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Shri Krishna Devcon Ltd.

BSE: 531080 Sector: Infrastructure
NSE: N.A. ISIN Code: INE997I01012
BSE 15:40 | 23 Jan 14.75 0.20
(1.37%)
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14.55

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15.25

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 14.55
PREVIOUS CLOSE 14.55
VOLUME 1478
52-Week high 24.45
52-Week low 12.25
P/E 17.99
Mkt Cap.(Rs cr) 41
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.55
CLOSE 14.55
VOLUME 1478
52-Week high 24.45
52-Week low 12.25
P/E 17.99
Mkt Cap.(Rs cr) 41
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shri Krishna Devcon Ltd. (SHRIKRISHNA) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Twenty Third Annual Report along withLhe Audited Accounts and Financial Statements (including consolidated financialstatements] for theyear ended on 31st.Mareh2017.

Financial Results (Standalone &Con$nlidated]:

The summarized Standalone & Consolidated financial results of the Company for theyear ended 31st March 2017 are as follows:

Standalone Financial Results-

(Rs. In Lacs)
Particulars For the Year ended 31.03.2017 For the Year ended 31.03.2016
Total Revenue 2230.76 2282.28
Total Expenses 1931.44 1914.99
Profit before exceptional items & tax 299.31 367.28
Exceptional items 0.00 0.00
Profit before Tax 299.31 367.23
Profit after Tax 200.10 239.61

Consolidated Financial Results

(Rs. In Lacs)
Particulars For the Year ended 31.03.2017 For the Year ended 31.03.2016
Total Revenue 2230.76 2285.06
Total Expenses 1931.44 1917.75
Profit before exceptional items & tax 299.31 367.31
Exceptional items 0.00 0.00
Profit before Tax 299.31 367.31
Profit after Tax 200.10 239.63

Operational Performance:

During the year under review the Company recorded Standalone Total Reven ue of Rs.2230.76Lacs as compared to Rs. 2232.23 Lacs recorded during the previous year with a netprofit otRs. 200.10 Lacs as compared to net profit of Rs. 239.61 Lacs during lhe previousyear and recorded Consolidated Total Revenue ofRs. 2230.76 Lacs as compared to Rs.2205.06 Lacs with a net profit of Rs. 200.1 Ol.acs as com pared to net profit of Rs.239.63 Lacs during the previous year. The Standalone & Consolidated Basic Earnings perShare for the year ended March 31 2017 is Rs. 0.71/- as against Rs. 0.86/- for thecorresponding previous year ended March 312016.

Segment Performance:

At present Company is engaged in the business of real estate development and there isno separate reportable segment.

Changes in the nature of business if any

There were no Changes as such in the Company for the year under review.

Brief description of the Company's working during the year/State of Company's affair:

The Company is in the business of Real Esiale and Infrastructure Development. Acyclical downturn combined with Demonetization and the implementation of RERA 2016 hascreated short term uncertainty in the sector howevet; looking into the ups and downs ofthe industry it can be concluded that Lhe Company has performed well enough lo sustain intoday's competitive economy. The Company stepped into Colonizing and residentialconstructions and Company is looking forward to rake up some new projects which will takethe Company to new heights in the real Estate sector.

Extract of An n ua I Return;

In compliance with section 92(3) section 134 (3) (a) and rule 11 of Lhe Companies(Management and Administration] Rules 2014 the extract of the annual return in Form MGT-9which is annexed as ANNEXURE-T with this report and shall form part of the Board's report.

Subsidiary Associate and Joint Venture Companies:

Subsidiary M/s Shri Krishna Buiidcon (Partnership Firm]
Associate (i) M/s Avani Buiidcon (Partnership Firm]
(ii) M/s Krishna Developers (Partnership Firm]
(iii) M/s M aa Shi pra E ntcrpriscs (Partnership Firm)
(iv) M/s Rose Buildtech (Partnership Firm]
(v) M/s A&A Shelters (Partnership Firm]
Nnine Ventures- NIL

Highlights of performance of Subsidiary Associate and Joint Venture Companies andtheir contribution to overall performance of the company:

For highlights & performance iddly refer Form AOC-1 is enclosed h/w this report asANNEXURE- II.

Share Capital:

The paid up equity capita) as on March 31 2017 was Rs. 280000000/- Crores.

Revision in Financial Statements:

In terms of section 131 of the Companies *Act 2013 the Financial Statements andBoard's Report are in compliance with the provisions of section 120 or section 134 of theact and that no revision has been made during any of the three preceding financial years.

Reserves:

During the year under review No amount was transferred lc> General Reserve.

Dividend:

Your company has been growing rapidly over last few years. Given the significantweakness in the real estate market over the period there have been significant businessdevelopment opportunities available for the Company. The implementation of the Real EstateRegulatory Act 2016 has given further impetus to consolidation in the industry and yourCompany believes there is considerable opportunity for your Company to add new projects atattractive valuation. With these kinds of opportunities available and with our ambition toconsiderably scale the business it is important for the Company to conserve cash. Withthe strategy of investing strongly in now projects the Board of Directors therefore notrecommended any dividend for the financial year ended 31st March 2017. Deposits:

The Company has neither accepted nor invited any deposit from the public and hencedirectives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance ofdeposits by Companies) of the Companies Act 2013 and rules framed there under are notapplicable for the year.

However company is having unsecured loan of Rs. 20970827/- as on 31st March 2017from Directors of the company for which proper declaration has been furnished by them asrequired under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules 2014 duringthe period under review.

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 were no Material changes affecting the financial position of the Company whichhave occurred between the end of the financial year of the Company to which the financialstatements relate and the date of the re port.

Hoard and Committee Meetings:

Du ring the years under review various meetings of the Board of Directors andCommittees was held for various purposes which arc in compliance with the Companies Act2013 and SEE I (Listing Obligations and Disclosure Requirements) Regulations 2015 enteredinto by the Company with Stock Exchanges). Further the details of the various meetings ofthe Board and Committees are mentioned in the Report on Corporate Governance which isannexed as ANNEXURE-IV with this report and shall form part of the Board's report.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that arc reasonable and prudent so as to give a true and fair viewof the state of affairs of the Cum puny at the end of the financial year and of the profitof the Company for the so me period;

c) The directors have to proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the Company that arc adequate andwere operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of allapplicable law's and these are adequate and are operating effectively.

Changes in Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation Mr. Naveen Kurnar fain (DIN 00117876) Non-Executive Director retire byrotation at this Annual General Meeting and being eligihle oilers himself forre-appointment.

In compliance with the provisions of the Companies Act 2013 and SEBI [ListingObligation and Disclosure Requirements) Regulations 2015 brief resume expertise andother details of Director proposed to be appointed /re-appointed are attached along withthe Notice Lolhe ensuing Annual General MeeLing. Mr. Praieek GhaLiya Company Secretaryand Compliance Officer of the Company have been resigned from his post due to hispre-occupancies. Tile Board ihereby accepted his resignation w.e.f. 03.05.2016 and placeson record its appreciation for the services provided by him tinring his tenure as theCompany Secretary and Compliance Officer of the Company.

The board has duly appointed Mr. Qamar Ali as Company Secretary and Compliance Officerof the Company vide iheir meeting held on 03.05.2016. Further he has been resigned fromhis post due to his pre-occupancies w.e.f. 30.03.2017 the Board thereby places on recordits appreciation for the services provided by him during his tenure as the CompanySecretary and Compliance Officer of Lhe Company.

The board has duly appointed Mr. Nee raj An jane as Company Secretary and ComplianceOfficer of the Company w.e.f. 01.04.2017.

Disclosure of Declaration for Disqualifications by Directors:

As per the declaration received in Form ‘DIR-8' pursuant to section 164(2) of theCompanies Act 2013 and Rule 14(1) of Companies (Appointment and Qualification ofDirectors) Rules 2014; none of the Directors of the Company is disqualified frombeingappointmentas Directors. Appointment/Re-Appoi ntment uf independent Directors: Allthe In dependent Directors are well appointed in the Board of the Company in compliancewith the Companies Act 2013 and SEBl (Listing Obligations and Disclosure Requirements)Regulations 2015 entered into by the Company wills 5Lock Exchange(s). Further that allindependent directors shall hold office for a term up to five consecutive years on theBoard of a Company but shall be eligible for reappointment for next five years on passingof a special resolution by the Company and disclosureofsuchappoiturnenLin lhe Board'sreport. Disclosure of Declaration for Independence by Independent Directors:

The Company has received declarations from all the

Independent Directors of the Company confirming that they meel lhe criteria ofindependence under suh-secLion (6) of section 149 of the Companies Act 2013.

Familial izati on P rogram for Indcp cndcut Di rectors:

The directors had been introduced to all the Board members and the senior managementpersonnel such as Chief Financial Officer Company Secretary and Various Department headsindividually to know their roles in the organization and to understand Lhe informationwhich Lhey may seek from them while performing their duties as a Director. And meeting hadalso been arranged for Independent Directors with aforesaid officials to better understandthe business and operation of the Company. As part of continuous updating andfamiliarization with th e Co mpany every Indepen dent Director had been taken for visitsto the project. The Company may also circulate news and articles related to theindustry'from Lime Lo time and may provide specific regulatory updates. The company hasalso

Organized FamiIla ri zatio n Program for 1 nd e pc n d e n t d i rectors. The detailsof such programs for Independent Directors are posted on the website of the company andcan be accessed at h Lip: //s h r i kr ish n a devco nl i m i Led. co m / wp-co n Len 1/ up load s / 2015/12/Dctails-of-Familiarization-Prograrmuc-for- Independent-Directors- S K DL- 2015-16. pdf Separate Meeti ng ufTndepen Jent Di rectors:

As mandated by Clause VII of Schedule IV of the Companies Act 2013 a separate meetingof Independent Directors was held on 14th of February 2017.

Evaluatio n by Independent Directors;

The Independent Directors in their meeting has reviewed the performance ofNon-Tndependeni directors and Board as a whole including reviewing the performance of theChairperson of the company taken into account the views of Executive Directors andNon-Executive Directors. The said policy including above said criteria for the evaluationof the Board individual directors including independent directors and the committee ofthe board has been laid down under Nomination Remuneration and Evaluation Policy given inthe Report on Corporate Governance which is annexed as ANNEXURE-1V with this report andshall form part of the Board's report.

Form al Annual Evaluation:

Pursuant lo section 134 (3) (p) of Companies aci 2013 and rule 8(4) of Companies(Accounts) Rules 2014 and clause 17(10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Eoard has carried out an evaluation of its ownperformance the directors individually as well as the evaluation of its Committees as perthe criteria laid down in the Nomination Remuneration and Evaluation policy. The saidpolicy including above said criteria for the evaluation of the Board individual directorsincluding independent directors and the committee of the board has been given in theReport on Corporate Governance which is annexed as ANNLXURE-IV with this report and shallform part of the Board's report. Disclosure in Terms of Nomination and RemunerationPolity:

The said Committee framed adopted and recommended the ‘'Nomination &Remuneration Committee Policy" and the said policy has been approved by the Board.The Details of the Nomination and Remuneration Committee and the said Polity given in theReport on Corporate Governance which is annexed as ANNEXURE-1V with this report and shallform part of the Board's report.

Policies:

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SLBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Companies Act 2013 has mandated theformula Li on of certain policies for all listed companies. All our corporate governancepolices are available on our website (http://shrikrishnadevconlimited.com/code-of-conducr/). The policies are reviewed periodically by the board and updated on need andnew compliance requirement. Nomination and Remuneration Committee and StakeholdersRelationship Committee:

The Board of Directors of your Company had constituted the Nomination and RemunerationCommittee and Stakeholders Relationship Committee with the requisite terms of reference asrequired under Section 178 of the Companies Act 2013 and other applicable provisionsthereof. The constitutions of the said committees is given in the Keporl on CorporateGovernance which is annexed as ANNEXURE-IV with this re port and shall form part of theBoard's re port.

Auditors:

Statutory Audltors-

M/s Khandelwal & Khandelwal Associates Chartered Accountants (Firm Reg. No:008389C) were appointed as the Statutory Auditors of the Company in the 20th AGM until23rdACM lo he held in the year 2017 subject lo ratification of their appointment at thesubsequent AGM s.

As per the provisions of the Companies Act 2013 no listed

Company shall appoint as audit firm as auditors for more than two terms of five consecu Live years. The Companies Act 2013 also provided for additional transition period ofThree (3) Years from the commencement of the Act i.e. 01st April 2014. Accordingly theterm of the present Auditors M/s. Khandelwal & Khandelwal Associates CharteredAccountants (Firm Reg. No: 008389C) expires at the conclusion of the forthcoming AnnualGeneral Meeting.

Accordingly the Board has recommended M A K & xAssociates Chartered AccountantsIndore as the Company's new Statutory Auditors for a period of Five (5) years commencingfrom the conclusion of 23rd AGM till the conclusion of 28th AGM. M xA K fit AssociatesChartered Accountants have confirmed that their appointment it made would be within ihelimils specified under section 141(3)(g) and ihal ihev are not disqualified to beappointed as statutory auditor in terms of the provisions of Section 139(1 J Section 141(2) and Section 141(3) of the Companies xAct 2013 and rules framed there under. The Boardof Directors recommends to the Members the appointment of M A K& Associates CharteredAccountants as Statutory Auditors of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s B. K. Pradhan & xAssociatcs Company Secretaries Mumbai to undertakethe Secretarial Audit of the Company Internal Auditor-

Pursuant to Section 138 of the Companies Act 2013 and Rules made there under theBoard of Directors of Company has appointed M/s S.N. Cadiya & Co. Chattered AccountsIndore as its 1 ntcr nal Audito r. D u ring the year the Company continued lo implementiheir suggestions and recommendations lo improve the control environment. Their scope ofwork includes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas internal xAuditors findings are discussed with the processowners and suitable corrective actions taken as per the directions ofAud it Com miLLee onan ongoing basis to improve efficiency in operations.

Auditor's Report:

Statutory Auditors Roport-

The observation made in the Auditors' Report read together with relevant notes thereonarc self explanatory and hence do nol call for any further comments under Section 134 ofthe Companies *Act 2013. Further no fraud has been reported by the auditors under subsection (12) of section 143 of the Companies act 2013.

Secretarial Auditors Report-

As required under section 204 (I) of the Companies Act 2013 the Company has obtained asecretarial audit report which is annexed as AN NEXURE-V with this report and shall formpart of the Board's report. Further observation made in the Audi tors'Re port readtogether with relevant notes thereon are self explanatory and hence do not call for anyfurther comments under Section 134 of the Companies Act 2013 Particulars of Loans Gu arantee s or Investments u/si 86: The company has not given any loans or guarantees coveredunder the provisions of section 186 of the Companies Act 2013.

The details of the investments held by company arc given in the notes to the financialstatements.

Particulars of Contracts or Arrangements with Related Patties u/s 188:

During the period under review there were no related party transactions in the Companyas per the provisions of section 188 ol'lhe Compan ies ael 2013.

The Eoard of Directors of the Company has on the recommendation of the *4uditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance until the applicable provisions of the Companies Act 2013 theRules there under and the Listing Regulations. This Policy was considered and approved bythe Board has been uploaded on the website of the Company at http://www.shrikrishnadevomlimited.oim/under Investors Relation/CodcofConduct/Rclated Party Policy link. Conservation of EnergyTechnology Absorption Foreign Exchange Earnings anc! Outgo:

As the Company is not a manufacturing Company the Board of Directors has nothing toreport on conservation of Energy and Technology absorption Information required undersection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014.

(a) Conservation of energy

i. The steps taken or impact on conservation of energy-N. A.

ii. The steps taken by the Company for utilizing alternate sources of energy - NA

iii. The capital investment on energy conservation equipment's - N.A.

(h) Technology absorption

i. The efforts made towards technology absorption -NA

ii. The benefits derived like product improvement cost reduction product developmentor import substitution-N.A.

iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial yearj-

1. Tiled eta ils of technology imporLed- N.A.

2. T))eyearofimporl;-N.A.

3. Whether the technology been fully absorbed-NA

4. If not fully absorbed areas whore absorption has not taken place and the reasonsthereof- N.A.

iv. The expenditure incurred on Research and Development-NA

(c) During the y car unde r review the Company did not have earningand outgo of anyforeign currency.

Busin ess Risk Manage ment:

The Company has been addressing various risks impacting the Company and the Board ofDirectors of the Company state that risk associated in the ordinary course of business isduly taken care by the board while taking business decisions. However the constitution ofRisk Management Committee is not applicable Lo the company but company has framed thepolicy for Risk Management and uploaded the same on website of the company at http://www.shrikrishnadevconlim ited.com. Corporate Social Responsibility (CSR):

The provisions of section 135 and Schedule Vll of the Companies Act 2013 in respect toCSR is not applicable on your Company.

Disclosure of Significant Orders Passed by Regulators or Courts or Tribunal:

No significant and material orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company's operationsin future. However during the yeat; the department of Income Tax carried out search &seizure under section 132 of Income Tax Act 1961 in office premises of the Company onJuly 122016.

The outcome of search and seizure will be known at the time of assessment under section15 3 A of In come Lax Act 1961.

In tern al Con trol Sys tem s an d The ir Adequa cy:

The Company has a proper internal control system which provides adequate safeguardsand effective monitoring of the transactions and ensures that all assets are safeguardedand protected against loss from unauthorized use or disposition. Moreover the auditcommittee of the Company comprising of all independent directors regularly reviews theaudit plans adequacy of internal control as well as compliance of accounting standards.

Also the CFO has the responsibility for establishing and maintaining internal controlstor financial reporting and that they also have the overall responsibility to evaluate theeffectiveness of internal control systems of the company pertaining to financial reportingand they have to disclose to the auditors and the Audit Committee deficiencies in thedesign or operation of such internal controls if any of which they are aware and thesteps they have taken or propose to take to recti fy the dcficiencies.

Audit Committee:

The constitution of the audit committee is given in the Report on Corporate Governancewhich is annexed as ANNEXURE-IV with this re port and shall form part of the Board'sreport.

The Board has considered all recommendations of the Audit Committee as and whenprovided during the year under review and lienee do not call for any disclosure underSection 177(8] of the Companies Act 2013.

Vigil Mechanism:

Pursuant to the provisions of section 177(9] & (10) of the Companies Act 2013 andLisLing Regulations a Vigil

Mechanism for directors and employees to report genuine concerns has been established.The Vigil Mechanism Policy has been uploaded on the website of the Company at http:/ / w ww.s h ri k ri s h n a deva > n 1 i m i ted .com/ under In vesta rs Relation/Code ofConduct/Vigil Mechanism Policy link. Commission Received by Directors from Holding andSubsidiary:

During the year under review neither the Managing Director nor Whole-time Director isin receipt of commission from Lhe company and also has not received any remuneration orcommission from any holding or subsidiary' company of companyu/s 197(14).

Managerial Remuneration:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year and;

2. The percentage increase in remuneration of each director. Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

CA Z Name Designation Remuneration Paid F.Y. 2015-16 (Rs. In Lac) Remuneration Paid F.Y. 2016-17 (Rs. In Lac) Percentage Increase Ratio/ Times per Median of employee remuneration
1 Mr. Sunil Kumar Jain Managing Director 36.00 42.00 16.67 33.80
2 Mr. Nave on Kumar lain Non-Executive Director - - - -
3 Mr. Mukesh Kumar Iain Non-Executive Director - - - -
4 Ms. Prakshali lain Women Director - - - -
5 Mr. Vikas Kumar Jain Chief Financial Officer 3.84 3.84 - -
6 Mr. Prate ek Chattya* Company Secretary' 1.20 0.15 - -
7 Mr. Qamar Ali** Company Secretary' 0.00 2.62 - -

The company is having net profit during the current financial year i.e. 2016-17. Theremuneration of the KM P's are duly reviewed on annual basis keeping in mind the tenurethe past performance and current performance.

3. The percentage increase in the median remuneration of employees in the financialyear was 79.32%;

4. The number of permanent employees on the rolls of company as on 31.03.2017 was 17:

5. Average Percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof;

Remuneration paid to employees excluding managerial personnel tor the 2015-16 Remuneration paid to employees excluding managerial personnel tor the 201G-17 % Change In remuneration paid to employees excluding managerial personnel Remuneration paid to managerial personnel for tEic FY201S-1G Remuneration paid to managerial personnel for the FY 2Q1G-17 % Change In remuneration paid to managerial personnel
1173241 2SB3200 120.60 4164000 4861000 16.74

Further there are no exceptional circumstances fur increase in the managerialremuneration.

6. During the year under review no variable component of remuneration availed byDirectors of the Company;

7. ft is hereby affirmed that the remuneration paid by the Company to ils Directors KMP's and Employees during the year under review is as per the Nomination & Rem une ration Policy of the company.

Eq ill ty Sha res wl th Di ffe rentlal Voting Rights:

The company has not issued any shares with differential voting rights and accordinglythe provisions of Section 43 read with Rule 4(4] of the Companies (Share Capital andDebentures) Rules 2014 of the Companies Act 2013 and rules framed there undor arc n otapp licabl c fo r the year.

Details of Sweat Equity Shares:

The company lias not issued any sweat equity shares and accordingly the provisions ofSection 34 read with Rule 3(13) of the Companies (Share Capital and Debentures) Rules2014 of the Companies Act 2013 and rules framed there under are not applicable for theyear.

D etails of Empl oyee s Stock Dp lion Scheme:

The company has not gran led slock options and accordingly the provisions of Section62(1) (b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules2014- of the Companies Act 2013 and rules framed there under are not applicable for theyear.

Disclosure of Voting Rights Not Exercised;

The company has not made any provision of money for the purchase of or subscriptionfor shares in the company or iLs holding company if the purchase of or the subscriptionfor the shares by trustees is for the shares to be held by or for the benefit of theemployees of the company and accordingly the provisions of Chapter IV (Share Capital andDebentures) of the Companies *4ct 2013 and rules framed there under arc not applicablefor theyeur.

Employees:

Employee's relation continued to be cordial throughout the year. Your Directors wish toplace on record their sincere appreciation for the excellent spirit with which the entireteam of the Company worked at factory and office premises and achieved commendableprogress.

During the year under review none of the employee has received remuneration of Rs.Fight Lacs and Fifty Thousand per month or Rs. One Crores Two Lacs per year or at a ratewhich in the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennol less than two percenl of the equity shares of Lhe company pursuant to Section 197 (12)of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and hence do not call for any furtherdetails referred to in Rule 5 (3) of lhe Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

Listing:

As on dare all the 2 80 00000 Equity Shares of the Company are listed on the BombayStock Exchange Limited (BSE). The Listing fees have been paid ro the Bombay Stock ExchangeLimited (BSE) for the year 2017-18.

Depository:

Equity shares of the Company a re traded in Demat form as well as in physical form. Fordemalerializalion of shares the Company has connectivity with the National SecuritiesDepository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). AnnualCustody/Issuer fee for the year 2017-18 has been paid by the Company to NSDLand CDSLManagement Disc u ssio n a nd Ana lysis:

Management Discussion and Analysis Report tor the year under review as stipulatedunder Regulation 34(2) (e) of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirement) Regulation 2018 with the stock exchange isannexed as ANNEXURB-111 with this report and shall form part of the Board's report.

Report on Corporate Governance:

The Company has put in place the compliances pertaining to Corporate Governance. Areport on Corporate (lovernance as stipulated under SEBI (Listing Obligation andDisclosure Requirements) Regulations 2018 with the stock exchange is annexedasANNEXURE-1V with this report and shall form part of thcBoard's re port.

Your Company has complied with the requirements of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 and necessary disclosures have been made intliis regard in the Corporate Governance Report.

A certi(1 cate from the Auditors con firm i ng co m piiance with the conditions ofCorporate Governance is also annexed with Corporate Governance Report which is annexed asANNEXURE-1V.

Cash Flow Statement:

In conformity with the provisions of Lhe Companies Aci 2013 and PvCgulation 34(2) ofthe SEBI (Listing Obligation and Disclosure Requirements) Regulations 2018 with the StockExchanges the cash flow statement for the year ended 31st March 2017 is annexed hereto.

N umber of Meetings of the Board and its Committees:

The details of the meetings of the Board of Directors and its Committees convenedduring the financial year 2016-17 are given in the Corporate Governance Report which isannexed as AN NEXU RE-TV with this report and shall form part of the Board's report.

Obligation of Company under the Sexual Harassment of Women at Workplace [PreventionProhibition and Recliessal) Ac t 2 013

In order to prevent sexual harassment of women at workplace under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Rcdrcssal) Act 2013 the company hasset upan Internal Complaints Committee to look into complaints relating to sexualharassment at work place of any women em ployee.

Company has adopted a policy for prevention of Sexual Harassment of Wo men at workplaceand has set up Committee for implementation of said policy. During the year under reviewthe Company has neither received any complaint of harassm ent norany complaints pendi ngthere under.

Code of Fair Disclosure of Unpublished Price Sensitive Information and Code of Conductunder SEBI (Prohibition of Insider Trading) Regulations 2015 Pursuant to Regulation 3 ofSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015the Board of Directors has formulated and adopted the "Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code ofFair Disclosure) of the Company.

Acknowle dge ment:

The Directors wish to place on record their sincere appreciation and acknowledge withgratitude the support and co-operation extended by the Bankers Shareholders customerssuppliers contractors and other associates for their continued support to the Company.The Directors also place on record their sincere appreciation to the employees at alllevels tor their continuing support and efforts in ensuring lhe heigh is of success. Welook forward to their continued sup po it in the ftitu re.

For and on Behalf of the Board of Directors
Sunil Kumar Jain Naveen Kumar Jain
Ma naging Di recto r Director
DIN;0fll01324 DIN;0nil7876
Place: Indore
Date; 16.08.2017