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Kilpest India Ltd.

BSE: 532067 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE994E01018
BSE 00:00 | 20 Feb 86.40 -0.65
(-0.75%)
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NSE 05:30 | 01 Jan Kilpest India Ltd
OPEN 90.50
PREVIOUS CLOSE 87.05
VOLUME 6987
52-Week high 109.90
52-Week low 65.65
P/E 141.64
Mkt Cap.(Rs cr) 65
Buy Price 86.50
Buy Qty 110.00
Sell Price 87.50
Sell Qty 175.00
OPEN 90.50
CLOSE 87.05
VOLUME 6987
52-Week high 109.90
52-Week low 65.65
P/E 141.64
Mkt Cap.(Rs cr) 65
Buy Price 86.50
Buy Qty 110.00
Sell Price 87.50
Sell Qty 175.00

Kilpest India Ltd. (KILPESTINDIA) - Director Report

Company director report

Dear Members

The Board ofDireclors hereby submits the report of the business and operations ofyourCompany for the financial year ended March 312018 FINANCIAL RESULTS:

The Company's financial performance for the year ended 31 st March 2018 is summarizedbelow:

(Rs. in Lakhs)

Sr. No. Particulars Year 2017-18 Year 2016-17
I Sales Turnover 1577.19* 1300.65**
11 Profit before Depreciation 86.30 57.55
Less: Depreciation 29.41 30.41
III Profit before Tax (PBT) 56.89 27.14
Less; Provision forTax 4.89 4.14
IV Net Profit afterTax 52.00 23.00

*Nct of GST

**Nel of Excise

OVERVIEW OF COMPANY'S PERFORMANCE FORTHE YEAR 2017-2018:

The Company's Sales for the FY 2017-18 stood at Rs 1577.19 lac slightly higher by21.26% as compared to FY 2016-17 which was Rs 1300.65 lac. The Net Profit stands at Rs52.00 lac which is substantially higher by 126.09% as compared to last year which was Rs23.00 lac.

Agrochemical Industry continues to face challenges from erratic monsoon lower farmgate prices for some crops debt laden farmers. This year to add to the problems the rawmaterial prices started to increase since beginning of FY 2017- 18 along with shortage ofproducts specially synthetic pyrelhroids and all these made the year tough. Still companycould close the year well due to prudent controls by product diversification continuedfocus of exports and public health business and cost cutting measures.

Coming year would also be challenging however the company should be able to ward offthe ill effects of above narrated issue by prudent management places.

Subsidiary:

The subsidiary has made great achievements in terms of sales & profits however nowonwards with increased base numbers the growth will not be in 3 digits. However themolecular diagnostic business shall continue to grow well for few years from now; with newproduct addition (with continuous R & D efforts) new customer addition and venturinginto export markets.

Your Company's products command a very good rcspecl/trust in the market and thecompany is regarded by big labs as a reliable solution provider at par to the foreignexchange.

The Subsidiary has made a wide range of diagnostic kits ranging from infectiousdiseases to oncology which arc being accepted by big names customers in diagnosticmarket. In times to come this Subsidiary would become a market leader. Subsidiary(Molecular Diagnostic Business) sales grew by 142.35% and EBITDA grew from Rs 150.57 lacto Rs 433.13 lac ; NPgrew from Rs 90.20 lac to Rs 290.60 lac.

PUBLIC DEPOSITS:

No deposits have been accepted from public during the financial year 2017-18

DIVIDEND:

Although the profit is less the directors still recommend a dividend of 5% (Re 0.50per fully paid up equity shares of Rs 10/-each) for the financial year ended 3 1st March2018just to reward shareholders patience. The dividend payout is subject to approval ofmembers at the ensuing Annual General Meeting.

TRANSFER TO RESERVES:

The balance of Profit and Loss Account alter adjusting income tax. proposed dividendand tax on proposed dividend is proposed to be transferred to Reserves and Surplus inBalance Sheet.

Consideration amount received against issue of Preferential Allotment of ConvertibleWarrants is also transferred to Reserves and Surplus as shown in Schedule "B" ofBalance Sheet.

EXPANSION:

The Company has taken steps to consolidate the production for achieving the economiesof scale. However the Company has not taken up any major expansion during the year underreview.

CHANGES IN THE NATURE OF BUSINESS IFANY:

There was no change in the nature of business of the Company during the financial yearended 31 st March 2018. CURRENT LISTING:

Presently the Equity Shares of the company are listed on the Bombay Stock ExchangeLtd. Mumbai.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March. 2018 was RS 6 40. 81000. Duringthe year under review the Company has not issued any Equity shares.

PREFERENTIAL ALLOTMENT OF CONVERTIBLE WARRANTS IN M/S KILPEST INDIA LIMITED HOLDINGCOMPANY

Pursuant to the special resolution passed at the Extra - Ordinary General Meeting ofthe Company held on Monday December 18 2017 your company allotted II 00000 numbers ofwarrants convertible into Equity Shares on Preferential Basis on December 26 2017 to nonpromoter on preferential basis at an issue price of Rs 85 per warrant (Inclusive of Rs 75towards share premium) to:

S.No Name of Allottee (s) No. of Warrants Allotted Category
1 M/s Own Leasing and Finance Private Limited 550000 Non-Promoter
2 Mr. Varun Daga 550000 Non-Promoter

Warrant is convertible into one equity share within a period of 18 months from the daleof allotment. The Allottees have paid around 47.05% of the exercise price of the Warrantsat the time of subscription. The Warrants can be exercised anytime within 18 months ofallotment of the Warrants. Upon exercise of the right to subscribe for equity share thewarrant holders shall be liable to make the payment of balance sum towards subscription toeach equity share as may be applied. The amount paid against the Warrants shall beadjusted/ set off against the issue price of resultant equity shares. In the event thatany Warrant is not exercised within 1 8 months of allotment the subscription price paidwill be forfeited.

INCREMENT IN SALARY OF MR. DHIRENDRA DUBEY DIRECTOR FROM M/S 3B BLACKBIO BIOTECH INDIALIMITED SUBSIDIARY COMPANY

Mr. Dhirendra Dubey has been a nodal officer for the starling of the Subsidiary Companyi.e. M/s 3B BLACKBIO BIOTECH INDIA LIMITED right from beginning and has been working asits Director of the Company since 12-11- 2010 without any salary for live years until lastyear when the following Salary and Perquisite were approved in the AGM dt 25-09-2017(AGMof M/s Kilpest India Limited Holding Company)

1 Basic Salary: Rs.50000/- per month w.e.f. August 12017.

2 Commission: Not exceeding I (one) percent of net profit w.e.f. financialycar2017-2018

Mr. Dhirendra Dubey. Director of M/s 3B BLACKBIO BIOTECH INDIA LIMITED has provideddedicated and meritorious services and significant contribution to the overall growth ofthe Company. Therefore the Board is of the view that the existing remuneration in respectof Mr. Dhirendra Dubey Director of the Company may not be sufficient enough to justifyhis hard work and the efforts put-in by him therefore the Board has approved a new levelof remuneration which is sufficient to attract and retain the right calibre of membersneeded to run the Company successfully which is as follows:

Salary and Perquisite:

1 Basic Salary: Rs. 100.000/- per month w.c.f. May 1.2018.

2 Commission: Not exceeding 1 (one) percent of net profit w.c.f. financial year2017-2018

The above salary to be paid by M/s 3B Blackbio Biotech India Limited will be over andabove current salary of Rs

60.000 per month drawn from M/s Kilpest India Limited Holding Company

The payment of remuneration has been approved in the Board Meeting of the company dt23-05-18 Nomination and Remuneration Committee and Audit Committee (vide meeting dt23-05-18) of M/s Kilpest India Limited. Holding Company

INCREMENT IN SALARY OF MR. NIKHIL KUBER DUBEY DIRECTOR FROM M/S 3B BLACKBIO BIOTECHINDIA LIMITED SUBSIDIARY COMPANY

Mr. Nikhil Kuber Dubey has been a nodal officer for the starting of the SubsidiaryCompany i.e. M/s 3B BLACKBIO BIOTECH INDIA LIMITED right from beginning and has beenworking as its Director of the Company since 12-11- 2010 without any salary for five yearsuntil last year when the following Salary and Perquisite were approved in the AGM dt25-09-2017(AGM of M/s Kilpest India Limited Holding Company)

1 Basic Salary: Rs.50000/-per month w.c.f. August 12017.

2 Commission: Not exceeding 1 (one) percent of net profit w.c.f. financial year2017-2018

Mr. Nikhil Kuber Dubey. Director of M/s 3B BLACKBIO BIOTECH INDIA LIMITED has provideddedicated and meritorious services and significant contribution to the overall growth ofthe Company. Therefore the Board is of the view that the existing remuneration in respectof Mr. Nikhil Kuber Dubey. Director of the Company may not be sufficient enough to justifyhis hard work and the efforts put-in by him therefore the Board has approved a new levelof remuneration which is sufficient to attract and retain the right calibre of membersneeded to run the Company successfully which is as follows:

Salary and Perquisite:

1 Basic Salary: Rs. 1.00000/-per month w.c.f May 12018.

2 Commission: Not exceeding 1 (one) percent of net profit w.e.f. financial year2017-2018

The above salary to be paid by M/s 3B Blackbio Biotech India Limited will be over andabove current salary of Rs

60.000 per month drawn from M/s Kilpest India Limited Holding Company

The payment of remuneration has been approved in the Board Meeting of the company dt23-05-18 Nomination and Remuneration Committee and Audit Committee (vide meeting dt23-05-18) of M/s Kilpest India Limited. Holding Company

PREFERENTIAL ALLOTMENT OF CONVERTIBLE WARRANTS IN M/S 3B BLACKBIO BIOTECH INDIALIMITEDSUBSIDIARY COMPANY

Pursuant to the provisions of section 42. 62(1)(c) and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Prospectus and Allotment ofSecurities) Rules 2014 and the Contpanies(Share Capital and Debentures) Rules. 2014(including any statutory modification thereto or re-enactment thereof for the time beingin force)(lhc "Act") the Articles of Association of the Company and specialresolution passed at the Extra - Ordinary General Meeting of the Company held on MondayDecember 18 2017 M/S 3B BLACKBIO BIOTECH INDIA LIMITED. SUBSIDIARY COMPANY allotted 4.00000 numbers of warrants convertible into Equity Shares on Preferential Basis onDecember 30 2017 to Promoters and Non Promoter on preferential basis at an issue price ofRs

100.00 (Rs 10/- face value and Rs 90 towards prcmium)detcrmincd on the basis ofvaluation report in terms of applicable provisions of Companics Act 2013 to thefollowing:

S.No. Name of Allottee (s) No. of Warrants Allotted Category
1 M/s Kilpest India Limited Holding Company 300000 Promoter
2 Mr. Dhirendra Dubey 40000 ""Promoter
3 Mr. Nikhil Kubcr Dubey 10000 ""Promoter
4 Mr. Prateek Goel 50000 Non Promoter

""Director Promoter of M s K! I I'l-.ST INDIA I I Mil FI). I lokling Company.

One Share Warrant is convertible into one equity share within a period of 12 monthsfrom the date of allotment.. The Allottees have paid around 25% of the exercise price ofthe Warrants at the time of subscription. The Warrants can be exercised anytime within 12months of allotment of the Warrants. Provided that where the allotment of securities isnot completed within 12 months from the date of passing of the special resolution anotherspecial resolution shall be passed forthe company to complete such allotment thereafter.

M/S 3B BLACKBIO BIOTECH INDIA LIMITED SUBSIDIARY COMPANY RECEIVED NATIONAL AWARD GIVENTO MSME's FOR THE YEAR 2018

M/s 3B BlackBio Biotech India Ltd received National Award of Rs. 15 Lakhs (RupeesFifteen Lakhs Only/-) on 11-05- 2018 given to MSMEs for the year 2018 for"Successfully Commercialized A Product Based on Indigenous Technology" from theHon'blc President of India. The company was selected as the winner of MSME National Awards2018 under Category B for the "Successful commercialization of a technology basedproduct" for TRUPCR BCR- ABL1 Kit (proprietary product).

The award was organised by the Technology Development Board Department of Science andTechnology Govt of India in connection with the 20th Technology Day on 11 th May 2018at Vigyan Bhavan New Delhi.

The TRUPCR BCR-ABL1 Kit is a first unique Innovative product as it detects andquantifies all three transcripts (M m p) responsible for CML ALL & AML. This isfirst kit to be calibrated with two international reference materials WHO and ERM(European Reference material) and is highly sensitive to detect up to deep molecularresponse 5 (5 log reductions of disease from baseline) helping clinician to decide onfurther drug therapy.

M/s 3B BlackBio's R&Dteam is involved in designing development & validation ofPCR assays which are appreciated very well across various prestigious Govcrnmenl/Privatediagnostic laboratories of the country and company has successfully introduced more than25 assays during last 4 years. Keeping in mind Govt of India vision to eradicate TB fromIndia by 2022 company has developed TRUPCR Rifampicin Resistant MTB Detection Kit whichidentifies TB along with its drug resistance status (MDRTB) which also has beensuccessfully launched after validation at ICMR institute NIRTChennai.

DIRECTORS:

During the year under review the Company designated Mr. Nikhil Kubcr Dubcy Whole TimeDirector of the company as CFO w.c.f. May 232018 under Companies Act2013

In accordance with the provisions of the Companies Act 2013 Mr. Nikhil Kubcr DubeyDirector retiring by rotation and being eligible offered himself for re-appointment atthe ensuing Annual General Meeting.

All Independent Directors have given declaration that they meet the criteria ofindependence as prescribed under the provisions of the Companies Act 2013 read withschedules and rules issued as well as Listing Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of your company risk management systems and other material developments duringthe Financial Year 2017-18.

Management Discussion and Analysis Report for the year 2017-18 as stipulated under SEBIListing Regulations is presented in a separate section forming part of Annual Report.

CORPORATE GOVERNANCE:

Your Company continues to be committed to good Corporate Governance aligned with goodpractices. A separate report on Corporate Governance along with Auditors' Certificate oncompliance with the Corporate Governance forms an integral part of this Annual Report.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal linaneial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

RISK MANAGEMENT:

Risk management comprises all the organizational rules and actions for earlyidentification of risks in the course of doing business and the management of such risks.

This robust Risk Management framework seeks to create transparency minimize adverseimpact on business objectives and enhance the Company's competitive advantage.

The heads of various Departments arc responsible with respect to the process ofidentifying key risks associated with the business. There arc no risks which in theopinion of the Board threaten the existence of your C ompany.

The Company has adopted a Risk Management Policy pursuant to Section 134 of theCompanies Act 2013.

WHISTLE BLOWER POLICY/V1GILMECHANISM:

The Company has a Vigil Mechanism/Whislle Blower Policy under which the employees arefree to report violations of applicable laws and regulations and the code of conduct. Thedetails pertaining to Whistle Blower Policy arc included in the Corporate GovernanceReport which forms part of this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:

The Consolidated Financial Statements of the Company and its subsidiaries preparedform part oflhc Annual Report and arc reflected in the C onsolidated Financial Statementsof the Company.

The annual Financial Statements of the subsidiaries and related detailed informationwill be kept at the Registered Office of the Company as also at the registered offices ofthe respective Subsidiary Companies and will be available to investors seeking informationat any lime. They arc also available on the website of the Company.

The consolidated financial results reflect the operations of its subsidiary: M/s 3BBLACK.BIO BIOTECH INDIA LIMITED prepared form part of the Annual Report.

The statement pursuant to the provisions to Section 129(3) of the Companies Act 2013containing salient features of the financial statement of the Company's Subsidiary in FormA OCI is given in Annexurc - III.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEESANDOFDIRECTORS:

In terms of applicable provisions of the Companies Act 2013 read with Rules framedthere under and provisions of Listing Regulations and on the recommendation of Nominationand Remuneration Committee the Board of Directors has put in place a process to formallyevaluate the effectiveness oflhc Board its Committees along with performance evaluationof each Director carried out on an annual basis. Accordingly the annual performance ofthe Board its committees and each Director was carried out for the Financial Year2017-18.

Criteria for evaluation of individual Directors include aspects such as professionalqualifications prior experience especially experience relevant to the Company knowledgeand competency fulfilment of functions ability to function as a team initiativeavailability and attendance commitment contribution integrity independence andguidance/ support to management outside Board/ Committee Meetings. In addition theChairman is also evaluated on key aspects of his role including effectiveness ofleadership and ability to steer meetings impartiality ability to keep shareholders'interests in mind and effectiveness as Chairman

Criteria for evaluation of the Committees of the Board include mandate and composition;effectiveness of the Committee; structure of the Committee; regularity and frequency ofmeetings agenda discussion and dissent recording of minutes and dissemination ofinformation; independence oflhc Committee from the Board; contribution to decisions of theBoard; effectiveness of meetings and quality of relationship of the Committee with theBoard and management.

EMPLOYEE STOCK OPTION SCHEME:

At present the Company is not having any Employee Stock Option Scheme.

AUDITORS:

At the AGM of the Company held last year pursuant to the provisions of the CompaniesAct. 2013 and the Rules made there under M/s Bahcti & Co Chartered Accountants (FinnRegistration No. 006287C)) were appointed as Statutory Auditors of the Company from theconclusion of the 45th AGM held on 25th September 2017 till the conclusion of the 50thAGM lobe held in the year 2022 subject to ratification of their appointment at every AGMif so required under the Act. M/s Bahcti & Co has submitted a certificate confirmingthat their appointment is in accordance with Section 139 read with Section 141 oftheAct.

The Audit Report of M/s Bahcti & Co on the Financial Statements of the Company forthe Financial Year 2017-1 8 is a part of the Annual Report. The Report does not containany qualification reservation adverse remark or disclaimer.

AUDITORS' REPORT:

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The Auditor's Report for the financial year ended 31 st March 2018 doesnot contain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s P.K. Rai & Associates Practicing Company Secretaryto undertake the Secretarial Audit of the Company for the year ended 31 st March. 2018.The Secretarial Audit Report for the Financial Year ended 31 st March 2018 is annexed asAnnexure

IV and does not contain any qualification reservation adverse remark or disclaimer

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Board of Directors of the Company has appointed Mr. RahulJain Chartered Accountant to conduct internal audit reviews for the Company.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Ind AS with effect from 1st April 2017 with a transition dateof I st April 2016. Accordingly results for the year ended 31st March 2018 have beenprepared in accordance with Ind AS prescribed under Section 133 of the Companies Act. 2013and other GAAP in India. Previous periods figures have been restated as per Ind AS to makethem comparable.

Secretarial Standards of ICSI

The Company is in compliance with the Secretarial Standards i.e SS-I SS-2 issued bythe Institute of Company Secretaries of India and approved by the Central Government.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year the Company was not required to transfer any amount to the InvestorEducation and Protection Fund. DETAILS OF UNCLAIMED DIVIDEND ON WEBSITE

In order to help Members to ascertain the status of dividends the Company has uploadedthe information in respect of unclaimed dividends for the financial year ended 3 1stMarch 2011 and subsequent years on the website of Investor Education and Protection Fundwww.icpf.gov.in and under "Investor Relations" Section on the website of theCompany www.kilpest.com

UNCLAIMED DIVIDENDS/ SHARES TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Members arc hereby informed that under the Act the Company is obliged to transfer anymoney lying in the Unpaid Dividend Account which remains unpaid or unclaimed for a periodof seven years from the dale of such transfer to the Unpaid Dividend Account to thecredit of the Investor Education and Protection Fund ('the Fund') established by theCentral Government.

Members arc also requested to note that pursuant to the provisions of Section 124 ofthe Act read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 (as amended) ('IEPF Rules') the Company is also obligedto transfer all shares on which dividend has not been paid or claimed for sevenconsecutive years or more to the Demat Account of the IEPF Authority notified by theMinistry of Corporate Affairs ('IF.PF Denial Account').

Members who have not yet encashed their dividend warrant(s) for the financial yearended 31st March 2011 and for any subsequent financial year arc requested to make theirclaims to the Company without any delay to avoid transfer of their dividend/ shares tothe Fund/ IEPF Demat Account

It may be noted that unclaimed dividend for the financial year 2010-11 declared on 30thSeptember 2011 can be claimed by the Members by 31 st October 2018.

HUMAN RESOURCE MANAGEMENT:

Our Employees arc most valuable assets of the Company. We encourage innovationmeritocracy and the pursuit of excellence. We have setup a scalable recruitment and humanresources management process which enables us to attract and retain employees. Cordialemployee relations were maintained throughout the year in the Company. The directorsexpress (heir appreciation for the contribution made by employees to operations of theCompany during the year.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNELANDPARTICULAROFEMPLOYEES:

Number of Employees as on March 312018 was 48.

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (Including any statutory modification(s) orrc-enactmcnt(s) for the time being in force).

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. in respect of theDircclors/employccs of the Company is set out in Anncxurc-VI to this report.

AUDITCOMMITTEE

The details pertaining to composition of audit committee arc included in the CorporateGovernance Report which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises directors namely Mr. ShabbarHusain Mr. Dhirendra Dubey and Mr. Abdul Moin Khan.

The Company's Policy relating to appointment of Directors payment of ManagerialRemuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished as Annexure II and forms part of this Report.

MEETINGS OFTHE BOARD

Fourteen meetings of the Board of Directors were held during the year. For furtherdetails please refer to report on C orporatc Governance of this Annual Report.

Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings arc provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the Listing Regulations.

Further a separate meeting of the Independent Directors of the Company was also held on23rd March 2018.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

A statement giving details of Conservation of Energy Technology Absorption. ForeignExchange Earnings and Outgo as stipulated under Section 134 oflhe Companies Act 2013read with the Companies (Accounts) Rules 2014 is set out herewith as Annexure V to thisReport.

EXTRACTOFANNUAL RETURN

The details forming part of the extract of the Annual Return as on 3 1st March 2018 inform MGT-9 in accordance with Section 92(3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014. arc set out herewith as Annexure I to thisReport.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the Provisions of Section186 of the Companies Act 2013 are given in the accompanying Financial Statements.

INSURANCE:

The assets of Company are adequately insured against loss of fire riot earthquakeflood etc. and other risks which are considered necessary by the Management.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRING AFTER BALANCE SHEET.

No material changes and commitments affecting the financial position of the companyoccurred between the ends of this financial year to which these financial statementsrelate on the date of this report.

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:

1. Details relating to CSR Committee.

2. No significant or material orders were passed by the Regulators or Courts ofTribunals which impact the going concern status and Company's operations in future.

3. No company/companies have become/ceased to be subsidiaries J Vs or Associatecompanies during the year.

4. Details relating to issue of Equity Shares with Differential Rights Sweat EquityESOS etc.

5. Details relating to disclosure in respect of voting rights not exercised directly bythe employees in respect of shares to which the scheme relates.

6. Particulars of contracts or arrangements with related parties referred to insubsection (I) of section 188

7. Details regarding cost audit

Your Directors further state that during the year under review there was no casesfiled pursuant to the Sexual I larassment of Women at Workplace (Prevention Prohibitionand Redrcssal) Act 2013.

DIRECTORS'RESPONSIBILITY STATEMENT:

The Statement of the Directors' Responsibility on Annual Accounts of the Companyreferred to in clause (c) of subsection (3) of Section 134 of the Companies Act 2013shall state that-

1. That in preparation of annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

2. That directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that arc 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 ofprofits and loss of the Company for that period;

3. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingassets of the Company and for preventing and detecting fraud and other irregularities;

4. That the directors had prepared Annual Accounts on a going concern basis; and

5. The directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

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

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the cooperation andcontinued support received from Bankers Financial Institutions Government agenciesShareholders Vendors Customers and Society at large. Your directors also take on recordtheir appreciation for contribution and hard work of Executives Employees and Workers.

FORANDON BEHALFOFTHE BOARD
PLACE: BHOPAL R.K.DUBEY
DATE: 23/05/2018 CHAIRMAN & MANAGING DIRECTOR