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equity
Repro India Ltd.
Industry : Printing And Publishing
 
House : Private
 
 
Last Price (Rs.) 810.45
 
Prev.Close (Rs.) 829.65
 
Net Change (Rs.) -19.20
High (Rs.) 823.30
 
Low (Rs.) 809.15
 
TTM PE (x) 139.44
52-Week-High (Rs.) 993.95
 
52-Week-Low (Rs.) 382.20
 
Dividend Yield (%) 0.00
* BSE PRICES
Year End:  March 2016

DIRECTORS' REPORT

Dear Members,

Your Directors are delighted to present the Twenty Third Annual Report on business and operations along with the audited financial statements (Balance Sheet

PERFORMANCE OVERVIEW

The highlights of the company's Standalone and Consolidated performance are as under:

Standalone: During the year there has been a 5.16% reduction in the revenues from Rs. 395.07 Crores to Rs. 374.70 Crores. The Operating profit has also reduced from Rs. 54. 37 Crores to Rs. 24.80 Crores. The company has incurred loss for this financial year of Rs. 7.99 Crores whereas, in the last year, the profit before tax was Rs. 26.26 Crores.

Consolidated: During the year there has been a reduction in revenue by 2.85% from Rs. 395-65 Crores to Rs. 384.36 Crores. The company has incurred loss for this financial year of Rs. 9.54 Crores whereas, in the last year, the profit before tax was Rs. 25.67 Crores.

Disruption - external factors affecting the publishing industry:

The last year was a year of visible disruption in the retail Industry. This had a significant impact on the publishing industry in which your company operates. Your company pioneered the changes that are required to ensure that it grows with the burgeoning e-retail opportunity. Your company has also put into place strategies to take advantage of this changing landscape, by disrupting the present in order to lay the foundations for future growth in the dynamic space of e-retail, while continuing to consolidate existing areas of strength.

The key strategies and areas of focus are

- A focus on building and growing solutions in the e-retail space for exponential growth

- Rapples - with the investment phase over, a focus on penetration

- Re-defining the business focus in India and Africa - a focus on consolidation of "Right" customers - the large publishing houses in India as well as multinational companies; while in Africa a focus on consolidating and retaining the best customers and working towards the security of funds

The overall business focus will remain on financial consolidation, cash flows and collections, improving financial ratios and reduction of expenses. Due to fall in Oil & commodity priees, there's shortage of foreign currencies in the market like Nigeria which has resulted fall of sales. West African countries are oil based economies, which are major contributors to export sales in past.

CONSOLIDATED ACCOUNTS

The Consolidated financial statements of your company for the financial year 2015-16, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Consolidated financial statements have been prepared on the basis of audited financial statements of the company and its subsidiaries as approved by their respective Board of Directors.

SUBSIDIARIES

A separate statement containing the salient features of financial statements of all subsidiaries of your company forms part of Consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your company. The financial statements including the Consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your company (www.reproindialtd.com).

The financial performance of each of the subsidiaries are included in the Consolidated financial statements of your company is set out in the "Annexure A" to this Report

The number of the company's subsidiary companies as on 3ist March, 2016 was two (2) as per details given in Note No. 38 to Consolidated Financial Statements.

During the year, no Companies have become or ceased to be the subsidiaries, Associates and Joint ventures during the year.

BUSINESS HIGHLIGHTS

The key focus for the last year has been on the emerging trend of e-retail in the publishing industry. With dramatic developments changing the way books are being bought and sold, the opportunity lies in this area.

A global opportunity:

Books can be bought at a click of a button, enabling publishers to reach millions of readers, anywhere in the world. More books are bought on mobiles, tablets or computers than in bookstores. A book is now bought even before it is produced. The traditional model of educational book publishing is facing huge challenges.

Most of the educational publishers are trying to adapt to the new way of doing business. Customers moving to Digital Platforms and demanding more books....in a shorter timeframe... And at a lower cost!

Time to customer is reducing as they are more discerning and demanding. Warehousing, large inventories are becoming more difficult to manage and commercially unfeasible now more than ever. Age old distribution models being challenged due to the "global" village.

The traditional publishing process is an elaborate and unwieldy one, laying the publisher open to many risks. These include rising obsolescence costs, inventory management, high returns of unsold books, an impossibly long collection cycle... the list goes on. Additionally, making books visible to readers poses a challenge, with the publishers' reach restricted to physical distribution and sales channels.

It is this opportunity that your company is focusing on. So that any reader can get the book of his choice; and any publisher, anywhere in the world, can reach a reader, anywhere in the world. Your company is thus focusing on this requirement through the key process of content aggregation and dissemination.

Content Aggregation to effective dissemination:

Content is the core asset of the publishers. The task therefore is to effectively deliver it to the end customer i.e. students or readers (e-books or p books) on any media, be it a printed book, computer, tablet or a mobile.

Publishers strive to increase revenues by maximising the reach of their content and books in the required time, at the required price to the end users all over the world, physically or digitally. Your company is bridging the 'in-between' miles between the publisher and his reader. By aggregating publishers' content in its digital warehouses, your company helps publishers increase their business by making their books available to more readers and markets.

Pioneering the global e-tailing opportunity:

E-retail is an opportunity that we had outlined during the financial year 2015-16. This involves aggregating titles into our content repository from various publishers, setting up a one book factory and disseminating these books on E-commerce channels like Amazon, Flipkart and Snapdeal etc., so that when the order is placed, we pick up the soft copy of the title from the content repository and produce it in the one book factory and despatch

it to the customer within 24-48 hours. In order to achieve this objective, your company has invested in a state of art manufacturing facility that has been custom built for the e-tail business.

Your company has entered a tie-up with Ingram Content Group - one of the world's largest content aggregation companies in order to optimise the e-retail opportunity. This tie-up enables your company's clients to reach their books to a global audience and therefore reach so many more readers at the click of a button.

The production seamlessly integrates with the e-commerce channels and a special digital store-front on the front end; and with the content repository and partner, Ingram Content Group. The complète model has been tested successfully and your company has signed up a two-way tie up with Ingram. This enables us to get international titles into the repository for sale in India; additionally, your company is able to take Indian content and give it to Ingram for global distribution.

Your company also has tie-ups with international and Indian e-retailers enabling the listing of publishers' titles on the e-tail site, giving the customers access to global titles with significantly reduced lead times and price. This entire value chain enables your company to partner publishers to increase their revenues and reach their e-tail customer by providing a complète solution thereby improving efficiencies and reducing costs.

The solution includes offering the publisher a state of the art technology content repository, to printing on demand- even a single book for the end customer - to disbursing the royalties back to the publisher. The entire solution works towards huge benefits for publishers - like zero inventory, zero obsolescence, zero warehousing costs and zero returns.

Partnering publishers:

Your company has been functioning for a while as a gateway to increased business for publishers.

Your company partners with its customers right from creating and managing publishers' content; to producing it in the required format, print or digital; to ensuring books or e-books reach the end user anywhere in the world.

Your company is leveraging its strong relationships with publishers over the last two (2) decades to become the largest aggregator of content. This gives your company a significant competitive advantage. In this way, through content aggregation and effective dissemination, your company is offering multiple opportunities for revenue multiplication to the Publishers with the same content.

As a gateway for business opportunity for Publishers, your company enables the publisher to disseminate its content through various channels. These channels are set up to help the Publisher reach markets that will help him contact a larger client base.

One channel that your company has set up is Rapples, where books are digitised, enhanced and made available to more students.

Rapples, enhancing digital education:

Rapples, the Digital Educational Solution launched by Your company is changing the course of educational experience in India. The digital revolution is changing the way education is imparted. Customised educational solutions are now possible with the increased penetration of mobile devices. Digital content and personalised learning is increasing. The future classroom is blended with technology to augment teacher capability

The other channels are through the e-retailers where your company has strategie tie-ups with international e-tail companies; through schools in India with printed textbooks; and to Africa where your company has strong relationships with publishers and Governments in 22 African countries.

Publishing Solutions for Publishers in India and Africa:

Your company has strong relationships with the key publishers in over 22 countries in Africa. With a first mover advantage and a deep understanding of the business environment, this segment has tremendous potential - especially once the political issues in countries like Nigeria are resolved. Your company complements publishers by planning and mass producing the right product, at the right price and in the required time reaching it anywhere in Africa. With the experience and the relationships, your company opens additional revenue opportunities to Indian and African publishers by offering them access to each others markets thus capitalizing on their respective Intellectual Property Rights.

Your company also has strong relationships with multinational publishers in the UK and USA. The e-retail solution is global in nature and will help foster deeper relationships with multinational publishers and give the export potential a fillip. The extensive network of e-channels will also open up new opportunities.

Your company is providing integrated services and end-to-end solution to content owners like educational publishers in India. Your company has a market leadership in virtually all educational segments and products - from textbooks, supplementary books, distance learning, vocational courseware etc. Your company is able to offer value added services to all its clients and hence the Publisher can concentrate on his core competence which is to create the demand and fulfill it while your company is a strategie partner for creating, producing and delivering the books anywhere in the world.

A Strategy of Consolidation — while growing with the huge e-retail opportunity.

The global slowdown has thrown up challenges. The global economy has been undergoing tremendous volatility. An uncertain economie environment in African countries has impacted your company's markets there. In India the traditional model of the educational book publishing Industry is facing huge challenges. Most educational publishers are trying to adapt to the new way of doing business. Customers are moving increasingly to digital platforms, demanding books in a shorter time frame, at a lower cost!

In response to this, your company is following a two pronged strategy. One, a strategy of consolidation in traditional businesses; and two, an increased focus and emphasis on the e-tail business. The Rapples digital solution has already taken your company into the digital sphère. The consolidation strategy entails a focus on working with the "Right" customers; on ensuring financial consolidation; on cash flows and collections; on reducing debt; and on improving financial ratios and a reduction of expenses. Your company has made significant progress on this strategy by staying ready to move forward again once the economy stabilises and political situation in Africa is resolved.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the company forms an integral part of this Report and gives detail of the overall industry structure, developments, performance and state of affaire of the company's various businesses, internal controls and their adequacy, risk management Systems and other material developments during the financial year 2015-16.

INSURANCE

All the insurable interests of your company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

ESOPs

During this year there has been no exercise of ESOPs and hence there is no allotment of shares.

SHARE CAPITAL

During the year, your company has not issued and allotted any shares on the exercise of stock options under any of the ESOP scheme. As a resuit of this, the outstanding issued, subscribed and paid up equity shares of the company remains unchanged at 10,903,75g as at March 31, 2016.

TRANSFER TO RESERVES

Your directors propose not to transfer any sum to the generai reserves of the company.

PUBLIC DEPOSITS

During the financial year 2015-16, your company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DIVIDEND

In view of the performance of your company, and its future fund requirements, your Directors recommend declaration of dividend of Rs. 3/- (Rupees Three only) per Equity share of the face value of Rs. 10/- (Rupees Ten only) for the year ended on March 31, 2016 for the approval of the shareholders at the ensuing AGM.

AUDITORS' REPORT

The Auditors' Report for the financial year 2015-16, does not contain any qualification, reservation or adverse remark. The Notes on Accounts referred to by the Auditors in their report are self-explanatory and do not require any further clarification.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointaient and Remuneration of Managerial Personnel) Rules, 2014, your company has appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries to conduct the Secretarial Audit of your company. The Secretarial Audit Report is annexed herewith as "Annexure C" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the following:

The company is not in compliance with the minimum requirement of Independent Directors on the Board of Directors as per Regulation 17 (1) and Regulation 25 (6) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 since 1 October 2014 till the end of the Audit Period. The company is short of one Independent Director.

This is because of the resignation of Mr. Sanjay Asher from our Board w.e.f. October 1, 2014, in view of Regulation 17 (1) and Regulation 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Formerly Clause 4g of listing agreement) setting the ceiling limit on the maximum number of the Listed Companies in which an individual can serve as an independent Director w.e.f. October 1, 2014. The company is in search of a new Independent Director.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure D" to this Report.

RELATED PART Y TRANSACTIONS

All contracts / arrangements / transactions entered by the company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the company's website at the link: <http://www.reproindialtd.com/pdf/related%20party%20transaction%20policy%25> 20of%20repro%2oindia%2olimited.pdf

Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.

LOANS AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 12,13 and 29 to the standalone financial statement).

RISK MANAGEMENT

Your company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

As per the requirements of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has constituted a Risk Management Committee to oversee the risk management efforts in the company under the Chairmanship ofMr. Sanjeev Vohra, the Managing Director.

The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this Report.

During the financial year 2015-16, the Board of Directors have reviewed the risk management policy and the risk appetite for your company as proposed by the Management and recommended by the Risk Management Committee in the meeting held on February 9, 2016.

There are no risks which in the opinion of the Board threaten the existence of your company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets, to ensure better enforceability. The said regulations were effective from December 1, 2015. Accordingly, all listed entities were required to enter into Listing Agreement within six months from the effective date. The company entered into Listing Agreement with Bombay Stock Exchange Limited and the National Stock Exchange of India Limited on February 26, 2016.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value System. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website.

POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURES

This policy applies to disclosures of material events affecting your company and its subsidiaries. The policy is in addition to the company's corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-sensitive information.

DOCUMENT RETENTION AND ARCHIVAI. POLICY

The policy deals with the retention and archivai of corporate records of your company, Repro India Limited.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your company is committed to highest standards of ethical, moral and legal business conduct.

Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your company have been outlined in the Corporate Governance Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on May 27, 2016 reviewed the Corporate Social Responsibility (CSR) Policy as well as CSR activities of the company required under the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee in its meeting held on February 12, 2016. The CSR Policy outlines the CSR activities of your company with the focus area being Education and providing education tools and enhancing Educational and Learning outcomes.

Digital solution in Education for enhanced learning has been identified as a key CSR activity of the company.

During the year, your company has spent the amount of Rs. 4,69,920 towards enhancing the digital solutions in education for enhanced learning of the students of Shree Vile Parle Gujarati Mandai. However the Company could not spent the entire applicable amount of Rs. 7,130,312/- firstly due cash flow crunch and secondly due to losses incurred during the current year

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as "Annexure E" to this Report.

DIRECTORS

In terms of Section 152 of the Companies Act, 2013, Mr. Pramod Khera, Director of the company, liable to retire by rotation at the ensuing Annual General Meeting being eligible, offers himself for re-appointment.

Pursuant to Section 149(6) of the Companies Act, 2013, the company has received declarations from all its Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act 2013.

AUDITORS

M/s. BSR & Co. LLP, Chartered Accountants, who retire at the ensuing AGM of your company are eligible for re-appointment. Your company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointaient, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under.

The Audit Committee and the Board of Directors recommend the appointment of M/s. BSR& Co. LLP, Chartered Accountants, as the Auditors of your company for the financial year 2016-17 till the conclusion of the next AGM.

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

The information on conservation of energy and technology absorption and foreign exchange earnings & outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as "Annexure F" to this Report.

REPORT ON CORPORATE GOVERNANCE

Your company is complying with the requirement of Regulation 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 except Regulation 17 relating to Board of Directors composition with respect to Independent Directors. The company is not in compliance with the minimum requirement of Independent Directors on the Board of Directors since October 1, 2014 till the end of the Audit Period. The company is short of one Independent Director because of the reason as mentioned in the paragraph on Secretarial Audit.

Necessary disclosures have been made in this regard in the Corporate Governance Report. A separate report on Corporate Governance as stipulated under Regulation 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms a part of this Report along with the Certificate from Mr. Dinesh Kumar Deora, Practising Company Secretary confirming compliance of conditions of Corporate Governance except Regulation 17 (1) and Regulation 25 (6) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The declaration by the Managing Director regarding compliance by board members and senior management personnel with the code of conduct also forms a part of the Annual Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The Managing Director of your company does not receive remuneration from any of the subsidiaries of your company.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, employees of your company is set out in "Annexure B" to this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received necessary declaration from each independent director under section 149(7) of the Company's Act, 2013, that he/she meets the criteria of independence laid down in compliance with section 149 (6) ofthe Company's Act, 2013 and Regulation

25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been taken on record from all independent directors of the company.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued thereunder and the Listing Regulations(including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of annual performance of the Board of Directors/ Committees was carried out.. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which form part of this report.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEE

The details of the meeting of the Board and its Committees, convened during the financial year 2015-16 are given in the Corporate Governance Report which forms part of this Report.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS AND ITS ADEQUACY

Your company has put in place adequacy internal financial controls with reference to the financial statements.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

COMPANY SECRETARY AND COMPLIANCE OFFICER

During the year, Ms. Madhavi Kulkarni, Company Secretary, Compliance Officer and KMP of the company resigned from the service of the company. The resignation was effective from August 31, 2015.

Consequent to Ms. Madhavi Kulkarni's resignation, the Board appointed Ms. Dimple Chopra as Company Secretary, Compliance Officer and KMP of the company. The appointment was effective from January 4, 2016.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section I34(3)(c) of the Companies Act, 2013, the Directors of your company confirm that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at March 31, 2016 and of the profit and loss of the company for the financial year ended March 31, 2016;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a 'going concern' basis;

(e) Proper internal financial controls laid down by the Directors were followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) Proper Systems to ensure compliance with the provisions of all applicable laws were in place and that such Systems were adequate and operating effectively.

EMPLOYEE WELFARE SCHEMES

Gratuity Liability of the company in all cases has been discharged promptly through LIC of India. The company has continued its tied up with LIC for the Employees Group Superannuation Scheme.

Your company has adopted a policy on Prevention, Prohibition and Redressai of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressai) Act, 2013 and the Rules there under, for which your company formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. This is supported by the Sexual Harassment Policy in the Employee Policy which ensures a free and fair enquiry process with clear timelines.

During the Financial Year 2015-16, the Company has received one (1) complaint of sexual harassment and the same have been disposed off by taking appropriate actions.

HUMAN RESOURCES MANAGEMENT

The Human Resources Management (HRM) function has driven changes in the way Human Resources are managed and developed, striking a balance between business needs and individual aspiration. HRM has now become business partner and is taking key decision not just with respect to Human Resource but businesses as whole. It focuses on improving the way of life work culture, employee engagement, productivity, effectiveness and efficiency.

Your company initiated multiple actions to keep the workforce engaged. The HR Department is continuously looking at expanding opportunities for growth. The broader our employees' experience, education and background, the more diverse their opinions and insights, the deeper your company's collective understanding grows. The result is a collaborative environment that respects individual needs and promotes ongoing development.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your company and its operations in future.

ACKNOWLEDGEMENTS

We thank our customers, vendors, dealers, investors, business associates, bankers regulatory and government authorities for their continued support during the year and look forward to their continued support in the future. We wish to convey their gratitude and place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, valuable contribution and dedication during the year.

For and on behalf of the Board of Directors

VINOD VOHRA

Chairman

Place : Mumbai

Date: May27, 2016