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G K P Printing & Packaging Ltd.

BSE: 542666 Sector: Industrials
NSE: N.A. ISIN Code: INE05QJ01015
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NSE 05:30 | 01 Jan G K P Printing & Packaging Ltd
OPEN 25.15
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VOLUME 4000
52-Week high 39.90
52-Week low 17.60
P/E 24.18
Mkt Cap.(Rs cr) 18
Buy Price 20.15
Buy Qty 4000.00
Sell Price 30.00
Sell Qty 4000.00
OPEN 25.15
CLOSE 25.15
VOLUME 4000
52-Week high 39.90
52-Week low 17.60
P/E 24.18
Mkt Cap.(Rs cr) 18
Buy Price 20.15
Buy Qty 4000.00
Sell Price 30.00
Sell Qty 4000.00

G K P Printing & Packaging Ltd. (GKPPRINTING) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 1ST Annual Report togetherwith the Audited Financial Statements of Accounts of the company for the year ended on31st March 2019:

FINANCIAL RESULTS

Particulars Year Ended 31.03.2019
Turnover:
a) Domestic 2458.55
b) Export -
Total 2458.55
Profit before Interest Depreciation & Tax 366.91
Less: Financial expenses (Net) (0.48)
Profit before Depreciation & Tax 366.43
Less: Depreciation (9.43)
Profit before Tax 357.00
Less: Provision for Current Tax (Net) MAT (100.96)
Deferred Tax 1.64
Profit after Tax 257.68

OPERATIONAL OVERVIEW

Your Directors are pleased to inform the members that during the year under reviewyour company reported encouraging performance. During the year the company has earnedtotal income of Rs. 2458.55 Lacs. The Company continues to operate only in one segmenti.e. Manufacturing of Corrugated Boxes and trading of Kraft paper Duplex paper andLow-Density Plastic Rolls (LD Rolls) and there is no change in the nature of Business ofthe Company. After all the financial adjustments the company has earned a net profitafter tax of Rs. 257.68 Lacs (Two Crore Fifty Seven Lacs Sixty Eight Thousand).

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements are available on www.gkpl.in. These documents will also be available forinspection during working hours at the registered office of your Company at MumbaiMaharashtra. Any member interested in obtaining such document may write to the CompanySecretary and the same shall be furnished on request.

UPDATE ON EXPANSION PLAN

Your Company also setup a new manufacturing facility which is located at Survey No. 397/ 1 / P1 Plot No. 22 Daman Ganga Industrial Park Vapi Gujarat – 396193 Indiaand which has been made operational from 27th December 2018 onwards.

DIVIDEND

In view of the planned business growth your Directors deem it proper to preserve theresources of the Company for its activities and therefore do not propose any dividend forthe Financial Year ended March 31 2019

CAPITAL STRUCTURE

The Capital Structure of the Company as on 31.03.2019 are as follows:

The Authorized Share Capital of the Company is 80000000 (Rupees Eight Crore) dividedinto 8000000 (Eighty Lakh) Equity Shares of 10/- each.

The Issued Subscribed and Paid up Share Capital of the Company is 52769440 (RupeesFive Crore Twenty Seven Lakh Sixty Nine Thousand Four Hundred Forty) divided into5276944 (Fifty Two Lakh Seventy Six Thousand Nine Hundred Forty Four) Equity Share ofRs. 10/- Each.

INITIAL PUBLIC OFFER (IPO)

The Company pursuant to Chapter IX of SEBI (ICDR) Regulations 2018 (as amended) andin terms of Prospectus Dated 11th April 2019 offered 2056000 (Twenty lakh Fifty SixThousand) equity shares of face value of 10/- each at a premium of 22/- per equity shareaggregating to Rs. 657.92 lakhs ("the Issue") of which 104000 Equity Sharesof face value of Rs. 10/- each for cash at a price of Rs. 32/- per Equity Share includinga Share Premium of Rs. 22/- per Equity Share aggregating to Rs. 33.28 lakhs will bereserved for subscription by Market Maker to the issue (the "Market Maker ReservationPortion").

The IPO Issue opened on Tuesday the 23rd April 2019 and closed on Friday the 26thApril 2019.

LISTING OF SHARES ON SME PLATFORM OF BSE LIMITED

The issue and allotment of equity shares in the capital of the Company was made onFriday the 3rd May 2019. The designated Stock Exchange – Bombay Stock Exchange ofIndia Limited has approved the listing and trading of equity shares in the capital ofthe Company on its SME Platform namely BSE SME effective Tuesday the 8th May 2019.

Your Directors place their sincere thanks to all the investors and the BSE SEBIMerchant Bankers and all the agencies for their guidance and support. The Company's equityshares are regularly being traded at the floor of the BSE SME Platform.

TRANSFER TO RESERVES

During the year under review the company has not transferred any amount to the generalreserves. However the Company has received security premium amount of 343.64 Lakhs in thepublic issue of 80.00 Lakhs equity shares of 10/- each at a premium of 22/- per shareallotted on 3rd May 2019 and transferred the same to Securities PremiumReserves.

PERFORMANCE REVIEW

Your Company has delivered profitable growth during the year. During the year thecompany has earned total income of Rs. 2458.55 Lacs. The Company continues to operate onlyin one segment i.e. manufacturing of Corrugated Boxes and trading of Kraft paper Duplexpaper and Low-Density Plastic Rolls (LD Rolls) and there is no change in the nature ofBusiness of the Company. After all the financial Adjustments the company has earned a netprofit after tax of Rs. 257.68 Lacs (Two Crore Fifty Seven Lacs Sixty Eight Thousand).

THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES

The company does not have holding or subsidiary companies during the financial year2018-19 as well as no other company has become holding / subsidiary/ joint venturetherefore the financial statement is prepared on standalone basis and the requirement fordisclosure in the Form AOC-1 is not applicable.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

EXTRACT OF ANNUAL REPORT

The extract of the Annual Return in Form MGT -9 as required under section 92(3) of theCompanies Act 2013 read with the

Companies (Management and Administration Rules) 2014 is enclosed as "Annexure– I". Kindly take note that the Annual Return is available on the website of theCompany as a part of Annual Report.

CONVERSION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conversion of Energy Technology Absorption Foreign ExchangeEarnings and Outgo stipulated under section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureII".

BOARD OF DIRECTORS THEIR MEETINGS AND KMPS:

CONSTITUTE OF THE BOARD

The Board of Directors are comprising of Total 5 Directors which includes 2 (Two)Independent and 2 (Two) Women directors. The Chairman of the Board is Promoter andManaging Director. The Board members are highly qualified with the varied experience inthe relevant field of the business activities of the Company which plays significantroles for the business policy and decision-making process and provide guidance to theexecutive management to discharge their functions effectively.

BOARD INDEPENDENCE

Our definition of 'Independence' of Directors is derived from Regulation 16 of SEBI(LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. The Company ishaving following Independent Directors:

I. Mr. Vinay Tekriwal II. Mr. Ashok Mehta

As per provisions of the Companies Act 2013 Independent Directors were appointed fora term of 5 (five) consecutive years and shall not be liable to retire by rotation.

DECLARATION BY THE INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration of Independence stating thatthey meet the criteria of independence as prescribed under section 149(6) of the CompaniesAct 2013. Further that the Board is of the opinion that all the independent directorsfulfill the criteria as laid down under the Companies Act 2013 and the SEBI (LODR)Regulations 2015 during the year 2018-19.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Companies Act 2013 and in terms of theArticles of Association of the Company Mrs. Pooja Goradia (DIN: 08101270) Non-executiveDirector of the Company is liable to retire by rotation at ensuing Annual General Meetingand being eligible offers herself for re-appointment.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the composition of Directors and Key Managerial Personnel duringthe Financial Year 2018-19.

Following are the Directors and KMP(s) in the Company:

1.MR.KEVAL HARSHAD GORADIA Chairman and Managing Director
(DIN: 07295358)
2.MS. POOJA GORADIA Whole Time Director & Chief Financial Officer
(DIN: 08101270)
3. MRS. PAYAL KEVAL GORADIA Non – Executive Director
(DIN: 08101269)
4.MR.VINAYKUMAR TEKRIWAL Independent Director
(DIN: 08282805)
5. MR. ASHOK MEHTA Independent Director
(DIN: 02789579)

Meetings and Attendance of the Board

During the Financial Year 2018-19 the Board of Directors of your Company met 10 (Ten)times which were held on

25.04.2018 30.04.2018 02.05.2018
21.09.2018 30.10.2018 19.11.2018
31.12.2018 02.01.2019 19.01.2019
29.01.2019

The details of attendance of each Director at Board Meetings held in the Financial Yearand the last Annual General Meeting are as under

DATES AND ATTENDANC E OF ALL DIRECTORS AT BOARD MEETING

NAME OF KEVAL GORADI A

DIRECTORS POOJA GORADI A

AND ATTENDANCE AT THE PAYAL GORADI A

MEETINGS VINAY TEKRIVAL

ASHOK MEHTA
25.04.2018 YES YES YES

NO

NO
30.04.2018 YES YES YES

NO

NO
02.05.2018 YES YES YES

NO

NO
21.09.2018 YES YES YES

NO

NO
30.10.2018 YES YES YES

NO

NO
19.11.2018 YES YES YES

YES

NO
YES YES YES

YES

YES
31.12.2018
YES YES YES

YES

YES
02.01.2019
YES YES YES

YES

YES
19.01.2019
29.01.2019 YES YES YES

YES

YES
Total No. of Board Meetings Attended 09 09 09

05

04

ANNUAL BOARD EVALUATION

As per the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the formal annual evaluation was carried outfor the Board's own performance its committee & Individual directors.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members based on the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the Individual Directors on the basis of criteria such as the contributionof the individual Director to the Board and Committee meetings like Preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsCode of conduct etc. In addition the Chairman was also evaluated on the key aspect of hisrole.

In a separate meeting of independent Directors performance of non-independentDirectors performance of the board as a whole and performance of the Chairman wasevaluated.

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 Director'swas done by the entire Board excluding the Independent Directors being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 134 Clause (c) of SubSection (3) of the Companies Act 2013 inrelation to financial statements for the year 2018-19 the Board of Directors state: a) Inthe preparation of the annual accounts for the financial year ended 31st March 2019 theapplicable accounting standards have been followed;

b) The Directors have 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 andprofit and loss account of the Company for that period;

c) The Directors have 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 have prepared the annual accounts on a going concern basis;

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

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

APPOINTMENT OF DIRECTORS AND CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVEATTRIBUTES INDEPENDENCE OF A DIRECTOR

The NRC is responsible for developing competency requirements for the Board based onthe industry and strategy of your Company. The NRC reviews and meets potential candidatesprior to recommending their nomination to the Board. At the time of appointment specificrequirements for the position including expert knowledge expected is communicated to theappointee. The NRC has formulated the criteria for determining qualifications positiveattributes and independence of Directors in terms of provisions of Section 178 (3) of theAct and the SEBI Listing Regulations 2015 as stated under:

Independence: A Director will be considered as an ‘Independent Director' if he/ she meets with the criteria for ‘Independence' as laid down in the Act Regulation16 of the SEBI Listing Regulations and the Governance Guidelines.

Competency: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is ensuredthat the Board comprises a mix of members with different educational qualificationsknowledge and who possess adequate experience in banking and finance accounting andtaxation economics legal and regulatory matters consumer industry hospitality sectorand other disciplines related to the company's businesses.

Additional Positive Attributes: The Directors should not have any other pecuniaryrelationship with your Company its subsidiaries associates or joint ventures and theCompany's promoters except as provided under law.

The Directors should maintain an arm's length relationship between themselves and theemployees of the Company as also with the directors and employees of its subsidiariesassociates joint ventures promoters and stakeholders for whom the relationship withthese entities is material. The Directors should not be the subject of proved allegationsof illegal or unethical behavior in their private or professional lives. The Directorsshould have the ability to devote sufficient time to the affairs of your Company.

REMUNERATION POLICY

Your Company had adopted a Remuneration Policy for the Directors KMP and otheremployees pursuant to the provisions of the Act and the SEBI Listing Regulations. The keyprinciples governing your Company's Remuneration Policy are as follows:

REMUNERATION TO MANAGING DIRECTOR / WHOLE-TIME DIRECTORS

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.

REMUNERATION TO NON-EXECUTIVE / INDEPENDENT DIRECTORS

A) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

B) All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

C) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share-based payment schemes of the Company.

D) Any remuneration paid to Non- Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied:

a. The Services are rendered by such Director in his capacity as the professional; and

b. In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

REMUNERATION TO KEY MANAGERIAL PERSONNEL SENIOR MANAGEMENT AND OTHER EMPLOYEES

The remuneration to Key Managerial Personnel Senior Management and other employeeshall consist of fixed pay and incentive pay in compliance with the provisions of theCompanies Act 2013 and in accordance with the Company's Policy.

COMMITTEE OF THE BOARD

The Company has following committees:

A. AUDIT COMMITTEE:

The Company has constituted Audit Committee as per requirement of section 177 of theCompanies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations 2015 vide resolutionpassed at the meeting of the Board of Directors held on January 19th 2019. The terms ofreference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR)Regulations 2015 and Companies Act 2013. The Audit Committee comprises of the followingDirectors of the Company:

NAME OF THE DIRECTOR STATUS NATURE OF DIRECTORSHIP
Vinay Kumar Tekriwal Chairman Non-Executive and Independent Director
Ashok Maneklal Mehta Member Non-Executive and Independent Director
Payal Keval Goradia Member Non-Executive Director

B. NOMINATION & REMUNERATION COMMITTEE:

The company has constituted a Nomination & Remuneration Committee in accordancewith section 178 of the Companies Act 2013 and the SEBI (LODR) Regulations 2015. TheNomination and Remuneration Committee comprises of the following Directors of the Company:

NAME OF THE DIRECTOR STATUS NATURE OF DIRECTORSHIP
Vinay Kumar Tekriwal Chairman Non-Executive and Independent Director
Ashok Maneklal Mehta Member Non-Executive and Independent Director
Payal Keval Goradia Member Non-Executive Director

C. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders' Relationship Committee in accordance withsection 178 of the Companies Act 2013 and the SEBI (LODR) Regulations 2015. TheCommittee considers and approves various requests regarding annual report and to redresscomplaints of the shareholders. The Stakeholders' Relationship Committee comprises thefollowing Directors:

NAME OF THE DIRECTOR STATUS NATURE OF DIRECTORSHIP
Vinay Kumar Tekriwal Chairman Non-Executive and Independent Director
Ashok Maneklal Mehta Member Non-Executive and Independent Director
Pooja Harshad Goradia Member Whole-time Director

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As the net profit of the company is lower than Rs. 5 Crore in the Financial Year2018-19 the CSR Provisions does not apply in the financial year 2018-19.

STATUTORY AUDITOR & AUDIT REPORT:

M/s D V Barfiwala & Co. Chartered Accountants an Auditors firm (FRN. 118936W)was appointed as Statutory auditors of the company in the Extra-Ordinary General Meetingand are eligible to be reappointed as Statutory Auditors for next 5 years to hold officefrom the conclusion of this GM until the conclusion of Sixth AGM. As per Rule 6(3) of theCompanies (Audit and Auditors) Rules 2014 they are eligible to continue as the statutoryauditors. They have confirmed that they are not disqualified from continuing as Auditorsof the Company. As required under Regulation 33(d) of the SEBI (LODR) Regulation 2015the auditor has confirmed that they hold a valid Peer Review certificate issued by thePeer Review Board of Institute of Chartered Accountants of India.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 (as amended) your company hereby confirms that the provisions of this sectionare not applicable as the Company was listed in May 2019 and hence in Financial Year2018-19 your company need not required to appoint Internal Auditor.

COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time your company hereby confirms that the provisions of this section arenot applicable hence your company need not required to appoint Cost Auditor for thefinancial year 2018-19.

DISCLOSURE FOR FRAUD AGAINST THE COMPANY

In terms of provision of section 134(3) (ca) of the Companies Act 2013 There were noinstances of fraud which are reported by Auditors of the Company under section 143(12) ofthe Companies Act 2013 to the Audit Committee.

CORPORATE GOVERNANCE

The Company being listed on the SME Platform of Bombay Stock Exchange of India Limitedtherefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosur eRequir ements) Regulations 2015 Regulation 27 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Part C of Schedule V relating to complianceof Corporate Governance shall not applicable to the Company. Further The Company need notrequire complying with requirements as specified in Part E of Schedule II pursuant toRegulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and submitting Compliance Report on Corporate Governance on quarterly basis pursuant toRegulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Hence no Corporate Governance Report is required to be disclosed with Annual Report. It ispertinent to mention that the Company follows majority of the provisions of the corporategovernance voluntarily as a part of Good Corporate Governance.

INSURANCE

The Fixed Assets and Stocks of your Company are adequately insured.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workers andemployees at all levels.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of the business andcommercial activities of the company.

DEPOSITS

The Company has not accepted any public deposit during the year under review and noamount against the same was outstanding at the end of the year.

PREVENTION OF INSIDER TRADING

The provisions of Regulation 9(1) of the SEBI (Prohibition of Insider Trading)Regulations 2015 is applicable to the Company immediately upon the listing of its EquityShares on the SME Platform of BSE Limited. We shall comply with the requirements of theSEBI (Prohibition of Insider Trading) Regulations 2015 on listing of Equity Shares onstock exchanges. Further Board of Directors at their meeting held on January 19th 2019have formulated and adopted the code of conduct to regulate monitor and report trading byits employees and other connected persons. The Code requires Trading Plan pre-clearancefor dealing in the Company's shares and prohibits the purchase or sale of Company sharesby the Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. However there were no such instances in the Company during the year2018- 19.

RISK MANAGEMENT

Your Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has adopted proper system of InternalControl and Risk Management to ensure that all assets are safeguarded and protectedagainst loss from unauthorized use or disposition and that the transactions areauthorized recorded and reported quickly.

The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls therisks through properly defined network. Head of Departments shall be responsible forimplementation of the risk management system as may be applicable to their respectiveareas of functioning and report to the Board and Audit Committee. The Company has not madeRisk Management Committee but the Board of Directors and Audit Committee is looking afterthe Risk Management of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and perceptions on existing business future outlook of theindustry future expansion and diversification plans of the Company and future course ofaction for the development of the Company are fully explained separately Annexure -III.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the financial year 2018-2019 ended 31 March 2019 under review the Company hasneither granted loan/s (secured or unsecured) provided guarantees or securities inconnection with any loan/s availed by others nor made any investments pursuant to theprovisions of Section186 the Companies Act 2013 read with the Companies (Meetings ofBoard and its Powers) Rules 2014 (as amended). As such no specific details are requiredto be given or provided.

INTERNAL CONTROL SYSTEMS

Your Company has in place an adequate system of internal controls. The effectiveness ofinternal controls is reviewed through the internal audit process. Reports of internalauditors are reviewed by management and Audit Committee of the Company from time to timeand desired actions are initiated to strengthen the control and effectiveness of thesystem. The focus of these reviews are as follows: Identify weaknesses and areas ofimprovement Compliance with defined policies and processes Safeguarding of tangible andintangible assets Management of business and operational risks Compliance with applicablestatutes

INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS

The Company has adequate system of internal controls commensuration with the size ofits operation and business to ensure that all assets are safeguarded and protectedagainst loss from unauthorized use or disposition and to ensure that all the businesstransactions are authorized recorded and reported correctly and adequately. The Companyworks in a dynamic business environment and adopts the appropriate internal financialcontrols to establish reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with the generally accepted accountingprinciples. It includes inducting and maintaining such business policies and procedures asmay be required to successfully conduct the business of the company and maintain suchrecords as to correctly record the business transaction assets and liabilities of thecompany in such a way that they help in prevention & detection of frauds & errorsand timely completion of the financial statements

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION ANDPARTICULARS OF EMPLOYEES:

Pursuant to provision of section 197 of Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the detailsof employees given in the "Annexure IV". During the year none of the employeesreceived remuneration in excess of Rs. One Crore Two Lakhs or more per annum or Rs. EightLakhs Fifty Thousand per month for the part of the year in accordance with the provisionsof Section 197 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Therefore there is no information todisclose in terms of the provisions of the Companies Act 2013.

HUMAN RESOURCE

The Company believes that its "Human Resources" are key contributors for itsBusiness Success. The Company focuses on attracting and retaining the best possible talentand looks for specific skill-sets interests and background that would be an asset for thebusiness. The people management strategy is based on four key components: recruitingtraining and development compensation and retention.

Further the company has not experienced any strikes work stoppages labor disputes oractions by or with employees and it has cordial relationship with all employees.

RELATED PARTY TRANSACTION

All related party transactions that were entered during the financial year were on thearm's length basis and were in the ordinary course of business and do not attract theprovisions of section 188 of the Companies Act 2013. Thus disclosure in form AOC –2 is not required. However you may refer to Related Party transactions as per theAccounting Standards in the Notes forming part of financial statements.

INVESTORS EDUCATION AND PROTECTION FUND

During the financial year 2018-2019 ended 31 March 2019 under review there were noamount/s which is required to be transferred to the Investor Education and Protection Fundby the Company. As such no specific details are required to be given or provided.

GREEN INITIATIVE

As the Act permits paperless compliances and as a measure of green initiative weappeal to all those members who have not registered their e-mail addresses so far arerequested to register their e-mail address in respect of electronic holding with theirconcerned Depository Participants and/or with the Company.

REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed Link Intime India Private Limited as its Registrar and ShareTransfer Agent. The Corporate Office of Link Intime India Private Limited situated at" C -101 1st Floor 247 Park Lal Bahadur Shashtri Marg Vikhroli (west)Mumbai-400083 Maharashtra.

DEMATERIALISATION OF SECURITIES:

The Company's Equity Shares are admitted in the system of Dematerialization by both theDepositories namely NSDL and CDSL. As on 31 March 2019 all equity shares dematerializedthrough depositories viz. National Securities Depository Limited and Central DepositoryServices (India) Limited which represents whole 100% of the total issued subscribed andpaid-up capital of the Company as on that date. The ISIN allotted to your Company is

INE05QJ01015

ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude for the co-operation and assistancereceived from Bombay Stock Exchange of India Limited (NSE) Securities Exchange Board ofIndia (SEBI) Merchant Banker Lead Manager Underwriter and Market Maker AuditorsAdvisors & Consultants other Intermediary service provider/s for successfulaccomplishment of the Company's maiden IPO. The Board of Directors also take thisopportunity to extend its sincere thanks for co-operation and assistance received by theCompany from the Central authorities Bankers Members Customers Suppliers.

The Directors also record their appreciation of the dedication of all the employees atall levels for their support and commitment to ensure that the Company continues to grow.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Keval Goradia

Chairman

DIN: 07295358

Place: Mumbai

Date: 31.08.2019

.