Patel Integrated Logistics Ltd Directors Report.

To,

The Members of Patel Integrated Logistics Limited.

Your Directors have pleasure in presenting their 56th Annual Report for the year ended 31st March, 2018.

FINANCIAL RESULTS:

The standalone financial highlights of your Company are as under:

( Rs. in lakhs)
Particulars 2017-18 2016-17
Income
Revenue From Operations 42367.85 45395.15
Other Income 529.00 478.27
Total Income 42896.85 45873.42
Expenses
Operating Cost 35626.69 38318.37
Employee Benefits Expense 2848.84 2797.78
Finance Costs 720.60 816.90
Depreciation and Amortization Expense 474.68 420.56
Other Expenses 2154.62 2474.81
Total Expenses 41825.43 44828.42
Profit/(Loss) before Tax 1071.42 1045.00
Provision for Tax 248.88 257.85
Profit/(Loss) after Tax 822.54 787.15
Other comprehensive income
Item that will not be reclassified to Statement of Profit and Loss 68.58 83.62
Income tax relating to item that will not be reclassified to Statement of Profit and Loss (27.97) (38.31)
Total Other Comprehensive Income (40.61) (45.31)
Total Comprehensive Income for the year 781.93 741.84

FINANCIAL PERFORMANCE REVIEW:

During the financial year 2017-18 your Company posted on standalone basis the total comprehensive income of Rs. 7.82 cr. for the year ended March 31, 2018 as compared to Rs. 7.42 cr. for the year ended March 31, 2017. Income from operations for the year ended March 31, 2018 was Rs. 423.68 cr. as compared to Rs. 453.95 cr. for the year ended March 31, 2017. Net Worth stood at Rs. 127.44 cr. Basic and Diluted EPS was Rs. 5.03. The drop in revenue from operations was due to softening trends continued in the first quarter of year under review due to demonetization and short term lower revenue growth because of impact of implementation of GST effective in July, 2017. Despite of that the Company has made profit due to diligent decision making, effective cost reduction measures and Companys planned strategy for conducting business.

The Companys consolidated results shown marginal drop in profitability as its wholly owned subsidiary Delivrex India Limited has not yet started its operation.

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year till the date of this Report. There is no change in the nature of business during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of audited standalone financial statements of the Company and its subsidiary Company, as approved by the respective Board of Directors. The Consolidated Financial Statements together with the Auditors Report form part of this Annual Report.

INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate Affairs, vide notification dated February 16, 2015, notified the Companies (Indian Accounting Standard Rules), 2015 whereby (Indian Accounting Standards (Ind AS) became applicable to certain classes of companies in phased manner. Ind AS replaced the generally accepted accounting principles (Indian GAAP) prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the

Company from 1st April, 2017. Consequently, the financial statement has been prepared in accordance with the IND AS prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable. Beginning 1st April, 2017, the Company has for the first time adopted IND AS with a transition date of 1st April, 2016.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE:

The Company has one wholly owned subsidiary ‘Delivrex India Limited as on 31st March, 2018 having business akin and germane to the business of holding Company and there has been no change in the nature of business of wholly owned subsidiary during the year. The Company does not have any Associate or Joint Venture Company as on 31st March, 2018.

A separate statement containing the salient features of financial statements of subsidiary of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays,

Sundays and public holidays upto the date of the Annual General Meeting (‘AGM). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of the Company (www.patel-india.com).

TRANSFER TO RESERVES:

Your Company has transferred Rs. 2.00 crore to the general reserve and Rs. 2.00 crore to contingency reserve. The closing balance of General Reserve stood at Rs. 48.78 crore and Contingency Reserve stood at 6.04 crore as on 31st March, 2018. An amount of Rs. 8.23crore is carried forward in Profit and Loss.

DIVIDEND:

For the year under consideration, the Board of Directors recommended a dividend of Rs. 0.75 per share i.e. 7.5% on the equity share capital of the Company for the financial year ended March 31, 2018. The dividend payout is subject to approval members at the ensuing Annual General Meeting. The dividend payout for the year under review has been formulated after consideration of Companys long term objectives of growth and also for conservation of resources for diversification.

OPERATIONS AND FUTURE OUTLOOK:

Your Company has strategic plans for its express business and warehousing divisions to make our organization diversified and profitable venture in the years to come.

Your Company has acquired land of 2.20 acres for Warehouse at Bangalore on very long term lease of 99 years from Karnataka Industrial Areas Development Board. The construction plans are approved by the authorities and the construction of warehouse facility is going on presently and will be operative in current financial year.

Your Company also acquired 3.00 acres of land in Chennai for construction of warehouse and transhipment facility. The facility will synergise and be utilised for Warehousing, Express & Distribution business of the Company.

This new set up will certainly leads to considerable rent saving, revenue growth and higher profitability for the Company in years to come.

Plans has been put to increase efficiency of operations with reduced cost and network expansion This will lead to increase in revenue in our Express and LTL business. All pick up & delivery vehicles have GPS being installed which would be monitored from transshipment & HO.

FINANCE:

Issue of Equity shares upon conversion of Warrants:

During the year under consideration, the Company on 12th July, 2017 allotted 6,49,311 equity shares of Rs.10/- each against the conversion of equity warrants to Strategic Investor, Frontline Strategy Limited, a company registered in Mauritius, not forming part of the Promoter Group of the Company upon its exercise of option for conversion of same number of Convertible Equity Warrants fully paid up at an issue price for Rs. 115/- (including premium of Rs. 105/-) issued by the Company on preferential basis in terms of SEBI (ICDR) Regulations, 2009 and as per special resolution passed by the members at their Extra Ordinary General Meeting held on 28th December, 2015.

Consequent to such allotment, the Paid-up Equity Share Capital of the Company has increased from Rs. 15,88,66,120/- consisting of 1,58,86,612 equity shares of Rs.10/- each to Rs. 16,53,59,230/- consisting of 1,65,35,923 equity shares of Rs.10/- each.

The Company on 14th July, 2017 has cancelled 2,79,689 number of equity warrants allotted to Frontline Strategy Limited as the warrant holder did not exercise the right to convert the equity warrants into equity shares within the due date of 18 months from the date of allotment of equity warrants, which was 13th July, 2017. Accordingly, the 25% of the consideration amount received at the time of allotment of the above equity warrants in terms of Regulation 77 SEBI (ICDR) Regulations 2009 was forfeited and transferred to Capital Reserve.

Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements as well as long term finance for funding the part of capital expenditure.. The Company also enjoys a credit line for buying the trucks on deferred payment guarantee basis. The Company is regular in payments of installments and there are no over dues as on the date of reporting. The Company could bring down interest cost by proper mix of utilization of finance from various banks and closely pursuing with the Bank to reduce the Interst cost.

Fixed Deposits:

The Company is accepting unsecured fixed deposits from the public in accordance with the requirements prescribed under Chapter V of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, Fixed Deposits accepted by the Company stood at Rs. 1598.69 lacs as on 31st March, 2018. There were no unpaid or overdue deposits as on 31st March, 2018, other than unclaimed Deposits and interest accrued thereon aggregating Rs. 0.45 lacs out of which nothing is outstanding for the period of more than seven years and liable to be transfer to Investor Education and Protection Fund.

There has been no default in repayment of deposits or payment of interest thereon during the year under consideration. The Company has not accepted any deposits which are not in compliance with the requirement of Chapter V of the Companies Act, 2013. The Companies (Acceptance of Deposits) Amendment Rules, 2017 dated 11th May, 2017 allowed Companies to accept deposits without deposit insurance contract till 31st March, 2018 or till the availability of a deposit insurance product, whichever is earlier. Subsequently the provision of deposit insurance is omitted vide section 15(ii) of Companies (Amendment) Act, 2017 effective from 15th August, 2018.

Credit Rating:

The Company is continued to be rated as ‘IND BBB [outlook stable] for Companys fund based borrowings & finance lease and ‘IND A3+ [outlook stable] rating for its non fund based borrowings and ‘IND tA- (Stable) for its Fixed Deposit Programme (for amount not exceeding Rs. 20.00 cr.) by India Ratings & Research Private Ltd (India Ratings), a Fitch group Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY:

Companys CSR policy focuses on areas such as education, support for the woman, elderly people, children and social inclusion. This entails transcending business interests and grappling with the "quality of life" challenges that underserved communities face, and working towards making a meaningful difference to them. The detailed policy of the Company is available on our website www.patel-india.com During the year, we have spent Rs. 7,00,000/- (Rupees seven lakhs only) on CSR activities. The details of CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure [I].

RISK MANAGEMENT:

The requirement of Risk Management Committee under Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable to top 100 listed entities. However the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

The Company has a Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. There are no risks which in the opinion of the operating management threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

AUDIT COMMITTEE:

The Company has Audit Committee of Board of Directors constituted in accordance with section 177 of the Companies Act, 2013. The details of the Audit Committee are explained in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. However this requires upgradation and improvement under new business environment. The Company is constantly improving the quality and implementing more internal financial controls.

The Internal Audit Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, the Audit Committee/ Board initiate corrective action in respective areas and advise the operating people about the action taken on such report and thereby strengthen the controls.

Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015. The policy deals with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Asgar Patel Non Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and, being eligible, has offered himself for re-appointment as the Director.

Subject to approval of members in the General Meeting, the Board of Directors had on the recommendation of the Nomination & Remuneration Committee reappointed in their meeting held on 20th February, 2018, Mr. Areef A. Patel as the Whole-time Director designated as "Executive Vice-Chairman", who is Key Managerial Personnel under Section 203 of the Companies Act, 2013 for a period of three years commencing from 1st April, 2018. The approval of members is sought for the reappointment of Mr. Areef A. Patel as the Whole-time Director at the ensuing Annual General Meeting.

There is no other Key Managerial Personnel appointed or resigned during the year under review.

Disclosure from Independent Directors:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In pursuance to the above, Independent Directors in their separate meeting held on 27th March, 2018 have reviewed and evaluated the performance of Board as a whole, Chairman and Executive Vice Chairman.

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings:

During the year eight Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions referred to in section 188(1) of the Companies Act, 2013 that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [II].

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website.

Apart from receiving remuneration by executive directors, sitting fees by Non executive directors, and professional fees paid to directors none of the Directors has any pecuniary relationships or transactions vis--vis the Company.

Your Directors draw attention of the members to Note 40 to the financial statement which sets out related party disclosure.

STATUTORY AUDITORS AND AUDITORS REPORT:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Hitesh Shah & Associates, Chartered Accountants, Firm Registration No. 103716W was appointed as statutory auditors of the Company to hold office for one term of 5 years commenced from conclusion of the 55th Annual General Meeting upto the 60th Annual General Meeting of the Company to be held in calendar year 2022. The Company has received a certificate from the proposed Statutory Auditors to the effect that their appointment, shall be in compliance with the provisions of Section 139 and 141 of the Companies Act, 2013.

The Auditors Report for the financial year 2017-18 is unmodified i.e. it does not contain any qualification(s), reservation(s) or adverse remark(s) and forms part of this Annual Report.

In accordance with the Companies (Amendment) Act, 2017, Ministry of Corporate affairs as per the notification dated 7th May, 2018 have done away with the provision relating to ratification of appointment of statutory auditors by members at every Annual General Meeting.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report for the financial year ended 31st March, 2018 is set out as "Annexure [III]" to this Report.

DISCLOSURE REQUIREMENTS:

To comply with conditions of Corporate Governance, pursuant to regulation 34 read with schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate of conditions of Corporate Governance, are included in this Annual Report.

A Business Responsibility Report as required under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable for top 100 listed entities based on market capitalization.

Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable for top 500 listed entities based on market capitalization.

EXTRACT OF ANNUAL RETURN:

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

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

As stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

(A) CONSERVATION OF ENERGY:

(i) The steps taken or impact on : conservation of energy The operations of your Company are not energy intensive. However all efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in Maintenance systems and through improved operational techniques.
(ii) The steps taken by the Company for utilizing alternate sources of energy The Company continues its in-house programme of enlightening and educating its commercial vehicle drivers for greater fuel efficiencies.
(iii) The capital investment on energy conservation equipments All the vehicles owned by the Company undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation.
More and more CNG vehicles are included in the fleet. All new vehicles were purchased in compliance with all regulations relating to pollution control.
The Company has on going process to conserve the energy by replacement of old electronic devices and installation of new efficient power saving devices whenever required.
No material capital investment incurred by the Company during the year 2017-18.
(B) TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology : absorption Updating of Technology is a Continuous process; appropriate technology is implemented and adapted by the Company for innovation. Efforts are continuously made to develop new products required in the Transport and Logistics Industry.
(ii) The benefits derived : The Company is steadily delivering on its promise of providing the swift service Investment in IT and state-of-the art tracking systems,
(iii) Imported Technology : There is no imported technology imported during the last three years.
(iv) The expenditure incurred on Research : and Development No expenditure is incurred on Research and Development by the Company during the year 2017-18.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Rs.
Year ended 31st March, 2018 Year ended 31st March, 2017
Earnings in Foreign Exchange
Air Freight Billing, and other expenses (Net) Nil Nil
TOTAL … Nil Nil
Expenditure in Foreign Currency
Membership and Subscription Fees 0.37 0.42
Travelling (excluding air fare) 1.63 1.01
TOTAL … 2.00 1.43

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014 is not applicable to the Company.

PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

Disclosure pertaining to the remuneration and other details as required under Section 197(2) of the Companies Act 2013 and Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure [V]" to this report.

The information required pursuant to Section 197 read with Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding this information which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of internal complaint committee under the said Act to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2017-18:

No of Complaints received Nil
No of Complaints disposed off Nil

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March, 2018 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s Hitesh Shah & Associates.

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representation received from the Operating Management, confirm that:

1) in the preparation of the annual accounts, for the year ended March 31, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

2) the Directors have selected such accounting policies and applied them consistently and made judgment 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 31st March, 2018 and of the profits of the Company for the financial year ended 31st March, 2018;

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

4) the Directors have prepared the Annual Accounts of the Company on a ‘going concern basis;

5) the Company has proper internal financial controls in place. However the Company continues to develop better controls for implementation in current financial year.

6) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

APPRECIATION:

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

The Board of Directors gratefully acknowledge the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

For and on behalf of the Board of Directors
Registered Office:
Patel House, 5th Floor, Plot No. 48, AREEF A. PATEL
Gazdarbandh, North Avenue Road, Executive Vice Chairman
Santacruz (West) DIN:00075687
Mumbai – 400 054. P. S. G. NAIR
Director
Mumbai, dated 28th August, 2018 DIN:00074494

ANNEXURE II

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis

(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/ arrangements/ transactions
(c) Duration of the contracts / arrangements / transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions NOT APPLICABLE
(f) date(s) of approval by the Board
(g) Amount paid as advances, if any
(h) Date on which the requisite resolution was passed in general meeting as required under first proviso to section 188 of the Companies Act 2013.

2. Details of material contracts or arrangement or transactions at arms length basis

(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/ arrangements/ transactions
(c) Duration of the contracts / arrangements/ transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any NOT APPLICABLE
(e) Date(s) of approval by the Board, if any
(f) Amount paid as advances, if any

 

For and on behalf of the Board of Directors
Registered Office : AREEF A. PATEL
Patel House, 5th Floor, Plot No. 48, Executive Vice Chairman
Gazdarbandh, North Avenue Road, DIN:00075687
Santacruz (West)
Mumbai – 400 054. P. S. G. NAIR
Director
Mumbai, dated 28th August, 2018 DIN:00074494

ANNEXURE V

Disclosure pertaining to the remuneration and other details as required under Section 197(2) of the Companies Act 2013 and Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A. The Ratio of the remuneration of Whole Time Director to the median remuneration of the employees of the Company for the financial year ended 31st March, 2018 was 22.61.

The remuneration to Non Executive Directors includes only sitting fees paid to them for the financial year 2017-18 which depends upon no of meetings held during the year and attended by them. There was no increase in sitting fees during the financial year 2017-18.

B. There were no increase in the remuneration of the Whole Time Director, Chief Financial Officer and the Company Secretary in the financial year 2017-18. Average percentage increase made in the salaries of all the employees other than managerial personnel in the financial year 2017-18 was Nil.

C. The percentage increase in the median remuneration of employees in the financial year 2017-18 was 3.31%.

D. The number of permanent employees on the rolls of the Company as on 31st March, 2018 were 848.

E. It is affirmed that the remuneration paid is as per remuneration policy of the Company.

For and on behalf of the Board of Directors
Registered Office : AREEF A. PATEL
Patel House, 5th Floor, Plot No. 48, Executive Vice Chairman
Gazdarbandh, North Avenue Road, DIN:00075687
Santacruz (West)
Mumbai – 400 054. P. S. G. NAIR
Director
Mumbai, dated 28th August, 2018 DIN:00074494