Nandani Creation Ltd Directors Report.

To,

The Members,

Nandani Creation Limited

Your Directors have pleasure in presenting their 5th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the year ended 31st March, 2017 and Auditors Report thereon.

1) FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial highlights for the year ended on 31st March, 2017 are summarized below:

Particulars

STANDALONE

CONSOLIDATED

31.03.2017 31.03.2016 31.03.2017 31.03.2016
Net Sales/lncome from Business operations 18,85,09,725 14,18,63,715 19,02,74,899
Other Income 8,63,089 44,107 8,04,752 -
Total Revenue 18,93,72,814 14,19,07,822 19,10,79.651 -
Less: Total Expenses 18,08,40,592 13,54,08,410 18,20,95,148 -
Profit before Exceptional 8t extra-ordinary items 8t Tax 85,32,222 64,99,412 89,84,503
Less: Exceptional Item 4,60,000 - 4,99,636 -
Profit/(Loss) before Tax 80,72,222 64,99,412 84,84,867
Less: Current tax expense for current year 28,07,466 19,73,682 29,32,325
Less: Deferred tax 47,533 41,852 (49,135) -
Net Profit/ (Loss) after Tax for the year 53,12,289 44,83,878 56,01,648
Earnings per share(Basic) 2.76 49.82 2.91 "
Earnings per share(Diluted) 2.76 49.82 2.91
Restated Earnings per Share (Basic) 2.76 8.30
Restated Earnings per Share (Diluted)) 2.76 8.30

2) FINANCIAL PERFORMANCE:

During the year under review the Company has achieved a significant improvement. The Company has achieved many new landmarks in the F.Y. 2016-17 and the performance of the Company is noteworthy. The Standalone Net profit of the company after Taxation has increased to Rs. 53,12,289/- as compared to Rs. 44,83,878/- in the previous year. While the Standalone turnover of the company has increased to Rs. 18,85,09,725/- as compared to Rs. 14,18,63,715/- in the previous year.

The Company has acquired a Wholly-Owned Subsidiary Company on 31.05.2017. The Consolidated Net profit of the company after Taxation is Rs. 56,01,677/- and the Consolidated turnover of the company is Rs. 19,02,74,899/-.

Management of the company striving hard by making more sincere efforts for the better growth and prospects of the company in the future and to yield better returns for the members of the company.

3) BUSINESS OPERATIONS

Indias Textile Market is one of the oldest industries in Indian Economy dating back several centuries. In present environment the Companies are operating in a marketplace where the survival of the fittest is the law. Under such market conditions, the Company recorded an exemplary financial performance. The major factors contributing for such performance and growth across all the geographies and industry verticals was the Companys customer-centric approach and its ability to innovate customer specific products, focus on pricing, disciplined execution of complex projects and the rigor in strong internal processes. This coupled with favorable foreign exchange rate provided better profit margin.

The Business operations of the Company during the year were satisfactory; the Company has achieved remarkable growth in the F.Y. 2016-17.

4) CONSOLIDATED FINANCIAL STATEMENTS:

The Financial Statements of the Company for the Financial Year 2016-17 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI)(Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Consolidated Financial Statements have been prepared on the basis of the audited financial statements of the Company as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 ("Act"), the Financial Statements of the Company, including the Consolidated Financial Statements of the Company along with all relevant documents and Auditors report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link www.nandanicreation.com .

5) TRANSFER TO RESERVE:

An amount of Rs. 50,00,000/- from the net profit for the financial year under review is proposed to carried to General Reserve.

6) DEPOSITS:

Your Company has not accepted any public deposits within the meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.

7) DIVIDEND:

With a view to finance expansion from internal accrual for the growth of the Company, the directors of the Company do not recommend any dividend for the year ended March 31, 2017.

8) SHARE CAPITAL AND CHANGES:

During the F.Y. 2016-17, Changes in the capital structure of Company are as follows:

• AUTHORIZED SHARE CAPITAL: The Authorized Share Capital of the Company has been increased from Rs. 10.00 Lacs to Rs. 3.00 Cr. by passing an ordinary resolution in the Extra -Ordinary General meeting of the members of the Company held on Saturday, the 7th Day of May, 2016 and from Rs. 3.00 Cr. To Rs. 3.25 Cr. by passing an ordinary resolution in the Extra -Ordinary General meeting of the members of the Company held on Saturday, the 13th Day of August, 2016 respectively.

• BONUS SHARES: During the year the Company has increased its Issued and paid-up Equity Share Capital by Issuing 4,50,000 Bonus shares of Rs. 10.00/- each to the existing shareholders by way of capitalization of its reserve in the proportion of 5:1 by passing a Special resolution in the Extra- Ordinary General Meeting of the members of the Company on Tuesday, the 10th Day of May, 2016.

• CONSIDERATION OTHER THAN CASH: During the year the Company has converted their unsecured Loan into Equity Shares and the same is allotted for consideration other than cash and issued 3,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 10/- each by passing a Special Resolution in the Extra-Ordinary General Meeting of the Members of the Company held on Thursday, the 12th day of May, 2016 and issued 5,75,000 Equity Shares of Rs. 10/- each at a premium of Rs. 10/- each by passing a special resolution in the Extra-Ordinary General Meeting of the members of the Company held on Friday, the 29th Day of July, 2016.

• PAID UP SHARE CAPITAL: The Paid-up share capital of the Company increase from Rs. 9,00,000/- to Rs. 2,94,95,800/- by issue of Equity Shares during the F.Y. 2016-17.

• INITIAL PUBLIC OFFER (IPO) AND LISTING OF SHARES: During the Year the Company came out with an Initial Public Offering of 14,44,000 Equity Shares with face value of Rs. 10/- each fully-paid up at an issue price of Rs. 28/- (including share premium of Rs. 18/- per Equity Share) aggregating to Rs. 404.32 Lacs. The said public issue was authorized by the Members, in their Extra-Ordinary General Meeting of the Company held on Wednesday, the 3rd day of August, 2016.

The Public Issue opened for subscription on 28"1 September, 2016 and closed on 3rd October, 2016.

• LISTING OF SHARES: Post Allotment, the Equity Shares of the Company got listed on 10th October, 2016 at SME Platform of National Stock Exchange of India Limited (NSE). The Scrip Code of "Nandani Creation Limited" on NSE Emerge Platform is "NANDANI".

9) CHANGES IN DIRECTOR AND KEY MANAGERIAL PERSONNEL:

The Changes in the Directors and Key Managerial Personnel are as follows:

• ADDITIONAL INDEPENDENT DIRECTOR

Since the Company got its Equity Shares Listed on SME platform of National Stock Exchange of India Limited in the month of October, 2016, the Company is required to appoint Independent Directors on its Board.

Mr. Gagan Saboo, Mr. Gaurav Jain and Mr. Neetesh Kabra as an Additional Independent Directors on the Board w.e.f. Friday, the 12th day of August, 2016 to hold office upto the 4th Annual General Meeting held on Friday, the 30th Day of September, 2016 and were appointed as the Non-Executive Independent Directors of the Company for a period of 5 years on the Annual General Meeting held on Friday, the 30th Day of September, 2016 and shall not be liable to retire by rotation.

Further, sub-section (13) of Section 149 of the Companies Act, 2013 ("Act"), provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to Independent Directors.

• KEY MANAGERIAL PERSONNEL

Change in Designation:

Mr. Anuj Mundra, Mrs. Vandna Mundra and Mrs. Sunita Devi Mundra were the first Directors of the Company and subscribers to the Memorandum of Association of the Company at the time of incorporation of the Company.

The Designation of Mr. Anuj Mundhra was changed to Chairman and Managing Director, Mrs. Vandna Mundhra to Whole-Time Director and Mrs. Sunita Devi Mundhra to Whole-Time Director w.e.f. Tuesday, the 16th Day of August, 2016.

Appointment of Chief Financial Officer:

Since the Company got its Equity Shares Listed on SME platform of National Stock Exchange of India Limited in the month of October, 2016, the Company is required to appoint Chief Financial Officer as its Key Managerial Personnel on its Board in accordance with the provisions of Companies Act, 2013.

Mr. Dwarka Dass Mundhra was appointed as the Chief Financial Officer of the Company by passing a resolution in the Extra-Ordinary General Meeting of the members held on Monday, the 22nd day of August, 2016. He handles the finance & Accounts unit of the Company and is associated with the Company from last 4 years.

Appointment and Resignation of Company Secretary and Compliance Officer:

As per Rule 8 of Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 there is need to appoint a Company Secretary of the Company as the Company is proposed to be listed on Stock Exchange. Miss Priya Kshtriya was appointed as the Company Secretary cum Compliance Officer of the Company by passing a resolution in the Extra-Ordinary General Meeting of the members held on Thursday, the 25th Day of August, 2016.

Further, Miss Priya Kshtriya resigned from the post of Company Secretary cum Compliance Officer w.e.f. Thursday, the 19th Day of January, 2016 and Ms. Gunjan Jain joined as the Company Secretary cum Compliance Officer w.e.f. Thursday, the 19th Day of January, 2016.

COMPOSITION OF BOARD OF DIRECTORS:

The Board of Directors of NANDANI CREATION LIMITED is a balanced composition and optimum mix of Executive and Non-Executive Directors. They show active participation at the Board, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman and a Managing Director.

The Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, Business heads and associates.

As at 31st March, 2017, the Key Managerial Personnel of the Company consists of the Following:-

S.No. Particulars DIN/PAN Designation
1. Mr. Anuj Mundhra 05202504 Promoter, Chairman & Managing Director
2. Mrs. Vandna Mundhra 05202403 Promoter &. Whole Time Director
3. Mrs. Sunita Devi Mundhra 05203015 Promoter & Whole Time Director
4. Mr. Gagan Saboo 07545038 Non-Executive Independent Director
5. Mr. Gaurav Jain 00065686 Non-Executive Independent Director
6. Mr. Neetesh Kabra 01574553 Non-Executive Independent Director
7. Mr. Dwarka Dass Mundhra AGAPM0343C Promoter & Chief Financial Officer
8. Miss. Gunjan Jain BAS PJ2043 K Company Secretary & Compliance Officer

10) DIRECTORS LIABLE TO RETIRE BY ROTATION:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the rules made there under and the Companys Articles of Association, Mrs. Sunita Devi Mundhra, Whole- Time Director (DIN: 05203015) who was appointed as the Director on the Board w.e.f. 21st February, 2012 and was appointed as the Whole-Time Director w.e.f. 16h August, 2016, retires at the 5th Annual General Meeting and, being eligible has offered himself for re-appointment. The Board recommends his re-appointment for consideration by the Members of the Company at the 5th Annual General Meeting.

11) AUDITORS AND AUDITORS REPORT:

• Statutory Auditors & Auditors Report

In the 3rd Annual General Meeting of the Company held on 30th Day of September, 2015, the Shareholders approved the appointment of M/s Ashok Holani & Co. Chartered Accountants, Jaipur (Firm Registration No.: 009840C), as Statutory Auditors of the Company to hold office till the Conclusion of the Annual General Meeting to be held in the year 2020.

Further, the Company had ratified the appointment of M/s Ashok Holani & Co. Chartered Accountants, Jaipur (Firm Registration No.: 009840C), as the Statutory Auditors of the Company to conduct audit of the Financial Statements for the year ended on March 31, 2016 in the 4th Annual General Meeting of the Company.

There are no qualifications, reservations or adverse remarks made by M/s Ashok Holani &. Co. Chartered Accountants, Jaipur, Statutory Auditors in their report for the Financial Year ended March 31, 2017. The Observation made by the Auditors are self explanatory and have been dealt with an Independent Auditors Report & its annexures forming part of this Annual Report and hence do not require any further clarification. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

As required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained a written consent and certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of Section 141 of Companies Act, 2013.

Therefore, being eligible, the Board of Directors have offered for the ratification of their reappointment to the Shareholders.

As required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained a written consent and certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of Section 141 of Companies Act, 2013.

Therefore, being eligible, the Board of Directors have offered for the ratification of their reappointment to the Shareholders.

• Secretarial Auditors & Secretarial Audit Report

Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), the Board of Directors had appointed Miss Manisha Choudhary, Company Secretary in Practice, Jaipur having Certificate of practice No.: 13570 was Secretarial Auditor of the Company appointed to conduct Secretarial Audit of the company for the financial year 2016-17.

The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure-1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, in line with the aforesaid compliance, the Board of Directors has appointed Miss. Manisha Choudhary, Company Secretary in Practice, Jaipur in its meeting held on 30th May, 2017 for conducting the Secretarial Audit for the Financial Year 2017-18.

• Internal Auditors & Internal Audit Report

Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), the Board of Directors had appointed M/s Mohata Baheti & Associates, Chartered Accountants, Jaipur (M.No.:401695), as Internal Auditor to conduct Internal Audit for the financial year 2016-17.

The Internal Audit Report is received half yearly by the Company and the same is reviewed and approved by the Audit Committee and Board of Directors for each half year for the year 2016-17.

However for the F.Y. 2016-17, since the Company got listed its Equity Shares in the month of October, 2016 the Internal Audit Report was provided to the Company for the Second Half of the F.Y. 2016-17.

Further, in line with the aforesaid compliance, the Board of Directors has re-appointed M/s Mohata Baheti & Associates, Chartered Accountants, Jaipur (M.No.:401695), in its meeting held on 30th May, 2017 for conducting the Secretarial Audit for the Financial Year 2017-18.

12) EXPLANATION ON ANY ADVERSE REMARK AND COMMENT GIVEN BY THE AUDITORS:

No adverse remarks and comments are given by the auditors of the Company including the Statutory, Secretarial and Internal Auditors of the Company. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year ^^^2016-17.

13) EXTRACT OF ANNUAL RETURN:

Extract of Annual Return in Form MGT-9 containing details as on the financial year ended 31st March, 2017 as required under Section 92(3) of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure-2 which forms part of this report.

14) MEETINGS OF THE BOARD;

During the year, Twenty Eight (28) meetings of the Board of Directors were convened and held on the following dates as mentioned in the table given below:

Sr.No. Date of Meeting Board Strength No. of Directors Present
1. 01.04.2016 3 3
2. 05.04.2016 3 3
3. 15.04.2016 3 3
4. 16.04.2016 3 3
5. 18.04.2016 3 3
6. 11.05.2016 3 3
7. 13.05.2016 3 3
8. 06.06.2016 3 3
9. 28.07.2016 3 3
10. 01.08.2016 3 3
11. 02.08.2016 3 3
12. 06.08.2016 3 3
13. 09.08.2016 3 3
14. 12.08.2016 3 3
15. 16.08.2016 6 6
16. 18.08.2016 6 6
17. 20.08.2016 6 6
18. 22.08.2016 6 6
19. 24.08.2016 7 7
20. 31.08.2016 7 7
21. 01.09.2016 7 7
22. 22.09.2016 8 8
23. 05.10.2016 8 8
24. 15.12.2016 8 8
25. 23.12.2016 8 8
26. 19.01.2017 8 8
27. 09.03.2017 8 8
28. 28.03.2017 8 8

Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the "Listing Regulations" and the listing agreements entered into by the company with the Stock Exchange. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Listing Regulations.

15) CONVERSION OF COMPANY:

The Members of the Company, in their Extra-Ordinary General Meeting held on Wednesday, the 3rd Day of August, 2016 have approved the conversion of the Company from Private Limited to Public Limited by deleting the "Private" word from the name of the Company.

Consequently, the Name of the Company was changed from "Nandani Creation Private Limited" to "Nandani Creation Limited". The Name of the Company has been approved by the Registrar of Companies, Rajasthan and fresh certificate of Incorporation consequent upon Conversion to Public Limited Company was issued by the Registrar. The Company became Public Limited Company w.e.f. 12th Day of August, 2016.

16) CHANGE IN SUTUATION OF REGISTERED OFFICE OF THE COMPANY:

As the Company is involved in manufacturing and trading which need large working space and storage capacity, hence during the year under review, the registered office of the Company has been shifted from C-6/412, Jaisingh Haive, C Block, Banipark, Jaipur-302016, Rajasthan to F-95, Kartarpura Industrial Area, Near 22 Godam, Jaipur-302006, Rajasthan.

Further, the same has been shifted to G-13, Kartarpura Industrial Area, Near 22 Godam, Jaipur- 302006, Rajasthan w.e.f 13th Day of April, 2017.

17) ALTERATION OF ARTICLES OF ASSOCIATION:

Your Company has made the alterations and modifications in the set of Articles of Association in the Extra-Ordinary General Meeting of the Members of the Company held on Wednesday, the 17th Day of August, 2016. Since, the proposed alterations, deletions, insertions etc. to the present set of Articles of Association of the Company were numerous, the board of directors and members decided that it would be convenient to adopt an altogether all new set of Articles of Association incorporating all the proposed alterations which are in conformity with the provisions of the Companies Act, 2013 and the various rules made there under and as are applicable to a Public Limited Company and also with the requirements of the Stock Exchange and such changes would be made in all stationery etc. after acquiring the requisite approvals.

18) COMMITTEES OF THE BOARD:

As on 31st March, 2017, the Board of Directors has following committees:

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Act and as per Regulation 18 of the Listing Regulations. The detail of the composition of the Audit committee along with their meetings held/attended is as follows:

Name of the Member Position Status

Attendance at the Committee Meeting held on

22.09.2016 19.01.2017 28.03.2017
Mr. Gaurav Jain Chairman Non-Executive Independent Director Yes Yes Yes
Mr. Gagan Saboo Member Non-Executive Independent Director Yes Yes Yes
Mr. Neetesh Kabra Member Non-Executive Independent Director Yes Yes Yes

TERMS OF REFERENCE:

The Terms of reference of the Audit Committee are as under:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required , the replacement or removal of the statutory auditor and the fixation of audit fees;

3. Approval of payment to statutory auditors for any other services rendered by the Statutory auditors;

4. Reviewing with the management, the annual financial statements before submission to the board for their approval, with particular reference to:

I. Matters required to be included in the Directors responsibility statement and in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

II. Changes, if any, in accounting policies and practices and the reasons for the same;

III. Major Accounting entries involving estimates based on the exercise of judgment by management;

IV. Significant adjustments made in the financial statements arising out of audit findings;

V. Compliances with listing and other practices and reasons for the same;

VI. Disclosure of any related party transactions;

VII. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes, other than those stated in the offer document/Draft prospectus/Prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or right issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditors independence, performance and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of Inter-Corporate loans and Investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of Internal financial control and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit functions, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with Internal auditors any significant findings and follow up there on;

15. Reviewing the findings of any Internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussions with Statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and optional cases;

19. Call for comments of the auditors about internal control systems, scope of audit including observations of the auditor and review of the financial statements before submission to the Board;

20. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;

21. Carrying out any other function as is mentioned In the terms of reference of the Audit Committee. NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Act and as per Regulation 19 of the Listing Regulations. The detail of the composition of the Nomination & Remuneration committee along with their meetings held/attended is as follows:

Name of the Member Position Status

Attendance at the Committee Meeting held on

22.09.2016 19.01.2017 28.03.2017
Mr. Gaurav Jain Chairman Non-Executive Independent Director Yes Yes Yes
Mr. Gagan Saboo Member Non-Executive Independent Director Yes Yes Yes
Mr. Neetesh Kabra Member Non-Executive Independent Director Yes Yes Yes

TERMS OF REFERENCE:

1. Formulation of the criteria for determining qualifications, positive attributes and Independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of performance of Independent directors and the board of directors;

3. Devising a policy on diversity of board of directors;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent directors.

6. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

The company has duly formulated the Nomination and Remuneration Policy which is also available at the company website

http://www.nandanicreation.com/docs/investors/policies/NOMINATION%20&%2QREMUNFRATinN

%20POUCY%20QF%20DIRECTORS.pdf. The Policy formulated by Nomination and Remuneration Committee includes directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as specified under section 178(3) of the Companies Act, 2013 and same was approved by the Board of Directors of the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Section 178 of the Act and as per Regulation 20 of the Listing Regulations. The detail of the composition of the Stakeholders Relationship committee along with their meetings held/attended is as follows:

Name of the Member Position Status

Attendance at the Committee Meeting held on

22.09.2016 19.01.2017
Mr. Gaurav Jain Chairman Non-Executive Independent Director Yes Yes
Mr. Anuj Mundhra Member Managing Director Yes Yes
Mrs. Vandna Mundhra Member Whole-Time Director Yes Yes

TERMS OF REFERENCE:

1. Efficient transfer of shares; including review of cases for refusal of transfer/transmission of shares and debentures;

2. Redressal of shareholders/investors complaints;

3. Grievances with respect to Non-receipt of Annual Report and declared dividends;

4. Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares/debentures or any other securities;

5. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

6. Allotment and listing of shares;

7. Reference to statutory and regulatory authorities regarding investor grievances; and

8. To otherwise ensure proper and timely attendance and Redressal of investor queries and grievances;

9. Any other power specifically assigned by the Board of Directors of the Company.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors of the Company are required to hold at least one meeting in a year without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors of the Company shall strive to be present at such meeting.

Name of the Member Position Status Attendance at the Committee Meeting held on 22.09.2016
Mr. Gaurav Jain Chairman Non-Executive Independent Director Yes
Mr. Gagan Saboo Member Non-Executive Independent Director Yes
Mr. Neetesh Kabra Member Non-Executive Independent Director Yes

TERMS OF REFERENCE:

i. The performance of Non-Independent directors and the Board as a Whole;

ii. The performance of the Chairperson of the Company, taking into account the views of executive directors and Non-Executive Directors;

iii. Assess the quality, quantity and timeliness of flow of Information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

19) DECLARATION OF INDEPENDENCY BY INDEPENDENT DIRECTORS:

The Independent Directors have given their declarations under Section 149(6) and Section 149(7) of the Companies Act, 2013 and the rules made there under. The Independent Directors have fulfill the Conditions relating to their status as an Independent Director as specified in Section 149 of the Act and the Regulation 16(b) of the Listing Regulations.

20) FORMAL ANNUAL EVALUATION:

The evaluation/assessment of the Directors/KMPs and the senior officials of the Company is to be conducted on an Annual basis to satisfy the requirements of the Companies Act, 2013. The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees &

other Individual Directors which includes criteria for performance evaluation of the Board as a whole.

The Companys Nomination & Remuneration policy which includes the Directors appointment & Remuneration and criteria for determining qualifications, positive attributes, Independence of the Directors & other matters is attached as Annexure- 3 to this report and the same is also available on the website of the Company at the link http://www.nandanicreation.com/docs/investors/policies/NOMINATION%20&%2QREMUNERATI ON%20POLICY%20OF%2QDIRECTORS.pdf.

The Board of Directors in their Board Meeting held on 28th Day of March, 2017 has made a Formal Annual Evaluation of its own performance & that of its Committee and Individual Directors.

21) RISK MANAGEMENT POLICY:

The Company operates in conditions where economic; environment and social risk are inherent to its businesses. In managing risk, it is the Companys practice to take advantage of potential opportunities while managing potential adverse effects. The Listing Regulations required that all listed Companies shall lay down the procedure towards risk assessment. It also requires that the company must frame, implement and monitor the risk management plan of the Company. To overcome this and as per the requirement of Section 134(3)(n) of the Companies Act, 2013 read with the rules made there under, if any and Clause 49 of the former listing agreement and, Board has framed a very comprehensive Risk Management Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by the company, which in the opinion of the Board may threaten the existence of the Company. The objective of the policy is to make an effective risk management system to ensure the long term viability of the companys business operations.

Although the company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior management of the company the process for the mitigation of the risk is defined under the risk management policy of the company which is available for the access on the website http://www.nandanicreation.com/docs/investors/policies/RISK-MANAGEMENT-POLICY.pdf

22) WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company promotes ethical behaviors in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the directors and employees are free to report violations of law, rules, regulations or unethical conduct, actual or suspected fraud to their immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or such other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

The Whistle Blower Policy of the Company is also available on the website of the Company at the link http://www.nandanicreation.com/docs/investors/policies/WHISTLER-BLOWER-POLICY.pdf.

During the year, no whistle blower event was reported & mechanism is functioning well. Further, no personnel has been denied access to the Audit Committee.

23) PARTICULARS OF LOANS GIVEN. GUARANTEES GIVEN OR INVESTMENTS MADE BY THE COMPANY UNDER SECTION 186:

There are no Loans and Guarantees made by the Company under Section 186 of the Companies Act, 2013.

However, the Company has made an Investment of Rs. 49,99,500/- in Desi Fusion India Pvt. Limited by way of acquiring shares of Rs. 4,99,950 shares @ Rs. 10/- each.

24) DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review, your Company has made an investment and subscribed the share capital of M/s Desi Fusion India Pvt. Limited (CIN: U17299RJ2016PTC055107) and promoted the said Company as Wholly Owned Subsidiary Company. Your Company has subscribed total share capital of Rs. 49,99,500/- of the wholly-owned subsidiary Company incorporated on 31.05.2016.

Details of the Subsidiary Company in Form AOC-2 is attached herewith as Annexure-4.

25) MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the financial year under review, the Company has launched an Initial Public Offer in the Month of October, 2016 and had allotted 14,44,000 Equity Shares of Rs. 10/- each fully paid up at a issue price of Rs. 28 (including a share premium of Rs. 18/- pr Equity Share) amounting to Rs. 404.32 Lacs and the shares of the Company has been listed on National Stock Exchange of India Limited Emerge Platform

The Equity share capital of the Company has increase to Rs. 2,94,95,800/- after the Initial Public Offer of the Company.

There are no other Material Changes and Commitments affecting the Financial Position of the Company between the end of the financial year of the Company to which this financial Statement relates and the date of this report.

26) PARTICULARES OF EMPLOYEES:

Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-5.

Apart from that, there are no Employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in the report.

27) PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions that were entered by the Company during the Financial Year are done on Arms length basis.

Disclosure of particulars of contract/arrangements entered into by the company with Related Parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are attached herewith as Annexure- 6 which forms part of this report. The policy on related party transaction is available on the website of the company at the link http://www.nandanicreation.com/docs/investors/policies/POLICY-ON-MATERIALITY-OF-RELATED- PARTY-TRANSACTIONS.pdf .

28) HUMAN RESOURCE DEVELPOMENT:

The Company recognizes the importance of Human Resource as a key asset instrumental in its growth. The Company believes in acquisition, retention and betterment of talented team players. With the philosophy of inclusive growth, the Company has further redefined its performance management system. The new system focuses on progression of individual employees together with organizational goals. Under the new system increased thrust will be on job rotation and multi-skilling. HRD activities are taken in the Company involving positive approach to develop employees to take care of productivity, quality and customer needs. The Company has to make constant efforts to manage labour shortages. To develop skilled labour, training facilities are provided to the employees in house or by deputing them to the machinery suppliers and to training institutes for specific training. The Company has well developed management information system giving daily, monthly and periodical information to the different levels of management. Such reports are being analyzed and effective steps are taken to control the efficiency, utilization, productivity ^^^^^^^^and quality in the Company.

29) SOCIAL OBLIGATIONS:

The Company has generally taken corporate social responsibility initiatives. However, the present financial position of the company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The company will constitute CSR Committee and implement the CSR initiatives whenever it is applicable to the Company. However, the Company has develop CSR Policy.

We also feel strongly about giving back to our community. We believe everybody deserves to be treated with dignity and respect, regardless of their personal circumstances, and offered the skills, knowledge and assistance they need to help themselves lead healthy and productive lives.

30) INTERNAL FINANCIAL CONTROL:

The Company has identified and documented all key internal financial controls, which impact the financial statements. The Financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

31) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Operations of the Company are reviewed in a detailed report on the Management Discussions and Analysis Report is provided as a separate section in the Annual Report which forms the part of the Boards Report as Annexure-7.

32) CERTIFICATIONS FROM CHIEF FINANCIAL OFFICER/CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of Listing Regulations from Mr. Dwarka Dass Mundhra, the Chief Financial Officer and Mr. Anuj Mundhra, Chairman and Managing Director of the Company. The Same is forming the part of this Annual Report.

33) SEXUAL HARRASMENT:

The Company has zero tolerance towards sexual harassment of Women at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of Women at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under.

As required under the law, an Internal Compliance Committee has been constituted for reporting and conducting enquiry into the complaints made by the victim on the harassment at the workplace.

The following is a summary of Sexual Harassment Complaints received and disposed off during the year 2016-17.

a. Number of Complaints of Sexual Harassment at the beginning of the financial year: NIL

b. Number of Complaints disposed off during the year: NIL

c. Number of Complaints pending as on the end of the financial year: NIL

d. Nature of action taken by the Nandani Group: NA

34) CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys Shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website http://www.nandanicreation.eom/docs/investors/policies/CODE-OF-FAIR-DISCLOSURE-AND- CONDUCT-OF-UNPUBLISHED-PRICE-SENSITIVE-INFORMATION.pdf.

35) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

1. The Company has no activity involving conservation of energy or technology absorption.

2. There is no foreign exchange earnings and outgo.

36) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

37) ACKNOWLEDGEMENT:

Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Central & State Government, Local Authorities, Share Transfer Agents, Auditors, Customers, Suppliers, Advisors, Consultants, Associates and Regulatory Authorities. The Directors place on ramrM thoir

deep appreciation of the dedication of your companys employees at all levels & look forward to their continued support in the future as well. Your Directors are thankful to the Shareholders for their continued patronage.

FOR AND ON BEHALF OF NANDANI CREATION LIMITED

PLACE: JAIPUR
DATED: 25.8.2017
Sd/- Sd/-
ANUJ MUNDHRA VANDNA MUNDHRA
MANAGING DIRECTOR WHOLE-TIME DIRECTOR
DIN:05202504 DIN:05202403