SPECIAL BUSINESSES

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 the provisions of Sections 160, 161 and all other applicable

provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of

Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the

time being in force), Mr. R. Sureshkumar (DIN: 07268173), who was appointed as an Additional

Director with effect from 8th

September, 2015, pursuant to the provisions of Section 161(1) of

the Companies Act, 2013 and the Articles of Association of the Company and who holds office

up to the date of this Annual General Meeting and in respect of whom the Company has received

a notice in writing under Section 160 of the Companies Act, 2013 proposing his candidature for

the office of Director, 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 the following resolution as an

Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 196 and 203 of the Companies Act,

2013, read with schedule V and other applicable provisions of the Companies Act, 2013, Mr. R.

Sureshkumar, be and is hereby appointed as Manager of the Company, with or without such

designation, with substantial powers of management under the overall supervision and control of

the Board of Directors of the Company, for a period of three years, with immediate effect on a

no-remuneration basis, however, Mr. R. Sureshkumar will be entitled to reimbursement of all out

of pocket expenses incurred by him in connection with his official duties.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company

be and are hereby severally authorised to do all such acts, things, deeds and matters as in its

absolute discretion it may consider necessary, expedient or desirable and to settle any question

there to, in order to give effect to the foregoing resolution or otherwise considered by the Board

to be in the best interests of the company.”

By order of the Board

For Apollo Fiege Integrated Logistics Pvt. Ltd.

Sd/-

PLACE : Gurgaon P.S.S. Prasad

DATE : 28th

September, 2015 (Director)

DIN: 00024426

Address: Unit No. 10001,

Block B4, World Spa,

Sector – 40, Gurgaon,

Haryana – 122001

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE ON POLL INSTEAD OF HIMSELF AND THE

PROXY NEED NOT BE A MEMBER OF THE COMPANY. The enclosed proxy form,

if intended to be used, should reach the Registered Office of the Company duly completed

before the scheduled time of the meeting.

A person can act as proxy on behalf of members not exceeding fifty and holding in the

aggregate not more than ten percent of the total share capital of the Company carrying voting

rights:

Provided that a member holding more than ten percent, of the total share capital of the

Company carrying voting rights may appoint a single person as proxy and such person shall

not act as proxy for any other person or shareholder.

2. Members/Proxies are requested to deposit the enclosed attendance slip duly filled in and

signed for attending the meeting.

3. The relative Explanatory Statements pursuant to Section 102 of the Companies Act, 2013 in

respect of the Special Businesses set out above are annexed hereto.

4. The necessary disclosures pursuant to the Secretarial Standards on General Meeting (SS - 2)

in respect of Mr. Jan Hugo Josef Fiege (DIN: 06494783), who retires by rotation and being

eligible, offers himself for re – appointment are given as Annexure I to this notice.

5. The route map for the AGM venue is given as Annexure II to this notice.

EXPLANATORY STATEMENTS PURSUANT TO SECTION 102 OF THE

COMPANIES ACT, 2013

Item No. 4 & 5

The members may note that Mr. Ajay Milhotra has resigned as Director and Manager (Whole-

Time Key Managerial Personnel) of the Company w.e.f. 8th

September, 2015 and in terms of

Section 203 (4) of the Companies Act, 2013, if the office of any Whole-Time Key Managerial

Personnel is vacated, the resulting vacancy is to be filled-up within a period of six months from

the date of such vacancy.

In view of the above, the Board in its meeting held on 8th

September, 2015, has approved the

appointment of Mr. R. Sureshkumar as Additional Director and Manager of the Company and

designate Mr. R. Sureshkumar, as Whole-Time Key Managerial Personnel in terms of section

203 (4) of the Companies Act, 2013, on no remuneration basis, in place of Mr. Ajay Milhotra.

The members may also note that Mr. R. Sureshkumar aged about 42 years is a Qualified

Chartered Accountant and Company Secretary having 17 years of experience in varied industries

and expertise in the areas of Accounts, Finance and Taxation. The Board may also note that Mr.

R. Sureshkumar is working as Senior Vice President, Finance & Accounts of Apollo

Logisolutions Limited, the holding Company with effect from 14th

July, 2015.

The members may note that pursuant to the provisions of Section 161 of the Companies Act,

2013, Mr. R. Sureshkumar being Additional Director will hold office upto the date of this

Annual General Meeting. Further, a notice u/s 160 of the Companies Act, 2013 has been

received along with requisite deposit proposing candidature of Mr. R. Sureshkumar as a Director

of the Company. The necessary disclosures pursuant to the Secretarial Standards on General

Meeting (SS - 2) are given below:-

S.

No.

Particulars Details

1 Name Mr. R. Sureshkumar

2 Age 42

3 Qualifications B.Com, ACA, ACS

4 Experience 17 years

5 Terms and conditions of appointment or re-

appointment:-

i. As Director;

ii. As Manager

i. Liable to retire by rotation

ii. Appointment as Manager for a

period of three years with

effect from 8th

September,

2015 on no remuneration basis.

6 Details of remuneration sought to be paid None

7 Remuneration last drawn by such person N.A.

8 Date of First appointment on the Board 8th

September, 2015

9 Shareholding with the Company Nil

10 Relationship with other Directors, Manager

and Key Managerial Personnel of the

Company

None, except that Mr. R. Sureshkumar

himself is Director and Manager.

11 Number of the Board Meeting attended during

the year

N.A.

12 Other Directorships, Membership/

Chairmanship of Committees of the other

Boards

Director of Kailash Shipping Services

Pvt. Ltd

The relevant documents, if any, referred to in resolutions at item no. 4 & 5 and this explanatory

statement are available for inspection by the Members at the Registered Office of the Company

and copies thereof shall also be made available for inspection at the Corporate office of the

Company upto the date of Annual General Meeting and also at the meeting.

Save and except Mr. R. Sureshkumar himself in his capacity of Director and Manager of the

Company, none of the other Directors / Key Managerial Personnel of the Company / their

relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set

out at item No. 4 & 5 of the Notice.

Accordingly, your directors recommend resolutions set out at item no. 4 & 5 for your approval

by way of Ordinary Resolutions.

By order of the Board

For Apollo Fiege Integrated Logistics Pvt. Ltd.

Sd/-

PLACE : Gurgaon P.S.S. Prasad

DATE : 28th

September, 2015 (Director)

DIN: 00024426

Address: Unit No. 10001,

Block B4, World Spa,

Sector – 40, Gurgaon, Haryana – 122001

Annexure – I

The necessary disclosures pursuant to the Secretarial Standards on General Meeting (SS - 2),

with respect to item no. 2 are given below:-

S.

No.

Particulars Details

1 Name Mr. Jan Hugo Josef Fiege

2 Age 34 Years

3 Qualifications Diploma in Business Administration

from European Business School,

Oestrich - Winkel, Germany

4 Experience 8 years

5 Terms and conditions of appointment or re-

appointment

Liable to retire by rotation

6 Details of remuneration sought to be paid None

7 Remuneration last drawn by such person N.A.

8 Date of First appointment on the Board 11th

February, 2013

9 Shareholding with the Company Nil

10 Relationship with other Directors, Manager and

Key Managerial Personnel of the Company

None.

11 Number of the Board Meeting attended during

the year

5

12 Other Directorships, Membership/ Chairmanship

of Committees of the other Boards

None

Annexure - II

Route map of Annual General Meeting Venue: Office No. 303, Third Floor, DLF Courtyard,

Saket, New Delhi – 110017:-

ATTENDANCE SLIP

(THIRD ANNUAL GENERAL MEETING HELD ON 29TH

SEPTEMBER, 2015)

(Please fill in the Attendance Slip and hand it over at the entrance of the meeting hall)

I/ we hereby record my presence in the Third Annual General Meeting of Apollo Fiege

Integrated Logistics Private Limited

Date: 29.09.2015 Time : 10:00 AM

Place: Office No. 303, Third Floor, DLF Courtyard, Saket, New Delhi – 110017

Please (√) in the box and fill the necessary details.

Member □ Proxy □

Regd. Folio

Name of the Shareholder

Name of the Proxy, if applicable

Address of the Shareholder

Number of Shares

Signature of the Shareholder/

Proxy/Representative present

FORM NO. MGT-11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN: U63090DL2012PTC244255

Name of the company: Apollo Fiege Integrated Logistics Private Limited

Registered office: Office No. 303, Third Floor, DLF Courtyard

Saket, New Delhi – 110017

Name of the Member(s) :

Registered Address :

E Mail Id :

Folio No /Client Id:

DP ID :

I/We, being the member(s) of ……… shares of the above named company, hereby appoint

1. Name: ………………………….

Address: …………………………………………………………………

E-mail Id:…………………………………………….

Signature: ……………………., or failing him

2. Name: ………………………….

Address: …………………………………………………………………

E-mail Id:…………………………………………….

Signature: ……………………., or failing him

3. Name: ………………………….

Address: …………………………………………………………………

E-mail Id:…………………………………………….

Signature: …………………….

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Third Annual general meeting of the Company, to be held on Tuesday, 29

th day of September, 2015 at

10:00 a.m. at Office No. 303, Third Floor, DLF Courtyard, Saket, New Delhi - 110017 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Resolutions

ORDINARY BUSINESSES

1 6. To receive, consider and adopt:

a. The Standalone Audited Financial Statement of the Company for the

financial year ended on March 31, 2015, and Reports of the Board and

of the Auditors thereon.

b. The Consolidated Audited Financial Statements of the Company for the

financial year ended on March 31, 2015.

2 7. Appointment of Mr. Jan Hugo Josef Fiege (DIN: 06494783), who retires by

rotation and being eligible, offers himself for re – appointment.

3 Ratification of appointment of Statutory Auditors and fixing of their remuneration.

SPECIAL BUSINESSES

4 Appointment of Mr. R. Sureshkumar (DIN: 07268173) as Director.

5 Appointment of Mr. R. Sureshkumar as Manager

Signed this …………………………. day of……………………. September, 2015

Signature of shareholder………………………………..

Signature of Proxy holder(s)…………………………….

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of

the Meeting.

Affix Revenue

Stamp

APOLLO FIEGE INTEGRATED LOGISTICS PRIVATE LIMITED

BOARDS' REPORT

DEAR MEMBERS,

Your Directors have pleasure in presenting the Third Annual Report and Audited Financial

Statement of the Company for the financial year ended March 31, 2015.

FINANCIAL PERFORMANCE

The Company s financial performance for the financial year ended March 31, 2015 is summarized

below:

(₹ In Lacs)

Particulars For financial year

2014-2015

For financial year

2013-2014

Revenue from Operations 20,446.58 1,2074.13

Other Income 51.05 91.19

Total Income 20,497.63 1,2165.32

Operating Expenses 21,936.04 1,3845.97

(Loss) before Tax (1,438.41) (1,680.65)

(Loss) after Tax (1,438.41) (1,680.65)

BRIEF DESCRIPTION OF THE COMPANY S OR ING DURING THE YEAR/STATE

OF COMPANY S AFFAIRS

Your company is in the business of Freight forwarding, Customs brokerage and Contract logistics.

Freight forwarding is done through the network of agents both in India and abroad. The Turnover

breakup of the same as compared to last year is as follows:-

(₹ In Lacs)

Business Segment For financial

year 2014-2015

For financial year

2013-2014

Multimodal transport operations 18142.50

11212.93

Contract Logistics 2304.08

861.19

Total 20,446.58 12,074.13

The year under review has been quite interesting for your company and the sales have gone up from

Rs.120crs to Rs.204 crore a leap of nearly 70%. This has been made possible by selective focus on

key accounts of large customers, coupled with a careful and discriminatory approach to picking of

smaller and medium sized customers, who are profitable and have lower levels of delinquency.

In the context of 3PL logistics, Your Company has an array of warehouse at various locations

numbering 29 in 2014-15 as compared to 21 Nos in 2013-14. Further, thrust is also planned on

giving the necessary push in this segment by targeting the major metros and tier II cities where the

customer base is primarily located.

As compared to 2013-14 in freight forwarding certain key accounts of institutional/ major customers

of enterprise nature have been bagged which helped in reaching a higher Turnover.

Efforts to identify new customers and business prospects are on, on continuing and barring

unforeseen circumstances, Your Company is confident of attaining its set targets for 2015-16

VARIATION IN THE NETWORTH

The net worth of the Company at the close of current financial year is ₹ 9,37,63,652/- as compared

to ₹ 8,76,03,756/- at the close of previous financial year. The net worth of the Company increased

by ₹ 61,59,896/-.

RESERVES

No amount was transferred to the reserves for the year under review.

DEPOSITS

The Company did not accept any deposit in or without compliance of Chapter V of the Companies

Act, 2013.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND

PROTECTION FUND

There is no amount that is due to be transferred as unclaimed divided to Investor Education and

Protection Fund during the financial year under review.

MATERIAL CHANGES AND COMMITMENT

There have been no material changes and Commitments affecting the financial position of the

company between the end of the financial year i.e. 31st March, 2015 and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR

TRIBUNAL

During the year under review, there was no significant and material order passed by regulators or

courts or tribunals impacting the going concern status and company s operations in future.

EXPLANATION ON COMMENTS GIVEN BY AUDITOR/ COMPANY SECRETARY IN

PRACTICE IN HIS REPORT

With reference to the qualification in the Auditors Report on trade receivables, the Board of

Directors is of the opinion that during the year under review, an amount of Rupees 583.67 Lacs has

been paid by the Company as detention charges on behalf of one customer who has not yet paid this

amount to the Company. The senior officials of your Company are in discussions with the customer

and expect to recover the same in the current year.

As per the provisions of Section 204 of the Companies Act, 2013, the company is not required to

have Secretarial Audit Report.

SUBSIDIARY/ JV/ ASSOCIATE COMPANIES

As on 31st March, 2015, the Company has only one subsidiary company, namely AF Ferrari Secure

Logitech Private Limited. The Company does not have any Associates or Joint Venture Company.

As per the provisions of Section 129 of the Companies Act, 2013, the consolidated financial

statements of the Company and its subsidiary AF Ferrari Secure Logitech Private Limited will be

laid down in the Annual General Meeting. The statement containing the salient features of the

financial statement of the said subsidiary pursuant to the requirements of the Section 129 of the

Companies Act, 2013 is annexed to this report as Annexure - I.

The report on the performance and financial position of AF Ferrari Secure Logitech Private Limited,

subsidiary of the company is given below:-

(₹ in Lacs)

Particulars

For financial year

2014-2015

For the period

ended 31st march,

2014

Revenue from Operations 853.34 0.00

Other Income 5.30 0.51

Total Revenue 858.64 0.51

Total Expenses 1032.57 14.67

Profit / (Loss) before Tax (173.93) (14.16)

Profit / (Loss) after Tax (173.93) (14.16)

During the year under review, no company has become or ceased to be Company s subsidiary, joint

venture or associate company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has identified internal financial controls which impacts the financial statements and

adopted the procedures for ensuring adherence to applicable laws, safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting

records and the timely preparation of reliable financial disclosures. The financial controls are tested

for operating effectiveness through management ongoing monitoring and review process and

independently by internal audit. In our view the internal financial controls effecting the financial

statements are adequate and are operating effectively.

ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in

the prescribed Form MGT-9, is appended as Annexure II to the Board s report.

RELATED PARTY TRANSACTIONS

During the period under review, the Company has not entered into any Related Party Transaction

which is falling under the preview of Section 188 (1) of the Companies Act, 2013.

LOANS, GUARANTEES OR INVESTMENTS

The Loans and guarantees given and investments made (if any) under the provisions of Section 186

of the Companies Act, 2013 during the year under review, are given under notes to the Financial

Statement.

BOARD OF DIRECTORS

The Board comprises the following Directors:

1. Mr. P.S.S. Prasad - Director

2. Mr. Jan Fiege - Director

3. Mr. Vivek Bharati - Independent Director

4. Mr. U.S. Anand - Independent Director

5. Mr. R. Sureshkumar - Additional Director & Manager

Mr. Jan Fiege will retire by rotation at the forthcoming Annual General Meeting and being eligible

for re-appointment, offers himself for re-appointment.

Mr. Vivek Bharati and Mr. U.S. Anand were appointed as Independent Directors for their first term

of five consecutive years with effect from 12th

March, 2015 and ending on 11th

March, 2020.

Mr. R. Sureshkumar was co-opted as an Additional Director with effect from 8th

September, 2015

and he will hold office upto the date of ensuing Annual General Meeting. Notice in writing pursuant

to Section 160 of the Companies Act, 2013 has been received from him alongwith requisite deposit

signifying his intention to propose his candidature for the office of Director and he is eligible for

appointment.

During the year under review, Mr. Thomas Knopf resigned from the directorship of the Company

w.e.f. 12th

March, 2015. The Board of Directors places on record their appreciation of the guidance

and assistance received from Mr. Thomas Knopf during his tenure as Director of the Company.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors duly met six times during the financial year under review. These meeting

were held on 30th

June, 2014, 3rd

July, 2014, 12th

September, 2014, 24th

November, 2014, 23rd

January, 2015 and 12th

March, 2015. The numbers of Board Meetings attended by each director

during the financial year ended on 31st March, 2015 are given below:-

Name of Director Number of meetings

Held during the tenure Attended during the tenure

Mr. P.S.S. Prasad 6 6

Mr. Jan Hugo Josef Fiege 6 5

Mr. Thomas Knopf 5 0

Mr. Ajay Kumar Milhotra 6 6

Mr. Vivek Bharati 1 1

Mr. U.S. Anand 1 1

CHANGES IN WHOLE TIME KEY MANGERIAL PERSONNEL

During the financial year under review, Mr. Ajay Kumar Milhotra, Director and Manager of the

Company was designated as Whole Time Key Managerial Personnel of the Company pursuant to

the provisions of Section 203 of the Companies Act, 2013 with effect from 30th

June, 2014. Mr.

Milhotra resigned as Director and Manager of the Company with effect from 8th

September, 2015

accordingly he ceased to be the whole time key managerial personnel of the Company with effect

from even date.

Mr. Pradeep Chugh, Company Secretary of the Company was designated as Whole Time Key

Managerial Personnel of the Company pursuant to the provisions of Section 203 of the Companies

Act, 2013 with effect from 30th

June, 2014.

To fill up the vacancy caused by the resignation of Mr. Ajay Kumar Milhotra as Manager of the

Company, Mr. R. Sureshkumar, was appointed as Manager, Whole Time Key Managerial Personnel

of the Company with effect from 8th

September, 2015.

RE-CONSTITUTION OF AUDIT COMMITTEE

In view of changes in composition of Board and in accordance with the provisions of the Companies

Act, 2013, the Board in its meeting held on 12th

March, 2015, reconstituted the Audit Committee

and approved its new terms of reference. The Audit Committee comprises of following three

members:-

RE-CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

In view of changes in composition of Board and in accordance with the provisions of the Companies

Act, 2013, the Board in its meeting held on 12th

March, 2015, reconstituted the existing

Remuneration Committee as Nomination and Remuneration Committee and approved its new terms

of reference. The Nomination and Remuneration Committee comprises of following four members:-

OTHER COMMITTEES OF BOARD

For operational and administrative convenience, the Board has constituted the following committees

of the Board:-

SI

No.

Name of the

Committee

Members of the

Committee

Designation Brief functions of the

Committee

1. Share Allotment

Committee

Mr. P.S.S. Prasad

Chairman

To allot the shares of

the Company as

approved by the Board

and/or shareholders of

the Company.

Mr. Ajay Kumar Milhotra Member

2. Executive

Committee under

the Section 179 of

the Companies Act,

2013

Mr. P.S.S. Prasad

Chairman

To exercise powers of

the Board as specified

in clause (d) to (f) of

Section 179 (3) of the

Companies Act, 2013.

Mr. Ajay Kumar Milhotra

Member

SI No. Name of the Members Designation Category

1. Mr. Jan Fiege Chairman Non - Executive Director

2. Mr. Vivek Bharati Member Independent Director

3. Mr. U.S. Anand Member Independent Director

SI No. Name of the Members Designation Category

1. Mr. Jan Fiege Chairman Non - Executive Director

2. Mr. Vivek Bharati Member Independent Director

3. Mr. U.S. Anand Member Independent Director

4. Mr. P.S.S Prasad Member Non - Executive Director

INDEPENDENT DIRECTORS DECLARATION

In terms of provisions of Section 149 (7) of the Companies Act, 2013, the Independent Directors of

the Company had given declarations that they meet the criteria of independence as provided in sub-

section 6 of the Section 149 of the Companies Act, 2013.

COMPANY S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In view of changes in composition of Board and in accordance with the provisions of the Companies

Act, 2013, the Board in its meeting held on 12th

March, 2015, reconstituted the existing

Remuneration Committee as Nomination and Remuneration Committee. A Nomination and

Remuneration Policy of the Company has also been laid down and approved by the Nomination and

Remuneration Committee and the Board. The said policy lays down the criteria for the appointment

of Directors, Key Managerial Personnel and Senior Management Personnel. The said policy also

specifies the appointment and remuneration including criteria for determining qualification,

term/tenure, positive attributes, independence of Directors, criteria for performance evaluation of

Executive and Non-executive Directors (including Independent Directors), removal, policy on

Board diversity, Directors and Officers Insurance and other matters as prescribed under the

provisions of the Companies Act, 2013. The said policy of the Company is attached as Annexure-III

to this report.

BOARD PERFORMANCE EVALUATION

As the company is neither a listed company nor a public company having paid up share capital of

rupees twenty five crores or more at the end of the preceding financial year, therefore the company

is not required to provide a statement indicating the manner in which formal annual evaluation has

been made by the Board of its own performance and that of its committees and individual director.

STATUTORY AUDITORS

In the second Annual General Meeting held on September 12, 2014, M/s Deloitte Haskins & Sells,

Chartered Accountants (Firm Registration Number 015125N) were appointed as statutory auditors

of the Company to hold office till the conclusion of the seventh Annual General Meeting to be held

in the calendar year 2019. In terms of the proviso of Section 139 of the Companies Act, 2013, the

appointment of the auditors shall be placed for ratification at every Annual General Meeting.

Accordingly, the appointment of M/s Deloitte Haskins & Sells, Chartered Accountants (Firm

Registration Number 015125N), as statutory auditors of the Company, is placed for ratification by

the shareholders at the forthcoming Annual General Meeting.

PARTICULARS OF EMPLOYEES

A statement giving particulars of employees as required by the provision of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this report

is attached as Annexure - IV.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013

in respect of conservation of energy and technology absorption is not required to be furnished

considering the nature of activities undertaken by the company during the year under review.

During the period foreign exchange earnings and outgo as under:-

PARTICLUARS (In ₹)

Foreign Exchange earning 111,315,087

Foreign Exchange Outgo 414,402,043

CORPORATE SOCIAL RESPONSIBILITY POLICY

The provisions of Section 135 of the Companies Act, 2013 relating to development and

implementation of Corporate Social Responsibility Policy are not applicable to the Company.

RISK MANAGEMENT POLICY

Your company has always recognized risk management as an essential and internal part of doing

day-to-day business operations. The company has a sound system of internal control which ensures

compliance to internal processes, as well as with applicable laws and regulations. The Company

also has a well-established independent in-house Internal Audit function that is responsible for

providing assurance on compliance with operating system, internal policies and legal requirements,

as well as, suggesting improvement to system and processes. In order to make the existing risk

management process more sound and effective your Company has formulated a risk management

policy for providing a detailed risk understanding and ownership across the Company. The risk

management policy is currently under review of our management team and a final policy would

soon be placed before the Board for its adoption and approval.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL

HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and aims to provide protection

to employees at the workplace and prevent and redress complaints of sexual harassment and for

matters connected or incidental thereto, with the objective of providing a safe working environment,

where employees feel secure. The Company has not received any complaint of sexual harassment

during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under clause (c) of sub-section (3) of Section 134 of the Companies

Act, 2013, the Board of Directors of the Company confirms:

a) that in the preparation of the annual accounts, the applicable accounting standards had been

followed along with proper explanation relating to material departures;

b) that the directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the company at the end of the financial year and of the profit and loss of the

company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding

the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared the annual accounts on a going concern basis; and

e) 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.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the co-operation and assistance received from

the Company's shareholders during the year under review. The Directors also record their

appreciation for the contribution of employees at all levels.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Gurgaon P. S. S. PRASAD R. SURESHKUMAR

Dated : 28/09/2015 DIRECTOR DIRECTOR & MANAGER

DIN: 00024426 DIN: 07268173

Add: Unit No. 1001, Add: C Block, 57B, Sivaranjani

Block B4, World Spa, Appartments, 3rd

Street, Karthi

Sector-40, Gurgaon, Key, Apuram, Madipakkam

Haryana – 122001 Chennai - 600091