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Wanbury Ltd.

BSE: 524212 Sector: Health care
NSE: WANBURY ISIN Code: INE107F01022
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VOLUME 200
52-Week high 35.00
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P/E
Mkt Cap.(Rs cr) 53
Buy Price 21.30
Buy Qty 50.00
Sell Price 22.90
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OPEN 22.20
CLOSE 22.35
VOLUME 200
52-Week high 35.00
52-Week low 14.90
P/E
Mkt Cap.(Rs cr) 53
Buy Price 21.30
Buy Qty 50.00
Sell Price 22.90
Sell Qty 150.00

Wanbury Ltd. (WANBURY) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting herewith the 30th Annual Reportof the business and operations alongwith Audited Financial Statements of the Company forthe Financial Year ended 31st March 2018.

FINANCIAL HIGHLIGHTS (STANDALONE):

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

(Rs. in Lakhs)
PARTICULARS 2017-18 2016-17
Total Revenue from operations 37417.23 44363.45
Other Income 7613.85 8969.46
Total Income 45031.08 53332.91
Total Expenses 48267.57 47092.91
Profit /(Loss) Before Tax (3236.49) 6240.00
Less: Tax (37.76) 38.33
Net Profit/(Loss) after tax (3198.73) 6201.66

* The Company has transitioned the basis of accounting from Indian Generally AcceptedAccounting Principles ("IGAAP") to (Indian Accounting Standards) Ind AS witheffect from 1st April 2017. Hence numbers are not strictly comparable. Pleaserefer note no. 67 on page no. 101.

CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of your Company for the Financial Year 2017-18are prepared in compliance with applicable provisions of the Companies Act 2013 read withInd AS 110 -'Consolidated Financial Statements'. The Consolidated Financial Statementshave been prepared on the basis of audited financial statements of your Company itssubsidiaries and associate companies as approved by the respective Board of Director.

OPERATIONAL REVIEW/AFFAIRS OF THE COMPANY & FUTURE OUTLOOK:

The Financial Highlights are as under:

The Total Income for the Financial Year under review was Rs. 45031.08 Lakhs as againstRs. 53332.91 Lakhs in the previous year. The Total Expenses incurred in the currentFinancial Year was Rs. 48267.57 Lakhs as against Rs. 47092.91 Lakhs in the previousyear. Exceptional items during the year under review were Nil as against Nil in theprevious year.

The Loss after tax for the Financial Year under review was (Rs. 3198.73 Lakhs) asagainst a Profit after tax of Rs. 6201.66 Lakhs for the previous Financial Year.

SHARE CAPITAL:

As part of Restructuring of Debt State Bank of India (SBI) has assigned its loan toM/s. Edelweiss Asset Reconstruction Company Ltd. ("EARC") as a Trustee of EARCTrust SC 145 and as per the mutually agreed terms between the Company & Edelweiss theCompany has allotted 500000 Zero % Compulsorily Convertible Debentures (CCDs) of facevalue of Rs. 200/- each at par aggregating to Rs. 10 Crore convertible into equal numberof equity share within a period of 18 months from the date of allotment at a conversionprice of Rs. 200/- per equity share (Face Value of Rs. 10/- and Premium of Rs. 190/-) toM/s. Edelweiss Asset Reconstruction Company Ltd. ("EARC") as a Trustee of EARCTrust SC 145 on a preferential basis.

During the year under review the Company has allotted 500000 Equity Shares on 6thMarch 2018 pursuant to the conversion of the CCDs at a price of Rs. 200/- (Face Value Rs.10/- and Premium Rs. 190/-) per Equity Share to M/s. Edelweiss Asset ReconstructionCompany Ltd. ("EARC") as a Trustee of EARC Trust SC 145.

After this allotment the paid up capital of the Company has increased from Rs.232201170/- to Rs. 237201170/- .

MANAGEMENT'S DISCUSSION AND ANALYSIS:

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

DIVIDEND:

As the networth of the Company is in the negative the Board of Directors of theCompany has not recommended any dividend for the Financial Year 2017-2018.

EXTRACT OF ANNUAL RETURN:

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

DEPOSITS:

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sr. No. Name of Directors Category
1. Mr. K. Chandran Promoter and Executive Director
2. Mr. N. K. Puri Non-Executive Independent Director
3. Mr. S.K. Bhattacharyya Non-Executive Independent Director
4. Mr. Divakar Kaza Non-Executive Independent Director (up to 08.02.2018)
5. Ms. Poonam Arya Bharti $ Non-Executive Independent Woman Director

$ The term of Ms. Poonam Arya Bharti has completed on 29th May 2018.However the Board of Directors at their meeting held on 10th August 2018 hasre-appointed Ms. Poonam Arya Bharti as an Additional Director (Non-Executive IndependentWoman Director).

The Board at its meeting held on 30th May 2017 has appointed Mr. DivakarKaza as Non-Executive Independent Director and Ms. Poonam Arya Bharti as Non-ExecutiveIndependent Woman Director for a term of one year.

The Board has re-appointed Ms. Poonam Arya Bharti (DIN-01165995) as an AdditionalDirector in the capacity of Non-Executive Independent Woman Director of the Company at itsmeeting held on 10th August 2018 subject to approval of the Shareholders whowill hold office till the conclusion of ensuing Annual General Meeting and is eligible forre-appointment.

Mr. N. K. Puri Mr. S. K. Bhattacharyya and Ms. Poonam Arya Bharti are IndependentDirectors who are not liable to retire by rotation.

The terms and conditions of appointment of the Independent Directors and details of thefamiliarization programs formulated to educate the Directors regarding their roles rightsand responsibilities in the Company and the nature of the industry in which the Companyoperates the business model of the Company etc. are placed on the website of the Company< http://www.wanburv.com/>.

In accordance with the provisions of Section 152 (6) of the Act and the Articles ofAssociation of the Company Mr. K. Chandran Executive Director who has been longest inthe office retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

The notice convening the AGM includes the proposal for appointment /re-appointment ofDirectors.

Mr. Prashant Menon Formulation-Director (Sales and Marketing) appointed w.e.f. 11thMay 2017.

Dr. Shireesh Ambhaikar President-Operations API Business appointed w.e.f. 28thSeptember 2017.

Other than this no Director or Key Managerial Personnel was appointed or has resignedduring the year under review.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Five (5) Board Meetings were held during the Financial Year 2017-18. These meetingswere held on 30th May 2017 11th September 2017 29thSeptember 2017 7th December 2017 and 8th February 2018.

DECLARATION BY INDEPENDENT DIRECTORS:

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

ANNUAL PERFORMANCE EVALUATION:

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

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

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

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186:

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

DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

Your Company has four foreign subsidiaries viz. Wanbury Holdings B. V. (Netherland)Wanbury Global FZE (UAE) Ningxia Wanbury Fine Chemicals Co. Ltd. (China) and CantabriaPharma S. L. (Spain).

The accounts of Cantabria Pharma S. L. is not available due to the companies being intoliquidation.

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

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

The details in specified format on the performance and financial position of othersubsidiary companies are attached as Annexure - II to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 188 of Companies Act 2013 allcontracts/arrangements/transactions entered into by the Company during the Financial Yearwith related parties were in the ordinary course of business and on an arm's length basis.During the year under review the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.

The transactions entered into with M/s. Wanbury Infotech Private Limited related partyare in the normal course of business and on at arm's length basis. The Policy onmateriality of Related Party Transactions and dealing with Related Party Transactions asapproved by the Board may be accessed on the Company's website at www.wanburv.com.

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

AUDITORS' AND AUDITORS REPORT:

STATUTORY AUDITORS:

M/s. V. Parekh & Associates Chartered Accountants (Firm Registration No. 107488W)Mumbai was appointed as Statutory Auditors of the Company by the Members vide resolutiondated 7th July 2018 passed through Postal Ballot to fill the casual vacancy inthe office of Statutory Auditors arouse due to the resignation of M/s. Jayantilal Thakkar& Co. Chartered Accountants (Firm Registration No. 104133W) Mumbai until theconclusion of the ensuing Annual General Meeting.

The Board place on records its sincere appreciation for the valuable services renderedby M/s. Jayantilal Thakkar & Co. Chartered Accountants (Firm Registration No.104133W) Mumbai during its association with the Company.

The re-appointment of Statutory Auditors for a term of 1 (one) year from the conclusionof 30th (this) Annual General Meeting till the conclusion of 31stAnnual General Meeting was recommended by the Audit Committee and the Board of Directorsrespectively in their meeting held on 10th August 2018 subject to the approvalof the Members in the ensuing Annual General Meeting to be held on Thursday 27thSeptember 2018. The Company has received a certificate from the auditors to the effectthat their re-appointment if made would be in accordance with the provisions of Section141 of the Companies Act 2013.

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

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

COST AUDITOR:

Your Directors have appointed M/s. Hemant Shah & Associates Cost Accountant as theCost Auditor for the Financial Year 2017-18. M/s. Hemant Shah & Associates will submitthe Cost Audit Report alongwith necessary annexure to the Central Government (Ministry ofCorporate Affairs) in the prescribed form within specified time and at the same timeforward a copy of such report to your Company.

The Cost Audit Report for the Financial Year ended 31st March 2017 whichwas due for filing on 30th September 2017 was filed with the CentralGovernment (Ministry of Corporate Affairs) on 10th October 2017.

The Board of Directors at its meeting held on 10th August 2018 hasappointed M/s. D. C. Dave & Co. Cost Accountant Mumbai as Cost Auditor of theCompany for the Financial Year 2018-19 in place of M/s. Hemant Shah & Associates CostAccountant. As required by Section 148 of the Act necessary resolution has been includedin the Notice convening the 30th Annual General Meeting seeking approval byMembers for the appointment & remuneration proposed to be paid to M/s. D. C. Dave& Co. Cost Accountant Mumbai as Cost Auditor of the Company for the Financial Year2018-19.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal financial control systems commensuratewith the size scale and complexity of its operations. During the year such controls weretested and no reportable material weakness in the operations was observed. The Company hasappropriate policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence

of the Company's policies safeguarding of its assets prevention and detection offrauds and errors accuracy and completeness of accounting records and timely preparationof reliable financial information.

M/s. BDO India LLP Mumbai Internal Auditors of the Company monitor and evaluate theefficacy and adequacy of internal control systems in the Company. Based on the report ofthe Internal Auditors respective departments undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

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

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Board of Directors of the Company has appointed Ms.Kala Agarwal Practicing Company Secretary [FCS No.: 5976 and COP No.: 5356] to conductthe Secretarial Audit of the Company for the Financial Year ended on 31stMarch 2018 (i.e. from 1st April 2017 to 31st March 2018). TheSecretarial Audit Report in Form MR-3 is annexed as Annexure - IV to thisreport.

The observations made in the Secretarial Audit Report are as under:

1. The Company has delayed in registering modification of charge and thus filedpetition before the Regional Director under Section 87 of the Companies Act 2013 forCondonation of delay in registering modification of charge.

ii. Only 76.79% of the Shareholding of Promoter & Promoter Group is indematerialised form. However as per SEBI circular No. SEBI/Cir/ISD/05/2011 &Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 100 % Shareholding of Promoter & PromoterGroup has to be in dematerialised form.

iii. The Company has filed an Application with Central Government in Form MR-2 forseeking approval for payment of excess remuneration to Whole-time Director for the yearended 31st March 2016. The Company has yet not made application for theFinancial year 2016-17 & 2017-18.

iv. The Company has received the penalty notice from the BSE Limited for Non-Complianceof Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 i.e. for delay in conducting the Board Meeting for the second quarter ended on 30thSeptember 2016 for the Financial Year 2016-17 on 7th June 2017 as per SEBICircular No. CIR/CFD/ CMD/12/2015 dated 30th November 2015.

Management Response to the aforesaid observations verbatim are as under:

1 . Due to inadvertence and other reasons there was delay in registering modificationof charge and thus filed petition before the Regional Director under Section 87 of theCompanies Act 2013 for Condonation of delay in registering modification of charge and theapproval of the same is in process.

2. The share certificate aggregating 3024000 Equity Shares held by M/s. KingsburyInvestment INC. (Promoter Group Company) of Wanbury Limited. These shares held by them arein physical mode. The Company is undertaking necessary steps to dematerialized theseshares.

3. The Company had paid excess remuneration to Mr. K. Chandran Whole-time Director ofthe Company beyond the prescribed limits under Section 197 read with Schedule V of theCompanies Act 2013. The Company has received some queries from Central Government andresubmitted Form MR-2 for seeking Central Government's approval for payment of excessremuneration for the Financial Year ended 31st March 2016 exceeding the limitsprovided in Schedule V and the approval from Central Government is awaited. After gettingthe approval the Company will make the application for the Financial Year 2016-17 &2017-18 in due course of time.

4. The Company has paid the Penalty to the BSE Limited for Non-Compliance of Regulation33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 i.e. fordelay in conducting the Board Meeting for the second quarter ended 30thSeptember 2016 for the Financial Year 2016-17 as per SEBI Circular No.CIR/CFD/CMD/12/2015 dated 30th November 2015.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

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

AUDIT COMMITTEE:

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

During the year under review four Meetings of the Audit Committee were held on 30thMay 2017 11th September 2017 7th December 2017 & 8thFebruary 2018 along with the Board Meetings.

Following are the Members of the Audit Committee:

Sr. No. Name of Directors Designation Category
1 Mr. N. K. Puri Chairman I & NED
2 Mr. S. K. Bhattacharyya Member I & NED
3 Mr. Divakar Kaza Member (upto 08.02.2018) I & NED
4 Ms. Poonam Arya Bharti Member I & NED
5 Mr. K. Chandran Member P & WTD

The Broad terms and conditions are already given in Corporate Governance Report.

The Members are requested to refer to the same.

NOMINATION AND REMUNERATION COMMITTEE:

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

Following are the Members of the Nomination and Remuneration Committee:

Sr. No. Name of Directors Designation Category
1 Ms. Poonam Arya Bharti Chairperson I & NED
2 Mr. S. K. Bhattacharyya Member I & NED
3 Mr. N. K. Puri Member I & NED
4 Mr. Divakar Kaza Member (upto 08.02.2018) I & NED

Nomination and Remuneration Policy is available on the website of the Company atwww.wanbury.com STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company Stakeholder Relationship Committee has been constituted in accordance withthe Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 in order to specifically look in to the mechanism of Redressal of grievances ofShareholders.

Following are the Members of the Stakeholder Relationship Committee:

Sr. No. Name of Directors Designation Category
1 Mr. S. K. Bhattacharya Chairman I & NED
2 Mr. N. K. Puri Member I & NED
3 Mr. Divakar Kaza Member (upto 08.02.2018) I & NED
4 Ms. Poonam Arya Bharti Member I & NED
5 Mr. K. Chandran Member P & WTD

RISK MANAGEMENT COMMITTEE:

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

Following are the members of the Risk Management Committee:

Sr. No. Name of Directors Designation Category
1 Mr. N. K. Puri Chairman I & NED
2 Mr. S. K. Bhattacharya Member I & NED
3 Mr. Divakar Kaza Member (upto 08.02.2018) I & NED
4 Ms. Poonam Arya Bharti Member I & NED
5 Mr. K. Chandran Member P & WTD

CORPORATE GOVERNANCE:

In compliance with Regulation 34 (3) read with Schedule V (C) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance forms part of this Annual Report. The Auditors' certificate certifyingcompliance with the conditions of Corporate Governance as prescribed under Schedule V (E)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedto the Corporate Governance Report.

PARTICULARS OF EMPLOYEES:

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

Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 pertaining to the top ten names andother particulars of employees also form part of this report. However this information isnot sent along with this report pursuant to the proviso to Section 136(1) of the Act. Anyshareholder interested in obtaining a copy of the same may write to the CompanySecretary/Compliance Officer at the registered office address of the Company and the samewill be furnished on request.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

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

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

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

The following is a summary of sexual harassment complaints received and disposed offduring the year 2017-18:

No. of complaints received : Nil

No. of complaints disposed off : Nil

EMPLOYEE STOCK OPTION SCHEME:

The Company has instituted Employee Stock Option Scheme 2016 ("Wanbury ESOP2016") which was approved by the Shareholders vide their resolution dated 29thSeptember 2016 to reward eligible employees. The Nomination and Remuneration Committee ofthe Board of Directors of the Company inter alia administers and monitors the Employees'Stock Option Plan of the Company. Pursuant to the said scheme and on the recommendation ofthe Nomination and Remuneration Committee the Board has granted 300000 options toemployees during the year under review.

The information required to be disclosed in terms of the provisions of the SEBI (ShareBased Employee Benefits) Regulations 2014 is enclosed as Annexure-VI this report.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meeting' respectively have been dulyfollowed by the Company.

UNPAID/UNCLAIMED DIVIDEND & SHARES

Pursuant to the applicable provisions of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 (the Rules) all unpaid or unclaimed dividends are required to be transferredby the Company to the IEPF established by the Central Government after the completion ofthe seven years. Further according to the Rules the shares on which the dividend has notbeen paid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. Accordingly the Company hastransferred the unclaimed and unpaid dividend of Rs. 414937/- for the Financial Year2009-10.

Further 338865 corresponding shares were transferred as per the requirement of theIEPF Rules. The details are available on the website atwww.wanbury.com/PaidUnpaidDividends.

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

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

i) in the preparation of the annual accounts for the Financial Year ended on 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures;

ii) the accounting policies had been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial Year ended on 31stMarch 2018 and of the profit and loss of the Company for that year;

iii) proper and sufficient care had been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) the annual accounts had been prepared on a going concern basis;

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

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

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincere thanks to the BankersCentral & State Government Customers Suppliers

Stakeholders and Staff for their continuous co-operation and guidance and also lookingforward for the same in future.

For and on behalf of the Board of Directors

K. Chandran N. K. Puri
Vice Chairman Director
Mumbai 10th August 2018 DIN:00005868 DIN:00002226