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Sunil Industries Ltd.

BSE: 521232 Sector: Industrials
NSE: N.A. ISIN Code: INE124M01015
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OPEN 28.95
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VOLUME 1500
52-Week high 44.60
52-Week low 27.55
P/E 8.17
Mkt Cap.(Rs cr) 13
Buy Price 29.95
Buy Qty 200.00
Sell Price 30.90
Sell Qty 100.00
OPEN 28.95
CLOSE 30.45
VOLUME 1500
52-Week high 44.60
52-Week low 27.55
P/E 8.17
Mkt Cap.(Rs cr) 13
Buy Price 29.95
Buy Qty 200.00
Sell Price 30.90
Sell Qty 100.00

Sunil Industries Ltd. (SUNILINDS) - Director Report

Company director report

To

The Members

SUNIL INDUSTRIES LIMITED DOMBIVLI

Your Directors have great pleasure in presenting 39th Annual Report alongwith the Audited Balance Sheet and Profit And Loss Account for the year ended on 31stMarch 2015.

1) FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTICULARS

For the year ended on

31st March 2015 31st March 2014
Total Income 2022138270 1273367533
Total Expenditure 1990453448 1251626810
Profit/(Loss) before Taxation 31684822 21740723
Provision for Tax 11698762 7507001
Net Profit/(Loss) after Tax 19986060 14233722
Profit/(Loss) b/f previous year 37632834 23399113
Balance c/f to Balance Sheet 56969319 37632834

2) REVIEW OF OPERATIONS

During the year ended 31st March 2015 your Company reported total Incomeof Rs. 2022138270 in comparison to Rs 1273367533/- in previous year resulting to anincrease of Rs. 748770737. The Net Profit after tax Increased to Rs. 19986060 ascompared to Rs. 14233722/- in previous year marking a increase of Rs. 5752338 due toincrease in demand of product.

3) DIVIDEND

In order to conserve the reserves your Company do not recommend dividend for thefinancial year 2014-15.

4) FUTURE PROSPECTS

Indian economy is expected to achieve a 6% CAGR in the next 10 years while many othercountries are predicted to face a slow growth or even stagnation. Interest of globalbrands and retailers in the Indian market is likely to fuel the growth. India wouldattract more investments from global brands and retailers in the coming years. This islikely to spur the country’s domestic demand and further enhance India’sinvestment in supply chain processes.

The country's clothing and textile industry would become more competitive both at thedomestic and global forefront. There would be diversification of the product mix therebycreating new opportunities for exports. Until 2005 Indian textile industry was driven bythe availability of raw material labor and Government policies. Till 2015 economistspredict that the industry will be driven by manufacturing excellence supply chainefficiency and a various range of product mix. After 2015 the industry is expected to beproduct brand and process driven.

5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.

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

6) CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is Annexure A toDirector’s Report.

7) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed also discussed at the meetings of the Audit Committee and theBoard of Directors of the Company.

The Company’s internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. These are routinely tested andcertified by Statutory as well as Internal Auditors. Significant audit observations andfollow up actions thereon are reported to the Audit Committee.

8) DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135 of the Companies Act 2013 and hence itis not required to formulate policy on corporate social responsibility.

9) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The particulars of investment made under Section 186 of the Companies Act 2013 havebeen disclosed in the financial statements in Note 10 of the Financial Statement.

The particulars of loans made under Section 186 of the Companies Act 2013 have beendisclosed in the financial statements in Note 11 and Note 15 of the Financial Statement.

The Company has not given any loans or given any guarantees.

10) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended is attachedas Annexure B to Director's Report.

11) EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The auditors' report and secretarial auditors' report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure which forms part of this report.

12) ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished as Annexure Cto Director's Report

13) NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year the Board had met four times on 30th May 2014; 14thAugust 2014 ; 14th November 2014 and 14th February 2015.

14) DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 The Board of Directors of theCompany hereby confirm:

(i) That in the preparation of the annual accounts the applicable accounting standardshave been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2015 and that of the profitof the Company for the year ended on that date.

(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(iv) That the annual accounts have been prepared on a going concern basis.

(v) The Board has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.-

(vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

15) DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

16) PARTICULARS OF REMUNERATION

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beenprovided as there are no employees drawing remuneration in excess of the prescribedlimits.

The information as required under section 197 (12) of the Companies Act 2013 withregard to the comparative statement of remuneration paid to Directors and the mediansalary paid to the employees of the company is available for inspection at the company'sregistered office during business hours.

The Nomination and Remuneration Committee of the Company has affirmed at its meetingheld on February 14 2015 that the remuneration is as per the remuneration policy of theCompany. The policy is available on the company's website: www.sunilgroup.com

17) DIRECTORS

Mr. Ravinder Kumar Gupta resigned from the office of Directorship with effect from 1stJanuary 2015. Your Directors place their appreciation for the work done by him during histenure.

Mrs. Alka Gopal Bajaj was inducted as an Additional Director on the Board of theCompany on 23rd March 2015 pursuant to the provisions of section 149 150 152read with Schedule IV and all other applicable provisions of the Companies Act 2013 andthe Companies (Appointment and Qualification of Directors) Rules 2014. She would holdoffice till the conclusion of ensuing Annual General Meeting. Company has received anotice in writing under Section 160 of the Companies Act 2013 from a member proposing hercandidature to appoint as an Independent Director of the Company to hold office for 5consecutive years commencing from 23rd March 2015 to 22nd March 2020.Your Directorshereby recommends her appointment as Independent Women Director of the Company andresolution for her appointment is put forward for your approval.

Mr. Ramesh Khanna is liable to retire by rotation in this Annual General Meeting andbeing eligible he has offered himself for reappointment as Director.

The Company has received notice in writing from member along with requisite feeproposing candidature of Mrs. Alka Gopal Bajaj as Directors of the Company. Your Directorsrecommend their appointment.

18) DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

19) STATUTORY AUDITORS

M/s V. K Beswal & Associates Chartered Accountants Mumbai registered with theInstitute of Chartered Accountants of India vide firm registration no 101083W wereappointed as Statutory Auditors at their Annual General Meeting held on 27th September2014 for the period of three (3) years. i.e for the Annual General Meeting to be held inyear 2017 subject to ratification at each Annual General Meeting. The Company has receivedletter from them to the effect that their appointment if made would be within theprescribed limits under Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified from appointment.

The resolution for ratification of his appointment is put forward for your approval inthe ensuing Annual General Meeting.

20) COST AUDITOR

M/s Shanker Chaudhary & Co Cost Accountant are appointed as Cost Accountants incompliance of Section 148(1) read with Section 139 of the Companies Act 2013 to auditCost records maintained by the Company for the financial year ended March 312016. Theresolution for ratification of remuneration paid to them is put forward for your approvalin compliance of Section 148 read with Companies (Audit and Auditors) Rules 2014.

21) INTERNAL AUDITORS

The company has appointed Sushil Budhia Associates Chartered Accountants Mumbai asinternal auditor of the company for financial year 2015-16.

22) SECRETARIAL AUDITOR

The Company has appointed M/s HS Associates Company Secretaries as SecretarialAuditors of the Company to carry out the Secretarial Audit for the Financial Year 2015-16and to issue Secretarial Audit Report as per the prescribed format under rules in terms ofSection 204? of the Companies Act 2013 and Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Their report is appended to this reportas Annexure D to Director's Report.

23) MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India isannexed to this Annual Report.

24) CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated under Clause 49of the Listing Agreement forms part of the Annual Report. The Certificate from thepracticing Company Secretary confirming compliance with the conditions of CorporateGovernance as stipulated under Clause 49 is also published elsewhere in this AnnualReport.

25) SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiary joint venture or associate company andtherefore provision with respect to Section 129 of the Companies Act 2013 are notapplicable to the Company.

26) CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates Company Secretaries is annexedhereto as Annexure E.

27) DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

*Mr. Rohit Gadia- Chairman *Mr. Mohd Iqbal-Member Mr. Pradeep Roongta- Member * MohdIqbal was inducted as member on 14th November 2014

*Rohit Gadia was elected as chairman of Audit Committee on 14th February2015 due to resignation of Mr. Ravinder Kumar Gupta.

The above composition of the Audit Committee consists of independent directors viz.Mr. Rohit Gadia and Mr. Mohd Iqbal who form the majority.

The Company has established a vigil mechanism policy to oversee the genuine concernsexpressed by the employees and other Directors. The Company has also provided adequatesafeguards against victimization of employees and Directors who express their concerns.The Company has also provided direct access to chairman of Audit committee on reportingissues concerning the interests of co-employees and the Company. The Vigil MechanismPolicy is available at the website of the company: www.sunilgroup.com

28) ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance Providing perspectives and feedback going beyond information provided by themanagement

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/her evaluation.

29) COMMITTEES OF THE BOARD

During the year in accordance with the Companies Act 2013 the Board constituted someof the Committees.

There are currently three Committees of the Board as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance"a part ofthis Annual Report in Annexure

30) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report

31) OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement a report on Corporate Governance isgiven in Annexure E

32) ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers commercial banks financialinstitution creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the company and also sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them

ON BEHALF OF THE BOARD
FOR SUNIL INDUSTRIES LIMITED
DATE : 14TH AUGUST 2015 VINOD LATH
PLACE : DOMBIVLI MANAGING DIRECTOR
DIN NO: 00064774

ANNEXURE-"A" TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31stMARCH 2015

Information pursuant to the Companies (Accounts) Rules 2014

(A) CONSERVATION OF ENERGY:

In line with the company's commitment towards conservation of energy all unitscontinue with their endeavor to make more efficient use of energy through improvedoperational and maintenance practices. The measures taken in this direction at the unitsare as under:

Replaced inefficient motors with energy efficient motors;

Installed power factor capacitor banks to save energy;

Heat recovery from CRP hot water to boiler feed;

Increase in temperature of feed water for saving on coal consumption in boilers;

Shades were covered by installing Natural ventilation equipment;

Made use of waste water generated by cooling coil moisture;

Trimming of impellers to save on power consumption in chilled water pumps;

(B) TECHNOLOGY ABSORBTION:

Regarding Research and development and technology absorption is not enclosed due to thefact that there is at present no scope for R&D and absorbing any new technology inview of type of product which is accepted by the customers. However your company shallcertainly go for it in future if any new development in technology takes place.

(C) RESEARCH AND DEVELOPMENT:

Regarding Research and development and technology absorption is not enclosed due to thefact that there is at present no scope for R&D and absorbing any new technology inview of type of product which is accepted by the customers. However your company shallcertainly go for it in future if any newdevelopment in technology takes place.

(D) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual out flows are as under:

Particulars 31/03/2015 31/03/2014
Rs in Lakhs Rs in Lakhs
Foreign exchange Earnings
(FOB Value of Exports) - -
Foreign Exchange outgo:
Stores Imported 20.20 5.96
Foreign travel 10.59 -

ANNEXURE B TO THE DIRECTORS' REPORT

FORM NO. AOC - 2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014]

Form for disclosure of particulars of contracts/arrangements entered into by SunilIndustries Limited with the related parties referred to in sub-section (1) of section 188of the Companies Act 2013 including certain arms-?ength transactions under third provisothereto.

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

(a) Name(s) of the related party and nature of relationship NIL

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the valueif any

(e) Justification for entering into such contracts or arrangements or transactions

(f) date(s) of approval by the Board

(g) Amount paid as advances if any

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship RAREFAB TEXTILES PVT LTD RAREFAB TEXTILES PVT LTD VANDANA

TEXTILES

SUNIL FABRICS PVT LTD
(b) Nature of contracts/arrangements/ transactions Purchase of Goods Sales of Goods Leasing of Property Leasing of Property
(c) Duration of the contracts/arrangements/transactions 12 months 12 Months 12 Months 12 Months
(d) Salient terms of the contracts or arrangements or transactions including the value if any 11092967 250435 600000 5000
(e) Date(s) of approval by the Board if any: 30th May 2014 30th May 2014 30th May 2014 30th May 2014
(f) Amount paid as advances if any NIL NIL NIL NIL

Annexure D to Director’s Report Secretarial Audit Report

Form No. MR-3

FOR FINANCIAL YEAR ENDED ON 31ST MARCH 2015.

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Sunil Industries Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Sunil Industries Limited (hereinaftercalled "The Company"). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the Company has during the auditperiod ended on 31st March 2015 complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance-mechanism in place tothe extent in the manner and subject to the reporting made hereinafter:

We have examined the books papers and minute books as mentioned in Annexure 1Forms and returns filed and other records maintained by Sunil Industries Limited ("TheCompany"for the year ended on 31st March 2015 to the extent applicable to theprovisions of:

I. The Companies Act 2013 ("The Act")and the Rules made thereunder;

II. The Securities Contracts (Regulation) Act 1956 ("SCRA")and theRules made thereunder;

III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ("SEBI Act") to the extent applicableto the Company:-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransferAgents) Regulations 1993 regarding the Companies Act and dealing with client;

e. The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited.

VI. We have relied on the representation made by the Company and its Officers forsystems and mechanism put in place by the Company for Compliances under other applicableAct Laws and Regulations to the Company.

We report that since the Secretarial Standard-1 "Meeting of Board ofDirectors" and Secretarial Standard-2 "General Meetings" are effective from1st July 2015 compliance are not required for the year ended 31st March 2015 as pernotification dated 23rd April 2015 issued by the Institute of Company Secretaries ofIndia. We further report that the Company has complied with the applicable clauses of theListing Agreement entered into by the Company with the BSE. During the period under reviewthe company has complied with the provisions of the Act Rules Regulations andGuidelines mentioned above subject to the following observation.

- The Company has not appointed a whole time Company Secretary as per section 203 ofCompanies Act 2013.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. We further report that during theaudit period the company has:

1. Passed Special Resolution in the Annual General meeting of the Company held onSeptember 27 2014 to lease mortgage or create charge on the properties of the Companynot exceeding Rs 100 Crores.

2. Passed Special Resolution intheAnnual General meeting of the Company held onSeptember 27 2014 to borrow amount exceeding paid up capital and free reserves of theCompany not exceeding Rs 100 Crores.

For HS Associates
Company Secretaries
Date : 14th August 2015. Hemant S. Shetye
Place : Mumbai Partner
FCS No.: 2827
CP No.: 1483

This report is to be read with our letter of even date which is annexed as AnnexureII and forms an integral part of this report

Annexure - I

BOOKS PAPERS AND MINUTE BOOKS MAINTAINED BY THE COMPANY

1. Book containing the Minutes of Board Meeting General Meeting and Committee Meeting.

2. Book of accounts.

3. Register of Members.

4. Register of index of members.

5. Register of Transfer.

6. Register of Directors and Key managerial personnel and their shareholding.

7. Register of Charges.

8. Register of investments or loans made guarantee or security provided.

9. Register of particulars of contracts.

10. Attendance Register.

For HS Associates
Company Secretaries
Date : 14th August 2015. Hemant S. Shetye
Place : Mumbai Partner
FCS No.: 2827
CP No.: 1483

Annexure - II

To

The Members

Sunil Industries Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these Secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness appropriateness of financial records and booksof accounts of the Company.

4. Where ever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the Company nor of the efficacy or effectiveness with which themanagement has conducted the affairs of the Company.

For HS Associates
Company Secretaries
Date : 14th August 2015. Hemant S. Shetye
Place : Mumbai Partner
FCS No.: 2827
CP No.: 1483