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Scintilla Commercial & Credit Ltd.

BSE: 538857 Sector: Financials
NSE: N.A. ISIN Code: INE892C01018
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P/E 623.33
Mkt Cap.(Rs cr) 19
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OPEN 18.70
CLOSE 18.70
VOLUME 1
52-Week high 31.35
52-Week low 18.70
P/E 623.33
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Scintilla Commercial & Credit Ltd. (SCINTILLACOMM) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting their Twenty-Eight Annual Report on thebusiness and operations of Scintilla Commercial & Credit Limited (the"Company") together with the audited statement of accounts for the year ended 31st March 2017.

Financial Highlights (Standalone and Consolidated)

During the year under review performance of your company as under:

Financial Result Year Ended 31.03.2017 Year Ended 31.03.2016
Total Revenue 7715544 26657225
Less: Expenditure 8829804 26528491
Profit /(Loss) Before Tax (1114260) 128734
Less: Tax Expenses 55582 49532
Profit /(Loss) After Tax (1169842) 79202
Balance carried to Balance Sheet. 265422 1437473

The consolidated performance of the group as per consolidated financial statements isas under:

Financial Result Year Ended 31.03.2017 Year Ended 31.03.2016
Total Revenue 8627805 27604248
Less: Expenditure 9667238 27348996
Profit /(Loss) Before Tax (1039433) 255252
Less: Tax Expenses 77483 67883
Share of Profit / (Loss) transferred to Minority Interest 23817 45045
Balance Profit / (Loss) C/F to the next year 516952 1659894

Operating & Financial Performance

The Standalone Gross revenues decreased to Rs. 7715544/- a decline of around 71.06 %against Rs. 26657225/- in the previous year. Profit before taxation was (Rs. 1114260/-)against Rs. 128734/- in the previous year. And

The Consolidated Gross revenues decreased to Rs. 8627805/- a decline of around 68.74%against Rs. 27604248/-in the previous year. Profit before taxation was (Rs. 1039433/-)against Rs. 255252/- in the previous year. After providing for taxation of Rs. 77483/-& Rs. 67883/- respectively the net profit of the Company for the year under reviewwas placed at Rs. 23817 /- as against Rs. 45045/- in the previous year.

Material Changes & Commitments

No material changes and commitments have occurred from the date of close of thefinancial year till the date of this Report which affect the financial position of theCompany.

Dividend

With the view to conserve the resources of company your directors regret to recommendany dividend for the period under report.

Transfer to Reserves

Your Directors propose to transfer nil amount to the General Reserves due to negativeprofit.

Share Capital

The paid up Equity Share Capital as on March 312017 was 100277770. During the yearunder review the company has not issued any shares or any convertible instruments.

Change in the nature of business if any

There is no change in the nature of the business of the Company.

Statutory & Legal Matters

There has been no significant and/or material order(s) passed by anyRegulators/Courts/Tribunals impacting the going concern status and the Company'soperations in future.

Material Changes & Commitments occurring after the end of Financial Year

No material changes and/or commitments affecting the financial position of the Companyoccurred between the end of the financial year to which the attached financial statementsrelate to and up to the date of this report.

Financial Liquidity

Cash and cash equivalent as on March 31 2017 was Rs. 3309722 (previous year Rs.1255517). The Company's working capital management is based on a well-organized process ofcontinuous monitoring and controls.

Deposits

The Company being a Non Deposit Accepting NBFC has not accepted any public deposits assuch no amount on account of principal or interest on public deposits was outstanding ason the date of the balance sheet.

The Company has not accepted deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Rules framed thereunder.

Subsidiary/Joint Ventures / Associates

As on March 312017 the Company had two Indian subsidiaries. During the year there hasbeen no change in the nature of business of the two subsidiaries. In accordance withSection 129(3) of the Companies Act 2013 the Company has prepared a consolidatedfinancial statement of the Company and all its subsidiary companies which is forming partof the Annual Report. A statement containing salient features of the financial statementsof the subsidiary companies in the prescribed format AOC 1 is also included in the BoardReport and is attached as ANNEXURE-I In accordance with third proviso of Section 136(1) ofthe Companies Act 2013 the Annual Report of the Company containing therein itsstandalone and the consolidated financial statements has been placed on the website of theCompany www.scintilla.co.in. Further as per fourth proviso of the said section auditedannual accounts of each

of the subsidiary companies have also been placed on the website of the Company atwww.scintilla.co.in.

Consolidated Financial Statements

The consolidated financial statements prepared in accordance with Accounting Standard21 Consolidated Financial Statements forms part of this report. The Net Worth of theconsolidated entity as on March 31 2017 stood at Rs. 101428149 /- as againstRs.102571091 at the end of the previous financial year.

Internal Financial Control

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

Risk Management

Although the company has long been following the principle of risk minimization as thenorm in every industry it has now become a compulsion. The Board members were informedabout risk assessment and after which the Board formally adopted and implemented thenecessary steps for monitoring the risk management plan forthe company.

Directors and Key Managerial Personnel

During the year under review at a meeting of the Board of Directors of the Companyheld on 6th October2016 took the note of resignation of Miss. Vishakha Mundrafrom the office w.e.f. 20th September 2016 due to her pre-occupation. Furtheron the recommendation of Nomination and Remuneration Committee appointed Mr. Mahesh KumarKejriwal (DIN: 07382906) as additional independent non- exectuive director of the Company.Further in Board Meeting held on 5th April 2017 the board noted the change indesignation of Mr. Jitendra Kumar Goyal from Managing Director to Director w.e.f. 28<hMarch2017.

In accordance with the provisions of Companies Act 2013 Mr. Jitendra Kumar Goyal (DIN:00468744) Director of the Company retires by rotation and being eligible offers himselffor re-appointment. Necessary resolution for Mr. Mahesh Kumar Kejriwal as independentdirector of the Company is included in the Notice.

Company Secretary and Compliance Officer

During the previous year Mr. Rama Kant Mishra Company Secretary and ComplianceOfficer of the Company resigned from the services of the Company. The resignation waseffective 1st March 2016. Consequent to Mr. Rama Kant Mishra's resignationthe Board appointed Mr. Anand Mishra as the Company Secretary KMPand Compliance Officerof the Company with the effect from 30h April 2016.

Declaration by Independent Pirector(s)

The Board of Directors hereby certifies that the Independent Directors appointed on theBoard meet the criteria pursuant to Section 149(6) of the Companies Act 2013.

Further all Independent Directors have furnished their Declarations meeting thecriteria under Section 149(6) of the Companies Act 2013 and Regulation 25 SEBI (Listingand Disclosure Requirement) Regulations 2015.

Meetings of Board

During the Financial Year 2016-17 seven (7) meetings of the Board of Directors of theCompany were held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Board Meetings was within the period prescribed undertheCompanies Act 2013.

Board Induction Training and Familiarisation programme for Independent Directors

At the time of appointment of the Director a formal letter of appointment is given tohim which inter-alia explains the role functions and responsibilities expected of him asa Director of the Company. The Director is also explained in detail the variouscompliances required from him as a Director under the various provisions of the CompaniesAct 2013 Regulation 25 SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 SEBI(Prohibition of Insider Trading) Regulations 2011 the Code of Conduct of theCompany and other relevant regulations. The Director upon appointment is formallyinducted to the Board. In order to familiarize the Independent Directors about thebusiness drivers they are updated through presentations at Board Meetings about theFinancials of the company and also about the new product launches. They are also providedbooklets about the business and operations of the company.

The Directors are also updated on the changes in relevant corporate laws relating totheir roles and responsibilities as Directors.

Meetings of Independent Directors

A separate meeting of the Independent Directors was held on 14th February 2017. Mr.Vidhu Bhushan Verma was elected as the Lead Independent Director of the Company. Detailsof the separate meeting of the Independent Directors held and attendance of IndependentDirectors are provided in the Report on Corporate Governance forming part of this report.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and to fixtheir remuneration. The Company's Remuneration Policy is available on the Company'swebsite at www.scintilla.co.in and forms a part of this Report of the Directors asAnnexure -II.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act for theyear ended on 31.03.2017 and state that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen 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 financial year and ofthe profit and loss 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 this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

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

Related Party Transactions

All Related party transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business. There are no materialsignificant related party transactions made by the Company during the year that would haverequired shareholder approval under Regulation 23 SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015. All related party transactions are reported to the AuditCommittee. Prior approval of the Audit Committee is obtained on a yearly basis for thetransactions which are planned and/ or repetitive in nature and omnibus approvals aretaken within limits laid down for unforeseen transactions. The disclosure under Section134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014 is not applicable. The Policy on Related Party transactions as approved by theBoard has been uploaded on the Company's Website and may be accessed at the linkhttp://www.scintilla.co.in/policy/DOC_ 194281 .SCC_related_party_policy.pdf

The details of the transactions with related parties during 2016-17 are provided in theaccompanying financial statements.

None of the Independent Directors had any pecuniary relationship or transactions withthe Company during the year under review.

Performance Evaluation

The Nomination and Remuneration Committee (NRC) of your Company has formulated and laiddown criteria for performance evolution of the Board (including Committees) and everydirector (including Independent Directors and Chairman & Managing Director) pursuantto provision of Section 134 Section 149 read with Code of Independent Directors (Scheduleiv) and Section 178 of the companies Act 2013 and Regulation 19(4) read with Part D ofSchedule II of SEBI Listing Regulations 2015 covering inter-alia the following parametersnamely:

1. Board Evaluation - degree of fulfillment of key responsibilities; Board Culture anddynamics

2. Board Committee Evolution-effectiveness of meetings; committee dynamics.

3. Individual Director Evolution (including Ids) - contribution at Board Meetings.

Further the Chairman and Managing Director is evaluated on key aspects of the rolewhich includes inter-alia effective leadership to the Board and adequate guidance to theCEOs.

Board Evaluation

Pursuant to the provisions of Companies Act 2013 and Regulation 17 SEBI(Listing andDisclosure Requirement) Regulations 2015the Board has carried out annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Committees.

Whistleblower Mechanism

Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations and in order to maintain these standards the Companyencourages its employees who have genuine concerns about suspected misconduct to comeforward and express these concerns without fear of punishment or unfair treatment. TheCompany has a strong and effective Whistleblower Policy which aims to deter and detectactual orsuspected misconduct.

This mechanism also provides for adequate safeguards against victimization of employeeswho avail of the mechanism. Any employee may report such incident without fear to theVigilance Officer or alternatively to Chairman of the Audit Committee.

The Audit Committee is empowered to monitor the functioning of the mechanism. Itreviews the status of complaints received under this policy. The Committee has in itsReport affirmed that no personnel have been denied access to the Audit Committee. Thedetails of whistle blower policy is posted on the website of the Company and can beaccessed at www.scintilla.co.in

Corporate Social Responsibility

The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notapplicable to the Company.

Listing

The shares of the Company are listed on the BSE Limited and Calcutta Stock ExchangeLimited. The Company's shares are compulsorily traded in the dematerialized form. The ISINallotted is INE892C01018.

Statutory Audit

M/s. S. K. Rungta & Co. Chartered Accountants (FRN: 308081E) Kolkata wereappointed as Statutory Auditors of the Company from the conclusion of the Annual GeneralMeeting held on 29.09.2014 until the conclusion of 28th Annual General Meetingto be held in the year 2017. The term of appointment of M/s. S. K. Rungta & CoChartered Accountants will complete at the conclusion of the forthcoming AGM. The Boardtook on record its appreciation of service rendered by them during their tenure asStatutory Auditors of the Company.

M/s T. C. Mahawar & Co Chartered Accountants have been proposed to be appointed asstatutory auditors of the Company at the ensuing Annual General Meeting for a period offive years from the conclusion of the ensuing 28thAGMtill the conclusion ofSS^AGMof the Company. The said firm has given its consent and declared that they are notdisqualified to be appointed as statutory auditors.

Report of M/s. S. K. Rungta & Co Chartered Accountants and statutory auditor'sReport does not contain any qualifications reservations or adverse remarks. The Auditor'sReport is enclosed with the financial statements in this Annual Report.

Auditor's Certificate on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015the auditor's certificate on corporate governance is enclosed as ANNEXURE-IV to theBoard's report.

Secretarial Audit

Mr. Anand Khandelia Practicing Company Secretary was appointed to conduct thesecretarial audit of the Company for the financial year 2016-1 7 as required underSection 204 of the Companies Act 2013 and Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

In terms of the provisions of Section 204(1) of the Company Act 2013 a SecretarialAudit Report in Form MR-3 given by Secretarial Auditor is annexed to this Report(ANNEXURE-III). The Report confirms that the Company had complied with the statutoryprovision listed under Form MR-3 and the Company also has proper board processes andcompliance mechanism. The Secretarial Audit Report doesnot contain any qualificationreservation or adverse remark.

The Report confirms that the Company had complied with the statutory provision listedunder Form MR-3 and the Company also has proper board processes and compliance mechanism.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

Board Induction. Training and Familiarisation programme for Independent Directors

At the time of appointment of the Director a formal letter of appointment is given tohim which inter-alia explains the role functions and responsibilities expected of him asa Director of the Company. The Director is also explained in detail the variouscompliances required from him as a Director under the various provisions of the CompaniesAct 2013 Regulation 25 SEBI(Listing Obligation and Disclosure Requirement) Regulations2015 SEBI(Prohibition of Insider Trading) Regulations 2011 the Code of Conduct of theCompany and other relevant regulations.

The Director upon appointment is formally inducted to the Board. In order tofamiliarize the Independent Directors about the business drivers they are updated throughpresentations at Board Meetings about the Financials of the company and also about the newproduct launches. They are also provided booklets about the business and operations of thecompany.

The Directors are also updated on the changes in relevant corporate laws relating totheir roles and responsibilities as Directors.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The code laid down by the Board is known as "code of businessconduct" which forms an Appendix to the Code. The Code has been posted on the Com pan/s website www.sci nti I la .co. i n.

All the Board Members the Senior Management personnel and personnel one level belowthe Board have confirmed compliance with the Code. All Management Staff were givenappropriate training in this regard.

Internal Control Systems and Their Adequacy

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Director.

Loans guarantees and investments

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.The detail of the investments made by the Companyare given in the notes to the financial statements.

Conservation Of Energy Technology Absorption

Since the Company does not own any manufacturing facility being an Investment Companythe particulars relating to conservation of energy and technology absorption stipulated inthe Companies (Accounts) Rules 2014 are not applicable.

Foreign Exchange Earning and Outgo

There is no foreign exchange earnings and outgo during the year under review.

Extract of Annual Return

The extract of Annual Return as for the financial year 2016-2017 in Form No. MGT-9 asrequired under Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 is set out as an annexure to this Report.(ANNEXURE V).

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is attached here as ANNEXURE VI and forms a part of theDirectors' Report.

There are no employees who are in receipt of remuneration in excess of the limitspecified under section 134(3) (q) read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

RBI Guidelines for Non-Banking Financial Companies

The Company has observed all the prudential norms prescribed by the Reserve Bank ofIndia. The Schedule as required in terms of Paragraph 13 of Non-Banking FinancialCompanies Prudential Norms (Reserve Bank) Directions 2015 is annexed herewith.

Provisions of Sexual Harassment

The provisions of the Sexual Harassment of Women at the work place (PreventionProhibition and Redressal) Act 2013 is not attracted on the Company However the Companyhas a voluntary policy towards Prevention of Sexual Harassment of Women employees of theCompany and has set up a mechanism for registering and prompt redressal of complaintsreceived from all permanent and temporary employees and staffs.

Cautionary Note

The statements forming part of the Directors' Report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.

General Disclosures

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

• Issue of equity shares with dirrential rights as to dividend voting orotherwise.

• Issue of Sweat equity shares.

• Your Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.

• There was no revision in the Financial Statements.

There was no change in the nature of business.

Acknowledgement

Your Directors take the opportunity of placing their sincere appreciation to theCentral Government State Government Banks Financial Institutions employeesassociates consultants and members of the company for their valuable guidance andsupport. The Board expects to receive their continued support in the future as well.

For and on behalf of the Board of Directors

Jitendra Kumar Goyal Vidhu Bhushan Verma
Place: Kolkata Director Director
Date: 30/05/2017 (DIN 00468744) (DIN 00555238)

Annexure-I

Statement containing the salient features of the financial statements of subsidiaries/associate companies/ joint ventures[Pursuant to the first proviso to Sub-section(3) of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 - AOC -1 ]

Part A: Subsidiaries

SI. No. Name of Subsidiary Company Reporting Period Reporting currency & Exchange rate Share Capital Reserves & Surplus Total Assets Total Liabilities Investments Turnover (including other income also) Profit/ (Loss) before Tax Provision for Tax Profit (Loss) After Tax Proposed Dividend % of share holding
1. Jaimatarani Merchants Limited 31st March 2017 INR 20000000 (58605.61) 19948455.39 19948455.39 9919744.00 396426.61 10292.11 1961.00 8331.11 55%
2. Mericogold Trading Limited 31st March 2017 INR 20000000 8014.14 20105144.14 20105144.14 14525400.00 515834.17 64534.67 19940.00 44594.67 - 55%

Part B : Associates and Joint Ventures

SI. No. Name of Associates Latest audited Balance Sheet Date Shares of Associates / Joint Ventures held by the company at the year end Amount of Investment in Associates Extend of Holding % Description of how there is significant influence Reason why the associate is not consolidated Networth attributable to Shareholding as per latest audited Balance Sheet Profit/ Loss for the year Consi dered in Consoli dation (i) Not Considered in Consolidation (ii)
Not Applicable

 

For and on behalf of the Board of Directors
Place : Kolkata Jitendra Kumar Goyal Vidhu Bhushan Verma
Date : 30.05.2017 Director Director
DIN : 00468744 DIN : 00555238

ANNEXURE-II

NOMINATION & REMUNERATION POLICY OF Scintilla Commercial & Credit Limited

INTRODUCTION

The Company considers human resources as its invaluable assets. This policy onnomination & remuneration of Directors Key Managerial Personnel (KMPs) and otheremployees has been formulated in terms of the provisions of the Companies Act 2013 andthe listing agreement in order to pay equitable remuneration to the Directors KeyManagerial Personnel (KMPs) and employees of the Company and to harmonize the aspirationsof human resources consistent with the goals of the Company.

OBJECTIVE

The Key Objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and SeniorManagement.

b) To evaluate the performance of the members of the Board and provide necessary reportto the Board forfurther evaluation.

c) To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and SeniorManagement.

DEFINITIONS

"Board" means Board of Directors of the Company.

"Company" means "Scintilla Commercial & Credit"

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

"Key Managerial Personnel" (KMP) means

(i) CEO or the Managing DirectorortheManager

(ii) Company Secretary

(iii) Whole-time Director

(iv) CFO

(v) Such other officer as may be prescribed

"Nomination and Remuneration Committee" shall mean a Committee of Board ofDirectors of the Company constituted in accordance with the provisions of Section 178 ofthe Companies Act 2013 and the Listing Agreement.

"Policy or This Policy" means "Nomination and RemunerationPolicy."

"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.

"Senior Management" mean personnel of the Company who are members of its coremanagement team excluding Board of Directors. This would include all members of managementone level below the executive directors including all the functional heads.

POLICY FOR APPOINTMENT OF DIRECTORS KMPs AND SENIOR MANAGEMENT Appointment criteriaand qualifications:

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

2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

Term/Tenure:

1. Managing Director/Whole-time Director/Manager (Managerial Person):

The Company shall appoint or re-appoint any person as its Managerial Person for a termnot exceeding five years at a time.

2. 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. NoIndependent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director.

3. A whole-time KMP of the Company shall not hold office in more than one Companyexcept in its subsidiary company at the same time.

Evaluation:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management at regular intervals.

POLICY RELATING TO REMUNERATION FOR DIRECTORS KMPs AND OTHER EMPLOYEES General

1. The remuneration/compensation/commission etc. to Directors will be determined by theCommittee and recommended to the Board for approval.

2. The remuneration & commission paid to the Managing Director shall be inaccordance with the provisions of the Companies Act 2013 and the rules made there under.

Remuneration to Non-Executive/Independent Directors

The remuneration payable to each Non-executive Director is based on the remunerationstructure as determined by the Board and is revised from time to time depending onindividual contribution the Company's performance and the provisions of the CompaniesAct 2013 and the rules made there under.

DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances when deemednecessary in the interests of the Company will be made if there are specific reasons todo so in an individual case

ANNEXURE VI

PARTICULARS OF EMPLOYEES

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3)(q) OF THE COMPANIES ACT 2013 READWITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014

NOTES :

1) REMMUNERATION PAID TO DIRECTORS

SL. No. Name of the Director Title Remu neration in F.y 2016- 17 (^) Remu neration in F.y 2015-16 ro Shares / stock held % Increase of Remm in 16-17 Against 15-16 Ratio of Remm To Mre (excl Md) (note) Ratio of Remm To Mre (incl Md) (note) Ratio of Remune ration To Revenues in 2017 (note) Ratio of Remune ration To Net Profit 2017 (note)
1 Mr. Jitendra Kumar Goyal Director* (change In Designation From Md To Director W.e.f 28.03.2017) 600000 600000 211 Nil 4.00 3.33 0.08 (0.51)
2 Mr. Manoj Kumar Mundhara Director Nil Nil Nil Nil 0.00 0.00 0.00 0.00
3. Mr. Vidhu Bhushan Verma Director Nil Nil Nil Nil 0.00 0.00 0.00 0.00
4. Mr. Mahesh Kumar Kejriwal Additional Director Appointed on 6th October 2016 Nil NA Nil Nil 0.00 0.00 0.00 0.00
5. Ms. Vishakha Mundra Resigned on 20th August 2016 Nil Nil Nil Nil 0.00 0.00 0.00 0.00

2) Remmuneration Paid to KMP

SL. No. Name of the Director Title Remu neration in F.y 2016- 17 (^) Remu neration in F.y 2015-16 P) Shares / stock held % Increase of Remm in 16-17 Against 15-16 Ratio of Remm To Mre (excl Md) (note) Ratio of Remm To Mre (incl Md) (note) Ratio of Remune ration To Revenues in 2017 (note) Ratio of Remune ration To Net Profit 2017 (note)
1 Mr. Anand Mishra Company Secretary (appointed on 30.04.2016) 93500 NA Nil Nil 0.68 0.57 0.013 (0.087)
2. Mr. Prabhat Kumar Marda CFO (resigned on 06.10.2016) 62000 Nil Nil Nil 0.80 0.67 0.015 (0.10)

A. Calculation based on annualized salary.

B. Salary includes bonus amount.

C. No remuneration is paid to any Non Executive director during the period

D. The Median Remuneration of Employees (MRE) including Managing Directors (MD) was Rs.1800000 in the financial year 2016-17.

E. The Median Remuneration of Employees (MRE) excluding Managing Directors (MD) was Rs.150000 in the financial year2016-17.

F. The number of permanent employees in the rolls of the company as on 31.03.2017 and31.03.2016 were 4 and 3 respectively.

G. The revenue growth during the Financial year 2016-17 was 28.94% over the Financialyear 2015-16 and whereas the company has negative net profit and it has decreased by 9times compare to the previous year.

H. The aggregate remuneration of employees excluding Managing Director has decline by62.98 % and the aggregate remuneration of employees including Managing Director declineby 85.05%.

I. The Company being listed in BSE and CSE has the following market capitalizations :

a. At BSE the market capitalization is Rs. 318883308.60 (Divided into 10027777 EquityShares @ Rs. 31.80/- each). The company got listed in the Bombay Stock Exchange inNovember 2014.

b. At CSE the market capitalization stands at Rs.l 8852222207.6 (Divided into 10027777Equity Shares @ Rs. 18.80 each). The shares of the company were last traded on 28/12/2001.The growth in market capitalization remained stagnant.

J. The company has a Nomination & Remuneration Policy in place and it is strictlyfollowed for fixation and payment of remuneration to the managerial personnel and otheremployees of the company. The policy has been developed with adherence to the CompaniesAct 2013 and all other statutes as applicable.

K. During the Financial year 2016-17 no employee received remuneration in excess of thehighest paid Director.