New Heaven Chemicals & Industries Ltd Directors Report

To The Members

The Directors have pleasure in presenting before you the Twenty Eighth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31-^sl March, 2017.

Financial High Lights

(Rs. In Lakhs)

Particulars	2016-2017	2015-2016
Net Sales / Income	0.00	0.00
Total Expenditure	10.3	14.03
Gross Operating Profit	(10.3)	(14.03)
Interest and Finance charges	0.00	0,00
Depreciation	2.26	3.11
Loss on sale of Assets	(10.3)	(14.03)
Profit before Tax / loss	0.00	0.00
Provision for Tax	(10.3)	(14.03)
Net Profit / Loss	0.00	0.00
Paid-up Equity share capital	515.87	515.87
Reserves Excluding Revaluation Reserves	(1084.6)	(1074.2)
Earnings Per Share	(0.20)	(0.27)

DIVIDEND

As the Company did not earn distributable profits the Board of Directors did not recommend any dividend for the financial year under review. There is no amount pending to be transferred to the Investor Education and Protection Fund since the company did not declare any dividend for the last 10 years.

RESERVES

The Board did not propose to transfer any amount to reserves,

CHANGE IN THE BUSINESS OF THE COMPANY

During the year under review, the company did not change its line of activity MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report "Annexure -A".

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as part of this Annual Report as "Annexure - B".

Certificate from the Statutory Auditors of the company M/s. Y. Raghuram & Co, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as part of this report as "Annexure C"

LISTING WITH STOCK EXCHANGES

The Shares of the company are listed on the Bombay Stock Exchange. It has paid the Annual Listing Fee for the year 2017-18 and is in the process of paying the same.

DEMATERIALISATION OF SHARES

23,76% of the companys paid up Equity Share Capital is in dematerialized form as on 31.^st March, 2017 and the balance 76.24 % is in physical form. The Companys Registrars are M/S Big Share Services Pvt Ltd, 306, Right Wing, 3rd Floor, Amrutha Ville, Opp. Yashoda Hospital, Raj Bhavan Road, Somajiguda, Hyderabad, Telangana-500 082,

BOARD MEETINGS

The Board during the financial year 2016-17 met four times, Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms part of the Boards Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc,

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors, The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

INDEPENDENT DIRECTORS

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They 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 at the end of the financial year and of the profit of the company for the same period;

c) The directors have taken proper and sufficient care 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) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

RISK MANAGEMENT POLICY OF THE COMPANY

The Company has formulated and adopted a risk management policy at its Board Meeting. As per the policy, the management continues to review and assess the risk and also the steps for mitigating the same.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility does not apply to the company,

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3} of the Act has been disclosed in the corporate governance report, which forms part of the directors report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT;

The Auditors report and Secretarial Auditors report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an annexure which forms part of this report ~ "Annexure - D

STATUTORY AUDITORS

M/S Y Raghuram & Co, Chartered Accountants, hold office as Statutory Auditors of the company till the conclusion of the forthcoming Annual General Meeting. They have expressed their unwillingness to be reappointed as Statutory auditors of the company, due to preoccupation. M/S Brahmayya & Co, Chartered Accountants (Firm Regn No.0000513S) have given their consent to be appointed as Statutory Auditors of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) The operations of the company are not power intensive nevertheless the company continues its efforts to minimize energy wherever practicable by economizing on the use of power at the offices.

(B) Technology absorption NIL

(C) Foreign exchange earnings NIL

(D) Foreign exchange outflow NIL

RELATED PARTY TRANSACTIONS

There were no transactions which have been entered into with related parties of the Directors or the Key Managerial Personnel of the company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act,2013 Secretarial Audit has been conducted for the Financial Year 2016-17 by M/S. Marthi & Co., Company Secretaries, Hyderabad, and their Secretarial Audit Report for the finabcia! year ended 31^st March,2017 is enclosed at Annexure-E to this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure - F"

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no order passed by any Court or Tribunal or forum which impacted or is likely to impact the "Going concern status" of the company.

However, the company is awaiting the approval of the Honble High Court of Judicature for the state of Andhra Pradesh and Telangana in connection with the Scheme of Arrangement for Re-organisation and Restructuring of the capital of the Company

DETAILS OF SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES & THEIR PERFORMANCE

The Company does not have any subsidiary or joint venture or associate company,

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 is enclosed as Annexure-G during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 is enclosed as Annexure-G during the year under review.

SHARE CAPITAL

The Paid up Equity Share Capital as on March 31, 2017 was Rs.5.15 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

Scheme of Arrangement

The Company has now received the approval of the Honble High Court of Andhra Pradesh and Telangana for the Scheme of Arrangement in connection with the reduction and reorganisation of Share Capital of the company and issue of equity shares and convertible warrants to the Promoters of the company against the unsecured loans brought in by them, However, the process for reduction and allotment of shares and convertible warrants is not yet completed and as such there is no change in the share capital of the company,

DIRECTORS

In accordance with the Companies Act, 2013 read with the Articles of Association of the Company, Ms Urvashi Ramesh, retires by rotation and being eligible offers herself for re-apoointment.

Further, in terms of Section 149 read with Section 152 of the Companies Act, 2013, an independent director is now not required to retire by rotation, and may be appointed on the Board of Company for maximum two terms of up to five years each. Accordingly, Mr. Rajath Pa tanka r has been appointed for a period of five years, effective from 1^st March, 2015. The Independent Director confirmed his independence in terms of the requirements of Companies Act, 2013.

AUDIT COMMITTEE

Audit Committee consists of S/Sri Rajath Patankar and Haridass Ramesh.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by either the Auditors or by the Practicing Company Secretary in their respective reports except the Disclaimers of Professional Tax Payment- in Auditor Report & Secretarial Audit Report and on Companys Manufacturing License Under Renewal in secretarial Audit Report.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 are not applicable since the directors are not drawing any salary from the company as the company does not have any operations. The directors are provided sitting fee only for attending board meetings. The details of the sitting fee and other perks are mentioned in the corporate governance report,

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere thanks and place on record their appreciation of the continued assistance and co-operation extended to the company by its bankers, government and semi government departments, customers, marketing agents and suppliers and in particular Shareholders for the confidence reposed in the company. Your directors also thank all the employees of the company for their dedicated service,

By order of the Board of Directors For Trans Medicare Limited

Sd/-

(Haridass Ramesh)

Director

DIN No:00107388

Place: Hyderabad

Date : 14.08.2017