AFFLUENCE

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a.Industry structure and developments:

The company operates in the domain of egg powder and frozen egg manufacture and exports.

At present there are only few other companies that are active in this domain in India. Your Company has identified the new markets and increased its customer base and product range.

Your company has built a reputation over the years amongst its customer for quality products.

b. Opportunities

Due to several corrective measures taken by the management, company's products are in high demand both in domestic and international markets. This unique advantage is likely to result in bringing in more and more opportunities of added commercial advantage during the days ahead.

C .Threats

While international competition could pose a threat to company's future operations, your Directors' are confident of effectively countering the same by utilizing its past experience and skills.

D .Segment wise or product wise performance:

The company was operating in one predominant segment i.e. manufacture of standard egg powder and frozen egg. At present the company is involved in making specialized products in this segment.

e. Outlook:

Despite the severe working capital shortage, your directors have prioritized in improving its quality measures and have been successful in keeping its clients happy on the product quality front. The management looks to the future with optimism.

f. Risks and concerns:

• Due to the constant rise in raw material prices in the country in the recent past the cost of production is on an increasing trend.

•Rising man power costs is also a major concern the industry is facing.

•Severe shortage of working capital funds is again a concern for the industry. The company is successful in retaining its clients and convincing them to get better realization by catering with high quality products.

f. Internal control systems and their adequacy.

The company has got adequate internal control systems in place for the current level of operations of the company and your management would continue to strengthen this.

g.Discussion on financial performance with respect to operational performance.

The Company has drastically increased its profitability compared to earlier years.

h.Material developments in Human Resources/ Industrial Relations front, including number of people employed

The company has experienced, loyal professionals working in production, sales and administration. The company has got very good industrial relations and the employees and the management has very cordial relationship between them.

For Ovobel Foods Limited

Shanti Swarup Aggarwal

Managing Director

DIN:00322011

Swapan Kumar Majumder

Director

DIN:03178122

REPORT ON COrPRORATE GOVERNANCE

We, as a corporate, understand that the term 'Corporate Governance' is not just about balancing the interests of the many stakeholders in a company but also abiding by the principles of fairness and transparency which would in turn boost the brand and reputation of the Company. Accordingly, we always seek to ensure that our performance is driven by integrity.

1. BOARD OF DIRECTORS:

The Directors of the Company possess expertise in the fields of Manufacturing of Food Processing plants, Ice-Cream strategy, finance, legal and business operations. The Board provides strategic guidance, leadership and objective view to the Company's management while discharging its fiduciary duties and ensures that the management adheres to high standards of ethics, transparency and disclosures.

Note: i) Mr. Philip Jan Clement Maria Jozef Van Bosstraeten was appointed as an Additional Director with effect from 11th November, 2014 and was regularized as a Director of the Company at the Annual General Meeting of the Company held on 31st December, 2014

Mr. Narendra Haldawar was appointed as an Additional Director with effect from 31st December, 2014.

2. AUDIT COMMITTEE:

a. Composition, name of members and Chairperson

The Audit Committee is currently comprised with:

i.Mr. Swapan Kumar Majumder

ii.Mr. Satish Narayana Swamy

iii.Mr. Narendra Haldawar

3. NOMINATION AND REMUNERATION COMMITTEE:

a. Composition, name of members and Chairperson

The Nomination and Remuneration Committee is currently comprised with: i. Mr. Swapan Kumar Majumder

ii.Mr. Satish Narayana Swamy

iii.Mr. Narendra Haldawar

There were no Nomination and Remuneration Committee meetings held during the year.

4. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

i.Name of non-executive director heading the committee -Satish Narayana Swamy

ii.Name and designation of compliance officer -Sudhir Kulkarni

iii.Number of shareholders' complaints received so far -5

iv.Number not solved to the satisfaction of shareholders -0

v.Number of pending complaints -0

6. DISCLOSURES:

i.Disclosures on materially significant related party transactions that may have potential conflict with the interests of company at large. -Not Applicable

ii.Details of non-compliance by the company, penalties, and strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. -The Company was suspended from trading of its securities at the Bombay Stock Exchange from 07th January, 2002. However, the Company has applied for the revocation of suspension.

iii.Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee. -The Company has Whistle Blower Policy and the management affirms that that no personnel has been denied access to the audit committee.

iv.Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause -The Company has complied with all the mandatory requirements of this Clause. However, it has not adopted any of the non-mandatory requirements.

8. Means of communication:

i.Quarterly results -Newspapers and Website

ii.Newspapers wherein results normally published -Business Standard and Vijayavaani

iii.Any website, where displayed -www.ovobelfoods.com

iv.Whether it also displays official news releases -No

v.The presentations made to institutional investors or to the analysts -No

9. General Shareholder information:

AGM: Date, time and venue :

Date: 25th September, 2015;

Time: 10:00 A.M;

Venue: Vasudev Adigas Fast Food, 02nd Floor Party Hall, No.21/24, Next to Metro Trinity Station, M.G. Road, Bengaluru -560 001, Karnataka, India

Financial year:  2014-15

Date of Book closure : 18th September, 2015 to 25th September, 2015 (both days inclusive)

Dividend Payment Date -

Listing on Stock Exchanges : Listed (Suspended from trading)

Stock / Scrip Code:  530741

Market Price Data: High., Low during each month in last financial year: NA

Performance in comparison to broad-basedindices such as BSE Sensex, CRISIL index etc.: NA

Registrar and Transfer Agents:  Integrated Enterprises India Limited

Share Transfer System -

Distribution of shareholding -

Dematerialization of shares and liquidity -

Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity: NIL

Plant Locations : Malur, Kolar District

Address for correspondence Ground Floor, No.46 Old No.32/1, 3rd Cross, Aga Abbas Ali Road, Ulsoor, Bangalore -560042, Karnataka, India

Note 1Summary of Significant Accounting Policies

1Basis of preparation of financial statements

The financial statements of the company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The Company is a Non- Small and Medium size Company ("Non-SMC") as defined in the General Instructions of the Rules in respect of Accounting Standards notified. Accordingly, the Company has complied with the accounting standards as applicable to a Non-Small and Medium size Company. All amounts are stated in Indian Rupees, except as otherwise specified.

2Use of Estimates

The preparation of financial statements in conformity with general accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates.

3Tangible and Intangible Fixed Assets and depreciation

Fixed assets are stated at cost less accumulated depreciation. The Company capitalises all costs relating to the acquisition and installation of fixed assets.

Till the year ended 31 March 2014, Schedule XIV to the Companies Act, 1956, prescribed requirements concerning depreciation of fixed assets. From the current year, Schedule XIV has been replaced by Schedule II to the Companies Act, 2013. The applicability of Schedule II has resulted in the changes related to depreciation of fixed assets. Unless stated otherwise, the impact mentioned for the current year is likely to hold good for future years also.

Intangible assets are amortized over a period of 3 years.

Till year ended 31 March 2014, to comply with the requirements of Schedule XIV to the Companies Act, 1956, the company was charging 100% depreciation on assets costing less than 5,000/- in the year of purchase. However, Schedule II to the Companies Act 2013, applicable from the current year, does not recognize such practice. Hence, to comply with the requirement of Schedule II to the Companies Act, 2013, the company has changed its accounting policy for depreciations of assets costing less than 5,000/-. As per the revised policy, the company is depreciating such assets over their useful life as assessed by the management. The management has decided to apply the revised accounting policy prospectively from accounting periods commencing on or after 1 April 2014.

The change in accounting for depreciation of assets costing less than 5,000/- did not have any material impact on financial statements of the company for the current year.

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset's net selling price and value in use. In assessingvalue in use, the Company measures its 'value in use' on the basis of undiscounted cash flows of next five years projections estimated based on current prices.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

Assets under installation or under construction and the related advances as at the Balance Sheet date are shown as Capital Work in Progress.

4Inventories

Inventories are valued at cost or net realisable value whichever is less

5Investments

Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are valued at the lower of cost and fair value. Changes in the carrying amount of current investments are recognized in the Profit and Loss Account. Long-term investments are valued at cost, less any provision for diminution, other than temporary, in the value of such investments; decline, if any, is charged to the Profit and Loss Account. Cost comprises cost of acquisition and related expenses such as brokerage and stamp duties.

6Revenue Recognition

A.Sale of Products:

1.Export Sales

Revenue from the sale of products is recognised at the point of bill of lading of goods at the customs port.

2.Domestic Sales

Revenue from the sale of product is recognized at the point of dispatch of goods from the factory/warehouse of the company.

B.Sale of Export license:

Revenue from sales of export license is recognized as & when licenses are sold to third party.

C.Interest Income:

Interest Income is recognised using time-proportion method, based on rates implicit in the transactions.

D.Dividend Income:

Dividend Income is recognised when the company's right to receive the same has been established.

7Expenditure

A provision is recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. The Estimates towards warranty claims made against the company is on a technical basis.

8 Foreign Currency Transactions

Sales made to Overseas Clients and collections deposited in bank accounts are recorded at the exchange rates prevailing on the date of the respective transactions. Expenditure in foreign currency is accounted at the exchange rate prevailing on the date on which such expenditure is incurred. Exchange differences are recorded when the amount actually received on sales or actually paid when expenditure incurred is converted into Indian Rupees. The exchange difference arising on Foreign Currency transactions are recognized as income/ expense during the period in which they arise.

Monetary Current Assets and Monetary Current Liabilities denominated in foreign currency are translated at the exchange rate prevailing at the date of the Balance Sheet. The resulting difference is also recorded in the Statement of Profit & Loss Account.

9 Cash Flow

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the Company are segregated.

10Sales Commission

Sales Commission payable is provided as and when the revenue from such sales is accounted.

11Earnings Per Share

In determining Earnings Per Share the company considers the net profit after tax and includes the post effect of any extra-ordinary items. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year.

12Retirement Benefits

Retirement benefit costs for the year are determined on the following basis:

1.All employees are covered under contributory provident fund benefit of a contribution of 12% of salary and certain allowances. It is a defined contribution scheme and the contributions are charged to Profit and Loss Account of the year when the contributions to such fund is due. There is no obligation other than the contributions payable to the respective fund.

2.            Accrual for gratuity is made on the basis of a year-end actuarial valuation in pursuance of the Company's leave encashment policy. The liability as at the Balance sheet date is provided for based on the actuarial valuation in accordance with the requirements of revised AS 15 at the end of the year.

3.Accrual for leave encashment benefit is made on the basis of a year-end actuarial valuation in pursuance of the Company's leave encashment policy. The liability as at the Balance sheet date is provided for based on the actuarial valuation in accordance with the requirements of revised AS 15 at the end of the year.

13Segment reporting Identification of segments

The company's operating businesses are organized and managed according to the geographical locations of the customers.

14Accounting for Tax on Income

Current tax is determined based on the amount of tax payable in respect of taxable income for the year. Deferred tax is recognized on timing differences: being the difference between the taxable incomes and accounting income that originate in one year and are capable of reversal in one or more subsequent years. Deferred tax assets and liabilities have been enacted or substantively enacted by the Balance sheet date. Deferred tax assets arising on account of unabsorbed depreciation or carry forward of tax losses are recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realized.

15Contingent Liabilities & Provisions

In terms of the requirements of the Accounting Standard 29 (AS 29) on "Provisions, Contingent Liabilities and Contingent Assets" notified by Companies (Accounting Standards) Rules, 2006:

•where, as a result of past events, there is a present obligation that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation- an appropriate provision is created and disclosed;

•where, as a result of past events, there is a possible obligation that may, but probably will not require an outflow of resources- no provision is recognized but appropriate disclosure made as contingent liabilities unless the possibility of outflow is remote.

Note 2Derivative Instruments & Unhedged Currency Exposure

a.There are no Derivative Outstanding as at Balance sheet date.

b.The Company has outstanding foreign currency exposure amounting to 19,46,020 USD & 1,15,348 USD towards export sales & vendor payments.

Note 3Capital and other commitments

There are no capital and other commitments as on Balance Sheet date. Note 34

Contingent Liabilities

There were no contingent liabilities as on Balance Sheet date.

Note4Employees Stock Option Plan

There were no stock option plan as on Balance Sheet date. Note 36

5.Previous year figures

Previous year figures have been regrouped and reclassified to match with current year classification.

As per our report of even date

for Guru & Jana               

Chartered Accountants

Firm Registration No.006826S

K.L Prashanth

Partner

Membership No.213066

for and on behalf of the Board of Directors

Shanti Swarup Aggarwal

Managing Director DIN:00322011

Swapan Kumar Majumder

Director DIN:03178122

Sudhir Kulkarni

Chief Financial Officer

Sutheja K.J

Company Secretary

Place : Bangalore

Date : 30/05/2015

DIRECTORS' REPORT

To,

Dear Members,

High Street Filatex Limited

1. Your Directors have immense pleasure in presenting the 21st Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the year ended on March 31, 2015.

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

During the year under review, there has been significant improvement in the performance of the Company as compared with the previous year. Our revenue from operations has been increased from Rs. 10.75 Lacs to Rs. 122.26 Lacs, at a tremendous growth as compared to the previous year. Consequent to this, the net profit after tax from operations during the year under review was Rs. 8.28 Lacs as against net loss of Rs. 1.35 Lacs in the previous year.

Management is planning to establish new project with the object of attainment of better future & growth. Consequent to such establishment, innovative knitting products will be developed and launched and wide new range of socks for all type of age groups, wrist bands and headbands will be produced.

3. DIVIDEND

Following the conservative approach to retain profits, your Directors did not recommend payment of any dividend for the Financial Year 2014-15.

4. AMOUNTS TRANSFERRED TO RESERVES

The Profit received after Taxation i.e. Rs. 8.28 Lac had been fully transferred to reserves.

5. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 containing details as on the financial year ended 31st March, 2015 as required under Section 92 (3) of the Companies Act, 2013, read with The Companies (Management and Administration) Rules 2014 in the prescribed format is appended as "Annexure- 1" to the Board's Report.

6. NUMBER OF BOARD MEETINGS

Board meetings are conducted in accordance with the provisions of Listing Agreement and the Companies Act, 2013 read with Articles of Association of the Company. The Board meets at regular intervals to discuss and decide on business strategies/policy and review the financial performance of the Company. The Board/ committee meetings are pre-scheduled and a tentative annual calendar of the Board/ committee meetings is circulated to the Directors well in advance to facilitate the Directors or members to plan their schedules and to ensure meaningful participation in the meetings. In case of Business exigencies the Board's approval is taken through circular resolution which is noted and confirmed at the subsequent Board meeting.

The Board meets at least once in a quarter to review the quarterly performance and the financial results of the Company. Notice of each Board Meeting is given well in advance in writing to all the Directors. The agenda along with relevant notes and other material information are sent in advance separately to each Director. The Agenda along with the relevant notes and other material information is circulated a week prior to the date of the meeting. This ensures timely and informed decisions by the Board. During the Financial Year, every Board Meeting was conducted in accordance with the relevant provisions applicable, viz:

The Chief Financial Officer of the Company is invited to attend all the Board Meetings. Other senior managerial personnel are called as and when necessary to provide additional inputs for the items being discussed by the board.

• The Whole-time Director and the Chief Financial Officer of the Company make the presentation on the quarterly and annual operating & financial performance of the Company, operational health & safety and other business issues.

• The draft of the minutes prepared by Company Secretary is circulated among the Directors for their comment/suggestion and finally after incorporating their views, final minutes are recorded in the books within 30 days of meeting.

• Post meeting, important decisions taken are communicated to the concerned officials and department for the effective implementation of the same.

The Board of Directors met to discuss and decide on Company's business policy and strength apart from other normal Board business. During the year 2014-2015.7 (Seven) meetings of Board of Directors were held with a maximum time gap of not more than 120 days between any two meetings.

7. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE COMPANY U/S 186

During the financial year under review, there were no loans given, neither any investments were made by the Company nor any securities were provided by the Company.

8. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

Particulars of Contract or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 as prescribed in form AOC-2, is appended as "Annexure-2" of the Board's Report.

9. 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 which occurred between the end of the financial year to which this financial statements relate and the date of this Report.

10. RISK MANAGEMENT POLICY

Your Company has set out an elaborate Risk Management procedure which comprises of three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

During the year, your Company has formulated the "Risk Management Policy" in accordance with the requirements of Listing Agreement to monitor the risks and their mitigating actions.

11. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Board has appointed M/s N.Bhandari & Co., Chartered Accountants, Jaipur, as the Statutory Auditor of the Company for the F.Y. 2014-15 which directly reports to the Audit Committee of the Company.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Board conducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism and decision making processes to be followed.

A) APPOINTMENT OF COMPLIANCE OFFICER:

The Board of Directors in its meeting held on the 14th Day of February, 2015 has approved the appointment of CS Nidhi Khandelwal as Compliance Officer of the Company in place of Mr. Bhagwan Singh, Whole-time Director with immediate effect.

B) RETIRE BY ROTATION:

In accordance with the applicable provisions of the Companies Act, 2013 and the Article 89 of Articles of Association of the Company, Ms. Sabita Roy, Director will retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers herself for re-appointment.

Directors recommend her re-appointment.

The brief profile of the Director being appointed/re-appointed at the ensuing Annual General Meeting forms part of notice of the ensuing Annual General Meeting.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet all the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

13. PUBLIC DEPOSITS

The Company has not accepted any Public Deposits within the meaning of Section 73 to 76 of the Companies Act, 2013read with the Companies (Acceptance of Deposits) Rules, 2014.

14. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information related to conservation of energy, as required under Section 134 (3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and forms part of this report as Annexure No.-3.

Foreign Exchange earnings and outgo is reported to be NIL during the financial year.

15. AUDITORS & AUDITORS' REPORT

M/s. N. Bhandari & Co., Chartered Accountants, Jaipur (Firm Registration Number: 03185C) were re-appointed as Statutory Auditors of the Company, at the last Annual General Meeting held on 15th September, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. Therefore, being eligible, the Board of Directors have offered for the ratification of their appointment to the Shareholders.

As required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained a written certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of under Section 141 of Companies Act, 2013. The observations made by the Auditors are self explanatory and have been dealt with in Independent Auditors Report & its Annexure forming part of this Annual Report and hence do not require any further clarification.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

16. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the Section 204 of The Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company shall annex with its Board's Report, a Secretarial Audit Report which shall be issued from the financial year 2014­15 onwards which is to be given by a Company Secretary in practice.

In compliance with the aforesaid requirements, the Company has also undertaken Secretarial Audit for the year 2014-15 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999. The Secretarial Audit Report obtained from M/s V.M. & Associates, Company Secretaries, Jaipur is part of this Annual Report as "Annexure- 4".

The Secretarial Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

Pursuant to Provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. the Board has -appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2014-15.

17. INTERNAL AUDITOR

Pursuant to the Section 204 of The Companies Act, 2013 read withCompanies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In compliance with the aforesaid requirements, the Company has appointed CA Padmini Palod to conduct the Internal Audit of the Company for the Financial Year 2014-15.

The Internal Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board re-appointed CA Padmini Palod, Chartered Accountant, Jaipur as Internal Auditor of the Company to carry out Internal audit of the Company for the financial year 2015-16.

18. DELISTING OF SECURITIES FROM JAIPUR STOCK EXCHANGE

Securities of your company were also listed on Jaipur Stock Exchange but due to De-Recognition of Jaipur Stock Exchange, the equity of Company gets automatically delisted from Jaipur Stock Exchange vide their letter dated 17th March, 2015 with immediate effect.

The aforesaid statement is made in compliance with Clause 7 of SEBI (Delisting of Equity Shares) Regulations, 2009.

Furthermore, we have also applied for delisting of equity shares from Calcutta Stock Exchange Limited. Presently, the application is under review at the stock exchange.

19. PARTICULARS OF EMPLOYEES

a) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

b) The information in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as "Annexure- 5 " to the Board's report.

20. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANYALISIS REPORT

Pursuant to SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, compliance with the provisions of Clause 49 is not mandatory for the time being for Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year.

Since our Company falls in the ambit of aforesaid exemption; hence compliance with the provisions of Clause 49 of the Listing Agreement is not mandatory for our Company. Consequently our Company is not required to provide separate section on Corporate Governance and Management's Discussion and Analysis Report.

However, our Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

21. LISTING ON STOCK EXCHANGES

The Securities of your Company are listed at BSE Limited and the Calcutta Stock Exchange Limited. The Company has been generally regular in complying with the provisions of the Listing Agreement. Also the Listing fees of all the Stock Exchange in which the Company is listed has been duly paid upto F.Y. 2015-2016.

Note: During the year as stated elsewhere in the report, the Company's shares have been delisted from the Jaipur Stock Exchange Limited and delisting application of Calcutta Stock Exchange Limited is under review.

22. NOMINATION AND REMUNERATION POLICY

The current policy is to have an appropriate mix of executive and independent Directors to maintain the independence of the Board and separate its function of governance and management. As on 31st March, 2015, the Board consist of 5 Directors, two of whom are executive and rest 3 are independent Directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors' appointment and remuneration, including criteria for determining including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub Section(3) of Section 178 of Companies Act, 2013, adopted by the Board, is appended as "Annexure-6" to the Board's Report. We affirm that the remuneration paid to the directors as per the terms laid out in nomination and remuneration policy of the Company.

23. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors, Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Director shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

24. COMMITTEES OF BOARD

Under the aegis of Board of Directors, several committees have been constituted which have been delegated powers for different functional areas. The Board Committees are formed with approval of the Board and function under their respective charters. These Board committees play an important role in overall management of day to day affairs and governance of the Company. The Board committees meet at regular intervals, takes necessary steps to perform its duties entrusted by the Board. To ensure good governance, Minutes of the meetings are placed before the Board for their review.

Currently, the Board of the Company has three committees and one mechanism namely:

I. Audit Committee

II. Stakeholders Relationship Committee

III. Nomination and Remuneration Committee

IV. Vigil Mechanism

These are briefly enumerated as under:

I. Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Board of Directors of every listed Company shall constitute an Audit committee, which shall consist of minimum of three Directors with Independent Directors forming majority.

The Audit Committee of the Board of Directors ("the Audit Committee") is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process. The composition, quorum, powers, role, scope, etc. are reconstituted wherever necessary in accordance with the Companies Act, 2013 and Listing Agreement.

a.) Composition:

The Audit Committee comprises of three Directors, all of whom are Non-Executive Independent Directors. All the members of Audit Committee are financially literate and bring in expertise in the fields of finance, taxation, economics, risk and international finance. Mr. Rajdeep Ghiya, Non Executive Independent Director is the Chairman of the Committee. The Audit Committee seeks to ensure both corporate governance and provides assistance to the Board of Directors in fulfilling the Board's overall responsibilities.

b.) Terms of Reference-

The terms of reference of the Audit Committee are in accordance with Section 177 of the Companies Act, 2013 and are as follows:

• Overview of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements reflect a true and fair position as well as to ensure that correct, sufficient and credible information are disclosed.

• Recommending to the Board the appointment, re-appointment and replacement /removal of statutory auditor and fixation of audit fee and payment of any other service.

• Approval of the payment to Statutory Auditors for any other services rendered by them.

• Reviewing with Management, the annual financial statements before submission to the Board for approval, focusing primarily on:

• Matters required to be included in the Directors' Responsibility Statement included in the report of the Board of Directors.

• Any changes in accounting policies and practices thereof and reasons for the same.

• Major accounting entries involving estimates based on the exercise of judgment by management.

• Significant adjustments made in the financial statements arising out of Audit findings.

• Compliance with Stock Exchange and other legal requirements concerning financial statements.

• Disclosure of related party transactions.

• The going concern assumption and compliance with Accounting Standards.

• Qualifications in draft audit report.

Powers of Audit Committee:

• To investigate any activity within its terms of reference.

• To seek information from any employee.

• To obtain outside legal and professional advice.

c) Audit Committee Meetings and Attendance-

During the Financial Year 2014-2015, 4(Four) meetings of the Audit Committee were held. The necessary quorum was present in all the meetings. The Audit Committee Meetings are usually held at the registered office of the Company.

d.) The Audit Committee invites such of the executives as it considers appropriate i.e. the head of the finance (CFO), representatives of the Statutory Auditors, etc. to attend the Committee’s meetings.

The Company Secretary of the Company acts as the Secretary to the Audit Committee

II. Stakeholders' Relationship Committee:

The Board has re-constituted and renamed Shareholders' / Investors' Grievance Committee (SIG) as Stakeholders Relationship Committee in accordance with the provisions of the Companies Act, 2013. Pursuant to the provisions of Section 178 of the Companies Act, 2013 and, the Board of Directors of the Company which consists of more than one thousand shareholders, shall constitute a Stakeholders Relationship Committee which consists of Chairperson who is non-executive Director and other members as may be decided by the Board.

The terms of reference of SIG Committee were conferred on the Stakeholders Relationship Committee and consequently, the SIG Committee was dissolved.

This committee overlooks the performance of the Registrar and Share Transfer Agent and to recommend measures for overall improvement in the Quality of Investor services. The Company has always valued its customer relationships.

a.) Terms of reference of the Stakeholders' Relationship Committee are broadly as under-

The Stakeholders' Relationship Committee specifically looks into various issues of the Shareholders such as registration of transfer of shares, issue of share certificates, redressal of shareholders' complaints, credit of shares into Demat Account, facilitation of better investor services etc. The committee has been delegated by the Board to approve transfer / transmission of shares and to deal with all the matters related thereto.

b.) Meetings

In order to expedite the working of the committee, the members of the committee meet regularly as and when it is required. During the year 2014-15, 21 (Twenty One) meetings of the committee were held. Dates of the Meetings are:

c.) Details of Complaints:

• No. of Complaints received and solved during the year-Q1- 1, Q2- Nil, Q3- 1, Q4- Nil

• No pending complaints were there as on March 31, 2015.

e.) Mr. Devendra Kumar Palod acts as the Chairman of the Stakeholders' Relationship Committee. Company Secretary of the Company acts as the Secretary of the Committee.

III. Nomination and Remuneration Committee-

The Remuneration Committee is re-constituted and renamed as Nomination and Remuneration Committee in line with the provisions of Section 178 of the Companies Act, 2013. Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of every listed Company shall constitute a Nomination and Remuneration Committee which shall consist of three or more non-executive Directors out of which not less than one half shall be Independent Directors.

• Composition:-

The Nomination and Remuneration Committee has been constituted in order to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders.

The Remuneration Committee presently comprises of three members viz. Mr. Rajneesh Chindalia, Mr. Devendra Kumar Palod and Mr. Rajdeep Ghiya. Mr. Rajneesh Chindalia is the Chairman of the Committee.

Terms of Reference-

The function of the Committee includes recommendation of remuneration, promotions, increments etc. for the Executives to the Board of Directors for approval. The Committee is constituted with a view to-

• Determine the remuneration policy of the Company; service agreements and other employment conditions of Whole-time Director(s) and senior management.

• Review the performance of the employees and their compensation;

• The Committee has the mandate to recommend the size and composition of the Board, establish procedures for the nomination process, and recommend candidates for selection to the Board/ nominate Whole-time Director(s); and

• Such other matters as the Board may from time to time request the Nomination and Remuneration Committee to examine and recommend/approve.

Meetings - During the Financial Year 2014-15, 3(Three) meetings were held

28th May, 2014 14th August, 2014 14th February, 2015

Non-executive Independent Directors shareholding as on 31st

March 2015:

IV. VIGIL MECHANISM

As per Section 177 of the Companies Act 2013, it is necessary to establish a Vigil Mechanism for their Directors and Employees to report their grievances by every listed Company.

Your company has established a Vigil Mechanism, the details of Vigilance Officer is as under:

Name: MR. RAJDEEP GHIYA (Non Executive Independent Director)

Email: highstreet.filatex@gmail.com  

25. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 and section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your Directors confirm that:

i) in the preparation of annual accounts for the financial year 2014-15, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures, if any;

ii) they 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 the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) they 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 annual accounts have been prepared on a going concern basis.

v. they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

vi they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

26. ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to all the business associates, its management, statutory authorities, Stock Exchanges and to the Investors/ Shareholders for the confidence reposed in the Company and supporting the Company during all crucial and critical issues through their kind cooperation. The Directors also convey their deep sense of appreciation for the committed services by the employees at all levels for their enormous personal efforts as well as collective contribution to the Company.

For and on Behalf of the Board of Directors

Sd/- Bhagwan Singh

(Chairman)

DIN: 02305246

Date: 10.08.2015

Place: Jaipur