SUSHRUTA VISHRANTHI DHAMA LTD 12th - Suvidha … 2 of 68 TWELFTH ANNUAL REPORT : 2015-2016 BOARD OF...

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SUSHRUTA VISHRANTHI DHAMA LTD

12th

ANNUAL REPORT

2015-2016

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TWELFTH ANNUAL REPORT : 2015-2016

BOARD OF DIRECTORS:

Dr. K. Lakshman Managing Director Dr. Rajanna Sreedhara Whole-Time Director, Chief Financial Officer Dr. Vivek Kadambi Director Mr. Sastry S.V.S Director Dr. T. R. Raghu Director Dr. Rangaraj N Director Mrs. Ahalya H Shetty Director Dr. P. M. Chandrasekhara Director Dr. Ashoka Gurudas Independent Director Mr. Vasanth Kumar J Independent Director Dr. Narayan Raghavan Additional Director Mrs. Rama SubbaRao Additional Director Mrs. Sweta Singh Company Secretary BANKERS: State Bank of India Jayanagar, 2nd Block, Bangalore HDFC Bank Ltd, Jayanagar, 3rd Block, Bangalore. KARNATAKA BANK LTD Raghuvanahalli, Bangalore-560062 AUDITORS: M/s. Balakrishna & Co, Chartered Accountants, No.24, Comfort Towers, 10th Cross, Wilson Garden, Bangalore – 560 027 REGISTERED OFFICE: Sy. No. 18/4, U. M. Kaval Uttarahali Hobli Thalaghattapura Off Kanakapura Main Road Bangalore South Taluk Bangalore- 560 109

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Sushruta Vishranthi Dhama Limited

Reg. Off.: Suvidha, Sy. No. 18/4, Thalaghattapura, U.M.Kaval,UttarahalliHobli, Bangalore South Taluk,Bangalore – 560 109

CIN - U85310KA2004PLC035063

Tel: 080-26951212/1000; website: www.suvidha.co.in; Email: [email protected]

NOTICE

Notice is hereby given that the Twelfth Annual General Meeting of the Members of

Sushruta Vishranthi Dhama Ltd. will be held at Suvidha Retirement Village, Sy. No.

18/4, U. M. Kaval, Uttarahalli Hobli, Thalaghattapura, Bangalore South Taluk,

Bangalore – 560 109 on Sunday, the 18th day of September 2016 at 11A.M. to

transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the financial statements and cash flow statement

for the year ended on that date and the Reports of the Directors and Auditors

thereon.

2. To appoint a director in place of Mrs. Ahalya H Shetty, who retires by rotation

and being eligible offers herself for re-appointment.

3. To appoint a director in place of Dr. P.M. Chandrasekhara, who retires by

rotation and being eligible offers himself for re-appointment.

4. To ratify the appointment of M/s. Balakrishna & Co., Chartered Accountants, as

Statutory Auditors of the Company who were appointed at 10th Annual General

Meeting (AGM) held on 27/09/2014 to hold office as statutory auditors of the

Company from the conclusion of 10th AGM to conclusion of 15th AGM for a period

of 5 years at such remuneration plus service tax, out-of-pocket, travelling and

living expenses, etc., as may be mutually agreed between the Board of Directors of

the Company and the Auditors.

SPECIAL BUSINESS:

5. REGULARIZATION OF ADDITIONAL DIRECTOR, DR. NARAYANAN RAGHAVAN

To consider and, if thought fit, to pass with or without modification(s), the

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following resolution as an Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and

any other applicable provisions of the Companies Act, 2013 Dr. Narayanan

Raghavan, holding DIN:07329384, who was appointed as an Additional Director

with effect from 8th November 2015 on the Board of the Company in terms of

Section 161 of the Companies Act, 2013 and as per Articles of Association of the

Company and who holds office up to the date of this Annual General Meeting,

and in respect of whom a notice has been received from a member in writing,

under Section 160 of the Companies Act, 2013, proposing his candidature for the

office of a Director, be and is hereby appointed as a Director of the Company.”

6. REGULARIZATION OF ADDITIONAL DIRECTOR, MRS. RAMA SUBBA RAO

To consider and, if thought fit to pass with or without modification(s) the

following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and

any other applicable provisions of the Companies Act, 2013 Mrs. Rama Subba

Rao, holding DIN: 07409545, who was appointed as an Additional Director with

effect from 4th February 2016 on the Board of the Company in terms of Section

161 of the Companies Act, 2013 and as per Articles of Association of the

Company and who holds office up to the date of this Annual General Meeting,

and in respect of whom a notice has been received from a member in writing,

under Section 160 of the Companies Act, 2013, proposing her candidature for

the office of a Director, be and is hereby appointed as a Director of the

Company.”

7. PROPOSAL FOR ASSISTED CARE FACILITY

To consider and if thought fit, to pass with or without modification(s), the


“RESOLVED THAT the Consent of the Members of the Company be and is

hereby accorded to approve the execution and signing of an agreement for a Joint

Venture or a Special Purpose Vehicle (SPV) entered into between the Company

and a suitable partner to offer assisted care facility ".

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are

hereby authorized to negotiate, finalize and execute the above mentioned

agreements and documents on behalf of the Company and do all such acts,

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matters, deeds and things and to take all steps and do all things and give such

directions as may be required, necessary, expedient or desirable for giving effect

to the said Joint Venture or Special purpose Vehicle.”

8. TO EXTEND THE MEMBERS COMMITTEE TERM BY ONE YEAR

To consider and if thought fit, to pass with or without modification(s), the


“RESOLVED THAT consent of the members be and is hereby accorded to the

Board to extend the term of the Members Committee of the Company by one year

till the date of the next ensuing AGM (AGM).”

“RESOLVED FURTHER THAT consent of the members be and is hereby given for

re- constituting the member’s committee by appointing any shareholder who is

not a permanent resident in SUVIDHA, after taking into consideration the

nominations received from them.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is

hereby authorized to do all such acts, deeds and things and to execute all such

documents, instruments and writings as may be required to give effect to the

above said resolution.”

By Order of the Board

sd/-

Dr. K. Lakshman Managing Director

DIN: 01105610

Registered Office:

Sy. No. 18/4, Thalaghattapura, U. M. Kaval, Uttarahalli Hobli, Bangalore- 560109 Date: 19.08.2016 .

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NOTE:

a) A MEMBER ENTITLED TO ATTEND AND VOTE AT ENSUING ANNUAL

GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND

VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF

THE COMPANY.

b) Proxies, in order to be effective, must be duly filled, stamped and signed and

must reach the Registered Office of the Company not later than 48 hours

before the commencement of the meeting.

c) In case of joint holders attending the Meeting, the Member whose name

appears as the first holder in the order of names as per the Register of

Members of the Company will be entitled to vote.

d) Members seeking any information with regard to the accounts are requested to

write to the Company at an early date, so as to enable the Management to

keep the information ready at the Meeting.

e) The Notice of the AGM along with the Annual Report 2015-16 is being sent by

electronic mode to those Members whose e-mail addresses are registered with

the Company, unless any Member has requested for a physical copy of the

same. For Members who have not registered their e-mail addresses, physical

copies are being sent by the permitted mode.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

5. REGULARIZATION OF ADDITIONAL DIRECTOR, DR. NARAYANAN RAGHAVAN

Dr. Narayanan Raghavan was appointed as an Additional Director w.e.f. 8th

November 2015 in accordance with the provisions of Section 161 of the Companies

Act, 2013. Pursuant to Section 161 of the Companies Act, 2013 the above director

holds office up to the date of the ensuing Annual General Meeting. In this regard the

Company has received request in writing from him proposing his candidature for

appointment as a Director of the Company in accordance with the provisions of

Section 160 and all other applicable provisions of the Companies Act, 2013. The

Board feels that presence of Dr. Narayanan on the Board is desirable and would be

beneficial to the company and hence recommend resolution No. 5 for adoption. None

of the Directors, except Dr. Narayanan Raghavan and Key Managerial Personnel of

the Company or their relatives are in any way concerned or interested, financially or

otherwise, in the said resolution. The Board recommends resolution under Item No. 5

to be passed as an ordinary resolution.

6. REGULARIZATION OF ADDITIONAL DIRECTOR, MRS. RAMA SUBBA RAO

Mrs. Rama Subba Rao was appointed as an Additional Director w.e.f. 4th February

2016 in accordance with the provisions of Section 161 of the Companies Act, 2013.

Pursuant to Section 161 of the Companies Act, 2013 the above director holds office

up to the date of the ensuing Annual General Meeting. In this regard the Company

has received request in writing from her proposing her candidature for appointment

as a Director of the Company in accordance with the provisions of Section 160 and

all other applicable provisions of the Companies Act, 2013. The Board feels that

presence of Mrs. Rama Subba Rao on the Board is desirable and would be beneficial

to the company and hence recommend resolution No. 6 for adoption. None of the

Directors, except Mrs. Rama Subba Rao and Key Managerial Personnel of the

Company or their relatives are in any way concerned or interested, financially or

otherwise, in the said resolution. The Board recommends resolution under Item No. 6

to be passed as an ordinary resolution.

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7. PROPOSAL FOR ASSISTED CARE FACILITY (ACF)

The Board has discussed various proposals to add to the existing facilities available

to the shareholders and among all the facilities, the Assisted Care facility is

considered to be the best due to the following reasons:

1. ACF is a requirement for a retirement community as the original plan had

made provisions for an acute care hospital.

2. ACF comes well within the ambit of section 109 of the Karnataka Land

Reforms Act, 1961 under which we have to function.

3. ACF is in great demand as it will be useful to Suvidhites and their relatives

and will be useful to society at large. It is relatively easier to partner with

agencies that will be willing to ‘run’ such a facility.

4. It will be a source of steady income to Suvidha.

5. Attendants of the inmates of the facility can rent cottages in Suvidha – thus

generating some income for those Suvidhites who want to rent out their

cottages.

Few other proposals in this respect are as follows:

6. The Suvidhites who wish to have the assistance in their respective cottages

can continue to do so; they can then use the ACF for the physiotherapy /

rehabilitation process etc. But this will cost the resident more to have a

private attendant.

7. The first floor of the club house can be utilized for the ACF.

8. Building a separate structure for the ACF elsewhere, shall:

1. Costs more money.

2. Can infringe upon the 20% construction limit that we come under as we

have used up 19.3% space now and can only build 10000-11000 sqft

more in the 27 acres.

3. It will still leave the 1st floor of the club house as an ‘eye sore’.

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The proposed ACF will be in association with an organization with special interest /

capability in this field.

The Board recommends the shareholders to consider the aforesaid benefits of having

this aforesaid facility and approve the aforesaid resolution.

None of the Directors / Key Managerial Personnel of the Company are interested in

any way in the said resolution.

8. EXTENSION OF THE TERM OF MEMBERS COMMITTEE

The Members Committee (MC) was formed at the AGM held in the year 2013 for a

term of one (1) year and its term was extended by a year in the AGM in 2014 and

subsequently in 2015. Its primary purpose is to rationalize the Maintenance Fees

(MF) structure and act as a ‘bridging agency’ between the Board and the

Shareholders. It has been functioning effectively and the board unanimously decided

to recommend to the members that the term of the MC be extended by one more

year.

There is a vacancy in the members committee in the category of shareholders who

are not the permanent residents in SUVIDHA and they may send in their

nominations for the same and the vacancy shall be filled up accordingly.

None of the Directors / Key Managerial Personnel of the Company are interested in

any way in the said resolution.

By Order of the Board

Sd/-

Dr. K. Lakshman Managing Director

DIN: 01105610

Registered Office:

Sy. No. 18/4, Thalaghattapura, U. M. Kaval, UttarahalliHobli, Bangalore-560109 Date: 19.08.2016

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DIRECTORS’ REPORT

Your Directors are pleased to present their 12th Annual Report together with the

audited statement of accounts of the Company for the year ended March 31, 2016.

1. The Financial Summary or Highlights

Particulars Year Ended 31-03-2016

Year Ended 31-03-2015

Income from operations 1,58,04,284 1,25,76,003 Other income 42,95,416 39,37,709 Total 2,00,99,700 1,65,13,712 Total Expenditure 3,89,24,992 3,40,06,959 Profit/(Loss) before Tax (1,88,25,292) (1,74,93,247) Provision for Taxation (deferred tax) 16,55,903 19,35,636 Profit/(Loss) after Tax (2,04,81,195) (1,94,28,883)

2. The state of the Company’s Affairs:

Financial Statements of the company have, been prepared as prescribed in Rule 8(1)

of the Companies Accounts Rules, 2014.

During the year under review, the Company reported a net Loss of Rs.2,04,81,195/- ,

after considering deferred tax expense of Rs.16,55,903/- . Out of the above loss, Rs.

1,90,41,734/- is attributable to the depreciation computed in accordance with the

provisions of the Companies act, 2013. Steps are being taken to improve the

performance of the company during the current financial year.

3. Dividend and transfer to reserves:

In view of the loss, your Directors do not recommend declaration of dividend for the

said financial year. Hence, transfer to reserves not applicable.

4. Operations:

During the year, the Company has allotted equity shares for the exclusive use of ten

cottages in phase 1A and has generated capital of Rs.87, 00,000/-

The occupancy of cottages by our subscribers was better than previous year thus

resulting in an increase of operational income from Canteen sales and other services

to Rs.15, 18,695 from Rs.13, 61,281. The Company collected about Rs.1, 42, 85,589

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(as against Rs. 1, 12, 14,722 in the previous financial year) towards Operational

expenses of managing and administering the services by way of Maintenance Fees.

5. Material changes and commitments, if any affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relate and the date of the report:

No Material changes and commitments, affecting the financial position of the

company which have occurred between the end of the financial year of the company

to which the financial statement relate and the date of the report.

6. The change in the nature of business: There is no change in the nature of

the Business during the financial year.

7. PROJECT STATUS:

A. Cottages:

Phase 1 A

The Company began construction of 20 cottages on 26-09-2014. M/s. Vishwanath

Associates are the Architects and M/s. EICM construction and Management Private

Limited are the building contractors. The work is about 80% complete and the

cottages shall be ready for delivery by mid September 2016. All the 20 cottages are

subscribed to as on the date of this report.

B. Solar Power Generation Potential at Suvidha:

The Board has discussed in detail about the 'green' aspects, the maturation of

technology and usefulness of solar energy. Suvidha had contacted two agencies to

examine feasibility of instituting solar energy generation in Suvidha. The additional

benefit of reducing heat in the cottages is a substantial one. The architect/civil

engineers will work out to see how best to put these panels up on the roof of the

individual houses.

C. Concrete Road repair and the damaged telephone line works:

The damaged portions of arterial concrete roads of the village were attended to at

several places. During the civil works pertaining to the new Car Park, the telephone

lines of the security cabins were severed beyond repair. An alternative new line was

drawn from the cottage No.1 and connected to the security cabin in front of the

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clubhouse. At present the intercom number 1214 is functioning and the residents

can call that number.

D. New Covered Car Park:

The work of the 24 car park slots at the entrance of the village towards the hillock is

complete. Eighteen out of these 24 spaces have been taken by the shareholders.

E. Roof-Top Water Proofing:

Roof top water proofing programme is in progress as per the schedule and more and

more residents are coming forward to opt for the programme.

F. MANAGEMENT COMMITTEES/ TASK FORCES

During the year under review your Company put in initiatives to streamline its

Operations by constituting the following Committees/Task Forces:

Finance Task Force:

Dr. Rajanna Sreedhara – Convenor Mr.Vasanth Kumar J Dr. K. Lakshman

Projects Task Force:

Dr. K. Lakshman – Convenor

Health Care Task Force:

Dr. P.M. Chandrashekara - Convenor Dr. Sukumar Shetty Dr. Lakshmi Dey

Cultural Task Force:

Dr. Vivek Kadambi - Convenor

Landscaping Task Force:

Dr. P.M. Chandraskhara Dr. Narayanan Raghavan Mrs. Shobini Gurudas

Club House Task Force:

Dr. Rangaraj- Chairperson

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Kitchen Task Force:

Dr. P.M. Chandrasekhara – Convenor Mr. Veeranna Chigateri Mrs. Aruna Aluri

Technical Task Force:

Mr. Bapu Somasekhara- Convenor Mr. K. Papanna Gowda Mr. Satya Murthy Subba Rao Mr. Manohar

Marketing Task Force:

Dr. Vivek Kadambi- Convenor Mr. S.V.S. Sastry Mr. Vijayakumar Aluri

Land Matters:

Dr. T. R. Raghu – Convenor

Members Committee:

Dr. Rangaraj – Convenor Dr. Rajanna Sreedhara Dr. Srimani Rajagopalan Mr. Papanna Gowda Mr. B. Shivananda Aradhya Mr. Vijay kumar Aluri

Sexual harassment committee

Mrs. Satya Prabhakar Dr. Lakshmi Dey Mrs. Malathi Somashekar

No cases of sexual harassment were reported during the year.

8. Shareholders’ Communication

1 - News Letter:

A monthly news letter namely SUVIDHA NEWS LETTER was started from January

2014. The news letter is being released on 15th of every month to update each and

every shareholder about the happenings at the village.

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2 – Open house Meetings:

During the year under review, eight open house meetings were conducted to discuss

issues important to the residents and shareholders. Minutes of these meetings are

regularly circulated to all shareholders. The opinions expressed at these meetings are

considered by the Board in its subsequent meeting and appropriate actions initiated.

The shareholders are encouraged to write to the Management on issues of

importance to them to be included in the subsequent open house meetings.

3. Resident & Visitors Manual (RVM)

The RVM was discussed and adapted at the Extra-Ordinary General Body Meeting

held on 12-07-2014. The Company adheres to the principles and guidelines set out in

the RVM in the day to day running of operations. There were certain amendments, as

per the ordinary resolution passed in the AGM held on 26th September 2015, owing

to the issue of structural repairs to the cottages to be done by the residents

themselves and the Company shall not bear the cost of it.

9. Maintenance Fee

The Company has kept the maintenance fees steady at Rs. 6,000/- (Rupees Six

Thousand only) plus service tax.

10. Major Events

i. Library:

The Board on considering the request from the Ladies Club has provided more spacious and accessible space and assigned the hall below the SUVIDHA office for library and a variety of valuable and interesting books and digital media has been contributed by the shareholders.

ii. Beauty Parlor:

The Ladies beauty parlor with all the updated fittings is functioning for the last one and half years. The residents are making good use of this facility and expressed their satisfaction in respect of the services received.

iii. Talks on Vedas and Upanishads by Dr. T. S. Rukmani

The Suvidha Ladies Club planned a series of five very interesting and informative talks by Dr. T. S. Rukmani, PhD, Dlitt., on “Our cultural roots derived from Vedas and Upanishads”. All the sessions were very well attended. The audience showed keen interest in the theme and enthusiastically participated in the Question & Answer segment.

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iV. The Greatness and Glory of the Upanishads

Dr. Thimmappa Hegde, an eminent Neuro Surgeon of Narayan Health and Narayana Hrudalaya, Bengaluru delivered an interesting and thought provoking lecture on the above subject. After the lucid lecture, there was an interactive session with the residents with ample time to clear their doubts.

V. Heritage Tourism

Dr. Nalini Rao, Professor of World Art; Soka University of America, California gave an interesting talk on “Heritage Tourism: Values of Historical Preservation and Aesthetic Experience’ through a beautiful slide show. She explained the history as well as the scientific background of rich heritage structures of India.

Vi. Snakes

Dr. M. K. Shashidhar renowned founder member of Animal Rescue and Rehabilitation Trust – popularly known as “Mini Zoo”, delivered a lecture on “SNAKES”. Dr. Shashidhar conducted an interactive session on popular snakes that crawl around us at SUVIDHA. He also explained the dos-and-don’ts to remember when one encounters a snake.

Vii. Formation of Study Circle

Three members of the Suvidha Ladies Club have come forward to form a Study Circle (involving interactive discussions) on a chosen subject. It was decided to begin with Bhajagovindam and later on followed by Gita, Upanishads etc.

The core group includes - Prof T.S. Rukmani, Mrs Vasanthi Nayak and Mrs Indira Rajaram. Prof. T. S Rukmani has agreed to be the moderator. This Study Circle is open to all Shareholders, residents and their friends.

Viii. Human Ageing

Dr Narayanan Raghavan spoke on “Some thoughts on Human Ageing". The subject was in two parts; the first consisting of the physiological changes in old age and how to deal with them and the second part with the current research on prolonging human longevity.

IX. Carnatic Musical Concert

The sunset Club & Ladies Club arranged a Musical Concert at Manjula Gaana Mantapa (Bandstand, West of our Lake). The programme was sponsored by Smt. Vastala Krishnaswamy.

X. Onam Celebrations

Suvidha Ladies Club arranged a grand Onam Sadya.

The festival was inaugurated by lighting the traditional lamp placed near a characteristic floral design known as Pookolam. The lunch was attended by

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over 80 Suvidhites and guests. The Kitchen staff rose to the occasion and made the Onam Sadya celebrations a grand success.

Xi. Vinayaka Chouthi [Chathurthi]

Residents of Suvidha celebrated Vinayaka Chaturthi (Chouthi) by praying Lord Vinayaka to ward of all impediments to the progress of Suvidha and bestow all the shareholders with health, happiness and contentment in their life.

The members of Ladies club presented a beautifully decorated Ganesha pandal. The Pooja was performed by all the Suvidites including the employees.

Xii. Suvidha Staff Sports Meet

On popular demand, the Suvidha Ladies club took the lead to conduct sports for all the staff as was done last year. All the Suvidha staff enthusiastically took part in the event.

This sports event took place in front of our clubhouse. It was fun and frolic all the way through.

Xiii. New Year Celebrations – 2016

Suvidha welcomed the New Year by organizing a gala get-together function at the Badminton Court. Members of Suvidha Ladies Club tirelessly worked to make the function a grand success. In the evening Prof. Puthuraya held the audience spellbound by his hilarious talk. The function started at 8.30 pm and ended with welcoming the New Year 2016 with bonfire, display of firecrackers and floating lights.

Xiv. Visit to Lepakshi

Suvidha Ladies Club organised a one-day sight-seeing program to Lepakshi which is about 150 kms away from Suvidha. 19 members of the Ladies club enthusiastically took part in this visit to Lepakshi which is known for its rich archaeological treasures.

11. Reports of Committees/Task Forces:

SUVIDHA Landscaping Committee

SUVIDHA Landscaping Committee (SLC) is a voluntary organisation constituted in

the month of February 2014 to govern and to go into details of scheduling the

functioning of landscape activities in SUVIDHA village. Further, it is envisaged that

this committee would be able to successfully address the garden related issues at the

individual cottage level after an in-depth analysis of the inputs collected from the

residents of the village. The committee usually meets once a week and discusses the

activities of the SUVIDHA greenery which includes the residents requests or

comments. The committee also invites experts in the field whenever they visit the

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village as guests of the residents. There is a provision to entertain the residents’

requests in person; where a resident can discuss his or her problem or request in

person following a prior written request. The residents are expected to draw the

attention of SLC through a request form or by emailing to the convener of the

committee. In addition there is also a provision to discuss the issues related to SLC

during the monthly “Open House” programme. Standard operating procedure (SOP)

for procuring the consumables, plants and the implements is well drawn and

practiced.

Highlights of the Landscaping Activities:

Suvidha landscaping Committee: Dr P. M Chandrasekhara, Mrs Shobini Gurudas and Dr Narayanan R

o The Trapp 300 three HP plant shredding machine was commissioned at the corner of the STP platform. The demonstration was very impressive and promising. With the commissioning of this shredding machine one can shred the garden waste into small bits and convert into manure at a faster rate.

o Microprocessor Controlled Drip Irrigation System has been set up at the first floor of SUVIDHA Club House for the vertical rock garden. Six specially designed mist blowers have been installed to keep the plants and the rocks cool and wet without overflowing of the water. TECH Maali is an automatic programmable watering system for the plants at scheduled timing and for a pre-fixed duration.

o Beautification of the area in front of the new office extension including decoration of the pillars, additional greenery in the pots, and development of additional greenery along the ramp along with automatic microprocessor controlled sprinklers system have been put into place.

o Under the expert guidance by Prof. Krishna Rao Jaisim ; the check dams to dampen flow of rain water along its course have been successfully put up by the garden staff. The largest check dam is situated behind the cottage No.57.

o The task of completing the front garden from cottage 165 onwards is successfully completed with planting more than 150 plants. The sloping terrain posed a great challenge to plan the landscaping of the area. The idea of forming small lay out with boulders as its border solved the challenge of retaining the soil at different levels.

o Front garden maintenance schedule was redrawn and extended to cover the unoccupied cottages.

o Landscaping of the Pump House garden area was beautified after removal of the construction material and other debris. A small garden has been laid to uplift the area.

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o Kitchen Garden: The entire area made green with variety of vegetables, fruits and creepers.

o Nursery: Suvidha Nursery has been renovated by cleaning and rearranging the area for better utility. After procuring the small plastic bags the propagation work is progressing well to make it self-sufficient. Week-ends have been identified as nursery maintenance day.

o Pest control programme was initiated before the onset of heavy rains.

o A beautiful and breath taking Japanese Garden next to the cottage # 170 has been successfully completed by our garden staff who procured different coloured stones.

o The park next to the cottage No. 84 has been successfully laid by our garden staff taking care not to disturb the water draining system which runs across the park.

o Two Drum Digesters have been commissioned under the supervision to compost the kitchen waste.

o New Landscaping at New Car Park has been completed with the grass transplantation in between the cement blocks on the floor and transplanting the Chinese grass all along the side wall.

12. Canteen Updates:

Kitchen pest control schedule is being maintained.

Wet waste generated from the kitchen is being processed into compost in the blue drum digester on a daily basis.

The Kitchen committee has done an elaborate study of the market rates for the ingredients and also the selling rates at the eating establishments. At the end the committee has brought out a detailed report to prepare the new rate list as well as the daily kitchen menu. In addition the committee has also prepared a detailed study report on party lunch and rates of the each menu items. This has helped to fix the rates for the party lunch as well as the regular menu. Further the committee has also submitted the daily menu on a rotation basis.

13. Contributions to improve the quality of life in the village

On behalf of all residents of Suvidha, the Directors gratefully acknowledge

generous contributions from individuals towards improvements in the village.

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14. Directors or Key Managerial Personnel:

The Constitution of the board is as follows:

Sl.No. Name of the Director Designation

1 Dr. K Lakshman Managing Director

2 Mrs. Ahalya H Shetty Director

3 Dr. P.M. Chandrasekhara Director

4 Dr. Vivek Kadambi Director

5 Mr. Vasanth Kumar J Independent Director

6 Dr. Rajanna Sreedhara Whole Time Director &CFO

7 Dr. Ashoka Gurudas Independent Director

8 Dr. T. R. Raghu Director

9 Mr Sastry S V S Director

10 Dr N Rangaraj Director

11 Dr. Narayanan Raghavan Additional Director

12 Mrs. Rama SubbaRao Additional Director

1. Dr. K.S. Shekhar resigned from the position of Chairman and Director of the

Company on 26th September 2015. The Board places on record its appreciation

of the invaluable contribution and guidance provided by him.

2. Dr. Sukumar Shetty resigned from the position of Director of the Company

w.e.f 6th October 2015. The same was approved and noted by the Board in its

meeting held on 8th October 2015 and the Board places on record its

appreciation of the invaluable contribution and guidance provided by him.

3. Dr. Narayanan Raghavan, who was appointed as an Additional Director of the

Company on 8th November 2015 holds office upto date of ensuing AGM.

4. Mrs. Rama Subba Rao, who was appointed as an Additional Director of the

Company on 4th February 2016 holds office upto date of ensuing AGM.

5. During the year, the non-executive directors of the Company had no pecuniary

relationship or transactions with the Company.

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6. During the year, the Company has appointed Mrs. Sweta Singh, an Associate

member of the Institute of Company Secretaries of India (ICSI) as the Company

Secretary w.e.f. 1st August 2015.

15. Meetings of the Board of Directors and their committees:

The Board has met thirteen times during the financial year on the following dates:

23rd April 2015, 27th June 2015,16th July 2015, , 25th July 2015, 12th September

2015, 8th October 2015, 8th November 2015,29th November 2015, 6th December

2015, 19th December 2015, 16th January 2016, 4th February 2016 and 20th March

2016

AUDIT COMMITTEE

The members of the Audit committee have met five times on the following dates:

23rd April 2015, 27th June 2015, 12th September 2015,6th December 2015 and 4th

February 2016

NOMINATION AND REMUNERATION COMMITTEE:

The members of Nomination and Remuneration committee have met two times on the

following dates:

27th June 2015 and 4th February 2016

16. Deposits

During the year under consideration, the Company has not accepted any deposits;

hence, the provisions with respect to the deposits, covered under section 73 to 76 of

the Companies Act, 2013 (hereinafter referred to as the Act) read with Companies

(Acceptance of Deposits) Rules 2014 made under Chapter V of the Act are not

applicable.

17. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future:

No orders were passed by the Regulators or Courts or Tribunals impacting the going

concern status and company’s operations in future.

18. Directors’ Responsibility Statement as per Section 134(5) of the Companies Act, 2013:

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As required U/s 134 (5) of the Companies Act, 2013, your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting

standards had been followed along with proper explanation relating to material

departures;

(b) the directors had selected such accounting policies and applied them

consistently and made judgments and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the company

at the end of the financial year 31st March 2016 and of the profit and loss of

the company for that period;

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

adequate accounting records in accordance with the provisions of this Act for

safeguarding the assets of the company and for preventing and detecting fraud

and other irregularities;

(d) the directors had prepared the annual accounts for the period ending 31st

March 2016 on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the

company and that such internal financial controls are adequate and were

operating effectively.

(f) the directors had devised proper systems to ensure compliance with the

provisions of all applicable laws and that such systems were adequate and

operating effectively.

19. A statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors:

The board of directors has carried out an annual evaluation of its own performance,

Board committees and individual directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from

all the directors on the basis of the criteria such as the Board composition and

structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs

from the committee members on the basis of the criteria such as the composition of

committees, effectiveness of committee meetings, etc.

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The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the

performance of the individual directors on the basis of the criteria such as the

contribution of the individual director to the Board and committee meetings like

preparedness on the issues to be discussed, meaningful and constructive

contribution and inputs in meetings, etc.

They also reviewed the performance of the Company Secretary, and considered the

same to be satisfactory.

The key points in the policy relating to the remuneration for the directors, KMPs and

other employees are as follows:

All directors including the Managing Director and Whole time Director work

voluntarily and without any remuneration

Independent directors will be offered a nominal remuneration; they will be paid

if they accept the offer of payment.

All other employees will be paid in accordance with 'market forces’.

It will conform to the minimum wage act.

20. A statement on Declaration given by Independent Directors under sub-section (6) of Section 149:

The Board has received the declaration from all the Independent Directors as per the

requirement of Section 149(7) and The Board is satisfied that all the Independent

Directors meets the criterion of independence as mentioned in Section 149(6).

21. Policy on Directors’ Appointment and Remuneration and other details:

The Company has devised a Policy for performance evaluation of Independent

Directors, Board, Committees and other individual Directors which include criteria

for performance evaluation of the non-executive directors and executive directors.

However, as the Company is running into losses, no remuneration is paid to the

Directors and the Independent Director except sitting fees of Rs. 1000/- for attending

Board meetings to Mr. Vasanth Kumar J.

U. Policy for Selection of Directors and determining Directors’ independence

1. Introduction

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1.1 Suvidha believes that an enlightened Board consciously creates a culture of

leadership to provide a long-term vision and policy approach to improve the quality of

governance.

Towards this, Suvidha ensures constitution of a Board of Directors with an

appropriate composition, size, diversified expertise and experience and commitment

to discharge their responsibilities and duties effectively.

1.2 Suvidha recognizes the importance of Independent Directors in achieving the

effectiveness of the Board. Suvidha aims to have an optimum combination of

Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration

Committee (NRC) for identifying persons who are qualified to become Directors and to

determine the independence of Directors, in case of their appointment as

independent directors of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 “Director” means a director appointed to the Board of a company.

3.2 “Nomination and Remuneration Committee” means the committee constituted by

Suvidha’s Board in accordance with the provisions of Section 178 of the Companies

Act, 2013.

3.3 “Independent Director” means a director referred to in sub-section (6) of Section

149 of the Companies Act, 2013.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The Nomination and Remuneration Committee (NRC), and the Board, shall

review on an annual basis, appropriate skills, knowledge and experience required of

the Board as a whole and its individual members. The objective is to have a Board

with diverse background and experience that are relevant for the Company’s global

operations.

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4.1.2 In evaluating the suitability of individual Board members, the NRC may take

into account factors, such as:

General understanding of the Company’s business dynamics and social perspective;

Educational and professional background;

Standing in the profession;

Personal and professional ethics, integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties

and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

Shall possess a Director Identification Number;

Shall not be disqualified under the Companies Act, 2013;

Shall give his written consent to act as a Director;

Shall endeavor to attend all Board Meetings and wherever he is appointed as a

Committee Member, the Committee Meetings;

Shall abide by the Code of Conduct established by the Company for Directors

and Senior Management Personnel;

Shall disclose his concern or interest in any company or companies or bodies

corporate, firms, or other association of individuals including his shareholding

at the first meeting of the Board in every financial year and thereafter

whenever there is a change in the disclosures already made;

Such other requirements as may be prescribed, from time to time, under the

Companies Act, 2013 and other relevant laws.

4.1.4 The NRC shall evaluate each individual with the objective of having a group

that best enables the success of the Company’s business.

4.2 Criteria of Independence

4.2.1 The NRC shall assess the independence of Directors at the time of appointment

/ re-appointment and the Board shall assess the same annually. The Board shall re-

assess determinations of independence when any new interests or relationships are

disclosed by a Director.

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4.2.2 The criteria of independence, as laid down in Companies Act, 2013 is as below:

An independent director in relation to a company, means a director other than a

managing director or a whole-time director or a nominee director—

a. who, in the opinion of the Board, is a person of integrity and possesses relevant

expertise and experience;

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

associate company;

(ii) who is not related to promoters or directors in the company, its holding,

subsidiary or associate company;

c. who has or had no pecuniary relationship with the company, its holding,

subsidiary or associate company, or their promoters, or directors, during the

two immediately preceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with

the company, its holding, subsidiary or associate company, or their promoters,

or directors, amounting to two percent or more of its gross turnover or total

income or fifty lakhs rupees or such higher amount as may be prescribed,

whichever is lower, during the two immediately preceding financial years or

during the current financial year;

e. who, neither himself nor any of his relatives—

i. holds or has held the position of a key managerial personnel or is or has

been employee of the company or its holding, subsidiary or associate

company in any of the three financial years immediately preceding the

financial year in which he is proposed to be appointed;

ii. is or has been an employee or proprietor or a partner, in any of the three

financial years immediately preceding the financial year in which he is

proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of

the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the

company, its holding, subsidiary or associate company amounting to

ten per cent or more of the gross turnover of such firm;

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iii. holds together with his relatives two percent or more of the total voting

power of the company; or

iv. is a Chief Executive or director, by whatever name called, of any nonprofit

organization that receives twenty-five percent or more of its receipts from

the company, any of its promoters, directors or its holding, subsidiary or

associate company or that holds two per cent or more of the total voting

power of the company; or

v. Is a material supplier, service provider or customer or a Lessor or lessee of

the company.

f. Shall possess appropriate skills, experience and knowledge in one or more

fields of finance, law, management, sales, marketing, administration, research,

corporate governance, technical operations, corporate social responsibility or

other disciplines related to the Company’s business.

g. Shall possess such other qualifications as may be prescribed, from time to

time, under the Companies Act, 2013.

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

4.2.3 The Independent Directors shall abide by the “Code for Independent Directors”

as specified in Schedule IV to the Companies Act, 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and

experience to contribute to effective Board performance. Accordingly, members

should voluntarily limit their directorships in other listed public limited companies in

such a way that it does not interfere with their role as directors of the Company. The

NRC shall take into account the nature of, and the time involved in a Director’s

service on other Boards, in evaluating the suitability of the individual Director and

making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not

more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed

Companies and not more than 3 Listed Companies in case he is serving as a Whole-

time Director in any Listed Company.

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4.3.4 A Director shall not be a member in more than 10 Committees or act as

Chairman of more than 5 Committees across all companies in which he holds

directorships.

Remuneration Policy for Directors, Key Managerial Personnel and other employees

1. Introduction

1.1 Suvidha recognizes the importance of aligning the business objectives with

specific and measureable individual objectives and targets. The Company has

therefore formulated the remuneration policy for its directors, key managerial

personnel and other employees keeping in view the following objectives:

1.1.1 Ensuring that the level and composition of remuneration is reasonable and

sufficient to attract, retain and motivate, to run the company successfully.

1.1.2 Ensuring that relationship of remuneration to performance is clear and meets

the performance benchmarks.

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay

reflecting short and long term performance objectives appropriate to the working of

the company and its goals.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration

Committee for recommending to the Board the remuneration of the directors, key

managerial personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 “Director” means a director appointed to the Board of the Company.

3.2 “Key Managerial Personnel” means

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

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(v) such other officer as may be prescribed under the Companies Act, 2013.

3.3 “Nomination and Remuneration Committee” means the committee constituted by

Suvidha’s Board in accordance with the provisions of Section 178 of the Companies

Act, 2013.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration

Committee (NRC), shall review and approve the remuneration payable to the

Executive Directors of the Company within the overall limits approved by the

shareholders.

4.1.2 The Board, on the recommendation of the NRC, shall also review and approve

the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key Managerial

Personnel shall include the following components:

(i) Basic Pay

(ii) Perquisites and Allowances

(iii) Stock Options

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

(v) Retirement benefits

(vi) Annual Performance Bonus

4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives

(Executive Committee) shall be reviewed by the NRC and Annual Performance Bonus

will be approved by the Committee based on the achievements against the Annual

Plan and Objectives. No remuneration is paid to the Executive Directors. However,

the Company Secretary (KMP) is paid remuneration as dependant on the market

forces.

4.2 Remuneration to Non-Executive Directors

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4.2.1 The Board, on the recommendation of the NCR, shall review and approve the

remuneration payable to the Non-Executive Directors of the Company within the

overall limits approved by the shareholders.

4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the

meetings of the Board and the Committees thereof. The Non-Executive Directors shall

also be entitled to profit related commission in addition to the sitting fees.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and work

experience, competencies as well as their roles and responsibilities in the

organization. Individual remuneration shall be determined within the appropriate

grade and shall be based on various factors such as job profile, skill sets, seniority,

experience and prevailing remuneration levels for equivalent jobs.

22. Internal Financial Control Systems and their adequacy:

As per the provisions of the Companies Act, 2013 the Company is not required

to have internal control

23. Committees of the Company:

1. Audit Committee

Mr. Vasanth Kumar J Chairperson

Dr. Rajanna Sreedhara Member

Dr. Ashoka Gurudas Member

2. Nomination and Remuneration Committee

Mr. Vasanth Kumar J Chairperson

Dr. P. M. Chandrasekhara Member

Dr. Ashoka Gurudas Member

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24. Auditors:

M/s. Balakrishna and Co, Chartered Accountants, the Statutory Auditor of the

Company, who were appointed at 10th AGM held on 27/09/2014 to hold office as

statutory auditors of the Company from the conclusion of 10th AGM to conclusion of

15th AGM for a period of 5 years, being eligible expressed their willingness to

continue. As per the proviso to section 139(1), the Company shall need to place the

matter relating to such appointment for ratification by the members at every AGM.

Your directors recommend for ratification of their appointment till the conclusion of

next AGM.

25. Explanations or comments on qualification, reservation or adverse remark or disclaimer made by the Auditors:

Independent Auditors Report:

The Notes to Accounts forming part of Annual accounts are Self-Explanatory and

need no further explanation. There are no qualifications/remarks raised in Auditors

Report requiring clarification.

26. Conservation of Energy and Technology Absorption, Foreign Exchange Earnings & Outgo:

(A). Conservation of energy

(i) the steps taken or impact on conservation of energy

The Company has installed Solar water heaters for each of the cottages to ensure energy saving and active work undertaken to explore the feasibility of solar energy.

(ii) the steps taken by the Company for utilising alternate source of energy

Use of battery powered vehicles to transportation within the community

(iii) the capital investment on energy conservation equipment

As energy costs comprise a very small part of our total expenses, the financial impact of these measures is not material

(B). Technology absorption

(i) the efforts made towards technology absorption

Nil

(ii) the benefits derived like product improvement, cost reduction, production development or impact

Nil

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substitution

(iii) in case of imported technology (imported during the last three reckoned from the beginning of the financial year :-

(a) the details of technology imported (b) the year of import (c) whether the technology been fully

absorbed (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

Nil

(iv) the expenditure incurred on Research and Development

As the Company was mainly engaged in the business of Retirement Village, there are no matters to report on these aspects.

(C). Foreign Exchange Earnings & Outgo

Foreign exchange Earnings Nil

Foreign exchange Outgo Nil

27. Extract of Annual Return:

As provided under Section 92(3) of the Act, the extract of annual return is given in

Annexure I in the prescribed Form MGT-9, which forms part of this report.

28. Particulars of Loans, Guarantees and Investments:

The particulars of loans, guarantees and investments have been disclosed in the

financial statements.

29. Transactions with Related Parties:

During the financial year 2015-2016, no transactions were carried out with related

parties, hence reporting in Form AOC-2 is not applicable.

30. Development and Implementation of a Risk Management Policy for the Company including identification therein of elements of risk:

The Company has developed risk management policy in consultation with the

members of the Audit Committee and the Directors of the Company. The Board is

responsible for reviewing the risk management plan and ensuring its effectiveness.

The audit committee has additional oversight in the area of financial risks and

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controls. Major risks identified by the businesses and functions are systematically

addressed through mitigating actions on a continuing basis.

Suvidha enterprise risk management policy involves risk identification, assessment

and risk mitigation planning for strategic, operational and compliance related risks

across business units, functions and geographies.

Compliance management has been significantly strengthened by the deployment of

an integrated compliance management and governance framework. This covers

regulatory compliance certification across all applicable laws. The Audit committee at

corporate level guides and monitors the deployment of the compliance framework.

The Company ensures compliance of fiscal, employment, immigration and labor laws.

A robust internal check process is deployed to prevent and limit risk of non-

compliance.

Suvidha’s View on Risk

3.1 Risk Appetite

Suvidha’s risk appetite is linked to its strategic approach and is based on the stance

it has taken across four areas:

Strategic and commercial: Suvidha manages strategic risk in the pursuit of profitable

growth in both mature and emerging markets. Given the volatile markets and

economic climate in which it operates, the adaptability of its people, its service

offering, and its infrastructure are key to manage its risk.

Safety and operations: Suvidha is committed to conduct all its activities in such a

manner so as to avoid harm to employees and the community. It strives to deliver

safe, reliable and compliant operations.

Compliance and control: Compliance with laws and regulations is fundamental to

maintain to operate. Suvidha also believes that accurate and reliable information

provides a competitive advantage and is key to effective management of its business.

It therefore accepts minimal risk in relation to reporting risks.

Financial: Suvidha manages financial risk to maintain a prudent financing strategy,

even when undertaking major investment, and therefore taking controlled risks in

this area.

3.2 Risk factors

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Suvidha emphasizes on those risks that threaten the achievement of business

objectives of the Company over the short to medium term. An overview of these risks

is provided hereafter, including the actions taken to mitigate these risks and any

related opportunities:

i) Strategic and Commercial risks

a. Prices and markets

Prolonged unfavorable conditions could also result in cancellation of purchase of

residential cottages or impairment of assets.

Mitigation: Since Suvidha sells two types of cottages, this risk can be avoided.

b. Major project execution risk

Suvidha’s future growth plans depend upon successful delivery of Cottages.

Delivery of these Cottages is a key to Suvidha’s future financial performance.

Managing the risks related to the delivery of these cottages is a key to enhance

Suvidha’s long-term shareholder value.

Mitigation: Project risk management is embedded in the way Suvidha delivers

cottages. These includes a specialized project delivery function with experience

project management professionals, project risk modeling on a project-by-project

basis, partnering with experienced vendors to execute complex projects and ongoing

review and escalation of issues that undermine project success.

ii) Compliance and control risks

a. Regulatory compliance risks

The evolution of the global regulatory environment has resulted into increased

regulatory scrutiny that has raised the minimum standards to be maintained by

Suvidha. This signifies the alignment of corporate performance objectives, while

ensuring compliance with regulatory requirements.

Mitigation: Suvidha recognizes that regulatory requirements can at times be

challenging, and therefore will:

Strive to understand the changing regulatory standards, so as to strengthen

its decision making processes and integrate these in the business strategy of

each of the industries in which it operates.

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Drive business performance through the convergence of risk, compliance

processes and controls mechanisms to ensure continued operational efficiency

and effectiveness.

iii Financial risks

a. Treasury risks

Treasury risks include, among others, exposure to movements in interest rates and

foreign exchange rates. Suvidha also maintains sufficient liquidity, so that it is able

to meet its financial commitments on due dates and is not forced to obtain funds at

higher interest rates.

b. Interest rate risk

Suvidha borrows funds from financial institutions to meet its long-term and short-

term funding requirements. It is subject to risks arising from fluctuations in interest

rates.

Mitigation: The interest rate risk is managed and is aimed at reducing the cost of

borrowings.

C. CHALLENGES FACED BY THE COMPANY:

There are a few administrative issues that need to be solved. These issues have been inherited by the present board. Concerted efforts to find solutions – spread over the last 2.5 years – have not succeeded.

1. Several issues are pending with the Reserve bank of India. There is an issue of a refund of money to Dr. Nadubeedhi Jayaram. He had paid some money towards the shares and eventually opted out in 2009. As the amount was received in US dollars, we are in the process of obtaining permission from RBI to return the money. Further, about 18 share holders have paid in Dollars and as this was not reported to RBI we now have to regularize the transaction by a process called compounding. RBI is taking this up only after Dr. Jayaram’s issue is sorted out. And this is taking a long time in spite of our best efforts.

2. The authorities have refused to give permission for conversion of the 3 acres of land on the eastern side of our property. We will need to challenge this order legally.

3. The 11E sketch for the piece of land – about 30 guntas - popularly called ‘Anand land’ is yet to be issued. Unless this is done, that piece of land cannot formally be registered in Suvidha’s name. We have ensured that the land will be Suvidha’s by taking necessary letters from concerned persons.

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4. The issue as to whether we belong to BBMP or Kaggalipura Panchayat is still not resolved. We have asked the BBMP to give a notification regarding this and it is still not forthcoming.

5. There was a service tax audit wherein the authorities have classified the company’s business as a real estate business. The company is in the process of replying to their queries and is positive that the company would be able to prove to the authorities that this is a retirement village and the business is not real estate.

D. The detailed reasons for revision of such financial statement or report:

The Company has not revised Financial Statements or Reports.

E. Bankers & Financial Institutions

The Board takes this opportunity to express its gratitude for the valuable support

and financial assistance received from HDFC Bank Limited, SBI-Jayanagar and

Karnataka Bank- Raghuvanahalli.

F. Appreciation

Your Directors take this opportunity to express their sincere appreciation for the

excellent support and co-operation extended by the shareholders, customers,

suppliers and other business associates. Your Directors gratefully acknowledge the

on-going co-operation and support provided by Central and State Governments and

all Regulatory bodies.

Your Directors place on record their deep appreciation for the exemplary contribution

made by employees at all levels. Their dedicated efforts and enthusiasm have been

pivotal to your Company’s growth.

For and on behalf of the Board

Sd/- Sd/- Sd/- Sd/-

Dr. K. Lakshman Dr. Rajanna Sreedhara Mr. SVS Sastry Sweta Singh Managing Director Whole time director & CFO Director Company Secretary DIN: 01105610 DIN: 00893778 DIN: 06974873 PAN: BTUPS2165L Place: Bengaluru Date: 19th August 2016

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Annexure I

Form No.MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR

ENDED ON MARCH 31, 2016.

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS: i. CIN

U85310KA2004PLC035063

ii. Registration Date

29.11.2004

iii. Name of the Company

Sushruta Vishranthi Dhama Limited

iv. Category/Sub-Category of the Company

Company Limited by shares / Indian Non-Government Company

v. Address of the Registered office and contact details

Sy. No. 18/4, Talaghattapura, U. M. Kaval, Uttarahalli Hobli, Bangalore South, Bangalore-560 109, Karnataka

vi. Whether listed company

No

vii. Name, Address and Contact details of Registrar and Transfer Agent, if any

NA

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sr. No.

Name and Description of main

products/ services

NIC Code of

the Product/

service

% to total turnover of the

company

1 Maintenance, Repair and Running a retirement, Rehabilitation Home and/or Health Club related services

8730 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE

COMPANIES

Sr. No.

Name And Address Of The Company

CIN/GLN Holding/ Subsidiary

/Associate

%of shares held

Applicable

Section

1. NIL NIL NIL NIL NIL

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i.Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

(31.03.2015)

No. of Shares held at the end of the year

(31.03.2016)

% Change during the

year

Demat Physical Total % of Total Shares

Demat Physical Total %of total shares

A. Promoter

1) Indian NIL NIL NIL NIL NIL NIL NIL NIL NIL

a) Individual/ HUF

b) Central Govt.

c) State Govt(s)

d) Bodies Corp

e) Banks / FI

f) Any Other

Sub-total(A)(1):-

B. Foreign NIL NIL NIL NIL NIL NIL NIL NIL NIL

g) NRIs-Individuals

h) Other-Individuals

i) Bodies Corp.

j) Banks / FI

k) Any Other….

Sub-total(A)(2):-

C. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt.

d) State Govt(s)

e) Venture Capital Funds

f) Insurance Companies

g) FIIs

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h) Foreign Venture Capital Funds

i) Others(specify)

Sub-total(B)(1) NIL NIL NIL NIL NIL NIL NIL NIL NIL

2. Non Institutions

a) Corp.

Bodies (i) Indian (ii) Overseas

b) Individuals (i) Individual shareholders holding nominal share capital uptoRs. 1 lakh

(ii)Individual

shareholders holding nominal share capital in excess of Rs 1 lakh

NIL

3075000

3075000

100

NIL

3225000

3225000

100

4.8

c) Others

(Specify)

Sub-total(B)(2) NIL 3075000 3075000 100 NIL 3225000 3225000 100 4.8

Total Public Shareholding (B)=(B)(1)+ (B)(2)

NIL 3075000 3075000 100 NIL 3225000 3225000 100 4.8

C. Shares held by Custodian for GDRs &ADRs

NIL NIL NIL NIL NIL NIL NIL NIL NIL

Grand Total

(A+B+C)

NIL 3075000 3075000 100 NIL 3225000 3225000 100 4.8

ii.Shareholding of Promoters: Sr. No

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbe red to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbe red to total shares

% change in share holding during the year

1. NIL NIL NIL NIL NIL NIL NIL NIL Total NIL NIL NIL NIL NIL NIL NIL

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iii.Change in Promoters ’Shareholding (please specify, if there is no change

Sr. no

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company


At the beginning of the year NIL NIL NIL NIL

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

NIL NIL NIL NIL

At the End of the year NIL NIL NIL NIL

iv. Shareholding Pattern of top ten Shareholders (other than Directors,

Promoters and Holders of GDRs and ADRs)

Sr. no

Top 10 Shareholders* Shareholding at the beginning of the year

01-04-2015

Cumulative

Shareholding at end of

the year 31-03-2016



1 Sampath Kumar B.T &Vimala Sampath Kumar

30000 0.98 30000 0.93

2 Sukumar Shetty& Vijesh Shetty

30000 0.98 30000 0.93

3 Rama Iyer Sankar& Padmavathy Sankar

30000 0.98 30000 0.93

4 Rajeswari Subramanya & Jinka Subramanya

30000 0.98 30000 0.93

5 Subba Rao 30000 0.98 30000 0.93

6 Jaisim Krishna Rao & Geeta Jaisim

30000 0.98 30000 0.93

7 Vasantha Battini 30000 0.98 30000 0.93

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8 Vivek Narendran & Mamata Narendran

30000 0.98 30000 0.93

9 Lakshmi Dey & Ashok Dey

30000 0.98 30000 0.93

10 G. K. Raju 30000 0.98 30000 0.93

* The Company has not allotted any shares to the existing equity shareholders and hence the date wise increase / decrease in shareholding is not indicated.

Shareholding is consolidated based on permanent account number (PAN) of the shareholder.

V. Shareholding of Directors and Key Managerial Personnel:

Sr.

No.

Folio

no

Name of the

Share Holder

Date Reason Shareholding at the

beginning of the

year

Cumulative

Shareholding

during the year

No. of

Shares

% of total

shares

of the

company

No. of

Shares

% of total

shares

of the

company

1 19 Dr. K Lakshman 1-Apr-2015 At the beginning of the year 15000 0.48 15000 0.48

31-Mar-2016 At the end of the year 15000 0.46

2 161 Mrs. Ahalya Shetty

1-Apr-2015 At the beginning of the year 15000 0.48 15000 0.48


3 23/168

Dr. P.M. Chandrasekhara





4 126 Dr. Narayanan 1-Apr-2015 At the beginning of the year 15000 0.48 15000 0.48

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Raghavan 31-Mar-2016 At the end of the year 15000 0.46

5 6 Dr. Vivek Kadambi



6 -- Vasanth Kumar J 1-Apr-2015 At the beginning of the year -- -- --

31-Mar-2016 At the end of the year -- -- --

7 90 Dr. Rajanna Sreedhara – WTD & CFO



8 83 Dr. Ashoka Gurudas



9 13 Dr. T. R. Raghu 1-Apr-2015 At the beginning of the year 15000 0.48 15000 0.48


10 184 Sastry S V S 1-Apr-2015 At the beginning of the year 15000 0.48 15000 0.48


11 172 Dr N Rangaraj 1-Apr-2015 At the beginning of the year 30000 0.98 30000 0.98


12 NIL Mrs. Rama Subba Rao

1-Apr-2015 At the beginning of the year NIL NIL NIL NIL

31-Mar-2016 At the end of the year NIL NIL NIL NIL

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VI. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment

(in INR)

Secured Loans excluding deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not

--

--

--

--

--

--

NIL

--

--

NIL

--

--

Total(i+ii+iii) -- -- NIL NIL

Change in Indebtedness during the financial year

- Addition

- Reduction

--

--

--

--

--

NIL

--

NIL

Net Change -- -- NIL NIL

Indebtedness at the

end of the financial year

i) Principal Amount

ii) Interest due but not paid iii) Interest accrued but not due

--

--

--

--

--

--

--

--

Total (i+ii+iii) -- -- -- --

VII.REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

Sl. No.

Particulars of Remuneration Name of MD/WTD/ Manager

Total

Amount

Dr. K Lakshman-MD

Dr. Rajanna Sreedhara-WTD

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1. Gross salary

a) Salary as per provisions contained in section17(1) of the Income-tax Act, 1961

-- -- --

b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-- -- --

c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

-- -- --

2. Stock Option -- -- --

3. Sweat Equity -- -- --

4. Commission

- as % of profit

- others, specify…

--

--

--

--

--

--

5. Others, please specify -- -- --

6. Total(A) -- -- --

*Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)

-- -- --

* Since, the company has no profits ceiling limits will be applicable as per schedule of the Act.

B. Remuneration to other directors:

Sr.

No.

Particulars of Remuneration

Fee for

attending board

/ committee

meetings

Commission Others,

please

specify

Total

Amount

1 Independent Directors

Vasanth Kumar J 1000 -- -- 1000

Dr. Ashoka Gurudas -- -- -- --

Total (1) 1000 -- -- 1000

2 Other Non-Executive Directors

-- -- -- --

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Ahalya Shetty -- -- -- --

Dr. P.M. Chandrasekhara -- -- -- --

Dr. Narayanan Raghavan -- -- -- --

Dr. Vivek Kadambi -- -- -- --

Dr. T. R. Raghu -- -- -- --

Sastry S V S -- -- -- --

Dr N Rangaraj -- -- -- --

Mrs. Rama Subba Rao

Total (2) -- -- -- --

Total (B)=(1+2) 1000 -- -- 1000

Total Managerial Remuneration

1000 -- -- 1000

Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013) – Only Sitting fee applicable to the company

Rs.1,00,000

C. Remuneration to Key Managerial Personnel Other Than MD / Manager/ WTD

Sl. No.

Particulars of Remuneration Key Managerial Personnel

Dr. K Lakshman-Managing Director

Dr. Rajanna Sreedhara-Whole time Director & CFO

Sweta Singh

Company Secretary

Total

7. Gross salary

d) Salary as per provisions contained in section17(1) of the Income-tax Act, 1961

-- 2,54,832/- 2,54,832/-

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e) Value of perquisites u/s 17(2) Income-tax Act, 1961

-- -- --

f) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

-- -- --

8. Stock Option

-- -- --

9. Sweat Equity -- -- --

10. Commission

- as% of profit

- others, specify…

-- -- --

11. Others, please specify -- -- --

12. Total(A) -- 2,54,832/- 2,54,832/-

*Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)

-- --

VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offences during the year ended March 31, 2016.

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INDEPENDENT AUDITOR’S REPORT

To The Members of Sushruta Vishranthi Dhama Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Sushruta Vishranthi Dhama Limited (the “Company”) which comprise the Balance Sheet as on 31st March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The 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 these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order under Section 143(11) of the Act.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the audit considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2016, and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order

2. 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) Rules, 2014

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

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

i There are no pending litigations on the Company’s financial position as on 31st March 2016, ii There are no material foreseeable losses long term contracts, including derivative contracts for

which a provision, as required by applicable law or accounting standard would be required. iii There is no amount pending for transfer to the Investor Education and Protection Fund by the

Company. For Balakrishna & Co., Chartered Accountants. (Firm’s Registration No. 004835S) Sd/- [CA S.V. PRAKASHA] Partner (Membership No. 210411)

Bengaluru, 19th August 2016

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Annexure A to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Sushruta Vishranthi Dhama Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’).

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and 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 of material 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 basis for our audit opinion on the Company’s 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 provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

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statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Balakrishna & Co., Chartered Accountants. (Firm’s Registration No. 004835S) [CA S.V. PRAKASHA] Partner (Membership No. 210411) Bengaluru, 19th August 2016

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Annexure B to the Independent Auditor’s Report

(i) According to the information and explanations given to us: (a) The Company has maintained proper records showing full particulars, including quantitative details

and situation of fixed assets. (b) The fixed assets were physically verified during the year by the Management in accordance with a

regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) Title deeds of immovable properties are held in the name of the company. (ii) As explained to us, the inventories were physically verified during the year by the Management at

reasonable intervals and no material discrepancies were noticed on such physical verification (iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability

Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public

(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for business line of the Company.

(vii) According to the information and explanations given to us and on the basis of our examination of the records of the Company: (a) Amounts deducted / accrued in the books of account in respect of undisputed statutory dues

including Provident Fund, Employees State Insurance income-tax, sales tax, Value Added Tax, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of income tax or sales tax or service tax or value added tax which have not been deposited with the appropriate authorities on account of any dispute

(viii) The company does not have any loan & borrowings. Hence this clause does not apply. (ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt

instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable (x) To the best of our knowledge and according to the information and explanations given to us, no fraud by

the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) The company has complied with the provisions of Section 197 of the Companies Act, 2013 as regards managerial remuneration.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable. (xiii) In our opinion and according to the information and explanations given to us the Company is in

compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards

(xiv) During the year the Company has made private placement of shares. (xv) In our opinion and according to the information and explanations given to us, during the year the

Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act, 2013 are not applicable

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(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Balakrishna & Co., Chartered Accountants. (Firm’s Registration No. 004835S) [CA S.V. PRAKASHA] Partner (Membership No. 210411) Bengaluru, 19th August 2016

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SUSHRUTA VISHRANTHI DHAMA LIMITEDBalance Sheet as at 31-Mar-2016

(All amounts are in Indian Rupees, unless otherwise stated)

NoteAs at 31st

March, 2016As at 31st March,

2015

EQUITY AND LIABILITIES

Shareholders’ fundsShare capital 1 316,200,000 302,700,000 Reserves and surplus 2 300,108,163 266,589,358

Non-current liabilitiesDeferred tax liabilities (net) 12,714,898 11,058,995 Other long-term liabilities 3 18,251,577 11,449,635 Long-term provisions 4 523,473 567,312

Current liabilitiesTrade payables 5 465,149 620,743 Other current liabilities 6 2,332,957 2,328,281

TOTAL 650,596,217 595,314,324

ASSETS

Non-current assetsFixed assets 7

Tangible assets 556,163,361 567,854,791 Capital work-in-progress 35,221,270 9,463,508

Non-current investments 8 534,342 505,742 Long-term loans and advances 9 9,817,077 10,305,984

Current assetsCash and cash equivalents 10 47,839,849 6,838,563 Short-term loans and advances 11 1,020,318 345,736

TOTAL 650,596,217 595,314,324 Accounting policies and other notes 19The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of the Board of DirectorsFor Balakrishna & CoChartered AccountantsFRN : 004835S

Sd/- Sd/- Sd/- Sd/- Sd/-[CA S.V. Prakasha] [Dr.K.Lakshman] [Dr.Rajanna Sreedhara] [SVS Sastry] [CS Sweta Singh]Partner Managing Director Whole time director&CFO Director Company SecretaryMembership No.210411 DIN : 01105610 DIN : 00893778 DIN: 06974873 PAN: BTUPS2165L

Bengaluru : 19th August, 2016 Bengaluru : 19th August, 2016

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SUSHRUTA VISHRANTHI DHAMA LIMITEDStatement of Profit and Loss for the year ended 31-Mar-2016

(All amounts are in Indian Rupees, unless otherwise stated)

NoteYear

ended31st March, 2016

Year ended31st March, 2015

REVENUE FROM OPERATIONS (GROSS) 12 15,804,284 12,576,003 Other income 13 4,295,416 3,937,709 TOTAL REVENUE 20,099,700 16,513,712

EXPENSESCost of materials consumed 14 1,279,231 1,180,335 Employee benefits expense 15 8,621,294 6,463,236 Finance costs 16 3,469 2,788 Depreciation and amortisation expense 7 19,041,734 18,346,077 Other expenses 17 9,977,774 7,691,725 Prior period expenses 18 1,490 322,798

TOTAL EXPENSES 38,924,992 34,006,959

Profit / (Loss) before extraordinary & exceptional items and tax (18,825,292) (17,493,247) Extraordinary items - gain / (loss) - - Exceptional items - gain / (loss) - -

Profit / (Loss) before tax (18,825,292) (17,493,247)

Tax expense:Current tax expense for current year - - MAT credit reversal / (available for current year) - - Current tax expense relating to prior years - - Deferred tax expense / (income) 1,655,903 1,935,636

PROFIT FOR THE YEAR (20,481,195) (19,428,883)

Earnings per share (of Rs.100 each)Basic (6.6) (6.2) Diluted (6.6) (6.2)

Significant accounting policies and notes to accounts 19The accompanying notes are an integral part of these financial statements


Sd/- Sd/- Sd/- Sd/- Sd/-[CA S.V. Prakasha] [Dr.K.Lakshman] [Dr.Rajanna Sreedhara] [SVS Sastry] [CS Sweta Singh]Partner Managing Director Whole time director & CFO Director Company SecretaryMembership No.210411 DIN : 01105610 DIN : 00893778 DIN: 06974873 PAN: BTUPS2165L


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SUSHRUTA VISHRANTHI DHAMA LIMITEDNotes to the financial statements for the year ended 31-Mar-2016

(All amounts are in Indian Rupees, unless otherwise stated)As at 31st March,

2016As at 31st March,

2015

1 SHARE CAPITALAuthorised

3,300,000 equity shares of Rs.100/- each 330,000,000 330,000,000 (Previous year: 3,300,000 equity shares of Rs.100/- each)

330,000,000 330,000,000 Issued, subscribed and fully paid up

32,25,000 equity shares of Rs.100/- each 316,200,000 302,700,000 (Current year: 31,05,000 equity shares of Rs.100/- each)(CY: 60,000 equity shares of Rs.100/- each, Rs.60/- per share paid-up)(CY: 60,000 equity shares of Rs.100/- each, Rs.35/- per share paid-up)(Previous year: 29,55,000 equity shares of Rs.100/- each)(PY: 1,20,000 equity shares of Rs.Rs.100/- each, Rs.60/- per share paid-up)

TOTAL ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL 316,200,000 302,700,000

2 RESERVES AND SURPLUSGeneral Reserve

Opening balance 203,180 202,000 Add / (less) : Movements during the year:

Nominal value of assets received free of cost - 1,180 Closing balance 203,180 203,180

Securities premium accountOpening balance 314,326,500 258,526,500 Add / (less) : Movements during the year:

Premium on shares issued during the year 54,000,000 55,800,000 Closing balance 368,326,500 314,326,500

Surplus / (Deficit) in Statement of Profit and LossOpening balance (47,940,322) (28,511,439) Add / (less) : Movements during the year:

Profit / (Loss) for the year (20,481,195) (19,428,883) Closing balance (68,421,517) (47,940,322)

TOTAL RESERVES AND SURPLUS 300,108,163 266,589,358

3 OTHER LONG-TERM LIABILITIESRetention Money 1,861,577 2,142,431 Other than Trade payables

Trade / security deposits received 16,390,000 9,307,204 TOTAL OTHER LONG-TERM LIABILITIES 18,251,577 11,449,635

4 LONG-TERM PROVISIONSProvision for employee benefits

Provision for gratuity (net) 523,473 567,312 TOTAL LONG-TERM PROVISIONS 523,473 567,312

5 TRADE PAYABLESDues to:

Other parties 14,069 196,803 Outstanding Expenses 451,080 423,940

TOTAL TRADE PAYABLES 465,149 620,743

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6 OTHER CURRENT LIABILITIESStatutory remittances payable 362,987 321,553 Payables on purchase of fixed assets 43,348 911,936 Advances from customers 1,324,410 706,828 Employee related and other dues 602,212 387,964 TOTAL OF OTHER CURRENT LIABILITIES 2,332,957 2,328,281

8 NON-CURRENT INVESTMENTSInvestments at cost

A) Trade investmentsGratuity Fund 534,342 505,742

TOTAL OF NON-CURRENT INVESTMENTS 534,342 505,742

9 LONG-TERM LOANS AND ADVANCESCapital advances

Unsecured, considered good 9,301,934 9,780,841 Security deposits

Unsecured, considered good 515,143 525,143 TOTAL OF LONG-TERM LOANS AND ADVANCES 9,817,077 10,305,984

10 CASH AND CASH EQUIVALENTSBalances with banks 47,552,171 6,646,179 Cash on hand 287,678 192,384 TOTAL CASH AND CASH EQUIVALENTS 47,839,849 6,838,563

11 SHORT-TERM LOANS AND ADVANCESLoans and advances to employees

Unsecured, considered good 133,510 105,923 Prepaid expenses - Unsecured, considered good 191,942 122,474 Prepaid taxes, Unsecured, considered good 118,369 108,369 Income tax refund receivable - Unsecured, considered good 108,369 8,970 Balances with government authorities - Unsecured, considered good -

Others 468,128 - TOTAL SHORT-TERM LOANS AND ADVANCES 1,020,318 345,736

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SUSHRUTA VISHRANTHI DHAMA LIMITEDNotes to the financial statements for the year ended 31-Mar-2016

(All amounts are in Indian Rupees, unless otherwise stated)Year ended31st

March, 2016Year ended31st

March, 2015

12 REVENUE FROM OPERATIONSFood & Beverage Sales 1,518,695 1,361,281 Maintenance fees 14,285,589 11,214,722 TOTAL REVENUE FROM OPERATIONS 15,804,284 12,576,003

13 OTHER INCOMEInterest income 1,183,698 1,083,695 Other Income 3,111,718 2,854,014 TOTAL OTHER INCOME 4,295,416 3,937,709

14 COST OF MATERIALS CONSUMEDOpening stock - Add: Purchases 1,279,231 1,180,335

1,279,231 1,180,335 (Less): Closing stock - - TOTAL COST OF MATERIALS CONSUMED 1,279,231 1,180,335

15 EMPLOYEE BENEFITS EXPENSESalaries and wages 7,305,732 5,523,138 Contributions to provident and other funds 882,437 635,341 Gratuity 165,352 105,302 Staff welfare expenses 267,773 199,455 TOTAL EMPLOYEE BENEFITS EXPENSE 8,621,294 6,463,236

16 FINANCE COSTSInterest expense on:

Others 3,469 2,788 TOTAL FINANCE COSTS 3,469 2,788

17 OTHER EXPENSESAdvertisement 3,080 16,680 Power and fuel 1,615,936 1,463,983 Repairs and maintenance - Buildings 1,436,517 475,477 Repairs and maintenance - Machinery 1,067,555 737,262 Repairs and maintenance - Others 184,301 96,190 Insurance 174,551 176,282 Rates and taxes 1,626,398 459,965 Communication 116,267 116,396 Postage and courier 6,623 9,526 Travelling and conveyance 87,151 61,086 Printing and stationery 139,284 156,948 Vehicle maintenance 484,765 391,312 Office Expenses 56,887 108,829 Legal and professional 643,518 879,781 Payments to auditors (Also refer Note x) 135,000 135,000 Security Charges 1,698,124 1,771,311 Newspapers, subscriptions & magazines 84,565 63,578 Garden Expenses 309,222 472,300 Health centre expenses 8,390 12,885 Miscellaneous expenses 99,640 86,934 TOTAL OTHER EXPENSES 9,977,774 7,691,725

18 PRIOR PERIOD EXPENSES 1,490 322,798 1,490 322,798

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SUSHRUTA VISHRANTHI DHAMA LIMITED - (0)

Cash Flow Statement for the year ended 31-Mar-2016(All amounts are in Indian Rupees, unless otherwise stated)

As at 31st March, 2016

As at 31st March, 2015

A CASH FLOW FROM OPERATING ACTIVITIES:Profit before tax (18,825,292) (17,493,247) Adjustments for:

Depreciation and amortisation expenses 19,041,734 18,346,077 Interest income 1,183,698 1,083,695 Interest expense 3,469 2,788

20,228,901 19,432,560 Cash Generated from operations before working capital changes 1,403,609 1,939,313 Adjustments for:

(Increase)/decrease in trade receivables - 970,311 (Increase)/decrease in short-term loans and advances (565,183) 69,242 (Increase)/decrease in long-term loans and advances 10,000 (5,000) Increase/(decrease) in trade payables (155,594) (37,734) Increase/(decrease) in other current liabilities 873,264 (4,711,786) Increase/(decrease) in short-term provisions - (152,119) Increase/(decrease) in other long term liabilities 6,801,942 (46,300,779) Increase/(decrease) in long-term provisions (43,839) 68,477

6,920,590 (50,099,388) Cash generated from operations 8,324,199 (48,160,075)

Taxes paid (net of refunds) (109,398) 723,988 Net cash generated from operating activities - [A] 8,214,801 (47,436,087)

B CASH FLOW FROM INVESTING ACTIVITIES:Purchase of tangible/intangible assets (33,497,748) (33,637,821) Sale proceeds of tangible/intangible assets - - Purchase of investments (28,600) (105,422) Investment in bank deposits (having original maturity more than 3 months) (42,000,000) (104,000,000) Redemption/maturity of bank deposits (having original maturity more than 3 months)42,000,000 104,000,000 Interest received (1,183,698) (1,083,695)

Net cash generated/(used in) from investing activities - [B] (34,710,046) (34,826,938)

C CASH FLOW FROM FINANCING ACTIVITIES:Amounts borrowed during the year - - Capital received during the year including premiums 67,500,000 72,000,000 Interest paid (3,469) (399,213)

Net cash used in financing activities - [C] 67,496,531 71,600,787

Net increase/(decrease) in cash and cash equivalents - [A+B+C] 41,001,286 (10,662,238) Cash and cash equivalents at the beginning of the year 6,838,563 17,500,801 Cash and cash equivalents at the end of the year 47,839,849 6,838,563

Cash and cash equivalents comprise of:Cash on hand 287,678 192,384 Balances with banks:

In current accounts 47,552,171 6,646,179 47,839,849 6,838,563


Sd/- Sd/- Sd/- Sd/- Sd/-[CA S.V. Prakasha] [Dr.K.Lakshman] [Dr.Rajanna Sreedhara] [SVS Sastry] [CS Sweta Singh]Partner Managing Director Whole time director &CFO Director Company SecretaryMembership No.210411 DIN : 01105610 DIN : 00893778 DIN: 06974873 PAN: BTUPS2165L


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19. NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR 31ST MARCH 2016

Company overview

Sushruta Vishranthi Dhama Limited, (Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company owns and manages a premium retirement village under the name and style of “SUVIDHA”. The Company constructs and maintains residential cottages, solely intended to be inhabited by Senior citizens who purchase the Company’s shares.

Significant accounting policies

i. Basis of preparation of financial statements:

The financial statements have been prepared on the basis of a going concern assumption, on historical cost convention and on accrual method of accounting in accordance with the generally accepted accounting principles in India, Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and other accounting principles generally accepted in India, to the extent applicable and the provisions of the Companies Act, 2013 as adopted consistently by the Company.

ii. Use of estimates:

The preparation of financial statements in conformity with Indian GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent liabilities, at the end of reporting period. Although these estimates are based upon management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

iii. Revenue recognition:

The various streams of revenue for the Company and their respective accounting treatments are as under: Sale of goods - Canteen Sales - This stream of revenue represents the sale of food and beverages to the occupants of the cottages. The revenue from such sale is accounted after the goods have been delivered to the customers. Rendition of services –The revenues in the following cases are recognized on the completion of service: Maintenance fees and other Income – The recognition of maintenance fees and other incomes in the profit and loss account is in accordance with the Completion of service contract method prescribed under AS-9. Further, there exists no uncertainty in the ultimate collection of the amounts so recognized. Amounts collectible from the members towards maintenance are accounted as revenue at the end of the month i.e. after the completion of maintenance service for that month.

Interest Income – Interest on deposits and investments are recognized on a time proportion basis taking into account the amounts invested and the rate applicable.

iv. Fixed Assets and capital work-in progress: Fixed Assets are stated at cost, less accumulated depreciation and impairment, if any. Cost

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comprises the purchase price and any cost attributable to bring the asset to its working condition for its intended use. Capital work in progress represents the costs that have been incurred by the Company towards the construction of those cottages, which are not ready to be used as on the date of the balance sheet.

v. Depreciation and amortization:

Depreciation on fixed assets is calculated on a straight-line basis using the rates arrived at based on the useful lives as provided in Schedule II to the Companies Act, 2013.

vi. Employees benefits: Provident fund and Employees state Insurance These are plans in which the Company pays pre-defined amounts to separate funds and does not have any legal or informal obligation to pay additional sums. These comprise of contributions to the employees provident fund with the government and certain state plans like Employees State Insurance. These are recognized as expenses during the period in which the employees perform the services that the payment covers. Gratuity The Company provides for gratuity, a defined benefit plan (the Gratuity plan) to its employees. Liability with regard to the Gratuity plan are accrued based on actuarial valuation, based on Projected Unit Credit Method, and carried out by an independent actuary. Following are the assumptions made while making the actuarial valuation:

Sl./No Particulars Year 2015-16

1 Retirement age (in years) 60

2 Funding Mechanism Funded

3 Salary increase 7%

4 No. of employees 54

5 Benefits payable As per Payment of Gratuity Act, 1972

vii. Current Tax and Deferred Tax:

Since the Company has registered a loss for the current year, no provision has been made in the books of the Company towards Income tax. Deferred tax is recognized on timing differences between the accounting income and the taxable income for the year and quantified using the tax rates and laws enacted or substantially enacted as on the Balance Sheet date. Deferred tax asset has not been recognized on the carried forward tax losses since there is no virtual certainty, supported by convincing evidence, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

viii. Provisions and Contingent liabilities: Provisions - A Provision is recognized when an enterprise has a present obligation as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions, other than employee benefits, are not discounted to their present value and are determined based on

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management estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current managerial estimates. Contingent liabilities and commitments (to the extent not provided for) (a) Claims against the company not acknowledged as debt - An amount of Rs. 10,00,000/- (Rupees Ten Lakhs only) that has been paid towards the purchase of land would be payable to Bangalore Hospital only on receipt of compensation by the Company from KIADB. Since, this liability is contingent on the receipt of compensation from the KIADB, the same has been disclosed as contingent liability. (b) Other money for which the company is contingently liable - The Company has not discharged the applicable property taxes to the concerned authorities. The effect of this liability has not been shown in the financials since a probable estimate of the taxes cannot be made.

ix. Sundry Ccreditors (Due to Micro, Small and Medium Scale Enterprises): Based on information available with the Company, there are no suppliers who are registered as

micro, small or medium enterprises under ‘The Micro, Small and Medium Enterprises Development Act, 2006” as at March 31, 2016.

x. Remuneration to the Auditors: The remuneration to statutory auditors for the current and previous financial years are as under:

Particulars Year 2015-16 Year 2014-15

Audit Fees 1,35,000 135,000

xi. Capital commitments:

Estimated amount of the contract remaining to be executed on capital account not provided for amounts to Rs. 2,23,80,453 - estimated cost of construction for completion of the project.

xii. Transactions in foreign currency: The Company has not entered into any transactions involving foreign currency during the financial year.

xiii. Cash Flow Statement: Cash flow statement has been prepared using Indirect Method as specified in Accounting Standard 3 – “Cash Flow Statements”. All balances reflecting as cash and cash equivalents held by the enterprise are available for use by the Company.

xiv. Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Particulars Year ended 31st March, 2016 Year ended 31st March, 2015 No of shares Amount No of shares Amount

Ordinary equity shares Opening Balance 30,75,000 30,27,00,000 29,55,000 29,55,00,000 Fresh issue (Refer note below) 1,50,000 1,35,00,000 1,20,000 72,00,000 Bonus - - - - ESOP - - - - Conversion - - - - Buy back - - - - Other changes (give details) - - - - Closing Balance 32,25,000 31,62,00,000 30,75,000 30,27,00,000 Note-

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Current year share allotment details- 31,05,000 shares of Rs. 100, fully paid 60,000 shares of Rs. 100 per share, Rs. 60 per share paid-up 60,000 shares of Rs. 100 per share, Rs. 35 per share paid-up Previous year share allotment details- 29,55,000 shares of Rs. 100, fully paid 1,20,000 shares of Rs. 100 per share, Rs. 60 per share paid-up

xv. Shareholders holding more than 5 percent shares in the Company:

No shareholder holds more than 5 percent shares in the company.

xvi. Details of transactions entered into with related parties:

Below are the particulars of the transactions entered into by the Company with related parties:

S. No Name of the related party Nature of

relationship Nature of receipt/payment Amount

1 K.S Shekar Chairman Maintenance charges/Expenses 124609 2 Vivek Kadambi Director Maintenance charges/Expenses 85768 3 Rajanna Sreedhara CFO Maintenance charges/Expenses 83219 4 Rajanna Sreedhara Whole-time Director Maintenance charges/Expenses 83219 5 Lakshman Krishnaswamy Managing Director Maintenance charges/Expenses 89316

6 Ashoka Gurudas Independent director Maintenance charges/Expenses 203179

7 Vasanth Kumar Jayapal Independent director Director sitting Fees 5005

8 Patrenahalli Mariyappa Chandrashekhara Director Maintenance charges/Expenses 131261 9 Raghu Thagachagere Ramegowda Director Maintenance charges/Expenses 83219 10 Ahalya Hemachandra Shetty Director Maintenance charges/Expenses 83865 11 Nanjundiah Rangaraj Director Maintenance charges/Expenses 172830 12 Sadhu Sastry Venkata Sadhu narsimha Director Maintenance charges/Expenses 134176 13 Sukumar Shetty Director Maintenance charges/Expenses 82777 14 Narayanan Raghavan Director Maintenance charges/Expenses 42334 15 Rama Subba Rao Director Maintenance charges/Expenses 19593 16 Sweta Singh Company Secretary Salary 254832

xvii. Comparatives:

Previous year comparatives has been re-grouped/re-classified where necessary, to confirm to the presentation in the current year.

For Balakrishna & Co For and on behalf of the Board Chartered Accountants Firm Reg No: 004835S

Sd/- Sd/- Sd/- Sd/- Sd/-

S V Prakasha Dr. K. Lakshman Dr. Rajanna Sreedhara Mr. SVS Sastry Sweta Singh Partner Managing Director Whole time Director & CFO Director Company Secretary Mem No. 210411 DIN: 01105610 DIN: 00893778 DIN: 06974873 PAN: BTUPS2165L

Bengaluru, 19th August 2016 Bengaluru, 19th August 2016

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Form No. MGT-11 SUSHRUTA VISHRANTHI DHAMA LIMITED

CIN: U85310KA2004PLC035063 Regd Office: No. 18/4, U. M. Kaval, Uttarahalli Hobli, B’lore-109

FORM OF PROXY

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

Name of the member (s) :

…………......................................................................................................................

Registered Address :

...................................................................................................................................

...................................................................................................................................

E-mail Id :...................................................................................................................

Folio No./Client Id........................... ..........DP ID....................................

I/We, being the member(s) holding ...................................shares of the above named

Company, hereby appoint

1. Name : ...................................................................................................................

Address:......................................................................................................................

...................................................................................................................................

E-mail ID ..............................................Signature:...........................................

or failing him/her

2. Name : . .................................................................................................................

Address:......................................................................................................................

...................................................................................................................................

Email ID ..............................................Signature:...........................................

or failing him/her

3. Name :....................................................................................................................

Address:......................................................................................................................

...................................................................................................................................

Email ID ..............................................Signature:...........................................

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as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at Annual General Meeting of the Company, to be held on Sunday, the 18th day of September 2016 at 11 a.m. at the registered office of the company and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolutions:

Ordinary Business

1 To receive, consider and adopt the financial statements and cash flow

statement for the year ended on that date and the Reports of the

Directors and Auditors thereon.

2 To appoint a director in place of Mrs. Ahalya H Shetty, who retires by

rotation and being eligible offers herself for re-appointment.

3 To appoint a director in place of Dr. P.M. Chandrasekhara, who retires

by rotation and being eligible offers himself for re-appointment.

4 To ratify the appointment of M/s. Balakrishna & Co.

Special Business

5 Regularization of appointment of Dr. Narayanan Raghavan as a Director

6 Regularization of appointment of Mrs. Rama Subba Rao as a Director

7 Proposal for Assisted care facility

8 Extension of term of Member’s Committee

Signed this......................day of ..................................2016

Signature of shareholder Signature of Proxy holder(s)

Note: This form duly filled up, stamped and signed by the appointer or his attorney

duly authorized in writing or if the appointer is a Body Corporate, under the seal or

signed by an attorney duly authorized by it shall be deposited at the Registered Office

of the Company along with the power of Attorney, if any under which the Proxy Form

is signed, not less than 48 hours before the time for holding the meeting.

Administrator

Typewritten Text

Affix Re 1 Revenue Stamp

Administrator

Typewritten Text

Administrator

Typewritten Text

Administrator

Typewritten Text

Administrator

Typewritten Text

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ATTENDANCE SLIP OF 12th ANNUAL GENERAL MEETING

ATTENDANCE SLIP

Annual General Meeting of the Company held on Sunday, 18th September 2016 Regd. Folio No._____________/DP ID___________Client ID/Ben. A/C____________

No. of shares held______________

I certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby record my presence at the Annual General Meeting of the Company on Sunday, the18th day of September 2016 at 11 a.m. at the registered office of the Company.

Member’s/Proxy’s name in Block Letters Member’s/Proxy’s Signature

Note: Please fill this attendance slip and hand it over at the entrance of the hall. —————————-

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