- BOARDS’ REPORT -

The Board hereby presents the Thirty Fifth Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended 31st March, 2016 along with Independent Auditors’ Report thereon and Secretarial Audit Report for the financial year under report.

Financial Results (' In lacs)

Extract of Annual Return

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the prescribed form MGT-9 is enclosed as Annexure 1 and is an integral part of this Report.

Meetings

During the year, four Board meetings were duly convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the provisions of Companies Act, 2013, Listing Regulations and SS-1 on Meetings of Board of Directors.

Directors' Responsibility Statement

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility

Statement, it is hereby confirmed:

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

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

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2016 on a going concern basis.

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

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

Frauds reported by Auditors u/s 143(12)

Your company has complied with all the provisions of Section 143 of the Companies Act, 2013. Hence, there are no frauds reported by the Auditors other than those which are reportable to the Central Government. Further, no fraud has been reported to the Central Government.

Declaration by Independent Director(s)

All the Independent Directors on the Board of Puncom have given their respective declaration that they meet the criteria of independence, as per the provisions of sub-section (6) of section 149 of Companies Act, 2013. The term of Appointment of Independent Directors has been fixed for 5 years, in accordance with the provisions of the Companies Act, 2013, and none of the Independent Directors have been reappointed for more than 5 years.

Nomination and Remuneration Committee

The details of the Nomination and Remuneration Committee & its Policy in accordance with Section 178(2) of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations are mentioned in the Corporate Governance Report annexed herewith.

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made

Management's Reply to Statutory Auditors Remarks:

M/s Grewal & Singh, Chartered Accountants, was appointed as Statutory Auditors of the Company for the financial year 2015-16. Notes to accounts forming part of Annual Accounts are self- explanatory and exhaustive to the remarks of Auditors in their report dated 27th May, 2016.

1. Regarding the investment of Rs. 698.74 lacs (Face value Rs. 700 lacs) in the Bonds of UP Co-operative Spinning Mills Federation Ltd (UPCSMFL) duly guaranteed by the UP State Govt. for the tenure of 18 months. The company invoked the government guarantee consequent to the bonds not being redeemed on the due date of redemption viz

20.12.1999. The suit was filed for recovery of Rs. 993.44 lacs (Principal of Rs. 700 lacs and interest Rs. 293.44 lacs). The suit was decided ex-parte in favour of the company on 31.01.2004 by Civil Judge, Junior Division, Chandigarh. In compliance of the orders of the Hon’ble Punjab and Haryana High Court, Chandigarh, the UP State Government (Guarantor) had deposited Rs. 735.63 lacs and a Govt. guarantee of equivalent amount in the Civil Court, Lucknow. Further an amount of Rs. 735.63 lacs deposited with the Executing Court was released to the Company (decree holder) on 24.04.2006 against furnishing bank guarantee of the equivalent amount with the Court.

Later on 19.01.2015, Hon’ble Supreme Court had decided against the ex-parte decree earlier made in favour of the Company and directed the Civil Court, Lucknow to refund the amount to UP State Government. The execution of the said order is pending at District Court, Lucknow. In view of the SC Decision, the company has accounted for the same and a liability of Rs. 735.63 lacs has been reflected under Note-7 of Balance Sheet. Above mentioned Bank guarantee of Rs. 735.63 lacs can be invoked by the Court any time. Since the decree was issued against UPCSMFL and State of UP and Hon’ble SC considered that the State of UP was Ex- parte, the company has filed the execution of earlier decree issued in favour of Puncom against the UPCSMFL on 30.01.2016 and has also filed fresh suit against the State of UP through Special Secretary, Industrial Development on 11.03.2016.

The company had earlier recognized and received interest income to the extent of Rs. 156.45 lacs (@ 14.90% on Principal) for a tenure of 18 months. In view of the protracted litigation and uncertainty of the amount realizable, pending settlement of the case, the company has provisioned the already recognized interest income of Rs. 152.52 lacs up to 31st March, 2001 of which Rs. 115.63 lacs was provisioned in FY 2014-15 and remaining Rs. 36.89 lacs in current financial year.

The Company has not recognized accrued interest, keeping in view uncertainty involved in the matter of realization of interest due to litigation. This is also in conformity with the AS-9 issued by ICAI. Also refer note: 10 & 13 of Balance Sheet. [Refer Emphasis of Matter Para (a) of Independent Auditors’ Report]

2. Regarding the matter of balance confirmations, we are to inform that the company has sent balance confirmation letter to all parties requesting them to confirm the balances within 15 days of the receipt of the letter, failing which the balance will be presumed to be correct. The company has no other means of confirming the balances for which no response has been received except presuming them to be correct as per terms of letter. [Refer Emphasis of Matter Para (b) of Independent Auditors’ Report]

3. Regarding accounting of certain income and expenditure that has been accounted for as and when incurred, ascertained or settled, we are to inform that the same has been accounted for as per disclosures made in Note 1 Significant Accounting Policy Point I(b) being followed consistently. [Refer Emphasis of Matter Para (c) of Independent Auditors’ Report]

4. Regarding selection of Company for disinvestment by Cabinet Committee on Disinvestment, Government of Punjab in 2003, we are to inform that till date, the company has not received any final decision in respect of mode of Disinvestment during FY 2015-16. [Refer Emphasis of Matter Para (d) of Independent Auditors’ Report]

5. Regarding the excise and custom duty demand of Rs. 30.20 lacs, which is disputed with Deputy Commissioner of Customs, Excise and Custom Department, New Delhi, we are to inform that the company has submitted the reply/ necessary documents but no further communication has been received till date. [Refer Point 7(b)(1) Report on other legal and regulatory requirements in the Annexure Ato Independent Auditors’ Report]

6. Regarding Sales Tax demand including interest aggregating to Rs. 14.85 lacs (net of pre deposit), which is disputed, we are to inform that the company has filed an appeal and the same is pending at the office of Sales Tax Appellate Tribunal, Andhra Pradesh. [Refer Point 7(b)(2) Report on other legal and regulatory requirements in the Annexure A to Independent Auditors’ Report]

7. Regarding Sales Tax demand including interest aggregating to Rs. 16.77 lacs, which is disputed, we are to inform that the company has filed an appeal and the same is pending at the office of Ld. Senior Joint Commissioner, Salt Lake Taxation Appellate Office, Kolkata, West Bengal. [Refer Point 7(b)(3) Report on other legal and regulatory requirements in the Annexure Ato Independent Auditors’ Report]

8. As regards Sales Tax demand including interest aggregating to Rs. 12.47 lacs (net of pre deposit), which is disputed, we are to inform that the company has filed an appeal and the same is pending at the office of Ld. Senior Joint Commissioner, Salt Lake Taxation Appellate Office, Kolkata, West Bengal. [Refer Point 7(b)(3) Report on other legal and regulatory requirements in the Annexure A to Independent Auditors’ Report]

Management's reply to Secretarial Auditors' Report

Secretarial Auditors have reported that the Company is not complying with the desired ratio of Independent Directors in their report for the financial year 2015-2016. Efforts to comply with the desired ratio were made and are being made and the company is hoping of complying with the same shortly. They have also reported that an Independent Director has been made to retire by rotation which otherwise was not required to retire by rotation. In this regard, it is to inform that as the Independent Director was reappointed and thus continued to be Independent Director, the non compliance gets rectified.

They have also reported that the Nomination and Remuneration Committee is not constituted as per the provisions of Section 178 of the Companies Act, 2013 as an Executive Director cannot be a member of Nomination and Remuneration Committee. In this regard, the same stands corrected in the 186th Board Meeting of the Company held on 27th May, 2016.

Particulars of Loans and Guarantees under Section 186 of the Companies Act, 2013

The particulars with respect to Loans and Guarantees under section 186 of the Companies Act, 2013 : NIL.

Particulars of Related Party Transactions

Under Companies Act, 2013: Puncom has not entered into any Related Party Transaction as per the provisions of section 188(1) of the Companies Act, 2013 during the financial year under report. The required form AOC-2 has been appended as Annexure 2 to this report.

Under Listing Regulations: Puncom has not entered into any Related Party Transaction in the form of providing Loans and advances in the nature of loans to Subsidiaries, Associates or to firms/companies in which Directors are interested. Moreover, Puncom has also not accepted any amount in the form of Loans and advances in the nature of loans from its Holding Company.

State of the company's affairs

During the year, the company continued its efforts to improve sales of its own products i.e. Primary Drop/Insert Multiplexer as well as PLCC (Power Line Carrier Communication equipment). The company is also looking for tie ups to enhance its product line. As part of the new initiatives company successfully entered into SPV solar power plant business and also looking for opportunities emerging around digital networking.

Further due to aggressive marketing tie-ups, the company achieved a healthy turnover of approx. Rs. 2182.74 lacs in financial year 2015-16 besides income of Rs. 929.70 lacs from other activities.

The book value of share held by you is around Rs. 69.56 per share and the Reserves stood at approx. Rs. 7159.01 lacs. The Company has invested an amount of Rs. 1.81 crores during the year in acquiring fixed assets. Puncom offered value-added products and services to the customers on the basis of strategic and effective use of technology aided by aggressive market and product initiatives.

Corporate Plan/ Market Scenario of our product

Puncom has made substantial efforts to successfully increase the market share of its PLCC product in last 2 years. After re-engineering its V-Mux product and making it suitable for power sector telecom network, Puncom has been successful in introducing its V-Mux in PGCIL by winning the tender for this product for execution of project in J&K State. Efforts are being made to keep up the market share of V-Mux in Railways.

Puncom is executing some prestigious OFC and PLCC turnkey projects for railways and power sector. Puncom has the strength of executing indoor OFC works. Since most of the railway tenders now are being floated by clubbing both indoor and outdoor OFC projects, Puncom is making efforts to strengthen its resources for executing such works. This would help Puncom in improving its market share in Railways besides the sales turnover. Though there is lot of stiff competition in power plant market in power sector, Puncom is making efforts to get orders for the same.

To further increase the market share of its products in railway and power sector networks, Puncom is offering its products to other equipment installers for executing their turnkey projects. This helps in improving sales turnover and also increase in Puncom make equipment in these networks.

Puncom has also undertaken annual maintenance/repair contracts for PLCC, V-Mux and Power Plants from various customers. Undertaking such value added services not only contribute towards sales turnover but also helps in strengthening the performance of Puncom equipment in various networks of Railways, power utility sector etc.

With lot of emphasis on the "Make in India" policy of Govt. of India, Puncom is making continuous efforts to add new products to increase its product mix by way of tie-ups with other companies and through in house re-engineering of existing products/new developments. Puncom is also looking for opportunities to provide services through tie-up with other companies involving installation, erection and commissioning work.

Telecom Scenario in India and Puncom's approach

India has seen an exponential growth of telecom network in India for several years now, leading to an increase in subscriber density to an impressive 80% and a sizeable broadband penetration. Liberal government policies and fierce competition between operators have ensured that India received latest and best equipments and technologies from largest equipment MNCs at lowest prices. Unfortunately, this technology upgrade, by-passed Indian telecom manufacturers, as majority of the equipment was simply imported fully finished into India. Government of India has now become sensitive to the huge current account deficit caused by unbridled import of MNC equipment, and is creating policy frame work, including preference for increased domestic manufacturing in telecom and IT. Driven by these imperatives, and by the gradual maturing of industry, domestic manufacturing by MNCs directly or in tie ups is likely to increase with increased localization and IP content.

Fortunately large scale upgrade of main telecom network and IT in general is also changing the work environment and catalysing other segments like power, railways, defence, government, security, education etc to upgrade their networks and work processes and are generating new business opportunities. New areas of network and information security, renewable energy, green and clean technologies, information access and automation etc are becoming increasingly important and are emerging as new growth segments. Apart from this, defence with its unique domestic focus remains a major potential growth segment.

Historically, Puncom has been deriving its revenue mainly from Power, Railway and BSNL segments. Unfolding telecom and industrial scenario however foresees increased role of new revenue streams from emerging growth segments. Puncom is monitoring these emerging trends and is on look out for appropriate opportunities for itself for sustenance and growth and preparing itself to meet the emerging challenges in the changing environment.

Reserves

Due to losses in the current year, no amount was carried over to Reserves and Surplus. Instead, the reserves have been utilized to the extent of Rs. 1047.58 lacs.

Dividend

Due to losses in the current year, the Board of Directors of your Company have not recommended any dividend for the Financial Year 2015-16.

Material changes and Commitments after the close of the financial year

The particulars with respect to Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year i.e. 31st March, 2016 till the date of this report i.e. 12^th August, 2016 under Section 134(3)(l) of the Companies Act, 2013 are: NIL.

Conservation of energy, technology absorption and Foreign Exchange Earnings and Outgo:

a) Conservation of Energy

i) Steps taken & impact on conservation of energy:

Steps taken:

We have continued with the practice of switching off the supply to the areas where the lights are not required or where the production work is not taking place.

Impact:

The consumption has reduced due to the above measures taken.

ii) Steps taken for utilizing alternate sources of energy:

The system is in place for alternate sources of energy.

iii) Capital investment on energy conservation equipments : NIL

b) Technology Absorption

i) Efforts made towards technology absorption:

Desired efforts are made from time to time towards technology absorption, adoption and innovation.

ii) Benefits derived:

Company shall be able to achieve significant cost reduction and improvement in the product and generate new markets; and as a result shall be able to strengthen its position in its market segments.

iii) Technology imported (during the last three years) :

Details of technology imported : NIL

Year of Import : N/A

Whether the technology has been fully absorbed : NIL

If not absorbed, areas where absorption has not taken place and reasons thereof : N/A

iv) Expenditure incurred on Research and Development

(' in lacs)

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the Financial year 2015-2016 in terms of actual inflows and actual outflows is given as follows :

(' in lacs)

Risk Management Policy

The Risk Management structure conforms to the requirements of Regulation 21 of Listing Regulations. An integrated risk management system identifies, monitors and manages Puncom’s risks. The Audit Committee of the Board provides the overall policy guidelines. The requirement of establishing Risk Management Committee is not applicable to our company. Hence, the committee was dissolved by the Board of Directors in their 186th Meeting held on 27th May, 2016. However, the Risk Management Policy is still in place and was amended to incorporate the provisions of SEBI Listing Regulations. Periodic reviews of Puncom’s Risk Management Policy are conducted and the Board monitors and manages Puncom’s risk management through quarterly risk reports to achieve above objectives.

Corporate Social Responsibility

As the Company is not covered under the provisions of section 135 of the Companies Act, 2013, hence the Company has not formed any Corporate Social Responsibility Committee to carry on CSR programs and activities.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations and subsequent government notification G.S.R. 463 (E) dated 5th June, 2015, however there is a system in place for evaluation of performance of the Board, its committees and individual directors.

The performance of all the directors except Independent Directors was evaluated by the Nomination and Remuneration Committee in their 1st Meeting held on 30th March, 2016 and the performance of Independent Directors was evaluated by the entire Board (except by the Director being evaluated) in their 186th Meeting held on 27th May, 2016.

Moreover, the Nomination and Remuneration Committee decided upon the exemption provided to Government Companies and decided to undertake evaluation of performance of members of Senior Management in their next meeting.

Change in the nature of business

During the year 2015-2016, there was no significant change in the nature of Business of the Company. The company only expanded its operations as per the amended Objects Clause of the Memorandum of Association of the Company.

Directors and Key Managerial Personnel

Following changes, in the constitution of Board of Directors and Key Managerial Personnel, took place during the period under review upto 12^th August, 2016.

Sh. Anirudh Tewari, IAS has been appointed as Additional Director in the Capacity of Chairman vide Resolution by Circulation dated 13^th May, 2015 in the place of Sh. D.P. Reddy, IAS w.e.f. 13^th May, 2015 on the Board of Puncom as per the Order of Govt. of Punjab vide Order No. 6/1/2015-IAS(3)/1146 dated 11^th May, 2015 and further nominated by Punjab Information and Communication Technology Corporation Ltd. vide their letter No. PICTC/SECTL/576 dated 13th May, 2015 appointing Sh. Anirudh Tewari, IAS as Additional Director in the Capacity of Chairman vide Resolution by Circulation dated 13th May, 2015 in the place of Sh. D.P. Reddy, IAS w.e.f. 13^th May, 2015. Further, the appointment of Sh. Anirudh Tewari, IAS as Director in the capacity of Chairperson of the Company was regularized in the 34th AGM of the Company held on 29th September, 2015.

CA. R.K. Nangia resigned from the Board of Puncom w.e.f. 2^nd July, 2015 owing to withdrawal of nomination by the holding company, i.e. Punjab Infotech.

Sh. Asish K Bhattacharyya resigned from the Board of Puncom w.e.f. 21^st September, 2015 owing to his academic commitments and professionally busy schedule.

Sh. R.K. Chaudhuri resigned from the board of Puncom w.e.f. 15th June, 2016 owing to withdrawal of nomination by the holding company, i.e. Punjab Infotech.

Further, Smt. Shruti Singh, IAS has been appointed as Additional Director in the capacity of Sr. Vice Chairperson w.e.f. 9th August, 2016. Punjab Information and Communication Technology Corporation Ltd. vide their letter No. PICT/SECTL/2043 dated 9th August, 2016 appointed Smt. Shruti Singh, IAS as Sr. Vice Chairperson-cum-Director. Further, Puncom vide Resolution by Circulation dated 11th August, 2016 formalized the above said appointment as Additional Director in the capacity of Sr. Vice Chairperson of Puncom.

Details of Puncom's Subsidiaries

Companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the financial year : NIL

Details of present Subsidiaries: Puncom has no material subsidiary. However, the Company has two subsidiaries namely M/s PCL Telecom Limited and M/s Punjab Digital Industrial Systems Limited and these subsidiaries have been ordered by the Hon’ble Punjab and Haryana High Court to be wound up on 20th October, 2005 and 20th February 2009, respectively. All the formalities in this regard for both the companies have been completed. The Hon’ble Court is yet to issue the dissolution order for them.

Deposits

The particulars with respect to Deposits under Section 73 of the Companies Act, 2013 are: NIL.

Details of significant and material orders passed

During the financial year under report, following significant order(s) was/were passed by Courts, Tribunals affecting the going concern status and operations in future of the company:

In the matter of Punjab Communications Limited v/s State of UP, an application under Order 9 Rule 13 of the Civil Procedure Code was filed by the State of UP for setting aside the order being ex-party, which was decided in favour of Puncom in all the Courts viz., Lower Court and High Court. However, an appeal was filed by the State of UP before the Hon’ble Supreme Court of India, where the decision of Punjab and Haryana High Court was reversed. The Company then filed a Review Petition in the Supreme Court which was again decided against the company on 21st April, 2015. The Company then filed a Curative Petition in the Supreme Court which was also decided against the company on 2nd September, 2015.

Presently, the company has filed a suit at Lower Court, Chandigarh against the State of UP through Special Secretary. The Company then filed an execution against the UP Cooperative Spinning Mills Federation Limited to Lucknow Court on 30th January, 2016. The Company then filed claim against the UP Cooperative Spinning Mills Federation Limited to the Official liquidator on 23rd May, 2016.

Disclosures relating to Remuneration of Directors and KMP:

A. Disclosure under Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

b) Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

c) Percentage increase in the median remuneration of employees in the financial year : 5.54%

d) Number of permanent employees on rolls of the Company : 230

e) 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 : NIL

f) affirmation that the remuneration is as per the remuneration policy of the company : Yes

B. Disclosure under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 & Companies (Particulars of Employees) Rules, 1975

The list of the top ten employees in terms of remuneration drawn is as follows:

Name(s) of every employee who have been paid annual remuneration of Rs. 1,02,00,000/- or above and a monthly remuneration of Rs. 8,50,000/- and above in case the employee worked for less than a year : NIL

Management Discussion and Analysis Report

The Management Discussion and analysis Report for the year under review as stipulated under the Listing Agreement with the Stock Exchange(s) and Regulation 34(2)(e) of Listing Regulations is appended as Annexure 3 and is an integral part of this report.

Corporate Governance Report

The Corporate Governance Report for the year under review as stipulated under the Listing Agreement with the Stock Exchange(s) and Schedule V of Listing Regulations is appended as Annexure 4 and is an integral part of this report.

Secretarial Audit Report

During the year, Secretarial Audit was carried out by M/s. S. K. Sikka & Associates, Company Secretaries, the Secretarial Auditors of the Company for the financial year 2015-16. The detailed report on the Secretarial Audit is appended as Annexure 5 to this Report. The Secretarial Auditors have also carried out an independent assessment of the compliance of Corporate Governance Code by the Company.

Sexual Harassment of Women at Workplace: Internal Committee

In compliance with the provisions of Section 21 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (’Act’) and Rules made thereunder, the Company has constituted Internal Complaints Committee (ICC). During the year, 1 complaint with allegations of sexual harassment was filed with the Company and the same on being investigated was found to be fake and case was closed after the enquiry. Moreover, 2 workshops or awareness programme against sexual harassment were carried out during the financial year under report.

Cautionary Statement

Certain statements in the Boards’ Report describing the Company’s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable laws, rules and regulations. Actual results might differ from those express or implied.

Important factors that could make a difference to the Company’s operations include labour and material availability, and prices, cyclical demand and pricing in the Company’s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

The Company is not under any obligation to publicly amend, modify or revise any such forward looking statements on the basis of any subsequent developments, information or events.

Acknowledgement

The Board places on record its gratitude to the BSNL, Punjab Energy Development Agency (PEDA), Department of Railways, Ministry of Defence, VSNL, MTNL, PGCIL, PSEB and other esteemed customers in India and abroad. The Board also places on record its gratitude to IndusInd Bank & Allahabad Bank for their keen interest in the affairs of the company, continuous help and co-operation for successful working of the Company. The Board also places on record its gratitude to the Punjab Information Communications and Technology Corporation Limited (PICTCL), the Holding Company, for its guidance and support.

The Board also places on record its appreciation for continuous support and amicable relations with various government authorities viz. MCA (ROC, Chandigarh), Income Tax Department, Sales Tax Department, Excise and Customs Department, Service Tax Department.

We are thankful for continuous support of our esteemed customers all through & also continuous support of shareholders, bankers and stakeholders, including the business associates as they reposed undoubting faith in the Company.

The Board also places on record its appreciation for the dedication, commitment and hard work of staff at all levels. The Board in particular acknowledges the co-operation of esteemed shareholders for their constant support and for the confidence reposed in the Management of the Company.

For and on behalf of the Board of Directors

Place : S.A.S. Nagar (ANIRUDH TEWARI)

Date : August 12, 2016 CHAIRMAN

List of Annexures to the Boards' Report

1) MGT 9

2) AOC 2

3) Management Discussion and Analysis Report

4) Corporate Governance Report

5) Secretarial Audit Report

6) Auditors’ Certificate on Corporate Governance