Javeri Fiscal Services Ltd.

NOTICE is hereby given that the Twenty second Annual General Meeting of the shareholders of the Company will be held at Plot No. 93-B, DLF Industrial Estate, Phase-I, Faridabad onWednesday, the 30th day of September, 2015 at 11.00 a.m. to transact the following business:

1.To consider and adopt the audited Balance Sheet as at 31st March, 2015 and the Profit and Loss Account of the Company as on that date together with the Reports of Directors and Auditors thereon.

2. To appoint a Director in place of Sh. Madhur Jain, who retires by rotation and being eligible offers himself for re-appointment. .

3. To appoint M/s. Sudhir Chaudhary and Associates, Chartered Accountants (Registration No. 015222N), as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the Annual General Meeting for the financial year 2016-17 and to fix their remuneration.

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Smt Shikha Jain (DIN 03457584), who was appointed as an additional Director of the Company with effect from March 25, 2015 be and is hereby appointed as a Director of the Company liable to retire by rotation.

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and Articles of Association, approval of the Company be and is hereby accorded for Smt. Shikha Jain to be appointed as Whole Time Director of the Company for a period of five years with effect from March 25, 2015 at a remuneration as follows:

I. Basic Salary	:	Upto Rs. 65,000/- per month as may be determined by the Board of Directors or any Committee of the Board or any person authorised by the Board or any Committee of the Board from time to time.
II. Perquisites/Allowances		Perquisites shall be allowed in addition to salary.
i. Special Allowance	:	Upto Rs. 65,000/- per month as may be decided by the Board of Directors or any Committee of the Board or any person authorised by the Board or any Committee of the Board from time to time.
ii. Leased accommodation or HRA in lieu thereof and reimbursement of expenditure or allowance in respect of medical expenses and leave travel concession incurred for self and family, soft furnishing, maintenance of furniture and fixtures etc., ex-gratia and education allowance and any other perquisites or allowances etc.	:	In accordance with the rules of the Company.
In addition to above perquisites/allowances, Smt. Shikha Jain shall also be entitled to following benefits:
iii. Other entitlements	:	a) Contribution to Provident Fund and Superannuation Fund or Annuity Fund - Contribution to Provident Fund and Superannuation Fund or Annuity Fund to the extent, these either singly or put together are not taxable under the Income Tax Act, 1961, and shall be subject to maximum amount as may be permitted under the Company's rules. b) Gratuity - Gratuity payable shall not exceed half a month's salary for each completed year of service and shall be subject to maximum amount as may be permitted under the Gratuity Act. c) Car and Telephone - Provision of car for use on Company's business and telephone at residence will not be considered as perquisites. Personal long distance calls on telephone and use of car for private purpose shall be billed by the Company to Smt. Shikha Jain
III. Performance linked Incentive		Such amounts or percentage of net profits as may be decided by the Board of Directors or any Committee of the Board or any person authorized by the Board or any Committee of the Board from time to time.
IV Functions		Subject to the direction, control and superintendence of the Board of Directors, Smt Shikha Jain shall have the overall responsibility for looking after the day to day management of the Company.
V Termination		The appointment of Smt. Shikha Jain as Whole Time Director may be terminated by either party giving to the other three calendar months notice in writing.

A. The aggregate of the Salary, Perquisites/Allowances and other entitlements shall not exceed the limits specified under the provisions of the Companies Act, 2013.

B. In the absence or inadequacy of Profits in any year, the remuneration by way of salary, perquisites/allowances and other entitlements will be in accordance with and shall not exceed the limits prescribed under the Companies Act, 2013.

C. Smt. Shikha Jain shall not be entitled to sitting fees for attending Board Meetings/Committees thereof."

RESOLVED FURTHER THAT in the event of any further revision in the levels of permissible managerial remuneration, the Board of Directors/ Nomination and Remuneration Committee be and is hereby authorised to alter, vary and increase the remuneration of Smt. Shikha Jain notwithstanding the overall remuneration set out above, as may then be prescribed/permissible without requiring any further resolution or consent of or reference to the general meeting.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee be and is hereby authorised to recommend/ decide from time to time the salary, perquisites and commission payable to Smt. Shikha Jain during her tenure within the approved ceiling of remuneration in accordance with the Nomination and Remuneration Policy, as amended from time to time.

RESOLVED FURTHER THAT the powers and authorities delegated by the Board to Smt. Shikha Jain from time to time including powers to sub-delegate shall remain valid upon her re-appointment.

RESOLVED FURTHER THAT all the Director of the Company be and are hereby severally authorized to do all the acts, deeds and things which are necessary to the appointment of aforesaid person as Whole Time Director of the Company.

6. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

Resolved that pursuant to the provisions section 149, 152 and other applicable provisions, if any of the Companies Act, 2013 (the Act) read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (the Rules) including any statutory modification(s) or any amendment or substitution or any re-enactment thereof for the time being in force and clause 49 of the listing agreement, Sh. Shreyans Kumar Patni (DIN 00118269) independent director of the Company. who is liable to retire by rotation as per the provisions of the erstwhile Companies Act, 1956 and who is eligible for appointment as an independent director pursuant to the Companies Act, 2013 and the listing agreement and in respect of whom the Company has received a notice in writing from a member u/s 160 of the Act, proposing his candidature for the office of director be and is hereby appointed as an independent director of the Company not liable to retire by rotation to hold office for the period of 5 consecutive years.

7. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

Resolved that pursuant to the provisions section 149, 152 and other applicable provisions, if any of the Companies Act, 2013 (the Act) read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (the Rules) including any statutory modification(s) or any amendment or substitution or any re-enactment thereof for the time being in force and clause 49 of the listing agreement, Sh. Vipin Gupta (DIN 00301676) independent director of the Company. who is liable to retire by rotation as per the provisions of the erstwhile Companies Act, 1956 and who is eligible for appointment as an independent director pursuant to the Companies Act, 2013 and the listing agreement and in respect of whom the Company has received a notice in writing from a member u/s 160 of the Act, proposing his candidature for the office of director be and is hereby appointed as an independent director of the Company not liable to retire by rotation to hold office for the period of 5 consecutive years.

8. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

Resolved that pursuant to the provisions section 149, 152 and other applicable provisions, if any of the Companies Act, 2013 (the Act) read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (the Rules) including any statutory modification(s) or any amendment or substitution or any re-enactment thereof for the time being in force and clause 49 of the listing agreement, Sh. Ramesh Chand Jain (DIN 03208226) independent director of the Company. who is liable to retire by rotation as per the provisions of the erstwhile Companies Act, 1956 and who is eligible for appointment as an independent director pursuant to the Companies Act, 2013 and the listing agreement and in respect of whom the Company has received a notice in writing from a member u/s 160 of the Act, proposing his candidature for the office of director be and is hereby appointed as an independent director of the Company not liable to retire by rotation to hold office for the period of 5 consecutive years.

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE VALID MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

2. Pursuant to Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent (10%) of the total paid up share capital of the Company. A member holding more than ten percent (10%) of the total share capital of the Company may appoint a single person as proxy and such person shall not act as a proxy for any other shareholder.

3. Corporate members intending to send their authorized representatives to attend the Meeting and requested to send to the Company a certified copy of the Board Resolution authorizing there representative to attend and vote on their behalf at the Meeting.

4. The Register of Members and Share Transfer Books shall remain closed from Thursday, September 24, 2015 to Wednesday, the 30th September, 2015 (both days inclusive).

5. Brief resume of Sh. Madhur Jain, Sh. Shreyans Kumar Patni, Sh. Vipin Gupta, Sh. Ramesh Chand Jain, and Smt Shikha Jain are given in the Corporate Governance Report.

6. For any information or clarification with regard to accounts, written requests should be made at least 7 days before the Annual General Meeting at the Corporate Office of the Company situated at A-111 and 112 DDA Sheds, Okhla Industrial Area, Phase-II, New Delhi-110 020, India, so as to enable the management to keep ready the information or clarifications, as the case may be.

7. For any correspondence/ query regarding dematerialization or physical transfer of shares, please write to Registrar and Share Transfer Agent of the Company M/s Beetal Financial and Computer Services Pvt. Ltd., at Beetal House, 99 Madangir, 3rd Floor Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi-110 017, India.

8. Members holding shares in physical form may write to the Registrar and Share Transfer Agent for any change in their bank particulars or address. However, members holding shares in electronic form may write to their DP directly and not to the Company.

9. Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

10. Members/Proxies should bring the attendance slip duly filled in for attending the meeting.

11. No gifts, coupons, complimentaries etc., shall be distributed at the Annual General Meeting.

12. Ballot papers, if required, for each proposed resolution, will be provided to the members/ proxies at the registration counter.

13. Pursuant to Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement, the Company is pleased to provide facility to the members to exercise their right to vote by electronic means.

(i) The voting period begins on Saturday, September 26, 2015 and ends on Tuesday, September 29, 2015. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of September 23, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

For Members holding shares in Demat Form and Physical Form

PAN

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the the first two letters of their name and the 8 digits of the sequence number in the PAN field. Sequence number is printed on address label.

In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. E.g. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field

Dividend Bank Details

OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xiii) On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote.

(xvi) Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on Click here to print option on the Voting page.

(xviii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. September 23, 2015 may follow the same instructions as mentioned above for e-Voting.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com

14. Relevant documents referred to in the accompanying Notice and the Explanatory Statement and the other statutory records shall be open for inspection at the Registered Office of the Company during normal business hours (10.00 am to 5.00 pm) on all working days except Saturdays, up to the date of the Annual General Meeting of the Company.

The Board of Directors at their meeting held on March 25, 2015, on the recommendation of the Nomination and Remuneration Committee, co-opted Smt. Shikha Jain (29) as an Additional Director on the Board of Directors of the Company and she was also appointed as Whole Time Director. In terms of Articles of Association of the Company and section 161 (1) of the Companies Act, 2013 she holds office upto the date of forthcoming Annual General Meeting. The Company has received a notice under Section 160 from a member signifying its intention to propose the candidature of Smt. Shikha Jain at the forthcoming Annual General Meeting,

She is an Executive Director and her appointment and remuneration are in accordance with the requirements of Section 197 and 198 of the Companies Act, 2013. In accordance with the requirements of Section 197 of the Companies Act, 2013 her appointment and remuneration are being placed before the shareholders for their approval.

The information required by the Listing Agreement with the Stock Exchanges is given in the Corporate Governance Report, which is part of the Annual Report being sent to the shareholders alongwith this notice. Smt. Shikha Jain is holding 1,600 shares in the Company. She is not holding directorship in any other company.

Except Sh. S K Jain, and Sh. Madhur Jain being relatives of Smt. Shikha Jain none of the Directors, Key Managerial Personnel or their relatives are concerned or interested, financially or otherwise, in the Resolution. The Board of Directors recommends the resolution for approval of the members.

Pursuant to clause 49, the Company had appointed Sh. Shreyans Kumar Patni, Sh. Vipin Gupta and Sh. Ramesh Chand Jain as independent directors on the Board of the Company. In accordance with Section 149 and 152 read with Schedule IV of the Companies Act. 2013 that have come into effect from April 1, 2014 and subsequent notification by the Ministry of Corporate Affairs vide its General Circular No. 14/2014 dated June 9, 2014 the Company is required to appoint Independent Directors in accordance with these provisions.

The Company had received notices U/s 160 of the Act proposing appointment of Sh. Shreyans Kumar Patni, Sh. Vipin Gupta and Sh. Ramesh Chand Jain as the Directors of the Company.

Accordingly, it is proposed to appoint Sh. Shreyans Kumar Patni, Sh. Vipin Gupta and Sh. Ramesh Chand Jain as independent directors u/s 149 of the Act and clause 49 of the listing agreement for terms of 5 years each. Further, pursuant to provisions of section 152 (6) of the Act independent directors shall not be liable to retire by rotation.

The Company has received declarations from Sh. Shreyans Kumar Patni, Sh. Vipin Gupta and Sh. Ramesh Chand Jain that they are not disqualified to act as directors u/s 154 (2) of the Companies Act. 2013 and they meet the criteria of independence as provided in section 149 (6) of the Act and clause 49 of the listing agreement.

In the opinion of the Board, Sh. Shreyans Kumar Patni, Sh. Vipin Gupta and Sh. Ramesh Chand Jain fulfill the conditions for appointed as independent directors as specified in the Act and the listing agreement and are independent of the Management.

Except, Sh. Shreyans Kumar Patni, Sh. Vipin Gupta and Sh. Ramesh Chand Jain, the appointees, none of the directors and key managerial personnel of the company and their relatives are concerned and interested, financially or otherwise in the resolutions set out at item No. 5, 6 and 7 respectively.

The details about directors viz shareholding, other directorships etc. are given in the Corporate Governance Report forming part of this annual report.

Your Directors are pleased to present the Twenty Second Annual Report for the year ended 31st March, 2015.

PARTICULARS	Year ended on
31.03.2015	31.03.2014
Income:
Net Sales/ Income from operations	1569.18	1674.46
Other Income	4.06	15.23
Total (A)	1573.24	1689.71
Expenditure:
(Increase)/Decrease in stock in trade	2.67	(38.61)
Consumption of raw material	789.33	868.62
Purchase of traded goods	165.62	259.40
Staff cost	192.58	175.58
Other expenditure	292.27	276.14
Finance Cost	11.72	13.81
Depreciation	77.96	88.62
Total (B)	1532.15	1643.56
Profit (+)/ Loss (-) before tax (A-B)	41.09	46.15
Tax Expenses	13.90	5.89
Provision for MAT	-	3.53
Provision for Fringe Benefit Tax	-	-
Provision for deferred tax liability	5.74	9.54
Net profit (+)/ Loss (-)	21.45	27.20
Paid-up equity shares capital (Face value)	322.59	322.59
Reserves	153.21	144.59
Basic and diluted EPS	0.66	0.84

During the year under review the total income was Rs. 1573.24 Lac as against Rs. 1689.71 Lac in F.Y. 2013-14. The net profit after tax for the year is Rs. 41.09 Lac as against Rs. 46.15 Lac in F.Y. 2013-14.

Due to inadequacy of profits in the current year, no dividend for the year is being recommended. Consequently no amount is being transferred to reserves.

The shares of the Company are listed at Bombay Stock Exchange Ltd. The listing fee for the financial year 2015-2016 has been paid to Bombay Stock Exchange Ltd.

Sh. Madhur Jain is retiring at the ensuing Annual General Meeting and have offered himself for re-appointment.Proposal for his re-appointment is being included in the notice convening Annual General Meeting.

During the year, Smt. Shikha Jain was appointed as additional director of the Company. Subject to the approval of shareholders, she was also appointed as Whole time director for a period of five years. It is proposed to appoint her as the regular director of the Company liable to retire by rotation.

It is proposed to appoint Sh. Shreyans Kumar Patni, Sh. Vipin Gupta and Sh. Ramesh Chand Jain as independent directors u/s 149 of the Act and clause 49 of the listing agreement for terms of 5 years each. Further, pursuant to provisions of section 152 (6) of the Act these independent directors shall not be liable to retire by rotation.

In terms of section 149(7) of the Companies Act, 2013, Sh. Shreyans Kumar Patni, Sh. Ramesh Chand Jain and Sh. Vipin Gupta, independent directors have given declarations to the Company that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

During the year, Shri Ankur Jain resigned as director of the Company. The Board place on record its deep sense of appreciation and gratitude for the valuable services rendered by him during his tenure as whole time director of the Company.

During the year, the Board of Directors met 8 times on April 2, 2014, May 30, 2014, August 12, 2014, November 1, 2014, November 14, 2014, January 7, 2015, February 14, 2015, and March 25, 2015.

Pursuant to the requirements of Sub-Sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable;

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

3. 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;

4. that the Directors have prepared the annual accounts of the Company on a going concern' basis.

5. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

The Audit Committee comprises of Sh. Shreyans Kumar Patni, Independent Director as Chairman and Sh. Ramesh Chand Jain and Sh. Vipin Gupta, independent Directors as Members.

The Board of Directors have accepted all the recommendation of the Audit Committee.

The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally. The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism (whistle blower) by raising any concern in good faith. The Company does not tolerate any form of victimization and takes appropriate steps to protect a whistleblower that raises a concern in good faith and treats any retaliation as a serious disciplinary offence that merits disciplinary action. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Chairman and Managing Director and Whole time Directors of the Company for raising any concerns. Smt. Meenu Kapoor, Company Secretary is the Compliance Officer. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

M/s Sudhir Chaudhary and Associates, Chartered Accountants, the Statutory Auditors of the Company are being appointed as the statutory auditors of the Company from the conclusion of the ensuing annual general meeting until the conclusion of the annual general meeting to be held for the financial year 2016-17 subject to ratification of their appointment at each annual general meeting. The Company has received from them a letter dated August 14, 2015 to the effect that they are eligible and willing to be re-appointed as auditors of the Company. Their re-appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013.

There are no comments or qualification in the Auditors' Report requiring an explanation or comments by the Board.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Nomination and Remuneration Committee in its meeting held on November 1, 2014 had recommended to the Board of Directors a Policy on Directors' Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and relating to remuneration for the Directors, Key Managerial Personnel and Other Employees in terms of sub-section (3) of section 178 of the Companies Act, 2013. The Board of directors in its meeting held on November 1, 2014 have approved and adopted the same. The said policy is enclosed as Annexure I to this Report.

Your Company is complying with all the mandatory provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. A Report on the Corporate Governance is enclosed as Annexure-II. A certificate dated August 14, 2015 from the statutory auditors on compliance with the requirements of clause 49 of the listing agreement is annexed to the Directors' Report and forms part of the Corporate Governance Report.

Mr. Harbans Gondi, Practising Company Secretaries has been appointed as Secretarial Auditors of the Company and their Secretarial Audit Report is attached as Annexure - III to this Report.

There are no comments or qualification in the Secretarial Auditors' Report requiring an explanation or comments by the Board.

There are no employees in the Company, within the meaning of provisions of Section 197 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure IV to this Report.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-15, no complaints were received.

In accordance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC.2 are attached as Annexure - V to this Report.

In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management and Administration) Rules, 2014, the extracts of Annual Return of the Company in Form MGT-9 is attached as Annexure VI to this Report.

Management Discussion and Analysis forms part of the Directors' Report and is annexed as Annexure-VII.

FORMAL ANNUAL PERFORMANCE EVALUATION OF THE BOARD AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their separate meeting held on January 07, 2015, without participation of the Non-independent Directors and Management, have considered and evaluated the Board's performance and performance of the Chairman and Non-independent Directors. The Independent Directors in the said meeting have also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Board of Directors in their meeting held on January 07, 2015 have evaluated the performance of each of the Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report which is attached as Annexure - IIto this Report.

During the year under review, your Company has not accepted any deposits from directors, shareholders and public.

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

The Company being in service industry, the details as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earning and outgo are not applicable.

In accordance with Section 134(3)(g) of the Companies Act, 2013, the Company has not given any loans or guarantees within the meaning of Section 186 of the Companies Act, 2013. During the year no investments were made under section 186 of the Companies Act, 2013, However, during earlier years, the Company had made investments in Solitaire Printotech Limited and SPS Edutech Limited after due compliance with section 372A of the Companies Act, 1956. The details thereof are given in Note No. 12 of the financial statements.

The Company has developed and implemented a Risk Management Policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report.

a. The Board, through the operating management has laid down Internal Financial Controls to be followed by the Company.

b. To the best of their knowledge and ability and inputs provided by various assurance providers confirm that such financial controls are adequate and were operating effectively.

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Your Directors express their deep sense of appreciation for the assistance and co-operation received from the Banks, Auditors and other authorities during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the devoted and sincere services of all the executives, staff and workers of the Company.

RISK DISCLOSURES ON DERIVATIVES