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CIAN Agro Industries & Infrastructure Ltd.

BSE: 519477 Sector: Industrials
NSE: N.A. ISIN Code: INE052V01019
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NSE 05:30 | 01 Jan CIAN Agro Industries & Infrastructure Ltd
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52-Week high 50.20
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P/E 16.08
Mkt Cap.(Rs cr) 121
Buy Price 43.25
Buy Qty 300.00
Sell Price 43.25
Sell Qty 200.00
OPEN 45.00
CLOSE 45.50
VOLUME 4500
52-Week high 50.20
52-Week low 29.45
P/E 16.08
Mkt Cap.(Rs cr) 121
Buy Price 43.25
Buy Qty 300.00
Sell Price 43.25
Sell Qty 200.00

CIAN Agro Industries & Infrastructure Ltd. (CIANAGRO) - Director Report

Company director report

To

The Members

Your Board of Directors ("Board") is pleased to present theThirty-First Annual Report of CIAN Agro Industries & Infrastructure Limited("CIAN" or "the Company" or "your Company") for thefinancial year ended March 312018 ("the year under review" or "theyear" or "FY18").

In compliance with the applicable provisions of Companies Act 2013 (including anystatutory modification(s) or reenactments) thereof for time being in force) ("theAct") and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("the SEBI Regulations") this reportcovers the financial results and other developments during the financial year April 12017to March 312018 and upto the date of the Board meeting held on August 312018 to approvethis report in respect of CIAN and CIAN Consolidated comprising CIAN and its subsidiariescompanies. The consolidated entity has been referred to as "CIAN Group" or"Your Group" or "the Group" in this report.

1. FINANCIAL PERFORMANCE:-

Financial results for the year ended March 312018 are presented in the table below:-

Particulars

Standalone

Consolidated

2017-18 2016-17 2017-18 2016-17
Revenue from Operations 19684.95 10114.69 19810.65 10114.69
Other income 229.82 192.27 287.89 192.27
Total Income 19914.77

11 10306.97

20098.54 10306.97
Depreciation 197.88 36.57 222.91 36.57
Interest & Financial Expenses 353.23 124.56 392.89 124.56
Total Expenses 19633.54 9977.71 19841.72 9977.71
Profit before Exceptional items and tax 281.23 329.26 256.83 329.26
Profit /(Loss) Before Tax 281.23 329.26 256.83 329.26
Tax expense 144.69 2.94 144.69 2.94
Profit /(Loss) After Tax 136.54 326.33 112.13 326.33
Other comprehensive income 2146.09 - 3206.40 -
Total comprehensive income 2282.63 326.33 3318.54 326.33

1.SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31st March 2018 there are two (2) wholly-owned subsidiary Companiesof the Company viz. Jairam Infraventure Private Limited (CIN No.:- U27100MH2015PTC261997)and Purti Agrotech Limited (CIN No.:- U27100MH2015PTC261997). Company has completed 100%acquisition of M/s Purti Agrotech Limited in fourth Quarter of Financial Year 2017-18under review.

A separate statement containing the salient features of the financial statements ofWholly-owned subsidiary Companies of the Company in form AOC-1 is appended as"ANNEXURE-A" forms part of the consolidated financial statements.

The financial statements of the wholly-owned subsidiary companies and their relatedinformation are uploaded on the website of your Company and can be accessed using the linkhttp://www.cianindustries.com/investors documentation and the same are available forinspection by the Members at the Registered Office of your Company during business hourson all working days except Saturdays and Sundays up to the date of the 31stAnnual General Meeting ("31st AGM") as required under Section 136 ofthe Act. Any Member desirous of obtaining a copy of the said financial statements maywrite to the Company Secretary at the Registered Office Address.

3. DISCLOSURE OF ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

The Ministry of Corporate Affairs ("MCA") vide its notification datedFebruary 16 2015 issued Indian Accounting Standards ("IND AS") applicable tocertain classes of companies. In exercise of the powers conferred by Section 133 read withsection 469 of the Companies Act 2013 and Section 210A(1) of the Companies Act 1956 theCentral Government in consultation with the National Advisory Committee on AccountingStandards has replaced the existing Indian GAAP with IND AS and laying down the road mapfor application of Indian Accounting Standards to Companies.

According to this Companies whose equity shares are listed on any stock exchange inIndia or outside India and having net worth of less than Rupees Five Hundred Crores has tomandatorily adopt Indian Accounting Standards from the Financial Year beginning on orafter 1st April 2017. For CIAN IND AS is applicable for the accountingperiods beginning April 12017 with the transition date of April 12016. Hence theCompany has adopted Indian Accounting Standard from this Financial Year.

The following are the key areas which had an impact on account of IND AS transition:-

• Revenue reclassification

• Share based payments

• Fair valuation of certain financial instruments

• Defined employee benefit obligations

• Intangible assets

The detailed reconciliation of the transition from IGAAP to IND AS has been provided inNote 40 in the notes to accounts of Standalone Financial Statement and Note 44 in thenotes to accounts of Consolidated Financial Statement.

4. OPERATIONS OF THE COMPANY:-

During Financial Year 2017-18 Company has posted revenue from operations of Rs.19684.95 Lakhs against Rs. 10114.69 in Financial Year 2016-17 a growth of more than 90%over the previous Financial year 2016-17.

Segment wise reviews of operations of the Company are as follows:-

i) Agro Division:-

During the Financial year 2017-18 under review revenue from Agro Division of theCompany the Company is Rs. 14423.97 Lakhs as compared to previous financial year of Rs.7883.53 Lakhs.

Revenue from sale of Edible oils under brand of "AMRUTDHARA" is continuouslycontributed lion share in total turnover of the Company. Revenue from sale of edible Oilsis Rs. 12062.30 lakhs during year under review as compared to previous year of Rs.7572.68 Lakhs growth in business of edible oils of nearly 60% from previous year.

CIAN is committed to delivering superior and differentiated products that create valuefor the Indian consumer. Some of the differentiated products of best internationalstandards include CIAN Spices offering consumers and future generations a safer and betterproduct. Your Company's FMCG brands of Edible Oils and Spices have achieved impressivemarket standing in a relatively short span of time. The Spices products of the Company aremanufactured through its Wholly-owned subsidiary Purti Agrotech Limited. The Company alsoaims at increasing its geographical reach internationally in the coming years.

ii) Health and Personal Care Division:-

During financial Year 2017-18 under review Revenue from operation of Healthcaredivision of the Company is Rs. 2417.42 Lakhs as compared to previous year of financialyear of Rs. 7883.53 Lakhs. Major Revenue from Healthcare division of the Company iscontributed through distribution of Medical Devices however revision of majority ofmedical devices by the National Pharmaceutical Pricing Authority (NPPA) during financialyear under review affects revenue of the aforesaid division in compared to previous year.

Further Company has diversified operation of Personal care division by introducingsanitary products under the brand "Klaren" & cosmetic products under thebrand "O'IR" and a range of home care products under the brand named"NEU" last year. Revenue from operation from personal care division of theCompany is Rs. 57.94 Lakhs. Your Company is well positioned to seize the emergingOpportunities. Aforesaid division of the Company has strong potential for expansion inrecent future and to build strong fundamentals of the Company.

iii) Infra Division:-

During Financial Year 2017-18 under review Infrastructure Division has recordedturnover of Rs. 2836.64 Lakhs. Company also operates Aluminum processing unit and hotrolling mill through its wholly-owned subsidiary Jairam Infraventure Pvt. Ltd. (the"Jairam"). The Plant of the Jairam is strategically located at MIDC KalmeshwarDist. Nagpur and has a strategic geographical location which allows us to tap a vast areaof the market and serve our customer better across India. Financial Year 2018-19 willwitness the Commencement of Commercial Operation of Aluminium processing Unit subsidiaryof our Company.

5. CHANGE IN NATURE OF BUSINESS

There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the Financial Year 2017-18 and the date ofthis report. Further there has been no change in the nature of business of the Company.

6. SHARE CAPITAL

As at March 312018 the Authorised Share Capital of the Company was Rs.300000000/- divided into 29850000 equity shares of Rs. 10 each and 15000 PreferenceShares of Rs. 100 each. The paid-up Share Capital of the Company is Rs. 279858950/-divided into the paid-up Equity Share Capital of Rs. 279858950/- consisting of27985895 Equity shares of Rs. 10 each.

During Financial Year 2017-18 as per direction of Hon'ble Board for Industrial andFinancial Reconstruction (BIFR) Company has redeemed outstanding 5000 14% cumulativePreference Shares of Rs. 100 each at Par with accumulated interest thereon in FinancialYear 2016-17 U/s 48 and 55 of the Companies Act 2013.

7. DIVIDEND:-

In order to conserve the resources of the Company your directors do not recommend anydividend.

8. TRANSFER TO RESERVES:-

There is no amount proposed to be transferred to the Reserves.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:-

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts or arrangements entered into by the Company with its related partiesduring the financial year 2017-18 were in accordance with the provisions of the CompaniesAct 2013 and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. All such contracts or arrangements were onarm's length basis and in the ordinary course of business and have been approved by theAudit Committee. No material contracts or arrangements with related parties were enteredinto during the year under review. However during financial year 2017-18 under reviewCompany has contributed cash in Equity shares of two wholly-owned Subsidiary Companies M/sJairam Infraventure Private Limited and M/s Purti Agrotech Limited and thus related partytransaction as per para 21(g) of IND AS 24 details thereof in the prescribed Form AOC-2is appended as "ANNEXURE-B" to the Board's report in terms of Section 134 ofthe Act read with Rule 8 of the Companies (Accounts) Rules 2014.

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

With respect to Particulars of Energy Conservation Technology Absorption requiredunder the Companies (Accounts) Rules 2014 A separate statement of Particulars of EnergyConservation Technology Absorption and Foreign Exchange Earnings and Outgo is appended as"ANNEXURE-C" to the Board's report.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):-

i) RE-APPOINTMENT OF INDEPENDANT DIRECTORS:-

Mrs. Gouri Chandrayan (DIN: 07143914) and Mr. Anandrao Raut (DIN: 01936684) willcomplete his present term as an Independent Directors of the Company on the ensuing AnnualGeneral Meeting.

The Board of directors at their meeting held on 29th March 2018 on therecommendation of the Committee recommended for the approval of the Members there-appointment of Mrs. Gouri Chandrayan and Mr. Anandrao Raut as Independent Directors ofthe Company for a period of five years to hold office upto the Annual General Meeting tobe held in year 2021.

Both the Independent Directors of the Company have given their respective declarationsstating that they meet the criteria prescribed for independence as stipulated underSection 149(6) of the Companies Act 2013.

ii) DIRECTOR'S RETIRING BY ROTATION:-

In accordance with the provisions of Section 152 of the Act read with Article 82(iv) ofthe Articles of Association of the Company Mr. Ravindra Boratkar (DIN: 00299351) willretire by rotation at the ensuing AGM and being eligible offer themselves forre-election. The Board has recommended their re-election.

The brief resume and other details relating to Shri. Ravindra Boratkar Mrs. GouriChandrayan and Shri. Anandrao Raut who is proposed to be re-appointed as required to bedisclosed under Reg. 36 of the SEBI (LODR) Regulation 2015 is incorporated in the"ANNEXURE-1" to the notice calling 31st Annual General Meeting of theCompany.

iii) RESIGNATION AND APPOINTMENT OF DIRECTORS:

During Financial Year 2017-18 under review Shri. Shrawan Parate (DIN: 00236098) andShri. Arvind Bakde (DIN: 00192273) has tendered their resignation from the post ofDirector and Whole-time Director of the Company with effect from 30th June2017 and 7th October 2017. The Board of Directors wishes to place on recordits sincere appreciation and gratitude for the valuable contribution and leadershipreceived from Shri. Shrawan Parate and Shri. Arvind Bakde during their brief associationwith the Company.

iv) RESIGNATION/APPOINTMENT OF KEY MANAGERIAL PERSONNEL:

During Financial Year under review Shri. Nitin Bedekar (PAN No.: AELPB9465P) hastendered his resignation from the post of Chief Financial Officer and Key ManagerialPerson of the Company with effect from 30th June 2017. The Board places onrecord its deep appreciation for the outstanding contribution made by Shri. Nitin Bedekarin the Company. Shri. Rajendra Zade (PAN: AAEPZ0760G) has been appointed to the post ofChief Financial Officer with effect from 11th July 2017 and was designated as"Key Managerial Personnel" of the Company in terms of Sections 2(51) and 203 ofthe Companies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

v) KEY MANAGERIAL PERSONNEL:

Pursuant to the Section 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicableprovisions and rules of the Companies Act 2013 the following existing executives of theCompany were designated as the Key Managerial Personnel of the Company by the Board interm of 2(51) of the Companies Act 2013.

Mr. Nikhil Gadkari Managing Director Mr. Suneet Pande Chief Executive Officer Mr.Rajendra Zade Chief Financial Officer Mr. Rohan Deshpande Company Secretary

13. MANAGEMENT'S DISCUSSION AND ANALYSIS:-

In terms of the provisions of Reg. 34 of the SEBI (LODR) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report is appended as "ANNEXURE-D"to the Board's report.

14. EVALUATION OF BOARD'S PERFORMANCE:-

The annual evaluation process of the Board of Directors ("Board") Committeesand individual Directors was carried out in the manner prescribed in the provisions of theAct Guidance Note on Board Evaluation issued by Securities and Exchange Board of India onJanuary 5 2017 and as per the Corporate Governance requirements prescribed by SEBIListing Regulations.

The performance of the Board Committees and individual Directors was evaluated by theBoard seeking inputs from all the Directors. The performance of the Committees wasevaluated by the Board seeking inputs from the Committee Members. The performance of theBoard Committees and individual Directors was evaluated by the Board seeking inputs fromall the Directors. The performance of the Committees was evaluated by the Board seekinginputs from the Committee Members.

15. DIRECTORS' RESPONSIBILITY STATEMENT:-

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:-

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

c) The directors had 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 had prepared the annual accounts on a going concern basis and

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 had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

16. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company/ Business policyand strategy apart from other Board business. During the year under review 12 (Twelve)Board Meetings were held and the intervening gap between the meetings did not exceed theperiod prescribed under the Act the details of which are given in the CorporateGovernance Report which forms an integral part of this report.

The notice of Board/Committee meeting is given well in advance to all the Directors.Usually meetings of the Board are held in Nagpur. The Agenda of the Board/CommitteeMeetings is set by the Company Secretary in consultation with the Chairperson of theCompany.

17. MATERIAL EVENTS OCCURRING AFTER END OF FINANCIAL YEAR:-

i. Shifting of Registered Office of the Company:-

The Registered office of the Company was previously situated at 7th FloorShop No. 602 B-Wing Shriram Shyam Tower Kingsway Nagpur Maharashtra-440001. Duringfinancial Year 2017-18 as per board resolution passed by board of directors in meeting ofBoard of directors of the Company on 12th July 2018 has shifted registeredoffice of the Company to Plot No. 197/198 Baji Prabhu Nagar Near Hill topNagpur-440010 Maharashtra India within local limit of the City Nagpur.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal financial Control of the Company has been designed to provide reasonableassurance with regard to recording and providing reliable Financial and operationalinformation complying with applicable Accounting Standards. Company periodically conductsphysical verification of inventory fixed Assets and cash on hand and matches them withthe Books of Accounts. Explanations are sought for any variances noticed from therespective functional heads.

The Company's internal control systems with reference to the financial statements areadequate and commensurate with the nature of its business and the size and complexity ofits operations and ensure that all its assets are safeguarded and protected againstlosses.

The Board of Directors of the Company appointed M/s T. P. Dable & Co CharteredAccountants as the Internal Auditor of the Company to conducts the audit on regularbasis the checks & controls to prevent detect and correct any irregularities in theoperations have been laid down by the Company. The Internal Auditor directly reports tothe Audit Committee for functional matters. The findings of the Internal Auditor arediscussed on an on-going basis in the meetings of the Audit Committee and various stepshave been taken to implement the suggestions of the said Internal Auditor. The AuditCommittee in its quarterly meetings periodically reviews the internal audit and controlsreports.

19. OUTLOOK FOR NEW SEASON:

The Company last year rejuvenated its Oil production sector with new product launchesand diversification into various edible oils under the brand name "AMRUTDHARA".This year while continuing to build on "AMRUTDHARA" the Company is also focusedon increasing its turnover revenue in the healthcare sector from "O'IR""KLAREN" and "NEU" with new product launches and product improvementthrough R & D. This will enable the Company to expand its reach in the markets &consolidates its position.

The Company is also in talks with many of the supermarket to increase its marketpresence on a nationwide scale

The Company is also looking forward to handsome trading turnover from Healthcare andInfrastructure Division in the financial year 2018-19.

20. COMMITTEES

The Company has total three Committees namely Audit Committee StakeholdersRelationship cum Share transfer Committee and Nomination and Remuneration Committee. Thedetails of which are given in the Corporate Governance Report which forms an integralpart of this report.

21. CORPORATE GOVERNANCE CERTIFICATE:-

Your Company is committed to achieve the highest standards of Corporate Governance. Aseparate statement on corporate governance is enclosed as a part of the Annual Reportalong with the Auditor's Certificate on its compliance is appended as"ANNEXURE-E" to the Board's report.

22. PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to Section 197 r. w. Rule 5 of the Companies Act(Appointment and Remuneration of Managerial Personnel) Rules 2014 and amendments theretoare annexed herewith is appended as "ANNEXURE-F".

23. INFORMATION TECHNOLOGY

Your Company has been implementing Enterprises Resource Planning (ERP) System in allplants depots and head office of the Company enabling alignment of strategies andoperations better supply chain control at operational level and access to consolidateddata of the Company through integrated system.

24. HUMAN RESOURCES:-

Several innovative people - focused initiatives have been instituted at the Grouplevel and these are translated into action at all of the Group Companies. Our basicobjective is to ensure that a robust talent pipeline and a high- performance culturecentered around accountability is in place. We feel this is critical to enable us retainour competitive edge.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Your Company has duly constituted Internal Complaint Committee (ICC) to provideprotection against sexual harassment of woman at workplace and for the prevention andredressal of complaints of sexual harassment and for matters connected therewith orincidental thereto as per the requirements of the Section 4 of The Sexual Harassment ofWoman at Workplace (Prevention Prohibition and Redressal) Act 2013 (No. 14 of 2013). Allwomen employees (permanent contractual temporary and trainee) are covered under thisPolicy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year:-

a) No. of Complaints received: 0

b) No. of Complaints disposed off: 0

26. EXTRACT OF ANNUAL RETURN:-

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT-9 as a part of this Annual Report is appended as "ANNEXURE-G"

27. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:-

The Company's Board of Directors pursuant to the provisions of Section 177(9) of theCompanies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014 has framed 'Vigil Mechanism Policy' for Directors and employees of theCompany. The policy is to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimisation on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports and so on.

The employees of the Company have the right/option to report their concern /grievanceto the Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations.

28. RISK MANAGEMENT POLICY AND REPORT

A detailed review of business risks and the Company's plans to mitigate them isassessed and considered by the Company's Board of Directors. The Board has adopted theRisk Management Policy and Guidelines to mitigate foreseeable risks avoid eventssituations or circumstances which may lead to negative consequences on the Company'sbusinesses and define a structured approach to manage uncertainty and to make use ofthese in their decision making pertaining to all business divisions and corporatefunctions. Risk evaluation is an ongoing and continuous process within the Company and itis regularly updated to the Board of the Company.

29. AUDIT & AUDITOR REPORT:-

i) STATUTORY AUDIT:-

In the 29th Annual General Meeting (AGM) held in the year 2016 M/s P. G.Joshi & Company Chartered Accountants (Firm Registration No. 104416W) was appointedas Statutory Auditors of the Company for a tenure of 5 years subject to ratification oftheir appointment at every subsequent AGM. The Ministry of Corporate Affairs has videnotification dated May 7 2018 obliterated the requirement of seeking Member'sratification at every AGM on appointment of Statutory Auditor during their tenure of 5years. M/s P. G. Joshi & Company have under Section 139(1) of the Act and the Rulesframed thereunder furnished a certificate of their eligibility.

The report of the Statutory Auditor forming part of the Annual Report does not containany qualification reservation adverse remark or disclaimer. The observations made in theAuditor's Report are self-explanatory and therefore do not call for any further comments.

ii) COSTAUDIT:-

As per Section 148 of the Act the Company is required to have the audit of its costrecords conducted by a Cost Accountant. The Board of Directors of the Company has on therecommendation of the Audit Committee approved the appointment of Mrs. Jyotsna Rajpal(Membership No.:- 14520) Practicing Cost Accountants Nagpur as the Cost Auditor of theCompany to conduct cost audits pertaining to relevant products prescribed under theCompanies (Cost Records and Audit) Rules 2014 for the year ending March 312019. TheBoard of Director on recommendation of the Audit Committee approved remuneration of Rs.20000/- (Rupees Twenty Thousand only) excluding s out-of-pocket expenses and GST asapplicable subject to the ratification of the said fees by the shareholders at the ensuing31st Annual General Meeting.

A resolution regarding ratification of remuneration payable to Mrs. Jyotsna RajpalPracticing Cost Accountants Nagpur forms part of the Notice convening the 31stAnnual General Meeting of the Company.

iii) SECRETARIAL AUDIT:-

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Director appointed Mr.Kaustubh Moghe Practicing Company Secretary to conduct the Secretarial Audit of theCompany for year ended March 312018. The Secretarial Audit report for the financial year2017-18 forms part of the annual report is appended as "ANNEXURE-H" to theBoards Report.

The Secretarial Audit report in Form MR-3 to the shareholders of the Company for thefinancial year ended March 31 2018 does not contain any qualification or adverse remarks.

1. CORPORATE SOCIAL RESPOSIBILITY

Section 135 of the Companies Act 2013 has imposed Corporate Social Responsibilitymandate on companies having minimum threshold limit of net worth turnover or net profitas prescribed. Since your company does not meet any one of these criterion it remainsoutside the purview of Sec. 135 and consequently the reporting requirements thereunder donot at present apply to us.

Even though your Company as a responsible corporate citizen has been making significantcontributions towards socio-economic development. Your Company has been undertakingvarious schemes for the promotion of education health-care and Community development etc.

1. OTHER DISCLOSURES:-

a) During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (Including any Statutory Modification(s) or re-enactment(s) thereof for the time being in force);

b) The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India (ICSI) on Meetings of the Board of Directors and GeneralMeetings;

c) There are no significant material order passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future;

d) The Managing Director and CEO of the Company has not received any remuneration orcommission from any of subsidiaries of the Company as specified under section 197(14) ofthe Companies Act 2013;

e) None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force.);

f) During Financial year under review there has been no revision of financialstatement in the relevant financial year.

g) The Company does not have any scheme or provision of money for the purchase of itsown shares by employees/Directors or trustee for the benefit employees/ Directors; and

h) The Company has not issued Equity Shares with differential rights as to dividendvoting or otherwise.

32. APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year. The Board conveys its appreciation for its customers shareholders suppliers aswell as vendors bankers business associates regulatory and government authorities fortheir continued support.

For and on behalf of the Board of Directors
Gouri Chandrayan
Place : Nagpur Chairperson
Date : 31st August 2018 DIN:07143914