Vishal Fabrics Ltd Directors Report.

To,

The Members

Your Directors are pleased to present the 32nd Annual Report along with Audited Financial Statements for the financial year ended 31st March, 2017.

1. FINANCIAL HIGHLIGHTS (Rs. in Lacs)

PARTICULARS 2016-17 2015-16
Net revenue from operations 37363.63 27357.80
Profit Before Depreciation & Tax 2477.70 2123.60
Less : Depreciation 626.39 343.94
Profit Before Tax 1852.62 1780.97
Less : Provision for Taxation (Including Deferred Tax) 798.82 354.78
Profit After Tax 1053.80 1426.19
Earnings per share (in Rs.) 8.00 10.83

2. STATE OF COMPANYS AFFAIRS AND PERFORMANCE

During the year under review, your Company has achieved a turnover of Rs. 37,363.63/- lacs as compared to a turnover of Rs. 27,357.80/- lacs over the previous financial year which shows increase of 36.57%. The profit before depreciation and tax increased by 16.67% to Rs. 2,477.70/- lacs as compared to Rs. 2,123.60/- lacs in the financial year 2015-16. The profit after tax stood at Rs. 1,053.80/- lacs against Rs. 1,426.19/-lacs in the previous year, which represents decline of 26% which is due to increase in depreciation from Rs. 343.94/- lacs in the financial year 2015-16 to Rs. 626.39/- lacs in the financial year 2016-17.

3. DIVIDEND

The Board of Directors has not recommended any dividend during the year under review and accordingly the Company was not required to transfer any amount to the Investor Education and Protection Fund.

4. TRANSFERS TO RESERVES

During the financial year under review, the Company was not required to transfer any amount to any reserves.

5. CHANGE IN CAPITAL STRUCTURE

During the year under review, the authorized share capital of the Company was increased from Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) equity shares of Rs. 10/- (Rupees Ten) each to 25,00,00,000/- (Rupees Twenty Five Crore Only) by addition of 50,00,000 (Fifty Lac) equity shares of Rs. 10/- (Rupees Ten) each to meet the eventualities such as augmenting resources, issue of shares etc.

The paid-up equity share capital of the Company as on 31st March, 2017 was Rs. 1317.40/- lacs.

During the year under review, the Company came up with a Rights Issue of Rs. 8782.67/- lakhs consisting of 87,82,667 equity shares at a price Rs. 100/- (including premium of Rs. 90/- per equity share). The basis of the issue was in the ratio of 2 rights shares for every 3 fully paid up equity shares held by the equity shareholders as on the Record Date which was 03rd March, 2017.The issue opening date was 16th March, 2017 and closed on 30th March, 2017. The issue was subscribed fully. The allotment of shares took place on 07th April, 2017 and the shares got listed on BSE Ltd. on 11th April, 2017 & trading approval from BSE Ltd. was received on 12th Ap pril, 2017.

6. SUBSIDIARY COMPANY

The Company has no subsidiaries.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

8. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT - 9 is annexed herewith as Annexure-I to this Report.

9. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the act and the regulations. There are no material significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Act in the form AOC-2 is annexed herewith as Annexure-II to this report.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of repetitive nature.

10. CREDIT RATING

The Credit Rating of your Company is strengthened. It is BWR BBB (pronounced Trible B) for long term facilities and BWR A3+ (pronounced A Three Plus) for short term bank loan facilities respectively. The said ratings are being provided by Brickwork Ratings India Pvt. Ltd.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS, COMPOSITION & CATEGORY

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. The Board comprises of 5 (five) Directors, out of which 2 (two) are Executive Non Independent Directors and 3 (three) are Non-Executive Independent Directors. The Composition of the Board is in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Following is the composition of the Board of Directors as on 31st March, 2017:

Attendance
Sr. No. Name Category Board Last AGM Directorship in other Public Companies*
1. Mr. Jyotiprasad Chiripal DIN: 00155695 Managing Director (Executive) 5 Yes 5
2. Mr. Amit Kadmawala DIN: 07016454 Whole Time Director (Executive) 5 Yes NIL
3. Mr. Arakhita Khandual** DIN: 00055601 Independent Director (Non-Executive) 5 Yes NIL
4. Mrs. Dhara Shah DIN: 06983857 Independent Director (Non-Executive) 5 Yes NIL
5. Mr. Shubhankar Jha DIN:07208823 Independent Director (Non-Executive) 5 Yes NIL

*The Directorship(s) held by Directors as mentioned above, does not include Alternate Directorships,

Companies registered under Section 25 of the Companies Act, 1659 /Section 8 of the Companies Act, 2013 and Private Limited Companies.

* *expired on 22nd March, 2017

• During the year under review, the following changes occurred in the Board of Directors:

Mr. Arakhita Khandual (DIN: 00055601), Independent Director of the Company expired on 22nd March, 2017.

Mr. Chitranjan Ajaib Singh (DIN: 07300731) was appointed as Additional Director of the Company in the category of Non - Executive Independent w.e.f. 30th May, 2017 and it is proposed to appoint him as Independent Director at the ensuing AGM for a period of five years w.e.f. 30th May, 2017.

Mr. Brijmohan D. Chiripal (DIN: 00290426) was appointed as Managing Director w.e.f. 01st June, 2017 subject to the approval of shareholders at the ensuing AGM.

Mr. Jyotiprasad D. Chiripal (DIN: 00155695), Managing Director of the Company resigned from the directorship w.e.f. 31st May, 2017.

RETIRE BY ROTATION

Mr. Amit Kadmawala (DIN: 07016454), was appointed as Additional Director w.e.f 13th November, 2014. Further, he was appointed as Whole-time Director for a period of 5 years w.e.f. 13th November, 2014 in the Annual General Meeting held on 28th September, 2015. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Amit Kadmawala, Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

KEY MANAGERIAL PERSONNEL (KMP)

• Ms. Poonam Pabla, Company Secretary & Compliance Officer resigned w.e.f. 23rd July, 2016.

• Ms. Tanushree Dave was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 23rd August, 2016.

12. NUMBER OF BOARD MEETINGS

The Board meets once in every quarter to review the quarterly financial results and other items of the agenda and if necessary, additional meetings are held as and w en required. The intervening gap between the meetings was within the period prescribed under SEBI (LODR) Regulations, 2015 & Companies Act, 2013. The agenda is circulated well in advance to the Board members. The items in the agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. During the year under review, 5 (five) Board Meetings were held on 23rd May 2016, 23rd August, 2016, 29th September, 2016, 10th November, 2016 and 07th March, 2017 respectively.

13. BOARD COMMITTEES

The Board has following four Committees:

• Audit Committee;

• Nomination & Remuneration Committee;

• Stakeholders Relationship Committee; &

• Corporate Social Responsibility (CSR) Committee

A. AUDIT COMMITTEE

Audit Committee Composition:

The composition and terms of reference of the Audit Committee is in compliance with Section 177 of the Companies Act, 2013 and with Regulation 18 of the Listing Regulations, 2015. The Audit Committee of the Company comprises of 4 members out of which 3 members are Non-Executive-Independent Directors. Mr. Arakhita Khandual, an Independent Director, was the Chairman of the Committee. The Committee members have requisite knowledge in the fields of Finance, Accounts and Company Law. The Audit Committee met 4 times during the year. The representatives of Internal and Statutory Auditors are invitees to Audit Committee meetings and the Company Secretary acts as the Secretary of the Audit Committee.

Constitution of the Audit Committee is as under:

Sr. No. Name of the Member Designation
1. Mr. Arakhita Khandual* Chairman/Independent, Non -Executive
2. Mr. Shubhankar Jha Member/Independent, Non-Executive
3. Mr. Jyotiprasad Chiripal Member/Managing Director, Executive
4. Mrs. Dhara Shah Member/Independent, Non-Executive

nd

*Expired on 22 March, 2017

• The scope of activities of Audit Committee broadly include to review reports of the Internal Auditors and to discuss the same with them periodically, to meet Statutory Auditors to discuss their findings / suggestions, to review weaknesses in internal controls reported by Internal and Statutory Auditors, to review financial reporting systems and internal control systems, to review quarterly / half yearly / annual financial results and other matters.

Terms of Reference of the Audit Committee inter alia include the following:

The recommendation for appointment, remuneration and terms of appointment of auditors of the company; I. Review and monitor the auditors independence and performance, and effectiveness of audit process; II. Examination of the financial statement and the auditors report thereon; III. Approval or any subsequent modification of transactions of the company with related parties; IV. Scrutiny of inter-corporate loans and investments; V. Valuation of undertakings or assets of the company, wherever it is necessary; VI. Evaluation of internal financial controls and risk management systems; VII. Monitoring the end use of funds raised through public offers and related matters; VIII. The role of Audit Committee shall inter alia include the roles as prescribed in Regulation 18 of the Listing Regulations.

B. NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee Composition:

The composition and terms of reference of the Committee is in compliance with the Section 178 of the Companies Act, 2013 and with Regulation 19 of the Listing Regulations, 2015. The Committee consists of 3 Directors all of whom are Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director. During the year under review, the Committee met 1 (One) time only.

Constitution of the Nomination and Remuneration Committee is as under:

Sr. No. Name of the Member Designation
1. Mrs. Dhara Shah Chairman/ Independent, Non-Executive
2. Mr. Arakhita Khandual* Member/Independent, Non-Executive
3. Mr. Shubhankar Jha Member/Independent, Non-Executive

*Expired on 22nd March, 2017

Terms of Reference:

Terms of reference of the Committee, includes considering the matters relating to the Companys policies on remuneration payable and determining the package to the Managing Director and Executive Director, commission to be paid to the Directors and other matters specified in Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Company has adopted this policy on appointment and remuneration of directors, Key Managerial personnel, and senior management as required by the Section 178 of the Companies Act, 2013. The purpose of this policy is to establish the process for: a. To fix qualification, terms and conditions of the person who are qualified to become a Director (Executive and Non-Executi e) and persons who may be appointed in Senior Management and Key Managerial positions. b. To determine remuneration based on designation, experience and financial position of the Company, industry trends and practices on remuneration prevailing in peer companies. c. To carry out evaluation of the performance of Directors, as well as Key Managerial personnel and Senior Management Personnel. d. To provide reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations. e. The remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. f. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Remuneration Policy for Executive and Non-Executive and Independent Directors are as follows:

a. Executive Directors: The remuneration payable to executive directors shall be paid in consultation with the Nomination & Remuneration Committee who decides the remuneration structure for Executive Directors by considering the financial position of the Company, qualification, experience of the directors, trend in the industry, past performance, past remuneration and limits prescribed for remuneration of Executive Directors i.e 10 % of net profit of the Company calculated in the manner prescribed under the Companies Act and subject to necessary approvals thereunder. Nomination & Remuneration Committee ensures that remuneration if any payable to executive directors does not exceeds the prescribed limits.

b. Non-Executive and Independent Directors:

The Non-Executive and Independent Directors of the Company may be paid remuneration periodically or may be paid commission within the overall limit of 1% of the Net Profit of the Company calculated in the manner prescribed under the Companies Act and subject to necessary approvals thereunder. In addition to commission if any, Non-Executive Directors are paid sitting fees and actual reimbursement of expenses incurred for attending each meeting of the Board and Committees. The Nomination & Remuneration Committee ensures that if any such commission payable should not exceed the prescribed limits under the Companies Act.

c. Remuneration to Directors

The remuneration paid to the Managing Director, is as approved by the shareholders in the Extra – Ordinary General Meeting held on 08th April, 2014 for a period of 5 (Five) years, from 4th April, 2014 to 3rd April, 2019. Further, the remuneration was fixed to Rs. 36.00 lacs per annum as approved by the shareholders in the Annual General Meeting held on 28th September, 2015 for the remainder of duration of his appointment as Managing Director up to April 03, 2019.

Details of Remuneration paid to the Directors during the Financial Year 2016-17 is as follows: (Rs in lacs)

Sr. No. Name of Directors Salaries and Perquisites Sitting Fees Commission No. of Shares held
(Rs.) (Rs.) (Rs.)
1. Mr. Jyotiprasad Chiripal* 36.00 - - -
2. Mr. Amit Kadmawala 5.58 - - -
3. Mr. Arakhita Khandual - 0.60 - -
4. Mr. Shubhankar Jha 0.80 - -
5. Mrs. Dhara Shah - 0.40 - -

*Mr. Jyotiprasad Chiripal, Managing Director (up to 31st May, 2017) did not held any shares of the Company as on 31st March, 2017.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of the Committee is in compliance with the Section 178 of the Companies Act, 2013 and with Regulation 20 of the Listing Regulations, 2015. The Committee consists of 3 Directors all of whom are Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director. During the year under review, the Committee met 4 (Four) times. The Stakeholders Relationship Committee inter-alia deals with all matters relating to Stakeholders/Investors Grievance and its redressal and others as specified in the Listing Regulations, 2015. During the year ended 31st March, 2017, no Shareholders Complaints were received by the Company. For effective and efficient grievance management, the Company has dedicated email id: tanushree.dave@chiripalgroup.com to resolve the grievances of the investors.

Constitution of the Stakeholders Relationship Committee is as under:

Sr. No. Name of the Member Designation
1. Mr. Arakhita Khandual* Chairman/ Independent, Non-Executive
2. Mrs. Dhara Shah Member/Independent, Non-Executive
3. Mr. Shubhankar Jha Member/Independent, Non-Executive

*Expired on 22nd March, 2017

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company believes in the well-being of the society at large. As a social corporate citizen, it has always believed in the philosophy of "Think of others also when you think about yourself". Over past many years, the Company has contributed to the society in the field of education & knowledge enhancement and social care & concern. In line with the provisions of the Companies Act, 2013 and Rules made thereunder, a Corporate Social Responsibility Committee has been formed on 28th May, 2015 by he Board of Directors. During F.Y. 2016-17, an amount of Rs. 112.5 lacs was spent towards the CSR activities.

14. RECONSTITUTION OF THE COMMITTEES

The committees of the Board were re-constituted on 30th May, 2017 in the following manner:

AUDIT COMMITTEE

Sr. No. Name of the Member Designation
1. Mr. Chitranjan Singh Chairman/ Independent, Non-Executive
2. Mr. Brijmohan D. Chiripal Member/ Non -Independent, Executive
3. Mr. Shubhankar Jha Member/ Independent, Non-Executive
4. Mrs. Dhara Shah Member/ Independent, Non-Executive

NOMINATION AND REMUNERATION COMMITTEE

Sr. No. Name of the Member Designation
1. Mrs. Dhara Shah Chairman/ Independent, Non-Executive
2. Mr. Shubhankar Jha Member/ Independent, Non-Executive
3. Mr. Chitranjan Singh Member/ Independent, Non-Executive

STAKEHOLDERS RELATIONSHIP COMMITTEE

Sr. No. Name of the Member Designation
1. Mr. Chitranjan Singh Chairman/ Independent, Non-Executive
2. Mr. Shubhankar Jha Member/ Independent, Non-Executive
3. Mrs. Dhara Shah Member/ Independent, Non-Executive

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

S. No. Name of Director Designation
1. Mr. Brijmohan D. Chiripal Chairman/ Independent, Non-Executive
2. Mr. Chitranjan Singh Member/ Independent, Non-Executive
3. Mr. Amit Kadmawala Member/ Non -Independent, Executive
4. Mrs. Dhara Shah Member/ Independent, Non-Executive

15. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 07th March, 2017, inter alia, to discuss:

• Review of the performance of Non-independent Directors and the Board of Directors as a whole.

• Review of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-executive directors.

• Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All Independent Directors were present at the meeting.

16. DECLARATION FROM INDEPENDENT DIRECTORS

Your Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Section 149(6) of Companies Act, 2013 read with Rules made thereunder and as per the Listing Regulations, 2015.

17. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Companys business. The Company did not have any pecuniary relationship or transactions with Non-Executive Directors during the year ended 31st March, 2017 except for payment of sitting fees.

18. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTORS / WHOLE - TIME DIRECTORS

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

19. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

20. AUDITORS AND AUDITORS REPORT A. STATUTORY AUDITORS

M/s. Anil S. Shah & Co., Chartered Accountants, (FRN: 100474W) Statutory Auditors of the Company retire at the ensuing Annual General Meeting.

The Statutory Auditors have completed the maximum tenure to serve as the Statutory Auditors according to provisions of the Companies Act, 2013. Hence, the Statutory Auditors need to be rotated at the 32nd Annual General Meeting of the Company. Accordingly, the Board hereby recommends the appointment of M/s. Nahta Jain and Associates, Chartered Accountants (FRN: 106801W), as Statutory Auditors of the Company to hold the office from the close of the 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting subject to their appointment being ratified by the shareholders in every Annual General Meeting. The appointment, if made, would be within the prescribed limits under the Act and they are not disqualified for appointment.

The Auditors Report for F.Y. 2016-17 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Jatin Kapadia, Practicing Company Secretary, (M.No.: 26725) to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report is annexed herewith as Annex re-III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

C. COST AUDITORS

In accordance with the provisions of Section 148 of the Act and rules made thereunder, the Board of Directors of the Company have appointed M/s. A.G. Tulsian and Co., Cost Accountants (FRN: 100629) as the Cost Auditor of the Company for the financial year 2016-17.

The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended 31st March, 2017 and the same will be submitted to the Central Government in due course.

The Board has re-appointed M/s. A.G. Tulsian and Co., Cost Accountants (FRN: 100629) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 2017-18. The payment of remuneration to Cost Auditor requires the approval/ratification of the members of the Company and necessary resolution in this regard, has been included in the notice convening 32nd AGM of the Company.

D. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the act and rules made thereunder, the Board of Directors of the Company have appointed M/s. Jhaveri Shah & Co., Chartered Accountants, (FRN: 127390W) as Internal Auditor to conduct the Internal Audit of the Company for the F.Y. 2016-17.

21. CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Board Members and the Senior Management personnel have affirmed compliance with the code for the year 2016 - 17. The said Code of Conduct has been posted on the website of the Company. A declaration to this effect, is annexed and forms part of this report.

22. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies: a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year; b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it also does not form part of the Annual Report for the Financial Year 2016-17.

23. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its employees and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The same is avail ble on the Companys website http://vishalfabricsltd.com.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the Policy is posted on the Companys website http://vishalfabricsltd.com.

25. RISK MANAGEMENT POLICY

In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal), ACT 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17:

• No. of Complaints received: NIL

• No. of Complaints disposed off: NIL

27. PUBLIC DEPOSITS

Your company has not accepted any Deposits from the public during the year under review.

28. INTERNAL CONTROL SYSTEM

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

29. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 as at 31st March, 2016 and of the profit of the company for the year under review;

(iii) that 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;

(iv) that the Directors have prepared the accounts for the financial year on going concern basis;

(v) the Directors have laid down internal financial controls, which are adequate and were operating effectively.

(vi) 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.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in the Annexure-IV to this report.

31. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-V to this Report.

32. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report.

33. INSURANCE

All assets of the company including inventories, building, plant and machineries are adequately insured.

34. LISTING OF SHARES

Your Companys shares are listed at BSE Limited and the listing fee for the year 2017-18 has been duly paid.

35. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, customers, business associates and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, employees, staff and workers of the Company.

For and on behalf of the Board
Brijmohan D. Chiripal Amit Kadmawala
Date: August 24, 2017 Managing Director Whole-time Director
Place: Ahmedabad DIN: 00290426 DIN: 07016454