AFFLUENCE

DIRECTORS' REPORT

To,

The Shareowners,
STUDDS ACCESSORIES LTD.

Your Directors have pleasure in presenting the 35th Annual Report of the Company for FY 2016-17, along with the audited statements of accounts for the same period.

FINANCIAL RESULTS

The results of your Company’s financial prudence and business excellence for the year ended 31st March, 2017 are as follows: -
(Rs.)

DIVIDEND
The Board recommends a dividend of Rs. 9.00 per share @90% on the paid up share capital of the company. Previous year Rs. 8 per share @ 80% (including interim dividend Rs. 7 per share) on the paid up Share Capital of the company.

OPERATING RESULTS AND PROFITS

During the year under review, the turnover of the company stood at Rs. 3,09,12,52,690 for the financial year 2016-17 as against Rs. 2,91,93,37,572 in the financial year 2015-16. Export Turnover during the year stands at Rs.23, 95, 36,122 as against Rs. 18,51,77,449 in the previous year. The Profit before tax is at Rs. 36,73,11,710 as compared to Rs. 38,44,38,375 in the previous year. The Profit after tax is at Rs. 23, 64, 69,484  as compared to Rs. 24, 38, 17,732 in the previous year.
There are no material changes and commitments affecting the financial position of your company which has occurred during the Financial Year 2016-17 & till the date of this report.

CORPORATE PERFORMANCE

The Company is committed to build a long term shareholder value with full emphasis on corporate performance. In achieving this objective, the Company has always endeavored to operate as a responsible and law abiding corporate entity.


BOARD OF DIRECTORS

In terms of the provisions of Section 152 of the Companies Act, 2013, Mrs. Charu Leekha is liable to retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers herself for re-appointment as Director of the Company. Mrs. Garima Khurana was appointed as additional director of the company w.e.f 29th March 2017

All the Independent Directors have given a declaration under sub-section (6) of Section 149 of the Companies Act, 2013 confirming their independence dated 31st March, 2017.

Sh. Madhu Khurana, Chairman, Sh. Sidharth Bhushan Khurana, Managing Director and Smt. Chand Khurana, Whole-Time Director are not receiving any commission/remuneration from Subsidiary Company. 

The designation of the following directors have changed during the year

S.No. DIN Name Designation from Designation to

1. 00172770 Mr. Madhu Khurana   Managing Director Chairman
2.  00172788 Mr. Sidharth Bhushan  Whole time Director Managing Director
Khurana

NUMBER OF BOARD MEETINGS

During the year under review, Ten (10) meetings of the Board of Directors were held. The maximum gap between any two meetings was not more than one hundred and twenty days. Independent Director’s also had their separate meeting.

In respect of these meetings proper notices were given and the proceedings were properly recorded and placed in the minute’s book maintained for their purpose.


COMMITTEES

AUDIT COMMITTEE
The Audit Committee of the Company comprised of the following Three (3) Non Executive/Independent Directors, as at 31st March 2017:

Sh. Shanker Dev Choudhary Chairman, Independent Director
Smt. Pallavi Saluja Member, Independent Director
Sh. Sanjay Leekha Member, Non Executive Director

During the year three (3) meetings of Audit Committee were held on 26th August 2016, 15th December 2016 and 29th March 2017.

NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprised of the following Three (3) Non Executive/Independent Directors as at 31st March 2017:


Smt. Pallavi Saluja Chairperson, Independent Director
Sh. Shanker Dev Choudhary Member, Independent Director
Smt. Charu Leekha Member, Non Executive Director

During the year three (3) meetings of Nomination & Remuneration Committee were held on 26th August 2016, 15th December 2016 and 29th March 2017.

REMUNERATION POLICY

During the year under review, the Board of Directors of the Company has adopted a Remuneration Policy for Directors and other employees.

The Remuneration Policy of the Company is:

For Executive Directors: -The remuneration of Executive Director comprises of fixed component and Commission on Net profits of the Company. The fixed component comprises salary, allowances, perquisites, amenities and retirement benefits, based on recommendation of the Committee and requisite approvals including approvals from the Board, Shareholders and Central Government, if necessary.

For Other Employees:- Employees are assigned grades according to their qualification and work experience, competencies as well as their roles & responsibilities in the Organization and remuneration is determined within the appropriate grade and is based on various factors such as job profile, skill sets, seniority, experience and providing remuneration levels for equivalent jobs etc.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Under the Corporate Social Responsibility the company has undertaken various initiatives through Public Charitable Trust – Studds Foundation.

The Annual Report on the CSR Activities undertaken by the Company during the financial year is enclosed herewith as Annexure.

During the year under review, the Corporate Social Responsibility Committee constituted of the following members:

Sh. Madhu Khurana Chairman, Executive Director
Sh. Sidharth Bhushan Khurana Member, Executive Director
Sh. Sanjay Leekha Member, Non- Executive Director
Sh. Shanker Dev Choudhary Member, Independent Director

During the financial year, Three (3) Corporate Social Responsibility Committee Meeting were held on 26th August 2016, 15th December 2016 and 29th March 2017 and was attended by all the members.




SHARE TRANSFER COMMITTEE

The share Transfer committee of the company has been constituted on 3rd May 2016 comprising of Three (3) Executive Directors. As at 31st March 2017 the Share Transfer Committee comprised of:

Mr. Madhu Khurana Chairman, Executive Director
Smt. Chand Khurana Member, Executive Director
Mr. Sidharth Bhushan Khurana Member, Executive Director

During the financial year, Five (5) Share Transfer Committee Meeting were held on 18th July 2016, 20th September 2016, 19th January 2017, 18th March 2017 and 27th March 2017 and was attended by all the members.


FIXED DEPOSITS:

Your company has not accepted any deposits from the public under section 73 and 74 of the Companies Act 2013 during the year.

LOANS, GUARANTEES AND INVESTMENTS

During the year under review the company did not give any Loan secured or unsecured or any guarantee or provided any security in terms of provisions of section 186 of the Companies Act, 2013.


CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review the company did not have any transaction with any Related Party covered under section 188(1) of the Companies Act, 2013.Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

AUDITORS

Statutory Auditors

M/s. A.C. Mehta & Co., Statutory Auditors of the Company, have expressed their willingness for ratification for re-appointment and confirmed that their re-appointment, if ratified will be within the prescribed limits under section 141 (3) of the Companies Act, 2013 and they are not disqualified for such re-appointment within the meaning of Section 141 of the said Act.

M/s. A.C. Mehta & Co., Statutory Auditors re-appointment is subject to ratification by Shareholders at the Annual General Meeting of the Company.

Secretarial Auditors

The Board has appointed M/s. S.K. Agrawal & Co., New Delhi Practicing Company Secretaries as Secretarial Auditor for the Financial Year 2016-17 in terms of Provision of Section 204 of the Companies Act, 2013. The Secretarial Audit Report of the Company for the Financial year ended 31st March 2017 in the prescribed form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is annexed to this Report.



AUDITORS REMARK
The remarks/observation of the Statutory Auditors being self explanatory in nature, needs no further clarification/ explanation.
The remarks/observation of the Secretarial Auditors being self explanatory in nature, needs no further clarification/ explanation.

SUBSIDIARIES AND BRANCHES

The Company has only one subsidiary M/s M G Steel Limited CIN U74999DL1986PLC025140.

A report on the performance and financial position of the subsidiary is annexed to this report in the Form-AOC-1

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with Section 129(3) of the Companies Act, 2013 and Accounting Standard – 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the year 2016-17.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.

EXTRACT OF ANNUAL RETURN

The extract of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 is annexed to this report.









PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of Section 197 of the Companies Act, 2013 read with rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report.

RISK MANAGEMENT PLAN

The Company has a Business Risk Management Team to identify and evaluate Business Risk and Opportunities. This team ensures transparency across the organization to minimize adverse impact on the business objectives and enhances the Company’s competitive advantage.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUT GO:
Measures have been taken to optimize the economical use of energy to check its waste and to find out alternative sources of energy conservation.

b) The Company has its own specialization in Helmet manufacturing.

c) Foreign Exchange Earnings and outgo:
Earning – Rs. 18,26,67,660
Outgo –  Rs. 13,48,55,462

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the Company confirm the following: -

that in the preparation of the annual accounts for the year ended 31st March 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

that the directors had prepared the annual accounts on a going concern basis;

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

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

Your Company has a policy for the prevention of sexual harassment which has been implemented. It ensures prevention and deterrence towards the commissioning of acts of sexual harassment and communicates procedures for their resolution and settlement. A Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to thank customers, dealers, suppliers, shareholders, bankers and all business associates for their continued support to your Company’s growth and also wish to place on record their appreciation for dedicated services rendered by employees at all levels who have contributed to satisfactory performance of your Company.

Annexure to Boards Report

EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March, 2017
[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014

REGISTRATION AND OTHER DETAILS

CIN - U25208HR1983PLC015135
Registration Date - 3rd February 1983
Name of the Company - STUDDS ACCESSORIES LTD.
Category/Sub-Category of - Company limited by Shares
the Company Indian Non-Government Company
Address of the Regd. Office - 23/7 Mathura Road,
And contact details Ballabgarh,
Faridabad, Haryana 121004
Ph#0129-4296500   

Whether Listed Company - No
Name, Address and Contact
of RTA - N.A.

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company are: -

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

IV  SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

Category-wise Share holding

ii. Shareholding of Promoters

Change in Promoters’ Shareholding 

Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters, and holders of GDRs & ADRs)          

Shareholding of Directors and Key Managerial Personnel  

V INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment

VI   REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Remuneration to Managing Director, Whole-Time Directors and/or Manager
                                           (In Rs.)

* Mrs Garima Khurana was employed with the Company and working as Marketing Analyst. She was appointed as Additional Director by the Board on 29th March 2017.

Remuneration to other Directors: Nil

Remuneration to Key Managerial Personnel other than MD/Manager/WTD : NOT APPLICABLE

PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Place : Faridabad MADHU KHURANA
Date : 24th August, 2017 Chairman
                                                DIN : 00172770









Annexure to Boards report
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures


Part “A”: Subsidiaries

The company has no other subsidiary, associate or joint venture company which has yet to start its operations.





























Annexure to Boards Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

A brief outline of the Company’s CSR policy, including overview of projects or programmes proposed to be undertaken.

The CSR Policy is adopted by the Board of Directors in their meeting held on 17th March 2015.

CSR POLICY

The CSR Policy of Studds Accessories Limited is to:

To ensure environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water.
To create awareness amongst the general public about Health & Safety.
To support the programmes organised by World Healthcare Organisation (WHO), UNICEF or any other institution of health & safety for the general public.  
To eradicate hunger, poverty, malnutrition, promoting health care including preventive healthcare and sanitation and making available safe drinking water.
To promote education including social education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects.
To promote gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.
To protect of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art, setting up public libraries, promotion and development traditional arts and handicrafts.
To provide training for promoting rural sports, nationalized sports, Paralympics sports and Olympic sports.
To provide disaster relief by way of medical aid, food supply and supply of drinking water etc.
To make rural development.
To make slum area development.
To construct, operate and manage hospitals, laboratories and Education Centers, schools & colleges.
To introduce literacy programmes for the under privilege children and as well as adults of the vicinity around, to educate the poor children.
To give, provide and/or render help and assistance in cash or kind to poor and/or destitute people widows etc.
To give, provide and/or render help and assistance and implement any scheme for providing livelihood upliftment of the poor’s.
To give, provide and/or render monetary and/or other help and assistance for the relief of persons and animals affected by natural and other calamities such as flood, fire, famine, cyclone, earth– quake, storm, accident, pestilence, drought, epidemic, unbearable, cost of living and the like, give donation, subscription or contributions to institutions establishment, centers of persons doing relief work on such occasions.
To open, fund, establish, promote, set-up, run, maintain, assist, finance support and/or aid help in the setting up and/or maintaining and /or running, libraries, reading room, and other training and vocational institutes.
To promote and encourage education and training in handicrafts, fine arts, among women and children.
To grant pay or give scholarship, stipends, prizes, rewards, allowance and other financial assistance or help in cash or kind to students with a view to help them in procuring their studies in school, colleges, educational institutions for teaching arts including teaching of cultural arts, research or educational works.
To promote, organise, administer, establish, support, maintain, and/or grant aid to any person, institution or society or organization whatsoever having its objects of charitable purposes and to incur expenditure in connection therewith.
To promote, assist and/or maintain all activities by whatsoever carried on in India in conformity with objects of the Trust and as are conducive to the well being and general welfare of the nation or are conducive for advancement of any object or objects of general public utility.

Composition of CSR committee as on 31st March, 2017

During the year under review, the Corporate Social Responsibility Committee comprised of the following members:

Sh. Madhu Khurana        Chairman, Executive Director
Sh. Sidharth Bhushan Khurana Member, Executive Director
Sh. Sanjay Leekha Member, Non- Executive Director
Sh. Shanker Dev Choudhary Member, Independent Director

Average Net Profit of the Company for last three financial years

Average Net Profits – Rs. 21,97,21,272 /-

4.  Prescribed CSR Expenditure (two percent of the amount as in item 3 above)

CSR Expenditure –Rs. 43,94,426/-

5.  Details of CSR spent during the financial year:

Total amount spent for the financial year: Rs. 44,00,000/-
Under the Corporate Social Responsibility the company has undertaken various initiatives through Public Charitable Trust – Studds Foundation to operate the Corporate Social Responsibility activities of the Company. Amount of Rs. 44,00,000/- has been transferred by Studds Accessories Ltd. to Studds Foundation during the year.

    b) Amount unspent if any: Nil

    c). Manner in which the amount spent during the financial year is detailed below:

The CSR Committee confirms that the implementation and monitoring of the CSR policy is in compliance with the CSR objectives and policy of the Company.

By order of the Board


Place : Faridabad MADHU KHURANA
Date : 24th August 2017 Chairman
                                                DIN : 00172770

Annexure to Boards report
 
Information Pursuant to Section 197 of The Companies Act, 2013 and Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Forming Part of the Board’s Report for the year ended 31 March, 2017

Employed throughout the year ended 31 March, 2017 & were in receipt of Remuneration aggregating not less than Rs. 102,00,000/- per annum.

 
Employment is contractual based.
Remuneration includes salary, commission, provident fund and perquisites, directors fee if any.
No other employee have received a remuneration Rs. 8,50,000 per month in part of the year or Rs. 102,00,000 per annum.
Mr. Sidharth Bhushan Khurana- Managing Director is son of Mr. Madhu Khurana, Chairman of the company.

By order of the Board
 
Place : Faridabad MADHU KHURANA
Date : 24th August, 2017 Chairman
                                           DIN : 00172770
 
 
Annexure to Boards Report

FORM No. MR-3

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2017
 
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014]
 
To,
The Members,
M/s Studds Accessories Limited
23/7 Mathura Road, Ballabgarh,
Faridabad - Haryana.
 
 
We have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by



M/s Studds Accessories Limited (CIN-U25208HR1983PLC015135) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
 
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
 
We have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. Studds Accessories Limited for the financial year ended on 31st March, 2017 according to the provisions of:
 
The Companies Act, 2013 (the Act) and the rules made thereunder;
The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder are not applicable as the unlisted company.
The Depositories Act, 1996 and the regulations and bye –laws framed thereunder are not applicable as the unlisted company.
Foreign Exchange Management Act, 1999 and the rules & regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowing.
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) are not applicable as unlisted company:-
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; - not applicable.
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; - not applicable.
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009 – not applicable.
The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; - not applicable.
The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - not applicable.
The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; - not applicable.
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - not applicable. and
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; - not applicable.

No other industry specific law applicable to the company.

We have also examined compliance with the applicable clauses of the following:
 
Secretarial Standards issued by The Institute of Company Secretaries of India.

The Listing Agreement entered into by the Company with Stock Exchange is not applicable as the unlisted company.
 
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc mentioned above as applicable to the company except the following :

Corporate Social Responsibility (CSR)
Average Net Profit of the Company for last three financial years:
Average Net Profits – Rs.21,97,21,272/-
Prescribed CSR Expenditure (2% of Average Net Profit) :
CSR Expenditure –Rs. 43,94,426/-
CSR spent on the project & programmes during the financial year :
CSR spent - Rs. 44,00,000/-
(Amount of Rs. 44,00,000/- has been transferred by Studds Accessories Ltd. to Studds Foundation during the year.)
 
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Mrs. Garima Khurana was appointed as additional director of the company w.e.f. 29.03.2017.
 
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the Board Meetings and Committee Meetings are carried out by majority of votes as recorded in the Minutes of the Meetings of the Board of Directors or Committee of the Board as the case may be.
 
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines and as informed, the company has responded to notices for demand, claims, penalties etc levied by various statutory/ regulatory authorities & initiated actions for corrective measures, where ever necessary.
 
We further report that during the audit period there are no specific events/ actions having a major bearing on the company's affairs in pursuance of the laws, rules, regulations, guidelines, standards etc referred to above.
 
Date : 24.08.2017 for S. K. AGRAWAL & CO.
Place : New Delhi  Company Secretaries
 
 
 
 
S. K. Agrawal
Proprietor
FCS No. 4404
C. P. No. 7525
 
 
 
Note: This report is to be read with the notes of even date which is annexed as Annexure - A and forms an integral part of this report.


‘Annexure A’
 
 
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2017
 
To,
 
M/s Studds Accessories Limited
23/7 Mathura Road, Ballabgarh,
Faridabad Haryana.
 
Our Secretarial Audit Report for the financial year 2016-17 of even date is to be read along with the following notes-
 
Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we have followed provide a reasonable basis for our opinion.

We have not verified the correctness and appropriateness of financial records, personal records of employee(s) and Books of Accounts of the company.

Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.



Date : 24.08.2017 for S. K. AGRAWAL & CO.
Place : New Delhi  Company Secretaries
 
 
S. K. Agrawal
Proprietor
FCS No. 4404
C. P. No. 7525