Ceenik Exports (India) Ltd Management Discussions.

To avoid repetition in Directors Report and Management Discussion & Analysis, your Directors have presented a composite summary of performance and functions of the Company.

Economy

Indian economy continues to be one of the fasted growing economies in the world inspite of demonetization. According to the World Bank report, Indias economy is expected to grow by 7.2% in the year 2017-2018 and 7.5% in 2018-2019. These expectations are mainly due to increased capacity outlaw on infrastructure by government and improved investment climate. Indian economy is on a strong growth trajectory, which coupled with its commitment to fiscal discipline, its deficit and debt ratios are likely to decline significantly in years to come.

Industry Structure and development

Garment and apparel industry is susceptible to fast changing trends and styles. It is a labour intensive Industry and requires skilled and unskilled labour in large numbers. Further, the industry is pre-dominated by unorganized sector, leading to a cutthroat competition in certain segment of the industry from unorganized sector. The Governments various initiative suchas Make in India will generate employment as also stimulate the economy.

On 8th November, 2016 the government of India announced the demonetization of certain currency notes. The government also placed various restrictions on the convertibility of domestic money and bank deposits. Though the broad motive behind this announcement was to curb the meanance of fake currency notes and abolishing unaccounted money, the impact of this move was felt across all the sectors including garment and apparel business. This adversely affected the sales of garments and apparels bringing it to almost standstill for certain period.

Performance of the Company

For the year under review, revenue from operations was lower compared to previous year. Other income also remained lower. This had an adverse effect of profitability.

Revenue from operations for the financial year under review was Rs.1058.99 lacs as against Rs.1321.50 lacs in the previous year, a reduction of 19.86%. The total income including other income was Rs.1116.31 lacs as against Rs.1544.37 lacs a year ago, a fall of 27.71%. The Company incurred a loss of Rs.299.18 lacs as against Rs.48.52 lacs in the previous year.

MATERIAL CHANGES AND COMMITMENT

There was no material change and commitments affecting the financial position of the Compan between the end of the financial year and the date of this report.

Opportunity and threats

Your Company is strengthening its manufacturing facilities and is able to procure the entire range of Mens wear at low cost with reasonably good quality. The Company has also commenced the business of providing services of processing of garments and fabrics. The growing young population of our country and change in pattern of spending income gives tremendous scope for the development of this industry.

The availability of enough skilled labour and high sticky inflation has caused a cascading effect on the growth rates of wages and manpower costs.

Future Outlook

Your Directors are of the opinion that new governments agenda of development and creating jobsforyoung generation will stimulate the growth. Considering the huge population and change in consumers spending pattern, Indian economy is bound to grow in coming years.

Looking to increasing culture of undertaking higher study in metropolis, the students all overthe world come to Mumbai and join various universities and colleges. This has increased the need of accommodation. To serve the society on the one hand and earn a legitimate profit on the other, your Company has made a modest beginning by setting-up a hostel for students and other needy working and non-working women.

Considering the economic growth envisaged and new activities undertaken, your Company is expected to perform better in coming years barring unforeseen circumstances.

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

Corporate Governance

Provisions of para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

Loans, Guarantees and Investments

The Company has not given any loan or guarantee. The Company has made investments in shares and commercial properties details of which are provided in the financial statements.

Public Deposits

Your Company has not accepted any deposit from the public, its shareholders or employees during the year under review.

Conservation of Energy etc.

Information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the roles made there under, is annexed as Annexure I.

Transactions with related parties

All the transactions with related parties entered into during the financial year 2016-2017 were on arms length basis and also in the ordinary course of business. Details of all related party transactions are placed before the audit committee. The policy on related party transactions as approved by the Board of Directors is placed on the Companys website.

Since all the transactions with the related parties entered into by the Company were in ordinary course of business and were on arms length basis, FormAOC-2 is not applicable.

Directors and key managerial personnel

During the year under review, there was no change in constitution of the Board of Directors of your Company.

To comply with the requirements of the Companies Act,2013 and Articles of Association of the Company, Mrs. Kavita N. Hingorani shall retire by rotation at the forthcoming Annual General Meeting. Being eligible, she has offered herself for re-appointment.

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company. Mr. Narain Hingorani, Managing Director of the Company is Chief Executive Officer, and Mr. Prakash Dhumal is the Chief Finance Officer. The Company is in search of an ideal candidate for the post of the Company Secretary.

Disclosure by Independent Directors:

Ail the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

Audit Committee:

The Committee presently comprises of Mrs. Roopa Teckchandani, Mr. Chandru Bhaktiani; both Independent Directors and Mrs. Kavita Hingorani. All the members of the Committee are having financial and accounting knowledge. The Committee met 4 times during the financial year 2016- 17.

Nomination & Remuneration Committee

The said committee presently comprises of Mr.Chandru Bakhtiani, Roopa Teckchandani. and Mrs. Kavita Hingorani The Committee met twice during the year.

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration Committee is duly approved and adopted by the Board of Directors. The said policy is annexed to the report as Annexure II.

Stakeholder Relationship Committee:

The Stakeholders Relationship Committee consists of two members viz. Mr. Narain Hingorani and Mr. Chandru Bakhtiani to look into redressal of Shareholders and investors grievances with respect to transfer of Shares, dematerialization of shares, non-receipt of declared dividend or Annual report etc. and other matters relating to shareholder relationship. The committee met four times during the year. During the year ended on March 31,2017 the Company did not receive any complaint from any of its members.

Board Meetings:

Six meetings of the Board were held during the year under review. One Meeting of the Independent Directors was held during the year.

Board evaluation

Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole was evaluated, taking into account the views of the management and non-executive directors.

Policy on appointment of directors and remuneration as provided in Section 178(3) of the Companies Act, 2013 has been dealt with in the corporate governance report, which forms part of the Directors Report.

CSR Committee

The Company does not fulfill any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as such is not required to comply with the provisions of Section 135 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Internal Control System

Adequate internal control systems are in place to maintain quality of product, proper accounting as per norms and standards prescribed, asset maintenance and its proper use. The Company has an independent internal auditor, who periodically reviews the accounts and reports to the Audit Committee.

Risk Management

The Company has Risk Management Committee. This committee is responsible for reviewing the risk management plan and its effectiveness. The audit committee also reviews the financial risk and its control. The management also continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. All the assets of the Company are adequately covered by comprehensive insurance.

Employees

Relations between the management and employees remained cordial through-out the year. The Company had a total 17 permanent employees as on 31* March, 2017.

The particulars of employees required under Rule 5{1) of the Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended to this report asAnnexure III and forms part of this report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors Report for the year ended 31* March, 2017 is given in a separate annexure to this report. The said annexure is not being sent alongwith this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members, who are interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the members at the registered office of the Company, 21 days before the 23" annual general meeting and up to the date of the said annual general meeting during normal business hours on working days.

Auditors

According to Directors, there is no adverse remarks made by Statutory Auditors in their report. Notes to the accounts are self explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.

M/s. UdayavarDhanesh Kumar & Associates, Chartered Accountants, present Statutory Auditors of your Company have served your Company for a period of more than two terms of five consecutive years as provided under Section 139 of the Companies Act,2013 and shall retire on conclusion of the forthcoming 23" Annual General Meeting. Upon recommendation of the Audit Committee, the Board of Directors of your Company proposes the appointment of M/s. V.B. Goal & Company, Chartered Accountants (Firm Registration No.115906W), who shall hold the office from conclusion of the 23" Annual General Meeting fora term of five consecutive years i.e. until the conclusion of the 28* Annual General Meeting subject to ratification by the members at each of their Annual General Meeting to be held in the financial year2018,2019,2020,2021 and 2022. Acertificatefrom M/s. V.B. Goel & Company, Chartered Accountants, is received to the effect that they are eligible for appointment and their appointment as statutory auditors, if made, will be within the provisions of Section 141 read with Section 139 of the Companies Act,2013 read with the roles made thereunder.

The Board places on record its appreciation forthe services rendered by M/s. Udayavar Dhanesh Kumar & Associates, Chartered Accountants, during their tenure as Statutory Auditors of your Company.

Members are requested to appoint the Auditors and fix their remuneration.

Secretarial Audit Report

During the year Secretarial audit was carried out by Mr. Upendra Shukla, Practising Company Secretary, for the financial year 2016-2017. The report on Secretarial Audit is appended as Annexure IV to this report. According to Board of Directors, report does not have any adverse remarks.

Details of Significant and Material Orders passed by the Regulators or Courts orTrlbunals

No such order was passed by any of the authorities, which impacts the going concern status and companys operations in future.

REPORTING OF FRAUD

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors

Extract of Annual Return

An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section 92(3) of the Companies Act, 2013 is annexed to this report as Annexure Vand forms part of this report.

Vigil Mechanism

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy adopted by the Board of Directors is hosted on the website of the Company.

Prevention of Sexual Harassment at Workplace

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 your Company has a duly constituted an internal complaint committee. The Committee has formulated policy to ensure protection to its female employees.

Cautionary Statement

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

Acknowledgement:

The Directors wish to place on record their deep sense of appreciation to the Companys Bankers and all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

For and on behalf of the Board
Place: Navi Mumbai (N.N. HINGORANI)
Date: 14/08/2017 CHAIRMAN & MANAGING DIRECTOR