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SRS Ltd.

BSE: 533569 Sector: Consumer
NSE: SRSLTD ISIN Code: INE219H01039
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VOLUME 112184
52-Week high 8.25
52-Week low 2.33
P/E
Mkt Cap.(Rs cr) 74
Buy Price 2.67
Buy Qty 4790.00
Sell Price 2.70
Sell Qty 2500.00
OPEN 2.65
CLOSE 2.69
VOLUME 112184
52-Week high 8.25
52-Week low 2.33
P/E
Mkt Cap.(Rs cr) 74
Buy Price 2.67
Buy Qty 4790.00
Sell Price 2.70
Sell Qty 2500.00

SRS Ltd. (SRSLTD) - Director Report

Company director report

To

The Shareowners

Your Directors present the 16th Annual Report of the Company for FY 2015-16along with the audited statements of accounts for the same period.

FINANCIAL RESULTS

The results of your Company for the year ended 31st March 2016 are asfollows: -

Rs in Lacs
Particulars 31.03.2016 31.03.2015
Revenue from Operations 373282.51 382483.79
Other Income 90.55 586.00
Total Revenue 373373.06 383069.79
Profit/(Loss) before Finance Cost Depreciation & Amortization Expense and Tax 11898.55 14051.50
Finance Cost 8089.25 7062.97
Profit before Depreciation & Tax 3809.30 6988.53
Depreciation 1890.30 2088.43
Profit before Tax 1919.00 4900.10
Provision for Tax
- Current 410.70 1037.02
- Deferred Tax (36.66) (27.50)
- MAT Credit (71.41) (12.85)
- Earlier Years 18.60 22.04
Profit after Tax 1597.77 3881.39
Face Value per Equity Share (in Rs.) 10.00 10.00
Earnings Per Share (in Rs.)
- Basic 0.57 1.39
- Diluted 0.57 1.39

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The jewellery industry is highly exposed to commodity (gold) price as well asregulatory risks..

It may be noted that jewellery segment contributes around 90% to the Company's revenuesand the jewellers strike initiated against 1% increase in excise duty announced in Budgetof Financial Year 2016-17 has highly impacted the jewellery business and there is severeloss of revenues and profitability resulting in cash crunch and liquidity issues.

The revenues of the company have decreased to the tune of 52% during the last quarterended 31st March 2016 as compared to quarter ended December 2015 and thecompany suffered huge losses during the last quarter in comparison to profits earned inother three quarters.

The Company reported revenue of Rs.3732.82 Crore in FY 2015-16 representing a declineof 2.41% over the figure of Rs.3824.84 Crore reported in FY 2014-15. The PBT and PAT forFY 16 stood at Rs.19.19 Crores and Rs.15.98 Crore respectively.

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of Financial Year 2015-16 and the date of thisreport.

DIVIDEND

Your Company is facing liquidity crunch and endures to utilise internal accruals forits business verticals therefore the Board do not recommend any dividend on equityshares for the financial year under review.

The details of amount lying as unclaimed in the Unpaid Dividend Account of the Companyfor the Dividend declared for the financial year 2011-12 & 2012-13 are given in theCorporate Governance Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 152 of the Companies Act 2013 Sh. Raju Bansalis due to retire by rotation at the forthcoming Annual General Meeting of the Company andbeing eligible offers himself for re-appointment as Director of the Company.

Sh. Nishant Goel Independent Director has resigned from directorship of the Company on10th September 2015 due to other preoccupations. The Board placed on recordits appreciation for the services rendered by Sh. Nishant Goel during his tenure ofdirectorship with the Company.

CA Ms. Sangeeta Adlakha was appointed as an Additional (Independent) Director of theCompany to hold office for five consecutive years w. e. f. 10th September 2015upto 9th September 2020 not liable to retire by rotation. However due toother preoccupations she was not able to continue as Director of the Company and resignedon 22nd June 2016. The Board placed on record its appreciation for theservices rendered by CA Ms. Sangeeta Adlakha during her tenure of directorship with theCompany.

Sh. Praveen Kumar Kapoor was appointed as an Additional Director of the Company on 19thJanuary 2016. His tenure of office expires at the forthcoming Annual General Meeting andhe is eligible for reappointment.

Sh. Ankit Garg has resigned from the directorship of the Company on 19thJanuary 2016. The Board placed on record its appreciation for the services rendered bySh. Ankit Garg during his tenure of directorship with the Company.

CA Sh. Vaibhav Gupta was appointed as an Additional (Independent) Director of theCompany to hold office for five consecutive years w. e. f. 13th July 2016 upto12th July 2021 not liable to retire by rotation. His tenure of office expiresat the forthcoming Annual General Meeting and he is eligible for reappointment.

A brief resume of appointee Directors the nature of expertise in specific functionalareas and names of Companies in which they hold Directorship and/orMembership/Chairmanship of Committees of the Board as stipulated under Regulation 36(3)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedwith the Notice calling 16th Annual General Meeting of the Company.

All the Independent Directors have given a declaration dated 31st March2016 under sub-section (6) of Section 149 of the Companies Act 2013 confirming theirindependence.

Sh. Sunil Jindal Managing Director Dr. Anil Jindal Sh. Vinod Kumar and Sh. RajuBansal Executive Directors are not receiving any commission/remuneration from anyHolding/Subsidiary Companies of the Company.

NUMBER OF BOARD MEETINGS

During the year under review Eighteen (18) meetings of the Board of Directors wereheld. Independent Director's also had their separate meeting on 30th March2016. The details of Board meetings and the attendance of Directors in such meetings aregiven in the 'Corporate Governance Report' forming part of this Annual Report.

PERFORMANCE EVALUATION MECHANISM

Information on the manner in which formal annual evaluation has been made by the Boardof its own performance and that of its Committees and individual directors is given in theCorporate Governance Report.

REMUNERATION POLICY

Information regarding Remuneration Policy is given in the Corporate Governance Report.

COMPOSITION OF COMMITTEES

The composition of Corporate Social Responsibility Committee as required under Section135(2) and the composition of Audit Committee as required under Section 177 (8) of theCompanies Act 2013 is given in the Corporate Governance Report.

Further the Board has accepted all the recommendations of the Audit Committee duringthe year under review.

LOANS GUARANTEES AND INVESTMENTS

The Company has not given guarantee in favour of any person/company during thefinancial year 2015-16.

The Company has provided following loans and has made the following investments u/s 186of the Companies Act 2013: -

S. No. Name of the Entity Nature of transaction Amount Particulars of Loans Guarantee or Investment
1 SRS Entertainment India Ltd. (Formerly known as SRS Entertainment Limited) Loan Rs.32866977/- Temporary Loan for expansion of business.
2. SRS Entertainment India Ltd. (Formerly known as SRS Entertainment Limited) Investment Rs.183400000/- Acquired the shares of the Company to make it wholly owned subsidiary

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. There being no 'material' related party transactions as defined under the CompaniesAct 2013 read with Regulation 27 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 hence there are no details to be disclosed in Form AOC-2in that regard.

CREDIT RATING

The Directors hereby inform you that due to liquidity crunch in the Company ICRALimited has revised its ratings to the Bank Facilities and Fixed Deposits of the Companyas under:

1. Long Term rating (Fund Based) - ICRA D
2. Short Term rating (Non-Fund Based) - ICRA D
3. Fixed Deposit (Medium Term) - MD

FIXED DEPOSITS

The Company has accepted Public Deposits/Fixed Deposits amounting to Rs. 7689.75 Lacsduring the year under review after complying with the provisions of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014. During the Year Rs.196Lacs were paid prematurely and the balance as on 31st March 2016 is Rs.9492.70Lacs.

The Company has issued the Circular or Circular in the form of Advertisement invitingDeposits pursuant to section 73 (2) (a) and section 76 read with rule 4(1) and 4(2) ofthe Companies (Acceptance of Deposits) Rules 2014 which was in continuation of earlierForm DPT-1 dated 6th August 2015 & Addendum to Form DPT-1 dated 15thDecember 2015. .

Due to liquidity crunch in the Company the Company was not able to maintain liquidassets for the year ended 31st March 2016 as required under Rule 13 of theCompanies (Acceptance of Deposits) Rules 2014.

The Company has been regular in repayment of Principal Amounts till mid of April 2016.But after that there is a default in repayment of principal amounts. However Interest isbeing paid regularly.

The Company has filed the petition for getting extension of time for repayment ofPrincipal Amount as well as exemption from creating reserve of 15% as required under Rule13 of the Companies (Acceptance of Deposits) Rules 2014 from the National Company LawTribunal Principal Bench New Delhi.

UNCLAIMED REFUND & INTEREST ON REFUND ACCOUNT

The Company has Rs. 149900/- as unclaimed in the Refund Account and Rs.29 277/- asunclaimed in the Interest on Refund Account maintained with the State Bank of India forIPO of the Company as on 31st March 2016.

AUDITORS

Statutory Auditors

M/s. S.S. Kothari Mehta & Co. Chartered Accountants and M/s. Rakesh Raj &Associates Chartered Accountants Joint Statutory Auditors of the Company have tenderedtheir resignation letters dated 20th August 2016. The Board has accepted theirresignations in their meeting held on 24th August 2016.

The Board has filled the casual vacancy by appointing M/s. SVP & AssociatesChartered Accountants and M/s. Oswal Sunil & Company Chartered Accountants as a JointStatutory Auditors of the Company in their meeting held on 24th August 2016.

M/s. SVP & Associates Chartered Accountants and M/s. Oswal Sunil & CompanyChartered Accountants have given their consent and confirmed that their appointment ifmade in the AGM will be within the prescribed limits under Section 141(3) of theCompanies Act 2013 and they are not disqualified for such appointment within the meaningof Section 141 of the said Act.

Internal Auditors

Presently the following firms of Chartered Accountants are the Internal Auditors ofthe Company:

M/s. Love Mangla & Co.

M/s. Sumit Chhabra & Co.

M/s. SRGM & Associates

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 Ms. Savita Trehan Company Secretary in practice to undertake the SecretarialAudit of the Company.

Secretarial Audit Report for the year 2015-16 given by Ms. Savita Trehan in theprescribed form MR-3 is annexed to this Report as Annexure-I.

AUDITORS' REPORT

The Joint Statutory Auditors' M/s. S. S. Kothari Mehta & Co. Chartered Accountantsand M/s. Rakesh Raj & Associates Chartered Accountants have given the following twoQualifications in Joint Statutory Audit Report:

I. Trade Receivables at UAE Branch includes an amount of Rs.34272 Lacs on account ofsale to parties during the year in UAE (including an amount of Rs.14756 Lacs on accountof sale to parties from inventories sent through NSEZ unit of the company located in Indiato UAE Branch through Branch Transfer) which are unsecured/not backed up by any security.

Hence the Auditors' are unable to form an opinion on the recoverability of the same& consequent impact on the profit of the Company for the quarter/year ended 31stMarch 2016.

Management's estimation on the impact of audit qualification:

'Nil' as per management in view of the following:

There are Trade Receivables at UAE Branch amounting to Rs.34 272 Lacs on account ofsale to parties during the year in UAE (including an amount of Rs.14 756 lacs on accountof sale to parties from inventories sent through NSEZ unit of the company located in Indiato UAE Branch through Branch Transfer and Rs.19516 lacs on account of local sale toparties by the UAE Branch).

Trade receivables of Rs.14756 lacs on account of sale to parties from inventories sentthrough NSEZ are within the limit as prescribed by the Reserve Bank of India (RBI) interms of its Master Circular No. 14/2015-16 dated July 01 2015. Moreover the Company hasa good track record of recovery from the overseas debtors since inception of overseastrade. An outstanding of Rs.23 062 lacs standing as at 31st March 2015 onaccount of direct sale to parties from NSEZ unit of the company was fully recovered in thefirst six months of current financial year ended 31st March 2016.

Further Remaining Trade Receivables amounting to Rs.19516 lacs on account of localsale to parties by the UAE Branch is outstanding for less than six month which would berecovered in due course of time. There is a general practice in the local market of UAE totrade on unsecured basis. In the same way company has unsecured trade payables amountingto Rs.19717 lacs on account of local purchase from the parties by the UAE Branch.

II. Deposit Repayment Reserve Account for the Fixed deposits at the close of the yearrequired under Section 73(2)(c) of the Companies Act2013 equal to 15% of the depositsmaturing in the year & year following were found short by Rs.1158 Lacs.

The Auditors' are unable to comment on the financial implications in respect of thesame.

The Secretarial Auditor Ms. Savita Trehan has also mentioned this qualification in herSecretarial Audit Report.

Management's estimation on the impact of audit qualification:

'Nil' as per management in view of the following:

The Company was not able to maintain funds in the liquid assets as required under theprovisions of Section 73(2)(c) read with Rule 13 of the Companies (Acceptance of Deposits)

Rules 2014 due to Jewellers strike initiated against 1% levy of excise duty in Budgetof Financial Year 2016-17 which has highly impacted the jewellery business of the Companyand there is severe loss of revenues profits and liquidity issues.

The Company has filed the petition for getting extension of time for repayment ofPrincipal Amount as well as exemption from creating reserve of 15% as required under Rule13 of the Companies (Acceptance of Deposits) Rules 2014 from the National Company LawTribunal Principal Bench New Delhi.

The auditors have not reported any incident of fraud to the Audit Committee during thefinancial year 2015-16.

SUBSIDIARIES AND BRANCHES

The Company has acquired 100% shareholding in SRS Entertainment India Limited (Formerlyknown as SRS Entertainment Limited) by making investment of Rs.13425000/- in thisCompany on 2nd January 2016 for expansion of its Cinema Business. On 31stMarch 2016 the Company had investment of Rs.1 83 40000/- in this Subsidiary Company.

The Company is also having Wholly Owned Subsidiary in the name of "SRS Worldwide(FZC) at Sharjah Airport International Free Zone (SAIF Zone) Sharjah.

The Company is also having Branch at Sharjah Airport International Free Zone (SAIFZone) Sharjah UAE for its jewellery business.

A report on the performance and financial position of each of the subsidiaries includedin the consolidated financial statement is set out herein as Annexure-II in the Form-AOC-1

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with Section 129(3) of the Companies Act 2013 and Accounting Standard -21 on Consolidated Financial Statements this Annual Report also includes ConsolidatedFinancial Statements for the year 2015-16.

Further the Annual Accounts and related documents of the subsidiary company shall bekept open for inspection at the Registered & Corporate Office of the Company. TheCompany will also make available copy thereof upon specific request by any Member of theCompany interested in obtaining the same.

EXTRACT OF ANNUAL RETURN

The extract of the annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 is annexed to this report as Annexure - III.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withsub-rules (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 there are no employees drawing remuneration in excessof the limits set out in the said Rules.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided here in below:-

i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the year 2015-16:

S. No. Name of Directors Nature of Directorship Ratio
1. Dr. Anil Jindal Chairman (Executive) 128:1
2. Sh. Sunil Jindal Managing Director 68:1
3. Sh. Raju Bansal Whole-Time Director 42:1
4. Sh. Vinod Kumar Whole-Time Director 42:1

(ii) the percentage increase in remuneration of Managing Director Whole-Time Director& CFO and Company Secretary in the financial year 2015-2016:

S. No. Name of Directors / KMPs Nature of Directorship Ratio
1. Sh. Sunil Jindal Managing Director -
2. Sh. Raju Bansal Whole-Time Director -
3. Sh. Bhagwan Dass Chief Financial Officer 2.13%
4. Dr. (Ms.) Navneet Kwatra C.O.O. & Company Secretary 2.13%

As the jewellery strike has badly impacted the Company and the Company's operatingcycle remained disrupted for the last 2-3 months. The debtors realization of jewellerysegment too was negligible. All such things cumulatively affected the cash flows of theCompany severely.

Therefore for better efficiency in the long-term and for overall good of the Companythe remuneration of all the Key managerial Personnel's of the Company i.e. the ChairmanManaging Director Executive Directors C.O.O & Company Secretary Chief FinanceOfficer and Chief Accounts Officer were reduced w. e. f. 1st June 2016.

All the KMPs gave their consent for the same.

S. No. Name Designation Revised Remuneration (p.m.) (in Rs.)
1. Dr. Anil Jindal Chairman (Executive) 350000/-
2. Sh. Sunil Jindal Managing Director 200000/-
3. Sh. Raju Bansal Whole-Time Director 125000/-
4. Sh. Vinod Kumar Whole-Time Director 125000/-
5. Sh. Bhagwan Dass Chief Accounts Officer 100000/-
5. Dr. (Ms.) Navneet Kwatra C.O.O. & Company Secretary 100000/-
6. Ms. Seema Narang Chief Accounts Officer 100000/-

Further there was no increase in the remuneration of Non-Executive Directors by way ofsitting fee for attending Board/Committee meetings for the financial year 2015-16. Noprofit linked commission is paid to Non-Executive independent Directors of the Company.

(iii) the percentage increase in the median remuneration of employees during thefinancial year was 0.86 %.

(iv) the number of permanent employees on the rolls of Company as on 31stMarch 2016 is 1883.

(v) there is no employee receiving remuneration in excess of the highest paid Directorduring the year:

(vi) yes the remuneration is as per the Remuneration Policy of the Company:

VIGIL MECHANISIM

The details of Vigil mechanism/Whistle Blower Policy are given in Corporate GovernanceReport.

RISK MANAGEMENT PLAN

For better corporate governance and in compliance with the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has adopted Risk Management Plan. The same is uploaded at the website of theCompany www.srsparivar.com.

LISTING AGREEMENT

The Company has executed New Listing Agreement as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with BSE & NSE in the Board Meeting held on12th February 2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has Corporate Social Responsibility (CSR) Policy for your Company pursuantto the provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 on the recommendations of the CSRCommittee.

Under the Corporate Social Responsibility the Company has started various initiativeslike:

'BETI BACHAO BETI PADHAO' MISSION under which the following was done

• An amount of Rs.10 000/- in the form of Fixed Deposit for 1st girl child andFixed Deposit of Rs.15 000/- in case of 2nd girl child (already having onegirl child) was gifted to the parents of a Girl Child born in SRS Sunflag HospitalSector-16A Faridabad

• Free education for all the girl students of all the classes of Govt. SeniorSecondary School Village Firozpur Kalan Ballabgarh Faridabad i.e. all type of fees -admission fees tuition fees examination fees etc. charged by the school for all the girlstudents has been paid by the Company under its CSR programme and further books notebooks bag and required stationery items were provided to them at the time ofadmission/promotion to a class.

The following incentives were offered to the Girl Children admitted in SRSInternational School:

• 50% of Admission fees and 50% of Tuition fees of 1st Hundred (100)Girl Children 25% of Admission fees and 25% of Tuition fees of next Hundred (101-200)Girl Children and

• 25% of Admission fees and 10% of Tuition fees of every Girl Child (201 andabove) was borne by SRS Limited under its CSR activity These incentive are provided for aperiod of 3 years.

'SRS-Swachchh Faridabad-Smart Faridabad' initiative started from sector-14Faridabad and included the following activities: -

• Placing of dustbins in Parks Road side areas Markets and at such other placeswhere the need is felt;

• Maintenance of Parks;

• Construction & Maintenance of Toilets in Parks Markets and other PublicPlaces;

• Purchase & running of Tractors with Trolleys Automatic Dust CollectingMachine etc. Hand carts Wipers Spades (Phawras) Gaintees Hammers Jharoos etc. forcollection of garbage medicinal spray as a precautionary measure for dengue malariaetc. watering the plants etc.;

• Plantation Activities by planting plants at different places maintaining thesame and/or sponsoring any such activity.

• Development of Village Ferozepur Kalan Ballabgarh Faridabad

The Annual Report on the CSR Activities undertaken by the Company during the financialyear is enclosed herewith as Annexure-IV

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy Conservation

With the ideology of adhering to preservation and conservation of natural resources wecontinue being environmentally responsible and energy efficient. We are committed to doits bit towards protection of environment and after taking positive steps in this areathe Company is keeping up its efforts to enhance its sustainable footprint. The followinginitiatives have been taken in this area:

• Replaced 100% CFLs and CDMTs into low consuming LED lights at SRS Mall and allthe outlets of SRS Value Bazaar. By this we can achieve optimum conservation ofelectricity.

• Installed Air Cooled Fluid Cooler for 1010 KVA DG set for lower fuel consumption

• Rain Water Harvesting System is in place for re-using rain water.

• Zero water discharge status from SRS Mall area and are in a position to harvestevery drop of rain water that will improve the ground water substantially.

• Installed latest technology Energy Star Rating HVAC items for reducedelectricity consumption

• Regularly & timely servicing of all DG sets and equipment for lower fuelconsumption

• Increased green area around the mall which is not only environmentally friendlybut also helps control the temperature.

• Recycling of water by Ist using for fountains & then same water used forgardening purpose. This water is not drain in sewer/drain lines.

• Cleaning of surrounding parking as mission of Swachchh Faridabad.

• Timings reduced of running units to be controlled in early morning & latenight.

ii) Technology Absorption : Nil

iii) Foreign Exchange Earning & Outgo

Earning in foreign Currency:

Particulars

For the year ended

31st March 2016 31st March 2015
Export of goods 51337.52 56644.63

Expenditure in foreign Currency:

Particulars

For the year ended

31st March 2016 31st March 2015
Advertisement - 0.05
Bank Charges & other financial expenses 5.91 5.74
Insurance Expenses 0.51 0.04
Lease Rent paid 2.57 0.41
Legal & Professional Expenses 0.15 0.87
Miscellaneous Expenses 0.05 0.14
Rates & Taxes 19.87 0.29
Other Operational Expense 39.13 -
Security & House Keeping 0.21 0.03
Travelling & Conveyance Expenses - 4.04
Total 68.40 11.61

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013the Directors of the Company confirm the following: -

(a) that in the preparation of the annual accounts for the year ended 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year an of the profit and loss of the Company for that period;

(c) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) that the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference tothe financial statements some of which are outlined below:

Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 to the extent applicable.These are in accordance with generally accepted accounting principles in India. Changes inpolicies if any are approved by the Audit Committee in consultation with the Auditors.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

Your Company has a policy for the prevention of sexual harassment which has beenimplemented at unit level. It ensures prevention and deterrence towards the commissioningof acts of sexual harassment and communicates procedures for their resolution andsettlement. A Committee has been constituted in accordance with the requirements under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013which ensures implementation and compliance with the Law as well as the policy at unitlevel.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

PENALTY FOR NON-COMPLIANCE OF REGULATION 33 OF THE SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015

The Company has paid penalty of Rs.45000/- each to BSE & NSE for delay in filingof Quarterly/Annual Results for the year ended 31st March 2016 by 9 days.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance together with the certificate from Ms. SavitaTrehan Practicing Company Secretary [FCS No.4374] confirming the compliance of theCorporate Governance is annexed to this report for information of the Members.

MANAGEMENT'S DISCUSSION & ANALYSIS

The Management's Discussion and Analysis Report of financial condition and results ofoperations of the Company is given as a separate statement forming part of this AnnualReport.

ACKNOWLEDGEMENT

The Board places its warm appreciation to all the Shareowners Bankers AuditorsCustomers employees and all other associates who supported and stood with the Company inthis challenging times.

Place: Faridabad For and on behalf of the Board
Date: 24th August 2016
(Sunil Jindal) (Raju Bansal)
Managing Director Whole-Time Director
DIN: 00013791 DIN:00007344