You are here » Home » Companies » Company Overview » Art Nirman Ltd

Art Nirman Ltd.

BSE: 538384 Sector: Infrastructure
NSE: ARTNIRMAN ISIN Code: INE738V01013
BSE 05:30 | 01 Jan Art Nirman Ltd
NSE 05:30 | 01 Jan Art Nirman Ltd

Art Nirman Ltd. (ARTNIRMAN) - Director Report

Company director report

Dear Members

Your D irectors tak e p leasure in presenting th e 6th Annual R eport s inceIncorporation and 1st Annual R eport af ter I nitial Pu blic O ffer al ong with A udited F inancial S tatements of y our Company for the financial year ended 31stMarch 2017. The Board of Directors feel pleasure and is very much thankful to all thestakeholders of the company who have shown their trust and interest in subscribing to theInitial Public Offer of the Company.

State of Company's affairs:

• Company has completed construction of its own Scheme "Shree VishnudharaCross Roads" a 2 & 3 B HK Luxurious Apartments and shops at G ota S G HighwayAhmedabad during the year which consist of 154 Residential Flats and 2 5 Commercial Shops.Almost all the flats and s hops h ave b een sold o ut. C ompany tak es p ride f or its tremendous r esponse d uring short term even during competitive real estate market.

• Company h as l aunched another Residential and Commercial S cheme on th e n ameo f "Shree V ishnudhara G ardens" near G ota at A hmedabad. 4 5% of th e construction w ork is already completed and the rests is under construction. The plan ofthe scheme consists of 350 Residential Flats and 117 Commercial Shops. Estimated projectCost of the Scheme is INR 150 Crore. Company expects to complete the construction of theScheme by the end of FY 2017-18.

• During th e y ear th e c ompany h as ent ered in to W ork C ontract A greementw ith D hara Devlopers relating to project "Vishnudhara Homes" from whichcompany has gained revenue of INR 13.27 Crores during the year.

• During the year the company has got works contract from Art Club Private Limitedfor Club Babylon and the construction and development expenses incurred during the yearhas been shown as Construction work in p rogress "Club Babylon" for which workscontract receipts will accrue to the Company from the financial year 2 017-18 as per theagreement entered into between the Company and Art Club Private Limited.

• The company has entered into a Tri-Partite agreement with the Director Ms.Dharmishtaben Thakkar who is owner of the land and with Art Club Private Limited. As perthe Tri-Partite agreement th e c ompany h as to b uild and develop F irst C lub F acilityinfrastructure on th e said land to be used by Art Club Pvt. Ltd. for a period of fiveyears. The Art Club Pvt. Ltd. has to provide interest free security deposit to thecompany. As per the terms of the agreement after a period of five years from the date ofexecution of Tri-Partite agreement the company will handover the First Club Facilityinfrastructure to the land owner Smt. Dharmishtaben Thakkar on as it is and where it is basis and the company will refund the interest free security deposit to Art Club Pvt. Ltd.It is further agreed that the company will charge rent of the First Club infrastructurefor a p eriod of four years starting from financial year 2017-18 from Art Club Pvt. Ltd.at INR 225000/- per month.

Summary of Financial Results

During the year under review your Company has achieved total net sales of INR 2571.06lakhs and achieved N et Profit After Tax (NP) of INR 36.50 Lakhs. The aggregate revenue ofthe C ompany increased m arginally by 1.28% c ompared to PY 2015 16. However th e ProfitBefore Tax of t he Company decreased by 4.74% due to increased cost of construction. TheDirectors of the Company are hopeful to gain good returns in th e years to come from it'sunder construction scheme "Shree Vishnudhara G ardens" 2 & 3 B HK Apartments s howrooms S hops and o ffices Residential and Commercial scheme at GotaAhmedabad.

The highlights of financial figures for the year 2016-17 in comparative format are asunder:

(Standalone) (INR in Lakhs)

Particulars for the year ended March 31 2017 March 31 2016
Net revenue from Operations 2596.63 2563.76
Profit Before Depreciation and Tax 103.40 82.05
Less: Depreciation 34.18 9.39
Profit Before Tax 69.21 72.66
Less: Provision for Taxation (including deferred tax) 14.28 19.87
Profit After Tax 36.50 51.19
EPS (Basic) 0.48 14.71
EPS (Diluted) 0.48 14.71

Dividend

Your Board of Directors feel that it is prudent to plough back the profits of theCompany for future growth of the Company and therefore do not recommend any dividend forthe year ended March 31 2017.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since th ere w as no u npaid/unclaimed d ividend th e p rovision of S ection 1 25 ofth e Companies Act 2013 does not apply.

Change in the nature of business if any-

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

Reserves

During the year under review the Company has not transferred any amount to Reservesaccount. Subsidiary Joint Ventures and Associate Companies

The Company does not have any subsidiary Company. The Company does not have anyAssociate Company. The Company has not entered into any Joint Ventures Agreement duringthe year.

Consolidated Financial Statements

Company doesn't have any subsidiaries and hence company is not required to prepareconsolidated financial statement for the F. Y. 2016-17.

Public Deposit

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2 014 d uring the period under r eview. Hence the r equirement for f urnishing th e d etails o f deposits which are not in compliance withChapter V of the Act is not applicable.

Share Capital:

During the year under review the Company raised equity share capital two timesdetails whereof are as under:

- Allotment o f 1600000 E quity S hares of IN R 10/ - each at p remium of I NR 15/-per s hare aggregating to I NR 40000000/- (Rupees F our Crores only) by conversion ofoutstanding loan of D irector into E quity S hares of th e C ompany p ursuant to provisions of S ection 62(1)(C) of Companies Act 2013 on 07th September 2016.

- Allotment of 2004000 E quity S hares of IN R 10/ - each at p remium of I NR 15/-per s hare aggregating INR 50100000/- (Rupees Five Crores One lakh only) by allotmentof shares pursuant to Initial Public Offer on 14th October 2016.

Particulars of Loan Guarantees or Investment:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Particulars of Related Party Transaction:

During the year C ompany has entered in to related party transactions at A rm's lengthprice and disclosures in that regard have been made in Annexure A in prescribedformat AOC-2 and forms part of this report.

There are no contracts entered into by the Company which are "Not at Arm's Lengthbasis" and hence no disclosure in that regard is made.

Extract of the Annual Return

The extract of the Annual Return in prescribed MGT-9 pursuant to the provisions ofSection 92 read with R ule 12 of th e C ompanies ( Management and A dministration) R ules2 014 is f urnished in Annexure B and forms part of this report.

Directors and Key Management Personnel:

Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of ExecutiveNon-Executive and Independent Directors in compliance with provisions of Section 149 ofCompanies Act 2013. As on 31st March 2017 the Board of Company comprises of4(Four) Directors out of which 1 Director is Executive Promoter Director 1 W omenDirector is N on E xecutive Pr omoter D irector and 2 other Directors are Non ExecutiveIndependent Directors. The Chairman of the Board is an Executive Director.

The Boa rd of Directors d uly m et 11 times o n 01.04.2016 11.07.2016 04. 08.2016 03.09.2016 26.09.2016 10.10.2016 14.10.2016 21.12.2016 13. 01.2017 2 1.02.2017 a nd 28.03.2017 during the y ear. The C omposition c ategory and atte ndance o f eac h Director at th e B oard and A nnual General Meeting and Number of other Directorship andChairmanship / Membership of Committee of each director in various companies is as perTable 1 herein below mentioned.

Name of Director Designation Category No of Board Meetings held during the year No of Board Meetings attended during the year Attendance at the AGM
Ashokkumar Raghuram Thakker * Chairman & Managing Director Promoter 11 11 Yes
Dharmisthaben Ashokkumar Thakkar Non - Executive Director Promoter 11 11 Yes
Viral Deepakbhai Ranpura # Non Executive Director Independent 8 6 Yes
Krunal Kiritkumar Mistry ## Non Executive Director Independent 8 8 Yes

* Ashookumar Raghuram Thakker was appointed as a Managing Director w. e. f 03.09.2016.

# Viral Deepakbhai Ranpura was appointed as Independent Director w. e. f. 03.09.2016.

## Krunal Kiritkumar Mistry was appointed as Independent Director w. e. f. 03.09.2016. Appointment:

Mr. Ashokkumar Raghuram Thakker:

Mr. Ashookumar Raghuram Thakker is the Executive Promoter Director (DIN: 02842849) ofthe Company. H is d esignation w as c hanged to M anaging D irector of th e C ompany by the B oard o f Directors in their Board Meeting held on 03rd September 2016 andwas subsequently confirmed by the members of the Company in th eir Annual General Meetingheld on 07th September 2016 for a period of 5 years expiring on 06thSeptember 2021.

Mr. Viral Deepakbhai Ranpura:

During the year under review in accordance with the provisions of Section 149(1) and161(1) of the Companies Act 2 013 Mr. Viral Deepakbhai Ranpura (DIN: 0 7177208) wasappointed as Non Executive Independent - Additional Director by the Board of Directors ofthe Company in th eir Meeting held on 03rd September 2016 and their appointmentwas confirmed by the members of the Company in their Annual General Meeting held on 07thSeptember 2016.

Mr. Krunal Kiritkumar Mistry:

During the year under review in accordance with the provisions of Section 149(1) and161(1) of the C ompanies A ct 2 013 M r. K runal K iritkumar M istry (DIN: 07555458) w asap pointed as Non Executive Professional - Additional Director by the Board of Directorsof the Companyin their

Meeting h eld o n 04th August 2016 and subsequently their designation waschanged to Non E xecutive I ndependent D irector in th e B oard M eeting h eld o n 0 3rdSeptember 201 6. Appointment of Mr. Krunal Kiritkumar Mistry was confirmed by the membersof the Company in their Annual General Meeting held on 07th September 2016.

During the year none of the Directors of the Company have resigned from the Board.There are no Directors on the Board of Company whose term expires in the ensuing AnnualGeneral Meeting and hence no such approvals are required to be taken in that regard.

Directors whose term is liable to determination by retirement by rotation:

In accordance with the provisions of Companies Act 2013 and its Articles ofAssociation the term of Ms. Dharmishthaben Ashokkumar Thakkar holding DIN: 03423373being Non Executive Promoter Director is liable to retire by rotation and being eligibleoffers herself for reappointment as Director of the Company. Necessary resolution for herreappointment is placed before the members for their approval in Annual General Meeting.

Declaration from Independent Director

Pursuant to p rovisions of S ection 1 49(7) of C ompanies A ct 2 013 th e C ompany has r eceived necessary declarations from each of the Independent Director confirming thatthey meet the criteria of independence as prescribed under section 149(6) of the Act andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year under review the Independent Directors duly met on 02ndJanuary 2017 and all the Independent Directors were present at the meeting.

Policy on Directors' Appointment:

Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013 TheNomination and R emuneration C ommittee ( NRC) h as ap proved th e c riteria and p rocessf or id entification / appointment of Directors which are as under:

Criteria for Appointment:

The proposed Director shall meet all statutory requirements and should:

- Possess highest values ethics and integrity.

- Not have any direct or indirect conflict with business operations.

- Be willing to devote time and efforts.

- Have relevant experience.

- Have understanding about corporate functionality.

- Understand real value of stakeholders.

Process for identification of Directors / Appointment of Directors:

- Board M embers may s uggest any p otential p erson to the C hairman of the C ompanymeeting the above criteria. If the chairman deems fit recommendation will be made by himto NRC.

- Chairman himself can also recommend a person to NRC.

- NRC shall process and evaluate the proposal and shall submit their recommendation toBoard.

- Board shall consider such proposal on merit and decide suitably.

Criteria for Performance Evaluation:

The Board considered and approved criteria for performance evaluation of itself andthat of its committees and individual directors.

Criteria for Board Evaluation:

- Focus on strategic decisions.

- Qualitative discussion and processes.

Criteria for Committee Evaluation:

- Fulfillment of allotted responsibilities.

- Effectiveness of recommendation meetings.

Criteria for Independent and Non Independent Directors' evaluation:

- Contribution through their experience and expertise.

- Focus on Stakeholders' interest.

Manner of evaluation of Board Its Committees and Individual Directors:

The Evaluation of Board its Committees and Individual Directors was carried out as perprocess and criteria laid down by the Board of Directors based on the recommendation ofthe Nomination and Remuneration Committee.

The obtaining and consolidation of feedback from all Directors in this regards wascoordinated by the Chairman of Independent Directors' meeting for Board andNon-Independent Directors while the p rocess of ev aluation of th e Independent D irectorsw as c oordinated by th e C hairman of th e Company. B ased on th is C hairman of th e Company brief th e B oard and eac h of th e I ndividual Directors as applicable.

Remuneration Policy:

The Company has formulated a policy relating to the remuneration of the Directors KeyManagerial Personnel and other employees of the Company which is as under:

A) Components of Remuneration:

- Fixed Pay comprising Basic Salary HRA Car Allowance (applicable to General Managers& above employees) C onveyance A llowances / R eimbursement C ompany's c ontributionto Pr ovident Fund Superannuation Fund Gratuity etc.

- Variable Pay which is either in the form of: Commission to Managing Directors andCommission to Whole-time Directors

B) Annual Appraisal process:

- Annual A ppraisals ar e c onducted f ollowing w hich annu al inc rements and promotions in

deserving cases are decided once in a year based on:

- Employees self-assessment

- Assessment by Immediate Superior and

- Assessment by Head of Department

Annual Increment leading to an increase in Fixed Pay consists of Economic Rise based onAll India Consumer Price Index published by the Government of India or Internal Surveywherein inflation on commonly used items is calculated.

C) Remuneration of Independent Directors:

The Company has formulated a policy for the remuneration of Independent Directors asfollows:

- Reimbursement of Expenses incurred by Independent Directors for attending any meetingof the Board.

Chief Financial officer:

Mr. Kirtar Satubhai Munshi was appointed as Chief Financial Officer of the Company w.e. f. 03rd September 2016.

Company Secretary

Ms. Ziral Pankajkumar Soni a m ember of Institute of Company Secretaries of India wasappointed as Company Secretary of the Company w. e. f. 03rd September 2016.

Audit Committee

The A udit C ommittee of th e C ompany was d uly c onstituted on 0 7.09.2016 in compliance w ith requirements of SEBI (LODR) Regulations 2015 and provisions of Section 177of the Companies Act 2013 read with Rule 6 of the C ompanies (Meetings of the Board andits Powers) Rules 2 014 as amended from time to time. It adheres to the terms ofreference which is prepared in compliance with Section 177 of the Companies Act 2013 andSEBI (LODR) Regulations 2015. The Members of the Committee are:-

Name Category Position Number of meetings held Number of meetings attended
Krunal Kiritkumar Mistry Independent Chairman 4 4
Viral Deepakbhai Ranpura Independent Member 4 4
Ashokkumar Raghuram Thakker Promoter Member 4 4

Two third of the members of the Committee are Independent Directors and all the membersare financially literate. The composition role functions and powers of the AuditCommittee are in line with th e r equirements of ap plicable l aws a nd r egulations. T heA udit C ommittee s hall o versee

financial reporting process and d isclosures r eview f inancial s tatements inter nalau dit r eports related p arty tr ansactions f inancial and r isk m anagement p oliciesauditors q ualifications compliance w ith A ccounting S tandard etc . and o versee compliance w ith S tock E xchange and requirements concerning financial statements andfixation of legal audit fee as well as payment for other services etc.

4 (Four) Audit Committee meetings were held during the year 2016-17 at the RegisteredOffice of the 15.09.2016 12.11.2016 14.02.2017 28.03.2017. The Company Secretary acts asSecretary to the Audit Committee

Pursuant to provisions of Rule 7 of Companies (Meetings of Board and its Powers) Rules2014 Vigil Mechanism is b eing r eviewed b y th e A udit C ommittee d uly c onstituted. The p rovisions o f Regulation 22 of SEBI (LODR) Regulations 2015 are not applicable to theCompany as securities of the Company are listed on SME platform of Stock Exchange.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted on 07.09.2016 in accordancewith SEBI (LODR) Regulation 2015 and Section 178 of the Companies Act 2013 read with Rule6 of the Companies (Meetings of the Board and its Powers) Rules 2014 as amended from timeto time. The Company Secretary acts as the Secretary to the committee and the Members ofthe Committee are:

Name Category Position No. of meetings held No. of meetings attended
Krunal Kiritkumar Mistry Independent Chairman 2 2
Viral Deepakbhai Ranpura Independent Member 2 2
Dharmistha Ashokkumar Thakkar Promoter Member 2 2

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes ind ependence o f a Director and policy relating toremuneration of Directors Key managerial Per sonnel and o ther em ployees. The s aid policy is av ailable on th e w ebsite of th e Company.

Two meetings were held d uring th e y ear 2 016-17 at th e R egistered O ffice of th eC ompany o n 15.09.2016 and 28.03.2017.

Stakeholders Relationship Committee

The S takeholders R elationship C ommittee was c onstituted o n 07.09.2016 in compliance w ith provisions of section 178 of Companies Act 2013 and requirements ofRegulation 20 of SEBI (LODR)

Regulations 2 015. Company Secretary is the Compliance Officer who acts as theSecretary to the Committee and the Members of the Committee are:

Name Category Position Number of meetings held Number of meetings attended
Krunal Kiritkumar Mistry Independent Chairman 4 4
Viral Deepakbhai Ranpura Independent Member 4 4
Ashokkumar Raghuram Thakker Promoter Member 4 4

The Stakeholders Relationship Committee looks into shareholders' complaints related totransfer of shares non-receipts of balance sheet besides complaints from SEBI StockExchanges Court and various Investor Forums. 11 oversees the p erformance of theRegistrar and Transfer Agent and recommends measures for overall improvement in thequality of investor services. The Company is in compliance with the SCORES which wasinitiated by SEBI for processing the investor complaints in a centralized web basedredress system and online redressal of all the shareholders complaints.

Four meetings were held during the y ear 2016-17 at th e Registered O ffice of the Company on 15.09.2016 12.11.2016 14.02.2017 and 28.02.2017.

Compliance Officer

The C ompliance o fficer of th e C ompany is M s. Zir al Pank ajkumar S oni b eing the m ember o f Institute of Company Secretaries of India designated as Company Secretaryand Compliance officer of the Company w. e. f. 03.09.2016.

Statement on Formal Annual Evaluation of Board:

Nomination and R emuneration C ommittee annu ally ev aluates th e p erformance o f individual directors Committees and of the Board as a Whole in accordance with the formalsystem adopted by the Board. Further the Board also regularly in th eir Board Meetingheld for various purposes evaluates the performance of the individual directorscommittees and of the Board as a whole. The Board considers the recommendation made byNomination and Remuneration Committee in regard to the evaluation of Board Members.

Directors' Responsibility Statement

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

(a) In the preparation of the annual accounts for the financial year ended March 31 2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures.

(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period under review.

(c) The d irectors h ave tak en p roper and s ufficient c are f or th e m aintenance ofad equate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.

(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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

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

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There ar e no s ignificant and m aterial o rders p assed by th e r egulators or c ourtsor tr ibunals impacting the going concerns status and Company's operations in future.

Auditors

Statutory Auditor

M/s Dhiren Shah & Co. Chartered Accountants is the statutory auditors of thecompany and are entitled to hold office of Auditor until the conclusion of the ensuingAnnual General Meeting and are eligible for r e-appointment. Members o f the C ompany atthe A nnual G eneral M eeting h eld o n September 3 0 2 015 had approved the appointmentof M/s Dhiren Shah & C o. as the Statutory Auditors as r equired by th e p rovisionsof t he C ompanies A ct 2 013 and th eir ap pointment is required to be ratified bymembers each year at the Annual General Meeting.

Pursuant to the provisions of Section 139 of the Companies Act 2 013 read with theCompanies (Audit and Auditors) Rules 2014 the Company shall place the matter relating tosuch appointment for ratification by members at every annual general meeting and thereforeit is proposed to ratify the appointment of M/s. Dhiren Shah & Co. CharteredAccountants as the Statutory Auditors of the Company for FY 2017 18.

The consent of M/s. Dhiren Shah & C o. Chartered Accountants along with thecertificate under Section 139 of the Act has been obtained to the effect that theirappointment if ratified shall be in accordance w ith th e p rescribed c onditions and that th ey ar e el igible to h old th e o ffice of th e Auditors of the Company.

There ar e no qualifications r eservations or adverse r emarks made by M/s. DhirenShah & C o. Chartered Accountants the Statutory Auditors of the Company in theirreport.

Board's Comment on the Auditors' Report

Notes to Accounts & Auditors remarks in the Auditors' report are self explanatoryand do not call for any further comments.

Secretarial Auditor

Mr. Vivek V akharia P racticing C ompany S ecretaries A hmedabad was ap pointed asSecretarial Auditor of the Company to conduct secretarial audit pursuant to the provisionsof Section 204 of the Companies Act 2013. The secretarial audit of the Company has beenconducted on a c oncurrent basis in r espect of th e m atters as s et o ut in th e s aidrules. Secretarial A udit R eport g iven b y Mr. Vivek Vakharia Practicing CompanySecretaries Secretarial Auditor of the Company forms part of this report and is marked asAnnexure-C.

The S ecretarial A udit R eport is s elf ex planatory and d oes no t contain any qualification o r reservation for FY 2016 17.

Cost Audit

Central Government has not notified audit of the cost records maintained by the companyin respect of the Products/services manufactured by the company for the year under review.Company is not required to maintain cost records as per sub-section (1) of section 148 ofthe Companies Act 2013.

Internal Audit

D. K. Thakkar & Co Chartered Accountant Ahmedabad was appointed as InternalAuditor of the Company to conduct Internal audit pursuant to the provisions of Section 138of the Companies Act

2013 and rules made thereunder.

Particulars of Employees and Related Disclosures:

Disclosure under provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules

2014 are given herein below:

Name and Designation Ratio of Remuneration of Director to Median Remuneration of Employee % Increase in remuneration for FY 201617
Sub Clause (i) of Rule 5(1) Sub C lause (i i) o f Rule 5(1)
1 Ashokkumar Raghuram Thakker Managing Director * NIL NIL
2 Dharmisthaben Ashookumar Thakkar Director * * NIL NIL
3 Kirtar Satubhai Munshi # Chief Financial officer Not Applicable Not Applicable
4 Ziral Pankajkumar Soni Company Secretary ## Not Applicable Not Applicable

* Mr. A shokkumar Raghuram Thakker M anaging D irector of th e Company was no t paidany remuneration during the FY 2016 17 . Hence no disclosure is required w. r. t. increasein remuneration of the Company.

** Ms. Dharmishtha Ashokkumar Thakkar Director of the company was not paid anyremuneration during the FY 2016 17. Hence no disclosure is required w. r. t. increase inremuneration of the Company.

# Mr. Kirtar Satubhai Munshi was appointed as Chief Financial Officer w. e. f03.09.2016.

## Ms. Ziral Pankajkumar Soni was appointed as Company Secretary w. e. f. 03.09.2016.

Sub Clause (iii) of Rule 5(1): The p ercentage increase in the remuneration ofemployees in th e financial year 2016 17 is 54.34%. However such increase in r emunerationwas based on the comparative financial performance of the Company for FY 2014 15 and 201516.

Sub Clause (iv) of Rule 5(1): There are 23 employees on the pay roll of the Companyother than Directors on the Board of Company.

Sub Clause (viii) of Rule 5(1): During the FY 2016 17 average salary of the Companyhas been increased b y 45.70%. Th e Directors o f th e C ompany w ere p aid R emunerationd uring th e FY 2015 16. However they have not been paid any remuneration for FY 2 016 17.Hence it is not appropriate to c ompare th e p ercentile i ncrease in r emuneration of Employees w ith p ercentile increase in remuneration of Managerial personnel.

Sub Clause (x) of Rule 5(1): Directors of the Company have not been paid anyRemuneration during the year.

Sub C lause ( xii) of R ule 5 (1): it is h ereby a ffirmed th at th e r emuneration paid is as p er th e Remuneration Policy of the Company.

Sub Clause (i) to (iii) of Rule 5(2): Names of top ten employees of the Company andtheir relevant details as required to be disclosed under rule 5(3) are as under:

Name of Employees on payroll of Company: Remuneration paid during the year (INR in Lakhs) Shareholding in the Company Relation with Director / KMP
1 Gopal Jaiswal 7.20 NIL No
2 Umang Suthar 6.72 NIL No
3 Upendra P. Sharma 5.72 NIL No
4 Kirtar S. Munshi 5.00 NIL No
5 Maulik Patel 3.36 NIL No
6 Amratbhai Parmar 2.80 NIL No
7 Hemaliben Thakkar 2.76 NIL No
8 Bindesh Tripathi 2.52 NIL No
9 Alkesh Trivedi 2.40 NIL No
10 Ashok T Soyantar 2.04 NIL No

Corporate Social Responsibility (CSR)

The p rovisions of C orporate S ocial Responsibility (CSR) ar e not ap plicable to theCompany and hence no disclosures have been made in this regard.

Conservation of energy technology absorption and foreign exchange earnings andoutgo

The Company is not engaged in m anufacturing of goods and hence Company does notconserve energy. C ompany h as neither ad opted any T echnology no r has s pent am ount for ad option o f Technology during the year. There is no amount of F oreign Exchangeinflow or outflow during the year and hence no disclosures have been made in this regard.

Environment Health And Safety (EHS)

The C ompany ac cords th e h ighest p riority to health env ironment and s afety. TheC ompany does not carry on manufacturing operations. The Company takes at m ost care forthe employees and ensures compliance with the applicable rules and regulation applicableto the Company.

Statement regarding the development and implementation of Risk Management Policy:

The C ompany h as no t d eveloped or implemented any r isk m anagement p olicy as th er isk threatening the business activity carried out by the Company during the year is veryminimal.

Adequacy of Internal Financial Control

The C ompany h as in p lace ad equate inter nal f inancial c ontrols w ith r eferenceto f inancial statements. T he B oard h as inter al ia r eviewed th e ad equacy and effectiveness of th e C ompany's internal financial controls relating to its financialstatements.

During the year no reportable material weakness was observed.

Management Discussion and Analysis Report

As stipulated in Rule 34(2)(e) r ead with S chedule V of SEBI ( Listing Obligation andDisclosure Requirements) Regulations 2 015 the Management Discussion and Analysis Reportis annexed as Annexure D and forms part of this Annual Report.

Corporate Governance Report

Your C ompany has b een complying with the p rincipals of good C orporate Governance over the years and is committed to the highest standards of compliance. Pursuant toregulation 15(2)(b) of the SEBI (LODR) Regulations 2 015 the compliance with thecorporate 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 listedentity which has listed its specified securities on the SME Exchange.

Therefore the Corporate Governance Report is no t applicable on the Company andcertificates related thereto have not been obtained and therefore not disclosed in theAnnual Report.

Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account:

Pursuant to Para F of Schedule V of SEBI (LODR) Regulations 2015 there are no sharesheld in the Demat Suspense Account or Unclaimed Suspense Account.

Listing

Your directors are pleased to inform you that the Company during the Financial Year2016-17 came out with the Initial Public Offer of its equity shares and received listingpermission for listing of 7604000 E quity S hares o f INR 10/- each listed on S ME platform of National S tock E xchange Limited (NSE EMERGE) w. e. f. 19thOctober 2016.

As on the date of this report the shares of the Company are listed on SME platform ofNSE (NSE EMERGE) and the Company has paid the annual listing fees for the year 2017-18.

Acknowledgement

The D irectors p lace on record th eir s incere th anks to th e B ankers B usiness associates consultants c ustomers em ployees f or th eir c ontinued s upport e xtended toy our Companies activities d uring th e y ear u nder review. Y our D irectors al soacknowledges g ratefully th e shareholders for their support and confidence reposed onyour Company.

Date: 08.09.2017 For and on behalf of the Board of Directors
Place: Ahmadabad
Ashokkumar Raghuram Thakker
Chairman & Managing Director
DIN:02842849