You are here » Home » Companies » Company Overview » Artson Engineering Ltd

Artson Engineering Ltd.

BSE: 522134 Sector: Engineering
NSE: ARTSONENGG ISIN Code: INE133D01023
BSE 00:00 | 20 Sep 34.00 0.30
(0.89%)
OPEN

33.80

HIGH

34.50

LOW

32.75

NSE 05:30 | 01 Jan Artson Engineering Ltd
OPEN 33.80
PREVIOUS CLOSE 33.70
VOLUME 12345
52-Week high 64.70
52-Week low 29.05
P/E 89.47
Mkt Cap.(Rs cr) 125
Buy Price 33.30
Buy Qty 50.00
Sell Price 34.00
Sell Qty 184.00
OPEN 33.80
CLOSE 33.70
VOLUME 12345
52-Week high 64.70
52-Week low 29.05
P/E 89.47
Mkt Cap.(Rs cr) 125
Buy Price 33.30
Buy Qty 50.00
Sell Price 34.00
Sell Qty 184.00

Artson Engineering Ltd. (ARTSONENGG) - Director Report

Company director report

To the Members

The Board presents the 40th Annual Report of Artson Engineering Limited (the Company orAEL) along with the audited financial statements for the year ended 31 st March 2019.

1. FINANCIAL RESULTS

Amount (in Lakhs)
PARTICULARS
2018-19 2017-18
Gross Turnover (including Other Income) 16156.61 14172.22
Profit before Interest and Depreciation (EBIDTA) 810.67 1187.98
Finance Charges 685.53 543.53
Depreciation and Amortization 112.92 100.66
Total Expenditure 16144.39 13628.43
Net Profit Before Tax (PBT) 12.22 543.79
Less: Tax expense (180.86) (412.98)
Net Profit After Tax (PAT) (168.64) 130.81
Other Comprehensive Income 0.38 3.14
Total Comprehensive income (168.26) 133.95
Balance of Profit brought forward 214.67 230.84
Balance available for appropriation 190.25 214.67
Surplus carried to Balance Sheet 190.25 214.67

2. COMPANY'S PERFORMANCE

The Company's total income for the year under review aggregated to र 16157 Lakhs(Previous Year: र 14172 Lakhs). The operations of the Company for the year underreview resulted in profit before tax ofर 12 Lakhs (Previous Year: र 544 Lakhs)and profit/ (loss) after tax र 169 Lakhs) (Previous Year: र 131 Lakhs Profit).(

During the year under review the Company has completed the tankage work for MumbaiAviation Fuel Farm Facility Private Limited (MAFFFL). In addition to this fabrication of3 tanks out of 4 nos. of large diameter (79 Mtrs.) tanks for storage of crude oil at IOCLParadeep are completed. Construction of 4th tank is in advanced stage of fabrication.Contract related to large diameter intake pipeline package at APGENCO Krishnapatnam iscompleted giving your

Company a better pre-qualification eligibility for pursuing more projects of similarnature.

The Company has executed orders for supply of over 3000 MT of steel structures tovarious clients including FL Smidth ThyssenKrupp and Tata Projects from Nagpur facility.Apart from steel structures this facility has also manufactured a 3D precast mouldmarking your Company's foray into equipment building.

The Company delivered over 600 MT of equipment to clients like IOCL Hindalco SNFFlowpam Aarti Industries Chemitech and SI Group. This includes the manufacturing anddelivery of heaviest heat exchanger ever manufactured by your Company to HindalcoIndustries for their Dahej Plant. Further the Company is manufacturing pressure vesselsdestined for a prestigious project of ISRO.

During the year under review the Company received new orders with estimated value ofapprox. र 29619 Lakhs. The closing order backlog of the Company for the year ended31st March 2019 stood at approx. र 23985 Lakhs.

Major orders received

• From Indian Oil Corporation Limited (IOCL) for Construction of bulk fuelstorage tanks at Dhumad Terminal Gujrat.

• From GMR Hyderabad Internal Airport Limited (GHIAL) for augmentation of existingATF fuel facility at RGI Airport Hyderabad.

• From Bharat Petroleum Corporation Limited (BPCL) for construction of petroleumstorage tanks at Haveli Pune.

• From ThyssenKrupp Industries for fabrication and supply of steel structures.

• From Hindalco Industries for manufacturing and supply of hot heat exchanger fortheir Dahej Plant.

• From Tata Projects Limited (TPL) for manufacture and supply of equipment steelstructures and their various projects in India.

Business demonstrated moderate growth for companies in the metal forming andfabricating segment. Markets across the Board have experienced sustaining growth in lastfew years.

Past year has been a prime example of sustenance in fabrication sector. At the sametime there are concerns over Election results Policy framework shifts investments fromprivate sector etc. While 2019 forecast doesn't project any major downturns the overallfeeling of many in metal fabrication is to remain cautiously optimistic.

Technology automation virtual design green production and 3D printing are changingthe fabrication landscape. Players are shifting towards off site fabrication due toconstraints of space and labor at site and improving logistical infrastructure in theCountry. New technologies such as gantry type robotic welding lines for fabrication andautomation are changing the industry Current year is expected to witness increasing trendof structural steel usage in transport infrastructure residential and commercialbuildings due to faster construction load bearing capability and lower carbon-footprint.

Tankage market in India is highly cyclical and is currently going through a downwardtrend. Demand from the new refinery complexes is expected to last for the next 1-2 yearspost which only replacement and refurbishment tenders are expected. Your Company is onlook out to other geographies for revenue growth in this segment.

The Company continues to maintain excellent record on Employee's Health and Safety atall factory locations and project sites and received token of appreciation from itsclients.

The Company's Management with the support of TPL is making sincere efforts to furtherimprove the operations of the Company and record better performance over the impendingyears.

3. AWARDS RECOGNITION AND ACHIEVEMENTS

• Received token of appreciation from IOCL for best safety practices.

• Received token of appreciation from Runaya Resource LLP Jharsuguda for bestsafety practices.

Received the Certificate for mechanical completion for construction of ATF Tanks atMAFFFL

4. CHANGE IN THE NATURE OF BUSINESS

The basic nature of the business of the Company i.e. construction of storage tanks andassociated works manufacturing of process plant equipment fabrication of structuresetc. remains the same and there was no change in the nature of business of the Companyduring the year under review.

5. CREDIT RATING

M/s. India Rating and Research Private Limited (Ind-Ra) has assigned a long term issuerrating of ‘IND AA-'. The Outlook is stable. The instrument-wise rating is as follows:

• "IND AA-/Stable/IND A1+" for the fund based working capitalfacilities.

• "IND AA-/Stable/IND A1+" for the non-fund based working capitalfacilities.

• "IND AA-/Stable" for the Term Loan.

6. DIVIDEND

Considering the financialposition of the Company the Board of Directors have notrecommended dividend for the year

2018-19. Further as the members are aware pursuant to the revised terms of the loan(interest free for 20 years) given by the holding Company i.e. Tata Projects Limited(TPL) your Company is not permitted to declare dividend to the equity Shareholders(including the holding Company/ promoter) until the re-payment of loan to TPL.

7. TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to General Reserve for the yearended 31st March 2019.

8. BORROWINGS

The borrowings of the Company i.e. long-term loans and working capital facilities fromBanks stood at र 2971 Lakhs as at 31st March 2019.

9. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in the prescribed form MGT 9 as required under section92(3) of the Act is enclosed as

Annexure 1.

10. NUMBER OF BOARD MEETINGS

During the financial year the Board met Six (6) times i.e. on 26th April 2018 18thJuly 2018 25th October 2018 8th January 2019 1st February 2019 and 15th March 2019. Thegap between any two consecutive Board Meetings did not exceed One Hundred and Twenty days.

11. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Nalin M. Shah as Chairman Mr. Michael BastianMr. Pralhad Pawar and Ms. Leja Hattiangadi as members. The composition of the Committee isas per the requirements of the provisions of Section 177 of the Act and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations). The

Audit Committee continues to provide valuable advice and guidance in the areas ofcosting finance and internal financial controls.

During the financial year the Audit Committee met Six (6) times i.e. on 26th April2018 18th July 2018 25th October 2018 8th January 2019 1st February 2019 and 15thMarch 2019.

12. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) comprises of Mr. Michael Bastian asChairman Mr. Vinayak K. Deshpande and Mr. Nalin M. Shah as members. The composition ofthe Committee is as per the requirements of the provisions of Section 178 of the Act andthe Listing Regulations.

During the financial year the NRC met Five (5) times i.e. on 26th April 2018 25thJune 2018 25th October 2018 1st February 2019 15th March 2019.

13. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee (SRC) comprises of Mr. Michael Bastian asChairman Mr. Pralhad Pawar and Ms. Leja Hattiangadi as members. The composition of theCommittee is as per the requirements of the provisions of Section 178 of the Act and theListing Regulations.

During the financial year the SRC met four (4) times i.e. on 26th April 2018 17thJuly 2018 25th October 2018 and 1st February 2019.

14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility (CSR) Committee comprises of Ms. Leja Hattiangadias Chairperson Mr. Vinayak K. Deshpande and Mr. Pralhad Pawar as members. Thecomposition of the Committee is as per the requirements of the provisions of Section 135of the Act and the Listing Regulations.

During the financial year the CSR Committee met once (1) i.e. on 15th March 2019.

In compliance with the policy adopted by the Board an amount of र 8.50 Lakhsbeing 2% of the average net profit for the preceding 3 financial years was transferred tothe Tata Projects Community Development Trust (TPCDT) towards CSR expenditure of theCompany for the FY 2018-19.

The CSR policy and details of spending in the format as per the provision of the Actand listing Regulations is enclosed as

Annexure 2.

15. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material change and/ or commitments affecting the financial position of the Companyoccurred between the end of the financial year of the Company to which the financialstatements relate i.e. 31 st March 2019 and the date of the report i.e. 8th May 2019.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has financialcontrols commensurate with the size and complexity of itsadopted adequate internal operations. During the year such controls were tested and noreportable material weakness in the design or operations was observed. The Company haspolicies and procedures inplaceforensuringproperandefficientconduct of its business thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of accounting records and the timely preparation of reliablefinancial information. The Company has adopted accounting policies which are in line withthe Indian Accounting Standards (Ind-AS) and the Act. These are in accordance with thegenerally accepted accounting principles in India. Changes in policies if required aremade in consultation with the Auditors and are approved by the Audit Committee. TheCompany's internal audit system is geared towards ensuring adequate internal controlscommensurate with the size and needs of the businesswiththeobjectiveofefficientconduct ofoperations through adherence to the Company's policies identifying areas of improvementevaluatingthereliabilityoffinancialstatements ensuring compliances with applicable lawsand Regulations and safeguarding of assets from unauthorized use. Based on the frameworkof internal financial controls and compliance systems established and maintained by theCompany work performed by the Internal Statutory Cost and Secretarial Auditorsincluding audit of the internal financial controls over financial reporting by theStatutory Auditors and the reviews performed by the Management and the relevant Board andCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the year 2018-19.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the Internal Statutoryand Secretarial Auditors and the reviews performed by the Management and the relevantBoard Committees including the Audit Committee the Board believes that the Company'sinternal financial controls were adequate and effective during the year ended 31st March2019. Accordingly pursuant to Section 134(5) of the Act based on the above and therepresentations received from the Operating Management the Board of Directors to thebest of their knowledge and ability confirm that:

• In the preparation of the annual accounts the applicable accounting standardshave been followed and that there were no material departures therefrom;

• They have in the selection of the accounting policies consulted the StatutoryAuditors and have applied their recommendations consistently and made judgments andestimates that are reasonable and prudent to give a true and fair view of the state ofaffairs of the Company as at 31st March 2019 and of the profit of the Company for the yearended on that date;

They have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;

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

They have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively during theyear ended 31st March 2019; and

• Proper system has been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively during theyear ended 31st March 2019.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Cessation of Directors

During the year under review there was no cessation/ resignation/ removal of anyDirector of the Company.

b) Directors retiring by rotation

As per the provisions of the Act and the Articles of Association of the Company Mr.Pralhad Pawar Director retires by rotation and being eligible offers himself forre-appointment. The proposal for re-appointment of Mr. Pralhad Pawar is being placed atthe AGM along with the necessary details.

c) Changes in Directorship / Committee position

During the year under review there was no change in the designation/ terms ofDirectorship/ Committee position of any of the Directors of the Company.

d) Re-appointment of Director i. Mr. Nalin M. Shah was appointed as an IndependentDirector of the Company with effect from 8th August 2014 to hold office for fiveconsecutive years i.e. up to 7 th August 2019. ii. Ms. Leja Hattiangadi was appointed asan Independent Director of the Company with effect from 12th March

2015 to hold office for five consecutive years i.e. up to 11 th March 2020.

The re-appointment of Independent Directors require approval of the Shareholders andthe next AGM of the Company would happen only after their existing term expires.Therefore based on the recommendation of the Nomination and Remuneration Committee andthe Board of Directors the proposal for re-appointment of Mr. Nalin M. Shah and Ms. LejaHattiangadi is being placed at the 40th AGM along with the necessary details.

e) Changes in the Key Managerial Personnel

During the year under review there were no changes in KMPs of the Company.

f) Declaration by Independent Directors

As per the requirement of Section 149 (7) of the Act Mr. Michael Bastian Mr. Nalin M.Shah and Ms. Leja Hattiangadi the Independent Directors of the Company have submittedtheir respective declarationsthattheyfulfilthe criteria of independence under Section 149of the Act read with Regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has neither given any loans or guarantee nor provided any security inconnection with any loan to any Body Corporate or person nor has it acquired bysubscription purchase or otherwise the securities of any Body Corporate as providedunder Section 186 of the Act.

20. REMUNERATION POLICY

Based on the recommendations of the NRC the Board of Directors approved and adopted aRemuneration Policy for Directors Key Managerial Personnel and other employees of theCompany as required under Section 178(3) of the Act. The Company has adopted GovernanceGuidelines which inter alia covers the composition and role of the Board BoardAppointment Induction and Development Director's Remuneration Code of Conduct BoardEffectiveness Review and mandates of the Board Committees. The Remuneration Policy isplaced on the website of the Company www.artson.net for reference and enclosed asAnnexure 3.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/ arrangements/ transactions entered by the Company during the yearunder review with related parties were in the ordinary course of business and at arm'slength basis. The Particulars of such contracts or arrangements with related partiespursuant to the provisions of Section 134(3)(h) and Rule 8 of the Companies (Accounts)Rules 2014 in the prescribed form AOC-2 is enclosed as Annexure 4.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Particulars as prescribed under Section 134(3)(m) of the Act pertaining to theconservation of energy technology absorption and foreign exchange earnings and outgo isenclosed as Annexure 5.

23. RISK MANAGEMENT POLICY

The Company has adopted measures for Risk Management and Mitigation thereof. A formalRisk reporting system has been devised by the Company. Project Review Committee has beenconstituted comprising of Directors and senior officials of the Company to review assessand mitigate the risks conversion of risk into opportunities problems/ irregularitiesrelated to implementation and execution of projects (including project delay change inscope and estimation errors) and implementation of checks and balances for properexecution of future work. The key risk management and mitigation practices include thoserelating to identification of key risks associated with the business objectives impactassessment risk evaluation and reporting.

24. ANNUAL EVALUATION

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations theBoard has carried out an annual evaluation of its own performance performance of theDirectors individually as well as the evaluation of the working of its Committees.

The following process was adopted for Board evaluation:

i) Feedback was sought from each Director about their views on the performance of theBoard covering various criteria such as degree of fulfilment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning Boardculture and dynamics quality of relationship between the Board and the Management andefficacyof communication with external stakeholders. Feedback was also taken from everyDirector on his assessment of the performance of each of the other Directors.

ii) The feedback received from all the Directors was discussed at the Meeting ofIndependent Directors and the NRC. The performance of the Non-Independent Non-ExecutiveDirectors and Board Chairman was also reviewed by them.

iii) The collective feedback on the performance of the Board (as a whole) was discussedby the Chairman of the NRC with the Chairman of the Board. It was also presented to theBoard.

iv) Assessment of performance of every statutorily mandated Committee of the Board wasconducted and these assessments were presented to the Board for consideration. Areas onwhich the Committees of the Board were assessed included degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of Meetings.

v) During the year under review the recommendations made in the previous year weresatisfactorily implemented.

25. PARTICULARS OF SUBSIDIARY COMPANIES OR JOINT VENTURES OR ASSOCIATE COMPANY

The Company neither has any joint venture with nor does it have any associate orsubsidiary Company as defined under various provisions of the Act.

26. PARTICULARS OF DEPOSITS

During the year under review the Company has neither accepted any deposit coveredunder Chapter V of the Act nor has it contravened the compliance requirements of Chapter Vof the Act.

27. PARTICULARS OF SIGNIFICANT/ MATERIAL ORDERS PASSED IF ANY

During the year under review there were no significant and/ or material orders passedby any Regulator/ Court/ Tribunal which could impact the going concern status of theCompany and its operations in future.

28. AUDITORS

a) Statutory Auditors

Pursuant to the provisions of Sections 139 142 and other applicable provisions of theAct read with Rules made thereunder the Shareholders at the 38th Annual General Meeting(AGM) of the Company held on 21st September 2017 approved the appointment of M/s. PriceWaterhouse & Co Chartered Accountants LLP (PwC) (Firm Registration

Number - 304026E/E-300009) as the Statutory Auditors of the Company to hold office fora period of 5 years commencing from the conclusion of the 38th AGM till the conclusion ofthe 43rd AGM to be held in the year 2022. The re-appointment of PwC will be reviewed basedon the order of Securities Appellate Tribunal (SAT).

The Auditors' Report issued by PwC for the financial year 2018-19 does not contain anyqualification reservations adverse remark or disclaimer.

b) Internal Auditors

In terms of the provisions of Section 139 of the Act and based on the recommendation ofAudit Committee the Board of Directors at their Meeting held on 8th May 2019 re-appointedM/s. Ernst & Young LLP (EY) (AAB-4343) as the Internal Auditors of the Company. EYconfirmed their willingness to be re-appointed as the Internal Auditors of the Company.Further the Audit Committee in consultation with Internal Auditors formulated the scopefunctioning periodicity and methodology for conducting the internal audit.

c) Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Audit andAuditors) Rules 2014 and based on the recommendation of the Audit Committee the Board ofDirectors at their Meeting held 8th May 2019 re-appointed M/s. Sagar and Associates CostAccountants (Firm Registration No. 000118) as the Cost Auditors for the financialyear2019-20 to conduct the audit of Steel Products of the Company. The necessary consentletter and certificate of eligibility was received from M/s. Sagar & Associatesconfirming their eligibility to be re-appointed as the Cost Auditors of the Company.

A resolution seeking ratification of remuneration payable to M/s. Sagar and AssociatesCost Accountants (Firm Registration No. 000118) to conduct the audit of Steel Products ofthe Company for the financial year 2019-20 has been included in the notice convening 40thAGM of the Company.

d) Secretarial Auditors

In terms of Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and based on the recommendation of theAudit Committee the Board of Directors at their Meeting held on 2nd May 2017 appointedM/s. MKS & Associates Company Secretaries (Firm Registration No.

S2017TL460500) as the Secretarial Auditors for the financial year 2018-19. TheSecretarial Audit Report for the financial year 2018-19 in the prescribed form MR-3 on theaudit carried out by the said Auditor is enclosed to this

Report as Annexure 6.

Further based on the recommendation of the Audit Committee the Board of Directors attheir Meeting held on 8th May 2019 re- appointed M/s. MKS & Associates CompanySecretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors of theCompany for the financial year 2019-20. The necessary consent letter and certificate ofeligibility was received from M/s. MKS & Associates Company Secretaries appointed asthe Secretarial Auditors of the Company.

29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has adopted a policy on Prevention Prohibition and Redressal of SexualHarassment at Workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.The Company has also constituted a Committee for Prevention of Sexual Harassment at workplace. No complaints were received under the said policy during the year under review.

30. PARTICULARS OF EMPLOYEES

During the year under review no employee in the Company drew remuneration in excess ofthe amounts prescribed under Section 197(12) of the Act read with Rule 5 (2) and 5 (3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Furtherthe information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from time totime is enclosed as Annexure 7.

31. SHARE CAPITAL

The authorised share capital of the Company is र 170000000/- comprising of150000000 equity shares of र 1/- and 200000 preference shares of र 100/-each. Further the paid-up equity share capital of the Company is र 36920000/-divided into 36920000 equity shares of र 1/- each. During the year under reviewthere was no change in the capital structure of the Company. Disclosure under Section67(3)(c) of the Act in respect of voting rights not exercised directly by the employees ofthe Company is not applicable.

32. ISSUE OF SHARES

During the year under review the Company has not:

i) Issued any shares with differential voting rights pursuant to the provisions of Rule4 of the Companies (Share Capital and Debenture) Rules 2014;

ii) Issued any sweat equity shares to any of its employees pursuant to the provisionsof Rule 8 of the Companies (Share Capital and Debenture) Rules 2014;

iii) Implemented any Employee Stock Option Scheme for its employees.

33. PURCHASE OF SHARES OF THE COMPANY

During the period under review the Company has not given any loan guarantee orsecurity or any financial assistance to the employees of the Company for the purpose ofpurchase or subscription for any shares of the Company or its Holding Company pursuant toSection 67(2) of the Act.

34. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to report to the Management theinstances of unethical behaviour actual or suspected fraud or violation of the Company'scode of conduct or ethics policy. Under the policy the employees can approach theCompany's Ethics Counsellor/ Chairman of the Audit Committee for reporting.

35. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the Regulation 15(2) of Securities and Exchange Board of India (ListingObligations and Disclosure

Requirements) Regulations 2015 compliance with the Corporate Governance provisions asspecified in Regulations 17 to 27 and 46 (2) and para C D and E of Schedule V are notapplicable to the Company because neither the paid-up share capital exceeds र 10Crore nor the net-worth exceeds र 25 Crore as on the last day of previous financialyear i.e. 31st March 2019.

Accordingly for the year under review the reports stating compliance with the Code ofCorporate Governance and the Management Discussion and Analysis have not been annexed tothis report.

36. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for the unrelentingsupport received during the year from the Shareholders Tata Projects Limited (HoldingCompany) customers - both in India and abroad suppliers and vendors Banks and otherGovernment and Regulatory authorities Financing and lending institutions. The Boardwishes to record its deep appreciation to all the employees and workers of the Company fortheir dedication and commitment.

By Order of the Board

For Artson Engineering Limited

Vinayak K. Deshpande

Chairman

DIN: 00036827

Registered Office

2nd Floor One Boulevard Lake Boulevard Road

Hiranandani Business Park Powai Mumbai Maharashtra - 400076 Email:investors@artson.net; Website: www.artson.net

Date: 8th May 2019

Place: Mumbai