Asian Fertilizers Ltd Directors Report.

Dear Member,

Your Directors are pleased to present the 33rd Annual Report and the Companys Audited financial statement for the financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS:

The Companys financial performance, for the year ended March 31,2018 is summarized below:

(Rs in Lacs)

PARTICULARS 2017-2018 2016-2017
Revenue from Operation 3238.03 5162.95
Other Income 57.72 52.28
Total Expenditure 3267.08 5162.49
Profit before Interest, Depreciation Prior
Period Items and Tax (PBIDT) 197.27 378.99
Less: Finance Costs 128.69 288.87
Less: Depreciation and Amortization 39.91 37.38
Profit Before Exceptional/Prior Period
Items and Tax 28.67 52.74
Less: Exceptional/Prior Period Items (Net)
Profit Before Taxes (PBT) 28.67 52.74
Less: Tax Expense (Net) 2.49 14.73
Profit for the year (PAT) 26.18 38.01

2. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.

3. DIVIDEND:

In order to conserve the resources of the Company the Board of directors has decided not to declare any dividend for the financial year 2017-18.

4. AMOUNTS TRANSFERRED TO RESERVES:

The Board discussed and decide to transfer the profit of the year in reserves account.

5. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return, in format MGT-9, for the financial year 2017-18 has been enclosed with this report as "ANNEXURE -I".

6. NUMBER OF BOARD MEETING:

Four meetings of the Board of Directors were held during the year as on 20/05/2017, 09/09/2017, 06/12/2017 and 03/02/2018

Name of Director Designation No. of meeting Held No. of meeting attended
1. Gyanendra Nath Gupta

Chairman / Independent Director

4 3
2. Ashok Kumar Matanhelia

Managing Director

4 4
3. Somil Matanhelia

Whole Time Director

4 4
4. Shobhit Matanhelia

Whole Time Director

4 4
5. Anurag Tulsyan

Independent Director

4 4

6. Usha Matanhelia

Women Director 4 4
7. Sunil Kedia Independent Director 4 4

The gap between any of the two Board Meetings did not exceed more than four months.

Leave of absence was granted to the non-attending directors on their request and noted in the attendance register as well as in the minutes of the meetings.

7. ANNUAL GENERAL MEETING:

The Annual general meeting of the Company for the financial year 2016-17 was held on 23/09/2017.

8. RELATED PARTY CONTRACT AND ARRANGEMENT OF THE COMPANY:

All the related party transactions that were entered during the financial year 2017-18 were in the ordinary course of business of the Company and were on an arms length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

All such Related Party Transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on dealing with Related Party Transactions has framed by the Board of Directors with the prior approval of the Audit Committee.

All related party transactions entered by the Company were in the ordinary course of business and were on an arms length basis, form AOC-2 is "ANNEXURE -II" to the Directors Report. The details of the transactions with Related Party are provided in the accompanying financial statements.

9. AUDITORS & AUDITORS REPORT:

(a) Statutory Auditors & Audit Report:

M/s. Rajeev Prem & Associates, Chartered Accountants, (FRN:008905C) Kanpur were appointed as the Statutory Auditors of the company for the period of 1 (one) financial Year ended March 31st, 2018. M/s Rajeev Prem & Associates, have consented to as an Statutory Auditors of the Company for the period of another terms of five consecutive Financial Year to hold office from the conclusion of ensuing Annual General Meeting till the conclusion 38th Annual General Meeting of the Company to be held for the Financial Year ending on 31st March 2023. They have submitted the necessary eligibility Certificate in terms of Second & Third proviso to Section 139 (1) of the Company Act, 2013 read with Rule 4 of the Company (Audit & Auditors) Rules 2014. M/s Rajeev Prem & Associates, Chartered Accountants, Kanpur Submitted their report for the financial year ended March 31,2018. The observations of the auditors are explained wherever necessary in appropriate notes to the accountants, Also, there is no adverse comment in the Auditors Report.

(b) Secretarial Auditor & Secretarial Audit Report:

The Board, on the recommendation made by the Audit Committee, has appointed Mr. Awashesh Dixit, Practicing Company Secretary, Kanpur to conduct Secretarial Audit for the F.Y. 2017-2018. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as ANNEXURE III" to this Report. The Secretarial Audit Report contains few qualifications, reservation, adverse remark or disclaimer.

i. The 100% shareholding of the promoters is not in dematerialized form as per Regulation 31(2) of the Listing Regulations;

Company is in process of dematerializing the shares.

ii. The company has not paid the listing fees for financial year 2017-18 to the Bombay Stock Exchange;

Company has cleared all the listing fees and dues with BSE as on date.

Hi. One form CHG-lfor creation of Charge on the car loan taken by the Company is pending for filing till the date of signing of this report for which, as informed by the company, it is in process of taking remedial action;

The delay occurred due to technical difficulties faced in MCA Portal. In view of facing technical problems at the relevant time and subsequent skipping the attention that form is pending for filling. However efforts are being taken to take the remedial action.

iv. Website of the Company is not updated as per regulation 46 of the Listing Regulations; Company has updated the website of the company.

v. The company has appointed Rajeev Prem & Associates, Charted Accountant as the Statutory Auditor for the Company for the period ofI Financial Year instead of 5 consecutive financial year as provided under section 139(1) of the Act;

Due to the lack of the correct interpretation of the law company was unable to comply with law. However, this year company has complied with law.

vi. The causal vacancy of the CS was not filled within 6 months from the date ofvacancy in terms of section 203 (4) of the Act, however the same has been filled on the date of signing of this report;

The administrative office of the Company is in rural area i.e. Gorakhpur (Eastern U.P.) Therefore, searching a suitable candidature for this post is tuff task and time taking process. However, company has filled this vacancy for the post of CS on this date.

(c) CostAuditor:

The Board has appointed M/sK. S. Bhatnagar & Associates, Cost Accountant, New Delhi, as a cost auditor of the Company for conducting the audit of the cost records of the fertilizer for the financial year 2017-18.

Further, the Board has on the recommendation of the Audit Committee, approved the Audit Committee has recommended appointmenting of M/s K.S. Bhatnagar & Associates, Cost Accountant, New Delhi, as a cost auditor of the Company for conducting the audit of the records of the fertilizer for the financial year ending on March 31,2019.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company, Accordingly, appropriate resolution forms part of the Notice convening the AGM. We seek your support in approving the proposed remuneration plus applicable taxes and out-of-pocket expense payable to the Cost Auditors for the Financial Year ending March 31,2019.

Audit Committee has recommend to appoint M/s K. S. Bhatnagar & Associates, Cost Accountant, New Delhi, as a cost auditor of the Company for conducting the audit of the cost records of the fertilizer for the financial year 2018-19 for the approval of Board of Directors.

10. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186:

The Particulars of loans, Guarantees & Investments U/S 186, in format MBP-2, for the financial year 2017-2018 has been enclosed with this report as "ANNEXURE -IV".

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION:

The Company would like to inform that no material changes and commitments affecting the financial position of the Company have occurred during the period from the end of financial Year till the date of this report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO :

a) Conservation of Energy

Since the operations of the Company are not energy intensive, therefore it does not call for any steps to be taken.

Therefore clause (i), (ii) & (iii) of Rule 8 are not applicable.

b) Technology Absorption

The Company has not imported any specific technology for its operations which are not updated in India.

c) Foreign Exchange Earnings and Outgo

Foreign Exchange Earning: INR 1,25,84,392 Foreign Exchange Outgo: INR 9,99,52,545

13. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:

The Company would like to inform that the risks which threaten the existence of the Company have been identified and accordingly a risk management framework has been created and adopted by the Company. Further the internal auditor of the Company has been casted with the responsibility of monitoring this framework and reports to the management the key risks affecting the business.

14. DETAILS OF DIRECTORS AND KMP ARE APPOINTED AND RESIGNED DURING THE YEAR:

a. Appointment/ Resignation of Directors:Mr. Ashok Kumar Matanhelia, Managing Director and Mr. Somil Matanhelia, Whole Time Director was re-appointed during the year.

b. Key Managerial Personnel:

Ms. Neha Sahu, has resigned as Company Secretary of the Company w.e.f. 30/09/2017.

No other director/s or KMP/s have been appointed or retired or resigned during the financial year 2017-18.

c. Retirement by Rotation:

Mrs. Usha Matanhelia, director, is liable to retire by rotation and being eligible offer herself for re-appointment in the ensuing AGM.

The brief resume ofMrs. Usha Matanhelia, non-executive Director of the Company, retiring by rotation but seeking re-appointment at the ensuing Annual General Meeting, his experience in specific functional areas and the companies on which she hold directorship and / or membership / chairmanship of the committees of the Board, her shareholdings are as follows:

(a) DateofBirth-20/06/1959

(b) Dateof Appointment-12/04/2011

(c) Qualifications-Post Graduate in Economics.

(d) Experience in Specific Function Area- Fertilizers & Chemicals

(e) Directorship held in other companies- Nil

(f) Committee position held in other companies- Nil.

(g) Shareholding position in the Company- 74010 shares(0.94%)

15. INTERNAL FINANCIAL CONTROLS:

The existing internal financial control system is adequate and commensurate with the nature and size of the business of the Company. The internal auditors of the Company keep a follow up on the internal financial reporting and information dissemination of the Company between the departments. The Audit committee of the Company interacts from time to time with the internal auditors of the Company regarding the adequacy of internal financial control system placed in the Company.

16. DECLARATION BY INDEPENDENT DIRECTOR:

All Independent Directors have given declaration under section 149(7) of the Companies Act 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

17. CSR ACTIVITIES:

Since the Company does not meet the criteria as defined under section 135 of Companies Act, 2013. Therefore the provisions relating to CSR Activities are not applicable to the Company.

18. FORMAL ANNUAL EVALUATION OF BOARD OF DIRECTORS AND ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

a. Performance evaluation of the Board of Directors of the Company

As per the evaluation criteria formulated by the Nomination and Remuneration Committee of the Board has evaluated its own performance in context of Companys performance, status of compliance carried out, efforts made towards risk management, internal control, code of conduct followed and maintained by them, ethical standards met. Below are some of the criteria on the basis of which Board has made its evaluation at specific intervals:

1) Size and composition of the Board of Directors of the Company as per Companies Act, 2013.

2) Diversity of thought, experience, knowledge, perspective and gender in the Board of Directors of the Company.

3) Maintaining transparency in the entire Board processes.

4) Any deviations, if any, from the set goals of the Board and steps taken to control such deviations.

5) Efficiency and effectiveness of the Board of Directors of the Company in carrying out its functions.

6) Timely flow of information among the Board of Directors.

7) Updation of knowledge of governing laws, rules and regulations.

8) Independent judgement of each matter placed before the Board of Directors.

After evaluating its own performance, Board is of the view that the performance of the Board of Directors as a whole was satisfactory during the financial year 2017-18.

b. Performance evaluation of the Committees of Board of Directors of the Company:

The Board of Directors of the Company evaluated the performance of each of its committees on the basis of various criteria such as composition of committee, quantum and quality of information received by the committee members, time spent for discussing the matter and reaching out the final decision, efficiency and effectiveness of the decision making of the committee members, level of active participation of committee members, number of meetings attended by the members, presence of the Chairman of the committee.

On the basis of the above criteria and the working procedure established by the Board of Directors of the Company, the Board is of unanimous consent that all the committees of the Company are working satisfactorily.

c. Performance evaluation of the Independent Directors of the Company:

As per the criteria formulated by Nomination and Remuneration Committee for the performance evaluation of Independent directors, the performance of each Independent director was evaluated by the entire Board of Directors but excluding the director being evaluated. While evaluation the following things were taken into consideration:

1) Application of Independent judgment while taking decision as part of the Board of Directors of the Company.

2) Exercise of the responsibility in a bonafide manner in the interest of the Company.

3) Attendance in the meeting of Board of Directors and meetings of committees where independent director is a member.

4) Active participation in the familiarization programme conducted for the Independent Director.

d. Performance evaluation of the each individual director of the Company:

Further the Board evaluated during the year, the performance of each Director taking each of them as a separate individual, in order to judge the contribution and efforts made by them individually and the initiatives taken by them during the year. This helped the Board of Directors in deciding whether to extend the tenure of director being evaluated.

19. COMIITTEES TO THE BOARD:

The Company has several Committees which have been established in Compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholders Relationship Committee

The details with respect to the composition of the committees, No. and dates of the meeting of the committees and No. of meeting attended by each director of relevant Committee are given in details below.

(A) AUDIT COMMITTEE:

In compliance and as per the requirements of Section 177of the Companies Act, 2013, an Audit Committee has been constituted and re-constituted. The Audit Committee consists of three directors out of which two are independents. Four meetings of Audit Committee were held dining the year on 20/05/2017, 09/09/2017, 06/12/2017 and 03/02/2018. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Composition and attendance in Committee meeting during the year:

Name of Committee Positions Meeting held Meeting attended
Mr. Anurag Tulsyan Chairman/Independent 4 4
Mr. Somil Matanhelia Member / non independent 4 4
Mr. Sunil Kedia Chairman/Member/Independent 4 4

The Chairman of the Committee was present at the last Annual General Meeting held on 23rd September 2017.

***Mr. Sunil Kedia was appointedas Chairman of the committee w.e.f. 09/09/2017.

The Chairman of the Committee was present at the last Annual General Meeting held on

23rd September 2017.

Ms. Neha Sahu is Secretary of the Committee till 30/09/2017.

The Chief Financial Officer Mr. S.S. Pandey is invitee to the said meetings.

The primary objective of the Audit Committee is to monitor and supervise the Companys financial reporting process with a view to provide accurate, timely and proper disclosures and financial reporting.

a. ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM:-

The Company has established a vigil mechanism for directors and employees in compliance with the provisions of Sub section 9 of Section 117 read with Rule 7 of Chapter XII of the Companies (Meetings of Board and its Powers) Rules, 2014 to report genuine concerns. Vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional case.

The Company promotes ethical behavior in all its business activities and in line with the best practices for corporate governance. It has established a system through which directors & employees may report breach of code of conduct or suspected fraud, unethical business practices, illegality, fraud, and corruption etc. at work place without fear of reprisal. The Board designated and authorized Mr. Somil Matanhelia, Whole time Director of the Company as Vigilance and Ethics Officer and Mr. Anurag Tulsyan/Sunil Kedia Chairman of the Audit Committee to oversee the vigil mechanism. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. It may be noted that if any of the members of the Committee do have a conflict of interest in any given case, he/she to recues themselves and the others on the committee would deal with the matter on hand.

The Vigil mechanism shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also to provide for direct access to the Chairman of the Audit Committee and in case of repeated frivolous complaints being filed by a Director or an employee, the Chairman of the Audit Committee may take suitable action against the concerned Director or employee including reprimand.

During the Financial Year 2017-18 there was no complaint reported by any Director or employee of the Company under this mechanism.

(B) NOMINATION & REMUNERATION COMMITTEE:

In compliance with the provisions of section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee consists of 3 Non-Excutive Directors. During the period No meeting of the Nomination and Remuneration Committee.

a. Composition and attendance in Committee meeting during the year:

Name of Committee Members Positions Meeting held Meeting attended
Mr. Anurag Tulsyan Chairman / Non-Executive Independent Director 0 0
Mr. G. N. Gupta Member/Non-Excutive Independent Director 0 0
Mr. Sunil Kedia Chairman/Non-Excutive Independent Director 0 0

Mr. Sunil Kediawas appointed as Chairman of the Committee w.e.f. 09/09/2017.

b. NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

In compliance with the provisions of Section 178 of the Companies Act, 2013 the Nomination and Remuneration Committee of the Board of Directors has formulated a policy comprising the criteria for determining qualifications, positive attributes and independence of a director and remuneration for the directors, key managerial personnel and other employees, which have been approved and adopted by the Board. The criteria formulated by the Nomination and Remuneration Committee is duly followed by the Board of Directors of the Company while appointing the directors, Key Managerial Personnel and senior management personnel in the Company.

a) Criteria for appointment of Directors in the Company:

1) Person of integrity with high ethical standards.

2) Person with knowledge, skill and innovative ideas that can be beneficial to the Company.

3) Interested in learning new things and updating the knowledge and skills possessed.

4) Person who can act objectively while exercising his duties.

5) Who believes in team spirit.

6) Who is responsible towards the work and can devote sufficient time and attention to the professional obligations for informed and balanced decision making.

In respect of Managing Director, Whole-time director and Independent director, besides the general criteria laid down by Nomination and Remuneration Committee for all directors, the criteria as mentioned in Companies Act, 2013 have also been included.

b) Criteria for appointment of Key Managerial Personal and Senior Management Employee:

1) Person should be having the required educational qualification, skills, knowledge and experience as required and necessary for the concerned post.

2) Person should be hardworking, self-motivated and highly enthusiastic.

3) Person should be having positive thinking, leadership qualities, sincerity, good soft skills and power of taking initiatives.

c) Remuneration policy of the Company:

The Remuneration policy of the Company has been framed by the Nomination and Remuneration Committee in such manner that it can attract and motivate the directors, key managerial personnel and employees of the company to work in the interest of the Company and to retain them.

1) Company has a policy to pay remuneration in such manner that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

2) It has been ensured while formulating the policy that remuneration to directors, key managerial personnel and senior management should involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

3) Remuneration to be paid to Managing Director/Whole-time Director shall be within the limits specified under Companies Act, 2013.

4) Increments to the existing remuneration may be recommended by the committee to the Board of Directors.

(C ) STAKEHOLDERS RELATIONSHIP COMMITTEE:

In compliance with the provisions of the Companies Act, 2013, the Stakeholders Relationship Committee has been constituted by the Board for a speedy disposal of grievances / complaints relating to shareholders/investors and re-constiuted time to time. The Committee consists of one non-executive Independent director and two executive directors of the Company. Four meetings of the Committee were held during the year on 25/05/2017,09/09/2017,06/12/2017 and 03/02/2018.

Composition and attendance in Committee meeting during the year:

Name of Committee Members Positions Meeting  held Meeting  attended
Mr. A. K. Matanhelia Member/Executive Director 4 4
* Mr. Anurag Tulsyan Chairman / Non-Executive Independent Director 2 2
Mr. Somil Matanhelia Member/Executive Director 4 4
** Mrs. Usha Matanhelia Chairman/Non-Executive Director 2 2

* Mr. Anurag Tulsyan has resigned from the Committee w.e.f. 09/09/2017.

** Mrs. Usha Matanhelia was appointed as the Chairman of the Committee w.e.f. 09/09/2017.

19. Compliance Officer:

Ms. Neha Sahu, Company Secretary of the Company was designated as the Compliance Officer for complying with the requirements of the Securities Law and the Listing Regulation with the Stock Exchanges in India till 30/09/2017.

20. INVESTOR GRIEVANCE REDRESSAL:

The Committee specifically looks into the shareholder redressal and investor complaints on matters relating to refund orders, transfer of shares, sub-division, consolidation of share certificates, issue of duplicate share certificates, non-receipt of annual report, non-receipt of declared dividends etc. Company has registered with SCROES .

In addition, the Committee advises on matters which can facilitate better investor services and relations.

Types of Complaint Number of Complaints
No. of complaints received 0
No. of complaints redressed 0
No. of complaints pending 0

21. POLICY ON INSIDER TRADING:

The Company follows a strict code on prohibition of Insider Trading and the same has been detailed to all the directors, senior management and employees of the Company and For ensuring the same, the Company has formulated & adopted a code of practice & procedure for fair disclosure of Unpublished Price Sensitive Information as per SEBI (Prohibition of Insider Trading) Regulation, 2015.

22. CORPORATE GOVERNANCE:

The Provisions relating to Corporate Governance as enumerated in the Regulation 27 of SEBI (Listing obligation & disclosure requirements) Regulation, 2015 are not applicable on the Company.

Thus the report on Corporate Governance need not to be file with the Stock Exchange.

23. DISCLOSURE RELATED TO EMPLOYEES:

1. The ratio of the remuneration of each director to the median employee(s) remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are open for inspection at the Administrative Office of the Company in terms of the first proviso of Section 136 (1) of the Companies Act 2013 during the business hours. Members who are interested in obtaining such particulars may write to the Company and same will be furnished on request.

2. The provisions of Section 197 (12) and section 197(14) of the Companies Act, 2013, read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration) Rules, 2014 as amended, are not applicable to the Company.

24. LEGAL FRAMEWORK AND REPORTING STRUCTURE:

The Company would like to inform that a legal compliance tool has been installed vertically within the organization for monitoring and complying all laws applicable with the Company. This tool is being overseen and supervised by the office of the Company Secretary. Further the Company secretary has also been cast with the responsibility of providing a compliance certificate at the Board meetings held at the end of the quarters including the key non-compliances during the quarter.

25. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirements of Section 134(5) of the Companies Act, 2013, it is here by confirmed that:-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. GENERAL

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Change in share capital of the Company.

5. Change in the nature of the business of the Company.

6. Details of subsidiary, joint venture or Associates Company.

7. Voluntary Revision of Financial Statements or Boards Report.

8. Amount transfer to investor education and protection fund.

9. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

10. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

11. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

12. No fraud has been reported by the Auditors to the Audit Committee or the Board.

27. ACKNOWLEDGMENTS:

The Directors would like to express their sincere appreciation of the cooperation and assistance received from the Authorities, Readers, Bankers, Credit Rating Agencies, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, Associates as well as our Shareholders at large during the year under review.

The Directors also wish to place on record their deep sense of appreciation for the commitment, abilities and hard work of all executives, officers and staff who enabled Company to consistently deliver satisfactory and rewarding performance even in the challenging economic conditions.