Welcon International Ltd Directors Report.

Dear Shareholders,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2018.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

(In Lakhs)

Particulars Financial Year 2017-18 Financial Year 2016-17
Total Income 915.27 1191.56
Total Expenditure 805.92 1169.42
Profit/(Loss) before Taxation 109.35 22.13
Profit/ (Loss) after Taxation 79.49 16.12

2. REVIEW OF OPERATION:

The Company has made profit of Rs. 79.49 Lakhs during the financial year 2017-18. Your Director expects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Company has no such employees.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

7. RELATED PARTY TRANSACTIONS:

The details relating to related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure in Form AOC-2 and the same forms part of this report. ANNEXURE A.

8. NUMBER OF MEETINGS:

The Board has met Six times during the financial year, the details of which are as under:

30th May 2017, 17th August 2017, 14th September 2017, 12th October 2017, 13th December 2017, 13th February 2018. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

9. COMPOSITION OF COMMITTEES:

During the F.Y 2017-18, four Audit Committee Meetings, four Stakeholder Grievance Committee Meetings, and One Nomination and Remuneration Committee Meeting were held and the Composition as on 31.03.2018 is as below

AUDIT COMMITTEE
Mrs.Vidhi Shambwani* Chairman & Independent Director
Mr. Jaymin Modi Member & Independent Director
Mr. Mahesh Raut Member & Managing Director

*Appointed w.e.f 12/10/2017

STAKEHOLDER GRIEVANCE COMMITTEE
Mrs.Vidhi Shambwani** Chairman & Independent Director
Mr. Jaymin Modi Member & Independent Director
Mr. Mahesh Raut Member & Managing Director
NOMINATION AND REMUNERATION COMMITTEE
Mrs.Vidhi Shambwani** Chairman & Independent Director
Mr. Jaymin Modi Member & Independent Director
Mr. Mohil Khetani Member & Non-Executive Director

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, and Stakeholders Relationship Committees.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. RE-- -APPOINTMENT OF DIRECTOR:

Mr. Mahesh Raut who retires by rotation being eligible offers himself for re-appointment at the ensuing Annual General meeting.

B. INDEPENDENT DIRECTORS:

Independent Directors on your Companys Board have submitted declarations of independence to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors Report.

C. APPOINTMENT & RESIGNATION OF DIRECTORS:

No new Directors were appointed during the financial year 2017-18. Mr. Mukesh Desai Resigned from the Board during the FY 2017-18 w.e.f. 12.10.2017.

D. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under (i) Mr. Mahesh Raut – Managing Director (ii) Ms. Neelam Tekwani – Company Secretary & Compliance Officer (iii) Mr. Mohil Khetani – Chief Financial Officer

12. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable.

13. DIRECTOR S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2017 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has 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 or loss of the Company for the year review.

c) that the Directors had 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, and

d) The Directors had prepared the accounts for the financial year ended 31st March, 2017 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has not entered into any or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 including Rules made there under and therefore Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is not appended herewith.

15. AUDITORS & AUDITORS REPORT:

The Board of Directors has appointed M/s. Koshal & Associates, Chartered Accountants, (Membership No- 043746) as the Statutory Auditors of the Company for a term of five years, in 22nd AGM to hold office till the conclusion of the 27th AGM to be held in the calendar year 2022 subject to ratification by members at every Annual General Meeting of the Company, if so required under the Law.

The Ministry of Corporate Affairs have, vide its Commencement Notification dated 7th May 2018, inter alia, notified the commencement of section 40 of the Companies (Amendment) Act, 2017, which omitted the proviso to sub-section (1) of section 139 of the Companies Act, 2013, mandating the requirement of annual ratification for Auditors appointment by the Members at every Annual General Meeting.

In appreciation of the commendable performance by the Auditors during the year the Board has decided, to discontinue the practice of obtaining annual ratification of the shareholders for appointment of Statutory Auditors.

The Auditors Report for the fiscal 2018 does not contain any qualification, reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, as amended, no fraud has been reported by the Auditors of the Company where they have reasons to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company.

16. INTERNAL AUDITORS :

The Company has re-appointed Mr. Ashvin Thumar, Chartered Accountants, and Mumbai, as internal auditor of the Company for financial year 2018-19.

17. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE

REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

18. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed Mrs. Urmila Bohra, Company Secretary as Secretarial Auditor of the Company for the financial Year 2017-18.The Secretarial Audit Report forms part of the Annual report as Annexure to the Boards Report.

The Copy of Secretarial Audit Report for the Financial Year 2017-18 issued by Mrs. Urmila Bohra, Company Secretary in Practice has been attached and marked as Annexure B. The Secretarial Auditors Report for the fiscal 2018 does not contain any major qualification, reservation or adverse remark.

19. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure to the Board Report. ANNEXURE C.

20. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk management and has adequate risk management procedures, which are based upon business environment, operational controls and compliance procedures.

The risk assessment is not limited to threat analysis, but also identifies potential opportunities. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

21.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loan, guarantee and investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the financial statements.

22. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company has in place a vigil mechanism for Directors and employees to report instances and concerns about unethical behavior, actual or suspected fraud or violation of your Companys Code of Conduct. Adequate safeguards are provided against victimization to those who avail the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases is provided to them.

23. STOCK EXCHANGES:

The Companys shares are listed on the following Stock Exchanges:

(i) The Ahmedabad Stock Exchange Limited. (ii) Bombay Stock Exchange Limited (BSE Ltd.)

24. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, report on Corporate Governance is not applicable as the Company is not falling within the prescribed ambit as mentioned there in hence it is not applicable to the Company.

25. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The details forming part of Management Discussion and Analysis Report is annexed herewith as Annexure to the Board Report. ANNEXURE D

26. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support

For and On Behalf of the Board

For SINNER ENERGY INDIA LTD

Sd/- Mahesh Raut Managing Director DIN: 00036179

Place: Mumbai Date: 11.08.2018