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Art Nirman Ltd.

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

Art Nirman Ltd. (ARTNIRMAN) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 7th Annual Report sinceIncorporation and 2st Annual Report after Initial Public Offer along withAudited Financial Statements of your Company for the financial year ended on 31stMarch 2018. The Board of Directors feels pleasure and is very much thankful to all thestakeholders of the company who have shown their trust and interest in Company.

State of Company's affairs:

Company has launched another Residential and Commercial Scheme on the name of"Shree Vishnudhara Gardens" near Village Gota at Ahmedabad. 50% of theconstruction work is already completed and the rests is under construction. The plan ofthe scheme consists of 350 Residential Flats and 117 Commercial Shops. Estimated projectCost of the Scheme is INR 156.10 Crore. Company expects to complete the construction ofthe Scheme in early months of F.Y. 2019-20.

During the year the company has received works contract from Art Club Private Limitedfor construction of "Club Babylon" a leading Club and Resort situated nearVillage Bhadaj S.P. Ring Road Ahmedabad. The construction and development expensesincurred during the year have been shown as Construction work in progress "ClubBabylon" for which Company has generated total revenue of INR 327684345/- duringthe financial year 201718. The estimated total revenue from the Works contract is INR 34Crores.

The company has earlier entered into a Tri-Partite agreement with the Director Ms.Dharmishtaben Thakkar who is owner of the land and with Art Club Private Limited in theprevious F.Y 2016-17. As per the Tri-Partite agreement the company has to build anddevelop First Club Facility infrastructure on the said land to be used by Art Club Pvt.Ltd. for a period of five years. The Art Club Pvt. Ltd. has to provide interest freesecurity deposit to the company. As per the terms of the agreement after a period of fiveyears from the date of execution of Tri-Partite agreement the company will hand over theFirst Club Facility infrastructure to the land owner Smt. Dharmishtaben Thakkar on as itis and where it is basis and the company will refund the interest free security deposit toArt Club Pvt. Ltd. It was further agreed that the company will charge rent of the FirstClub infrastructure for a period of four years starting from financial year 2017-18 fromArt Club Pvt. Ltd. at Rs. 225000/- per month. In that regard Company has received totalrent from Art Club Pvt. Ltd. Rs. 2400000/- during the financial year.

Past Performance:

During the year 2016 17 Company has completed construction of its own Scheme"Shree Vishnudhara Cross Roads" a 2 & 3 BHK Luxurious Apartments and shopsat Gota S G Highway Ahmedabad during the year which consist of 154 Residential Flats and25 Commercial Shops.

Summary of Financial Results:

During the year under review your Company has achieved total net sales of INR 3498.24lakhs and achieved Net Profit After Tax (NP) of INR 112.04 Lakhs. The aggregate revenue ofthe Company increased marginally by 34.72% Compared to P.Y. 2016-17. Also the Profit afterTax of the Company increased by 206.94% which is another pride milestone for our Company.The Directors of the

Company are hopeful to gain more good returns in the years to come from its underconstruction scheme "Shree Vishnudhara Gardens" 2 & 3 BHK Apartmentsshowrooms Shops and offices Residential and Commercial scheme at Gota Ahmedabad.

The highlights of financial figures for the year 2017-18 in comparative format are asunder:

(Standalone)

(INR in Lakhs)

Particulars for the year ended March 31 2018 March 31 2017
Net revenue from Operations 3498.24 2596.63
Profit Before Depreciation and Tax 241.81 103.40
Less: Depreciation 81.77 34.18
Profit Before Tax 160.03 69.21
Less: Provision for Taxation (including deferred tax) 47.99 32.72
Profit After Tax 112.04 36.50
EPS (Basic) 1.47 0.48
EPS (Diluted) 1.47 0.48

Dividend

Your Board of Directors feel that it is prudent to plough back the profits of theCompany for future growth of the Company and therefore do not recommend any dividend forthe year ended March 31 2018.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend the provision of Section 125 of theCompanies Act 2013 does not apply during the year.

Change in the nature of business if any-

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

Reserves

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

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

Consolidated Financial Statements

Company doesn't have any subsidiaries and hence company is not required to prepareconsolidated financial statement for the F. Y. 2017-18.

Public Deposit

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

Further as per Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules 2014Company has accepted total unsecured loan from the Directors of the Company of INR349143159/- during the year under review.

Share Capital:

During the year under review the Company has not raised any share capital. Howeverthe Board of Directors in their Board Meeting held on 28th March 2018 haveshown their intention to offer and issue Equity Shares and Convertible Warrants subjectto approval of the members and other applicable authorities on Private Placement basis.

Particulars of Loan Guarantees or Investment:

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

Particulars of Related Party Transaction:

During the year Company has entered in to related party transactions at Arm's lengthprice and disclosures in that regard have been made in Annexure A in prescribed formatAOC-2 and forms part of this report.

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

Extract of the Annual Return

The extract of the Annual Return in prescribed format of MGT-9 pursuant to theprovisions of Section 92 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 is furnished in Annexure B and forms part of this report.

Directors and Key Management Personnel:

Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of ExecutiveNon-Executive and Independent Directors in compliance with provisions of Section 149 ofCompanies Act 2013. As on 31st March 2018 the Board of Company comprises of4(Four) Directors out of which 2 Directors are Executive Promoter Directors 1 WomenDirector is Non Executive Promoter Director and 2 other Directors are Non ExecutiveIndependent Directors. The Chairman of the Board is an Executive Director.

The Board of Directors duly met 10 times on 10.04.17 25.05.17 30.05.17 14.07.1701.09.17 08.09.17 14.11.17 28.12.17 13.01.18 28.03.18 during the year. TheComposition category and attendance of each Director at the Board and Annual GeneralMeeting and Number of other Directorship and Chairmanship / Membership of Committee ofeach director in various companies is as per Table 1 herein below mentioned.

Name of Director Designation Category No ofBoard Meetings entitled to attend during the year. No of Board Meetings attended during the year Attendance at the AGM
Ashokkumar Thakker CMD Promoter 10 10 Yes
Piyushkumar Thakkar* ED Promoter 4 4 N.A.#
Dharmisthaben Thakkar NED Promoter 10 10 Yes
Viral Ranpura ** ID Independent 8 6 Yes
Krunal Mistry ID Independent 8 8 Yes
Hemang Shah ID Independent 1 1 N.A.##

CMD - Chairman and Managing Director ED - Executive Director NED Non ExecutiveDirector

* Piyushkumar Thakkar was appointed as a Director w. e. f. 30.09.2017 and he attendedAGM in capacity of shareholder and not in capacity of Director.

** Viral Ranpura has resigned as Independent Director w. e. f. 13.01.2018.

# Piyushkumar Thakkar was appointed as Director in AGM held on 30.09.2017.

## Hemang Shah was appointed as Independent Director w. e. f. 13.01.2018.

Appointment:

Mr. Piyushkumar Thakkar:

During the year under review in accordance with the provisions of 161(1) of theCompanies Act 2013 Mr. Piyushkumar Thakkar (DIN: 07555460) was appointed as Executive -Director by members of the Company in their Annual General Meeting held on 30thSeptember 2017.

Mr. Hemang Shah:

During the year under review in accordance with the provisions of Section 149(1) and161(1) of the Companies Act 2013 Mr. Hemang Shah (DIN: 08022348) was appointed as NonExecutive Independent - Additional Director by the Board of Directors of the Company intheir Meeting held on 13th January 2018 and their appointment is proposed tobe confirmed by the members of the Company in their ensuing Annual General Meeting to beheld on 29th September 2018.

Resignation:

Mr. Viral Ranpura:

During the year under review in accordance with the provisions of Section 168 of theCompanies Act 2013 Mr. Viral Ranpura (DIN: 07177208) has resigned as Non ExecutiveIndependent - Director on 13th January 2018 with immediate effect due to hispre occupation.

During the year there are no Directors on the Board of Company whose term expires inthe ensuing Annual General Meeting and hence no such approvals are required to be taken inthat regard.

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

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

Declaration from Independent Director

Pursuant to provisions of Section 149(7) of Companies Act 2013 the Company hasreceived necessary declarations from each of the Independent Director confirming that theymeet the criteria of independence as prescribed under section 149(6) of the Act and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Meeting of Independent Directors:

During the year under review the Independent Directors duly met on 03ndJanuary 2018 in absence of other non independent Directors and reviewed the performance ofNon Independent Directors and the Board as a whole reviewed the performance ofChairperson of the Company taking into account the views of the other Executive and NonExecutive Directors.

Policy on Directors' Appointment:

Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013 TheNomination and Remuneration Committee (NRC) has approved the criteria and process foridentification/ appointment of Directors which are as under:

Criteria for Appointment:

The proposed Director shall meet all statutory requirements and should:

- Possess highest values ethics and integrity.

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

- Be willing to devote time and efforts.

- Have relevant experience.

- Have understanding about corporate functionality.

- Understand real value of stakeholders.

Process for identification of Directors / Appointment of Directors:

- Board Members may suggest any potential person to the Chairman of the Company meetingthe above criteria. If the chairman deems fit recommendation will be made by him to NRC.

- Chairman himself can also recommend a person to NRC.

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

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

Criteria for Performance Evaluation:

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

Criteria for Board Evaluation:

- Focus on strategic decisions.

- Qualitative discussion and processes.

Criteria for Committee Evaluation:

- Fulfillment of allotted responsibilities.

- Effectiveness of recommendation meetings.

Criteria for Independent and Non Independent Directors' evaluation:

- Contribution through their experience and expertise.

- Focus on Stakeholders' interest.

Manner of evaluation of Board Its Committees and Individual Directors:

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

The obtaining and consolidation of feedback from all Directors in this regards wascoordinated by the Chairman of Independent Directors' meeting for Board andNon-Independent Directors while the process of evaluation of the Independent Directors wascoordinated by the Chairman of the Company. Based on this Chairman of the Company briefthe Board and each of the Individual Directors as applicable.

Remuneration Policy:

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

A) Components of Remuneration:

- Fixed Pay comprising Basic Salary HRA Car Allowance (applicable to General Managers& above employees) Conveyance Allowances / Reimbursement Company's contribution toProvident Fund Superannuation Fund Gratuity etc.

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

B) Annual Appraisal process:

- Annual Appraisals are conducted following which annual increments and promotions indeserving cases are decided once in a year based on:

- Employees self-assessment

- Assessment by Immediate Superior and

- Assessment by Head of Department

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

C) Remuneration of Independent Directors:

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

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

Chief Financial officer:

Mr. Kirtar Munshi is holding post of Chief Financial Officer of the Company since 03rdSeptember 2016.

Company Secretary:

Ms. Ziral Soni a member of Institute of Company Secretaries of India and holding postof Company Secretary of the Company since 03rd September 2016.

Audit Committee:

The Audit Committee of the Company was duly constituted on 07.09.2016 in compliancewith requirements of SEBI (LODR) Regulations 2015 and provisions of Section 177 of theCompanies Act 2013 read with Rule 6 of the Companies (Meetings of the Board and itsPowers) Rules 2014 as amended from time to time. It adheres to the terms of referencewhich is prepared in compliance with Section 177 of the Companies Act 2013 and SEBI(LODR) Regulations 2015.

The Committee was reconstituted on 13th January 2018 on resignation ofIndependent Director Mr. Viral Ranpura. The present composition of the Board is as under:

The Members of the Committee are:-

Name Category Position Number of meetings entitled to attend Number of meetings attended
Krunal Mistry Independent Chairman 5 5
Viral Ranpura* Independent Member 4 4
Ashokkumar Thakker Promoter Member 5 5
Hemang Shah** Independent Member 1 1

* Viral Ranpura has resigned as Independent Director w. e. f. 13.01.2018 andaccordingly ceased to be the member of committee.

** Hemang Shah was appointed as Independent Director w. e. f. 13.01.2018 and alsobecame the member of Audit Committee from the same date.

Two third of the members of the Committee are Independent Directors and all the membersare financially literate. The composition role functions and powers of the AuditCommittee are in line with the requirements of applicable laws and regulations. The AuditCommittee shall oversee financial reporting process and disclosures review financialstatements internal audit reports related party transactions financial and riskmanagement policies auditors qualifications compliance with Accounting Standard etc. andoversee compliance with Stock Exchange and

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requirements concerning financial statements and fixation of legal audit fee as well aspayment for other services etc.

5 (Five) Audit Committee meetings were held during the year 2017-18 at the RegisteredOffice of the Company respectively on 30.04.2017 30.05.2017 10.08.2017 14.11.201711.02.2018. The Company Secretary acts as Secretary to the Audit Committee

Pursuant to provisions of Rule 7 of Companies (Meetings of Board and its Powers) Rules2014 Vigil Mechanism is being reviewed by the Audit Committee. The provisions ofRegulation 22 of SEBI (LODR) Regulations 2015 are not applicable to the Company assecurities of the Company are listed on SME platform of Stock Exchange.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted on 07.09.2016 in accordancewith SEBI (LODR) Regulation 2015 and Section 178 of the Companies Act 2013 read with Rule6 of the Companies (Meetings of the Board and its Powers) Rules 2014 as amended from timeto time. With reconstitution of the Audit Committee on 13th January 2018 theMembers of the Committee are as follow:

Name Category Position Number of meetings entitled to attend No. of meetings attended
Krunal Mistry Independent Chairman 2 2
Viral Ranpura Independent Member 2 2
Hemang Shah* Independent Member - -
Dharmisthaben Thakkar Non Executive Director Member 2 2

*Hemang Shah was appointed as member of Committee w. e. f. 13.01.2018.

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration of Directors Key managerial Personnel and other employees. The said policyis available on the website of the Company.

Two meetings of the committee were held during the year 2017-18 at the RegisteredOffice of the Company on 14.07.2017 and 13.01.2018.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted on 07.09.2016 in compliancewith provisions of section 178 of Companies Act 2013 and requirements of Regulation 20 ofSEBI (LODR) Regulations 2015. Company Secretary is the Compliance Officer who acts as theSecretary to the Committee and the Members of the Committee with its reconstitution are asunder:

Name Category Position Number of meetings entitled to attend Number of meetings attended
Krunal Mistry Independent Chairman 4 4
Viral Ranpura Independent Member 3 3
Ashokkumar Promoter Member 4 4
Thakker
Hemang Shah* Independent Member 1 1

*Hemang Shah was appointed as member of Committee w. e. f. 13.01.2018.

The Stakeholders Relationship Committee looks into shareholders' complaints related totransfer of shares non-receipts of balance sheet besides complaints from SEBI StockExchanges Court and various Investor Forums. It oversees the performance of the Registrarand Transfer Agent and recommends measures for overall improvement in the quality ofinvestor services. The Company is in compliance with the SCORES which was initiated bySEBI for processing the investor complaints in a centralized web based redress system andonline redressal of all the shareholders complaints.

Four meetings were held during the year 2017-18 at the Registered Office of the Companyon 30.05.2017 14.07.2017 14.11.2017 and 13.01.2018.

Compliance Officer

The Compliance officer of the Company is Ms. Ziral Pankajkumar Soni being the memberof Institute of Company Secretaries of India designated as Company Secretary and holdingthe post of compliance officer since 03.09.2016.

Statement on Formal Annual Evaluation of Board:

Nomination and Remuneration Committee annually evaluates the performance of individualdirectors Committees and of the Board as a Whole in accordance with the formal systemadopted by the Board. Further the Board also regularly in their Board Meeting held forvarious purposes evaluates the performance of the individual directors committees and ofthe Board as a whole. The Board considers the recommendation made by Nomination andRemuneration Committee in regard to the evaluation of Board Members.

Directors' Responsibility Statement

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

(a) In the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards have been followed along with proper explanationrelating to material departures.

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

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

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

After the close the Financial Year on 31st March 2018 and before the date ofthe Report following material changes affecting the financial position of the Companyhave occurred:

1. Members of the Company in their Extra ordinary General Meeting held on 30thMay 2018 have

A) Passed the resolution to increase its authorized share capital from INR80000000/- (Rupees eight crores only) to INR 250000000 (Rupees twenty five croresonly) divided into 25000000 (Two crore fifty lakhs) Equity Shares of INR 10/- (RupeesTen only) each and the same has been given effect.

B) Passed the resolution to issue up to 4572000 (Forty five lakhs seventy twothousand) Equity shares of face value Rs. 10/- (Rupees ten only) at Premium of Rs. 6/-(Rupees six only) per share aggregating to issue size of INR 73152000 (Rupees sevencrore thirty one lacs fifty two thousand only) on preferential basis to the allotteesbelonging to Non promoter category.

C) Passed the resolution to issue upto 12780000 Convertible Warrants to Promoter andPromoter Group for Consideration to be received in Cash and Consideration other than Cash.

2. The Board of Directors in their Board Meeting held on 01st September 2018have allotted 4572000 Equity Shares of INR 10/- each at INR 16/- each to the allotteesapproved by the members and also allotted 12780000 Convertible Warrants at INR 16/-each to the allottees approved by the members. (In Principle Approval from National StockExchange of India Limited was received on 21st August 2018 for the aforesaidissue of Equity Shares and Convertible Warrants.)

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

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concerns status and Company's operations in future.

Auditors

Statutory Auditor

The Statutory Auditors' report received from M/s Dhiren Shah & Co CharteredAccountants Ahmedabad being the Statutory Auditors of the Company is self explanatory anddoes not require any clarification.

There are no qualifications reservations or adverse remarks made by M/s. Dhiren Shah& Co. Chartered Accountants the Statutory Auditors of the Company in their report.

Board's Comment on the Auditors' Report

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

Secretarial Auditor

Mr. Vivek Vakharia Practicing Company Secretary Ahmedabad was appointed asSecretarial Auditor of the Company to conduct secretarial audit pursuant to the provisionsof Section 204 of the Companies Act 2013. The secretarial audit of the Company has beenconducted on a concurrent basis in respect of the matters as set out in the said rules.Secretarial Audit Report given by Mr. Vivek Vakharia Practicing Company SecretarySecretarial Auditor of the Company forms part of this report and is marked as Annexure-D.

The Secretarial Audit Report is self explanatory and does not contain any qualificationor reservation for FY 2017 18.

Cost Audit & Cost Record:

Central Government has not notified audit of the cost records maintained by the companyin respect of the Products/services manufactured by the company for the year under review.Company is not required to be maintained for any products or services of the company asper central government direction under section 148 of the Companies Act 2013 and theCompanies (Cost Records and Audit) rules 2014.

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Internal Audit

D. K. Thakkar & Co Chartered Accountant Ahmedabad was appointed as InternalAuditor of the Company to conduct Internal audit pursuant to the provisions of Section 138of the Companies Act 2013 and rules made there under.

Particulars of Employees and Related Disclosures:

I) Disclosure under provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given herein below:

Sr. No. Name and Designation Ratio of Remuneration of Director to Median Remuneration of Employee % Increase in remuneration for FY 201718
Sub Clause (i) of Rule 5(1) Sub Clause (ii) of Rule 5(1)
1 Ashokkumar Thakker Managing Director * NIL NIL
2 Dharmisthaben Thakkar Non Executive Director ** NIL NIL
3 Piyushkumar Thakkar# Executive Director 165.26# Not Applicable#
3 Kirtar Munshi Chief Financial officer No Increase
4 Ziral Soni Company Secretary No Increase

* Mr. Ashokkumar Thakker Managing Director of the Company was not paid anyremuneration during the FY 2017 18. Hence no disclosure is required w. r. t. increase inremuneration of the Company.

** Ms. Dharmishthaben Thakkar Director of the company was not paid any remunerationduring the FY 2017 18. Hence no disclosure is required w. r. t. increase in remunerationof the Company.

# Mr. Piyushkumar Thakkar was appointed as Executive Director w. e. f 30.09.2017.

II) Sub Clause (iii) of Rule 5(1): There is no increase in the percentage of medianremuneration of employees in the financial year 2017 18. Such decrease in medianremuneration is observed due to increase in number of employees and different pay scale ascompared to 2016-17.

III) Sub Clause (iv) of Rule 5(1): There are 24 employees on the pay roll of theCompany other than Directors on the Board of Company.

IV) Sub Clause (viii) of Rule 5(1): During the FY 2017 18 average salary of theCompany has

been increased by 88.26%. Only one of the Directors of the Company has been paidremuneration in the year 2017 18 where as no remuneration was paid during the FY 2016 17to any of the Directors. Hence it is not appropriate to compare the percentile increase inremuneration of Employees with percentile increase in remuneration of Managerialpersonnel.

V) Sub Clause (x) of Rule 5(1): only one Director has been paid Remuneration during theyear 2017 18 and he has not availed of any variable component of remuneration.

VI) Sub Clause (xii) of Rule 5(1): it is hereby affirmed that the remuneration paid isas per the Remuneration Policy of the Company.

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

Sr. Name of Employees No on payroll of Company: Designation Remuneration paid during the year (INR in Lakhs) Shareholding in the Company Relation with Director/ KMP
1 Kirtar Munshi CFO 9.00 NIL No
2 Gopal Jaiswal Engineer 7.77 NIL No
3 Umang G. Suthar Engineer Head 7.44 NIL No
4 Ankit Baviskar Engineer 5.52 NIL No
5 Chetan Modi Account Head 3.24 NIL No
6 Bindesh Tripathi Human Resources department Head 2.76 NIL No
7 Hemaliben Thakkar Admin 2.07 NIL No
8 Alkesh Trivedi Legal Department- assistant 2.60 NIL No
9 Sohil D. Panchal Engineer 2.58 NIL No
10 Devis Modi Engineer 2.40 NIL No

Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to theCompany and hence no disclosures have been made in this regard.

Conservation of energy technology absorption and foreign exchange earnings and outgo

The Company is not engaged in manufacturing of goods and hence Company does notconserve energy. Company has neither adopted any Technology nor has spent amount foradoption of Technology during the year. There is no amount of Foreign Exchange inflow oroutflow during the year and hence no disclosures have been made in this regard.

Environment. Health And Safety (EHS)

The Company accords the highest priority to health environment and safety. The Companydoes not carry on manufacturing operations. The Company takes at most care for theemployees and ensures compliance with the applicable rules and regulation applicable tothe Company.

Statement regarding the development and implementation of Risk Management Policy:

The Company has developed risk management policy. The Company has in place a mechanismto identify assess monitor and mitigate various risks towards the key businessobjectives of the Company. Major risks identified by the business and functions aresystematically addressed through mitigating actions on a continuing basis. The RiskManagement is being taken care by the Audit Committee of the Company.

Adequacy of Internal Financial Control

The Company has in place adequate internal financial controls with reference tofinancial statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.

During the year no reportable material weakness was observed.

Management Discussion and Analysis Report

As stipulated in Rule 34(2) (e) read with Schedule V of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportis annexed as Annexure C and forms part of this Annual Report.

Corporate Governance Report

Your Company has been complying with the principals of good Corporate Governance overthe years and is committed to the highest standards of compliance. Pursuant to regulation15(2)(b) of the SEBI (LODR) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C D and E of schedule V shall not apply to the listed entity which haslisted its specified securities on the SME Exchange.

Therefore the Corporate Governance Report is not applicable on the Company andcertificates related thereto have not been obtained and therefore not disclosed in theAnnual Report.

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

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

Disclosures under Sexual Harassment of Women at Workplace (Prevention. Prohibition& Redressal) Act 2013.

The Company has always been committed to provide a safe and conducive work environmentto its employees. Your Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Acknowledgement

The Directors place on record their sincere thanks to the Bankers Business associatesconsultants customers employees for their continued support extended to your Companiesactivities during the year under review. Your Directors also acknowledges gratefully theshareholders for their support and confidence reposed on your Company.

Date: 06.09.2018 For and on behalf of the Board of Directors
Place: Ahmadabad Sd/- Sd/-
Ashokkumar Thakker Piyushkumar Thakkar
Managing Director Director
DIN:02842849 DIN:07555460