KUWER INDUSTRIES LIMITED - Bombay Stock … OF BOARD OF DIRECTORS AUDIT COMMITTEE Mr. Pankaj Gupta Independent Director Chairman & Member Mr. Tarun Aggarwal Whole Time Director Member

KUWER INDUSTRIES LIMITED

ANNUAL REPORT

F.Y 2015-16

CORPORATE PROFILE

BOARD OF DIRECTORS Mr. J.B. Aggarwal (DIN:00315184)

Managing Director

Mr. Tarun Aggarwal (DIN: 01320462) Whole Time Director

Shailesh Gupta (DIN: 00079956) Non Executive Director

Yashpal Sharma (DIN:00446877) Independent Director

Pankaj Gupta (DIN: 01390045)

Independent Director Megha Agarwal (DIN: 07129138)

Additional Director

AUDITORS

PVSP & Co. (Formerly known as Bhatia Praveen & Co.)

Chartered Accountants 5 Pusa Road,

New Delhi 110005 Tel. No.+91-11-47177000

ADVISORS

Corporate CapitalVentures Pvt. Ltd. 160, LGF, Vinoba Puri, Lajpat Nagar II

New Delhi – 110024 Tel: 011-41704066 Mob: +91-9212650228 Email:[email protected]

Website: www.ccvindiaa.com

REGISTERED OFFICE

D-1004, First Floor, New Friends Colony, New Delhi 110065 Tel: 011-2684 8636

CORPORATE OFFICE A-71/72, Sector- 58, Noida, Uttar Pradesh 201301 0120-2580 088/937

REGISTRAR

M/s Skyline Financial Services Private Limited

1st Floor, D-153A, Okhla Industrial Area, Phase I,

New Delhi 110 020

Tel No. +91-11-26812682, 26812683 Email: [email protected] Website: www.skylinerta.com

LISTED AT BSE Limited (Scrip Code: 530421) P.J. Tower, Dalal Street Mumbai-400001

BANKERS

STATE BANK OF BIKANER & JAIPUR

HDFC BANK

EMAIL ID & WEBSITE For Company & Investor grievances -

[email protected] For Compliance Officer- [email protected], [email protected]

Website- www.kuwer.com

OTHER DETAILS

CIN:L74899DL1993PLC056627

ISIN: INE430F1010

COMMITEES OF BOARD OF DIRECTORS

AUDIT COMMITTEE

Mr. Pankaj Gupta Independent Director

Chairman & Member

Mr. Tarun Aggarwal Whole Time Director

Member

Mr. Yashpal Sharma Independent Director

Member

REMUNERATION AND NOMINATION COMMITTEE

Mr. Yashpal Sharma Independent Director

Chairman & Member


Member

Mr. Shailesh Gupta Non Executive Director

Member

SHAREHOLDERS’ GRIEVANCES COMMITTEE

Mr. Shailesh Gupta Non executive Director

Chairman & Member

Mr. Tarun Aggarwal Whole Time Director

Member


Member

IMPORTANT COMMUNICATION TO THE MEMBERS

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by

allowing paperless compliances by the Companies and has issued circulars stating that service of

Notice / documents including Annual Report can be sent by e-mail to its members. To support this

green initiative of the Government in full measure, members who have not registered their e-mail

addresses, so far, are requested to register their e-mail addresses, with the Registrar & Share Transfer

Agent of the Company.

IMPORTANT DATES

Book Closure Date: 24th Sep 2016 to 30th Sep 2016

Cut Off Date: 23rd Sep 2016

E-Voting Start: 27thSep 2016 at 9:00 AM

E-Voting Ends: 29th Sep 2016 at 05:00 PM

IMPORTANT COMMUNICATION

The Ministry of Corporate Affairs has

taken a “Green Initiative in the

Corporate Governance” by allowing

paperless compliances by the

Companies and has issued circulars

stating that service of Notice /

documents including Annual Report can

be sent by e-mail to its members. To

support this green initiative of the

Government in full measure, members

who have not registered their e-mail

addresses, so far, are requested to

register their e-mail addresses, with the

Registrar & Share Transfer Agent of the

Company.

KUWER INDUSTRIES LIMITED Regd. Off: D- 1004, First Floor, New Friends Colony, New Delhi – 110065 Tel: 011-2684 8636

Plant Address: A 71/72, Sector 58, Noida, U.P. 201301 Tel: 0120-2580 088 FAX: 0120-2580514

Email: [email protected], [email protected] Web: www.kuwer.com

CIN:L74899DL1993PLC056627

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 24th Annual General Meeting of the members of the Company will be

held on Friday, the 30th September, 2016 at 10.00 A.M. at 339, Kishan Garh, Vasant Kunj, New Delhi 110070 to transact the following business:

ORDINARY BUSINESSES:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2016, the statement of

Profit & Loss Account for the year ended on that date together with the reports of the Directors and Auditors thereon for the year ended 31st March, 2016.

2. To re-appoint Mr. J.B. Aggarwal as the director who retires by rotation and being eligible offers

himself for Re-appointment.

3. To ratify the appointment of M/S PVSP & Co. as Statutory Auditors of the Company.

SPECIAL BUSINESSES:

4. ALTERATION IN ARTICLES OF ASSOCIATION OF COMPANY

To consider and if thought fit, to pass with or without modification(s) the following resolution as a

Special Resolution

“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the

Companies Act, 2013 read with Companies (Incorporation) Rules 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and other applicable rules made

thereunder, the Articles of Association of the Company be and are hereby altered/amended/ deleted

as the case may be in the following manner:

i. Proviso of Existing Article No. 2 (z) (dd) be and is hereby amended as follows:

Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a professional

capacity

RESOLVED FURTHER THAT, altered copy of Articles of Association of the Company as placed before

the meeting be approved and recommended to the Assembly of member for their re-adoption;

RESOLVED FURTHER THAT, the Board of Directors of the Company, be and is hereby authorized to sign and file all the forms, documents, returns with appropriate authority as may be required to give

effect the aforesaid resolution of the Company.”

Regd. Office: D-1004, Ist Floor

New Friends Colony, New Delhi - 110065

For & on the behalf of the Board of

Directors of Kuwer Industries Limited

Sd/-

Tarun Aggarwal

Date: 03.09.2016 Whole Time Director

Place: New Delhi DIN: 01320462

NOTICE

Notes:

1. A MEMBER ENTITLED TO ATTEND AND

VOTE AT THE ANNUAL GENERAL

MEETING (THE “MEETING”) IS

ENTITLED TO APPOINT A PROXY TO

ATTEND AND VOTE ON A POLL INSTEAD

OF HIMSELF AND THE PROXY NEED NOT

BE A MEMBER OF THE COMPANY. THE

INSTRUMENT APPOINTING THE PROXY

SHOULD, HOWEVER, BE DEPOSITED AT

THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-

EIGHT HOURS BEFORE THE

COMMENCEMENT OF THE MEETING.

A PERSON CAN ACT AS A PROXY ON

BEHALF OF MEMBERS NOT EXCEEDING

FIFTY AND HOLDING IN THE

AGGREGATE NOT MORE THAN TEN

PERCENT OF THE TOTAL SHARE

CAPITAL OF THE COMPANY CARRYING

VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE

TOTAL SHARE CAPITAL OF THE

COMPANY CARRYING VOTING RIGHTS

MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT

ACT AS A PROXY FOR ANY OTHER

PERSON OR SHAREHOLDER.

2. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the

Special Businesses to be transacted at the Meeting is annexed hereto.

3. Corporate members are requested to send to the Company, a duly certified copy of the

Board Resolution, authorizing their representative to attend and vote at the Annual

General Meeting.

4. The Register of Members and Share Transfer Books of the Company will remain closed

from Saturday, 24th day of September, 2016 to Friday, 30th day of September, 2016 (both

days inclusive).

5. In case of joint holders attending the meeting, only such joint holder who is higher in the

order of names will be entitled to vote.

6. Members are requested to write their folio number/ DP ID/Client ID in the attendance

slip for attending the meeting.

7. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are,

therefore, requested to submit their PAN to their Depository Participants with whom

they are maintaining their Demat accounts. Members holding shares in physical form

can submit their PAN to the Company / RTA.

8. As a measure of economy and a step toward green initiative, Members are requested to

bring their copy of Annual Report to the meeting. Members/ Proxies should bring the

attendance slip duly filled in and signed for attending the meeting.

9. To promote green initiative, members are requested to register their e-mail addresses through their Depository Participants for sending the future communications by e-mail.

Members holding the shares in physical form may register their e-mail addresses

through the RTA, giving reference of their Folio Number.

10. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode

to Members whose e-mail IDs are registered with the Company or the Depository

Participant(s). Physical copy of the Notice of AGM, Annual Report and Attendance Slip

are being sent to those Members who have not registered their e-mail IDs with the

Company or Depository Participant(s). Members who have received the Notice of AGM,

Annual Report and Attendance Slip in electronic mode are requested to print the

Attendance Slip and submit a duly filled in Attendance Slip at the registration counter to attend the AGM.

11. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the

Act, the Company is pleased to provide the facility to Members to exercise their right to

vote by electronic means and business may transacted through such remote e-voting.

The remote e-voting period will commence at 09.00 a.m. on Tuesday, 27th September,

2016 and will end at 5.00 p.m. on Thursday, 29th September, 2016. The Company has

appointed Mrs. Harpreet Parashar, Practicing Company Secretary, having Membership

No. 28820 and CP No. 10380 to act as the Scrutinizer, for conducting the scrutiny of the

votes cast. The Members desiring to vote through electronic mode may refer to the

detailed procedure on e-voting given note no. 14.

12. The facility for voting through poll will also be made available at the AGM, and members

attending the AGM who have not already cast their vote by remote e-voting will be able

to exercise their right at the AGM. Shareholders who have cast their vote, by remote e-voting shall not be allowed to cast their vote at the AGM through poll.

13. All documents referred to in the accompanying Notice and Explanatory Statement are

open for inspection at the Registered Office of the Company and copies thereof shall also

be made available for inspection in physical or electronic form at the Corporate Office of

the Company during office hours on all working days, except Saturdays, between 11.00

a.m. to 1.00 p.m. up to and inclusive of the date of the Annual General Meeting also such

documents are available at the meeting.

14. In terms of Section 108 of the Companies Act, 2013 Read with the rule 20 of the

Companies (Management & Administration) Rules, 2014 it is mandatory on the part of the Company to provide e-Voting facility. Company is providing facility for Voting by

electronic means and the business may be transacted through such voting.

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 09:00 a.m. on Tuesday, 27th September, 2016 and ends at 05:00 p.m. on Thursday, 29th September 2016. During this period shareholders’ of the Company,

holding shares either in physical form or in dematerialized form, as on the cut-off date

i.e.23rd September 2016, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote

at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the the first two

letters of their name and the 8 digits of the sequence number in the

PAN field. Sequence number is printed on _____________.

• In case the sequence number is less than 8 digits enter the applicable

number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with

sequence number 1 then enter RA00000001 in the PAN field

Dividend Bank

Details OR Date of

Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank

details field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection

screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new

password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that

company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password

confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the

resolutions contained in this Notice.

(xii) Click on the EVSN of the Kuwer Industries Limited on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the

option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your

vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xviii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the

system.

(xix) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be

emailed to [email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish

to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for

the scrutinizer to verify the same.

(i) Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. 23rd September 2016 may

follow the same instructions as mentioned above for e-Voting.

(ii) In case you have any queries or issues regarding e-voting, you may refer the Frequently

Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected]

Details of Directors seeking Appointment or Re-appointment at the Annual General Meeting

(In pursuance of Regulation 36 of SEBI Listing Regulations)

Name of Director Mr. J B Aggarwal

Date of Birth 04/04/1937

Age (Years) 79 years approx

Date of Appointment 15/10/2003

Qualification & Expertiseness He is Graduate by qualification and having rich experience of Administration and Management

Relations with Other Director (Inter-Se)

He is Father of Mr. Tarun Aggarwal, Whole Time

Director of the Company.

Directorship held in Other Companies as on date NOBLE FASHIONS PRIVATE LIMITED, JTV LABELS

PRIVATE LIMITED, ELLORA PACKAGING PRIVATE LIMITED, KUWER PACKAGING PRIVATE LIMITED,

ELLORA MECHANICAL PRODUCTS PVT LTD, NEW

DELHI AUTO FINANCE PRIVATE LIMITED, ELLORA ENTERTAINMENT PRIVATE LIMITED, VTJ

ENTERTAINMENT PRIVATE LIMITED

Chairman/ Member of the Committee of the Board of Directors of the Company

-

Committee Positions* in other Public Companies -

Number of Shares held 12,19,310 Equity Shares

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4

The Management of Company has noticed that existing Articles of Associates which was adopted by the Company on 30th September 2014 has some typographical error. Article No. 2(z)(dd) of

existing Articles of Association” of the Company the name of the promoters are inadvertently

written as Mr. Rajiv Aggarwal and Mr. Amit Aggarwal which is typographical error. The Board of

Directors on being aware about this has decided to take action to rectify the mistake in abovementioned Article.

The altered articles after making required correction is place for the approval of shareholders

by way of Special Resolution.

None of the Directors or Key Managerial Personnel and their relatives are concerned or interested (financial or otherwise), in this resolution.

The Board recommends the Special Resolution set out in Item no. 4 of the Notice regarding

alteration in Articles of Association of Company, for approval by the Members.

Regd. Office: D-1004,

Ist Floor, New Friends Colony,

New Delhi - 110065

For & on the behalf of the Board of Directors

of Kuwer Industries Limited

Sd/-

Tarun Aggarwal

Date: 03.09.2016 Whole Time Director

Place: New Delhi DIN: 01320462

Dear Stakeholders,

Your Directors are pleased to present herewith their Report on the business and Operation of

the Company together with the Au

financial year ended on 31st March, 2016.

Financial Highlights

Particulars

Sales

Other Income

Total Income

Total Expenditure exclude Finance Cost

& Depreciation

Profit/(Loss) before Finance Cost &

Depreciation

Depreciation

Finance Cost

Profit/(Loss) before tax

Tax Expenses

Net Profit & (Loss)

Extra ordinary Item

Paid Up Share Capital

EPS (in Rs.)

Fig1.1: Performance Chart. All the figures in Rs. Lakh.

REVIEW OF OPERATIONS

During the year under review the Company has recorded total revenue of Rs. 3057.38 Lakh as

compared to Rs. 2538.90 Lakh for the previous year and Net Profit of Rs

as compared to a Profit of Rs. 11.19 Lakh iyear has increased by 31.73 on account of increase in the sale volume by

in the Finance cost by 28.16%. There has been increase in other income

0

500

1000

1500

2000

2500

3000

F.Y. 2016 F.Y. 2015

BOARD REPORT


the Company together with the Audited financials and Report of Secretarial Auditor for the

financial year ended on 31st March, 2016.

(Rupees in Lakh)

For the Year Ended

31.03.2016

For the Year Ended

2853.27

204.12

3057.38

Finance Cost 2890.87

Profit/(Loss) before Finance Cost & 166.52

92.84

50.64

23.04

9.08

14.75

0.79

907.61

0.17

Fig1.1: Performance Chart. All the figures in Rs. Lakh.

ng the year under review the Company has recorded total revenue of Rs. 3057.38 Lakh as

compared to Rs. 2538.90 Lakh for the previous year and Net Profit of Rs. 14.75 Lakh for the year

as compared to a Profit of Rs. 11.19 Lakh in the previous year. The net profit for this financial on account of increase in the sale volume by 21.68% and reduction

%. There has been increase in other income also. The other income

F.Y. 2015 F.Y. 2014

Sales

Other Income

Expenditure

PBT

PAT


dited financials and Report of Secretarial Auditor for the

For the Year Ended

31.03.2015

2344.91

193.99

2538.90

2363.37

175.54

87.21

70.49

17.83

6.64

11.19

0.00

907.61

0.12

ng the year under review the Company has recorded total revenue of Rs. 3057.38 Lakh as

Lakh for the year

profit for this financial % and reduction

. The other income

Sales

Other Income

Expenditure

PBT

PAT

for the period under review is Rs. 204.12 Lakh whereas the same was Rs. 193.99 Lakh in the last financial year.

Your Company performed better during the year, despite challenging economic conditions, Your

Directors is of the opinion that the Company has the immense potential and adequate resources

to achieve the rapid rate of growth in the coming years. Your Company hopes to increase its

presence in the business in other Geographical Regions in the coming years, which will

significantly increase the top line and also its profitability.

BUSINESS STRATEGY

At Kuwer, we are constantly striving to achieve higher goals and have been adding new

machinery and developing new products/ applications with the aim of meeting the ever-changing needs of the discerning customer. With a team of dedicated qualified professionals and

Total Quality Management, we are able to deliver the right product to ensure total customer

satisfaction. The Company continues to focus on quality and strives to exceed the customer

expectations at all times we have extended its scope of working by using allied equipments.

We adhere to stringent quality control norms during all production stages, right from raw

material sourcing till the shipment of goods. The whole procedures of quality control are

perceived by our in-house Quality Assurance and Control (QA&C) department.

CAPITAL EXPENDITURE

Your Company is continuously from past many years has tried and given its best to serve to its

customer, industry and its environment in

which its exist and in this regards has upgraded

the Boilers in the plants to CNG engines from Diesel engines by investing 15-20 Lakh to

perform its work more efficiently.

Your Company has made capital investments in

various Machines like Lamination Machine,

Slitting Machine, etc. during the previous

years ,and in other varied activities which has

increased the Production capacity of your

Company by approximately 200 tons per month.

INDUSTRIAL RELATIONS Your Company has always considered its

workforce as its valuable asset and continues to

invest in their excellence and development

programs. Your Company has taken several initiatives for enhancing employee engagement and satisfaction.

DIVIDEND

The Board of Directors of your Company is of the opinion that during the year Company has not

generated much profit and keeping in view the future fund requirements of the Company, your

directors do not recommended any dividend for the financial year ended March 31, 2016. The

Board assures you to present a much strong financial statements in coming years.

CHANGE IN SHARE CAPITAL

During the year under consideration there was no change in the Authorised Share Capital of the

Company and also there was no change in the Paid up Capital of the Company.

TRANSFER TO RESERVES Addition to the reserve is as follows:

Amount In Rs.

Particulars As at 31 March, 2016 As at 31 March, 2015

Surplus:

At The Beginning Of The Accounting Period 29,881,086 43,480,129

Add: Additions During The Year 1,474,641 1,119,472

(Balance as per statement of profit & loss)

Less: Adjusted Deprecation 14,718,515

31,355,727 29,881,086

Add: Share Premium 47,773,280 47,773,280

Total 79,129,007 77,654,366

AUDITORS The Members of the Company had at its Annual General Meeting held on 30th September 2015

ratified the appointment of M/s. PVSP & Co., Chartered Accountants having registration

No.008940N as the Statutory Auditor of the Company, to hold the office from conclusions of

Annual General Meeting till the conclusion of this Annual General Meeting (AGM).

The audit committee in its meeting after discussion have recommended appointment of M/s

PVSP & Co., Chartered Accountants as the Statutory Auditors of the Company from the

conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

Pursuant to the second proviso to Section 139(2) of the Companies Act, 2013, read with

applicable rules and recommendation of the Audit Committee the board proposes name of M/s PVSP & Co., Chartered Accountants for appointment as the Statutory Auditors of the Company

for the year 2016-2017 and resolution for the same is inserted into the Notice of Annual General

Meeting. The Company also obtained a written consent from the Auditors for the purpose of

their proposed appointment as statutory auditor of the company and also a certificate from them has been taken as required and they have affirmed in it that they are not disqualified from

being appointed as auditor of the company under Companies Act 2013, Charted Accountant Act

1949 and their appointment, if made shall be within limits laid down under Companies Act.

AUDITOR’S REPORT

The Auditor’s Report dated 30th May 2016 on the financials statements of the company for the

financial year 2015-16. The explanation to the qualification of Statutory Auditor is as follows:

SECRETARIAL AUDITOR

The Board has appointed Mr. Yashlok Dubey, a Practicing Company Secretary, to conduct

Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16.

SECRETARIAL AUDITORS’ REPORT

The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith

and marked as Annexure I to this Report. Explanation to the Observation of Secretarial Auditor is as follows:

SECRTARIAL AUDITORS OBSERVATION

1. During the year under review, Company has not appointed Company Secretary and Chief

Financial Officer as required under section 203 of the Companies Act 2013.

2. The Company has not filed the report on Annual General Meeting in form MGT 15 as

mandated under the provisions of section 121 the Companies Act, 2013.

3. The Company has advances the loans to certain individuals which are interest free.

4. Company has not Complied with following provisions of Employee Provident Fund Act:

a) Filing of Annual return

b) Return of members leaving service during the month

c) Details of PF deducted and deposited

d) Return of Employees qualifying for membership to the Employees' Provident Fund

for the first time during every month

e) Nomination Form - 2

5. Company has not Complied with the following provisions of EMPLOYEE STATE INSURANCE

ACT:

a) Filling of Annual return

b) Declaration form of every employee in form 1

6. The Company has not complied with following provisions of Payment of Bonus Act 1965:

a) Filling of Annual Return of payment of bonus in Form D.

b) Maintenance of necessary forms and records under the payment of Bonus Rules

1975.

7. Company has not registered under UP Shop and Establishment Act 1962.

8. The Company has not obtained the No Objection from the U.P. Pollution control Board

under Air (Prevention and Control of Pollution) Act 1981.

9. We cannot express our opinion on compliance of Contract Labour Act (Regulation and

Abolition) 1970 by the Company in lack of evidence.

10. The Company has not obtained the registration under U.P. Trade and Tax Act 1948.

11. The Company has not obtained the permission of pollution control for operating generator.

12. The Company has not received the clearance from the fire department of the Uttar Pradesh

Government.

Management Reply Management of the Company assure you that Effective and Efficient steps will be taken by the

Company in the Coming Financial Year to resolve and Comply all the above mentioned Remarks

given by the Secretarial Auditor of the Company.

INTERNAL AUDITORS

Your Company has re-appointed Mr. Rajiv Kumar Rattan, Chartered Accountants, Ghaziabad

having Membership No. 510170 as the internal auditor for the financial year 2016-17.

DIRECTORS AND KEY MANAGERIAL PERSONEL

APPOINTMENT AND RESIGNATION

During the financial year 2015-16, there was no change in the Directorship of the Company.

In accordance with the requirements of the Companies Act, 2013 the Directors liable to retire by

rotation shall not include Independent Directors and Additional Director, hence the number of

Directors whose office is liable to retire at the annual general meeting are 3 namely:

1. Mr. J.B. Aggarwal

2. Mr. Tarun Aggarwal

3. Mr. Shailesh Gupta

Mr. J.B. Aggarwal the Director of the Company retires by rotation and being eligible offer himself

for Re- appointment.

Key Managerial Personnel (KMPs)

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. J.B Aggarwal, Managing

Director, Mr. Tarun Aggarwal, Whole-Time-Director and Chief Financial Officer are the Key Managerial Personnel of the Company.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of

the Board was evaluated by the Board on the basis of the criteria such as the Board composition

and structure, effectiveness of Board process, information and functioning etc. The Board and

Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and

committee meetings like preparedness on the issue to be discuss meaningful and constructive

contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and

performance of Chairman was evaluated.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its

assets as well as to improve the overall productivity of its operations. All the transactions are

properly authorized, recorded and reported to the management. The Company is following all

the applicable Accounting Standards for properly maintaining the books of accounts and

reporting financial statements. The detailed process of review not only ensures reliability of

control systems and legal compliances with applicable legislation, defined policies and

processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee

framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior

Management and their remuneration as required under Section 178 of the Companies Act, 2013.

The Nomination & Remuneration Policy of the Company is annexed herewith and marked as

Annexure II to this Report.

RISK MANAGEMENT

The Company has adopted the Risk Management policy that defines and lays out the strategies and methodology to decide on the risk taking ability of the organization. The Company

constantly reviews its exposure to various types of risk, whether it be regulatory, operational,

environmental, financial or political. The Company has in place adequate systems to ensure

compliance with all regulatory and statutory matters, reviews the same on a periodic basis and takes appropriate corrective action when necessary.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the

provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the

preparation of the annual accounts for the year ended 31st March, 2016 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31st March, 2016,

the applicable accounting standards had been followed along with proper explanation

relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view

of the state of affairs of the company at the end of the financial year and of the profit and loss

of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding the assets

of the company and for preventing and detecting fraud and other irregularities;

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

e. 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; and

f. the directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement

is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION The information required under Section 197(12) of the Companies Act, 2013 read with Rule

5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees

of the Company for the financial year 2015-16:

Sr. No. Name of Director Remuneration Paid during F.Y. 2016 Ratio

1 Jai Bhagwan Aggarwal 611,700/- 6.63

2 Tarun Aggarwal 505,120/- 5.47

ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief

Executive Officer, Company Secretary or Manager, if any, in the financial year 2015-16:

Sr. No. Name of Director Remuneration Paid during F.Y. 2015-16

Remuneration Paid during F.Y. 2014-15

Percentage Change

1 Jai Bhagwan Aggarwal 611,700/- 6,00,000 1.95

2 Tarun Aggarwal 505,120/- 4,80,000 5.23

The Company has not appointed any Company secretary during the year under review. Mr.

Tarun Aggarwal is Whole Time Director, and Compliance officer of the Company.

iii) the percentage increase in the median remuneration of employees in the financial year

2015-16: There has been no change in the median remuneration to the employees.

iv) the number of permanent employees on the rolls of company: 36

v) 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 the managerial remuneration and justification thereof and point out if there are any

exceptional circumstances for increase in the managerial remuneration: N.A.

vi) the key parameters for any variable component of remuneration availed by the Directors:

No variable component of remuneration is availed by Directors.

vii) affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration

Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Equity shares of the Company are listed at BSE Limited. The trading in to the equity shares

of the Company is active on the BSE Limited under XD Group.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the

Section 188 of the Companies Act, 2013. However, there were related party transactions. All

related party transactions that were entered by the Company during the financial year were on an arm's length basis. All related party transactions are presented to the Audit Committee and

the Board for approval.

The policy on materiality of related party transactions and dealing with related party

transactions as approved by the Board can be accessed on the Company's website at the

linkwww.kuwer.com

The details of the transactions with related party are provided in the accompanying financial

statements.

CORPORATE GOVERNANCE Your Company believes and preached the Corporate Governance practices which are in line with

legal requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and Companies Act 2013. The Company has adopted the

practices which are prevalent in the industry. Further Securities and Exchange Board of India

has exempted certain Companies from mandatory Compliance of provision of corporate

governance as provided under SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.In view of the said exemption the separate section on corporate governance is

not provided.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board

function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-III to this Report.

B) MEETINGS OF THE BOARD

During the financial year ended March 31, 2016, 6meetings of the Board of Directors were held

as against the statutory minimum requirement of 4 times. None of the two Board Meetings have

a gap of more than 120 days between them. The dates of meetings are mentioned below:

Sr.

No.

Date Sr. No. Date

1. 15.04.2015 5. 06.11.2015

2. 29.05.2015 6. 12.02.2016

3. 13.08.2015

4. 02.09.2015

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of three members, including one is Whole-Time-

Director viz. Tarun Aggarwal and two are Non executive Independent director viz. Yashpal

Sharma, Mr. Pankaj Gupta. Mr. Pankaj Gupta is heading the Committee.

D) VIGIL MACHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for its Directors and employees to report their

genuine concerns or grievances The policy provides a framework for directors and employees to

report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. Protected disclosures can be made by a whistle

blower through an email or to the Chairman of the Audit Committee. The vigil

mechanism/whistle blower policy can be accessed on the Company's website at the link:

www.kuwer.com.

E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace. The Board of

Directors has constituted an Internal Complaints Committee to consider and redress complaints

of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual

harassment at workplace in line with the provisions of Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2015-16, the Company has received no complaints on sexual

harassment.

F) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND

SECURITY PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided in the

financial statements.

G) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items

as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any

scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission

from subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals

which impact the going concern status and Company's operations in future.

SUBSIDIARY & ASSOCIATE COMPANY

The Company does not have any subsidiary and associate Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUT GO. Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013

read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's

report for the year ended 31st March, 2016 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The provisions related conservation of energy does not apply to the Company, therefore, the

information as provided in Performa given in Form A under the Companies (Disclosure of

Particulars in the Report of Board of Directors) Rules, 1988 is not given. However, the Company

is conscious about its responsibility to conserve energy, power and other energy sources

wherever possible. We emphasis towards a safe and clean environment and continue to adhere

to all regulatory requirements and guidelines.

The Company has been taking energy saving measures viz., Use of energy saver electrical

equipments, CFL fittings are provided inside the building for common area lighting in the

projects of the Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to

adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year 2015-

16. However, in order to minimize its cost and increase the quality of its projects, your Company

is trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-

Year 2016 Year 2015

(Amt.) (Amt.)

Foreign Exchange earning 0.00 0.00

Foreign Exchange outgoing 0.00 0.00

APPRECIATION Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development

Authorities connected with the business of the Company, Bankers of the Company, Housing

Finance as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed

and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in

by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated Endeavour towards attainment of better working results

during the current year.

Regd. Office: D-1004, Ist Floor

New Friends Colony, New Delhi - 110065

For & on the behalf of the Board of Directors

of Kuwer Industries Limited

Sd/- Sd/-

Tarun Aggarwal J.B. Aggarwal

Date: 03.09.2016 Whole Time Director Managing Director

Place: New Delhi DIN: 01320462 DIN: 00315184

ANNEXURE [I] Form No. MR-3

SECRETARIAL AUDIT REPORT For The Financial Year Ended 31st March, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

THE MEMBERS, KUWER INDUSTRIES LIMITED D-1004, IST FLOOR, NEW FRIENDS COLONY,

NEW DELHI- 110065 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by KUWER INDUSTRIES LIMITED (CIN: L74899DL1993PLC056627) (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of

secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject

to the reporting made hereinafter: 1. We have examined the books, papers, minute books, forms and returns filed and

other records maintained by the company for the financial year ended on 31st

March, 2016 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

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

thereunder; (iv) Foreign Exchange Management Act, 1999 (FEMA) & the Rules and Regulations

made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings- Not Applicable to the Company during the Audit period

(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;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

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 the Audit Period;

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

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

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

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

(vi) Other Laws applicable to the Company:

i. Industrial Disputes Act, 1947 ii. The Payment of Wages Act, 1936

iii. The Minimum Wages Act, 1948 iv. Employee State Insurance Act, 1948 v. The Employee Provident Fund and Miscellaneous Provisions Act, 1952

vi. The Payment of Bonus Act, 1965 vii. The Payment of Gratuity Act, 1972 viii. The Contract Labour( Regulation and Abolition) Act, 1970 ix. The Maternity Benefits Act, 1961

x. The Income Tax Act, 1961 xi. The Finance Act, 1994

We 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 SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the

Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to following observations:

1. During the year under review, Company has not appointed Company Secretary

and Chief Financial Officer as required under section 203 of the Companies Act

2013.

2. The Company has not filed the report on Annual General Meeting in form MGT 15

as mandated under the provisions of section 121 the Companies Act, 2013.

3. The Company has advances the loans to certain individuals which are interest

free.

4. Company has not Complied with following provisions of Employee Provident Fund

Act:

f) Filing of Annual return

g) Return of members leaving service during the month

h) Details of PF deducted and deposited

i) Return of Employees qualifying for membership to the Employees'

Provident Fund for the first time during every month

j) Nomination Form - 2

5. Company has not Complied with the following provisions of EMPLOYEE STATE

INSURANCE ACT:

c) Filling of Annual return

d) Declaration form of every employee in form 1

6. The Company has not complied with following provisions of Payment of Bonus Act

1965:

c) Filling of Annual Return of payment of bonus in Form D.

d) Maintenance of necessary forms and records under the payment of Bonus

Rules 1975.

7. Company has not registered under UP Shop and Establishment Act 1962.

8. The Company has not obtained the No Objection from the U.P. Pollution control

Board under Air (Prevention and Control of Pollution) Act 1981.

9. We cannot express our opinion on compliance of Contract Labour Act (Regulation

and Abolition) 1970 by the Company in lack of evidence.

10. The Company has not obtained the registration under U.P. Trade and Tax Act

1948.

11. The Company has not obtained the permission of pollution control for operating

generator.

12. The Company has not received the clearance from the fire department of the

Uttar Pradesh Government.

We further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under

review were carried out in compliance with the provisions of the Act.

2. The Constitution of Board & Statutory Committees as observed by us is mentioned

below:

BOARD OF DIRECTORS

S.No. Name of the Director Category 1. Mr. J.B. Aggarwal Managing director

2. Mr. Tarun Aggarwal Whole Time Director

3. Mr. Shailesh Gupta Non Executive Director

4. Mr. Yashpal Sharma Independent Director

5. Mr. Pankaj Gupta Independent Director

6. Mrs. Megha Aggarwal Director

COMMITTEES OF BOARD OF DIRECTORS

A. AUDIT COMMITTEE S.No. Name of the Director Category Designation

1. Mr. Pankaj Gupta Independent Director Chairman

2. Mr. Tarun Aggarwal Whole Time Director Member

3. Mr. Yashpal Sharma Independent Director Member

B. REMUNERATION & NOMINATION COMMITTEE S.No. Name of the Director Category Designation 1. Mr. Yashpal Sharma Independent Director Chairman

2. Mr. Pankaj Gupta Independent Director Member

3. Mr. Shailesh Gupta Non Executive-Director Member

C. SHAREHOLDER’S GRIEVANCES COMMIITTEE

S.No. Name of the Director Category Designation 1. Mr. Shailesh Gupta Non Executive-Director Chairman

2. Mr. Tarun Aggarwal Whole Time Director Member

3. Mr. Pankaj Gupta Independent Director Member

3. Adequate notice is given to all directors to schedule the Board Meetings, agenda

and detailed notes on agenda were sent 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.

4. Majority decision is carried through while the dissenting members’ views are

captured and recorded as part of the minutes.

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

We further report that compliance of applicable financial laws including Direct and Indirect Tax Laws by the company has not been reviewed in this Audit since the same has been subject to review by the Statutory Auditors and other designated professionals.

We further report that during the audit period the company has no instances of:

• Rights issue of shares/debentures/sweat equity but the public/ preferential issue of

securities was made during the audit period.

• Redemption/buy back of securities

• Major Decision taken by the members in pursuance to section 180 of the Companies Act, 2013

• Merger/amalgamation/reconstruction etc.

• Foreign technical collaborations.

For CS YASHLOK DUBEY & ASSOCIATES. Company Secretaries Sd/- Yashlok Dubey CP No. : 14742 M. No. : 39066

Place: New Delhi Date: 30.08.2016 Note: This report is to be read with our letter of even date which is annexed as “ANNEXURE A” and forms an integral part of this report

“ANNEXURE-A” 30th August, 2016 To, THE MEMBERS, KUWER INDUSTRIES LIMITED D-1004, FIRST FLOOR, NEW FRIENDS COLONY, NEW DELHI- 110065 Our Secretarial Audit Report of even date is to be read along with this letter. Management’s Responsibility

1) It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor's Responsibility

2) Our responsibility is to express an opinion on the secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.

3) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records.

The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

4) We believe that audit evidence and information obtained from the Company's management is adequate and appropriate for us to provide a basis for our opinion.

5) Wherever required, we have obtained the management's representation about the compliance of laws, rules and regulations and happening of events etc.

6) We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

Disclaimer

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

For CS YASHLOK DUBEY & ASSOCIATES Company Secretaries Sd/- Yashlok Dubey CP No. : 14742 M. No.: 39066 Place: New Delhi Date: 30.08.2016

ANNEXURE II NOMINATION AND REMUNERATION POLICY

I. GUIDING PRINCIPLES The Policy ensures that � The level and composition of remuneration is reasonable and sufficient to attract,

retain and motivate Directors of the quality required to run the Company successfully;

� Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

� Remuneration to Directors, Key Managerial Personnel and Senior Management

involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

II. ROLE OF THE COMMITTEE The role of the Committee inter alia will be the following: � To formulate a criteria for determining qualifications, positive attributes and

independence of a Director.

� Formulate criteria for evaluation of Independent Directors and the Board.

� Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

� To carry out evaluation of every Director’s performance.

� To recommend to the Board the appointment and removal of Directors and Senior Management.

� To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

� Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

� To devise a policy on Board diversity.

III. FREQUENCY OF THE MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be

required.

IV. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications: � The Committee shall identify and ascertain the integrity, qualification, expertise and

experience of the person for appointment as Director, KMP or at Senior Management

level and recommend to the Board his / her appointment. � A person should possess adequate qualification, expertise and experience for the

position he / she is considered for appointment. The Committee has discretion to

decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

� The Company shall not appoint or continue the employment of any person as

Managing Director/Whole-time Director/Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such

motion indicating the justification for extension of appointment beyond seventy

years. Term / Tenure: Managing Director/Whole-time Director/Manager (Managerial Person): � The Company shall appoint or re-appoint any person as its Managerial Person for a

term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

Independent Director: � An Independent Director shall hold office for a term up to five consecutive years on

the Board of the Company and will be eligible for re-appointment on passing of a

special resolution by the Company and disclosure of such appointment in the Board's report.

� No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three

years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

However, if a person who has already served as an Independent Director for 5 years or more in the Company as on 1 October, 2014 or such other date as may be determined by the Committee as per regulatory requirement, he / she shall be eligible for appointment for one more term of 5 years only.

� At the time of appointment of Independent Director it should be ensured that number

of Boards on which such Independent Director serves is restricted to seven listed

companies as an Independent Director and three listed companies as an Independent

Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

Evaluation: � The Committee shall carry out evaluation of performance of every Director.

� KMP and Senior Management on yearly basis or as when required.

Removal: Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules

made thereunder or under any other applicable Act, rules and regulations, the

Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.

Retirement: The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have

the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

V. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR MANAGEMENT

1. General:

� The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and

recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

� The remuneration and commission to be paid to Managerial Person shall be as per

the statutory provisions of the Companies Act, 2013, and the rules made thereunder

for the time being in force. � Increments to the existing remuneration / compensation structure may be

recommended by the Committee to the Board which should be within the slabs

approved by the Shareholders in the case of Managerial Person. Increments will be effective from the date of reappointment in respect of Managerial Person and 1st April in respect of other employees of the Company.

2. Remuneration to Managerial Person, KMP and Senior Management: � Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the

Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force and also depend on the financial position of Company.

� Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the

provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.

� Provisions for excess remuneration:

If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required,

he / she shall refund such sums to the Company and until such sum is refunded, hold

it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

3. Remuneration to Non-Executive / Independent Director: � Remuneration / Commission:

The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in

force.

� Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees

for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed

by the Central Government from time to time.

� Limit of Remuneration /Commission: Remuneration /Commission may be paid within the monetary limit approved by

shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

� Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

VI. REVIEW AND AMENDMENT � The Committee or the Board may review the Policy as and when it deems necessary. � The Committee may issue the guidelines, procedures, formats, reporting mechanism

and manual in supplement and better implementation to this Policy, if it thinks

necessary. � This Policy may be amended or substituted by the Committee or by the Board as and

when required and also by the Compliance Officer where there is any statutory changes necessitating the change in the policy.

ANNEXURE III

EXTRACT OF ANNUAL RETURN FORM MGT-9

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

I. REGISTRATION & OTHER DETAILS:

1 CIN L74899DL1993PLC056627

2 Registration Date 24th December 1993

3 Name of the Company Kuwer Industries Limited

4 Category/Sub-category of the Company Non Government Company

Company limited by shares

5 Address of the Registered office &

contact details

D-1004, First Floor, New Friends Colony, New Delhi

110065

6 Whether listed company Yes

7 Name, Address & contact details of the

Registrar & Transfer Agent, if any.

M/s Skyline Financial Services Private Limited

1st Floor, D-153A, Okhla Industrial Area, Phase I,

New Delhi 110020

Ph. No. 011 2681 2682, 6473 2681

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)

S. No. Name and Description of main products / services NIC Code of the

Product/service

% to total

turnover of the

company

1 Manufacturing of Plastic Products 222 93.32

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN Name and address of the Company

CIN/GLN Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

IV. SHARE HOLDING PATTERN (i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year[As on 31-March-2015]

No. of Shares held at the end of the year[As on 31-March-2016]

% Chang

e during

the year

Demat Physical Total % of

Total Share

s

Demat Physical Total % of

Total Share

s

A. Promoters

(1) Indian

a) Individual/ HUF

3357192 10 3357202 36.99 3357200 10 3357210

36.99 0.00

b) Central Govt - - - 0.00 - - 0 0.00 0.00

c) State Govt(s) - - - 0.00 - - 0 0.00 0.00

d) Bodies Corp. 455436 - 455436 5.02 455436 - 455436 5.02 0.00

e) Banks / FI - - - 0.00 - - - 0.00 0.00

f) Any other - - - 0.00 - - - 0.00 0.00

Sub Total (A) (1)

3812628 10 3812638 42.01 3812628 10 381263

8

42.01 0.00

(2) Foreign -

a) NRI Individuals - 0.00 - - - 0.00 0.00

b) Other

Individuals

- 0.00 - - - 0.00 0.00

c) Bodies Corp. - 0.00 - - - 0.00 0.00

d) Any other - 0.00 - - 0.00 0.00

Sub Total (A) (2)

- - - 0.00 - - - 0.00 0.00

TOTAL (A) 3812628 10 3812638 42.01 3812628 10 3812638

42.01 0.00

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - 0.00 - - - 0.00 0.00

b) Banks / FI 159900 70100 230000 2.53 159900 70100 230000 2.53 0.00

c) Central Govt - - - 0.00 - - - 0.00 0.00

d) State Govt(s) - - - 0.00 - - - 0.00 0.00

e) Venture Capital Funds

- - - 0.00 - - - 0.00 0.00

f) Insurance Companies

- - - 0.00 - - - 0.00 0.00

g) FIIs - - - 0.00 - - - 0.00 0.00

h) Foreign Venture Capital Funds

- - - 0.00 - - - 0.00 0.00

i) Others

(specify)

- - - 0.00 - - - 0.00 0.00

Sub-total (B)(1):-

159900 70100 230000 2.53 159,900 70,100 230,000 2.53 0.00

2. Non-Institutions

a) Bodies Corp.

i) Indian 662180 228900 891080 9.82 247376 228900 476276 5.25 -46.55

ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00

b) Individuals

i) Individual

shareholders holding nominal share capital upto Rs. 1 lakh

517826 598700 1116526 12.30 625738 587600 121333

8

13.37 8.67

ii) Individual shareholders holding nominal

share capital in excess of Rs 1 lakh

2552027 5300 2557327 28.18 2841542 32300 2873842

31.66 12.37

c) Others (specify)

HUF 269890 - 269890 271874 0 271874 3.00 0.73

Overseas Corporate Bodies

- - - 0.00 - - - - 0.00

Clearing Members 1211 - 1211 0.01 204 0 204 0.00 -83.15

Trusts - - - 0.00 - - - 0.00 0.00

NRI 4300 193100 197400 2.17 4800 193100 197900 2.18 0.51

Sub-total (B)(2):-

3980434 1053000 5033434 55.46 3991534 1041900 5033434

55.46 0.00

Total Public (B) 4140334 1123100 5263434 57.99 4151434 1112000 5263434

57.99 0.00

C. Shares held by Custodian for GDRs & ADRs

- 0.00 0.00 0.00

Grand Total (A+B+C)

7952962 1123110 9076072 100.00

7964062 1112010 9076072

100.00

0.00

(ii) Shareholding of Promoter SN Shareholder’s Name Shareholding at the beginning of the

year Shareholding at the end of the year

% change in shareho

lding during the year

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 Pledge

d / encum

bered to total shares

1 RK Aggarwal 10 0.00% 0.00% 0 0.00% 0 0.00%

2 Tarun Aggarwal 1,255,008 13.83% 0.00% 1,255,008 13.83% 0 0.00%

3 J B Aggarwal 1,219,292 13.43% 0.00% 1,219,310 13.43% 0 0.00%

4 Shalini Aggarwal 20,000 0.22% 0.00% 20,000 0.22% 0 0.00%

5 Anjali Garg 83,500 0.92% 0.00% 83,500 0.92% 0 0.00%

6 Usha Aggarwal 756,665 8.34% 0.00% 756,665 8.34% 0 0.00%

7 Megha Aggarwal 22,727 0.25% 0.00% 22,727 0.25% 0 0.25%

8 VCT Lease Invest Pvt. Ltd

66,150 0.73% 0.00% 66,150 0.73% 0 0.00%

9 Kuwer Packaging Pvt. Ltd.

302,915 3.34% 0.00% 302,923 3.34% 0 3.34%

10 JTV Labels Pvt. Ltd 86,363 0.95% 0.00% 86,363 0.95% 0 0.95%

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

SN For each of the Top 10 shareholders

Date Reason Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares

No. of shares % of total shares

1 Vijay Darak

At the beginning of the

year

01.04.2015 227,272 2.50% 227,272 2.50%

Changes during the year

No Change

At the end of the year

31.03.2016 227,272 2.50% 227,272 2.50%

2 Kapoor Singh

At the beginning of the year

01.04.2015 0 0.00 0 0.00


10.04.2015 Purchase 204545 2.25% 204,545 2.25%

At the end of

the year

31.03.2016 204,545 2.25% 204,545 2.25%

3 ICICI Bank Limited


year

01.04.2015 159,900 3.14% 159,900 1.76%


No Change

At the end of

the year

31.03.2016 159,900 3.14% 159,900 1.76%

4 Southern India depository Service Pvt. Ltd.

At the

beginning of the year

01.04.2015 138,900 1.53% 138,900 1.53%


No Change

At the end of

the year

31.03.2016 138,900 1.53% 138,900 1.53%

5 Avesh Dhelawat

At the


01.04.2015 0 0.00 0 0.00


23.09.2015 Purchase 122250 1.35% 122250 1.35%

At the end of

the year

31.3.2016 122250 1.35% 122250 1.35%

6 Rohit Darak


year

01.04.2015 0 0.00 0 0.00


10.04.2015 Purchase 113,636 1.25% 113,636 1.25%


31.03.2016 113,636 1.25% 113,636 1.25%

7 Sharad Kumar

Darak


01.04.2015 0 0.00 0 0.00


10.04.2015 No Change

113,636 1.25% 113,636 1.25%


31.03.2016 113,636 1.25% 113,636 1.25%

8 Ajay Beswal


01.04.2015 - 0.00% - 0.00%

Changes during

the year

30.06.2015 Purchase 113,636 1.25% 113,636 1.25%


31.3.2016 113,636 1.25% 113,636 1.25%

9 Jitendra Singhal


01.04.2015 0 0.00 0 0.00

Changes during

the year

10.04.2015 Purchase 113,636 1.25% 113,636 1.25%

14/08/2015 Sale 396 0 396 0


31.3.2016 113,240 1.25% 113,240 1.25%

10 Dipak Kanayalal Shah

At the


01.04.2015 0 0.00% 0 0.00%


31.12.2015 Purchase 35870 0.4 35870 0.4


08.01.2016 Purchase 27094 0.69 62964 0.69


15.01.2016 Purchase 28850 1.01 91814 1.01

Changes during

the year

22.01.2016 Purchase 2186 1.04 94000 1.04

Changes during

the year

05.02.2016 Purchase 2418 1.06 96418 1.06


26.02.2016 Purchase 3445 1.1 99863 1.1

Changes during

the year

04.03.2016 Purchase 137

1.1 100000

1.1


31.3.2016 100000

1.1 100000 1.1

(v) Shareholding of Directors and Key Managerial Personnel: SN Shareholding of

each Directors and each Key Managerial Personnel

Date Reason Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares

No. of shares % of total shares

1 Jai Bhagwan Aggarwal


01.04.2015 1219292 13.43% 1219292 13.43%

Changes during

the year

Acquired

from other promoter 18

0.00%

18 0.00%


31.03.2016 1219310

13.43% 1219310

13.43%

2 Tarun Aggarwal

At the beginning

of the year 01.04.2015

1255008 13.83% 1255008 13.83%



31.03.2016

1,255,008 13.83% 1,255,008 13.83%

3 Yashpal Sharma

At the beginning of the year 01.04.2015

0.00% 0.00%

Changes during

the year

0.00% 0.00%


31.03.2016 0.00% 0.00%

4 Shailesh Gupta

At the beginning

of the year

01.04.2015

-

0.00% 0.00%


-

0.00% 0.00%


31.03.2016 -

0.00% 0.00%

5 Pankaj Gupta


01.04.2015

-

0.00% 0.00%


-

0.00% 0.00%

At the end of the

year 31.03.2016

-

0.00% 0.00%

6 Megha Agarwal

At the beginning

of the year

01.04.2015

22,727

0.25%

22,727

0.25%



31.03.2016 22,727

0.25% 22,727

0.25%

V. INDEBTEDNESS

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

(Amt. Rs./Lakh)

Particulars Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 277.76 2.70 - 280.46

ii) Interest due but not paid

- - - -

iii) Interest accrued but not due

- - - -

Total (i+ii+iii) 277.76 2.70 - 280.46

Change in Indebtedness during the financial year

* Addition 113.05 - - 113.05

* Reduction - -

Net Change 113.05 0.00 - 113.05

Indebtedness at the end of the financial year

i) Principal Amount 390.82 2.70 - 393.52

ii) Interest due but

not paid

- - - -

iii) Interest accrued but not due

- - - -

Total (i+ii+iii) 277.76 2.70 - 393.52

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 MD/WTD/ Manager Total Amount

Name Jai Bhagwan Aggarwal Tarun Aggarwal (Rs/Lac)

Designation Managing Director Whole Time

Director

1 Gross salary 6.00 4.80 10.80

(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)

Ceiling as per the Act

SN. Particulars of Remuneration

1 Independent Directors Fee for attending board committee meetings

Commission

Others, please specify

Total (1)

2 Other Non-Executive Directors Fee for attending board committee meetings

Commission

Others, please specify

Total (2) Total (B)=(1+2) Total Managerial Remuneratio

Overall Ceiling as per the Act

Company does not pay any remuneration to Non executive Directors and Independent Directors.

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

SN. Particulars of Remuneration

Name Designation Gross salary

(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

Sweat Equity

4

Commission

- as % of profit

- others, specify

5 Others, please specify

Total

*Company has not appointed Company Secretary during the period under review. Furthe

paid to Managing Director and Whole Time Director is disclosed above

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section

of the Companies Act

Brief Description

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

- -

- -

- -

6.00 4.80

- -

Particulars of Remuneration Name of Directors

Yashpal Sharma Pankaj Gupta - -

- -

- -

- -

Shailesh Gupta Megha Aggarwal

- -

- -

- -

- -

- -

Total Managerial Remuneration - -

100000.00 100000.00


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

Name of Key Managerial Personnel

CEO CFO CS

- - -

- - -

- - -

- - -

- - -

- - -

Company has not appointed Company Secretary during the period under review. Further the remuneration

paid to Managing Director and Whole Time Director is disclosed above.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF

DescriptioDetails of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

-

-

-

-

10.80

42.00

Total Amount

(Rs/Lac)

-

-

-

-

-

-

-

-

-

-

-

100000.00


Total Amount

(Rs/Lac)

-

-

-

-

-

-

-

-

-

r the remuneration

Appeal made, if any (give Details)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT INDUSTRY STRUCTURE AND DEVELOPMENTS The packaging industry in India is expected to reach $ 73 billion in 2020 from $ 32 billion in FY 15, according to a report prepared by FICCI and Tata Strategic Management Group (TSMG) on plastic industry titled ‘Plastic packaging: The sustainable choice’. In the

coming years, Indian packaging industry is anticipated to register 18 percent annual growth rate, with the flexible packaging and rigid packaging expected to grow annually at 25 percent and 15 percent, respectively.

The Indian packaging industry constitutes about 4 percent of the global packaging industry. The per capita packaging consumption in India is quite low at 4.3 kgs, compared to countries like Germany and Taiwan where it is 42 kgs and 19 kgs

respectively. However, organized retail and boom in e-commerce, which offer huge potential for future growth of retailing, is giving a boost to the packaging sector. Today, plastics are the material of choice in packaging for the sectors such as FMCG,

food and beverages, pharmaceuticals etc. Globally, plastics comprise of 42 percent of packaging with the combination of rigid and flexible plastics in packaging. Plastics are used heavily for packaging due to innovative visual appeal for customer attraction and

convenience. Additionally, they improve the hygiene quotient and shelf-life of the products especially in food and beverages segment. OPPORTUNITIES & THREATS OPPORTUNITIES Flexible packaging market has been driving the packaging industry to new heights.

Development across consumer and industrial market that uses flexible films, improvements in manufacturing practices, and continued technological innovations, the packaging market has been able to grow and evolve thereby shaping the packaging

trends. As a result of the various beneficial features that come with it, right from ease of

handling, storage and convenience to being economic in terms of cost savings, flexible packaging has certainly paved a strong position for itself, and is seen as a key segment driving growth of the overall packaging industry world over. THREATS: Flexible packaging markets tend to by highly competitive at both the national and regional levels, often with narrow margin. The global flexible packaging industry

continues to be highly fragmented although a small but growing number of multinational converters are adopting a global strategy to grow their major brand owner customers who are expanding their manufacturing footprint in emerging markets in Eastern Europe,

Asia, Africa and Latin America. There is an increasing concern among consumers for

environmentally sustainable packaging solutions that has made R&D towards light weighting of substrates rather ubiquitous. Converters are confronted with the daunting task of coming up with solutions that leave lesser waste and thus lower carbon foot print.

The narrative on sustainability now puts a much larger onus on to the packaging manufacturers to innovate and ensure reduction at source. Worldwide more and more bio-degradable products are being used and packaging films are often considered environment unfriendly. Packaging films face significant opposition

from various strata of society and are subject to severe regulatory and statutory frame although it has been proved beyond reasonable doubt that this type of packaging requires much less energy during manufacturing, transportation and disposal than its

rigid counterpart.

OUTLOOK Since the last fifteen years, Kuwer has been a leading name in the complex field of

Holographic Films/ Holographic Paper, Window metallised/ De-metallised films, coated lacquered films and allied products. At Kuwer we are constantly striving to achieve higher goals and have been adding new machinery and developing new products/ applications with the aim of meeting the ever-changing needs of the discerning

customer. With a team of dedicated qualified professionals and Total Quality

Management, we are able to deliver the right product to ensure total customer satisfaction and to maintain and keep on improving the same is company’s current vision. REVIEW OF OPERATIONS AND FUTURE PROSPECTS During the year under review, your Company has generated the profit of Rs.14.75 Lakhs from operations. Your Directors are strongly believes that in the coming financial year, your Company will maintain its profitable business and will resort for better financial

results. RISK AND CONCERN The risks faced by the Company are categorized into strategic, financial, operational and compliance risks. In view of the changing business environment, the Company has Risk Management Policy to protect the abovementioned risk. Some of the risks that may arise in normal course of business and impact its ability for future developments inter alia

include credit risk, liquidity risk, market risk etc. Risk is an integral part of business. Risk can be broadly categorized into two broad

categories: one Risk Associated at the Transactional Level and the other Risk Associated

at the Decision Making Level. Risk Associated at operational level can arise out of operations, financial dealings and / or compliances of legal system. The Company has appropriate control mechanism and operating effectiveness of Internal Financial Controls

& Legal Compliance System Your Company has established a framework and process to monitor the exposures to implement appropriate measures in a timely and effective manner.

INTERNAL CONTROLS AND THEIR ADEQUACY The Company has a proper and adequate system of internal controls to ensure that all

assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all transactions are authorised, recorded and reported correctly and adequately. The Company’s internal controls are supplemented by an extensive

programme of internal audits, review by management and documented policies, guidelines and procedures. The internal control is designed to ensure that financial & other records are reliable for preparing financial information and for maintaining accountability of assets. All financial and audit control systems are also reviewed by the

Audit Committee of the Board of Directors of the company on periodical basis. HUMAN RESOURCES Your Company firmly believes that a motivated and empowered employee is the key to

competitive advantage. At present your company has adequate human resources which is commensurate with the current volume of Business activity and is reviewed by the management periodically and the company would induct competent personnel on

increase/ expansion of the Business activity. Your Company’s employee value proposition is based on a strong focus on employee development, an exciting work culture, performance and empowerment. Processes such as performance improvement, talent

management and competency management are platforms for individual development.

Auditors’ Report

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS KUWER INDUSTRIES LIMITED

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Kuwer Industries Limited (CIN:L74899DL1993PLC056627),which comprise the balance sheet as at 31 March 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other

explanatory information. Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial

position, financial performance and cash flows of the Company in accordance with the

accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate

internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting

and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform

the audit to obtain reasonable assurance about whether the financial statements are free

from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and

the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,

the auditor considers internal financial control relevant to the company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the

accounting estimates made by the Company’s Directors, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion In our opinion and to the best of our information and according to the explanations given to

us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best

of our knowledge and belief were necessary for the purposes of our audit.

b) in our opinion proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books;

c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the

Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the directors as on 31

March 2016 taken on record by the Board of Directors, none of the directors is

disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

f) with respect to the adequacy of the internal financial controls over financial reporting

of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

g) with respect to the other matters to be included in the Auditor’s Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its

financial position.

ii. The Company did not have any long-term contracts including derivative contracts for

which there were any material foreseeable losses.

iii. The company has not transferred the amount of “Equity Share Capital Refund

Account” lying in books of accounts for more than seven years into Investor Education Protection Fund.

FOR PVSP & Co.

Chartered Accountant

(FRN No. 008940N) Place: New Delhi CA Vinod Ralhan

Date: 28-05-2016 Partner M. No. 091503

Annexure to the Auditors’ Report Annexure - A to the Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31 March 2016, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets

(b) The Company has a regular programme of physical verification of its fixed assets

by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard

to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, the title deeds of immovable

properties are held in the name of the Company.

(ii) As per the information and explanations given to us, the inventories have been physically

verified by the management at reasonable intervals during the year. In our opinion, discrepancies noticed on physical verification of inventory were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) The Company has not granted any loan to bodies corporate, firm or other parties covered

in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under

section 148(1) of the Act, for any of the activities carried by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, amounts deducted/ accrued in the books of

account in respect of undisputed statutory dues including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the

appropriate authorities except Tax Collected at Source and Service Tax Qualifying Remarks:

a) Company has defaulted in collecting and depositing “tax collected at source” i.e TCS as per Section 206C, on the Sale of Scrap made during the year

b) Company has also defaulted in depositing ‘Service Tax under Reverse charge

Mechanism’ on the Goods Transport Agency services

As explained to us, the Company did not have any dues on account of employees’ state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of

customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of

duty of customs which have not been deposited with the appropriate authorities on account of any dispute.

(viii) The Company has not defaulted in repayment of any loans or borrowings from banks, during

the year.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company

or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on our examination of

the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with

Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company

is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with

sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of

India Act 1934.

FOR PVSP & Co. Chartered Accountant FRN No. 008940N

Place: New Delhi CA Vinod Ralhan Date: 28-05-2016 Partner

M No. 091503

Annexure - B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

We have audited the internal financial controls over financial reporting of Kuwer Industries

Limited as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the

Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating

effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance

Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note

require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our

audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s

judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are

subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial

controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For PVSP & Co. Chartered Accountants FRN No. 008940N CA Vinod Ralhan M.No.091503 Date : 28.05.2016 Place: New Delhi

Kuwer Industries Limited CIN: L74899DL1993PLC056627

Balance Sheet as at March 31, 2016

(Rs.) Particulars Note As at March

31, 2016 As at March

31, 2015 I EQUITY AND LIABILITIES (1) Shareholder's Funds

(a) Share Capital 3 90,760,720 90,760,720

(b) Reserves And Surplus 4 79,129,007 77,654,366

169,889,727 168,415,086 (2) Share Application Money Pending allotment - -

(3) Non-Current Liabilities

(a) Long Term Borrowings 5 1,571,384 1,073,006

(b) Deferred Tax Liabilities (Net) 6 14,216,634 14,177,837

(c) Long-Term Provisions 7 1,648,416 1,557,454

17,436,434 16,808,297 (4) Current Liabilities (a) Short Term Borrowings 8 37,781,290 26,973,470

(b) Trade Payables 9 19,963,822 16,126,432 (c) Other Current Liabilities 10 6,044,606 6,670,593

(d) Short Term Provisions 11 869,094 1,218,599

64,658,812 50,989,094

TOTAL 251,984,973 236,212,477 II ASSETS

(1) Non-Current Assets (a) Fixed Assets Tangible Assets 12 65,608,811 59,732,056 Capital work-in-progress - -

(b) Non-current investment - - (c) Deferred tax assets (Net) - - (d) Lomg term loans and advances 13 14,450,272 13,864,349 (e) Other non-current assets - -

(2) Current Assets (a) Current Investments - - (b) Inventories 14 62,455,722 66,993,416

(c) Trade recivables 15 80,794,970 58,844,102 (d) Cash and cash equivalents 16 1,797,403 3,202,127

(e) Short-term loans and advances 17 26,787,228 33,355,898

(f) Other current assets 18 90,566 220,530

171,925,889 162,616,072 TOTAL 251,984,973 236,212,477

Summary of significant accounting policies 2

The accompanying notes are the integral part of these financial statements

For and on behalf of the Board of Directors of In terms of our report of even date attached

Kuwer Industries Ltd. For PVSP & Co. CHARTERED ACCOUNTANTS

Tarun Aggarwal J.B Aggarwal (Director) (Director) Vinod Ralhan

(Partner)

Place: New Delhi M.No. 091503

Date: 28.05.2016 FRN: 008940N

Statement of Profit and Loss for the year ended 31 March, 2016

(Rs.) Particulars Note As at March

31, 2016 As at March 31, 2015

I Revenue From Operations 19 285,326,551 234,491,360

II Other Income 20 20,411,831 19,399,003

III Total Revenue (I+II) 305,738,382 253,890,363

IV Expenses: - - Cost Of Material Consumed 21 238,213,787 144,799,956

Changes In Inventories Of Finished Goods, 22 (12,874,223) 28,669,269 Work-In-Progress And Stock -In-Trade Employee Benefits Expenses 23 8,115,958 5,833,999

Finance Costs 24 5,064,173 7,049,427 Depreciation And Amortization Expense 25 9,283,723 8,720,840 Other Expenses 26 55,631,369 57,033,592

Total Expenses 303,434,787 252,107,084

V Profit Before Exceptional And 2,303,595 1,783,279

Extraordinary Items And Tax (III-IV) VI Exceptional Items - -

VII. Profit Before 2,303,595 1,783,279

Extraordinary Items And Tax (V-VI)

VIII Extraordinary Items 78,937 -

IX Profit Before Tax (VII-VIII) 2,382,532 1,783,279 X Tax Expense Current Tax 869,094 1,218,599 Earliar Years Tax - -

Deferred Tax 38,797 (554,792)

XI. Profit(Loss) For The Period From 1,474,641 1,119,472

Continuing Operations (VII-VIII)

XII. Profit(Loss) From Discontinuing Operations - -

XIII. Tax Expense Of Discontinuing Operations - - XIV. Profit(Loss) From Discontinuing Operations - -

(after tax) (XII-XIII)

XV. Profit (Loss) For The Period (XI+XIV) 1,474,641 1,119,472

XVI. Earning per equity share: Basic 0.17 0.12 Diluted 0.17 0.12

Summary of significant accounting policies 2

The accompanying notes are the integral part of these financial statements

For and on behalf of the Board of Directors of Kuwer Industries Ltd.

In terms of our report of even date attached

For PVSP & Co.

CHARTERED ACCOUNTANTS

Tarun Aggarwal J.B Aggarwal Vinod Ralhan

(Director) (Director) (Partner)

Place: New Delhi M.No. 091503

Date: 28.05.2016 FRN: 008940N

Cash Flow Statement as on 31 March, 2016 All figures are in Rupees(INR)

Particulars For the year ended March 31, 2016

For the year ended March 31, 2015

Cash Flow from Operating Activities

Net Profit after tax before extra ordinary item 2,303,595 1,783,279 Adjustment for

Depreciation 9,283,723 8,720,840 Provision for Gratuity 90,962 67,352 Taxes Paid for earlier years - - Interest Paid 4,744,965 7,049,427 Operative loss before working capital changes 16,423,245 17,620,899

Adjustment for : Increase in Trade & Other Receivable (21,950,868) 4,750,797

Decrease in Inventory 4,537,694 25,069,077

Decrease in Prepaid Expenses 129,965 (31,760) Decrease in Short term Loans & Advances 6,568,670 38,131,577

Increase in Short Term Borrowings 10,807,820 (32,935,026)

Decrease in Other Current Liabilities (625,987) (800,418)

Increase in Trade Payable & Provisions 3,837,390 (9,972,602) Cash Generated from Operation 19,727,928 41,832,542 Interest Paid (4,744,965) (7,049,427) Cash Flow Before Extraordinary Item 14,982,963 34,783,115

Extraordinary Item / Misc.Exp. - -

Cash Flow from Operating Activities Before Tax 14,982,963 34,783,115

Taxes Paid 1,218,599 1,353,635 Net Cash Flow / (used) from Operating Activities 13,764,364 33,429,480

Cash Flow from investing Activities

Less: Purchase of fixed Assets 15,291,541 13,029,801

Add: Sales of Fixed Assets 210,000 -

Net Cash from Investing Activities A (1,317,177) 20,399,679

Cash Flow from Financing Activities Proceeds from Long Term Borrowing 498,377 (19,933,333) Proceeds from Share Application Money - (87,584,000) Proceeds from Share Capital - 39,810,720 Proceeds from Security Premium - 47,773,280

Proceeds from Loans and Advances (585,923) (3,661,464) B (87,546) (23,594,797) Net increase in Cash and Cash Equivalents A+B (1,404,723) (3,195,116) Cash & Cash Equivalents as at 31 March, 2015 B 3,202,127 6,397,243

Cash & Cash Equivalents as at 31 March, 2016 A 1,797,403 3,202,127

For & On Behalf of the Board J.B. Aggarwal

(Director) DIN: 00315184

AUDITOR'S CERTIFICATE We have verify the above cash flow statement of Kuwer Industries Ltd. derived from the Audited Financial Statement the period ended 31 March, 2016 and found the same to be drawn inaccordance there with and

also with the requirement of clause 32 of the Agreement with the Stock Exchange. For PVSP & Co. CHARTERED ACCOUNTANTS Place: New Delhi Vinod Ralhan

Date: 28.05.2016 (Partner)

KUWER INDUSTRIES LTD. CIN:L74899DL1993PLC056627

NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the Year Ended March 31, 2016

1 Corporate information

Kuwer Industries Ltd. is engaged in Metalizing & Embossing of Polyster and BOPP films. The company has been incorporated in the year 1993. The company’s registered office is

in Delhi.

2 Significant accounting policies.

The accounts of the company are prepared under the historical cost convention and in

accordance with applicable accounting standards and relevant disclosure requirement of the companies Act 2013, as adopted consistently by the company.

2.1 Revenue Recognition:

Mercantile system of accountings is followed.

2.2 Foreign Currency Transaction

Transaction in Foreign Currency is recorded at the rates prevailing at the time of the transaction. (ii) Any income and expenses on account of exchange difference either on settlement or transaction is recognized in the profit or loss account except in cases where

they are adjusted to the carrying cost of such assets.

2.3 Inventory Valuation The valuation of inventory has been done as per method of valuation prescribed under

section 145A of the income Tax Act 1961.Stock of Raw material is stated at cost. Finished goods and Scrap are valued at cost or realizable value whichever is lower.

2.4 Fixed Assets & Depreciation

(i)'Fixed Assets are stated at cost, net of modvat, less accumulated depreciation. All cost including financing cost till commencement of commercial production, net charges on foreign exchange contracts and adjustment arising from exchange rate variations relating to borrowings attributable to the fixed assets are capitalized.

(ii) Depreciation on Fixed Assets is provided in accordance with the rates as specified in Part C of Schedule II of the companies Act, 2013, on straight line method (SLM) on pro rata basis

2.5 Insurance/Claims

The Company covers all the risk on the basis of cost for the fixed assets and inventories.

The premium pertaining to the year is charged against the revenue of the year. The insurance claims lodged by the company will be adjusted as and when the final amount will be received by the company from the insurance companies.

2.6 Sales

Sales are stated net of returns, sales tax and excise duty.

Notes to the financial statement for the year ended March 31, 2016

Note 3: Share Capital

Particulars 31.03.2016 31.03.2015

Number of shares

Rs. Number of shares

Rs.

Authorized Share Capital

(Equity Shares of Rs. 10 each)

15,000,000

150,000,000

15,000,000

150,000,000

Issued, Subscribed and fully paid up

(Equity Shares of Rs. 10 each)

5,095,000

50,950,000

5,095,000

50,950,000

Reconciliation of the number of shares

Particulars As at 31 March, 2016 As at 31 March, 2015

Number of shares

Rs. Number of shares

Rs.

Balance at the beginning of the year 9,076,072

90,760,720

5,095,000

50,950,000

Add: Issued/Allotted - - 3,981,072 39,810,720

Less: Forfeiture Shares - - - -

Balance at the end of the year 9,076,072 90,760,720 9,076,072 90,760,720

Details of Equity Shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder

As at 31 March, 2016 As at 31 March, 2015

Number of shares held

% holding in that class of shares

Number of shares held

% holding in that class of shares

Tarun Agrawal 1,936,826 21.34 1,936,826 21.34

Usha agrawal 977,119 10.77 977,119 10.77

Kuwer Packaging Pvt. Ltd. 1,219,300 13.43 1,219,300 13.43

Jai Bhagwan Agarwal 523,369 5.77 523,369 5.77

Note 4: Reserve & Surplus

Particulars 31.03.2016 31.03.2015

Surplus:


Add: Additions During The Year 1,474,641 1,119,472

(Balance as per statement of profit & loss)

Less: Adjusted Depreciation - 14,718,515

31,355,727 29,881,086

Add: Share Premium 47,773,280 47,773,280

Total 79,129,007 77,654,366

Note 5: Long Term Borrowings

Particulars 31.03.2016 31.03.2015

Secured Long Term Borrowings

From Banks:

HDFC Bank (NEO FLUIDIC Elantra Loan) 509,673 -

From Others :

Volkswagen Finance Pvt. Ltd. (Audi Car Loan) - 272,322

Karnataka Bank (Innova Car Loan) 221,344 530,684

Kotak Mahindra Bank (Eicher Loan) 570,367 -

1,301,384 803,006

Unsecured Long Term Borrowings:

Loans From Directors 270,000 270,000

270,000 270,000

Total 1,571,384 1,073,006

Note 6: Deferred Tax Liability/(Asset)

Particulars 31.03.2016 31.03.2015

Balance at the beginning of the year 14,177,837 14,732,629

Add: Current Year 38,797 (554,792)

Balance at the end of the year 14,216,634 14,177,837

Note 7: Long-Term Provisions

Particulars 31.03.2016 31.03.2015

Provision for Gratuity

Balance at the beginning of the year 1,557,454 1,490,102

Add: Current Year provision 90,962 67,352

Balance at the end of the year 1,648,416 1,557,454

Note 8: Short-Term Borrowings

Particulars 31.03.2016 31.03.2015

Current Maturities of Long Term Borrowings

HDFC Bank (NEO FLUIDIC Elantra Loan) 392,116 96,735

Volkswagen Finance Pvt. Ltd. (Audi Car Loan) 272,322 437,908

Kotak Mahindra Bank (Eicher Loan) 269,065 -

Karnataka Bank (Innova Car Loan) 309,340 280,020

Secured Loan from Banks

State Bank Of Bikaner And Jaipur

Working Capital Loan 36,326,044 26,158,807

37,568,887 26,973,470

Bank Overdraft

SBBJ-482 212,403 -

Total 37,781,290 26,973,470

Note 9: Trade Payables

Particulars 31.03.2016 31.03.2015

Sundry Creditors 19,431,668 12,329,291

Advances from Customers 532,154 3,797,141

Total 19,963,822 16,126,432

Note 10: Other Current Liabilities

Particulars 31.03.2016 31.03.2015

Statutory Liabilities

Sales Tax Payable Earlier Years 693,765

TDS Payable 53,908 39,054

Provident Fund Payable 96,813 -

ESIC Payable 22,534 66,231

Excise & Service Tax Payable - 200,699

Entry Tax Payable 3,391

Other Liabilities

Income Tax Liability (Preceding Years) 2,862,157 2,819,127

Equity Share Capital Refund A/C 18,900 18,900

Other Payables 2,293,137 1,832,359

Total 6,044,606 6,670,593

Note 11: Short-Term Provisions

Particulars 31.03.2016 31.03.2015

Provision For Tax 869,094 1,218,599

Total 869,094 1,218,599

Note 12: Fixed Assets

Tangible

assets

Gross Block Depreciation Net Block

Balance as

at

01 April,

2015

Additions Disposal Balance as

at

31 March,

2016

Balance as at

01 April,

2015

Depreciati

on for the

year

Adjustmen

t during

the year

Balance as

at

31 March,

2016

As on 31

March, 2016

As on 31

March,

2015

Land

1,210,654

-

- 1,210,654 -

-

-

-

1,210,654

1,210,654

Buildings

9,918,337

-

- 9,918,337 4,249,925

287,778

-

4,537,703

5,380,634

5,668,412

Plant and

Equipments 167,855,129

12,442,340

- 180,297,469 121,038,442

7,766,396

-

128,804,838

51,492,631

46,816,687

Furniture

and Fixtures

308,522

- 308,522 308,522

-

-

308,522

-

-

Vehicles

13,193,473

2,703,672

2,621,265 13,275,880 7,624,846

1,122,024

2,490,202

6,256,668

7,019,212

5,568,627

Office

equipments

3,106,013

128,923

- 3,234,936 2,706,915

69,947

-

2,776,862

458,074

399,098

244707

16,606

- 261,313 176,129

37,578

-

213,707

47,606

68,578

195,836,835

15,291,541

2,621,265

208,507,111

136,104,779

9,283,723

2,490,202

142,898,300

65,608,811

59,732,05

5

Previous Year 182,807,034

13,029,801

- 195,836,835 112,665,424

8,720,840

14,718,515

136,104,779

59,732,055

70,141,613

Note 13: Long Term Loans and Advances

Particulars 31.03.2016 31.03.2015

Security Deposits

(unsecured considered good unless

otherwise stated)

Security Deposits

For Electricity 752,000 752,000

For Telephone 57,340 57,340

Security Deposit Others 146,691 146,691

Deposit with Authorities

Excise Duty Deposit 5,914,892 5,409,892

Deposit With Commercial Tax Deptt. - 123,120

CST Demand (2006-07) - 283,023

Sales Tax Demand (2008-09) 172,606 172,606

Sales Tax Demand 3,713,464 3,661,464

Local Sales Tax Demand (06-07) - 159,449

Sales Tax Demand (Against F.Y 2010-11) 1,152,996 1,152,996

Deposits Others

Tender Money 103,000 145,000

Advance Rent 100,000 100,000

Paschmanchal Viduyat Vitaran - 134,844

Security To APL India P. Ltd. 10,432 10,432

Security Deposit with IGL 771,359 -

12,894,781 12,308,857

Unsecured

Elite Appliances Ltd. 1,555,492 1,555,492

Total 14,450,272 13,864,349

Note 14: Inventories:

Particulars 31.03.2016 31.03.2015

(As Taken, Valued & Certified By The Management)

Raw Material 11,048,578 13,986,374

Work In Progress 39,090,578 28,793,112

Finished Goods 6,196,980 3,532,058

Stores, Spares & Loose Tools 6,107,352 20,581,474

Scrap 12,235 100,399

Total 62,455,722 66,993,417

Note 15: Trade Receivables:

Particulars 31.03.2016 31.03.2015

(Unsecured considered good unless

otherwise stated)

Debts outstanding for a period exceeding six 19,741,931 34,707,635

months from the date they are due for payment

Other Debts 61,053,039 24,136,467

Total 80,794,970 58,844,102

Note 16: Cash & Cash Equivalents

Particulars 31.03.2016 31.03.2015

Balance With Banks

In Fixed Deposits

#Earmarked Balances With Banks 587,411 587,411

#Held as margin money against borrowings, 62,937 62,937

and other commitments.

#Share Application Money Refund A/c 23,264 23,264

#Against Bank Guarantee 100,000 -

In Current Accounts:

HDFC Bank 10,160 696,245

Karnataka Bank 159,166 1,417,745

SBBJ - 39,556

942,938 2,827,158

Cash In Hand 854,465 280,968

Cash With Excise Department 94,000

854,465 374,968

Total 1,797,403 3,202,127

Note 17: Short Term Loans & Advances:

Particulars 31.03.2016 31.03.2015

(Unsecured considered good unless

otherwise stated)

Advances recoverable in cash or in kind

( for the value to te received)

Advance To Suppliers 8,345,078 15,793,979

Deposit In Excise Department 42,000 500,000

Sales Tax - 34,889

TDS Recivable 743,404 767,778

Input VAT on Capital Goods 299,554

Input VAT 835,503

-

Excise Duty (Input Credit) 624,357

Interest Receivable 224,381 133,707

Advances against purchase of property 12,938,829 12,938,829

Jaideep Ispat & Alloys - 52,594

Capital Securities (P) Ltd 2,500,000 2,500,000

Developed Technologies 234,122 234,122

Total 26,787,228 33,355,898

Note 18: Other Current Assets:

Particulars 31.03.2016 31.03.2015

Prepaid Expenses 90,566 220,530

Total 90,566

220,530

Note 19: Revenue from operations Particulars 31.03.2016 31.03.2015

Sale Of Products 320,769,423 262,735,077

Other Operating Revenues 311,609 336,802

321,081,032 263,071,879

Less: Excise Duty 35,754,481 28,580,519

Total 285,326,551 234,491,360 Note 20: Other Income Particulars 31.03.2016 31.03.2015

Other Income Interest Income 90,674 556,916

Processing Charge Received 19,986,132 17,238,188

Art Work, Designing & Development - 65,500

Other Non-Operating Income 335,025 1,538,399

Total 20,411,831 19,399,003 Note 21: Cost of Material Consumed Particulars 31.03.2016 31.03.2015

Opening Stock 13,986,374 11,338,542 Add: Purchases during the year 235,275,991 147,447,788 Less: Inventory at the year end 11,048,578 13,986,374

Total 238,213,787 144,799,956 Note 22: Change in Inventories Particulars 31.03.2016 31.03.2015

At The Beginning Of The Accounting Period 3,532,058 7,060,997 At The End Of The Accounting Period 6,196,980 3,532,058

(2,664,922) 3,528,939

Work-In-Progress


At The End Of The Accounting Period 39,090,578 28,793,112 (10,297,466) 25,138,502

Scrap

At The Beginning Of The Accounting Period 100,399 102,226

At The End Of The Accounting Period 12,235 100,399 88,165 1,827

Total (12,874,223) 28,669,268

Note 23: Employee Benefit Expense

Particulars 31.03.2016 31.03.2015

Factory Salary And Wages 3,577,877 2,264,400 Office Staff Salary 2,137,431 1,650,356

Director's Remuneration 1,080,000 1,080,000 Contribution To Provident And Other Funds -

Contribution To Provident Fund 490,933 349,552 Contribution To ESIC 201,395 141,239

Workers And Staff Welfare 203,548 53,620 Bonus 333,812 227,480 Gratutiy 90,962 67,352

Total 8,115,958 5,833,999 Note 24: Finance Cost Particulars 31.03.2016 31.03.2015

Interest Expense

Interest To Bank 4,517,870 4,976,319 Interest On Term Loan (Others) - 527,134 Interest To Bank On Vehicle Loan 227,095 147,981 Bank & Other Processing Charges 319,208 1,397,994

5,064,173 7,049,427 Note 25: Depreciation and Amortization Expense Particulars 31.03.2016 31.03.2015

Depreciation 9,283,723 8,720,840

Preliminary & Preoperative Exp Written Off 9,283,723 8,720,840 Note 26: Other Expenses Particulars 31.03.2016 31.03.2015

Manufacturing Expense : Consumption Of Stores And Spare Parts

Opening Stock 20,581,474 19,629,114 Add:Purchases 416,211 30,125,389

Total 20,997,685 49,754,503 Less:Closing Stock 6,107,352 20,581,474

14,890,333 29,173,029

Other Manufacturing Expenses Freight Inward 359,757 267,080

Power & Fuel 28,159,008 19,240,165 Pollution Exp. - 47,815 Repair To Machinery 3,720,508 1,840,748 Art Work & Designing Charges - 97,114

32,239,273 21,492,922

Administrative Expense: Advertisement Expenses 67,781 257,292 Travelling And Conveyance 67,307 44,460 Printing And Stationery 84,111 52,555

Freight And Forwarding 11,508 35,500 Sales Commission 909,000 666,672 Donation 1,100 158,350

Packing Expense 18,047 20,300

Rebate And Discount 21,095 19,188 Legal And Professional 622,391 591,402 Audit Fees 90,000 90,000

Office expenses 288,457

Rent 600,000 1,086,525

Repair To Buildings 3,365 297,326

Repair & Maintenance (General) 613,372 447,215 Insurance Expences 755,958 256,996 Postage & Stamp/Courier Charges 17,032 132,908

Telephone Expenses 225,039 226,371 Vehcle Running & Maintainance 194,093 185,324 Watch & Ward Exp 596,107 384,649 Membership & Subciption 214,718 336,762

Custom duty Paid 23,375 Administration Exp On PF 36,280 30,914 SBC (Swachh Bharat Cess) Paid 500 -

Entry Tax Paid for FY 12-13 81,684 - Entry Tax Paid 370,611 Interest Paid On Statutory Dues 227,410 155,134 Penalty on Sales Tax Demand 353,283 -

Lease Rent Paid 1,100,625 - Balances Written Off 109,569 - Miscellaneous Expenses 797,945 891,798 Total 8,501,763 6,367,641

Grand Total 55,631,369 57,033,592

NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the Year Ended March 31, 2016

27) Previous year figures :

The previous year’s figures have been reworked, regrouped, rearranged and reclassified

wherever considered necessary to make their classification comparable with that of the current year.

28) Secured Loans:

i) Working Capital loan from State Bank of Bikaner and Jaipur is secured against all current & fixed assets.

ii) The Vehicle loans are secured by way of hypothecation of vehicles.

29) Provision of Income Tax:

Provision of Rs. 8,69,094 on account of Income Tax has been made for the year.

30) Related Party Disclosures as prescribed by Accounting Standard 18 of issued by the Institute of Chartered Accountant of India. Detail are as under

Name Nature of relationship Nature of transaction Amount (Rs.)

Ellora Mechanical Products Pvt Ltd.

Under the Control of same Management

Payment of Rent 6,00,000

J.B. Aggarwal Director Payment of Remuneration 6,00,000

Tarun Aggarwal Director Payment of Remuneration 4,80,000

31) In the opinion of the Board the Current Assets, loans & Advances have a value on realization in the ordinary course of business at least equal to the amount at which they have been stated in the balance sheet.

32) Auditors Remuneration

Auditor’s Remuneration Year Ended

March 31, 2016

Year Ended

March 31, 2016

Statutory Audit Fee 72,000 72,000

For Tax Audit Fees & Other Services 18,000 18,000

Out of Pocket Expenses NIL NIL

Total 90,000 90,000

33) Balances in accounts whether in debtors, creditors, and loans & advances are subject to verification and confirmations.

34) Contingent Liabilities: (a) The company bankers has issued bank guarantee of Rs. 5.88 lacs for EPCG license

margin held by the bank Rs 5.88 lacs. During the year company has issued Bank guarantee of Rs. 1 lac in favour of UP Pollution Control Board against the Fixed Deposit

of Rs. 1 lac with bank.

(b) Demand raised by Excise department and disputed by the company:

Details are as under: Demands of Rs. 114 lacs for the year 2007-08 and Rs. 111 lacs for the year 2011-12 have been raised by the excise department and the same are pending as on the year end. However the amount of Rs.40 lacs has been deposited by the company to Excise

department for getting stay and also furnished security of company’s machinery worth Rs 111 lacs.

(c) Demand raised by Income Tax Authorities and disputed by the company:

Details are as under: Demand of Rs. 43,71,630 has been raised by the Income Tax Authorities for the AY 2011-12 and the same is pending as on the year end. However the company has filled

the appeal with The Commissioner of Income Tax (Appeals) and is pending as on the date of balance sheet.

(d) Demand raised by Commercial Tax Authorities, Uttar Pradesh:

During the Financial Year 2015-16 Commercial Tax Authorities, Uttar Pradesh assessed demand for FY 2008-09 to FY 2012-13 under VAT, Central Sales Tax and Entry Tax. In some cases assessed tax by authorities is higher than the tax accepted by the

company, against which company has filed the appeal in the court of Ad. Commissioner (Appeals) Commercial Tax, Noida Details of them are follows

Year Act under which appeal relates

Amount of Disputed Tax As Per

Appeal Filed (Rs.)

2008-09 Value Added Tax 3,45,058

2008-09 Central Sales Tax 2,28,096

2009-10 Central Sales Tax 72,027

2010-11 Value Added Tax 16,48,923



2011-12 Entry Tax 8,77,990


35) Provision for Gratuity :

Provisions of Rs.90,962 has been made on account of Gratuity for the year.

36) A. Information in respect of capacity and class goods

Class of goods : Metallized Polyster & BOPP Films Metallized Embossed Polyester & BOPP B. Information in respect of Production, Sales, Stock,

Item Production Sales/Consumption Opening Stock Closing Stock

Qty Value Qty Value

Metallised / Embossed 18,34,614.80 19,01,613.30 92,764.98 20,52,966 25,766.52 45,19,663.10

Plastic Film (In Kg)

Met Paper (In Kg) 2,76,137.51 2,72,245.04 9,181.2 11,01,744 13,073.67 13,07,367.00

Holograme Sticker 32,231.00 28,099.00 12,610 25,472 16,742.00 33,818.84

(In Sheet)

Holographic Tap 6,29,619.99 6,86,350.00 62,053.01 19,848.9 5,323.00 58,446.54

(In Meter)

Coated Polyester Film 742.00 - 1,028 1,52,144 1,770.00 2,62,951.20

(In Kg)

Hologram (In No.) 45,51,383.00 49,90,330.00 5,12,612 1,78,619 73,665.00 14,733.00

Scrap (In Kg) 72,119.40 73,149.00 2,858.5 1,00,399 1,045.90 12,234.50

C. Information in respect of Raw Material Consumed.

For KUWER INDUSTRIES LTD. As per our Report of even date attached

For and on behalf of PVSP & Co. Chartered Accountants

TARUN AGGARWAL J.B.AGGARWAL VINOD RALHAN (DIRECTOR) (DIRECTOR) (PARTNER)

M.No:091503

FRN: 08940N Date: 28.05.2016 Place: New Delhi

Particulars For the year ended 31 March, 2016

For the year ended 31 March, 2015

Qty. (Kg.) Value (Rs.) Qty. (Kg.) Value (Rs.)

Polyester Film & BOPP Film 3,06,513.58

3,00,38,330.84

10,57,022.00 13,10,70,740.00

Paper 15,22,947.72

20,51,86,746.32

1,26,191.90 1,16,09,654.80

Aluminum Wire 17,006.00

29,88,709.85

12,035.00 21,19,561.17

FORM NO. MGT-11

PROXY FORM


Regd. Office: D-1004, Ist Floor, New Friends Colony, New Delhi-110065

Tel: 0120-2580 088, Email: [email protected] Website: www.kuwer.com

CIN: L74899DL1993PLC056627

I/We________________________________________________R/o____________________________________________________________________________________Being a Member/ Members of Kuwer Industries Limited, hereby appoint Mr. / Mrs. ___________________________________________________________________________ R/O___________________________________________________________________Failing him /her Mr./Mrs.__________________________________________________R/o____________________________________________________________________________________________________________

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 23rd Annual General Meeting of the members of the Company, to be held on Friday, 30.09.2016 at 10:00 A.M at 339, Kishan Garh, Vasant Kunj New Delhi-110070and at any adjournment thereof in respect of such resolutions as attached / appended below.

Signed on this _____ Day of ______, 2016

Signature Address Folio No. Affix Revenue Stamp No. of Equity Shares held of 1/- Rupee Notes:

1. Any Member entitled to attend and vote at the Meeting is entitled to attend and either vote in person or by Proxy and the proxy need not be a Member.

2. Proxy form duly signed across Revenue Stamp of Re. 1.00 should reach the Company’s Registered Office not less than 48 hours before the time for holding the aforesaid meeting. The Proxy need not be a Member of the Company.

S. No. RESOLUTIONS Optional* FOR AGAINST

Ordinary Business 1. To receive, consider & adopt the Audited Balance Sheet as on

31.03.2016 and Profit & Loss for the year ended 31.03.2016 along with the Reports of Auditors & Directors, annexures & enclosures, thereon

2. To re-appoint Mr. J.B. Agarwal as the director who retires by rotation and being eligible offers himself for Re-appointment.

3. To ratify the appoint M/s. PVSP & Co., Chartered Accountants, FRN – 08940N as the Statutory Auditors of the Company.

SPECIAL BUSINESS 4. To approve Alteration In Articles of Association of Company

Signed this....................... day of ............................... 2016 Signature of Shareholder.................................................. Address :

Folio No. :

No. of Equity Shares held : Notes: 1. This form of proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company, not less than 48 hours before the commencement of the meeting.

2. For the Resolutions, Explanatory Statements and Notes, please refer to the Notice of 21ST Annual General Meeting.

3. *It is optional to put ‘√’ in the appropriate column against the Resolutions indicated in the Box. If you leave the “FOR” or “AGAINST” columns BLANK in all or any of resolutions, your Proxy will be entitled to vote in the manner as he / she thinks appropriate.

4. Please complete all details including details of member(s) in the above box before submission.

Affix

Revenue

Stamp of not

less that Rs.

0.15

ATTENDENCE SLIP


Regd. Office: D-1004, Ist Floor, New Friends Colony, New Delhi-110065

Tel: 0120-2580 088, Email: [email protected] Website: www.kuwer.com

CIN: L74899DL1993PLC056627

23rd ANNUAL GENERAL MEETING

Friday, 30th September, 2016, at 10.00 A.M.

Members are requested to bring copy of Annual Report along with them to the Annual General

Meeting. Please complete this Attendance Slip and hand-over at the Entrance of Hall. Only

Members or their Proxies are entitled to be present at the Meeting.

Name of the Shareholder :

Ledger Folio No. :

Address :

No. of Shares held :

Name of the Proxy :

I/ We hereby record my/ our presence at the Annual general Meeting of the Company held on

Friday, 30th September, 2016.

Dated: Member’s / Proxy’s Signature Place:

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Documents

KUWER INDUSTRIES LIMITED - Bombay Stock … OF BOARD OF DIRECTORS AUDIT COMMITTEE Mr. Pankaj Gupta Independent Director Chairman & Member Mr. Tarun Aggarwal Whole Time Director Member