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GB Global Ltd.

BSE: 533204 Sector: Industrials
NSE: GBGLOBAL ISIN Code: INE087J01028
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NSE 05:30 | 01 Jan GB Global Ltd
OPEN 14.50
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VOLUME 2
52-Week high 17.10
52-Week low 2.35
P/E
Mkt Cap.(Rs cr) 5
Buy Price 15.20
Buy Qty 90.00
Sell Price 14.45
Sell Qty 1155.00
OPEN 14.50
CLOSE 14.50
VOLUME 2
52-Week high 17.10
52-Week low 2.35
P/E
Mkt Cap.(Rs cr) 5
Buy Price 15.20
Buy Qty 90.00
Sell Price 14.45
Sell Qty 1155.00

GB Global Ltd. (GBGLOBAL) - Director Report

Company director report

Dear Shareholders

The Directors and the Resolution Professional present the 34th Annual Reportand the Financial Statements of the Company for the year ended 31st March2018.

FINANCIAL HIGHLIGHTS

(Rupees in Lakh)
2018 2017
Total Turnover 32783.87 51671.16
Other Income 562.28 355.52
Profit/(Loss) before Finance Cost Depreciation & Amortisation and Taxation -58015.01 -55833.36
Less: 1. Finance Cost 16806.69 13805.06
2. Depreciation & Amortisation 5895.78 5207.46
Profit/ (Loss) Before Taxation -80717.48 -74845.88
Less: Provision for Taxation
Current Tax
Deferred Tax -807.90 -1000.61
Net Profit/(Loss) for the Year -79909.57 -73845.27
Less: Income Tax paid for earlier year - -997.15
Profit/(Loss) after Taxation -79909.57 -72848.13
Add: Other Comprehensive Income - 98.26
Total Comprehensive Income -79909.57 -72749.87
Add : Balance of Profit (Loss) from earlier years -32104.12 40645.75
Amount available for Appropriations -112013.69 -32104.12
Add: Transfer from Debenture Redemption Reserve - -
Less: Dividend - -
Tax on distributed Profits - -
Balance carried forward -112013.69 -32104.12

Notes: Previous years' figures have been reclassified/regrouped wherever necessaryto correspond with those of the current year.

COMPANY PERFORMANCE AND BUSINESS OVERVIEW

The total revenue from operations for the year 2017-18 was Rs. 32783.87 Lakh. Thetotal loss before tax was Rs. 80717.48 Lakh mainly due to lower manufacturingcapacity utilization due to the stressed financial condition of the Company.

Further discussion of operations for the year ended 31st March 2018is provided in the Management Discussion and Analysis Report which is presented in aseparate section forming part of this Annual Report.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2017-18

Corporate Insolvency Resolution Process (CIRP) has been initiated under the Insolvencyand Bankruptcy Code 2016 by the National Company Law Tribunal (NCLT) Mumbai vide itsorder dated 29th September 2017 owing to defaults in repayment of principaldebt and interest thereon by the Company. Further vide the above mentioned NCLT order andpursuant to Section 17 of the IBC the powers of the Board of Directors of the Companystood suspended and such powers were vested with the Interim Resolution Professional Mrs.Charu Desai (IP Registration no. IBBI/ IPA-001/IP-P00434/2017-18/10757). Her appointmentwas subsequently confirmed by the Committee of Creditors (COC) as the ResolutionProfessional (the "RP"). Accordingly Mrs. Charu Desai in her capacity as RPtook control and custody of the management and operations of the Company with effect from11th October 2017.

On 9th July 2018 in accordance with Section 30(6) of the IBC a resolutionplan as approved by the COC with the requisite majority as per Section 30(4) of the IBCwas filed with NCLT Mumbai Bench for its approval. Currently the Company is awaiting thefinal order from NCLT on the resolution plan. All appointments/reappointments of directorsbeing made shall be subject to changes as per proposed implementation of the resolutionplan post NCLT approval.

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

Except the changes occurred during and subsequent to the financial year 2017-18 statedhereinabove no material changes and commitments has occurred after the close of the yeartill the date of this report which affect the financial position of the Company.

DIVIDEND

In view of the losses your Company does not recommend any dividend for the year underreview.

TRANSFER TO RESERVE

Nil.

CORPORATE GOVERNANCE

Reports on Corporate Governance and Management Discussion and Analysis in accordancewith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") along with a certificate from Auditors regardingcompliance of the Corporate Governance are given separately in this Annual Report.

All Board members and senior management personnel have afirmed compliance with the codeof conduct for the year 2017-18. A declaration to this effect signed by the ResolutionProfessional of the Company is contained in this annual report.

PUBLIC DEPOSIT

Your Company has not accepted any Public deposits under Chapter V of Companies Act2013.

NON CONVERTIBLE DEBENTURES (NCDs)

During the financial year 2017-18 the Company has defaulted in redeeming SecuredRedeemable Non-Convertible Debentures (NCDs) for an amount aggregating to Rs. 290000000(Rupees Twenty Nine Crore only) on account of stretched financial conditions of theCompany. The details of outstanding NCDs as on 31st March 2018 are provided inannexure to Note No. 11 on Long Term Borrowings forming part of Financial Statementscontained in this Annual Report.

IDBI Trusteeship Services Limited is the Debenture Trustee for the Debenture holderswhose details are provided in the Corporate Governance Section of the Annual Report. Theapplicable listing fees have been paid to the stock exchange.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The CIRP was initiated against the Company on 29th September 2017and pursuant to Section 17 of the IBC the powers of the Board of Directors of the Companystood suspended and such powers are vested with the Resolution Professional Mrs. CharuDesai. The resolution plan as approved by Committee of Creditors is submitted to HonorableNCLT for its approval. The outcome of the CIRP may result in change in the Board ofDirectors of the Company followed by reconstitution of the statutory committees of theBoard of Directors of the Company. In accordance with the provisions of the Companies Act2013 (‘Act') Mr. Manish B. Mandhana retires by rotation at the ensuing AnnualGeneral Meeting (‘AGM') and is eligible for re-appointment.

The changes in the Directors of the Company prior to the initiation of CIRP issummarized herein below.

The Board of Directors of the Company in its meeting held on 25th September2017 has appointed Mr. Laxman Kamble (DIN: 07942013) Mr. Yogesh Hate (DIN: 07942165) andMr. Manish Hate (DIN: 07942068) as Additional Directors (Non-Executive andIndependent Director) of the Company.

Mr. Purushottam C. Mandhana (DIN: 00025633) Mr. Manish B. Mandhana (DIN: 00025449)Mr. Jeenendra Bhandari (DIN: 00050150) Mr. Chandrakant Shetty (DIN: 07670406) and Mr.Pandharinath Parab (DIN: 07678456) tendered their resignations from the Directorship ofthe Company w.e.f. 25th September 2017. As the Company has defaulted inhonouring the dues to debenture holders for a period beyond one year pursuant to theprovisions of Section 164(2) read with Section 167 of the Act with effect from 28thSeptember 2017 all the then existing directors (viz. Mr. Laxman Kamble Mr.Yogesh Hateand Mr. Manish Hate) vacated the office of Directors.

Subsequently Mr. Monarch Gandhi (DIN: 07183740) Mr. Purushottam C. Mandhana (DIN:00025633) and Mr. Manish B. Mandhana (DIN: 00025449) were appointed as the Non - ExecutiveDirectors by the Promoters of the Company pursuant to the provisions of Section 167(3) ofthe Act. Further pursuant to Section 167(3) of the Act the above Directors' hold officeup to the date of the 34th Annual General Meeting (AGM) and approval of theshareholders is being sought at the AGM in order to enable the Company to remain compliantwith the requirements of the Act.

Brief details of Directors proposed to be appointed/reappointed as required underRegulation 36(3) of Listing Regulations are provided in the explanatory statement Annexedto the notice of the AGM.

Mr. Vinay Sampat has resigned from the post of the Company Secretary and ComplianceOfficer of the Company w.e.f. 20th May 2017.The Board of Directors of theCompany in its meeting held on 9th August 2017 has appointed Ms. Divya Trivedias the Company Secretary and Compliance Officer of the Company w.e.f 16thAugust 2017.

BOARD EVALUATION

The Company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual Directors on the basis of a structuredquestionnaire which comprises evaluation criteria taking into consideration variousperformance related aspects. Evaluation of performance of all Directors is undertakenannually during the last quarter of the corresponding financial year however as the CIRPwas initiated against the Company w.e.f. 29th September 2017 the powers ofthe Board of Directors (including evaluating the performance of Board its Committee andindividual Directors) were suspended. Therefore the evaluation of the performance of theBoard of Directors and of its Committees and individual Directors were not undertakenduring the financial year 2017-18.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Three (3) Board Meetings were convened and held during the financial year 2017-18(i.e. upto 29th September 2017 post which the powers of the Board ofDirectors stood suspended on account of initiation of CIRP against the Company). Detailsof meetings of the Board and its Committees alongwith the attendance of the Directorstherein have been disclosed in the Corporate Governance Report (Annexed herewith).

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behavior actual or suspected fraud or violationof the Company's Code of Conduct & Ethics. The Whistle Blower Policy is posted on thewebsite of the Company and the web-link to the same is http://www.mandhana.com/investorRelation.php

AUDIT COMMITTEE

Subsequent to resignation of the Independent Directors as on 25th September2017 and initiation of the CIRP against the Company w.e.f. 29th September2017 the Audit Committee of the Board of Directors could not be constituted upto theperiod ended 31st March 2018. Prior to such resignation of IndependentDirectors/initiation of CIRP the Audit Committee were comprised of 4 members including 3Independent Directors and 1 Executive Director details of which is provided below:

1. Mr. Jeenendra Bhandari – Chairman
2. Mr. Chandrakant Shetty
3. Mr. Pandharinath Parab
4. Mr. Purushottam C. Mandhana

Further details on the Audit Committee are provided in the Corporate Governance Report(Annexed herewith).

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributes and independence of Directors.

The Policy also provides for remuneration of Directors Members of Senior Managementand Key Managerial Personnel.

Details of the Key Features of Nomination and Remuneration Policy are given underAnnexure - ‘A ' to this Report

RISK MANAGEMENT POLICY

The Company has in place a Risk Management framework to identify measure and mitigatebusiness risks and threats. This framework seeks to create transparency minimize adverseimpact on the business objective and enhance the Company's competitive advantage.

This risk framework thus helps in managing market credit and operations risks andquanti_es exposure and potential impact at a Company level.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

No loans guarantees or Investments covered under sections 186 of the Companies Act2013 have been given or provided during the year. Details of the investments made andloans outstanding as of 31st March 2018 pursuant to Section 186 of the Actare provided under note nos. 6 and 7 of the Financial Statements (annexed herewith). Loantaken by the recipient was proposed to be utilized for their general corporate/businesspurposes.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arm's length basis.During the year the Company had not entered into any contract/arrangement/ transactionwith related parties which could be considered material under Regulation 23 of ListingRegulation. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC - 2 is not applicable. The Policyon materiality of related party transactions and dealing with related party transactionsas approved by the Board may be accessed through the following link:http://www.mandhana.com/ investorRelations.php. Your Directors draw attention of themembers to Note no. 33 to the financial statements which sets out related partydisclosures.

Prior omnibus approval is obtained on an annual basis for the transactions with relatedparties which are of a foreseeable and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted and a statement giving details of alltransactions with related parties are placed before the Audit Committee and Board ofDirectors for their review on a periodic basis.

MANAGERIAL REMUNERATION

Remuneration to Directors and Key Managerial Personnel i. The percentage increasein remuneration of each Director and Company Secretary during FY 2017-18 and ratio of theremuneration of each Director to the median remuneration of the employees of the Companyfor FY 2017-18 are as under:

Sr. No. Name of Director /KMP and Designation Remuneration of Director/ KMP for FY 2017-18 (In `) % increase/ decrease in remuneration in FY 2017-18 Ratio of remuneration of each Whole-Time Director to median remuneration of employees
1. Mr. Purushottam C. Mandhana @ # NIL N.A N.A.
Non- Executive Director
2. Mr. Manish B. Mandhana @ # 50000 N.A N.A
Non-Executive Director
3. Mr. Monarch Gandhi # N.A N.A N.A
Non-Executive Director
4. Mr. Jeenendra Bhandari @ 125000 N.A N.A
Non-Executive & Independent Director
5. Mr. Chandrakant Shetty @ 125000 N.A N.A
Non-Executive & Independent Director
6. Mr. Pandharinath Parab @ 90000 N.A N.A
Non-Executive & Independent Director
7. Mr. Laxman Kamble# N.A N.A N.A
Non-Executive & Independent Director
8. Mr. Yogesh Hate# N.A N.A N.A
Non-Executive & Independent Director
9. Mr. Manish Hate# N.A N.A N.A
Non-Executive & Independent Director
10. Mr. Vinay Sampat $ 359664 Nil N.A.
Vice President - Legal & Company Secretary
11. Mrs. Divya Trivedi$ 187904 N.A N.A.
Company Secretary & Compliance Officer

@ Mr. Jeenendra Bhandari Mr. Chandrakant Shetty Mr. Pandharinath Parab Mr.Purushottam C. Mandhana and Mr. Manish B. Mandhana ceased to be Director of the Companywith effect from 25th September 2017.

# Mr. Laxman Kamble Mr. Yogesh Hate and Mr. Manish Hate were appointed asNon-Executive and Independent Directors w.e.f 25th September 2017 and theyvacated the office under section 167 of the Companies Act 2013 w.e.f 28thSeptember 2017. Subsequently the Promoters of the Company nominated Mr. Purushottam C.Mandhana Mr. Manish B. Mandhana and Mr. Monarch Gandhi as Non- Executive Directors of theCompany.

$ Mr. Vinay Sampat has ceased to be the Company Secretary and Compliance officer of theCompany w.e.f. 20th May 2017. Mrs. Divya Trivedi was appointed as the CompanySecretary and Compliance officer of the Company w.e.f 16th August 2017 and assuch no remuneration was paid to her during the Financial Year 2016-17.

Note:

i. Remuneration paid to KMP includes Salary allowances company's contribution toprovident fund and monetary value of perquisites if any. The remuneration paid toNon-Executive and/or Independent Directors comprises of sitting fees only.

ii. The median remuneration of employees of the Company during FY 2017-18 was Rs.131688/-;

iii. In the financial year under review there was an increase of 1.69% in the medianremuneration of employees;

iv. There were 3393 permanent employees on the rolls of the Company as on 31stMarch 2018;

v. Average percentage increase in the salaries of employees other than the managerialpersonnel in the FY 2017-18 was 3.96% as compared to FY 2016-17. No remuneration was paidto the Managerial Personnel in the FY 2017-18.

vi. It is hereby afirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate statement and forms part ofthe Annual Report. Further this report is being sent to the Members excluding the saidstatement. The said statement is available for inspection of members at theRegistered/Corporate Office of the Company during working hours upto the date of theAnnual General Meeting and shall be made available to any shareholder on request. The saidstatement is also available on the website of the Company the weblink to which iswww.mandhana.com.

CREDIT RATING

During the year under review CARE Rating Agency has revised its ratings forNon-Convertible Debentures and Long Term and Short Term Banking facilities the details ofwhich are as under:

Facilities Rating as on 31s tMarch 2018 Rationale
Non-Convertible Debentures CARE D (Single D) Issuer not cooperating Due to delays in servicing the debt obligations by the Company on account of stretched liquidity position
Long term and Short term Bank facilities CARE D (Single D) Issuer not cooperating

STATUTORY AUDITOR AND AUDITORS' REPORT

In accordance with Section 139 of the Companies Act 2013 the Members of the Companyin its 32nd Annual General Meeting held on 30th December 2016have appointed M/s. KPND & Co. Chartered Accountants (FRN: 133861W) as the StatutoryAuditors of the Company to hold office till the conclusion of the 37th AnnualGeneral Meeting of the Company to be held in calendar year 2021. Earlier proviso toSection 139(1) of the Companies Act 2013 provided that the appointment of the StatutoryAuditors is required to be rati_ed by the Members at every Annual General Meeting heldduring their tenure. However the said proviso was omitted w.e.f. 7th May 2018by the Companies Amendment Act 2017 and thereby the notice of the 34th AnnualGeneral Meeting does not include the proposal seeking rati_cation of the appointment ofthe Statutory Auditors.

With regard to defaults made by the Company in repayment of dues to the banks anddebenture holders as mentioned in the Auditor's Report we state that the said defaultswere made on account of stretched financial conditions of the Company. Further theCorporate Insolvency Resolution Process in respect of the Company is already underway andthe repayment/settlement of the dues to the Banks and the debenture holders is subject tothe outcome of the CIRP. The Auditors' Report and notes to the financial statementsreferred in the Auditors Report are self-explanatory and therefore do not call for anyfurther comments under Section 134 of the Companies Act 2013. The Auditors' Report isenclosed with the financial statements in this Annual Report.

There is no incident of fraud requiring reporting by the auditors under Section 143(12)of the Companies Act 2013.

COST AUDITOR AND COST AUDIT REPORT

M/s. C.B. Modh & Co. Cost Accountants have been duly appointed as Cost Auditorsfor conducting Cost Audit in respect of products manufactured by the Company which arecovered under the Cost Audit Rules for current financial year ending 31stMarch 2018. They were also the cost auditors for the previous year ended 31stMarch 2017. As required by Section 148 of the Companies Act 2013 necessary resolutionhas been included in the Notice convening the 34th Annual General Meetingseeking rati_cation by Members to the remuneration proposed to be paid to the CostAuditors for the financial year ending 31st March 2018.

The Company is in process of _ling the Cost Audit Report for the financial year ended31st March 2018 with the Central Government.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesmade thereunder the Company has appointed Mr. Nitin R. Joshi Practicing CompanySecretary (Certificate of Practice No. 1884 and Membership No.FCS-3137) as the SecretarialAuditor of the Company. The Secretarial Audit Report is annexed as Annexure- ‘D' andforms an integral part of this Report. The Company has complied with all the applicablesecretarial standards.

Mr. Purushottam C. Mandhana Chairman and Managing Director (upto 25thSeptember 2018) has extensive pro_ciency for financial and risk management operationsgarnered through his association with the Company from its inception and vast experiencein the textile industry. During his tenure he was also heading the Finance Department ofthe Company and was also performing the required duties and functions of a Chief FinancialOfficer. With regard to the adequate constitution of Board of Directors prior to thecommencement of CIRP the Company hereby states that the Board of the Company (prior tocommencement of CIRP) was duly constituted except for the Woman Director as the Companywas facing difficulties in attracting people on its Board on account of the sub-optimalfinancial performance of the Company. Further post commencement of CIRP and pursuant toSection 17 of the IBC the powers of the Board of Directors of the Company stoodsuspended and such powers are vested with the Resolution Professional Mrs. Charu Desai.The Company has made timely submissions of all the disclosures to the Stock Exchangespursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(Listing Regulations) except for two instances viz. intimation under regulation 30(6)(restating of ratings) and regulation 51 (delay in payment of Interest obligations) ofSEBI Listing Regulations which were inadvertently delayed.

The explanation for the defaults made by the Company in honoring its debt obligationsis provided in the "Statutory Auditors and Auditors' Report" sectionherein above. The Secretarial Audit Report does not contain any other qualificationreservation or adverse remark. The statements referred in the Secretarial Audit Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under any of the applicability criteria's of CSR asmentioned under the provisions of Section 135 of the Companies Act 2013 as amended by theCompanies Amendment Act 2017. Reporting as required under the aforesaid section for theFY 2017-18 is enclosed as Annexure - ‘B'.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary Joint Venture and Associate Company as on 31stMarch 2018.

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

The Corporate Insolvency Resolution Process (‘CIRP') has been initiated for theCompany under the provisions of the Insolvency and Bankruptcy Code 2016 (‘IBC') bythe National Company Law Tribunal vide its order dated 29th September2017. Further vide the aforesaid dated NCLT order and pursuant to Section 17 of the IBCthe powers of the Board of Directors of the Company stood suspended and such powers arevested with the Interim Resolution Professional Mrs. Charu Desai (IP Registration no.IBBI/IPA-001/IP-P00434/2017-18/10757). Mrs. Charu Desai's appointment was subsequentlyconfirmed by the Committee of Creditors (‘COC') as the Resolution Professional (the‘RP'). The CIRP is underway and outcome of the same may have a bearing on theCompany's future operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference tofinancial statements. These are continually reviewed by the Company to strengthen the samewherever required. The internal control systems are supplemented by internal audit carriedout by an independent firm of Chartered Accountants and periodical review by management.The Audit Committee of the Board addresses issues raised by both the Internal Auditorsand the Statutory Auditors.

DIRECTORS' RESPONSIBILITY STATEMENT

Members may kindly note that on 29th September 2017 the Hon'ble NationalCompany Law Tribunal (NCLT) had admitted the petition for initiating the CorporateInsolvency Resolution (CIR) Process under the provisions of the Insolvency BankruptcyCode 2016 (IBC). Further vide the aforesaid NCLT order (certified copy received on 11thOctober 2017) and pursuant to Section 17 of the IBC the powers of the Board of Directorsstood suspended and such powers were vested with the Interim Resolution ProfessionalMrs. Charu Desai. Her appointment was subsequently confirmed by the Committee of Creditors(CoC) as the Resolution Professional (the RP). For the period commencing from 1stApril 2017 to 10th October 2017 the Company was under the management of theerstwhile Board of Directors.

In light of the aforesaid and pursuant to the requirements under sub section (3)(c) and(5) of Section 134 of the Companies Act 2013 with respect to Directors' ResponsibilityStatement it is hereby confirmed by the RP that: i) In the preparation of the annualaccounts for the financial year ended 31st March 2018 the applicableAccounting Standards have been followed along with proper explanation relating to materialdepartures; ii) Accounting policies have been selected and applied consistently andjudgments and estimates made 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 of the Company for the year under review; iii) Proper and sufficient care hasbeen taken for the maintenance of adequate accounting records in accordance with theprovision of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; iv) The annual financialstatements have been prepared on a going concern basis; v) Internal financial controls tobe followed by the Company have been laid down and ensured that such internal financialcontrols are adequate and operating effectively; and vi) Proper systems have been devisedto ensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo as per section 134(3)(2) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 for the year ended 31st March 2018 areprovided under Annexure – ‘C' to this report.

WEB-LINK OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(1) of the Companies Act 2013 as amended bythe Companies Amendment Act 2017 a copy of the Annual Return is uploaded on the websiteof the Company and the web link of which is: http://mandhana.com/investorRelation.php

OTHERS

No disclosure or reporting is required in respect of the following items as they werenot applicable or there were no transactions on these items during the year under review:

1. The details relating to deposits covered under Chapter V of the Act since neitherhas the Company accepted deposits during the year under review nor were there any depositsoutstanding during the year.

2. Details relating to issue of equity shares including sweat equity shares stockoptions and shares with differential rights as to dividend voting or otherwise sincethere was no such issue of shares.

3. None of the Whole-Time Directors of the Company received any remuneration orcommission from any of its subsidiaries.

Further during the year under review there were no cases filed under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENT

The Management hereby take this opportunity to thank the Shareholders FinancialInstitutions Banks Customers Suppliers Regulators and Government Authorities -Central State & Local.

The Management also wish to place on record their appreciation of the employees at alllevels for their hard work dedication and commitment.

For MANDHANA INDUSTRIES LIMITED
CHARU DESAI
IP Registration no. IBBI/IPA-001/IP-
P00434/2017-18/10757
Resolution Professional
Mandhana Industries Limited (A
company under corporate insolvency
resolution process by NCLT order no. C.P.
No. 1399/I&BP/NCLT/MAH/2017)
Place : Mumbai
Date : 31st October 2018

ANNEXURE – ‘A' to Directors' Report

THE KEY FEATURES OF NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company has been formulated with a viewto:

1. devise a transparent system of determining the appropriate level of remunerationthroughout all levels of employees and teams in the Company;

2. encourage personnel to perform to their highest level;

3. provide consistency in remuneration throughout the Company; 4. offer incentives onthe premise of aligning the performance of the business with the performance of keyemployees and teams within the Company; and 5. set out the approach to diversity on theBoard. The Nomination and Remuneration Policy elucidates the types of remuneration to beoffered by the Company and factors to be considered by the Board of Directors of theCompany Nomination and Remuneration Committee and management of the Company indetermining the appropriate remuneration policy for the Company.

The Nomination and Remuneration Policy applies to the Company's senior managementemployees including its Key managerial personnel and Board of Directors.

The detailed policy is available on the Company's website athttp://mandhana.com/pdf/Nomination%20and%20 Remuneration%20Policy.pdf

For MANDHANA INDUSTRIES LIMITED

CHARU DESAI

IP Registration no. IBBI/IPA-001/IP-P00434/2017-18/10757 Resolution Professional

Mandhana Industries Limited (A company under corporate insolvency resolution process byNCLT order no. C.P. No. 1399/I&BP/NCLT/MAH/2017)

Place : Mumbai

Date : 31st October 2018

ANNEXURE – ‘C' to Directors' Report

Conservation of Energy Technology absorption Foreign Exchange Earning and Outgoing:(A) CONSERVATION OF ENERGY:

The Company has always been conscious of the need for conservation of energy and hasbeen sensitive in making progress towards this initiative. Adequate measures are alwaystaken to ensure optimum utilisation and maximum possible saving of energy at the officesand units of the Company.

The Company constantly improves on and installs various energy saving devises. TheCompany replaces old electrical drives and has been re-organizing production process byintroducing improved systems which also conserves energy.

(B) TECHNOLOGY ABSORPTION:

1. RESEARCH AND DEVELOPMENT

Your Company committing itself Research & Development activities has alwaysplayed an imperative role for cost-effective expansion of business development. Research& Development has been implemented with objectives like continual efficiencyenhancement reductions in material costs improving speed and quality of processes andinnovation. The Company has always been conscious of the need for conservation of energyand has been sensitive in making progress towards this initiative.

2. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company continues to integrate the latest proficient technology innovationsand improvement as introduced and suitable to the manufacturing operations carried out bythe Company. It also adopts and upgrades its technology to sustain and presence in thedomestic and international market.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Earnings : Rs. 14165/- Lakh

Out go : Rs. 726/- Lakh

For MANDHANA INDUSTRIES LIMITED

CHARU DESAI

IP Registration no. IBBI/IPA-001/IP-P00434/2017-18/10757 Resolution ProfessionalMandhana Industries Limited (A company under corporate insolvency resolution process byNCLT order no. C.P. No. 1399/I&BP/NCLT/MAH/2017)

Place : Mumbai

Date : 31st October 2018