DIRECTORS' REPORT To The Members D B REALTY LIMITED Your Directors have pleasure in presenting the 9th Annual Report on the business and operations of the Company along with the audited accounts for the financial year ended 31st March, 2015. Status of Projects of the Company / its subsidiaries The full Occupation Certificate of "DB Woods" has been received on 23rd December, 2014 and the Company has initiated and substantially completed the process of handing over possession to flat buyers. This Project was under execution by Gokuldham Real Estate Development Company Pvt. Ltd., a subsidiary company which is in the process of being amalgamated into your Company. The other ongoing project viz. high end residential project, "Orchid Heights" at Mahalakshmi, is being implemented in accordance with the revised plans. IOD has been revised and Commencement Certificate (CC) issued by the Municipal Corporation in respect of Sale Towers (up to 15th Floor) of A Wing and upto plinth level of B Wing for the said Project has been received and project execution is being expedited. "DB Crown" at Prabhadevi is progressing as per revised plans after approvals are received and the work is progressing satisfactorily. "Orchid Ozone" at Dahisar is progressing as per plans and civil structure work is on verge of completion. The project "Orchid Centre" a commercial venture and a residential project, at Pune is being executed by a subsidiary of Marine Drive Hospitality & Realty Pvt. Ltd., in which your Company holds considerable economic interest. "DB Golf Link" in Yerwada, Pune and DB Paradise in Mumbai are proposed to be launched in the current year. The Turf Estate project in Mumbai is awaiting certain approvals and is one of the largest projects of the Company, which will offer substantial revenue potential in future. Another residential housing project is being implemented at Dahisar, revenue village, Mahajanwadi, Dist. Thane on the outskirts of Mumbai, with the induction of an entity, in which Man Infraconstruction Limited has substantial stake in Conwood DB JV, of which your Company is a member. The JV will share revenue with the said entity, which has undertaken the development of the said project. The Company's subsidiary MIG (Bandra) Realtors & Builders Pvt. Ltd., having received the requisite approvals from MCGM and other authorities, has commenced the demolition of the existing buildings at Bandra, near Bandra Kurla Complex in the current year. DB Skypark, another residential project, near the international airport, Mumbai, has been commenced in the current year by another Joint venture, in which your company has 75% stake. Commencement certificate for Sale buildings has been received in this project. Two project sites at (i) Bandra Reclamation, in which your Company has substantial stake through a wholly owned subsidiary company which is a partner in the firm, Om Metal Corporation and (ii) Marine Lines through another company viz. Marine Drive Hospitality & Realty Pvt Limited, in which your Company has considerable economic interest have been cleared from the CRZ point of view by Maharashtra Coastal Zone Management Authority. After obtaining other necessary approvals, these projects are slated to be launched. Audit Report: The Statutory Auditors in their Report have drawn attention of the members to certain notes to the Financial Statements, as a matter of emphasis. While the said notes are self explanatory, your Directors offer the following clarifications and further explanations on the same; 1. Para 1 (Note 10 (2) of the standalone financial statements) and Para 2 Note 11(3)(a) of Consolidated Financial Statements (CFS) refers to changes in accounting policy on account of adoption of schedule II of the Companies Act, 2013 for depreciation of fixed assets, which is self explanatory. 2. Para 2 (Note 10(5) of the standalone financial statements) and Para 1 (Note 11(2) of CFS refers to cost incurred on the beautification of the Bandra Worli Sea Link project and is self explanatory. 3. Para 3 (Note 11.2(c) of standalone financial statements) and Para 3 [Note No. 12.4 of CFS]: The Auditors have referred to certain investments made in the Preference Share Capital of an entity for an amount of Rs.1427.69 crores and Rs. 1462.13 crores respectively, appearing in the Standalone financial statements and CFS. This relates to investments made in the Preference Share Capital of Marine Drive Hospitality & Realty Pvt. Ltd. (Previously known as D B Hospitality Pvt. Ltd.) both in the form of Redeemable Optionally Convertible Cumulative Preference Shares, Compulsory Convertible Cumulative Preference Shares and Cumulative Redeemable Convertible Preference Shares, which bear specified rates of dividend, by your Company and also by one of wholly owned subsidiary, viz. DB View Infracon Pvt. Ltd. This Company is proposing to implement the project in real estate including commercial and residential activities and also hospitality segment and hence the investment is considered as strategic and in the long term interests of your Company. Your Directors keep the overall economic interests of the Company while making such investments. 4. Para 4 (Note 12.2) of the standalone financial statements and Para 4 (Note No.13.2) of the CFS: Attention has been drawn to payments made to several related parties towards security deposits for acquisition of development rights. As stated in the said note, your Company is in the process of obtaining necessary approvals for the development of the said properties which have significantly higher current market values than the carrying costs and would reap adequate profitability on substantial completion of the respective projects. 5. Para 5 [Note 15(1)] of the standalone financial statements and Para 5 [Note No. 16(1)] of the CFS: Auditors have referred to the costs incurred on various projects reflected in the financial statements under the head Inventories at lower of the actual costs incurred or the realizable value, as reported by the Management. All these projects are under initial stage of development and are capable of fetching higher net realizable value greater than the cost. 6. Para 6 (Note 19, 11 & 14) of the standalone financial statements refers to losses (net) incurred by the firms and LLPs in which Company is a partner, and the investments in these firms, which have been audited by the respective Auditors and accounted in your Company's Statement of Profit and Loss. The losses are mainly due to the said firms not recognizing the revenue in their books and carrying the expenses incurred on the projects as Inventories. As and when the said firms recognize the revenues after triggering the threshold limits, the company would account for the share of profit and also recover the investments in the said firms. 7. Para 7 (Note 25) of the standalone financial statements and Para 8 [Note 30(A)] of CFS refer to the guarantees and Securities amounting to Rs. 3226.25 crores and Rs. 2440.15 crores given / provided by the Company/ Group respectively for loans taken by the subsidiary and associate companies and also promoter group companies and few other entities while the Company was a private limited company. All these companies are honouring the commitments in respect of servicing and/or repayments and the outstanding exposure has substantially been reduced on account of repayments by these entities. The above Guarantees are substantially secured and supported by counter guarantees of the promoters in favour of the Company and are adequately secured by the promoters of the Company. 8. Para 8 (i) and (ii) [Note 26(A)(iii)(2) and of the standalone financial statements and Paras 10 and 11 [Note 33 (A)(i) (b) and (iii)] of CFS refer to disclosures in the audited financial statements of the firm Dynamix Realty regarding outstanding receivables which is good for recovery and the allegations in the 2G Spectrum case which is sub-judice. These notes are self-explanatory. 9. Para 9 (Notes. 27 to 30) of the standalone financial statements and Para 9 [Notes Nos. 31, 32,33 (B)(ii),(v) and (vi)] of CFS: These relate to (a) Acquisition of additional 1/3rd stake in a company for which an advance of Rs.40 cores has been paid, with the matter pending litigation among the prior stakeholder's family, which according to the legal opinion would result in a favourable settlement to enable your Company to exploit the development of the property in a profitable manner; (b) Investment in a wholly owned subsidiary and advances made to it both aggregating to Rs.143.93 crores in relation to the project to be undertaken by it which is pending development on account of certain litigations, in which your Company has filed SLP before the Hon. Supreme Court (c) Investment in a subsidiary and advances made to it both aggregating to Rs 7.23 crores in relation to the project which was to be undertaken by it but was cancelled by the Authorities, in which your Company has filed a writ petition before the Hon. High Court, Bombay (d) 13.93 crores for acquisition of development rights of a SRA redevelopment project with a litigation and (e) Rs. 47.15 crores advances made to a subsidiary in relation to a project which was to be undertaken by it, but was cancelled by the Authorities, and the same is under litigation. Your Directors believe that these investments are of long term nature and would fetch adequate return in the long term. The status of the pending litigations continue to be the same through the year and as on date of this report. 10 Para 10 (Note 32 of standalone financial statements) and Para 16 (Note 34 of CFS): This relates to investments in the shares / capital of the subsidiaries / associates / firms etc and also project advances from time to time towards their projects for various activities. These entities are having negative net worth, since they are in the early stage of real estate development. These investments are strategic in nature and long term. Your Directors are of the firm view that these projects which are of medium to long term nature would fetch results in the future to justify the initial investments and also yield reasonable and adequate return on these investments and deployment of funds, 11. Para 11 (Note 38 of the standalone financial statements) and Para 18 (Note 42 of the CFS): With regard to the provisional attachment upheld by the Enforcement Directorate (ED), involving bank balance, two flats belonging to the Company and loans given to a subsidiary company of Marine Drive Hospitality & Realty Pvt. Ltd. (Formerly D B Hospitality Private Limited), these relate to the 2G case in which the Managing Directors of the Company and two of its Key Management Personnel have been charged with commission of offences based on the investigation by CBI. The Adjudicating authority has taken over the bank balance of Rs.68.92 Lakhs and has been given ROCCP shares of Marine Drive Hospitality & Realty Pvt. Ltd., in the name of the Company for Rs.50.40 crores. The attachment order is contested by the company in the Appealant tribunal. The matter is sub judice. The Company is confident that the outcome of the cases will have no adverse impact on the Company and its functioning. 12. Para 12 (Note 41 of the standalone financial statements): This note is self explanatory. The AOPs in which your company is a member have projects for execution on which expenses have been incurred by the said AOPs. Pending the triggering of the threshold limits and recognition of income in the said projects, the expenses incurred on the projects have been carried to their balance sheets as losses and have not been apportioned to the members of the AOP. These projects would fetch adequate profits to wipe out the losses in the AOP and would be apportioned to the members of the AOP at a later date when incomes are recognized. 13. Para 6 of the Audit Report on CFS [(Note 16 (iii) of the CFS)] refers to income received form a subsidiary company determined on the basis of expenses without any profit element as stated therein. 14. Para 7 of the Audit Report on CFS (Note 19.2 of the CFS) refers to the loans and advances by one of the subsidiaries to a contractor which has been confirmed by them and is good for recovery as stated in its financial statements. 15. Para 12 [Note 33 (A)(v) of the CFS] refers to the classification of amount of Rs.26.36 crores advanced by a jointly controlled entity (JCE) to few parties for acquisition of the occupancy rights on its behalf, which would be transferred to the JCE. The said note is self explanatory. 16. Para 13 [Note 33 (A)(vi) of the CFS] refers to the status of redemption / non conversion of the Preference Shares (ROCCPS) issued by the jointly controlled entity. The matter is under discussion with the shareholders of the said shares and would be acted upon on reaching finality with them. 17. Para 14 of the Audit Report on CFS [Note 33(B)(xiii) of the CFS refers to the litigation on salt pan land owned by the Company. The note is self explanatory. As stated, the Company will defend its title. 18. Para 15 of the Audit Report on CFS (Note 33(c) of the CFS) is self explanatory. The Company through the Joint Venture shall commence the proposed project soon. 19. Para 17 of the Audit Report on CFS (Note 40B of the CFS) relates to MAT credit entitlement of Rs.3.97 crores which will be availed for set off in future years. 20. Para 20 of the Audit Report on CFS (Note 47 of the CFS) refers to one of AOPs in which the Company is a partner, whose financial statements have been consolidated on the basis of approval by your Company as partner. The other partner has been holding discussions with your Company for changing the profit sharing arrangement into area sharing arrangement. Your Company does not anticipate any significant impact on its financials or future projection on account the proposed change. 21. The Auditors have also qualified in their Report on the consolidated financial statements by referring to Note 33(B)(x) with regard to non provisioning and reversal of tax in the subsidiary Company, whose financial statements are consolidated with the holding Company pending amalgamation. Since the appointed date for the proposed amalgamation as per the draft scheme is 1st April, 2013, for which petitions have been made in the Hon. High Court, Bombay and already admitted and in advanced stages of hearing, no provision for the same has been made. 22. The Auditors have also qualified and drawn attention to Note 52 of the consolidated financial statements with regard to a company and its step down subsidiaries, not consolidated with your Company's financial statements. This Company has reduced its share capital which has been approved by the Hon. High Court, Bombay prior to March 31, 2015 and consequently ,this company which attracted the definition of subsidiary, by virtue of the provisions of the Companies Act, 2013, w.e.f. 1st April, 2014 has ceased to be a subsidiary of your Company, though the economic interests of your Company in the said company remained unaffected. Your Company does not anticipate any significant impact on its functioning on account of matter specified in the Auditors Report on the standalone financial statements by way of Emphasis of matter, under sub-paragraph 7. CARO Report In Para (ii)(c) of the CARO Report, the Auditors have referred to the requirement of strengthening the documentation with regard to payment to tenants and in para (iv), strengthening internal controls on documentation project contracting. The Company is taking necessary steps in this regard on continuous and ongoing basis and there has not been any continuing failure to correct the weaknesses. In Para (x), they have referred to certain guarantees given by the Company, and in Para (xi) to term loan. These transactions are in the ordinary course of business and periodically reviewed and rectified, if found to be significant. Dividend In the absence of profits in the year under review and with a view to conserve resources to meet the fund requirements for Company's projects, your Directors have not recommended any payment of dividend for the year 2014-15. Subsidiaries, Associate Companies and Joint ventures: During the year under review, except for three companies viz. Shiva Multitrade Pvt. Ltd., Shiva Realtors Suburban Pvt. Ltd. and Shiva Buildcon Pvt. Ltd., which have become associates of your Company, on account of acquisition of 33.75% of the equity capital of each company, no other company or entity has become or ceased to be a subsidiary, joint venture or associate of your Company. The above three companies hold equity shares in Neelkamal Realtors Suburban Pvt. Ltd., one of the subsidiaries of your Company and by the acquisition of 33.75% stake in these three Companies, there is an indirect acquisition and increase in stake of your Company in the said subsidiary. The details of such Subsidiary/associate companies are provided in extract of Annual Return, which forms part of this Directors' Report (Annexure A). The Consolidated financial statements have been prepared pursuant to the applicable Accounting Standards, the Listing Agreement and include the financial information of its subsidiaries/associates and joint venture entities / partnership firms in which your Company holds stake. The financial statements of the subsidiary companies will also be available for inspection by any member at the registered office of the company and at the Company's website www.dbrealty.co.in Copies of the audited financial statements of the subsidiaries can be sought by any member by making a written request in this regard. In accordance with the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries, associates and joint ventures is forming part of the Additional Disclosures in the Consolidated Financial statements. Management Discussion and Analysis Report: As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report (Annexure B). Corporate Governance and Shareholders Information: Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report (Annexure C). Fixed Deposits The Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 read with rules 8(5)(v) of the Companies (Accounts) Rules, 2014, during the year under review. Directors and Key Managerial Personnel (KMPs) 1. Directors retiring by rotation In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company. Mr. Vinod Goenka and Mr. Salim Balwa retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for reappointment. 2. Appointment of Woman Director In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have at least one Woman Director on the Board of the Company. In order to comply with the said requirements, Ms. Sunita Goenka has been appointed as Additional Director of the Company with effect from 30th March, 2015 and she shall hold office only up to the date of this Annual General Meeting and being eligibl offers herself for re-appointment as Director. The Company has received a notice from a member proposing her candidature for appointment as a Director of the Company. Ms. Sunita Goenka belongs to Promoter Group and is relative of Mr. Vinod Goenka. 3. Appointment of Independent Director Mr. Omprakash Agrawal was appointed as Additional Independent Director with effect from 30th March, 2015. He will hold office till the date of the forthcoming Annual General Meeting (AGM) and a notice has been received from a Member proposing the candidature of Mr. Omprakash Agrawal for being appointed as an Independent Director of the Company. 4 Independent Directors Statement: All Independent Directors have given declarations that they met the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. 5. Key Managerial Personnel Mr. Vinod K. Goenka, Chairman and Managing Director and Mr. Shahid U. Balwa, Vice Chairman and Managing Director, Mr. Vipul Bansal, Chief Executive officer; Mr. Nagamallesh Gattu, Chief Financial Officer; and Mr. S.A.K. Narayanan, Company Secretary of the Company are Key Managerial Personnel as per the provisions of the Companies Act, 2013 and were already in office before the commencement of the Companies Act, 2013. Performance Evaluation of the Directors, Committee and Board The performance of the Directors is evaluated on the basis their contributions at the meetings, strategic inputs for the performance and growth of the Company among others. The Directors have carried out performance evaluation on annual basis, of Directors, Committee and the Board The Nomination and Remuneration Committee of the Board has laid down the performance evaluation framework under which performance of every Director is evaluated. The framework also provides the manner in which the Directors, as a collective unit in the form of Board Committees and the Board function and perform. Particulars of Loans, Guarantees or Investments Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Contracts or Arrangements with Related Parties All related party contracts / arrangements / transactions of the nature as specified in Sec. 188(1) of the Companies Act, 2013 entered during the financial year were in the ordinary course of the business of the Company and were on arm's length basis. Hence, Sec. 188(1) was not applicable and consequently no particulars in form AOC-2 have been furnished. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. All such Related Party Transactions are periodically placed before the Audit Committee for approval, wherever applicable. The details of the contracts or arrangements with related parties for the financial year under review are given in the notes to the financial statements. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is http://www.dbrealty.co.in.investor.html#policy Internal Financial Control Systems and their Adequacy The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposal of its assets. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. Your Directors are also proposing to examine the adequacy of these controls through professional agencies in order to improve upon the existing standards and norms on the Financial controls. Commitees of the Board: The composition of the various committees of the Board of Directors is stated in the Corporate Governance Report annexed to this Report. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration committee framed a broad policy on remuneration packages and other compensation for Executive Directors and other Senior Employees of the Company equivalent to or higher than the rank of General Manager Vigil mechanism: Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.dbrealty.co.in.investor.html#policy Risk Management Policy The Board of Directors reviews the risk management policy from time to time and the said policy aims at enhancing shareholders' value and providing an optimum risk-reward tradeoff. 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. Corporate Social Responsibility Committee In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee. The policy on CSR is uploaded on the website of the Company and the link for the same is www.dbrealty.co.in.investor.html#policy The Company has to spend in every financial year at least 2% of the average net profits of the company made during the three immediately preceding financial years. The amount to be spent on CSR is Rs.15.76 lakhs for the financial year 2014-15. The Committee has broadly recommended the areas in which CSR amount could be spent. In accordance with the recommendations of the CSR committee and the scope for considering substantial expenses being incurred and proposed to be incurred by the Company on the development of environmental beautification, with flora and fauna in a landmark location in Mumbai, the Company is examining the prospect of allocating the same towards CSR expenditure. Your Company shall ensure all efforts will be made to fulfil the Corporate Social Responsibility for the well being of the Society. Extracts of Annual Return Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return as at March 31, 2015 is annexed and forms part of this report (Annexure A). Number of Board Meetings during 2014-15 The Board met six times during the financial year 2014-15 and the details are mentioned in the Corporate Governance Report which is annexed to the Directors Report. Directors' Responsibility Statement In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2015 and of the loss of the Company for the year ended on that date; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis. e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Statutory Auditors Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and as per the approval of the shareholders taken in the previous Annual General Meeting, M/s. Haribhakti & Co, LLP, Chartered Accountants, hold office up to the conclusion of tenth AGM. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every AGM. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Accordingly, the Board of Directors has recommended, for the approval / ratification by the shareholders, the re-appointment of M/s. Haribhakti & Co, LLP, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of ensuing AGM till the conclusion of the next AGM on remuneration to be decided by the Board on the recommendation of the Audit Committee. Secretarial Auditors and Secretarial Audit Report Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company had appointed Mr. Vicky Kundaliya, Proprietor of M/s V.M. Kundaliya & Associates, Company Secretaries, Mumbai as its Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2014-15. The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the FY 2014-15 is annexed to this report (Annexure D). The observation of the Secretarial Auditor regarding the unspent amount on CSR activities in his Report, is dealt with elsewhere in this Report. Statutory Disclosures 1. Conservation of Energy, Technological Absorption, Foreign Exchange Earnings and Outgo Your Company is not covered by the schedule of industries which are required to furnish the information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule (8) of the Companies (Accounts) Rules, 2014 2. Particulars of Employees: In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014, the names and other particulars of the employees are to be set out in the Directors' Report as an addendum. However, in line with the provisions of Section 136 (1) of the Act, the Report and Accounts herein are being sent to all the members excluding the above information. Those interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company. Since no remuneration except setting fees has been paid to any Director, the ratio of such remuneration to the median employees remuneration has not been stated. During the year no increase in remuneration of any Director, or KMP or manager has been effected. The number of Permanent employees at the end of financial year was 50. The remuneration of the KMPs has been commensurate with their performance for the group. Other Disclosures: Your Company has not issued any shares with differential voting rights. Your Company has not issued any sweat equity shares. There was no revision in the financial statements. There were no material changes or commitments affecting the financial position of the Company between the financial year end and date of this report. There were 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. The Company has not received any complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. Acknowledgement Your Directors wish to place on record their appreciation to the Banks, Financial Institutions, Government Authorities, customers and other business associates for their support and co-operation and wish to place on record their gratitude to the shareholders and the investors for their trust, support and confidence in the Company. The Board also places on record its appreciation for the dedication displayed by employees at all levels. On behalf of the Board of Directors Vinod K. Goenka Chairman Place : Mumbai, date : August 8, 2015 |