You are here » Home » Companies » Company Overview » Innovators Facade Systems Ltd

Innovators Facade Systems Ltd.

BSE: 541353 Sector: Infrastructure
NSE: N.A. ISIN Code: INE870Z01015
BSE 00:00 | 18 Feb 49.15 -0.15
(-0.30%)
OPEN

49.15

HIGH

49.45

LOW

48.05

NSE 05:30 | 01 Jan Innovators Facade Systems Ltd
OPEN 49.15
PREVIOUS CLOSE 49.30
VOLUME 22400
52-Week high 76.40
52-Week low 44.00
P/E 11.70
Mkt Cap.(Rs cr) 93
Buy Price 48.00
Buy Qty 4800.00
Sell Price 52.50
Sell Qty 1600.00
OPEN 49.15
CLOSE 49.30
VOLUME 22400
52-Week high 76.40
52-Week low 44.00
P/E 11.70
Mkt Cap.(Rs cr) 93
Buy Price 48.00
Buy Qty 4800.00
Sell Price 52.50
Sell Qty 1600.00

Innovators Facade Systems Ltd. (INNOVATORS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting Nineteenth Annual Report on the operationsof the Company together with the Audited Financial Statements for the financial year ended31st March 2018.

1. FINANCIAL STATEMENTS & RESULTS:

I.FINANCIAL RESULTS:

The Company's performance for the year ended 31st March 2018 as compared to theprevious financial year is summarized below:

Particulars

Standalone

Consolidated

FY 2017-18 FY 2016-17 FY 2017-18 FY 2016-17
Revenue from Operations 15417.46 10023.51 15417.46 10023.51
Other Income 100.98 212.45 100.98 212.45
Total Revenue 15518.44 10235.96 15518.44 10235.96
EBITDA 2262.44 1150.14 2260.85 1147.68
Finance Cost 871.53 618.84 871.53 618.84
Depreciation 220.88 238.71 220.88 238.71
Profit Before Tax 1170.02 292.59 1168.44 290.00
Tax Expense 377.13 248.40 376.54 248.40
Profit After Tax 792.89 44.19 791.90 41.60

II. OPERATIONS:

The Company is engaged in the business of designing engineering fabrication supplyand installation offagade systems. There has been no change in the business of the Companyduring the financialyearended31stMarch2018.

• The highlights of the Company's performance on standalone basis are as under:

Revenue from Operation in FY18 has increased to Rs. 15417.46 lakhs from Rs. 10023.51lakhs in FY17. EBITDA for Current financial year is Rs. 2262.44 lakhs (i.e. 14.67 % ofRevenue from Operations) as compared to Rs. 1150.14 lakhs (i.e. 11.47 % of Revenue fromOperations) in previous financial year. Profit Before Tax has increased to Rs. 1170.02lakhs in FY18 as compared to Rs. 238.71 lakhs in FY17. Profit After Tax has increased toRs. 792.89 lakhs in FY18 as against Rs. 44.19 lakhs in FY17.

• The highlights of the Company's performance on consolidated basis are as under :Consolidated Profit After Tax has increased to Rs. 791.90 lakhs in FY18 as against Rs.41.60 lakhs in FY17.

2. DIVIDEND:

In order to conserve the resources of company the directors are not recommending anydivided for the FY 2017-18.

3. AMOUNTTRANSFEREDTO RESERVES:

The Board hasn't recommended any amount to be transferred to the reserves for thefinancial year under review.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unpaid/unclaimed dividend amount lying with the Company therefore theprovisions of Section 125 of the Companies Act 2013 do not apply.

5. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2018 made under the provisionsof Section 92(3) of the Act is attached as "Annexure I" which forms part of thisReport.

6. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES:

The details of the subsidiaries joint ventures or associate companies are as mentionedbelow:

Sr. No. Name of the Company Subsidiary/Joint Venture /Associate
1 M/s. Kapindra Multi trade Private Limited Subsidiary Company

Further a statement containing the sailent features of the financial statement ofsubsidiary Company in the prescribed format AOC-1 is appended as "Annexure II"to the Board's report. The statement also provides the details of performance financialpositions of the subsidiary.

7. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year of the Company i.e. 31st March 2018 towhich these financial statements relate and the date of this report.

8. DETAILS OF INITIAL PUBLIC OFFER (IPO):

After the Balance Sheet date the company has issued 5660800 equity shares of Rs. 10Aeach at an issue price of Rs. 72A each aggregating to Rs. 40.76 crores. The equity sharesof the company are listed on BSE SME Stock Exchange with effect from 24th May 2018.

9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

10. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All related party transactions/contracts/arrangements that were entered into by theCompany during the financial year under review were on an arm's length basis and in theordinary course of business and were in compliance with the applicable provisions of theCompanies Act 2013. There are no material significant related party transactions made bythe company with promoters directors KMP and senior management personnel which may havea potential conflict with the interest of the company at large. Also there are nomaterial transaction with any related party that are required to be disclosed under formAOC-2. The Policy on dealing with Related Party Transactions may be accessed on theCompany's website at the link: http://innovators.in/investors- corner/

11. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

Particulars of loans given investments made guarantees given and securities providedas covered under the provisions of Section 186 of the Companies Act 2013 if any havebeen disclosed in the notes to the standalone financial statements forming part of theAnnual Report.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:

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.

13. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

During the financial year following changes were recorded in the composition of Boardof Directors of the Company:

NAME OF THE DIRECTORS POSITION NATURE OF CHANGE DATE OF EVENT
Mr. Shivchand Sharma (DIN : 00298265) Director Appointment 08/01/2018
Mr. Phoolshankar Shrimali (DIN : 03549729) Additional Non executive Director Appointment 16/02/2018
Mr. Sunil Deshpande (DIN : 08065585) Additional Nonexecu tive Director Appointment 16/02/2018
Mr. Radheshyam Sharma (DIN:00340865) Managing Director Change in Designation 17/02/2018
Mrs. Anjana Sharma (DIN:00360233) Whole-Time Director Change in Designation 17/02/2018
Ms. Poonam bhati (DIN : 08081236) Additional Nonexecutive Director Appointment 09/03/2018

Further pursuant to the provisions of Section 203 of the Companies Act 2013 and Rulesframed thereunder following were appointed as Key Managerial Personnel (KMP) of theCompany.

NAME OF KMP DESIGNATION DATE OF EVEN
Mr. Radheshyam Sharma (DIN:00340865) Managing Director 17/02/2018
Mrs. Anjana Sharma (DIN:00360233) Whole-Time Director 17/02/2018
Mrs. Priti Raman Sharma Chief Financial Officer 16/02/2018
Ms. Rad hi ka Vimal Tibrewala Company Secretary 09/03/2018

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of the Board of Directors is in accordance with Section 149 of theCompanies Act 2013 and Regulation 17 of the Listing Regulations.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Shivch andSharma (DIN: 00298265) is liable to retire by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible has offered himself for re-appointment.

Necessary resolution for his re-appointment is included in the Notice of 19th AGM forseeking approval of Members. The Directors recommend his re-appointment for your approval.

A brief resume and particulars relating to him is given separately as an annexure tothe AGM Notice.

14. SHARE CAPITAL

The details of Share capital of the Company areas under:

Particulars

As at 31st March 2018

As at 31st March 2017

Number of Shares Amount (In Rs.) Number of Shares Amount (In Rs.)
(a) Authorised Capital:
Equity Shares of Rs. 10/- each 21000000 210000000 11000000 110000000
(b) Issued. Subscribed Paid up Capital:
Equity Shares of Rs. 10/- each 13207008 132070080 10285750 102857500

NOTE:

During the year the Company has increased authorised share capital from Rs.110000000 (divided into 11000000 equity shares of face value of Rs.10/- each) toRs.170000000 (divided into 17000000 equity shares of the face value of Rs.10/- each)and further to Rs.210000000 (divided into 21000000 equity shares of the face valueof Rs.10/- each) vide resolution passed in the extraordinary general meeting of theCompany held on 29th January 2018 and 21st February 2018 respectively.

During the year the Company has allotted 1389000 equity shares of Rs.10/- each at apremium of Rs.62/- per share under private placement by conversion of their unsecured loaninto equity vide resolution passed in the meeting of board of directors of the Companyheld on 24th February 2018. Also the Company has allotted 1532258 equity shares ofRs.10/- each at a premium of Rs.52/- per share byway of private placement vide resolutionpassed in the meeting of board of directors of the Company held on 7th March 2018.

15. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

I. BOARD OF DIRECTORS:

The composition of the Board as on 31st March 2018 is in conformity with theprovisions of the Companies Act 2013 and Regulation 17(1) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Regulations").

The Board of Directors met 18 times during the financial year under review on 05thMay 201728th June 2017 08th August 2017 04th September 2017 27th October201707th November 2017 04th January 2018 08th January 2018 02nd February 201816thFebruary 2018 20th February 2018 24th February 2018 01st March 2018 07th March2018 09th March 2018 14th March 201819th March 2018 and 21st March 2018.

COMPOSITION OF THE BOARD:

The Company has a very balanced and diverse Board of Directors which primarily takescare of the business needs and stakeholders' interest. The Non-executive Directorsincluding Independent Directors on the Board are experienced competent and highlyrenowned persons from their respective fields of expertise. They take active part at theBoard and Committee Meetings by providing valuable guidance to the Management on variousaspects of business policy direction governance compliance etc. and play pivotal roleon strategic issues which enhances the transparencyand add value in the decision makingprocess of the Board of Directors.

CATEGORY OF THE DIRECTORS NUMBER OF DIRECTORS
Executive 1
Executive Woman Director 1
Non-executive
a) Non -executive Non independent Director 1
b) Non -executive Independent Director 3
Total 6

Except Mr. Shivchand Sharma who is the father of Mr. Radheshyam Sharma and Mr.Radheshyam Sharma is the husband of Mrs. Anjana Radheshyam Sharma no other Director isrelated directly or indirectly to any other Directors of the Company.

II. AUDIT COMMITTEE:

The Board of Directors at their meeting held on 09th March 2018 have constituted AuditCommittee under Section 177(1) of the Companies Act 2013 and Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 read with Regulation 18 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirement) Regulation 2015.

The Audit Committee metonce during the financial year under review on 21st March 2018.

COMPOSITION OF THE AUDIT COMMITTEE:

Composition of Audit Committee is as follows:

SR NO. NAME CATEGORY DESIGNATION
1. Phoolshankar Murlidhar Shrimali Non-Executive Independent Director Chairman
2 Sunil Krlshnara Deshpande Non-Executive Independent Director Member
3 Poonam Bhati Non-Executive Independent Director Member
4 Radheshyam Sharma Managing Director Member

The Members of the Audit Committee are financially literate and have requisiteaccounting and financial management expertise.

III. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors at their meeting held on 09th March 2018 have constituted theNomination and Remuneration Committee in Compliance with the provision of Section 178 ofthe Companies Act 2013 read with Regulation 19 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirement) Regulation 2015. During the financialyear 2017-18 no committee meetings were held.

Composition of Nomination and Remuneration Committee is as follows:

SR NO NAME CATEGORY DESIGNATION
1. Phoolshankar Murlidhar Shrimali Non-Executive Independent Director Chairman
2 Sunil Krishnarao Deshpande Non-Executive Independent Director Member
3 Poonam Bhati Non-Executive Independent Director Member
4 Shivchand Sharma Non-Executive Non - Independent Director Member

The Company has Nomination and Remuneration policy which provides the criteria fordetermining qualifications positive attributes independence of a Director and policyrelating to remuneration for Directors Key Managerial Personnel and other employees inaccordance with the provisions of Section 178 of the Companies Act 2013. The Nominationand Remuneration Policy of the Company is hosted on the Company's Website at:http://innovators.in/investors-corner/

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors at their meeting held on 09th March 2018 have constituted theStakeholders Relationship Committee in Compliance with the provision of Section 178 of theCompanies Act 2013 read with Regulation 20 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. The Company Secretaryacts as the Secretary of the Stakeholders' Relationship Committee. During the financialyear 2017-18 no committee meetings were held.

COMPOSITION OF THE STAKEHOLDER RELATIONSHIP COMMITTEE:

Composition of Stakeholder Relationship Committee is as follows:

SR NO. NAME CATEGORY DESIGNATION
1. Phoolshankar Murlidhar Shrimali Non-Executive Independent Director Chairman
2 Sunil Krishnarao Deshpande Non-Executive Independent Director Member
3 Poonam Bhati Non-Executive Independent Director Member
4 Radheshyam Sharma Managing Director Member

V. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Board of Directors at their meeting held on 09th March 2018 have constituted theCorporate Social Responsibility (CSR) Committee in Compliance with the provision ofSection 135 of the Companies Act 2013 read with applicable Rules. Further during theyear under review the provisions of Companies Act2013relatingtoCSRwerenotapplicabletothecompany.

COMPOSITION OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Composition of Corporate Social Responsibility Committee is as follows:

SR NO. NAME CATEGORY DESIGNATION
1. Radheshyam Sharma Managing Director Chairman
2. Anjana Sharma Whole Time Director Member
3. Shivchand Sharma Non-Executive Non -Independent Director Director Member
4 Phoolshankar Murlidhar Shrimall Non-Executive independent Director Member

The said Committee has been entrusted with the responsibility of formulating andrecommending to the Board Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company monitoring the implementation of theframework of the CSR Policy and recommending the amount to be spent on CSR activities. TheCSR policy of the Company is available on the Company's web-site and can be accessed inthe link provided herein http://innovators. in/investors-corner/

VI. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record the declarations received from theIndependent Directors of the Company in accordance with the Section 149(6) of theCompanies Act 2013 confirming their independence and pursuant to Regulation 25 of theListing Regulations.

16. VIGIL MECHANISM POLICY:

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 established Vigil Mechanism Policy-Whistle Blower Policy for Directorsand employees of the Company to provides mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrector misrepresentation of any financialstatements and/or reports etc.

The employees of the Company have the right to report their concern or grievance to theChairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The Whistle BlowerPolicy is hosted on the Company's website at: http://innovators.in/investors-corner/

17. RISK MANAGEMENT POLICY:

Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. The Board has adopted a Risk Management Policy for all its business divisionsand corporate functions and the same have embraced in the decision making to ease the riskinvolved. Key business risks and their mitigation are considered in day-to-day working ofthe Company and also in the annual/strategic business plans and management reviews.

18. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board has formulated a PerformanceEvaluation Framework under which evaluation of the performance of Board as a whole itscommittees and the individual directors was carried out. The Board subsequently evaluatedperformance of the Board the Committees and Independent Directors; without participationof the concerned Director. The Nomination and Remuneration Committee has approved thePolicy relating to evaluation of every director's performance. Accordingly evaluation ofall directors was carried out.

19. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industryscenario the socio-economic environment in which the Company operates the businessmodel the operational and financial performance of the Company significant developmentsso as to enable them to take well informed decisions in a timely manner. Thefamiliarization programme also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes.

The details of programme for familiarisation of Independent Directors are put up on thewebsite of the Company at the link: http://innovators.in/investors-corner/

20. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company will be provided on request. In terms ofSection 136 of the Act the Reports and accounts are being sent to the members and othersentitled thereto excluding the information on employees' particulars mentioned in Section197 (12) of the Companies Act 2013 and Rules of the Companies (Appointment andRemuneration of Managerial Personnel)Rules 2014 which is available for inspection by themembers at the Registered Office of the Company during business hour on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any member isinterested in inspecting the same such member may write to the Company Secretary inadvance.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as requiredpursuant to the provisions of Schedule V of the SEBI Regulations forms part of this AnnualReport.

22. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports areas under:

a. STATUTORY AUDITORS:

At the Annual General Meeting of the Company M/s. S G C O & Co LLP CharteredAccountants Mumbai (Firm Registration Number 112081W/W100184) were appointed asstatutory auditors of the Company for a term of five years [i.e. till the conclusion ofAnnual General Meeting to be held in FY 2021-2022]

Section 139 of the Act has been amended vide the Companies (Amendment) Act 2017 by theMinistry of Corporate Affairs on May 7 2018 and has done away with the requirement ofseeking ratification of Members for appointment of Auditors at every AGM. Accordingly noResolution is being proposed for ratification of appointment of Statutory Auditors at theensuing AGM. Under Sections 139 and 141 of the Act and Rules framed thereunder confirmedthat they are not disqualified from continuing as Statutory Auditors of the Company andfurnished a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India as required under Regulation 33 of the Listing Regulations.

b. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH2018:

The auditor's report for the financial year ended 31st March 2018 does not contain anyqualification reservation or adverse remark and therefore do not call for any furtherexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.

c. FRAUD REPORTING:

During the year under review there were no instances of fraud falling within thepurview of Section 143 (12) of the Companies Act 2013 and rules made thereunder byofficers or employees reported by th e Statutory Auditors of the Company during the courseof the audit conducted.

d. SECRETARIAL AUDIT REPORT FORTHE YEAR ENDED 31st MARCH 2018:

The company does not falls under the criteria mentioned in the provisions ofSecretarial Audit under section 204 and Rule 9 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. Hence the company is not required to getsecretarial audit done for the financial year 2017-18.

23. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are as mentioned below:

a) Conservation of Energy:

Steps taken for conservation The Company lays great
Steps taken for utilizing alternate sources of energy Emphasis on saving consumption of energy.
Capital investment on energy conservation equipment's Achieving reductions in energy consumption is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy where ever possible.

b) Technology Absorption:

Efforts made towards technology absorption Considering the nature of activities of the Company
Benefits derived like product improvement cost reduction product development or import substitution there is no requirement with regard to technology absorption.

In case of imported technology (imported during the last three years reckoned from thebeginning of the financial year):

Details of technology imported Nil
Year of import Not Applicable
Whether the technology has been fully absorbed Not Applicable
If not fully absorbed areas where absorption has not taken place and the reasons thereof Not Applicable
Expenditure incurred on Research and Development Nil

c) Foreign Exchange Earnings and Outgo:

Particulars FY 2017-18 FY 2016-17
Actual Foreign Exchange earnings - -
Actual Foreign Exchange outgo - -

24. DEPOSITS:

The Company has not accepted any deposit or unsecured loans from the public within themeaning of Section 73 of the Companies Act 2013 read with The Companies (Acceptance ofdeposit by Companies) Rules 2014.

25. PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for prevention of insider trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to provide a safe and conducive work environment to itsemployees. Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

27. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:

i) That in the preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures;

ii) That such accounting policies selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the Profitof the Company for that period;

iii) That proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

iv) That they have prepared the annual accounts on a going concern basis;

v) That proper internal financial controls have been laid down and that such controlsare adequate and are operating effectively.

vi) That proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

28. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

I. Issue of equity shares with differential rights as to dividend voting or otherwise.

II. There is no change in the nature of the business of the company

III. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

IV. Neither the Managing Director nor the Whole either the Managing Director nor theWhole-time Directors of the Company receive any remuneration or commission from any of itssubsidiaries.

29. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients FinancialInstitutions Bankers Business Associates and the Government and other regulatoryauthorities and thanks all stakeholders for their valuable sustained support andencouragement towards the conduct of the proficient operation of the Company. YourDirectors would like to place on record their gratitude to all the employees who havecontinued their support during the year.

Date : 25th August 2018 Far and on behalf of the Board
Place: Thane
Regd. Office: Sd /- Sd /-
204 B-65 Sector No.1 (Radheshyam Sharma) (Anjana Sharma)
Shanti Nagar Mira Road Managing Director Director
(East) Thane-401107. DIN: 00340865 DIN: 00360233