Directors Report of Esteem Bio Organic Food Processing Ltd.

Mar 31, 2018

To,

The Members

Esteem Bio Organic Food Processing Limited

The Directors have great pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended at 31^st March, 2018.

1. FINANCIAL RESULTS

The summarized performance of the Company for the years 2017-18 and 2016 -17 is given below:

(Rupees in Lacs)

Particulars	For Financial Year Ended
	31st March, 2018	31st March, 2017
Income	346.14	371.52
Expenditure	197.56	242.16
before Tax	148.58	129.35
Tax Expense	5.37	5.93
/ (Loss) After Tax	143.21	123.42

2. FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 346.14 Lacs against Rs. 371.52 (lacs) in the previous year. Profit after taxation for the financial year ended on 31st March, 2017 increased to Rs. 143.21 against Rs. 123.42 (lacs) in the previous year.

3. RESERVES & SURPLUS

The Reserve and Surplus is Rs. 1750.62 Lacs as on the end of the Current year and the Profit of the Current year Rs. 143.21 Lacs have been transferred to Reserve and Surplus.

4. DIVIDEND

To Plough back the profits into the business, the Board of Directors has not declared any dividend during the year.

5. CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

6. DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

8. RISK MANAGEMENT POLICY

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.

Therefore, in accordance with Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

9. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(Rs. In Lakhs)

No.	Name of Director/KMP	Remuneration of	increase in
	and Designation	Director/ KMP for FY	Remuneration in FY
		2017-18	2017-18**
1.	Brij Kishore Sabharwal Director	2,40,000	N.A.

The number of permanent employees as on 31^st March 2018 was 3.

Average of remuneration of employees excluding KMPs - Nil

No employee’s remuneration for the year 2017-18 exceeded the remuneration of any of the Directors.

Company’s performance has been provided in the Directors’ Report which forms part of the Board Report.

The key parameter for the variable component of key Managerial personnel(s) is linked with Company performance and Individual performance.

The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

10. STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018 -NOT APPLICABLE

RE-APPOINTMENT OF DIRECTORS

In accordance with Section 152 of the Companies Act, 2013 [corresponding section 255 & 256 of Companies Act 1956] read with the Articles of Association of the Company, Mr. Brij Kishore Sabharwal, Non-Executive Director of the Company, retire by rotation and are being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31^st March, 2018, provision of section 129 of the Companies Act, 2013 is not applicable.

11. STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company.

12. FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2017 -18 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company’s policies, procedures and practices. Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors.

13. AUDITORS

The Board has recommended the ratification of appointment of M/s. Sushil Upadhyay & Associates, Chartered Accountants, by the shareholders in the forthcoming Annual General Meeting as required under Section 139 of the Companies Act, 2013, to the effect that their appointment if made, will be within the limits as prescribed under the provisions thereof. Your Directors recommend their Appointment as the Statutory Auditors of the Company.

In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of M/s. Sushil Upadhyay & Associates, Chartered Accountants, as the statutory of the company is placed for the ratification by the shareholders of the company to hold office form the conclusion of this meeting until the conclusion of the three consecutive annual general meeting and are eligible for appointment. The said re-appointment is subject to ratification by the members at every Annual General Meeting.

14. AUDITOR’S REPORT

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134(3) of the Companies Act, 2013.

15. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

16. EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March, 2018 made under the provisions of Section 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure-I.

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

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

19. DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year 2017-18, Mr. Sushil Kumar has resigned from the directorship of the Company w.e.f. 22^nd December, 2017 and Ms. Sita devi appointed in place of him as Independent Director.

Later on Mr. Sanjay Lohra appointed as Whole Time Director of the Company with effect from 12.03.2018 subject to the approval of Shareholders in the Annual General Meeting.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Six Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

S. No.	Date of meeting	Total No. of Directors on Date of Meeting	No. of Directors attended
1.	26.05.2017	3	3
2.	30.08.2017	3	3
3.	23.11.2017	3	3
4.	22.12.2017	3	3
5.	12.03.2018	4	4

b. AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc.

The Audit Committee also advises the Management on the areas where internal control system can be improved. The Terms of reference of the Audit Committee are in accordance with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as follows:

- Oversight of the Issuer’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

- Recommending to the Board, the appointment, re-appointment and, if required, there placement or removal of the statutory auditor and the fixation of audit fees.

- Approval of payment to Statutory Auditors for any other services rendered by the statutory auditors.

- Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

(i) Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act, 1956;

(ii) Any changes in accounting policies and practices and reasons for the same;

(iii) Major accounting entries involving estimates based on exercise of judgment by management;

(iv) Significant adjustments made in the financial statements arising out of audit findings;

(v)Compliance with listing and other legal requirements relating to financial statements;

(vi) Disclosure to any related party transactions;

(vii) Qualifications in the draft audit report.

- Reviewing with the management the half yearly financial statements before submission to the Board for approval.

- Reviewing with the management, performance of statutory and internal auditors, adequacy of internal control systems;

- Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

- Discussion with internal auditors any significant findings and follow up thereon;

- Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matters to the Board;

- Discussion with Statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

- Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

Name of Member	Designation	Category
Ms. Sita Devi	Chairperson	Independent Director
Mr. Sujit Gupta Kumar	Member	Independent Director
Mr. Brij Kishore Sabharwal	Member	Non Executive Director

During the financial year 2017-18, Four (4) meeting of Audit Committee was held i.e. 26.05.2017, 30.08.2017, 23.11.2017 and 12.03.2018.

c. STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholder Relationship Committee to redress the complaints of the shareholders. The committee currently comprises of three Directors. Ms. Sita Devi is the Chairperson of the committee.

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Name of Member	Designation	Category
Ms. Sita Devi	Chairperson	Independent Director
Mr. Sujit Gupta Kumar	Member	Independent Director
Mr. Brij Kishore	Member	Non Executive Director
Sabharwal

During the financial year 2017-18, Four (4) meeting of Stakeholder Relationship Committee was held i.e. 26.05.2017, 30.08.2017, 23.11.2017 and 12.03.2018.

ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of our Board looks into:

- The redressal of investors complaints viz. non-receipt of annual report, dividend payments etc.

- Matters related to share transfer, issue of duplicate share certificate, dematerializations.

- Also delegates powers to the executives of our Company to process transfers etc.

The status on various complaints received / replied is reported to the Board of Directors as an Agenda item.

d. NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Nomination and Remuneration Committee are given below:

Name of Member	Designation	Category
Ms. Sita Devi	Chairperson	Independent Director
Mr. Sujit Gupta Kumar	Member	Independent Director
Mr. Brij Kishore	Member	Non Executive Director
Sabharwal

During the financial year 2017-18, Four (4) meeting of Stakeholder Relationship Committee was held i.e. 26.05.2017, 30.08.2017, 23.11.2017 and 12.03.2018.

TERMS OF REFERENCE

The terms of reference of Remuneration Committee includes the following:

- The remuneration committee recommends to the board the compensation terms of the executive directors.

- The committee to carry out evolution of every director’s performance and recommend to the board his/her appointment and removal based on the performance.

- The committee to identify persons who may be appointed in senior management/Director in accordance with the criteria laid down.

- Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment.

- Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors.

- Ensuring the remuneration policy is good enough to attract, re tain and motivate directors.

- Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of the Company and the shareholders.”

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

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

In order to prevent sexual harassment of women at workplace; the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are effective in the Company. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

A. No. of Complaints received: 0

B. No. of Complaints disposed off: 0

25. MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies, (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

26. SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Devesh Arora, Proprietor of Devesh Arora & Associates, Company Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided by the Secretarial Auditor in Form No. MR-3 has been enclosed.

There are some qualifications given by the Scrutinizer, Company is in process of Removal of that Qualifications.

27. CORPORATE GOVERNANCE

As per Chapter IV Regulation 15 of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, A Company Listed on BSE SME Platform is not required to contain Corporate Governance Report in its Annual Report.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

But during the financial year 2015-2016, SEBI has passed an ad interim Order dated 29th June, 2015 restraining the Company from Security market and Company has not yet received any and Investigation Report and Final order from SEBI.

29. PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

30. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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) 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;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of board of Directors

Dated: 03/08/2018 Esteem Bio Organic Food Processing Limited

Place: New Delhi Sd/- Sd/-

Brij Kishore Sabharwal Sujit Gupta Kumar

Director Director

DIN: 01303907 DIN No: 06642102

---

Mar 31, 2015

The Directors have great pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended at 31st March, 2015.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2014-15 and 2013 -14 is given below:

(Rupees in Lacs)

For Financial Year Ended

Particulars 31st March 2015 31st March 2014

Total Income 361.92 330.91

Total Expenditure 232.20 143.56

Profit before Tax 129.71 187.35

Less: Tax Expense 6.88 3.44

Profit / (Loss) After Tax 122.83 183.90

FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 361.92(Lacs) against Rs. 330.91(lacs) in the previous year. Profit after taxation for the financial year ended on 31st March, 2015 decreased to Rs.122.83 against Rs. 183.90 in the previous year.

RESERVES & SURPLUS

The Reserves and Surplus is Rs. 1362.72 Lacs as on the end of the Current year and the Profit of the Current year Rs. 122.83 Lacs has been transferred to Reserve and Surplus.

DIVIDEND

To Plough back the profits into the business, the Board of Directors has not declared any dividend during the year.

SHARE CAPITaL

Sub- Division of shares

During the period under review, The Authorized Share Capital as on March 31, 2015 is Rs.25,00,00,000(Rupees Twenty Five crores only) (25,00,00,000 shares of Rs.1/each). The Company has split up its share capital from Rs.10 per share into the shares of Rs. 1/- each w.e.f. 12.02.2015 divided into 25,00,00,000(Rupees Twenty Five crores only)Equity Shares of Rs.1/-(Rupees One Only)each.

Right Issue

Esteem Bio Organic Food Processing Ltd has informed BSE that the Company has fixed November 10, 2014 as the Record date for the purpose of determining the entitlement to the Rights Issue Of 99,45,333 Equity Shares On Rights Basis in The Ratio Of Two (2) Rights Equity Share For Every Three (3) Equity Share held by the Existing Equity Shareholders ("The Issue") on the record date.

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed to Directors' Report.

DEPOSITS:

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

RISK MANAGEMENT POLICY

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.

Therefore, in accordance with Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro- active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr. Name of Director/KMP and Designation Remuneration of % increase in No. Director/ KMP for Remuneration FY 2014-15 (Rs. In in FY 2014-15** Lakhs)

1. Mr. Jai Kumar, Whole Time Director 2,40,000 N.A.

2. Ms. Saroj Sherawat and Ms. Nishu Tomar, CS 96,000 NA

During the year under review, Ms. Saroj Sherawat, Company Secretary has resigned from the post w.e.f. September 30, 2014 and Ms. Nishu Tomar has been appointed as Company Secretary and Compliance officer of the Company w.e.f. October 01, 2014 in her place.

The number of permanent employees as on 31st March 2015 was 3.

Average of remuneration of employees excluding KMPs - Nil

No employee's remuneration for the year 2014-15 exceeded the remuneration of any of the Directors.

Company's performance has been provided in the Directors' Report which forms part of the Board Report.

The key parameter for the variable component of key Managerial personnel(s) is linked with Company performance and Individual performance.

The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 - NOT APPLICABLE

RE-APPOINTMENT OF DIRECTORS

In accordance with Section 152 of the Companies Act, 2013 [corresponding section 255 & 256 of Companies Act 1956] read with the Articles of Association of the Company, Mr. Brij Kishore Sabharwal, Non-Executive Director of the Company, retire by rotation and are being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014 -15 had familiarize the Independent

Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company's policies, procedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors.

AUDITORS

In Terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Sushil Upadhyay & Associates, Chartered Accountants, having, were appointed as Statutory Auditors of the Company by the shareholders through Postal Ballot dated 28th April, 2015 to hold conclusion of ensuing Annual General Meeting. The said appointment is subject to ratification by the members at every Annual General Meeting.

The Board has recommended appointment of M/s. Sushil Upadhyay & Associates, Chartered Accountants, having, by the shareholders at the forthcoming Annual General meeting. The Company has received a letter from M/s. Sushil Upadhyay & Associates, Chartered Accountants, confirming their eligibility under Section 141 of the companies Act, 2013.

AUDITOR'S REPORT

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134(3) of the Companies Act, 2013.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

EXTRACT OF THE ANNUAL RETURN

Pursuant to 'the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the f financial year ended 31st March, 2015 made under the provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure-II.

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

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year 2014-15, Ms. Deepika Garg has been appointed as an Additional Women Independent Director and Mr. Vinod Kumar Garg has resigned from the post of Directorship with effect from March 23, 2015.

Ms. Saroj Sherawat, Company Secretary has resigned from the post w.e.f. September 30, 2014 and Ms. Nishu Tomar has been appointed as Company Secretary and Compliance officer of the Company w.e.f. October 01, 2014 in her place.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Thirteen Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

S. No. Date of meeting Total No. of Directors on the No. of Directors Date of Meeting attended

1. 05.05.2014 4 4

2. 28.05.2014 4 4

3. 22.08.2014 4 4

4. 08.09.2015 4 4

5. 30.09.2014 4 4

6. 01.10.2014 4 4

7. 27.10.2014 4 4

8. 05.11.2014 4 4

9. 13.11.2014 4 4

10. 12.12.2014 4 4

11. 31.12.2014 4 4

12. 13.02.2015 4 4

13. 23.03.2015 4 4

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

Name of Member Designation Category

Vinod Kumar Garg* Chairman Independent Director

Sujit Gupta Kumar Member Independent Director

Jai Kumar Member Executive Director

Deepika Garg* Chairman Independent Director

*Resignation of Vinod Kumar Garg & Appointment of Ms. Deepika Garg as an Additional Director w.e.f. 23.03.2015.

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Name of Member Designation Category

Sujit Gupta Kumar Chairman Independent Director

Vinod Kumar Garg* Member Independent Director

Brij Kishore Sabharwal Member Non-Independent Non Executive Director

Deepika Garg* Chairman Independent Director

*Resignation of Vinod Kumar Garg & Appointment of Ms. Deepika Garg as an Additional Director w.e.f. 23.03.2015.

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Nomination and Remuneration Committee are given below:

Name of Member Designation Category

Mr. Vinod Kumar Garg Chairman Independent Director

Mr. Sujit Kumar Gupta Member Independent Director

Mr. Brij Kishore Sabharwal Member Non-Independent Non Executive Director

Ms. Deepika Garg Chairman Independent Director *Resignation of Vinod Kumar Garg & Appointment of Ms. Deepika Garg as an Additional Director w.e.f. 23.03.2015.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

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

In order to prevent sexual harassment of women at workplace; the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are effective in the Company. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a. No. of Complaints received: 0

b. No. of Complaints disposed off : 0

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sumit Gupta, Proprietor of Sumit Gupta & Associates, Company Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure-I.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Auditors regarding the compliances with conditions of Corporate Governance in terms of Clause 52 of the Listing Agreement is annexed to this report.

PERSONNEL Q

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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) 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;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

ACKNOWLEDGEMENTS

The Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of board of

Dated: 18/08/2015 Esteem Bio Organic Food Processing Limited

Place: New Delhi

Sd/- Sd/ Brij Kishore Sabharwal Jai Kumar

Director Director

Din No.: 01303907 DIN No: 06416683

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Mar 31, 2014

The Members

Esteem Bio Organic Food Processing Limited

The Directors have great pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended at 31st March, 2014.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2013-14 and 2012-13 is given below:

(Rupees in Lacs)

For Financial Year Ended Particulars 31st March, 2014 31st March, 2013

Total Income 330.91 651.05

Total Expenditure 143.56 393.57

Profit before Tax 187.35 257.48

Less: Tax Expense 3.44 2.34

Profit / (Loss) After Tax 183.90 255.14

Proposed Dividend 0.00 0.00

Tax on Dividend 0.00 0.00

Transferred to Statutory Reserves 0.00 0.00

FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 330.91 against Rs. 651.05 in the previous year. Profit after taxation for the financial year ended on 31st March, 2014 decreased to Rs. 183.90 against Rs. 255.14 in the previous year.

RIGHT ISSUE %

During the year under review, the Board of Directors of Company in its meeting held on 30th August, 2013 approved the right issue of equity shares 99,45,333 equity shares of Rs. 10/- each in the ratio of 3 (Three) Equity Shares for every 2 (two) Equity Shares through rights issue.

INCREASE IN AUTHORISED SHARE CAPITAL

During the year under review, the Authorised Share Capital has increased from Rs.16,50,00,000/- (Rupees Sixteen Crore fifty lacs only) divided into 1,65,00,000 Equity Shares of Rs. 10/-each to Rs. 25,00,00,000/- (Rupees Twenty Five Crore only) divided into 2,50,00,000 Equity Shares of Rs. 10/- each.

RE-APPOINTMENT OF DIRECTORS

In accordance with Section 152 of the Companies Act, 2013 [corresponding section 255 & 256 of Companies Act 1956] read with the Articles of Association of the Company, Mr. Brij Kishore Sabharwal, Non-Executive Director of the Company, retire by rotation and are being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

DIVIDEND

To Plough back the profits into the business, the Board of Directors has not declared any dividend during the year.

PUBLIC DEPOSIT

During the year under review, Your Company has not accepted the deposits under section 58A of the Companies Act, 1956 and Companies (Acceptance of deposits) Rules 1975 as amended upto date.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed to Directors'' Report.

AUDITORS

The Auditors M/s. Rupesh Mangal & Associates., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS REPORT

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134(3) of the Companies Act, 2013. VOT

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

SUBSIDARY COMPANIESf

The Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared.

DIRECTOR RESPONSIBILITY STATEMENT

Pursuant TORS R provisions of Section 217(2AA) of the Companies Act, 1956 the Directors confirm:

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

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit or Loss of the company for the year under the review.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

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

The provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earnings and outgo during the year under Report.

PARTICULARS OF EMPLOYEES

As required by the provision of section 217(2A) of the Companies Act, 1956.Read with the Companies (particulars of employee) rules, 1975 as amended, no employee was in receipt of remuneration exceeding Rs. 60, 00,000/- per annum or 5, 00,000/- per month for any part thereof.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

CORPORATE GOVERNANCE AND * MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 52 of the Listing Agreement.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of board of Dated: 22/08/2014 Esteem Bio Organic Food Processing Limited

Place: New Delhi

Sd/- Sd/ Brij Kishore Sabharwal Jai Kumar Director Director Din No.: 01303907 DIN No: 06416683

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Annual Report and Audited Accounts of Esteem Bio Organic Food Processing Limited (''the Company'') for the year ended 31st March, 2013 (''the financial year'').

FINANCIAL HIGHLIGHTS

The summarised performance of the Company for the years 2012-13 and 2011-12 is given below:

(Rs.In Lacs)

Particulars For Financial Year Ended 31st March, 2013 31st March, 2012

Total Income 651.05 304.29

Total Expenditure 341.95 9.94

Profit before Depreciation and Tax 309.10 294.35

Less: Depreciation 51.62 0.00

Profit after Depreciation but before Tax 257.48 294.35

Less: Current Tax 2.34 0.00

Add: Excess Provision of Income Tax of Previous years 0.00 0.00

Profit / (Loss) After Tax 255.14 294.35

Proposed Dividend 0.00 0.00

Tax on Dividend 0.00 0.00

Transferred to Statutory Reserves 0.00 0.00

FINANCIAL PERFORMANCE

During the year under review, your Company has recorded a total income of Rs. 651.05 Lacs, against Rs. 304.29 Lac in the previous year. Net Profit before Taxation for the financial year ended March 31, 2013 reduced to Rs. 257.48 Lac from Rs. 294.35 Lac which is decrease of 12.53% from the previous year. Consequently, the Profit after Tax decreased from Rs. 294.35 Lac to Rs. 255.14 Lac an Decrease of 13.32%.

DIVIDEND

In consideration of future prospects of the Company, Your Board of Directors has decided to plough back the profits into the business operations of the Company.

LISTING ON SME PLATFORM OF THE BSE LIMITED

Yours Directors are pleased to inform you that your Company successfully listed its securities on the SME Platform of the BSE Limited on 7th February, 2013 and the Company has paid Listing Fees to the Exchange for the year 2012-13.

INITIAL PUBLIC OFFERING

Post Completion of initial public offer (IPO) of shares, your Company has fully spent / utilized the proceeds of the funds raised under the IPO as per the object of the issue as on 31st March, 2013.

Statement of Utilization Issue Proceeds by Company as on 31st March, 2013

(Rs.in Lac)

Issue Objects (as per Prospectus) Amount to be Amount actually utilized utilized as on 31st March, 2013

Setting up of Shade Net Cultivation Facility 380.00

Development of farm land for transition to organic farming 565.00 515.59

Procurement of Farm Tools and equipments 30.00 5.06

Brand Build and General Corporate Purpose 80.00

Issue Expenses 70.00 31.28

Investment in Short Term Advances 577.57

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed to Directors'' Report.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year under review.

RE-APPOINTMENT OF DIRECTORS

In accordance with Section 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Vinod Kumar Garg and Mr. Brij Kishore Sabharwal, Non-Executive Director of the Company, retire by rotation and are being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

During the year, Mr. Neeraj Mittal resigned from the Directorship and Mr. Sujit Gupta joined the Board as Independent Director. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the year ended March 31 2013, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;

b. the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2013 and of the Profit of the Company for the year ended on that date;

c. 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; and

d. the Directors had prepared the annual accounts of the Company on a ''going concern'' basis.

STATUTORY AUDITORS

M/s. Anil Bandhu & Co., Chartered Accountants (having Firm Registration No. 002960C) as Statutory

Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and has, vide its letter, shown their inability to continue as Statutory Auditor of the Company.

The Company has received letter from M/s Rupesh Mangal & Associates, Chartered Accountants, FRN 025449N, to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

A Board of directors of the company has recommended their appointment in the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

The provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earning and outgo during the year under Report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from the Auditors regarding the compliance with conditions of Corporate Governance in terms of Clause 52 of the Listing Agreement is annexed to this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

SD/- SD/-

BRIJ KISHORE SABHARWAL Jai Kumar

DIRECTOR DIRECTOR

DIN NO.: 01303907 DIN NO.: 06416683

Place: New Delhi

Date: July 22, 2013