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South Asian Enterprises Ltd.

BSE: 526477 Sector: Others
NSE: N.A. ISIN Code: INE118B01010
BSE 00:00 | 20 Jun South Asian Enterprises Ltd
NSE 05:30 | 01 Jan South Asian Enterprises Ltd
OPEN 5.55
52-Week high 7.77
52-Week low 4.82
Mkt Cap.(Rs cr) 2
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Buy Qty 0.00
Sell Price 0.00
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OPEN 5.55
CLOSE 5.55
52-Week high 7.77
52-Week low 4.82
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

South Asian Enterprises Ltd. (SOUTHASIANENT) - Director Report

Company director report

Your Directors present the 28th Annual Report of your Company with the Audited AnnualAccounts for the year ended 31st March 2017.

1. Financial Results

(Rs. in Lacs)

For the year ended 31st March 2017 For the year ended 31st March 2016
Total Income 187.63 236.95
Less: Total Expenditure 209.09 208.11
Less: Interest 1.12 1.06
Gross Profit/(loss) (22.58) 27.78
Less: Depreciation 4.53 4.25
Less: Provision for Taxation (Net) 15.69 7.95
Net Profit after tax (42.80) 15.58
Paid up Equity Share Capital (excluding calls in arrears) 399.90 399.90
Reserves excluding revaluation reserve 7.88 831.11
Earnings per share (Rs.) (107) 0.39

2. Management Discussion and Analysis

Financial Review

Your Company recorded a total income of Rs.187.63 lacs and net loss of Rs. 42.80 lacsduring the year under review compared to previous year's income of Rs.236.95 lacs andprofit of Rs. 15.58 lacs. The marketing of earthing products and execution of contractsfor earthing and lightning protection systems continue to make a significant contributionto the total revenue of the Company. However the revenue generation in this segment waslower by about Rs. 32 lacs as compared to previous year due to some orders under executionthe revenue from which will be realized in the coming year leading to witness betterresults in future.

Your Company's revenue from amusement parks has marginally dipped as compared toprevious year and taxes rising inflation relatively low per capita income and otherfactors in the regions where amusement parks are located have major influence onearnings from this segment. Industry Structure and Development

Your Company maintained good track record of executing contracts awarded to it bygovernment agencies and other parties in the electrical engineering segment. The powerplants electronics and other hi-tech centers where earthing is significantly importantare its target customers apart from high-rise buildings hotels residential units etc.The Company aims to further enhance its capabilities and expects significant growth inthis segment in future. The Company is closely monitoring the current market scenario andeconomic situation for sustaining its growth. In amusement park segment since publicresponse continues to be sluggish the thrust is on attaining regular footfalls besidesinitiating appropriate measures to boost the revenue.

Outlook Risks and Concerns

Regular maintenance including renovations carried out at the amusement park at Kanpurhas helped in increasing the footfalls. With the imposition of stiff service tax andcorresponding increase in entertainment tax as per U.P. Government's policy theprofitability has further eroded and it has become extremely challenging to meet the parksrunning expenses. The increased cost of new rides maintenance etc. and stiff competitionfrom other sources of entertainment have adversely affected the profitability of thissegment. Your Company already operates on thin margins and infusion of funds forimprovement/ new rides has been a constant challenge. The entry costs have to be kept lowto keep the parks within reach of masses that have further stressed the cash flows. Therecurrent loss in this segment is being closely monitored to keep it to the minimum. Withgoods & service tax coming into force from 01/07/2017 and entertainment tax abolishedthe tax burden has lightened marginally. The management is closely monitoring theresponses on footfalls and is simultaneously taking steps to boost inflows. The electricalengineering segment viz. earthing and lightning protection systems business has faredsatisfactorily as the Company has executed orders to the customers' satisfaction. TheCompany has been exploring all possible areas in order to establish strong foothold inthis segment.

Robust governance practices and appropriate risk management strategies are further tosafeguard our stakeholders' interests. The Company has a developed risk managementframework that includes identification and mitigation of risks. The Company isimplementing Risk Management Policy at ensuring sustainable business growth and promotinga proactive approach in evaluating and resolving risks associated with the business.

Opportunities and Threats

The Company is exposed to normal industry risks attributable to respective segments. Inorder to meet the challenge of strained margins in amusement segment the strategy is toachieve increase in the number of visitors and simultaneously to explore avenues fordiversification for which appropriate measures are being initiated. In electricalengineering segment the Company deploys the latest technology for earthing and lightningprotection installations which leads to better protection from electrical hazards.However due to relatively high cost and lack of awareness about the said technologyamongst target clients there is tough competition. To meet the challenge the Companyaims to educate or spread awareness about its products and also secure credentials fromits clients about the superiority of its products.

Internal Financial Control Systems

The Company has in place a proper and adequate system of internal control to monitorproper recording of transactions authorized according to prescribed policies andprocedures. The Company ensures that all regulatory guidelines are complied with at alllevels.

The Audit Committee reviews the internal control mechanisms periodically.

The Company's dealings in earthing materials and lightning protection systems in theelectrical engineering have been categorised under the head "Trading" for thepurpose of segment reporting in the annual accounts for the year under review. Segmentwise the entertainment sector has generated revenue of Rs. 50.20 lacs and the Tradingsegment Rs. 128.98 lacs during the year under review.

Human Resource/ Industrial Relations Front

The relationship with the employees has remained cordial during the year and theDirectors place on record their sincere appreciation in this regard.

Under the provisions of section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended there wasno employee during the year drawing remuneration more than the stipulated amount in thesaid rules. The number of employees on the Company's rolls stood at 33 as on 31/03/2017.

Cautionary Statement

Statement in the "Management Discussion and Analysis" describing theCompany's projections estimates expectations or predictions may be ‘forward lookingstatements' within the meaning of applicable laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that would make adifference to the Company's operations include changes in government regulations taxregimes economic developments within the country and abroad and such other relevantfactors.

3. Dividend and Reserves

In view of loss incurred in period under review no dividend is recommended and noamount has been transferred to the general reserve.

4. Directors and Key Managerial Personnel (KMP):

Following changes have occurred during the year in the composition of Board ofDirectors and Key Managerial Personnel of your Company:

i) Directorate:

Shri S.V.S. Juneja (DIN: 00125271) ceased to be Director w.e.f. 27/09/2016 due to hisdemise. Ms. Divya Mehrotra (DIN: 00006494) was appointed as an additional director on12/11/2016 but she resigned on 02/12/2016 due to personal reasons. Shri Anurag Bhatnagar(DIN:00115108) resigned w.e.f. 19/07/2017 due to other pre- occupations.

Shri T. B. Gupta (DIN: 00106181) - Managing Director will retire by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends his re-appointment.

Further the Board in its meeting held on 01/08/2017 on the recommendation of theNomination and Remuneration Committee has re-appointed Shri T. B. Gupta as ManagingDirector of the Company for next 3 years w.e.f. 30/09/2017 inter-alia on the terms andconditions details whereof are contained in the notice convening the forthcoming AnnualGeneral Meeting subject to members' approval. The Board recommends his re-appointment asManaging Director.

ii) Key Managerial Personnel (KMP)

The position of Chief Financial Officer was vacated by Shri S. P. Singh who has ceasedto be in employment of Company w.e.f. from 31/03/2017. Shri M. S. Siddiqui has beenappointed by the Board as Chief Financial Officer w.e.f. 01/08/2017 in its meeting held on01/08/2017. There is no other change in the KMPs of the Company.

5. Contracts with Related Party

There are no materially significant related party transactions made by the Company withpromoters directors or key managerial personnel etc. which may have potential conflict ofinterest of the Company at large. The related party transactions procedurally are placedbefore the Audit committee and if required the Board specifying the nature value andterms and conditions of the transactions and in-principal approval is obtained for thetransactions which are foreseen and repetitive in nature. Where such transactions areentered in terms of omnibus approval given by Audit Committee the details are placedbefore the Audit Committee in its next meeting.

The summary of related party transactions has been disclosed under note no. 28 in thebalance sheet of the Company as on 31/03/2017. Disclosure in form AOC-2 is enclosed as annexureA to this report.

6. Annual Return Extract

The details forming part of the extract of the Annual Return in form MGT-9 are given inannexure B to this report.

7. Corporate Governance

Good governance practices stem from the dynamic culture and positive mindset of theorganisation. The Company is committed to meet the aspirations of all its stakeholders.Corporate Governance encompasses a set of systems and practices to ensure that theCompany's affairs are managed in a manner which ensures accountability transparency andfairness in all transactions. The objective is to meet stakeholders' aspirations andsocietal expectations.

The essence of corporate governance lies in promoting and maintaining integritytransparency and accountability in the management's higher echelons. The corporategovernance provisions of the SEBI listing regulations are not applicable to the Company atpresent. Hence separate report on corporate governance has been dispensed with. TheCompany however continues to follow the best corporate governance practices.

8. Board Meetings

During the year ended 31/03/2017 4 (four) Board meetings were held with one meeting inevery quarter on 27/05/2016 27/07/2016 12/11/2016 and 14/02/2017.

Details of meetings attended by the Directors in the relevant period are as below:

S. No Name of the Director Whether Promoter/ Executive or Non- Executive/Independent No. of Board Meetings attended during F.Y. 2016-2017
1 Dr. B. Venkataraman Independent Non-Executive Chairman 2
2 Shri T. B. Gupta Managing Director 4
3 Shri K. K. Soni Non-Executive 4
4 Dr. S. Ramesh Independent Non-Executive 2
5 Shri Priya Brat Independent Non-Executive 4
6 Shri S.V.S. Juneja* Independent Non-Executive 0
7 Shri P.K. Sharan Independent Non-Executive 3
8 Shri R.K Goswami Independent Non-Executive 4
9 Shri S. C. Agarwal Non- Executive 2
10 Shri Anurag Bhatnagar # Non- Executive 3
11 Shri M. P. Mehrotra Non-Executive Promoter 3
12 Dr. (Mrs.) Neeraj Arora Non-Executive 3
13 Ms. Divya Mehrotra ** Non-Executive Promoter 0

* Shri S. V. S. Juneja ceased to be Director w.e.f. 27/09/2016 on his demise.

** Ms. Divya Mehrotra appointed on 12/11/2016 but resigned on 02/12/2016.

# Shri Anurag Bhatnagar resigned w.e.f. 19/07/2017.

9. Audit Committee

As on 01/04/2016 the Audit Committee comprised Shri P. K. Sharan Shri R. K. GoswamiShri K. K. Soni Shri Priya Brat and Dr. S. Ramesh. Majority of the members areindependent directors including the Chairman of the Committee and during the year ended31/03/2017 4 (four) committee meetings were held with one meeting in every quarter on27/05/2016 27/07/2016 12/11/2016 and 14/02/2017.

Details of meetings attended by the Directors in the relevant period are as below:

S. No. Name of the Director Whether Chairman/ Member No. of Meetings attended during F.Y. 2016-2017
1 Shri PK. Sharan Chairman 3
2 Dr. S. Ramesh Member 2
3 Shri K. K. Soni Member 3
4 Shri Priya Brat Member 4
5 Shri R.K Goswami Member 4

10. Nomination and Remuneration Committee

As on 01/04/2016 the Nomination and Remuneration Committee comprised Shri S.V.S JunejaShri P. K. Sharan Shri R. K. Goswami and Shri S. C. Agarwal. Majority of the members areindependent directors including the Chairman of the Committee and during the year ended31/03/2017 3 (three) committee meetings were held on 27/05/2016 12/11/2016 and14/02/2017. The Board in its meeting held on 12/11/2016 had nominated Shri Priya Brat inthe Committee. Shri Priya Brat is Chairman of the Committee.

Details of meetings attended by the Directors in the relevant period are as below:

S. No. Name of the Director Whether Chairman/ Member No. of Meetings attended during F.Y. 2016-2017
1 Shri S.V.S Juneja* Chairman 0
2 Shri P. K. Sharan Member 3
3 Shri R. K. Goswami Member 3
4 Shri S. C. Agarwal Member 2
5 Shri Priya Brat # Member 1

* Shri S. V. S. Juneja ceased to be Director w.e.f. 27/09/2016 on his demise.

# Shri Priya Brat was elected to be Chairman of the Committee by the members on14/02/2017.

11. Stakeholders Relationship Committee

As on 01/04/2016 the Stakeholders Relationship Committee comprised Shri P. K. SharanShri S.V.S Juneja and Shri T. B. Gupta. Majority of the members were independentdirectors including the Chairman of the Committee and during the year ended 31/03/2017 4(four) committee meetings were held on 27/04/2016 27/10/2016 12/01/2017 and 10/03/2017.The Board in its meeting held on 12/11/2016 had nominated Shri Anurag Bhatnagar as memberof the committee. Details of meetings attended by the Directors in the relevant period areas below:

S. No. Name of the Director Whether Chairman/ Member No. of Meetings attended during F.Y. 2016-2017
1 Shri S.V.S Juneja* Chairman 0
2 Shri P K. Sharan Member 4
3 Shri T. B. Gupta Member 4
4 Shri Anurag Bhatnagar # Member 2

* Shri S. V. S. Juneja ceased to be Director w.e.f. 27/09/2016 on his demise.

# Shri P. K. Sharan was elected to be Chairman of the Committee by the members in itsmeeting held on 12/01/2017.

$ Ceased to be member w.e.f. 19/07/2017 upon resignation as Director.

12. Corporate Social Responsibility Committee

The Company is not required to comply with provisions relating to corporate socialresponsibility since it does not meet the criteria of applicability of provisions ofSection 135 of the Companies Act 2013.

13. Evaluation of Board/Committees/Individual Directors

The aim of the Board's evaluation is to assess the effectiveness of theBoard's/Committee's processes composition and arrangement in order to identify andrealize any actions required to improve effectiveness. The Companies Act 2013 states thata formal annual evaluation needs to be carried out by the Board of its own performance andthat of its committees and individual directors. Besides the Nomination and RemunerationCommittee is required to evaluate the performance of individual directors as well.Further schedule IV of the Companies Act 2013 states that the performance evaluation ofindependent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. Independent Directors have to carry out evaluation ofnon-independent directors chairman and of the Board as a whole. The Board through itsNomination and Remuneration Committee has laid down the evaluation criteria for theperformance of executive/ nonexecutive / independent directors through a peer-evaluationmechanism. The evaluation process comprises:

The Board through its Nomination and Remuneration Committee has laid down theevaluation criteria for the performance of executive/ nonexecutive / independent directorsthrough a peer-evaluation mechanism. The evaluation process comprises:

• Board Committee and management information and other relevant documentation.

• Discussions with all Board members Committee members focusing on aspects of theBoard's and Committee's composition strategy risk and controls decision-making rolesand performance

of the Chairman independent directors executive directors and other non-executivedirectors.

The evaluation has concluded that the Board and its Committees are overall effectiveand all concerned are fully committed to their tasks to ensure healthy corporategovernance.

Given the experience and qualifications of the Board members the Board has notconsidered it necessary to engage external persons to facilitate the evaluation process asthey themselves are accustomed to having their performance regularly evaluated. Howeverregular updates relating to regulatory and industry's performance are provided to membersof Board besides any other aspect relevant to business of the Company.

Board conducts on an annual basis an evaluation of the performance of the directors asto whether each director has sufficient time to discharge his/her responsibilities takinginto consideration multiple Board representations and other principal commitments. TheBoard also exercises an oversight of the training of Board /Committee members.

14. Independent Directors

Independent Directors of your company have complied with the relevant provisions of thelaw relating to their appointment and they continue to comply with the provisions of theCompanies Act 2013 and the listing regulations. No independent director has been appointedby a special resolution by the Company as all are in their first five year term. Duringthe year ended 31/03/2017 1 (one) meeting of Independent Directors was held on14/03/2017.

Details of meeting(s) attended by the Independent Directors in the relevant period areas below:

S. No. Name of the Director Whether Chairman/ Member No. of Meetings attended during F.Y. 2016-2017
1 Dr. B. Venkataraman Chairman 1
2 Dr. S. Ramesh Member 1
3 Shri P. K. Sharan Member 1
4 Shri R. K. Goswami Member 1
5 Shri Priya Brat Member 1

15. Training of directors/independent directors

The directors are kept abreast of requisite information about business activities ofthe Company and risks involved therein to enable them to discharge their responsibilitiesin the best possible manner. Further at the time of appointment the Company issues aformal appointment letter outlining his/her role duties and responsibilities as anindependent director. The format of the letter of appointment is available on Company'swebsite.

16. Directors Responsibility Statement

Pursuant to the provisions of Section 134(3) of the Companies Act 2013 the Directorshereby confirm:

a. that in the preparation of the Annual Accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b. that they have selected such accounting policies and applied them consistently andmade 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 loss of the Company for that period;

c. that they have taken proper and sufficient care 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; and

d. that they have prepared the Annual Accounts for the financial year ended 31stMarch 2017 on a ‘going concern' basis;

e. Internal Financial controls are adequate and effective.

f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating.

Disclosure relating to ratio of the remuneration of each director to the medianemployee's remuneration is attached as annexure C.

17. Vigil Mechanism

Section 177 of the Companies Act 2013 requires every listed company to establish avigil mechanism for the directors and employees to report genuine concerns in such manneras may be prescribed. The Company has adopted the policy for implementing Vigil Mechanism.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. Vigil (whistleblower) mechanism provides a channel to theemployees and directors to report to the management concerns about unethical behavioractual or suspected fraud or violation of the code of conduct or policy. The mechanismprovides for adequate safeguards against victimization of directors and employees to thosewho avail of the mechanism and also provide for direct access to the Chairman of the AuditCommittee in exceptional cases.

This policy applies to all directors and employees of the Company. All directors andemployees of the Company are eligible to make disclosures under this Policy in relation tomatters concerning the Company.

18. Policies

The Board has approved the following polices to facilitate operations and achievingoptimal performance. These policies can also be accessed at A.Nomination and Remuneration Policy Title:

This Policy shall be called ‘Nomination and Remuneration Policy'.


The provisions in the Companies Act 2013 and corresponding provisions in the revampedClause 49 of the Listing Agreement have ushered Indian corporate system in to a new era ofCorporate Governance placing onerous governance responsibilities on the shoulders of theBoard of Directors and Key Managerial Personnel of the Companies.

Section 178 of the Companies Act 2013 and clause 49 of the Listing Agreement providethe necessary legal impetus for companies to have a policy and criteria for variousmatters like the remuneration of directors key managerial persons and other employeestraining of Independent Directors and performance evaluation of directors.

Considering this it is necessary to ensure quality of persons on the Board of Directorsof the Company as well as in the Key Managerial personnel as these are the persons whoare entrusted with the responsibility of policy formulation for direction to andexecution of the business and operations of the Company. Definitions:

Board means the Board of Directors of South Asian Enterprises Limited.

Company means South Asian Enterprises Limited . Committee means Nominationand Remuneration Committee of Board of Directors

Director means a person who has been appointed as such on the Board of the Companyand includes Executive as well as NonExecutive Directors.

Executive Director means a Director who is in the whole time employment of theCompany and includes a Managing Director as well as a Whole time Director and Manager ifmember of the Board.

Government includes Central Government as well as any of the State Governments anystatutory authority tribunal board or a governmental or semi-governmental authority orany authority or

agency recognized by the Government.

HR Department means the Human Resource Department of the Company.

HR Policy means the Policy of the Company defining the criteria and process for therecruitment training appraisal etc. and dealing with other matters concerning theemployees of the Company. Key Managerial Person means a person appointed as such bythe Board under Section 203 of the Companies Act 2013. Nomination & RemunerationCommittee means the Committee of the Board constituted as such under the provisions ofSection 178 of the Companies Act 2013.

Non-Executive Director means a Director who is not in the whole time employment ofthe Company and includes an Independent Director Promoter Director and Nominee Director.

Policy means this policy as amended from time to time.


This Policy contains following:

a) Process for the selection and appointment of Directors and Key Managerial Personnel;

b) Criteria for determining remuneration of the Directors Key Managerial Personnel andother employees of the Company;

c) Training of Independent Directors.

(I) Selection of Directors and Key Managerial Personnel

In case of Executive Directors and Key Managerial Personnel the selection can be madein either of the ways given below:

a) by way of recruitment from outside;

b) from within the Company hierarchy; or

c) Upon recommendation by the Chairman or other Director. The appointment may be madeeither to fill up a vacancy caused by retirement resignation death or removal of anexisting Executive Director or it may be a fresh appointment.

In case of Non-Executive Directors the selection can be made in either of the waysgiven below:

a) by way of selection from the data bank of Independent Directors maintained by theGovernment.

b) Upon recommendation by Chairman or other Director.

The appointment may be made either to fill up a vacancy caused by resignation death orremoval of an existing NonExecutive Director or it may be appointment as an additionaldirector or an alternate director.

(II) Qualifications Experience and Positive Attributes of Directors

a) While appointing a Director it shall always be ensured that the candidate possessesappropriate skills experience and knowledge in one or more fields of finance lawmanagement sales marketing administration research corporate governance technicaloperations or other disciplines related to the company's business.

b) In case of appointment as an Executive Director the candidate must have therelevant technical or professional qualifications and experience as are considerednecessary based on the job description of the position. In case no specific qualificationor experience is prescribed or thought necessary for the position then while recommendingthe appointment the HR Department shall provide the job description to the Committee andjustify that the qualifications experience and expertise of the recommended candidate aresatisfactory for the relevant appointment. In such circumstances the Committee may ifconsidered necessary call for an expert opinion on the appropriateness of thequalifications and experience of the candidate for the position of the Executive Director.

c) In case of appointment as a Non-Executive Director the candidate must be a graduateor possess diploma or a professional qualification in the field of his practice /profession / service and shall have not less than five years of working experience in suchfield as a professional in practice advisor consultant or as an employee provided thatthe Board may waive the requirements of qualification and / or experience under thisparagraph for a deserving candidate.

d) The Board while making the appointment of a Director shall also try to assess fromthe information available and from the interaction with the candidate that he is a fairachiever in his chosen field and that he is a person with integrity diligence and openmind.

(III) Process for Appointment of Directors and Key Managerial


(A) Process for the appointment of Executive Directors and Key Managerial Personnel:

a) A proposal for the appointment of an Executive Director / Key Managerial Personnelwith such details as may be prescribed shall be submitted for the consideration of theCommittee. The proposal with recommendation of committee will be placed before the Board.

b) The Board shall based on the information available in the proposal andrecommendation of committee deliberate upon the necessity for appointment expertiseskill and knowledge of the candidate and reasonableness of the remuneration.

c) The Board may call and seek the help of any other Company Official including therecommender or a Key Managerial Personnel while finalizing the appointment. Therecommender shall not take part in the discussion or voting on the appointment of a KeyManagerial Personnel.

(B) Process for the appointment of Non- Executive Directors:

a) A proposal for the appointment of a Non-Executive Director with such details as maybe prescribed shall be submitted for the consideration of the committee. The proposal withrecommendation of committee will be placed before the Board.

b) The Board based on the information available in the proposal shall deliberate uponthe necessity for appointment integrity qualifications expertise skill and knowledgeof the candidate.

(IV) Remuneration of Directors Key Managerial Personnel and

Other Employees

a) While determining the remuneration of Executive Directors and Key ManagerialPersonnel the Board shall consider following factors:

i) Criteria / norms for determining the remuneration of such employees prescribed inapplicable statutory provisions and Company's internal criteria for remuneration.

ii) Existing remuneration drawn.

iii) Industry standards if the data in this regard is available.

iv) The job description.

v) Qualifications and experience levels of the candidate

vi) Remuneration drawn by the outgoing employee in case the appointment is to fill avacancy on the death resignation removal etc. of an existing employee.

vii) The remuneration drawn by other employees in the grade with matchingqualifications and seniority if applicable.

b) The determination of remuneration for other employees shall be governed by the HRPolicy.

c) The proposal for the appointment of an Executive Director / Key Managerial Personnelshall provide necessary information in this regard including recommendation of Committeeto the Board in arriving at the conclusion as to whether or not the remuneration offeredto the candidate is appropriate reasonable and balanced as to the fixed and variableportions (including the commission).

d) The remuneration payable to the Executive Directors including the Commission andvalue of the perquisites shall not exceed the permissible limits as are mentioned withinthe provisions of the Companies Act 2013.

e) The Executive Directors shall not be eligible to receive sitting fees for attendingthe meetings of the Board or committees thereof.

f) The Non-Executive Directors shall not be eligible to receive any remuneration/salary from the Company. However the Non-Executive Directors shall be paid sitting feesfor attending the meeting of the Board or committees thereof and commission as may bedecided by the Board / shareholders from time to time.

The Non-Executive Directors shall also be eligible to receive reimbursement ofreasonable out-of-pocket expenses incurred by them for attending the meetings of theBoard committees or shareholders including travelling and lodging & boardingexpenses or such other expense incurred by them regarding the affairs of the Company on anactual basis.

g) The amount of sitting fee and commission payable to nonexecutive directors shall notexceed the limits prescribed therefor under the provisions of the Companies Act 2013.Explanation: For the purposes of this policy remuneration shall mean the cost to thecompany and shall include the salary allowances perquisites performance incentive andany other facility provided or payment made to the employee.

(V) Training of Independent Directors

The Company shall arrange to provide training to Independent Directors to familiarizethem with the Company their roles rights and responsibilities in the Company nature ofthe industry in which the Company operates business model of the Company etc.

The training may be provided in any of the ways given below:

a) By providing reading material to the Independent Director(s) giving all relevantinformation about the Company industry and the role of Independent Directors.

b) An induction program devised for the Independent Director(s) wherein structuredtraining is provided to the Independent Director(s) either exclusively or with otherofficials of the Company who are due for such induction / training.

c) Such other manner as may be prescribed by applicable law or decided by the Board.


a) Any words used in this policy but not defined herein shall have the same meaningprescribed to it in the Companies Act 2013 or Rules made thereunder SEBI Act or Rulesand Regulations made thereunder Listing Agreement Accounting Standards or any otherrelevant legislation / law applicable to the Company.

b) The reference to the male gender in the Policy shall be deemed to include areference to female gender.

e) In case of any dispute or difference upon the meaning / interpretation of any wordor provision in this Policy the same shall be referred to the Committee and the decisionof the Committee in such a case shall be final. In interpreting such term / provision theCommittee may seek the help of any of the officers of the Company or an outside expert asit deems fit.


The Board of Directors shall have the power to amend any of the provisions of thisPolicy substitute any of the provisions with new provisions or replace this Policyentirely with a new Policy.

B. Anti-sexual harassment mechanism

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. All women employees inter alia permanent contractual temporarytrainees are covered under this policy.

The Internal Complaints Committee is headed by women Director on the Board. There wereno complaints received from any employee during the year under review and no complaintswere pending as on 31/03/2016.

The combination of policies and procedures adequately addresses the various risksassociated with your Company's businesses.

19. Auditors

Statutory Auditors

The term of the Statutory Auditors M/s. Anil Pariek & Garg-Chartered Accountants(FRN: 01676C) will end at the forthcoming annual general meeting and they are subject tocompulsory retirement as per provisions of section 139 of the Companies Act 2013 andrules thereunder. Hence they are not eligible for reappointment as Statutory Auditors. Itis proposed to appoint M/s. Agiwal & Associates- Chartered Accountants (FRN: 000181N)to act as statutory auditors of the Company. The Company has received a certificate fromthe M/s. Agiwal & Associates- Chartered Accountants that they are qualified undersection 139 of the Companies Act 2013 (‘Act') to act as the Auditors of the Companyif appointed.

Concurring to the recommendation of the Audit Committee the Board of Directorsrecommends their appointment. The Board may also be authorised to fix their remuneration.In terms of section 139 read with Companies (Audit and Auditors) Rules 2014 M/s. Agiwal& Associates- Chartered Accountants will be appointed for a period of 5 years i.e.upto conclusion of 33rd Annual General Meeting of the Company subject to theirappointment being ratified by the members every year. Secretarial Auditor

Ms. Pooja Gandhi Practicing Company Secretary (CoP: 11351) was appointed to conductthe secretarial audit of the Company for the financial year 2016-2017 as required undersection 204 of the Companies Act 2013 and rules thereunder. The secretarial audit reportsubmitted by the Secretarial Auditor is enclosed as a part of this report as annexure D.There are no adverse comments/observations in the report of Secretarial Auditor requiringcomments from Board of Directors.

The Board in its meeting held on 11/05/2017 has appointed Ms. Pooja Gandhi-PracticingCompany Secretary (CoP: 11351) as secretarial auditor for the year 2017-18.

The provisions relating to Cost Records and Audit are not applicable to your company.

20. Auditors' Report

The observations made by the Statutory Auditor in their report have been adequatelydealt with in the relevant notes on accounts and need no further comments from theDirectors. There is no adverse remark in the report of Statutory Auditor requiringcomments from Directors.

21. Listing

The shares of the Company are listed at the BSE Ltd. Mumbai only. The Company has paidthe annual listing fees for the financial year 2017-2018 to the said stock exchange.

22. Deposits

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

23. Green Initiative in Corporate Governance:

As a continuing endeavor towards the Go Green Initiative the Company proposes to sendfuture correspondence and documents like the notice calling the general meeting auditedfinancial statements directors' report auditors' report etc. in electronic form to theemail addresses provided by the members directly or made available to us by thedepositories. Members who hold shares in physical form are requested to register theire-mail addresses and intimate any change in e-mail id with the Company or with theRegistrar & Share Transfer Agents RCMC Share Registry Pvt. Ltd. In respect ofelectronic holdings members are requested to register their e-mail addresses with thedepository through their concerned depository participants. However in case you desire toreceive Company's communication and documents in physical form you are requested tointimate us through email at . You may kindly note that as amember of the Company you will be entitled to be furnished free of cost a printed copyof the annual report of the Company upon receipt of a requisition from you at any time.

24. Subsidiary Company and Consolidated Statements

There being no subsidiary of the Company no statement pursuant to Section 129 (3) ofthe Companies Act 2013 for the financial year 2016-

2017 is required to be enclosed. Accordingly there is no need of consolidation ofaccounts.

265. Statutory Information

1. The information as required under Section 134(3)(m) of the Companies Act 2013 readwith rules thereunder with respect to Conservation of Energy and Technology Absorption isenclosed as annexure E and forms part of this report.

2. There was no proposal during the year under review for buy back of shares by theCompany.

3. Your company has not made any investment or provided any loan or guarantee exceedingthe limits under Section 186 of the Act nor has it issued equity shares with differentialvoting rights or has any scheme of stock options for its employees. Hence no disclosure isrequired.

4. Company does not have any subsidiaries or associates in terms of Section 134 readwith Rule 8(1) of the Companies (Accounts) Rules 2014.

5. Your company has not approved any scheme relating to provision of money to be heldin a trust for the benefit of the employees in terms of Section 67(3)(b)) of the CompaniesAct 2013.

6. No revision of financial statements or boards report has been made in terms ofSection 131(1) of the Companies Act 2013.

7. No material orders were passed during the year under review impacting the goingconcern of the status and operations of the Company.

26. Acknowledgement

Your Directors wish to express their sincere appreciation and gratitude to theCompany's bankers Kanpur Nagar Mahapalika Lucknow Vikas Pradhikaran and all associatesof the Company including the clients of trading business for their valuable cooperationand continued support. They are also thankful to you for the trust you have reposed in theBoard.

For and on behalf of the Board of Directors
Date: 1/08/2017 P. K. Sharan T.B. Gupta
Place: New Delhi Director Managing Director
DIN: 00107048 DIN:00106181