Emgee Cables & Communication Ltd Directors Report.

To,

The Members,

Emgee Cables and Communications Limited

The Board of Directors hereby submit the report of the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2017.

1. FINANCIAL SUMMARY

The Companys financial performance for the year alongwith previous years figures are given hereunder:

(Amount in Rs.)
Particulars F.Y. 2016-17 F.Y. 2015-16
Total Income 1,755,313,152/- 1,470,813,698/-
Total Expenditure 1,743,060,683/- 1,460,678,577/-
Profit before taxes 12,309,912/- 10,135,121/-
Less: Taxation 4,471,203/- 3,894,210/-
Deferred Tax 363,016/- 43,958/-
Profit after Taxes 7,475,693/- 6,196,953/-

2. PERFORMANCE REVIEW

The company is mainly engaged in the business of Manufacturing and Trading of wires and cables. The Net receipts from Operations during the year under review were Rs. 1,755,313,152/- as against Rs. 1,470,813,698/- in the previous year. The profit after tax is Rs. 7,475,693/-as against Rs. 6,196,953/- in the previous year.

3. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/ STATE OF COMPANYS AFFAIRS

The Directors are hopeful about achieving better performance in future especially in view of internet and broadband penetration. The Company is now focusing more on export business and got approvals from large manufacturers in Europe. The Company also looking to upgrade/increase its capacity, for this the Company has installed new Plant & Machineries.

4. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended 31st March, 2017, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

5. DIVIDEND

The Board of directors in their meeting held on 30th May 2017 recommended a Dividend of Rs. 0.467/- (8% Preference share of Rs. 10/- each) on 15,00,000 Preference Shares on pro-rate basis.

Further, in view of the Directors consideration to conserve the profits for future expansion, your Directors do not recommend payment of any dividend for the year ended March 31, 2017 on Equity Shares.

6. RESERVES

During the financial year 2016-17 the company has not proposed any amount to carry to the general reserve. The Company has transferred Rs. 50,00,000/- to Capital redemption Reserve.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this Report.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2017.

9. SHARE CAPITAL

The Authorised Share Capital of the Company was Rs. 10,00,00,000/- (Rupees Ten Crore Only)divided into 70,00,000 (Seventy Lac) equity shares of Rs. 10/- (Rupees Ten Only) each and 30,00,000 (Thirty Lac) preference shares of Rs. 10/- (Rupees Ten Only) each.

10. PREFERENTIAL ISSUE OF 15,00,000 (Fifteen Lacs) PREFERENCE SHARES TO PROMOTERS :

During the Financial year 2016-17, the Board of Directors of the Company at its meeting held on 30th August 2016 subsequent to the approval of the share holders through Postal Ballot which concluded on 27th January, 2016 allotted 15,00,000 (Fifteen Lacs) 8% Cumulative Redeemable Preference Shares of Rs. 10/- each at par to Promoters on Preferential basis.

11. MANAGEMENT AND BOARD OF DIRECTORS

Mrs. Anuradha Choudhari (DIN-06794396), Non Executive Promoter Director , on recommendation of Nomination and Remuneration Committee and approval of the shareholders of the company in the 29th Annual General Meeting (AGM), held on 30th September, 2016 was designated as Whole Time Director of the Company w.e.f. 1st June , 2016 to 31st May, 2019, liable to retire by rotation.

Mr. Narayan Modi (DIN-06930593) was appointed as an Additional Independent director on the Board of the Company w.e.f. 01st May, 2016 and re-appointed as an Independent Director not liable to retire by rotation to hold office for a term up to 30th April, 2021 in the 29th AGM held on 30th September, 2016.

Mr. Akhilesh Poddar (DIN-05117029) was appointed as an Additional Independent Director on the Board of the Company w.e.f. 29th July, 2016, and reappointed as an Independent Director not liable to retire by rotation to hold office for a Term up to 28th July, 2021 in the 29th AGM held on 30th September, 2016.

Mr. Shripal Choudhari (DIN -00403872) Managing director and CEO of the Company, on recommendation of Nomination and Remuneration Committee was re-appointed as Managing director and designated as Managing director and CEO of the Company w.e.f. 01st June, 2017 to 31st May, 2020, liable to retire by rotation, subject to the shareholders holders approval on the terms and conditions as mentioned in the resolution in the Notice of 30th AGM.

Mrs. Anuradha Choudhari (DIN-06794396) Promoter & Whole Time Director of the Company whose period is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, retires by rotation in the ensuing AGM and being eligible seeks re-appointment.

The details of Directors being recommended for re-appointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Schedule V of the Companies Act, 2013 and the relevant provisions of the Secretarial Standard on General Meeting are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Appropriate resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Administrative Office of the Company at T-16, 3rd Floor, Alankar Plaza, Central Spine, Vidhyadhar, Jaipur (Rajasthan). During the financial year 2016-2017, the Board of Directors of the Company, met 06 (Six) times on 30th May , 2016, 29th July, 2016, 22nd August, 2016, 30th August, 2016, 11th November, 2016, 10th February, 2017.

13. DECLARATION BY INDEPENDENT DIRECTOR

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

14. FORMAL ANNUAL EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation Framework.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation all the directors and the board as a whole was conducted based on the criteria and framework adopted by the Board.

The following criteria assist in determining how effective the performances of the Directors/KMPs/Senior officials have been:

• Leadership & stewardship abilities;

• Contributing to clearly define corporate objectives & plans;

• Communication of expectations & concerns clearly with subordinates;

• obtain adequate, relevant & timely information from external sources;

• review & approval achievement of strategic and operational plans, objectives, budgets;

• regular monitoring of corporate results against projections ;

• identify, monitor & mitigate significant corporate risks ;

• assess policies, structures & procedures ;

• direct, monitor & evaluate KMPs, senior officials ;

• review managements succession plan ;

• effective meetings ;

• assuring appropriate board size, composition, independence, structure ;

• clearly defining roles & monitoring activities of committees;

• review of corporations ethical conduct.

At the conclusion of the evaluation exercise, the Members of the Board assessed that the Board as a whole together with each of its Committees was working effectively in performance of its key functions. The peer review concluded on the note that each of the individual directors was performing efficiently and effectively contributing to a well performing Board and shared a common vision to turning organization goals into reality.

15. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company adopted a policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee.

The primary objective of the Policy is to provide a framework and set standards for the nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management. The Nomination and Remuneration Policy is furnished in Annexure-1 and forms part of this report.

16. PARTICULARS OF EMPLOYEES

Details pursuant to section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as ANNEXURE - 2.

17. AUDITORS AND AUDITORS REPORT

1) STATUTORY AUDITORS

The Companies Act, 2013 (‘The Act) was notified effective April 1, 2014. Section 139 of the Act lays down the criteria for appointment and mandatory rotation of statutory auditors. Pursuant to section 139 of the act and the rules made thereunder, it is mandatory to rotate the statutory auditors on the completion of two terms of five consecutive years. The rules also lay down the transitional period that can be served by the existing Auditors depending on the number of consecutive years for which an audit firm has been functioning as auditor in the same company. The incumbent Auditors "M/s P.S.D. & Associates," Chartered accountants (Firm Registration No. 004501C) have served the Company for over 10 years before the Act was notified and will be completing the maximum no.. of Transitional period (Three Years) at the ensuing 30th AGM. The Audit committee of the company has proposed and on 30th May 2017 the board has recommended the appointment of "M/s Parakh & Co., Chartered Accountants (Firm Registration No. 001475C), Jaipur as the statutory Auditors of the Companies after receiving consent letter and peer review certificate from "M/s Parakh & Co., Chartered Accountants". The firm will hold office for a period of five consecutive years from the conclusion of the 30th Annual General Meeting of the Company till the Conclusion of 35th Annual General Meeting to be held in 2022 subject to ratification by shareholders at every Annual General Meeting. The First year of audit will be of the financial statements for the year ending March 31, 2018, which will include the audit of the quarterly Financial results.

The Auditors Report to the shareholders for the Financial Year 2016-17 given by M/s P.S.D. & Associates, Chartered Accountants, Jaipur does not contain any observation and qualification. The Auditors Report for the financial year ended 31st March, 2017 is self-explanatory and does not call for any further comments. No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

M/s Parakh & Co., Chartered Accountants (Firm Registration No. 001475C), Jaipur are proposed to be appointed as Statutory Auditors in place of retiring Auditors M/s P.S.D. & Associates, Chartered Accountants, Jaipur, and shall hold office from the conclusion of this Annual General Meeting till the conclusion of the 35th Annual General Meeting subject to ratification of the appointment by the members of the Company at every Annual General Meeting held after this Annual General Meeting.

The Company has received letter from M/s Parakh & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act. Accordingly the Board of Directors have recommended the appointment as statutory Auditors on a remuneration to be decided by the board.

2) COST AUDITORS

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s. Bikram Jain & Associates, Cost Accountants, Jaipur (FRN. 101610) were appointed as the cost auditors to conduct the audit of cost records of your company for the year ending 31st March, 2017. They gave their consent and eligibility certificate confirming they are not disqualified.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Bikram Jain & Associates, Cost Accountants have been re-appointed as cost auditors to conduct the audit of cost records of your company for the Financial Year 2017-18. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to cost auditors is being sought at the ensuing Annual General Meeting.

Cost Auditors Report

The Audit Report of the cost accounts of the Company for the year ended March 31st, 2017, will be submitted with the Central Government in due course.

3) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s V. M. & Associates, Company Secretaries in Practice, Jaipur (FRN:P1984RJ039200) were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the financial year 2016-17. They gave their consent and eligibility certificate confirming they are not disqualified.

The Board has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as the Secretarial Auditors of the Company to carry out the secretarial audit for the financial year 2017-18.

Secretarial Audit Report

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE – 3. The Secretarial Auditors Report for the financial year ended 2016- 2017 is self-explanatory and does not call for any further comments.

4) INTERNAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s OM Agarwal & Co. , Chartered Accountant , Jaipur (FRN: 000971C) were appointed as the Internal Auditor of the Company to carry out the Internal Audit for the financial year 2016-17.

The Board has re-appointed M/s Om Agarwal & Co. , Chartered Accountant , Jaipur as the Internal Auditor of the Company to carry out the Internal audit for the financial year 2017-18.

Internal Audit Report

The Internal Audit report for the financial year ended 31st March, 2017 is free from any qualification and self explanatory.

18. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, comprises of three (3) members as on 31st March, 2017, namely Shri Naresh Kumar Jain, Independent Non-Executive Director, Mr. Narayan Modi, Independent Non-Executive Director and Shri Akhilesh Poddar, Non-Independent Non-Director.

Shri Naresh Kumar Jain, an Independent Director, is the Chairman of the Audit Committee.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The terms of reference of the Audit Committee are as per the governing provisions of the Companies Act, 2013 (section 177) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (specified in Part C of Schedule II).

The Role of the Audit Committee includes the following:

(1) oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

(2) recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) reviewing, with the Management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

(a) matters required to be included in the directors responsibility statement to be included in the Boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by Management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

(5) reviewing, with the Management, the quarterly financial statements before submission to the Board for approval;

(6) reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and thereport submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter;

(7) reviewing and monitoring the auditors independence and performance and effectiveness of audit process;

(8) approval or any subsequent modification of transactions of the listed entity with related parties;

(9) scrutiny of inter-corporate loans and investments;

(10) valuation of undertakings or assets of the listed entity, wherever it is necessary;

(11) evaluation of internal financial controls and risk management systems;

(12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

(14) discussion with internal auditors of any significant findings and follow up there on;

(15) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

(16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;

(17) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(18) to review the functioning of the whistle blower mechanism;

(19) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

(20) considering such other matters the Board may specify;

(21) reviewing other areas that may be brought under the purview of role of Audit Committee as specified in SEBI Regulations and the Companies Act, as and when amended.

VIGIL MECHANISM

The Company has established a Whistle Blower Policy of the Company, which also incorporates a Vigil Mechanism in terms of the SEBI(LODR) for Directors and employees commensurate to the size and the business of the company to promote ethical behaviour in all its business activities and to report concerns and unethical behavior, actual or suspected fraud or violation of our code of conduct and ethics. Under the said Mechanism, the employees are free to report violations of applicable laws and regulations and the Code of Conduct. It also provides for adequate safeguards against the victimization of persons who use such mechanism.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. Also there were no whistle blower events reported during the period under review.

19. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT – 9 forms part of the Boards Report and is annexed herewith as ANNEXURE - 4.

20. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the Company has formulated and implemented a comprehensive Code of fair Disclosures for Prevention of Insider Trading by its management and employees. The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of Emgee. The code is available on the website of the Company www.emgeecables.com

21. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time. The Company makes consistent efforts to acquaint the Board with the overall business performance covering all Business verticals, by way of presenting specific performance of Plant (based on predefined factory rating parameters), Product Category and Corporate Function from time to time. The entire Board including Independent Directors has access to Product Heads/ Factory Heads and other commercial/ technical staff, wherever required for informed decision making. Detailed agenda are sent well in advance to all the Directors in order for the Board to perform its function and fulfill its role effectively.

22. RISK MANAGEMENT POLICY

Emgee understands controlling risks through a formal programme is necessary for the well-being of the Company. To this end, the Board identifies the risks impacting the business and formulate strategies/ policies aimed at risk mitigation as part of risk management.

The Board of Directors has also adopted a formal Risk Management policy for the Company whereby, risks are broadly categorized into Liquidity Risk, Funding Risk, Time Risk, Call Risk, and Interest Rate Risk, outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to business objectives.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The details in respect of Internal Financial Control Systems and their Adequacy are included in the Management Discussion and Analysis which form part of this report.

24. FIXED DEPOSITS

In the beginning of the Financial Year 2016-17, there were no deposits lying with the company and further it is clarified that no money have been received which fall under the category of Deposits during the Financial Year 2016-17.

25. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186

During the financial year under review, there were no loans/guarantee given and/or security provided, neither any investments were made by the Company.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered during the financial year are done in the ordinary course of business and on arms length basis. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC-2. Annexure -5 to this report. The policy on related party transaction is available on the website of the company at www.emgeecables.com

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

28. HUMAN RESOURCES

The Company recognizes the importance of Human Resource Management in realizing its growth ambitions and believes in nurturing talent within the organization to take up leadership positions. The Company believes that the development of employees is one of the most important enablers for an organization. This is being done at both individual and team levels. Sustained development of its employees, professional and personal, is the hallmark of its human resource policies. The Company is giving emphasis to upgrade the skills of its human resources in context of its new ventures in Knowledge Industry. This is in keeping with its policy of enhancing the individuals growth potential within the framework of corporate goals.

29. ENVIRONMENT & HEALTH AND SAFETY

Your Company is continuously working towards laying a strong foundation and creating a sustainable future for our Organization, our People and the Society as a whole. Here, Environment Health and Safety (EHS) management is a key pillar of our sustainable growth agenda. We are committed to lead and excel in all aspects of environmental stewardship, safety, health and social responsibility, always striving to provide safe and healthy work environment to our employees and efficient, safe and environmentally responsible products to our customers.

Emgee is committed to protecting the health and safety of everyone involved in its operations as it is committed to protecting the sustainability of the environment in which it operates. We have worked hard to put in place management systems; controls; objectives and targets; strategies; and training that uphold and honour national and international codes and standards on health, safety and environment. Whether it is policies that inculcate safe behaviour as a personal value in all our stakeholders or that prevent accidents, we have put in place mandatory compliances for all employees and contractors while on business at our sites.

Fostering a preemptive safety culture across all our assets and facilities, we also ensure energy conservation facilities at plant location. We have rain water harvesting locations including our Administrative office to maintain the balance of natural resource like water.

Your Company also provides life insurance cover, personal accident cover and robust medical and health policies to employees, workers, and channel partners against any unfortunate incident.

We strongly believe that those on the shop floor who actually execute a task are the best to judge the parameters involved for safety and welfare.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Information pertaining to conservation of energy, technology, absorption, foreign exchange earnings and outgo pursuant to section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure -6 to this report.

31. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report forms part of this Annual Report.

32. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions specified in Regulations 17 through 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V is not mandatory for the time being for Companies having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year.

The paid up Equity Share Capital of Emgee Cables and Communications Ltd. is Rs. 05.40 Crore and Net Worth is Rs. 16.39 Crore as on 31st March, 2016,

Since our Company falls in the ambit of aforesaid exemption; hence compliance with the provisions of Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not mandatory for our Company.

Consequently our Company is not required to provide separate section on Corporate Governance.

Consequently Corporate Governance Report under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not form part of the Annual Report for the Financial Year 2016-17.

33. DETAILS OF SIGNIFICANT AND MATERILA ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

34. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Risk Management and Governance Department of the Company has implemented a strong Internal Financial Controls (IFC) Framework as per the ICAI regulations and guidelines. The testing of key controls was also carried out independently by the Statutory Auditors of the Company as mandated under the provisions of the Companies Act, 2013. In the opinion of the Board, the existing internal financial controls framework is adequate and commensurate to the size and nature of the business of the Company.

35. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards 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 the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors have 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 have prepared the annual accounts on a going concern basis;

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

36. LISTING OF SHARES

Your companys shares are listed at:

1. BSE Ltd.

2. The Calcutta Stock Exchange Ltd.

And the listing fees to BSE Ltd. for the year 2017-18 had been duly paid.

37. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Local Authorities, Client, Vendors, Advisors, Consultants, Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the our Company.

To them goes the credit for the Companys achievement and to you, our shareholders we are deeply grateful for the confidence and the faith that you have always reposed in us.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
JAIPUR, MAY 30, 2017 (SHRIPAL CHOUDHARI) (ABHINAV CHOUDHARI)
MANAGING DIRECTOR & CEO DIRECTOR
DIN: 00403872 DIN: 03634672