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Nandani Creation Ltd.

BSE: 538375 Sector: Industrials
NSE: NANDANI ISIN Code: INE696V01013
BSE 05:30 | 01 Jan Nandani Creation Ltd
NSE 05:30 | 01 Jan Nandani Creation Ltd

Nandani Creation Ltd. (NANDANI) - Director Report

Company director report

To

The Members

Nandani Creation Limited

Your Directors have pleasure in presenting their 5th Annual Report on the business andoperations of the Company along with the Audited Financial Statements for the year ended31st March 2017 and Auditor's Report thereon.

1) FINANCIAL SUMMARY AND HIGHLIGHTS

The Company's financial highlights for the year ended on 31st March 2017 aresummarized below:

Particulars

STANDALONE

CONSOLIDATED

31.03.2017 31.03.2016 31.03.2017 31.03.2016
Net Sales/lncome from Business operations 188509725 141863715 190274899
Other Income 863089 44107 804752 -
Total Revenue 189372814 141907822 191079.651 -
Less: Total Expenses 180840592 135408410 182095148 -
Profit before Exceptional 8t extra-ordinary items 8t Tax 8532222 6499412 8984503
Less: Exceptional Item 460000 - 499636 -
Profit/(Loss) before Tax 8072222 6499412 8484867
Less: Current tax expense for current year 2807466 1973682 2932325
Less: Deferred tax 47533 41852 (49135) -
Net Profit/ (Loss) after Tax for the year 5312289 4483878 5601648
Earnings per share(Basic) 2.76 49.82 2.91 "
Earnings per share(Diluted) 2.76 49.82 2.91
Restated Earnings per Share (Basic) 2.76 8.30
Restated Earnings per Share (Diluted)) 2.76 8.30

2) FINANCIAL PERFORMANCE:

During the year under review the Company has achieved a significant improvement. TheCompany has achieved many new landmarks in the F.Y. 2016-17 and the performance of theCompany is noteworthy. The Standalone Net profit of the company after Taxation hasincreased to Rs. 5312289/- as compared to Rs. 4483878/- in the previous year. Whilethe Standalone turnover of the company has increased to Rs. 188509725/- as compared toRs. 141863715/- in the previous year.

The Company has acquired a Wholly-Owned Subsidiary Company on 31.05.2017. TheConsolidated Net profit of the company after Taxation is Rs. 5601677/- and theConsolidated turnover of the company is Rs. 190274899/-.

Management of the company striving hard by making more sincere efforts for the bettergrowth and prospects of the company in the future and to yield better returns for themembers of the company.

3) BUSINESS OPERATIONS

India's Textile Market is one of the oldest industries in Indian Economy dating backseveral centuries. In present environment the Companies are operating in a marketplacewhere the survival of the fittest is the law. Under such market conditions the Companyrecorded an exemplary financial performance. The major factors contributing for suchperformance and growth across all the geographies and industry verticals was the Company'scustomer-centric approach and its ability to innovate customer specific products focus onpricing disciplined execution of complex projects and the rigor in strong internalprocesses. This coupled with favorable foreign exchange rate provided better profitmargin.

The Business operations of the Company during the year were satisfactory; the Companyhas achieved remarkable growth in the F.Y. 2016-17.

4) CONSOLIDATED FINANCIAL STATEMENTS:

The Financial Statements of the Company for the Financial Year 2016-17 are prepared incompliance with the applicable provisions of the Act Accounting Standards and asprescribed by Securities and Exchange Board of India (SEBI)(Listing Obligations &Disclosure Requirements) Regulations 2015 (Listing Regulations). The ConsolidatedFinancial Statements have been prepared on the basis of the audited financial statementsof the Company as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Companies Act 2013 ("Act")the Financial Statements of the Company including the Consolidated Financial Statementsof the Company along with all relevant documents and Auditor's report thereon form part ofthis Annual Report. The Financial Statements as stated above are also available on thewebsite of the Company and can be accessed at the web link www.nandanicreation.com .

5) TRANSFER TO RESERVE:

An amount of Rs. 5000000/- from the net profit for the financial year under review isproposed to carried to General Reserve.

6) DEPOSITS:

Your Company has not accepted any public deposits within the meaning of provisions ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and there is no outstanding deposit due for re-payment.

7) DIVIDEND:

With a view to finance expansion from internal accrual for the growth of the Companythe directors of the Company do not recommend any dividend for the year ended March 312017.

8) SHARE CAPITAL AND CHANGES:

During the F.Y. 2016-17 Changes in the capital structure of Company are as follows:

• AUTHORIZED SHARE CAPITAL: The Authorized Share Capital of the Company has beenincreased from Rs. 10.00 Lacs to Rs. 3.00 Cr. by passing an ordinary resolution in theExtra -Ordinary General meeting of the members of the Company held on Saturday the 7thDay of May 2016 and from Rs. 3.00 Cr. To Rs. 3.25 Cr. by passing an ordinary resolutionin the Extra -Ordinary General meeting of the members of the Company held on Saturday the13th Day of August 2016 respectively.

• BONUS SHARES: During the year the Company has increased its Issued and paid-upEquity Share Capital by Issuing 450000 Bonus shares of Rs. 10.00/- each to the existingshareholders by way of capitalization of its reserve in the proportion of 5:1 by passing aSpecial resolution in the Extra- Ordinary General Meeting of the members of the Company onTuesday the 10th Day of May 2016.

• CONSIDERATION OTHER THAN CASH: During the year the Company has converted theirunsecured Loan into Equity Shares and the same is allotted for consideration other thancash and issued 300000 Equity Shares of Rs. 10/- each at a premium of Rs. 10/- each bypassing a Special Resolution in the Extra-Ordinary General Meeting of the Members of theCompany held on Thursday the 12th day of May 2016 and issued 575000 Equity Shares ofRs. 10/- each at a premium of Rs. 10/- each by passing a special resolution in theExtra-Ordinary General Meeting of the members of the Company held on Friday the 29th Dayof July 2016.

• PAID UP SHARE CAPITAL: The Paid-up share capital of the Company increase fromRs. 900000/- to Rs. 29495800/- by issue of Equity Shares during the F.Y. 2016-17.

• INITIAL PUBLIC OFFER (IPO) AND LISTING OF SHARES: During the Year the Companycame out with an Initial Public Offering of 1444000 Equity Shares with face value of Rs.10/- each fully-paid up at an issue price of Rs. 28/- (including share premium of Rs. 18/-per Equity Share) aggregating to Rs. 404.32 Lacs. The said public issue was authorized bythe Members in their Extra-Ordinary General Meeting of the Company held on Wednesday the3rd day of August 2016.

The Public Issue opened for subscription on 28"1 September 2016 and closed on 3rdOctober 2016.

• LISTING OF SHARES: Post Allotment the Equity Shares of the Company got listedon 10th October 2016 at SME Platform of National Stock Exchange of India Limited (NSE).The Scrip Code of "Nandani Creation Limited" on NSE Emerge Platform is"NANDANI".

9) CHANGES IN DIRECTOR AND KEY MANAGERIAL PERSONNEL:

The Changes in the Directors and Key Managerial Personnel are as follows:

• ADDITIONAL INDEPENDENT DIRECTOR

Since the Company got its Equity Shares Listed on SME platform of National StockExchange of India Limited in the month of October 2016 the Company is required toappoint Independent Directors on its Board.

Mr. Gagan Saboo Mr. Gaurav Jain and Mr. Neetesh Kabra as an Additional IndependentDirectors on the Board w.e.f. Friday the 12th day of August 2016 to hold office upto the4th Annual General Meeting held on Friday the 30th Day of September 2016 and wereappointed as the Non-Executive Independent Directors of the Company for a period of 5years on the Annual General Meeting held on Friday the 30th Day of September 2016 andshall not be liable to retire by rotation.

Further sub-section (13) of Section 149 of the Companies Act 2013 ("Act")provides that the provisions of retirement by rotation as defined in sub-sections (6) and(7) of Section 152 of the Act shall not apply to Independent Directors.

• KEY MANAGERIAL PERSONNEL

Change in Designation:

Mr. Anuj Mundra Mrs. Vandna Mundra and Mrs. Sunita Devi Mundra were the firstDirectors of the Company and subscribers to the Memorandum of Association of the Companyat the time of incorporation of the Company.

The Designation of Mr. Anuj Mundhra was changed to Chairman and Managing Director Mrs.Vandna Mundhra to Whole-Time Director and Mrs. Sunita Devi Mundhra to Whole-Time Directorw.e.f. Tuesday the 16th Day of August 2016.

Appointment of Chief Financial Officer:

Since the Company got its Equity Shares Listed on SME platform of National StockExchange of India Limited in the month of October 2016 the Company is required toappoint Chief Financial Officer as its Key Managerial Personnel on its Board in accordancewith the provisions of Companies Act 2013.

Mr. Dwarka Dass Mundhra was appointed as the Chief Financial Officer of the Company bypassing a resolution in the Extra-Ordinary General Meeting of the members held on Mondaythe 22nd day of August 2016. He handles the finance & Accounts unit of the Companyand is associated with the Company from last 4 years.

Appointment and Resignation of Company Secretary and Compliance Officer:

As per Rule 8 of Companies (Appointment and remuneration of Managerial Personnel)Rules 2014 there is need to appoint a Company Secretary of the Company as the Company isproposed to be listed on Stock Exchange. Miss Priya Kshtriya was appointed as the CompanySecretary cum Compliance Officer of the Company by passing a resolution in theExtra-Ordinary General Meeting of the members held on Thursday the 25th Day of August2016.

Further Miss Priya Kshtriya resigned from the post of Company Secretary cum ComplianceOfficer w.e.f. Thursday the 19th Day of January 2016 and Ms. Gunjan Jain joined as theCompany Secretary cum Compliance Officer w.e.f. Thursday the 19th Day of January 2016.

COMPOSITION OF BOARD OF DIRECTORS:

The Board of Directors of NANDANI CREATION LIMITED is a balanced composition andoptimum mix of Executive and Non-Executive Directors. They show active participation atthe Board which enhances the transparency and adds value to their decision making. TheBoard of the Company is headed by an Executive Chairman and a Managing Director.

The Chairman takes the strategic decisions frames the policy guidelines and extendswholehearted support to Executive Directors Business heads and associates.

As at 31st March 2017 the Key Managerial Personnel of the Company consists of theFollowing:-

S.No. Particulars DIN/PAN Designation
1. Mr. Anuj Mundhra 05202504 Promoter Chairman & Managing Director
2. Mrs. Vandna Mundhra 05202403 Promoter &. Whole Time Director
3. Mrs. Sunita Devi Mundhra 05203015 Promoter & Whole Time Director
4. Mr. Gagan Saboo 07545038 Non-Executive Independent Director
5. Mr. Gaurav Jain 00065686 Non-Executive Independent Director
6. Mr. Neetesh Kabra 01574553 Non-Executive Independent Director
7. Mr. Dwarka Dass Mundhra AGAPM0343C Promoter & Chief Financial Officer
8. Miss. Gunjan Jain BAS PJ2043 K Company Secretary & Compliance Officer

10) DIRECTORS LIABLE TO RETIRE BY ROTATION:

In accordance with the provisions of Section 152(6) of the Companies Act 2013 readwith the rules made there under and the Company's Articles of Association Mrs. SunitaDevi Mundhra Whole- Time Director (DIN: 05203015) who was appointed as the Director onthe Board w.e.f. 21st February 2012 and was appointed as the Whole-Time Director w.e.f.16h August 2016 retires at the 5th Annual General Meeting and being eligible hasoffered himself for re-appointment. The Board recommends his re-appointment forconsideration by the Members of the Company at the 5th Annual General Meeting.

11) AUDITOR'S AND AUDITOR'S REPORT:

• Statutory Auditors & Auditor's Report

In the 3rd Annual General Meeting of the Company held on 30th Day of September 2015the Shareholders approved the appointment of M/s Ashok Holani & Co. CharteredAccountants Jaipur (Firm Registration No.: 009840C) as Statutory Auditors of the Companyto hold office till the Conclusion of the Annual General Meeting to be held in the year2020.

Further the Company had ratified the appointment of M/s Ashok Holani & Co.Chartered Accountants Jaipur (Firm Registration No.: 009840C) as the Statutory Auditorsof the Company to conduct audit of the Financial Statements for the year ended on March31 2016 in the 4th Annual General Meeting of the Company.

There are no qualifications reservations or adverse remarks made by M/s Ashok Holani&. Co. Chartered Accountants Jaipur Statutory Auditors in their report for theFinancial Year ended March 31 2017. The Observation made by the Auditors are selfexplanatory and have been dealt with an Independent Auditors Report & its annexuresforming part of this Annual Report and hence do not require any further clarification. TheStatutory Auditors have not reported any incident of fraud to the Audit Committee of theCompany in the year under review.

As required under the provisions of Section 139 of the Companies Act 2013 the companyhas obtained a written consent and certificate from the above mentioned Auditors to theeffect that they confirm with the limits specified in the said Section and they had alsogiven their eligibility certificate stating that they are not disqualified for appointmentwithin the meaning of Section 141 of Companies Act 2013.

Therefore being eligible the Board of Directors have offered for the ratification oftheir reappointment to the Shareholders.

As required under the provisions of Section 139 of the Companies Act 2013 the companyhas obtained a written consent and certificate from the above mentioned Auditors to theeffect that they confirm with the limits specified in the said Section and they had alsogiven their eligibility certificate stating that they are not disqualified for appointmentwithin the meaning of Section 141 of Companies Act 2013.

Therefore being eligible the Board of Directors have offered for the ratification oftheir reappointment to the Shareholders.

• Secretarial Auditors & Secretarial Audit Report

Pursuant to provision of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re- enactment(s) thereof for the time being in force) theBoard of Directors had appointed Miss Manisha Choudhary Company Secretary in PracticeJaipur having Certificate of practice No.: 13570 was Secretarial Auditor of the Companyappointed to conduct Secretarial Audit of the company for the financial year 2016-17.

The Secretarial Audit Report for the financial year ended March 31 2016 is annexedherewith marked as Annexure-1 to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

Further in line with the aforesaid compliance the Board of Directors has appointedMiss. Manisha Choudhary Company Secretary in Practice Jaipur in its meeting held on 30thMay 2017 for conducting the Secretarial Audit for the Financial Year 2017-18.

• Internal Auditors & Internal Audit Report

Pursuant to the provisions of Section 138 of the Companies Act 2013 & the rulesmade there under (including any statutory modification(s) or re- enactment(s) thereof forthe time being in force) the Board of Directors had appointed M/s Mohata Baheti &Associates Chartered Accountants Jaipur (M.No.:401695) as Internal Auditor to conductInternal Audit for the financial year 2016-17.

The Internal Audit Report is received half yearly by the Company and the same isreviewed and approved by the Audit Committee and Board of Directors for each half year forthe year 2016-17.

However for the F.Y. 2016-17 since the Company got listed its Equity Shares in themonth of October 2016 the Internal Audit Report was provided to the Company for theSecond Half of the F.Y. 2016-17.

Further in line with the aforesaid compliance the Board of Directors has re-appointedM/s Mohata Baheti & Associates Chartered Accountants Jaipur (M.No.:401695) in itsmeeting held on 30th May 2017 for conducting the Secretarial Audit for the Financial Year2017-18.

12) EXPLANATION ON ANY ADVERSE REMARK AND COMMENT GIVEN BY THE AUDITORS:

No adverse remarks and comments are given by the auditors of the Company including theStatutory Secretarial and Internal Auditors of the Company. The Statutory Auditors havenot reported any incident of fraud to the Audit Committee of the Company during thefinancial year ^^^2016-17.

13) EXTRACT OF ANNUAL RETURN:

Extract of Annual Return in Form MGT-9 containing details as on the financial yearended 31st March 2017 as required under Section 92(3) of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 is annexed herewith asAnnexure-2 which forms part of this report.

14) MEETINGS OF THE BOARD;

During the year Twenty Eight (28) meetings of the Board of Directors were convened andheld on the following dates as mentioned in the table given below:

Sr.No. Date of Meeting Board Strength No. of Directors Present
1. 01.04.2016 3 3
2. 05.04.2016 3 3
3. 15.04.2016 3 3
4. 16.04.2016 3 3
5. 18.04.2016 3 3
6. 11.05.2016 3 3
7. 13.05.2016 3 3
8. 06.06.2016 3 3
9. 28.07.2016 3 3
10. 01.08.2016 3 3
11. 02.08.2016 3 3
12. 06.08.2016 3 3
13. 09.08.2016 3 3
14. 12.08.2016 3 3
15. 16.08.2016 6 6
16. 18.08.2016 6 6
17. 20.08.2016 6 6
18. 22.08.2016 6 6
19. 24.08.2016 7 7
20. 31.08.2016 7 7
21. 01.09.2016 7 7
22. 22.09.2016 8 8
23. 05.10.2016 8 8
24. 15.12.2016 8 8
25. 23.12.2016 8 8
26. 19.01.2017 8 8
27. 09.03.2017 8 8
28. 28.03.2017 8 8

Frequency and quorum at these meetings were in conformity with the provisions of theCompanies Act 2013 and the "Listing Regulations" and the listing agreementsentered into by the company with the Stock Exchange. The intervening gap between any twomeetings was within the period prescribed by the Companies Act 2013 and the ListingRegulations.

15) CONVERSION OF COMPANY:

The Members of the Company in their Extra-Ordinary General Meeting held on Wednesdaythe 3rd Day of August 2016 have approved the conversion of the Company from PrivateLimited to Public Limited by deleting the "Private" word from the name of theCompany.

Consequently the Name of the Company was changed from "Nandani Creation PrivateLimited" to "Nandani Creation Limited". The Name of the Company has beenapproved by the Registrar of Companies Rajasthan and fresh certificate of Incorporationconsequent upon Conversion to Public Limited Company was issued by the Registrar. TheCompany became Public Limited Company w.e.f. 12th Day of August 2016.

16) CHANGE IN SUTUATION OF REGISTERED OFFICE OF THE COMPANY:

As the Company is involved in manufacturing and trading which need large working spaceand storage capacity hence during the year under review the registered office of theCompany has been shifted from C-6/412 Jaisingh Haive C Block Banipark Jaipur-302016Rajasthan to F-95 Kartarpura Industrial Area Near 22 Godam Jaipur-302006 Rajasthan.

Further the same has been shifted to G-13 Kartarpura Industrial Area Near 22 GodamJaipur- 302006 Rajasthan w.e.f 13th Day of April 2017.

17) ALTERATION OF ARTICLES OF ASSOCIATION:

Your Company has made the alterations and modifications in the set of Articles ofAssociation in the Extra-Ordinary General Meeting of the Members of the Company held onWednesday the 17th Day of August 2016. Since the proposed alterations deletionsinsertions etc. to the present set of Articles of Association of the Company werenumerous the board of directors and members decided that it would be convenient to adoptan altogether all new set of Articles of Association incorporating all the proposedalterations which are in conformity with the provisions of the Companies Act 2013 and thevarious rules made there under and as are applicable to a Public Limited Company and alsowith the requirements of the Stock Exchange and such changes would be made in allstationery etc. after acquiring the requisite approvals.

18) COMMITTEES OF THE BOARD:

As on 31st March 2017 the Board of Directors has following committees:

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofSection 177 of the Act and as per Regulation 18 of the Listing Regulations. The detail ofthe composition of the Audit committee along with their meetings held/attended is asfollows:

Name of the Member Position Status

Attendance at the Committee Meeting held on

22.09.2016 19.01.2017 28.03.2017
Mr. Gaurav Jain Chairman Non-Executive Independent Director Yes Yes Yes
Mr. Gagan Saboo Member Non-Executive Independent Director Yes Yes Yes
Mr. Neetesh Kabra Member Non-Executive Independent Director Yes Yes Yes

TERMS OF REFERENCE:

The Terms of reference of the Audit Committee are as under:

1. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees;

3. Approval of payment to statutory auditors for any other services rendered by theStatutory auditors;

4. Reviewing with the management the annual financial statements before submission tothe board for their approval with particular reference to:

I. Matters required to be included in the Directors responsibility statement and in theBoard's report in terms of clause (c) of sub-section 3 of Section 134 of the CompaniesAct 2013;

II. Changes if any in accounting policies and practices and the reasons for the same;

III. Major Accounting entries involving estimates based on the exercise of judgment bymanagement;

IV. Significant adjustments made in the financial statements arising out of auditfindings;

V. Compliances with listing and other practices and reasons for the same;

VI. Disclosure of any related party transactions;

VII. Qualifications in the draft audit report.

5. Reviewing with the management the half yearly financial statements beforesubmission to the board for approval;

6. Reviewing with the management the statement of uses/application of funds raisedthrough an issue (public issue right issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document/Draftprospectus/Prospectus/notice and the report submitted by the monitoring agency monitoringthe utilization of proceeds of a public or right issue and making appropriaterecommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor's independence performance and effectiveness ofaudit process;

8. Approval or any subsequent modification of transactions of the Company with relatedparties;

9. Scrutiny of Inter-Corporate loans and Investments;

10. Valuation of undertakings or assets of the Company wherever it is necessary;

11. Evaluation of Internal financial control and risk management systems;

12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

13. Reviewing the adequacy of internal audit functions if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

14. Discussion with Internal auditors any significant findings and follow up there on;

15. Reviewing the findings of any Internal investigations by the Internal Auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

16. Discussions with Statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

18. To oversee and review the functioning of the vigil mechanism which shall providefor adequate safeguards against victimization of employees and directors who avail of thevigil mechanism and also provide for direct access to the Chairperson of the AuditCommittee in appropriate and optional cases;

19. Call for comments of the auditors about internal control systems scope of auditincluding observations of the auditor and review of the financial statements beforesubmission to the Board;

20. Approval of appointment of CFO (i.e. the Whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate;

21. Carrying out any other function as is mentioned In the terms of reference of theAudit Committee. NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of Section 178 of the Act and as per Regulation 19 of the ListingRegulations. The detail of the composition of the Nomination & Remuneration committeealong with their meetings held/attended is as follows:

Name of the Member Position Status

Attendance at the Committee Meeting held on

22.09.2016 19.01.2017 28.03.2017
Mr. Gaurav Jain Chairman Non-Executive Independent Director Yes Yes Yes
Mr. Gagan Saboo Member Non-Executive Independent Director Yes Yes Yes
Mr. Neetesh Kabra Member Non-Executive Independent Director Yes Yes Yes

TERMS OF REFERENCE:

1. Formulation of the criteria for determining qualifications positive attributes andIndependence of a director and recommend to the Board of Directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;

2. Formulation of criteria for evaluation of performance of Independent directors andthe board of directors;

3. Devising a policy on diversity of board of directors;

4. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal;

5. Whether to extend or continue the term of appointment of the Independent Directoron the basis of the report of performance evaluation of Independent directors.

6. To ensure that the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks.

The company has duly formulated the Nomination and Remuneration Policy which is alsoavailable at the company website

http://www.nandanicreation.com/docs/investors/policies/NOMINATION%20&%2QREMUNFRATinN

%20POUCY%20QF%20DIRECTORS.pdf. The Policy formulated by Nomination and RemunerationCommittee includes director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters as specified under section 178(3) of the Companies Act 2013 and same was approvedby the Board of Directors of the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in line with theprovisions of Section 178 of the Act and as per Regulation 20 of the Listing Regulations.The detail of the composition of the Stakeholders Relationship committee along with theirmeetings held/attended is as follows:

Name of the Member Position Status

Attendance at the Committee Meeting held on

22.09.2016 19.01.2017
Mr. Gaurav Jain Chairman Non-Executive Independent Director Yes Yes
Mr. Anuj Mundhra Member Managing Director Yes Yes
Mrs. Vandna Mundhra Member Whole-Time Director Yes Yes

TERMS OF REFERENCE:

1. Efficient transfer of shares; including review of cases for refusal oftransfer/transmission of shares and debentures;

2. Redressal of shareholder's/investor's complaints;

3. Grievances with respect to Non-receipt of Annual Report and declared dividends;

4. Reviewing on a periodic basis the approval/refusal of transfer or transmission ofshares/debentures or any other securities;

5. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

6. Allotment and listing of shares;

7. Reference to statutory and regulatory authorities regarding investor grievances; and

8. To otherwise ensure proper and timely attendance and Redressal of investor queriesand grievances;

9. Any other power specifically assigned by the Board of Directors of the Company.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Clause VII of the Schedule IV of the Companies Act 2013 and Regulation 25of Listing Regulations the Independent Directors of the Company are required to hold atleast one meeting in a year without the attendance of Non-Independent Directors andMembers of Management. All the Independent Directors of the Company shall strive to bepresent at such meeting.

Name of the Member Position Status Attendance at the Committee Meeting held on 22.09.2016
Mr. Gaurav Jain Chairman Non-Executive Independent Director Yes
Mr. Gagan Saboo Member Non-Executive Independent Director Yes
Mr. Neetesh Kabra Member Non-Executive Independent Director Yes

TERMS OF REFERENCE:

i. The performance of Non-Independent directors and the Board as a Whole;

ii. The performance of the Chairperson of the Company taking into account the views ofexecutive directors and Non-Executive Directors;

iii. Assess the quality quantity and timeliness of flow of Information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties;

19) DECLARATION OF INDEPENDENCY BY INDEPENDENT DIRECTORS:

The Independent Directors have given their declarations under Section 149(6) andSection 149(7) of the Companies Act 2013 and the rules made there under. The IndependentDirectors have fulfill the Conditions relating to their status as an Independent Directoras specified in Section 149 of the Act and the Regulation 16(b) of the ListingRegulations.

20) FORMAL ANNUAL EVALUATION:

The evaluation/assessment of the Directors/KMPs and the senior officials of the Companyis to be conducted on an Annual basis to satisfy the requirements of the Companies Act2013. The Company has devised a policy for performance evaluation of IndependentDirectors Board Committees &

other Individual Directors which includes criteria for performance evaluation of theBoard as a whole.

The Company's Nomination & Remuneration policy which includes the Director'sappointment & Remuneration and criteria for determining qualifications positiveattributes Independence of the Directors & other matters is attached as Annexure- 3to this report and the same is also available on the website of the Company at the link http://www.nandanicreation.com/docs/investors/policies/NOMINATION%20&%2QREMUNERATION%20POLICY%20OF%2QDIRECTORS.pdf.

The Board of Directors in their Board Meeting held on 28th Day of March 2017 has madea Formal Annual Evaluation of its own performance & that of its Committee andIndividual Directors.

21) RISK MANAGEMENT POLICY:

The Company operates in conditions where economic; environment and social risk areinherent to its businesses. In managing risk it is the Company's practice to takeadvantage of potential opportunities while managing potential adverse effects. The ListingRegulations required that all listed Companies shall lay down the procedure towards riskassessment. It also requires that the company must frame implement and monitor the riskmanagement plan of the Company. To overcome this and as per the requirement of Section134(3)(n) of the Companies Act 2013 read with the rules made there under if any andClause 49 of the former listing agreement and Board has framed a very comprehensive RiskManagement Policy to oversee the mitigation plan including identification of element ofrisk for the risk faced by the company which in the opinion of the Board may threatenthe existence of the Company. The objective of the policy is to make an effective riskmanagement system to ensure the long term viability of the company's business operations.

Although the company has adopted the policy regarding the assessment of the risk andits updates are provided to the senior management of the company the process for themitigation of the risk is defined under the risk management policy of the company which isavailable for the access on the website http://www.nandanicreation.com/docs/investors/policies/RISK-MANAGEMENT-POLICY.pdf

22) WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company promotes ethical behaviors in all its business activities and has put inplace a mechanism of reporting illegal or unethical behavior. The Company has a whistleblower policy wherein the directors and employees are free to report violations of lawrules regulations or unethical conduct actual or suspected fraud to their immediatesupervisor or provide direct access to the Chairman of the Audit Committee in exceptionalcases or such other persons as may be notified by the Board. The confidentiality of thosereporting violations is maintained and they are not subjected to any discriminatorypractice.

The Whistle Blower Policy of the Company is also available on the website of theCompany at the link http://www.nandanicreation.com/docs/investors/policies/WHISTLER-BLOWER-POLICY.pdf.

During the year no whistle blower event was reported & mechanism is functioningwell. Further no personnel has been denied access to the Audit Committee.

23) PARTICULARS OF LOANS GIVEN. GUARANTEES GIVEN OR INVESTMENTS MADE BY THE COMPANYUNDER SECTION 186:

There are no Loans and Guarantees made by the Company under Section 186 of theCompanies Act 2013.

However the Company has made an Investment of Rs. 4999500/- in Desi Fusion IndiaPvt. Limited by way of acquiring shares of Rs. 499950 shares @ Rs. 10/- each.

24) DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review your Company has made an investment and subscribed theshare capital of M/s Desi Fusion India Pvt. Limited (CIN: U17299RJ2016PTC055107) andpromoted the said Company as Wholly Owned Subsidiary Company. Your Company has subscribedtotal share capital of Rs. 4999500/- of the wholly-owned subsidiary Company incorporatedon 31.05.2016.

Details of the Subsidiary Company in Form AOC-2 is attached herewith as Annexure-4.

25) 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:

During the financial year under review the Company has launched an Initial PublicOffer in the Month of October 2016 and had allotted 1444000 Equity Shares of Rs. 10/-each fully paid up at a issue price of Rs. 28 (including a share premium of Rs. 18/- prEquity Share) amounting to Rs. 404.32 Lacs and the shares of the Company has been listedon National Stock Exchange of India Limited Emerge Platform

The Equity share capital of the Company has increase to Rs. 29495800/- after theInitial Public Offer of the Company.

There are no other Material Changes and Commitments affecting the Financial Position ofthe Company between the end of the financial year of the Company to which this financialStatement relates and the date of this report.

26) PARTICULARES OF EMPLOYEES:

Pursuant to the amendment in the Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014a detailed statement is attached as Annexure-5.

Apart from that there are no Employees in the Company whose particulars are requiredto be disclosed in accordance with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 in the report.

27) PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions that were entered by the Company during theFinancial Year are done on Arm's length basis.

Disclosure of particulars of contract/arrangements entered into by the company withRelated Parties referred to in sub-section (1) of section 188 of the Companies Act 2013are attached herewith as Annexure- 6 which forms part of this report. The policy onrelated party transaction is available on the website of the company at the link http://www.nandanicreation.com/docs/investors/policies/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS.pdf .

28) HUMAN RESOURCE DEVELPOMENT:

The Company recognizes the importance of Human Resource as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has further redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system increased thrust willbe on job rotation and multi-skilling. HRD activities are taken in the Company involvingpositive approach to develop employees to take care of productivity quality and customerneeds. The Company has to make constant efforts to manage labour shortages. To developskilled labour training facilities are provided to the employees in house or by deputingthem to the machinery suppliers and to training institutes for specific training. TheCompany has well developed management information system giving daily monthly andperiodical information to the different levels of management. Such reports are beinganalyzed and effective steps are taken to control the efficiency utilizationproductivity ^^^^^^^^and quality in the Company.

29) SOCIAL OBLIGATIONS:

The Company has generally taken corporate social responsibility initiatives. Howeverthe present financial position of the company does not mandate the implementation ofcorporate social responsibility activities pursuant to the provisions of Section 135 andSchedule VII of the Companies Act 2013. The company will constitute CSR Committee andimplement the CSR initiatives whenever it is applicable to the Company. However theCompany has develop CSR Policy.

We also feel strongly about giving back to our community. We believe everybody deservesto be treated with dignity and respect regardless of their personal circumstances andoffered the skills knowledge and assistance they need to help themselves lead healthy andproductive lives.

30) INTERNAL FINANCIAL CONTROL:

The Company has identified and documented all key internal financial controls whichimpact the financial statements. The Financial controls are tested for operatingeffectiveness through ongoing monitoring and review process of the management andindependently by the Internal Auditors. In our view the Internal Financial Controlsaffecting the financial statements are adequate and are operating effectively.

31) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Operations of the Company are reviewed in a detailed report on the ManagementDiscussions and Analysis Report is provided as a separate section in the Annual Reportwhich forms the part of the Board's Report as Annexure-7.

32) CERTIFICATIONS FROM CHIEF FINANCIAL OFFICER/CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8)of Listing Regulations from Mr. Dwarka Dass Mundhra the Chief Financial Officer and Mr.Anuj Mundhra Chairman and Managing Director of the Company. The Same is forming the partof this Annual Report.

33) SEXUAL HARRASMENT:

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

As required under the law an Internal Compliance Committee has been constituted forreporting and conducting enquiry into the complaints made by the victim on the harassmentat the workplace.

The following is a summary of Sexual Harassment Complaints received and disposed offduring the year 2016-17.

a. Number of Complaints of Sexual Harassment at the beginning of the financial year:NIL

b. Number of Complaints disposed off during the year: NIL

c. Number of Complaints pending as on the end of the financial year: NIL

d. Nature of action taken by the Nandani Group: NA

34) CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirement of the Securities & Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015. The Insider Trading Policy of the Company lays down guidelinesand procedures to be followed and disclosures to be made while dealing with shares of theCompany as well as consequences of violation. The Policy has been formulated to regulatemonitor and ensure reporting of deals by employees and to maintain the highest ethicalstandards of dealing in Company's Shares.

The Insider Trading Policy of the Company covering the code of practices and proceduresfor fair disclosures of unpublished price sensitive information and code of conduct forthe prevention of Insider Trading is available on the website http://www.nandanicreation.eom/docs/investors/policies/CODE-OF-FAIR-DISCLOSURE-AND-CONDUCT-OF-UNPUBLISHED-PRICE-SENSITIVE-INFORMATION.pdf.

35) ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Information pursuant to Section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is as follows:

1. The Company has no activity involving conservation of energy or technologyabsorption.

2. There is no foreign exchange earnings and outgo.

36) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) The Directors have 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 31 2017 and of the profit ofthe Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a 'going concern' basis;

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

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

37) ACKNOWLEDGEMENT:

Your Directors wish to take this opportunity to place on record their gratitude andsincere appreciation for the timely and valuable assistance and support received fromBankers Central & State Government Local Authorities Share Transfer AgentsAuditors Customers Suppliers Advisors Consultants Associates and RegulatoryAuthorities. The Directors place on ramrM thoir

deep appreciation of the dedication of your company's employees at all levels &look forward to their continued support in the future as well. Your Directors are thankfulto the Shareholders for their continued patronage.

FOR AND ON BEHALF OF NANDANI CREATION LIMITED

PLACE: JAIPUR
DATED: 25.8.2017
Sd/- Sd/-
ANUJ MUNDHRA VANDNA MUNDHRA
MANAGING DIRECTOR WHOLE-TIME DIRECTOR
DIN:05202504 DIN:05202403