AFFLUENCE

DIRECTORS REPORT

We are presenting the 34th Annual Report with Audited Statements of Accounts for the year ended 31st March 2015.

COMPANY PERFORMANCE:

Your Company posted good financial results during the year under review. Turnover of the company has increased from Rs. 6,88,153/- to Rs. 35,17,285/- and Net Profits from Rs. 37,672/- to Rs. 1,63,435/-

CAPITAL OF THE COMPANY:

The Authorized Share Capital of the Company was increased from Rs. 1,01,00,000/- (10,10,000 equity shares of Rs.l0/-each) to Rs. 3,25,00,000/- (32,50,000 equity shares of Rs 10/- each.)

CHANGE OF REGISTERED OFFICE OF THE COMPANY:

The Company has changed its registered office from 2, Ganesh Chandra Avenue, 9th Floor, R. No.l, P.O. Dharamtala, P. S. - Bow Bazar, Calcutta - 700 013 to 2nd FR, Flat-211, 31/1, Chhatawallah Galli, Kolkata - 700 012 with effect from 31st March, 2015.

LISTING:

The equity shares are listed on Metropolitan Stock Exchange of India Limited (30.12.2014), Calcutta Stock Exchange Limited and Delhi Stock Exchange Limited - being De-recognized by SEBI

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES/COURTS:

There are no significant and material orders passed by the Regulatory authorities or Courts which effect the nature of the business of the company.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

STATUTORY AUDITORS:

M/s. U.K. Goenka & Co., Statutory Auditors of the company have indicated their unwillingness and requested not to be considered for reappointment at the conclusion of their present term of appointment at this Annual General Meeting of the Company.

The same has been accepted by the Audit Committee and Board of Directors of the Company in their respective meetings held on 08.08.2015.

In view of above, the Board of Directors of the Company on the recommendation of Audit Committee have appointed M/s. P. Murali & Co., (FRN: 007257S) as Statutory Auditors of the Company, subject to the approval of the members of the Company at this Annual General Meeting; M/s. P. Murali & Co., being eligible, have indicated their willingness to serve as Statutory Auditors of the Company. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a Written Consent from them to their appointment and a Certificate to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the appointment of M/s. P. Murali & Co., (FRN: 007257S)., Chartered Accountants as the statutory auditors of the Company from the conclusion of this 34th Annual General Meeting to the conclusion of 39 Annual General Meeting to be held in the year 2020 at a remuneration to be decided by the Board of Directors in consultation with the Auditors.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS - EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities:

1. Preferential Allotment of Shares:

The Company has allotted 20,00,000 equity shares to Others on Preferential basis during the year i.e., 17,00,000 equity shares on 16.02.2015 and3,00,000 equity shares on 31.03.2015 and has complied with SEBI (ICDR) Regulations, Companies Act, 2013 and Listing agreement entered with MSEI Ltd and CSE Ltd.

2. Issue of shares with differential rights: NA

3. Issue of shares under employee' s stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Issue of sweat equity share: NA

INTERNAL CONTROLS SYSTEMS AND ADEQUACY:

The Company' s organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Pavan Kankani (P K & Associates, Practicing Company Secretaries) (Membership No. F-7432, CP No. 7643), to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report in Form MR 3 is annexed herewith as "Annexure I" to this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure n" to this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

As per the SEBI Circular CIR/CFD/POUCYCELL/7/2014 dated 15th September, 2014, the Paid Up Capital of the Company is less than Rs. 10 Crores and Net worth being less than Rs. 25 Crores, Corporate Governance and its report is Not Applicable to the Company.

QUALIFICATIONS IN AUDIT REPORTS:

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

(a) Explanation Regarding Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor' s Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Explanation Regarding Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, the disclosures required to be are not applicable.

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

DIVIDEND:

The Company in its revival proposes no dividend for the year.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARIES:

The Company does not have any subsidiary.

PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

RELATED PARTY TRANSACTIONS:

During the year, the Company has not entered any materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company.

BOARD MEETINGS:

The Board of Directors duly met 7 (Seven) times in the FY 2014-2015 on 30.05.2014, 30.07.2014, 30.10.2014, 08.12.2014, 11.02.2015, 18.02.2015 and 31.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Mr. Ajay Maheswari was re-designated as Whole-time Director (WTD) and Chief Financial Officer (CFO) of the Company w.e.f 31.03.2015.

Mr. Mohan Rao Bhousle was appointed as Whole-time Director of the company w.e.f 08.12.2014 During the year, Mr. Abhishek Shukla was appointed as Additional Director w.e.f 08.12.2014 and Ms. Farah Khatoon was induced as Additional Director w.e.f. 31.03.2015.

BRIEF DETAILS OF THE DIRECTORS ON THE BOARD:

1. MR. AJAY MAHESWARI - WHOLE - Time Director CUM CFO (PROMOTER - EXECUTIVE)

Mr. Ajay Maheswari, aged about 46 years, has completed with graduation in Bachelors of Commerce and being the core promoter and board member of the company since 1996 has driven the business through a significant period of change, leading towards profit making organization along with investors satisfaction. He has been into the business for more than 2 decades with rich experience.

2. MR. UMESH KUMAR GUPTA - INDEPENDENT, NON-EXECUTIVE DIRECTOR

Mr. Umesh Kumar Gupta, aged about 51 years has been associated with company for more than 10 years and under the current role of the company looks after the growth and long-term strategies of the company and also looks after the Marketing and Purchase departments.

3. MR. SATISH KUMAR AGARWAL - INDEPENDENT, NON-EXECUTIVE DIRECTOR

Mr. Satish Kumar Agarwal, aged about 56 years is associated with the company since 2007 and having over 25 years of rich experience in the field of agriculture and agro-industries. He is looking after the marketing and accounts & financial aspects of the company.

4. MR. MOHAN RAO BHOUSLE- WHOLE - TIME DIRECTOR (PROFESSIOANL EXECUTIVE)

Mr. Mohan Rao Bhousle, aged about 35 years has done his graduation and has experience in various fields of Infra ventures and Industrial areas and looks after the administration and compliance related aspects of the company.

5. MR. ABHISHEK SHUKLA - INDEPENDENT, NON-EXECUTIVE DIRECTOR

Mr. Abhishek Shukla, aged about 34 years has completed his graduation and is a qualified Member of Institute of Company Secretaries of India. His advanced and innovative ideas pursuance with the technology has served the industry for more than 7-8 years.

6. MS. FARAH KHATOON - INDEPENDENT, NON-EXECUTIVE DIRECTOR

Ms. Farah Khatoon aged about 23 years has completed her Graduation. Being of very young age - she possess variable ideas relating to the new trends in the market for the development in the business economy.

POUCY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS NDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(H)(B) of the Equity Listing Agreement.

3. Policy:

3.1. Qualifications and criteria:

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company' s operations.

3.1.2 In evaluating the suitability of individual Board member the Committee may take into account factors, such as:

> General understanding of the company' s business dynamics, global business and social perspective;

> Educational and professional background

> Standing in the profession;

> Personal and professional ethics, integrity and values;

> Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

> shall possess a Director Identification Number;

> shall not b disqualified under the companies Act, 2013;

> shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

> shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

> shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

> Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company' s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence, as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee directora.

Who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoter of the company or its holding, subsidiary or associate company;

(ii) Who is not related to promoters or directors the company its holding, subsidiary or associate company

c. Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or director, during the two immediately preceding financial year or during the current financial year;

d. None of whose relative has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial year or during the current finance year;

e. Who, neither himself nor any of his relative-

(i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate company in any of the three finance years immediately preceding the finance year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the three finance year immediately preceding the finance year in which he is proposed to be appointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding subsidiary or associate company amounting to ten per cent or more of the gross turnover of more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipt from the company any of its promoters, directors or its holding subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the company. f. Shall possess appropriate skills experience and knowledge in one or more field of finance , law management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this disciplines related to the company' s business.

g. Shall possess such other qualifications as may be prescribed from time to time, under the companies Act, 2013.

h. Who is not less than 21 years of age.

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies A ct, 2013.

3.3 other directorships/ committee memberships.

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The HRNR Committee shall take into account the nature of, and the time involved in a director service on other Boar Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an indecent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder' s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

REMUNERATION POUCY FOR DIRECTORS. KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means directors appointed to the Board of the company.

2.2 "Key Managerial Personnel" means

(i) The Chief Executive Office or the Managing Director or the Manager;

(ii) The Company Secretary;

(iii) The Whole-Time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the Companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in v accordance with the provisions of section 178 of the companies Act( 2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Human Resources, Nomination and Remuneration (HRNR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the HRNR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the HRNR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the HRNR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received a declaration from Mr. Satish Kumar Agarwal, Mr. Umesh Kumar Gupta, Mr. Abhishek Shukla and Ms. Farah Khatoon - Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

The specimen declarations from 4 Independent Directors are attached as "Annexure III" to this report.

AUDIT COMMITTEE:

L The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II. The terms of reference of the Audit Committee include a review of the following:

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

• Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

• Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern

Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

• Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

• Reviewing the compan/ s financial and risk management' s policies.

• Disclosure of contingent liabilities.

• Reviewing with management, external and internal auditors, the adequacy of internal control systems.

• Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow-up thereon.

• Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

• Reviewing compliances as regards the Company' s Whistle Blower Policy.

HI. The previous Annual General Meeting of the Company was held on 3dh September, 2014 at 11.00 a.m. at 2, Ganesh Chandra Avenue, 9th Floor, Room No. 1, P.O. Dharamatala, PS. Bow Bazar, Kolkata - 700 013 and Chairman of the Audit Committee, attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the FY 2014-2015, (4) four meetings of the Audit Committee were held on the 30.05.2014, 30.07.2014, 30.10.2014 and 11.02.2015.

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

• To take into account the financial position of the Company, trend in the industry, appointee' s qualification, experience, past performance, past remuneration etc.

• To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company -apd the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit. The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc. Remuneration is paid to Mr. Mohan Rao Bhous/e, Whole-time Director (Rs.10,000/- p.m.) from December, 2014 to March, 2015 (FY 14-15)

Powers

The Committee has been delegated with the following powers:

• To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

• To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

• Consolidate and sub-division of share certificates etc.

• To redress, approve and dispose off any, other complaints, transactions and requests etc, received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in the case of shares held in physical form. The Company has designated an exclusive e-mail ID shalimaragenciesltd@gmail.com for Complaints / Grievances

Role and Responsibilities:

> Framing of Risk Management Ptan and Policy

> Overseeing implementation of Risk Management Plan and Policy

> Monitoring of Risk Management Plan and Policy

> Validating the process of risk management

> Validating the procedure for Risk minimization.

> Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

> Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.

FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made there under, the Independent Directors of the company had a meeting on 31/03/2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of Non-Independent directors. The company has 2 (Two) Non-independent Director - Mr. Mohan Rao Bhousle and Mr. Ajay Maheshwari.

The meeting recognized the significant contribution made by Mr. Mohan Rao Bhousle and Mr. Ajay Maheswari, Non-independent Directors in the shaping up of the company and putting the company on accelerated growth path. He devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

• Preparedness and Attendance for Board/Committee meetings

• Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

Mr. Mohan Rao Bhousle, Chairman of the company has performed exceptionally well by attending board meetings regularly, by taking active participation in the discussion of the agenda and by providing required guidance from time to time to the company for its growth etc. It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. There is no case of sexual harassment reported during the year under review.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mis management, if any in the Group pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The details of the Policy are posted on the website: www.shalimaragencieslimited.com

RISK MANAGEMENT:

Your Company follows a comprehensive system of Risk Management and a committee being formed for its governance. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

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

The required information as per Sec. 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the

;; Companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

Your Company' s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings NIL

Foreign Exchange Outgo NIL

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014-15 and of the profit or loss of the Company for that period;

iii) Proper and sufficient care has been taken 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) The annual accounts for the year 2014-15 have been prepared on a going concern basis.

v) That proper internal financial control was in place and that the financial controls were adequate and were operating effectively.

vi) That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, NSDL, CDSL, RTA, Auditors and other Regulatory Bodies.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on Behalf of the Board

Shalimar Agencies Limited

Sd/- Mohan Rao Bhousle

Whole-time Director (DIN: 02935973)

Place: Kolkata

Date: 01.09.2015 2