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D. P. Abhushan Ltd.

BSE: 535026 Sector: Consumer
NSE: DPABHUSHAN ISIN Code: INE266Y01019
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D. P. Abhushan Ltd. (DPABHUSHAN) - Director Report

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company") along withtheauditedfinancialstatementsforthefirstfinancialyearendedMarch312018.

FINANCIAL HIGHLIGHTS:

Particulars FY. 2017-18
Revenue From Operations
- Gems and Jewellery 65864.34
-Windmill 109.79
Other Income 17.16
Total Income 65991.29
Less: Total Expenses before Depreciation Finance Cost and Tax 63783.73
Profit before Depreciation Finance Cost and Tax 2207.56
Less: Depreciation 131.36
Less: Finance Cost 951.44
Profit Before Tax 1124.75
Less: Current Tax 273.04
Less: Deferred tax Liability (Asset) 37.06
Profit after Tax 814.65

During the year under review the revenue from operation of the Company was stoodat?65974.13 Lakh from both the segment. Further profit before tax in the financialyear2017-18 stood at ?1124.75Lakhs making net profit after tax of?814.65 Lakhs.

ABOUT COMPANY:

Company was originally formed as a partnership firm under the Partnership Act 1932("Partnership Act") in the name and style of "M/s D. P. Jewellers"pursuant to a deed of partnership dated April 1 2003 entered between Mr. RatanlalKatariaand Mr. Anil Kataria. The name of the partnership firm "M/s. D.P. Jewellers" waschanged to "M/s D. P. Abhushan" and new partners were admitted pursuant topartnership deed dated February 14 2017. "M/s. D.P. Abhushan" was thereafterconverted from partnership firm to Public Limited Company under Part I Chapter XXI of theCompanies Act 2013 with the name of "D. P. Abhushan Limited" and received acertificate of incorporation from the Registrar of Companies Central Registration CentreManesar Gurugram on May 2 2017 bearing registration no. 043234/2017-18.

BUSIN ESS OVERVIEW:

Your Company is engaged in the retail business of various jewelleries and ornamentsmade out of gold diamonds and platinium studded with precious and semi precious stones.Our portfolio includes earrings armlet pendants gajrahs nose rings bracelets chainsnecklaces bangles and other wedding jewellery. Your Company continues to move ahead onits welldefined growth path of opening of new retail chain storesS launching of newdesigns & collections.

Your Company continues to focus on expanding its retail presence and have a fourshowrooms in Rajasthan and Madhya Pradesh. Company is also dealing in a power generationand installed 5 wind trubine generators of 750 KW each in the village Bagia & NaveliRatlam Madhya Pradesh. Company has entered into an agreement with M. P. Power ManagementCo. Ltd. for exclusive sale of power generated from wind turbine generatorto MPPMCL. Yourcompany has outsourced all operations and maintenance activities relating to wind turbinesto a third party.

DIVIDEND:

With a view to conserve and save the resources for future prospect of the Company yourDirectors regret to declare dividend forthefinancialyear 2017-18.

TRANSFERTO GENERAL RESERVE:

Your Directors do not propose transfer of any amount to the General Reserves. Fullamount of net profit are carried to reserve & Surplus account of the Company.

CHANGEIN NATUREOFBUSINESS:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

SHARE CAPITAL:

During the year under review the following changes have taken place in the authorisedand paid-up share capital of the Company:

AUTHORIZED CAPITAL

At the time of Incorporation of the Company the Authorized Capital of the Company was?163500000/- divided into 16350000 Equity Shares of? 10/- each.

The Authorized Capital of the Company was increased to ? 228500000/- divided into22850000 Equity Shares of? 10/- each vide Special Resolution passed by the Members intheir Extra-ordinary General Meeting held on June 202017.

ISSU ED SU BSCRI BED & PAID-U P CAPITAL

Pursuant to subscription to the Memorandum of Association of the Company thesubscribers have been allotted total 16322850 Equity Sharesof?10/- each aggregatingto?163228500/-.

Pursuant to Initial Public Offer of Equity Shares by the Company the Board ofDirectors in their meeting held on October 162017 has allotted total 5932000 EquityShares of ?10/- each at price of? 28/- per equity shares to the successful allotteeswhose list have been finalized by the Company the Registrar to the issue and merchantbanker in consultation with the NationalStock Exchange of India Limited.

The present Paid-up Capitalof the Company is?222548500/- divided into 22254850Equity Shares of? 10/-.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

The Board of Directors had in its meeting held on June 102017 proposed the InitialPublic Offer of such number of equity shares at such premium aggregating the amount notexceeding ? 35.00 Crores. The Members of the Company had also approved the proposalof theBoard of Directors in their Extra-ordinary General Meeting held on June 202017.

Pursuant to the authority granted by the Members of the Company the Board of Directorshas appointed Hem Securities Limited as Lead Manager and Bigshare Services Private Limitedas Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

The Company had applied to National Stock Exchange of India Limited ("NSE")for in-principle approval for listing its equity shares on the Emerge Platform of the NSE.NSE has vide its letter dated September 15 2017 granted its In- Principle Approvaltothe Company.

The Company has filed Prospectusto the Registrar of the Company Gwalior on September262017. The Public Issue was opened on Monday October 92017 and closed on WednesdayOctober 112017. The Basis of Allotment was finalized by CompanyRegistrar to the issueand merchant banker in consultation with the National Stock Exchange of India Limited onOctober 162017The Company has applied for listing of its total equity shares to NSE andNSE has granted its approval vide its letter dated October 182017. The trading of equityshares of the Company commenced on October 232017 at Emerge Platform of NSE.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CONSTITUTION OF BOARD:

As on the date of this report the Board comprises following Directors;

Date of

No. of Committee1

No. of
Name of Director Category Cum Designation Appointment at current Term & designation Total Directo rship2 in which Director is Members in which Director is Chairman Shares held as on March 312018
Mr. Vikas Kataria Chairman and Managing Director June 102017 2 2 - 607330 Equity Shares
Mr. Santosh Kataria Whole Time Director July 112017 4 - - 607330 Equity Shares
Mrs. Renu Kataria Non-Executive Director June 202017 1 - - 1203230 Equity Shares
Mr. Sanskar Kothari Independent Director July 162018 2 - 2 -
Mr. Mukesh Jain Independent Director July 152017 2 2 - -

1 Committee includes Audit Committee and Shareholders' Grievances Committeeacross all Public Companies. 2Excluding Section 8 Company & struck ofCompanies

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from requirement of having composition of Board as per Regulation 17of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company andnone of the Director of the Company is holding position as Independent Director in morethan 7 Listed Company. None of the Directors of the Company is disqualified for beingappointed as Director as specified in Section 164 (2) of the Companies Act 2013.

BOARD MEETING

The Board of the Company regularly meets to discuss various Business opportunities.Additional Board meetings are convened as and when requires to discuss and decide onvarious business policies strategies and other businesses.

During the year under review Board of Directors of the Company met 16 times onMay22017;May 182017; June 10 2017; July 11 2017; July 12 2017; July 19 2017; July 242017; July 29 2017; August 21 2017; August 28 2017; September42017;September92017;September262017;October 162017;January252018; March 312018.

The details of attendance of each Directorat the Board Meetingsare given below;

Name of Director Date of Original Appointment Date of Appointment at current Designation Date of Cessation Number of Board Meetings Eligible to attend Number of Board Meetings attended
Mr. Vikas Kataria May 22017 June 102017 - 16 16
Mr. Santosh Kataria May 22017 June 112017 - 16 16
Mr. Anil Kataria May 22017 June 102017 June 112017 3 3
Mr. Ratanlal Kataria June 202017 - June 112017 3 3
Mrs. Renu Kataria June 202017 - - 13 13
Mr. Chitresh Mehta June 202017 - June 162017 13 13
Mr. Mukesh Jain July 152017 - - 11 11

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.

IN DEPEN DENT DIRECTORS

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two Non-Promoter Non-Executive Independent Directors in line with the act. Aseparate meeting of Independent Directors was held on March 31 2018 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company managementand Board.

The Company has received necessary declaration from each independent director underSection 149 (7) of the act that they meet the criteria of independence laid down inSection 149 (6) of the act.

INFORMATION ON DIRECTORATE

At the time incorporation of the Company Mr. Anil Kataria Mr. Santosh Kataria and Mr.Vikas Kataria were proposed to be appointed as Directors of the Company. The CentralRegistration Center has approved the application and they were appointed as FirstDirectors of the Company in pursuance of Articles of Assocaiton of the Company.

After Incorporation of the Company the Board of Directors in their meeting held onJune 102017 has appointed Mr. Vikas Kataria as Managing Directorof the Company and Mr.AnilKatriaas Whole Time Director of the Company.

Based on notice received from members underSection 160 of the Act and on recommendationof the Board of Directors Mr. Chitresh Mehta Mr. Ratan Lai Kataria and Mrs. RenuKatariawere appointed as Non-Promoter Non-Executive Independent Director Promoter-Chairman andNon-Executive and Promoter-Non-Executive Directorof the Company respectively.

Later on Mr. Anil Kataria and Mr. Ratan Lai Kataria have tendered their resignationwith effect from July 11 2017. The Board placed on record its appreciation for theguidance and contribution made by Mr. Anil Kataria and Mr. Ratan Lai Kataria during theirtenure on the Board. Further Mr. Santosh Kataria was appointed as Whole-Time Director ofthe Company onJulyl 12017.

Based on notice received from members underSection 160 of the Act and on recommendationof the Board of Directors Mr. Mukesh Jain was appointed as Non-Promoter Non-ExecutiveIndependent Directorof the Company.

Further after closure of financial year 2017-18 Mr. Chitresh Mehta has resigned fromthe Board w.e.r. July 16 2018. The Board placed on record its appreciation for theguidance and contribution made by Mr. Chitresh Mehta.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Vikas Kataria Managing Director of the Company retires byrotation at the ensuing annual general meeting. He being eligible has offered himselffor re-appointment as such and seeks re-appointment. The Board of Directors recommends hisappointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofthe person seeking re-appointment/ appointment as Director are also provided in Note No.14 of the Notice convening the 1 st annual general meeting.

KEY MANAGERIAL PERSON N EL

No changes among Key Managerial Personnel took place during the year. In accordancewith Section 203 of the CompaniesAct2013Mr.Vikas Kataria Managing Director Ms.ChitraSheedhar Company Secretary and Mr. Vijesh Kumar Kaseracontinued to be KeyManagerial Personnelof the Company.

After closure of first financialyear of the Company Ms. ChitraShreedhar who wasacting as the Company secretary of the Company has tendered her resignation w.e.f. May12018. The Board placed on record its appreciation for the service rendered by Ms.ChitraSheedhar during her tenure in the Company. The Board of Directors in their meetingheld on May 1.2018 has appointed Ms. Anika Jain as the Company Secretary and Complianceofficer of the Company w.e.f. May 1.2018.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

• The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

• The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

• The board and the nomination and remuneration committee reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspectsof his role.

Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 312018 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to givea true andfairview of thestate of affairs of the Company at the end ofthefinancialyearand of theprofit or loss of the Companyforthatyear;

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

d) The Directors had prepared the annual accounts for the year ended March 312018 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal FinancialControlsareadequateand were operating effectively;and

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.

COMMITTEE OF BOARD

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

A. Audit Committee:

The Board of Directors in their meeting held on July 19 2017 has formed auditcommittee in line with the provisions Section 177 of the Companies Act 2013. Thecommittee shall meet at least four times in a year and not more than 120 days shall elapsebetween any two meetings. Audit Committee meeting is generally held for the purpose ofrecommending the half yearly and yearly financial result. Additional meeting is held forthe purpose of reviewing the specific item included in terms of reference of theCommittee.

During the year under review Audit Committee met 4 (Four) times vizJuly242017;October 162017; January 252018 and March 312018.The composition of theCommittee and the details of meetings attended by its members are given below:

Name Designation

Number of meetings during the financial year 2017-18

Eligible to attend Attended
Chitresh Mehta Chairman 4 4
Mukesh Jain Member 4 4
Vikas Kataria Member 4 4

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officerof the Company isa regular invitee at theMeeting.

Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard.

Later on after the closure of financial year 2017-18 due to resignation of Mr.Chitresh Mehta from the Directorship of the Company Mr. Sanskar Kothari has beenappointed as Chairman of the Committee w.e.f. July 162018.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is availableonthewebsiteoftheCompanyatwww.dpjewellers.com.

B. Stakeholder's Grievance & Relationship Committee:

The Board of Directors in their meeting held on July 19 2017 has formedStakeholder's Grievance & Relationship Committee mainly to focus on the redressalofShareholders1/ Investors' Grievances if any likeTransfer/Transmission / Dematof Shares: Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants;etc. The Stakeholders Relationship Committee shall meet at least four times a year withmaximum interval of four months between two meetings and shall report to the Board on aquarterly basis regarding the status of redressalof complaints received from theshareholders of the Company.

During theyear under review Stakeholder's Grievances Relationship Committeemet3(Three) times viz on July 242017; October 162017 and January 252018.The compositionof the Committee and the details of meetings attended by its members are given below:

Name Designation

Number of meetings during the financial year 2017-18

Eligible to attend Attended
Chitresh Mehta Chairman 3 3
Mukesh Jain Member 3 3
Vikas Kataria Member 3 3

During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 312018.

Later on after the closure of financial year 2017-18 due to resignation of Mr.Chitresh Mehta from the Directorship of the Company Mr. Sanskar Kothari has beenappointed as Chairman of the Committee w.e.f. July 162018.

C. Nomination and Remuneration Committee:

The Board of Directors in their meeting held on July 192017 has formed Nominationand Remuneration committee in line with the provisions of Section 178 of the CompaniesAct 2013. Nomination and Remuneration Committee meetings are generally held foridentifying the persons who are qualified to become Directors and may be appointed insenior management and recommending their appointments and removal. Further the committeeshall also meet as and when the need arises for review of Managerial Remuneration.

During the year under review Nomination and Remuneration Committee metonMarch312018.The composition of the Committee and the details of meetings attended byits members are given below:

Name Designation

Number of meetings during the financial year 2017-18

Eligible to attend Attended
Mukesh Jain Chairman 1 1
Chitresh Mehta Member 1 1
Renu Kataria Member 1 1

Later on after the closure of financial year 2017-18 due to resignation of Mr.Chitresh Mehta from the Directorship of the Company Mr. Sanskar Kothari has beenappointed as Member of the Committee w.e.f. July 162018.

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpowerincompetitive market and to harmonize the aspirationsof human resources consistent with thegoals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances etc. to its Managing Directorandthe Executive Directors.

Key points of the Nomination and Remuneration Policy are;

a. PolicyonAppointmentofDirectors.KeyManagerialPersonnelandSeniorManagementPersonnel:

• The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board forhis/herappointment.

• A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment.

• In case of appointment of Independent Director the Committee shall satisfyitself with regard to the independent nature of the Directorvis-a-vis the Company so as toenable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director KMPand Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis-a-vis the Company. The Company's philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid bytheCompany are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company atwww.dpjewellers.com.

Remuneration of Director:

The details of remuneration paid during the financial year 2017-18 to ManagingDirectorof the Company is provided in Form MGT-9 which is the part of this report.

c. Corporate Social Responsibility Committee:

The Board of Directors in their meeting held on July 192017 has formed CorporateSocial Responsibility committee in line with the provisions of Section 135 of theCompanies Act 2013. Corporate Social Responsibility Committee meetings. During the yearunder review Corporate Social Responsibility Committee met on January 252018. Thecomposition of the Committee and the details of meetings attended by its members are givenbelow:

Name Designation

Number of meetings during the financial year 2017-18

Eligible to attend Attended
Chitresh Mehta Chairman 1 1
Vikas Kataria Member 1 1
Mukesh Jain Member 1 1

Later on after the closure of financial year 2017-18 due to resignation of Mr.Chitresh Mehta from the Directorship of the Company Mr. Sanskar Kothari has beenappointed as Chairman of the Committee w.e.f. July 162018.

Social responsibility has always been at the forefront of your Company's operatingphilosophy. As a responsible corporate citizen the Company tries to contribute towardssocial causes on a regular basis. The Corporate Social Responsibility Policy of theCompany is placed on its website www.dpjewellers.com.

This being 1st Financial Year of your company the company has planned tomake prescribed expenditure in current financialyear.

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there underare notapplicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

EXTRACTOFANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9isannexedtothis Reportas"Annexure-A".

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to this Reportas "Annexure-B".

DISCLOSUREOF REMUNERATION:

The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as "Annexure-C". Referto tables 3A(a) in "Annexure-C".

Additionally thefollowing details form part of "Annexure-C"to this Report:

• Statement containing the names oftop 10 employees in terms of remunerationdrawn. (Referto table 3B(a)).

• Details of employees posted in India throughout the fiscal and in receipt of aremuneration of ? 1.02 crore or more per annum. (Refer to table 3B(b)).

• Details of employees posted in India for part of the year and in receipt of ?8.5 lakh or more a month. (Refer to table 3B(c)).

• Employees employed throughout the financialyear or part thereof was in receiptof remuneration in thatyear which in the aggregate or as the case may be at a ratewhich in the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent oftheequity shares of the company. (Referto table 3B(d)).

• There are no employees who are posted outside India and in receipt of aremuneration of? 60 lakh or more per annum or ? 5 lakh or more a month.

MATERIALCHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312018 to the date of this Report.

SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints ofsexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints ofsexual harassment and we are compliant with thelaw of the land where we operate.

During theyear under review there were no incidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

In its endeavour towards conservation of energy your Company ensure optimal use ofenergy avoid was tages and conserve energy as far as possible.

TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities.

FOREIGN EXCHANGEEARNINGSANDOUTGO

Foreign Exchange Earnings&Outgoduringtheyearare as under:

Earnings Nil
Outgo - Royalty Expenses ? 12.90 Lakh

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and nonbusiness risks.

INTERN AL FI N ANCIAL CONTROL SYSTEMS AN D TH El R ADEQUACY

YourCompanyhasaneffectiveinternalcontrolsystem.whichensuresthatall the assets of theCompany are safeguarded and protected against any loss from unauthorized use ordisposition.

The Internal Auditors of the Company carry out review of the internal control systemsand procedures. The internal audit reportsare reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with referenceto the financial statements commensurate with the size and nature of operations of theCompany. During theyear such controls were tested and no materialdiscrepancyorweakness inthe Company's internal controls overfinancial reporting was observed.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separatesection forming part ofthis Annual Report.

STATUTORY AUDITOR ANDTHEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. Jeevan Jagetiya & Co Chartered Accountants Ahmedabad (FRN:121335W) were appointed as first Statutory Auditors of the Company by Board of Directorsin its meeting held on May 22017.

The Notes to thefinancialstatements referred in the Auditors Report areself-explanatory and thereforedo not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report does not contain any qualification reservationoradverse remark. The Auditors' Report is enclosed with thefinancialstatements in thisAnnual Report.

The Company has received consent letter and eligibility certificate under Sections 139and 141 of the Act from M/s. Jeevan Jagetiya & Co Chartered Accountants Ahmedabad(FRN: 121335W). As required under Regulation 33 of Listing Regulations they have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India. The Board of Directors on the proposal ofaudit committee recommends their appointment asStatutory Auditor of the Company to holdoffice fora period offive consecutive years from the conclusion of the 1 st (First) AnnualGeneral Meeting of the Company till the conclusion of the 6th (Sixth) Annual GeneralMeeting to be held in the calendaryear 2023.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR ANDTHIEIR REPORT

Pursuant to the provisions of Section 204 of the Act read with The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed S Mr. Anand Lavingia Practicing Company Secretary Ahmedabad to conduct theSecretarial Audit of the Company for the first financial year 2017-18. The SecretarialAudit Report is annexed herewith as "Annexure- D"to this Report.

TheSecretarialAudit Report does not contain any qualification reservation or adverseremarks

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report forthe itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the yearunder review;

(i) Issue of Equity Shareswith differential rights asto dividend voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme saveandESOS;

(iii) Annual Report and other compliance on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or FinancialStatement;

(v) No significant or material orders were passed by the Regulators or CourtsorTribunals which impact the going concern status and Company's operations in future;

(vDInformation on subsidiary associate and joint venture companies.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during theyearunder review.

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholders fortheir continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

Registered office: By order of the Board of Directors
138ChandaniChowk Ratlam For D.P. ABHUSHAN LIMITED
Madhya Pradesh- 457001 Sd/- Sd/-
Santosh Kataria Vikas Kataria
Place: Ratlam Whole Time Director Chairman and Managing Director
Date: August 252018 DIN 02855068 DIN 02855136