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SPECIAL BUSINESSES
4. To consider and if thought fit, to pass with or without modification(s), the following resolution
as an Ordinary Resolution:-
“RESOLVED THAT pursuant to the provisions of Sections 160, 161 and all other applicable
provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the
time being in force), Mr. R. Sureshkumar (DIN: 07268173), who was appointed as an Additional
Director with effect from 8th
September, 2015, pursuant to the provisions of Section 161(1) of
the Companies Act, 2013 and the Articles of Association of the Company and who holds office
up to the date of this Annual General Meeting and in respect of whom the Company has received
a notice in writing under Section 160 of the Companies Act, 2013 proposing his candidature for
the office of Director, be and is hereby appointed as a Director of the Company liable to retire by
rotation.”
5. To consider and if thought fit to pass with or without modification the following resolution as an
Ordinary Resolution:-
“RESOLVED THAT pursuant to the provisions of Section 196 and 203 of the Companies Act,
2013, read with schedule V and other applicable provisions of the Companies Act, 2013, Mr. R.
Sureshkumar, be and is hereby appointed as Manager of the Company, with or without such
designation, with substantial powers of management under the overall supervision and control of
the Board of Directors of the Company, for a period of three years, with immediate effect on a
no-remuneration basis, however, Mr. R. Sureshkumar will be entitled to reimbursement of all out
of pocket expenses incurred by him in connection with his official duties.
RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company
be and are hereby severally authorised to do all such acts, things, deeds and matters as in its
absolute discretion it may consider necessary, expedient or desirable and to settle any question
there to, in order to give effect to the foregoing resolution or otherwise considered by the Board
to be in the best interests of the company.”
By order of the Board
For Apollo Fiege Integrated Logistics Pvt. Ltd.
Sd/-
PLACE : Gurgaon P.S.S. Prasad
DATE : 28th
September, 2015 (Director)
DIN: 00024426
Address: Unit No. 10001,
Block B4, World Spa,
Sector – 40, Gurgaon,
Haryana – 122001
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A
PROXY TO ATTEND AND VOTE ON POLL INSTEAD OF HIMSELF AND THE
PROXY NEED NOT BE A MEMBER OF THE COMPANY. The enclosed proxy form,
if intended to be used, should reach the Registered Office of the Company duly completed
before the scheduled time of the meeting.
A person can act as 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:
Provided that 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 proxy for any other person or shareholder.
2. Members/Proxies are requested to deposit the enclosed attendance slip duly filled in and
signed for attending the meeting.
3. The relative Explanatory Statements pursuant to Section 102 of the Companies Act, 2013 in
respect of the Special Businesses set out above are annexed hereto.
4. The necessary disclosures pursuant to the Secretarial Standards on General Meeting (SS - 2)
in respect of Mr. Jan Hugo Josef Fiege (DIN: 06494783), who retires by rotation and being
eligible, offers himself for re – appointment are given as Annexure I to this notice.
5. The route map for the AGM venue is given as Annexure II to this notice.
EXPLANATORY STATEMENTS PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013
Item No. 4 & 5
The members may note that Mr. Ajay Milhotra has resigned as Director and Manager (Whole-
Time Key Managerial Personnel) of the Company w.e.f. 8th
September, 2015 and in terms of
Section 203 (4) of the Companies Act, 2013, if the office of any Whole-Time Key Managerial
Personnel is vacated, the resulting vacancy is to be filled-up within a period of six months from
the date of such vacancy.
In view of the above, the Board in its meeting held on 8th
September, 2015, has approved the
appointment of Mr. R. Sureshkumar as Additional Director and Manager of the Company and
designate Mr. R. Sureshkumar, as Whole-Time Key Managerial Personnel in terms of section
203 (4) of the Companies Act, 2013, on no remuneration basis, in place of Mr. Ajay Milhotra.
The members may also note that Mr. R. Sureshkumar aged about 42 years is a Qualified
Chartered Accountant and Company Secretary having 17 years of experience in varied industries
and expertise in the areas of Accounts, Finance and Taxation. The Board may also note that Mr.
R. Sureshkumar is working as Senior Vice President, Finance & Accounts of Apollo
Logisolutions Limited, the holding Company with effect from 14th
July, 2015.
The members may note that pursuant to the provisions of Section 161 of the Companies Act,
2013, Mr. R. Sureshkumar being Additional Director will hold office upto the date of this
Annual General Meeting. Further, a notice u/s 160 of the Companies Act, 2013 has been
received along with requisite deposit proposing candidature of Mr. R. Sureshkumar as a Director
of the Company. The necessary disclosures pursuant to the Secretarial Standards on General
Meeting (SS - 2) are given below:-
S.
No.
Particulars Details
1 Name Mr. R. Sureshkumar
2 Age 42
3 Qualifications B.Com, ACA, ACS
4 Experience 17 years
5 Terms and conditions of appointment or re-
appointment:-
i. As Director;
ii. As Manager
i. Liable to retire by rotation
ii. Appointment as Manager for a
period of three years with
effect from 8th
September,
2015 on no remuneration basis.
6 Details of remuneration sought to be paid None
7 Remuneration last drawn by such person N.A.
8 Date of First appointment on the Board 8th
September, 2015
9 Shareholding with the Company Nil
10 Relationship with other Directors, Manager
and Key Managerial Personnel of the
Company
None, except that Mr. R. Sureshkumar
himself is Director and Manager.
11 Number of the Board Meeting attended during
the year
N.A.
12 Other Directorships, Membership/
Chairmanship of Committees of the other
Boards
Director of Kailash Shipping Services
Pvt. Ltd
The relevant documents, if any, referred to in resolutions at item no. 4 & 5 and this explanatory
statement are available for inspection by the Members at the Registered Office of the Company
and copies thereof shall also be made available for inspection at the Corporate office of the
Company upto the date of Annual General Meeting and also at the meeting.
Save and except Mr. R. Sureshkumar himself in his capacity of Director and Manager of the
Company, none of the other Directors / Key Managerial Personnel of the Company / their
relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set
out at item No. 4 & 5 of the Notice.
Accordingly, your directors recommend resolutions set out at item no. 4 & 5 for your approval
by way of Ordinary Resolutions.
By order of the Board
For Apollo Fiege Integrated Logistics Pvt. Ltd.
Sd/-
PLACE : Gurgaon P.S.S. Prasad
DATE : 28th
September, 2015 (Director)
DIN: 00024426
Address: Unit No. 10001,
Block B4, World Spa,
Sector – 40, Gurgaon, Haryana – 122001
Annexure – I
The necessary disclosures pursuant to the Secretarial Standards on General Meeting (SS - 2),
with respect to item no. 2 are given below:-
S.
No.
Particulars Details
1 Name Mr. Jan Hugo Josef Fiege
2 Age 34 Years
3 Qualifications Diploma in Business Administration
from European Business School,
Oestrich - Winkel, Germany
4 Experience 8 years
5 Terms and conditions of appointment or re-
appointment
Liable to retire by rotation
6 Details of remuneration sought to be paid None
7 Remuneration last drawn by such person N.A.
8 Date of First appointment on the Board 11th
February, 2013
9 Shareholding with the Company Nil
10 Relationship with other Directors, Manager and
Key Managerial Personnel of the Company
None.
11 Number of the Board Meeting attended during
the year
5
12 Other Directorships, Membership/ Chairmanship
of Committees of the other Boards
None
Annexure - II
Route map of Annual General Meeting Venue: Office No. 303, Third Floor, DLF Courtyard,
Saket, New Delhi – 110017:-
ATTENDANCE SLIP
(THIRD ANNUAL GENERAL MEETING HELD ON 29TH
SEPTEMBER, 2015)
(Please fill in the Attendance Slip and hand it over at the entrance of the meeting hall)
I/ we hereby record my presence in the Third Annual General Meeting of Apollo Fiege
Integrated Logistics Private Limited
Date: 29.09.2015 Time : 10:00 AM
Place: Office No. 303, Third Floor, DLF Courtyard, Saket, New Delhi – 110017
Please (√) in the box and fill the necessary details.
Member □ Proxy □
Regd. Folio
Name of the Shareholder
Name of the Proxy, if applicable
Address of the Shareholder
Number of Shares
Signature of the Shareholder/
Proxy/Representative present
FORM NO. MGT-11
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN: U63090DL2012PTC244255
Name of the company: Apollo Fiege Integrated Logistics Private Limited
Registered office: Office No. 303, Third Floor, DLF Courtyard
Saket, New Delhi – 110017
Name of the Member(s) :
Registered Address :
E Mail Id :
Folio No /Client Id:
DP ID :
I/We, being the member(s) of ……… shares of the above named company, hereby appoint
1. Name: ………………………….
Address: …………………………………………………………………
E-mail Id:…………………………………………….
Signature: ……………………., or failing him
2. Name: ………………………….
Address: …………………………………………………………………
E-mail Id:…………………………………………….
Signature: ……………………., or failing him
3. Name: ………………………….
Address: …………………………………………………………………
E-mail Id:…………………………………………….
Signature: …………………….
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Third Annual general meeting of the Company, to be held on Tuesday, 29
th day of September, 2015 at
10:00 a.m. at Office No. 303, Third Floor, DLF Courtyard, Saket, New Delhi - 110017 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No.
Resolutions
ORDINARY BUSINESSES
1 6. To receive, consider and adopt:
a. The Standalone Audited Financial Statement of the Company for the
financial year ended on March 31, 2015, and Reports of the Board and
of the Auditors thereon.
b. The Consolidated Audited Financial Statements of the Company for the
financial year ended on March 31, 2015.
2 7. Appointment of Mr. Jan Hugo Josef Fiege (DIN: 06494783), who retires by
rotation and being eligible, offers himself for re – appointment.
3 Ratification of appointment of Statutory Auditors and fixing of their remuneration.
SPECIAL BUSINESSES
4 Appointment of Mr. R. Sureshkumar (DIN: 07268173) as Director.
5 Appointment of Mr. R. Sureshkumar as Manager
Signed this …………………………. day of……………………. September, 2015
Signature of shareholder………………………………..
Signature of Proxy holder(s)…………………………….
Note: 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.
Affix Revenue
Stamp
APOLLO FIEGE INTEGRATED LOGISTICS PRIVATE LIMITED
BOARDS' REPORT
DEAR MEMBERS,
Your Directors have pleasure in presenting the Third Annual Report and Audited Financial
Statement of the Company for the financial year ended March 31, 2015.
FINANCIAL PERFORMANCE
The Company s financial performance for the financial year ended March 31, 2015 is summarized
below:
(₹ In Lacs)
Particulars For financial year
2014-2015
For financial year
2013-2014
Revenue from Operations 20,446.58 1,2074.13
Other Income 51.05 91.19
Total Income 20,497.63 1,2165.32
Operating Expenses 21,936.04 1,3845.97
(Loss) before Tax (1,438.41) (1,680.65)
(Loss) after Tax (1,438.41) (1,680.65)
BRIEF DESCRIPTION OF THE COMPANY S OR ING DURING THE YEAR/STATE
OF COMPANY S AFFAIRS
Your company is in the business of Freight forwarding, Customs brokerage and Contract logistics.
Freight forwarding is done through the network of agents both in India and abroad. The Turnover
breakup of the same as compared to last year is as follows:-
(₹ In Lacs)
Business Segment For financial
year 2014-2015
For financial year
2013-2014
Multimodal transport operations 18142.50
11212.93
Contract Logistics 2304.08
861.19
Total 20,446.58 12,074.13
The year under review has been quite interesting for your company and the sales have gone up from
Rs.120crs to Rs.204 crore a leap of nearly 70%. This has been made possible by selective focus on
key accounts of large customers, coupled with a careful and discriminatory approach to picking of
smaller and medium sized customers, who are profitable and have lower levels of delinquency.
In the context of 3PL logistics, Your Company has an array of warehouse at various locations
numbering 29 in 2014-15 as compared to 21 Nos in 2013-14. Further, thrust is also planned on
giving the necessary push in this segment by targeting the major metros and tier II cities where the
customer base is primarily located.
As compared to 2013-14 in freight forwarding certain key accounts of institutional/ major customers
of enterprise nature have been bagged which helped in reaching a higher Turnover.
Efforts to identify new customers and business prospects are on, on continuing and barring
unforeseen circumstances, Your Company is confident of attaining its set targets for 2015-16
VARIATION IN THE NETWORTH
The net worth of the Company at the close of current financial year is ₹ 9,37,63,652/- as compared
to ₹ 8,76,03,756/- at the close of previous financial year. The net worth of the Company increased
by ₹ 61,59,896/-.
RESERVES
No amount was transferred to the reserves for the year under review.
DEPOSITS
The Company did not accept any deposit in or without compliance of Chapter V of the Companies
Act, 2013.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND
There is no amount that is due to be transferred as unclaimed divided to Investor Education and
Protection Fund during the financial year under review.
MATERIAL CHANGES AND COMMITMENT
There have been no material changes and Commitments affecting the financial position of the
company between the end of the financial year i.e. 31st March, 2015 and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNAL
During the year under review, there was no significant and material order passed by regulators or
courts or tribunals impacting the going concern status and company s operations in future.
EXPLANATION ON COMMENTS GIVEN BY AUDITOR/ COMPANY SECRETARY IN
PRACTICE IN HIS REPORT
With reference to the qualification in the Auditors Report on trade receivables, the Board of
Directors is of the opinion that during the year under review, an amount of Rupees 583.67 Lacs has
been paid by the Company as detention charges on behalf of one customer who has not yet paid this
amount to the Company. The senior officials of your Company are in discussions with the customer
and expect to recover the same in the current year.
As per the provisions of Section 204 of the Companies Act, 2013, the company is not required to
have Secretarial Audit Report.
SUBSIDIARY/ JV/ ASSOCIATE COMPANIES
As on 31st March, 2015, the Company has only one subsidiary company, namely AF Ferrari Secure
Logitech Private Limited. The Company does not have any Associates or Joint Venture Company.
As per the provisions of Section 129 of the Companies Act, 2013, the consolidated financial
statements of the Company and its subsidiary AF Ferrari Secure Logitech Private Limited will be
laid down in the Annual General Meeting. The statement containing the salient features of the
financial statement of the said subsidiary pursuant to the requirements of the Section 129 of the
Companies Act, 2013 is annexed to this report as Annexure - I.
The report on the performance and financial position of AF Ferrari Secure Logitech Private Limited,
subsidiary of the company is given below:-
(₹ in Lacs)
Particulars
For financial year
2014-2015
For the period
ended 31st march,
2014
Revenue from Operations 853.34 0.00
Other Income 5.30 0.51
Total Revenue 858.64 0.51
Total Expenses 1032.57 14.67
Profit / (Loss) before Tax (173.93) (14.16)
Profit / (Loss) after Tax (173.93) (14.16)
During the year under review, no company has become or ceased to be Company s subsidiary, joint
venture or associate company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has identified internal financial controls which impacts the financial statements and
adopted the procedures for ensuring adherence to applicable laws, safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial disclosures. The financial controls are tested
for operating effectiveness through management ongoing monitoring and review process and
independently by internal audit. In our view the internal financial controls effecting the financial
statements are adequate and are operating effectively.
ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in
the prescribed Form MGT-9, is appended as Annexure II to the Board s report.
RELATED PARTY TRANSACTIONS
During the period under review, the Company has not entered into any Related Party Transaction
which is falling under the preview of Section 188 (1) of the Companies Act, 2013.
LOANS, GUARANTEES OR INVESTMENTS
The Loans and guarantees given and investments made (if any) under the provisions of Section 186
of the Companies Act, 2013 during the year under review, are given under notes to the Financial
Statement.
BOARD OF DIRECTORS
The Board comprises the following Directors:
1. Mr. P.S.S. Prasad - Director
2. Mr. Jan Fiege - Director
3. Mr. Vivek Bharati - Independent Director
4. Mr. U.S. Anand - Independent Director
5. Mr. R. Sureshkumar - Additional Director & Manager
Mr. Jan Fiege will retire by rotation at the forthcoming Annual General Meeting and being eligible
for re-appointment, offers himself for re-appointment.
Mr. Vivek Bharati and Mr. U.S. Anand were appointed as Independent Directors for their first term
of five consecutive years with effect from 12th
March, 2015 and ending on 11th
March, 2020.
Mr. R. Sureshkumar was co-opted as an Additional Director with effect from 8th
September, 2015
and he will hold office upto the date of ensuing Annual General Meeting. Notice in writing pursuant
to Section 160 of the Companies Act, 2013 has been received from him alongwith requisite deposit
signifying his intention to propose his candidature for the office of Director and he is eligible for
appointment.
During the year under review, Mr. Thomas Knopf resigned from the directorship of the Company
w.e.f. 12th
March, 2015. The Board of Directors places on record their appreciation of the guidance
and assistance received from Mr. Thomas Knopf during his tenure as Director of the Company.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors duly met six times during the financial year under review. These meeting
were held on 30th
June, 2014, 3rd
July, 2014, 12th
September, 2014, 24th
November, 2014, 23rd
January, 2015 and 12th
March, 2015. The numbers of Board Meetings attended by each director
during the financial year ended on 31st March, 2015 are given below:-
Name of Director Number of meetings
Held during the tenure Attended during the tenure
Mr. P.S.S. Prasad 6 6
Mr. Jan Hugo Josef Fiege 6 5
Mr. Thomas Knopf 5 0
Mr. Ajay Kumar Milhotra 6 6
Mr. Vivek Bharati 1 1
Mr. U.S. Anand 1 1
CHANGES IN WHOLE TIME KEY MANGERIAL PERSONNEL
During the financial year under review, Mr. Ajay Kumar Milhotra, Director and Manager of the
Company was designated as Whole Time Key Managerial Personnel of the Company pursuant to
the provisions of Section 203 of the Companies Act, 2013 with effect from 30th
June, 2014. Mr.
Milhotra resigned as Director and Manager of the Company with effect from 8th
September, 2015
accordingly he ceased to be the whole time key managerial personnel of the Company with effect
from even date.
Mr. Pradeep Chugh, Company Secretary of the Company was designated as Whole Time Key
Managerial Personnel of the Company pursuant to the provisions of Section 203 of the Companies
Act, 2013 with effect from 30th
June, 2014.
To fill up the vacancy caused by the resignation of Mr. Ajay Kumar Milhotra as Manager of the
Company, Mr. R. Sureshkumar, was appointed as Manager, Whole Time Key Managerial Personnel
of the Company with effect from 8th
September, 2015.
RE-CONSTITUTION OF AUDIT COMMITTEE
In view of changes in composition of Board and in accordance with the provisions of the Companies
Act, 2013, the Board in its meeting held on 12th
March, 2015, reconstituted the Audit Committee
and approved its new terms of reference. The Audit Committee comprises of following three
members:-
RE-CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE
In view of changes in composition of Board and in accordance with the provisions of the Companies
Act, 2013, the Board in its meeting held on 12th
March, 2015, reconstituted the existing
Remuneration Committee as Nomination and Remuneration Committee and approved its new terms
of reference. The Nomination and Remuneration Committee comprises of following four members:-
OTHER COMMITTEES OF BOARD
For operational and administrative convenience, the Board has constituted the following committees
of the Board:-
SI
No.
Name of the
Committee
Members of the
Committee
Designation Brief functions of the
Committee
1. Share Allotment
Committee
Mr. P.S.S. Prasad
Chairman
To allot the shares of
the Company as
approved by the Board
and/or shareholders of
the Company.
Mr. Ajay Kumar Milhotra Member
2. Executive
Committee under
the Section 179 of
the Companies Act,
2013
Mr. P.S.S. Prasad
Chairman
To exercise powers of
the Board as specified
in clause (d) to (f) of
Section 179 (3) of the
Companies Act, 2013.
Mr. Ajay Kumar Milhotra
Member
SI No. Name of the Members Designation Category
1. Mr. Jan Fiege Chairman Non - Executive Director
2. Mr. Vivek Bharati Member Independent Director
3. Mr. U.S. Anand Member Independent Director
SI No. Name of the Members Designation Category
1. Mr. Jan Fiege Chairman Non - Executive Director
2. Mr. Vivek Bharati Member Independent Director
3. Mr. U.S. Anand Member Independent Director
4. Mr. P.S.S Prasad Member Non - Executive Director
INDEPENDENT DIRECTORS DECLARATION
In terms of provisions of Section 149 (7) of the Companies Act, 2013, the Independent Directors of
the Company had given declarations that they meet the criteria of independence as provided in sub-
section 6 of the Section 149 of the Companies Act, 2013.
COMPANY S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
In view of changes in composition of Board and in accordance with the provisions of the Companies
Act, 2013, the Board in its meeting held on 12th
March, 2015, reconstituted the existing
Remuneration Committee as Nomination and Remuneration Committee. A Nomination and
Remuneration Policy of the Company has also been laid down and approved by the Nomination and
Remuneration Committee and the Board. The said policy lays down the criteria for the appointment
of Directors, Key Managerial Personnel and Senior Management Personnel. The said policy also
specifies the appointment and remuneration including criteria for determining qualification,
term/tenure, positive attributes, independence of Directors, criteria for performance evaluation of
Executive and Non-executive Directors (including Independent Directors), removal, policy on
Board diversity, Directors and Officers Insurance and other matters as prescribed under the
provisions of the Companies Act, 2013. The said policy of the Company is attached as Annexure-III
to this report.
BOARD PERFORMANCE EVALUATION
As the company is neither a listed company nor a public company having paid up share capital of
rupees twenty five crores or more at the end of the preceding financial year, therefore the company
is not required to provide a statement indicating the manner in which formal annual evaluation has
been made by the Board of its own performance and that of its committees and individual director.
STATUTORY AUDITORS
In the second Annual General Meeting held on September 12, 2014, M/s Deloitte Haskins & Sells,
Chartered Accountants (Firm Registration Number 015125N) were appointed as statutory auditors
of the Company to hold office till the conclusion of the seventh Annual General Meeting to be held
in the calendar year 2019. In terms of the proviso of Section 139 of the Companies Act, 2013, the
appointment of the auditors shall be placed for ratification at every Annual General Meeting.
Accordingly, the appointment of M/s Deloitte Haskins & Sells, Chartered Accountants (Firm
Registration Number 015125N), as statutory auditors of the Company, is placed for ratification by
the shareholders at the forthcoming Annual General Meeting.
PARTICULARS OF EMPLOYEES
A statement giving particulars of employees as required by the provision of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report
is attached as Annexure - IV.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013
in respect of conservation of energy and technology absorption is not required to be furnished
considering the nature of activities undertaken by the company during the year under review.
During the period foreign exchange earnings and outgo as under:-
PARTICLUARS (In ₹)
Foreign Exchange earning 111,315,087
Foreign Exchange Outgo 414,402,043
CORPORATE SOCIAL RESPONSIBILITY POLICY
The provisions of Section 135 of the Companies Act, 2013 relating to development and
implementation of Corporate Social Responsibility Policy are not applicable to the Company.
RISK MANAGEMENT POLICY
Your company has always recognized risk management as an essential and internal part of doing
day-to-day business operations. The company has a sound system of internal control which ensures
compliance to internal processes, as well as with applicable laws and regulations. The Company
also has a well-established independent in-house Internal Audit function that is responsible for
providing assurance on compliance with operating system, internal policies and legal requirements,
as well as, suggesting improvement to system and processes. In order to make the existing risk
management process more sound and effective your Company has formulated a risk management
policy for providing a detailed risk understanding and ownership across the Company. The risk
management policy is currently under review of our management team and a final policy would
soon be placed before the Board for its adoption and approval.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and aims to provide protection
to employees at the workplace and prevent and redress complaints of sexual harassment and for
matters connected or incidental thereto, with the objective of providing a safe working environment,
where employees feel secure. The Company has not received any complaint of sexual harassment
during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2013, the Board of Directors of the Company confirms:
a) that in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b) that the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;
c) that the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
d) that the directors had prepared the annual accounts on a going concern basis; and
e) that the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the co-operation and assistance received from
the Company's shareholders during the year under review. The Directors also record their
appreciation for the contribution of employees at all levels.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place : Gurgaon P. S. S. PRASAD R. SURESHKUMAR
Dated : 28/09/2015 DIRECTOR DIRECTOR & MANAGER
DIN: 00024426 DIN: 07268173
Add: Unit No. 1001, Add: C Block, 57B, Sivaranjani
Block B4, World Spa, Appartments, 3rd
Street, Karthi
Sector-40, Gurgaon, Key, Apuram, Madipakkam
Haryana – 122001 Chennai - 600091