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Directors Report of Orosil Smiths India Ltd.

Mar 31, 2018

DIRECTORS REPORT.

To,

The Members,

Orosil Smiths India Limited

Your Directors have pleasure in presenting 24th Annual Report together with the Audited Financial Statements along with the Report of Auditors for the financial year ended March 31, 2018.

FINANCIAL SUMMARY/HIGHLIGHTS

The highlights of the financial performance of the Company for the financial year ended March 31, 2018 as compared to the previous financial year are as under:

Amount (Rs. In Lacs)

Particulars	Financial year ended March 31, 2018	Financial year ended March 31, 2017
Revenue from Operations	375.66	177.13
Other Income	1.09	2.98
Total Income	376.75	180.11
Total expenditure excluding Depreciation	360.01	185.44
Add: Depreciation	19.88	22.67
Total expenditure	379.89	208.11
Profit/ [Loss] Before Tax & Exceptional Item	(3.14)	[28.00]
Exceptional Item	0	0
Profit/ (Loss) Before Tax	(3.14)	(28.00)
Tax Expenses:
Current Tax	0	0
Deferred Tax	0	0
Previous Year Adjustment	0	0
Profit / (Loss) after Tax	(3.14)	(28.00)
Other Comprehensive Income	0.19	(1.32)
Total Comprehensive Income	(2.94)	(29.32)

INDIAN ACCOUNTING STANDARDS

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company was required to adopt the Indian Accounting Standards (" Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015with effect from April 1, 2017. Accordingly, Financial Statements for the year ended March 31, 2017 have been restated to conform to Ind AS. The reconciliations and descriptions of the effect of the transition from IGAAP to Ind AS have been provided in the notes to accounts in Financial Statements.

FINANCIAL PERFORMANCE/OPERATIONAL REVIEW

The revenue from operations and other income for financial year under review were Rs. 376.75 Lacs as against Rs. 180.11 Lacs for the previous financial year registering an increase of 109% in the current year in comparison to the corresponding previous year. The net loss was Rs. 3.14 Lakhs for the Financial Year under review as against loss of Rs. 28 Lakh for the previous financial year.

STATE OF COMPANY''S AFFAIRS

Orosil Smiths India Limited is a company incorporated on 01st June 1994 primarily engaged in the business of Manufacturing, fabrication, Sale, Purchase, Traders/ Dealers of all kinds of Gold, Silver, Silver Ornaments/ Utensils and all other items of Gold, Silver and allied business.

During the year under review, the Company has also re-started admission for the Jewellery Designing and Manufacturing Course by its Institute named as Jewellery Designing and Technology Institute (JDTI) located at the Corporate Office of the Company.

Due to growth of trade in jewellery in the online medium, the Company has opened the account to sell their silver jewellery products on Flipkart.com. The company is offering silver jewellery under "Kuhjohl" brand. Earlier company was offering sale of "Kuhjohl" Jewellery on its own website, namely; www.orosil.com.

Your directors expect that there will be further improvement in overall performance in the coming years. DIVIDEND

Due to losses incurred by Company, your Directors have considered it financially prudent to not to declare any dividend. Therefore, no dividend has been recommended for the year ended March 31, 2018.

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves and Surplus during the year under review.

DEPOSITS

The Company has not accepted/received any Deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 during the financial year ended March 31, 2018. Further, there was no outstanding public deposit and unclaimed deposits as at March 31, 2018.

SHARE CAPITAL

During the financial year 2017-18, the Company has sub divided 1 (one) equity share of Rs. 5/- (Rupees 5) each face value fully paid upinto 5 (Five) number of equity shares of Re. 1/- (Re. one) each face value w.e.f. 28th August, 2017 (Record Date) by taking Shareholders approval in the last AGM held on 25th July, 2017.

Thus, there has been sub-division in the ratio of 5:1 whereby the face value of the shares has become Re 1/- and the number of Equity Shares comprising the share capital of the Company has increased from 8263200 to 41316000, the value remaining the same.

The Issued, Subscribed & paid-up share capital of the company as on March 31, 2018 was Rs. 5,22,00,000/- divided into 41316000 Equity Shares of Re.1/- each aggregating to Rs. 4,13,16,000 and 1088400 Preference Shares of Rs.10/- each aggregating to Rs. 1,08,84,000.

The company has neither issued shares with differential voting rights nor sweat equity shares. CHANGE IN THE NATURE OF BUSINESS. IF ANY

There has been no change in nature of business of your company during the year under review.

DETAILS OF SUBSIDIARIES/ 101NT VENTURE AND ASSOCIATES COMPANY

The Company does not have any Subsidiary, Joint Venture and Associates Company. During the year under review no company has become or ceased to be its subsidiary, joint venture or associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Kanchan Gupta resigned from the post of Company Secretary w.e.f. 2nd December, 2017. Ms. Shefali Kesarwani was appointed in the place of resigning Company Secretary on December 02, 2017 which was approved by the Board of Directors in their meeting held on February 01, 2018 on the recommendation of the Nomination and Remuneration Committee.

The members had regularized the appointment of Mr. Karan Suri as a director in the Annual General Meeting of the Company held on 25th ]uly,2017. Ms. Rita Narula, Whole Time Director of the company was liable to retire by rotation and being eligible offers herself for re-appointment, wasre-appointed by the members of the company in the Annual General Meeting of the Company held on July 25,2017.

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Bhushan Kumar Narula, Managing Director, retires by rotation at the ensuing Annual General Meeting and offers him-self for reappointment.

Brief resume of Mr. B.K. Narula, nature of expertise in specific functional area and the name of the companies in which he holds the Directorship etc. is given in the notice convening the Annual General Meeting.

NUMBER OF MEETINGS OF THE BOARD

During the year, 6 (Six) Board Meetings were held on May 16, 2017, May 30, 2017, June 21, 2017, August 10,2017, November 10, 2017, February 01, 2018.The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors. A Separate Meeting of Independent Directors of the Company was also held on February 01, 2018 in compliance of Schedule IV of the Companies Act, 2013. The necessary quorum was present in all the meetings. The gap between any two meetings was not more than one hundred and twenty days as prescribed under Companies Act, 2013.

The details of the Board Meetings and attendance of the Directors are as follows:

S.No	Name of Directors	No. of Board Meeting Held during the year	No. of Board Meetings Attended
1.	Mr. B.K Narula	6	6
2.	Ms. Rita Narula	6	6
3.	Ms. Bhavana Sampath Kumar	6	3
4.	Mr. Vineet Aggarwal	6	6
5.	Mr. Karan Suri	6	5

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby state that:

i. in the preparation of the Annual Accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.;

ii. 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 or loss of the Company for the year under review;

iii. 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;

iv. the Directors had prepared the Annual Accounts for the year ended 31st March, 2018 on a going concern basis.

v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. 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.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16B of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as to quality for their appointment as an Independent Director.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the financial Year, a Separate Meeting of the Independent Directors of the Company was held on February 01, 2018 at the Corporate Office of the Company where the following items as enumerated under Schedule IV of the Companies Act, 2013 were discussed:

a) Review of performance of Non-independent Directors and the Board as a whole.

b) Review of performance of the Chairman of the Company, taking into account the views of Executive Directors and Non - Executive Directors

c) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effective and reasonably perform their duties.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in prescribed Form MGT-9 forms part of the Board Report is annexed as "Annexure-A".

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons, which may have potential conflict with interests of the Company at large. The details of Related Party Transactions are disclosed in Notes to the Financial Statements attached to and forming part of the Annual Financial Statements and also stated in Form AOC-2 annexed as "Annexure -B".

AUDITORS

M/s PNG & Co., Chartered Accountants having FRN 021910N, were appointed as Statutory Auditors of the Company by the members in the 23rd Annual General Meeting held on July 25, 2017 to fill the casual vacancy in the office of Auditors until the conclusion of the ensuing 24th Annual General Meeting. The said appointment of Statutory Auditors in casual vacancy arouse due to resignation of M/s Kumar Aggarwal & Associates, Chartered Accountant.

On the recommendation of the Audit Committee, the Board recommended the re-appointment ofM/s PNG & Co., (FRN 021910N)as the Statutory Auditors of the Company for fresh term of 5 years, subject to the approval of the Members in the ensuing 24th Annual General Meeting to be held on 29.09.2018 until the conclusion of 29th Annual General Meeting on such remuneration as may be mutually agreed between the Board and the Auditor.

Accordingly, a resolution, proposing appointment of M/s PNG & Co., Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of 24th AGM till the conclusion of 29th AGM of the Company, forms part of the Notice of the 24th AGM of the Company.

In this regard, the Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Act and that they are not disqualified for such reappointment within the meaning of the said Section.

AUDITORS'' REPORT

The Statutory Auditors of the Company have submitted report to the members of the Company for the Year, which is unqualified, without any reservation or adverse remark or disclaimer. The same report of the auditors is attached to the Financial Statements forming a part of this Report. Therefore, Board does not have any explanation or comment.

SECRETARIAL AUDIT REPORT

The Board had appointed M/s. N.K. Chandok & Associates, Practicing Company Secretaries to conduct Secretarial Audit for FY 2017-2018. The Secretarial Audit Report for the Financial Year ended March 31, 2018 is annexed herewith as Annexure "C" forming integral part of this report. The said report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimers.

INTERNAL AUDITOR

The Board of Directors of the Company had appointed M/s Dua Manral & Associates, Chartered Accountant (ICAI FRN 023245N) as internal auditor of the Company for financial year 2017-18.

COST AUDITOR

The Company was not required to appoint cost auditor for the financial year 2017-18 pursuant to Section 148 of the Companies Act, 2013.

MAINTENANCE OF COST RECORDS UNDER SUB-SECTION f 1) OF SECTION 148 OF THE COMPANIES ACT. 2013.

The Company was not required to maintain cost records under sub-section (1) of section 148 of the Companies Act, 2013 and accordingly such accounts and records are not made and maintained.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out a formal annual evaluation of its own performance, its directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee. The manner in which the evaluation has been carried out is explained below:-

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board functioning such as adequacy of composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance of the Board and its Committees. The performance of the individual directors was reviewed on the basis of the criteria such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

Formal evaluation of all the directors, the board as a whole and the committees was conducted and was found satisfactory.

NOMINATION & REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act, the Board of Directors has adopted a Policy on Board Diversity and Director Attributes and the Remuneration Policy. The Policy on Board Diversity and Director Attributes has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.

COMMITTEES OF THE BOARD AUDIT COMMITTEE

The Audit Committee of the Company is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and other applicable laws.

Five meetings of the Audit Committee were held during the financial year under review. These were held on May 16, 2017, May 30, 2017, August 10, 2017, November 10, 2017 and February 01, 2018.

The composition of the Audit Committee along with meeting & attendance details of each member at the Audit Committee meetings held during the financial year ended March 31, 2018 are as follows:

S.NO.	Name	Designation	Category	No. of Audit Committee Meetings held during the year	No. of Audit Committee Meetings Attended
1..	Mr. Vineet Aggarwal	Chairman	Non-executive Independent Director	5	5
2.	Ms. Bhavana S. Kumar	Member	Non-executive Independent Director	5	3
3.	Mr. B.K. Narula	Member	Managing Director	5	5
4.	Mr. Karan Suri*	Member	Non-executive Director	3	3

* Mr. Karan Suri was co-opted as the member of the Committee w.e.f. June 21, 2017.

The Committee inter-alia reviews the adequacy of Internal Financial Controls and Financial Statements before they are submitted to the Board for their approval. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

During the year ended March 31, 2018, total 4 (four) Nomination and Remuneration Committee Meetings were held on May 30, 2017, August 10, 2017, November 10, 2017, February 01, 2018.

The composition of the Nomination and remuneration Committee and attendance details are given below:

S.NO.	Name	Designation	Category	No. of Nomination and Remuneration Committee meetings held during the year	No. of Nomination and Remuneration Committee Meetings Attended
1.	Ms. Bhavana S. Kumar	Chairperson	Non-executive Independent Director	4	2
2.	Mr. Vineet Aggarwal	Member	Non-executive Independent Director	4	4
3	Mr. Karan Suri	Member	Non-Executive Director	4	4
4.	Mr. B.K. Narula	Member	Managing Director	4	4

RISK MANAGEMENT POLICY

The Business Risk Evaluation and Management is an on-going process within the Organization. The Company has a structured Risk Management Policy to identify, monitor and minimize risks and also identify business opportunities. The company has put in place risk minimization and assessment procedures, in order to effectively and efficiently manage risk and address challenges. The objective of Risk Management at Orosil Smiths India Limited is to create and protect shareholder value by minimizing threats or losses and identifying and maximizing opportunities. An enterprise wide risk management framework is applied so that effective management of risks is an integral part of every employee''s job.The Risk Management Policy as approved by the Board is uploaded on the Company''s Website.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The Company has not given any Loan and guarantee to any person or body corporate during the financial year. The details of investments made by the Company are in Note No. 3a of the Audited Financial Statements.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT. 2013 READ WITH RULE 5 OF THE COMPANIES fAPPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL! RULES. 2014

The Disclosure required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration) Rules, 2014 is annexed as Annexure-D.

Further, in accordance with Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) of The Companies (Appointment and Remuneration) Rules, 2014,there is no employee who is employed either throughout the financial year 2017-18 or any part thereof, was in receipt of remuneration of rupees one crore two lakhs per annum or rupees eight lakhs fifty thousand per month for part of the year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS OR TRIBUNALS

During the year under review, there are no significant material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, in terms of Regulation 34 of the Listing Regulations is presented in a separate section, forming integral part of the Annual Report.

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

There are no particulars as required under section 134(3(m) of the Companies Act, 2013 read with Rule 8(3) read with Companies (Accounts) Rules, 2014 relating to conservation of energy, research & development, technology absorption during the year under review. Further, there was no Foreign Exchange earnings and outgo during the Financial Year 2017-2018.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, which commensurate with the size, scale and complexity of its operations. M/s Dua Manral & Associates, Chartered Accountant, was appointed as Internal Auditors of the Company during the year. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has formulated a Code of practices and procedures for fair disclosure of unpublished price sensitive information.The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.The code is uploaded on the website of the Company at http://www.orosil.com/code-of-fair-disclosure.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per the requirements of Section 177 of the Companies Act, 2013. The vigil mechanism is a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behaviour, actual or suspected frauds taking place in the Company for appropriate action or reporting.

The Company has provided adequate safeguards against victimization of employees and Directors who express their concerns. During the year, no Director or employee of the Company was denied access to the Chairperson of the Audit Committee. The Audit Committee periodically reviews the functioning of the policy.The vigil mechanism (Whistle Blower Policy) may be accessed on the Company''s website "www.orosil.com."

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

There were no material changes and commitments affecting the financial position of the Company after the close of the financial year till the date of this Report except that as per the intimation given by the Company to Bombay Stock Exchange Limited (BSE) dated August 10, 2018 Mr. Bhushan Kumar Narula, Chairman cum Managing Director and Promoter of the Company on behalf of other promoters group vide which the Promoter Mr. Bhushan Kumar Narula who is holding 70,40,000 equity shares representing 17.04% of total paid up equity share capital of the company, the collective shareholding of the Promoters and Promoters Group is 3,09,78,695 equity shares representing 74.98% of total paid up equity share capital of the company has expressed their intention to sell majority stake in Orosil Smiths India Limited to a suitable buyer and may consider an exit from the Company. It may be further noted that any formal proposal on sale of Promoters'' and Promoter groups'' shareholding and exit from the Company will be subject to compliance with SEBI Guidelines, Companies Act, 2013 and other applicable provisions and the Bombay Stock Exchange (BSE) will be duly informed of all material developments in this regard.

The Company has received notice under Section 143(2) of the Income Tax Act, 1961 dated August 09, 2018 with respect to the return of income filed by the Company for assessment year 2017-18 has been selected for scrutiny. Furthermore, an opportunity is being given to produce any evidence in support of the said return latest by August 31, 2018.

In this regard, the Company will be furnishing all the documents and/or evidences in support of the said return of income electronically through the E-Proceeding facility of Income Tax Department latest by August 31, 2018, as required in the said order.

LISTING OF SHARES

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Annual Listing Fee for the financial year 2017-18 has been paid to the Stock Exchange where the Shares of the Company are listed.

CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions as specified in Regulation 17 to 27, clauses (b) to (i) of Regulation 46(2) and Paragraph C, D and E of Schedule V does not apply on the companies whose paid- up share capital and net worth is less than Rupees Ten Crore and Rupees Twenty-Five Crore respectively. Since the paid-up share capital and net worth of the Company is less than the aforesaid threshold limit, the Company is not required to comply with the above mentioned Corporate Governance provisions.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The criteria of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is not applicable on the Company during the financial year 2017-2018.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENT10N.PROH1B1T10N AND REDRESSAL ACT. 2013

The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

FRAUDS REPORTED BY AUDITORS

There are no such frauds reported by auditors to the Audit Committee or the Board of Directors, which are committed against the company by officers or employees of the company under Section 143(12) of the Companies Act, 2013.

ANNUAL REPORT

The Annual Report containing, inter-alia, the audited financial statements, Boards'' Report, Auditors'' Report, Management Discussion and Analysis (MDA) report and other important information is circulated to shareholders and other stakeholders and is also available on the Company''s website at www.orosil.com.

ACKNOWLEDGEMENT

We place on record our sincere appreciation to the employees of the Company at all levels for their co -operation and dedicated services. We also thank all our customers and suppliers who are always co-operative.

We also express our sincere thanks to Bankers, Financial Institutions and the Shareholders for their continued support.

For and on behalf of the Board of Directors
For Orosil Smiths India Limited
Rita Narula
Whole Time Director	B.K. Narula
DIN: 00006096	Chairman & Managing Director
Apartment No. 501, Tower-22,	DIN: 00003629
Common Wealth Games, Village Delhi 110092	Apartment No. 501, Tower-22,
	Common Wealth Games, Village Delhi 110092
Date: August 14, 2018
Place: New Delhi

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on March 31, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:

Name and Description of main products/services	NIC Code of the Product/service	% to total turnover of the company
Gems and Jewelry	321	99.38

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	NAME AND ADDRESS OF THE COMPANY	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares held	Applicable Section
NIL

Q)	CIN :	L74899DL1994PLC059341
(ii)	Registration Date :	01/06/1994
(iii)	Name of the Company :	OROSIL SMITHS INDIA LIMITED
(iv)	Category/Sub-Category of the Company :	Public Company Limited by Shares
(v)	Address of the Registered office : and contact details	620, Hemkunt Chambers, 89, Nehru Place, New Delhi-110019 Tel: 0120-2540571-72-73, Fax: 91-1202540578 Email- [email protected], www.orosil.com
(vi)	Whether listed company (Yes/No) :	Yes
(vii)	Name, Address and Contact details of :	Skyline Financial Services Pvt. Ltd
	Registrar and Transfer Agent, if any	D-153A, First Floor, Okhla Industrial Area Phase-1, New Delhi-110020 Tel: 91-11-26812682, 26812683,40450193-97 E-mail: [email protected] Website: www.skvlinerta.com

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Sr No	Category of Shareholder	No. of shares held at the beginning of the year (As on April 1, 2017) FV= Rs. 5/-				No. of shares held at the closing of the year (As on March 31, 2018) FV= Re. 1/-				% change during the year
Sr No	Category of Shareholder	Physical	Demat	Total	% of Total shares	Physical	Demat	Total	% of Total Shares	% change during the year
(A)	Promoter
	(1) Indian
	[a) Individuals/H.U. F	0	4760754	4760754	57.61	0	23803770	23803770	57.61	0
	[b Central/State ) Government(s)	0	0	0	0	0	0	0	0	0
	(c) Bodies Corporate	0	1434985	1434985	17.37	0	7174925	7174925	17.37	0
	[d) Financial Institutions/Banks	0	0	0	0	0	0	0	0	0
	[e) Any Other [specify)	0	0	0	0	0	0	0	0	0
	Sub-Total (A)(l)	0	6195739	6195739	74.98	0	30978695	30978695	74.98	0
	(2) Foreign
	Non- Resident [a) Individuals/ Foreign Nationals	0	0	0	0.00	0	0	0	0.00	0
	[b) Bodies Corporate	0	0	0	0.00	0	0	0	0.00	0
	[c) Institutions	0	0	0	0.00	0	0	0	0.00	0
	Qualified Foreign [d) Investor	0	0	0	0.00	0	0	0	0.00	0
	[e) Any Other [specify)	0	0	0	0.00	0	0	0	0.00	0
	Sub-Total (A)(2)	0	0	0	0.00	0	0	0	0.00	0
	Total holding of Promoter and Promoter Group (A)=(A)(1) (A)(2)	0	6195739	6195739	74.98	0	30978695	30978695	74.98	0

S.N0	Category of Shareholder	No. of shares held at the beginning of the year(As on April 1, 2017} FV= Rs. 5/-				No. of shares held at the closing of the yeart As on March 31, 2018}FV= Re.1l/-				% chang e durin g the year
S.N0	Category of Shareholder	Physical	Demat	Total	% of total shares	Physical	Demat	Total	% of total shares	% chang e durin g the year
(B)	Public Shareholding
	1. Institutions
	a) Mutual fund	0	0	0	0	0	0	0	0	0
	b) Banks / FI	0	0	0	0	0	0	0	0	0
	c) Central Govt	0	0	0	0	0	0	0	0	0
	d) State Govt(s)	0	0	0	0	0	0	0	0	0
	e) Venture Capital Funds	0	0	0	0	0	0	0	0	0
	f) Insurance Companies	0	0	0	0	0	0	0	0	0
	g) FIIs	0	0	0	0	0	0	0	0	0
	h) Foreign Venture Capital Funds	0	0	0	0	0	0	0	0	0
	i) Others [specify	0	0	0	0	0	0	0	0	0
	Sub-total fB)(1l)	0	0	0	0	0	0	0	0	0
	2. Non- Institutions
	a) Bodies Corporate	22400	1202798	1225198	14.83	112000	5941091	6053091	14.65	[0.18)
	b) Individuals
	[i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	113846	385063	498909	6.04	543230	1773673	2316903	5.61	[0.43)
	[ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	40000	137972	177972	2.15	200000	934155	1134155	2.75	0.60
	c) N.R.I. [Rep &Non-Rep.)	0	2076	2076	0.03	0	9880	9880	0.02	[0.01)
	d) Any Other [Specify)
	i) Hindu Undivided Family	0	163010	163010	1.97	0	823276	823276	1.99	0.02
	ii) Clearing Members/ House	0	296	296	0	0	0	0	0	0
	Sub Total (B)C2)	176246	1891215	2067461	25.02	855230	9482075	10337305	25.02	0
	Total Public Shareholding (B)=B (1) B(2)	176246	1891215	2067461	25.02	855230	9482075	10337305	25.02	0
	Total (A) (B)	176246	8086954	8263200	100	855230	40460770	41316000	100	0
(C)	Shares held by Custodian for GDRs & ADRs
	1. Promoter and Promoter Group	0	0	0	0	0	0	0	0	0
	2. Public	0	0	0	0	0	0	0	0	0
	GRAND TOTAL (A) (B) (C)	176246	8086954	8263200	100	855230	40460770	41316000	100	0

ii) Shareholding of Promoters

Sr. No.	Shareholder''s Name	Shareholding at the beginning of the year 01st April, 2017 FV=Rs.5/-			Shareholding at the end of the year 31st March 2018, FV=Re.1/-			% change in share holding during the year
Sr. No.	Shareholder''s Name	No.of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares	No.of Shares	% of total Shares of the company	% of Shares Pledged/ encumbere d to total shares	% change in share holding during the year
1	B.K. Narula	1408000	17.04	0.00	7040000	17.04	0.00	0
2	Rita Narula	1251347	15.14	0.00	6256735	15.14	0.00	0
3	Sidhi Narula	595414	7.21	0.00	2977070	7.21	0.00	0
4	Ridhi Suri	542300	6.56	0.00	2711500	6.56	0.00	0
5	B. K. Narula (HUF)	963693	11.66	0.00	4818465	11.66	0.00	0
6	Sukarma Finance Limited	1078435	13.05	0.00	5392175	13.05	0.00	0
7	Xtrems Retails Private Limited	243000	2.94	0.00	1215000	2.94	0.00	0
8	Sridhi Infra Pvt. Ltd	113550	1.37	0.00	567750	1.37	0.00	0

iii) Change in Promoters'' Shareholding (please specify, if there is no change)

S N.	Name of Promoters	Shareholding at the beginning of the year 01.04.2017 FV=Rs.5/-		Cumulative Shareholding during the year/shareholding at end of the year 31.03.2018, FV=Re.1/-
S N.	Name of Promoters	No.of shares	% of total shares of the company	No.of shares	% of total shares of the company
1	B.K. Narula	1408000	17.04	7040000	17.04
2	Rita Narula	1251347	15.14	6256735	15.14
3	Sidhi Narula	595414	7.21	2977070	7.21
4	Ridhi Suri	542300	6.56	2711500	6.56
5	B. K. Narula (HUF)	963693	11.66	4818465	11.66
6	Sukarma Finance Limited	1078435	13.05	5392175	13.05
7	Xtrems Retails Private Limited	243000	2.94	1215000	2.94
8	Sridhi Infra Pvt. Ltd	113550	1.37	567750	1.37
	Total	6195739	74.98	30978695	74.98
No change in the %age of Shareholding during the year. Number of shares increased due to sub-division of shares in the ratio 5:1

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs andADRs):

S No.	Name of the Shareholder	Shareholding at the beginning of the year 01.04.2017 FV=Rs.5/-		Date of change in Shareholding	Increase /decrease in shareholding	Reason	Cumulative Shareholding during the year/shareholding at end of the year 31.03.2018 FV=Re.l/-
S No.	Name of the Shareholder	No. of shares	% of total shares of the company				No. of shares	% of total shares of the company
1.	O J Financial Services Limited	0	0	01.04.2017	-	-	-	-
				23.06.2017	9000	Purchase	9000	0.11
				30.06.2017	(9000)	Sale	0	0
				13.10.2017	500	Purchase	500	0.00
				20.10.2017	(498)	Sale	2	0.00
				27.10.2017	(2]	Sale	0	0
				30.03.2018	2820345	Purchase	2820345	6.83
				31.03.2018	-	-	282034S	6.83
2	Religare Finvest Limited	183000	2.21	01.04.2017	-	-	183000	2.21
				01.09.2017	732000	Sub-Division	915000	2.21
				31.03.2018	-	-	91SOOO	2.21
3	Pradeep Kumar Jain	131767	1.59	01.04.2017	-	-	131767	1.59
				26.05.2017	(100)	Sale	131667	1.59
				01.09.2017	526668	Sub-Division	658335	1.59
				17.11.2017	1551	Purchase	659886	1.60
				16.02.2018	2600	Purchase	662486	1.60
				23.02.2018	200	Purchase	662686	1.60
				31.03.2018	-	-	662686	1.60
4	Nishu Finlease Private Limited	88000	1.06	01.04.2017	-	-	88000	1.06
				01.09.2017	352000	Sub-Division	440000	1.06
				31.03.2018	-	-	440000	1.06
5	A L Jain Overseas Private Limited	81964	0.99	01.04.2017	-	-	81964	0.99
				01.09.2017	327856	Sub-Division	409820	0.99
				31.03.2018	-	-	409820	0.99
6	Samratjain	47684	0.58	01.04.2017	-	-	47684	0.58
				01.09.2017	190736	Sub-Division	238420	0.58
				15.09.5017	74550	Purchase	312970	0.76
				31.03.2018	-	-	312970	0.76
7	Capital Finvest Limited	50000	0.61	01.04.2017	-	-	50000	0.61
				01.09.2017	200000	Sub-Division	250000	0.61
				31.03.2018	-	-	2SOOOO	0.61
a	Raj at Corporate Management Private Limited	40000	0.48	01.04.2017	-	-	40000	0.48
				01.09.2017	160000	Sub-Division	200000	0.48
				31.03.2018	-	-	200000	0.48
9	KMK Software & Exports Private Limited	40000	0.48	01.04.2017	-	-	40000	0.48
9	KMK Software & Exports Private Limited	40000	0.48	01.09.2017	160000	Sub-Division	200000	0.48
				31.03.2018	-	-	200000	0.48
10	Sanjay Jain	40000	0.48	01.04.2017	-	-	40000	0.48
				01.09.2017	160000	Sub-Division	200000	0.48
				31.03.2018	-	-	200000	0.48

v. Shareholding of Directors and Key Managerial Personnel:

S. N O	Name	Designation	Shareholding at the beginning of the year i.e. 01.04.2017		Date	Increase/ (Decrease ) in Shareholding	Reason	Cumulative Shareholding during the year/ Shareholding at end of year 31.03.2018
S. N O	Name	Designation	No. of shares	% of total shares of the compa ny	Date	Increase/ (Decrease ) in Shareholding	Reason	No. of shares	% of total shares of the compa ny
1	Bhushan Kumar Narula	Managing Director	1408000	17.04	01.09.2017	5632000	Sub-Division	7040000	17.04
2	Rita Narula	Whole Time Director	1251347	15.14	01.09.2017	5005388	Sub-Division	6256735	15.14
3	Vineet Aggarwal	Independent and Non-Executive Director	Nil	Nil				Nil	Nil
4	Bhavana Sampath Kumar	Independent and Non-Executive Director	Nil	Nil				Nil	Nil
5	Karan Suri	Director	Nil	Nil	-	-	-	Nil	Nil
6	Sanjay Bana	Chief Financial Officer	Nil	Nil	-	-	-	Nil	Nil
7	Kanchan Gupta [Resigned w.e.f . close of business hours on December 02,2017)	Company Secretary	Nil	Nil				Nil	Nil
8	Shefali Kesarwani [appointed w.e.f. February 01, 2018)	Company Secretary	Nil	Nil				Nil	Nil

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

(Rs in Lacs)

Sr. No.	Particulars	Secured Loan	Unsecured Loan	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
1	Principal Amount	21.62	-	-	21.62
2	Interest due but not paid	-	-	-	-
3	Interest accrued but not due	-	-	-	-
	Total (1 2 3)	21.62	-	-	21.62
Change in Indebtedness during the financial year
1	Addition	-	-	-	-
2	Reduction	(11.94)	-	-	(11.94)
3	Net Change	(11.94)	-	-	(11.94)
Indebtedness at the end of the financial year
1	Principal Amount	9.68	-	-	9.68
2	Interest due but not paid	-	-	-	-
3	Interest accrued but not due	-	-	-	-
	Total (1 2 3)	9.68	-	-	9.68

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

SN.	Particulars of Remuneration	Name of Directors and Designation		Total Amount (in Rs.) per annum
SN.	Particulars of Remuneration	Bhushan Kumar Narula, Managing Director (in Rs.) per annum	Rita Narula, Whole Time Director (in Rs.) per annum
1	Gross salary	12.00	540000	5,40,012
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
	(c) Profits in lieu of salary under section 17 (3) Income- tax Act, 1961	-
2	Stock Option	-	-	-
3	Sweat Equity
4	Commission	-	-	-
	As % of Profit
	others, specify...	-	-	-
5	Others, please specify
	Total (A)	12.00	5,40,000	5,40,012
	Ceiling as per the Act	Rs. 60 Lakhs as per Table A of Section II of Schedule V of Companies Act, 2013

B. Remuneration to other Directors

SN.	Particulars of Remuneration	Name of Directors		Total Amount (in Rs.) per annum
1	Independent Directors	Bhavana S. Kumar	Vineet Aggarwal
	(a)Fee for attending board committee meetings	10000		10000
	(b)Commission
	(c) Others, please specify			-
	Total (1)	10000		10000
2	Other Non-Executive Directors	Karan Suri, Director
	[a] Fee for attending board committee meetings	2500		2500
	(b) Commission	-
	[c) Others, please specify	-
	Total (2)	2500		2500
	Total (B)= (1 2)	12500		12500
	Total Managerial Remuneration (A B)			552512
	Overall Ceiling as per the Act	Rs. 60 Lakhs as per Table A of Section II of Schedule V of Companies Act, 2013

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD

SN	Particulars of Remuneration	Key Managerial Personnel
		Shefali Kesarwani (Company Secretary) *	Kanchan Gupta (Company Secretary) *	Sanjay Bana (CFO)	Total
1	Gross salary
	[a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	69,435	1,70,093	4,53,420	6,92,948
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2	Stock Option	-	-	-	-
3	Sweat Equity
4	Commission
	as % of profit
	others, specify	-	-	-	-
5	Others, please specify	-	-	-	-
	Total	69,435	1,70,093	4,53,420	6,92,948

* Ms, Shefali Kesarwaniwas appointed in the place of resigning Company Secretaryon 2nd December, 2017, which was approved by the Board of Directors in the Board meeting held on 1st February, 2018 and Ms. Kanchan Gupta resigned from the post of Company Secretary w.e.f 2nd December, 2017.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type	Section of the SEBI Regulation	Brief Descriptio n	Details of Penalty/Punishment /Compounding fees imposed	Authority (RD/NCL T/Court	Appeal made if any (give details)
A. COMPANY
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compoundin g	Nil	Nil	Nil	Nil	Nil
B. DIRECTORS
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compoundin g	Nil	Nil	Nil	Nil	Nil

C. OTHER OFFICERS IN DEFAULT- PROMOTERS OF THE COMPANY i.e. Mr. B.K. Narula (HUF), Ms. Sidhi Narula, Ms. Ridhi Narula & M/s. Solar Renewable Urja Private Limited (Now Sridhi Infra Private Limited)
Penalty	Adjudicatio n order under Section 15-1 of SEBI Act, 1992 and Rule 5 of SEBI (Penalty for failure to furnish information]	Penalty for Violations occurred in 7(1A) read with rule 7(2) of Substantial Acquisition of Shares and Take over Regulations 1997	Rs. 4,00,000 jointly and severally	SEBI vide order SBI/NRO/MAA/Orosil/2372/201 7 dated December 08, 2017.	The said amount of penalty has been duly paid within stipulated time period of 45 days of receipt of the order i.e paid on 5th January, 2018, thereby no case is pending
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,2014)

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm''s length basis- Nil

2. Details of contracts or arrangements or transactions at arm''s length basis

The details of material contracts or arrangement or transactions at arm''s length basis for the year ended March 31, 2018 are as follows:

S.No	Name(s) of the related party and nature of relationship	Nature of contracts/ arrangements/ transactions	Duration of the contracts / arrangements/transa ctions	Amount paid as advances, if any:
1.	Sukarma Finance Limited (Associate)	Rent Received amounting to Rs. 66.000/-	As per terms and conditions of Agreement and contract	Nil
2.	Ms. Rita Narula (Whole Time Director)	Rent Paid amounting to Rs.1,20,000/-Sale of silver (goods) amounting to Rs.11,46,533/-	As per terms and conditions of Agreement and contract	Nil
3.	Ms. Ridhi Suri (daughter of KMP)	Sale of gold and silver (goods) amounting to Rs. 5,93,982	-	Nil
4.	Xtrems Retails Private Limited (Associate)	Purchase of gold and Silver (goods) amounting to Rs.1,89,719/-Sale of gold (goods) amounting to Rs. 1,21,359	-	Nil
5.	B.K. Narula HUF	Sale of gold and silver (goods) amounting to Rs.18,02,000/-	-	Nil

For and on behalf of the Board of Directors
For Orosil Smiths India Limited
Rita Narula	B.K. Narula
Whole Time Director	Chairman & Managing Director
DIN: 00006096	DIN: 00003629
Apartment No. 501, Tower-22, Common Wealth Games Village Delhi 110092	Apartment No. 501, Tower-22, Common Wealth Games Village Delhi 110092
Date: August 14, 2018
Place: New Delhi

ANNEXURE C

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2018

(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No, 9 of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014)

To,

The Members,

Orosil Smiths India Limited,

New Delhi

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Orosil Smiths India Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on March 31, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31,2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules/regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment &External Commercial Borrowings: (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (Not applicable to the Company during Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during Audit Period)

(f) The Securities and Exchange Board of India (Registrars to Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during Audit Period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during Audit Period).

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreement as entered into by the Company with Bombay Stock Exchange (BSE) Limited;

I further report that, based on the information provided and the representation made by the Company and clarifications made, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above.

I further report that, the compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

I further report that balance of Directors is duly constituted with proper balance of Executive Directors, Non -Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provision of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance to all Directors and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman the decisions of the Board were unanimous and no dissenting views have been recorded.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I report further that, during the audit period there were no specific events /actions except the notice received from SEBI vide order SEBI/NRO/MAA/OROSIL/2372/2017 dated December 08, 2017 for violating Regulation 7 (1A) read with rule 7(2) of Securities and Exchange Board of India (Substantial Acquisition of shares and Takeover) Regulations 1997, imposing a penalty of Rs. 4,00,000/- jointly and severally against four promoters of the Company which was duly paid on 5th January, 2018 to the account of SEBI -Penalties Remittable to Government of India i.e. within stipulated time of 45 days of receipt of the said order, thereby no case is pending.

For N. K. Chandok & Associates

Navneet Kaur

Proprietor

[COP No. 12930)

04th June, 2018

New Delhi

ANNEXURE D

Details 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

1. The ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year March 31, 2018: Mr. B.K. Narula, Managing Director receives a remuneration of Re. 1 per month and Ms. Rita Narula receives a remuneration of Rs. 45000 per month, hence the information is not comparable and not provided.

2. Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financia1 year:

S.NO.	Name of Director/KMP	Designation	% increase in remuneration during the financial year 2017-18
1	Mr. B.K. Narula	Managing Director	No Change
2	Ms. Rita Narula	Whole Time Director	No Change
4	Mr. Sanjay Bana	Chief Financial Officer	17%
5	Ms. Kanchan Gupta#	Company Secretary	N.A.
6	Ms. Shefali Kesarwani	Company Secretary	N.A.

#Ms. Kanchan Gupta resigned from the post of Company Secretary w.e.f December 02, 2017 and Ms. Shefali Kesarwani appointed on December 02, 2017. Hence % increase in remuneration in FY 2018 is not applicable

3. The percentage increase in the median remuneration of employees in Financial Year: 20%

4. The no. of permanent employees on the rolls of Company as on March 31, 2018 was 7.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil

6. It is hereby affirmed that the remuneration paid during the year is as per remuneration policy of the company.

For and on behalf of the Board of Directors
For Orosil Smiths India Limited
Rita Narula	B.K. Narula
Whole Time Director	Chairman & Managing Director
DIN: 00006096	DIN: 00003629
Apartment No. 501, Tower-22, Common Wealth Games Village Delhi 110092	Apartment No. 501, Tower-22, Common Wealth Games Village Delhi 110092
Date: August 14, 2018
Place: New Delhi

Mar 31, 2017

To,

The members

Orosil Smiths India Limited

The Directors have pleasure in presenting 2 3 ^rd Annual Report together with the Audited Financial Statements along with the Report of Auditors for the financial year ended March 31^st, 2017.

FINANCIAL HIGHLIGHTS

Amount (Rs. In Lacs)

Particulars	Financial year ended March 31, 2017	Financial year ended March 31, 2016
Income from Operations	171.21	319.17
Other Income	8.90	4.08
Total Income	180.11	323.25
Total expenditure excluding Depreciation	185 .46	318.67
Depreciation	22.67	29.99
Total expenditure	208.1 3	348.66
Net Loss Before Tax & Exceptional Item	(28.02)	(25.41)
Exceptional Item	0	0
Net Loss Before Tax	(28.02)	(25.41)
Tax Expenses:
Current Tax	0	0
Deferred Tax	0	0
Previous Year Adjustment	0	0
Profit / (Loss) after Tax	(28.02)	(25.41)
Balance carried to Balance Sheet	(28.02)	(25.41)

SHARE CAPITAL

During the year there has been no change in the Authorized, Subscribed and paid up share capital of the Company. The paid up share capital of the company as on 31^st March 2017 was Rs.52,200,000/- divided into 8263200 Equity Shares of Rs.5/- each aggregating to Rs. 4,13,16,000 and 1088400 Preference Shares of Rs.10/- each aggregating to Rs. 1,08,84,000.

However the board has approved sub-division of equity shares of the company in the board meeting held on 16^th May, 2017 subject to the approval of members in this AGM itself.

DIVIDEND

Due to losses incurred by Company, your Directors have considered it financially prudent to not to declare any dividend. Therefore, no dividend has been recommended for the year ended March 31^st, 2017

TRANSFER OF RESERVES

The Company has not transferred any amount to reserves and surplus.

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

Orosil Smiths India Limited is a company incorporated on 01^st June 1994 primarily engaged in the business of Manufacturing, fabrication, Sale, Purchase, Traders/ Dealers of all kinds of Gold, Silver, Silver Ornaments/ Utensils and all other items of Gold, Silver and allied business. During the year under review, the Income from operations is Rs.171.21 Lacs (Previous Year: Rs.317.32 Lacs).

Profit after Tax (PAT) has been a loss of Rs. 28.02 Lacs as compared to a loss of Rs.25.41 Lacs in previous year. The directors are making efforts to enhance the business activities and are hopeful for good results in the coming year.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of your company during the year under review.

DETAILS OF SUBSIDIARIES/ JOINT VENTURE AND ASSOCIATES COMPANY

The Company does not have any Subsidiary, Joint Venture and Associates Company. During the year under review no company has become or ceased to be its subsidiary, joint venture or associate Company.

DIRECTORS

Pursuant to Section 152(6) of the Companies Act, 2013, Mrs. Rita Narula will retire at the ensuing Annual General Meeting and being eligible, seek himself for re-appointment.

During the year Mr. Karan Suri was appointed as additional director by the board of directors on 09^th November, 2016 up to the conclusion of ensuing AGM and the same is required to be regularized in this AGM itself.

KEY MANAGERIAL PERSONNEL

During the year under review pursuant to Section 203 of Companies Act, 2013 Ms. Rakhi Manchanda has resigned as a Company Secretary of the Company w.e.f. 27.04.2016, the board places on record deep appreciation and valuable guidance provided by her during her tenure and Ms. Kanchan Gupta was appointed as a Company Secretary (KMP) by the Board of Directors w.e.f. August 10, 2016.in order to comply with Section 203 of Companies Act, 2013.

NUMBER OF BOARD MEETINGS AND ATTENDENCE BY EACH DIRECTOR

The Board of Directors of the company met four (4) times on 23.04.2016, 10.08.2016, 09.11.2016, 10.02.2017 during the financial Year 2016-2017. The details of Attendance is given in Corporate Governance report. Maximum interval between any two meetings did not exceed 120 days as prescribed in Companies Act, 2013 and 1 meeting was held in every calendar Quarter in the financial year 2016-2017

DIRECTORâS RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby state that:

i. in the preparation of Annual Accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.;

iv. the Directors had prepared the Annual Accounts for the year ended 31^st March, 2016 on a going concern basis.

v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. 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.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The company has received necessary declaration from Independent Directors of the company that he/she meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with circular, SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 05^th January, 2017 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Board has framed a performance evaluation policy for evaluating its own performance and its Committees, Executive Director, Non-executive Directors including Independent Directors.

Based on the Performance Evaluation carried out by the Board of the Company, the performance of the Board and its Committees and individual Director of the Company was found satisfactory.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

The board is evaluated under various criteria such as structure of the board, experience of directors, Mix of Qualification, Diversity in Board under various parameters, appointment of the Board, Regularity of meetings, frequency of meetings, Agenda, Discussions and dissent, Recording of minutes, Dissemination of informationâs, strategy and performance evaluation, governance and compliance, evaluation of risks, Grievance redressal for investors , conflict of interest and so on. Independent Directors were evaluated on the following parameters such as Attendance and participations in the Meetings and timely inputs on the minutes of the meetings, adherence to ethical standards & code of conduct of Company and disclosure of non-independence, as and when it exists and disclosure of interest, Interpersonal relations with other directors and management, Understanding of the Company and the external environment in which it operates and contribution to strategic direction, Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, are annexed herewith as âAnnexure-Aâ.

RELATED PARTY TRANSACTIONS

All related party transactions made during the financial year 2016-2017 were on arm''s length basis and were in the ordinary course of business. Details of related party transaction is in AOC-2 as prescribed under section 188 of companies Act, 2013 is annexed herewith as âAnnexure -B"

All Related Party Transactions are placed before the Audit Committee and also the Board for approval on quarterly basis, specifying the nature, value and terms & conditions of transactions.

AUDITORS

M/s Kumar Aggarwal & Associates, Chartered Accountant (Firm registration No. 028231N) has resigned from the position of Statutory Auditor of the company dated 12.04.2017 as they were not satisfied with the workings and financial transactions of company and the same has intimated to stock exchange.

Due to casual vacancy caused by resignation of statutory auditor, the management has looked for statutory auditor and M/s PNG & Co., Chartered Accountants having FRN 021910N has been appointed as statutory Auditor of the company vide resolution by circulation passed by the board on 10^th May, 201 7 under casual vacancy u/s 139(8) of Companies Act, 2013 subject to the approval of members in 90 days of recommendation by the board. Approval of members is required in this AGM itself.

Pursuant to the provisions of Section 139(8) of the Act and the rules framed there under, M/s PNG & Co., chartered accountant, is hereby accorded to appoint as statutory auditor of the company from the conclusion of this annual General Meeting till the conclusion of ensuing Annual general meeting. on such remuneration as may be mutually agreed between the Board and the Auditor.

SECRETARIAL AUDITOR

The Board had appointed Ms. Navneet Kaur, Practicing Company Secretary, of M/s. N. K. Chandok & Associates (COP No. 12930) to conduct Secretarial Audit for the financial year 2016-2017. The Secretarial Audit Report for the financial year ended Mar ch 31, 2017 is annexed herewith marked as Annexure C to this Report.

COMMENTS ON AUDITORS REPORT

There are no qualification, reservation or adverse remark or disclaimer made

i. by the auditor in his report; and

ii. by the company secretary in practice in her secretarial audit report.

INTERNAL AUDITOR

During the year under review M/s DNA & Co., Chartered Accountant resigned from the position of internal auditor, being his firm is not peer reviewed by ICAI and the Board had appointed M/s Dua Manral & Associated, Chartered Accountant for the financial year 2015-2016, 2016-2017 and 2017-2018 to conduct internal audit of the records of the company pursuant to section 138 of the Companies Act, 2103.

COST AUDITOR

The Company was not required to appoint cost auditor for the financial year 2016-2017 pursuant to section 148 of Companies Act, 2013

NOMINATION & REMUNERATION COMMITTEE

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 policy is working in accordance with the size and composition of Board/management of company. During the year under review Nomination and Remuneration committee has reconstituted as follows;-

i. Ms. Bhavana S. Kumar Non Executive Independent director

ii. Mr. Vineet Agarwal Non Executive Independent director

iii. Mr. Karan Sur i Non Executive director

iv. Ms. B.K. Narul a Managing director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company was not required to constitute corporate social responsibility committee pursuant to section 135 of the Companies Act, 2013 during the financial year 2016-2017

DEPOSITS

The Company has not accepted/received any Deposits within the meaning of Section 73 of the Companies Act, 2013, during the financial year ended 31st March 2017. There was no outstanding public deposit as at March 31, 2017 and there were no unclaimed deposits as at March 31, 2017.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of the loans, guarantees or investments given or made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

POLICIES OF COMPANY

Your company has posted the following documents on its website www.orosil.com

1. Code of Conduct and Ethics

2. Whistle Blower Policy

3. Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders.

4. Archival Policy

5. Policy on criteria for determining materiality of events.

6. Risk Management policy

7. Familiarization Programme for Independent Directors.

8. Code of Fair disclosures.

COMPOSITION OF AUDIT COMMITTEE

The Detailed composition of Audit Committee constituted under section 177 of Companies Act, 2013 is given under Corporate Governance Report forming p art of this Annual Report .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

RISK MANAGEMENT POLICY

In compliance with the requirement of the companies Act, 2013 the company has put in place risk minimization and assessment procedures. In order to effectively and efficiently manage risk and address challenges. The company has formulated Risk management policy.

The objective of Risk Management at Orosil Smiths India Limited is to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprise wide risk management framework is applied so that effective management of risks is an integral part of every employee''s job.

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

There are no particulars as required under section 134 of the Companies Act, 2013 read with Rule 8(3) read with Companies (Accounts) Rules, 2014 relating to conservation of energy, research & development, technology absorption during the year under review.

However the total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial year has been provided hereunder:

Foreign Exchange Earnings & Outgo	Current Year (2016-2017)	Previous Year (2015-16)
Inflow	_-	_-
Outflow	-	-

SWEAT EQUITY SHARES AND EMPLOYEE OPTION SCHEME

The Company has not issued any sweat equity shares and employee option scheme during the year under review.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism (Whistle Blower Policy) as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The vigil mechanism is a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking place in the Company for appropriate action or reporting.

The vigil mechanism (Whistle Blower Policy) may be accessed on the Company''s website âwww.orosil.com."

PARTICULARS OF EMPLOYEES

In accordance with Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees in receipt of remuneration exceeding the limits prescribed therein.

i. Mr. B.K. Narula, Managing Director of Company is receiving rupee one as a monthly salary with no other allowance.

ii. Mrs. Rita Narula, Whole Time Director of Company is receiving rupees forty five thousand per month with no other allowance & benefits.

iii. Ms Kanchan Gupta, Company Secretary is receiving rupees twenty thousand per month with no other benefits

iv. Mr. Sanjay Bana, Chief financial officer is receiving rupees thirty two thousand two hundred fifty rupees with no other benefits..

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report except that in order to achieve minimum public shareholding specified in Rule 19A of Securities Contracts (Regulation) Rules, 1957 read with Regulation 38 of SEBI Listing regulation, M/s Sukarma Finance Limited and M/s Xtrems Retails Limited, promoters of the Company had proposed to sell 53200 equity shares and 17000 equity shares respectively aggregating to 70200 equity shares of the face value of Rs. 5/- each representing to 0.85% of equity share capital of the company on 23rd November, 2016 by Offer for Sale through a separate window provided by BSE mechanism. In consequent of offer For Sale the public shareholding of the company has increased from 24.17% to 25.02%, thereby promoter and promoter Group shareholding has reduced from 75.83% to 74.98% through two trenches of offer for Sale on 23^rd November, 2016 and 22^nd December, 2016 in compliance of aforesaid provisions.

LISTING OF SHARE S

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Annual Listing Fee for the financial year 2016-17 has been paid to the Stock Exchange where the Shares of the Company are listed.

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

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

ACKNOWLEDGEMENT

We place on record our sincere appreciation to the employees of the Company at all levels for their co-operation and dedicated services. We also thank all our customers and suppliers who are always co -operative.

We also express our sincere thanks to Bankers, Financial Institutions and the Shareholders for their continued support.

By Order of the Board

For Orosil Smiths India Limited

Sd/- Sd/ -

Rita Narula B.K. Narula

Whole Time Director Chairman & Managing Director

DIN:00006096 DIN:00003629

Apartment No. 501. Tower-22. Apartment No. 501. Tower-22.

Common Wealth Games Common Wealth Games

Village New Delhi 110092 Village New Delhi 110092

Date: June 21. 2017

Place: New Delhi

Mar 31, 2015

The Directors have pleasure in presenting 21st Annual Report together with the Audited Financial Statements along with the Report of Auditors for the year ended March 31st, 2015.

FINANCIAL HIGHLIGHTS

Amount (Rs. in Lacs)

Year ended Year ended Particulars 31st March, 2015 31st March, 2014

Total Income 372.05 501.15

Profit before Interest, Depreciation & Taxes 27.30 70.88

Less: Interest & Depreciation 53.80 60.00

Profit/fLoss) before Tax (26.51) 10.88

Less: Prior Period Adjustments (1.16) (0.02)

Less: Provision for Tax - -

Profit/(Loss) after Tax (27.67) 10.86

Add: Profit/(Loss) Brought forward from Previous Year - -

Surplus available for appropriation - -

Less: Appropriations - -

I) Proposed Dividend on Equity Shares - -

II) Transfer to Reserve Fund u/s 451C of RBI Art, 1934 - -

Balance carried to Balance Sheet (27.67) 10.86

SHARE CAPITAL

Your Company has converted the Unsecured Loan amounting Rs. 217,68,000/- (Rupees Two Crores Seventeen Lacs and Sixty Eight Thousand) into 1088400 (3.5% optionally convertible) Preference Shares of Rs. 10/- each plus premium of Rs. 10/- each in lieu of such loan and interest payable thereon amounting to Rs. 1,93,28,000/- (Rupees One Crore Ninety Three Lakhs Twenty Eight Thousand Only) to Sridhi Infra Private Limited and Rs. 24,40,000/- (Rupees Twenty Four Lacs Forty Thousand) to Xtrems Retails Limited.

Therefore, Sridhi Infra Private Limited and Xtrems Retails Limited (from whom the loan was taken) became Preference Shareholders of our Company with effect from May 09,2014.

Your Company has also sub-divided the Face Value of Equity Shares from Rs. 10/- each to Rs. 5/- each, resulting into doubled Number of Shares i.e. 8263200 w.e.f. June 28, 2014 (Record Date).

For the purpose, an Extra-ordinary General Meeting was conducted on May 09, 2014 and shareholders' approval was received thereon. Now, the total paid-up share capital of the company is Rs. 52,200,000/- [Equity Shares= 8263200*5= Rs. 41,316,000/-] [Preference Shares= 1088400*10= Rs. 10,884,000/-]

DIVIDEND

Due to losses incurred by Company, your Directors have considered it financially prudent not to declare any dividend. Therefore, no dividend has been recommended for the year ended March 31st, 2015.

OPERATIONS REVIEW

During the year under review, the Income from operations is Rs. 364.05 Lacs (Previous Year: Rs. 442.06 Lacs) registering a loss of 17.65%. Profit after Tax (PAT) has been a loss of Rs. 27.66 Lacs as compared to a profit of Rs. 10.86 Lacs in previous year.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state that:

i. in the preparation of Annual Accounts for the financial year ended 31st March, 2015, the applicable Accounting Standards have been followed. There are no material departures from the applicable accounting standards;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii. the Directors have 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;

iv. the Directors had prepared the Annual Accounts for the year ended 31st March, 2015 on a going concern basis.

v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. 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,

DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013, Mrs. Rita Narula will retire at the ensuing Annual General Meeting and being eligible, seek re-appointment.

In terms of provisions of the Companies Act, 2013, the existing Independent Director, namely, Ms. Bhavana Sampath Kumar was appointed as the Independent Director for a term of five (5) consecutive years up to March 31, 2019 at the Annual General Meeting held on September 27, 2014.

Mr. Puneet Jain, Independent Director of Company resigned on June 26, 2014.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

BOARD EVALUATION

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. Separate exercise was carried out to evaluate the performance of Non-independent Directors including the Board chairman who were evaluated on parameters such as Key achievements, Short term and Long term targets. Challenges faced. Implementation of Strategic decisions, organizational performance, participation and attendance in Board and Committee meetings etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non- independent Directors was carried out by the Independent Directors.

Independent Directors were evaluated on the following parameters such as Attendance and participations in the Meetings and timely inputs on the minutes of the meetings, adherence to ethical standards & code of conduct of Company and disclosure of non-independence, as and when it exists and disclosure of interest. Interpersonal relations with other directors and management, Understanding of the Company and the external environment in which it operates and contribution to strategic direction. Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

NOMINATION & REMUNERATION COMMITTEE

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 policy is working in accordance with the size and composition of Board/management of company.

KEY MANAGERIAL PERSONNEL

During the year under review, the Company has appointed Ms. Pratibha Anand as Company Secretary of the Company w.e.f. August 14, 2014 in order to comply with the provisions of Section 203 of Companies Act, 2013.

NUMBER OF BOARD MEETINGS

The Board of Directors met 5 (Five) times in the year 2014-15. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

RELATED PARTY TRANSACTIONS

All related party transactions made during the financial year 2014-15 were on arm's length basis and were in the ordinary course of business.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval on quarterly basis, specifying the nature, value and terms & conditions of transactions.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The details of the loans, guarantees or investments given or made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

POLICIES OF COMPANY

Your company has posted the following documents on its website www.orosil.com

1. Code of Conduct and Ethics

2. Whistle Blower Policy

3. Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement. Report on Corporate Governance together with a certificate from Company's Auditors are annexed hereto forming part of this report though not mandatory for our company as per the SEBI circular mentioned below:

NON-APPLICABILITY OF CLAUSE 49 ON COMPANY

With reference to SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, please note that our company has paid up share capital (Equity Preference) of Rs. 52,200,000/- and Net Worth as on March 31, 2015 is Rs. 32,721,000/- (approx.) i.e. below the limit of Rs. 10 crore and Rs. 25 crore as prescribed in circular respectively.

Accordingly, the provisions of Clause 49 are presently not applicable on our company w.e.f. September 15, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

A. Industry Structure and Development

Your Company is engaged in the manufacturing and sale of silver jewelry, gold jewelry as well as plain and trading of Silver Articles. The Company launched two brands by the name "Kuhjoul" and "Sincere" for semi-precious and precious stones studded in gold and silver.

B. Opportunity and Threats

Your Company foresees great opportunity in this line of business as the export markets as well as the domestic market are gaining momentum. The efforts put in by the management by introducing the affordable silver & gold jewelry specially targeted to the working class women may reap benefits in the long run.

C. Risk and Concern

The prices of the precious metals is the only matter of concern for the Company otherwise there is no other risk as the global market is picking up and jewelry is always a value addition.

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition. The Audit Committee and Independent Internal Auditors regularly review the operating systems and procedures for efficiency and effectiveness.

Your company's internal control systems do commensurate with the nature and size of its business operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, are annexed herewith as "Annexure-A".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

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

There are no particulars as required under section 134 of the Companies Act, 2013 read with Rule 8(3) read with Companies (Accounts) Rules, 2014 relating to conservation of energy, research & development, technology absorption.

Expenditure in Foreign Currency is NIL (Previous Year Rs. 7,547) Earnings in Foreign Currency is Rs. 406,671 (Previous Year Rs. 336,899).

PARTICULARS OF EMPLOYEES

In accordance with Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees in receipt of remuneration exceeding the limits prescribed therein.

i. Mr. B.K. Narula, Managing Director of Company is receiving rupee one as a monthly salary with no other allowance.

ii. Mrs. Rita Narula, Whole Time Director of Company is receiving rupees forty five thousand per month with no other allowance & benefits.

iii. Ms Pratibha Anand, Company Secretary is receiving rupees twenty thousand per month with no other benefits.

MATERIAL CHANGES AND COMMITMENTS, if anv. affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Aggarwal Aman & Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 20th Annual General Meeting (AGM) of the Company held on 27th September, 2014 for a term of five consecutive years subject to ratification by members at every AGM.

SECRETARIAL AUDITOR

The Board had appointed Ms. Navneet Kaur, Practicing Company Secretary, of M/s. N. K. Chandok & Associates (COP No. 12930) to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as'Annexure B"to this Report.

COMMENTS ON AUDITORS REPORT

There are no qualification, reservation or adverse remark or disclaimer made

i. by the auditor in his report; and

ii. by the company secretary in practice in his secretarial audit report.

LISTING OF SHARES

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Annual Listing Fee for the financial year 2014-15 has been paid to the Stock Exchange where the Shares of the Company are listed.

ACKNOWLEDGEMENT

We place on record our sincere appreciation to the employees of the Company at all levels for their co-operation and dedicated services. We also thank all our customers and suppliers who are always co-operative.

We also express our sincere thanks to Bankers, Financial Institutions and the Shareholders for their continued support.

By order of the Board

For OROSIL SMITHS INDIA LIMITED

Sd/-

B. K. Narula

New Delhi Managing Director

August 10, 2015 DIN: 00003629

Mar 31, 2014

Dear Members,

The Board of Directors of the Company takes immense pleasure in presenting Annual Report together with the Annual Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

Amount (Rs. in Lacs)

Year ended Year ended Particulars 31st March, 31st March, 2014 2013

Total Income 501.15 297,85

Profit before Interest, Depreciation & Taxes 70.88 (53.72)

Less: Interest & Depreciation 60.00 60.36

Profit/fLoss) before Tax 10.88 (114.08)

Less: Prior Period Adjustments (0.02) (0.13)

Less: Provision for Tax - -

Profit/fLoss) after Tax 10.86 (114.21)

Add: Profit/fLoss) Brought forward from - - Previous Year

Surplus available for appropriation - -

Less: Appropriations - -

I) Proposed Dividend on Equity Shares - -

II) Transfer to Reserve Fund u/s 451C of - - RBI Act, 1934

Surplus carried to Balance Sheet 10.86 (114.21)

DIVIDEND

As the Company kept the profits for investment in better projects, Directors regret not to recommend any dividend for the year ended 31st March, 2014. However, the Directors are hopeful of better results m the near future.

MANAGEMENT DISCUSSION AND ANALYSIS

A. Industry Structure and Development

Your Company is engaged in the manufacturing and sale of silver jewellery, gold jewellery as well as plain and trading of Silver Articles.

B. Opportunity and Threats

Your Company foresees great opportunity in this line of business as the export markets as well as the domestic market are gaining momentum. The efforts put in by the management by introducing the affordable

silver & gold jewelry specially targeted to the working class women. The Company may reap benefits in the long run.

C. Risk and Concern

The prices of the precious metals is the only matter of concern for the Company otherwise there is no other risk as the global market is picking up and jewelry is always a value addition.

D. Internal Control System and their Adequacy

Your company has proper and adequate system of Internal Controls to provide reasonable assurance that all assets are safeguarded and protected against any loss.

All the policies, procedures, guidelines, authorization and approval procedures are well documented.

The Management periodically reviews the internal control system and its adequacy and report to the Board observations, if any. 1

E. Discussion of Financial Performance with respect to Operational Performance

Your Company''s gross turnover for the Year ended March 31, 2014, was Rs. 501.15 Lacs as compared to Rs 297.85 Lacs in the previous year. ''

There rs a Net Profit of Rs. 10.86 Lacs in the present financial year. Other Income for the year stood as Rs. 50.09 Lacs mainly representing rental & miscellaneous income. Interest expenses were Rs. 23.89Lacs.

Depreciation was at Rs. 36.10 Lacs as coraPared to Rs. 37.70Lacs for the corresponding period of the previous

CORPORATE GOVERNANCE

Report of the Directors on Corporate Governance is given separately and forms a part of this Annual Report.

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report."

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013, Mr. B. K. Narula (holding DIN: 000036291 Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

LISTING OF SHARES

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Annual Listing Fee listeing for the financial year 2013''14 has been Paid to the Stock Exchange where the Shares of the Company are

FIXED DEPOSITS

Your Company has not invited or accepted any deposits from the public within the meaning of section-58A of the Companies Act 1956, during the year under report.

STATUTORY AUDITORS

M/s Khanna Gulati & Associates, Chartered Accountant (Firm Registration No. 012190N1 has resigned vide letter dated 14* August, 2014, resulting into casual vacancy in the office of auditor.

Board recommends the appointment of M/s Aggarwal Aman & Associates LLP, Chartered Accountant (Firm Registration No. 023479N) as Statutory Auditor of the Company, to hold office from the conclusion of this meeting till the conclusion of sixth consecutive Annual General Meeting (AGM) subject to ratification by members at every AGM of the Company in order to fill the casual vacancy.

AUDITORS'' REPORT

The Auditors'' Report on the Financials of the Company for the year ended 31st March, 2014, does not contain any reservation, qualification or adverse remark.

PARTICULARS OF EMPLOYEES. CONSERVATION OF ENERGY. FOREIGN EXCHANGE EARNING/OUTGO

There are no employees in receipt of remuneration in excess of the amount specified in Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended.

Provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to your Company.

During the period under review, the Company has neither earned nor used any foreign exchange.

DIRECTOR S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors state:

i. While preparing Annual Accounts for the year ended 31st March, 2014 the applicable Accounting Standards have been followed;

ii. The Company had selected such accounting policies and applied consistently and made judgments 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 or loss of the Company for the year under review;

iii. That the Company 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;

iv. That the Company had prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

AKNOWLEDGEMENT

We take this opportunity to express our deep sense of gratitude to the Company''s Shareholders, Bankers, Customers and all the concerned authorities for their consistent support to the Company.

By order of the Board For OROSIL SMITHS INDIA LIMITED

B. K. Narula New Delhi Managing Director August 14,2014 DIN: 00003629

Mar 31, 2012

The Directors are pleased to present the Eighteenth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2012.

1. FINANCIAL RESULTS Amount (Rs. in Lacs) Amount (Rs. in Lacs)

Particulars Current Year Previous Year 31.03.2012 31.03.2011

Total Income 274.94 161.03

Profit before Interest, Depreciation & (33.45) 11.76 Taxes

Less: Interest & Depreciation 62.69 35.45

Profit/(Loss) before Tax (96.14) (23.69)

Less: Provision for Tax (3.23) (2.08)

(3.36) 0.09

Profit/(Loss) after Tax (96.01) (25.87)

Add: Profit/(Loss) Brought forward from - - Previous Year

Profit available for appropriation - -

APPROPRIATIONS

I) Proposed Dividend on Equity Shares N.A N.A

II) Transfer to General Reserve - -

2. DIVIDEND

The Directors regret their inability to recommend dividend on equity shares for the year ended 31st March 2012, in view of the current financial position of your company.

3. CORPORATE GOVERNANCE

Report of the Directors on Corporate Governance is given separately and forms a part of this Annual Report.

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is attached to this Report.

4. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Puneet Jain retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

5. LISTING OF SHARES

The shares of the company are listed at Bombay Stock Exchange Limited and the Annual listing fee for the year 2012-13 have been paid to the concerned Stock Exchange.

6. FIXED DEPOSITS

Your Company has not invited or accepted any deposits from the public with in the meaning of section-58A of the Companies Act 1956, during the year under report.

7. AUDITORS AND AUDIT REPORT

M/s Khanna Gulati & Associates, Chartered Accountant, New Delhi, Auditors of the Company, retire at the conclusion of this Annual General Meeting and, being eligible offer, themselves for reappointment.

The notes to the Account referred to in the Auditor's Report are self explanatory and therefore do not call for any further comments.

8. PARTICULARS AS PER SECTION-217 OF THE COMPANIES ACT 1956

Employees

Remuneration to none of the employees attracts the provisions of Section-217(2A) of the Companies Act, 1956 and as such the statement as required there under, read with the Companies (Particulars of Employees) Rules 1975 is not attached with this report.

Information relating to the Conservation of Energy, Research & Development and Foreign Exchange Earnings and Outgo.

Your Company's operations involve low energy consumption and as such no special energy conservation measures were taken and accounted for except periodically monitoring energy consumption and creating awareness among all.

All the Company's operations are as per market requirements and have in house Research & Development Center, The R&D expenses are however not accounted under separate head.

9. DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with the newly inserted section 217(2AA) of Companies Act, 1956, regarding inclusion of "Director's Responsibility Statement" in the Board's Report, the directors hereby confirm:

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

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of state of affairs of the Company at the end of the financial year and of the Profit & Loss o the Company for that period.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other Irregularities.

(iv) That the Directors had prepared the annual accounts on a going concern basis.

10. AKNOWLEDGEMENT

We take this opportunity to express our deep sense of gratitude to the Institutions, Bankers, Central and State Government Departments, Local Authorities, our Associates and Customers for their continued guidance and support.

Your Directors would like to record their sincere appreciation of the dedicated efforts put in by across all levels in the Organization. And to you, shareholders, we are deeply grateful for the confidence and faith that you have reposed in us.

Regd Office: For and on behalf of the

Board

Flat No. 620, Hemkunt Chambers SILVER SMITH INDIA

LIMITED 89 Nehru Place New Delhi-110 019

Sd/-

(B.K Narula)

CHAIRMAN & MANAGING DIRECTOR

Date: 28th May, 2012

Place: New Delhi

Mar 31, 2010

The Directors are pleased to present the Sixteenth Annual Report together with the Audited Accounts of your Company for the year ended 31 st March 2010.

1. FINANCIAL RESULTS

Amount (Rs. in Lacs) Amount (Rs. in Lacs)

Total Income 15.92 262.41

Profit before Interest, Depreciation & Taxes 1.99 (14.51)

Less: Interest & Depreciation 24.35 31.31

Profit/(Loss) before Tax 26.34 (45.83)

Less: Provision for Tax - 3.25

Profit/(Loss) after Tax 28.47 (47.75)

Add: Profit/(Loss) Brought forward from Previous Year (12.98) 40.38

Profit available for appropriation 27.92 (52.38)

APPROPRIATIONS

I) Proposed Dividend on Equity Shares N.A N.A

II) Transfer to General Reserve

2. DIVIDEND

The Directors regret their inability to recommend dividend on equity shares for the year ended 31st March 2010, in view of the current financial position of your company.

MANAGEMENT DISCUSSION AND ANALYSIS

A Industry Structure and Development

Your Company is engaged in the manufacturing and sale of silver jewellery, gold jewellery as well as plain and trading of Silver Articles. The Company is hopeful in launching a brand by the name "OJUS" for diamond, semi-precious and precious stones studded in gold and silver during the month of September 2010.

B. Opportunity and Threats

Your Company foresees great opportunity in this line of business as the export market is gaining momentum. The efforts put in by the management may reap benefits in the long run.

C Risk and Concern

The prices of the precious metals is the only matter of concern for the Company otherwise there is no other risk as the global market is picking up and jewelley is always a value addition

D. Internal Control System and their Adequacy

Your company has proper and adequate system of Internal Controls to provide reasonable assurance that all assets are safeguarded and protected against any loss.

All the policies, procedures, guidelines, authorization and approval procedures are well documented

The Management periodically reviews the internal control system and its adequacy and report to the Board, observations, if any.

E Discussion of Financial Performance with respect to Operational Performance

Your Companys gross turnover for the year ended March 31, 2010 was Rs.15.92 Lacs as compared to Rs. 262.41 Lacs in the previous year.

There is a Operating Profit of Rs. 26.34 Lacs in the present financial year due to fact that the investments are shown at cost (less dimunition).

Other Income for the year stood as Rs. 86.40 Lacs mainly representing lease rent miscellaneous income.

Interest expenses were Rs. 0.18 Lacs.

Depreciation was at Rs.24.16 as compared to Rs. 30.67 Lacs for the corresponding period of the previous year.

Last year there were 17 employees on the rolls of the Company.

3. CORPORATE GOVERNANCE

Report of the Directors on Corporate Governance is given separately and forms a part of this Annual Report.

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is attached to this Report.

4. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Puneet Jain retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

5. LISTING OF SHARES

The shares of the company are listed at Bombay Stock Exchange Limited and the Annual listing fee for the year 2010-11 have been paid to the concerned Stock Exchange.

6. FIXED DEPOSITS

Your Company has not invited or accepted any deposits from the public with in the meaning of section-58A of the Companies Act, 1956 during the year under report.

7. AUDITORS AND AUDIT REPORT

M/s Khanna Gulati & Associates, Chartered Accountant, New Delhi, Auditors of the Company, retire at the conclusion of this Annual General Meeting and, being eligible offer, themselves for reappointment.

The notes to the Account referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

8. PARTICULARS AS PER SECTION-217 OF THE COMPANIES ACT, 1956

Employees

Remuneration to none of the employees attracts the provisions of Section-217(2A) of the Companies Act, 1956 and as such the statement as required there under, read with the Companies (Particulars of Employees) Rules 1975 is not attached with this report.

Information relating to the Conservation of Energy. Research & Development and Foreign Exchange Earnings and Outgo.

Your Companys operations involve low energy consumption and as such no special energy conservation measures were taken and accounted for except periodically monitoring energy consumption and creating awareness among all.

All the Companys operations are as per market requirements and have in house Research & Development Center, The R&D expenses are however not accounted under separate head.

9. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the newly inserted section 217(2AA) of Companies Act, 1956, regarding inclusion of "Directors Responsibility Statement" in the Boards Report, the directors hereby confirm:

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

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of state of affairs of the Company at the end of the financial year and of the Profit & Loss o the Company for that period.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with provisions o the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(iv) That the Directors had prepared the annual accounts on a going concern basis.

10. AKNOWLEDGEMENT

We take this opportunity to express our deep sense of gratitude to the Institutions, Bankers, Central and State Government Departments, Local Authorities, our Associates and Customers for their continued guidance and support.

Your Directors would like to record their sincere appreciation of the dedicated efforts put in by across all levels in the Organization. And to you, shareholders, we are deeply grateful for the confidence and faith that you have reposed in us.

Regd Office: For and on behalf of the Board

Flat No. 620, Hemkunt Chambers SILVERSMITH INDIA LIMITED

89 Nehru Place Sd/-

New Delhi-110 019

(B.K Narula) CHAIRMAN & MANAGING DIRECTOR

Date: 26th Day of July 2010

Place: New Delhi

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