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Avonmore Capital & Management Services Ltd.

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Avonmore Capital & Management Services Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSPHY ON GOVERNANCE

Your Company is committed to conducting business the right way which means taking decisions and acting in a way that is ethical and in compliance with the applicable legal requirements. The Company firmly believes that adherence to business ethics and sincere commitment to corporate governance will help the Company achieve its vision of being the most respected Company in the financial services space in India. The Company is in compliance with the requirements of the guidelines on corporate governance stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges. With the implementation of stringent employee code of conduct policy and adoption of a Whistle Blower Policy, the Company has moved ahead in its pursuit of excellence in corporate governance.

Our Board has independent directors, highly respected for their professional integrity as well as rich financial and banking experience and expertise. We have an advisory board comprising stalwarts with long and immaculate careers in banks, public service and legal profession.

BOARD OF DIRECTORS

Composition of Board :

In terms of Corporate Governance philosophy all statutory and other significant material information is placed before the Board of Directors to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the Shareholders.

The Company has a Non-Executive Chairman and the number of Independent Directors is more than one-half of the total number of Directors. The number of Non-Executive Directors is also more than 50% of the total number of Directors. The Board is presently  comprises of 6 Directors, including 1 Executive Director and 5 Non Executive Directors, of which 3 are Independent Directors and 1 is Women (Non Independent) Director. The Directors have expertise in their functional areas and bring a wide range of the skills and experience on the Board.

None of the Directors on the Board is a member of more than 10 committees or chairman of more than 5 committees across all the Companies in which he is a Director. As required under Clause 49 of the Listing Agreement, necessary disclosures regarding committee positions in other public companies as on March 31, 2015 have been made by the Directors to the Company.

Meetings and Attendance

During the year 2014-2015 the Board of Directors met Six (6) times on the following dates:-

28th May 2014, 14th August 2014, 14th November 2014, 13th February 2015, 20th February 2015 and 30th March 2015.

The gap between any two Board meetings did not exceed four months.

Categories and Attendance of Directors

The names and categories of the Directors on the Board, their attendance at the Board Meetings held during the year under review along with the number of Directorship and committee memberships held by them in other companies as on 31st March 2015 are given hereunder. The Directorship in other companies exclude those held in private limited companies, association, companies incorporated outside India and alternate directorships. The Chairmanship/Memberships include membership of Audit and Shareholders' / Investor Grievance Committees.

Brief Profile of Board

Ashok Kumar Gupta

Mr. Ashok Kumar Gupta (FCS) born on 25 June, 1965 is a commerce graduate and is also a member of The Institute of  Company Secretaries of India. Mr. Ashok Kumar Gupta is having vast experience in the field of finance, accounts and secretarial matters of the Companies.

Shyam Sunder Lal Gupta

Mr. Shyam Sunder Lal Gupta born on 28th September, 1933 is M.Com, LL.B, MBA & CAIIB and was an Advocate, at Supreme Court of India and the Delhi High Court, New Delhi. H e was associated for over 3 decades with the Industrial Finance Corporation of India as its Legal Adviser and Head of the Legal Department in the grade and with the status of a Chief General Manager. Mr. Shyam Sunder Lal Gupta was also associated with M/s Orr. Dinam & Co., a renowned firm of Solicitors and Advocates in Delhi as Senior Partner. During his association he had handled the work of Supreme Court, High Courts, MRTP Commission, CLB, Arbitrators etc. As a practicing Lawyer Mr. Shyam Sunder Lal Gupta. Gupta is looking after the matters of Financial Institutions, Banks, and Public Sector Corporations like National Cooperative Development Corporation, Hauz Khas, New Delhi., National Scheduled Castes & Scheduled Tribes Finance & Development

Chand Krishna Tikku

Mr. Chand Krishna Tikku born on 23rd April, 1930 is Former Chairman of Central Board of Direct Taxes, and is having a vast experience in the fields of Taxation, Accounting & Corporate Governance.

Ajay Kumar

Mr. Ajay Kumar born on 30th January, 1951 is 1976 batch, Retired Indian Administrative Services (IAS). Officer, he has vast and varied experience in Administration, Urban Development, Real Estate Development, Housing, Poverty, Public Health, Comparative Politics, International Relations & Law. He held the offices of Principal Secretary, Rural Engineering Organization & Vice Chairman, Bihar Rural Roads Development agency; Principal Secretary, Science and Technology, Government of Bihar; Principal Secretary Building & Housing cum Chairman Bihar State Housing Board (BSHB); Secretary Urban Development & Housing Department, Govt. of Bihar. At present, he is working as a special rapporteur for national Human Rights Commission for central West Zone; Partner of ACTM, an independent and global management consulting firm; Consultant to Stratixy Advisors India Private Limited; Managing Director to kgd-Architecture an infrastructure & Design Services Company; Advisor, infrastructure and Logistic Federation of India.

Mr. Govind Prasad Agrawal

Mr. Govind Prasad Agrawal, is a Law graduate and Fellow member of 'The Institute of Company Secretaries of India'. He has got rich experience of over 31 years in the field of Finance, Law and Administration.

He is presently providing his valuable contribution to Almondz Global Securities Ltd., as a Executive Director & CFO of the Company and also serving to the Board of Almondz Capital & Management Services Limited as a Non- Executive Director and Committees' member of the Company.

He also serves on the Board of Almondz Finanz Limited, Almondz Insurance Brokers Private Limited, Rini Corporate Services Private Limited, Almondz Reinsurance Brokers Private Limited, Margo Finance Limited, Rama Vision Limited, Yarntex Exports Limited, Almondz Global Infra-consultant Limited, Anemone Holdings Private Limited and Almondz Wealth Advisors Limited.

Ms Ashu Gupta

Ms. Ashu Gupta is a commerce graduate from Delhi University, Bachelor of Law (L.L.B.) from Delhi University and became Company Secretary from the Institute of Company Secretaries of India (ICSI) in 1995. She has immense knowledge and experience of over 18 years in almost every facet of corporate secretarial, Legal Advisory and consulting profession. She is well exposed in handling corporate legal matters and dealing with various regulatory authorities like Registrar of Companies (ROC), Regional Director (RD), Company Law Board (CLB), Ministry of Corporate Affairs, Securities & Exchange Board of India (SEBI), Stock Exchanges, Reserve Bank of India (RBI) etc.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The Board members are provided with necessary documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and operations of the Company. Quarterly updates on relevant statutory changes are discussed in the Board meetings. The details of such familiarisation programme of the Company may be accessed on the Company's website at www.avonmorecapital.in

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS :

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreements with the Stock Exchanges, a seperate meeting of Independent Directors of the Company was held on March 30, 2015, inter alia, to discuss the following :

• To review the performance of non-independent directors and the Board as a whole;

• To review the performance of the Chairperson of the Company

• To assess the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties

The Independent Directors have expressed their satisfaction over the performance of the other directors and the Board as whole. They have also expressed their satisfaction over the quality, quantity and flow of information between the Company management and the Board /Committees of the Board.

Board Level Performance Evaluation :

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive Directors, Non Executive Directors including Independent Directors("IDs"), Committees of the Board and Board as a Whole.

The criteria for performance evaluation are as under :

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc. Similarly,

for evaluation of Individual Director's performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc. Board members had submitted their response on a scale of 5 (excellent) to 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.

CODE OF CONDUCT

The Board of Directors has adopted Codes of Conduct, applicable to Directors and to employees of the Company. The said Codes of Conduct have been posted on the Company's website www.avonmorecapital.in The Company has obtained declarations from all its Directors affirming their compliances with the applicable Codes of Conduct. The declaration by the Managing Director under Clause 49 affirming compliance of the Code of Conduct by all members of the Board and the Senior Management Personnel for the year ended 31 March 2015 is attached to this Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted 6 Committees of the Board viz

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

• Committee for Further Issue of Shares

• Management Committee

• Risk Management Committee

The Board determines the terms of reference of these Committees from time to time. Meetings of these Committees are convened by the respective Committee Chairman /Company Secretary. At each Board Meeting, minutes of these Committees are placed before the Directors for their perusal and noting.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, inter-alia provides assurance to the Board on the adequacy of the internal control system and financial disclosure.

The terms of reference of the Audit Committee of the Company are wide enough to cover the matters as specified for Audit Committee under Clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013 which are broadly as under :

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditors and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to :

a) Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions;

g) Qualifications in the draft audit report

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.

5A. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or right issue, and making appropriate recommendations to the Board to take up steps in this matter.

6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

8. Discussion with internal auditors, any significant findings and follow up there on.

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

10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

12. To review the functioning of the Whistle Blower mechanism.

13. To carry out any other function as is mentioned in the terms of reference of the Audit Committee.

COMPOSITION

The terms of reference of the Committee are governed by a Charter, covering all applicable matters specified under clause 49 of the Listing Agreements dealing with Corporate Governance and Section 177 of the Companies Act, 2013. The members of the Committee are :

The Committee members have requisite experience in the fields of Finance and Accounts, Banking and Management. The Audit Committee met 4 times during the year. The quorum of the Committee is 1/3rd of the total strength of the Committee or 2 members, whichever is higher and minimum of two independent Directors. Mr. Ajay Kumar, who is a non-executive and independent Director, having sufficient accounting and financial management expertise and is elected as the Chairman of the Committee.

The Company Secretary acts as the Secretary to the Audit Committee meetings. During the financial Year under review, the Audit Committee meetings were held on 28th May 2014, 14th August 2014, 14th Nov 2014, and 13th February 2015. For the finalization of the Audited Annual Accounts of the Company, the meeting of the Audit Committee was held on 29th May 2015. The attendance of the individual Directors in the aforesaid meetings were as follows :

NOMINATION AND REMUNERATION COMMITTEE TERMS OF REFERENCE

The terms of reference of the Nomination and Remuneration Committee of the Company cover the matters as specified in Section 178 of the Companies Act, 2013 which are broadly as under :

1. To identify persons who are qualified to become directors and who may be appointed in senior management and recommend to the Board their appointment and removal.

2. To carry out evaluation of every Director's performance.

3. To formulate the criteria for determining qualifications, positive attributes and independence of a director.

4. To recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

REMUNERATION OF DIRECTORS

The Company has not paid any remuneration to any of its Non­Executive Directors, except the Sitting Fees for attending meetings of the Board/Committee meetings. Managing Director is the only executive director in the company. The compensation of the managing director comprises a fixed component and a performance incentive. The Managing Director is not paid sitting fees for any board / committee meetings attended by him. Details of the remuneration of directors for the year ended 31 March, 2015 are as follows

STAKEHOLDERS RELATIONSHIP COMMITTEE TERMS OF REFERENCE

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee in terms of the provisions of Section 178 of the Companies Act, 2013 to consider and resolve the grievances of security holders of the Company

During the year under review, 2 (Two) Stakeholders Relationship Committee (Formerly Share Transfers & Shareholders Grievance Committee) meetings were held on 28th April 2014 and 28th July 2014, which were attended by all the Members of the Committee. Mr. Govind Prasad Agrawal, Non-Executive Director, has been nominated as the Chairman of the Committee for all its meetings.

The various issues addressed in connection with Shareholders' and Investors' Services & Grievances are :

(a) Share Transfer :

I. Approve and effect Transfer and Transmission of Shares

II. Issue of new Share Certificates in lieu of the lost/ mutilated Share Certificates

III. Consolidation of Folios /Transposition of Names

(b) Shareholders'/Investors' Complaints :

I. Non-receipt of Shares after Transfer /Transmission

II. Non-receipt of Annual Report

III. Other matters including change of address, etc.

The Secretarial Department of the Company and the Registrar and Share Transfer Agents Beetal Financial & Computers Services Pvt. Ltd. attend to all the grievances of the shareholders' and investors' received. The minutes of this Committee are being placed in the subsequent Board Meeting held after the Committee meeting. Continuous efforts are made to insure that grievances are more expeditiously redressed to the complete satisfaction of the shareholders. The Company Secretary is the Compliance Officer of the Company.

COMMITTEE FOR FURTHER ISSUE OF SHARES

The Board of Directors of the Company has constituted a Committee for Further Issue of Shares. At present the Further Issue of Shares committee comprises of Mr. Shyam Sunder Lal Gupta, Mr. Chand Krishna Tikku, Mr. Govind Prasad Agrawal and Mr. Ashok Kumar Gupta. During the year under review, 2 (two) meeting were held on 8th August 2014 and 5th September 2014, which were attended by all the members of the Committee. Mr. Ashok Kumar Gupta Managing Director of the Company elected as the Chairman of the Committee for all its meetings

MANAGEMENT COMMITTEE

The Board of Directors of the Company has constituted a Management Committee and delegated the powers of borrowing, lending and acquisition of the securities of any other body corporate / s and the powers pertaining to the general administration and management of the Company with the objective of business expediency. The Committee presently comprises of Mr. Shyam Sunder Lal Gupta, Mr. Ashok Kumar Gupta and Mr. Govind Prasad Agrawal. Mr. Ashok Kumar Gupta is the Chairman of the committee.

The Company Secretary is Secretary of all the Committee meetings. During the year under report, 4 (Four) meetings of the management Committee of the Company was held, i.e., on 14.05.2014, 17.09.2014, 05.01.2015 and 25.03.2015.

RISK MANAGEMENT COMMITTEE

In compliance with the revised Clause 49 of the Listing Agreement with the Stock Exchanges, the Company has constituted a Risk Management Committee on March 30, 2014 to oversee risk management function performed by the management, define and review the framework for identification, assessment, monitoring, mitigation and reporting of risks.

The Risk Management Committee consists of Mr. Ashok Kumar Gupta (Managing Director), Mr. Govind Prasad Agrawal (Non­Executive Director), and Ms. Shruti Aggarwal (Chief Financial Officer).

The broad terms of reference of committee are as under :

i. To monitor and review the risk management framework of the Company

ii. To oversee risk management process, systems and measures implemented to mitigate the same; and

iii. Any other matter as may be mandated/referred by the Authority /Board.

SUBSIDIARY COMPANIES

During the Financial Year ended March 31, 2015, the Company had Ten subsidiaries namely Almondz Infosystem Private Limited, Almondz Insurance Brokers Private Limited, Almondz Reinsurance Brokers Private Limited (Step-down Subsidiary), Express Infra Financial Consultancy Private Limited, Apricot Infosoft Private Limited, Avonmore Developers Private Limited, Anemone Holdings Private Limited, Glow Apparels Private Limited, Shivsathi Niketan Limited and Latitude 23 Communications Limited. These subsidiary companies are non-material unlisted subsidiaries of the Company.

DISCLOSURE

Disclosure on materially significant related party transactions that may have potential conflict with the interests of the Company at large

All material transactions entered into with related parties as defined under the Act and Clause 49 of the Listing Agreement during the financial year were at arms length and have been approved by the audit committee. The Company has obtained the shareholders approval along with annual limits for the related Party Transactions. The board has approved a policy for related party transactions which has been uploaded on the Company's website at the following link www.avonmorecapital.in  

 During the year under report, there were no materially significant related party transactions made by the Company with its Promoters, Directors or Management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large.

Transactions with related parties as per requirements of Accounting Standard (AS-18) 'Related Party Disclosures' issued by the Institute of Chartered Accountants of India are disclosed in the Accounts in the Annual Report.

Disclosure of Accounting Treatment

There was no deviation in following the treatments prescribed in any of Accounting Standards (AS) in the preparation of the financial statements of your Company. The significant accounting policies which are constantly applied are set out in the Annexure to notes to the Accounts.

Details of non-compliance by the Company, penalties and structures imposed on the Company by stock exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

The Company has complied with all requirements of the Listing Agreements entered into with the Sock Exchanges as well as the regulations and guidelines of SEBI. Consequently, there were no strictures or material penalties imposed, by either SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets during the last three years.

Whistle Blower Policy

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Accordingly, a whistle Blower Policy ("Policy") has been formulated where the employees can voice their genuine concerns about any unethical or unacceptable business practice or any event of misconduct. It provides a mechanism for the employees of the Company to approach the chairman of the Audit Committee. The Company ensures that genuine whistle blowers are accorded complete protection from any kind of unfair treatment. The Policy is posted on the website of the Company www.avonmorecapital.in

COMPLIANCE

The Company has complied with the requirements of the Stock Exchanges, SEBI, RBI and other Statutory Authorities during the immediately preceding three financial years on all matters related to the Capital Market, and no strictures and penalties have been imposed on the Company by the abovesaid Authorities during the last three years.

COMPLIANCE CERTIFICATE OF THE AUDITORS

The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with Stock Exchanges.

COMPLIANCE OFFICER

The Board had designated Mr. Kunal Madaan, Company Secretary as the Compliance Officer

Address : F-33/3, Okhla Industrial Area, Phase-II, New Delhi- 110 020 e-mail: complianceacms@almondz.com Phone : 011-26385056 Fax : 011- 43500787

GENERAL SHAREHOLDERS' INFORMATION

Annual General Meeting Date : 29th September, 2015

Time : 2.30 P. M.

Venue : M. P. C. U. Shah Auditorium, Shree Delhi Gujrati Samaj (Regd.), 2, Raj Niwas Marg, Civil Lines, Delhi-110 054

Financial Year 1st April 2014 to 31st March 2015

Financial Calendar 2015-2016 (Tentative)

First quarter results : July / August 2015

Second quarter results : October / November 2015

Third quarter results : January/February 2016

Fourth quarter results : April /May 2016 if unaudited quarterly results or alternatively last week of June, 2016 in case of audited results for the year.

Book Closure Dates : 23rd September, 2015 to 29th September, 2015 (both Days inclusive)

Listing on Stock Exchanges :

(a) The Delhi Stock Exchange Ltd., DSE House, 3/1 Asaf Ali Road, Delhi- 110 002

(b) Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Listing Fee as applicable has been paid

Stock Code :

Scrip ID at BSE :AVONMORE

Scrip Code at BSE :511589

Demat ISIN No. for NSDL and CDSL for Equity Shares   :INE323B01016

Depositories :

(a) The National Securities Depository Ltd.

4th Floor, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013

(b) Central Depository Services (India) Ltd.

Phiroze Jeejeebhoy Towers 28th Floor, Dalal Street, Mumbai - 400 023

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

Pursuant to the provisions of the SEBI (Depositories & Participants) Regulations, 1996, quarterly audit is being undertaken by a Practising Company Secretary for reconciliation of share capital of the Company.

The audit report inter alia covers and certifies that the total shares held in NSDL, CDSL and those in physical form tally with the issued and paid-up capital of the Company, the Register of Members is duly updated, demat requests are confirmed within stipulated time etc.

Details of changes, if any, in the share capital of the Company during the quarter, are also covered in the report. The Reconciliation of Share Capital Audit Report is submitted with BSE and DSE and is also placed at the meetings of the Board of Directors.

Registrars & Transfer Agents :

M/s Beetal Financial & Computer Services Pvt. Ltd. "Beetal House", 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi-110 062

SHARE TRANSFER SYSTEM

All matters connected with the share transfer both physical and electronic, dividends and other matters are handled by the Registrar & Transfer Agents located at the address mentioned elsewhere in this report. Shares lodged for transfer are normally processed within 15 days from the date of lodgment, if the documents are clear in all respects. All requests for dematerialization of securities are processed and the confirmation is given to the depositories within 15 days. Grievances received from shareholders and other miscellaneous correspondence on change of address, etc., are processed by the Registrar & Transfer Agents. Pursuant to Clause 47(c) of the Listing Agreement with Stock Exchanges, certificates, on half-yearly basis, have been issued by a Company Secretary-in-practice for due compliance of share transfer formalities by the Company. Pursuant to SEBI (Depositories and Participants) Regulations, 1996, certificates have also been received from a Company Secretary-in-practice for timely dematerialization of the shares of the Company and for conducting a secretarial audit on a quarterly basis for reconciliation of the share capital of the Company. The Company, as required under Clause 47(f) of the Listing Agreement, has designated the following e-mail IDs, namely complianceacms@avonmore.in for the purpose of registering complaints, if any, by the shareholders and expeditious redressal of their grievances. Shareholders are, therefore, requested to correspond with the Registrar & Transfer Agents for transfer /transmission of shares, change of address and queries pertaining to their shareholding, at their address given in this report.

Investors Correspondence / Query

For Transfer /Transmission, Dematerialisation of shares, and any other query relating to the shares of the Company :

M/s Beetal Financial & Computer Services Pvt. Ltd. "Beetal House", 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir,  New Delhi -110 062

For any query on Annual Report : Secretarial Department  Avonmore Capital & Management Services Limited F-33/3, Okhla Industrial Area, Phase-2, New Delhi-110 020

COMPLIANCE CERTIFICATE FROM AUDITORS OF THE COMPANY

As required under Clause 49 of the Listing Agreement, the Auditors' Certificate is given as an Appendix to the Statement on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis has been given separately in this Annual Report.

For and on behalf of the Board of Directors

Govind Prasad Agrawal

Director(DIN :00008429)

Ashok Kumar Gupta

Managing Director  (DIN :02590928)

Place : New Delhi

Date : 14th August, 2015