DIRECTORS' REPORT 2014-2015

To,

The Members of

Kashyap Tele - Medicines Limited

(Formerly Known as Jindal Online.com Limited) Mumbai

1.Your Directors have Pleasure in presenting the Twenty First Board Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your Company for the financial year ended, 31st March, 2015.

2. HIGHLIGHTS OF PERFORMANCE:

The total income of the company has been increased to Rs. 12,09,140/- in the financial year 2014-15 from Rs.12,00,000 in FY 2013-14 while the total expenses of the Company has been reduced to Rs. 903055 in FY 2014-15 as compared to Rs. 980983 in previous year 2013-14. The profit of the Company has also increased to Rs. 306085 as compared to the profit of the FY 2013-14.

3. DIVIDEND

In view of the inadequacy of Profit, our Board of Directors has not recommended payment of Dividend for the year ended on 31st March, 2015.

4. AMOUNTS TRANSFERRED TO RESERVES

The company did not transfer any amounts to General Reserve during the year.

5. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT:

As per the Circular No. CIR/CFD/POLICY CELL/7/2014 issued by the SEBI dated 15th September, 2014 the Company is not covered in the criteria for applicability of the Clause 49 of the Listing Agreement. The Management Discussion and Analysis Report and Corporate Governance Report are not applicable to the Company hence not forming part of the Board Report.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid past years, the provisions of Section 125 of the Companies Act, 2013 do not apply.

8. MATERIAL CHANGES:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2015.

9. EXTRACT OF THE ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure -A".

10. BOARD MEETINGS

The Board of Directors of the Company met 5 times on 29th May, 2014, 6th August, 2014, 14th August, 2014, 13th November, 2014 13th February, 2015 during the financial year 2014 - 15. The gap intervening between two meetings of the board was not exceeding one hundred and twenty days.

11. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

In Accordance with the Companies Act, 2013 and the Articles of Association of the Company, one third of the Directors are liable to retire by rotation at the Annual General Meeting of the Company. The Mr. Sanjeev Agrawal Directors of the Company, will retire by rotation and being eligible, offer themselves for re appointment at the ensuing Annual General Meeting:

Mr. Ravindra Joshi (holding DIN 06940377), Mr. Girwarsingh Shekhawat (holding DIN 06940371), Ms. Surabhi Agrawal (holding DIN 06940379) who were appointed as an Additional Director of the Company by the Board of Directors on 6th Day of August, 2014 and further being designated as an Independent Director of the Company in the 20th Annual General Meeting, which was held on 19th day of September, 2014.

Mr. Amit Agrwal is the Managing Director and Key Managerial Personnel of the Company. The Company is in search of other suitable personnel to be appointed as CFO and CS as Key Managerial Personnel. The Company will appoint these KMPS as and when finds suitable candidate for the same.

12. INDEPENDENT DIRECTORS

The following Independent Directors who were appointed in 20th Annual General Meeting for a period of Five (5) years continue to be on the Board till the conclusion of 24th Annual General Meeting of the Company in the calendar year 2017, not liable to retire by rotation.

1. Ms. Surabhi Agrawal

2. Mr. Girwarsingh Shekhawat

3. Mr. Ravindra Joshi

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

13. AUDITORS

(a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s Mehra Anil & Associates, Chartered Accountants, Ahmedabad (FRN: 117692W), Statutory Auditor will retire at the forthcoming Annual General Meeting and are eligible for reappointed as Statutory Auditors of the Company till the conclusion of the next Annual General Meeting for the F. Y. 2015-16, as approved by the members at their 21st Annual General Meeting held on 24th September, 2015.

(b) Secretarial Auditors:

In terms of section 204(1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board of Directors of the Company appointed Ashish C. Doshi, Practising Company Secretary, Ahmedabad (M No: 3544) to conduct Secretarial Audit for the F.Y. 2015-16.

The Secretarial Audit Report of Ashish C. Doshi, Practising Company Secretary for the financial year ended 31st March, 2015, is annexed as "Annexure B".

(c) Internal Auditors:

The Board of Directors has appointed M/s. Jagdish Verma & Company, Chartered Accountants, Ahmedabad (FRN: 103837W) as Internal Auditors of the Company for the F. Y. 2015-16.

As regards the comments made in the Auditor's Report, the Board is of the opinion that they are self-explanatory and does not warrant further clarification.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

All transactions with related parties were in the ordinary course of business and at arm's length. The company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the company.

The details of related party transactions are disclosed in Note No. 11 attached to and forming part of the accounts.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

17. REPORT ON RISK MANAGEMENT POLICY:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

18. FIXED DEPOSITS:

The Company has not accepted any deposits during the financial year and as such, no amount of principal or interest was outstanding as on March 31, 2015.

19. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of the Board as a whole and evaluation of the other Board Members and the Directors expressed their satisfaction with the evaluation process.

20. AUDIT COMMITTEE

The Audit Committee consists of two Independent Directors with Ms. Surabhi Agrawal as Chairman and Mr. Girwarsingh Shekhawat as Members. The third member of the Committee is Mr. Dinesh Jain who is Non Executive Director of the Company. The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board.

21. VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism or 'Whistle Blower Policy', has established for directors, employees and other stakeholders, to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethical policy.

22. NOMINATION AND REMUNERATION COMMITTEE AND POLICY THEREON

The Committee's constitution and terms of reference are in compliance with provisions of Section 178 of the Companies Act, 2013. The Board of Directors of the Company reconstituted and renamed Remuneration Committee as "Nomination and Remuneration Committee". Mr. Girwarsingh Shekhawat, Mr..Ravindra Joshi and Mrs. Surbhi Agrawal are the members of the Committee

The terms of reference of the Committee cover the matters specified for Nomination and Remuneration Committee under the provisions of Companies Act, 2013 and rules made thereunder.

? POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of 70 years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond 70 years.

• Term / Tenure:

1. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for five years or more in the Company as on 1st October, 2014 or such other date as may be determined by the Committee as per regulatory requirement, he / she shall be eligible for appointment for one more term of five years only.

- At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to 7 listed companies as an Independent Director and 3 listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed-company.

• Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

• Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

• Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Remuneration Policy

1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made thereunder.

3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director. Increments will be effective from 1st April unless otherwise decided by the board.

4. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

• Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

1. Fixed pay:

The Whole-time Director / KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director and Whole-time Directors in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

3. Provisions for excess remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

• Remuneration to Non- Executive / Independent Director:

1. Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made there under.

2. Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. One Lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

3. Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

23. INTERNAL CONTROL SYSTEMS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has engaged the services of an Independent Chartered Accountant to carry out the Internal Audit. The Internal Auditor places Internal Audit reports in the meeting of Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and corrective actions thereon are presented before the Board.

24. CORPORATE SOCIAL RESPONSIBILITIES

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 however there is no requirement to constitute Corporate Social Responsibility Committee.

25. RATIO OF REMUNERATION TO EACH DIRECTOR

The company is not require to make disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to Managerial Remuneration as Company is not paying any remuneration to its Directors or other Key Managerial Persons.

26. LISTING OF SHARES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) with scrip code No. 531960 and on Ahmadabad Stock Exchange (ASE) with scrip code No. 28484. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2015-16 have been paid.

27. 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:

The Bombay Stock Exchange Limited wide its letter dated 27/02/2015, trading in securities of the company have been suspended due to various reasons w.e.f. 04/03/2015. No other significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in Future

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same may write to the company in advance.

29. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the company has not received any Complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015.

30. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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 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 on a going concern basis; and

(e) That proper internal financial controls were in place and that the financial controls were 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.

31. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

On behalf of the Board of Directors,

For Kashyap Tele-Medicines Limited

sd/- Managing Director

14/08/2015

Kashyap Tele - Medicines Limited

Regd. Office: 2nd Floor, Pushpawati Building No. 2, Chandanwadi, Girgaon Road, Mumbai - 400002

Tel: 07971001500

Email: information@jindaltextiles.com

CIN: L29110MH1995PLC085738