Pashupati Cotspin Ltd Directors Report.

Dear Members,

Your Directors take pleasure in presenting the 02nd Annual Reporton business and operations along with Audited Financial Statements and the Auditors report of your Company for the financial year ended 31st March, 2019.

1. Financial Results

The Financial Performance of the company for the year ended 31stMarch; 2019 is summarized as below: (Standalone) (Rs. in Lakh)

Particulars for the year ended March 31,2019 For the Period from July 03, 2017 To March 31, 2018
Net revenue from Operations (Sales) 53782.78 33442.28
Profit Before Depreciation and Tax 2739.87 1512.44
Less: Depreciation 1280.95 834.74
Profit Before Extra ordinary Items and Tax 1458.92 677.70
Extra Ordinary Items 369.72 -
Profit Before Tax 1089.19 677.70
Tax Expense
-Current Tax 234.78 138.52
Less: MAT Credit Receivable (76.98) 138.52
-Deferred Tax (14.78) (741.33)
Profit After Tax 946.18 (63.63)
EPS (Basic) 9.20 (0.69)
EPS (Diluted) 9.20 (0.69)

2. Overview Of Companys Financial Performance:

During the year, your Company has registered turnover of Rs. 53782.78 Lakhs, registering a remarkable growth compared to the previous year turnover of Rs. 33442.28 Lakhs for the FY 2017-18. The Profit after tax is Rs. 946.18 Lakhs for the FY2018-19 as compared to Rs. (63.63) Lakhs for the FY 2017-18. There is notable increase in profit after tax during the current year in comparison to that of previous year. Your directors are confident about the performance of the Company in the coming years. No material changes and commitments have occurred after the close of the financial year till the date of this report.

3. Dividend

Your Directors are pleased to recommend a Final Dividend of Re. 0.50 (Rupee Fifty Paisa) (5%) per equity share of face value of Rs.10/- each for the financial year ended on 31st March, 2019 which shall be paid subject to approval of members at the ensuing 2nd Annual General Meeting.

The Final Dividend, subject to approval of Members at the Annual General Meeting on 26th September, 2019, will be paid to the Members whose names appear in the Register of Members, as on the date of Book Closure/Record Date of the Company for the purpose of 02nd AGM and Payment of Final Dividend.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

5. Change in the nature of business, if any-

During the year, there is no change in the nature of business of the Company.

6. Amounts Transferred To Reserves:

During the year under review, the Company has not transferred any amount to General Reserve.

7. Subsidiary, Joint Ventures and Associate Companies

The Company does not have any subsidiary, Joint venture, or Associate Company.

8. Public Deposit

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

9. Particulars of loan, Guarantees or Investment made under Section 186

During the year, the Company has made an investments into one Limited Liability Partnership (LLP) under the provisions of Section 186 of the Companies Act, 2013 and has also provided loans to persons or provided security in connection with the loan to any other body corporate or person and the particulars of such investments and loans, falling under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes no. 11 and 16 respectively to financial statements of the Company.

10. Extract of the Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 containing details as on the Financial Year ended 31st March, 2019 as required in the prescribed format is appended as

Annexure A to the Boards Report which forms an integral part of this Report, is attached to the report.

11. Directors & Key Management Personnel

I. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non Executive and Independent Directors. As on the date of this report, the Board comprises of 5(Five) Directors, out of which 2 are Executive Directors, 1 is Non Executive Director and 2 are Independent Directors that includes one Woman Independent Director. The Chairman of the Board is an executive Director. The Board of Directors duly met Ten (10) times on 19/05/2018, 28/05/2018, 02/08/2018, 10/09/2018, 13/11/2018, 17/11/2018, 30/11/2018, 28/01/2019, 02/02/2019 and 28/03/2019 during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting and Number of other Directorship and Chairmanship / Membership of Committee of each Director in various companies is as follows:-

Name of Director Designation Category No of Board Meetings held during the year No of Board Meetings attended during the year Attendance at the Last AGM
Mr. Saurin Jagdish Bhai Parikh Chairman & Managing Director Promoter 10 10 Yes
Mr. Tushar Rameshchandra Trivedi Whole Time Director Promoter 10 10 Yes
Mr. DaksheshJayantilal Patel Non-Executive Director Promoter 10 10 Yes
Mr. Sandip Ashwinbhai Parikh Non-Executive Director Independent 10 10 Yes
Mr.Mahendrabhai Gulabdas Patel* Non-Executive Director Independent 4 4 No
Mrs. Sheela Kirtankumar Roy Non-Executive Director Independent 10 10 Yes

*ceased as an Independent Director of the Company w.e.f. 10.09.2018

II. APPOINTMENTS:

During the year under review, no Director has been appointed by the company.

III. CESSATIONS:

During the year under review, Mr. Mahendrabhai Gulabdas Patel (DIN: 00104706), Director of the Company has resigned from the directorship of the Company with effect from 10.09.2018.

The Board places on record its appreciation for contributions and guidance provided by Mr. Mahendrabhai Gulabdas Patel during his tenure as a Director of the Company.

IV. Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules, and Companies Articles of Association, Mr. Tushar Rameshchandra Trivedi (DIN-06438707), Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Necessary resolution for his re-appointment is placed before the shareholder for approval.

V. Profile of Directors seeking appointment / reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 02nd Annual General Meeting.

VI. Key Managerial Personnel

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a) Mr. Saurin Jagdish Bhai Parikh, Chairman & Managing Director

b) Mr. Tushar Rameshchandra Trivedi, Whole Time Director

c) Mr. Hareshkumar Rameshchandra Shah, Chief Financial Officer

d) Ms. Bijal Nareshbhai Thakkar, Company Secretary& Compliance Officer

VII. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and in the opinion of the Board, the Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

12. BOARD COMMITTEES

Your Company has five Committees of the Board, namely:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

IV. Corporate Social Responsibility Committee

V. Warrant Allotment Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in detail as below:

I. Audit Committee

The Audit Committee is duly constituted vide Board Resolution dated 26/07/2017 in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. The constituted Audit Committee comprises following members:

Name Category Position Number of meetings held Number of meetings attended
Mr. Sandip Ashwinbhai Parikh Independent Director Chairman 5 5
Mrs. Sheela Kirtankumar Roy Independent Director Member 5 5
Mr. Saurin Jagdish Bhai Parikh Managing Director Member 5 5

Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance with Accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc. Five meetings were held during the year 2018-19 on 19/05/2018, 28/05/2018, 10/09/2018, 13/11/2018 and 28/02/2019. The Company Secretary acts as Secretary to the Audit Committee and no personnel has been denied access to the audit committee.

II. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted vide Board Resolution dated 26/07/2017 in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Nomination and Remuneration Committee comprise the following:

Name Category Position
Mr. MahendrabhaiGulabdas Patel* Independent Director Chairman
Mr. Sandip Ashwinbhai Parikh Independent Director Member
Mr. DaksheshJayantilal Patel Non Executive Director Member
Mrs. Sheela Kirtankumar Roy** Independent Director Chairman

*Ceased to be Chairman & Member of the Committee w.e.f. 10.09.2018

**Inducted as a Chairman & Member of the Committee w.e.f. 10.09.2018

As on the date of this report, the Nomination and Remuneration Committee comprises of three members viz. Mrs. Sheela Kirtankumar Roy, Mr. Sandip Ashwinbhai Parik and Mr. DaksheshJayantilal Patel. The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is available on the Website of the Company www.pashupaticotspin.com.

III. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted vide Board Resolution dated 26/07/2017 in compliance with the requirements of Section 178 of the Companies Act, 2013. The constituted Stakeholders Relationship Committee comprises the following:

Name Category Position No. of meetings held No. of meetings attended
Mrs. Sheela Kirtankumar Roy Independent Director Chairman 4 4
Mr. MahendrabhaiGulabdas Patel* Independent Director Member 4 1
Mr. Tushar Rameshchandra Trivedi Whole Time Director Member 4 4
Mr. Dakshesh Jayantilal Patel** Non Executive Director Member 3 3

*Ceased to be Member of the Committee w.e.f. 10.09.2018

**Inducted as a Member of the Committee w.e.f. 10.09.2018

As on the date of this report, the Stakeholders Relationship Committee comprises of three members viz. Mrs. Sheela Kirtankumar Roy, Mr. Tushar Rameshchandra Trivedi and Mr. Dakshesh Jayantilal Patel.

The Stakeholders Relationship Committee looks into shareholders complaints related to transfer of shares, non-receipt of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent, and recommends measures for overall improvement in the quality of investor services. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web based redress system and online redressal of all the shareholders complaints. Four meetings were held during the year 2018-19 on 05/06/2018, 25/09/2018, 28/12/2018 and 20/03/2019.

IV. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is constituted in compliance with the requirements of Section 135 of the Companies Act, 2013, to undertake the below mentioned tasks:

A. To recommend the policy on Corporate Social Responsibility (CSR) and Implementation of the CSR Projects or program to be undertaken by the company as per the CSR Policy for consideration and approval by the Board of Directors.

B. Recommend the amount of expenditure to be incurred on the corporate social responsibility activities; and C. Monitor the implementation of the Companys corporate social responsibility policy.

As per Section 135 (1) of the Companies Act, 2013Corporate Social Responsibility is not applicable to the Company as the Company has net loss during the immediately preceding financial year i.e. in 21017-18. But the Company has voluntarily adopted to do Corporate Social Responsibility activities.

During the financial year ended 31st March, 2019, the Company incurred CSR expenditure of Rs. 9,82,449 (Rupees Nine Lakhs Eighty Two Thousand Four Hundred Forty Nine Only). The CSR initiative of the Company is mainly under promotion of Healthcare specially relating to cancer awareness. The Corporate Social Responsibility Committee comprises the following:

Name Category Position No. of meetings held No. of meetings attended
Mr. Saurin Jagdish Bhai Parikh Managing Director Chairman 4 4
Mrs. Sheela Kirtankumar Roy Independent Director Member 4 4
Mr. Tushar Rameshchandra Trivedi Whole Time Director Member 4 4

Three meetings were held during the year 2018-19 on 01/04/2018, 25/09/2018, 10/12/2018 and 01/03/2019.

The Companys CSR Policy statement and Annual Report on the CSR activities undertaken during the financial year ended 31st March, 2019, in accordance with section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in Annexure B to this Report.

V. Warrant Allotment Committee

During the year under review, the Company, pursuant to 62 (1) (c) read with Section 42 of Companies Act, 2013 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Special Resolution passed in Extra-Ordinary General Meeting dated 29th December, 2018, had issued 50,00,000 (Fifty Lakh only) Share Warrants carrying an option/entitlement to subscribe to Equity shares of Rs.10/- each..

The Board of Directors in their meeting held on 28.01.2019 formed a committee named Warrant Allotment Committee to delegate all its power pertaining to allotment of 50,00,000 share warrants to the proposed allottees and conversion of such warrants into equity shares. Following directors are the members of the said committee.

Name Category Position No. of meetings held No. of meetings attended
Mr. Saurin Jagdish Bhai Parikh Managing Director Chairman 1 1
Mr. DaksheshJayantilal Patel Non-Executive Director Member 1 1
Mrs. Sheela Kirtankumar Roy Independent Director Member 1 1

The scope and function of the Committee and its terms of reference shall include the following;

A. Tenure:

The Warrant Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.

B. Meetings:

The committee shall meet as and when the need arise. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. Meeting of the Committee shall be called by at least five days notice in advance.

C. Terms of Reference:

To call the balance amount i.e. 75% from the warrant holders

To convert warrants in to Equity Shares on receipt of the balance amount of warrants

To make application for listing and trading approval to NSE

To issue Share to the allottees in dematerialize form

To do application for corporate action with NSDL & CDSL as and when required in the matter of allotment and issue of shares on conversion of warrants

To do application for Lock-in of shares issued on conversion of warrants

Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting

13. Compliance Officer

The Compliance Officer of the Company is Ms. Bijal Nareshbhai Thakkar, who is also designated as Company Secretary of the Company.

14. Statements on Formal Annual Evaluation of Board

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

15. 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

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of report.

16. 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 are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Companys operations in future.

17. Changes in Authorised Share Capital of the Company

During the period under review, the Authorised share capital of the Company has been increased from Rs. 11,00,00,000 (Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs. 15,50,00,000/- (Rupees Fifteen Crore fifty lakhs Only) divided into 1,55,00,000 (One Crore Fifty Five Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each by creation of additional Equity Share Capital of Rs. 4,50,00,000/-(Rupees Four Crore fifty lakhs Only) divided into 45,00,000(Forty Five Lakhs Only) Equity Shares of Rs.10/- (Rupees Ten Only) each to rank pari passu with the existing Equity Shares of the Company by way of passing an Ordinary Resolution in the Extra Ordinary General Meeting dated 29thDecember, 2018.

Authorised Capital

As at 31st March 2019

As at 31st March 2018

Shares Capital Shares Capital
Equity Shares of Rs 10/- each 1,55,00,000 15,50,00,000 1,10,00,000 11,00,00,000

18. Preferential Issue

During the year under review the Company, pursuant to 62 (1) (c) read with Section 42 of Companies Act, 2013 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, had passed Special resolution at Extra-Ordinary General Meeting held on 29.12.2018 to issue of 50,00,000 (Fifity Lakh only) Warrants carrying an option/entitlement to subscribe to Equity shares of Rs.10/- each. The Company has constituted Warrant Allotment Committeein the Board Meeting dated 28.01.2019 to allot warrants, and the said Committee in its meeting held on 28.01.2019 allotted 50,00,000 share warrants at Rs.59/- per warrant convertible to Equity shares of Rs. 10/- each at a premium of Rs. 49/- per share to the allottees.

19. Extra-Ordinary General Meetings

During the period under review, 2 (Two) Extra-Ordinary General Meetings were held. The Company passed the following resolution through Extra-Ordinary General Meetings.

Name of Resolution Type of Resolution
To Increase The Authorised Share Capital of The Company Ordinary Resolution
Issue of Warrants, Convertible Into Equity Shares On Preferential Basis Special Resolution
Authorizing Board to grant loans and advances under section 185 of the Companies Act, 2013 to entities in whom Director/s is/are interested. Special Resolution
Approval of Inter-corporate loans, Investments, Guarantee or security and acquisition under section 186 of the Companies Act, 2013 Special Resolution

20. Auditors

1. Statutory Auditors

M/s. Mahendra N. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, were appointed at the 01st Annual General Meeting held on 17th September, 2018 to hold office for a period of 5 (Five) years i.e. from the conclusion of 01st (First) Annual General Meeting (AGM) till the conclusion of 06th (Six) Annual General Meeting to be held in the year 2023 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not to be ratified at every Annual General Meeting. There are no qualifications, reservations or adverse remarks made by M/s. Mahendra N. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report.

2. Cost Auditors

Pursuant to provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder and the Cost Audit orders issued from time to time, the Board of Directors in their meeting held on 10.09.2018 has appointed M/s. Ashish Bhavsar & Associates, Cost Accountants (FRN: 000387) as a Cost Auditors to conduct the audit of cost records of the Company for the Financial Year 2018-2019. The Company has received consent from M/s. Ashish Bhavsar & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the Financial Year 2018-2019 along with a certificate confirming their independence and arms length relationship.

The Ordinary Resolution seeking approval from members for remuneration payable to the said Cost Auditor forms a part of the Notice of this Annual General Meeting.

3. Secretarial Auditor

Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Vishwas Sharma & Associates, Practicing Company Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year 2018-2019. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Vishwas Sharma & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as

Annexure-C.

There are no qualifications, reservations or adverse remarks made by M/s. Vishwas Sharma & Associates, Practicing Company Secretaries, Secretarial Auditor of the Company, in their report.

4. Internal Auditor

Pursuant to provisions of Section 138 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s Nisarg J. Shah & Co., Chartered Accountants, Ahmedabad, (FRN: 128310W) as an Internal Auditors of the Company for the Financial Year 2018-2019. Further, there were no audit qualifications, reservation, adverse remark or disclaimer in the Internal Auditors Report provided by M/s Nisarg J. Shah & Co., for the Financial Year 2018-2019.

21. Personnel

The information required under Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as Annexure-D. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. Managements Discussion and Analysis Report

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of the Listing Regulations is given as Annexure-E to this report.

23. Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. CONSERVATION OF ENERGY:

A statement containing the necessary information required under Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given as Annexure F to this report.

B. TECHNOLOGY ABSORPTION:

 i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution : None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported : None

b) the year of import :N.A.

c) whether the technology been fully absorbed: N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof :N.A.

e) the expenditure incurred on Research and Development : Nil

C. Foreign exchange Earnings & Outgo

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: Rs. 5,00,576/-

24. Particulars of contracts or arrangements with related parties:

All related party transactions which were entered into during the financial year were on an arms length basis and in the ordinary course of business. The details of related party transactions are annexed to this Board Report in Form AOC-2 and Marked as Annexure G to this report.

25. Statement regarding the development and implementation of Risk Management Policy

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

26. Adequacy of Internal Financial Control

The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31, 2019, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

During the year, no reportable material weakness was observed.

27. Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the Company for that period under review.

(c) 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.

(d) The directors have prepared the annual accounts on a going concern basis.

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

28. Listing

The Equity shares of the Company are listed on SME platform of NSE (NSE EMERGE) and the Company has paid the annual listing fees for the year 2019-20.

29. Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment.

Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. Human resources

Your company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the companys vision. Your company appreciates the spirit of its dedicated employees.

31. Corporate Governance

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange. Therefore, the Corporate Governance Report is not applicable on the Company and therefore not provided by the Board.

32. Independent Directors Meeting

The Independent Directors met on May 30, 2019 to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors. The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the Chairman taking into account the views of executive Directorsand non-executive Directors and assessed the quality, quantity and timeline of flow of information between company management and Board.

33. Secretarial Standards:

The Company has complied with Secretarial Standards issued by the Institute of Company.

34. Acknowledgement

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them. Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

For and on behalf of the Board of Directors
Date: 19/08/2019 Saurin Jagdish Bhai Parikh
Place: Ahmedabad Chairman & Managing Director
(DIN: 02136530)