Ind Agiv Commerce Ltd Management Discussions.

1)Company Overview

The Companys nancial statements have been made out in accordance with the Companies Act 2013, SEBI Guidelines, and generally accepted accounting principles (GAAP) in India on prudent and reasonable basis. These nancial statements present in a true and fair manner the substance of transactions and reasonably present the state of affairs, pro ts and cash ows for the year.

2)Industry Structure and Development overview:

The Indias Economic performance in 2016-17 has moderated as shown in the Economic Survey. The Economic growth is expected to revive in 2017-18 with the expected normalization in the economy as the cash crunch eases. This is indicative of the relative stability of the economy. There has been an improvement in the governments scal management in 2016-17, however margins are affected badly because of USD prices, stiff increase cost of retaining talent and operational cost. The present competitive environment we have continual review of the marketing and project delivery strategies, Your Company shall be explore the advance AV solution keep pace with global standards.

3)Opportunities and Threats:

Your Company being a Technical sales & System integration where the having good knowledge Bank (talent) Creates opportunities in global market. We have this year invested in both way, one is adding new talent and retaining 99% existing talent having collectively appox. One million hours of Experience, to make our customer delighted with higher project delivery standards. The volatility in the GST/ foreign exchange during the nancial year under report represents challenge for the Companys operating margins.

4) Risks and Concern:

As the competition has grown the OEMs / Distributors of Equipments are shifting the roles of System integration, as well the unorganized sector with limited knowledge quoting very low-price services, however company already created the pre-sales technical meets and Managed services offer to counter the risk, as well services turnaround time and structured collaborative engagement.

5) Risk Management

As a best business practice, your Company has established a robust risk management framework comprising of practice es related to developing risk strategy, identi cation, assessment and monitoring of risks to our business objectives. The Companys Risk Management framework focuses on minimizing impact of risks on our business objective and enables us to leverage on the opportunities effectively. Our risks objectives address risks associated with the economy, regulatory environment, business environment, competition, interest rates, operations, etc

6)Human Resource

As mentioned earlier The Company keeps developing its organizational structure consistently over time. Efforts are made to follow excellent Human Resource Practices. Adequate efforts of the staff and management personnel are directed on imparting continuous training to upgrade their skills, we have done our talent valuation this year to help us create good resources bank to meet customers expectations.

7)Segmented information

At March 31, 2018, the Corporation had two reportable and operating segments: Spray paint and Audio Video system integration. The segments are the Company strategic business units. For each of the strategic business units, the The Board of Director reviews internal management reports on a periodical basis. The segments have been identi ed on the basis of business and customer cluster and are aligned with the organizational structure and strategic direction of the organization. Accounting policies relating to each segment are identical to those used for the purposes of the consolidated nancial Statements. Management of other nancial expenses, share-based compensation and income tax expense is centralized and, consequently, these expenses are not allocated to the operating segments.

8)Operations

During the year, both segment has shown growth in top line, however margins and operating cost have made effect on lower pro ts, to overcome with the challenge, Company keep pace with the upgraded Technologies and high level of engagements with OEMs, timely delivery of projects and delighted customer satisfaction. The Company further improved processes and systems to meet this challenge through better utilization of available resources, higher exibility in moving technicians team model with this, enable the Company to meet customers expectations The Company consolidated all related functions into a dedicated projects team to impart focus and cohesion. We have done investment in talent acquisition from Industry and also upgrade the existing talent with CTS certi cation. As result there increase in Top line of the company and company expects that pro ts will be followed in coming years.

9)Energy Conservation and Environment Sensitivity

Though company use only commercial energy, however by providing training to operating teams. Company continued its energy conservation initiatives. The focus was on reducing energy cost, conserving water and improving ef ciency through new technology and optimization in operations.

10)Quality

Besides ensuring quality on the Project Site, the Company works closely with suppliers and helps them upgrade by sharing knowhow. The Company has set up special teams on quality to work with tier I and tier II suppliers. These teams studied all quality related aspects at suppliers and jointly created action plans. Supplier Defect Reduction system is adopted. The technicians skill plays an important role in ensuring quality. Further, training from OEMs that replicate at Project site are being established at Project locations with the Companys support, to strengthen operator skill sets regularly. The Company has begun analyzing data and out-put generated from site to anticipate defects and take preventive measures.

11)Enhancing Value in the Supply Chain

The Company continued its partnership with OEMs in value analysis/value enhancement on projects. Joint efforts were also made in right solution, right product at right price, along with this, the Company worked on custom made products with local suppliers to mitigate risk arising out of foreign exchange exposure and to bring down input cost. The scope of utilization of right size of cables, connectors and other accessories & spares yield improvement, activities was extended beyond the traditional working to extended methodologies of application and developments technics. Through the OEMs Selections risk management system, the Company monitors the new products and technologies from the OEMs and Customers expectations are balanced with quality, delivery performance.

12)Installations Improvements & Handover of the Projects

It is important to understand the stated and unstated needs of the Clients and Project Sites and evolve products and technologies accordingly. Based on this, the Company does a careful selection of technologies and solutions. As we are growing, we have adopted the position of delivery head, which ensure the right process of handover of the projects.

13)Financial Performance

The Company registered the Consolidated revenue of 139.78 Lakhs as against Rs 114.22 Lakhs This growth of 20% is driven the acquisition of RST Technologies Pvt Ltd, however unstable INR against USD, GST, and Investment in new talents & upgradation of Existing knowledge, Higher Depreciation and Interest Cost, the pro t as consolidated after tax during the year was Rs. 10.97 Lakhs as against Rs.16.17 Lakhs in the previous year, however these year those investments in talents will ensure good results further control on cost of projects and continued efforts on cost reduction initiatives will improve the results. However, investment in new Marketing and Sales Plans will be continual efforts.

14)Treasury Operations

The Company has ef ciently managed its funds through careful treasury operations. The guiding principle of the Companys treasury investments is safety and prudence. In view of this, the Company has utilized funds in better manner.

15)Foreign exchange risk management

Company is exposed to the risks associated with uctuations in foreign exchange rates mainly on import of Equipments, goods, Consultancy and Training fees payments. The Company has a well-structured exchange risk management policy. The Company manages its exchange risk by using appropriate hedge instruments depending on market conditions and the view on currency movements.

16)Internal controls and adequacy

The Company has a proper and adequate system of internal Control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and that all transactions are authorized, recorded and reported correctly. The internal control system is designed to ensure that nancial and other records are reliable for preparing nancial information and other data, and for maintaining accountability of assets. The Internal control system is supplemented by an extensive program of internal audits, reviews by management, and documented policies, guidelines and procedures.

17)Information Technology

The Company has robust systems, processes and technologies to manage the size and complexity of its business. The organization ensuring the highest levels of information security. The Company is using data generated in operations to improve the ef ciency of various processes and identify opportunities for improvement. Self-service mobile apps have enabled the Company to improve the connection with internal and external Individuals and the Company has been provided mobile apps that enable them to access real-time data and take quick decisions. Business Intelligence applications were revamped to enable the management to monitor performance indicators and quickly identify improvement areas. During the year, a separate team was created (IT New Initiatives) to focus on identifying and implementing new technologies to help us stay ahead of the current state of Business.

18)Outlook

While the growth of the AV industry in India offers great opportunities, it also poses unique challenges. India is a very diverse country with great differences in the adoption of technology across different regions. And this includes the adoption and use of AV technology.

A report by Infocom (Infocom Internationals 2018 Market De nition and Strategy Study (MDSS)) explores the growth and use of AV technology across India circa 2018. India has the fastest-growing pro-AV market in the Asia-Paci c region and the market is projected to increase at a compound annual growth rate (CAGR) of about 20 percent. This would mean that the market would increase from an estimated US $3.3 billion in 2018 to about US $4.9 billion in 2020.

As the Indian market grows the demand for services is growing faster than products in its pro-AV expenditure. Services are expected to grow at a CAGR of 23 percent from 2014 to 2017, while products are slated to grow at a CAGR of 19 percent over the same period.

Growth Drivers:

1)Investment from Government into Defense, Education, Health, Infrastructure, Security, Sports and Transportation is unprecedented and will continue unabated till fruition of Projects underway. The imperative of connect, command, control concept in all these sectors has led to adoption of best in class product and technology, with rapid upgrading systems and delivery to develop global standards. 2)Further Advertising, Banking, Broadcast, Events, Hospitality, Retail, Telecommunication and worship sectors are fueled by robust economy in India and directives for modernization of all segments. 3)The Indian End-user (consumer) is demanding creature and expects world class services in the area of Banking, retail, hospitality, the trend to provide audio-video communication and signage is mandatory.

4)The cumulative impact all these segments demand for AV system integration makes growth of 20% average for next 5 years.

The Companys goal is to be important and respectable player in AVSI 2020. During the year, it put in place several building blocks towards this objective and beyond. The induction new talents and adoption new processes of delivery and handover of the projects, start of a Distribution channel, strengthening Project design and development capabilities and enhancing customer satisfaction, in preparation for higher standards of AVSI are some of the initiatives for the future. The Company has consistently grown faster than industry in the context of an overall market. The Company would be in a sound position to capitalize on the opportunity.

19)Shareholders and Investor relationship

The Company acknowledges that and encourage full and active participation in discussions and votes, and be prepared to present facts, gures and company forecasts, email feedback, General Body meetings etc. and be prepared to alter our business strategy based on shareholder input. We convey our openness to shareholders and keep relations strong.

Disclaimer

Statements in this management discussions and analysis describing the Companys objectives, projections, estimates and expectations are categorized as forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Companys operations include trends in the industry, competition, and rise in input costs, exchange rate uctuations, and signi cant changes in the political and Economic environment in India, environmental standards, tax laws, litigation and industrial Relation.

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act provides the threshold limit for applicability of the CSR to a Company i.e. (a) net worth of the company to be Rs 500 crore or more; (b) turnover of the company to be Rs 1000 crore or more; (c) net pro t of the company to be Rs 5 crore or more.

The CSR Committee shall be responsible for providing recommendations to the Board with respect to CSR Activities that may be undertaken by the Company in accordance with the CSR Policy as well as the Act and the CSR Rules.

The CSR Committee shall consist of three or more directors, out of which at least One director shall be Independent Director.

No member of the CSR Committee shall be personally liable for any decision or action taken in good faith with respect to the CSR Policy.

As the Company is not come under the ambit of the provision of Section 135, therefore Company is not required to formulate CSR policy & also it is not required to comply with the Provision of Section 135 of the Companies Act, 2013.