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Starcom Information Technology Ltd.

BSE: 531616 Sector: IT
NSE: N.A. ISIN Code: INE347I01010
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VOLUME 11
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P/E 1174.75
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OPEN 235.50
CLOSE 234.95
VOLUME 11
52-Week high 341.10
52-Week low 180.00
P/E 1174.75
Mkt Cap.(Rs cr) 117
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Starcom Information Technology Ltd. (STARCOMINFO) - Director Report

Company director report

To

The Members

STARCOM INFORMATION TECHNOLOGY LIMITED

The Directors have pleasure in presenting the Twenty Second Annual Report of theCompany and the Audited Financial Statements for the financial year ended 31stMarch 2017.

1. Financial summary or highlights/Performance of the company:

The financial highlights of the Company are given below. Kindly refer the financialstatements forming part of this report for detailed financial information:

(Amt. in Rs.)

Particulars 2016-17 2015-16
Total Income 130064193 115426110
Total Expenditure (128834819) (143877263)
Profit/ (Loss) before Taxation 1229374 8051273
Less: Provision for Taxation (304690) 1199078
Net Profit after taxation 924683 9250351

2. Brief description of the Company's working during the year/ State of Company'saffair:

During the year under review your Company has achieved a turnover of Rs. 130064193/-as compared to turnover of Rs.115426110/- of previous year registering increase inturnover by 12.68%. The total expenses of the Company during the reporting period havedecreased to Rs.128834819/- from Rs.143877263/- of the previous year. During theyear under review there was net profit after tax of Rs.924684/- as compared to profitafter tax of Rs.9250351/- during the previous financial year.

Your Directors assure to strive for bright future of your Company.

3. Dividend:

Your Board of Directors expresses its inability to recommend any dividend for thefinancial year 2016-17.

4. Reserves:

The Company's total reserve are Rs.(27589408)/- for the year under review ascompared to Rs.(28514091)/- for the previous year.

5. Change in the nature of business if any:

There was no change in nature of business.

6. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report:

No material changes took place which had effect on the financial position of theCompany subsequent to the close of the financial year of the Company i.e. 31stMarch 2017 and the date of this report.

7. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.

8. Details of Subsidiary/Joint Ventures/Associate companies:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company duringthe year under review.

9. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

The Company has devised appropriate systems and framework for adequate internalfinancial controls with reference to financial statements commensurate with the sizescale and complexity of its operations including proper delegation of authority policiesand procedures effective IT systems aligned to business requirements risk based internalaudit framework risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that itremains effective and aligned with the business requirements. In case weaknesses areidentified as a result of the reviews new procedures are put in place to strengthencontrols.

During the year controls were tested and no reportable material weakness in design andoperation were observed. The Auditors also report in their report on adequacy of internalfinancial control. The Company is taking necessary steps to improvise the documentation inrespect of specific policies and procedures and the IT Controls pertaining to internalfinancial controls over financial reporting.

10. Deposits:

During the year the Company has not accepted any Deposits falling within the purviewof Chapter V of the Companies Act 2013 and Rules made there under. Therefore the Companyis not required to furnish information in respect of outstanding deposits under theCompanies Act 2013.

11. Directors and Key Managerial Personnel:

A. changes in Directors and Key Managerial Personnel:

In accordance with the requirements of the Companies Act 2013 and Articles ofAssociation of the Company the Board of Directors on recommendation of Nomination andRemuneration Committee in their meeting held on 31st March 2017 appointed Mr.Mohammad Yousuf Khan (DIN: 0000751929) as an Additional Independent Director of theCompany with immediate effect to hold office till the conclusion of the Annual GeneralMeeting. The Company has received proposal from Member for his appointment at the AnnualGeneral Meeting.

In accordance with the requirements of the Companies Act 2013 and Articles ofAssociation of the Company the Board of Directors on recommendation of Nomination andRemuneration Committee in their meeting held on 31st March 2017 appointed Mr.Mukhtar Ahmad as Chief Financial Officer (CFO) termed as the Whole-time Key ManagerialPersonnel (KMP) of the Company within the meaning of Section 203 of the Companies Act2013 with immediate effect.

In accordance with the requirements of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Ziaulla Sheriff (DIN: 00002098) Chairman and ManagingDirector of the Company retires at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment pursuant to provisions of Section 152 of the Act.

None of the Directors are related to each other or KMP of the Company except Mr.Ziaulla Sheriff and Ms Sayeeda Hina being father and daughter.

As on 31st March 2017 following are designated as KMP of the Company:

1. Mr. Ziaulla Sheriff Chairman and Managing Director
2. Mr. Mukhtar Ahmed Chief Financial Officer
3. Ms Nidhi Sharma Company Secretary and Compliance officer

B. Board Evaluation:

The Company has a Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors which include criteria for performanceevaluation of the Non-Executive Directors and Executive Directors.

The Board and its Committee evaluations involved questionnaire-driven discussions thatcovered a number of key areas / evaluation criteria inter alia the roles andresponsibilities size and composition of the Board and its Committees dynamics of theBoard and its Committees and the relationship between the Board and management. Theresults of the reviews were discussed by the Board as a whole. Feedback was also sought onthe contributions of individual Directors. Formal Annual Evaluation was made in compliancewith all the applicable provisions of the Act. The Directors were satisfied with theevaluation results which reflected the overall engagement of the Board and its Committeeswith the Company.

The Company believes that the Board be continuously empowered with the knowledge of thelatest developments in the Company's business and the external forces affecting theindustry in which Company operates.

The following policies of the Company are attached herewith marked as Annexure 1:

1. Policy for selection of Directors and senior management and determining Directorsindependence and

2. Remuneration policy for Directors Key Managerial Personnel and other employees.

Further brief resume of the Directors proposed to be appointed and re-appointedrelevant information nature of their expertise in specific functional areas names of thecompanies in which they hold directorships and the memberships/ chairmanships ofCommittees of the Board and their shareholding in the Company as stipulated underRegulation36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Secretarial Standards -2 has been furnished separately in the notice conveningthe 22nd Annual General Meeting read with the Annexure thereto forming part ofthis Report.

C. Declaration by an Independent Director(s) and re-appointment if any:

The Company has received declaration u/s 149(7) of the Companies Act 2013 from theIndependent Directors of the Company confirming that they meet the criteria ofindependence as prescribed under the Companies Act 2013.

The Company has also received disclosure of interest by all the Directors as per theprovisions of Section 184 of Companies Act 2013.

12. Number of meetings of the Board of Directors:

The Board of Directors met Six (6) times during the Financial Year on 30thMay 2016 12th August 2016 31st August 2016 14th November2016 13th February 2017 and 31st March 2017. The intervening gapbetween any two meetings was not more than 120 days as prescribed by the Companies Act2013.

Attendance at the Board meetings:

Name of Director 30.5.2016 12.8.2016 31.8.2016 14.11.2016 13.2.2017 31.3.2017
Ziaulla Sheriff Yes No Yes No Yes Yes
Mohankumar Gundurao Yes Yes Yes Yes Yes Yes
Hina Sayeeda Yes Yes Yes Yes Yes Yes
Mohammad Khan (w.e.f. 31st March 2017) NA NA NA NA NA No

13. Details of committees of the Board:

Currently the Board has 3 Committees; the Audit Committee Stakeholders' RelationshipCommittee and Nomination and Remuneration Committee. The composition of various committeesand compliances as per the applicable provisions of the Companies Act 2013 along withthe Rules made thereunder brief details of various Committees are provided as follows:

i) Audit committee:

The Board has an Audit Committee which comprises of three Non-Executive Directors. Mr.Ziaulla Sheriff (DIN: 00002098) ceased to be a member of the committee with effect from 31stMarch 2017. Mr. Mohmmad Yousuf Khan was appointed as the member of the Audit committee inhis place with effect from 31st March 2017. Ms Nidhi Sharma Company Secretaryand Compliance Officer acted as the Secretary to the Committee. The composition of theAudit Committee is as follows:

Name Designation category
Mr. Maddur Gundurao Mohankumar (DIN: 00020029) Chairman Independent
Ms. Sayeeda Hina (DIN: 03642269) Member Non-Executive
Mr. Mohmmad Yousuf Khan (DIN: 0000751929) w.e.f. 31st March 2017 Member Additional Independent
Mr. Ziaulla Sheriff (DIN: 00002098) upto 31st March 2017 Member Executive

During the year the Committee met 5 times. The details of the number of meetings andattendance at the meeting are given below:

Name of Director 30.5.2016 12.08.2016 31.08.2016 14.11.2016 13.02.2017
Mr. Mohankumar Gundurao Yes Yes Yes Yes Yes
Ms Sayeeda Hina Yes Yes Yes Yes Yes
Mr. Mohammad Khan (w.e.f. 31st March 2017) NA NA NA NA NA
Mr. Ziaulla Sheriff (upto 31st March 2017) Yes No Yes No Yes

All the members of the Audit Committee are financially literate and have accounting orrelated financial management expertise as required under the Companies Act 2013.

All the major steps impacting the financials of the Company are undertaken only afterthe consultation of the Audit Committee.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

ii) Nomination and Remuneration committee:

The Board has Nomination and Remuneration Committee which comprises of three NonExecutive Directors. Mr. Mohmmad Yousuf Khan (DIN: 0000751929) was appointed as the memberof the Nomination and Remuneration Committee with effect

from 31st March 2017. The composition of the Nomination and RemunerationCommittee is as follows:

Name Designation category
Mr. Maddur Gundurao Mohankumar (DIN: 00020029) Chairman Independent
Ms. Sayeeda Hina (DIN: 03642269) with effect from 30th May 2016 Member Non-Executive
Mr. Mohmmad Yousuf Khan (DIN: 0000751929) w.e.f. 31st March 2017 Member Additional Independent

During the year the Committee met 2 times. The details of the number of meetings andattendance at the meeting are given below:

Name of Director 12.08.2016 31.03.2017
Mr. Mohankumar Gundurao Yes Yes
Ms Sayeeda Hina Yes Yes
Mr. Mohammad Khan (w.e.f. 31st March 2017) NA NA

The appointment of the Directors and the Key Managerial Personnel is recommended to theBoard by the Committee. The Company has framed a policy to determine the qualification andattributes for appointment and basis of determination of remuneration of all theDirectors Key Managerial Personnel and other employees. A copy of the policy is appendedas Annexure 1 to the Board's Report.

iii) Stakeholders' Relationship Committee:

The Board has Stakeholders' Relationship Committee comprising of three Directors. Ms.Sayeeda Hina was appointed as a Member of the Committee w.e.f. 30th May 2016.The composition of the Stakeholders' Relationship Committee is as follows:

Name Designation category
Mr. Maddur Gundurao Mohankumar (DIN: 00020029) Chairman Independent
Ms. Sayeeda Hina (DIN: 03642269) w.e.f 30th May 2016 Member Non-Executive
Mr. Ziaulla Sheriff (DIN: 00002098) Member Executive

The role of the Committee is to consider and resolve securities holders' complaint andto approve/ratify transfer of securities. The meetings of the Committee are held once in aquarter and the complaints if any are responded and transfers are executed within thetime frame provided.

iv) corporate Social Responsibility committee:

During the year under review the Company did not fall within the purview of Section135 of the Companies Act 2013 and it was not mandatory for the Company to constitutecommittee on Corporate Social Responsibility or incur any expenditure towards CorporateSocial Responsibility. Hence the Company has not constituted the Corporate SocialResponsibility Committee.

14. corporate Governance:

The Company constantly strives to implement and comply with the requirements anddisclosures of the corporate governance provisions as specified in SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 even though the said corporategovernance provisions are not applicable to the Company.

15. Auditors:

M/s. S G C O & Co. would retire on the conclusion of this Annual General Meeting oncompletion of their term of appointment since M/s. S G C O & Co. were appointed as theStatutory Auditors of the Company for 3 consecutive financial years i.e. till thefinancial year 2016-17. M/s. S G C O & Co. are not eligible for re-appointment asStatutory Auditors of the Company as per the provisions of Section 139(2) of the CompaniesAct 2013 read with the Companies (Audit and Auditors) Rules 2014. The Board ofDirectors on recommendation of the Audit Committee recommends the appointment of M/s K.M. Tulsian & Associates Chartered Accountants (Firm Registration No. 111075W) asStatutory Auditors of the Company for a term of 5 years in place of M/s. S G C O &Co. to hold office from the conclusion of the 22nd Annual General Meeting untilthe conclusion of 27th Annual General Meeting subject to ratification of theirappointment at every Annual General Meeting. Consent letter and certificate from the saidfirm has been received to the effect that their appointment as Statutory Auditors of theCompany if appointed at ensuing Annual General Meeting would be according to the termsand conditions prescribed under Section 139 of the Act and Rules framed there under.

A resolution seeking their appointment forms part of the Notice convening the 22ndAnnual General Meeting and the same is recommended for your consideration and approval.

16. Auditors' Report:

The observations in the Auditors' Report are dealt in the notes forming Part of theaccounts at appropriate places. The management's reply to the observations in the Annexureto the Auditors' Report is given under:

Clause No. Auditors' Remarks/ Observations Management Reply
Annexure B According to the information and explanation given to us and based on our audit the following material weakness has been identified in the operating effectiveness of the Company's internal financial controls over financial reporting as at 31st March 2017:

The documentation in respect of specific policies and procedures and the IT Controls pertaining to internal financial controls over financial reporting are not adequate and needs to be further strengthened. This may potentially result in the risk of overriding of these controls and misstatement in recording of transaction.

A "material weakness" is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis

The Company has noted the same and has already started taking necessary steps to improvise the same.
(vii) a) According to the records of the Company amount deducted/accrued in the books of accounts in respect of the undisputed statutory including Provident Fund Employee's State Insurance Income tax Sales tax Service tax Duty of Customs Duty of Excise Value Added Tax Cess and other statutory dues to the extent applicable to the Company have not been regularly deposited with the appropriate authorities. Undisputed amounts payable in respect thereof which were outstanding as at 31st March 2017 for a period more than six months from the date they became payable are as follows. Due to administrative and financial difficulties faced by the Company there are irregularities in depositing the statutory dues with the appropriate authorities.
Name of the Statue Nature of the dues Amount (in Rs.)
The Income Tax Act 1961 Tax Deduction at Source (TDS) 10213116
Finance Act 1994 Service Tax 3523125
The Employee's Provident Fund and Miscellaneous Provisions Act 1952 Provident Fund 3722161
Central Sales Tax 1956 Central Sales Tax Karnataka 1102664
Karnataka Vat 2003 Value Added Tax 148283
Central Sales Tax 1956 Central Sales Tax- Delhi 1128201

17. Secretarial Audit Report :

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. Hemanshu Kapadia & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the financial year 2016-17 and issueSecretarial Audit Report. The Secretarial Audit Report issued by M/s. Hemanshu Kapadia& Associates for the financial year 2016-17 in Form MR-3 forms part of this report andmarked as Annexure 3. The reply from the Board on the remarks/ qualifications ofthe Secretarial Auditors is as under:

Remarks/qualifications by Secretarial Auditor Management Reply
1. The minimum public shareholding in the Company is not in conformity with Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules 1957 and Clause 38 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The public shareholding of the Company is less than 25% of the total paid-up share capital of the Company. However the minimum public shareholding was raised to 25% of the total paid-up share capital of the Company with effect from 23rd August 2017 and thus complied. The minimum public shareholding of the Company was raised to 25% of the of the total paid-up share capital of the Company with effect from 23rd August 2017 and thus complied.
2. The Company has appointed a whole time Chief Financial officer with effect from 31st March 2017 as required pursuant to Section 203 of the Companies Act 2013. The observation is self explanatory.
3. The Board of Directors Audit Committee and Nomination and Remuneration Committee of the Company were not duly constituted as required under the provisions of Section 149(4) 177 and Section 178 of the Companies Act 2013 as there was only one Independent Director on the Board of the Company. However the Company has appointed one Independent Director with effect from 31st March 2017 and thus complied. The Company has appointed Mr. Mohmmad Yousuf Khan as and Additional Independent Director of the Company with effect from 31st March 2017 and thus complied.

18. internal Auditors:

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 and on the basis of the recommendation of Audit Committee theBoard of Directors in their meeting held on 13th February 2017 had appointedM/s. Mahesh & Nagaraj Chartered Accountants (Firm Registration Number: 010986S) asthe Internal Auditors of the Company for the financial year 2016- 2017.

19. Extract of the Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 an extract of the AnnualReturn in Form MGT - 9 is annexed to the Directors' Report as Annexure 4.

20. Details of establishment of vigil mechanism for Directors and employees:

The Vigil Mechanism of the Company provides Directors and Employees to report theirconcerns and has also taken steps to safeguard any person using this mechanism fromvictimization and in appropriate and exceptional cases there is direct access to approachMr. Maddur Gundurao Mohankumar (DIN: 00020029) Chairman of the Audit Committee. Protecteddisclosures can be made by a whistle blower through an e-mail or dedicated telephone lineor a letter to the Chairman of the Audit Committee. The policy on vigil mechanism/ whistleblower policy may be accessed on the Company's website at http://www.starcominfotech.com/images/starcom/pdfs/VigilMechanism.pdf

21. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

The Company has in place an Anti-sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been setup to redress the complaintsreceived regarding sexual harassment. All employees are covered under this Policy. Thepolicy is gender neutral.

During the year under review no cases were filed/pending with respect to sexualharassment.

22. Conservation of energy technology absorption and foreign exchange earnings andoutgo:

The particulars as prescribed under Sub-Section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are as follows:

A) Conservation of energy:

i) The steps taken or impact on conservation of energy;

Your Company is in service industry and not having manufacturing activity. The Companyis not covered under the list of specified industries. However the Company on continuousbasis takes measures for conservation of power.

ii) The steps taken by the Company for utilising alternate sources of energy:

The Company is using electricity as main source of its energy requirement and does nothave any alternate source of energy.

iii) The capital investment on energy conservation equipment:

Not Applicable

B) Technology absorption:

i) The efforts made towards technology absorption:

The Company evaluates the best available technology for improving its performance andquality of its service operations.

ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

The Company has not absorbed/made any new technology during the year.

iii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

No technology has been imported by the Company.

iv) The expenditure incurred on Research and Development: Nil

C) Foreign exchange earnings and outgo:

The information relating to the total foreign exchange used and earned by the Companyis given below:

Particulars Financial year 2016-17 Financial year 2015-16
Foreign Exchange inflow 50751014 29491285
Foreign Exchange outflow 4909451 144557

23. Particulars of loans guarantees or investments under Section 186:

During the year under review the Company has not provided any loans made investmentsgave guarantees or subscribed/ purchased securities under Section 186 of the CompaniesAct 2013.

24. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-Section

(1) of Section 188 of the Companies Act 2013 including transactions entered at arm'slength under third proviso in prescribed

Form No. AOC -2 is appended as Annexure 2 to the Board's Report.

25. Directors' Responsibility Statement:

As stipulated under clause (c) of sub-Section (3) of Section 134 of the Companies Act2013 your Directors subscribe to the

Directors' Responsibility Statement and state that:

a) in preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed and there are nomaterial departures from them;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and ofthe profit and loss of the Company for the year ended on that date;

c) the Directors had 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;

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

e) the proper internal financial controls are in place and that the financial controlsare adequate and are operating effectively during the financial year ended 31stMarch 2017; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively duringthe financial year ended 31st March 2017.

26. Managerial Remuneration:

A) The information required to be disclosed with respect to the remuneration ofDirectors and KMPs in the Directors' Report pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure 5.

B) There was no employee drawing remuneration more than the limit mentioned under Rule5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

C) The names of top ten employees of the Company in terms of remuneration drawn asrequired pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 isset out as Annexure 6.

D) The Company does not have any Holding Company or Fellow Subsidiary Company and thusprovision w.r.t. receipt of commission from them is not applicable.

27. Risk management policy:

The Company's robust risk management framework identifies and evaluates all the risksthat the organization faces such as strategic financial credit market liquiditysecurity property legal regulatory reputational and other risks. The Companyrecognizes that these risks need to be managed and mitigated to protect its shareholdersand other stakeholders to achieve its business objectives and enable sustainable growth.The risk framework is aimed at effectively mitigating the Company's various business andoperational risks through strategic actions.

Risk management is an integral part of our critical business activities functions andprocesses. The risks are reviewed for the change in the nature and extent of the majorrisks identified since the last assessment. It also provides control measures for risksand future action plans.

The Board periodically discussed and reviewed the Risk Management Policy to strengthenthe optimal risk mitigation responses reporting of risk and efficient management ofinternal control. The Company believes that the overall risk exposure of present andfuture risks remains within risk capacity.

28. Management Discussion and Analysis:

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 report on "Management Discussion andAnalysis" is attached as Annexure - 7 and forms a part of this Report.

29. General:

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:

a) Issue of equity shares with differential rights as to dividend voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

c) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/ purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged underSection 67(3)(c ) of the Companies Act 2013).

d) Explanation for deviation in use proceeds of public issue rights issuepreferential issue etc.

e) Details in respect of frauds reported by Statutory Auditors under Section 143(12)other than those which are reportable to the Central Government.

Further the Company is following the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

30. Acknowledgements:

The Directors express their deep gratitude for the co-operation and support extended toyour Company by its customers suppliers bankers and various government agencies. YourDirectors also place on record the commitment and involvement of the employees at alllevels and looks forward to their continued co-operation. The Directors are also thankfulto the Shareholders for their continued support to the Company.

For and on behalf of the Board of Directors
Sd /-
Ziaulla Sheriff
chairman and Managing Director
DIN:00002098
Address: Al-Barka Golden Enclave Airport Road Bangalore-560017
Date: 14th September 2017
Place: Bangalore