GKB Ophthalmics Ltd Management Discussions.

CAUTIONARY STATEMENT:

Certain statements made in this Management Discussion and Analysis Report describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from such expectation whether express or implied. Several factors that could make significant impact on the companys operations include global and domestic demand and supply conditions, input availability and prices, changes in Government regulations, tax laws, economic developments within the country and other factors.

i) Industry Structure and Developments:

In the past all Ophthalmic lenses were made of glass which were mineral lenses. They were single vision glass lenses. Subsequently, bifocal and progressive glass lenses were introduced. Glass lenses have now been replaced by plastic lenses. They are in fact organic lenses made by polymerisation of chemical mixtures consisting mainly of monomer mixed with a initiator. Now, new variants have been introduced by the Industry such as Hi- Index lenses, which are thinner and lighter in nature.

A large section of the population in India, requires vision correction and it is not readily available to them at convenient places and at affordable rates. With the increase in awareness, education and medical services, there is a big scope for increase in demand of lenses. There is an urgent need to promote investment in eye care industry.

ii) Opportunities and Threats:

There is growing demand for spectacles in developing and under developed countries. However, in the developed countries, the demand has slowed down due to economic conditions prevailing in the Western World.

China is biggest player in Ophthalmic Lens Industry and we are still awaiting the labour reforms to have a level playing field. China has advantage of economies of scale, but India is fast picking up and competing with China.

iii) Segment wise or Product wise Performance :

The Company deals with manufacture of glass in a limited way and mainly in plastic lenses both semi-finished and finished forms.

iv) Outlook :

Presently, the company manufactures 18,000 pieces per day of plastic lenses. The production of plastic lenses is expected to increase to 25,000 pieces per day by the end of the current financial year. The increase in capacity will give us the advantage of economies of scale by bringing down the costs.

During the period from April 01, 2018 to May 29, 2018, the Company has posted a turnover of Rs. 630.00 lakhs and the improved trend is expected to continue. The Company is expected to make a turnaround during the current financial year. The expected sales during this financial year is Rs. 4,000.00 lakhs.

The Company is in the process of incorporating a new Joint Venture by the name GSV Ophthalmics Private Limited, with SOMO Vision Co. Ltd., South Korea, in which the Company will hold 50.01% Equity Shares and SOMO Vision Co., Ltd., will hold 30% shares and the remaining by other investors, for manufacture and sale of Hi-Index lenses.

The existing Plant and Machinery of SOMO Group manufacturing Hi-Index lenses will be relocated from South Korea to India and their staff will train our staff to use the machines.

v) Risks and Concerns:

We do not foresee any risks, except for foreign exchange fluctuations. Since the Company also depends on exports, the economic situation in exporting countries is likely to affect the performance of the Company.

vi) Internal Control Systems and their Adequacy:

The Company has developed adequate Internal Control Systems, commensurate to its size and business, which are aimed at achieving efficiency in operations, effective monitoring and optimum utilisation of resources. The Internal Audit is carried out by a firm of Independent Chartered Accountants, along with CFO of the Company. The reports of the Internal Auditors are periodically reviewed by the Audit Committee.

vii) Discussion on Financial Performance with respect to Operational Performance :

There was a net loss of Rs. 265.42 lakhs for the year 2017-18, compared to a net profit of Rs. 63.23 lakhs, during the corresponding previous year. The total sale of lenses has reduced from Rs. 4,067.60 lakhs to Rs. 3,743.28 lakhs, due to drastic drop in sales of glass lenses, which has been partly made up by manufacturing plastic lenses.

viii) Material Developments in Human Resources/Industrial Relations front, including number of people employed :

The Ophthalmic lens industry is labour intensive. Labour relations have been cordial with no interruption of manufacturing activities. The total number of permanent employees of the company as on March 31, 2018, was 195, out of which 169 employees are working for more than 10 years.

REPORT ON CORPORATE GOVERNANCE

1. COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

The Companys philosophy on Corporate Governance is to attain high level of transparency and accountability in the functioning of the Company and in its relationship with employees, shareholders, creditors, lenders and ensuring sound Corporate Governance practices. The Company also believes that its systems and procedures will enhance Corporate performance and maximise shareholders value in the long term.

A Report on compliance with the principles of Corporate Governance as prescribed in Chapter IV read with Schedule V (C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations), is given below:-

This report on Corporate Governance is as on March 31, 2018.

2. BOARD OF DIRECTORS

a) Composition of Board

The Composition of the Board is in conformity in terms of Listing Regulations. The Board of Directors comprises of nine members, out of which seven are Non-Executive. There are five Independent Directors including one Woman Director. There are two Executive Directors including the Managing Director and more than half of the Board comprises of Independent Directors .

The Composition of the Board and other relevant details are given below:-

Name of the Director DIN Category No. of Board Meetings Attended Whether attended the last AGM Number of equity shares held
Mr. K. G. Gupta 00051863 Managing Director, Promoter & Executive 4 Yes 8,00,024
Mr. K. M. Gupta 1 00512135 Promoter & Non-Executive 0 No 3,28,207
Mr. Vikram Gupta 00052019 Promoter & Non-Executive 1 No 3,73,105
Mr. Gaurav Gupta 00051974 Promoter & Non-Executive 4 Yes 3,57,966
Mr. Anil Palekar 01987078 Independent & Non-Executive 5 Yes -
Mr. Sadashiv Shet 02227102 Independent & Non-Executive 5 Yes

Mr. Joseph A. A. DCosta 03489392 Independent & Non-Executive 4 Yes -
Mr.Christopher Hickman 06574204 Independent & Non-Executive 2 No -
Mrs. Shashi Kumar Katreddi 07139250 Independent & Non-Executive 4 Yes -
Mr. Prakash V. Joshi 2 00051906 Executive Director 2 N.A. 1,200

1 upto August 09, 2017

2 w.e.f. September 23, 2017

Mr. Sadashiv Shet is a Non-Executive, Chairman in Kore Foods Limited. He is also the Chairman of Audit Committee and Stakeholders Relationship Committee and a member of Nomination and Remuneration Committee in Kore Foods Limited. None of the other Directors hold membership or chairmanship in any other Company.

Last AGM was held on September 23, 2017.

b) Number of Board Meetings held and dates on which held.

Five Board Meetings were held during the year under review. They were held on May 29, 2017; August 10, 2017; September 23, 2017; December 11, 2017 and February 08, 2018.

The maximum gap between two Board Meetings held during the year was not more than120 days.

Mr. K. G. Gupta is the father of Mr. Vikram Gupta and Mr. Gaurav Gupta. None of the other Directors have any relationship interse.

c) Independent Directors.

Independent Directors appointment by the Company fulfills the conditions of Independence as per Regulation 25 of Listing Regulations and provisions of Section 149(6) of the Companies Act, 2013. The independent Directors have been appointed for a fixed tenure of five years from their respective dates of appointment. Their appointment has been approved by the Members of the Company at the Annual General Meeting held on September 26, 2015.

Appointment of Independent Directors is formalised by issuing Letter of Appointment setting out terms and conditions of appointment in the manner as required under Regulation 46(2)(b) of the Listing Regulations provided in the Companies Act, 2013 and the same is placed on website of our Company, www.gkb.net .

d) Familiarization programmes imparted to Independent Directors.

Whenever new Non-Executive and Independent Directors are inducted in the Board, they are familiarized with Companys culture through appropriate orientation sessions, presentations and programmes. Factory visits are also arranged. They are also familiarized with organizational structure, business of the Company, constitution, Board procedures, major risks, management strategy and products manufactured. Details of such familiarisation programme are displayed on the website of the Company www.gkb.net and web link thereto(http://gkb.net/en/wp-content/uploads/Accounts/Familiarisation-Programme-for-Independent-Directors.pdf

3. AUDIT COMMITTEE

a) Composition.

The Composition of the Audit Committee is in compliance with Regulation 18 of Listing Regulations. The Audit Committee comprises of four Non-Executive Independent Directors and one Non-Executive Promoter Director. Mr. Sadashiv Shet is the Chairman of the Audit Committee. All these Directors possess knowledge of Corporate Finance, Accounts and Company Law. Mr. Noel da Silva, CFO and Company Secretary, acts as the Secretary of the Committee.

The Managing Director, Internal Auditors, Statutory Auditors, Executives of Accounts and Finance Department are the permanent invitees to the Audit Committee meetings.

b) The terms of reference include:-

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 3 4 5 6 7

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Reviewing with the management, the annual financial statement before submission to the board for approval.

4. Reviewing with the management, the quarterly financial statement before submission to the board for approval.

5. Reviewing and monitoring auditors independence and performance and effectiveness of audit process.

6. Evaluation of internal financial controls and risk management systems.

7. Scrutiny of inter corporate loans and investments.

c) Meetings and Attendance during the year.

Six meetings were held on May 29, 2017; July 24, 2017; August 10, 2017; December 11, 2017; February 08, 2018 and March 27, 2018.

The names of the members of the Committee and their attendance are as follows:

Name Category Designation No. of Meetings attended
Mr. Sadashiv Shet Independent & Non-Executive Chairman 6
Mr. Gaurav Gupta Promoter & Non-Executive Member 3
Mr. Anil Palekar Independent & Non-Executive Member 6
Mr. Joseph A. A. DCosta Independent & Non-Executive Member 5
Mr. Christopher Hickman Independent & Non-Executive Member 3

4. NOMINATION AND REMUNERATION COMMITTEE

a) Terms of reference.

The Remuneration Committee has been constituted to recommend/review the remuneration of the Managing Director and Whole Time Directors, if any, based inter alia on their experience, qualifications, individual and company performance and comparable industry practices.

b) The Nomination and Remuneration Committee is constituted in terms of Regulations 19(1) and (2) of Listing Regulations and in terms of Section 178 of the Companies Act, 2013.

c) Composition.

Name of the Director Category Designation No. of Meetings attended
Mr. Anil Palekar Independent & Non-Executive Chairman 3
Mr. Sadashiv Shet Independent & Non-Executive Member 3
Mr. Joseph A. A. DCosta Independent & Non-Executive Member 3

Three meetings were held on September 23, 2017; February 08, 2018 and March 27, 2018.

d) Performance Evaluation of Independent Directors.

In terms of Regulations 17 (10) of Listing Regulations, the performance evaluation of Independent Directors was done by the entire Board (excluding the Director being evaluated). A detailed questionnaire was circulated to all the Independent Directors and written answers were received on a confidential basis.

The parameters considered were promoting objectives of the Company for the benefit of its members as a whole and in the best interest of the Company, its employees, the community and for the protection of the environment, fulfilling the key responsibilities by exercising reasonable care, skill, diligence and independent judgement, level of engagement/ contribution in decision making, interpersonal relationship, attendance, quality time spent for Board Meetings and leadership and commitment of Directors.

5. REMUNERATION POLICY OF DIRECTORS

Company has formulated Remuneration Policy relating to remuneration of Directors and Key Managerial Personnel. Brief highlights of the Policy is given below:

REMUNERATION POLICY FOR MANAGING DIRECTOR/WHOLE TIME DIRECTOR/KEY MANAGERIAL

PERSONNEL.

1) Remuneration to Managing Director / Whole Time Director or Manager:

The Nomination and Remuneration Committee shall make recommendations to the Board of Directors regarding the remuneration and perquisites payable to the Managing Director, Whole Time Director or Manager.

The remuneration and perquisites payable to the Managing Director, Whole Time Director or Manager shall be governed by the provisions of Section 197 and Schedule V and other applicable provisions of the Companies Act, 2013 and with rules in force, subject to the approval of the members by way of a suitable resolution at the next General Meeting of the Company and by the Central Government in case such appointment is at variance to the conditions specified in that Schedule.

2) Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. Provided that the amount of such fees shall not exceed Rupees one lakh per meeting of the Board or Committee thereof. For Independent Directors and Woman Directors, the sitting fees shall not be less than sitting fees to other Directors.

b) Other criteria of making payment to non-executive directors has been disseminated on Companys website www.gkb.net .

c) Details of remuneration paid to all the Directors.

The Non-Executive Directors are paid sitting fees for attending the Board/ Committee Meetings and the payment is based on the number of meetings attended by them. Non - Executive Directors have not been paid any other fees or compensation.

Remuneration paid to Managing Director, sitting fees paid to Non-Executive Directors during the year 2017-18 are as under :

Name of the Director Salary Benefits Sitting Fees Total
Rs. Rs. Rs. Rs.
Mr. K.G. Gupta 30,00,000* 11,77,081 41,77,081
Mr. K. M. Gupta
Mr. Vikram Gupta 20,000 20,000
Mr. Gaurav Gupta 1,00,000 1,00,000
Mr. Anil Palekar 1,50,000 1,50,000
Mr. Sadashiv Shet 1,50,000 1,50,000
Mr. Joseph A. A. DCosta 1,30,000 1,30,000
Mr. Christopher Hickman 60,000 60,000
Mrs. Shashi K. Katreddi 90,000 90,000
Mr. Prakash Joshi 3,00,000 1,50,000 4,50,000

* fixed component.

Minimum Remuneration paid to the Managing Director. No commission or bonus or incentive pay was paid during the year 2017-18 as the Company did not make profit.

Mr. K. G. Gupta Service Contract : April 01, 2018 to March 31, 2021
Notice Period : 3 months
Severance fee : Not applicable

6. STAKEHOLDERS RELATIONSHIP COMMITTEE

This committee is being constituted under Section 178(5) of the Companies Act, 2013 and in terms of Regulation 20 of Listing Regulations.

a) Meetings and Attendance during the year.

During the year four meetings of the Committee were held on June 19, 2017; September 23, 2017; December 11, 2017 and March 27, 2018.

The names of the members of the Committee and their attendance are as follows:

Name of the Director Category Designation No. of Meetings attended
Mr. K. M. Gupta * Promoter & Non Executive Member 0
Mr. Gaurav Gupta Promoter & Non Executive Chairman 3
Mr. Vikram Gupta Promoter & Non Executive Member 1
Mrs. Shashi K. Katreddi Independent & Non Executive Member 4

* Mr. K. M. Gupta resigned on August 09, 2017 and Mr. Gaurav Gupta was appointed as Chairman of the Committee w.e.f. August 10, 2017.

b) Compliance Officer :
Mr. Noel da Silva, CFO and Company Secretary GKB Ophthalmics Ltd. 16-A, Tivim Industrial Estate Mapusa, Goa - 403 526 Phone : (0832) 6653225 (D) E-mail : noel.dasilva@gkb.net

c) During the year under review, no complaints have been received from shareholders.

Code of Conduct for Prevention of Insider Trading

The Company has formulated Code of Practices and Procedures for Fair Disclosure of unpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading for its designated employees in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down the procedures to be followed and disclosures to be made by designated employees while dealing with shares of the Company.

The Company has appointed Mr. Noel da Silva, CFO & Company Secretary as the Compliance Officer under the Code to deal with dissemination of unpublished price sensitive information and for complying with the Regulations.

7. GENERAL BODY MEETINGS

The last three Annual General Meetings of the Company were held at the Conference Room, GKB Ophthalmics Limited, 16-A, Tivim Industrial Estate, Mapusa, Goa, as under :

Financial Year Date & Time Special Resolutions passed
2014-2015 September 26, 2015 11.00 A.M. 1. Re-appointment of Mr. K. G. Gupta (DIN : 00051863) as Managing Director.
2 Re-appointment of Mr. Anil Palekar (DIN: 01987078) as an Independent Director.
3. Re-appointment of Mr. Sadashiv Shet (DIN: 02227102) as an Independent Director
4. Amendment to Articles of Association as per Companies Act, 2013.
2015-16 September 24, 2016 11.00 A.M. Adoption of new set of Articles of Association in form Table "F"
2016-17 September 23, 2017, 11.00 A.M. None

Details of Special Resolution and Ordinary Resolution passed during the year by Postal Ballot:

During the year under review, the Company had sought the approval of the members by way of :

a) Special Resolution - Reclassification of members from Promoter and Promoter Group category to Public shareholders under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. ("Listing Regulations")

b) Ordinary Resolution - Determination of fee for service of documents to the members of the Company under Section 20 of Companies Act, 2013.

The details of which are given below :

Date of Postal Ballot Notice : December 11, 2017
Voting Period : December 29, 2017 to January 27, 2018
Date of declaration of results : January 29, 2018
Date of approval : January 29, 2018

Mr. Shivaram Bhat, Practicing Company Secretary, was appointed by the Board at its meeting held on December 11, 2017, as the Scrutinizer to conduct the Postal Ballot exercise in a fair and transparent manner.

The details of the voting pattern are as under :

Resolution Nature of Resolution No of valid votes cast

Votes cast in favour

Votes cast in against

No. of invalid votes cast
No. of votes % No. of votes %
Reclassification of members from Promoter and Promoter Group category to Public Special Resolution 22,52,880 22,52,880 100 0 0 0
Determination of fee for service of documents to the members of the Company under Section 20 of Companies Act, 2013. Ordinary Resolution 22,52,880 22,52,880 100 0 0 0

At present, the Company has not proposed any Special Resolution to be passed by Postal Ballot.

Procedure for Postal Ballot :

Postal Ballot is conducted by the Company, pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, which also includes voting by electronic means (e-voting)

For this purpose, the Board of Directors of the Company appoint a Scrutinizer, to conduct the Postal Ballot process and remote e- voting in a fair and transparent manner.

The Postal Ballot Notice, together with the resolutions and Explanatory Statement under Section 102 of the Companies Act, 2013, is sent to all the members whose names appear in the List of Members as on the record date.

Notices are dispatched by Courier/ Registered and Speed post together with Postal ballot forms, self-addressed, pre-paid postage, Business Reply Envelope or through electronic means.

The Notice is also given to the Directors, Auditors and the Secretarial Auditor of the Company. The Notice is also placed on the website of the Company.

The Company publishes the Notice in the Newspapers, giving details about the Postal Ballot as per the requirements of the Companies Act, 2013.

The members are provided an option to exercise their vote either electronically by clicking on Yes/No or by way of Postal Ballot by putting a tick mark in the column provided for assent or dissent.

The voting rights of the members are in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off- date (record date).

After due scrutiny of all Postal Ballot forms/e-votes, the Scrutinizer submits his report . Based on the Scrutinizers report, the Chairman declares the results of the Postal Ballot.

The results are then intimated to the Stock Exchanges and are published on the website of the Company at www.gkb.net .

The date of declaration of results, is the date of passing of the resolution.

8. MEANS OF COMMUNICATION

Quarterly results are published in The Financial Express and Gomantak (Marathi edition) and promptly submitted to the Stock Exchanges for display on their respective websites. The results are also displayed on Companys website, www.gkb.net , which also displays official news releases. No presentations were made to institutional investors or to the analysts during the year.

9. GENERAL SHAREHOLDER INFORMATION

i 36th Annual General
Meeting
Date August 27, 2018
Time 1 1.00 A . M.
Venue Conference Room
GKB Ophthalmics Limited
16-A, Tivim Industrial Estate, Mapusa - Goa 403 526
ii Financial Year The financial year of the Company is from April 1st to March 31st.
iii Date of Book closure Book Closure is from Thursday, August 16, 2018 to Monday August 27, 2018
iv Dividend payment date No dividend is proposed
v Listing on Stock Exchanges BSE Ltd. (BSE)
25th Floor, Phiroze Jeejubhoy Towers, Dalal Street Mumbai - 400 001
Phone : 91 -22-227 21233/4 Fax : 91-22-22721919
Calcutta Stock Exchange Ltd. (CSE)
7, Lyons Range Kolkata 700001.
Phones: (033) 4025 3000 FAX: (033) 2210 4500, 4025 3030.
Fees Annual Listing fees have been paid to Bombay and Calcutta Stock Exchanges for the year 2018-19.
vi Stock Code BSE 533212
CSE 017097
ISIN NUMBER INE 265 D01015

vii. Market Price Data

High, Low during each month in the last financial year

In Rs.

BSE

Month

Equity Shares

High Low
April, 2017 153.25 131.20
May, 2017 152.90 123.25
June, 2017 164.00 128.30
July, 2017 154.00 116.20
August, 2017 144.90 109.45
September, 2017 146.50 108.25
October, 2017 165.95 115.15
November, 2017 140.00 115.00
December, 2017 139.50 108.00
January, 2018 153.90 105.60
February, 2018 126.00 105.00
March, 2018 124.35 96.00

viii. Share Registrars & Transfer Agents SHAREX DYNAMIC (INDIA) PVT. LTD.,

Unit -1, Luthra Industrial Premises, Safed Pool, Andheri - Kurla Road,

Andheri (E) , Mumbai - 400 072.

Phone: +9122 28515606/28515644. Fax : +91 22 2851 2885

Email : sharexindia@vsnl.com Web : www.sharexindia.com

ix. Share Transfer System

The Company has retained Sharex Dynamic (India) Pvt. Ltd, Mumbai, to carry out the transfer related activities. Authorised Personnel are approving the transfer on periodical basis. All valid transfers are effected within stipulated time. Share Certificates received at the Registered Office are also sent to Registrar and Transfer Agents for doing the needful.

x. Distribution of Shareholding

The distribution of shareholding as on March 31, 2018 is as under:

Range

Shareholders

Total Amount

Rs. Number % to Total Nos Rs. % to Total Amount
Upto 5,000 934 82.29 13,91,960.00 3.35
5,001 to 10,000 84 7.40 6,99,980.00 1.69
10,001 to 20,000 41 3.61 6,13,870.00 1.48
20,001 to 30,000 17 1.50 4,32,670.00 1.04
30,001 to 40,000 12 1.06 4,36,760.00 1.05
40,001 to 50,000 2 0.18 96,860.00 0.23
50,001 to 1,00,000 9 0.79 6,27,000.00 1.51
1,00,001 and above 36 3.17 372,36,700.00 89.65
Total 1,135 100.00 415,35,800.00 100.00

xi. The categories of shareholding as on March 31, 2018 are as under:

Category No of Shares held Percentage (%)
Indian Promoters 22,46,344 54.08
Banks, Financial Institutions & Insurance Companies 19,600 0.47
Private Corporate Bodies 3,12,909 7.53
Indian Public 14,19,706 34.18
Others (a) NRI/OCB 4,826 0.12
(b) CLR 1,50,195 3.62
TOTAL 41,53,580 100.00

xii. Dematerialization of shares and liquidity :

98.30% of the Companys equity shares were dematerialised and the shares are traded on the BSE.

xiii. Address for correspondence and Plant Locations :

Address for correspondence : Plant Locations :
GKB Ophthalmics Limited 16-A - Unit I
16-A, Tivim Industrial Estate. Mapusa - Goa 403 526 D2-14, 18 & 19 - Unit II
Phone : +91 832 2257253/6714444 16 C & D - Unit III
Fax : + 91 832 2257044 Tivim Industrial Estate
Email : gkbophthalmics@gkb.net Mapusa - Goa 403526

10. OTHER DISCLOSURES

a) Related Party Transactions.

All transactions entered into with related parties pursuant to section 188 of the Companies Act, 2013 and Regulation 23 of Listing Regulations, during the year were at arms length price basis and in ordinary course of business. These transactions have been approved by the Audit Committee.

The Company has formulated a policy on materiality of related party transactions and on dealing with related party transactions in terms of Regulation 23(1) of Listing Regulations. The Board of Directors of the Company has approved and adopted a policy on related party transactions and the same has been uploaded on Companys website (http://gkb.net/en/wp-content/uploads/Accounts/Related -party-transactions-policy.pdf)

The Company has not entered into any transactions of material nature with the related parties viz. its promoters, the directors or the management or their subsidiaries or relatives during the year that have potential conflicts with the interest of the Company.

Suitable accounting disclosures have been made in note 39 to the financial statements.

b) Statutory Compliance.

There were no instances of non-compliance by the Company, no penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

c) Establishment of Vigil Mechanisim

The Audit committee has set up a vigil mechanism for directors and employees. It provides for a formal mechanism to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct, without fear of reprisal. It also provide for direct access to various Authorities including the Chairman of the Audit Committee. It is hereby affirmed that no personnel has been denied access to the Audit Committee.

d) Compliance with mandatory requirements:

i) A certificate from the Chief Executive Officer/Managing Director and Chief Financial Officer on the financial statements of the Company was placed before the Board in Terms of Regulation 17(8) as specified in Part B of Schedule II of Listing Regulations. All other mandatory requirements have been duly complied with, to the extent applicable.

ii) The Company has partially adopted the non mandatory requirements

e) The policy for determining material subsidiaries is disclosed on Companys website. The web link for the same is (http://gkb.net/en/wp-content/uploads/Accounts/Policy- for-Determining-Material-Subsidiary.pdf)

f) The policy on dealing with related party transactions is available on Companys website. The weblink is (http://gkb.net/en/wp-content/uploads/Accounts/Related- party-transactions-policy.pdf)

11. NON COMPLIANCE WITH REQUIREMENTS OF CORPORATE GOVERNANCE

The Company has complied with all the requirements of the Corporate Governance Report of sub paras (2) to (10) of Part C, Schedule V of Listing Regulations.

12. ADOPTION OF NON MANDATORY REQUIREMENTS AS SEPCIFIED IN PART E OF SCHEDULE II OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

a) There are no audit qualifications in the Auditors Report.

b) Other non-mandatory requirements shall be adopted as and when considered appropriate.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

We Mr. K. G. Gupta, Managing Director and Mr. Noel da Silva, Chief Financial Officer of GKB Ophthalmics Limited ("the Company") hereby certify that :

A) We have reviewed the financial statements and the cash flow statement of GKB Ophthalmics Limited for the year ended March 31, 2018 and that to the best of our knowledge and belief, we state that ;

1) These statements do not contain any materially untrue statement or omit any material fact or contain statements that may be misleading.

2) These statements present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(B) There are, to be the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the Companys code of conduct.

(C) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps taken or proposed to be taken to rectify these deficiencies.

(D) We have indicated to the Auditors and the Audit Committee:

(1) Significant changes in internal control over financial reporting during the year and that the same have been disclosed in the notes to the financial statements;

(2) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(3) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

K. G. Gupta Noel da Silva
Managing Director Chief Financial Officer
Place : Mapusa, Goa
Date : May 30, 2018