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Nitiraj Engineers Ltd.

BSE: 538407 Sector: Engineering
NSE: NITIRAJ ISIN Code: INE439T01012
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Nitiraj Engineers Ltd. (NITIRAJ) - Director Report

Company director report

To

The Members

NITIRAJ ENGINEERS LIMITED.

306 A Babha Bldgn M Marg Near Police Station Mumbai - 400011

Your Directors delightfully presents the 18th Annual Report on the business andoperation of the Company together with the Audited Financial Accounts for the year ended 31stMarch 2017.

1. FINANCIAL HIGHLIGHT

Fina cial results of your Company for the year ended 31st March 2017 are summarizedbelow.

Particulars

2016-17

2015-16

Income from Operations (A) 534.93 563.94
Other Income (B) 30.86 14.82
Total revenue (A) + (B) 538.01 565.43
Earnings before Interest Tax Depreciation and Amortization (EBITDA) 825.73 873.68
Finance costs 50.69 74.50
Depreciation and amortizat ion expense 89.75 95.46
Profit before exceptional item and Tax 685.30 703.72
Exceptional Item 0.00 0.00
Profit before Tax (PBT) 685.29 703.72
Tax expense 225.00 168.00
Profit for the year (PAT) 460.29 535.72

2. STATE OF COMPANY'S FINANCIAL AFFAIRS:-

During the year under review the Company has recorded an revenue of Rs. 538 Lakhs ascompared to the previous year amount of Rs. 565 Lakhs. The Expenditure incurred includingdepreciation during the year was Rs. 469.48 Lakhs as against the amount of Rs. 495.05Lakhs during the previous year.

Hence the Company has earned a Net Profit after tax of Rs. 460.29 Lakhs as compared tothe previous year amount of Rs. 535.72 Lakhs. The Board has taken all necessary steps toexpand its activities by making new technologies and innovations and also by adding newservices and products.

3. NATURE OF BUSINESS

Your Company was incorporated as "Nitiraj Engineers Private Limited"under the

Companies Act 1956 vide Certificate of Incorporation dated April 01 1999 issued bythe Registrar of Companies Maharashtra Mumbai India. Further Your Company wasconverted from Private Limited to a Public Limited Company vide shareholder s resolutiondated June 08 2015 and consequently the name of your Company was changed to "NITIRAJENGINEERS LIMITED" pursuant to a Fresh Certificate of Incorporation datedJune 22nd 2015. The Corporate Identification Number (CIN) of my Company isU31909MH1999PLC119231. NITIRAJ ENGINEERS LIMITED is in the business of vide rangeof production of Electronic Weighing Scales Currency Counting Machine and Electronic FareMeters etc. We focus to be the most innovative and technocratic brands to the Industry& Society. Our products are time tested and proven to be effective for businessresults with people involvement. We provide service products/solutions that areCustomized Cost & Time effective for Business Effectiveness.

4. CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its business.

5. DIVIDEND

The company has declared Interim dividend to the shareholders but In order to conserveits financial resources to meet its growth plan Your Board could not recommend any Finaldividend for the year under review.

6. LISTING

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limitedw.e.f. 09th March 2017. The Company is regular in payment of Annual Listing Fees. TheCompany has paid Listing fees up to the year 2017-18.

7. ALLOTMENT OF 2200800 EQUITY SHARES TO PUBLIC THROUGH INITIAL PUBLIC OFFER(IPO):

The IPO of the Company was oversubscribed. The Company after obtaining necessaryapprovals and finalization the Basis of allotment in consultation with NSESME haveallotted 22 00800 Equity Shares of Rs. 10/- each at an issue price of Rs. 100/- pershare including premium of Rs. 90/- per share to the public through Initial Public Offer(IPO) after complying provisions and guidelines under the Companies Act 2013 SEBI (ICDR)& SEBI (LODR). The Post IPO Paid up Share capital of the Company is 22 00800 EquityShares of Rs. 10/- each.

8. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of thedepositories viz. NSDL and CDSL. The ISIN No. allotted is INE439T01012.

9. RESERVES

The Board of the Company has decided to carry Rs. 460.28 Lacs to the Reserves of theCompany as on 31st March 2017 and total reserves including the securities premium and cashsubsidy is Rs. 4941.52 Lac s.

10. THE BOARD AND KMP :

(a) Composition of the Board of Directors :

The Company has following composition of the Board

1. Mr. Rajesh Bhatwal Managing Director and Executive Director
2. Mrs. Shakuntala Bhatwal Whole Time Director and Women Director
3. Mr. Hung Sin Chung Huanyi Whole Time Director Executive Director
4. Mr. Anil Nandkishor Bangad Independent Director Non-Executive
Director`
5. Mr. Pradeep Chandrakant Shah Independent Director Non-Executive
Director
6. Mr. Shabbir Sadruddin Masani Independent Director Non-Executive
Director

(b) Independent Directors :

Pursuant to the provisions of Sections 149 152 read with Schedule IV and all otherapplicable provisions of the Companies Act 2013 and the Companies (Appointment andQualification of Directors) Rules 2014 Mr. Anil Nandkishor Bangad (DIN: 07186755) MrPradeep Chandrakant Shah (DIN: 07186761) continue as Independent Directors and Mr.Shabbir Sadruddin Masani (DIN: 07553206) appointed in 2016 as Independent Directors of theCompany

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 (the Act) that they meet with thecriteria of their independence laid down in Section 149(6) of the Act.

(c) Retirement by Rotation :-

In terms of Section 152 of the Companies Act 2013 Mr. Hung Sin Chung Huanyi (DIN:01953871) Director of the Company is liable to retire by rotation at the forthcomingAnnual General Meeting and being eligible offered himself for re-appointment. The Boardconfirms that none of the Directors of the Company is disqualified from being appointed asDirector in terms of Section 164 of the Companies Act 2013 and necessary declaration hasbeen obtained from all the Directors in this regard.

(d) Change in Designation/ Resignation of Director

Mrs. Shakuntala Bhatwal s designation was changed from Director to Whole Time

Director of the Company with effect from February 1 2017 in the Board Meeting held onFebruary 01 2017 and the same was regularized by the members of the Company in theExtra-Ordinary General Meeting held on February 05th 2017. Mr. Hung Sin Chung Huanyidesignation was changed from Director to Whole Time Director of the Company with effectfrom February 1 2017 in the Board Meeting held on February 01 2017 and the same wasregularized by the members of the Company in the Extra-Ordinary General Meeting held onFebruary 05th 2017.

(e) Appointment and Changes of Key Managerial Personnel during the Year

Pursuant to the provisions of Section 2(18) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2014Mr. Rajesh Bhatwal was appointed as Chief Financial Officer of the Company with effectfrom 30th June 2016. The same Mr. Rajesh Bhatwal resigned from post of Chief FinancialOfficer as on 16th August 2017 and Mr. Kailas Agrawal was appointed as Chief FinancialOfficer of the Company since 16th August 2017 Pursuant to the provisions of Section 2(18)of the Companies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2014 Ms. Rachna Kothari was appointed as Company Secretary ofthe Company with effect from 01st June 2016. The same Ms. Rachna Kothari resigned frompost of Company Secretary as on 30th May 2017 and Mr. Suraj Tiwari was appointed asCompany Secretary of the Company since 10th August 2017.

11. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT

WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013. :-

The Company has always believed in providing a safe and harassment free workplace forevery individual working in premises and always endeavors to create and provide anenvironment that is free from discrimination and harassment including sexual harassment

During the year ended 31st March 2017 the Company has not received any complaintpertaining to sexual harassment.

12. DETAILS OF REMUNERATION TO DIRECTORS :-

The remuneration paid to the Directors is in accordance with the recommendations ofNomination and Remuneration Committee formulated in accordance with Section 178 of theCompanies Act 2013 and any other re-enactment(s) for the time being in force.

13. DECLARATION BY INDEPENDENT DIRECTORS:-

Every Independent Director at the first meeting of the Board in which he participatesas a Director and hereafter at the first meeting of the Board in every Financial Yeargives a declaration that he meets the criteria of independence as provided under law.

14. DETAILS OF REMUNERATION TO DIRECTORS

The information relating to remuneration of Directors and details of the ratio of theremuneration of each Director to the median employee s remuneration and other details asrequired pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in Annexure.

15. COMMITTEES OF THE BOARD

Currently the Board has Six Committees :- the Audit Committee Nomination &Remuneration Committee Corporate Social Responsibility Committee StakeholdersRelationship Committee and Internal Complaints Committee Sexual Harrashment Commitee AllCommittees except the Corporate Social Responsibility Committee Internal ComplaintsCommittee and Sexual Harassment Committee consist of Independent Directors.

(a) Audit Committee

The Board has constituted Audit Committee as required under Companies Act 2013. TheComposition of the Committee is as under:

Name of the Member Designation
MR. PRADEEP CHANDRAKANT SHAH Chairman
MR. ANIL NANDKISHOR BANGAD Member
MR. RAJESH RAGHUNATH BHATWAL Member

The role of the Audit Committee shall include the following:

1. Oversight of my Company s financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible;

2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees;

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

4. Reviewing with the management the annual financial statements and auditor s reportthereon before submission to my Board for approval with particular reference to:

(a) Matters required to be included in the Director s Responsibility Statement to beincluded in my Board s report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act; (b) Changes if any in accounting policies and practices and reasonsfor the same; (c) Major accounting entries involving estimates based on the exercise ofjudgment by management; (d) Significant adjustments made in the financial statementsarising out of audit findings; (e) Compliance with listing and other legal requirementsrelating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications in the draft audit report.

- Reviewing with the management the quarterly financial statements before submissionto my Board for approval;

- Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to my Boardto take up steps in this matter;

- Reviewing and monitoring the auditor s independence and performance andeffectiveness of audit process;

- Approval or any subsequent modification of transactions of the listed entity withrelated parties;

- Scrutiny of inter-corporate loans and investments;

- Valuation of undertakings or assets of the listed entity wherever it is necessary;

- Evaluation of internal financial controls and risk management systems;

- Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

5. Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems;

6. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

7. Discussion with internal auditors any significant findings and follow up there on;Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

8. Discussion with statutory auditors before the audit commences about the nature andscope of audit as Ill as post-audit discussion to ascertain any area of concern;

9. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

10. To review the functioning of the Whistle BloIr mechanism in case the same isexisting; 11. Approval of appointment of CFO (i.e. the whole-time Finance Director or anyother person heading the finance function or discharging that function) after assessingthe qualifications experience & background etc. of the candidate.

12. Carrying out any other function as is mentioned in the terms of reference of the

Audit Committee.

(b) Nomination and Remuneration Committee

- The Board has constituted Nomination and Remuneration Committee as required underCompanies Act 2013. The Composition of the Committee is as under:

Name of the Member Designation
MR. PRADEEP CHANDRAKANT SHAH Chairman
MR. ANIL NANDKISHOR BANGAD Member
MR. RAJESH RAGHUNATH BHATWAL Member

- In terms of the provisions of Section 178(3) of the Companies Act 2013 theNomination and Remuneration Committee is responsible for formulating the criteria fordetermining the qualifications attributes and Independence of a Director. The Nominationand Remuneration Committee is also responsible for recommending to the Board a policyrelating to the remuneration of the Directors Key Managerial Personnel and SeniorManagement. In line with the requirement the Board has adopted a Nomination andRemuneration Policy for Directors Key Managerial Personnel and Senior Management which isas follows.

Objectives of the Policy

The objectives of this policy are as detailed below:

• To formulate the criteria for determining qualifications competencies positiveattributes and independence for appointment of a Director (Executive / Non-Executive) andrecommend to the Board policies relating to the remuneration of the Directors KeyManagerial Personnel and other employees.

• The policy also addresses the following items: Committee member qualifications;Committee member appointment and removal; Committee structure and operations; andCommittee reporting to the Board.

• To formulate the criteria for evaluation of performance of all the Directors onthe Board;

• To devise a policy on Board diversity; and

• Identifying persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe board of Directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent Directors.

• To lay out remuneration principles for employees linked to their effortperformance and achievement relating to the Company s goals.

Remuneration Policy

- The Company s remuneration policy is driven by the success and performance of theindividual employees and the Company. Compensation philosophy is to align Directors andNitiraj Minds compensation with my business objectives so that compensation is used as astrategic tool that helps us recruit motivate and retain highly talented individuals whoare committed to my core values. I believe that my compensation programs are integral toachieving my goals. Through its compensation program the Company endeavors to attractretain develop and motivate a high performance workforce. The Company follows acompensation mix of fixed pay benefits and performance based variable pay. Individualperformance pay is determined by business performance of the Company. The Company paysremuneration by way of salary benefits perquisites and allowances (fixed component) andperformance incentives commission (variable component) to its Chairman Managing Directorand other Executive Directors. Annual increments are decided by the Nomination &Remuneration Committee within the salary scale approved by the Board and Shareholders.

(c) Stakeholder Relationship Committee:-

- The Board has constituted Stakeholder Relationship Committee as required underSecurities Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations 2015 ("Regulations").

The Composition of the Committee is as under:

Name of the Member Designation
MR. PRADEEP CHANDRAKANT SHAH Chairman
MR. ANIL NANDKISHOR BANGAD Member
MR. RAJESH RAGHUNATH BHATWAL Member

Set forth below are the terms of reference of my Stakeholders Relationship Committee.

1. Considering and resolving grievances of shareholders debenture holders and othersecurity holders;

2. Redressal of grievances of the security holders of my Company including complaintsin respect of transfer of shares non-receipt of declared dividends balance sheets of myCompany etc.;

3. Allotment of Equity Shares approval of transfer or transmission of equity sharesdebentures or any other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewaletc.

5. Overseeing requests for dematerialization and re-materialization of shares; and

6. Carrying out any other function contained in the equity listing agreements as andwhen amended from time to time.

Investor Grievance Redressal Policy

The Company has adopted an internal policy for Investor Grievance handling reportingand solving.

17. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013.Employees can raise concerns regarding any discrimination harassment victimization anyother unfair practice being adopted against them or any instances of fraud by or againstyour Company. Any incidents that are reported are investigated and suitable action takenin line with the Whistle Blower Policy.

18. RISK MANAGEMENT POLICY

The Company has formulated a Risk Management Policy for dealing with different kinds ofrisks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures to combatthe risk. The Risk management procedure will be reviewed by the Audit Committee and Boardof Directors on time to time basis.

19. POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities ExchangeBoard of India (Listing obligations and Disclosure Requirements) Regulations

2015 ("Regulations") on Preservation of the Documents to ensure safekeepingof the records and safeguard the Documents from getting manhandled while at the same timeavoiding superfluous inventory of Documents.

20. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS

The Policy is framed in accordance with the requirements of the Regulation 30 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Regulations).

The objective of the Policy is to determine materiality of events or information of theCompany and to ensure that such information is adequately disseminated in pursuance withthe Regulations and to provide an overall governance framework for such determination ofmateriality.

21. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In order to prevent Sexual Harassment of Women at Workplace a new act "The Sexual

Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013" has been notified on 9th December 2013. Under the said Act every Company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee.

The Company has adopted "Anti-Sexual Harassment Policy" constituted"Redressed Committee" as required under section 4 (1) of Sexual harassment ofwomen at work place (prevention prohibition and redressal) Act 2013. During the yearunder review no complaint of harassment at the workplace was received by the Committee.

22. AUDITORS :

(a) Statutory Auditors:-

M/s. P. D. Dalal & Co Chartered Accountants Mumbai Firm Registration Number102047W were re-appointed as Statutory Auditors of the Company in the Annual GeneralMeeting held on 30/09/2016 to hold office until the conclusion of the upcoming AnnualGeneral Meeting. It has been recommended to re-appoint M/s. P.D.Dalal & Co. CharteredAccountants as Statutory Auditors of the Company until the conclusion of the forthcomingnext Annual General Meeting of the Company In this regard the Company has receivedcertificate from the Auditors to the effect that if they are appointed it would be inaccordance with the provisions of section 141 of the Companies Act 2013. Accordinglyproposal for their re-appointment as Statutory Auditors is being placed before theshareholders for approval at the 18th Annual General Meeting.

(b) Internal Auditors :-

M/s. Santosh B. Gandhi and Co. (FRN 116435W) Chartered Accountants Pune wereappointed as the Internal Auditors of the Company for the Financial Year 2017-18 who areacting independently. As the Board proposes to appoint them as Internal Auditorsfor the Financial Year 2017-18. These Auditors Report directly to the Chairman of theBoard of Directors. Mr. Santosh B. Gandhi and Co. Chartered Accountant Pune havingexperience of more than 15 ear in the field of Auditing and Taxation were appointed asInternal Auditors of the Company for the Financial Year 2017-18 who are actingindependently and also responsible for regulatory and legal requirements relating to D.POperations and the Internal Audit relating to the Pension Fund Regulatory Authority ofIndia of the company.

(c) Secretarial Auditors:

CS. Piyush Anilkumar Wani Practicing Company Secretaries Membership No. 46049 andCertificate Practice Number 19225 Nandurbar were appointed as Secretarial Auditors of theCompany as per provisions of Section 204 of the Companies Act 2013 and Rules made th reunder for the Financial Year 2016-17. The Secretarial Audit Report for the Financial Year2016 - 17 form part of the Annual Report as Annexures to the Board Report. As the Board issatisfied with the performance of these Secretarial Auditors the Board proposes toappoint them as Internal Auditors for the Financial Year 2017-18 also.

2 3. AUDITORS' REPORT

(a) Statutory Audit Report :-

M/s. P. D. Dalal and Co. Chartered Accountants Mumbai Firm Registration Number102047W have issued their Report for the Financial Year ended 31st March 2017.

The Statutory Auditors have the following qualification in their report.

1 . The accounting of Gratuity Liability and Leave EncashmentLiability on cash basis is not in accordance with Accounting Standard 15 on "EmployeeBenefits" issued by the Institute of Chartered Accountants of India. Act

- Clarification: - The Company has started making provision from currentyear in the books of accounts as reported to board by the company official.

Disclosure about Cost Audit

The Central Government has not prescribed the maintenance of Cost records under section148(1) of the Companies Act 2013 for any of the services rendered by the Company.

(b) Secretarial Audit :-

A Secretarial Audit Report given by CS Piyush Anilkumar Wani Company Secretaryis annexed with the report and is enclosed as Annexures. There is somequalification reservation adverse remark or disclaimer by the Secretarial Auditors intheir report and hence following explanation or comments of the Board is required in thismatter.

1. The Company has not filed various e-forms within due date with Registrar ofCompanies.

- Clarification:- It was in process for filling the same with ROC but to someissues and Validity of Digital Signature of respective authority Company could not filethe same with Registrar of Companies

2. The Company has not uploaded Corporate Governance ReportReconciliation Share Capital Audit and Utilization Certificate with NSE as on ended 31stMarch 2017.

- Clarification:- As Company Listed on Stock Exchange on 09th March 2017the company was in process of developing the corporate governance of the company.

24. MANAGEMENT DISCUSSION ANALYSIS :-

Management Discussion & Analysis is given as an Annexures A

The Board has been continuing its efforts and taken the required steps in the followingareas:

1. Industry Structure and Development

2. Growth Strategy.

3. Segment-Wise Performance

4. Internal Control Systems and their adequacy

5. Strengths Weaknesses Opportunities and Threats

6. Financial Performance with respect to Operational Performance

8. Strict Compliances

9. Talent Management Leadership Development and Talent Retention.

10. Learning and Development

25. CREDIT & GUARANTEE FACILITIES :-

- The Company has been availing secured loans overdraft facilities and bank guaranteefacilities from HDFC Bank Limited from time to time for the business requirements.

26. INTERNAL AUDIT CONTROLS AND THEIR ADEQUACY

- The Company has a proper and adequate system of internal controls commensurate withthe size scale and complexity of its operations. This ensures that all transactions areauthorized recorded and reported correctly and assets are safeguarded and protectedagainst loss from unauthorized use or disposition. In addition there are operationalcontrols and fraud risk controls covering the entire spectrum of internal financialcontrols.

- To maintain its objectivity and independence the Internal Audit function reports tothe Chairman of the audit committee of the Board and to the Chairman and ManagingDirector.

- The internal Audit department monitors and evaluate the efficiency and adequacy ofthe internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal audit functions process owner undertake corrective actions in their respectiveareas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the audit committeeof the Board.

Adequacy of internal financial controls with reference to the financial statements

- The Company has internal Auditors and the Audit Committee constituted are in place totake care of the same. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.

27. CORPORATE GOVERNANCE

- Your Company has been complying with the principles of good Corporate Governance overthe years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015 aseparate report on Corporate Governance forms an integral part of this report asAnnexures.

Board diversity

- The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive

28. DETAILS OF SUBSIDIARIES JOINT VENTURE OR ASSOCIATES

- The Company has following associated Company as per accounting standard 23 of ICAI.

HYPER DRIVE INFORMATION TECHNOLOGIES PRIVATE LIMITED (CINU72200KA2005PTC036535) as the holding of the company directly by way if holding isexceeding 25% of the Share Holding and also the same is disclosed in Part B of Annexureand also in related party as per AS 18 of the ICAI Act.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:.

- There were no significant and material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company s operations in future.

30. DEPOSITS FROM PUBLIC

- The Company has not accepted any Deposits within the ambit of Section 73 of theCompanies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.

31. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION186

- The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

32. CONSOLIDATED FINANCIAL STATEMENTS:

- In accordance with Accounting Standard AS-21 the Consolidated Financial Statementsare furnished herewith and form part of this Report and Accounts. The same is separatelyattached with Audit Report.

33. INSURANCE:

- All the assets of the Company wherever necessary and to the extent required have beenadequately insured.

34. EMPLOYEE RELATIONS:

- The relationship with the staff and workers continued to be cordial during the entireyear. The Directors wish to place on record their appreciation of the valuable work doneand co-operation extended by them at all levels. Further the Company is taking necessarysteps to recruit the required personnel from time to time.

35. STATUS OF UTILIZATION OF PROCEEDS RAISED FROM IPO :

- The Company has raised an amount of Rs.2200.80 Lacs through Initial Public Offer bygetting itself listed on the Emerge Platform of National Stock Exchange of India Limited.The table below depicts the status of the utilization of the proceeds raised by theCompany from IPO:

- During the year ending 31st March 2017 the company had raised Rs.2200.80 Lacs by wayof initial public offer by issuing 2200800 equity shares having face value of Rs.10 eachat a premium of Rs.90 which was fully subscribed. Pursuant to the provisions of clause 43of the listing agreement with the exchange the disclosure is as follows:

The utilization of the issue proceeds as on 31stMarch 2017 is as under:

Utilization planned as per prospectus

Particulars Utilization planned as per prospectus Utilization of IPO proceeds as on 31st March 2017 Balance Amount to be utilized as on 31st March 2017
Development of new products 525.00 - 525.00
Setting up manufacturing 575.00 200.35 374.65
Unit for the existing and new range of products Expansion of Marketing 500.00 - 500.00
Network and Brand building General Corporate 500.00 - 500.00
Purposes
Issue Expenses 100.80 54.56 46.24
Total 2200.80 254.91 1945.89

- * The above un-utilised proceeds from the Issue have been deployed in Mutual Fundsand partly are in the Bank Account.

36. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

- All transactions entered into with the related parties as defined under the CompaniesAct 2013 during the financial year were in the ordinary course of business and on arm slength pricing basis as per the management representation certificate provided to auditorof the company and do not attract the provisions of Section 188 of the Companies Act2013. There are no materially significant transactions with the related parties during thefinancial year which Ire in conflict with the interest of the Company and hence enclosingof form AOC- 2 is not required Suitable disclosure as required by the AccountingStandards (AS 18) has been made in the notes to the Financial Statements.

Policy on Related Party Transactions

- The Company has developed a Related Party Transactions Policy for purpose ofidentification and monitoring of such transactions.

- The objective of this Policy is to set out (a) the materiality thresholds for relatedparty transactions and; (b) the manner of dealing with the transactions between theCompany and its related parties based on the Act Clause 23 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and anyother laws and regulations as may be applicable to the Company. The policy on relatedparty transactions as approved by the Board is uploaded on the Company s website and canbe accessed at http://husys.net/pdf/Related_Party_Transactions_Policy_Husys.pdf.

PARTICULARS OF EMPLOYEES

- There are no employees drawing remuneration in excess of the limits prescribed underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

- Information as required under the provisions of Rules 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are set outin Annexures to the Directors Report.

37. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

- There are no material changes and commitments affecting the financial position of theCompany from the financial year ended 31st

March 2017 to the date of signing of the Director s Report except that

Chief Financial officer Mr. Rajesh Bhatwal has resigned from post and Mr. KailasAgrawal appointed as Chief Financial Officer of the Company and Mr. Suraj Tiwari appointedas Company Secretary in place of Ms. Rachna Kothari.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND

PROTECTION FUND

- Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there are no funds which Ire required to be transferred to InvestorEducation and Protection Fund (IEPF).

39. LISTING WITH STOCK EXCHANGES

- At present the equity shares of the Company are listed on the ITP-SME EMERGE Platformof National Stock Exchange at Mumbai. The Company confirms that it shall pay AnnualListing Fees due to the National Stock Exchange for the year 2016-17.

40. CORPORATE SOCIAL RESPONSIBILITY

- The key philosophy of all CSR initiatives of the Company is guided by three corecommitments of Scale Impact and Sustainability. During the year the Company has spent anamount of Rs. 20 00000/- during the Financial Year 2016-17 which is to be mandatorilyspent by the Company on CSR activities as per the provisions of Section 135 of theCompanies Act 2013. The amounted was donated to Jawahar Medical Foundation registered astrust and having the 80 G Registration and the same providing the Free Medical Check up togeneral public at large and the same is as per our CSR Policy adopted.

- Your Company s CSR Policy Statement and Annual Report on the

CSR Activities undertaken during the Financial Year ended 31st March 2017 inaccordance with Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed to this report as Annexures..

41. INSIDER TRADING REGULATIONS

- Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 read with SEBI (Prohibition of Insider Trading) Regulations 2015 as amended fromtime to time the code of conduct for prevention of insider trading and the Code forCorporate Disclosures ("Code") as approved by the Board from time to time arein forceby the Company. The objective of this Code is to protect the interest ofshareholders at large to prevent misuse of any price sensitive information and to preventany insider trading activity by dealing in shares of the Company by its Directorsdesignated employees and other employees. The Company also adopts the concept of TradingWindow Closure to prevent its Directors Officers designated employees and otheremployees from trading in the securities of NITIRAJ ENGINEERS LIMITED at the time whenthere is unpublished price sensitive information.

42. DEPOSITORY SYSTEM

- As the Members are aware Your Company s shares are trade-able compulsorily inelectronic form and your Company has established connectivity with both NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). In view of the numerous advantages offered by the depository system the membersare requested to avail the facility of Dematerialization of the Company s shares on NSDL& CDSL. The ISIN allotted to the Company s Equity shares is INE439T01012.

43. EXTRACT OF ANNUAL RETURN

- In accordance with Section 134(3)(a) of the Companies Act 2013 an Extract of theAnnual Return as per Section 92 (3) of the Companies

Act 2013 and Rule 12(1) of the Companies (Management and Administration) Rules2014 in the prescribed Format MGT-9 is appended as Annexure - 7 to the Board s Report.

44. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 Board of Directors of theCompany (a) In preparation of the Annual Accounts for the financial year ended 31st March2017 the applicable Accounting Standards have been followed along with proper explanationto material departures;

(b) The Directors have selected Accounting Policies consulted the Statutory Auditorsand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atend of the financial year and of the profit or loss of the Company for that period.

(c) The Directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities and

(d) The Directors have prepared the Annual Accounts of the company on a going concernbasis;

(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

- There is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.

45. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO :-

- The particulars as prescribed under Sub Section (3)(m) of Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014.

A. Conservation of Energy:

The Company s core activity is Production of Weighing Scales and related which is poIrconsuming sector. The Company is making every effort to conserve the usage of poIr. Alsoin the year April 2016 Company has installed solar Electricity Plant in its CorporateOffice Dhule by which Company is tring to save electricity

B. Technology Absorption (R&D Adaptation and Innovation):

1. Efforts in brief made towards technology absorption adaptation and innovation:(i) Continuous research to upgrade existing products and to develop new products andservices. (ii)To enhance its capability and customer service the Company continues tocarry out R & D activities in house.

2. Benefits derived as a result of the above efforts:

(i) Introduction of new and qualitative products. (ii) Upgrade of existing products.

3. Future plan of action:

Nitiraj will continue to invest in and adopt the best processes and methodologiessuited to its line of business and long-term strategy. Training employees in the latestappropriate technologies will remain a focus area. The Company will continue to leveragenew technologies and also on the expertise available.

B. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual Outflows

Particulars

2016-2017

2015-2016

Foreign Exchange Earnings 2388676 2246808
Foreign Exchange Outgo 48499618 53446660

46. POST BALANCE SHEET EVENTS

Mr. Kailas Agrawal was appointed as Chief Financial Officer of the Company pursuant tothe provisions of the Companies Act 2013 and Rules made thereunder in the Board Meetingheld on August 16 2017.

Mr. Suraj Tiwari was appointed as Company Secretary of the Company Company pursuant tothe provisions of the Companies Act 2013 and Rules made thereunder in the Board Meetingheld on August 16 2017.

47. ACKNOWLEDGMENTS

- Your Directors express their sincere gratitude for the assistance and co-operationextended by Banks Government Authorities Shareholders Suppliers and Customers. YourDirectors also wish to place on record their appreciation of the contribution made by theemployees at their levels towards achievements of the Company s goals.

For and on behalf of the Board of Directors
Sd/- Sd/-
Date: 04/09/2017 Rajesh Raghunath Bhatwal Shakuntala
Managing Director Bhatwal
Whole-Time
Director
Place: Dhule DIN: 00547575 DIN: 01953906