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Unimode Overseas Ltd.

BSE: 512595 Sector: Others
NSE: N.A. ISIN Code: INE348N01018
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OPEN 2.28
PREVIOUS CLOSE 2.40
VOLUME 517
52-Week high 2.49
52-Week low 1.37
P/E 21.36
Mkt Cap.(Rs cr) 1
Buy Price 2.35
Buy Qty 628.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.28
CLOSE 2.40
VOLUME 517
52-Week high 2.49
52-Week low 1.37
P/E 21.36
Mkt Cap.(Rs cr) 1
Buy Price 2.35
Buy Qty 628.00
Sell Price 0.00
Sell Qty 0.00

Unimode Overseas Ltd. (UNIMODEOVERSEAS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 23rd Annual Report onbusiness and operations of your Company along with the audited financial statements forthe year ended 31 March 2016.

1. FINANCIAL HIGHLIGHTS

Particulars Year ended March 312016 Year ended March 312015
Total Income 1256861.00 1409949.00
Total Expenditure 1662792.00 1389180.43
Profit/(Loss) Before Tax (405931.00) 20768.57
Current Tax - 3957.45
Minimum Alternate Tax - (3957.45)
Profit/(Loss) After Tax (405931.00) 20768.57
Balance brought forward from previous year (48614358.91) (48635127.48)
Balance Profit/Loss carry forward to the next year. (49363290.00) (48614358.91)

2. FINANCIAL PERSPECTIVE OF THE YEAR

Revenue from operation for the year ended March 312016 was Rs.1256861/- as comparedto the revenue for the previous year was Rs.1409949/-.During the year the Companyincurred loss amount of Rs.405931.EPS for the year is Rs.(0.0810) per share as comparedto Rs.0.0041 per share in the previous year.

3. DIVIDENDS & APPROPRIATIONS:

In order to strengthen the business of the Companyyour Directors decided that it wouldbe prudent to plough back the profits of the Company and accordingly the Board does notpropose and declare any dividend for the year under review.

4. SHARE CAPITAL

The paid up Equity Share Capital as on March 312016 was Rs.5.01 crores.During the yearunder review the company has not issued any shares or any convertible instruments.

5. RESERVE

The Loss of Rs.405931/- incurred during the year has been transferred to theReserves.

6. NATURE OF BUSINESS

There is no change in nature of business of the Company during the financial year2015-16.

7.CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

8. HUMAN RESOURCES

The well disciplined workforce which has served the company for the very foundation ofthe company’s major achievements and shall well continue for the years to come.Themanagement has always carried out systematic appraisal of performance.The company hasalways recognized talent and has judiciously followed the principle of rewardingperformance.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act2013Directors of your Company herebystate and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March2016theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b) 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 the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

e) they have laid down internal financial controls in the company that are adequate andwere operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect fromlossunauthorized use or disposition of its assets.All the transactions are properlyauthorizedrecorded and reported to the Management.The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements.The internal auditor of the company checks and verifies theinternal control and monitors them in accordance with policy adopted by the company.Eventhrough this non-production period the Company continues to ensure proper and adequatesystems and procedures commensurate with its size and nature of its business.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Companies Act2013 and the Articles of Association of theCompanyMr.Vikas MunjalMr.Ashish Goel & Mr.Satish Kumar Gupta was appointed as anAdditional Director w.e.f.29h September2015 and Mrs.Geetanjali Gupta wasappointed as an Additional (Independent) Director w.e.f 19th August2016.Theyshall hold office up to the date of the ensuing Annual General Meeting.

Mr.Rakesh JainMrs.Madhu Goyal and Jitender Singh have resigned from directorship ofthe Company w.e.f 29h September2015

Ms.Pooja Gupta has resigned from the post of Directorship of the Company w.e.f.19 thAugust2016 due to some unavoidable circumstance.The Board places on record itsappreciation for the valuable guidance and services rendered during her tenure.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act2013 and under the ListingAgreement/SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 with theStock Exchanges.

Necessary resolutions for the re-appointment of the aforesaid Directors have beenincluded in the Notice convening the ensuing AGM and details of the proposal forre-appointment are mentioned in the Explanatory Statement to the Notice.

Mr.D.K Mahwar appointed as CEO of the Company w.e.f 10th August2016 sarNaman GuptaCompany Secretary has resigned w.e.f.March 92016.

12.NUMBER OF MEETINGS OF THE BOARD

Seven meetings of the board were held during the year.For details of the meetings ofthe boardplease refer to the corporate governance reportwhich forms part of this report.

13.BOARD EVALUATION

The board of directors has carried out an annual evaluation of its ownperformanceboard committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements)Regulations 2015("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition andstructureeffectiveness of board processesinformation and functioningetc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition ofcommitteeseffectiveness of committee meetingsetc.The board and the nomination andremuneration committee reviewed the performance of the individual directors on the basisof the criteria such as the contribution of the individual director to the board andcommittee meetings In additionthe chairman was also evaluated on the key aspects of hisrole.

In a separate meeting of independent directorsperformance of non-independentdirectorsperformance of the board as a whole and performance of the chairman wasevaluatedtaking into account the views of executive directors and non-executivedirectors.The same was discussed in the board meeting that followed the meeting of theindependent directorsat which the performance of the boardits committees and individualdirectors was also discussed.Performance evaluation of independent directors was done bythe entire boardexcluding the independent director being evaluated.

14.POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and othermatters provided in section 178(3) of the Act has been disclosed in the corporategovernance reportwhich forms part of this report.

15.AUDIT COMMITTEE

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

16.AUDITORS

16.1 STATUTORY AUDITORS

M/s Sunil Kumar Gupta & Co (Firm Registration No.003645N)Chartered Accountantshave been appointed as statutory auditors of the company at 22nd Annual GeneralMeeting held on 29.09.2014 for a period of five years subject to ratification by membersat every consequent Annual General Meeting.Thereforeratification of appointment ofStatutory Auditors is being sought from the members of the Company at the ensuing AGM.

16.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules2014the Company hasappointed of Ms Anita AswalPracticing Company Secretary (Membership No.37019)CompanySecretaries to undertake the secretarial audit of the company.The Secretarial Audit Reportis annexed herewith as 'Annexure 1'.

16.3 INTERNAL AUDITORS

M/S Anil Meenu & CompanyChartered Accountants performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime.

17.RISK MANAGEMENT

The board of directors of the Company has formed a risk management committee toframeimplement and monitor the risk management plan for the Company.The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness.Theaudit committee has additional oversight in the area of financial risks and controls.Majorrisks identified by the businesses and functions are systematically addressed throughmitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysiswhich forms part of this report.

18.VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards ofprofessionalismhonestyintegrity and ethical behavior the company has adopted vigilmechanism policy.This policy is posted on the website of company.

19.RELATED PARTY TRANSACTIONS

None of the transactions with related parties falls under the scope of section 188(1)of the Act.Information on transactions with related parties pursuant to section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules2014.

20.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

21.EXPLANATION OR COMMENTS ON QUALIFICATIONSRESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualificationsreservations or adverse remarks made by the Auditors intheir report.The provisions relating to submission of Secretarial Audit Report is notapplicable to the Company.

22.MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No significant material changes and commitments have occurred between the date ofbalance sheet and date of the audit report.

23.PREVENTION OF INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading)Regulations1992as amended from time to timethe code of conduct for prevention ofinsider trading and the code for corporate disclosures ("Code")as approved bythe Board from time to timeare in force by the Company.The objective of this Code is toprotect the interest of shareholders at largeto prevent misuse of any price sensitiveinformation and to prevent any insider trading activity by dealing in shares of theCompany by its Directorsdesignated employees and other employees.The Company also adoptsthe concept of Trading Window Closureto prevent its DirectorsOfficersdesignatedemployees and other employees from trading in the securities of Unimode Overseas Limitedat the time when there is unpublished price sensitive information.No other materialchanges and commitments affecting the financial position of the Company has occurredbetween April 12016 and the date of signing of this Report

24.CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015the Management Discussion and AnalysisCorporate GovernanceReportAuditors’ Certificate regarding compliance with conditions of CorporateGovernance are made a part of this Annual Report.In compliance with the above regulationthe CEO’s declaration confirming compliance with the Code of Conduct has been madepart of this report.

25.ENERGY CONSERVATIONTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review there was no energy conservationtechnology absorptionand foreign exchange earnings and outgo.

26.EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure 2".

27.AUDIT COMMITTEE RECOMMENDATIONS

During the year all the recommendations of the Audit Committee were accepted by theBoard.The Composition of the Audit Committee is as described in the Corporate GovernanceReport.

28.PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules2014 and Companies(Particulars of Employees) Rules1975.

The Ratio of Remuneration of Each DirectorChief Financial Of Company Secretary of theCompany for the FY-2015-2016 is annexed at "Annexure-3".

29.FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act2013 and the Companies (Acceptance of Deposits) Rules2014.HoweverCompanyhas received an advance of Rs.250000/- from the Mr.Ashish GoelDirector of the Companywhich is not covered under the definition of Deposits as per Rule 2 of the Companies(Acceptance of Deposit by Companies) Rules2015.

30.PARTICULARS OF LOANSGUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act2013.

31.SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

There is no Subsidiary company or Joint Venture or Associate Companies of the Company.

32.LISTING OF SHARES

The Securities of the Company are listed on Bombay Stock Exchange Madras StockExchangeJaipur stock Exchange and Delhi Stock Exchange.The Listing fee for the FinancialYear 2016-2017 has been paid to the Bombay Stock Exchanges.

33.ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders -ClientsBanksCentral and State Governmentsthe Company’s valuedinvestors and all other business partners for their continued co-operation and excellentsupport received during the year.Your Directors recognize and appreciate the efforts andhard work of all the employees of the Company and their continued contribution to itsgrowth.

Registered Office: For & On Behalf Of The Board Of Directors
304A/10178IIIrd FloorRavinder PlazaAbdul M/S Unimode Overseas Limited
Aziz RoadKarol BaghNew Delhi-110005
CIN: L51909DL1992PLC048444 Vikas Munjal Ashish Goel
Place: New Delhi Director Director
Date: 10.08.2016 Din: 01886826 Din: 00367103

'Annexure 1'

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016

[Pursuant to section 204(1) of the Companies Act2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules2014]

To

The Members

UNIMODE OVERSEAS LIMITED

304A/ 101783rd FloorRavinder Plaza

Abdul Aziz RoadKarol Bagh

New Delhi - 110005

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s.Unimode Overseas Limited(Hereinafter called the company).Secretarial Audit was conducted in a manner that providedme a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my Opinion thereon.

Based on my verification of M/s.Unimode Overseas Limited bookspapersminutebooksforms and returns filed and other records maintained by the company and also theinformation provided by the Companyits officersagents and authorized representativesduring the conduct of secretarial auditI hereby report that in my opinionthe companyhasduring the audit period covering the financial year ended on 31st March2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance mechanism in place to the extentin the manner andsubject to the reporting made hereinafter:

1.I have examined the bookspapersminute booksforms and returns filed and otherrecords maintained by the Unimode Overseas Limited ("The company") for thefinancial year ended on 31st March 2016 according to the provisions of:

i.The Companies Act2013 and the rules made thereunder;

ii.The Securities Contracts (Regulation) Act1956 (‘SCRA’) and the rules madethereunder;

iii.The Depositories Act1996 and the Regulations and Bye-laws framed thereunder;

iv.Foreign Exchange Management Act1999 and the rules and regulations made thereunderto the extent of Foreign Direct InvestmentOverseas Direct Investment and ExternalCommercial Borrowings;

v.The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act1992 (‘SEBI Act>

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations2009; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

i) Other applicable provisions to the company

I have also examined compliance with the applicable clauses of the following:

i.Secretarial Standards issued by The Institute of Company Secretaries of India.; and

ii.The Listing Agreements entered into by the Company with Stock Exchanges.

2.I further report that the Company hasin my opinioncomplied with the provisions ofthe Companies Act2013 and the Rules made under that Act and the Memorandum and Articlesof

Association of the Companywith regard to:

a.maintenance of various statutory registers and documents and making necessary entriestherein;

b.closure of the Register of Members.

c.formsreturnsdocuments and resolutions required to be filed with the Registrar ofCompanies and the Central Government;

d.service of documents by the Company on its MembersAuditors and the Registrar ofCompanies and other stakeholders ;

e.notice of Board meetings and Committee meetings of Directors;

f.the meetings of Directors and Committees of Directors including passing ofresolutions by circulation;

g.the 23rdAnnual General Meeting held on Monday28th September2015.

h.minutesof proceedings of General Meetings and ofthe Board and its Committee meetings;approvals of the Membersthe Board of Directorsthe Committees of Directors and thegovernment authoritieswherever required;

i.constitution of the Board of Directors / Committee(s) ofDirectorsappointmentretirement and reappointment of Directors /KMP.

j.paymentofremuneration to Directors/KMP .k.appointment and remuneration of Auditors.

i.transfers and transmissions of the Company’s shares and issue and dispatch ofduplicate certificates of shares;

mdeclaration and payment of dividends; No dividend has been declared during reportingperiod.

ntransfer of certain amounts as required under the Act to the Investor Education andProtection Fund and uploading of details of unpaid and unclaimed dividends on the websitesof the Company and the Ministry of Corporate Affairs; No amount was pending

o.borrowings and registrationmodification and satisfaction of charges whereverapplicable; p.investment of the Company’s funds including investments and loans toothers;

q.form of balance sheet as prescribed under Part Iform of statement of profit and lossas prescribed under Part II and General Instructions for preparation of the same asprescribed in Schedule VI to the Act; r.Directors’ report;

s.contractscommon sealregistered office and publication of name of the Company; andt.Generallyall other applicable provisions of the Act and the Rules made under the Act.

1) I further report that:

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

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

c.Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

2) The Company has complied with the provisions of the Securities Contracts(Regulation) Act1956 and the Rules made under that Actwith regard to maintenance ofminimum public shareholding.

3) I further report that the Company has complied with the provisions of theDepositories Act1996 and the Byelaws framed there under by the Depositories with regardto dematerialization / rematerialisation of securities and reconciliation of records ofdematerialized securities with all securities issued by the Company.

4) The Company has complied with the provisions of the FEMA1999 and the Rules andRegulations made under that Act to the extent applicable.

5) I further report that:

a.The Company has complied with the requirements under the Equity Listing Agreementsentered into with Stock Exchanges.

b.the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations2011 including theprovisions with regard to disclosures and maintenance of records required under the saidRegulations;

c.the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations1992 including the provisions withregard to disclosures and maintenance of records required under the said Regulations;.

I further report that as per explanation given to me and the representations made bythe Management and relied upon by me there are adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable lawsrulesregulations and guidelines.

I further report that during the audit periodthe company had following events whichhad bearing on the company’s affairs in pursuance of the above referredlawsrulesregulationsguidelinesstandardsetc:

• During the reporting period Company has adopted new set of Articles ofAssociation and Memorandum of Association as per Companies Act2013 in Extra -OrdinaryGeneral Meeting of the Company held on 25th February2016.

• Company has also approved the reduction of paid-up capital against theaccumulated losses to the extent of 90% (Ninety Percent) from its existing capitalRs.50105070 (Rupees Five CroresOne LacFive Thousandsand Seventy) consisting of5010507 (Fifty Lacs Ten Thousands and Five Hundred Seven) equity shares of face value ofRs.10 (Rupees Ten) each to Rs.5010507 (Rupees Fifty Lacs Ten Thousands and Five HundredSeven) consisting of 5010507 (Fifty Lacs Ten Thousands and Five Hundred Seven) equityshares of face value of Re.1 (Rupee One) each in Extra -Ordinary General Meeting of theCompany held on 25th February2016.

Anita Aswal
Company Secretary
Date: 19.08.2016 Membership Number: ACS 37019
Place: New Delhi Certificate of Practice No.: 13883

* This report is to be read with our letter of even date which is annexed as Annexure Aand Forms an integral part of this report.

"Annexure - A"

To

The Members

UNIMODE OVERSEAS LIMITED

304A/ 101783rd FloorRavinder Plaza

Abdul Aziz RoadKarol Bagh

New Delhi - 110005

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 process 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 process and practiceswe followed provide areasonable basis for our opinion.

3.We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4.Where ever required we have obtained the management representation about theCompliance of lawsrules and regulations and happening of events etc.

5.The Compliance of the provision of Corporate and other applicablelawsrulesregulations and standards is the responsibility of the management.Ourexamination was limited to the verification of procedure on test basis.

6.The Secretarial Audit report is neither an assurance as to the future viability ofthe Company not of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Anita Aswal
Company Secretary
Date: 19.08.2016 Membership Number: ACS 37019
Place: New Delhi Certificate of Practice No.: 13883

"ANNEXURE 3"

DETAILS OF RATIO OF REMUNERATION OF DIRECTORS UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL)RULES 2014

a) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year

Name of the Directors Ratio to Median Remuneration
Mr.Vikas MunjalExecutive Director Nil
Mr.Ashish GoelExecutive Director Nil
Mr.Satish Kumar GuptaNon- Executive Director Nil
Mr.Jatinder Kumar NangiaNon Executive Independent Director Nil
Ms.Pooja GuptaNon Executive Independent Director Nil

b) The percentage increase in remuneration of each DirectorChief FinancialOfficerChief Executive OfficerCompany Secretary or Managerif anyin the financial year;

Name of the persons % Increase in Remuneration
Mr.Vikas MunjalExecutive Director Nil
Mr.Ashish GoelExecutive Director Nil
Mr.Satish Kumar GuptaNon- Executive Director Nil
Mr.Jatinder Kumar NangiaNon Executive Independent Director Nil
Ms.Pooja GuptaNon Executive Independent Director Nil
Mrs.Preeti SharmaCompany Secretary
Ms.Sheetal ChhabraCFO
Mr.D.K.MahawarCEO Mrs.Preeti Sharma was appointed as CS in the Company and Ms.Sheetal Chhabra was designated as CFO on 8th June2015 and Mr.D.K.Mahawar was appointed on 10th August2015.Hencepercentage increase during the financial year in remuneration of Company SecretaryCFO and CEO does not applicable to them.

c) The percentage increase in the median remuneration of employees in the financialyear- Nil

d) The number of permanent employees on the rolls of company as on 31stMarch 2016- Nil

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

The increase in remuneration is in the line with the market trends in order to ensurethat remuneration reflects company performancethe performance pay is linked to theorganization performance.

f) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company;

Particulars Amount in Rs.
Remuneration of Key Managerial Personnel (KMP) during financial year 2015-2016 375900
Revenue from Operations 1114611
Remuneration (as% of revenue) 33.72%
Remuneration (as % of PBT) -

* During the yearthe Company incurred losses hence not comparable.

(g) Variations in the market capitalization of the Companyprice earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompaniesand in case of unlisted companiesthe variations in the net worth of the Companyas at the close of the current financial year and previous financial year;

The Market Price of the Company on 31.03.2016 is Rs.13.50 and on 31.03.2015 wasRs.14.50.

The Earning per share of the Company on 31.03.2016 is (0.0810) and on 31.03.2015 wasRs.0.0041.

Hencethe Price earning ratio of the Company was (55.06) at 31st March2016and was 636.59 as at 31st March2015.

The Market Capitalisation as on 31.03.2016 is Rs.22346861.22 (Share Price Rs.4.46Perequity share) while on 31.03.2015 it was Rs.13077423.27 (Share price Rs.2.61Per equityshare).

(h) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and Justification thereof and point out if thereare any exceptional circumstances for increase in the managerial Remuneration.-Nil

(i) Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company

Particulars Mrs.Preeti SharmaCompany Secretary Ms.Sheetal ChhabraCFO Mr.D.K Mahawar CEO
Remuneration 256900 40000 79000
Revenue 1114611 1114611 1114611
Remuneration (as % of Revenue) 23.05 3.59 7.09
Profit before tax (PBT) (405931) (405931) (405931)
Remuneration (as % of PBT)* - - -

* During the yearthe Company incurred losses hence not comparable.

(j) the key parameters for any variable component of remuneration availed by thedirectors;

There are no variable components of salary paid in 2015-16 linked with the performanceof the Company for the said managerial personnel.

(k) 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;

There is no such employee being paid higher than the highest paid director.

(i) Affirmation that the remuneration is as per the remuneration policy of the Company

The Company’s remuneration policy is driven by the success and performance of theindividual employees and the Company.Through its compensation packagethe Companyendeavors to attractretaindevelop and motivate a high performance staff.The Companyfollows a compensation mix of fixed paybenefits and performance based variablepay.Individual performance pay is determined by business performance and the performanceof the individuals measured through the annual appraisal process.The Company affirmsremuneration is as per the remuneration policy of the Company.