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Artson Engineering Ltd.

BSE: 522134 Sector: Engineering
NSE: ARTSONENGG ISIN Code: INE133D01023
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NSE 05:30 | 01 Jan Artson Engineering Ltd
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VOLUME 4028
52-Week high 134.95
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P/E 171.67
Mkt Cap.(Rs cr) 228
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OPEN 60.00
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VOLUME 4028
52-Week high 134.95
52-Week low 50.20
P/E 171.67
Mkt Cap.(Rs cr) 228
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Artson Engineering Ltd. (ARTSONENGG) - Director Report

Company director report

To the Members

The Board presents the 39th Annual Report of Artson Engineering Limited (theCompany or AEL) along with the audited financial statements for the year ended 31stMarch 2018.

1. FINANCIAL RESULTS

Amount (Rs. in Lakhs)

PARTICULARS 2017-18 2016-17
Gross Turnover (including Other Income) 14172.22 11095.06
Profit before Interest and Depreciation (EBIDTA) 1187.98 1062.35
Finance Charges 543.53 403.47
Depreciation and Amortization 100.66 90.52
Total Expenditure 13628.43 10526.70
Net Profit Before Tax (PBT) 543.79 568.36
Less: Tax expense (412.98) (2148.97)
Net Profit After Tax (PAT) 130.81 2717.33
Other Comprehensive Income 3.14 0.64
Total Comprehensive income 133.95 2717.97
Balance of Profit brought forward 230.84 (6592.21)
Balance available for appropriation 214.67 230.84
Surplus carried to Balance Sheet 214.67 230.84

2. COMPANY'S PERFORMANCE

The Company's total income for the year under review aggregated to Rs.14172 Lakhs(Previous Year: Rs.11095 Lakhs). The operations of the Company for the year under reviewresulted in profit before tax of Rs.544 Lakhs (Previous Year: Rs.568 Lakhs) and profitafter tax of Rs.131 Lakhs (Previous Year: Rs.2718 the Lakhs which included deferred taxasset of Rs.2165 Lakhs).

During the year under review the Company achieved major progress related toconstruction of tank farm and civil/ mechanical work for connector pipelines project atdomestic airport Mumbai. Construction of 1 tank out of 4 nos. of large diameter (79Mtrs.) tanks for storage of crude oil at IOCL Paradip is completed.

In addition to above contracts related to piping packages at APGENCO Krishnapatnam andNTPC Ramagundam are under execution. Successful completion of these projects will enablethe Company a better pre-qualification eligibility to pursue more projects of similarnature.

The Company is also executing orders for supply of approx. 1000 MT of fabricated steelstructures to FL Smidth from Nagpur facility and approx. 200 MT of process equipmentorders are completed for various chemical and process industries from Nashik facility.

The Company commenced the year with an order backlog of about Rs.15000 Lakhs. Duringthe year under review the Company received new orders with estimated value of aboutRs.13400 Lakhs and thus the orders available for execution aggregated approx. Rs.28400Lakhs. The closing order backlog of the Company for the year ended 31st March2018 stood at approx. Rs.15200 Lakhs.

Major orders received

• Rs.738 Lakhs work order from M/s ISGEC Heavy Engineering Limited for fabricationand erection of CHP structure at Krishnapatnam.

• Rs.470 Lakhs Order from M/s FL Smidth Ltd. for fabrication and supply ofbuilding structures.

• Orders worth Rs.12850 Lakhs from the Holding Company i.e. Tata ProjectsLimited (TPL) for fabrication and supply of structures and site works for pipingtankages equipment erection for their various projects in India and abroad.

• Orders worth approx. Rs.450 Lakhs from M/s UPL Limited; M/s Indian OilCorporation Limited and M/s Hindalco Industries Limited.

Large demand for structural fabrication is about to begin in India. Structural steelfabrication and manufacturing is expected to witness strong growth in India for the next10 years. With recent positive political and economic developments and ‘Make inIndia' initiative India is poised to take Lion's share of Global investment andanticipated to achieve high GDP growth rates in the coming years. The Management ispursuing mechanization of manufacturing facilities to cater to market requirements. TheManagement is also focusing on building capabilities to become an equipment builderintegrator and end to end solution provider to Indian industry.

In spite of an optimistic future outlook the rising input cost of raw steel uncertaindelivery schedule from steel manufacturers and pressure on working capital are major risksto business pursued by the Company. In the near future the Company foresees good businessopportunities in tank construction and more structural fabrication orders from the market.

The Company has focused on recruitment and re-skilling of execution team to address thedelivery of various projects to be executed and is confident of completing the projectswithin the scheduled time and thus achieving growth in the near future.

The Management is also focusing on liquidating the matters pertaining to refunds fromthe statutory authorities and efforts have resulted in the receipt of certain refunds fromthe various authorities such as Income Tax and VAT. The Management is optimistic onreceipt of substantial refunds during the year 2018-19.

The Company has maintained excellent record for safety at all factory locations andproject sites and received token of appreciation from its clients.

The Company's Management with the support of TPL is putting arduous efforts tofurther improve the operations of the Company and record better performance over theimpending years.

3. AWARDS RECOGNITION AND ACHIEVEMENTS

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

• Best safety performance award from TPL for the Ramagundam Project site.

4. CHANGE IN THE NATURE OF BUSINESS

The basic nature of the business of the Company remains the same and there was nochange in the nature of business of the Company during the year under review.

5. CREDIT RATING

During the year under review M/s. India Rating and Research Private Limited upgradedthe credit rating of the Company to:

• "IND AA(SO)/Stable/IND A1+(SO)" for the fund based working capitalfacilities.

• "IND AA(SO)/Stable/INDA1+(SO)" for the non-fund based working capitalfacilities.

• "IND AA(SO)/Stable" for the Term Loan.

6. DIVIDEND

Considering the financial position of the Company the Board of Directors have notrecommended dividend for the year 2017-18. Further as the members are aware pursuant tothe revised terms of the loan (interest free for 20 years) given by the Holding Companyi.e. Tata Projects Limited (TPL) your Company is not permitted to declare dividend tothe equity shareholders (including the Holding Company/ promoter) until the re-payment ofloan 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 2018.

8. BORROWINGS

The borrowings of the Company i.e. long-term loans and working capital facilities fromBanks stood at Rs.2564 Lakhs as at 31st March 2018.

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 five(s) times i.e. on 2nd May2017 18th July 2017 24th October 2017 23rd January2018 and 9th March 2018. The gap between any two consecutive Board meetingsdid not exceed one hundred and twenty days.

11. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Nalin Shah as Chairman Mr. Michael Bastian Mr.Pralhad Pawar and Ms. Leja Hattiangadi as members. The composition of the Committee is asper the requirements of the provisions of Section 177 of the Act and the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 (Listing Regulations). The AuditCommittee continues to provide valuable advice and guidance in the areas of costingfinance and internal financial controls.

During the financial year the Audit Committee met seven (7) times i.e. on 2ndMay 2017 18th July 2017 21st September 2017 24thOctober 2017 18th December 2017 23rd January 2018 and 9thMarch 2018.

12. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) comprises of Mr. Michael Bastian asChairman Mr. Vinayak K Deshpande and Mr. Nalin Shah 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 NRC met seven (7) times i.e. on 2nd May2017 16th June 2017 18th July 2017 28th August2017 24th October 2017 23rd January 2018 and 9thMarch 2018.

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 2nd May2017 18th July 2017 24th October 2017 and 23rdJanuary 2018.

14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with Section 135 of the Act and the corresponding Rules made thereunderduring the year under review the Company constituted the Corporate Social Responsibility(CSR) Committee comprising of Ms. Leja Hattiangadi as Chairperson Mr. Vinayak KDeshpande and Mr. Pralhad Pawar as members. During the financial year the CSR Committeemet once (1) i.e. on 9th March 2018.

Further pursuant to the said provisions the CSR Committee formulated and the Boardapproved the CSR Policy detailing the activities to be taken and the avenues for spendingCSR funds. The said policy is placed on the website of the Company i.e. www.artson.netfor reference. In compliance of the policy adopted by the Board an amount of Rs.3.50Lakhs being 2% of the average net profit for the 3 preceding financial years wastransferred to the Tata Projects Community Development Trust (TPCDT) towards CSRexpenditure of the Company for the FY 2017-18.

The details pertaining to CSR Policy & Spend as per the provision of the act andlisting Regulations is enclosed herein 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. 31st March 2018 and the date of the report i.e. 26thApril 2018.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted adequate internal financial controls commensurate with thesize and complexity of its operations. During the year such controls were tested and noreportable material weakness in the design or operations was observed. The Company haspolicies and procedures in place for ensuring proper and efficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of accounting records and the timely preparation ofreliable financial information. The Company has adopted accounting policies which are inline with the Indian Accounting Standards (Ind-AS) and the Act. These are in accordancewith the generally accepted accounting principles in India. Changes in policies ifrequired are made in consultation with the Auditors and are approved by the AuditCommittee. The Company's internal audit system is geared towards ensuring adequateinternal controls commensurate with the size and needs of the business with the objectiveof efficient conduct of operations through adherence to the Company's policiesidentifying areas of improvement evaluating the reliability of financial statementsensuring compliances with applicable laws and Regulations and safeguarding of assets fromunauthorized use. Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the InternalStatutory Cost and Secretarial Auditors including audit of the internal financialcontrols over financial reporting by the Statutory Auditors and the reviews performed bythe Management and the relevant Board and Committees including the Audit Committee theBoard is of the opinion that the Company's internal financial controls were adequate andeffective during the year 2017-18.

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 is of the opinion that theCompany's internal financial controls were adequate and effective during the year ended 31stMarch 2018. Accordingly pursuant to Section 134(5) of the Act based on the above andthe representations 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 so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2018 and of the profit of theCompany for the year ended on that date;

• They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting 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 Companyand that such internal financial controls are adequate and were operating effectivelyduring the year ended 31st March 2018; 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 2018.

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.Vinayak K Deshpande Chairman of the Board retires by rotation and being eligible offershimself for re-appointment. The proposal for re-appointment Mr. Vinayak K Deshpande isbeing placed at the AGM along with the necessary details.

c) Changes in Directorship / Committee position

During the year under review Ms. Leja Hattiangadi was appointed as the Chairperson andMr. Vinayak K Deshpande and Mr. Pralhad Pawar were appointed as the members of the CSRCommittee of the Company. Except this there was no change in the designation/ terms ofDirectorship of any of the Directors of the Company.

d) Changes in the Key Managerial Personnel

• Pursuant to the provisions of Section 203 of the Act read with Rule 8 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and based onthe recommendations of the NRC the Board of Directors appointed Mr. Balaji Sethuramanas the CFO of the Company effective 11th July 2017 in place of Mr. RajeshMandale who ceased to be the CFO of the Company effective 6th May 2017.

• Pursuant to the provisions of Sections 197 and 203 of the Act read with Rule 8of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andbased on the recommendations of the NRC the Board of Directors appointed Mr. SaketMathur COO as the Manager of the Company effective 1st January 2018 inplace of Mr. Nikhil Naniwadekar who ceased to be the Manager & COO of the Companyeffective 1st January 2018.

e) Declaration by Independent Directors

As per the requirement of Section 149 (7) of the Act Mr. Michael Bastian Mr. NalinShah and Ms. Leja Hattiangadi the Independent Directors of the Company have submittedtheir respective declarations that they fulfil the criteria of independence under Section149 of the Act read with Regulation 25 of the SEBI (Listing Obligation 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 Board

Appointment 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 also enclosedas Annexure 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 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 andefficacy of 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 provision of Sections 139 142 and other applicable provisions of theAct (hereinafter referred to as ‘the Act') read with Rules made thereunder theShareholders at the 38th Annual General Meeting (AGM) of the Company held on 21stSeptember 2017 approved the appointment of M/s. Price Waterhouse & Co. CharteredAccountants LLP (PWC) (Firm Registration Number - 304026E/E-300009) as the StatutoryAuditors of the Company to hold office for a period of 5 years commencing from theconclusion of the 38th AGM till the conclusion of the 43rd AGM to beheld in the year 2022 subject to ratification of members at every general meeting ifrequired.

A resolution seeking ratification of appointment of the Statutory Auditors is placed inthe notice convening 39th AGM of the Company. The re-appointment of PWCthereafter shall be reviewed based on the order of Securities Appellate Tribunal (SAT).

The Auditors' Report issued by PWC for the financial year 2017-18 does not contain anyqualification reservations or 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 26th April2018 re-appointed M/s. Ernst & Young LLP (EY) (AAB-4343) as the Internal Auditors ofthe Company. EY confirmed their willingness to be re-appointed as the Internal Auditors ofthe Company. Further the Audit Committee in consultation with Internal Auditorsformulated the scope functioning periodicity methodology for conducting the internalaudit.

c) Cost Auditors

In terms of the provision 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 26th April 2018 re-appointed M/s. Sagar andAssociates Cost Accountants (Firm Registration No. 000118) as the Cost Auditors for thefinancial year 2018-19 to conduct the audit of Steel Products of the Company. Thenecessary consent letter and certificate of eligibility was received from M/s. Sagar &Associates confirming their eligibility to be re-appointed as the Cost Auditors of theCompany.

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 2018-19 has been included in the notice convening 39thAGM 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 2017appointed M/s. MKS & Associates Company Secretaries (Firm Registration No.S2017TL460500) as the Secretarial Auditors for the financial year 2017-18. The SecretarialAudit Report for the financial year 2017-18 in the prescribed form MR-3 on the Auditcarried 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 26th April 2018 re- appointed M/s. MKS & AssociatesCompany Secretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors ofthe Company for the financial year 2018-19. The necessary consent letter and certificateof eligibility was received from M/s. MKS & Associates Company Secretariesconfirming their eligibility to be re-appointed as the Secretarial Auditors of theCompany.

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 form time totime is enclosed as Annexure 7.

31. SHARE CAPITAL

The authorised share capital of the Company is Rs.170000000/- comprising of150000000 equity shares of Rs.1/- and 200000 preference shares of Rs.100/- each.Further the paid-up equity share capital of the Company is Rs.36920000/- divided into36920000 equity shares of Rs.1/- each. During the year under review there was nochange in the capital structure of the Company. Disclosure under Section 67(3)(c) of theAct in respect of voting rights not exercised directly by the employees of the Company isnot 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 Capitaland 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 CorporateGovernance provisions as specified in Regulations 17 to 27 and 46 (2) and para C D and Eof Schedule V are not applicable to the Company because neither the paid-up share capitalexceeds Rupees 10 Crore nor the net-worth exceeds Rupees 25 Crore as on the last day ofprevious financial year

i.e. 31st March 2018.

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.

Registered Office By Order of the Board
2nd Floor Transocean House Lake Boulevard Road For Artson Engineering Limited
Hiranandani Business Park Powai Mumbai
Maharashtra - 400076
Email: investors@artson.net;
Website: www.artson.net Vinayak K Deshpande
Date : 26th April 2018 Chairman
Place : Hyderabad DIN:00036827