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Atishay Ltd.

BSE: 538713 Sector: IT
NSE: N.A. ISIN Code: INE011R01013
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VOLUME 872
52-Week high 144.50
52-Week low 44.80
P/E 49.82
Mkt Cap.(Rs cr) 150
Buy Price 134.10
Buy Qty 200.00
Sell Price 137.00
Sell Qty 369.00
OPEN 137.00
CLOSE 137.00
VOLUME 872
52-Week high 144.50
52-Week low 44.80
P/E 49.82
Mkt Cap.(Rs cr) 150
Buy Price 134.10
Buy Qty 200.00
Sell Price 137.00
Sell Qty 369.00

Atishay Ltd. (ATISHAY) - Director Report

Company director report

To

The Members

Atishay Limited (Formerly Known as Atishay Infotech Limited)

Your Directors have pleasure in presenting the 17th (Seventeenth) Annual Report ofAtishay Limited (Formerly Known as Atishay Infotech Limited) together with the AuditedFinancial Statements for the financial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS

(Rs In Lakhs)
Particulars 2016-17 2015-16
Total Turnover 2313.22 1861.27
Other Income 69.02 99.13
Total Revenue 2382.24 1960.40
Less: Expenditures & Depreciation 1922.65 1532.53
Profit before exceptional and extraordinary items and tax 459.59 427.87
Add: Prior period items 14.22 (11.26)
Profit before Tax (PBT) 473.81 416.61
Less: Tax (including deferred Tax) 140.58 116.76
Profit after Tax (PAT) 333.23 299.85

Review of the operations of the Company:

During the financial year ended 31st March 2017 your Company has recorded aturnover of Rs 2313.22 Lakh as against Rs 1861.27 Lakh during the previous financial year2015-16. The Net Profit of your Company for the year under consideration remained at Rs333.23 Lakh as against Rs 299.85 Lakh during the previous financial year 2015-16.

Dividend

Your Directors considering the financial requirement of the Company have notrecommended any dividend for the financial year ended 31st March 2017.

Transfer to Reserve

Your Directors proposed to transfer Rs 333.23 Lakh (Previous Year Rs 299.85 Lakh) tothe General Reserves out of the profits available with the Company for appropriations.

Transfer to Investor Education and Protection Fund

During the period under review there is no unpaid/unclaimed dividend which is requiredto transfer in IEPF (Investor Education and Protection Fund) as per the provisions of theCompanies Act 2013.

Hotel Business & its Operations

During the year the Company has diversified its business area and has entered into thehospitality industry in the name of Hotel Atishay a unit of Atishay Limited (FormerlyKnown as Atishay Infotech Limited). Despite the challenging environment the Companyproceeded with its expansion plan charted out for the year. The Company has initiatedeffective and suitable measures to efficiently utilize its resources and has recorded aturnover of Rs 513.05 Lakh from the Hotel and Hospitality business. The management ishopeful of maintaining the upward growth in the coming years too.

Change in Nature of the Business

There was no change in the nature of business of the Company during the year underreview.

Public Deposits

The Company has not accepted any deposits and as such no amount of principal orinterest was outstanding as on the balance sheet closure date.

Share Capital

A. During the year Company had increased its Authorized Share Capital from Rs100000000.00 (Ten Crore Only) divided into 10000000 (One Crore) Equity Share of Rs 10.00each to Rs 110000000.00 (' Eleven Crores Only) divided into 11000000 (One Crore TenLakhs) Equity Shares of Rs 10.00 vide Ordinary Resolution passed at the Annual GeneralMeeting held on 12th August 2016.

B. Further during the year on 20th September 2016 the Company has allotted2196266 Equity Share of Rs 10.00 each as a Bonus Shares aggregating to Rs 21962660.00in the proportion of 1 (one) equity share for every 4 (four) existing equity share held bythe Members as per the provisions of Section 63 and other applicable provisions of theCompanies Act 2013 read with Rule 14 of the Companies (Share Capital & Debentures)Rules 2014.

Human Resources

The Company sees its employees as critical to the future and believes that everyemployee needs to possess apart from competence capacity and capabilities sustainablevalues current and contemporary which would make them useful and relevant and competitivein managing the change constructively for overall growth of the organization. To this endthe company's approach and efforts are directed towards creating a congenial workatmosphere for individual growth creativity and greater dedicated participation inorganizational development. The Company believes that the success of an organizationlargely depends on the quality of its workforce. Employee relations remained cordial andpeaceful throughout the year.

Statutory Auditors

The Members of the Company had appointed M/s Tasky Associates Chartered AccountantsBhopal (Registration No. 008730N) as the Statutory Auditors of the Company for twoconsecutive financial years in the 15th Annual General Meeting held on 28thMay 2015 till the conclusion of 17th Annual General Meeting of Company to beheld in the year 2017. Since the tenure of existing Statutory Auditors is getting over inthe ensuing 17th Annual General Meeting the Board proposed the name of M/s B.M Parekh & Co. Chartered Accountants Mumbai (Registration no. 107448W) to beappointed as Statutory Auditors of the Company for conducting the audit for fiveconsecutive Financial Years i.e. up to 31st March 2022 till the conclusion of22nd Annual General Meeting of the Company.

Auditors' Report

The observations of Auditors in their report read with notes to the accounts areself-explanatory.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel)

Rules 2014 the Company had appointed M/s Prajakta V. Padhye & Co. PracticingCompany Secretary Dombivali to undertake the Secretarial Audit of the Company for thefinancial year 2016-2017. The Secretarial Audit Report is annexed to this Report asAnnexure - A.

In relation with the auditor's observation on the report it is hereby clarified thatthe Company had passed Board Resolution for Bonus issue of shares on 27th May2016. The Company had proposed to take the approval from its members in its 16thAnnual General Meeting. Keeping in view the 16th Annual General Meeting andunavailability of the directors of the Company the 16th Annual General Meetingof the Company could not be convened within 2 months' time frame from the date of theBoard Meeting as per the Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009.

Further we assured to the members of the Company that the Company will exercise cautionin future and ensure that all the provisions are adhered to by Company.

a) Directors

Your Company has Seven (7) Directors of which Two (2) are Executive One (1)Non-Executive and Four (4) are Independent Directors as on 31st March 2017.

b) Independent Directors

In terms of the definition of 'Independent Directors' as prescribed under Regulation 16(1) (b) of the Listing Regulations and Section 149(6) of the Companies Act 2013 theCompany has received necessary declaration from each Independent Director under Section149 (7) of the Companies Act 2013 to the effect that he meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)of the Listing Regulations. The following Non-Executive Directors are IndependentDirectors of the Company:

1. Mr. Ajay Mujumdar

2. Mr. Arvind Vishnu Lowlekar

3. Mr. Kavindra Singh

4. Mrs. Poonam Agrawal

c) Managing Director and Whole-time Directors

• During the year Mr. Akhilesh Jain continued to remain as the Chairman &Managing Director of the Company.

• During the year Mr. Archit Jain continued to remain as the Whole-time Directorof the Company.

d) Appointment/Resignation of Director and Key Managerial Personnel

• Mr. Ajay Mujumdar was Appointed as Additional Non - Executive DirectorIndependent Director on w.e.f. 3rd September 2016 and regularize as Non- ExecutiveIndependent Director on w.e.f. 11th December 2016.

• Mr. Arjun Singh Dangi was appointed as the Chief Financial Officer (KMP) on 27thMay 2016 as per the provisions of Section 203 of the Companies Act 2013 in place of Mr.Ranveer Singh Chandel who has tendered his resignation from the post of Chief FinancialOfficer (KMP) due to personnel reasons.

• During the year Miss Iti Tiwari continued to remain as the Company Secretary& Compliance Officer of the Company.

e) Retire by Rotation

Mrs. Rekha Jain Director of the Company will retire by rotation at the 17th AnnualGeneral Meeting in pursuance of the provisions of Section 152 of the Companies Act 2013and being eligible has offered herself for the re-appointment at the 17th Annual GeneralMeeting.

Further details as required under the provisions of Regulation 36 (3) of ListingRegulation about the Director seeking re-appointment in the ensuing Annual General Meetingare annexed to the Notice of 17th Annual General Meeting which is being sent to theMembers along with the Annual Report.

f) Declaration by Independent Directors

The Company has received necessary declarations from each independent director underSection 149(7) of the Companies Act 2013 that she/he meets the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013 and Regulation 16 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

g) Declaration of the Directors on the Code of Conduct

This is to inform that the Company has adopted a Code of Conduct for its employeesincluding the Directors. We confirm that the Company has in respect of the Financial Yearended 31st March 2017 received from the senior management team of the Company and theMembers of the Board a declaration of compliance with the Code of Conduct.

h) Number of Board Meetings

There has been six meeting of Board of Directors in the financial year 2016-17 asunder.

The dates of these Board Meetings are: -

Sr. No. Date of Board Meetings

1. 27.05.2016

2. 03.09.2016

3. 20.09.2016

4. 17.10.2016

5. 24.10.2016

6. 18.02.2017

The gap between two Board Meetings did not exceed 120 days.

Subsidiary Companies

The Company does not have any subsidiary Company and hence the provisions of the sameis not applicable to the Company.

Vigil Mechanism /Whistle Blower Policy

As per the provisions of Section 177 (9) & (10) of the Companies Act 2013 readwith Regulation 22 of Securities and Exchange Board Of India (Listing Obligations andDisclosure Requirements) Regulations 2015 your Company has a Whistle Blower Policy witha view to provide vigil mechanism to Directors employees and other stakeholders todisclose instances of wrong doing in the workplace and report instances of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy. The Whistle Blower Policy also states that this mechanism should alsoprovide for adequate safeguards against victimization of Director(s)/ Employees who availof the mechanism and also provide for direct access to the Chairman of the Audit Committeein exceptional cases.

Listing

During the year i.e. on 02nd February 2017 the Company migrated from the BombayStock Exchange Limited (SME platform) to the Bombay Stock Exchange Limited (Main Boardplatform).

Disclosure Under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

During the Financial Year 2016-17 the Company has not received any complaints ofsexual harassment.

Internal Control and their Adequacy

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Charter. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control systems in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

Risk Management Policy

Risk mitigation planning is the process of developing option and action to enhanceopportunities and reduce threats to project objectives. Risk mitigation implementation isthe process of executing risk mitigation action. Risk mitigation progress monitoringincludes tracking identified risks identifying new risks and evaluating risk processeffectiveness throughout the project.

In Atishay Risk mitigation handling options include:

> Assume/ Accept: Acknowledge the existence of a particular risk and make adeliberate decision to accept it without engaging in special efforts to control it.

> Avoid: Adjust program requirements or constraints to eliminate or reduce the risk.This adjustment could be accommodated by a change in funding schedule or technicalrequirements.

> Control: Implement action to minimize the impact or likelihood of the risk.

> Transfer: Reassign organizational accountability responsibility and authority toanother stakeholder willing to accept the risk.

> Watch/Monitor: Monitor the environment for changes that affect the nature and /orthe impact of the risk. Accordingly our Company's operations are committed to the pursuitof achieving high levels of operating performance and cost competitiveness consolidatingand building for growth enhancing the productive asset and resource base and nurturingoverall corporate reputation. Our Company is also committed to creating value for itsother stakeholders by ensuring that its corporate actions positively impact thesocio-economic and environmental dimensions and contribute to sustainable growth anddevelopment.

Accordingly our Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Our Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

Nomination & Remuneration Policy of the Company

The Company's policy relating to remuneration of Directors Key Managerial Personneland other Employees is given in Annexure B. The policy is also displayed on Website of theCompany at www.atishay.com .

Particulars of Loans Investments Guarantees and Securities Under Section 186

The Company has not granted any loan guarantee or made any investments during the yearended 31st March 2017 under Section 186 of the Companies Act 2013 and Rule made thereunder. Pursuant to Section 186 (4) read with Rule 11 of the Companies (Meetings of Boardand its Powers) Rules 2014 and Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") disclosure on particulars relating to Loans advances and investmentsare provided as part of the financial statements.

Extract of Annual Return

As provided under Section 92(3) of the Companies Act 2013 the extract of annualreturn is given in Annexure C in the prescribed Form MGT-9 which forms part of thisreport.

Related Party Transactions

All the related party transactions during the year were entered in the ordinary courseof business and on arm's length basis. There were no materially significant related partytransactions entered during the year by your Company. Particulars of contract orarrangement with related parties is Annexed herewith in Form AOC-2 as Annexure-D in termsof Section 134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014.

The Policy on Materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Board displayed on Website of the Company atwww.atishay.com.

Management Discussion and Analysis Report

As stipulated under Regulation 34(2) of the Listing Regulations Management Discussionand Analysis Report for the financial year under review is provided in a separate sectionforming part of the Annual Report.

Report on Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34 (3) read with paraC of Schedule V to the Listing Regulations forms part of the Annual Report. The requisiteCertificate from the Practicing Company Secretaries confirming compliance with theconditions of Corporate Governance as stipulated under the Listing Regulations is attachedto the Corporate Governance Report.

Material Changes and Commitment If Any Affecting the Financial Position of theCompany which have occurred between the end of the Financial Year of the company to whichthe Financial Statement related and the date of report

There are no Material changes and commitments in the business operations of the Companyfrom the financial year ended March 31 2017 to the date of signing of the Boards Report.

Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgo

The Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgopursuant to provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofCompanies (Account) Rules 2014:

A. Conservation of Energy:

While continuing to believe in philosophy of Energy saved is Energy produced adequatemeasures commensurate with the business operations have been taken to reduce and conservethe energy consumption by utilizing energy efficient equipment whenever required.

B. Technology Absorption:

Research and Development (R&D): Nil

Technology absorption adoption and innovation: Nil

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo: Nil

Corporate Social Responsibility

The Company is not falling under the criteria as mentioned in the Section 135 of theCompanies Act 2013 and rules made thereof which specifies the requirement of forming theCorporate Social Responsibility Committee.

Annual Evaluation of Board Performance and Performance of Its Committees and Directors

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations the Boardis required to monitor and review the Board evaluation framework. In line with theCorporate Governance Guidelines the Annual Performance Evaluation is conducted for allBoard and its Committees. This evaluation is with specific focus on the performance andeffective functioning of the Board after seeking inputs from all the directors on thebasis of the criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc.

The evaluation process also considers the time spent by each of the Board Members corecompetencies personal characteristics accomplishment of specific responsibilities andexpertise. The Board evaluation is conducted through questionnaire having qualitativeparameters and feedback based on ratings. The performance of the committees was evaluatedby the board after seeking inputs from the committee members on the basis of the criteriasuch as the composition of committees effectiveness of committee meetings etc.

The outcome of the Board evaluation for the financial year under consideration wasdiscussed by the Nomination and Remuneration Committee and Board at their meeting.

In lines with the provisions of Companies Act 2013 and Listing Regulation separatemeeting of the Independent Directors of the Company was held in the absence ofnon-independent director and members of management to evaluate the performance of thenon-Independent Directors and Board as a whole of the Company.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations.

Director's Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act Directors ofyour Company state and confirm that:

a. In the preparation of the annual accounts for the financial year 2016-17 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312017 and of the profit andloss of the Company for year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safe guarding the

d. The Directors had prepared the annual accounts on a going concern basis; and

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 had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Particulars of Employees

The ratio of remuneration of each director to the median employee's remuneration andother details in terms of Section 197 of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areannexed as Annexure E which forms part of this report.

During the financial year 2016-17 no employee whether employed for whole or part ofthe year was drawing remuneration exceeding the limits mentioned under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Cautionary Note

This report contains certain "forward-looking statements" within the meaningof applicable laws and regulations. Actual results may vary significantly from thestatements contained in this document due to various risks and uncertainties. The Companydoes not undertake to update these statements.

Acknowledgments

The Board of Directors wish to place on record its appreciation for the commitmentdedication and hard work done by the employees of the Company and the cooperation extendedby Banks Government Authorities Customers Shareholders and looks forward to a continuedmutual support and co-operation.

Date: 26.05.2017 For and on behalf of the Board
Place: Bhopal Atishay Limited
(Formerly Known as Atishay Infotech Limited)
SD/- SD/-
Akhilesh Jain Archit Jain
Managing Director Whole-time Director
DIN:00039927 DIN:06363647