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Kaushalya Infrastructure Development Corpn Ltd.

BSE: 532925 Sector: Infrastructure
NSE: KAUSHALYA ISIN Code: INE234I01010
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VOLUME 489
52-Week high 5.17
52-Week low 1.10
P/E 0.16
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kaushalya Infrastructure Development Corpn Ltd. (KAUSHALYA) - Director Report

Company director report

Dear Shareholders

The Directors are pleased to present the 25th Annual Report together with the AuditedAccounts for the financial year ended March 31 2017.

Financial Performance

The Financial performance of your Company for the year ended March 31 2017 issummarized below:-

Standalone

Consolidated

Particulars
31.03.17 31.03.16 31.03.17 31.03.16
Contract Revenue & Other Income 35.23 177.39 36.94 187.50
Profit before Depreciation Interest (403.37) (5439.47) (403.50) (5437.12)
& Tax
Less : Depreciation 43.31 44.23 45.71 46.63
Interest (40.28) 3.23 (3.43) 40.80 (40.02) 5.69 (3.35) 43.27
Profit before Tax (406.60) (5480.27) (409.19) (5480.40)
Less : Provision for Tax
Current Tax - - - -
Deferred Tax (5.80) (4.82) 5.80 (4.82)
Prior Years Tax - - 0.01 0.02
Income Tax for Earlier Year (5.80) (4.82) (5.79) (4.80)
Net Profit/(Loss) (400.79) (5475.45) (403.40) (5475.60)
Less : Minority Interest - - (1.29) 0.03
Add: Share of Profit of Associate - - 14.61 0.08
Net Profit After Minority Interest - - (387.50) (5475.55)
Balance b/f from previous year (5709.78) (234.34) (5729.05) (253.50)
Balance available for appropriations (5709.78) (234.34) (5729.05) (253.50)
APPROPRIATIONS
Transfer to General Reserve - -
Balance Carried to Balance Sheet (6110.58) (5709.78) (6116.55) (5729.05)

State of Affair & Operations Review

During the year under review on a Standalone basis your Company has registered totalincome from operation of ` 35.23 Lacs as against ` 177.39 Lacs in the previous year.Reduction in top line was due to delay in decisions from various clients for tenderssubmitted by Company and lower success rates in bids for infrastructure projects made in asignificantly reduction in overall realization of Company. The profit before Depreciationinterest and tax for the year stood to` Lacs (403.37) as compared to ` (5439.47) Lacs inprevious year. The PAT was ` (400.79) Lacs against the financial year PAT (5475.45) a92.68% decline over last year. The decline in lossfigureoccurred during current period ismainly due to less write off various debtors. On Consolidated basis during the year underreview the Total Income of your Company stood to

` 36.94 Lacs as against ` 187.50 Lacs in the previous year. The EBIDT is ` (403.50)Lacs from

` (5437.12) Lacs in the previous year.

Dividend

The Board does not recommend payment of dividend for the year under review on equityshares in view of the loss incurred.

Change in Nature of Business If Any

During the year under review there has been no change in the nature of business of theCompany.

Material Changes and Commitments after the Balance Sheet Date

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

Subsidiary Companies & Associate Companies

As on 31st March 2017 the Company's subsidiaries step down subsidiaries associatesand joint venture are as follows:

Its subsidiaries/step-subsidiaries

1. Bengal KDC Housing Development Limited

2. Bengal Kaushalya Nirman Limited

3. Kaushalya Energy Private Limited

4. Azur Solar KDC Private Limited (Step down Subsidiary)

Its associates

1. Orion Abasaan Private Limited

2. Kaushalya Nirman Private Limited

3. Kaushalya Township Private Limited

Its joint venture

1. KIDCO NACC

A Policy has been formulated for determining the Material Subsidiaries of the Companypursuant to the Regulation 16(1)(c) of SEBI(LODR) Regulations 2015. The said Policy hasbeen posted on the Company's website at the web link:http://www.kaushalya.net/KIDCOMATERIAL.pdf

A statement containing the salient features of the financial statements of each of thesubsidiaries & associates in the prescribed format AOC-1 is appended as "Annexure- 1" to this Report. The statement also provides details of performance and financialpositions of the subsidiaries associates and joint venture

Consolidated financial statements

In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedConsolidated Financial Statements of the Company and of all its subsidiary and associatecompanies which is forming part of the Annual Report. As per the provisions of Section136 of the Companies

Act 2013 separate audited financial statements www.kaushalya.net under section"Others" and copy of separate audited financial statements of its subsidiarieswill be provided to the shareholders on request.

Listing of equity shares

The Company's Equity Shares are listed on the BSE Ltd and National Stock Exchange ofIndia Ltd. The Company paid the annual listing fees to each of these stock exchanges.

Change in Share Capital

During the year under review Company's Authorized Share Capital has remain unchangedat

` 350000000 (Rupees Thirty Five Crores) comprising 35000000 Equity Shares of `10/- each.

During the year under review Company's paid up equity share capital remain unchangedat

` 346306300 (Rupees Thirty Four Crores Sixty Three Lacs Six Thousand Three Hundred)comprising of 34630630 Equity Shares of ` 10/- each.

Transfer to Investor Education and Protection fund

During the year under review there has been no transfer to Investor Education andProtection fund by the Company.

Employee Stock Option Scheme

Our Company has not come out with Employee Stock Option Scheme during the year.

Director

Mr. Mahesh Mehra (DIN-00086683) Whole-time Director is liable to retire by rotationand being eligible offer himself for re-appointment. Mr. Asoke Das (DIN-07691831) wasappointed as an Additional Director of the Company in the category of Independent Directorby the Board in its meeting held on 30th December 2016. He shall hold office up to thedate of ensuing Annual General Meeting of the Company and will be eligible forreappointment as Independent Director. The Company has received a notice from a memberpursuant to Section 160 of the Companies Act 2013 stating intent to propose him for theoffice of Independent

Director under Section 149 of the Companies Act 2013.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year Mr. Parag Keshar Bhattacharjee resigned and ceased to be IndependentDirector of the Company w.e.f. 30th September 2016 due to his personal reason.

The Board places on record its appreciation for the assistance and guidance provided byMr. Parag Keshar Bhattacharjee during his tenure as an Independent Director of theCompany.

Resolutions seeking approval of the members have been incorporated in the notice of theforthcoming Annual General Meeting. Brief resumes/details relating to Directors who are tobe appointed/reappointed are furnished in the Explanatory Statement to the Notice of theensuing Annual General

Meeting as required under the Code of Corporate Governance.

The members in the last AGM approved appointment of Mr. Anil Kumar Agarwal(DIN-06844213) as an Independent Director for a term of 5 years.

Key Managerial Personnel

In compliance of the provisions of Section 203 of the Companies Act 2013 the followingpersons are the Key Managerial Personnels of the Company: (a) Mr . Mahesh MehraWhole-time Director.

(b) Mr . Tarak Nath Mishra Chief Financial Officer

(c) Mr . Sanjay Lal Gupta Company Secretary (Appointed w.e.f 10th May 2016)

Loan/Advances

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the particulars of loans/advances given to subsidiaries have been disclosed in theAnnual Accounts of your company.

Directors' Responsibility Statement

The Board of Directors of your Company acknowledges the responsibility for ensuringcompliance with the provisions of Section 134(3) (c) of the Companies Act 2013 read withSection 134(5) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations

2015 with the Stock Exchanges in the preparation of the annual accounts for the yearended 31st

March 2017 and state that:

I. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; if any

II. The Directors have 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 financialyear and ofthe profits of the Company for that period;

III. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; IV. The Directors have prepared the annual accounts on a goingconcern basis;

V. The Directors have laid down internal financial controls for the Company financialcontrols are adequate and operating effectively;

VI. There is a proper system to ensure compliance with the provisions of all applicablelaws and such systems are adequate and operating effectively.

Particulars of employees

The particulars of employees as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel)

Rules 2014 are given in a separate annexure attached hereto and forms part of thisreport as "Annexure II".

Fixed deposits

The Company has not accepted any deposit from the public and as such there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.

Number of meetings of the Board

The Board met 7(Seven) times during the financial year the details are given in theCorporate

Governance Report that forms part of the Annual Report.

Audit Committee

The Audit Committee was constituted by the Company and the details of terms ofreference of the Audit Committee number and dates of meeting held attendance amongothers are given separately in the attached Corporate Governance Report. During the yearthere were no instances of the Board that had not accepted the recommendations of theAudit Committee.

Whistleblower Policy

The Company has in place a whistleblower policy to deal with unethical behaviorvictimization fraud and other grievances or concerns if any. The aforementionedwhistleblower policy can be accessed on the Company's website at the web link:http://www.kaushalya.net/KDCVIGIL.pdf.

Risk Management Policy

The Company has a defined Risk Management framework to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis.

The Risk Management Policy provides for identification of risk its assessment andprocedures to minimize risk. The policy is periodically reviewed to ensure that theexecutive management controls the risk as per decided policy.

Nomination & Remuneration Committee

A Nomination & Remuneration Committee was constituted by the Company and thedetails of terms of reference number and dates of meeting held attendance among othersare given separately in the attached Corporate Governance Report forming part of thisAnnual Report.

Stakeholders' Relationship Committee

The composition and terms of reference of the Stakeholders' Relationship Committee hasbeen furnished in the Corporate Governance Report forming part of this Annual Report.

Policy on Directors' Appointment and Remuneration

The Policy of the Company on Directors' Appointment and Remuneration including criteriafor determining qualifications positive attributes independence under sub-Section (3)and (4) of Section 178 of the Companies Act 2013 is attached as "Annexure-

III" to this Report. The remuneration policy is stated in the Corporate GovernanceReport.

Board Evaluation

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of its own performance of the individual directors as well as theworking of its Audit Nomination & Remuneration and Stakeholders Relationshipcommittees. The manner in which the evaluation has been carried out has been explained inthe attached Corporate Governance Report integral part of this

Annual Report.

Inter-corporate loans guarantees and investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Related party transactions

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the

Company at large. All related party transactions were placed before the Audit Committeeand also for the Board approval wherever required. Prior omnibus approval of the AuditCommittee is generally obtained for the transactions which are of a foreseen andrepetitive nature and these transactions are reviewed by the Audit Committee on quarterlybasis. The policy on related party transactions as approved by the Board is uploaded onthe Company's website at the web link: http://www.kaushalya. net/KIDCORELATED.pdf.

The details of transactions entered into with related parties are attached as"Annexure IV" in form

AOC-2 that forms an integral part of this Report.

Extract of annual return

The details forming part of extract of annual return as per Form MGT-9 is annexedherewith as "Annexure V".

Significant and material orders passed by the regulator/court

There are no significant materials orders passed by the regulator/court which wouldimpact the going concern status of the Company and its future operations.

Internal Financial Control

The Company has in place adequate internal financialcontrol with reference to thefinancial statements.

During the year such control was reviewed and no reportable material weakness wasobserved.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements as set out in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Report on CorporateGovernance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an integral part of this Annual Report.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review as stipulated under theSEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges ispresented in a separate section forming part of this Annual Report.

CEO/CFO Certification

As required by the Regulation 17(8) of SEBI (Listing Obligations and DisclosureRequirements)

Regulations 2015 the CEO/ CFO certification has been submitted to the Board and acopy thereof is contained elsewhere in this Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. S. K. Kabra & Associates Company Secretaries in Practice to undertakethe secretarial audit of the Company for the financial year 2016-17. The Secretarial AuditReport for the financial year ended 31st March 2017 is attached as "AnnexureVI" and forms a part of the report of the Directors. The observation made by thesecretarial auditors in their report are self-explanatory and therefore do not call forany further explanations/comments.

Auditors & Auditor's Report

At the Annual General Meeting held in the year 2016 M/s Monu Jain & CompanyChartered Accountants (ICAI Firm Registration No. 3279004E) Statutory Auditors of theCompany were appointed by the shareholders to hold office as Statutory Auditors from theconclusion of Annual

General Meeting held in the year 2016 till the conclusion of Twenty Seventh AnnualGeneral Meeting of the Company to be held in the year 2019 subject to ratification oftheir appointment at every

Annual General Meeting.

Under Section 139 of the Companies Act 2013 the Company is required to place thematter relating to Statutory Auditors' appointment for ratification by members at every

Based on the recommendations by the Audit Committee the Board of Directors of theCompany recommends the ratification of appointment of M/s Monu Jain & CompanyChartered Accountants

(ICAI Firm Registration No. 3279004E) as Statutory Auditors of the Company by theshareholders at the ensuing Annual General Meeting.

The observations of the Auditors in their report read together with the notes onAccounts are self-explanatory and therefore in the opinion of the Directors do not callfor any further explanation.

Cost auditors

The cost audit u/s 148 of Companies Act 2013 read with its rule is not applicable foryour Company for the financial year ended 31st March 2017.

CSR Committee

Pursuant to provisions of section 135(1) of Companies Act 2013 formation of suchcommittee is not applicable to your Company.

Restructuring of Debts

The company has received a letter from Alchemist Asset Reconstruction Company Limitedregarding assignment of financial Assets by Indian Overseas Bank. They have mentioned intheir letter that all the financial assets of the Company together with all the rightsinterests & Guarantees is hereby assigned to Alchemist-VII Trust (where AlchemistAsset Reconstruction Company Limited is a Trustee) and become the Secured Creditor of theCompany as per the SARFAESI Act. Further they have requested us to make all thecorrespondence with them in near future for the outstanding loan.

State Bank of India and Indian Overseas Bank had decided to call up the loan earlierclassified by them as non-performing. Accordingly they had issued notices under section13(2) of the SARFAESI act. The company had replied to the same in detail and the mattersare currently in litigation. Simultaneously the company is discussing with State Bank ofIndia as well as Alchemist- VII Trust for amicable settlement of dues in an effort toresolve the matter.

Other Information

The Audit Committee of your company has reviewed the audited financial under review atits meeting held on May 30 2017 and recommended the same for the approval of the Board ofDirectors.

Sexual Harassment Policy

The Company has a Policy on Prohibition Prevention and Redressal of Sexual Harassmentof

Women at Workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and

Redressal) Act 2013".

Up till date the Company has not received any complaint under the Policy.

Significant and Material Orders Passed By the Regulators / Courts /Tribunals

There are no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations

Annexures forming a part of this Report of the Directors

The Annexures referred to in this report and other information which are required to bedisclosed are annexed herewith and forms a part of this report of the Directors:

Annexure Particulars
I Details of Subsidiaries Associates and Joint Venture in AOC-1
II Particulars of Employees
III Policy on selection of directors
IV Details of RPT in AOC-2
V Extracts of the Annual Return as per Form MGT-9
VI Secretarial Audit Report

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Presently our company is not engaged in any activity relating to conservation ofenergy or technology absorption. During the year under review our company has no foreignexchange earnings and outgoes.

Appreciation

Our Board of Directors wish to thank the Central Government the Government of WestBengal the financial institutions its Bankers shareholders customers dealers andother business associates for the support received from them during the year. OurDirectors place on record their sincere appreciation for all employees of the Company andfor their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Mahesh Mehra

DIN : 00086683

Whole-time Director

Dated: 24th July 2017

Registered office:

HB-170 Sector-III Salt Lake Kolkata-700106 CIN-L51216WB1992PLC055629

Annexure I to the

Directors' report

FORM- AOC 1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Amt. in `)

1 2 3 4
Name of the subsidiary Bengal KDC Housing Dev Ltd (BKHDL) Bengal Kaushalya Nirman Ltd (BKNL) Kaushlya Energy Pvt Ltd (KEPL) Azur Solar KDC Pvt Ltd (Subsidiary of KEPL)
Reporting period 31st March 2017 31st March 2017 31st March 2017 31st March 2017
Reporting currency and Exchange rate INR INR INR INR
Share capital 111732830 2000000 1000000 100000
Reserves & surplus (1251851) (317676) (818769) (32614)
Total assets 110512010 1758457 253681 1586866
Total Liabilities 110512010 1758457 253681 1586866
Investments 34800 - 99000 -
Turnover 107139 27000 19000 18000
Profit before taxation (265618) 3777 850 1447
Provision for taxation - 830 135 330
Profit after taxation (265618) 3947 715 1117
Proposed Dividend NIL NIL NIL NIL
% of shareholding 51% 51% 95.50% 99%(Holding by
KEPL)

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations: a. Azur Solar KDCPrivate Ltd b. Bengal Kaushalya Nirman Ltd c. Kaushalya Energy Private Ltd

2. Names of subsidiaries which have been liquidated or sold during the year: NONE

3. The Reporting date of all subsidiaries is same as that of the Company i.e. 31stMarch 2017.

4. The Company does not have any foreign subsidiary

For and on behalf of Board of Directors

Mahesh Mehra

Whole-time Director

Tarak Nath Mishra Sanjay Lal Gupta
CFO

Company Secretary

In terms of our report attached.

For Monu Jain & Company Firm Regn. No. 327900E

Chartered Accountants

Monu Jain

Proprietor

Membership No.302721 Date: May 30 2017 Place: Kolkata

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

(Amt. in `)

Name of Associates /Joint Ventures Orion Abasaan Pvt Ltd (OAPL) Kaushalya Nirman Pvt Ltd (KNPL) Kaushalya Township Pvt Ltd (KTPL) KIDCO NACC
1. Latest audited Balance Sheet Date 31st March 31st March 31st March 31st March
2017 2017 2017 2017
2. Shares of Associate/Joint Ventures held by the company on the year end
- No. 29000 46000 317533 NA
- Amount of Investment in Associates/ 1090000 1940000 15507850 (9338712)
Joint Venture (Amount in Rs)
- Extend of Holding % 48.33% 46.00% 48.72% 90%
3. Description of how there is significant influence

Based on the percentage of holding over these investees

4. Reason why the associate/joint venture is not consolidated NA NA NA NA
5. Networth attributable to Shareholding as per latest audited Balance Sheet 55841276 26178537 115111258 NA
6. Profit / Loss for the year
i. Considered in Consolidation 1454996 4209 2010 Nil
i. Not Considered in Consolidation 1555340 4.942 2118 Nil

1. Names of associates or joint ventures which are yet to commence operations. None

2. Names of associates or joint ventures which have been liquidated or sold during theyear.

None

For and on behalf of Board of Directors

Mahesh Mehra

Whole-time Director

Tarak Nath Mishra Sanjay Lal Gupta
CFO

Company Secretary

In terms of our report attached.

For Monu Jain & Company Firm Regn. No. 327900E

Chartered Accountants

Monu Jain

Proprietor

Membership No.302721 Date: May 30 2017 Place: Kolkata

Annexure II to the

Directors' Report

Details pertaining to remuneration

As required under Section 197 (12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

(i) The Percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the

Financial year 2016-17 ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year 2016-17 and thecomparison of remuneration of each Key Managerial Personnel

(KMP)

Name of the Director/KMP and Designation Remuneration of Director/ KMP for financial year 2016-17 (` ) % Increase in remuneration in the financial year 2016-17 Ratio of remuneration of each Director/ to median remuneration of employees Comparison of the remuneration of the KMP against the performance of the Company
1 Mahesh Mehra 1140000 NIL NA Not comparable since
(Whole-time Director) Company was in Los
2 Tarak Nath Misha 480000 NIL NA Not comparable since
(Chief Financial Officer) Company was in Loss
3 Sanjay Lal Gupta 160938 NA NA Not comparable since
(Company Secretary) Company was in Loss

Note: for this purpose Non-Executive Directors are excluded as they received onlysitting fees.

(ii) The median remuneration of employees of the Company during the financial year wasnot applicable since most of the employee left the company during the year.

(iii) In the financial year there was no increase in the median remuneration ofemployees;

(iv) There were 5 permanent employees on the rolls of the Company as on March 31 2017;

(v) Relationship between average increase in remuneration and Company performance : Notapplicable

(vi) Comparison of the remuneration of the key Managerial Personnel(s) against theperformance of the Company:- For the financial year 2016-17 Company was in loss and hencenot comparable;

(vii) (a) V ariation in market capitalization of the Company: The market capitalizationas on March 31 2017 ` 18.35 crorewas (`12.47 crore as on March 31 2016); (b) PriceEarnings ratio of the Company was (4.58) as at March 31 2017 and was (12.77) as at March31 2016; (c) Percentage increase or decrease in the market quotations of the shares ofthe Company as compared to the rate at which the Company came out with the last publicoffer in the year (+91)%.

(viii) A verage percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2016-17 was nil whereas thepercentile increase in the managerial remuneration for the same financial year was nil.Average percentile increase in the salaries of employees other than managerial personnelwas nil since some of the high paid non managerial employees left the company early duringthe current year.

(ix) Comparison of the each remuneration of the key managerial person against theperformance of the company: Not comparable since the company was in loss during thecurrent year.

(x) The key parameter for any variable components of remuneration availed by directors:Not Applicable

(xi) The ratio of the remuneration of the highest paid directors to that of theemployees who are not directors but received remuneration in excess of highest paiddirectors during the year: Not Applicable (xii) It is hereby affirmed that theremuneration paid is as per the Remuneration Policy for Directors Key Managerial

Personnel and other Employees

NOTE: Section 197(12) of the Companies Act 2013 read with rule 5 of sub rule 2of the (Companies Re-appointment & Remuneration of Managerial Personnel) 2014 notapplicable hence no disclosure made here.

Criteria for selection of Directors and persons in Senior Management

A. Intr duction o

The Nomination and Remuneration Committee of the Company has adopted the followingpolicy and procedures with regard to identification and nomination of persons who arequalified to become directors and who may be appointed in Senior Management. Anyappointment of Directors shall be subject to the guidelines and policy as laid down byNomination and Remuneration Committee. The Committee will ensure that the composition ofBoard of Directors have an optimum combination of executive and non-executive directorswith at least one woman director and not less than fifty percent of the Board of Directorsshall comprise of non-executive Directors including Independent Directors is a person ofintegrity and possesses expertise knowledge.

B. Criteria for identifying persons for appointment as Directors and Senior Management.

1. Candidates for directorship should possess appropriate qualifications skills andexpertise in one or more fields of finance law general corporate management informationmanagement science and innovation public policy financialservices sales &marketing and other disciplines as may be identified by the NRC and/ or the Board fromtime to time that may be relevant to the Company's business.

2. Such candidates for directorship on the board should have the following positiveattributes:

Experience

A Board candidate should have extensive experience in business administrationprofession governance and/or public service. An ideal Board candidate may have hadexperience in more than one of these areas.

Education

Any bachelor degree from a recognized college or University is sufficient. But in somecases additional degree should be more preferable. However these educational criteria arenot meant to exclude an exceptional candidate who does not meet these educationalcriteria.

Personal

The candidate should have the capability to represent the company to the stakeholders.He should possess a high level of integrity ethics credibility and trustworthiness andhe should be of the highest moral and ethical character.

Availability

The Board candidate must be willing to commit as well as have sufficient timeavailable to discharge the duties of Board membership. The Board candidate should not haveany prohibited interlocking relationships.

Compliance

The Candidate should meet the compliance requirements as prescribed under the

Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and other Rules & Regulations or standards set out by the Company.Candidates for Independent Directors on the Board of the Company should comply with thecriteria for Independence as stipulated under the Companies Act 2013 and the Regulationsas amended or re-enacted or notified from time to time. Such candidates should also complywith other applicable regulatory requirements relating to Independence or as may be laiddown by the Board from time to time.

Selection and Orientation of New Directors

The committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as a Director. The person who is proposed to beappointed as a Director The committee shall identify the Candidates for the Board andrecommend them for appointment by Board and subsequently for approval by the shareholdersas prescribed under the law. The directors shall be appointed as per the procedure laiddown under the provisions of the Companies Act 2013 rules made thereunder SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 or any other enactment for thetime being in force.

Assessing Performance of Board and Committees

The Board of Directors has carried out an annual evaluation of its own performance itscommittee and individual directors in pursuant to the requirements of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheNomination and Remuneration Committee shall evaluate performance of each director andreport annually to the Board on the results of the assessment process. The performanceevaluation of Independent directors shall be done by the entire Board of Directors. TheIndependent directors in their meeting shall review the performance of non-independentdirectors and the Board as a whole. While assessing the performance the Board or theNomination and Remuneration Committee shall take into account attendance of directors inthe Board & Committee meetings performance of the business accomplishment oflong-term strategic objectives & their participation role & functioning ofvarious committees compliance and other matter as they may think fit. The purpose of theassessment is to increase the effectiveness of the Board. The performance evaluation ofthe Independent Directors was carried out by the entire Board and the performanceevaluation of the Chairman and Non- independent Directors was carried out by theIndependent Directors.

C. Key Managerial Personnel (KMP)

The NRC shall consider the recommendations of the Management while evaluating theselection of executives in Senior Management. The NRC may also identity potentialcandidates for appointment to

Senior Management through referrals and recommendation from past and present member.The above criteria shall also apply for selection of Key Managerial Personnel (KMP)excepting those which are not applicable for persons in senior management. Whereappointment or performance of any KMP requires specific qualification or degree theperson should also possess that specific qualification or degree. Keeping self-up-to-datefor performing duties on issues and emerging trends is an important part ofresponsibilities. KMP must take reasonable steps to remain current in professionaldevelopment corporate governance and discharging duties & responsibilities. The KMPshall meet the conditions prescribed under the Companies Act 2013 and other Rules &Regulations as may be applicable.

D. Review

The Nomination & Remuneration Committee shall periodically (on quarterly basis)review the effectiveness of this policy and recommend any revisions that may be requiredto this policy to the Board for consideration and approval.

Mahesh Mehra

DIN: 00086683

Whole-time Director

Dated: 24th July 2017
Registered office:
HB-170 Sector-III
Salt Lake Kolkata-700106
CIN-L51216WB1992PLC055629

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

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

1. Details of contracts or arrangements or transactions not at arm's lengthbasis:

There were no contracts or arrangements or transactions entered into during the yearended 31st March 2017 which were not at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's lengthbasis:

There were no material contracts or arrangements or transactions entered into duringthe year ended 31st March 2017 which were at arm's length basis.

Note: The definitionof material is as per explanation given in Regulation 23(1) ofSEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015.

Mahesh Mehra

DIN: 00086683

Whole-time Director

Dated: 24th July 2017

Registered office:

HB-170 Sector-III Salt Lake Kolkata-700106 CIN-L51216WB1992PLC055629