DIRECTORS REPORT.

To,

The Members,

Orosil Smiths India Limited

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

FINANCIAL SUMMARY/HIGHLIGHTS

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

Amount (Rs. In Lacs)

INDIAN ACCOUNTING STANDARDS

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

FINANCIAL PERFORMANCE/OPERATIONAL REVIEW

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

STATE OF COMPANY'S AFFAIRS

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

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

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

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

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

TRANSFER TO RESERVES

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

DEPOSITS

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

SHARE CAPITAL

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

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

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

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

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

DETAILS OF SUBSIDIARIES/ 101NT VENTURE AND ASSOCIATES COMPANY

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

NUMBER OF MEETINGS OF THE BOARD

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

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

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

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

EXTRACT OF ANNUAL RETURN

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

RELATED PARTY TRANSACTIONS

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

AUDITORS

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

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

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

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

AUDITORS' REPORT

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

SECRETARIAL AUDIT REPORT

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

INTERNAL AUDITOR

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

COST AUDITOR

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

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

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

BOARD EVALUATION

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

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

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

NOMINATION & REMUNERATION POLICY

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

COMMITTEES OF THE BOARD AUDIT COMMITTEE

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

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

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

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

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

Nomination and Remuneration Committee

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

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

RISK MANAGEMENT POLICY

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

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

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

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

CODE FOR PREVENTION OF INSIDER TRADING

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

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

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

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

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

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

LISTING OF SHARES

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

CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

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

FRAUDS REPORTED BY AUDITORS

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

ANNUAL REPORT

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

ACKNOWLEDGEMENT

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

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

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on March 31, 2018

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

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

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

i) Category-wise Share Holding

ii) Shareholding of Promoters

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

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

v. Shareholding of Directors and Key Managerial Personnel:

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

(Rs in Lacs)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

B. Remuneration to other Directors

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

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

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Form No. AOC-2

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

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

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

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

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

ANNEXURE C

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

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

of Managerial Personnel) Rules, 2014)

To,

The Members,

Orosil Smiths India Limited,

New Delhi

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

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

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

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

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

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

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

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

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

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

(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 Audit Period);

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ANNEXURE D

Details under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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

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

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

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

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

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

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