Artech Power Products Ltd Directors Report.

To,

The Members

Your Directors are pleased to present their Twenty Ninth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2018.

1. Financial Results:

Particulars 2017-18 2016-17
(Amount in INR)
Turnover - 10,066,485
Less: Expenses 1,980,118 11,447,181
Profit before Depreciation /Amortization (PBTDA) (1,980,118) (1,380,696)
Less : Depreciation 230,944 -
Net Profit before Taxation (PBT) (2,211,062) (1,380,696)
Provision for taxation - -
Profit/(Loss) after Taxation(PAT) (2,211,062) (1,380,696)
Provision for proposed Dividend - -
Dividend Tax - -

2. Performance:

During the financial year under review, the Company did not have any turnover due to no business as against the previous years revenues of Rs. 10,066,485. Your Company has registered the net loss of Rs. 2,211,062 as compared to net loss of Rs. 1,380,696 during the previous year.

3. Dividend:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended March 31, 2018.

4. Issue of Shares:

During the year under review, there has been no further issue or reduction or consolidation of the equity share capital of the Company.

5. Risk Management Policy:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

6. Internal Financial Controls with reference to Financial Statements:

The Company has in place adequate internal control with reference to financial statements. The Board has adopted the policy and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, the prevention and detection of errors and fraud, the accuracy and completeness of the accounting records.

7. Directors Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your directors confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) systems to ensure compliance with the provisions of all the laws were in place were adequate and operating effectively

8. Details of establishment of vigil mechanism for director and employees:

The Company had adopted a Whistle Blower Policy ("the Policy") as required under Section 177(9) of the Companies Act, 2013. The Policy has been formulated with a view to provide a mechanism for directors and employees of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee of the Company in case of any concern. The Whistle Blower Policy may be accessed on the Companys website at the link: www.artechpower.com

9. Directors and Key Managerial Personnel:

During the financial year under review, the changes that occurred in the composition of the Board & Key Managerial Person (KMP) are as follows:

a) Mr. Hiten Shah (DIN: 05267139) resigned from the Board w.e.f July 3, 2017.

b) Mr. S. K. Radhakrishnan (DIN: 06477373) resigned from the Board w.e.f. June 16, 2017.

c) Ms. Darshana Lanjewar has been appointed as an Additional Director on the Board w.e.f. May 29, 2017 subject to the approval of shareholder at the ensuing AGM.

d) Ms. Dipti Mehta has been appointed on the Board as Additional Director from August 12, 2017 subject to the approval of shareholder at the ensuing AGM.

e) Ms. Alka Lanjewar has been appointed on the Board as Additional Director from August 12, 2017 subject to the approval of shareholder at the ensuing AGM.

f) Ms. Jheel Shah has been appointed as Company Secretary & Compliance Officer from August 12, 2017

g) Mr. Abhishek Chhag has resigned as the Company Secretary and Compliance Officer w.e.f. close of business hour on August 12, 2017

h) Mr. Abhishek Jain (DIN: 07271912) resigned from the Board w.e.f. December 18, 2017 as the Managing Director of the Company.

i) Mr. Nilesh Mehta (DIN: 00139243) was appointed on the Board w.e.f December 18, 2017 as the Managing Director of the Company subject to approval at the ensuing AGM.

• Post financial year, the changes that occurred in the composition of the Board are as follows:

j) Ms. Dipti Mehta (DIN: 05267139) resigned from the Board as the Director w.e.f August 18, 2018.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from Independent Directors of the Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

Performance Evaluation of the Board, Committees and Director

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Board has carried out an evaluation of its own performance, performance of Individual Directors and the working of its Committees.

The Director made a self-assessment of their effectiveness in terms of attendance, contribution at Meetings and guidance/support extended to the Management outside Board/Committee Meetings. The feedback received from the Directors was discussed and reviewed by the Independent Directors and also shared with Nomination and Remuneration Committee.

Number of Meetings of the Board:

A calendar of meeting is prepared and circulated in advance.

During the year under review, six meeting of the board of Directors were convened. The details of which are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Committee of the Board:

The details of the Board committees are available in the report on corporate governance that forms part of this Annual Report.

10. Contracts or Arrangements with Related Parties:

During the year under review, the Company has not entered into any contract/arrangement /transaction with related parties. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: www.artechpower.com

11. Particulars of Loans given, Investments made, Guarantees given and Securities provided:

There were no loans, guarantees and investments made by the company under Section 186 of the Companies Act, 2013 during the year under review.

12. Particulars of Employees:

During the financial year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure relating to remuneration and other details 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) Rule, 2014 is annexed herewith as “Annexure A” to this report.

13. Statutory Auditor:

M/s Vishves A. Shah & Co. were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 25th Annual general meeting (AGM) until the conclusion of AGM to be held in the year 2018, subject to ratification at every AGM. The retiring auditors have furnished their eligibility certificate u/s 139 of the Companies Act, 2013 and rules famed thereunder to be re-appointed as the auditor of the Company from the conclusion of the 29th Annual General Meeting to hold office till the conclusion of 34th Annual General Meeting to be held in the year 2023. The Auditors Report does not contain any qualification, reservation or adverse remark.

14. Secretarial Auditor:

Mr. Kaushal Doshi, the Practicing Company Secretary was appointed as Secretarial Auditor to undertake Secretarial Audit of the Company for the year 2017-18. His Secretarial Audit Report, in prescribed Form No. MR-3, is annexed herewith as "Annexure B" to this report.

The Secretarial Audit Report does not contain any qualification reservation or adverse remark.

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

The information as required under Section 134(3)(m) of the Companies Act,2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the Company was down with losses and there were no production activities.

16. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure C” to this report.

17. Corporate Governance:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report and is annexed herewith as “Annexure D” to this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance to the report on Corporate Governance.

18. Management Discussion and Analysis Report:

In compliance with the requirements of listing agreement, a detailed Management Discussion & Analysis Report is annexed herewith as “Annexure E” to this report.

19. Clarification on Secretarial Auditors Report:

The Chairman on receipt of Secretarial Auditors Report had tabled the same before the Board. The Board read and discussed the Noting of Secretarial Auditor and clarified the same as below.

a. Directors Retiring by Rotation at the Annual General Meeting

The Company hereby gives clarification on the statutory item in the Notice "Directors Retiring by Rotation". "Due to the resignation of Directors during the year the Companys Board Composition had only Independent Directors and a Managing Director. However, considering the above facts, the Company has not considered any director to retire by rotation at the 29th Annual General Meeting. Further, the company is not in a position to comply with the provision of Section 152 (6) of the Companies Act, 2013."

20. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under V of the Companies Act, 2013.

b. Issue of equity shares with differential right as to dividend, voting or otherwise.

c. Issue of Shares (Including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

d. No significant or material order were passed by the regulators or courts or tribunals which impact the going concern status and the Companys operation in future.

e. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013.

f. The provision of Corporate Social Responsibility are not applicable to the Company.

g. Change of Registered Office:

The Company has received approval from Registrar of Companies & Regional Director for shifting registered office from 53/333E, Top Floor, Arden IVY Court, Opp. Reliance Fresh, off. S. C. Bose Road, Vyttila, P.O., Cochin, Ernakulum, Kerala 682 019 to 101-104, 1st Floor, Tower A, Peninsula Corporate Park, G. K. Road, Lower Parel west, Mumbai-400013, Maharashtra with effect from June 09, 2016.

21. Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For ARTECH POWER & TRADING LIMITED
(Formerly Known as Artech Power Products Limited)
Sd/-
Nilesh Mehta
Place: Mumbai Chairperson & Managing Director
Date: August 18, 2018 DIN: 00139243