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BSE: 534809ISIN: INE785M01013INDUSTRY: Diamond Cutting/Precious Metals/Jewellery

BSE   ` 56.45   Open: 57.90   Today's Range 55.50
58.35
-0.80 ( -1.42 %) Prev Close: 57.25 52 Week Range 52.65
600.65
Year End :2017-03 

Dear Members,

The Directors have pleasure in presenting their 12th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

The highlights of the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2017, are as under:

(Rs. in crores, except earnings per share)

Particulars

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16

Revenue from operations

8,104.58

7,232.10

8,479.55

7,303.22

Other income

109.15

50.72

97.25

49.94

total revenue

8,213.73

7,282.82

8,576.80

7,353.16

Profit before finance costs, depreciation and tax

863.12

803.70

855.19

802.03

Less: Finance cost

274.71

244.65

278.56

244.95

Less: Depreciation & amortisation expense

22.01

22.61

22.48

22.66

Profit before tax

566.40

536.44

554.15

534.42

Less: Tax Expense

135.87

137.13

133.14

136.23

Net profit after tax

430.53

399.31

421.01

398.19

Other comprehensive income for the year, net of tax

(0.08)

0.35

(4.42)

0.35

total comprehensive income for the year

430.45

399.66

416.59

398.54

Earnings per share (in Rs.):

Basic

24.05

22.32

23.27

22.25

Diluted

22.61

22.28

21.89

22.22

During the year under review, revenue from operations on standalone basis grew by 12% to Rs.8,104.58 crores. The net profit after tax also registered a growth of about 8% to Rs.430.53 crores. The share of domestic and export sales in the revenue from operations on standalone basis is Rs.5,338 crores (66%) and Rs.2,766 crores (34%) respectively.

business overview

Your Company is engaged in the business of manufacturing, sale and trading of gold jewellery, diamond studded jewellery and silver items and operates in different geographical areas i.e. domestic sales and export sales. Your Company continues to move ahead on its well defined growth path of (1) showroom expansion; (2) launching new designs and collections; and (3) strengthening in-house designing and manufacturing capabilities.

Your Company continues to focus on expanding its retail presence across more and more cities of the Country and has opened 15 new showrooms during the year. The Company has total 75 showrooms as on March 31, 2017. After end of the year under review, your Company has opened 4 more new showrooms and as on the date of this report, the Company is having total 79 showrooms located across 62 cities in India. Out of the 79 showrooms 6 are franchisee and rest are the Company owned. In addition to the network of showrooms, the Company is also having 5 manufacturing facilities for meeting its in-house requirements.

During the year your Company launched many new jewellery designs and collections like ‘Inayat’ wedding jewellery, Abhigyaan Shakuntalam, Twirlyz etc. The Company also launched additional ranges of Flexia, its unique detachable jewellery collection.

SHARE CAPITAL

During the year under review the following changes have taken place in the authorised and paid-up share capital of the Company:

(1) The authorised share capital of the Company was increased from Rs.225 crores to Rs.500 crores, comprising of 24 crores equity shares of Rs.10/- each and 26 crores preference shares of Rs.10/- each.

(2) The Company has allotted total 25,73,72,912 compulsorily convertible preference shares, by way of preferential allotment on private placement basis to six different funds of Fidelity group belonging to Non-Promoters category. The Company has also allotted 37,600 equity shares upon exercise of stock options to the eligible employees of the Company under PC Jeweller Limited Employee Stock Option Plan 2011. Consequently, the paid-up share capital of the Company has been increased from Rs.179,10,00,000 to Rs.436,51,05,120 comprising of 17,91,37,600 equity shares of Rs.10/- each and 25,73,72,912 preference shares of Rs.10/- each.

COMPULSORILY CONVERTIBLE DEBENTURES

During the year under review, your Company has also issued and allotted 42,69,984 compulsorily convertible debentures having face value of Rs.1,000/- each, by way of preferential allotment on private placement basis to DVI Fund (Mauritius) Ltd belonging to Non-Promoters category.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1/- per equity share (i.e. @10% of face value of Rs.10/- each) for the financial year 2016-17, subject to the approval of Members in the 12th Annual General Meeting.

Your Directors have also recommended a dividend of Rs.1.30 per compulsorily convertible preference share (i.e. @13% of face value of Rs.10/- each) for the period from September 2, 2016 (i.e. date of allotment) to March 31, 2017, subject to the approval of Members in the 12thAnnual General Meeting.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose transfer of any amount to the General Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2017, the Board of your Company comprises of 8 Directors including 4 Independent Directors.

During the year under review, Shri Muneesh Chawla was appointed as a Non-Executive Nominee Director w.e.f. July 4, 2016 and Shri Ramesh Kumar Sharma was re-appointed as a Whole-time Director of the Company for a further term of 5 years w.e.f. February 7, 2017 to February 6, 2022.

Mrs. Kusum Jain resigned from the Board of the Company w.e.f. December 30, 2016. The Board places on record its appreciation for the guidance and contribution made by Mrs. Kusum Jain during her tenure on the Board.

Shri Ramesh Kumar Sharma, Director of the Company retires by rotation and being eligible, offered himself for re-appointment at the 12th Annual General Meeting. Brief resume of Shri Ramesh Kumar Sharma forms part of the Notice convening the 12th Annual General Meeting.

No changes among Key Managerial Personnel took place during the year. Shri Balram Garg, Managing Director, Shri Sanjeev Bhatia, Chief Financial Officer and Shri Vijay Panwar, Company Secretary continues to be Key Managerial Personnel of the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2017, your Company has following four wholly owned non-material subsidiary companies:

PC universal Private Limited: It is engaged in the business of manufacturing and export of gold jewellery and ornaments. It is having a manufacturing facility at Noida Special Economic Zone, Noida (U.P.).

Transforming Retail Private Limited: It is engaged in the business of trading of all kinds of gold and diamond jewellery through its online sale portal www.wearyourshine.com.

Luxury Products Trendsetter Private Limited: It is engaged in the business of manufacturing, buying, selling etc. of jewellery. It owns the premium gold jewellery brand ‘AZVA’.

PC Jeweller Global DMCC: It was incorporated as a wholly owned subsidiary of the Company during the year under review in Dubai (UAE). It is engaged in the business of jewellery trading.

Pursuant to the provisions of Section 129(3) of The Companies Act, 2013 (the “Act”) a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 forms part of the Annual Report. The statement also provides the details of performance and financial position of each of the subsidiary.

Your Company does not have any associate or joint venture company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with Ind AS notified by the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 and form part of the Annual Report.

management DISCUSSION AND ANALYSIS

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), the Management Discussion and Analysis Report forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under LODR Regulations, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective forms part of the Annual Report.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act read with applicable Schedules and Rules as well as LODR Regulations.

NUMBER OF BOARD MEETINGS

During the year ten Board meetings were held on April 6, 2016; May 24, 2016; May 30, 2016; June 30, 2016; July 27, 2016; August 3, 2016; August 18, 2016; September 2, 2016; November 23, 2016 and February 14, 2017. The time gap between any two Board meetings does not exceed 120 days. For further details, please refer to Report on Corporate Governance.

AUDIT COMMITTEE

Audit Committee of the Board comprises of four members, namely Dr. Manohar Lal Singla, Shri Krishan Kumar Khurana, Shri Miyar Ramanath Nayak and Shri Balram Garg. Except Shri Balram Garg, Managing Director, all other members are Independent Directors. Dr. Manohar Lal Singla, Independent Director, is the Chairperson of the Committee. For further details, please refer to Report on Corporate Governance.

RISK MANAGEMENT

Your Company has put in place a Risk Management Policy to define a framework for identification, assessment and mitigation of risk. In the opinion of the Board, there are no risks which may threaten the existence of the Company.

INTERNAL CONTROL SYSTEMS

Your Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition. The Internal Auditors of the Company regularly carry out review of the internal control systems and procedures. The internal audit reports are periodically reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company’s internal controls over financial reporting was observed.

PUBLIC DEPOSITS

Your Company has been accepting deposits from the public under its jewellery purchase scheme “Jewel for Less”. The scheme is to facilitate customers to purchase jewellery by making deposits through monthly installments and also get benefit in the form of discount at the time of purchase of jewellery, based on the duration of the scheme. The requisite details relating to deposits, covered under Chapter V of the Act are as under:

(a)

Amount of deposits as at April 1, : 2016

Rs.30.71 crores

(b)

Deposits accepted during the year :

Rs.115.04 crores

(c)

Deposits repaid during the year :

Rs.35.34 crores

(d)

Balance deposits outstanding as at : March 31, 2017

Rs.110.41 crores

(e)

Remained unpaid or unclaimed as at the end of the year:

(i) Deposits that have matured but : not claimed

Rs.7 crores

(ii) Deposits that have matured and : claimed but not paid

Nil

(f)

Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

(i)

at the beginning of the year :

Nil

(ii)

maximum during the year :

Nil

(iii)

at the end of the year :

Nil

The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Act.

STATUS OF UNCLAIMED / UNPAID SHARE APPLICATION MONEY AND DIVIDEND AMOUNTS

The status of unclaimed / unpaid share application money and dividend amounts as on March 31, 2017 is as under:

- Share application money due for refund in relation to the Initial Public Offer: Rs.2.16 lakh

- Unclaimed / unpaid dividend: Rs.5.16 lakh

PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS

The details of loans/guarantees given and investments made by the Company form part of the notes to the financial statements.

PARTICULARS OF CONTRACTS / ARRANGEMENTS / TRANSACTIONS WITH RELATED PARTIES

All the related party transactions that were entered during the year were on arm’s length basis and your Company had not entered into any contract / arrangement / transaction with related parties, which could be considered as material in accordance with the Company’s Policy on Materiality of Related Party Transactions & Dealing with Related Party. Hence, disclosure in Form AOC-2 is not required. The details of related parties and transactions with them, in accordance with the requirement of Indian Accounting Standard (Ind AS) 24 have been disclosed in the notes forming part of the financial statements.

BORROWINGS AND DEBT SERVICING

During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

CREDIT RATING

Credit Analysis & Research Limited vide its letter dated August 17, 2016 has reaffirmed CARE A (FD) to the Company’s Fixed Deposit Programme of Rs.500 crores.

CRISIL Limited vide its letter dated August 22, 2016 has reaffirmed CRISIL A/Stable (Long-Term Rating) and CRISIL A1 (Short-Term Rating) to the total bank facilities of Rs.3,937 crores.

India Ratings & Research Private Limited, a Fitch Group Company, vide its letter dated February 22, 2017 has assigned ‘IND A1 ’ rating to the Company’s additional Rs.300 crores Commercial Paper Programme and has also affirmed ‘IND A1 ’ rating to the Company’s existing Rs.200 crores Commercial Paper Programme.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position of the Company between end of the financial year and the date of the report.

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

(A) CONSERVATION OF ENERGY

In its endeavour towards conservation of energy your Company ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

(B) TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during the year are as under:

Earnings : Rs.2,767.12 crores

Outgo : Rs.1.88 crores

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy against Sexual Harassment 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 year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2017.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy / Vigil Mechanism, which provides a formal mechanism for all employees and the Directors of the Company to report about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or an event he becomes aware of that could have a detrimental effect on the business or reputation of the Company and provides reassurance that they will be protected from reprisals or victimization for whistle blowing. The Policy has been posted on the Company’s website. No person was denied access to the Chairperson of the Audit Committee to report any concern.

BOARD EVALUATION

The Board of your Company on the recommendation of Nomination and Remuneration Committee laid down the criteria for evaluation of the Board, its Committees and individual Directors and accordingly the evaluation process was carried out. The process was based on evaluation forms, which include a rating mechanism. Independent Directors also at their separate meeting reviewed the performance of the Board as a whole, Non-Independent Directors and the Chairman.

The criteria for performance evaluation of the Board and its Committees amongst others includes their structure and composition, processes, information and functioning, terms of reference of the Committees, suggestions / recommendations by the Committees to the Board etc.

The criteria for performance evaluation of Directors including Executive and Independent Directors amongst others includes their attendance and contribution at the meetings, devotion of time and efforts to understand the Company, its business, their duties and responsibilities, leadership qualities and effectiveness of communication with all stakeholders, impact and influence on the Board / Committees and adherence to the Code of Conduct etc.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

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.

EMPLOYEES STOCK OPTION PLAN

Your Company with the objective of introducing a long term incentive tool to attract, motivate, retain talent and reward loyalty, formulated PC Jeweller Limited Employee Stock Option Plan 2011 (“ESOP 2011”), for grant of a maximum of 26,79,330 stock options to the eligible employees of the Company. During the year, the Company has allotted 37,600 equity shares upon exercise of stock options to the eligible employees of the Company under ESOP 2011. The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by Members. The certificate would be placed at the Annual General Meeting for inspection by Members. The necessary disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 is annexed as “Annexure - 1”.

AUDITORS AND THEIR REPORT STATUTORY AUDITORS

Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) and Sharad Jain Associates, Chartered Accountants (Firm Registration No. 015201 N), were appointed as Statutory Auditors of the Company for 5 years and 2 years respectively in the 10thAnnual General Meeting of the Company held on September 19, 2015, subject to ratification by the Members at every Annual General Meeting. Accordingly, the current term of appointment of Sharad Jain Associates will expire on conclusion of 12th Annual General Meeting of the Company.

The Company has received consent letter and eligibility certificate under Sections 139 and 141 of the Act from Walker Chandiok & Co LLP. As required under Regulation 33 of LODR Regulations they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board recommends the appointment of Walker Chandiok & Co LLP for ratification in the 12th Annual General Meeting.

The notes to the financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further explanations or comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Shri Randhir Singh Sharma, Practicing Company Secretary, New Delhi to conduct the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report is annexed herewith as “Annexure - 2” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks except that as on March 31, 2017, the Company is under obligation to appoint a woman director on its Board. The Company has initiated the process for identification / induction of new woman director on its Board for filling the vacancy caused by the resignation of earlier woman director in due course.

CORPORATE GOVERNANCE REPORT

Your Company believes in the principle of corporate governance and is committed to maintain the highest standards of Corporate Governance. The Report on Corporate Governance as stipulated under LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is annexed as “Annexure - 3” to this report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is annexed as “Annexure - 4” to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Social responsibility has always been at the forefront of your Company’s operating philosophy. As a responsible corporate citizen, the Company tries to contribute towards social causes on a regular basis. The Corporate Social Responsibility Policy of the Company is placed on its website www.pcjeweller.com. In terms of the Policy, CSR programs or projects to be undertaken by the Company shall relate to one or more activities listed in Schedule VII of the Act, at present or as may be amended from time to time. The Annual Report on CSR activities as per The Companies (Corporate Social Responsibility Policy) Rules, 2014, in the prescribed format, is annexed as “Annexure - 5” to this Report.

POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A DIRECTOR

The Company’s Policy on Directors’ appointment, remuneration and Criteria for determining qualifications, positive attributes & independence of a Director are annexed as “Annexure - 6” and “Annexure - 7” to this Report.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of LODR Regulations, your Company has formulated a Dividend Distribution Policy. The same is annexed as “Annexure - 8” to this report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form No. MGT-9 is annexed as “Annexure - 9” to this report.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year. Your Directors also sincerely convey their appreciation to customers, shareholders, vendors, bankers, regulatory and government authorities for their continued support.

For and on behalf of the Board

Sd/-

Date: August 1, 2017 (PADAM CHAND GUPTA)

Place: New Delhi Chairman

DIN: 00032794