chamak holdings limited annual report …...chamak holdings annual report 2015-16 index 1....

CHAMAK HOLDINGS LIMITED

CIN: L51494DL1984PLC019684

ANNUAL REPORT 2015-16

CHAMAK HOLDINGSAnnual Report 2015-16

Corporate InformationBoard of Directors

Executive Directors

Mr. Anubhav Kathuria Managing Director

Non Executive Directors

1. Mr. Subhash Chander Kathuria Non Executive Director2. Mr. Vagish Pathak Non Executive Director3. Mr. Gurbachan Singh Matta Independent Director4. Mr. Ajay Kumar Mohanty Independent Director5. Ms. Arundhati Kar Woman Cum Independent Director

Senior Management

1. Mr. Kapil Vig Chief Financial Officer2. Mr. Arvind Kumar Tiwari Company Secretary & Compliance

Officer

Committee of Board Statutory Auditor Registrar & TransferAgent

Audit CommitteeStakeholder Grievances andShare Transfer CommitteeNomination andRemuneration Committee

M/s B. Bhushan & Co.BA-5 stutee BuildingBank Street , Karol BaghNew Delhi -110005

Skyline Financial ServicesPvt. Ltd.D-153 A, 1st Floor OkhlaIndustrial Area , Phase-1New Delhi 110020

Listing Information Banker Stock CodeThe Equity Share of theCompany are listed on the :Delhi Stock ExchangesLimitedMetropolitan Stock Exchangeof India Limited (FormerlyMCX-SX)Bombay Stock ExchangeLimited

Indian Overseas Bank70, Golf Links, New Delhi –110003

Metropolitan StockExchange of India Limited(FormerlyMCX-SX): ChamakBombay Stock ExchangeLimited: 539600ISIN Code: INE049R01013Website:www.chamakholdings.com

Registered Office55 B Rama Road , IndustrialArea New Delhi -110015Tel. 011-45691047,322997555Fax. 011-41428521


INDEX

1. Director’s Report along with annexures thereto.

2. Corporate Governance Report.

3. Management Discussion & Analysis Report

4. Internal Auditor’s Report.

5. Secretarial Auditor’s Report.

6. Form MGT-9 (Extract of Annual Report).

7. Statutory Auditor’s Report along with Balance Sheet, Profit

and Loss Accounts, Cash Flow Statement and Notes of

Accounts.

8. Notice of 32ND Annual General Meeting along with notes &

annexures thereto.


DIRECTORS’ REPORT

Dear Members,Chamak Holdings Limited

Your Board of Directors are pleased to present 32nd Annual Report of the company andBrief on the business and operations of the Company and the accounts for the FinancialYear ended March 31, 2016 along with the annexures thereto.

Our Management Team:

Our Management team consist of highly experienced and dedicated Management Teamwhich consists sufficient number of Executive, Non Executive, Independent Director,Woman Director etc. and other KMPs, who have wide and varied experience in differentdisciplines of corporate functioning.

Our Management Team consist the following Members:

Management TeamName of the Person DesignationMr. Anubhav Kathuria Managing DirectorsMr. Subhash Chander Kathuria Non Executive DirectorMr. Vagish Pathak Non Executive DirectorMr. Ajay Kumar Mohanty Independent DirectorMr. Gurbachan Singh Matta Independent DirectorMs. Arundhati Kar Woman Cum Independent DirectorMr. Kapil Vig Chief Financial OfficerMr. Arvind Kumar Tiwari Company Secretary & Compliance Officer

Note: Earlier Mr. Arun Kumar Sharma was the Company Secretary cum compliance officerbut he has resigned from the company w.e.f May 14, 2016, hence the company hasappointed Mr. Arvind Kumar Tiwari as Company Secretary cum compliance officer of thecompany w.e.f May 30, 2016

Audit Committee Nomination & RemunerationCommittee

Name of the Person Designation Name of the Person DesignationMr. Ajay KumarMohanty

Chairman Ms. Arundhati Kar Chairperson

Ms. Arundhati Kar Member Mr. Ajay Kumar Mohanty MemberMr. Vagish Pathak Member Mr. Vagish Pathak Member

Stakeholder Grievance & Share Transfer CommitteeName of the Person DesignationMr. Anubhav Kathuria ChairmanMr. Subhash Chander Kathuria MemberMr. Vagish Pathak Member


Particular about the affairs of the company during the year

1. FINANCIAL RESULTS

The Board’s Report shall be prepared based on the stand alone financial statements of thecompany.The Company’s financial performance is given hereunder.

(Rs. in Lacs)Particulars Financial Year

ended31.03.2016

Financial Yearended31.03.2015

Sales & other income 100.03 37.99

Profit before tax (20.82) 9.00

Less Provision of Tax 1.61 6.46

Profit after tax (22.43) 2.54

Appropriations:

Equity Dividend 0 0

(i) Interim 0 0

(ii) Final 0 0

Corporate Tax on Dividend

(i) Interim 0 0

(ii) Final 0 0

Description of Financial performance of the company with Comparison of last yearperformance.

2. REVIEW OF OPERATIONS

The Turnover from the Operations of the Company during the Financial Year ended 31st

March, 2016 amounted to Rs. 10,003,668 as compared to 3,799,554 during the previousyear ended 31st March, 2015. The Turnover of the Company has Increased by 38% fromthe previous year.

3. DIVIDEND

The Company has future plans for expansion & Growth and the company will require hugeamount of fund, hence the company retain the earning of the company and planning todeploy those internally generated funds for company’s expansion & Growth.


4. RESERVES

Board did not create any special reserve during the year but transfer the amount of Profit& Loss Account to the Reserve & Surplus.

5. CAPITAL STRUCTURE

During the Financial Year 2015-16, there has been no change in the capital structure ofthe Company.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN TERMS OFSECTION 186 OF THE COMPANIES ACT, 2013 AND ITS RULES

The particulars of loans given, investment made, guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to be utilizedby the recipient are provided in the standalone financial statements.

7. LISTING INFORMATION

The Company's Share are Listed with DSE Limited and Metropolitan Stock Exchange ofIndia Limited.

In view of Growth Prospectus our Company has approached Bombay stock ExchangeLimited having nation-wide trading terminals and therefore provide full liquidity to theinvestors

It gives immense pleasure that Company is now listed with Bombay stock Exchange Limited(a national vide Stock Exchange).

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal controls and systems serve multiple needs in organisation. Well designed Internalcontrol systems lay down the framework for day-to-day operations, and also provideguidelines for employees and, most importantly, provide a certain level of security againsta variety of risks such as fraud and misappropriation.

Your Company’s control system and procedures are regularly reviewed for relevance andeffectiveness and changed as per the need of business environment.

The primary responsibility for the development and maintenance of internal control restswith an organization’s management. Internal control evaluation involves everythingmanagement does to control the organization in the effort to achieve its objectives. TheCompany has an Audit Committee consisting of Independent Directors, the details of whichhave been provided in the Annual Report. Independent Chartered Accountant firms havebeen appointed as Internal Auditors and effectiveness of internal control mechanism isreviewed by Internal Auditors at regular intervals. The Audit Committee reviews auditreports submitted by the Internal Auditors on a regular basis.

Suggestions for improvement considered by the Audit Committee are followed by theManagement through implementation of the corrective actions and improvements inbusiness processes. The Committee also meets the Company’s Statutory Auditors toascertain, inter-alia, their views on the adequacy of internal control systems in the


Company and keeps the Board of Directors informed of its major observations from timeto time.

9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company is neither having any subsidiaries nor any associate company and ourcompany is not having any joint venture.

10. PUBLIC DEPOSITS

The company has not accepted Deposits falling within the meaning of Section 73 of theCompanies Act, 2013 and the during the year because the company is using its internalfunds for day to day affairs of the company.

11. AUDITORS OF THE COMPANY

I. INTERNAL AUDITOR’S AND THEIR REPORT

In accordance with the provision of section 138 of the companies Act, 2013 and rules madethereunder, the company has appointed M/s Sushil Pruthi & Co., Chartered Accountants,New Delhi as the Internal Auditor of the company in terms of section 138 of the companiesAct, 2013 and rules made thereunder.

Auditor responsibility:

1. Auditor responsibility for detecting fraud.2. Responsibility for managing the internal control system3. Guidance of Company Staff for improvement of internal control system.4. Improve the whistle blower policy

(I) where any material irregularities are confirmed the auditor needs toconsider such asA. Effect on the financial reports or audit reportB. Evaluation of the internal control and need for further testing.C. Management proposed action to prevent the reoccurrence.D. Public interest implication of the irregularities.

Obligations(I) Work through independence(II) Carry out duties with integrity.(III) Report confidentiality(IV) Obtain appropriate evidence.(V) exercise skill and care document all findings

Internal Auditor report being attached with the Director report as Annexure-A and ourInternal Audit has suggest some area of Improvement to the company, our Board has dulyundertaken the same.

II. SECRETARIAL AUDITORS AND THEIR REPORT

In terms of the provisions of Section 204 and all other applicable provisions of theCompanies Act, 2013 and the Companies (Appointment and Remuneration of Managerial


Personnel} Rules, 2014, the Board had appointed M/s. D Maharathi and Associates,Company Secretaries in Practice, for a term of 1(One) year for the Financial Year 2015-16to conduct the audit of Secretarial and related records of the Company. The SecretarialAudit Report for the financial year ended March 31, 2016 is provided in Annexure-B tothis Boards’ Report. The Secretarial Audit Report does not contain any qualification,reservation or adverse remarks.

III. STATUTORY AUDITOR’S AND THEIR REPORT

M/s B. Bhushan & Co. Statutory Auditor of the company was appointed as at 31ST AnnualGeneral Meeting to hold office till the conclusion of 36TH Annual General Meeting and nowproposed to ratify the Appointment at this Annual General Meeting till the Conclusion ofnext Annual General Meeting The Auditor report as prepared by M/s B. Bhushan & Co. isattached herewith as Annexure – E which is self explanatory hence no further commentsrequired.

IV. COST AUDITOR’S AND THEIR REPORT

As per the provisions of the Companies Act, 2013 certain class of companies are requiredto appoint cost auditor and also to maintain certain cost records. Our company is notcovered under the provisions of Section 148 of Companies Act, 2013, hence the companyis not required to comply with the provisions of Cost Audit.

12. SHARE CAPITAL

Authorised share capital of the company is Rs. 32950000 (Rupees three crore twenty ninelacs fifty thousands) which consists 3245000 (Thirty two lac forty five thousands) EquityShare of Rs. 10 (Rupees ten ) each and 5000 (Five thousands) 9% Preference Shares ofRs. 100 (Rupees Hundred) each. Paid of capital of the company is Rs. 3245000 (RupeesThree Crore Two Lac Forty Five Thousands) which consist 3245000 (Thirty Two Lacs fortyfive thousand) equity shares of Rs. 10 each.

A. Issue of equity shares with differential rightsThe company has not issued any Equity Shares with Differential voting rightsduring the financial year 2015-16.

B. Issue of sweat equity sharesThe company has not issued any Sweat Equity Shares during the financial year2015-16.

C. Issue of employee stock optionsThe company has not issued any Employee stock options during the financial year2015-16.

D. Provision of money by company for purchase of its own shares byemployees or by trustees for the benefit of employeesThe company has not bought Back any shares during the Financial Year 2015-16.

13. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT – 9 (Attached as Annexure –C) shallform part of the Board’s report.


14. VARIOUS POLICIES/PROGRAMME/CRITERIA etc.

In compliance with Companies Act, 2013 and Rules made there under, Clause-49 of theListing Agreement and SEBI Regulations, your Board of Directors and its variousCommittees have approved the following Policies/ Criteria/Programme at their variousmeeting to be held from time to time, and, the same have also been available on thewebsite of theCompany i.e. www.chamakholdings.com

(i) Policy on Related Party Transactions(ii) Policy on Board Diversity(iii) Policy for Preservation of Documents(iv) Policy for Determination of Materiality of Events(v) Policy on Archival of Documents(vi) Nomination & Remuneration Policy(vii) Policy on Familiarization of Independent Directors(viii) Code of Conduct for Directors and Senior Management of Chamak Holdings

Ltd. in terms of SEBI {Prohibition of Insider Trading } Regulations 2015.15. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

There is No Change in Directors during the year. The Board consists of executive and non-executive directors including independent directors who have wide and varied experiencein different disciplines of corporate functioning.

Change in Company Secretary and Compliance Officer

Mr. Arun Kumar Sharma, Company Secretary cum Compliance Officer had resigned fromthe company w.e.f May 14, 2016 due to his personal occupancy and Board of Directors, tocomply with the requirement of Sec 203 of the Companies Act, 2013 and listingRegulations. has appointed Mr. Arvind Kumar Tiwari as Company Secretary cumcompliance officer w.e.f May 30, 2016.

B) Declaration of Independence by Directors

Declaration given by Independent Directors meeting the criteria of Independence asprovided in sub-section (6) of Section 149 of the Companies Act, 2013 is received andtaken on record.The copy of the Declaration is available for inspection at the registered office of thecompany during business hours by any member of the company.

C) Formal Annual Evaluation

As the company has appointed Independent Director at year’s end and our Board ofdirectors are working on the formation of Annual Evaluation System for review of theperformance of the Independent Director(s).

Our Board of directors assured that Board is under the process and will formulate a properpolicy for performance evaluation of Independent Director very soon


16. MANAGERIAL REMUNERATION:

1) None of the Employee of the company is receiving remuneration in excess of limitprescribed under rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014

2) Except Company Secretary, the company has not increase the remuneration of anemployee, Director or KMP during the financial year in view of the financial difficultiesof the company and Directors other than Managing Director & Whole time Directorsshall be entitled to sitting fees for each Meeting of the Board attended by them atpresent we are paying Rs. 10000 for each Board Meeting and Rs. 5000 for eachCommittee Meeting as sitting fees to the Directors.

3) None of any director who is in receipt of any commission from the company and whois a Managing Director or Whole-time Director of the Company shall receive anyremuneration or commission from any Holding Company or Subsidiary Company ofsuch Company subject to its disclosure by the Company in the Board’s Report.Disclosure U/s 197(4)

4) As per the company’s financial position, the company is not in position to give hugeremuneration to its KMPs and other Directors,

(i) Mr. Anubhav Kathuria, Managing Director of the Company entitled to the followingremuneration :

1) Salary : Rs. 15,000/- Per Month2) Tenure : 3(Three) Years3) Company car with driver for use of company business.4) Reimbursement of expenses incurred on by the Managing Director through the

Credit Card towards entertainment, traveling, hotel and other expenses actuallyincurred by him on performing of his duties.

5) Reimbursement of expenses incurred on Telephone and other communicationfacilities at residence for company’s business.

6) Contribution to Provident Fund, Superannuation fund or annuity fund to the extentthose either put singly or put together are not taxable under the Income Tax Act,1961.

7) Gratuity payable at the rate not exceeding half a month salary for each completedyear or service.

8) Encashment of leave at the end of the future.9) Leave travel concession/ holiday package for the Managing Director and family once

in a year.10) Medical reimbursement: expenditure incurred for the Chairman & Managing Director

and his family subject to a sealing of one month’s salary in a year or three months’salary over a period of three years.

11) Reimbursement of remuneration paid to a clerk/ helper in the performance of dutiesby the chairman & Managing Director.

12) Termination: The appointment of Mr. Anubhav Kathuria as a Managing Director maybe terminated by either party giving to other one months notice in writing.

(ii) Mr. Arun Kumar Sharma, Company Secretary of the Company is entitled to thefollowing remuneration:

1) Salary : Rs.23,000 /- Per Month till September 30, 20152) Revised Salary: Rs. 35,000/- per Month from October 1, 20153) Reimbursement of expenses incurred on by him performing of his duties.


4) Termination: The appointment of Mr. Sanjay Kumar Das as a Company Secretarymay be terminated by either party giving to other one months notice in writing.

(iii) Mr. Kapil Vig, Chief Financial Officer of the Company entitled to the followingremuneration :

1) Salary : Rs. 12,000/- Per Month2) Reimbursement of expenses incurred on by him on performing of his duties.3) Gratuity payable at the rate not exceeding half a month salary for each completed

year or service.4) Termination: The appointment of Mr. Kapil Vig as a Chief Financial Officer (CFO)

may be terminated by either party giving to other one months notice in writing.

(iv) Mr. Subhash Chander Kathuria being Director of the Company shall be entitled toSitting fees for each meeting attend by them at such rate as may be decided byBoard from time to time.

(v) Mr. Vagish Pathak being a non executive director of the Company shall be entitledto Sitting fees for each meeting attend by them at such rate as may be decided byBoard from time to time.

(vi) Mr. Ajay Kumar Mohanty, Indepednent Director of the Company shall be entitled toSitting fees for each meeting attend by them at such rate as may be decided byBoard from time to time

(vii) Mr. Gurbachan Singh Matta, Independent Director of the Company shall be entitledto Sitting fees for each meeting attend by them at such rate as may be decided byBoard from time to time

(viii) Ms. Arundhati Kar, Woman Cum independent Director of the Company also entitledto same amount of sitting fees paid to other directors and she is not entitled to anyother remuneration from the company

17. DISCLOSURE REGARDING VARIOUS COMMITTEES

Board of Director has formed Three vital committees for assistance of the Board thesecommittees are comprised exclusively of directors. Committee members are appointed bythe Board of Directors, which also designates each committee’s chairman. Theresponsibilities and specific operating procedures of each committee were specified by theboard when they were established and were added to the by-laws.Complete details relating the Audit Committee, Nomination & Remuneration Committee,Stakeholder Grievance & Share Transfer Committee is included in the CorporateGovernance Report which is forming part of this Boards’ Report.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As our company is not covered under the provisions of section 135 of the Companies Act,2013 but our Board of Director are planning to contribute some amount towards the benefitof the Society or nation.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investment have been disclosed in the FinancialStatements.


20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts andarrangements with related parties under Section 188(1) of the Act, entered by theCompany during the financial year, were in the ordinary course of business. The Companypresents a Statement of all related party transactions before the Audit Committee on aquarterly basis specifying the nature, value and terms and conditions of transaction.Transactions with related parties are conducted in a transparent manner with the interestof the Company as utmost priority. Details of such transactions are given in theaccompanying Financial Statements. Details of Transactions has been Annexed in AOC-2as Annexure-D.

21. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Membersof the Board and all employees in the course of day to day business operations of thecompany. The Code has been placed on the Company’s website www.chamakholdings.comThe Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place, in business practices and indealing with stakeholders. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as the ‘WhistleBlower Policy’ for its Directors and employees, to report instances of unethical behavior,actual or suspected, fraud or violation of the Company’s Code of Conduct. The aim of thepolicy is to provide adequate safeguards against victimization of whistle blower who availsof the mechanism and also provide direct access to the Chairman of the Audit Committee,in appropriate or exceptional cases. Accordingly, ‘Whistle Blower Policy’ has beenformulated with a view to provide a mechanism for the Directors and employees of theCompany to approach the Ethics Counsellor or the Chairman of the Audit Committee of theCompany.

23. DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION , PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero Tolerance for Sexual Harassment of Women at work place. A policyhas been adopted in line with the sexual harassment at work place (Prevention, Prohibition& Redressal) Act, 2013 and the Rules framed thereunder. During the Year, no Complaintspertaining to sexual harassment were received.

24. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation to theCompany and during the period when the Trading Window is closed. The Board is


responsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNSTATUS AND COMPANY’S OPERATIONS IN FUTURE

The company has not initiated any proceeding during the last year, hence no any order infavor of or against the company has been passed by any Court or Tribunal

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO Sec 134(3)(m) read with Rule 8 Sub rule 3 ofCompanies (Accounts rules 2014)

The details of conservation of energy, technology absorption, foreign exchange earningsand outgo are as follows:

A. Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption asrequired to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read withRule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988, is not applicable to your Company.

B. Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo, as required to be given underSection 217(1)(e) of the Companies Act, 1956 read with Rule 2(c) of the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicableto your Company.

C. Technology Absorption:

As the Company is into trading business the same is not applicable to the Company.

27. DIRECTORS’ RESPONSIBILITY STATEMENT Refer Sec 134(3)(C)read withSec 134(5)

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the company at the end of the financial yearand of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;


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

(f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

28.CORPORATE GOVERNANCE

Report on Management Discussion and Analysis Report attached.

We would like to inform you that pursuant to Regulation 15(2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015, the Regulation 27(2) i.e Filingof Corporate Governance Report is not applicable to our Company (Chamak holdingsLimited) as the Paid up Share capital is less than Rs. 10 Crores and Net Worth is less thanRs. 25 Crores as on the last day of previous financial year i.e 31st March, 2016. But in theview of good corporate governance our company is following corporate governanceprinciples as a good citizen of country and for ethical standards. Report of CorporateGovernance attached.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the sincere services renderedby employees of the Company at all levels. Your Directors also wish to place on record theirappreciation for the valuable co-operation and support received from the Government ofIndia, various state governments, the Banks/ financial institutions and other stakeholderssuch as, shareholders, customers and suppliers, among others. The Directors alsocommend the continuing commitment and dedication of the employees at all levels, whichhas been critical for the Company’s success. The Directors look forward to their continuedsupport in future.

Date: 30/05/2016Place: New Delhi

Anubhav KathuriaManaging DirectorDIN: 01198916R/o: 3, Poorvi Marg, Vasant Vihar,New Delhi-110057

Subhash Chander KathuriaDirectorDIN: 00053041R/o: 3, Poorvi Marg, Vasant Vihar,New Delhi-110057


PARTICULARS OF EMPLOYEES

Information as per Section 196 of the Companies Act, 2013 read with Companies(Appointment and Remuneration) Rules 2014 and forming part of Directors’ Report forthe year ended on 31st March, 2016.

A. Employed throughout the year and were in receipt of remuneration of notless than Rs. 60,00,000 per annum- NIL

S.No

Name

Age

yrs.

Designatio

n/Nature ofdutie

s

Remuneration(inRs.)

Qualificati

on

Date ofcommencemen

t ofemployment

Experience(yrs)

Lastemploymentheld

Designation

Periodfor

whichpostheld

B. Employed for part of the year and were in receipt of remuneration of not lessthan Rs. 5,00,000 per month- NIL

S.No.

Name

Ageyrs.

Designation/Nature

ofduties

Remuneration (inRs.)

Qualificati

on

Date ofcommencement of

employment

Experience(yrs)

Lastemploymentheld

Designation

Periodfor

whichpostheld

Notes:

1. Remuneration includes salary, allowances, medical benefits, leave travel allowance, targetvariable pay, Company’s contribution to PF and Superannuation funds, leave encashmentand monetary value of perquisites at cost to the Company and commission on net profits,if any, variable pay, management incentive etc.

2. None of the employees hold by himself or along with his / her spouse and dependentChildren, 2% or more of Equity shares of the Company.

3. The services of all the employees are contractual in nature. Other terms and conditions areas per Company’s Rules.

4. None of the employees mentioned above is a relative of any Director of the Company.


MD AND CFO Compliance Certification

The Board of DirectorsChamak Holdings Limited55B, Rama Road Industrial Area,New Delhi-110015

Dear Board of Directors,

We, Anubhav Kathuria, (Managing Director) and Kapil Vig, (Chief Financial Officer), do herebycertify the following:-

As required under Regulation 17(8) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015, we state that:

1. We have reviewed financial statements and the cash flow statement for the year ended 31st

March, 2016 along with the Notice and Director’s Report attached therewith2. these statements do not contain any materially untrue statement or omit any material fact

or contain statements that might be misleading;3. these statements together present a true and fair view of the company’s affairs and are in

compliance with existing accounting standards, applicable laws and regulations.4. There are, to the best of their knowledge and belief, no transactions entered into by the

company during the year which are fraudulent, illegal or violative of the company’s code ofconduct.

5. We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of internal control systems of thecompany pertaining to financial reporting and we have disclosed to the auditors and the AuditCommittee, deficiencies in the design or operation of such internal controls, of which we areaware and the steps we have taken or propose to take to rectify these deficiencies

6. We have indicated to the Auditors and the Audit Committee:(i) significant changes in internal control over Financial Reporting during the year, if

any;(ii) significant changes, if any; in accounting policies during the year and that the same

have been disclosed in the notes to the financial statements; and(iii) instances of significant frauds, if any, of which we have become aware and the

involvement therein, if any, of the management or an employee having a significantrole in the company’s internal control system over financial reporting.

Your Sincerely

Place : New DelhiDate : 30/05/2016 Anubhav Kathuria Kapil Vig

Managing Director Chief Financial Officer


Declaration Regarding Code of Conduct

To,The Members ofChamak Holdings Limited

I, Anubhav Kathuria, (Managing Director) of the Company (Chamak Holdings Limited) do herebydeclare that all Board Members and Senior Management Personnel have affirmed Compliance withthe Code of Conduct of the Company. The Code is posted on the Company’s Websitewww.chamakholdings.com

For Chamak Holdings Limited

Anubhav KathuriaManaging DirectorDIN: 01198916

Place: New DelhiDate: 30/05/2016


Corporate Governance Report

Securities and Exchange Board of India (SEBI) ushered a formal code of corporategovernance through SEBI (Listing Obligations and Disclosure Requirements) Regulations2015, This report sets out the details of corporate governance systems and processes ofthe Company, as set out in the Regulation and some of the practices followed by theCompany on corporate governance. The Company is in full compliance with the corporategovernance norms as stipulated in said Regulation. We would like to inform you thatpursuant to Regulation 15(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015, the Regulation 27(2) i.e Filing of CorporateGovernance Report is not applicable to our Company (Chamak holdings Limited)as the Paid up Share capital is less than Rs. 10 Crores and Net Worth is less thanRs. 25 Crores as on the last day of previous financial year i.e 31st March, 2016,but in the view of good corporate governance our company is following corporategovernance principles as a good citizen of country and for ethical standards

1. Company’s Philosophy on Corporate Governance

The Company has set itself the objective of expanding its capacities in the near futureand to be competitive in its business. As a part of its growth strategy, the Companybelieves in adopting the 'best practices' that are followed in the area of CorporateGovernance across various geographies. The Company emphasises the need for fulltransparency and accountability in all its transactions, in order to protect the interestsof its stakeholders. The Board considers itself as a Trustee of its Shareholders andacknowledges its responsibilities towards them for creation and safeguarding theirwealth. The Company expects to realise its Vision by taking such actions as may benecessary in order to achieve its goals of value creation, safety, environment andpeople.

Our Corporate Governance Philosophy is driven by the following principles:

(i) To ensure transparency and openness about all facts of our operation at all times(ii) To be driven by integrity and core values(iii) Provide true and fair image of our organization(iv) To comply with the spirit of Laws(v) To work with the people and for the people

2. Board of Directors

Our company consists of Executive as well as Non Executive Director entrusted withthe ultimate responsibility of the management, affairs of the company, operations ofthe company and performance of the company. Company has vested the requisitepowers to the Board of Directors

a. Composition

The Composition of Board as on March 31, 2016 is as follows:


b. Brief Particular of the Directors of the company

Brief profile and particulars of the Board Members of the are as follows:

Mr. Anubhav Kathuria, aged 33 years, is a Managing Director of the Company, hiseducational qualifications includes a Bachelor of Commerce and is also a Master ofBusiness Administration (MBA). He has more than 11 years of Experience in managingsteel industry and Medicare & Bio tech Business.

Mr. Subhash Chander Kathuria, aged 69 years, is a Director of the Company. Hiseducational qualifications is Diploma in Mechenica Engineering. He has more than 30years experience in Managing the business of Steels, Iron ore etc.

Mr. Vagish Pathak, aged 65 years. His educational qualifications is a Post Graduatein Humanities and he has more the 15 years of Experience in managing Steels Industry.

Mr. Ajay Kumar Mohanty aged 61 years, has Joined Indian Overseas Bank on 16th

August, 1978 as a Probationary Officer and retired on 30th April, 2014 as DeputyGeneral Manager. He also worked in first line assignment in nine Branches spreadacross Orissa, west Bengal, Delhi, Andhra Pradesh and Gujrat. He was also in-chargeof Business Development, Credit Sanctions and risk Management for the ten Regionsunder North Zone during his assignment as D.G.M of National Banking Delhi Zone.

Mr. Gurbachan Singh Matta is an ex-banker with app. 40 years of experience. Hewas associated with Indian Overseas Bank since 1968 till 2005. In August 2005, hejoined Punjab and Sind Bank and was promoted as Executive Director of the Bank inMarch 2006. He has also headed various committees for implementation of Basel II,Core Banking Solutions and Risk Management. He is also a visiting faculty at NIBSCOM(National Institute of Bank Studies and Corporate Management), Noida for lectures onvarious topics on the Banking Industry like Risk Management, Corporate Governance,Basel II norms, etc.Ms. Arundhati Kar joined Indian Overseas Bank as probationary officer, and retiredas Deputy General Manager on 01/05/2013. She has vast knowledge in bankingoperation. She worked as branch head almost for 15 years also worked as in-charge ofInspection Dept. North India. She was also a guest faculty for training Centre and alsonominated by the bank in the interview panel on several occasions for recruitment andpromotion of different cadres.

Name of the Person DesignationMr. Anubhav Kathuria Managing DirectorMr.Subhash Chander Kathuria Non Executive DirectorMr. Vagish Pathak Non Executive DirectorMr. Ajay Kumar Mohanty Independent DirectorMr Gurbachan Singh Matta Independent DirectorMs. Arundhati Kar Woman Cum Independent

Director


c. Directorship held in other companies

Name of the Director No. of other companies in whichdirectorship heldPublic Companies Private Companies

Mr. Anubhav Kathuria 1 6Mr. Subhash Chander Kathuria 1 12Mr. Vagish Pathak 4 15Mr. Ajay Kumar Mohanty 1 0Mr. Gurbachan Singh Matta 1 0Ms.Arundhati Kar 0 0

d. Details of Meeting Attended

Name No. of Board Meetingheld

No of MeetingsAttended

Mr. Anubhav Kathuria 4 4Mr. Subhash Chander Kathuria 4 4Mr. Vagish Pathak 4 2Mr. Ajay Kumar Mohanty 4 4Mr. Gurbachan Singh Matta 4 2Ms. Arundhati Kar 4 3

e. Audit Committee

a) Composition:

The Committee consist of following Members.

Mr. Ajay Kumar Mohanty ChairmanMs. Arundhati Kar MemberMr. Vagish Pathak Member

b) The Audit Committee shall have the following specific powers and duties:

1. Holding such regular meetings as may be necessary and such special meetings asmay be called by the Chairman of the Audit Committee

2. Bearing responsibility for the appointment, compensation, retention and oversightof the work of any registered public accounting firm engaged (including resolutionof disagreements between management and the auditor regarding financialreporting) for the purpose of preparing or issuing an audit report or performingother audit, review or attest services, and each such registered public accountingfirm must report directly to the audit committee;

3. Selecting, evaluating and, where appropriate, replacing the independent auditors(or nominating independent auditors) to be proposed for shareholder approval inany proxy statement, which independent auditors shall ultimately be accountableto the Board of Directors and the Audit Committee;


4. Conferring with the CFO and the Auditors concerning the scope of their examinationsof the books and records of the Company.

5. Approving the Company's internal annual audit plans and procedures; andauthorizing the auditors to perform such supplemental reviews or audits as theCommittee may deem desirable;

6. Reviewing with management and internal auditors' significant risks and exposures,audit activities and significant audit findings;

7. Reviewing the Company's audited annual financial statements and the independentaccountants’ opinion rendered with respect to such financial statements, includingreviewing the nature and extent of any significant changes in accounting principlesor the application thereof;

8. Reviewing the adequacy of the Company's systems of internal control, includingprocedures related to executive travel and entertainment;

c) Audit Committee Meetings:

Audit Committee met 4 (Four) times during the financial year and all the Memberwere duly presented at the Meeting.

Name of the Member No of Meeting Held No. of MeetingAttended

Mr. Ajay KumarMohanty

4 4

Ms. Arundhati Kar 4 3Mr. Vagish Pathak 4 3

f. Nomination & Remuneration Committee

a) Composition:

The Committee consist the following members

Ms. Arundhati Kar ChairpersonMr. Ajay Kumar Mohanty MemberMr. Vagish Pathak Member

b) Responsibilities

The primary responsibility of the Committee is to review and makerecommendations to the Board on the composition, diversity, size and commitmentof the Board, to ensure that the Board:

Operates in such a way that the duties of the directors are likely to be efficientlydischarged; adds value to the Company;

Can effectively review and challenge the performance of management and exerciseindependent judgment; and

Has the necessary competencies, expertise and experience to enable it to dischargeits mandate effectively.


c) The duties of the Committee shall include:

Assessing the necessary and desirable competencies of Board members; Evaluating the range of skills, experience and expertise on the Board and identifying

any additional skills, experience and expertise that may be desirable to supplementthe current Board prior to making any recommendation for an appointment;

Identifying the steps to be taken to ensure a diverse range of candidates areconsidered in selecting new directors and the factors to be taken into account in theselection process;

Identifying individuals qualified to become Board members (noting that past orpresent partners of the firm then engaged as the Group’s External Auditor are notto be appointed to the Board), following an assessment of their skills, experience,expertise and likely level of commitment, and recommending them to the Board;

Developing and implementing succession plans and plans for enhancing directorcompetencies;

Reviewing the performance of the Board, Board Committees and individualDirectors, and

Consider and, where appropriate, recommend to the Board the appointment of oneof the independent Directors to the role of senior independent director from time totime.

d) Nomination & Remuneration Committee Meetings:

Committee met 3 (Three) times during the financial year and all the Member wereduly presented at the Meeting.

Name of the Member No of Meeting Held No. of MeetingAttended

Mr. Ajay KumarMohanty

3 4

Ms. Arundhati Kar 3 2Mr. Vagish Pathak 3 3

e) Remuneration Policy of the Company

Company following below mentioned remuneration policy

1. For Executive Directors

Executive Director(s) the company is paying a fixed amount of remuneration ad allother benefits as the Board of Directors and further no any sitting fees is paid to anyexecutive director.

2. For Non Executive Directors

Company shall paid sitting fees to all Non executive directors, independent director,woman directors for each Board Meeting or any committee Meeting attended by them.


g. Stakeholder Grievances and Share transfer Committee

a) Composition:The Stakeholder Grievance and Share Transfer Committee consist of followingmembers:

Mr. Anubhav Kathuria ChairmanMr. Subhash Chander Kathuria MemberMr. Vagish Pathak Member

b) Powers and authorities

Powers and authorities The Shareholders’ Grievance Committee may: Ensure proper controls at Registrar and Transfer agent; Look into the redressing of the shareholders complaints and queries; Review movement in shareholdings

h. Disclosures:

Disclosure of all related party transactions has been made in the Notes to accounts ofthe Balance Sheet presented in this Annual Report.

Disclosure relating to the interest in other entities has been duly received from theDirectors in form MBP-1 and duly approved by the Board of Directors in their Meeting.

Disclosure relating to SEBI (Substantial Acquisition of Share and Takeover) Regulations,2011 has been duly received from the Promoter and other concern persons.

The company has followed the guidelines of accounting standards laid by The Instituteof Chartered Accountants of India in preparation of its Financial Statements.

i. General Body Meeting Day, date , time and place of last three Annual GeneralMeeting of the Company.

Year Day, Date & Time Place2013 Monday, September 30,

2013 at 11.30 A.M55B, Rama Road IndustrialArea, New Delhi-110015

2014 Tuesday, September 30,2014 at 02.30 P.M

55B, Rama Road IndustrialArea, New Delhi-110015

2015 Tuesday, September 29,2015 at 3.00 P.M.

55B, Rama Road IndustrialArea, New Delhi-110015

j. Minutes

Minutes of the Board Meeting, Committee Meetings and General Body Meetings areprepared, recorded and approved by the Chairman of the Meeting as per thestatutory norms.


k. Quarterly Reconciliation of Share Capital Audit Report

A thorough audit is conducted on a quarterly basis by a qualified CompanySecretary, in terms of regulation 55A of SEBI (Depositories & Participants)Regulations, 1996, to reconcile the total admitted equity share capital with NSDLand CDSL and the total issued and listed equity share capital. The Reconciliation ofShare Capital audit report confirms that the total issued/paid-up capital is inagreement with the total number of shares in physical form and the total numberof dematerialised shares held with NSDL and CDSL.

Quarter Ended Name of the PCSJune 30, 2015 Gupta Anand &

AssociatesSeptember 30, 2015 Gupta Anand &

AssociatesDecember 31,2015 Gupta Anand &

AssociatesMarch 31, 2016 Gupta Anand &

Associates

l. Compliance of Quarterly Results as per Regulation 33 & 47 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

The company follows April-March financial year and as per the Regulation 33 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thecompany has to prepared, approve at the Board Meeting, Submission of Results to StockExchanges and publication in the News Paper of Notice of Board Meeting & QuarterlyResults.

m. The company as per Regulation 33 & 47 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 , has to publish the quarterlyresults in one English Newspaper & in one vernacular newspaper.

Our company published its Quarterly results as well as Notice of Board Meeting inMillennium Post (English Edition) and Samachar Jagat (Hindi Edition).

Following are the details of Quarterly results approval

For theQuarter Ended

Date ofNotice ofBoardMeeting

Date of BoardMeeting

Date ofNewspaperpublication ofNotice

Date ofPublicationof QuarterlyResults

UnauditedResults forQuarter EndedJune 30, 2015

August 3,2015

August 13,2015

August 04, 2015 August 14,2015

UnauditedResults for theQuarter Ended

October 29,2015

November 9,2015

October 30,2015

November10, 2015


September 30,2015UnauditedResults for theQuarter EndedDecember 31,2015

February04, 2016

February 13,2016

February 05,2016

February 14,2015

Audit Results forthe Quarter &Year EndedMarch 31, 2016

May 20,2016

May 30, 2016 May 21, 2016 June 1, 2016

n. Listing of Share/Securities of the Company

The Company’s Equity Share are listed in the following stock exchanges

Name of the Stock ExchangesDelhi Stock Exchanges LimitedMetropolitan Stock Exchange of India Limited (FormerlyMCX-SX)Bombay Stock Exchange

o. Dematerialisation of Share

Nearly 98.27 % shares of our company is dematerliazed as on March 31, 2016.Further 100% Shareholding of the Promoter and Promoter Group is in Demat Form.

p. Shareholdings Pattern

Our company has total 3245000 outstanding Equity Shares our of which 2421000is held by promoter which is nearly 74.61% of total outstanding equity shareholdingof the company.

Shareholdings Pattern

Promoters Foreign Financial Institutions Mutual Funds Individuals/ Other


q. CFO Certification

CFO Certification by Mr. Kapil Vig, Chief Financial Officer as per the listing agreementwas placed before the Board, the Board approved the same at its Board Meeting.

r. General Shareholder Information

Day, Date, Time & Place of AGM : September 29, 2016 at 02.00 P.M at55B, Rama Road Industrial Area, NewDelhi-110015

Financial Year : April 01, 2015 to March 31, 2016

Dividend Payment : Nil

Cut off Date : September 22, 2016

Book Closure : September 23, 2016 toSeptember 29, 2016

Name of Compliance officer : Mr. Arvind Kumar Tiwari

Contact Details for Correspondence : 011-45691047

[email protected]

s. Report on Corporate Governance

This report read together with the information given in Directors’ Report whichincludes Management Discussion & Analysis Report along with the other annexuresto the Board Report.

Date: 30/05/2016

Place: New Delhi


Management Discussion and Analysis Report

Business overview

There is something to cheer about that Chamak Holdings Limited is now listed with TheBombay Stock Exchange Ltd. and Metropolitan Stock Exchange of India Limited (formerlyknown as MCX-SX) a nation wide stock Exchange in addition to DSE Ltd which will boostthe confidence of stakeholders.

The Company is basically engaged in the business of Plastic & Steels Scrap and otherrelated activities. The prospect of Plastic related goods are bright in terms of long termperspective and it will help us to increase our earnings in near future.

On the economic front, India seems to be witnessing a slow pick-up in growth. The realproblem lies for India is that too much long term money is really not coming from theForeign Investors and Domestic investors are also not pumping money into the market atthe expected rate. The positive reforms taken by the Government is encouraging for theCorporates in the near future. The reduction of crude oil prices as well as lower food prices,have contributed to a fall in consumer price inflation. The current account deficit has alsoimproved than what it was earlier. The Reserve Bank of India (RBI) has cut policy ratesseveral times in 2015-16 and eased liquidity. Despite these positive developments,FY2015-16 was difficult for the banking and financial services sector. Low credit growthplus high non-performing assets (NPAs) have resulted in banks being reluctant to pass onthe benefits of the eased liquidity and rate cuts. Under such circumstances, Chamak hasshown the sign of growth as compared to last year.

Financial Analysis

The accompanying financial statements have been prepared in accordance with theAccounting Standard and with the requirements of the Companies Act, 2013 and generallyaccepted accounting principles & policies prevailing in India.

As compared to previous year numbers our Company has performed, Profitability of theCompany has decreased, asset base has been created during the year, Increase in theRevenue from the operations. These all abovementioned aspects shows that Company ison the right path.

Analysis of Balance sheet of the company

Summary Statement of Assets and Liabilities

Particulars Amount in Rs. Hundred

As at

31-Mar-14 31-Mar-15 31-Mar-16

(1) Equity & Liabilities

Shareholders' Funds


(a) Share capital 29,500.00 324,500.00 324,500.00

(b) Reserves & Surplus (107,145.54) (14,605.96) (37,040.57)

(2) Non Current Liabilities

(a) Long term borrowings 142,208.50 148,709 204,238(b) Deferred Tax Liabilities(net) - - -

(c) Long term provisions 0.00 42.90 527.36

(3) Current Liabilities

(a) Short-term Borrowings - - -

(b) Trade payables - - 65,606.15

(c )Other Current Liabilities 4,621.99 6,706.54 6,149.65

(d) Short-term Provisions 257.16 5,585.06 -

Total 69,442.11 470,937.04 563,980.59

Assets

(4) Non Current Assets

(a) Fixed Assets - 476.44 26,016.55

(b) Non Current Investments - 254,062.23 278,301.68

(c ) Long term loans andadvances

57,312.00 57,312.00 57,312.00

(d) Deferred Tax Assets (net) 0.00 0.00 0.00

(e) Capital & amortisedexpenses not written off

0.00 - -

(5) Current Assets

(a) Current Investments - - -

(b) Inventories 0.00 - -

(c ) Trade Receivables 10,625.00 18,296.82 56,095.45

(d) Cash & Bank Balances 1,080.72 140,194.07 145,860.54

(e) Short term loans andadvances

424.39 0 131.62

(f) Other current assets 0.00 595.48 262.75

Total 69,442.11 470,937.04 563,980.59

1. Fixed Assets:

As the Company has robust plans for near future, Fixed Assets has been added this yearto create the Infrastructure and working environment.


2. Non current Investment

The company made investment worth Rs. 2,78,30,168/- as compare to 2,54,06,223 nonCurrent investment in the last year which indicates that the company has also investedsome surplus amount of funds into the other corporates and expect some good earnings.

3. Long Term Loans & Advances

Company has Long Terms Loans & Advances to the tune of Rs. 5731200 and we intendto return the amount in the ensuing year.

4. Long term borrowings

To keep the Company less dependent on others, borrowings has been taken from Directors.

Analysis of Statement of Profit & Loss

Particulars Amount in Rs. Hundred

For the Year ended

31-Mar-14 31-Mar-15 31-Mar-16

Income from continuing Operations

I. Revenue from operations

Sales5,000.00 29,599.82 94,297.45

II.Other Income33.71 8,395.72 5,739.23

III.Total revenue(I+II) 5,033.7137,995.54 100,036.68

IV.Expenses

Purchase of Stock-in-Trade- - 65,606.15

(Increase)/ Decrease In Inventories ofFinished Goods, Work-In-Progress andProcessed/Traded Goods

- - -

Employee Benefits Expenses960.00 5,608.31 13,180.23

Finance Cost- 12.93 3,051.05

Depreciation and amortization expenses- 5.86 2,900.89

Other expenses1,241.42 23,364.25 36,119.77

Total expenses(IV)2,201.42 28,991.35 120,858.09


IX.Profit before tax(VII-VIII)2,832.29 9,004.19 (20,821.41)

X.Tax Expenses/(Income)

Current tax (Including FBT)(926.60) (6,421.71) (1,128.74)

Earlier year tax/(Refund) (Including FBT)- - -

Deferred tax charge /(credit)0.00 (42.90) (484.46)

Total tax expense(926.60) (6,464.61) (1,613.20)

XV.Profit for the period1,905.69 2,539.58 (22,434.61)

Revenue & Profitability

The Turnover from the Operations of the Company during the Financial Year ended 31stMarch, 2016 amounted to Rs. 10,003,668 as compared to 3,799,554 during the previousyear ended 31st March, 2015. The Turnover of the Company has Increased by 38% fromthe previous year. However profit for the year has been decreased from Rs. 253958.00 toRs. -2243461.00 during the year.

Major components of increase in the cost of the company are Employees Benefits Expenseswhich is because of increase in the employees in the company and appointment of NewIndependent Directors, Woman Director, appointment of Chief Financial Officer andcompany secretary which is the main reason for increase in the Employees Benefit Costs .

The company also purchased some fixed assets during the year.

Risk Management

In the course of its business, the Company is exposed to a series of risks that could affectits performance and the achievement of its strategic and financial goals. In order toimplement mechanisms to manage its risks, the Company has identified the risks througha proactive approach: upstream with management teams and downstream with theoperational and functional teams. The nature of the main risk factors and means ofprevention or action are outlined in the chapter of the management report entitled “Riskfactors”.

At the management’s figured out these risks, for which the level of control is insufficient,or could be improved, can then be analyzed by the main roles of the system of control.Internal control procedures are then designed or reviewed in collaboration with operationalteams to improve efficiency. The procedures implemented represent an internal operatingframework for the Company and are constantly changing so as to ultimately provideeffective risk management tools, for use at all levels of the organization and, in particular,for analyzing IT and extra-financial risks. Hence, the Statement which is enclosed with thedirectors’ report, may have following elements:


Further Board has constituted risk management committee to look into all the current andfuture material risk exposures of the Company and it should be appropriately mitigated,minimized and managed. Board has also adopted the risk management policy andprocesses which will enable the Company to proactively manage uncertainty and changesin the internal and external environment to limit negative impacts and capitalize onopportunities. It will help in business growth with financial stability.

Internal Control System

The Company has an adequate system of accounting and administrative control withadequate system of internal checks that ensures safe recording of all Company’s assetsand their proper and authorized utilization. Board has appointed the internal auditor toconduct a risk based audit with to review not only test adherence to laid down in policiesand procedures but also to suggest improvements in process and systems. Their auditprogram is agreed upon by the Audit Committee. Internal Audit observations andrecommendations reported to the Audit Committee, which monitors the implementation ofsuch recommendations. The Company has an Audit Committee which on a regular basisreviews the adequacy and effectiveness of internal control.

Business Risk

Business risk arising out of less amount of profitability and as compare to the status of thecompany and the promoters. Our company is listed with three Stock Exchanges but theprofitability is not very high which may have some negative impression on the reputationof the company. The company increased its revenue but the profitability not increased inthe same proportion of the revenue which may be an adverse sign for the company.

Financial Risk

Our company has outstanding amount of Long Terms Loans & Advances which incurredfixed cost but our company is planning to follow strategy of internal financing for itsfunding. Our company is also following the policy of retaining cash for meeting its veryshort terms requirement of funds.

Legal & Statutory Risks

Our company is not engaged in any litigation in relation to the any violation of any statute,any contractual obligation pending against the company or by the company against anyother person. Our company secretary is constantly working for adherence of the companyand to advice the company about the compliance of different statutes, laws as applicableto the company and our management is also believe in the Good Corporate Governance.


Annexure-A

INTERNAL AUDITOR REPORTM/S CHAMAK HOLDINGS LIMITED

FOR THE PERIOD OF 01/04/2015 TO 31/03/2016To,

The Board of DirectorsChamak Holdings Limited55-B, Rama Road Indl. AreaNew Delhi- 110015

The Company Chamak Holdings Limited incorporated on 18th December, 1984 by theRegistrar of Companies, NCT of Delhi & Haryana and situated at 55B, Rama RoadIndustrial Area, New Delhi- 110015. The Company is engaged in the Business oftrading/dealing in steel related articles and investment activities.

The company is listed with Delhi Stock Exchange Limited (“DSE”) as well as BombayStock Exchange (“BSE”) and Metropolitan Stock Exchange of India Limited (“also knownas “MCX-SX”)

Following are the Key Managerial Personnel of the Company

Mr. Anubhav Kathuria Managing Director (“MD”)Mr. Kapil Vig Chief Financial Officer (“CFO”)Mr. Arvind Kumar Tiwari Company Secretary

Note: Earlier Mr. Arun Kumar Sharma was the Company Secretary cum complianceofficer but he has resigned from the Company w.e.f May 14, 2016, hence the companyhas appointed Mr. Arvind Kumar Tiwari as Company Secretary cum compliance officer ofthe company w.e.f May 30, 2016

The Company has aapointed our firm (M/s Sushil Pruthi and Co.) Internal Auditor forthe Financial Year 2015-16 and during the Internal Audit Process we have examined thefollowing documents and the observations regarding those are under-mentioned:

1. INTERNAL CONTROL SYSTEM

The company is having its own Internal Control System for reporting of issuesrelating to financial frauds, Non-compliance of Accounting Standards, Mis-appropriation of Funds etc. and Mr. Anubhav Kathuria being Managing Directortogether with Consultation of Mr. Kapil Vig (“CFO”) are maintaining such system.The internal control establish by the Board of Directors relating to accountingsystem are considered to achieving objectives such as:


1. Transactions are executed in accordance with proper general or specificauthorisation;

2. All transactions and other events are promptly recorded at the correct amountin the appropriate accounts and in proper accounting period so as to permitpreparation of Financial Statements in accordance with applicable reportingframework.

3. Access to assets is permitted only in accordance with proper autharization;4. Recorded assets are compare with the existing assets at reasonable intervals

and appropriate action is taken with regard to any difference.

As internal control system can only provide the directors with reasonableconfidence that their objectives are reached because of Inherent limitations suchas;

1. The usual requirements that the cost of an internal control is notdisproportionate to the potential loss which may result from its absence;

2. Most systematic internal controls tend to be directed at routine transactionsrather than non-routine transactions;

3. The potential for human error due to carelessness, distraction, mistake ofjudgement and the misunderstanding of instructions;

4. The possibility of circumvention of internal controls through collusion withparties outside or inside the entity;

5. The possibility that a person responsible for exercising an inter control couldabuse that responsibility.

2. INVENTORY MANAGEMENT

“As the company is not in manufacturing sectors, hence the company is notrequired to maintain any Inventory.”

3. FIXED ASSETS

As per the information provided, the Company does not own any Land & Buildingfurther the company has ownership over some office equipment’s and Vehicles. Allthe entries are duly entered in register of Fixed Assets.

The company has taken the premises of registered office on lease from Mr.Subhash Chander Kathuria (Director of the Company) and rent of Rs. 1,14,500 isdue to be paid on 31st March 2016 and on which TDS has been duly deducted anddeposited.

4. CREDIT RATING

At present company has not obtained any credit rating from any Credit RatingAgency.

As the company intends to expand its business operations, the company may facesome issues in near future while availing loan or financial assistance frombanks/Financial Institutions.


Recommendation: Company should obtain credit rating from Certified CreditRating Agency for improving its viability.

5. COMPLIANCE TO RELATED PARTY DISCLOSURESAs per our examination of the records of the Company, transactions with therelated parties are in compliance with sections 177 and 188 of the Act wereapplicable and details of such transactions have been duly disclosed in thefinancial statements as required by the applicable accounting standards.

6. REPAYMENT OF LOANS/OUTSTANDING EXPENSES/DEPOSITS

During the year ending 31st March 2016, company has obtained loans amountingto Rs. 57,99,838 paid Rs. 2,46,888 and have opening balance of Rs. 88,70,850from Directors and their Relatives and the net balance is Rs. 1,44,23,800 and thisis compliance to Section 180(1)(c) of Companies Act, 2013.The Company has also not availed any loan or credit facilities from Banks/Financial Institutions during the year.

Recommendation: Company should have obtained a declaration from directorsand their relatives, in writing to the effect that the amount is not being given outof funds acquired by him by borrowing or accepting loans or deposits from others.

7. COMPLIANCE OF ACCOUNTING STANDARDS

On the basis of verification, we have examined the accounting records of thecompany and found that all the applicable Accounting Standard are duly followedby the Company.Mr. Kapil Vig (“CFO”) are taking due care for compliance of Accounting Standards.Hence no any observation required.

8. MEMORANDUM AND ARTICLES OF ASSOCIATIONS

We have examined the Memorandum of association and Articles of associationwhich are duly maintained by the company.No change occurred during the year 2015-16 in MOA & AOA. Hence, no anyobservation required.

9. CODE FOR INDEPENDENT DIRECTOR

Companies Code namely an Independent director who

(i) Must not have any relationship of any kind whtsoever with the Company,its group or the management that is such to compromise his or herjudgement and

(ii) Must meet the following criteria:- Not to be an employee or executive director of the Company, or an employee or

director of its parent or a company that its consolidates, and Not to have been in such a position for the previous five years, - Not to be an

executive director of a company in which the company holds a directorship,


directly or indirectly, or in which employee appointed as such or an executivedirector of the company ( currently in office or having held such office goingback to five years) is a director,

Not to be a customer, supplier, investment banker or commercial banker that ismaterial for the company or its group or for a significant part of whose businessthe Company or group of accounts,

Not to be related by close family ties to an executive director, Not to have an auditor of company within the previous five years, Not to have been a director of company for more than twelve years. In this regard company believes it is respecting the spirit of the code. However,

the board of directors plan to broaden its reflections regarding the courses ofaction to be studied with a view to applying the principle of equal representationof women and men on the board.

10.BOARD COMMITTEE

Board of directors has formed three vital committees for assistance of the Boardthese committees are comprised exclusively of the directors. Committee membersare appointed by the board of the directors, which also designates each committee’schairman. The responsibilities and specific operating procedures of each committeewere specified by the board when they were established and were added to the by-laws.

11.AUDIT COMMITTEE

The committee consist of the following members.Mr. Ajay Kumar Mohanty ChairmanMs. Arundhati Kar MemberMr. Vagish Pathak Member

The audit committee shall have the following specific powers and duties:

1. Holding such regular meetings as may be necessary and such special meetingsas may be called by the Chairman of the Audit Committee

2. Bearing responsibility for the appointment, compensation, retention andoversight of the work of any registered public accounting firm engaged(including resolution for disagreements between management and the auditorregarding Financial reporting) for the purpose of preparing or issuing an auditreport or performing other audit, review or attest services, and each suchregistered public accounting firm must report directly to the audit committee;

3. Selecting, evaluating and where appropriate, replacing the independent auditors(or nominating independent auditors) to be proposed for shareholder approvalin any proxy statement, which independent auditors shall ultimately beaccountable to the board of directors and audit committee.

4. Conferencing with the CFO and the Auditors concerning the scope of theirexaminations of the books and records of the company.


5. Approving the Company’s internal annual audit plans and procedures; andauthorising the auditors to perform such supplement reviews or audits as thecommittee may deem desirable.

6. Reviewing with management and internal auditor’s significant risks andexposures, audit activities and significant audit findings;

7. Reviewing the Company’s audited annual financial statements and theindependent accountants’ opinion rendered with respect to such financialstatements, including reviewing the nature and extent of any significant changesin accounting principles or application thereof;

8. Reviewing the adequacy of the Company’s systems of Internal Control, includingprocedures related to executive travel and entertainment;Recommendation:Since the Company is growing and planning further expansion it may require toemploy human resource to manage the accounting affairs moe efficiently andeffectively.

12.NOMINATION & REMUNARATION COMMITTEE

Composition: The committee consist of the following members

Ms. Arundhati Kar ChairpersonMr. Ajay Kumar Mohanty MemberMr. Vagish Pathak Member

Responsibilities

The primary responsibility of the Committee is to review and makerecommendations to the board on composition, diversity, size and commitment ofthe Board, to ensure that the Board:

Operates in such a way that the duties of the Directors are likely to be efficientlydischarged;

Adds value to the Company; Can effectively review and challenge the performance of management and

exercise independent judgement; and Has the necessary competencies, expertise and experience to enable it to

discharge its mandate effectively.

The duties of the Committee shall include:

Assessing the necessary and desirable competencies of Board Members; Evaluating the range of skills, experience and expertise on the Board and

identifying any additional skills, experience and expertise that may be desirableto supplement the current Board prior to making any recommendation for anappointment;

Identifying the steps to be taken to ensure a diverse range of candidates areconsidered in selecting new directors and the factors to be taken into account inthe selection process;


Identifying individuals qualified to become Board members(noting that past orpresent partners of the Firm then engaged as the Group’s External auditor arenot to be appointed to the board), following an assessment of their skills,experience, expertise and likely level of commitment), and recommending themto Board;

Developing and implementing succession plans and plans for enhancing directorcompetencies;

Reviewing the performance of the Board, Board Committees and individualdirectors, and

Consider and, where appropriate, recommend to the Board the appointmentofone of the independent Directors to the role of Independent director from timeto time.

The company has Constituted Nomination & Remunaration Committee, themembers of which are in Compliance, and the Committee has met at appropriatetime Intervals during the year.

13.STAKEHOLDER GRIEVANCES AND SHARE TRANSFER COMMITTEE

Composition:The Stakeholder Grievance and Share Transfer Committee consist of followingmembers:Mr. Anubhav Kathuria ChairmanMr. Subhash Chander Kathuria MemberMr. Vagish Pathak Member

Powers and authoritiesPower and authorities of The Stakeholders’ Grievance Committee may:

Ensure proper controls at Registrar and Transfer Agent; Look into the redressing of the shareholders complaints and queries; Review movement in shareholdings

14.MANAGEMENT COMMITTEE

Composition:Mr. Anubhav Kathuria ChairmanMr. Subhash Chander Kathuria MemberMr. Vagish Pathak Member

15.RISK IDENTIFICATION AND MANAGEMENT

In the course of its business, the company is exposed to a series of risks that couldaffect its performance and the achievement of its strategic and financial goals. Inorder to implement mechanisms to manage its risks, the company has identifiedthe risks through a proactive approach: upstream with management teams anddownstream with operational and functional teams. The nature of the main riskfactors and means of prevention or action are outlined in the chapter of themanagement report entitled “Risk factors”.


At the management’s request these risks, for which the level of control is sufficient,or could be improved, can then be analaysed by the main roles of the system ofcontrol. Internal control procedures are then designed or reviewed in collaborationwith operational teams to improve efficiency. The procedures implementedrepresent an internal operating frameworkfor the Company and are constantlychanging so as to ultimately provide effective risk management tools, for use at alllevels of the organisation and, in particular, for analysing IT and extra-financialrisks.

Signature

Name: Siddharth Pruthi Date: 30th May 2016

Sushil Pruthi & Co.Chartered Accountants204, Satya Mansion Commercial ComplexRanjit Nagar, New DelhiMem No. 527757


Annexure-B

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED MARCH 31, 2016

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 09of the Companies (Appointment and Remuneration Personnel) Rules,

2014]

To,The Members,M/s Chamak Holdings Limited55-B, Rama Road Industrial AreaNew Delhi -110015.

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s Chamak HoldingsLimited (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returnsfiled and other records maintained by the company and also the information provided bythe Company, its officers, agents and authorised representatives during the conduct ofsecretarial audit, we hereby report that in our opinion , the Company has , during the auditperiod covering the financial year ended on March 31, 2016 complied with the Statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent, in the manner and subject to the extent, inthe manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31, 2016according to the provisions of;

1. The Companies Act, 2013 (the Act) and the rules made there under;

2. The Securities Contracts ( Regulation) Act, 1956 (SCRA) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment :-(Not Applicable during the Audit period).

5. The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India , 1992 ( ‘ SEBI Act’);

(a) The Securities and Exchange Board of India( Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India ( Prohibition of Insider Trading)Regulations, 1992;

(c) The Securities and Exchange Board of India ( Issue of Capital and DisclosureRequirements) Regulations, 2009;


(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines ,1999 :-( Not Applicable during theAudit period).

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008 :-( Not Applicable during the Audit period).

(f) The Securities and Exchange Board of India ( Registration to an Issue and ShareTransfers Agents ) Regulations, 1993;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009 :-( Not Applicable during the Audit period).

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998:-( Not Applicable during the Audit period).

6. Compliances/processes/systems under any other Law specifically applicable to theCompany have been verified on test check basis.

We have also examined compliance with the applicable clause of the following;

I. The Secretarial Standards issue by the Institute of Company Secretaries of India.II. The Listing Agreements /Regulations entered into by the Company with the Stock

Exchanges.

During the period under review the Company has complied with the provisions of the Act,Rules, Regulations, Guidelines, Standards, etc mentioned above.

We further report that the Compliance by the Company of applicable financial Laws, likeDirect and Indirect tax laws has not been reviewed in this audit since the same have beensubject to review by statutory financial and other designated professional.

We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors, Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.Adequate notice is given to all Directors to schedule the Board Meetings, agenda anddetailed notes on agenda were sent at least seven days in advance, and a system existsfor seeking and obtaining further information and clarification on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decision at Board Meetings and Committee Meetings are carried unanimously asrecorded in the minutes of the Meetings of the Board of Directors or Committee of theBoard, as the case may be.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws, rules, regulations and guidelines.

For D MAHARATHI & ASSOCIATESCompany Secretaries

DILLIP CHANDRA MAHARATHI(Proprietor)

ACS: A24955CP: 13496



Note: This report is to be read with our letter of even date which is annexed as “ANNEXUREA” and forms an integral part if this report.

ANNEXURE ATo,The Members,M/s Chamak Holdings Limited55-B, Rama Road Industrial AreaNew Delhi -110015.

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial recordsbased on our audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarialrecords. The verification was done on the test basis to ensure that correct facts arereflected in Secretarial records. We believe that the processes and practices, wefollowed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Where ever required, we have obtained the Management representation aboutcompliance of laws, rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules,regulations, standards is the responsibility of the management. Our examinationwas limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of theCompany nor of efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For D MAHARATHI & ASSOCIATESCompany Secretaries

DILLIP CHANDRA MAHARATHI(Proprietor)

ACS: A24955CP: 13496



I REGISTRATION & OTHER DETAILS:

i CINii Registration Dateiii Name of the Companyiv Category/Sub-category of the Companyv Address of the Registered office & contact detailsvi Whether listed companyvii Name , Address & contact details of the Registrar &Transfer Agent, if any.II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

SL No Name & Description of main products/services NIC Code of theProduct /service

% to total turnoverof the company

1 Plastic, Steels & Scrap thereto 100%234III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl No Name & Address of the Company CIN/GLN HOLDING/SUBSIDIARY/ASSOCIATE

% OFSHARESHELD

APPLICABLESECTION1 N/A2 N/A3 N/A

Annexure-C

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management &Administration ) Rules, 2014.

All the business activities contributing 10% or more of the total turnover of the company shall be stated

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2016

L51494DL1984PLC01968412/18/1984CHAMAK HOLDINGS LIMITEDIndian Non-Government Company55B, Rama Road Industrial Area, New Delhi-110015 E-Mail: [email protected] Tel. No.:011-40500500Company limited by sharesSkyline Financial Services Private lImitedD-153, Okhla Industrial Area, Delhi Email:[email protected]. No.: 011-64732681


IV

Category of Shareholders

Demat Physical Total % of TotalShares

Demat Physical Total % of TotalShares

A. Promoters

(1) Indiana) Individual/HUF 2421000 0 2421000 74.61% 2421000 0 2421000 74.61% 0 0b) Central Govt.or State Govt. 0 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0 0d) Bank/FI 0 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0 0

SUB TOTAL:(A) (1) 2421000 0 2421000 74.61% 242100 0 2421000 74.61% 0 0

(2) Foreigna) NRI- Individuals 0 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0 0c) Bodies Corp. 0 0 0 0 0 0 0 0 0 0d) Banks/FI 0 0 0 0 0 0 0 0 0 0e) Any other… 0 0 0 0 0 0 0 0 0 0

SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0 0

Total Shareholding ofPromoter(A)= (A)(1)+(A)(2) 2421000 0 2421000 74.61% 2421000 0 2421000 74.61% 0 0

B. PUBLIC SHAREHOLDING

(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0 0b) Banks/FI 0 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0 0d) State Govt. 0 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0 0

SUB TOTAL (B)(1):

(2) Non Institutionsa) Bodies corporatesi) Indian 0 110 110 0.00% 0 110 110 0.00% 0 0ii) Overseas 0 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholdersholding nominal share capitalupto Rs.1 lakhs 54840 54860 1.69% 0 54840 54840 1.69% 0 0

ii) Individuals shareholdersholding nominal share capitalin excess of Rs. 1 lakhs 768000 0 768000 23.67% 768000 0 768000 23.67% 0 0c) Others (specify) 0 1050 1050 0.04% 0 1050 1050 0.04% 0 0

SUB TOTAL (B)(2): 768000 56000 824000 25.39% 768000 56000 824000 25.39% 0 0

Total Public Shareholding(B)= (B)(1)+(B)(2) 768000 56000 824000 25.39% 768000 56000 824000 25.39% 0 0

C. Shares held by CustodianforGDRs & ADRs 0 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 3189000 56000 3245000 100% 3189000 56000 3245000 100% 0 0

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change duringthe year

SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)


(ii)

Sl No. Shareholders Name % change inshare holdingduring theyear

NO of shares % of total shares of the company

% of shares pledged encumbered to total shares

NO of shares % of total shares of the company

% of sharespledged encumbered to

1 Mr. Subhash Chander Kathuria 1210500 37.30% - 1210500 37.30% - NIL2 Mr. Anuhav Kathuria 1210500 37.30% - 1210500 37.30% - NIL

Total 2421000 74.61% 2421000 74.61%

(iii)

Sl. No.

No. of Shares% of total shares ofthe company No of shares

% of totalshares of thecompany

At the beginning of the year 2421000 74.61 2421000 74.61Date wise increase/decrease inPromoters Share holding during theyear specifying the reasons forincrease/decrease (e.g.allotment/transfer/bonus/sweatequity etc)

N/a N/a N/a N/a

At the end of the year 2421000 74.61 2421000 74.61

(iv)

Sl. No NameFor Each of the Top 10

ShareholdersNo.of shares % of total shares of the

companyNo of shares % of total shares

of the companyAt the beginning of Year 0 0Changes During the Year 613000 18.89At the End of the year 613000 18.89 613000 18.89At the beginning of Year 155000 4.78Changes During the Year 0 0At the End of the year 155000 4.78 155000 4.78At the beginning of Year 8500 0.26Changes During the Year 0 0At the End of the year 8500 0.26 8500 0.26At the beginning of Year 8500 0.26Changes During the Year 0 0At the End of the year 8500 0.26 8500 0.26At the beginning of Year 2175 0.07Changes During the Year 0 0At the End of the year 2175 0.07 2175 0.07At the beginning of Year 1500 0.05Changes During the Year 0 0At the End of the year 1500 0.05 1500 0.05At the beginning of Year 1070 0.03Changes During the Year 0 0At the End of the year 1070 0.03 1070 0.03At the beginning of Year 200 0.01Changes During the Year 0 0At the End of the year 200 0.01 200 0.01At the beginning of Year 200 0.01Changes During the Year 0 0At the End of the year 200 0.01 200 0.01At the beginning of Year 200 0.01Changes During the Year 0 0At the End of the year 200 0.01 200 0.01

Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of GDRs & ADRs)

10 Mr. MD. Kasir Khan

1

Cumulative Shareholding duringShareholding at the end of the year

7 Mr. Sunil Arora

8 Mr. Sundar Das

9 Mr. Rahul Deo Berman

4 Mr. Rakesh Agrawal

5 Mr. Krishan Kumar Gogia

6 Mr. Subhash Chand Jain

Mr. Vagish Pathak

2 Mr. Mukul Kumar Agarawal

3 Mr. Raman Bhatia

SHARE HOLDING OF PROMOTERS

CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Shareholding at thebegginning of the year

Shareholding at theend of the year

Share holding at the beginning of the Year Cumulative Share holding during the year


(v)

Sl. No NameFor Each of the Directors

& KMPNo.of shares % of total shares

of the companyNo of shares % of total shares of

the company

At the beginning of Year 1210500 37.30Changes During the Year 0At the End of the year 1210500 37.30 1210500 37.30At the beginning of Year 1210500 37.30Changes During the Year 0 0At the End of the year 1210500 37.30 1210500 37.30At the beginning of Year 613000 18.89Changes During the Year 0 0At the End of the year 613000 18.89 613000 18.89At the beginning of Year 0 0Changes During the Year 0 0At the End of the year 0 0 0 0At the beginning of Year 0 0Changes During the Year 0 0At the End of the year 0 0 0 0At the beginning of Year 0 0Changes During the Year 0 0At the End of the year 0 0 0 0At the beginning of Year 0 0Changes During the Year 0 0At the End of the year 0 0 0 0At the beginning of Year 0 0Changes During the Year 0 0At the End of the year 0 0 0 0At the beginning of Year 0 0Changes During the Year 0 0At the End of the year 0 0 0 0

V

Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans

excludingdeposits

UnsecuredLoans

Deposits TotalIndebtedness

i) Principal Amount - 14,870,850.00 - 14,870,850.00ii) Interest due but not paid - - -iii) Interest accrued but not due - - -

Total (i+ii+iii) - 14,870,850.00 - 14,870,850.00

5,552,950.00 - 5,552,950.00- - - -

5,552,950.00 - - 5,552,950.00

20,423,800.00 - 20,423,800.00ii) Interest due but not paid - - -iii) Interest accrued but not due - - -

Total (i+ii+iii) 5,552,950.00 20,423,800.00 - 20,423,800.00

6 Mr. Arundhati Kar

7 Mr. Kapil Vig

8Mr. Arun Kumar

Sharma*

9Mr. Arvind Kumar

Tiwari*

Note: Mr. Arun Kumar Sharma has Resigned from the Company w.e.f. May 14, 2016 and Mr. Arvind Kumar Tiwari has been appointed asCompany Secretary cum Comliance Officer w.e.f. May 30, 2016.

Shareholding of Directors & KMP

INDEBTEDNESS

3 Mr. Vagish Pathak

4Mr. Ajay Kumar

Mohanty

5Mr. Gurbachan Singh

Matta

Shareholding at the end of the Cumulative Shareholding during the

1Mr. Subhash Chander

Kathuria

2 Mr. Anubhav Kathuria

i) Principal Amount

Indebtness at the beginning of the financial year

Change in Indebtedness during the financial yearAdditionsReductionNet Change

Indebtedness at the end of the financial year


VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.

Remuneration to Managing Director, Whole time director and/or Manager:

Sl.No1 Gross salary

2 Stock option3 Sweat Equity4 Commission

as % of profitothers (specify)

5 Others, please specifyTotal (A)Ceiling as per the Act

B. Remuneration to other directors:

Sl.No Total Amount1

(b) Commission

(c ) Others, please specify Director Remuneration Director RemunerationTotal (1)

2 Other Non Executive Directors

(b) Commission(c ) Others, please specify.Total (2)Total (B)=(1+2)Total Managerial RemunerationOverall Cieling as per the Act.

Mr. Anubhav Kathuria - -

-

- -

-

-

180000

70000

--

2000055000

-14500045000

--

Particulars of Remuneration

Mr. Ajay Kumar Mohanty

- -

-

Mr. Vagish Pathak - - - -


(a) Salary as per provisions(b) Value of perquisites u/s(c ) Profits in lieu of salary

--

Total Amount

Name of the Directors

Name of the MD/WTD/Manager

-

-180000

-

--

Independent Directors(a) Fee for attending board committee

meetings Mr. Gurbachan Singh Matta Ms. Arundhati Kar

(a) Fee for attending

45000190000


C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Total1 Gross Salary CEO Company

SecretaryCFO Total

317,333.00 144,000.00 461,333.00 461,333.00

- - - - -- - - - -

2 Stock Option - - - - -3 Sweat Equity - - - - -4 Commission - - - - -

as % of profitothers, specify

5 Others, please specify - - - - -

Total - 317,333.00 144,000.00 461,333.00 461,333.00

VII

Type Section oftheCompaniesAct

BriefDescription

Details ofPenalty/Punishment/Compounding fees imposed

Authority(RD/NCLT/Court)

Appeall made if any(give details)

Penalty NA NA NA NA NAPunishment NA NA NA NA NACompounding NA NA NA NA NA




(a) Salary as per provisionscontained in section 17(1)(b) Value of perquisites u/s17(2) of the Income Tax

PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

A. COMPANY

B. DIRECTORS

C. OTHER OFFICERS IN DEFAULT

(c ) Profits in lieu of salary

Key Managerial Personnel


Annexure-D

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the companywith related parties referred to in sub-section (1) of section 188 of the Companies Act,2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions at arm’s length basis

Sl.No

Name(s)of therelatedparty andnature ofrelationship

Nature ofcontracts/arrangements/transactions

Duration ofthe contracts/arrangements/transaction

Salient termsof thecontracts orarrangementsortransactionsincluding thevalue, if any

Justificationfor enteringinto suchcontracts orarrangements ortransactions

date(s)ofapproval bytheBoard

Amount inRs.

1. Mr.SubhashChanderKathuria

RentAgreementfor theBasementarea of 55B,Rama RoadIndustrialArea, NewDelhi-110015

Renew fromtime to time

Rent at therate of Rs.10000.P.M.

NA 30.05.2015

114500

2. Mr.SubhashChanderKathuria

UnsecuredLoan taken

NA Repayable ondemand

NA 13.08.2015

500000

3. Mr.AnubhavKathuria

UnsecuredLoan taken


NA 13.08.2015

5052950

4. M/s.SynergySteelsLimited

UnsecuredLoan taken


NA 13.08.2015

9000000

5 M/s.SynergySteelsLimited

Loan Repaid NA NA 9000000

6 KatyainiImages (India ) PvtLtd.

Purchase NA 13.08.2015

6560615


2. Details of material contracts or arrangement or transactions not at arm’slength basis : Nil

(a)Name(s) of the related party and nature of relationship

(b)Nature of contracts/arrangements/transactions

(c)Duration of the contracts / arrangements/transactions

(d)Salient terms of the contracts or arrangements or transactions including the value, ifany:

(e)Date(s) of approval by the Board, if any:

(f)Amount paid as advances, if any:

Note : Form shall be signed by the persons who have signed the Board’s report.


Annexure-E

INDEPENDENT AUDITOR’S REPORT ON FINANCIAL STATEMENTS

To the members of Chamak Holdings Limited

1)Report on the Financial StatementsWe have audited the accompanying financial statements of Chamak Holding Limited(“the Company”), which comprise the Balance Sheet as at March 31, 2016, theStatement of Profit and Loss, the Cash Flow Statement for the year then ended, and asummary of the significant accounting policies and other explanatory information.

2)Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position, financialperformance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India, including the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

3)Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on ouraudit.We have taken into account the provisions of the Act, the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified underSection 143 (10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amountsand disclosures in the financial statements. The procedures selected depend on theauditor’s judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstance. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness ofthe accounting estimates made by the Company’s Directors, as well as evaluating theoverall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.


4)OpinionIn our opinion and to the best of our information and according to the explanations givento us, the aforesaid financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India, of the state of affairs of the Company as at March31, 2016, and its loss and its cash flows for the year ended on that date.

5)Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditor’s Report) Order, 2016 (the Order) issued by theCentral Government of India in terms of section 143 (11) of the Act, we give in the“Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by section 143 (3) of the Act, we report that:a) We have sought and obtained all the information and explanations which to the best

of our knowledge and belief were necessary for the purpose of our audit.b) In our opinion proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books.c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement

dealt with by this Report are in agreement with the books of account.d) In our opinion, the aforesaid financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rule 2014.

e) On the basis of written representations received from the directors as on March 31,2016, and taken on record by the Board of Directors, none of the directors isdisqualified as on March 31, 2016, from being appointed as a director in terms ofsection 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls, referto our separate Report in “Annexure B”.

g) With respect to the other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in ouropinion and to the best of our information and according to the explanations givento us:

i) The Company does not have any pending litigations which would impactits financial position.

ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.

BA-5, Stutee Building, B. Bhushan & Co.Bank Street, Karol Bagh Chartered AccountantsNew Delhi- 110005 Firm Registration No. 001596N

By the hand of

Kamal AhluwaliaPartner

May 30, 2016 Membership No.093812


“ANNEXURE A” TO INDEPENDENT AUDITOR’S REPORT(Referred to in paragraph 5)

i) (a) The Company is maintaining proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) As explained to us , all the fixed assets have been physically verified by themanagement in a phased periodical manner, which in our opinion is reasonable,having regard to the size of the Company and nature of its assets. No materialdiscrepancies were noticed on such verification.

(c) The Company does not hold any immovable property.

ii) The inventories were physically verified by the management at reasonable intervalsduring the year. The discrepancies noticed on physical verification of inventory ascompared to book records were not material and have been properly dealt with inthe books of account.

iii) The Company has not granted any loans, secured or unsecured to companies, firms,limited liability partnerships or other parties covered in the register maintainedunder section 189 of the Act.

iv) In our opinion and according to the information and explanation given to us, theCompany has complied with the provision of section 185 and 186 of the Act, inrespect of loans made during the year.

v) The Company has not accepted any deposits within the meaning of sections 73 to76 or any other relevant provisions of the Act and the rules framed thereunder.

vi) The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act in respect of activities carried out by the Company.

vii) (a) According to the information and explanations given to us and on the basis ofour examination of the books of account, the Company has generally beenregular in depositing with appropriate authorities undisputed statutory duesincluding provident fund, employees’ state insurance, income-tax, sale tax,service tax, value added tax, cess and other statutory dues with theappropriate authorities and no undisputed amounts payable were outstandingas at March 31, 2016, for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us, there are no duesof income tax, sales tax, service tax, duty of customs, duty of excise, valueadded tax and cess that have not been deposited by the Company withappropriate authorities on account of dispute.

viii) The Company does not have any loans or borrowings from any financial institutions,banks, Government or debenture holders during the year.

ix) The Company did not raise any money by way of initial public offer or further publicoffer and term loans during the year.


x) To the best of our knowledge and according to the information and explanationsgiven to us, no fraud by the Company or any fraud on the Company by its officersor employees has been noticed or reported during the year.

xi) According to the information and explanations give to us and based on ourexamination of the records of the Company, the managerial remuneration has beenpaid/provided in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to the Act.

xii) The Company is not a nidhi company.

xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company, transactions with the related partiesare in compliance with sections 177 and 188 of the Act where applicable and detailsof such transactions have been disclosed in the financial statements as required bythe applicable accounting standards.

xiv) The Company has not made any preferential allotment or private placement ofshares during the year under review.

xv) The Company has not entered into any non-cash transactions with directors orpersons connected with him.

xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act, 1934.


By the hand of




“ANNEXURE B” TO INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIALSTATEMENTS

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of the section 143 of theAct

We have audited the Internal Financial Controls over financial reporting of Chamak Holding Limited(“the Company”) as of March 31, 2016, in conjunction with our audit of the financial statements of theCompany for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for laying down and maintaining internal financial controlsbased on ‘the internal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance note on Audit of Internal FinancialControls Over Financial Reporting (Guidance Note) issued by the Institute Chartered Accountants ofIndia (ICAI). These responsibilities include the design, implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly and efficient conductof its business, including adherence to Company’s policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracy and completeness of the accountingrecords, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls over financialreporting based on our audit.We conducted our audit in accordance with the Standards of Auditing, to the extent applicable to anaudit of internal financial controls and the Guidance Note, both issued by the ICAI. Those Standardsand the Guidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain the reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operated effectively in allmaterial respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting, assessing the risk that a material weakness exists, and testingand evaluating the design and operating effectiveness of internal control based on the assessed risk.The procedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. ACompany's internal financial control over financial reporting includes those policies and procedures


that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflectthe transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the Company arebeing made only in accordance with authorizations of management and directors of the Company; and(iii) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the Company's assets that could have a material effect on thefinancial statements.Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of its inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due toerror or fraud may occur and not to be detected. Also, projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject to the risk that the internalfinancial control over financial reporting may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls systemover financial reporting and such internal financial controls over financial reporting were operatingeffectively as at March 31, 2016, based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control stated in theGuidance Note issued by the ICAI.


By the hand of




Notes March 31, 2016 March 31, 2015Rs. Rs.

EQUITY AND LIABILITIESShareholders' fund

Share capital 2 32,450,000 32,450,000Reserves and surplus 3 (3,704,057) (1,460,596)

28,745,943 30,989,404

Non current liabilitiesLong term borrowings 4 20,423,800 14,870,850Deferred tax liability 5 52,736 4,290

20,476,536 14,875,140Current liabilities

Trade payables 6 6,560,615 -Other current liabilities 7 614,964 670,654Short term provisions 8 - 558,506

7,175,579 1,229,159

Total 56,398,059 47,093,704

ASSETSNon Current assets

Fixed assetsTangible assets 9 2,601,655 47,644

Non-current investments 10 27,830,168 25,406,223Long term loans and advances 11 5,731,200 5,731,200

36,163,023 31,185,067Current assets

Trade receivables 12 5,609,545 1,829,682Cash and cash equivalents 13 14,586,054 14,019,407Short term loans and advances 14 13,162 11,329Other current assets 15 26,275 48,219

20,235,036 15,908,637

Total 56,398,059 47,093,704ACCOUNTING POLICIES 1NOTES FORMING PART OF THE FINANCIAL STATEMENTS 2-27The accompanying notes form an integral part of the financial statements.As per our report of even date.

B. Bhushan & Co. Anubhav Kathuria Subhash Chander KathuriaChartered Accountants Managing Director DirectorBy the hand of DIN: 01198916 DIN: 00125337

3, Poorvi Marg, Vasant Vihar 3, Poorvi Marg, Vasant ViharNew Delhi. New Delhi.

Kamal AhluwaliaPartner Kapil Vig Arvind Kumar TiwariMembership no. 093812 Chief Financial Officer Company SecretaryNew Delhi PAN-AETPV2135A Membership no. F6421May 30, 2016 A-8,Kundan Nagar, 5.NO. 07, A1-407, Summer Palms, Sector-86,

Laxmi Nagar, New Delhi. Greater Faridabad, Haryana


BALANCE SHEET AS AT MARCH 31, 2016


Notes March 31, 2016 March 31, 2015Rs. Rs.

REVENUERevenue from operations 16 9,429,745 2,959,982Other income 17 573,923 839,572

Total Revenue 10,003,668 3,799,554

EXPENSESPurchase of stock-in-trade 6,560,615 -Finance costs 18 305,105 1,293Employees benefit expenses 19 1,318,023 560,831Depreciation 290,089 586Other expenses 20 3,611,977 2,336,425

Total Expenses 12,085,809 2,899,135

Profit before prior period expenditure and tax (2,082,141) 900,419Less: Prior period expenditure - -

Profit before tax (2,082,141) 900,419Less: Tax expense

Current tax 112,874 642,171Deferred tax 48,446 4,290

Profit for the year (2,243,461) 253,958

Earnings per equity share of nominal value of Rs. 10 (Rs. 10) 21Basic (0.69) 0.17Diluted (0.69) 0.17

ACCOUNTING POLICIES 1NOTES FORMING PART OF THE FINANCIAL STATEMENTS 2-27The accompanying notes form an integral part of the financial statements.As per our report of even date.

B. Bhushan & Co. Anubhav Kathuria Subhash Chander KathuriaChartered Accountants Managing Director DirectorBy the hand of DIN: 01198916 DIN: 00125337


Kamal Ahluwalia Kapil Vig Arvind Kumar TiwariPartner Chief Financial Officer Company SecretaryMembership no. 093812 PAN-AETPV2135A Membership no. F6421New Delhi A-8,Kundan Nagar, 5.NO. 07, A1-407, Summer Palms, Sector-86,May 30, 2016 Laxmi Nagar, New Delhi. Greater Faridabad, Haryana


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2016


Particulars For the year ended For the year endedMarch 31, 2016 March 31, 2015

Rs. Rs.A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax and extraordinary items (2,082,141) 900,419Adjustment for:

Depreciation 290,089 586Interest paid 91,335 -Interest receipts (573,923) (839,572)

Operating profit before working capital changes (2,274,640) 61,433Adjustment for:

Other current liabilities (55,689) 208,455Short term provisions - 532,790Trade receivables (3,779,863) (767,182)Trade payables 6,560,615Short term loans and advances - 31,110Other current assets 21,945 (48,219)

Cash generated from operations 472,367 18,386Tax paid (673,213) (642,171)

NET CASH FROM OPERATING ACTIVITIES (A) (200,846) (623,785)

B. CASH FLOW FROM INVESTING ACTIVITIESCapital advances - -Interest receipts 573,923 839,572Purchase of fixed assets (2,844,100) (48,230)Non-current investments (2,423,945) (25,406,223)

NET CASH USED IN INVESTING ACTIVITIES (B) (4,694,122) (24,614,881)

C. CASH FLOW FROM FINANCE ACTIVITIES(Decrease)/increase in equity share capital - 30,000,000(Decrease)/increase in securities premium - 9,000,000(Decrease)/increase in preference shares - (500,000)(Decrease)/increase in long term borrowings 5,552,950 650,000Interest paid (91,335) -

(C) 5,461,615 39,150,000

D. NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) 566,647 13,911,335Cash and cash equivalents opening balance 14,019,407 108,072Cash and cash equivalents closing balance 14,586,054 14,019,407

Auditor's report

B.Bhushan & Co. Anubhav Kathuria Subhash Chander KathuriaChartered Accountants Managing Director DirectorBy the hand of DIN: 01198916 DIN: 00125337


Kamal Ahluwalia Kapil Vig Arvind Kumar TiwariPartner Chief Financial Officer Company SecretaryMembership no. 093812 PAN-AETPV2135A Membership no. F6421New Delhi. A-8,Kundan Nagar, 5.NO. 07, A1-407, Summer Palms, Sector-86,May 30, 2016 Laxmi Nagar, New Delhi. Greater Faridabad, Haryana


CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016

We have examined the Cash Flow Statement of Chamak Holdings Limited for the year ended March 31, 2016. Thestatement prepared by the Company is in accordance with the requirement of AS-3, issued by ICAI and is based on and inagreement with the corresponding Profit and Loss Account and Balance Sheet covered by our Report to the members ofthe Company in terms of our attached Report as of even date.


CHAMAK HOLDINGS LIMITEDNotes to the financial statements as at March 31, 2016

1 ACCOUNTING POLICIES

(a) BASIS OF PREPARATION OF FINANCIAL STATEMENTS

(b) USE OF ESTIMATES

(c ) TANGIBLE ASSETS

(d) IMPAIRMENT OF ASSETS

(e) INVESTMENTS

(f) DEPRECIATION

The financial statements are prepared in accordance with the Indian Generally Accepted Accounting Principles("GAAP") under the historical cost convention on accrual basis. These financial statements have been prepared tocomply in all material aspects with the accounting standards as notified under section 133 of the Companies Act,2013, read with Rule 7 of [Companies (Accounts) Rules, 2014], and other relevant provisions of Companies Act, 2013,and the guidelines issued by the Securities Exchange Board of India. Accounting policies have been consistentlyapplied except where a newly issued accounting standard is initially adopted or a revision to an existing accountingstandard requires a change in the accounting policy hitherto in use.

Tangible assets are stated at cost or at revalued amounts less accumulated depreciation. Cost of fixed assets includesall incidental expenses and interest costs on borrowings, attributable to the acquisition of qualifying assets, upto thedate of commissioning of assets.An item of fixed assets is de-recognised upon disposal or when no future economic benefits are expected from itsuse or disposal. Any gain or loss arising on de-recognition of the fixed asset (calculated as the difference between thenet disposal proceeds and the carrying amount of the asset) is included in the financial statements in the year theasset is de-recognised.

Depreciation on fixed assets is charged in accordance with estimate of useful life of the assets, on straight linemethod, at rates specified in Schedule II of the Companies Act, 2013. Depreciation on assets purchased during theyear is provided pro-rata to the period such asset was put to use during the year.In respect of an asset for which impairment loss is recognised, depreciation is provided on the revised carryingamount of the assets over its remaining useful life.

The preparation of financial statements is in conformity with the generally accepted accounting principles requiresthe management of the Company to make estimates and assumptions that affect the reported balances of assets andliabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reportedamounts of income and expenses during the reporting period. Although these estimates are based on themanagements' best knowledge of current events and actions that the Company may undertake in future, the actualresults could differ from those estimates. Any material changes in estimates are adjusted prospectively.

Consideration is given at each Balance Sheet date to determine whether there is any indication of impairment of thecarrying amount of the Company's fixed assets. If any indication exists, the recoverable value of assets is estimated.An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount, thelatter being greater of net selling price and value in use.

Investments that are intended to be held for more than a year, from the date of acquisition, are classified as longterm investments and are stated at cost and provision is made when there is a decline, other than temporary, in thevalue thereof. Investments other long term investments, being current investments, are stated at cost or fair value,whichever is lower.On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged orcredited to the Statement of Profit and Loss.



(g) INCOME AND EXPENDITUREIncome and expenditure are accounted for on accrual basis.

(h) CASH AND CASH EQUIVALENTS

(i) EARNINGS PER SHARE

(j) EMPLOYEE BENEFITS

(k) TAXES ON INCOME

(l) CASH FLOW STATEMENT

(m) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

All employee benefits payable wholly within twelve months of rendering the services are classified as EmployeeBenefits. Benefits such as salaries, wages and short term compensated absence, etc is recognized in the period inwhich the employee renders the related service.

Provision involving substantial degree of estimation in measurement are recognised when there is a presentobligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilitiesare not recognised but are disclosed in the notes. Contingent assets are neither recognised nor disclosed in thefinancial statements.

Provision for current income tax is made as per the provisions of the Income tax Act, 1961.Deferred tax resulting from "timing difference" between taxable and accounting income is accounted for using thetax rates and laws that are enacted or substantively enacted as on the balance sheet date. Deferred tax asset isrecognised and carried forward only to the extent that there is a virtual certainty that the asset will be realised infuture.

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

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equityshareholders and the weighted average number of shares outstanding during the year are adjusted for the effects ofall dilutive potential equity shares except where the results would be anti-dilutive.The number of shares and potentially dilutive equity shares are adjusted retrospectively for all period presented forany share splits and bonus shares issues.

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short terminvestments with an original maturity period of three months or less.

Basic earnings per share is computed by dividing the net profit or loss for the year attributable to equity shareholdersby the weighted average number of equity shares outstanding during the year.



March 31, 2016 March 31, 2015Rs. Rs.

2 SHARE CAPITALAuthorised32,45,000 (32,45,000) equity shares of Rs. 10 (Rs. 10)each 32,450,000 32,450,0005,000 (5,000) 9% cumulative preference shares of Rs. 100(Rs. 100) each 500,000 500,000

32,950,000 32,950,000

Issued, subscribed, and paid up32,45,000 (32,45,000) equity shares of Rs. 10 (Rs. 10) eachfully paid up 32,450,000 32,450,000

32,450,000 32,450,000Notes:(a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period

ParticularsNos. Rs. Nos. Rs.

Equity sharesOutstanding at the beginning of the year 3,245,000 32,450,000 245,000 2,450,000Shares issued during the year - - 3,000,000 30,000,000Outstanding at the end of the year 3,245,000 32,450,000 3,245,000 32,450,000

Preference sharesOutstanding at the beginning of the year - - 5,000 500,000Redeemed during the year - - 5,000 500,000Outstanding at the end of the year - - - -

(b) Terms/rights attached to equity shares

(c) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company:Name of shareholder

Numbers % Numbers %Equity shares

Subhash Chander Kathuria 1,210,500 37.30% 1,210,500 37.30%Anubhav Kathuria 1,210,500 37.30% 1,210,500 37.30%Vagish Pathak 613,000 18.89% 613,000 18.89%

March 31, 2016

The Company has only one class of equity share having a par value of Rs. 10 per share. Each shareholder of equity shares isentitled to one vote per share. The Company declares and pays dividend proposed by the Board of Directors is subject tothe approval of the shareholders in the ensuing Annual General Meeting.In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of theCompany, after distribution of all preferential amounts. The distribution will be in proportion to the number of equityshares held by the shareholders.

March 31, 2015

March 31, 2016 March 31, 2015



March 31, 2016 March 31, 2015Rs. Rs.

3 RESERVES AND SURPLUSSecurities premium

Balance as at the beginning of the year 9,000,000 -Add: Securities premium credited on issuance of shares - 9,000,000Balance as at the end of the year (a) 9,000,000 9,000,000

DeficitBalance as at the beginning of the year (10,460,596) (10,714,554)Add: (Loss)/profit for the year (2,243,461) 253,958Balance as at the end of the year (b) (12,704,057) (10,460,596)

(a+b) (3,704,057) (1,460,596)

4 LONG-TERM BORROWINGSUnsecured

Loans from related parties*Director 6,718,800 1,165,850Body corporates 13,705,000 13,705,000

20,423,800 14,870,850Note:*

5 DEFERRED TAX LIABILITYAs at April (Charged)/credited As at March

1, 2015 to Statement of 31, 2016Profit and Loss

Rs. Rs. Rs.Deferred tax liability

Fixed assets 4,290 (48,446) 52,7364,290 (48,446) 52,736

6 TRADE PAYABLESTrade payables 6,560,615 -

7 OTHER CURRENT LIABILITIESExpenses payable 197,617 167,352Employees salary and other benefits 292,000 462,967Duties and taxes 125,347 40,335

614,964 670,654

8 SHORT TERM PROVISIONSProvision for tax (net off taxes paid) - 558,506

- 558,506

Loans from related parties represents non-interest bearing unsecured loans obtained from directors and enterprisesover which key management personnel exercise control, which are repayable wherever stipulated as mutually agreed.There is no repayment of principal or payment of interest due by the Company as at the year end.


CHAMAK HOLDINGS LIMITEDNotes forming part of financial statements

9. TANGIBLE ASSETSParticulars

As at April Additions Sales during As at March Upto March For the Upto March As at March As at March1, 2015 during the year the year 31, 2016 31, 2015 year 31, 2016 31, 2016 31, 2015

Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.Office equipments 48,230 - - 48,230 586 15,273 15,859 32,371 47,644Car 2,844,100 - 2,844,100 - 274,816 274,816 2,569,284 -

48,230 2,844,100 - 2,892,330 586 290,089 290,675 2,601,655 47,644- 48,230 - 48,230 - 586 586 47,644 -

NET BLOCK

Previous yearTotal

GROSS BLOCK DEPRECIATION



March 31, 2016 March 31, 2015Rs. Rs.

10 NON-CURRENT INVESTMENTSInvestments in equity instruments (At Cost)Sun Parma Advance Research Ltd.54,000 (49,000) equity shares of Rs. 10 (Rs. 10) each fully paid up 27,830,168 25,406,223

27,830,168 25,406,223

Market value of quoted investments 15,549,300 24,103,100

11 LONG TERM LOANS AND ADVANCES

Capital advances 5,731,200 5,731,2005,731,200 5,731,200

Note:(a)

12 TRADE RECEIVABLESOutstanding for a period less than six months from the datethey are due for payment

Unsecured, considered good 5,597,045 1,817,182Outstanding for a period exceeding six months from the datethey are due for payment

Unsecured, considered good 12,500 12,5005,609,545 1,829,682

Trade Receivable stated above include debts due by:Proprietorship concern of director 12,500 12,500

13 CASH AND CASH EQUIVALENTSBalances with Banks

On current accounts 5,496,244 4,916,190On deposit accountDeposits with original maturity of less than 3 months 9,000,000 9,000,000

Cash on hand 89,810 103,21714,586,054 14,019,407

14 SHORT TERM LOANS AND ADVANCES

Income tax receivable (net off provision of income tax) 13,162 11,32913,162 11,329

15 OTHER CURRENT ASSETSInterest accrued but not due 5,918 34,398Prepaid expenses 20,357 13,821

26,275 48,219

Capital advance is in respect of an application to Haryana Urban Development Authority for allotment of institutionalbay site admeasuring 1,079 sq. mtr. at Sector 32, Gurgaon, Haryana.

Secured

Unsecured



March 31, 2016 March 31, 2015Rs. Rs.

16 REVENUE FROM OPERATIONSales 8,689,745 -Commission 740,000 2,959,982

9,429,745 2,959,982

17 OTHER INCOMEInterest receipts on

Fixed deposits 412,973 836,638Others - 2,934

Other non operating income 160,950 -573,923 839,572

18 FINANCE COSTSVehicle finance charges 91,335 -Bank charges 213,770 1,293

305,105 1,293

19 EMPLOYEES BENEFITS EXPENSESSalaries and wages 1,101,665 530,831Sitting fees 216,358 30,000

1,318,023 560,831

20 OTHER EXPENSESFees and subscription 2,615,747 1,312,210Professional charges 583,352 893,182Rent 114,500 -Interest on duties and taxes 62,312 2,834Payment to auditors

Audit fees 34,350 29,500Advertisement 37,487 55,535Printing and stationery 7,450 8,250Insurance 53,502 -Others 103,277 34,915

3,611,977 2,336,425



21

22 EARNING PER SHARE

For the year ended March 31, 2016 March 31, 2015Rs. Rs.

a) Net profit available for equity shareholders (2,243,461) 253,958b) Weighted average number of equity shares outstanding

for calculation of- Basic and diluted earnings per share 3,245,000 1,486,096

c) Nominal value of per equity share 10 10d) Earning per share (a)/(b)

- Basic and diluted (0.69) 0.17

23 Related Party Disclosures

(i) Name of related parties and description of relationships :a) Key management personnel

Subhash Chander Kathuria DirectorAnubhav Kathuria Managing DirectorVagish Pathak DirectorGurbachan Singh Matta Independent DirectorAjay Kumar Mohanty Independent DirectorArundhati Kar Women cum independent DirectorKapil Vig Chief Financial OfficerArun Kumar Sharma ^ Company SecretaryArvind Kumar Tiwari ^^ Company Secretary

^ Resigned on May 14, 2016^^ Appointed on May 30, 2016

b) Enterprises over which key management personnel or their relatives are able to exercise controlAnita International*Kathuria Casting Private LimitedSynergy Global Private LimitedSynergy Oil and Gas Exploration Private LimitedSynergy Steels LimitedKatyaini Images (India) Private Limited

* Proprietorship concern of Subhash Chander Kathuria, Director of the CompanyNote:- Related parties relationship is as identified by the management.

EPS is calculated by dividing the profit attributable to the equity shareholders by the weighted average of thenumber of equity shares outstanding during the year. Numbers used for calculating basic and diluted earnings perequity share are as stated below:

Pursuant to Accounting Standard (AS18)-"Related Party Disclosure" issued by Institute of Chartered Accountants ofIndia following parties are to be treated as related parties along with their relationships:

In the opinion of the Board, the assets, other than fixed assets and non-current investments, do have a value onrealisation in the ordinary course of business at least equal to the amount at which they are stated.



ii) Transactions with related parties during the year:Nature of transaction Related party March 31, 2016 March 31, 2015

Rs. Rs.Services as Managing Director Anubhav Kathuria 180,000 135,000Rent paid Subhash Chander Kathuria 114,500 -Director sitting fees Anubhav Kathuria - 30,000

Ajay Kumar Mohanty 79,654 -Arundhati Kar 62,800 -Gurbachan Singh Matta 22,800 -Vagish Pathak 51,104 -

Unsecured loan taken Subhash Chander Kathuria 500,000 650,000Anubhav Kathuria 5,052,950 -Synergy Steels Limited 9,000,000 -

Unsecured loan repaid Synergy Steels Limited 9,000,000 -Equity share capital Issued Anubhav Kathuria - 11,200,000

Subhash Chander Kathuria - 11,200,000Vagish Pathak - 6,050,000

Securities premium Anubhav Kathuria - 3,360,000Subhash Chander Kathuria - 3,360,000Vagish Pathak - 1,815,000

Purchases during the year Katyaini Images (India) Pvt. Ltd. 6,560,615 -

iii) Amount outstanding as at March 31, 2016:Account head Related Party March 31, 2016 March 31, 2015

Rs. Rs.Long term borrowings Subhash Chander Kathuria 1,665,850 1,165,850Long term borrowings Anubhav Kathuria 5,052,950 -Long term borrowings Kathuria Casting Pvt. Ltd. 6,000,000 6,000,000Long term borrowings Synergy Global Private limited 7,705,000 7,705,000Rent payable Subhash Chander Kathuria 103,050 -Trade receivable Anita International (Proprietorship concern)* 12,500 12,500Trade payable Katyaini Images (India) Pvt. Ltd. 6,560,615 -

24

25 Figures and words in brackets pertain to previous year unless otherwise specified.

26

27Signatures to the above accompanying notes are an integral part of the financial statements.

Anubhav Kathuria Subhash Chander KathuriaManaging Director DirectorDIN: 01198916 DIN: 001253373, Poorvi Marg, Vasant Vihar 3, Poorvi Marg, Vasant ViharNew Delhi. New Delhi.

Kapil Vig Arvind Kumar TiwariChief Financial Officer Company SecretaryPAN-AETPV2135A Membership no. F6421

New Delhi A-8,Kundan Nagar, 5.NO. 07, A1-407, Summer Palms, Sector-86,May 30, 2016 Laxmi Nagar, New Delhi. Greater Faridabad, Haryana

Figures have been rounded off to the nearest Rupee.

Previous year's figures have been regrouped/recast wherever necessary to conform with this year's presentation.

Segment Reporting as required under Accounting Standard-17, issued by the Institute of Chartered Accountants ofIndia, is not applicable, as more than 90% of revenue comes from a single segment.


NOTICE

Notice is hereby given that 32nd Annual General Meeting of the Members of ChamakHoldings Limited will be held on Thursday, the 29th September, 2016 at 2.00 P.M at theregistered office of the company at 55-B, Rama Road Industrial Area, New Delhi-110015,to transact the following businesses:

ORDINARY BUSINESS:-

1. To consider and adopt the Financial Statements for the year ended 31st March, 2016together with the Auditors’ report and Directors’ Report thereon.

2. To appoint a Director in place of Mr. Vagish Pathak, who retires by rotation andbeing eligible offers himself for re-appointment.

3. To ratify the appointment of M/s B. Bhushan & Co, Chartered Accountants, as theStatutory Auditors and to fix their remuneration.

To Consider and if thought fit, to pass, with or without modification(s), the followingresolution as an Ordinary Resolution:

“RESOLVED THAT Pursuant to the provisions of Section 139,142 and otherapplicable provisions, if any of the Companies Act 2013 read with Companies ( Auditand Auditors) Rules 2014 and other applicable Rules , if any framed thereunder , asamended from time to time, pursuant to the Recommendation of the AuditCommittee of the Board of Directors and pursuant to the resolution passed by themembers at the AGM held on 29th Sep.2015 the appointment of M/s B. Bhushan& Co, Chartered Accountants, (FRN- 001596N) as the statutory auditor of thecompany to hold office from the conclusion of this Annual General Meeting till theconclusion of the next Annual General Meeting of the Company be and is herebyratified and that the board of directors be and is hereby authorized to fix theremuneration payable to them as may be determined by the audit committee inconsultation with the Auditors.”

Place: New Delhi By order of the BoardDate : 10.08.2016 For Chamak Holdings Limited

Arvind Kumar TiwariCompany Secretary & Compliance Officer

Membership No.: F6421


Notes:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL

MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ONA POLL ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER.A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS UPTO AND NOTEXCEEDING FIFTY MEMBERS AND HOLDING IN THE AGGREGATE NOTMORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THECOMPANY CAPPYING VOTING RIGHTS. FURTHER, A MEMBER HOLDINGMORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THECOMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSONAS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANYOTHER PERSON OR MEMBER. A PROXY IN ORDER TO BE EFFECTIVESHOULD BE DULY STAMPED, COMPLETED AND SIGNED, MUST BEDEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESSTHAN 48 HOURS BEFORE THE TIME FOR HOLDING THE MEETING.

2. Proxy Form should be in the format as enclosed in Annexure I

3. Corporate members intending to send their authorized representatives arerequested to send a duly certified copy of board resolution authorizing theirrepresentative to attend and vote at the Annual general meeting.

4. Members, Proxies and Authorized Representative are requested to bring to theMeeting, the Attendance Slip Enclosed Herewith, duly filled and signed Memberswho hold Shares in Dematerialized form are requested to bring their Client IDand DP ID for Identification. (Attached as Annexure II)

5. A route map providing directions to reach the venue of the 32nd AGM is providedin the Notice.

6. Pursuant to Regulation 36 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations, 2015 and Secretarial Standard on General Meetings(SS-2) , the details of Directors seeking re-appointment at the AGM is enclosedas Annexure

7. All the Documents referred to in the accompanying notice are open for inspectionby the members at the Registered office of the Company during working daysbetween 12:00 Noon to 3:00 P.M. (barring Sunday and Public Holidays), up tothe date of AGM.

8. All the Statutory Registers maintained under Companies Act, 2013 will beavailable for inspection by the members at the AGM.

9. The Company is conscious of promoting e-governance and green andsustainable environment. Members are requested to update their email addresswith their Depository Participants to enable the company to send the futurecorrespondences / communication via e-mail.


10. Members holding shares in demat form are requested to submit their PermanentAccount Number (PAN) to their respective Depository Participant and thoseholding shares in physical form are requested to submit their PAN details to thecompany / RTA in order to comply with the SEBI guidelines as per the formatattached.

11. Pursuant to Sections 205A and 205C and other applicable provisions, if any, ofthe Companies Act, 1956, all unclaimed/unpaid dividends, remainingunclaimed/unpaid for a period of seven years from the date they became duefor payment, have been transferred to the Investor Education and ProtectionFund (IEPF) established by the Central Government. No claim shall lie againstthe IEPF or the Company for the amounts so transferred nor shall any paymentbe made in respect of such claim.

12. The members are requested to send the transfers, change of address, bankmandates and other related correspondence to the Registrar and Share TransferAgents, M/s. Skyline Financial Services Pvt. Limited, D-153 A, Okhla IndustrialArea, Phase-I, New Delhi – 110 020in case of shares held in physical form/theirrespective depository Participant in case of shares held in Dematerialised form.

13. Notice of the AGM alongwith the copies of the Annual Report 2016 shall also beavailable on company’s website being: www.chamakholdings.com.

14. The notice of the AGM along with the copies of the Annual Report 2016,instructions for e-voting, attendance slip and proxy form are being sent byelectronic mode only to all the members whose email addresses are registeredwith the company /Depository Participants / Registrar and Transfer Agent forcommunication purposes, unless a member has requested for a physical copyof the same.

15. Queries proposed to be raised at the Annual General Meeting, may be sent tothe Company at its registered office or may be Communicate to Mr. ArvindKumar Tiwari, Company Secretary of the Company, (E-Mail:[email protected]) least seven days prior to the date of Meeting toenable the management to compile the relevant information to reply the samein the meeting.

16. Hard copy of the notice alongwith the copies of the Annual Report 2016,instructions for e-voting, attendance slip and proxy form are being sent by thepermitted mode to those members who have not registered their emailaddresses.

17. To Protect the Environment and Disseminate all the Communication promptly,Members who have not registered their E-mail so far are requested to registerthe same with the DP/RTA for receiving all the communications including AnnualReports, Notices, etc.

18. The Register of Member and Share Transfer Books of the Company will remainclosed from 23rd September, 2016 to 29th September, 2016.(both days inclusive)


19. The Board of Directors has appointed Ms. Deepti Chawla, Company Secretary inWhole-time Practice (COP No.: 8759) (Proprietor of M/s Deepti Chawla &Associates) as the Scrutinizer to scrutinize the voting and remote e-votingprocess in a fair and transparent manner.

20. Member may vote through the Remote E-Voting (please refer to the instructionfor E-Voting as attached to the Notice).

21. Any member wishes to update/change his particulars in the records of thecompany may apply in the prescribed form as attached in Annexure III andforward the same to the Company.

INFORMATION PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTINGOBLIGATION AND DISCLOSURE REQUIREMENT) REGULATIONS 2015 AND SS-2

Item No. 2

Profile and other details of Director seeking Re-appointment

MR. VAGISH PATHAK

Mr. Vagish Pathak, aged 57 years, holds Master’s Degree in Sociology from RuhelkhandUniversity. He joined the Company in August, 2010 and has been the Non-ExecutiveDirector of the Company since August, 2010. His Knowledge, experience and vision hashelped the Company to grow at its present level.

He is an avid social worker, very popular among the masses. He has vast experience indealing with the Govt. Departments. He had also worked in the Department of Revenue inthe Govt. of India for more than 20 years. After VRS, fully involved in manufacturing,mining, trading etc. besides social work.

Mr. Vagish Pathak is an outstanding sports administrator and sports lover. He Is VicePresident of Indian Olympic Association and President of Netball Federation of India for lasttwo consecutive terms. He also owns a team ‘Mumbai Rockets’ in the Premier BadmintonLeague. Consulting editor of magazine “Third World Impact” for many years. He Possessesvast knowledge in the field of Manufacturing, Mining, Energy, Real Estate and has a knackof identifying new businesses. He is a pioneer in using cryogenic technology in foodprocessing.

As on the date of Notice, Mr. Vagish Pathak does not hold directorship in any of the Listedentities other than Chamak Holdings limited. He holds Directorship in many othercompanies. He is the member of Audit Committee, Nomination and RemunerationCommittee and Stakeholder relationship Committee of the Chamak Holdings Limited. Heholds 6,13,000 Equity Shares in the Company.


E-VOTING

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 ofthe Companies (Management and Administration) Rules, 2014, and Regulation 44 of theSEBI Listing Regulations, the Company is pleased to provide its members facility to exercisetheir right to vote at the 32st Annual General Meeting (AGM) on the items mentioned in thenotice by electronic means through e-voting Services. The facility of Casting the votes bythe members using an electronic voting system from a place other than venue of the AGM(‘remote e-voting”) will be provided by National Securities Depository Limited (‘NSDL’)

The detailed procedure and instructions for e-Voting is as follows:

1. The Notice of the 32st Annual General Meeting (AGM) of the Company inter-aliaindicating the process and manner of e-voting is being sent to all the Members.

2. NSDL shall be sending the User ID and Password, to those members whoseshareholding is in the dematerialized format and whose email addresses areregistered with the Company/Depository Participants. For members who have notregistered their email address, can use the details as provided in this document.

3. Open the internet browser and type the following URL: www.evoting.nsdl.com4. Click on Shareholder-Login5. Put User ID and Password as provided in this document and click Login. If you are

already registered with NSDL for e-voting then you can use your existing User IDand Password for the Login.

6. If you are logging in for the first time, the Password change menu will appear.Change the Password with new Password of your choice. It is strongly recommendednot to share your password with any other person and take utmost care to keep yourpassword confidential.

7. Once the e-voting home page opens, click on e-voting: Active Voting Cycles.8. Select “EVEN (Electronic Voting Event Number)” of Chamak Holdings Limited.9. Once you enter the Cast Vote page will open. Now you are ready for e-voting.10. Cast your vote by selecting appropriate option and click on “Submit” and also

“Confirm” when prompted.11. Upon confirmation, the message “Vote cast successfully” will be displayed.12. Once you have voted on the resolution, you will not be allowed to modify your vote.13. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to

send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ AuthorityLetter etc. together with the attested specimen signature of the duly authorizedsignatory(ies) who are authorized to vote, to the Scrutinizer through e-mail [email protected] with a copy marked to [email protected]

General Instructions:

1 In case of any queries, you may refer the Frequently Asked Questions (FAQs) forShareholders and e-voting user manual for Shareholders available at the Downloadssection of www.evoting.nsdl.com. You can also contact NSDL via email [email protected].

2 You can also update your mobile number and e-mail id in the user profile details of thefolio which may be used for sending future communication(s).


3 The e-voting period commences on Monday 26th September, 2016 (9:00 A.M.) and endson Wednesday 28th September, 2016 (5:00 P.M.). During this period shareholders' ofthe Company, holding shares either in physical form or in dematerialized form, as onthe cut-off date of 22nd September 2016, may cast their vote electronically. The e-votingmodule shall be disabled by NSDL for voting thereafter. Once the vote on a resolution iscast by the shareholder, the shareholder shall not be allowed to change it subsequently.

4 The voting rights of Shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date i.e., 22nd September 2016.

5 Ms. Deepti Chawla, Company Secretary in Whole-Time Practice (COP No.: 8759) hasbeen appointed as the Scrutinizer for conducting the e-voting process in a fair andtransparent manner.

6 The Scrutinizer shall within a period not exceeding three (3) days from the conclusionof the e-voting period unblock the votes in the presence of at least two (2) witnessesnot in the employment of the Company and make a Scrutinizer’s Report of the votescast in favour or against, forthwith to the Chairman of the Company.

7 The scrutinizer shall within three days of closure of AGM shall intimate results of theAGM to the Chairman and chairman shall within a period of not exceeding two days shalldeclare the results.

After all the items of the notice have been discussed, the Chairman may order poll inrespect of items for which demand may be raised by the members present or on its own.If demanded or otherwise, Poll will be conducted and supervised under the Scrutinizerappointed for e-voting as stated above.

SHAREHOLDERS ARE REQUESTED TO BRING THEIR COPY OF ANNUAL REPORT ATTHE MEETING. NO ADDITIONAL COPIES SHALL BE SUPPLIED AT THE VENUE.

Important communication to Shareholders

The Ministry of Corporate Affairs, Govt. of India (MCA) as a part of its “Green Initiative inthe Corporate Governance” has allowed paperless compliances by companies, permittingservice of all notices/documents including Annual Reports by companies to its shareholders,through electronic mode instead of physical mode. In support of this initiative announcedby the MCA, your Company has sent Annual Report for the financial year 2015-16 includingthe notice of this AGM through e-mail addresses to those shareholders whose e-mailaddresses are available with the Depository Participants (DPs). Remaining shareholdersholding shares in demat mode as well as in physical mode are again requested to registertheir e-mail addresses, in respect of their demat holdings through their concerned DPs,and/or send particulars of their e-mail addresses to the Company at its Registered Office,to support the Green Initiative of the Government.


…✄………………………………………………………………………………………………………………………………………...

CHAMAK HOLDINGS LIMITEDCIN: L51494DL1984PLC019684

Regd. Off.: 55-B, Rama Road Indl Area, New Delhi-110015Tel: 45691047, 3297555; E-Mail:[email protected], Web Site:

www.chamakholdings.comAnnexure I

Proxy formMGT-11

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management and Administration) Rules, 2014]

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

1. Name: ………………………………………………E-mail :………………………………………………...........2. Address:………………………………………………………………………………………………………………………

………………….................................Signature :………………………………………………………orfailing him

3. Name: ………………………………………………E-mail:……………………………………………….............Address:…………………………………………………………………………………………………………………………………………...................................Signature…………………………………………………………or failing him

1. Name: ………………………………………………E-mail :………………………………………………...........Address:………………………………………………………………………………………………………………………………………….................................Signature :………………………………………………………

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32ND

Annual general meeting/ of the company, to be held on Thursday the 29th day ofSeptember, 2016 At 2:00 p.m. at 55B, Rama Road, Industrial Area, New Delhi-110015 andat any adjournment thereof in respect of such resolutions as are indicated below:

Name of the Member(s):

Registered address:

E-Mail ID:

Folio No./Client ID :

DP ID:


S.No.

Resolution No. ofShare heldby me

I assent totheresolution

I dissent totheresolution

1. To receive, consider and adopt the AuditedBalance sheet as on 31st, March, 2016 andprofit and loss account for the year endedon that date together with the Auditors’report and Directors’ Report thereon.

2. To appoint a Director in place of Mr. VagishPathak, who retires by rotation and beingeligible offers himself for re-appointment

3. To ratify the appoint of Statutory AuditorsM/s B. Bhushan & Co, CharteredAccountants, Delhi (FRN: 001596N) asStatutory Auditors of the company to holdoffice from the conclusion of this AnnualGeneral Meeting until the conclusion of theNext Annual General Meeting and to fixtheir remuneration.

Signed this …… day of ……………2016

Signature of shareholder

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed anddeposited at the Registered Office of the Company, not less than 48 hours beforethe commencement of the Meeting.

AffixRevenueStamp


…✄………………………………………………………………………………………………………………………………………...

CHAMAK HOLDINGS LIMITEDCIN: L51494DL1984PLC019684

Regd. Off.: 55-B, Rama Road Indl Area, New Delhi-110015Tel: 45691047, 3297555; E-Mail:[email protected], web Site:

www.chamakholdings.com

Annexure IIATTENDANCE SLIP

(Please fill in the Attendance Slip and hand it over at the entrance of the meeting hall)32nd Annual General Meeting-Thursday, 29th Sep., 2016

Name of the Member(In Block Letters)

Name of Proxy, If any(In Block Letters)(In case Proxy attendsthe meeting in place of member)

DP ID/Client ID/Folio No.

No. of Shares held

I certify that I am a member / proxy for the member of the Company.

I hereby record my presence at the 32ND, Annual General Meeting of the Company at the55B, Rama Road, Industrial Area on Thursday, September 29, 2016 at 2.00 P.M.

………………………………… ……..……………………..……………Name of the Member / Proxy Signature of the Member / Proxy(in BLOCK letters)


Note:1. Please complete the Folio/DPID-Client ID No. and name, sign the Attendance Slip

and hand it over at the Attendance Verification counter at the entrance of theMeeting Hall.

2. Electronic copy of the Annual Report for the financial year ended on March 31, 2016and Notice of the Annual General Meeting (AGM) along with Attendance Slip andProxy Form is being sent to all the members whose e-mail address is registeredwith the Company/Depository Participant unless any member has requested for ahard copy of the same. Members receiving electronic copy and attending the AGMcan print copy of this Attendance Slip.

3. Physical copy of Annual Report for the financial year ended on March 31, 2016 andNotice of Annual General Meeting along with Attendance Slip and Proxy Form is sentin the permitted mode(s) to all members whose email is not registered or haverequested for a hard copy.

EVEN (E-voting Event Number) USER ID PASSWORD

Note : Please read instructions given in the Notice of the 32nd Annual General Meetingof the Company before casting your vote through e-voting.

Shareholders/Proxy or representative of Shareholders are requested to produce the aboveattendance slip, duly signed in accordance with their specimen signatures registered withthe Bank, along with the entry pass, for admission to the venue. Shareholders / Proxyholders / Authorised Representatives may note that the admission to the meeting will besubject to verification / checks, as may be deemed necessary and they are advised to carryvalid proof of identity viz., Voters ID Card / Employer Identity Card / Pan Card / Passport/ Driving license etc.

E-VOTING PARTICULARS


…✄………………………………………………………………………………………………………………………………………...

Annexure III

ToChamak Holdings Limited55B, Rama Road Industrial Area,New Delhi-110015

Updation of Shareholders information

I/We request you to records the following information against my/our folio no.______

Folio No.Name of the shareholderPAN No.*CIN/Registration No. (in case of corporateshareholder)Tel No. No.Mobile No.E-Mail IDComplete Postal address*

*Self attested copy of valid proof required to be attached.

Bank DetailsIFCI (11 Digit)MICR (9 Digit)Bank Account TypeBank Account No.*Name of the BankBank Branch Address:

*A Blank cancelled cheque is required to be attached.

i/we hereby declares that the above mentioned facts are true and correct to the best of myknowledge. I information is delayed due to incomplete information I will not held thecompany/RTA responsible.

Place:Date:

Signature of sole/first holder


Notes:

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