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Future Market Networks Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 32.22 Cr. P/BV 0.98 Book Value (Rs.) 5.70
52 Week High/Low (Rs.) 11/4 FV/ML 10/1 P/E(X) 0.00
Bookclosure 22/09/2023 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2018-03 

The Directors have pleasure in presenting the 10th Annual Report of the Company on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2018.

Financial Results

The Company's performance during the financial year ended March 31, 2018 as compared to the previous financial year is summarised below:

a) Standalone (Rs. in lakhs)

particulars

Year Ended March 31, 2018

Year Ended March 31, 2017

Revenue from Operations

7941.43

8250.06

Other Income

3496.26

3383.53

Total Income

11437.69

11588.59

Personnel Cost

469.82

467.63

Cost of units sold

39.28

384.66

Operating and other expenses

5568.16

6275.38

Total Expenditure

6077.26

7127.67

Profit before Interest, Depreciation and Tax

5360.43

4460.92

Less: Interest

2326.54

4200.32

Less: Depreciation

2486.41

2613.89

Profit / (Loss)before Taxation

547.48

(2353.29)

Less: Exceptional Item

-

-

Less: Provision for taxation

-

-

Less: Deferred Tax

367.20

52.80

Profit / (Loss) after Taxation

180.28

(2406.09)

b) Consolidated (Rs. in Lakhs)

particulars

Year Ended March 31, 2018

Year Ended March 31, 2017

Revenue from Operations Other Income Total Income Operating Cost

Cost of units sold

Personnel Cost

Other Expenses

Total Expenditure

Profit before Interest, Depreciation and Tax

Less: Interest

Less: Depreciation

Profit /Loss before Taxation

Share of net profit of associates and joint ventures accounted by using equity method

Add: Profit on conversion of investment in equity instruments of joint venture into subsidiaries Less: Provision for taxation

8424.76

3373.64

8699.57

3307.19

11798.40

12006.76

4966.47

39.28

469.82

806.83

4749.36

384.66

467.63

1640.96

6282.40

7242.61

5516.00

2457.12

2607.61

4764.15

4360.59

2735.08

451.27

(2331.52)

(1639.62)

118.94

149.41

-

19.84

1.81

Less: Deferred Tax

399.71

76.88

Profit/(Loss) after Taxation from continuing operation

(1458.49)

(2291.27)

Profit/(Loss) from discontinued operation

-

(398.76)

Profit/ (Loss) for the year

(1458.49)

(2690.03)

Nature of Business

The Company is engaged in development and management of commercial, retail spacef and infra logistic projects. There was no change in nature of the business of the Company, during the year under review.

Dividend

The Board of Directors of the company have not recommended dividend for the financial year ended March 31, 2018 in order to conserve the resources. Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) with regard to formulation of Dividend Distribution Policy are not applicable to our Company.

Transfer to reserves

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2017-18.

Deposits from public

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

Share Capital

The Authorized Share Capital of the Company is Rs.90,31,00,000/- (Rupees Ninety Crores Thirty One Lakhs) divided into 9,02,60,000 equity shares of Rs.10/- each and 5000 Preference Shares of Rs.100/- each.

The subscribed and paid up share capital of the Company as on March 31, 2018 is Rs.56,29,12,810/- divided into 5,62,91,281 equity shares of Rs.10/- each.

Consolidated Financial Statements

As per Regulation 33 of the Listing Regulations and applicable provisions of the Companies Act, 2013 ("the Act") 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 financial statements of the Company.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of Listing Regulations, the Cash Flow Statement for the year ended March 31, 2018 has been provided in the Annual Report and which forms part of this report.

Corporate Governance

Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. At FMNL, the goal of corporate governance is to ensure fairness for every shareholder. The Board believes sound corporate governance is critical to enhance and retain investor trust. Our Board exercises its fiduciary responsibilities in the widest sense of the term and endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Disclosures under section 134(3)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this report.

Particulars of loans, guarantees, investments under section 186 of the Companies Act, 2013

Particulars of loans, guarantees and investments given / made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 are provided in the standalone financial statement (Please refer to Note No. 5 to the standalone financial statement).

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure relating to sweat equity share

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure relating to Employee Stock option Scheme

i. Future Market Networks Limited - Employee Stock option Scheme 2012

The Company has formulated Future Market Networks Limited - Employee Stock Option Scheme 2012 (FMNL - ESOS 2012). The Scheme is in Compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time ("SEBI Employee Benefits Regulations") and there has been no material changes to the aforesaid Plan during the financial year under review.

In compliance with the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014, the details of Employee Stock Option Scheme as on March 31, 2018 are furnished in Annexure "A" attached herewith and forms part of this report.

ii. Future Market Networks Limited - Employee Stock option Scheme 2016

Pursuant to the approval granted by the shareholders at the eight Annual General Meeting held on September 20, 2016, your Company has formulated Future Market Networks Limited - Employee Stock Option Scheme 2016 (FMNL - ESOS 2016). The Scheme is in Compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time ("SEBI Employee Benefits Regulations").

The Company has not granted any options under this Scheme during the year under review.

The Statutory Auditors of the Company i.e. M/s. Viren Gandhi & Co., have certified that implementation of all the above ESOP Schemes/ Plan is in accordance with the erstwhile SEBI ESOP Guidelines, 1999, the SEBI (Share Based Employees Benefits) Regulations, 2014, as applicable and the resolutions passed by the Members at the respective General Meetings approving the ESOP Schemes/Plan.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Matters related to Directors and Key Managerial personnel

Directors

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on the date of this report, the Board consists of 6 members, 3 of whom are Independent Directors including a Woman Director, 2 Non-Executive Directors and 1 Whole Time Director.

There was no change in the composition of Board of Directors apart from appointment of Mr. Pramod Arora, as the Whole-Time Director of the Company with effect from August 17, 2017. There is no other change in the Key Managerial Personnel during the year under review.

Re-appointment

In terms of the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Sunil Biyani and Mr. Rajesh Kalyani retires by rotation. The said Directors has offered themselves for reappointment and resolution for their reappointment, is incorporated in the Notice of the ensuing Annual General Meeting.

Mr. Sunil Biyani was appointed as the Managing Director of the Company for a period of 5 years with effect from May 30, 2013 in terms of the resolutions passed by the members and accordingly his term was completed and ceased to be the Managing Director of the Company. However, Mr. Sunil Biyani shall continue to be on the Board of the Company as a Non-Executive Director liable to retire by rotation.

Ms. Udita Jhunjhunwala, was appointed as an Independent Director on the Board for a period of 3 (three) consecutive years for a term up to September 28, 2018. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director. She has also submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013. The said Director has offered herself for reappointment and resolution for her reappointment, is incorporated in the Notice of the ensuing Annual General Meeting.

Mr. Somayajulu Ayyanna Kodukula, was appointed as an Independent Director on the Board for a period of 3 (three) consecutive years for a term up to September 28, 2018. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director. He has also submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013. The said Director has offered himself for reappointment and resolution for his reappointment is incorporated in the Notice of the ensuing Annual General Meeting.

The brief resume and other information as required under Regulation 36 (3) of Listing Regulations relating to Mr. Sunil Biyani, Mr. Rajesh Kalyani, Ms. Udita Jhunjhunwala and Mr. Somayajulu Ayyanna Kodukula forms part of the Notice of ensuing Annual General Meeting. None of the Directors are disqualified for appointment / reappointment under Section 164 of the Act.

The Board recommends the appointment/reappointment for your approval.

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

Subsidiaries and Associates

At the beginning of the year, there were 5 subsidiary companies and 3 Joint Ventures. During the year under review Gati Relators Private Limited became the Subsidiary of the Company. As on March 31, 2018 the Company has the following subsidiaries and joint ventures:

Sr. No.

Name of the Subsidiary

Name of the Joint Venture

1

Aashirwad Malls Private Limited

Future Retail Destination Limited

2

Suhani Mall Management Co. Pvt. Ltd

Riddhi Siddhi Mall Management Pvt Ltd

3

Future Trade Markets Private Limited

Utility Developers Private Limited

4

Star Shopping Centres Private Limited

5

Sun City Properties Private Limited

6

Gati Realtors Private Limited

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, consolidated financial statements of the Company were prepared, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC - 1 is appended as Annexure - B to the Board Report. The Statement also provides the details of performance and financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.fmn.co.in. These documents will also be available for inspection till the date of AGM during business hours at the registered office of the Company at Mumbai.

Disclosures related to Board, Committees and policies

Meetings of Board

The Board of Directors met Five (5) times during the financial year ended March 31, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, on January 30, 2018, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Director’s Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that:

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

b) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2018 and of the profits of the Company for the year ended on that date;

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

d) the annual accounts of the Company have been prepared on a going concern basis;

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

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

Nomination, Remuneration and Compensation Committee

A Nomination, Remuneration and Compensation Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, which is forming part of this report, under head ‘Nomination, Remuneration and Compensation Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

Audit Committee

The Audit Committee has been constituted and in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of Mr. Vijai Singh Dugar, Mr. Somayajulu Ayyanna Kodukula, Independent Directors and Mr. Rajesh Kalyani, Non-Executive Director. Five meetings of the Committee were held during the year. Kindly refer section on Corporate Governance, under head ‘Audit Committee' for matters relating to constitution, meetings and functions of this Committee.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

Details of Committees of the Board of Directors along with their terms of reference, composition and meetings held during the year under review, are provided separately in the Corporate Governance Report, which forms part of this Annual Report.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website viz. http://fmn.co.in/investor-relations/policies.html.

Detection of Fraud

No Fraud has been reported by the auditor's viz. statutory and internal auditors to the Audit Committee or the Board in terms of Section 143 (12) of the Act.

Risk Management

The Board of Directors of the Company has formulated a Risk Management Policy which aims at minimizing the risk and enhancing the value and reviews the elements of risks with regard to the business.

The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Annual Evaluation of Directors, Committee and Board

The Nomination, Remuneration and Compensation Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee and the Board had been carried out.

Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates that the Board shall monitor and review the evaluation framework. The frame work includes the evaluation of directors on various parameters.

The Act 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 Act, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and frame work adopted by the Board. The evaluation process has been explained in the Corporate Governance report.

Particulars of Employees and other additional information

The ratio of the remuneration of each whole-time director and key managerial personal (KMP) to the median of employee's remuneration as per section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board's Report under Annexure ‘C'.

Additionally, statement containing the names of employees in terms of remuneration drawn as per the ceiling stipulated in terms of Rule 5 (2) (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Annexure ‘C'.

Payment of remuneration / commission to executive directors from holding or subsidiary companies

Mr. Pramod Arora, Whole Time Director of the Company has been appointed as the Managing Director of Future Retail Destination Limited (FRDL), in which the Company holds 50% of the Equity Share Capital. A share purchase agreement is already entered with the Joint Venture Partner to acquire their holdings in FRDL by the Company.

Remuneration is paid to Mr. Pramod Arora from FRDL being its Managing Director and the aggregate remuneration payable from both the companies shall not exceed the overall remuneration as set out in the resolution approved by the Shareholders of the Company at any point of time.

Auditors and their Reports

The matters related to Auditors and their Reports are as under:

Observations of statutory auditors on financial statements for the year ended March 31, 2018

The auditor's report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

Statutory Auditors

M/s. Viren Gandhi & Co., Chartered Accountants (Firm Registration No. 111558W) have been appointed for a period of 3 (Three) years from the conclusion of the Eighth Annual General Meeting till the conclusion of the Eleventh Annual General Meeting of the Company subject to ratification by the Members in every Annual General Meeting.

In view of recent amendment in the Companies Act, 2013 ("the Act") which were notified with effect from May 07, 2018 by the Ministry of Corporate Affairs, the requirement of ratification of Auditors at every year has been removed and accordingly, there is no requirement of ratification of appointment of Auditors.

The Company has received a written confirmation from the Statutory Auditor that their continued appointment shall be in accordance with the criteria as provided under Section 141 of the Act.

Secretarial Auditor and Secretarial Audit Report

In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. Alwyn D'Souza of Alwyn D'Souza & Company, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2017-18 is annexed herewith as Annexure ‘D' and forms part of this report. The report does not contain any qualification, reservation or adverse remark.

Management Discussion & Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Details about policy developed and implemented by the company on corporate social responsibility initiatives taken during the year

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Disclosure of orders passed by Regulators or Courts or Tribunal

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future other than the Arbitration award passed by the Arbitrator, in the FY 2016-17 appointed by the Hon'ble High Court of Calcutta, in respect of disputes arose out of termination of a license agreement related to a shopping mall was awarded wherein a net amount of Rs.12,90,52,379/- (Rupees Twelve Crores Ninety Lakhs Fifty Two Thousand Three Hundred Seventy Nine Only) to the Claimant after allowing certain counter claims of the Company.

However, the Company filed a petition under section 34 of Arbitration and Conciliation Act, 1996 challenging the arbitration award before the Hon'ble High Court, Calcutta. The Claimant also challenged the award by filing a petition under section 34. The matters are pending before the Hon'ble High Court, Calcutta.

Particulars of Contracts or Arrangement with Related parties

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are being approved by the Audit Committee/Board which are in ordinary course of business and at arm's length. Further none of such transactions/contracts/ arrangements are material (i.e. satisfying the criteria provided in first proviso of section 188(1) of the Companies Act, 2013) in nature. Hence, no particulars in form aOC-2 are furnished.

Material related party transaction required to be approved by members of the Company pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and transactions so identified shall be placed at the ensuing Annual General Meeting for your approval. The Board recommends the resolutions for your approval.

Kindly refer the financial statements for the material related party transactions during the year under review.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure "E" attached herewith and which forms part of this Report.

A copy of the same is also placed at the website of the Company and shall be available at http://www.fmn. co.in/investor-relations/annual-reports.html

Declaration by Whole Time Director

As per Regulation 34 (3) read with Schedule V of the (Listing Obligations and Disclosure Requirements) Regulations, 2015, declaration stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management is enclosed as Annexure ‘F'.

Certificate on Corporate Governance

As per Regulation 34 (3) read with Schedule V of the (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditor's certificate on corporate governance is enclosed as Annexure ‘G' to the Board's report. The auditor's certificate for financial year 2017 does not contain any qualification, reservation or adverse remark.

Board diversity

The Company recognizes and embraces the importance of a diverse board in success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experiences, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.fmn.co.in.

Policy on Director’s Appointment and Remuneration

The policy of the Company on director's appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on our website at, www.fmn.co.in.

There has been no change in the policy since last fiscal. We affirm that the remuneration paid to directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

At the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The letter of appointments issued to independent directors is available on our website at www.fmn.co.in

Code of conduct for prevention of insider trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosure to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website viz. www.fmn.co.in.

Listing on stock exchanges

The Company has entered into Listing Agreement with BSE Limited (BSE) and The National Stock Exchange of India Ltd. (NSE) in terms of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the listing fee for the year 2018-19 has been paid.

The Company has entered into necessary agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for availing the Depository services.

Secretarial Standards:

The Company complies with all applicable secretarial standards.

Prevention of Sexual Harassment policy

A Policy is in place viz Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. We follow a gender neutral approach in handling complaints of sexual harassment and we are compliant with law of the land. We have also constituted an internal committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2017-18, no complaints were received by the Company related to sexual harassment.

Unclaimed shares

In respect of unclaimed share certificates, the Company has already send two letters to concerned shareholders advising them to claim their share certificates. After completing the process, unclaimed shares, if any, will be transferred to "Unclaimed Suspense Account" as per the procedure laid down under Listing Regulations.

Service of documents through electronic means

Subject to the applicable provisions of the Companies Act, 2013, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars, as prescribed under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, are enclosed as Annexure ‘H' to the Board's Report.

Acknowledgement:

The Board appreciates and places on record the contribution made by the employees during the year under review. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, bankers, suppliers and business partners.

Cautionary Note

The statements forming part of the Director's Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of Board of Directors

Vijai Singh Dugar Pramod Arora

Place: Mumbai Chairman Whole Time Director

Date: July 31, 2018 DIN : 06463399 DIN : 02559344


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