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Directors Report of Kemp & Company Ltd.

Mar 31, 2018

The Directors are pleased to present the 137^th Annual Report together with the Audited Annual Accounts of your Company for the year ended 31^st March, 2018

FINANCIAL RESULTS

(Rs. in thousand)

Particulars	Year Ended 31.03.2018	Year Ended 31.03.2017
Revenue from operations	50,701	53,312
Profit before Depreciation, Interest and Tax	15,547	19,680
Finance cost	-	116
Depreciation and Amortization expenses	2,556	2,551
Profit before tax	12,991	17,013
Tax expenses:
1. Deferred tax	(5,181)	2,853
2. Excess provision for tax relating to prior year	(5)	54
Profit for the year	18,177	14,106

OVERALL PERFORMANCE AND OUTLOOK

During the year under review, the Sales and Other Income declined by 4.89% from Rs. 53,312 thousand to Rs. 50,701 thousand. The profit before tax has decreased from Rs. 17,013 thousand to Rs. 12,991 thousand. However, the profit after tax has increased from Rs. 14,106 thousand to Rs. 18,177 thousand due to reversal of deferred tax provided earlier as per new accounting standards IndAS.

The Company is exploring various options to improve performance in the coming year.

RESERVES & DIVIDEND

During the year under review, as well as the previous year, the Company has not transferred any amount to the General Reserves. As on 31^st March, 2018, Reserves and Surplus of the Company were at Rs. 1,239 Thousands.

Your Directors are pleased to recommend for your consideration, a dividend of Re. 1/- (Rupee One only) per equity share of Rs. 10/- each for the financial year 2017-18.

Your Company had not declared any dividend for the financial year 2016-17.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed herewith as Annexure âAâ.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'' respectively, have been duly followed by the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, four Board Meetings and four Audit Committee Meetings were convened and held. A calendar of Meetings is prepared and circulated in advance to your Directors. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013. In addition, the Independent Directors had a meeting during the year under review.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, your Directors, based on their knowledge and belief and the information and explanations obtained confirm that:

(a) in the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) such accounting policies selected and applied 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 for the financial year ended 31^st March, 2018 and of the profit and loss of your Company for that period;

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

(d) annual accounts for the financial year ended 31^st March, 2018 have been prepared on a going concern basis;

(e) internal financial controls had been laid down and followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (executive/non-executive) and also the criteria for determining the remuneration of the Directors, KMP and other employees. Nomination and Remuneration Policy of the Company has been displayed on the Company''s website i.e. www.kempnco.com.

AUDITORS

Statutory Auditors

At the 136^th Annual General Meeting held on 4^th August, 2017, M/s. M L Bhuwania and Co., LLP, Chartered Accountants (Firm Registration No. 101484W/W100197) were appointed as Statutory Auditors of the Company to hold office for a term of 5 years commencing from the conclusion of 136^th Annual General Meeting till the conclusion of 141^st Annual General Meeting, subject to ratification of appointment by the Members of the Company in each Annual General Meeting.

The Companies (Amendment) Act, 2017 published in the Gazette of India on January 3, 2018, amended few sections of the Companies Act, 2013 including omission of first proviso to Section 139(1) of the Companies Act, 2013 which provided for ratification of appointment of Statutory Auditors by Members at every Annual General Meeting. The amendment to said section is already effective from May 7, 2018.

In view of the above, the Board of Directors of the Company have proposed partial modification of previous resolution of the Members passed at the 136^th Annual General Meeting of the Company on appointment of Statutory Auditors and recommend to continue appointment of M/s. M L Bhuwania and Co., LLP, Chartered Accountants (Firm Registration No. 101484W/W100197), Statutory Auditors of the Company for a period of five years commencing from the conclusion of 136^th Annual General Meeting till the conclusion of 141^st Annual General Meeting of the Company, without seeking any further ratification of their appointment from Members at this Annual General Meeting and ensuing Annual General Meetings till the tenure of the Statutory Auditors.

The Notes on financial statements referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company have re- appointed M/s. Ragini Chokshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2018-19. The Secretarial Audit Report for the financial year 2017-18 forms part of this Annual Report and is appended as Annexure âBâ to the Board''s report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of your Company are Mrs. Shalini D. Piramal, Managing Director; Mr. Sunil Kumar Gupta, Chief Financial Officer and Mr. Kunal Chhatwani, Company Secretary. There is no change in Key Managerial Personnel during the year under review.

BOARD EVALUATION

Pursuant to section 134(3) of the Act read and in terms of Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has set up a policy for the performance evaluation of all Directors, which is available on the website of your Company.

The Board of Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director to be carried out on an annual basis. Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out during the financial year 2017-18.

Performance of each of your Directors is evaluated based on several factors by the entire Board excluding the Director being evaluated. Your Company has also set up Performance Evaluation Policy for its Independent Directors and Executive Directors inter-alia which include independent view on Key appointments and strategy formulation, safeguard of stakeholders interest, raising concerns, if any to the Board, update of skills and knowledge, strategic planning for finance and business related, operational performance level of the Company, qualification and leadership skills. The Board of Directors of your Company discusses and analyses its own performance on an annual basis, together with suggestion for improvements thereon based on the performance objectives set for the Board as a whole. The Board approved the evaluation results. Your Company has formulated a separate Evaluation Policy for its Board members, which is available on the website of your Company.

None of the independent directors are due for re-appointment.

TRAINING OF INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with your Company''s procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings on business and performance updates of your Company, global business environment, business strategy and risks involved. The details of programmes for familiarisation for Independent Directors are on the website of the Company i.e. www.kempnco.com.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy and functions of your Company. The Executive Directors / Senior Management Personnel make presentations to the inductees about your Company''s strategy, products, markets, finance, human resources, technology, quality, facilities and risk management.

Further at the time of appointment of an Independent Director, your Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director.

CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS/ MANAGEMENT PERSONNEL

The Code of Business Conduct and Ethics for Directors/Management Personnel (âthe Code''), as adopted by the Board, is a comprehensive Code applicable to Directors and Senior Management Personnel of your Company. The Code, while laying down in detail, the standards of business conduct and ethics also deals with governance aspects. A copy of the Code has been uploaded on your Company''s website www. kempnco.com. The Code has been circulated to Directors and Management Personnel and its compliance is affirmed by them regularly on an annual basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Company''s website at the link - www.kempnco.com

All contracts or arrangements entered into by the Company with Related Parties have been done at arm''s length and are in the ordinary course of business.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure âCâ to this report. Related Party disclosures as per IndAS have been provided in Note No. 41 of the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurred after 31^st March, 2018 which may affect the financial position of the Company or may require disclosure.

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

As the Company is not engaged in any manufacturing activity, there are no particulars to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 as regards conservation of energy or technology absorption. Further, during the year under review, the Company has neither earned nor spent any foreign exchange.

RISK MANAGEMENT

The Company has a risk management framework comprising risk governance structure and defined risk management process. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management. The processes and practices of risk management of the Company encompass risk identification, classification and evaluation.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS

Mr. Shekhar Shah has resigned from the Directorship of the Company vide resignation letter dated 4^th June, 2018.

Mr. Satyen Dalal was appointed as an Additional Director (Non-Executive, Independent Director) of the Company with effect from 22^nd June, 2018.

Mrs. Shalini D. Piramal, Managing Director of your Company retires by rotation and being eligible offers herself for re-appointment.

NAME OF THE COMPANIES WHICH HAVE BECOME/CEASED TO BE SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company does not have any subsidiary. During the year under review, no companies have become/ceased to be subsidiaries, joint venture or associate companies of the Company.

PUBLIC DEPOSITS

During the year under review your Company has not invited or accepted any deposits.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.

INTERNAL FINANCIAL CONTROL

Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for your Directors, employees and stakeholders to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Company''s website i.e. www.kempnco.com

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has formulated a Policy to prevent Sexual Harassment of Women at workplace and constituted Internal Complaints Committees (ICC). During the year, no cases alleging sexual harassment of Women at workplace has been received by ICC.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2018 stood at Rs. 10,802 thousand. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2018, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Ranjan Sanghi, Mrs. Shalini D. Piramal, Mr. Shekhar Shah* and Mr. Satyen Dalal**. All the recommendations made by the Audit Committee were deliberated and accepted by the Board.

Mr. Ranjan Sanghi, Chairman of the Audit Committee, was present at the 136^th Annual General Meeting of the Company held on 4^th August, 2017 to answer the shareholders queries.

*Mr. Shekhar Shah has resigned from the Directorship of your Company vide resignation letter dated 4^th June, 2018.

**Mr. Satyen Dalal was appointed as an Additional Director (Non-Executive, Independent Director) and Member of Audit Committee of the Company with effect from 22^nd June, 2018.

PARTICULARS OF EMPLOYEES

Your Company has no employee whose remuneration details are required to be provided as per the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, no stock options have been granted by your Company.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

(Rs. in thousand)

S. No.	Name	Designation	Remuneration paid for the Financial Year (2017-18)
1.	Mrs. Shalini D. Piramal	Managing Director	24.32
2.	Mr. Sunil Kumar Gupta	Chief Financial Officer	32.05
3.	Mr. Kunal Chhatwani	Company Secretary	10.05

1. Your Directors'' Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2017-18 was as under:

Director''s Name	Ratio of remuneration of each Director to the median employees'' remuneration
Mrs. Shalini D. Piramal	3.7X

2. The Percentage increase in remuneration of Managing Director, Chief Financial Officer and Company Secretary were as under:

Name	Designation	Increase
Mrs. Shalini D. Piramal	Managing Director	Nil
Mr. Sunil Kumar Gupta	Chief Financial Officer	9%
Mr. Kunal Chhatwani	Company Secretary	18%

The percentage increase in the median remuneration of employees for the financial year 2017-18 is around 17%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

3. The number of permanent employees on the rolls of the Company - 7

4. The Percentage increase in salaries of the managerial personnel at 50^th percentile is 7%. The Percentage increase in salaries of the non-managerial personnel at 50^th percentile is 1.78%. The increase/decrease in remuneration is not solely based on the Company''s performance but also includes various other factors like individual performance, experience, skill sets, academic background, industry trends, economic situation and future growth prospects etc. besides the Company performance. There are no exceptional circumstances for increase in the managerial remuneration.

5. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors

SHALINI D. PIRAMAL RANJAN SANGHI

Place: Mumbai Managing Director Director

Date: 9^th August, 2018 (DIN-01365328) (DIN-00275842)

Mar 31, 2017

DIRECTORSâ REPORT

The Directors are pleased to present the 136^th Annual Report together with the Audited Financial Statements of your Company for the year ended 31^st March, 2017.

FINANCIAL RESULTS

(Amount in Rupees)

Particulars	Year Ended 31.03.2017	Year Ended 31.03.2016
Total Turnover	3,82,11,310	5,37,24,881
Profit before Depreciation, Interest and Tax	43,05,135	67,20,532
Finance cost	1,16,358	3,85,737
Depreciation and Amortization expenses	25,50,688	32,99,751
Profit before tax	16,38,089	30,35,044
Tax expenses	(41,171)	(96,841)
Profit for the year	16,79,260	31,31,885

OVERALL PERFORMANCE AND OUTLOOK

During the year under review, the Sales and Other Income decreased by 29% from Rs. 5,37,24,881/- to Rs. 3,82,11,310/-. The profit after tax has decreased from Rs. 31,31,855/- to Rs. 16,79,260/-. The profit before tax has decreased from Rs.30,35,044/- to Rs.16,38,089/-.

The Company is exploring various options to improve performance in the coming year.

Reserves of the Company were Rs. 15,60,60,094/- as on 31^st March 2017. During the year under review, the Company has not transferred any amount to the General Reserves.

DIVIDEND

With a view to conserve resources your Directors have not recommended any dividend for the financial year 2016-17. During previous year, the Company paid dividend @5% i.e. Rs. 0.50/- per equity share of face value of Rs.10/- each.

ANNUAL RETURN

NUMBER OF MEETINGS OF THE BOARD

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directorsâ Responsibility Statement, your Directors, based on their knowledge and belief and the information and explanations obtained confirm that:

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

(b) such accounting policies selected and applied 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 for the financial year ended 31^st March, 2017 and of the profit and loss of your Company for that period;

(d) annual accounts for the financial year ended 31^st March, 2017 have been prepared on a going concern basis;

(e) internal financial controls had been laid down and followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DECLARATION OF INDEPENDENT DIRECTORS

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination and Remuneration policy is annexed herewith as Annexure âBâ to this report.

AUDITORS

Statutory Auditors

The tenure of appointment of M/s. Kalyaniwalla & Mistry, Chartered Accountants, is completing at the forthcoming Annual General Meeting. The Board on the recommendation of Audit Committee, proposes to appoint M/s. M L Bhuwania and Co., LLP, Chartered Accountants (Firm Registration No. 101484W/W100197) as Statutory Auditors of your Company for a term of 5 years commencing from the conclusion of 136^th Annual General Meeting till the conclusion of 141^st Annual General Meeting subject to ratification by Members at every Annual General Meeting. As required under the provisions of Section 139 and Section 141 of the Companies Act, 2013, your Company has received written certificate from the Statutory Auditors proposed to be appointed, to the effect that their appointment, if made, would be in conformity with the limits specified in the said Section.

The Report received from M/s. Kalyaniwalla & Mistry, Chartered Accountants for the financial year 2016-17 does not contain any qualifications, reservations or adverse remarks.

A proposal seeking appointment of M/s. M L Bhuwania and Co., LLP, Chartered Accountants, as the Statutory Auditors of your Company is provided as a part of the Notice convening the ensuing Annual General Meeting.

Internal Auditors

M/s. Suresh Surana & Associates LLP were the Internal Auditors of your Company for the financial year 2016-17. Based on the recommendation of the Audit Committee of your Company, the Board of Directors of your Company has re-appointed M/s. Suresh Surana & Associates LLP as the Internal Auditors of your Company for the financial year 2017-18.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company have re- appointed M/s. Ragini Chokshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2016-17 forms part of this Annual Report and is appended as Annexure âCâ to the Boardâs report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

INSURANCE

All the assets of your Company, including Buildings, Equipment etc. have been adequately insured.

DEPOSITORY

Your Companyâs shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories,

i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) of your Company are Mrs. Shalini D. Piramal, Managing Director, Mr. Sunil Kumar Gupta, Chief Financial Officer and Mr. Kunal Chhatwani, Company Secretary. There is no change in KMP during the year under review.

BOARD EVALUATION

None of the independent directors are due for re-appointment.

TRAINING OF INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Companyâs procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings on business and performance updates of your Company, global business environment, business strategy and risks involved.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management Personnel make presentations to the inductees about your Companyâs strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

Further at the time of appointment of an Independent Director, your Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The format of letter of appointment is available on the website of your Company. Your Company has set up a separate Familiarization program for newly appointed Independent Directors and the same is available on the website of your Company.

CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS/ MANAGEMENT PERSONNEL

The Code of Business Conduct and Ethics for Directors/Management Personnel (âthe Codeâ), as adopted by the Board, is a comprehensive Code applicable to Directors and Senior Management Personnel of your Company. The Code, while laying down in detail, the standards of business conduct and ethics also deals with governance aspects. A copy of the Code has been uploaded on your Companyâs website www. kempnco.com. The Code has been circulated to Directors and Management Personnel and its compliance is affirmed by them regularly on an annual basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company with Related Parties have been done at armâs length and are in the ordinary course of business.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure âDâ to this report. Related Party disclosures as per AS-18 have been provided in Note No. 26 of Financial Statements.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurred after 31^st March, 2017 which may affect the financial position of the Company or may require disclosure.

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

As the Company is not engaged in any manufacturing activity, there are no particulars to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 as regards conservation of energy or technology absorption. Further, during the year under review, the Company has neither earned nor spent any foreign exchange.

RISK MANAGEMENT

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS

Mr. M.K. Arora, Director of your Company retires by rotation and being eligible offers himself for re-appointment.

NAME OF THE COMPANIES WHICH HAVE BECOME/CEASED TO BE SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company does not have any subsidiary. During the year under review, no companies have become/ceased to be subsidiaries, joint venture or associate companies of the Company.

PUBLIC DEPOSITS

During the year under review your Company has not invited or accepted any deposits.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Companyâs operations in future.

INTERNAL FINANCIAL CONTROL

Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companyâs policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

VIGIL MECHANISM

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Any unclaimed or unpaid Dividend relating to the financial year 2009-10 is due for remittance on 23^rd August, 2017 to the Investor Education and Protection Fund established by the Central Government.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2017 stood at Rs. 1,08,02,000/-. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2017, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of Mrs. Shalini D. Piramal, Mr. Ranjan Sanghi and Mr. Shekhar Shah. All the recommendations made by the Audit Committee were deliberated and accepted by the Board. Mr. Ranjan Sanghi, Chairman of the Audit Committee, was present at the 135^th Annual General Meeting of the Company held on 20^th September, 2016 to answer the shareholders queries.

PARTICULARS OF EMPLOYEES

During the year under review, no stock options have been granted by your Company.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Sr. No	Name	Designation	Remuneration paid for the Financial Year 2016-17
1	Mrs. Shalini D. Piramal	Managing Director	Rs. 24,61,800/-
2	Mr. Sunil Kumar Gupta	Chief Financial Officer	Rs. 29,56,574/-
3.	Mr. Kunal Chhatwani	Company Secretary	Rs. 800,334/-

1. Your Directorsâ Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2016-17 was as under:

Director''s Name	Ratio of remuneration of each Director to the median employeesâ remuneration
Mrs. Shalini D. Piramal	3.7X

2. The Percentage increase in remuneration of Managing Director, Chief Financial Officer and Company Secretary were as under:

Name	Designation	Increase
Mrs. Shalini D. Piramal	Managing Director	0%
Mr. Sunil Kumar Gupta	Chief Financial Officer	6%
Mr. Kunal Chhatwani	Company Secretary	18%

The percentage increase in the median remuneration of employees for the financial year 2016-17 is around 13%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

3. The number of permanent employees on the rolls of the Company - 7

4. The Percentage increase in salaries of the managerial personnel at 50^th percentile is 5%. The Percentage increase in salaries of the non-managerial personnel at 50^th percentile is 3%. The increase/decrease in remuneration is not solely based on the Companyâs performance but also includes various other factors like individual performance, experience, skill sets, academic background, industry trends, economic situation and future growth prospects etc. besides the Company performance. There are no exceptional circumstances for increase in the managerial remuneration.

5. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors

SHAILINI D. PIRAMAL RANJAN SANGHI

Managing Director Director

(DIN No. 01365328) (DIN No. 00275842)

Place: Mumbai

Dated: 30^th May, 2017

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 134th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March 2015:

Financial Results

(Amount in Rupees)

Year ended Year ended

31.3.2015 31.3.2014

Sales & Other Income 79,015,904 84,109,785

Gross Profit 10,167,429 15,283,132

Depreciation 2,107,432 1,526,876

Interest - -

Profit before Tax 8,059,997 13,756,256

Provision for Tax (Net of Deferred Tax ) 804,287 2,295,621

Profit / (Loss) after Tax 7,255,710 11,460,635

Prior year Adjustments (61130) 45,000

Profit brought forward from previous year 65,878,293 60,726,438

Profit available for appropriation 73,195,133 72,142,073

APPROPRIATIONS:

Proposed Dividend 1,080,200 1,080,200

Tax on Proposed Dividend 219,903 183,580

Transfer to General Reserve 5,000,000 5,000,000

Balance transferred to Balance Sheet 66,895,030 65,878,293

73,195,1331 72,142,073

OVERALL PERFORMANCE AND OUTLOOK

During the year under review, the Sales and Other Income decreased by 6.05% from Rs. 84,109,785/- to Rs. 79,015,904/-. The profit after tax was down by 36.69% from Rs. 11,460,635/-. to Rs. 7,255,710/-. The profit before tax for the year ended 31st March 2015 was at Rs. 8,059,997/- (previous year Rs. 13,756,256/-).

The Company is exploring various options to improve performance in the coming year.

Reserves of the Company was at Rs. 151,899,001/- as on 31st March 2015.

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Re. 1/- per equity share i.e. @ 10% (previous year Re. 1/- per equity share) on the paid-up equity share capital of your Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 (the Act) with respect to the Directors' Responsibility Statement, your Directors, based on their knowledge and belief and the information and explanations obtained, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) accounting policies are selected and applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company for the financial year ended 31st March 2015 and of the profit and loss of your Company for the financial year ended 31st March 2015;

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

(d) annual accounts are prepared for the financial year ended 31st March 2015 on a 'Going Concern' basis;

(e) internal financial controls have been laid down and followed by your company and that such internal financial controls are adequate and were 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.

Pursuant to section 134(3)(d) of the Act, your Company confirms having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report issued by Ragini Chokshi & Associates, Practising Company Secretary (CP No. 1436) is annexed to this Report and forms part of this Annual Report.

INSURANCE

All the assets of your Company, including Plant & Machinery, Buildings, Equipment etc. have been adequately insured.

DEPOSITORY

Your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories,

i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

ELECTRONIC VOTING

Your Company has entered into an agreement with NSDL and CDSL for providing facility of e-voting to its shareholders. For the year 2014-15, your Company has availed services of CDSL for providing facility of remote e-voting to its shareholders for casting their vote electronically.

PUBLIC DEPOSITS

Your Company has not invited or accepted any Public Deposits during the financial year under report.

DIRECTORS

Pursuant to the provisions of the section 161 of the Companies Act, 2013 read with Article 107 of the Articles of Association of your Company, Mrs. Shalini D. Piramal is appointed as an Additional Director and Whole-time Director designated as Managing Director and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for appointment as Director. Mrs. Shalini D. Piramal is proposed to be appointed as a whole-time Director of your Company for a period of 5 years with effect from 26th March 2015.

Pursuant to the provisions of the section 161 of the Companies Act, 2013 read with Article 107 of the Articles of Association of your Company, Mr. Rajkumar Kataria is appointed as an Additional Director and he shall hold office only up to the date of this Annual General Meeting and being eligible offer himself for appointment as Director. Mr. Rajkumar Kataria is proposed to be appointed as an Independent Director of your Company for a period of 5 years with effect from 14th August 2015.

Mr. Maneck Davar ceased to be the Director of your Company with effect from 29th July 2015. Your Directors wish to place on record their appreciation for the guidance and inputs provided by Mr. Maneck Davar during his tenure as a Director of your Company.

Mr. M. K. Arora, Director of your Company retires by rotation and being eligible offers himself for re-appointment.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, information on the Directors seeking appointment/re-appointment is provided as a part of the Notice convening the ensuing Annual General Meeting.

BOARD EVALUATION

Pursuant to section 134(3) of the Act read with Schedule IV thereto and in terms of clause 49 of the Listing Agreement with the Stock Exchanges, your Company has set up a policy for the performance evaluation of all Directors.

Performance of each of your Directors is evaluated basis several factors by the entire Board excluding the Director being evaluated. Your Company has also set up Performance Evaluation Policy for its Independent Directors and Executive Directors interalia which include independent view on Key appointments and strategy formulation, safeguard of stakeholders interest, raising concerns, if any to the Board, update of skills and knowledge, strategic planning for finance and business related, operational performance level of the Company, qualification and leadership skills etc. The Board of Directors of your Company discusses and analyses its own performance on an annual basis, together with suggestion for improvements thereon based on the performance objectives set for the Board as a whole. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results. Your Company has formulated a separate Evaluation Policy for its Board members, which is available on the website of your Company.

None of the independent directors are due for re-appointment.

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with your Company's procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings on business and performance updates of your Company, global business environment, business strategy and risks involved.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to your Directors.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management Personnel make presentations to the inductees about your Company's strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

Further at the time of appointment of an Independent Director, your Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The format of letter of appointment is available on the website of your Company. Your Company has set up a separate Familiarisation program for newly appointed Independent Directors and the same is available on the website of your Company.

CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS/ MANAGEMENT PERSONNEL

The Code of Business Conduct and Ethics for Directors/Management Personnel ('the Code'), as adopted by the Board, is a comprehensive Code applicable to Directors and Senior Management Personnel of your Company. The Code, while laying down in detail, the standards of business conduct and ethics also deals with governance aspects. A copy of the Code has been uploaded on your Company's website www.kempnco.com. The Code has been circulated to Directors and Management Personnel and its compliance is affirmed by them regularly on an annual basis.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Your Company's Board of Directors met five times during the financial year under review. A calendar of Meetings is prepared and circulated in advance to your Directors. During the year under report, five Board Meetings and four Audit Committee Meetings were convened and held. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of your Company are Mrs. Shalini D. Piramal, Managing Director (w.e.f. 26th March 2015), Mr. Sunil Kumar Gupta, Chief Financial Officer and Mr. Kunal Chhatwani, Company Secretary.

AUDITORS

Statutory Auditors

M/s. Kalyaniwalla & Mistry, Chartered Accountants, Statutory Auditors hold office till the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of Section 139 and Section 141 of the Companies Act, 2013, your Company has received a written certificate from the Statutory Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The Report does not contain any qualifications, reservations or adverse remarks.

A proposal seeking their re-appointment is provided as a part of the Notice convening the ensuing Annual General Meeting.

Internal Auditors

M/s. Suresh Surana & Associates LLP were the Internal Auditors of your Company for the financial year 2014-15. Based on the recommendation of the Audit Committee of your Company, the Board of Directors of your Company has appointed M/s. Suresh Surana & Associates LLP as the Internal Auditors of your Company for the financial year 2015-16.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Ragini Chokshi & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of your Company. The Secretarial Audit Report for the financial year 2014-15 forms part of the Annual Report as Annexure A to the Board's report.

The Report does not contain any qualifications, reservations or adverse remarks.

The Board has appointed M/s. Ragini Chokshi & Associates, a firm of Company Secretaries in Practice, as the Secretarial Auditors of your Company for the financial year 2015-16.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for your Directors and employees to safeguard against victimisation of persons who use vigil mechanism and report genuine concerns. The Audit Committee shall oversee the vigil mechanism.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

MATERIAL SUBSIDIARIES

Your Company does not have any subsidiary.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. The Related Party Transaction Policy is available on the website of your Company.

None of the transactions with any of related parties were in conflict with your Company's interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 25 of the Financial Statements, forming part of the Annual Report.

Your Company's major related party transactions are generally with its holding company.

PARTICULARS OF EMPLOYEES & EMPLOYEE STOCK OPTION SCHEME

Your Company has no employee whose remuneration details are required to be provided under the purview of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, no stock options have been granted by your Company. Accordingly, no new equity shares have been allotted under the Employee Stock Option Scheme. Hence, no disclosure under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 have been made during the year under review.

SIGNIFICANT AND MATERIAL ORDERS

Your Company has received an order from Delhi High Court to vacate the premises held by the Company on tenancy basis at Connaught Place, New Delhi. The said shop premises have been vacated on 30th July 2015. This will have an impact on the future operations of the Company in trading business.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2007-08 is due for remittance to the Investor Education and Protection Fund established by the Central Government on 30th September 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by your Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed herewith as Annexure B.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

S. Name Designation Remuneration paid No. for the Financial Year 2014-15 (in Rs.)

1 Mrs. Shalini D. Piramal Managing Director -

2 Mr. Sunil Kumar Gupta Chief Financial 1,984,959 Officer

3. Mr. Kunal Chhatwani Company Secretary 390,300

1. A brief write up on the Human Resource Department and initiatives taken during the year 2014-15

Your Company is in the process of setting up a formal Human Resource Department for initiating various steps for induction and training of the employees.

The employee strength as on 31st March 2015 was 8.

2. Your Directors' Remuneration (without variable pay / commission) to the median remuneration of the employees of your Company for the year 2014-15 was as under:

Director's Name Ratio of remuneration of each Director to the median employees' remuneration

Mrs. Shalini D. Piramal -

3. The Percentage increase in remuneration of all Executive Directors, Chief Financial Officer and Company Secretary were as under:

Name Designation Increase

Mrs. Shalini D. Piramal Managing Director -

Mr. Sunil Kumar Gupta Chief Financial Officer 14%

Mr. Kunal Chhatwani Company Secretary 14%

4. The percentage increase in the median remuneration of employees for the financial year 2014-15 is at 10.06%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

5. Your Company considered the following factors while recommending the increase in compensations.

1. Financial performance of your Company

2. Sales growth of your Company during the year under review

3. Salary Benchmarking against peer companies

4. Industry benchmarks

6. Your Company provided an average increase in remuneration of 10% to Key Managerial Personnel against an overall average increase in median salaries of 10.06%.

7. The comparison of remuneration of each of the Key Managerial personnel against the performance of your Company is as below: Managing Director: Nil% of net profits for the year 2014-15

Chief Financial Officer: 2.51% of net profits for the year 2014-15 Company Secretary: 0.49% of net profits for the year 2014-15

8. There is no variable payout for Directors.

9. There are no employees of your Company who received remuneration in excess of the highest paid Director of your Company.

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

As the Company is not engaged in any manufacturing activity, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as regards conservation of energy or technology absorption. Further, during the year under review, the Company has neither earned nor spent any foreign exchange.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors

Rajan Sanghi M. K. Arora Place: Mumbai Director Director Dated: 14th August 2015 DIN : 00275842 DIN : 00031777

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 133rd Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014:

FINANCIAL RESULTS (Amount in Rs.)

Year ended Year ended 31.3.2014 31.3.2013

Sales & Other Income 84,109,785 73,401,089

Gross Profit 15,283,132 10,849,103

Depreciation 1,526,876 1,537,639

Interest - -

Profit before Tax 13,756,256 9,311,464

Provision for Tax (Net of Deferred Tax ) 2,295,621 1,962,674

Profit / (Loss) after Tax 11,460,635 7,348,790

Prior year Adjustments 45,000 123,059

Profit brought forward from previous year 60,726,438 59,764,487

Profit available for appropriation 72,142,073 66,990,218

APPROPRIATIONS:

Proposed Dividend 1,080,200 1,080,200

Tax on Proposed Dividend 183,580 183,580

Transfer to General Reserve 5,000,000 5,000,000

Balance transferred to Balance Sheet 65,878,293 60,726,438

72,142,073 6,690,218

OVERALL PERFORMANCE AND OUTLOOK

During the year under review, while the Sales and Other Income recorded increase of 14.59% from Rs.73,401,089/- to Rs.84,109,785/- the profit after tax recorded increase of 58.01% from Rs.7,348,790/- to Rs. 11,460,635/-. The profit before tax for the year ended 31st March, 2014 was at Rs. 13,756,256/- (previous year Rs.9,311,464/-).

The outlook for the coming year is favourable.

Reserves of the Company was at Rs. 145,886,204/- as on 31st March, 2014.

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Re.1/- per equity share i.e. @ 10% (previous year Rs.1/- per equity share) on the paid-up equity share capital of your Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, your Directors confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year ended 31st March 2014 and of the profits of your Company for the financial year ended 31st March 2014;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts for the financial year ended 31st March, 2014 have been prepared on a ''Going Concern'' basis.

LISTING OF EQUITY SHARES

Your Company''s equity shares are listed on the Bombay Stock Exchange Ltd. situated at Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai - 400 001. Your Company has made upto date payment of the listing fees.

DIRECTORS

Mr. M. K. Arora, Director retires by rotation and being eligible offers himself for re-appointment. A proposal for re-appointment of Mr. M. K. Arora as Director shall be included in the Notice convening the ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions, if any of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Ranjan Sanghi, Mr. Shekhar Shah and Mr. Maneck Davar are proposed to be appointed as Independent Directors of your Company for a period of 5 (five) years with effect from the date of the 133rd Annual General Meeting. Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act 2013.

PUBLIC DEPOSITS

Your Company has not invited or accepted any Public Deposits during the financial year under report.

AUDITORS

M/s. Kalyaniwalla & Mistry, Chartered Accountants, retire at the ensuing Annual General Meeting and express their willingness to continue, if so appointed. As required under the provisions of Section 139 and Section 141 of the Companies Act, 2013, your Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits prescribed under the said section of the Companies Act, 2013.

A proposal seeking their re-appointment will be provided as a part of the Notice convening the ensuing Annual General Meering.

Section 204 of the Companies Act, 2013 requires listed companies to appoint Secretarial Auditor. Accordingly, your Company has appointed Ragini Chokshi & Associates as the Secretarial Auditors of the Company for the financial year 2014-15.

COMPLIANCE CERTIFICATE

Pursuant to proviso to Section 383A of the Companies Act, 1956, a certificate from the Company Secretary in whole-time practice in respect of compliance by the Company with the provisions of the Companies Act,1956, is annexed to this report.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for Directors and employees to safeguard against victimisation of persons who use vigil mechanism and report genuine concerns. The Audit Committee shall oversee vigil mechanism.

CONSERVATION OF ENERGY ETC

As the Company is not engaged in any manufacturing activity, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as regards conservation of energy or technology absorption. Further, during the year under review, the Company has neither earned nor spent any foreign exchange.

PARTICULARS OF EMPLOYEES

Your Company has no employee whose remuneration details are required to be provided under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rule, 1975.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the financial institutions, banks and other government departments for their assistance and co-operation during the year.

Your Directors also wish to place on record their appreciation of the dedicated services of the employees of the Company.

By the order of the Board of Directors

M. K. Arora Ranjan Sanghi Place: Mumbai Director Director Date: 29th May, 2014

Registered Office:

78A, MIDC Estate, Satpur, Nashik - 422 007

Mar 31, 2013

The Directors have pleasure in presenting their 132nd Annual Report on the affairs of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2013:

FINANCIAL RESULTS

(Amount in Rs.)

Year ended Year ended

31.3.2013 31.3.2012

Sales & Other Income 73,401,089 74,656,823

Gross Profit 10,849,103 16,203,420

Depreciation1 537,639 1,543,696

Interest

Profit before Tax 9,311,464 14,659,724

Provision for Tax (Net of Deferred Tax) 1,962,674 2,694,124

Profit/(Loss) after Tax 7,348,790 11,965,600

Prior year Adjustments 123,059 498,901

Profit brought forward from previous year 59,764,487 54,553,223

Profit available for appropriation 66,990,218 66,019,922

APPROPRIATIONS:

Proposed Dividend 1,080,200 1,080,200

Tax on Proposed Dividend 183,580 175,235

Transfer to General Reserve 5,000,000 5,000,000

Balance transferred to Balance Sheet 60,726,438 59,764,487

66,990,218 66,019,922

OVERALL PERFORMANCE AND OUTLOOK

During the year under review, while the Sales and Other Income recorded marginal decline of 1.68% from Rs.74,656,823/- to Rs.73,401,089/-, the profit after tax recorded decline of 38.58% from Rs.11,965,600/- to Rs. 7,348,790/-. The profit before Tax for the year ended 31st March, 2013 was at Rs. 9,311,464 /- (previous year Rs. 14,659,724/-).

The outlook for the coming year is favourable.

Reserves of the Company was at Rs. 135,734,349/- as on 31st March, 2013.

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Rs. 1/- per equity share i.e. @10% (previous year Rs. 1/- per equity share) on the paid-up equity share capital of your Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, your Directors confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) such accounting policies are selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profits of your Company for the year under review;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts for the financial year ended 31st March, 2013 have been prepared on a ''Going Concern'' basis.

LISTING OF EQUITY SHARES

Your Company''s equity shares are listed on the Bombay Stock Exchange Ltd. situated at Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai - 400 001. Your Company has made upto date payment of the listing fees.

DIRECTORS

Mr. Ranjan Sanghi, Director retires by rotation and being eligible offers himself for re-appointment. A proposal for re-appointment of Mr. Ranjan Sanghi as Director is included in the Notice convening the ensuing Annual General Meeting.

PUBLIC DEPOSITS

Your Company has not invited or accepted any Public Deposits during the financial year under report.

AUDITORS

M/s. Kalyaniwalla & Mistry, Chartered Accountants, retire at the ensuing Annual General Meeting and express their willingness to continue, if so appointed. As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

COMPLIANCE CERTIFICATE

Pursuant to proviso to Section 383A of the Companies Act, 1956, a certificate from the Company Secretary in whole-time practice in respect of compliance by the Company with the provisions of the Companies Act,1956, is annexed to this report.

CONSERVATION OF ENERGY

As the Company is not engaged in any manufacturing activity, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as regards conservation of energy or technology absorption. Further, during the year under review, the Company has neither earned nor spent any foreign exchange.

PARTICULARS OF EMPLOYEES

Your Company has no employee whose remuneration details are required to be provided under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rule, 1975.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the financial institutions, banks and other government departments for their assistance and co-operation during the year.

Your Directors also wish to place on record, their appreciation of the dedicated services of the employees of the Company.

By the order of the Board of Directors

Maneck Davar Ranjan Sanghi

Director Director

Registered Office:

78A, MIDC Estate Satpur

Nashik -422 007

Date: 29th May, 2013

Mar 31, 2012

The Directors have pleasure in presenting their 131-Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31th March, 2012:

FINANCIAL RESULTS

(Amount in Rupees)

Year ended Year ended

31.3.2012 31.3.2011

Sales & Other Income 74,656,823 65,329,819

Gross Profit 16,203,420 14,570,025

Depreciation 1,543,696 1,836,482

Interest - -

Profit before Tax 14,659,724 12,733,543

"Provision for Tax (Net of Deferred Tax) 2,694,124 3,244,461

Profit / (Loss) after Tax 11,965,600 9,489,082

Prior year Adjustments 498,901 133,109

"Profit brought forward from previous year 54,553,223 51,452,685

Profit available for appropriation 66,019,922 60,808,658

APPROPRIATIONS:

Proposed Dividend 1,080,200 1,080,200

Tax on Proposed Dividend 175,235 175,235

Transfer to General Reserve 5,000,000 5,000,000

Balance transferred to Balance Sheet 59,764,487 54,553,223

66,019,922 60,808,658

OVERALL PERFORMANCE AND OUTLOOK

During the year under review, while the Sales and Other Income recorded improvement of 14.27% from Rs 65,329,819/- to Rs 74,656,823/-, the profit after tax recorded increase of 26.10% from Rs 9,489,082/-to Rs 11,965,600/-.The profit before tax for the year ended 31st March, 2012 was at Rs 14,659,724/- (previous year Rs 12,733,543/-).

The outlook for the coming year is favourable.

Reserves of the Company was at Rs 129,772,398/- as on 31- March, 2012.

DIVIDEND

Your Directors are pleased to recommend for your consideration a Dividend of Rs 1/- per equity share i.e. @ 10% (previous year Rs 17- per equity share) on the paid-up equity share capital of your Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31th March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year under review.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial year ending 31th March, 2012 on a 'going concern' basis.

LISTING OF EQUITY SHARES

Your Company's equity shares are listed on the Bombay Stock Exchange Limited situated at Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai - 400 001. Your Company has made upto date payment of the listing fees.

DIRECTORS

Mr. Shekhar Shah, Director retires by rotation and being eligible offers himself for re-appointment. A proposal for re-appointment of Mr. Shekhar Shah as Director is included in the Notice convening the ensuing Annual General Meeting.

PUBLIC DEPOSITS

Your Company has not invited or accepted any Public Deposits during the financial year under report.

AUDITORS

M/s. Kalyaniwalla & Mistry, Chartered Accountants, retire at the ensuing Annual General Meeting and express their willingness to continue, if so appointed. As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

COMPLIANCE CERTIFICATE

Pursuant to proviso to Section 383A of the Companies Act, 1956, a certificate from the Company Secretary in whole-time practice in respect of compliance by the Company with the provisions of the Companies Act,1956, is annexed to this report.

CONSERVATION OF ENERGY ETC

As the Company is not engaged in any manufacturing activity, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as regards conservation of energy or technology absorption. Further, during the year under review, the Company has neither earned nor spent any foreign exchange.

PARTICULARS OF EMPLOYEES

Your Company has no employee whose remuneration details are required to be provided under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the financial institutions, banks and other government departments for their assistance and co-operation during the year.

Your Directors also wish to place on record, their appreciation of the dedicated services of the employees of the Company.

By the order of the Board of Directors

M. K. Arora Ranjan Sanghi

Director Director

Registered Office: 78A, MIDC Estate, Satpur, Nashik - 422 007 Date: 28th May, 2012

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their 130,th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2011:

Financial Results

(Amount in Rupees)

Year ended Year ended 31.3.2011 31.3.2010

Sales & Other Income 71,571,562 68,242,693

Gross Profit 14,570,025 12,248,492

Depreciation 1,836,482 1,613,258

Interest

Profit before Tax 12,733,543 10,635,234

Provision for Tax (Net of Deferred Tax & Fringe Benefit Tax) 3,244,461 2,978,045

Profit / (Loss) after Tax 9,489,082 7,657,189

Prior year Adjustments (133,109) 227,963

Profit brought forward from previous year 51,452,685 49,827,141

Profit available for appropriation 60,808,658 57,712,293

APPROPRIATIONS:

Proposed Dividend 1,080,200 1,080,200

Tax on Proposed Dividend 175,235 179,408

Transfer to General Reserve 5,000,000 5,000,000

Balance transferred to Balance Sheet 54,553,223 51,452,685

60,808,658 57,712,293

Overall Performance and Outlook

During the year under review, while the Sales and Other Income recorded improvement of 4.88% from Rs. 68,242,693/- to Rs. 71,571,562/-, the profit after tax recorded increase of 23.92% from Rs. 7,657,189/- to Rs. 9,489,082/-. The profit before Tax for the year ended 31st March, 2011 was at Rs. 12,733,543/- (previous year Rs. 10,635,234/-).

The outlook for the coming year is favourable.

Reserves of the Company was at Rs. 119,561,134/- as on 31st March, 2011.

Dividend

Your Directors are pleased to recommend for your consideration a Dividend of Re. 1/- per equity share i.e. @ 10% (previous year Re. 1/- per equity share) on the paid-up equity share capital of your Company.

Directors' Responsibility Statement

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year under review.

(iii). that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial year ending 31st March, 2011 on a 'going concern' basis.

Listing of Equity Shares

Your Company's equity shares are listed on the Bombay Stock Exchange Ltd. situated at Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai - 400 001. Your Company has made upto date payment of the listing fees.

Directors

Mr. M. K. Arora was appointed as an Additional Director of your Company with effect from 30lh May, 2011 and holds office till the conclusion of the ensuing Annual General Meeting. The approval of Shareholders is being sought to the appointment of Mr. M. K. Arora as a Director of your Company at the ensuing Annual General Meeting.

Mr. K. C. Gupte has resigned as the Director of your Company with effect from 31st March, 2011. Your Directors do place on record its appreciation for the valuable services rendered by Mr. K. C. Gupte during his tenure as Director.

Mr. Maneck Davar, Director retires by rotation and being eligible offers himself for re-appointment. A proposal for reappointment of Mr. Maneck Davar as Director is included in the Notice convening the ensuing Annual General Meeting.

Public Deposits

Your Company has not invited or accepted any Public Deposits during the financial year under report.

Auditors

M/s. Kalyaniwalla & Mistry, Chartered Accountants, retire at the ensuing Annual General Meeting and express their willingness to continue, if so appointed. As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Compliance Certificate

Pursuant to proviso to Section 383A of the Companies Act, 1956, a certificate from the Company Secretary in whole-time practice in respect of compliance by the Company with the provisions of the Companies Act, 1956, is annexed to this report.

Conservation of Energy etc

As the Company is not engaged in any manufacturing activity, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as regards conservation of energy or technology absorption. Further, during the year under review, the Company has neither earned nor spent any foreign exchange.

Particulars of employees

Your Company has no employee whose remuneration details are required to be provided under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rule, 1975.

Industrial relations

Industrial relations remained cordial throughout the year under review.

Acknowledgement

Your Directors record their gratitude to the financial institutions, banks and other government departments for their assistance and co-operation during the year.

Your Directors also wish to place on record their appreciation of the dedicated services of the employees of the Company.

By the order of the Board of Directors

M. K. Arora Ranjan Sanghi

Registered Office: Director Director

78A, MIDC Estate, Satpur Nashik -422 007

Date: 30th May, 2011

Mar 31, 2010

The Directors have pleasure in presenting their 129th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2010:

Financial Results

(Amount in Rupees)

Year ended 31.3.2010 Year ended 31.3.2009

Sales & Other Income 70,681,002 66,471,220

Gross Profit 12,248,492 8,918,661

Depreciation 1,613,258 1,608,672

Interest - 100,931

Profit before Tax 10,635,234 7,209,058

Provision for Tax (Net of Deferred Tax & Fringe Benefit Tax) 2,978,045 1,431,878

Profit / (Loss) after Tax 7,657,189 5,777,180

Prior year Adjustments 227,963 (428,972)

Profit brought forward from previous year 49,827,141 50,742,713

Profit available for appropriation 57,712,293 56,090,921

APPROPRIATIONS: Proposed Dividend 1,080,200 1,080,200

Tax on Proposed Dividend 179,408 183,580

Transfer to General Reserve 5,000,000 5,000,000

Balance transferred to Balance Sheet 51,452,685 4,98,27,141

57,712,293 5,60,90,921

Overall Performance and Outlook

During the year under review, while the Sales and Other Income recorded improvement of 6.33% from Rs. 66,471,220/- to Rs. 70,681,002/-, the profit after tax recorded increase of 32.54% from Rs. 5,777,180/- to Rs. 7,657,189/-. The profit before Tax for the year ended 31st March, 2010 was at Rs. 10,635,234/- (previous year Rs. 72,09,058/-).

The outlook for the coming year is favourable.

Reserves of the Company was at Rs. 111,460,596/- as on 31 st March, 2010.

Dividend

Your Directors are pleased to recommend for your consideration a Dividend of Re. 1/- per equity share i.e. @ 10% (previous

year Re. 1/- per equity share) on the paid-up equity share capital of your Company.

Directors Responsibility Statement

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31 st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that year under review.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial year ending 31st March, 2010 on a going concern basis.

Listing of Equity Shares

Your Companys equity shares are listed on the Bombay Stock Exchange Ltd. situated at Phiroze Jeejeebhoy Tower, Dalai Street, Mumbai - 400 001. Your Company has made upto date payment of the listing fees.

Directors

Mr. Ranjan Sanghi, Director retires by rotation and being eligible offers himself for re-appointment. A proposal for reappointment of Mr. Ranjan Sanghi as Director is included in the Notice convening the ensuing Annual General Meeting.

Mr. Mohanlal Kejariwal, Director expired on 27th August 2009. He has been a Director of the Company since 1984. Your Board places on record their appreciation for the valuable services rendered by Mr. Kejriwal during his long tenure as Director of the Comapny.

Public Deposits

Your Company has not invited or accepted any Public Deposits during the financial year under report.

Auditors

M/s. Kalyaniwalla& Mistry, Chartered Accountants, retire at the ensuing Annual General Meeting and express their willingness to continue, if so appointed. As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Compliance Certificate

Pursuant to proviso to Section 383A of the Companies Act, 1956, a certificate from the Company Secretary in whole-time practice in respect of compliance by the Company with all provisions of the Companies Act, 1956, is annexed to this report.

Conservation of Energy etc

As the Company is not engaged in any manufacturing activity, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as regards conservation of energy or technology absorption. Further, during the year under review, the Company has neither earned nor spent any foreign exchange.

Particulars of employees

Your Company has no employee whose remuneration details are required to be provided under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rule, 1975.

Industrial relations

Industrial relations remained cordial throughout the year under review. Acknowledgement

Your Directors record their gratitude to the financial institutions, banks and other government departments for their assistance and co-operation during the year.

Your Directors also wish to place on record their appreciation of the dedicated services of the employees of the Company.

By the order of the Board of Directors

K.C. Gupte ShekharShah

Director

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