for the year (1177) (490327)
Add: Balance as per last financial statements (96854555) (96364228)
Surplus/(Deficit) in the Statement of Profit and Loss (96853378) (96854555)

STATE OF COMPANY'S AFFAIRS:

As you are aware that due to uneconomical condition and technical unavailability theproduction in chemical plant was shut down since long period and the board of directorsresolved to close the company's main business of chemical. The management also disposedoff the existing chemical Plant & Machineries and Electrical appurtenant thereto onblock basis and transferred the same from Fixed Assets to Current Assets as the same arenow meant for disposal off. We have already disposed off block of the Plants &Machineries during this year and are currently negotiating with parties for rest of theplants & Machineries.

We are earning income by renting out a portion of factory building and let out thevacant land for hiring out for logistic purpose. The management is seriously consideringthe revival of the Company. Many alternate business plans including enhancement of networth are under consideration. The management is hopeful of reviving the Company.

OPERATIONAL REVIEW:

• Revenue from operations decreased to Rs. 1256810/- in the current year asagainst Rs. 3140572/- in the previous year.

• Net Loss decreased to Rs. 1177/- in the current year as against a loss of Rs.490327/- in the previous year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

INDUSTRY OUTLOOK:

Presently the Company is not engaged in manufacturing process of Chemicals.

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the F.Y.2015-2016.

DIVIDEND:

In view to strengthen the Company's reserve and due to inadequate profit your Board ofDirectors has decided not to recommend any dividend for the year ended 31stMarch 2016.

CHANGES IN SHARE CAPITAL:

The paid up Share Capital as on 31st March 2016 stood at Rs 71618580.During the year under review the Company has not issued any shares with differentialvoting rights sweat equity shares nor granted any Employees stock options. The companyneither came out with rights bonus private placement and preferential issue.

TRANSFER TO RESERVE:

During the period under review no amount was transferred to General Reserve.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

DIRECTORS

The Members of the Company appointed Mr. Piyush Mondal and Mr. Tarun Mondol as anIndependent Directors of the Company. In accordance with the Articles of Association ofthe company and relevant section of the Companies Act 2013 Mrs. Garima Sureka (DIN:07138785) Director of the Company retires by rotation & being eligible offers herselffor re-appointment at the ensuing Annual General Meeting of the company .

KEY MANGERIAL PERSONNEL

Your Company have following personnels designated as whole time key managerialpersonnel pursuant to section 203 of Companies Act 2013 and rules made thereon:

1) Mr. Jayanta Sahu Manager

2) Mr. Rajesh Kumar Rungta Chief Financial Officer

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as per applicable provisions of the Companies Act 2013 and Securities AndExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

NUMBER OF MEETINGS OF THE BOARD

The company has duly complied with section 173 of the Companies' Act 2013. During theyear under review Five Board meetings were convened and held. The maximum intervalsbetween any two meetings did not exceeded 120 days. The dates on which meeting were heldare as follow:

Date of the meeting No. of Directors attended the meeting
28th May 2015 3 (Three)
13th August 2015 4 (Four)
13th November 2015 4 (Four)
12th February 2016 4 (Four)
31st March 2016 4 (Four)

COMMITTEES OF BOARD

. There are currently four Committees of the Board as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Shares Transfer Committee

The details of composition of the Committees of Board of Directors are as under:-

A. Audit Committee

During the year under review the Board of Directors of your Company re-constituted anAudit Committee in accordance with the provisions of Section 177 of the Companies Act2013 and Companies (Meetings of Board and its Powers) Rules 2014.

The Committee had met four times i.e. on 28th May 2015 13thAugust 2015 13th November 2015 and 12th February 2016. Thedetails of composition of the Audit Committee are as under:-

Sl. No. Name Chairman/ Members
1. Mr. Pijush Mondal Chairman-Independent Director
2. Mr. Tarun Mondal Member-Independent Director
3. Mr. Jagdish Prasad Sureka Member-Non Executive Director

All the recommendation from the committee was accepted by the Board.

Vigil Mechanism / Whistle Blower Policy

In compliance with provisions of Section 177(9) of the Companies Act 2013 andRegulation 22 of SEBI Listing Regulations 2015 the Company has framed a Vigil Mechanism/ Whistle Blower Policy to deal with unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct or ethics policy if any. The Vigil Mechanism /Whistle Blower Policy have also been uploaded on the website of the Company and may beaccessed at http://www.shentracon.com.

B. Nomination & Remuneration Committee

During the year under review the Board of Directors of your Company had met once i.e.on 28th May 2015. The details of composition of the Nomination &Remuneration Committee are as under:-

Sl. No. Name Chairman/ Members
1. Mr. Tarun Mondal Chairman- Independent Director
2. Mr. Jagdish Prasad Sureka Member Non Executive Director
3. Mrs. Garima Sureka Member- Non Executive Director

The Nomination & Remuneration committee has revised its existing remunerationpolicy and framed it as per section 178 (3) of Companies Act 2013 read with Regulation 19of SEBI Listing Regulations 2015. The policy of the company on remuneration of DirectorsKMPs and other employees and appointment of Director including criteria for determiningthe qualification experience positive attributes and independence of directors wasrecommended to board and was duly approved. The Remuneration policy is stated in thecorporate governance report. The said policy has been made available on the website of theCompany www.shentracon.com under the weblink http://www.shentracon.com/pdf/nomination_remuneration_policy.pdf.

The details of criteria for performance evaluation as laid by Nomination &Remuneration committee are disclosed in the Corporate Governance report which forms apart to the Annual report.

C. Stakeholders' Relationship Committee

In compliance with the provisions of Section 178(5) of the Companies Act 2013 and readwith Regulation 20 of SEBI Listing Regulations 2015 the Board of Directors of yourcompany have constituted a Stakeholder Relationship Committee.

Following are the terms of reference of the Stakeholders Relationship Committee:

a) Consider and resolve the grievances of the security holders of the Companyincluding complaints related to transfer of shares non receipt of annual report nonreceipt of declared dividends etc

b) Set forth the policies relating to and to oversee the implementation of the Code ofConduct for Prevention of Insider Trading and to review the concerns received under theShentracon Chemicals Limited Code of Conduct.

The Company has adopted the Code of Conduct for Prevention of Insider Trading underthe SEBI (Prohibition of Insider Trading) Regulations 2015. The Code lays down guidelinesfor procedures to be followed and disclosures to be made while dealing with the shares ofthe Company.

The Company has also adopted the Code of Corporate Disclosure Practices for ensuringtimely and adequate disclosure of Price Sensitive Information as required under theRegulations. The Manager & CFO is the Public Spokesperson for this purpose.

The Committee had met once i.e. on on 28th May 2015.The details ofcomposition of the Stakeholders' Relationship Committee are as under:-

Sl. No. Name Chairman/ Members
1. Mr. Tarun Mondal Chairman- Independent Director
2. Mr. Jagdish Prasad Sureka Member- Non Executive Director
3. Mrs. Garima Sureka Member- Non Executive Director

RISK MANAGEMENT POLICY

Pursuant to section 134(n) of the Companies Act 2013 and Regulation 17(9) of SEBIListing Regulations 2015 your company has a robust Risk Management framework toidentify evaluate business risk and opportunities. Risk management is the process ofidentification assessment and prioritization of risks followed by coordinated efforts tominimize monitor and mitigate/ control the probability and / or impact of unfortunateevents or to maximize the realization of opportunities.

Management of risk remains an integral part of your Company's operations and it enablesyour Company to maintain high standards of asset quality at time of rapid growth of itslending business. The objective of risk management is to balance the trade-off betweenrisk and return and ensure optimal risk-adjusted return on capital. It entails independentidenti cation measurement and management of risks across the businesses of your Company.Risk is managed through a framework of policies and principles approved by the Board ofDirectors supported by an independent risk function which ensures that your Companyoperates within a pre-defined risk appetite. The risk management function strives toproactively anticipate vulnerabilities at the transaction as well as at the portfoliolevel through quantitative or qualitative examination of the embedded risks.

Your Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. Your Company's managementsystems organizational structures processes standards code of conduct and behavioursgoverns how the Group conducts the business of the Company and manages associated risks.

PREVENTION PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an internal complaint committee under section 4 of The SexualHarassment of women at workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year no complaint was filed before the said committee.

LISTING AT STOCK EXCHANGE:

The Equity shares of the company are listed on The Calcutta Stock Exchange AssociationLtd. The Ahmedabad Stock Exchange Limited and The Bombay Stock Exchange Association Ltd.Annual Listing fees for all Exchanges has been paid. The Equity Shares of the Company aresuspended in Bombay Stock Exchanges since 10.09.2001.

FAMILIARIZATIONS PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI Listing Regulations 2015 the Company hasconducted the Familiarization Programme for Independent Director to familiarize them withtheir roles rights responsibilities in the company nature of the industry in which thecompany operates business model of the company etc. through various initiatives. Thesame has been uploaded in Company's website and may be accessed athttp://www.shentracon.com.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGOES:

Information as required under the provisions of section 134(3)(m) of the Companies Act2013 and relevant applicable rules details relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are given in the "Annexure-A"which is annexed hereto and forms part of Board's Report.

The Board as a whole is an integrated balanced and cohesive unit where diverse viewsare expressed and dialogued when required with each Director bringing professional domainknowledge to the table. All Directors are participative interactive and communicative.

The information flow between your Company's Management and the Board is completetimely with good quality and sufficient quantity.

MANAGERIAL REMUNERATION:

The statement containing the disclosure as required in accordance with the provisionsof Section 197(12) of the Companies Act 2013 read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies(Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016 isannexed as "Annexure B" and forms a part of the Board Report.

Further none of the employees of the Company are in receipt of remuneration exceedingthe limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and Companies(Appointment and Remuneration of ManagerialPersonnel)Amendment Rules 2016 so statement pursuant to Section 197(12) of the CompaniesAct 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and Companies (Appointment and Remuneration ofManagerial Personnel)Amendment Rules 2016 is not required to be included.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has neither a Subsidiary Company nor a Joint Venture Company or anAssociate Company during the year under review. Therefore no disclosure is required to beincluded in this report.

Moreover Formulation of Policy for determining material subsidiary is not required.

STATUTORY AUDITORS

M/s. K. P. Jhawar & Co. Chartered Accountants was appointed as Statutory Auditorsof the Company to hold office till the conclusion of the ensuing Annual General Meeting.Further the Auditors have confirmed their eligibility under section 141 of the CompaniesAct 2013 and rules farmed there under and also confirmed that they hold a validcertificate issued by the Peer Review Board of the ICAI as required under Regulation 33(d)of the SEBI Listing Regulations 2015 .

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

The statutory Auditor has not reported any incident of fraud to the Audit committee ofthe company in the year under review.

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 Company hasappointed M/S. MR & Associates a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed herewith as "Annexure C".

In connection with the Observation reported in Secretarial Audit Report regards toAppointment of Whole Time Company Secretary It is clarified that your Board proposed toappoint Company Secretary but due to some unforeseeable circumstances the appointmentcould not be made during this financial year.

Further with regards to one pending case with the CJM Court Alipore under Section162(1) of the Companies Act 1956 it is clarified that the matter is subjudice.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act 2013 and The Companies(Accounts) Rules 2014 the Company has appointed M/s. J. Khemani & Co. to undertakethe Internal Audit of the Company for the F.Y. 2015-2016. There stood no adverse finding& reporting by the Internal Auditor in the Internal Audit Report for the year ended 31stMarch 2016.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of Annual Return as on31st March 2016 is annexed herewith as "Annexure D".

MATERIAL CHANGES AND CHANGES IF ANY AFFECTING THE FINANCIAL POSITION:

There have been no material changes and commitments affecting the financial position ofthe company which have occurred since 31st March 2016 being the end of theFinancial Year of the Company to which financial statements relate and the date of thereport.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND

COMPANY'S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.Further the details of proceedings against the Company and its Directors are given inAnnexure to Director's Report which forms part of the Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has policy for Internal Financial Control System commensurate with thesize scale and complexity of its operations. Detailed procedural manuals are in place toensure that all the assets are safeguarded protected against loss and all transactionsare authorized recorded and reported correctly. The scope and authority of the InternalAudit (IA) function is defined in the internal financial control policy. The InternalAuditor monitors and evaluates the efficiency and adequacy of Internal Financial controlsystem in the Company its compliance with operating systems accounting procedures andpolicies. To maintain its objectivity and independence the Internal Auditor reports tothe Chairman of the Audit Committee of the Board the internal audit report on quarterlybasis and some are reviewed by the committee. The observation and comments of the AuditCommittee are placed before the Board.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS :

Particulars of loans givn guarantees given and Investments made under the provisionsof Section 186 of the Companies Act 2013 read with relevant applicable rules thereon asprovided in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibilities pursuant to Section 135 of theCompanies Act 2013 read with relevant applicable rules thereon are not applicable to theCompany.

DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read relevant applicable rules.

CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

During the year the Company had not entered into any contract / arrangement /transaction with related parties thus disclosure relating to details of contracts orarrangements or transactions with related parties referred to in section 188(1) in FormAOC-2 is not required. There are no materially significant related party transactions madeby the Company with Promoters Directors Key Managerial Personnel or their relatives orother designated persons which could have a potential conflict with the interest of theCompany at large. All Related Party Transactions are periodically placed before the AuditCommittee as also the Board for approval.

Your Directors draw attention of the members to Note 20(X) to the Financial Statementwhich sets out related party disclosures.

The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and may be accessed at www.shentracon.com

FORMAL ANNUAL EVALUATION:

The Nomination & Remuneration Committee of your Company has formulated and laiddown criteria for Performance Evaluation of the Board (including Committees) and everyDirector (including Independent Directors) and that of Committees pursuant applicableprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Based on these criteria the performance of the Boardvarious Board Committees viz. Audit Committee Stakeholder's Relationship CommitteeNomination and Remuneration Committee and Share Transfer Committee and IndividualDirectors (including Independent Directors and chairman) was evaluated.

During the year under review the Independent Directors of your Company reviewed theperformance of Non-Independent Directors and Chairperson of your Company taking intoaccount the views of Executive Directors and Non-Executive Directors.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provision of Section 134(5) of the Companies Act 2013 your Board ofDirectors to the best of their knowledge and ability state that:

a) In the preparation of the annual accounts for the financial year ended on 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures.

b) The directors have selected such accounting policies and applied them consistentlyand made judgments 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 2016 and ofthe 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 Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and senior managementof the Company Board members and senior management personnel have affirmed compliance withthe Code for the financial year 2015-16.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act 2013 the Company is not required totransfer any amount to Investor Protection and Education Fund as the Company has notdeclared any Dividend since its incorporation and as such there is no amount of dividendwhich was due and payable and remained unclaimed and unpaid for a period of seven years.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review is presentedin a separate section forming part of the Annual Report as "Annexure E" .

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance andadhere to the Corporate Governance requirements set out under Regulation 34 read withSchedule V of the SEBI Listing Regulations 2015. The report on Corporate Governance asstipulated under the Listing Agreement forms an integral part of this Report. Therequisite certificate from the Auditors of the Company confirming compliance with theconditions of corporate governance is annexed to the Corporate Governance Report which isa part of Board's Report as "Annexure F".

ACKNOWLEDGEMENTS:

Your Directors take the opportunity to thanks the Regulators Organizations andAgencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members vendorsbanks and other business partners for the excellent support received from them during theyear. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors
Place: Kolkata Jagdish Prasad Sureka
Date: 30th May 2016 Chairman
DIN: (00482176)

Annexure "A" to the Director Report

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand

Outgo as required under the Companies (Accounts) Rules 2014

a) Conservation of Energy:

The Company's production at present is under suspension and therefore no power isconsumed at the factory.

b) Technology Absorption:

The Company's factory at Dankuni is under suspension of work therefore TechnologyAbsorption is not applicable.

c) Foreign Exchange Earning and Outgo:

A) Activities relating to Export/initiatives taken to increase exports &Development of New Export market for products and services and Export plans:

At present the Company has no production and sales so matter will be considered onlyafter restart of production.

B) Total Foreign Exchange used and earned:

i) Foreign Exchange Earning : Nil
ii) Foreign Exchange Outgo : Nil

 

For and on behalf of the Board of Directors
Place: Kolkata Jagdish Prasad Sureka
Date: 30th May 2016 Chairman
DIN: (00482176)

Annexure "B" to the Director Report

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 AND COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL)AMENDMENT RULES 2016

The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16 percentage increase inremuneration of each Director Chief Financial Officer The Directors and key ManagerialPersonnel are not being paid Remuneration and there were no Permanent employees in theCompany as on March 31 2016.

a. Percentage increase in the Median Remuneration of Employees during the Year: TheMedian Remuneration of Employees as on March 31 2016 was NIL and as on March 31 2015 wasalso NIL. So the percentages increase in the median remuneration of employees was NotApplicable during the financial year. Number of permanent Employees on the rolls ofCompany: There were no permanent employee on the rolls of Company as on March 31 2016;Comparison of Remuneration of the Key Managerial Personnel(s) against the performance ofthe Company: Not Applicable.

Comparison of the remuneration of each Key Managerial Personnel against the performanceof the company:- Not Applicable as no Remuneration was paid to Key Managerial Personnelduring the Financial Year 2015-2016.

b. c. (i) Variations in the market capitalization of the Company: Not available dueto no trading in Stock

Exchanges.

(ii) Price Earnings ratio of the Company: - Current stock price was not available dueto no trading in Stock Exchanges.

(iii) Percent increase over/ decrease in the market quotations of the shares of thecompany as compared to the rate at which the company came out with the last public offerin the year- The company came out with IPO in the year 1995 at the face value and theprice of the shares as on 31st March 2016 stands to Rs 10/- . Further the Company had notcome out with any public offerings during the financial year March 31 2016.

d. Average percentage increase made in the salaries employees other than themanagerial personnel in the last financial year: Average percentage increase made in thesalaries employees other than the managerial personnel in the last financial year i.e.2015-16 is not Applicable.

e. Key parameters for any variable component of remuneration availed by thedirectors : NIL

f. 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: Not Applicable.

It is hereby affirmed that the remuneration paid is as per the as per the RemunerationPolicy for Directors Key Managerial Personnel and other Employees.

For and on behalf of the Board of Directors
Place: Kolkata Jagdish Prasad Sureka
Date: 30th May 2016 Chairman
(DIN: 00482176)