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Dangee Dums Ltd.

BSE: 535104 Sector: Agri and agri inputs
NSE: DANGEE ISIN Code: INE688Y01014
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Dangee Dums Ltd. (DANGEE) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting their 9th Annual Report onbusiness and operations along with the Audited financial statements and the Auditor'sreport of the Company for the financial year ended 31st March 2019.

1. Financial Results

During the year your company showed an impressive growth in its topline registering aturnover of Rs.3930.17 Lakhs for FY 2018-19 against a turnover of Rs.3657.52Lakhs for FY 2017-18. The Profit after Tax likewise also showed unprecedented growthof 58% in the year reaching a figure of Rs. 214.83 Lakhs for the FY 2018-19 ascompared to Rs.136.04 Lakhs for the FY 2017-18. We are confident that the companywill continue this growth trajectory even in the future.

A detailed performance analysis is provided in the Management Discussion and Analysissegment which is annexed to this reoort.

(Rs. in Lakh)
FINANCIAL RESULTS F.Y. 2018- 2019 F.Y. 2017- 2018
Revenue form Operation 3930.17 3657.52
Total Expenditure (Excluding Depreciation) 3014.04 2602.04
Profit before interest depreciation and tax 916.13 1055.48
Less: Finance Costs 241.72 393.02
Less: Depreciation and amortisation 524.52 582.11
Profit before Tax 149.89 80.35
Less: Provision for taxation (including deferred tax) (64.94) (55.69)
Profit after tax 214.83 136.04
EPS (Basic) 2.35 2.14
EPS (Diluted) 2.35 2.14

2. Outlook for the current year

The company is confident of achieving its growth objectives for the coming year. Withthe proceeds of initial public offers company is has lowering its debt and interestburden due to which company can focus on business expansion. We now have a pipeline ofnew products for launch heady room for growth in existing products we are confident thatthis growth trajectory will be maintained in the years to come. To achieve this companywill continue to evaluate new product categories that leverage our expertise new channelswhich offer scope for increased penetration of our products and new store formats thatmake us salient to a number of purchase occasions. We feel that all of this will keep usin good stead for both this financial year and the years to come

3. Operational Performance

a. Our Pledge

Your Company's pledge to deliver an enjoyable and memorable experience to its consumersfor their celebrations we do this by fortifying our focus on best- in-class quality inproduct with the most efficient customer service at our stores. This continues to be theguiding principle of our operations. Guided by the Dangee Dums Promise the Management ofyour Company constantly assesses the current state of its products versus the desiredstate. The rigor and commitment behind product innovations which delivered new-to-marketexperiences is a testimony to the promise forming the core of your Company. This reflectsyour Company's performance in the market place as well.

Your Company recognizes that it is only as good as the last product it has delivered toconsumers. Keeping this in mind all employees of your Company continuously challengethemselves to ensure that the products that reach consumers are not only superior tocompetitors in their design but they also reach them with consistently high quality.Consequently each employee of your Company maintains market-place- vigilance on a regularbasis and is effectively an independent market information source reporting back into amechanism designed to identify and correct market place deficiencies; if any quickly andcomprehensively.

b. Our Manufacturing Prowess

Your Company has been focusing on developing a competitive edge in manufacturing bydeploying Cost Efficiency and Operational Excellence Programs across the value chain.

Your Company increased capacity and further invested to increase at its plants furtherby expanding factory base in Ahmedabad.

These initiatives have helped in creating the right capacity and capability usingcost-efficient yet superior technology to meet the growing demand.

c. Our Focus on Environment. Health and Safety

Environment Health and Safety are treated as core values at your Company. In order topromote a Zero Accident culture your Company has strengthened its work place systems andpractices through several accident prevention programs. A structured program to review andassess risks at machine levels has been initiated across the Company's manufacturingunits.

d. Our Focus on Quality

Your Company continued the journey to excel in food safety and quality delivery toprovide delightful safe and compliant products to consumers in every pack and parcel.

e. Our New Product Development Initiatives

Your Company's investment in building R&D capacity and capability has starteddelivering results with the launch of products in new categories and fortifying existingones. We continue our razor sharp focus on leveraging our expertise in western dessertproducts and we will continue to build innovations around flavours packaging form factorand so on.

f. Our Brands

The mother brand Dangee Dums is today a household name- it has been dominant in thecake and pastry categories especially so in chocolate based products. Being such a popularname in Ahmedabad a majority of households would have sampled our delectable offerings atsome point in time. To this mother brands we have added a sub-brand by the name of DangeeDums Yums our dessert cafe format. With two stores currently under this name and manymore in the pipeline we are confident that this sub-brand will be successful in crafting adistinct identity while fortifying the mother brand. Another innovation was entry ofDangee Dums under the packaged goods division currently under this we have ice-cream andcookies we plan to add many more bakery products under the 'Baked Delights' sub-brand.

Apart from the brand launches 2018-19 was another year of solid business performancewith robust growth on top line and bottom line. We further consolidated our marketleadership by widening the gap between us and our next competitor.

As a Company our true pride comes from the fact that Dangee Dums products are as lovedand relished by a 2 year old as they are by an octogenarian across the length and breadthof the city and state of Gujarat.

The market success of our 2018 innovations has fuelled our appetite to have anaudacious ambitious and consistent innovation pipeline going forward.

While we will seek to fortify our lead in our core cakes and pastry business it is ourentry into newer categories through our packaged goods division and newer store formatsthat will serve as our growth engine and allow us to tap into new consumer/consumptionopportunities.

4. Changes In Share Capital

The authorised share capital of the company as on date of balance sheet is Rs.110000000/-divided into 11000000 equity shares of Rs.10/- each.

The paid up share capital of the company as on date of balance sheet is Rs.102650000/-divided into 10265000 equity shares of Rs.10/- each.

During the year under review the paid-up equity share capital of the Company increasedfrom Rs. 75530000/- to Rs. 102650000/- pursuant to the IPO- initialPublic Offer in the month of August 2018.

a) Initial public offering (IPO)

Your Directors glad to inform you that during the Financial year 2018-19 your companyentered into the securities market through Initial Public Offering (IPO). The Public Issuecomprised of fresh issue of 2712000 equity shares of Rs.10/- each at apremium of Rs.64/- per share aggregating to Rs.2006.88 lakhs.

The equity shares of the Company are listed on SME platform of NSE (NSE EMERGEPLATFORM) and are regularly traded on the exchanges w.e.f. 03.09.2018. The Companyhas paid the annual listing fees for the year 2019-20.

b) Status of shares

As the members are aware the company's shares are compulsorily tradable in electronicform. As on March 31 2019 100.00% of the company's total paid up capital representing10265000 shares are in de-materialized form.

c) Other shares

Your company has not issued any equity shares with differential rights sweat equityshares employee stock options and did not purchase its own shares. Hence there is noinformation to be provided as required under Rule 4(4) Rule 8(13) Rule 12(9) and Rule16(4) of the Companies (Share Capital and Debentures) Rules 2014 and Section 62 of thecompanies Act 2013 respectively.

5. Dividend

Your Director feel that it is prudent to plough back the profits of the Company forfuture growth of the Company and therefore do not recommend any dividend for the yearended March 31 2019.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

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

7. State Of The Company's Affairs

The state of the Company affairs forms an integral part of Management Discussion andAnalysis Report is furnished in "Annexure-F" and is attached to thereport.

8. Change in the nature of business if any

During the year the Company has not altered the Memorandum of Association

9. Transfer to Reserves

In accordance to the provisions of Section 134(3)(j) of the Companies Act 2013(hereinafter "the Act") the Company has not proposed any amount to transfer tothe General reserves of the Company for the financial year 2018-19.

10. Subsidiary. Joint Ventures and Associate Companies

During the year under review your company has no subsidiaries joint ventures orassociate companies.

11. Public Deposit

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

12. Particulars of loan. Guarantees or Investment made under Section 186

The details of the loans guarantees and investments are provided in the notes no. 12and 17 to the audited financial statements annexed with the Annual Report.

13. Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 (2) (e) of the Listing Regulations is given as Annexure-"F"to this report.

14. Corporate Governance:

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

Therefore the Corporate Governance Report is not applicable on the Company andtherefore not provided by the Board.

15. Dividend Distribution Policy:

In accordance with Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) (Second Amendment) Regulations 2016 the Company is not required toprepared Dividend Distribution policy.

16. Extract of the annual return

The extract of the Annual Return in Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 isfurnished in "Annexure A" and is attached to the report.

17. Directors & Key Management Personnel

I. Composition of Board. & Board Meetings

Our board compromises of a group of Executive Non- Executive and IndependentDirectors who between them carry deep industry expertise and knowledge. As on 31 March2019 the Company has six Directors of the six Directors four are Non- ExecutiveDirectors and of which three are Independent Directors. The composition of the Board is inconformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act.

Mr. Nikul J. Patel is the Chairman and Managing Director ('CMD') of the Company. He hasan enviable track record of leading the company right from inception to its current strongmarket position. He deftly manages day-to-day management of the Company subject to thesupervision and control of the Board of Directors. The independent directors on the Boardare experienced and highly respected professionals from varying fields. The brief profileof each Director on the Board is available on the Company's official website at the weblink: http://www.danoeedums.com/File/wysiwyq/Corporate%20Governance/Brief%20Biography%20of%200ur%2 ODirectors.pdf

During the financial year 2018-19 the meetings of the Board of Directors were heldEleven (11) times. Details of these meetings and other Committee/General meetings aregiven in this report. Board of Directors duly met 11 times on 03/04/2018 15/05/201822/06/2018 30/06/2018 03/08/2018 09/08/2018 30/08/2018 01/09/2018 03/11/201825/02/2019 and 29/03/2019 during the year. The Composition category and attendance ofeach Director at the Board and Annual General Meeting of each Director in variouscompanies is as follows:-

Name of Director Designation and Category No of Board Meetings held No of Board Meetings attended
Mr. Nikul J Patel Chairman & Managing Director (Promoter) 11 11
Mr. Ravi H Patel Whole Time Director (Promoter) 11 11
Mrs.Foram N Patel Non-Executive Director (Promoter) 11 11
Mr. Jayantilal A Patel Non-Executive Independent Director 7* 7*
Mr. Janak N Parikh Non-Executive Independent Director 7* 7*
Mr. Umang B Saraf Non-Executive Independent Director 7* 7*

*Note: appointed w.e.f 30.06.2018

II INDUCTIONS

The following appointments were made during the year

> Mr. Jayantilal A Patel who was appointed as an additional independent director ofthe Company effective from 30/06/2018 was appointed as independent director byshareholders in their 8th Annual General meeting held on 30thAugust 2018 for a period of five years.

> Mr. Janak N Parikh who was appointed as an additional independent director of theCompany effective from 30/06/2018 was appointed as independent director by shareholders intheir 8th Annual General meeting held on 30th August 2018 for aperiod of five years.

> Mr. Umang B Saraf who was appointed as an additional independent director of theCompany effective from 30/06/2018 was appointed as independent director by shareholders intheir 8th Annual General meeting held on 30th August 2018 for aperiod of five years.

>Mr. Ketan J Patel was appointed as the Internal Auditor of the Company effectivefrom 03rd November 2018.

III. Cessations:

> Mr. Mohan Motiani resigned as a Chief Executive Officer of the company effectivefrom 31st December 2018.

IV. Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Companies Articles ofAssociation Mr. Ravi H Patel (DIN-02019962) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The Board recommendshis re-appointment. Necessary resolution for his re-appointment is placed before theshareholder for approval.

V. Profile of Directors seeking appointment / reappointment

As required under regulation 36(3) of SEBI (LODR) 2015 particulars of the Directorsretiring and seeking reappointment at the ensuing Annual General Meeting is annexed to thenotice convening 9th Annual General Meeting.

VI. Key Managerial Personnel

As on the date of this report the following persons are the Key ManagerialPersonnel(s) of the Company:

a) Mr. Nikul J Patel

Chairman & Managing Director

b) Mr. Ravi Hemantkumar Patel

Whole-time Director

c) Mr. Ketan J Patel

Chief Financial Officer

d) Mr. Shyamsunder Panchal

Company Secretary & Compliance Officer

VII. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as prescribed under the Section 149(6) of theCompanies Act 2013 read with the rules made there under and read with Regulation 16(l)(b)of the Listing Regulations in the opinion of the Board the Independent Directors meet thesaid criteria.

During the year under review the Independent Directors duly met pursuant to theprovisions as specified in Schedule IV of the Companies Act 2013 and the quorum waspresent throughout the meeting.

18. Committees Of The Board:

The Company has three main Committees of the Board

i.e.:

a) Audit Committee

b) Nomination and Remuneration Committee and

c) Stakeholders Relationship Committee

A. Audit Committee

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015and Section 177 of the Companies Act 2013 read with Rule 6 of the Companies (Meetings ofthe Board and its Powers) Rules 2014 as amended from time to time. It adheres to theterms of reference which is prepared in compliance with Section 177 of the Companies Act2013 and SEBI (LODR) Regulations 2015. During the financial year 2018-19 the Committeemet three (3) times as on 03/08/201803/11/2018 and 25/02/2019

The Company Secretary acts as Secretary to the Audit Committee and no personnel hasbeen denied access to the Audit Committee. The details of member's attendance at the Auditcommittee meeting during the year are given below:-

Name Category & Position No of Meetings held No of Meetings attended
Mr. Umang B Saraf 3 3
Non Executive Independent Director & Chairman
Mr. Janak N Parikh 3 3
Non Executive Independent Director & Member
Mr. Nikul J Patel 3 3
Managing Director & Member

Two third of the members are Independent Directors and all the members are financiallyliterate. The composition role functions and powers of the Audit Committee are in linewith the requirements of applicable laws and regulations. The Audit Committee shalloversee financial reporting process and disclosures review financial statements internalaudit reports related party transactions financial and risk management policiesauditors qualifications compliance with Accounting Standards etc. and oversee compliancewith Stock Exchanges and legal requirements concerning financial statements and fixationof audit fee as well as payment for other services etc.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR)Regulations 2015 and Section 178 of the Companies Act 2013 read with Rule 6 of theCompanies (Meetings of the Board and its Powers) Rules 2014 as amended from time to time.The Company Secretary acts as the Secretary to the committee and the Committee Members theCommittee met three (3) times on 03/11/2018 31/12/2018 and 25/02/2019. The details ofmember's attendance at the committee meeting during the year are given below:

Name Category & Position No of Meetings held No of Meetings attended
Mr. Janak N Parikh 3 3
Non Executive Independent Director & Chairman
Mr. Jayantilal A Patel 3 3
Non Executive Independent Director & Member
Mr. Umang B Saraf 3 3
Non Executive Independent Director & Member

The Board has in accordance with the provisions of subsection (3) of Section 178 of theCompanies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration of Directors Key Managerial Personnel and other employees. The said policyis accessible on the Company's official website at the following linkhttp://www.danqeedums.eom/File/wysiwyq/PCG/9.%20N0MINATI0N%20AND%20REMUNERATI0N%20P0UCY.pdf

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in compliance with therequirements of Section 178 of the Companies Act 2013. The Company Secretary is theCompliance Officer who acts as the Secretary to the Committee and the Committee met one(1) times on 03/08/2018. The details of member's attendance at the committee meetingduring the year are given below:

Name Category & Position No of Meetings held No of Meetings attended
Mr. Jayantilal A Patel Non Executive Independent Director & Chairman 1 1
Mr. Janak N Parikh Non Executive Independent Director & Member 1 1
Mr. Ravi H Patel Whole-time Director & Member 1 1

The Stakeholders Relationship Committee looks into shareholders' complaints related totransfer of shares non-receipts of balance sheet besides complaints from SEBI StockExchanges Court and various Investor Forums. It oversees the performance of theRegistrars and Transfer Agent and recommends measures for overall improvement in thequality of investor services. The Company is in compliance with the SCORES which hasinitiated by SEBI for processing the investor complaints in a centralized web basedredress system and online redressal of all the shareholders complaints and details of thesame is made accessible on the Company's official website

19. Compliance Officer

The Compliance officer of the Company is Mr. Shyamsunder Panchal who is alsodesignated as Company Secretary of the Company.

20. Vigil Mechanism

The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed the Whistle Blower Policy for Directors and employees of theCompany to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

Whistle blower policy is disclosed on the website of the Company at www.dangeedums.com.

The following is a summary of Protected Disclosures received and disposed off duringthe year 2018-19:

No. of Protected Disclosures received : NIL No of Protected Disclosures disposed off :NIL

The Board of Directors of the Company has constituted Audit Committee to oversee theVigil Mechanism.

The employees of the Company have the right to report their concern/grievance to theAudit Committee constituted by the Board of Directors to oversee the Vigil mechanism.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

21. Statement On Formal Annual Evaluation Of Board

In accordance with provision of Section 178(3) of the Companies Act 2013 theNomination and Remuneration Committee has specified the criteria and manner for effectiveevaluation of performance of the 'Board' its 'Committees' and 'Individual Directors'carried out either by the Board by the Nomination and Remuneration Committee or by anindependent external agency and reviewed its implementation and compliance.

The detailed policy in compliance with Section 178(3) of the Act read along withRegulation 19 of the Listing Regulations has been approved by the Board of Directors ofthe Company and is made accessible on the Company's official website at the following Linkhttp://www.danqeedums.eom/File/wysiwyq/PCG/9.%20N0MINATI0N%20AND%20REMUNERATI0N%20P0LICY.pdf

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

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company and thedate or report.

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

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

24. Particulars Of Contracts/ Arrangements With Related Parties:

All Related Party Transactions that were entered into during the FY 2018-19 were on anarm's length basis and in the ordinary course of business. There were no materiallysignificant Related Party Transactions made by the Company during the year that requiredshareholders' approval under Regulation 23 of the Listing Regulations. Prior omnibusapproval from the Audit Committee is obtained for transactions which are repetitive innature. Further disclosures are made to the Committee on a quarterly basis. Theparticulars of Contracts or

Arrangements made with related parties required to be furnished under section 134(3)(h)are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as "Annexure-B".

The Company has adopted a Policy for dealing with Related Party Transactions and ismade available on the Company's official website via web linkhttp://www.danqeedums.eom/File/wysiwyo/PCG/4.%20P0LICY%20F0R%20DETERMINATI0N%200F%20MATERIA LITY.pdf

25. Auditors

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. J. T. Shah & Co. Chartered Accountants (Firm Registration No.109616W) were re-appointed on 30th September 2017 as Statutory Auditors of theCompany to hold office till conclusion of the 12th Annual General Meeting (AGM)of the Company to be held in the calendar year 2022.

In accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting.

The Notes to the financial statements referred in the Auditors Report areself-explanatory. There are no qualifications or reservations or adverse remarks ordisclaimers given by Statutory Auditors' of the Company and therefore do not call for anycomments under Section 134 of the Companies Act 2013. The Auditors' Report is enclosedwith the financial statements in this Annual Report.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company has appointed M/s Khandelwal Devesh & Associates CompanySecretaries to undertake the Secretarial Audit of the Company. The Secretarial AuditReport for FY 2018-19 is annexed and forms part of this report as "Annexure-C".There are no qualifications or reservations or adverse remarks or disclaimers andtherefore do not call for any comments by Secretarial Auditors of the Company

c) Cost Auditors

In terms of the provisions of Section 148 of the Act the appointment of the CostAuditors does not apply to the Company.

d) Internal Auditor:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)Rules 2014 the Company has appointed Mr. Ketan J Patel was appointed as the InternalAuditor of the Company effective from 03rd November 2018.

26. Personnel

The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report as "Annexure-E".

The statement containing particulars of employees as required under Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Report and Accounts are being sent to the Members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company. If any member is interested in obtaining acopy thereof such Member may write to the Company Secretary in this regard.

27. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to theCompany.

28. Insurance

All Insurable interests of the Company including Buildings Plant & MachineryFurniture & Fixtures Inventories and other insurable interests are adequatelyinsured.

29. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed tothis Report as "Annexure-D".

30. Statement regarding the development and implementation of Risk Management Policy

The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.

31. Prevention Of Sexual Harassment At Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made thereunder your Company hasconstituted Internal Complaints Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment.

Your Directors declared and confirm that during the year under review there is nocase filed under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Company Secretary is the Compliance Officer who acts as theSecretary to the Committee and the Members of the Committee are:

Name Position
Mrs. Foram Nikul Patel Presiding Officer
Mrs. Dhara Jaqdishchandra Patel Member
Mrs. Disha Patel Member
Mr. Ketan Jaqdishchandra Patel Member

32. Adequacy of Internal Financial Control

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

33. Directors' Responsibility Statement

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

a) In the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards have been followed along with proper explanationrelating to material departures.

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

c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

34. Registrar And Share Transfer Agent:

Your Company has appointed M/s. Bigshare Services Private Limited as its Registrar andShare Transfer Agent and executed post IPO agreement between Company and M/s. BigshareServices Private Limited on 3rd September 2018.

35. Human resources

Your company considers its Human Resources as the key to achieve its objectives.Keeping this in view your company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the company's vision. Your company appreciates the spirit of itsdedicated employees.

36. Acknowledgement:

Your directors take this opportunity to express their sincere appreciation to theshareholders customers bankers suppliers and other business associates for theexcellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing cooperation and support provided bythe Central and State Governments Stock Exchanges SEBI RBI and other Regulatory Bodies.

For and on behalf of board of directors
Nikul J Patel
Chairman & Managing Director
(DIN: 01339858)
Date: 23/08/2019
Place: Ahmedabad

Annexure-"B"

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

Sr. No. Name(s) of the related party and nature of relationship Nature of Contracts/ Arrangements/ Transactions Duration of The Contracts/ Arrangements / Transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advances if any: Date on which the special resolution was passed in general meeting as required under first proviso to section 188
(a) (b) (c) (d) (e) (f) <g> (h)

NIL

2. Details of material contracts or arrangements or transactions at Arm's length basis.

Name (s) of the related party Nature of relationship Nature of contracts/ arrangements / transaction Duration of the contracts/ arrangements/ transaction Salient terms of the contracts or arrangements or transaction including the value if any Date of approval by the Board if any Amount paid as advances if any
(a) (b) (c) (d) (e) (f) (g)
Mr. Nikul J. Patel Man. Director Rent 3rd April 2017 to 31st March 2020 Rent of Rs. 330000/- for Shop No G4 Ground Floor Sigma Legacy IIM Road Panjrapole Ambawadi Ahmedabad. 04.04.2017 NIL
Zipbooks Software Solutions Pvt. Ltd. Managing Director and CEO* of the Company are Software & Licence Fees 4th April 2017 to 31st March 2019 Software Updating and Maintenance for the Services and Software and Licence Fees of Rs.400000/- 04.04.2017 NIL
Zipbooks Software Solutions Pvt. Ltd. Directors of Zipbooks Software Solutions Pvt. Ltd. Purchase of Intangible Asset 4th April 2017 to 31st March 2019 purchase of Intangible Assets of Rs. 394000 /- 04.04.2017 NIL
Mr. Nikul J. Patel Man. Director Advance for Property Plan & Equipment Not Provided Advance for the purchase of Shop No G4 Ground Floor Sigma Legacy IIM Road Panjrapole Ambawadi Ahmedabad. 30/06/2017 15000000
Mr. Nikul J. Patel Man. Director Purchase of Property Plan & Equipment Not Provided Acquisition in terms of the object of the Initial Public Offer (IPO) for Rs. 45000000/- of Shop No 5-6 Ground Floor Sepal Olivia Beside Iscon Platinum Bopal Cross Road Bopal-Ambli Ahmedabad Gujarat 09/08/2018 NIL

*Mr. Mohan Devumal Motiani resigned as CEO (KMP) of the Company w.e.f 31.12.2018.

Annexure-"D"

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information under Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 for the year ended March 31 2019 is given herebelow and forms part of the Directors' Report.

1. CONSERVATION OF ENERGY:

Your company is committed to adopt energy efficient practices across all its businessunits offices factories and outlets to reduce the consumption of power by analyzingpower factor maximum demand working hours load factor specific energy consumption andmonthly consumption. On the basis of energy audit following energy conservation measuresare taken:

a) We have installed advanced energy saving equipment like usage of LED lighting etc.at all our major outlets and factory of the Company.

b) Replacement of conventional fluorescent lights by LEDs in Administrative Office.

2. TECHNOLOGY ABSORPTION

Efforts in brief made towards absorption adaptation and innovation:

During the year your Company initiated pilot runs in the areas of automation andtechnology upgradation:

a) Installed RO Plant of capacity of 500 Iph which helps in reduction of solidparticles and hazardous materials present in water which is to be used for productionpurpose that helps in reduction of food spoilage and improve quality of food items.

b) We have installed water softener machine which helps in reduction of TDS in order touse water for other purposes like washing crates trays trolleys other utensils etc.This results in prevention of occuring of any type of layer of hazardous material in thesedaily usable materials.

c) The company has its own fleet of refrigerated temperature-controlled automaticlogistic material management system with GPS tracking for timely deliveries.

d) Implementation of ERP system based plant maintenance module to improve reliabilityof the plant.

e) Implementation of Automated operation based Audit System for all our Outlets.

f) Implementation of Centralize Bio-metric System for all our locations.

g) Installed CCTV at office all outlets and all locations in plant premises andmonitoring through central security control room from HO

h) In process-website and mobile app integration to the ERP system

3. RESEARCH AND DEVELOPMENT

Your Company's R&D team is building significant capabilities in delivery ofconsumer winning innovations new- to-the-market products renovation of the core to meetthe expectations of evolving consumer taste requirements. Also stronger health andwellness work programs and food safety programs were carried out to ensure safety of thedelivered products to consumers.

On the back of above your Company is able to innovate in the core categories launchnew to the market disruptive innovations renovate the core build delightful healthierproduct offerings and offer superior products at affordable price.

4. FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earnings and outgo details are as below:

Particulars

2018-19

2017-18

Earning -- Nil - Nil
Outgo
Recruitment Expense 185277 29315
Advance for Property Plant & Equipment 114335 456678
Total 299612 485993

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