COMBINE HOLDING LIMITED

(CIN: L65999DL1983PLC016585)
Registered Office: 23A, Shivaji Marg, Main Nazafgarh Road,
Near Karampura, New Delhi - 110 015
Email ID: combineholdinglimited@gmail.com , Phone No.: 011-43537401
Website: www.combineholding.in

NOTICE

Notice is hereby given that the 34th (Thirty Fourth) Annual General Meeting of the
Shareholders of the Company will be held on Wednesday, September 27, 2017 at 3:00 P.M.
at 10, Daryaganj, New Delhi – 110 002, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company as
at March 31, 2017 and the Report of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Gaurav Jain (DIN 03331025), who retires by
rotation and, being eligible, offers himself for reappointment.

3. To appoint Statutory Auditors to hold the office for a term of five years from the
conclusion of this 34th Meeting until the conclusion of the 39th Annual General
Meeting (AGM) subject to ratification of appointment by members at each AGM and
to fix their remuneration and in this regard, to consider and if thought fit, to pass the
following Resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and all other
applicable provisions, if any, of the Companies Act, 2013 read with the Rules made
thereunder, as amended from time to time, pursuant to the proposals of the audit
committee of the Board and recommendation of the Board, M/s K.N. Gutgutia & Co.,
Chartered Accountants (FRN 304153E), be and is hereby appointed as Statutory
Auditors of the Company to hold office for a period of five consecutive years
commencing from the conclusion of ensuing 34 th Annual General Meeting until the
conclusion of the 39th AGM to be held in 2022 subject to ratification of appointment
by members at each AGM, at such remuneration as may be approved by the Board of
Directors of the Company.”
By Order of the Board
For Combine Holding Limited

Sd/-

Place: New Delhi Shovina Choudhary

Date: August 2, 2017 Company Secretary
Membership No. A42469

1
NOTES:

1. The Register of Directors and Key Managerial Personnel and their Shareholding and
The Register of Contracts or Arrangements in which Directors are interested
respectively maintained under Section 170 and 189 of the Companies Act, 2013, will
be available for inspection by the Members at the AGM.

2. Proxy:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY
NEED NOT BE A MEMBER OF THE COMPANY.

The proxies, in order to be effective, must be duly filled, signed, stamped and
deposited at the Registered Office of the Company not later than 48 hours before
the commencement of the Meeting. A blank proxy form is annexed to the Annual
Report.

A person can act as a proxy on behalf of members not exceeding fifty and holding in
the aggregate not more than ten percent of the share capital of the Company
carrying voting rights. A member holding more than ten percent of the total share
capital of the Company carrying voting rights may appoint a single person as proxy
and such person shall not act as proxy for any other person or shareholder.

During the period beginning 24 hours before the time fixed for the commencement
of the meeting and ending with the conclusion of the meeting, a member would be
entitled to inspect the proxies lodged at any time during the business hours of the
Company, provided that not less than three days of notice in writing is given to the
Company.

Members / proxies should bring the duly filled Attendance Slip enclosed herewith to
attend the meeting.

3. Corporate members intending to send their authorized representatives to attend the

Meeting are requested to send to the Company a certified copy of the Board
Resolution authorizing their representative to attend and vote on their behalf at the
Meeting.

4. Members are requested to bring their attendance slip along with their copy of Annual
Report to the Meeting. Copies of the Annual Report will not be distributed at the
Meeting.

5. In case of joint holders attending the Meeting, only such joint holder whose name
first appears in the order of names will be entitled to vote.

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

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7. Members may also note that 34th Annual Report of the Company will be available on
the Company’s website i.e.; http://combineholding.in/.

8. Notice of Annual General Meeting will be sent to those shareholders, whose name
will appear in the register of the members/ beneficiary owners as at closing hours of
business on August 18, 2017. The Notice of the AGM along with the Annual Report
2016-17 is being sent by electronic mode to those Members whose e-mail addresses
are registered with the Company / Depositories, 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.

9. Book Closure:

The Register of Members and Share Transfer Register of the Company will remain
closed from Friday, 22nd day of September, 2017 to Wednesday, 27th day of
September, 2017 (both days inclusive).

10. The Securities and Exchange Board of India (SEBI) vide its Circular Nos. MRD/DoP/
Cir-05/2009 and MRD/DoP/SE/RTA/Cir-03/2010 dated May 20, 2009 and January 07,
2010 respectively has made Income Tax Permanent Account Number (PAN)
mandatory for all securities market transactions in physical form i.e. for transfer/
transmission/ transposition etc. It shall be mandatory for the transferee(s) to furnish
copy of PAN card to the Company/ RTAs for registration of such transfer of shares.

11. Members, who hold the shares of the Company in physical form, are advised to
contact their Depository Participant (DP) for dematerialization of their holding, to
avail the various advantages offered by the Depository System. The Company’s ISIN
No. is INE654O01017.

12. As per the provisions of Rule 19 of the Companies (Share Capital and Debentures)
Rules, 2014 members still holding shares in physical form can avail of the Nomination
Facility by sending duly filled Form SH-13 (in duplicate) to the Company. In case of
Shares held in Electronic Form, the nomination has to be lodged with your Depository
Participant (DP) directly.

13. In pursuance of the provisions of the Companies Act, 2013 and the Rules made
thereunder, the Company proposes to send documents like notice of general
meeting, annual report, etc. to the shareholders through electronic mode. In case
you have not registered your e-mail address so far, we request you to register your
email ID (or change therein, if any) with your Depository Participant (where the
shares are held in dematerialized form) or the Company (where the shares are held in
physical form).

14. The route map showing directions to reach the venue of the Annual General Meeting
is annexed herewith.

15. The information of the Director[s] seeking re-appointment/appointment at the

ensuing Annual General Meeting is provided at Annexure-A to this Notice as

3
 prescribed under Regulation 36(3) of the SEBI [Listing Obligations and Disclosure
Requirements] Regulations, 2015.

16. Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20
of the Companies (Management and Administration) Rules, 2014 as amended,
Standard-2 of the Secretarial Standards on General Meeting and Regulation 44 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 entered into with The Calcutta Stock Exchange
Limited, the Company is pleased to provide Members facility to exercise their right to
vote at the 34th Annual General Meeting (AGM) by electronic means and the business
may be transacted through e-Voting Services provided by Central Depository Services
(India) Limited (CDSL):

General information for voting electronically is as under:

(i) The remote e-voting period commences on Friday, 22nd September 2017 (9.00
a.m. IST) and ends on Tuesday, 26th September, 2017 (5.00 p.m. IST). During this
period, Shareholders of the Company, holding shares either in physical form or in
dematerialized form as on the Cut-off date i.e. 20th September, 2017 may cast
their vote electronically. The e-voting module shall be disabled by CDSL for
voting thereafter.
(ii) The facility for voting through polling paper shall be available at the venue of
the Meeting and the Members attending the meeting who have not already
cast their vote by remote e-voting shall be able to exercise their right at the
meeting.

(iii) Members who have cast their vote by remote e-voting prior to the meeting may
also attend the meeting but shall not be entitled to cast their vote again.
(iv) Once the vote on a resolution is cast and confirmed by the Member, he shall not
be allowed to change it subsequently.
(v) Mr. Nityanand Singh (Membership No. FCS 2668, CP No. 2388), Practicing
Company Secretary, who is willing to be appointed as Scrutiniser, has been
appointed as the Scrutiniser of the Company to conduct the e-voting process in a
fair and transparent manner.
(vi) The Scrutiniser shall immediately after the conclusion of voting at the General
Meeting, first count the votes cast at the meeting, thereafter unblock the votes
cast through remote e-voting in the presence of atleast two witnesses not in the
employment of the company and make, not later than three days from the
conclusion of the Meeting, a consolidated Scrutiniser’s Report of the total votes
cast in favour or against, if any, to the Chairman or a person authorised by him in
writing who shall countersign the same.
(vii) The results declared along with the Scrutinizer’s Report shall be placed on the
Company’s website www.combineholding.in, Notice Board of the Company at its
Registered Office and on the website of CDSL www.evoting.cdsl.com within three

4
 days from the date of AGM after the results declared by the Chairman on receipt
of the consolidated Scrutinizer’s Report from the Scrutinizer. The results shall
simultaneously be communicated to the Stock Exchange.

(viii)Subject to receipt of requisite number of votes, the Resolutions shall be deemed

to be passed on the date of the Meeting i.e. September 27, 2017.

The instructions for e-voting are as under:

Login to E-Voting Website

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.
(iii) Login with the following details in the appropriate boxes:

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number
registered with the Company.

(iv) Next enter the Image Verification as displayed and Click on Login.

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

(vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
 Members who have not updated their PAN with the Company/
Depository Participant are requested to use the the first two letters of
their name and the 8 digits of the sequence number in the PAN Field.
Sequence number is printed on the Covering Letter enclosed with the
Annual Report.
 In case the sequence number is less than 8 digits enter the applicable
number of 0’s before the number after the first two characters of the
name in CAPITAL letters. Eg. If your name is Ramesh Kumar with
sequence number 1 then enter RA00000001 in the PAN field
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Bank Details recorded in your demat account or in the company records in order to
OR Date of login.
Birth (DOB)  If both the details are not recorded with the depository or company
please enter the member id / folio number in the Dividend Bank details
field as mentioned in instruction (iii).

(vii) After entering these details appropriately, click on “SUBMIT” tab.

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

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

(x) Click on the EVSN for “COMBINE HOLDING LIMITED”.

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

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

(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on
“OK”, else to change your vote, click on “CANCEL” and accordingly modify your
vote.
(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to
modify your vote.

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

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

(xvii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting
available for android based mobiles. The m-Voting app can be downloaded
from Google Play Store. Apple and Windows phone users can download the app
from the App Store and the Windows Phone Store respectively. Please follow
the instructions as prompted by the mobile app while voting on your mobile.

(xviii) Note for Non – Individual Shareholders and Custodians

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

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  A scanned copy of the Registration Form bearing the stamp and sign of the
entity should be emailed to helpdesk.evoting@cdslindia.com.
 After receiving the login details a compliance user should be created using the
admin login and password. The Compliance user would be able to link the
account(s) for which they wish to vote on.
 The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and
on approval of the accounts they would be able to cast their vote.
 A scanned copy of the Board Resolution and Power of Attorney (POA) which
they have issued in favour of the Custodian, if any, should be uploaded in PDF
format in the system for the scrutinizer to verify the same.

(xix) Any person, who acquires shares of the Company and become Member of the
Company after dispatch of the Notice and holding shares as on the cut-off date
i.e. 20th September, 2017 may follow the same instructions as mentioned above
for e-Voting and that a person who is not a Member as on the cut off date
should treat this Notice for information purposes only.

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

Name: Mr. Rakesh Dalvi

Designation: Deputy Manager
Address: 16th Floor, Phiroze Jeejeebhoy Towers,
Dalal Street, Fort, Mumbai – 400001.
Email id: helpdesk.evoting@cdslindia.com
Phone number: 18002005533

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 ROUTE MAP FOR THE VENUE OF THE ANNUAL GENERAL MEETING

By Order of the Board

For Combine Holding Limited

Sd/-

Place: New Delhi Shovina Choudhary

Date: August 2, 2017 Company Secretary
Membership No. A42469

8
 Annexure A

DISCLOSURE RELATING TO DIRECTOR TO BE REAPPOINTED IN THE ENSUING AGM

PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2.

1. Brief Profile of Mr. Gaurav Jain is as under:

Name of Director recommended for Mr. Gaurav Jain

reappointment
Age 39 years
Qualification Commerce Graduate and a Chartered Accountant
Experience 16 years of experience in the areas of Accounting,
Finance and Taxation
Date of Appointment 11/10/2013
Shareholding in the Company, if any None
Disclosure of relationship with other None
Directors inter-se
No. of Board Meeting attended 10
during the year

Name of Listed Companies in which 1. Camac Commercial Company Limited

Directorships held (as on August 2,
2017)
Membership/Chairmanships of
Committees of Board of Listed Name of Committees
Companies (as on August 2, 2017) Company
Camac 1. Nomination & Remuneration
Commercial Committee
Company 2. Stakeholders Relationship
Limited Committee
3. Corporate Social
Responsibility Committee

By Order of the Board

For Combine Holding Limited

Sd/-

Place: New Delhi Shovina Choudhary

Date: August 2, 2017 Company Secretary
Membership No. A42469

9
 COMBINE HOLDING LIMITED
(CIN: L65999DL1983PLC016585)
Registered Office: 23A, Shivaji Marg, Main Nazafgarh Road,
Near Karampura, New Delhi - 110 015
Email ID: combineholdinglimited@gmail.com , Phone No.: 011-43537401
Website: www.combineholding.in

DIRECTORS’ REPORT

TO THE MEMBERS

The Directors take pleasure in presenting this 34th Annual Report together with the Audited
Accounts for the year ended 31st March, 2017.

1. FINANCIAL RESULTS

The Financial Results of the Company for the year ended on 31st March, 2017 are as
under:

(Amount in ₹)
Particulars Financial Year ended
31 March 2017 31st March 2016
st

Total Income 31,10,600 1,80,87,986

Total Expenditure 24,22,548 13,87,256
Profit/(Loss) Before Tax 6,88,052 1,67,00,730
Less:
Current Tax - 57,803
Less- MAT Credit Entitlement - 57,803
Deferred Tax (62,898) -
Profit/(Loss) after Tax 7,50,950 1,67,00,730
Add: Balance brought forward from previous 1,53,76,597 20,16,013
Year
Balance available for appropriation 1,61,27,547 1,87,16,743
Less: Amount transferred to Special Reserve u/s 1,50,190 33,40,146
45-IC of Reserve Bank of India Act, 1934
Balance Surplus Carried forward to Reserve & 1,59,77,357 1,53,76,597
Surplus

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

 Income for the current year decreased by ₹ 1,49,77,386/- as compared to previous

year mainly due to decrease in dividend income of ₹ 1,38,87,500/-;
 Profit before tax for the year is ₹ 6,88,052/- as compared to ₹ 1,67,00,730/- in the
previous year, thus decreased by ₹ 1,60,12,678/-;
 Profit after tax for the year is ₹ 7,50,950/- as compared to ₹ 1,67,00,730/- in the
previous year, thus decreased by ₹ 1,59,49,780/-
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 The Company does not have any significant Business Activity as of now alongside its
non-business key activity being deployment of surplus funds.

3. DIVIDEND

The Board of Directors does not recommend any Dividend for the Financial Year 2016-
17.

4. RESERVES

During the year under review, your Company, as an NBFC, has transferred an amount of
₹ 1,50,190/- out of current year surplus to Special Reserve created u/s 45IC of the RBI
Act, 1934.

5. SHARE CAPITAL

The Paid-up Equity Share Capital as on March 31, 2017 was ₹ 49,00,000. During the year
under review, the Company has not issued any further Share Capital. The Shares of the
Company are listed on The Calcutta Stock Exchange Limited.

6. VOLUNTARY DELISTING

During the year ended March 31, 2017, one of the existing shareholders of the
Company, in its capacity as Acquirer approached the Company for the voluntarily
delisting of its equity shares from The Calcutta Stock Exchange Ltd. (CSE), where the
shares of the Company are listed. Consequently, the Board of Directors of the Company
considered and recommended the proposal for voluntarily delisting to the shareholders.
The said proposal was subsequently approved by the shareholders of the Company
through a special resolution passed by way of postal ballot. Thereafter, the Company
made an application to CSE for obtaining in-principle approval for delisting. CSE has vide
its letter dated April 21, 2017 rejected the Company’s application for in-principle
approval for delisting. The company is currently examining the next course of action and
will keep the shareholders informed of the same in due course.

7. DEPOSITS

The Company has not accepted any public deposits during the Financial Year ended
March 31, 2017 and your Board of Directors of the Company have also passed the
necessary Resolution for non-acceptance of any public deposits during the Financial Year
2017-18.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not given any Loans, Guarantees or
made any Investments covered under the provisions of Section 186 of the Companies
Act, 2013 (the Act).

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 The details of investments in Mutual Funds at the end and at the beginning of the year
have been given in Note No. 9 (Non-Current Investments) of the Notes to the Financial
Statements.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in Directors

During the year under review, Mr. Ashok Sen and Mr. Sanjay Kumar have resigned from
the directorship of the Company effective from June 6, 2016 and Mr. Karam Chand Jain
resigned from the directorship of the Company effective from June 14, 2016. The Board
places on record its gratitude for the services rendered by them during their tenure as
Directors of the Company.

Mr. Abhishek Kakkar and Mr. Mukesh Gupta have been appointed as Directors of the
Company effective from June 13, 2016.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Gaurav Jain shall retire by
rotation at the ensuing 34th Annual General Meeting and being eligible offers himself for
reappointment.

The Board of Directors of the Company recommends the reappointment of Mr. Gaurav
Jain as Director of the Company, liable to retire by rotation.

b) Changes in Key Managerial Personnel

During the year under review, Ms. Mehika Mishra ceased to be Company Secretary with
effect from September 30, 2016. The Board places on record its gratitude for the services
rendered by her during her tenure as Company Secretary.

Further, pursuant to the provisions of Section 203 of the Companies Act, 2013, Ms.
Shovina Choudhary has been appointed as Company Secretary with effect from October
10, 2016.

c) Board Evaluation

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 Nomination and Remuneration Committee (“NRC”) reviewed the performance of the
Individual Directors and Board as a whole on the basis of the criteria specified in the
Board Evaluation Mechanism (Mechanism). The mechanism was approved by the Board
in its meeting held on March 20, 2015. The Board based on the recommendations of NRC
and criteria specified in the Mechanism evaluated performance of Individual Directors on
the Board. The Board also evaluated the performance of various Committees and Board
as a whole taking into account inputs received from individual Directors/ Committee
members and criteria specified in the Mechanism.

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The Independent Directors in their separate meeting evaluated the performance of Non-
Independent Directors and performance of the Board as a whole.

d) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of Independence as prescribed under
the Act.

e) Meetings of the Board of Directors

During the year under review, 10 (Ten) Meetings of the Board of Directors were duly
convened and held on 28.04.2016, 16.05.2016, 13.06.2016, 05.08.2016, 11.08.2016,
24.08.2016, 10.10.2016, 07.11.2017, 31.01.2017 and 10.03.2017. The gap between two
Board Meetings did not exceed 120 days as prescribed under Section 173 of the Act.

4 (Four) Meetings of the Audit Committee were duly convened and held on 16.05.2016,
11.08.2016, 07.11.2016 and 31.01.2017.

5 (Five) Meetings of the Nomination & Remuneration Committee were duly convened
and held on 28.04.2016, 13.06.2016, 24.08.2016, 10.10.2016 and 31.01.2017.

Name of Director No. of Board No. of Audit No. of Nomination

Meetings attended Committee & Remuneration
during the Meetings attended Committee
Financial Year during the Meetings attended
2016-17 Financial Year during the Financial
2016-17 Year 2016-17
Karam Chand Jain - - -
Ashok Sen 2 - -
Gaurav Jain 10 4 5
Rachna Burman 10 4 5
Sanjay Kumar 2 1 1
Abhishek Kakkar 7 3 3
Mukesh Gupta 5 - -

As per the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV
(Code for Independent Directors), the Company is required to hold at least one meeting
in year, without the attendance of Non-Independent Directors and members of the
management. During the year, one Meeting of Independent Directors was held on
March 1, 2017 under the Chairmanship of Mr. Gaurav Jain, Independent Director.

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10. COMMITTEES OF THE BOARD

A) Audit Committee: The Board reconstituted Audit Committee at its Meeting held on
June 13, 2016. The Composition of the Committee is as per the following particulars:

S. No. Name of the Member Category

1. Mr. Gaurav Jain Non-Executive & Independent Director
2. Mr. Abhishek Kakkar Non-Executive & Independent Director
3. Ms. Rachna Burman Non-Executive Director

B) Nomination & Remuneration Committee: The Board reconstituted Nomination &

Remuneration Committee at its Meeting held on June 13, 2016. The Composition of
the Committee is as per the following particulars:

S. No. Name of the Member Category

1. Mr. Gaurav Jain Non-Executive & Independent Director
2. Mr. Abhishek Kakkar Non-Executive & Independent Director
3. Ms. Rachna Burman Non-Executive Director

The Nomination & Remuneration Policy, inter alia, for appointment and remuneration of
the directors, key managerial personnel and other employees is attached herewith as
Annexure I.

11. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company does not have any Subsidiary /Joint Ventures /or Associate Companies.

12. AUDITORS

a) Statutory Auditors

M/s. A.K. Gutgutia & Co., Chartered Accountants, the Statutory Auditors of the Company
holds office until the conclusion of 34th AGM of the Company.

Pursuant to Section 139 of the Act and the rules made thereunder, it is mandatory to
rotate the Statutory Auditors on completion of the maximum term permitted under the
said section and the Rules made thereunder. M/s. A.K. Gutgutia & Co., is serving the
Company as Statutory Auditors for the term specified in the above said section, M/s.
A.K. Gutgutia & Co., shall not be eligible for re-appointment as Statutory Auditors.

The Audit Committee and the Board of Directors of the Company have recommended
the appointment of M/s. K.N. Gutgutia & Co., Chartered Accountants, New Delhi, (FRN
304153E) as the Statutory Auditors of the Company for a period of five consecutive
years from the conclusion of ensuing AGM, subject to the approval of the Shareholder of

14
 the Company and if approved, their appointment shall be subject to ratification by
members at every AGM.

The Company has received a Certificate from them to the effect that their appointment,
if made, would be as per the requirements specified under Section 139 & 141 of the Act
and the Rules framed thereunder for reappointment as Auditors of the Company. As
required under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the auditors have also confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India.

The Notes on Accounts read with the Auditors’ Reports are self-explanatory and
therefore, do not call for any further comments or explanations. The Auditor’s Report
does not contain any qualification, reservation or adverse remark.

Further, the Auditors of the Company have not reported any instances of fraud the
Company during financial year under review.

b) Secretarial Audit

In pursuance to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. Nityanand Singh & Co., Company Secretaries, a firm of
Company Secretaries in Practice to undertake the Secretarial Audit of the Company for
the Financial Year 2016-17. The Secretarial Audit Report is annexed herewith as
Annexure II. The Secretarial Audit Report does not contain any qualification, reservation
or adverse remark.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

As the Company does not have any manufacturing activity, it has no information to be
furnished as regards to the Conservation of Energy or Technology Absorption. Further,
the Company has not carried on during the year under review, any activity relating to
exports and has not used or earned any foreign exchange.

14. BUSINESS RISK MANAGEMENT

Your Company has put in place to identify and assess business risks and opportunities in
the form of a Risk Management Policy. The Policy was last reviewed by the Board at its
meeting held on November 7, 2016. The main objective of this Policy is to ensure
sustainable business growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.

15. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard its assets and
protect them from loss, unauthorized use or disposition. All the transactions are
properly authorized, recorded and reported to the Management. The Company is
following all the applicable Accounting Standards for properly maintaining the books of
accounts and reporting financial statements.
15
16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Act, with regard to Corporate Social Responsibility
(CSR) are at present not applicable on the Company.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance to the provisions of Section 177 of the Act and Rules framed thereunder,
the Company has established Vigil Mechanism for directors and employees to report
their genuine concerns. The Vigil Mechanism is available at the website of the Company
www.combineholding.in and can be accessed at http://secure-file-
server.invidev.com/uploads/file_products/file_downloaded/860_aeb818a8f7b3d7cc0797_
Vigil%20Mechanism.pdf .

18. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company has not entered into any contract or
arrangement with the Related Parties as per Section 188 of the Companies Act, 2013.
Particulars of Related Party Transactions entered into in pursuance to the existing
Accounting Standard -18 as notified in the Companies (Accounting Standards) Rules,
2006 read with Rule 7 of the Companies (Accounts) Rules, 2014 are given under Note 22
to the Financial Statements.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS

There were no orders passed by the Regulators/ Courts/ Tribunals, which would impact
the going concern status of the Company and its future operations.

20. PARTICULARS OF EMPLOYEES

Details pertaining to remuneration as required under Section 197(12) of the Act and the
Rules made thereunder are annexed at Annexure III, forming integral part of this
Report.
During the year under review, no case was reported with the Company under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the
Company passed by the Regulators/ Courts/ Tribunals, which would impact the going
concern status of the Company and its future operations.

16
22. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms
of Section 134(3)(c) of the Act, that:

(a) in the preparation of the Annual Accounts for the Financial Year ended 31st March,
2017, 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 2016-17 and of the profit of the Company for that year;

(c) the Directors has taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(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; and

(f) the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

23. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed
herewith as Annexure IV.

24. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report (MDA) for the year under review as per
Regulation 34 and Schedule V of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 is attached as Annexure V.

17
25. ACKNOWLEDGEMENT

Your Board of Directors takes this opportunity to convey their gratitude and sincere
thanks for the co-operation & assistance received from the shareholders and various
other stakeholders.

The Board acknowledges your confidence and continued support and looks forward for
the same in future as well.

Place: New Delhi For and on behalf of the Board of Directors

Date: August 2, 2017 COMBINE HOLDING LIMITED

Sd/- Sd/-
Abhishek Kakkar Gaurav Jain
Director Director
DIN: 07255214 DIN: 03331025

18
 Annexure -1
Nomination & Remuneration Policy

19
20
21
22
23
24
25
26
 ANNEXURE - II

SECRETARIAL AUDIT REPORT

27
28
29
30
 Annexure – III

A. Details pertaining to remuneration as required under Section 197(12) of the

Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended vide Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

(i) The Percentage increase in remuneration of each Director, Chief Financial Officer,
Company Secretary and Manager during the Financial Year 2016-17, ratio of the
remuneration of each Director to the median remuneration of the employees of the
Company for the F.Y. 2016-17:

S. No. Name of Director/ Remuneration of % Increase in Ratio of

KMP and Designation Director/KMP remuneration in remuneration of
during financial the financial each Director to
year 2016-17 (in year 2016-17 the median
Rs.) remuneration of
employees

1 Mr. Mukesh Gupta*, 4,000/- N.A.* -

Director (By way of Sitting
Fees *)
2 Ms. Seema Malhotra, 12,000/- N.A. # -
Manager

3 Mr. Harekrishna 5,70,660/- 8.2% -

Mishra, Chief Financial
Officer
4 Ms. Mehika Mishra, 1,64,655/- N.A. $ -
Company Secretary
(Upto 30-09-2016)
5 Ms. Shovina 1,42,839/- N.A. $$ -
Choudhary,
Company Secretary
(From 10-10-2016)

31
* Not Applicable as except Mr. Mukesh Gupta. All other Directors have waived their
entitlement to sitting fee. There was no increase in the sitting fee being paid to the Director
of the Company.

# There was no increase in the manager remuneration, hence the same is not applicable

$ Ms. Mehika Mishra was appointed in the year 2015-16 and ceased to be Company
Secretary with effect from September 30, 2016. There was no increase in the remuneration
hence the same is not applicable.

$$ As Ms. Shovina Choudhary has been appointed as Company Secretary with effect from
October 10, 2016, hence the same is not applicable.

The Directors' of the Company are only entitled to sitting fees for attending Board/
Committee Meetings and the same does not form part of the remuneration specified under
Section 197(1) of the Companies Act, 2013, hence the same is not applicable.

(ii) The median remuneration of employees of the Company during the current financial
year:
There were total 3 employees, on the rolls of the Company during the F.Y. 2016-17, out of
which 1 was appointed during the year and 1 ceased to be employee during the the F.Y.
2016-17, hence it is not applicable .

(iii) Since Median Remuneration during the current financial year not calculated due to
reason given in above (ii), hence to provide % increase is not possible.

(iv) There were 3 permanent employees on the rolls of the Company during F.Y. 2016-17,
however, total numbers of permanent employees were 2 as on March 31, 2017.

(v) Average percentage increase made in the salaries of employees other than the
managerial remuneration in the last financial year i.e. 2016-17:
Not Applicable as all the employees of the Company in 2015-16 and 2016-17 are KMPs.

(vi) The remuneration paid by the Company during the Financial Year 2016-17 was as per the
remuneration policy of the Company.

32
 B. Details pertaining to remuneration as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended vide Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

S. No. Employee Designation Date of Education Experie Remuneration Previous

Name & commencem al nce received in employment
& Age Nature of ent of Qualificati (No. of Financial
Employment employment on years) ended March
31, 2017 (in
Rs.)
1. Mr. Hare 20-03-2015 B.Com, 7 5,70,660/- Sahu Jain
krishna CFO C.A.(Inter) Services Ltd
Mishra (Permanent)
(35 Yrs.)
2. Ms. Mehika 04-11-2015 Company 2 1,64,655/- -
Mishra Company Secretary
(27 Yrs.) Secretary
(Permanent)
3. Ms. Shovina 10-10-2016 Company 1 1,42,839/- M/s Anjali
Choudhary Company Secretary Yadav &
(26 Yrs.) Secretary Associates.
(Permanent)

None of the above named employee holds the equity shares of the Company and no
employee is a relative of director or manager of the Company.

Place: New Delhi For and on behalf of the Board of Directors

Date: August 2, 2017 COMBINE HOLDING LIMITED

Sd/- Sd/-

Abhishek Kakkar Gaurav Jain

Director Director
DIN: 07255214 DIN: 03331025

33
 Annexure – IV

FORM NO. MGT – 9

EXTRACT OF ANNUAL RETURN
as on the financial year ended 31/03/2017
[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:

CIN L65999DL1983PLC016585
Registration Date 21/09/1983
Name of the Company COMBINE HOLDING LIMITED
Category/ Sub-Category of the Company Limited by Shares (NBFC)
Company
Address of the Registered Office 23A, Shivaji Marg, Main Nazafgarh Road, Near
and contact details Karampura – 110 015, Telephone No. : 011-43537401
Whether Listed Company (Yes/No) Yes
Name, Address and Contact details M/s. Skyline Financial Services Private Limited,
of Registrar and Transfer Agent, if D-153A, 1st Floor, Okhla Industrial Area, Phase-I,
any New Delhi – 110 020, Telephone No. : 011 26812682
Fax :+91-11-26812682
Email : admin@skylinerta.com

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:

Sl. No. Name and Description of main NIC Code of the % to total turnover of
products / services Product/ service the company
Nil N.A. N.A.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. No Name and CIN/GLN Holding/ % of Shares Applicable

Address of the Subsidiary/Associ held Section
Company ate
N.A. N.A. N.A. N.A. N.A.

34
 IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held at the end of the %
Shareholders beginning of the year year Change
Demat Phy- Total % of Dema Phy- Total % of during
sical Total t sical Total the year
Shares Shares
A. Promoters
(1) Indian
a) Individual/ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
HUF
b) Central 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Govt
c) State 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Govt(s)
d) Bodies 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Corp.
e) Banks / FI 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
f) Any other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sub Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(A)(1) :-
(2) Foreign 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
a)NRIs- 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Individuals
b) Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Individuals
c) Bodies 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Corp.
d) Banks/FI 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
e) Any Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sub Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(A)(2) :-
Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
shareholding
of Promoter
(A)=(A)(1)+
(A)(2)
B. Public
Shareholding
1. Institutions
a) Mutual 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Funds
b) Banks / FI 0.00 0.00 0.00 0.00 0.00 0.00[ 0.00 0.00 0.00
c) Central 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Govt
d) State 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
35
Govt(s)
e) Venture 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Capital Funds
f) Insurance 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Companies
g) FIIs 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
h) Foreign 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Venture
Capital Funds
i) Others 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(specify)
Sub-total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(B)(1):-
2. Non-
Institutions
a) Bodies
Corp.
50 392650 392700 80.14 58 392650 392708 80.14 0.00
i) Indian
ii) Overseas 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
b)Individuals
i) Individual 0.00 1,300 1300 0.27 1112 150 1262 0.25 -0.02
shareholders
holding
nominal
share capital
upto Rs. 1
lakh
ii) Individual 0.00 96000 96000 19.59 96000 0.00 96000 19.59 0.00
shareholders
holding
nominal
share capital
in excess of
Rs 1 lakh
c) Others 0.00 0.00 0.00 0.00 30 0.00 30 0.006 0.00
(specify)
Sub-total 50 489950 490000 100 97200 392800 490000 100 0.00
(B)(2):-
Total Public 50 489950 490000 100 97200 392800 490000 100 0.00
Shareholding
(B)=(B)(1)+
(B)(2)
C. Shares held 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
by Custodian
for GDRs &
ADRs
Grand Total 50 489950 490000 100 97200 392800 490000 100 0.00
(A+B+C)

36
 (ii)Shareholding of Promoters – N.A.

Sl Share- Shareholding at the beginning of Shareholding at the end of the year

No. holder’s the year
Name

No. of % of total %of Shares No. of % of total %of Shares % change

Shares Shares of Pledged / Shares Shares of Pledged / in
the encumbered the encumbered to shareholdi
company to total company total shares ng during
shares the year

----------------------------------------------------------------N.A.---------------------------------------------------------

(iii) Change in Promoters’ Shareholding – N.A.

Sl. Shareholding at the beginning of Cumulative Shareholding

No. the year during the year

No. of % of total shares of No. of % of total

shares the company shares shares of the
company
At the beginning of the --- --- --- ---
year
Date wise Increase / --- --- --- ---
Decrease in Promoters
Shareholding during the
year specifying the
reasons for increase /
decrease (e.g. allotment
/ transfer / bonus/ sweat
equity etc):
At the End of the year --- --- --- ---

37
 (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters
and Holders of GDRs and ADRs):

Sl. No. Shareholding at the Cumulative Shareholding

beginning of the year during the year

For Each of the Top 10 No. of % of total No. of shares % of total

Shareholders shares shares of the shares of the
company company
At the beginning of the
year
1. Ashoka Viniyoga Ltd. 169000 34.49 169000 34.49
2. Camac Commercial Co. 131150 26.76 131150 26.76
Ltd.
3. Punjab Mercantile & 92000 18.77 92000 18.77
Traders Ltd.
4. Samir Jain 48000 9.79 48000 9.79
5. Meera Jain 48000 9.79 48000 9.79
6. Artee Viniyoga Ltd. 500 0.10 500 0.10
7. Monisha Saraf 200 0.04 200 0.04

8. Rajesh Kunnath 150 0.03 150 0.03

9. Sanjeev Gupta 150 0.03 150 0.03
10. Gopal Mohan -- -- 150 0.03
Date wise Increase /
Decrease in Shareholding 150 equity shares purchased by Mr. Gopal Mohan on
during the year June 21, 2016.
specifying the reasons for
increase /
decrease (e.g. allotment /
transfer / bonus / sweat
equity etc.)

At the End of the year

(or on the date of
Separation, if separated
during the year)
1. Ashoka Viniyoga Ltd. 169000 34.49 169000 34.49

2. Camac Commercial Co. 131150 26.76 131150 26.76

Ltd.

38
3. Punjab Mercantile & 92000 18.77 92000 18.77
Traders Ltd.
4. Samir Jain 48000 9.79 48000 9.79

5. Meera Jain 48000 9.79 48000 9.79

6. Artee Viniyoga Ltd. 500 0.10 500 0.10

7. Monisha Saraf 200 0.04 200 0.04

8. Rajesh Kunnath 150 0.03 150 0.03

9. Sanjeev Gupta 150 0.03 150 0.03

10. Gopal Mohan 150 0.03 150 0.03

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. Shareholding at the Cumulative Shareholding

No. beginning of the year during the year
For Each of the No. of shares % of total No. of % of total shares
Directors and shares of the shares of the company
KMP company
At the beginning
of the year
1. Ashok Sen * 50 0.01 50 0.01
Date wise --- --- --- ---
Increase /
Decrease in
Shareholding
during the year
specifying the
reasons for
increase
/ decrease
(e.g. allotment /
transfer / bonus/
sweat
equity etc)
At the End of the --- --- --- ---
year

* Mr. Ashok Sen ceased to be director of the Company with effect from June 6, 2016.

39
V. INDEBTEDNESS-
Indebtedness of the Company including interest outstanding/accrued but not due for
payment:
Secured Unsecured Deposits Total
Loans Loans Indebted-
excluding ness
Indebtedness at the deposits
beginning of the financial
year
i) Principal Amount --- --- --- ---
ii) Interest due but not paid --- --- --- ---
iii) Interest accrued but not due --- --- --- ---
Total (i+ii+iii) --- --- --- ---
Change in Indebtedness during --- --- --- ---
the financial year --- --- --- ---

· Addition --- --- --- ---

· Reduction --- --- --- ---
Net Change --- --- --- ---
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) --- --- --- ---

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

(Amount in ₹)
Sl.no. Particulars of Remuneration Name of MD/WTD/ Total
Manager (Ms. Seema Amount
Malhotra)
1. Gross salary
(a) Salary as per provisions --- ---
contained in section 17(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 --- ---
40
 3. Sweat Equity --- ---
4. Commission ---
- as % of profit --- ---
- others, specify… --- ---
5. Others, Contractual Lump sum Rs. 12,000/- Rs. 12,000/-
Amount
Total (A) Rs. 12,000/- Rs. 12,000/-
Ceiling as per the Act 33,829/- 33,829/-

B. Remuneration to other directors:

(Amount in ₹)
Sl. Particulars of Remuneration Name of Directors Total
no. Amount
Mukesh Gupta Karam Chand
Jain ^
1. Independent Directors
· Fee for attending board/
committee meetings - - -

· Commission - - -

· Others, please specify

(Conveyance Reimbursement - - -
for attending Meeting)
Total (1) - - -
2. Other Non-Executive
Directors

·Fee for attending board/ 4,000/- --- 4,000/-

committee meetings
·Commission ---
·Others, please specify
Conveyance Reimbursement 10,000/- --- 10,000/-
for attending Meeting)
Total (2) 14,000/- --- 14,000/-
Total (B)=(1+2) 14,000/- --- 14,000/-
Total Managerial 14,000/- --- 14,000/-
Remuneration
Overall Ceiling as per the Act Maximum ₹ 1 Maximum ₹ 1
Lakh per Board Lakh per Board
Meeting Meeting

All other Directors have waived their entitlement to sitting fee.

^ Mr. Karam Chand Jain ceased to be Director w.e.f. June 14, 2016.
41
 C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN
MD/MANAGER/WTD
(Amount in ₹)
Sl. Particulars of Key Managerial Personnel
no. Remuneration
Company Company CFO Total
Secretary Secretary (Harekrishna
(Mehika (Shovina Mishra)
Mishra Up to Choudhary
30.09.2016) from
10.10.2016)
1. Gross salary
(a) Salary as per 1,64,655/- 1,42,839/- 5,70,660/- 8,78,154/-
provisions contained in
Section 17(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 - - - -
Total 1,64,655/- 1,42,839/- 5,70,660/- 8,78,154/-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Not Applicable

Type Section of Brief Details of Authority Appeal

the Description Penalty / [RD / made,
Companies Punishment/ NCLT / if any
Act Compounding COURT] (give
fees imposed Details)

A. COMPANY
Penalty --- --- --- --- ---
42
 Punishment --- --- --- --- ---
Compounding --- --- --- --- ---
B. DIRECTORS
Penalty --- --- --- --- ---
Punishment --- --- --- --- ---
Compounding --- --- --- --- ---
C. OTHER OFFICERS IN DEFAULT
Penalty --- --- --- --- ---
Punishment --- --- --- --- ---
Compounding --- --- --- --- ---

Place: New Delhi For and on behalf of the Board of Directors

Date: August 2, 2017 COMBINE HOLDING LIMITED

Sd/- Sd/-

Abhishek Kakkar Gaurav Jain

Director Director
DIN: 07255214 DIN: 03331025

43
 Annexure V

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(Within the limits set by the Company’s competitive position)

Economy Overview

India has emerged as the fastest growing major economy in the world as per the Central
Statistics Organization (CSO) and International Monetary Fund (IMF). According to the
Economic Survey 2016-17, the Indian economy will continue to grow more than 7 per
cent in 2017-18. The improvement in India’s economic fundamentals has accelerated in
the year 2015 with the combined impact of strong government reforms, RBI's inflation
focus supported by benign global commodity prices. According to IMF World Economic
Outlook Update, the economy is expected to grow at 7-7.75 per cent during FY 2017-18,
despite the uncertainties in the global market. The Economic Survey 2015-16 had
forecasted that the Indian economy will grow by more than seven per cent for the third
successive year 2016-17 and can start growing at eight per cent or more in next two
years.

Industry Overview, Opportunities and Threats

Your Company is registered as a Non-Banking Finance Company with the Reserve Bank of
India. The Company has also complied with the applicable provisions of “Non-
Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding)
companies Prudential Norms (Reserve Bank) Directions, 2015” and other applicable
guidelines/circulars/directions of RBI.
However it is not carrying any business activities and it has been generating its income
only from the investment of its surplus funds in low risk Debt based mutual funds and
other safe avenues from time to time. Keeping in view the business activity currently
undertaken it is not feasible to provide industry overview by the Company.
Your Company is exposed to normal investment risk, since it has been investing its
surplus funds in low risk Debt based mutual funds and in other safe investments.

Financial Performance

During the year under review, your Company has not carried on any business activity. It
has only invested its surplus funds in low risk Debt based mutual funds and other safe
avenues from time to time.

Major source of income earned in Financial Year 2016-17 is from Dividend, Interest and
Profit on sale of Investments of the company

During the Financial Year 2016-17, the Company’s Total Income/ Revenue was ₹ 31.10
Lakhs as compared to ₹ 180.87 Lakhs in the previous year and the Total Expenditure was
24.22 Lakhs as compared to ₹ 13.87 Lakhs in the previous year.

44
The Company has earned a profit before tax for the Financial Year ended 2016-17 is Rs.
6.88 Lakhs as compared to Rs. 167.00 Lakhs in 2015-16; and Profit after tax for the
Financial Year ended 2016-17 is Rs. 7.50 Lakhs as compared to Rs. 167.00 Lakhs in 2015-
16.

During current financial year, Total Income and Profit before Tax of the company has
been substantially decreased in compare to previous financial year due to lower receipt
of Dividend Income and profit/Gains on sale of Investments of the company.

Risk and Concerns

Your Company is exposed to normal investment risk. Your Company follows prudent
investment risk assessment & management practices to combat these challenges.

In view of the increased volatility in the Stock Market, your Company has continued to
make most of its investments in various low risk debt based mutual funds and use
foresight and focused analysis of the market.

Internal Control

The Company has proper and adequate system of Internal Control commensurate with
its nature and size of the operations which ensure:

• Accuracy and timeliness of financial reporting;

• Compliance of legal and statutory laws and regulations;
• More effective and efficient use of the resources of the Company; and
• Protection and enhancement of assets of the Company.

The Internal Control system and procedures are periodically reviewed to ensure orderly
and efficient conduct of business. In addition to this, internal audits/ internal review are
conducted regularly either through external or internal resources to monitor the
effectiveness of Internal Control in the Organization. The Internal Audit reports are
regularly monitored by the Audit Committee of the Board of the Company and corrective
actions are taken as and when necessary.

Human Resource Development

The Company recognizes its employees as its most valuable assets. The emphasis is laid
upon to build strong corporate culture through core values such as integrity, innovation
and team work. In order to enhance the productivity of the employees and motivating
them to work with vigor and focus, team-driven organization and work environment has
been created where all employees work together. Training needs of the employees are
also identified and suitable training is provided, wherever required.

45
Cautionary Statement

Certain statements made in this Report, describing the Company’s expectations, or

predictions etc. are the forward looking views of the Management and are subject to
certain risks and uncertainties like regulatory changes, local, political or economic
developments, technological risks and many other factors, because of which the actual
results could differ materially from such expectations or projections.

Place: New Delhi For and on behalf of the Board of Directors

Date: August 2, 2017 COMBINE HOLDING LIMITED

Sd/- Sd/-

Abhishek Kakkar Gaurav Jain

Director Director
DIN: 07255214 DIN: 03331025

46
 COMBINE HOLDING LIMITED
(CIN: L65999DL1983PLC016585)
Registered Office: 23A, Shivaji Marg, Main Nazafgarh Road,
Near Karampura, New Delhi - 110 015
Email ID: combineholdinglimited@gmail.com , Phone No.: 011-43537401
Website: www.combineholding.in

ATTENDANCE SLIP
(34th Annual General Meeting – 27th September, 2017)

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

Folio No./DP Id/ Client

Id
Name of Shareholder
Address of Shareholder
Name of Proxy holder
No. of shares

1. I hereby record my presence at the 34th Annual General Meeting of the Company held on
September 27, 2017 (Wednesday) at 03.00 P.M. at 10, Daryaganj, New Delhi – 110 002.

2. Signature of the Shareholder/Proxy Present.

3. Shareholder/Proxy holder wishing to attend the meeting must bring the Attendance Slip to the
meeting and handover at the entrance duly signed.
4. Shareholder/Proxy holder desiring to attend the meeting may bring his/her copy of Annual
Report for reference at the meeting.
5. Please read the instructions carefully before exercising your vote.
 COMBINE HOLDING LIMITED
(CIN: L65999DL1983PLC016585)
Registered Office: 23A, Shivaji Marg, Main Nazafgarh Road,
Near Karampura, New Delhi - 110 015
Email ID: combineholdinglimited@gmail.com , Phone No.: 011-43537401
Website: www.combineholding.in
th th
(34 Annual General Meeting- 27 September, 2017)

PROXY FORM
Pursuant to section 105(6) of Companies Act, 2013 and Rule 19(3) of the Companies Act, (Management & 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) of …………….. shares of Combine Holding Limited, hereby appoint
1. Name: ……………………………………………….....
Address: ……………………………………………….
E-mail Id: ………………………………………………
Signature:……………., or failing him
2. Name: ……………………………………………….....
Address: ………………………………………………..
E-mail Id: ………………………………………………
Signature:……………., or failing him
3. Name: ……………………………………………….....
Address: ………………………………………………..
E-mail Id: ………………………………………………
Signature:…………….
As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 34th Annual General Meeting of the Company, to be
held on 27th day of September, 2017 at 03.00 p.m. at 10, Daryaganj, New Delhi – 110 002 and at any adjournment thereof in respect of
such resolutions as are indicated below:

Resolution Description of Resolution

No.
Ordinary For Against
Business:
1. To receive, consider and adopt the Audited Financial Statements of the Company as at March 31, 2017
and the Report of the Board of Directors and the Auditors thereon.
2. To appoint a Director in place of Mr. Gaurav Jain (DIN 03331025), who retires by rotation and, being
eligible, offers himself for reappointment.
3. Appointment of M/s K.N. Gutgutia & Co., Chartered Accountants as Statutory Auditors of the Company
for a term of five consecutive years and to fix their remuneration.

Signed this…… day of……… 2017

Signature of shareholder (s) ______________Signature of Proxy holder(s) _________________

Affix revenue
stamp of
appropriate value

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