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Wanbury Ltd.

BSE: 524212 Sector: Health care
NSE: WANBURY ISIN Code: INE107F01022
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OPEN 39.90
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VOLUME 21213
52-Week high 75.95
52-Week low 32.85
P/E
Mkt Cap.(Rs cr) 93
Buy Price 39.90
Buy Qty 16137.00
Sell Price 0.00
Sell Qty 0.00
OPEN 39.90
CLOSE 38.00
VOLUME 21213
52-Week high 75.95
52-Week low 32.85
P/E
Mkt Cap.(Rs cr) 93
Buy Price 39.90
Buy Qty 16137.00
Sell Price 0.00
Sell Qty 0.00

Wanbury Ltd. (WANBURY) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting herewith the 29th Annual Reportof the business and operations alongwith Audited Financial Statements of the Company forthe Financial Year ended 31st March 2017.

FINANCIAL HIGHLIGHTS (STANDALONE):

The summarised financial highlights for the year under review are as under:

PARTICuLARS 2016-17 2015-16
Total Revenue from operations 43662.82 42326.16
Other Income 774.60 140.62
Total Income 44437.42 42466.78
Total Expenses 44897.74 43170.27
Profit /(Loss) Before Tax (460.32) (703.49)
Less: Tax 44.70 -
Net Profit / (Loss) after tax (505.02) (703.49)

CONSOLIDATED ACCOuNTS:

The Consolidated Financial Statements of your Company for the Financial Year2016–17 are prepared in compliance with applicable provisions of the Companies Act2013 read with the Rules issued thereunder applicable Accounting Standards and theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The Consolidated Financial

Statements have been prepared on the basis of audited financial statements of yourCompany its subsidiaries and associate companies as approved by the respective Board ofDirectors.

OPERATIONAL REVIEW / AFFAIRS OF THE COMPANY & FuTuRE OuTLOOK:

The Financial Highlights are as under:

The Total Revenue for the Financial Year under review was Rs. 44437.42 Lakhs asagainst Rs. 42466.78 Lakhs in the previous year. The Total Expenditure incurred in thecurrent financial year was Rs. 44897.74 Lakhs as against Rs. 43170.27 Lakhs in theprevious year.

The Loss after tax for the financial year under review was (Rs. 505.02 Lakhs) asagainst a Loss after tax of (Rs. 703.49 Lakhs) for the previous financial year.

SHARE CAPITAL:

During the year under review the Company has issued & allotted 3250831 Equityshares at a price of Rs. 37.60/- {Face Value of Rs. 10/- and Premium of Rs. 27.60/-} perequity share on 10th February 2017 to M/s. Expert Chemical (India) Pvt. Ltd.Promoters of the Company on preferential basis under the CDR Scheme which results inincrease in share capital of the Company i.e. 23220117 equity shares of Rs. 10/- eachas on 31st March 2017 in comparison to 19969286 Equity Shares of

Rs. 10/- each as in the previous year i.e. 31st March 2016.

The Company has issued and allotted 500000 Compulsorily Convertible Debentures (CCDs)of face value of Rs. 200/- each at par aggregating Rs. 10 Crore with each CCD convertibleinto equal number of equity share within a period of 18 months from the date of allotmentat a conversion price of Rs. 200/- per equity share (Face Value of Rs. 10/- and Premium ofRs. 190/-) per equity share to M/s. Edelweiss Asset Reconstruction Company Ltd. onpreferential basis.

MANAGEMENT'S DISCuSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on Management Discussionand Analysis (MDA) which also includes further details on the state of affairs of theCompany forms part of this Annual Report.

DIVIDEND:

As the networth of the Company is in the negative the Board of Directors of theCompany has not recommended any dividend for the Financial Year 2016-2017.

DISCLOSuRE uNDER SECTION 134 (3) (j) OF THE COMPANIES ACT 2013:

As the Company has reported a loss for the Financial Year 2016-17 no amount isavailable to add to the reserve. Hence disclosure under Section 134 (3) (j) of theCompanies Act 2013 is not required.

EXTRACT OF ANNuAL RETuRN:

Pursuant to Section 92 of the Companies Act 2013 extract of Annual Return of theCompany in Form MGT-9 is annexed herewith as Annexure - I to this Report.

DEPOSITS:

The Company has not accepted any deposits during the year under review. Further thereare no deposits which remained unpaid /unclaimed at the beginning or at the end of theyear under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company consists of the following:

Sr. No. Name of Directors Category
1 Mr. K. Chandran Promoter and Executive Director
2 Mr. N. K. Puri Non-Executive Independent Director
3 Mr. S.K. Bhattacharyya Non-Executive Independent Director

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and theArticles of Association of the Company Mr. K. Chandran Whole-time Director of theCompany retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

Mr. N. K. Puri and Mr. S. K. Bhattacharyya are Independent Directors who are not liableto retire by rotation.

Ms. Anita Belani resigned as Non- Executive Independent Woman Director of the Companyon 14th February 2017. The Board places on records its sincere appreciation ofthe contribution made by Ms. Anita Belani as Independent Director of the Company duringher tenure.

The Board has appointed Mr. Divakar Kaza (DIN - 01307279) as an Additional Director inthe capacity of Non-Executive Independent Director of the Company by the Board ofDirectors at its meeting held on 30th May 2017 subject to the approval of

Shareholders who will hold office till the ensuing Annual General Meeting and iseligible for appointment.

The Board has appointed Ms. Poonam Arya Bharti (DIN - 01307279) as an AdditionalDirector in the capacity of Non-Executive Independent Woman Director of the Company by theBoard of Directors at its meeting held on 30th May 2017 subject to theapproval of Shareholders who will hold office till the ensuing Annual General Meeting andis eligible for appointment.

The terms and conditions of appointment of the Independent Directors and details of thefamiliarization programs formulated to educate the Directors regarding their roles rightsand responsibilities in the Company and the nature of the industry in which the Companyoperates the business model of the Company etc. are placed on the website of the Companyat www.wanbury.com The notice convening the Annual General Meeting includes the proposalfor appointment / re–appointment of Directors. Other than this no Director or KeyManagerial Personnel was appointed or has resigned during the year under review.

NuMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Five (5) Board Meetings were held during the Financial Year 2016-17. These meetingswere held on 18th May 2016 12th August 2016 28thSeptember 2016 29th November 2016 and 14th February 2017.

DECLARATION BY INDEPENDENT DIRECTORS:

Independent Directors have given declaration that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 readwith the Schedules and Rules made thereunder as well as Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

ANNuAL PERFORMANCE EVALuATION:

The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other Individual Directors which includes criteria for performanceevaluation of the Non-executive Directors and Executive Directors.

The Company follows the best practices prevalent in the industry with respect toevaluation of Board Members.

The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at www.wanbury.com.

PARTICuLARS OF LOANS GuARANTEES AND INVESTMENTS uNDER SECTION 186:

The Company has not given any loans guarantee and made any investments pursuant to theprovisions of Section 186 of Companies Act 2013 during the year under review.

DETAILS OF SuBSIDIARIES ASSOCIATES AND JOINT VENTuRE COMPANIES:

Your Company has five foreign subsidiaries viz. Wanbury Holdings B. V. (Netherlands)Wanbury Global FZE (UAE) Ningxia

Wanbury Fine Chemicals Co. Ltd. (China) Cantabria Pharma S. L. (Spain) andLaboratories Wanbury S. L. (Spain).

The accounts of Cantabria Pharma S. L. and Laboratories Wanbury S. L. are not availabledue to the companies being into liquidation.

The salient features of the financial statements of the subsidiaries in pursuance ofSection 129 (3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts)Rules 2014 are given in prescribed Form AOC-1 attached as Annexure - II tothis report.

The Company is not having any Holding Company or Joint Venture or any AssociateCompany.

PARTICuLARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 188 of Companies Act 2013 all contracts /arrangements / transactions entered into by the Company during the Financial Year withrelated parties were in the ordinary course of business and on an arm's length basis.During the year under review the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions. The transactionsentered into with M/s. Wanbury Infotech Private Limited related party are in the normalcourse of business and on at arm's length basis. The Policy on materiality of RelatedParty Transactions and dealing with Related Party Transactions as approved by the Boardmay be accessed on the Company's website at www.wanbury.com.

The details in specified format in Form AOC-2 of the transactions with therelated parties are given in the Annexure - III forming part of this report.

Your Directors draw attention of the Members to Note 46 to the financialstatement which sets out Related Party disclosures.

AuDITORS' AND AuDITORS REPORT: STATuTORY AuDITORS:

The Shareholders of the Company at their 26th Annual General Meeting held on23rd March 2015 had accorded their approval pursuant to the provisions ofSections 139 and other applicable provisions of Companies Act 2013 and Rules madethereunder to appoint M/s. Kapoor & Parekh Associates Chartered Accountants as theStatutory Auditor of the Company for the period of three years commencing from theconclusion of 26th Annual General Meeting until the conclusion of 29thAnnual General Meeting. In view of completion of the prescribed term of M/s. Kapoor &Parekh Associates Chartered Accountants on the recommendation of the Audit Committeethe Board of Directors appointed M/s. Jayantilal Thakkar & Co. Chartered Accountants(Firm Registration

No. 104133W) as the Statutory Auditors of the Company for a period of fiveyearsfromtheconclusion of 29 th Annual General Meeting till the conclusion of34th Annual General Meeting of the Company subject to ratification by Membersat every Annual

General Meeting. Further the term of M/s. Kolath & Co. Chartered AccountantsChennai Branch Auditor is expiring at the ensuing Annual General Meeting and the Companydoes not intend to appoint any Branch Auditors.

Pursuant to the provisions of Section 139(1) and Section 141 of the Companies Act 2013the Company has received a Certificate from M/s. Jayantilal Thakkar & Co. certifyingthat if they are appointed as Auditors; their appointment would be as per the conditionsprescribed by the said Sections.

The Board records its sincere appreciation for the valuable services rendered by M/s.Kapoor & Parekh Associates during its long association with the Company.

The Notes on Financial Statements referred to in the Auditors Reports areself–explanatory and do not call for any comments and explanation.

The observations made in the Standalone Auditor's Report read together with relevantnotes thereon are self explanatory and explained in notes to accounts and hence do notcall for any further comments under the Companies Act 2013. Auditors' Report to theShareholders for the year under review does not contain any qualification reservation oradverse remark or disclaimer.

COST AuDITOR:

Your Directors have appointed M/s. Hemant Shah & Associates Cost Accountant as theCost Auditor for the Financial Year 2017-18. M/s. Hemant Shah & Associates will submitthe Cost Audit Report alongwith necessary annexure to the Central

Government (Ministry of Corporate Affairs) in the prescribed form within specified timeand at the same time forward a copy of such report to your Company.

The Cost Audit Report for the Financial Year ended 31st March 2016 whichwas due for filing on 30th September 2016 was filed with the Central Government (Ministryof Corporate Affairs) on 8th September 2016.

As required by Section 148 of the Companies Act 2013 necessary resolution has beenincluded in the Notice convening the 29th

Annual General Meeting seeking ratification by Members to the appointment &remuneration proposed to be paid to the Cost

Auditors for the Financial Year 2017-18.

DISCLOSuRE uNDER SECTION 134 (3) (CA) READ WITH SECTION 143 (12) OF THE COMPANIES ACT2013:

The Auditors of the Company have not reported any instances of fraud or irregularitiesin the Management of the Company during the Financial Year under review.

ADEQuACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal financial control systems commensuratewith the size scale and complexity of its operations. During the year such controls weretested and no reportable material weakness in the operations was observed.

The Company has appropriate policies and procedures for ensuring the orderly andefficient conduct of its business including adherence of the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting recordsandtimelypreparationofreliablefinancialinformation.

M/s. Price Waterhouse & Co. Bangalore LLP Chartered Accountants (PWC) internalauditors of the Company monitor and evaluate the efficacy and adequacy of internal controlsystems in the Company. Based on the report of the Internal Auditors respectivedepartments undertake corrective action in their respective areas and thereby strengthenthe controls. Significant audit observations and corrective actions thereon are presentedto the Audit Committee of the Board.

Your Company has a robust financial closure self certification mechanism wherein theline managers certify adherence to various accounting policies accounting hygiene andaccuracy of provisions and other estimates.

SECRETARIAL AuDIT REPORT:

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhas appointed Ms. Kala Agarwal Practicing Company Secretary [FCS: 5976 and COP: 5356] toconduct the Secretarial Audit of the Company for the Financial Year ended on 31stMarch 2017 (i.e. from 1st April 2016 to 31st March 2017). TheSecretarial Audit Report in Form MR-3 is annexed as Annexure - IV to thisreport.

The observations made in the Secretarial Audit Report are as under: i. TheCompany has filed an Application with Central Government in Form MR-2 for seeking approvalfor payment of excess remuneration to Whole Time Director for the year ended 31 March2016. ii. Only 76.79% of the Shareholding of Promoter & Promoter Group is indematerialised form. However as per SEBI circular No. SEBI/Cir/ISD/05/2011 &Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 100 % Shareholding of Promoter &Promoter Group has to be in dematerialised form. iii. The Company has made the violationof FEMA for its wholly owned subsidiary viz. Wanbury Global FZE UAE.

iv. The Company has received the penalty notice from the Stock Exchange forNon-Compliance of Regulation 33 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015 i.e for delay inconducting the Board Meeting for the second quarter as per SEBI Circular No.CIR/CFD/CMD/12/2015 dated 30th November 2015.

Management Response to the aforesaid observations verbatim are as under:

1. The Company had paid excess remuneration to Mr. K. Chandran Whole TimeDirector of the Company beyond the prescribed limits under Section 197 read with ScheduleV of the Companies Act 2013. The Company has received some queries from CentralGovernment and resubmitted Form MR-2 for seeking Central Government's approval for paymentof excess remuneration for the financial year ended 31 st March 2016 exceeding the limitsprovided in Schedule V and the approval from Central Government is awaited. aggregating3024000 equity shares held by M/s. Kingsbury Investment INC. Promoter Group 2. Theshare certificate Company of Wanbury Limited. These shares held by them are in physicalmode. The Company is undertaking necessary steps to dematerialized these shares.

3. The Companyhasfiledcompounding application for its wholly owned subsidiaryviz. Wanbury Global FZE UAE towards FEMA violation and the same has been disposed off byReserve Bank of India. The Company has paid necessary compounding fees towards the sameand the offence has been regularised vide RBI Compounding order dated 17thApril 2017.

4. The Company has paid the Penalty to the Stock Exchange for Non-Compliance ofRegulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015i.e for delay in conducting the Board Meeting for the second quarter as per SEBI CircularNo. CIR/CFD/CMD/12/2015 dated 30th November 2015.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Provisions of Section 135 of the Companies Act 2013 related with Corporate SocialResponsibility are not applicable to the Company. Therefore the Company has notconstituted Corporate Social Responsibility Committee.

AuDIT COMMITTEE:

Your Company's Audit Committee has been constituted in accordance with the provisionsof Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Section 177 of the Companies Act 2013.

During the year under review four Meetings of the Audit Committee were held on 18thMay 2016 12th August 2016 29th November 2016 & 14thFebruary 2017 alongwith the Board Meetings.

Following are the Members of the Audit Committee:

Sr. No. Name of Directors Designation Category
1. Mr. N. K. Puri Chairman I & NED
2. Mr. S. K. Bhattacharyya Member I & NED
3. Ms. Anita Belani Member (upto 14.02.2017) I & NED
4. Mr. Divakar Kaza Member (w.e.f. 30.05.2017) I & NED
5. Ms. Poonam Arya Bharti Member (w.e.f. 30.05.2017) I & NED
6. Mr. K. Chandran Member P & WTD

The broad terms and conditions are already given in Corporate Governance Report. TheMembers are requested to refer to the same.

NOMINATION AND REMuNERATION COMMITTEE:

Nomination and Remuneration Policy inter alia containing appointment criteriaqualificationspositive attributes independence of Directors removal retirement andremuneration of Directors Key Managerial Personnel (KMP) and Senior Management Personnelof the Company has been formulated by the Nomination and Remuneration Committee of theCompany and approved by the Board of Directors.

Following are the Members of the Nomination and Remuneration Committee:

Sr. No. Name of Directors Designation Category
1. Mr. N. K. Puri Chairman I & NED
2. Mr. S. K. Bhattacharyya Member I & NED
3. Ms. Anita Belani Member (upto 14.02.2017) I & NED
4. Mr. Divakar Kaza Member (w.e.f. 30.05.2017) I & NED
5. Ms. Poonam Arya Bharti Member (w.e.f. 30.05.2017) I & NED
6. Mr. K. Chandran Member P & WTD

Nomination and Remuneration Policy is available on the website of the Company atwww.wanbury.com

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company Stakeholder Relationship Committee has been constituted in accordance withthe Section 178(5) of the Companies Act 2013 and Regulation 20 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in order to specifically lookin to the mechanism of Redressal of grievances of Shareholders.

Following are the Members of the Stakeholder Relationship Committee:

Sr. No. Name of Directors Designation Category
1. Mr. S. K. Bhattacharyya Chairman I & NED
2. Mr. N. K. Puri Member I & NED
3. Ms. Anita Belani Member (upto 14.02.2017) I & NED
4. Mr. Divakar Kaza Member (w.e.f. 30.05.2017) I & NED
5. Ms. Poonam Arya Bharti Member (w.e.f. 30.05.2017) I & NED
6. Mr. K. Chandran Member P & WTD

RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company has constituted Risk Management Committee toconsider the potential risks of the business of the Company and to plan for the mitigationof the same.

Following are the members of the Risk Management Committee:

Sr. No. Name of Directors Designation Category
1. Mr. N. K. Puri Chairman I & NED
2. Mr. S. K. Bhattacharyya Member I & NED
3. Ms. Anita Belani Member (upto 14.02.2017) I & NED
4. Mr. Divakar Kaza Member (w.e.f. 30.05.2017) I & NED
5. Ms. Poonam Arya Bharti Member (w.e.f. 30.05.2017) I & NED
6. Mr. K. Chandran Member P & WTD

CORPORATE GOVERNANCE:

In compliance with Regulation 34 (3) read with Schedule V (C) of the SEBI (ListingObligations and Disclosure Requirements)

Regulations 2015 a Report on Corporate Governance forms part of this Annual Report.The Auditors' certificate certifying compliance with the conditions of CorporateGovernance as prescribed under Schedule V(E) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to the Corporate Governance Report.

PARTICuLARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areattached as Annexure-V and forms part of this Report.

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and forming part of the Directors' Report for the Financial Year ended 31stMarch 2017 is given in a separate Annexure to this Report.

However having regard to the provisions of the first proviso to Section 136(1) of theCompanies Act 2013 the Annual Report are being sent to the Members and others entitledthereto excluding the aforesaid information. The said information is available forinspection at the Registered Office of the Company 21 days before the date of ensuingAnnual General Meeting during the business hours on working days and any Member interestedin obtaining such information may write to the Company Secretary and the same will befurnished on request.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company pursuant to Section 177 of the Companies Act 2013 read along with therules made thereunder and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 have established vigil mechanism for Director andEmployees to report concern about unethical behaviour actual or suspected fraud orviolation of Company's code of conduct or ethics policy. The Whistle Blower Policy isposted on the Website of the Company at www.wanbury.com.

SEXuAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal)Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17:

No. of complaints received : Nil
No. of complaints disposed off : Nil

EMPLOYEE STOCK OPTION SCHEME:

In compliance with the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 as amended from time to time your Board had authorized theNomination and Remuneration Committee to administer and implement the Company's EmployeesStock Option Scheme ("WANBURY ESOP 2016") including deciding and reviewing theeligibility criteria for grant and /or issuance of stock options under the Scheme.

During the year under review the Nomination and Remuneration Committee of the Boardgranted 300000 stock options to Mr. P. V. Pasupathy (the eligible Employee) as per theWANBURY ESOP 2016 scheme. The said options granted got expired due to the resignation ofMr. P. V. Pasupathy as per Regulation 9 (6) of Securities and Exchange Board of India(Share Based

Employee Benefits) Regulations 2014. In view of the same 300000 ESOPs which weregranted to Mr. P. V. Pasupathy

President – API Business of the Company expired due to his resignation from theCompany as the said options have yet not vested to him.

No employee was issued Stock Option during the year under review equal to or exceeding1% of the issued capital of the Company at the time of grant.

FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL 2014):

During the year under review there were no such instances reported by the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required by the Companies (Accounts) Rules 2014 the relevant data pertaining toconservation of energy technology absorption and foreign exchange earnings and outgo isgiven in the Annexure as Annexure -VI forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act2013 your Directors confirm that:

i) in the preparation of the annual accounts for the Financial Year ended on 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;

ii) the accounting policies had been selected and applied 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 ended on 31stMarch 2017 and of the profit and loss of the Company for that year;

iii) proper and sufficient care had 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) the annual accounts had been prepared on a going concern basis;

v) internal financialcontrols to be followed by the Company have been laid down andthese controls are adequate and were operating effectively and

vi) the Company has devised proper systems which are in place to ensure compliance withthe provisions of all applicable laws which are considered adequate and are operatingeffectively.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincere thanks to the BankersCentral & State Government Customers Suppliers Stakeholders and Staff for theircontinuous co-operation and guidance and also looking forward for the same in the future.