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Universal Office Automation Ltd.

BSE: 523519 Sector: Others
NSE: N.A. ISIN Code: INE951C01012
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VOLUME 1
52-Week high 5.04
52-Week low 2.67
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.61
Sell Qty 399.00

Universal Office Automation Ltd. (UNIVERSALOFFICE) - Director Report

Company director report

To

The Members

The Directors of your Company have pleasure in presenting the 23rd AnnualReport together with the Financial Statements for the financial year ended 30thJune 2015*.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Sl No Particulars 2014-15 (As on 30th June 2015) 15 months 2013-14 (As on 31st March 2014) 12months
1 Sales and other income 15.01 19.05
2 Profit/Loss before Interest Depreciation and Tax 9.35 5.99
3 Finance Charges 0.63 0.31
4 Depreciation 0.12 1.45
5 Profit/(Loss) before Tax -8.60 5.23
6 Provision for Taxation 0.00 1.00
7 Net Profit/(Loss) after tax for the current year -8.60 4.23
8 Capital Reserve 297.63 297.63
9 Securities Premium Reserve 333.37 333.37
10 Closing Balance (Profit & Loss Account) (2403.24) (2394.64)
11 Balance of Profit/(Loss) carried forward to next year (1772.24) (1763.64)

*the Board of Directors of the Company vide their resolution dated March 31 2015have accorded their consent for the extension of Financial Year 2014-15 ending March 312015 by 3 months i.e. up to June 30 2015 in terms of second proviso to Section 2(41) ofthe Companies Act 2013.

2. DIVIDEND

In order to conserve the resources of the Company your Directors do not recommend anydividend for the year 2014-15.

3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING/OPERATIONS DURING THE YEAR

The other income of the Company was Rs. 15.01 Lacs as against Rs. 19.05 Lacs in theprevious year. The loss for the year ended 30th June 2015 was Rs. 8.60 Lacs asagainst profit of Rs. 4.23 Lacs in the previous year.

4. CHANGE IN THE NATURE OF BUSINESS IF ANY

No changes occur during the year in the nature of business.

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED DURING THE YEAR.

No material changes and commitments have occurred after the close of the year till thedate of this report which affect the financial position of the company

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting going concern

status and company's operations in future

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

8. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

The details as required under this section are as follows:

Holding Company : HCL Corporation Private Limited
Other Group Company : HCL Infosystems Limited and its subsidiaries
HCL Technologies Limited and its subsidiaries
Subsidiary Company : NIL

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES. ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

During the year under review consolidated statements are not required .

10. DEPOSITS

As on 30th June 2015 neither the company has accepted any fixed depositnor there is any unclaimed deposit.

11. STATUTORY AUDITORS

The Auditors of the Company M/s. S.D. Chopra & Associates Chartered Accountantsretire at the forthcoming Annual General Meeting and being eligible offer themselves forre-appointment as Statutory Auditors for the financial year 2015-16.

Pursuand to Section 141 of the Companies Act 2013 and relevant Rules prescribed thereunder the Company has receives certificate dated April 2 2014 from the Auditor to theeffect inter-alia that their reappointment if made would be within the limits laid downby the Act shall be as per the term provided under the Act that they are notdisqualified for such re - appointment under the provisions of applicable laws and alsothere is no proceeding against them with respect to professional matter of conduct.

Your Directors recommend their reappointment:

12. AUDITORS' REPORT

The notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments from the Directors. The Auditorsreport doesn't contain any qualification reservation or adverse remarks.

13. SHARE CAPITAL : There was no change in the share capital of the Company duringthe year.

a. Issue of equity Shares with differential rights - NIL

b. Issue of sweat equity shares - NIL

c. Issue of employee stock option - NIL

d. Provisions of moneys by company for purchase of its own shares - NIL

14. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as annexure "B"in Form MGT-9.

15. CORPORATE SOCIAL RESPONSIBILITY

In view of the criteria of net worth /turnover and net profit of the Company asenvisaged under Section 135 of the Companies Act 2013 the constitution of CSR Committeeis not applicable in case of the Company.

16. DIRECTORS

a. Retirement by rotation

Pursuant to Section 149 152 and other applicable provisions if any of the CompaniesAct 2013 one third of such of the Directors as are liable to retire by rotation shallretire every year at the and if eligible offer themselves for re - appointment at everyAnnual General Meeting . Consequently Ms.Rita Gupta Director will retire by rotation atthe ensuing Annual General Meeting and being eligible offers herself for reappointment inaccordance with the provisions of Companies Act 2013..

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act 2013 and under Clause 49 of the ListingAgreement with the Stock Exchanges.

Your Directors' recommend their appointment /reappointment at the ensuing AnnualGeneral meeting.

b. Changes in Directors and Key Managerial Personnel

Mr.Kul Bhushan Rattan Managing Director expired on 10th September 2015causing casual vacancy. The Board place on record their appreciation of the invaluablecontribution and guidance provided by him.

Mr. Bhupinder Gupta and Mr. Vikas Gupta were inducted in the Board. The brief resume ofthe Directors being appointed/reappointed the nature of their expertise in specificfunctional areas names of Companies in which they have held directorships committeememberships/Chairmanships their shareholdings etc. are furnished in the explanatorystatement to the notice of the ensuing Annual General Meeting.

Mr. Bhupinder Gupta is designated as Managing Director by the Board & Mr. VikasAgarwal is proposed to be appointed as Independent Director.

c. Declaration by an Independent Director(s) and re-appointment -

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act 2013 and under Clause 49 of the ListingAgreement with the Stock Exchanges.

d. Formal Annual Evaluation

Pursuant to provision of the Companies Act 2013 and Clause 49 of the Listing Agreement the Board has carried out an evaluation of its own performance the Directorsindividually and the evaluation of the working of its Audit Nomination &Remuneration Committees. The manner in which the evaluation has been carried out has beengiven in Corporate Governance Report.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

There were 8 Board Meetings during the year (1st April 2014 to 30thJune 2015) i.e. 30th May 201413th August 2014 19th August2014 14th November 2014 6th January 2015 12thFebruary 2015 31st March 2015 and 14th May 2015. The details ofthe Board meetings are stated in the Corporate Governance report.

18. AUDIT COMMITTEES

The details pertaining to Audit Committee are included in the Corporate GovernanceReport which forms part of this report.

19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES

In terms of Section 177 of the Companies Act 2013 and listing Agreement the Companyhas formulated the Whistle Blower Policy/Vigil Mechanism under Audit Committee.

The Audit Committee consists of the following members

a. Mr.Vikas Agarwal - Chairman

b. Mr.Bhupinder Gupta - Member

c. Mr.Sushil Kumar Jain - Member

d. Ms. Rita Gupta - Member

The above composition of the Audit Committee consists of independent Directors viz.Mr. Vikas Agarwal and Mr Sushil Kumar Jain who forms half of the total members withindependent director as chairman.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

The policy on vigil mechanism may be accessed on the Company's websitewww.uniofficeautomaion.com

During the year under review no complaint was received from any Whistle Blower.

20. NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors & KMPs and their remuneration. TheNomination & Remuneration Policy is annexed as Annexure "A".

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

There are no loans guarantees or investments applicable to company under Section 186of the Companies Act 2013.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All contracts/transactions entered by the Company during the financial year withrelated party were in the ordinary course of business and on an arm's length basis. Duringthe year the Company had not entered into any contracts /arrangements/transactions withrelated parties which could be considered as material in accordance with the policy of theCompany on materiality of related party transactions.

The policy on related party transactions approved by the Board may be accessed on theCompany's website www.uniofficeautomaion.com

23. MANAGERIAL REMUNERATION

During the year under review No managerial remuneration was paid.

24. SECRETARIAL AUDIT REPORT

The Board has appointed M/s Siddiqui & Associates Practising Company Secretary toconduct Secretarial Audit for the year 2014-15. The Secretarial Audi for the financialyear 2014-15 ended on June 30 2015 is annexed herewith as annexure "C". TheSecretarial Audit report does not contain any qualification reservation or adverseremark.

25. CORPORATE GOVERNANCE CERTFICATE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI.A separate report on"Corporate Governance" is annexed hereto as part of Annual Report.

A separate report on "Corporate Governance " is annexed as Annexure"D" hereto as part of Annual Report.

The requisite certificate from the Auditors' of the Company confirming compliance withthe conditions of corporate governance as stipulated under Clause 49 is attached as"Annexure 1" to the Report on corporate governance and form part of Annualreport.

26. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act 2013 & Clause 49 of the ListingAgreement the Company has laid down Risk Management Policy to inform Board Members aboutthe risk assessment and minimization procedures which is also given in CorporateGovernance Report.

27. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO CLAUSE (C) OF SUB-SECTION 3 & 5OF SECTION 134 OF THE COMPANIES ACT 2013

Your Directors' state that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively

28. PARTICULARS OF EMPLOYEES

During the year there were no employees covered under Section 197 of the CompaniesAct 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

29. ADDITIONAL INFORMATION RELATING TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review considering the nature of activities undertaken by yourCompany there are no particulars to be furnished in respect of conservation of energytechnology absorption foreign exchange earnings and outgo.

30. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

31. ACKNOWLEDGEMENT

Your Directors wish to thank the Government authorities bankers and shareholders fortheir co-operation and assistance extended to the Company.

On behalf of the Board of Directors

Bhupinder Gupta Sushil Kumar Jain
(MANAGING DIRECTOR) (DIRECTOR)
(DIN - 00815271) (DIN - 00022573)
23rd October 2015
Noida

ANNEXURE - A

UNIVERSAL OFFICE AUTOMATION LIMITED NOMINATION AND REMUNERATION POLICY

The objective and purpose of this policy are:

• To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

• To carry out evaluation of the performance of Directors as well as KeyManagerial and Senior Management Personnel.

In the context of the aforesaid criteria the following policy has been formulated bythe Nomination and Remuneration Committee and adopted by the Board of Directors at itsmeeting held on 31st March 2015.

Composition of the Nomination and Remuneration Committee:

The Nomination and Remuneration Committee shall comprise of the members as may bedecided by the Board of Directors from time to time.

Definitions

a) Board means Board of Directors of the Company.

b) Directors mean Directors of the Company.

c) Committee means Nomination and Remuneration Committee of the Company as constitutedor reconstituted by the Board.

d) Company means Universal Office Automation Limited .

e) Independent Director means a director referred to in Section 149 (6) of theCompanies Act 2013.

f) Key Managerial Personnel (KMP) means-

(i) Executive Chairman and/or Managing Director/ Manager

(ii) Whole-time Director;

(iii) Chief Financial Officer;

(iv) Company Secretary;

(v) Such other officer as may be prescribed under the applicable statutoryprovisions/regulations.

Senior Management means personnel of the Company occupying the position of ChiefExecutive Officer (CEO) of any unit/division or Chief General Manager or above post of anyunit/division of the Company. Unless the context otherwise requires words and expressionsused in this policy and not defined herein but defined in the Companies Act 2013 as maybe amended from time to time shall have the meaning respectively assigned to them therein.

Applicability

The Policy is applicable to :

• All Directors (Executive and Non Executive)

• Key Managerial Personnel

• Senior Management Personnel

PART-A

BOARD DIVERSITY

The Board shall have an optimum composition of Directors by comprising of experts fromdifferent fields viz. finance law management sales marketing engineering researchtechnical operations or any other areas related to the Company's business.

The Board shall ensure that there is appropriate balance of skills experience andknowledge so as to enable the Board to discharge its functions and duties effectively.

PART - B

MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION ANDREMUNERATION COMMITTEE

The Nomination and Remuneration Committee shall consider the criteria for determiningqualifications positive attributes and independence of a director and recommend to theBoard relating to the appointment/reappointment & remuneration for the directors keymanagerial personnel and other employees which is mentioned below.

PART - C

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his/her appointment.

Term/ Tenure:

1. Managing Director/Whole-time Director/ Manager:

The Company shall appoint or re-appoint any person as its Managing Director Whole timeDirector or Manager for a term not exceeding five years at a time. No re-appointment shallbe made earlier than one year before the expiry of term.

2. Independent Director

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.Further his appointment will be as per the Companies Act 2013 and various Clause of theListing Agreement.

Evaluation:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.

• Retirement:

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position/remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

PART-D

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL

• General:

1. The remuneration/compensation/commission etc. to the Whole-time Director ManagingDirector Manager KMP and Senior Management Personnel will be determined by the Committeeand recommended to the Board for approval. The remuneration/compensation/commission etc.shall be subject to the prior/post approval of the shareholders of the Company and CentralGovernment wherever required.

2. The remuneration and commission to be paid to the Whole-time Director/ ManagingDirector/ Manager/Chairman shall be in accordance with the percentage/slabs/conditionslaid down in the Articles of Association of the Company and as per the provisions of theCompanies Act 2013 and the rules made thereunder.

3. Increments to the existing remuneration/compensation structure may be recommended bythe Committee to the Board which should be within the slabs approved by the Shareholdersin the case of Whole-time Director/ Managing Director/ Chairman.

4. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

• Remuneration to Whole-time/Executive/Managing Director KMP and SeniorManagement Personnel:

1. Fixed pay:

The Whole-time Director/KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required.

2. Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managing Director/Whole-time Directors/ExecutiveDirectors in accordance with the provisions of Schedule V of the Companies Act 2013 andif it is not able to comply with such provisions with the previous approval of theCentral Government.

3. Provisions for excess remuneration:

If any Whole-time Directors/Managing Director draws or receives directly or indirectlyby way of remuneration any such sums in excess of the limits prescribed under theCompanies Act 2013 or without the prior sanction of the Central Government whererequired he/she shall refund such sums to the Company and until such sum is refundedhold it in trust for the Company. The Company shall not waive recovery of such sumrefundable to it unless permitted by the Central Government.

Remuneration to Non- Executive/Independent Director:

1. Remuneration/Commission:

The remuneration/commission may be fixed as per the slabs and conditions mentioned inthe Articles of Association of the Company and the Companies Act 2013 and the rules madethereunder.

2. Sitting Fees:

The Non- Executive/Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof as may be fixed from time to time andprescribed by the Central Government from time to time.

3. Commission:

Subject to the provisions of the section 197 of the Companies Act 2013 any directorwho is in receipt of any commission from the company and who is a managing or whole-timedirector of the company shall not be disqualified from receiving any remuneration orcommission from any holding company or subsidiary company of such company subject to itsdisclosure by the company in the Board's report.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

PART-E

CRITERIA FOR PERFORMANCE EVALUATION OF DIRECTORS:

• Performance evaluation of each Director shall be carried out based on thecriteria as laid down by the Nomination and Remuneration Committee. Criteria forperformance evaluation includes aspects such as attendance at the meetings participationand independence during the meetings interaction with management role andaccountability knowledge and proficiency.

• Further performance evaluation of the Managing Director/Joint ManagingDirectors/Whole - time Directors shall be based on the implementation of various plans& policies in the Company monitoring and implementation of the projects including thesmooth day to day affairs and operations of the Company and finally performance andbusiness achievements of the Company.

AMENDMENT

• Based on the recommendation of the Committee the Board reserves its right toamend or modify this Policy in whole or in part at any time when it deems appropriatein accordance with any amendment to the applicable provisions of the Companies Act 2013including rules thereof and/or the provisions of the Listing Agreement.

Form No. MGT-9

EXTRACT OF ANNUAL RETURNAS ON THE FINANCIAL YEAR ENDED ON 30th JUNE 2015

[.Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN L34300DL1991PLC044365
ii. Registration Date 15th MAY 1991
iii. Name of the Company UNIVERSAL OFFICE AUTOMATION LIMITED
iv. Category/Sub-Category of the Company PUBLIC COMPANY/LIMITED BY SHARES
v. Address of the Registered office and contact details 806 SIDHARTHA 96 NEHRU PLACE NEW DELHI - 110019
vi. Whether listed company Yes
vii. Name Address and Contact M/s. Skyline Financial Services Private Limited
details of Registrar and Transfer D-153 A Ist Floor Okhla Industrial Area Phase - I
Agent if any New Delhi-110 020.
Tel.: +91 11 26812682 (10 Lines)
Fax: +91 11 26812683
Web:www.skylinerta.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sr. No. Name and Description of main products/services NIC Code of the Product/ service % to total turnover of the company
1
2 NIL
3

Annexure "C"

Form No. MR-3

SECRETARIAL AUDIT REPORT

(For the Financial year ended 30th June 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

Universal Office Automation Limited

806 Siddhartha 96

Nehru Place

New Delhi-110 019

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Universal Office AutomationLimited (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided me/us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on our verification of the Universal Office Automation Limited bookspapers minute books forms and returns filed and other records maintained by the companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended on 30thJune 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Universal Office Automation Limited for the financial yearended on 30th June 2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

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.

The Company is not having any FDI ODI or ECB.

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

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 (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 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;

vi. The Company has complied with various provisions of Labour Laws Environmental Lawsand related Laws to extent applicable to the Company.

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

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

Not Applicable

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

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. as aforesaid.

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 period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting. Majority decision is carried through while the dissentingmembers' views are captured and recorded as part of the minutes.

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 the audit period the company has had no major events oractions which are having a major bearing on the company's affairs in pursuance of theabove referred laws rules regulations guidelines standards etc. referred to above.

We further have to further state that:

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. Webelieve that the processes and practices we followed provide a reasonable basis ouropinion.

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 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 the procedures on test basis.

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

for Siddiqui & Associates
Company Secretaries
Place New Delhi K.O. SIDDIQUI
Date: 27.08. 2015 FCS 2229 ; CP 1284