Pashupati Cotspin Ltd Directors Report.

Dear Members,

Your Directors take pleasure in presenting the 01st Annual Report along with Audited Financial Statements of your Company for the financial year ended 31st March, 2018.

1. Company Background

Your Company was originally formed and registered as a Limited Liability Partnership under the Limited Liability Partnership Act, 2008 ("LLP Act") in the name and style of "Pashupati Cotspin LLP" (LLPIN:3046) and received a certificate of incorporation from the Registrar of Companies, Gujarat, Dadra and Nagar Havelli on January 07, 2013. Thereafter, "Pashupati Cotspin LLP" was converted from a Limited Liability Partnership to a Private Limited Company under part I Chapter XXI of Section 366 of Companies Act, 2013 with the name of "Pashupati Cotspin Private Limited" and received a fresh certificate of incorporation from the Registrar of Companies Gujarat, Central Registration Center on July 3, 2017. Later, it was converted into Public Limited Company and consequently name of company was changed from "Pashupati Cotspin Private Limited" to "Pashupati Cotspin Limited" vide Special resolution passed by the Shareholders at the Extra Ordinary General Meeting held on July 11, 2017 and a fresh certificate of Incorporation dated July 18, 2017 issued by the Registrar of Companies, Gujarat, Ahmedabad.

2. Financial Results

The revenue of your Company for the year 2017-18 is Rs. 3,344,228,330/- however there is loss of Rs.63,92,977. In comparison to last years revenue figures, the current year revenue has increased and your Directors look forward to improve the financial position of the Company.

The Financial Performance of the company for the year ended 31st March; 2018 is summarized as below: (Standalone)

(Amount in Rs.)

Particulars for the year ended For the Period from July 03,2017 To March 31,2018 March 31,2017
Net revenue from Operations (Sales) 3,344,228,330 2,759,748,889
Profit Before Depreciation and Tax 151,243,824 172,143,549
Less: Depreciation 83,473,919 85,657,207
Profit Before Extra ordinary Items and Tax 67,769,905 86,486,342
Add: Extra Ordinary Items - 71,218,575
Profit Before Tax 67,769,905 157,704,917
Tax Expense
- Current Tax 13,851,940 0
Less: MAT Credit Receivable 13,851,940 0
- Deferred Tax (74,132,882) 69,203,900
Profit After Tax (63,62,977) 226,908,817
EPS (Basic) (0.69) N.A.
EPS (Diluted) (0.69) N.A.

3. Dividend

Since the Company has incurred loss during the year ended on 31st March, 2018, hence the Board has not recommended/declared dividend for the year 2017-18.

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. Reserves

During the year under review, the Company has not transferred any amount to 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 not made any investments under the provisions of Section 186 of the Companies Act, 2013 however, the Company has provided loans to persons or provided security in connection with the loan to any other body corporate or person and the particulars of such loans, falling under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes no 15 to financial statements of the Company.

10. Extract of the annual return

The extract of the Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in "Annexure A" and 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 6(Six) Directors, out of which 2 are Executive Directors, 1 is Non Executive Director and 3 are non-executive Independent Directors that includes one Woman Director. The Chairman of the Board is an executive Director.

The Board of Directors duly met Nine (09) times on 03/07/2017, 18/07/2017, 26/07/2017, 21/08/2017, 06/ 09/2017, 03/11/2017, 14/11/2017 16/12/2017 and 06/02/2018 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
Mr.Saurin Jagdish Bhai Parikh Chairman & Managing Director Promoter 9 9
Mr.Tushar Rameshchandra Trivedi Whole Time Director Promoter 9 9
Mr.Dakshesh Jayantilal Patel Non-Executive Director Promoter 9 9
Mr.Sandip Ashwinbhai Parikh Non-Executive Director Independent 9 6
Mr.Mahendrabhai Gulabdas Patel Non-Executive Director Independent 9 6
Mrs.Sheela Kirtankumar Roy Non-Executive Director Independent 9 6

II. INDUCTIONS:

The following appointments were made during the year

• Mr. Saurin Jagdish Bhai Parikh appointed as a Chairman & Managing Director of the Company effective from 03/07/2017 for a period of five years.

• Mr. Tushar Rameshchandra Trivedi appointed as a Whole time Director of the Company effective from 03/07/2017 for a period of five years.

• Mr. Dakshesh Jayantilal Patel appointed as a Director of the Company effective from 03/07/2017.

• Mr. Sandip Ashwinbhai Parikh appointed as an Additional Independent Director of the Company effective from 26/07/2017.

• Mr. Mahendrabhai Gulabdas Patel appointed as an Additional Independent Director of the Company effective from 26/07/2017.

• Mrs. Sheela Kirtankumar Roy appointed as an Additional Independent Director of the Company effective from 26/07/2017.

• Mr. Hareshkumar Rameshchandra Shah was appointed as the Chief Financial Officer of the Company effective from 18/07/2017.

• Ms. Bijal Nareshbhai Thakkar, a member of Institute of Company Secretaries of India appointed as the Company Secretary and Compliance Officer of the Company effective from 03/11/2017.

III. CESSATIONS:

• Mr. Pratik Ashokbhai Patel resigned as a company secretary and compliance officer of the company effective from 03/11/2017.

IV. Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association, Mr. Dakshesh Jayantilal Patel (DIN-07859419) 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 01st 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

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. 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 Non Executive Independent Director Chairman 3 1
Mrs.Sheela Kirtankumar Roy Non Executive Independent Director Member 3 3
Mr.Saurin Jagdish Bhai Parikh Managing Director Member 3 3

The Company Secretary acts as Secretary to the Audit Committee and no personnel has been denied access to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder queries. The scope and function of the Audit Committee and its terms of reference shall include the following:

A. Tenure:

The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.

B. Meetings of the Committee:

The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two Independent members at each meeting.

C. Role and Powers:

The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI Listing Regulation, 2015 and Companies Act, 2013 shall be as under:

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

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

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 and auditors report thereon before submission to the board for approval;

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

• matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

• changes, if any, in accounting policies and practices and reasons for the same;

• major accounting entries involving estimates based on the exercise of judgment by management;

• significant adjustments made in the financial statements arising out of audit findings;

• compliance with listing and other legal requirements relating to financial statements;

• disclosure of any related party transactions;

• modified opinion(s) in the draft audit report;

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

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

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

9. Scrutiny of inter-corporate loans and investments;

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

11. Valuation of internal financial controls 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 function, 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 of any significant findings and follow up there on;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

16. Discussing with the 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. 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;

18. Discussion 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;

19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

20. 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;

21. To review the functioning of the whistle blower mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and;

23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI Listing Regulations 2015.

Further, the Audit Committee shall mandatorily review the following:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee),submitted by management;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the chief internal auditor

f) Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).

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.

Three meetings were held during the year 2017-18 on 05/09/2017, 14/11/2017 and 20/03/2018.

13. 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 Number of meetings held Number of meetings attended
Mr.Mahendrabhai Gulabdas Patel Non Executive Independent Director Chairman 1 1
Mr.Sandip Ashwinbhai Parikh Non Executive Independent Director Member 1 1
Mr.Dakshesh Jayantilal Patel Non Executive Director Member 1 1

The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee. The scope and function of the Committee and its terms of reference shall include the following:

A. Tenure:

The Nomination and Remuneration 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 arises for review of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders queries; however, it shall be up to the chairperson to decide who shall answer the queries.

C. Role of Terms of Reference:

• Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board for their appointment and removal and shall carry out evaluation of every directors performance;

• Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees;

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• 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;

• Determine our Companys policy on specific remuneration package for the Managing Director / Executive

• Director including pension rights;

• Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;

• Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

• Decide the amount of Commission payable to the Whole time Directors;

• Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and

• To formulate and administer the Employee Stock Option Scheme.

One meeting was held during the year 2017-18 on 03/11/2017.

14. 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 Number of meetings held Number of meetings attended
Mrs.Sheela Kirtankumar Roy Non Executive Independent Director Chairman 4 4
Mr.Mahendrabhai Gulabdas Patel Non Executive Independent Director Member 4 4
Mr.Tushar Rameshchandra Trivedi Whole Time Director Member 4 4

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

A. Tenure:

The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by the Board.

B. Meetings:

The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum shall be two members present.

C. Terms of Reference: Redressal of shareholders and investors complaints, including and in respect of:

• Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

• Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

• Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of Shareholders /Investors grievances.

• Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

• Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

• Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

• 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, and

• Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

Four meetings were held during the year 2017-18 on 11/09/2017, 05/12/2017, 18/01/2018 and 12/03/2018.

15. 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.

The Corporate Social Responsibility Committee comprises the following:

Name Category Position Number of meetings held Number of meetings attended
Mr.Saurin Jagdish Bhai Parikh Managing Director Chairman 2 2
Mrs.Sheela Kirtankumar Roy Non Executive Independent Director Member 2 2
Mr.Tushar Rameshchandra Trivedi Whole Time Director Member 2 2

meetings were held during the year 2017-18 on 07/10/2017 and 20/03/2018.

During the year the provisions of Corporate Social Responsibility (CSR) are not applicable to the Company. But the Company has made CSR expenses which is given as under.

(a) Total amount spent for the financial year: Rs. 22,27,126/-

(b) Amount unspent, if any: NIL

(c) Manner in which the amount spent during the financial year is detailed below:

CSR project or activity Identified. Sector in which the Project is covered Projects or programs 1)Local area or other 2)Specify the State and district where projects or programs were undertaken Amount outlay (budget) Project or programs wise Amount spenton the Projects or programs Sub-heads: (1)Direct expenditure on projects or Programs. (2)Overheads: Cumulative expenditure up to the reporting period Amount spent Direct or through imple- menting agency
1. Cancer Awareness Promoting Health Care The Company has carried out Cancer Awareness Programme in the nearby area of its works situated at Balasar in the state of Gujarat, India No Rs.22,27,126 Rs.22,27,126 Through Human Wellness Foundation

16. Compliance Officer

The Company Secretary & Compliance Officer of the Company Mr. Pratik Ashokbhai Patel has tendered his resignation from the post of Company Secretary and Compliance Officer of the company from 03rd November, 2017.

Ms. Bijal Nareshbhai Thakkar, is appointed as Company Secretary & Compliance Officer of the Company w.e.f 03rd November, 2017.

17. 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.

18. 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.

19. 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 of courts or tribunals impacting the going concerns status and Companys operations in future.

20. Auditors

1. Statutory Auditors

M/s. Mahendra N. Shah & Co., Chartered Accountants, appointed as first auditor of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. The Board of Directors of Company has recommended their appointment as statutory auditor of the company for a period of 5 (Five) years i.e. from 1st Annual General Meeting to 6th Annual General Meeting of the Company 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.

The consent of Mahendra N. Shah & Co., Chartered Accountants along with the certificate under Section 139 of the Act has been obtained to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of the Auditors of the Company. 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

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

3. Secretarial Auditor

M/s. Vishwas Sharma & Associates, Practicing Company Secretaries, Ahmedabad were appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. 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-B".

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.

21. Personnel

The information required under Section 197 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-C". 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-D" 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 E" 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. 12,24,30,038/-

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 F" 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 in place adequate internal financial controls with reference to financial statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements.

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, 2018, 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

Your Directors are pleased to inform you that in the financial year 2017-18 the Company has issued and allotted 27,84,000 Equity shares of Rs.10/- each at price of Rs, 75/-per share (including premium of Rs.65/- per share) to public through Initial Public offer (IPO) and its equity shares were listed on SME platform of NSE (NSE Emerge) on 08/09/2017.

As on date of this report, the 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 2018-19.

29. 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.

30. Acknowledgement

The Directors place on record their sincere thanks to the Bankers, Business associates, consultants, customers, and employees for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors
Date : 02/08/2018 Saurin Jagdish Bhai Parikh
Place : Ahmedabad Chairman & Managing Director
(DIN: 02136530)