Eduexel Infotainment Ltd Directors Report.

Your Directors are pleased to present the 27th Annual Report and the Audited Financial Statement of the Company for the financial year ended 31st March, 2018:

Financial Review

The Financial results of your Company for the year 2018 along with figures for the prev ious year are as follows:

S. No. Particulars March 31, 2018 March 31, 2017
1. TOTAL REVENUE - -
2. Profit before Depreciation and Tax (3,82,468) (3,18.897.03)
3. Depreciation (12,206) -
4. Profit before Tax (3,94,674) (3,18.897.03)
5. Provision for Taxation: (1) Current Tax .
(2) Deferred Tax - -
6. Profit after Tax (3,94,674) (3,18.897.03)
7. Earnings per Equity Share: (1) Basic (0.05) (0.04)
(2) Diluted (0.05) (0.04)

State of Companys Affairs and Future Outlook

In view of low margin of small budget films, the company was very cautious in its approach ol procuring Rights of Distribution and use of its limited resources. The companvs plan to raise resources for business expansion was kept on hold due to very tight and volatile financial market.

Share Capital

The paid up equity capital of the Company as at 31st March, 2018 was ? 8, 46, 10,000. During the year:

a) The company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (share capital and debentures) Rules, 2014;

b) The Company has not issued any Sweat Equity Shares/ Shares with differential Rights/ Employee Stock Option during the financial year in accordance with the provisions of the Companies (Share Capital and Debentures) Rules, 2014.

Dividend

In view of losses incurred during the year, your Directors do not recommend payment of Dividend. Transfer to Reserve

In the absence of sufficient profits, the Company is unable to transfer any amount to the reserves.

Deposits

During the year under review, your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company.

Particulars of Contracts & Arrangements with Related Parties

No Contracts or Arrangements were made with related parties as referred to in Section 188( I) of the Companies Act, 2013 during the Financial Year.

Particulars of Loans, Guarantees or Investments

Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company neither has, directly or indirectly, given any loan to its Directors nor extended any guarantee or provided any security in connection with any loan taken by them. Further, the Company has neither given any inter-corporate loan / advance nor made any investments in other companies during the financial year 2016-17.

Number of Board Meetings Held

During the year ended March 31, 2018, Four Board Meetings were held. The dates on which the Board meetings were held are 29.05.2017, 14.08.2017, 13.11.2017 and 12.02.2018, the details of which are given in the Corporate Governance Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and Secretarial Standard-1.

Annual Board Evaluation

The Board of Directors have carried out an evaluation of its own performance and of its Committee as well as its individual Directors on the basis of criteria such as Composition of the Board/ Committee Structure, effectiveness, its process, information and functioning, etc.

Particulars of Employees

There were no employees in receipt of remuneration in excess of the limits as stipulated under section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company.

Indian Accounting Standards (IND- AS)

Your Company has adopted Indian Accounting Standards (IND AS) with effect from April 1. 201 pursuant to the Companies (Indian Accounting Standard) Rules, 2015. Accordingly, your Company has prepared financial results as per IND- AS and the formats for financial results shall be as per the formats for revised Balance Sheet and Statement of Profit and Loss as prescribed in Schedule 111 to the Companies Act, 2013.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The Company has no activity relating to consumption of energy, technology absorption and foreign exchange earnings and outgo. Hence, there are no particulars required to be furnished pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

Extract of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions ot the Companies Act. 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure 1 to this Report.

Declaration by Independent Directors

The Independent Directors of the Company have submitted their declarations as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as per subsection (6) of Section 149 of the Act.

Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, it s Management and Operations and provides an overall industry perspective as well as issues being faced by the Industry.

Directors Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have 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 as at March 31, 2017 and ot Profit and Loss Account ol the Company lor that period;

3. that the Directors have 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;

4. that the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2018 on a going concern basis;

5. that 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.

Directors and Key Managerial Personnel

In terms of Section 152 of the Companies Act, 2013, Mr. Rajendra Jain, would retire by rotation at the forthcoming AGM and being eligible for re-appointment offers himself for re-appointment.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Compan ies Act 2013.

There was no other appointment or cessation of Directors or Key Managerial Personnel during the Financial Year.

Statutory Auditors

The Companys Auditor, M/s. P. N. Ganguly & Co., Chartered Accountants (FRN: 302203E) were appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 26th Annual General Meeting till 31s Annual General Meeting of the Members for their approval.

The Board of Directors, based on the recommendation made by the Audit Committee, has recommended ratification of M/s. P. N. Ganguly, Chartered Accountants (FRN: 302203 EL as Statutorv Auditors of the Company on such remuneration as may be determined by the Board in consultation with

the Auditors.

Committees of the Board

The Company has constituted/ re- constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee in accordance with requirements of Companies Act, 2013. The composition and other details of these Committees have been given in the Report on the Corporate Governance forming part of the Annual Report.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis discusses the key issues concerning the business carried on by the Company and the same is enclosed as Annexure 2 to this Report.

Corporate Governance

The Company is committed to good corporate governance in line with the Schedule V of SEB1 (LODR) Regulations, 2015 and Provisions, Rules and Regulations of the Companies Act, 2013. The report on Corporate Governance form part of this Directors Report as Annexure 3.

Vigil Mechanism

The Board of Directors has adopted Whistle Blower Policy pursuant to the provisions of Section 177(10) of the Companies Act, 2013 and regulation 22 of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides a framework and process whereby employees can raise their issue against any kind of harassment, victimization or any kind of unfair practice being adopted against them. All permanent employees of the Company are covered under the Whistle Blower Policy. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

Corporate Social Responsibility

Corporate Social Responsibility is not applicable to your Company pursuant to Section 135 of Companies Act, 2013 and hence the Company has not developed and implemented any initiatives.

Change in Nature of Business, if any

There is no change in the nature of business of the Company.

Significant Material Orders passes by Regulators/ Tribunals/ Court impacting the Going Concern status and Companys Operations in Future *

There are no Significant and Material orders passed by the Regulators or courts or Tribunals which would impact the going concern status and Companys operations in future.

Material Changes and Commitments

There are no Material changes and commitments in the business operations of the Company from the Financial Year Ended 31st March, 2018 to the date of signing of the Directors Report.

Human Resource

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 mandated the formulation of certain Policies for all listed Companies. The Policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

i. Whistle blower Policy (Policy on vigil mechanism)

The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code ot conduct and ethics. There has been no change to the Whistle blower Policy adopted by the Company during fiscal 2017.

ii. Policy for Determining Materiality for Disclosures

This Policy applies to disclosures of material events affecting. This policy is in addition to the Companys corporate policy statement on investor relations, which deals with the dissemination of unpublished, price-sensitive information.

iii. Policy on Document Retention

The Policy deals with the retention and preservation of corporate records of the Company.

Policy on Sexual Harassment

The Company has adopted Policy on Prevention of Sexual Harassment ot Women at W orkplace in accordance with The Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013.

During the Financial Year ended 31SI March, 2018, the Company has not received any Complaints pertaining to Sexual Harassment.

CEO/ CFO Certification

The CEO/ CFO certificate on the financial statements of the Company as required under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, is enclosed as Annexure 4 to this Report.

Risk Management Policy

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has an effective risk management policy which is capable of identifying various types of risks associated with the business, its assessment, handling of risks, monitoring and reporting.

Stock Exchange

The Equity Shares of the Company are listed with Bombay Stock Exchange and Madras Stock Exchange.

Acknowledgement

The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the Shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all

levels.

For and on behalf of the Board of Directors

Place: Chennai

Date: August 13,2018