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Orissa Bengal Carrier Ltd.

BSE: 541206 Sector: Others
NSE: N.A. ISIN Code: INE426Z01016
BSE 00:00 | 21 Feb 47.80 0.05
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NSE 05:30 | 01 Jan Orissa Bengal Carrier Ltd
OPEN 47.70
PREVIOUS CLOSE 47.75
VOLUME 16000
52-Week high 59.00
52-Week low 31.90
P/E 17.19
Mkt Cap.(Rs cr) 101
Buy Price 46.00
Buy Qty 4000.00
Sell Price 47.65
Sell Qty 4000.00
OPEN 47.70
CLOSE 47.75
VOLUME 16000
52-Week high 59.00
52-Week low 31.90
P/E 17.19
Mkt Cap.(Rs cr) 101
Buy Price 46.00
Buy Qty 4000.00
Sell Price 47.65
Sell Qty 4000.00

Orissa Bengal Carrier Ltd. (ORISSABENGAL) - Director Report

Company director report

To

The Members

Orissa Bengal Carrier Limited

Your directors have pleasure in presenting the 23rd Annual Report onthe business and operations of the company for the year ended on 31st March2018 together with audited financial statements and the report of the directors andthe auditors thereon.

1. FINANCIAL RESULTS:

During the year under review performance of the company is as under:

(Amount in Lacs Rs)
PARTICULARS 31/03/2018 31/03/2017
38438.98 21285.06
Revenue from Operation
Other Income 230.53 111.38
Total Revenue 38669.51 21396.44
Employees Benefits Expense 333.69 268.31
Finance Cost 328.74 252.39
Depreciation and Amortization Expenses 464.45 326.20
Other Expenses 378.51 322.94
Profit/ (Loss) before Tax 961.10 583.66
Current Tax 309.76 158.82
Deferred Tax 12.07 32.06
Earlier year income tax 1.18 -
Profit/ (Loss) After Tax 638.09 392.78
Earnings Per Equity Share:
Basic and Diluted (in Rs.) 17.66 22.78

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

During the Year under review Your Company has recorded Revenue from Operation of Rs38438.98 Lacs and Net Profit after Tax of Rs 638.09 Lacs respectively. Thefinancial result as reflected in the Statement of Profit & Loss of the Company isself-explanatory.Your directors are of the view that the company has signaled goodprogress and will continue to access the path of success in succeeding financial years andare hopeful for the bright future prospects. Moreover it s also assured that theManagement will leave no efforts untouched to increase the profitability in the forthcoming years also.

3. FINANCIAL STATEMENT

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as RsListing RegulationsRs) and Section 136 of the CompaniesAct 2013 read with Rule 10 of the Companies (Accounts) Rules 2014 the Annual Reportcontaining salient features of the financial statements including for the financial year2017-18 along with statement containing salient features of the Directors' Report(including Management Discussion & Analysis) is being sent to all shareholders whohave not registered their email address(es) for the purpose of receiving documents/communication from the Company in electronic mode. Please note that you will be entitledto be furnished free of cost the full Annual Report 2017-18 upon receipt of writtenrequest from you as a member of the Company.

Full version of the Annual Report 2017-18 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto including financial statementsprepared as per the requirements of Schedule III to the Companies Act 2013 Directors'Report (including Management Discussion & Analysis and Corporate GovernanceCertificate) is being sent via email to all shareholders who have provided their emailaddress(es).

Full version of Annual Report 2017-18 is also available for inspection at theregistered office of the Company during working hours up to the date of ensuing Annualgeneral meeting (AGM).It is also available at the CompanyRss website.

4. DIVIDEND:

In view of growth plans your directors do not recommend any dividend for the FinancialYear under review.

5. CHANGES IN NATURE OF BUSINESS:

There is no change in the nature of business as carried on by the company.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves.

7. SHARE CAPITAL:

The company has increased its Authorized Share Capital from Rs 20000000/- to Rs240000000/- by creation of additional 22000000 Equity Shares of Rs 10/- eachcomplied with all the legal formalities.

As known to all of us the above proposals were passed in the Extra-Ordinary GeneralMeeting held on 05th February 2018 and it was resolved to alter theMemorandum of Association and Articles of Association. All the formalities regardingalteration have been duly completed.

Further we are pleased to inform you that the Company has made an Initial Public Offerof 5564000 Equity Shares of Rs. 10/- each for a consideration of Rs. 30/- perEquity Shares including a share premium of Rs. 20/- per equity Shares vide prospectusdated 15th March 2018.

The Company has successfully completed the Initial Public Offer (IPO) during the yearpursuant to the applicable SEBI Rules and Regulations. The issue opening date was 22ndMarch 2018 and the issue closing date was 26th March 2018.

The IPO of the Company received great response from the public and the issue wasoversubscribed. The Company got listed with the Bombay Stock Exchange on the SME Platformon 05th April 2018. The Equity Shares of the Company as Listed on SMEPlatform for BSE Limited are on regular and continuous trading. Further the Company isregular in compliances of various clauses and regulations of the Listing Agreement and/orLODR.

8. ALLOTMENT OF SHARES UNDER BONUS ISSUE:

The Company has allotted 13794480 Equity Shares of Rs. 10 each during theyear under review as Bonus share in the ratio of 8 equity shares of Rs. 10 each for every1 Equity shares of Rs. 10 each held by the existing Shareholders of the Company on 10thFebruary 2018 after taking shareholders approval in the Extra-Ordinary GeneralMeeting held on 05th February 2018.

9. EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:

The extract of the annual return pursuant to section 92(3) of the Companies Act 2013and Rule 12(1) of the Companies (Management and Administration) Rules 2014 is furnishedin "Annexure A" and is attached to this report.

10. BOARD MEETINGS AND INDEPENDENT DIRECTORS MEETING:

During the year under review Thirty Eight (38) Board meetings were held. The maximumtime-gap between any two consecutive meetings did not exceed 120 days. The Details ofBoard meeting are as follows:-

DETAILS OF BOARD MEETING HELD IN FINANCIAL YEAR 2017-18

DIRECTORS PRESENT

S.NO DATE Ratan Kumar Agrawal Manoj Kumar Agrawal Shakuntala Devi Agrawal Subhash Chand Mittal Chandan Jain Sahil Batra Raj Kumar Jain
1 17/04/2017 YES YES YES - - N.A. N.A.
2 25/04/2017 YES YES YES - - N.A. N.A.
3 04/05/2017 YES YES YES - - N.A. N.A.
4 08/05/2017 YES YES YES - - N.A. N.A.
5 15/05/2017 YES YES YES - - N.A. N.A.
6 18/05/2017 YES YES YES - - N.A. N.A.
7 05/06/2017 YES YES YES - - N.A. N.A.
8 07/06/2017 YES YES YES - - N.A. N.A.
9 12/06/2017 YES YES YES - - N.A. N.A.
10 05/07/2017 YES YES YES - - N.A. N.A.
11 07/07/2017 YES YES YES - - N.A. N.A.
12 18/07/2017 YES YES YES - - N.A. N.A.
13 08/08/2017 YES YES YES - - N.A. N.A.
14 24/08/2017 YES YES YES - - N.A. N.A.
15 05/09/2017 YES YES YES YES YES N.A. N.A.
16 07/09/2017 YES YES YES N.A. N.A. N.A. N.A.
17 20/09/2017 YES YES YES N.A. N.A. N.A. N.A.
18 09/10/2017 YES YES YES N.A. N.A. N.A. N.A.
19 25/11/2017 YES YES YES N.A. N.A. N.A. N.A.
20 28/11/2017 YES YES YES N.A. N.A. N.A. N.A.
21 29/11/2017 YES YES YES N.A. N.A. N.A. N.A.
22 15/12/2017 YES YES YES N.A. N.A. YES YES
23 18/12/2017 YES YES YES N.A. N.A. - -
24 23/12/2017 YES YES YES N.A. N.A. - -
25 05/01/2018 YES YES YES N.A. N.A. - -
26 10/01/2018 YES YES YES N.A. N.A. YES YES
27 01/02/2018 YES YES YES N.A. N.A. - -
28 03/02/2018 YES YES YES N.A. N.A. - -
29 05/02/2018 YES YES YES N.A. N.A. - -
30 10/02/2018 YES YES YES N.A. N.A. - -
31 13/02/2018 YES YES YES N.A. N.A. - -
32 14/02/2018 YES YES YES N.A. N.A. - -
33 23/02/2018 YES YES YES N.A. N.A. - -
34 26/02/2018 YES YES YES N.A. N.A. - -
35 27/02/2018 YES YES YES N.A. N.A. - -
36 15/03/2018 YES YES YES N.A. N.A. - -
37 16/03/2018 YES YES YES N.A. N.A. - -
38 26/03/2018 YES YES YES N.A. N.A. - -
TOTAL MEETING
ATTENDED BY
THE DIRECTOR 38 38 38 1 1 2 2

Further Independent Directors' separate meeting was duly convened and held on

30.03.2018 to discuss:

a) Review & Evaluation of the performance of Non-Independent Directors and theBoard of Directors as a whole. b) Review of the performance of the Executive andNon-Executive Directors. c) Assessment of the quality quantity and timeliness of flow ofinformation between the Management and the Board.

11. BOARD'S RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from the same; b) the directors hadselected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe company for that year; c) the directors have taken proper and sufficient care to thebest of their knowledge and ability for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d) the directors had preparedannual accounts on a going concern basis; e) the directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and are operating effectively; f) the directors had devised proper systems toensure compliance with the provisions of all applicable laws and such systems wereadequate and operating effectively.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES:

During the year under report the Company has entered into transactions with relatedparty and all such transactions were carried on at arm's length price in the ordinarycourse of business. Information on transactions with related parties pursuant to section134(3)(h) of the act read with Rule 8(2) of Companies (Accounts) Rules 2014 are given in "Annexure-B"in Form AOC-2 and the same forms part of this report.

13. AUDITORS:

(i) Statutory Auditor:

The Company has appointed M/s Agrawal & Pansari Chartered Accountants Raipur(FRN No. 003350C) as the Statutory Auditor of the company for the Financial Year 2017-18to fill the Casual Vacancy caused due to Resignation of past Auditor of M/s G. Kumar &Company Chartered Accountants Raipur (FRN No. 0322108E) in the Extra- Ordinay GeneralMeeting held on 01st December 2017.

The Company's Auditors M/s. Agrawal & Pansari Chartered Accountants Raipur willhold office upto conclusion of ensuring Annual General Meeting of the Company. In terms ofsection 139 to 141 of the Companies Act 2013 and the Rules framed thereunder and uponrecommendations of the Audit Committee of Board of Directors it has been proposed to makeappointment of M/s. Agrawal & Pansari Chartered Accountants (FRN No. 003350C) asAuditors of the Company to hold the office from the conclusion of ensuing Annual GeneralMeeting until conclusion of Annual General Meeting to be held in the year 2023. Asrequired under Listing Regulations the auditors have also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

(ii) Internal Auditor:

M/s G. Kumar & Company Chartered Accountants Raipur (FRN No. 0322108E) has beenappointed as an Internal Auditors of the Company with effect from 15thDecember 2017.

14. AUDITORS' REPORT:

There is no qualification in the Auditors' Report and hence no explanation is calledfor.

15. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company appointedM/s Anil Agrawal & Associates a firm of company secretaries in practice to undertakethe Secretarial Audit of the Company for the F.Y. 2017-18. The report of the SecretarialAudit is annexed to this report as "Annexure C".

Secretarial Auditors' report is self explanatory and therefore does not require furthercomments and explanation.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE

UNDER SECTION 186 OF THE COMPANIES ACT 2013:

During the year under report the Company has not granted any loan or provided anyguarantee or made any investment as specified in Section 186 (2) of the Companies Act2013. Hence no approval from the shareholders in this regard was required.

17. PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT

OF WOMEN & WORKPLACE :

The Company has accepted zero tolerance policy on sexual harassment. In that line theBoard takes anti sexual harassment initiatives by way of Prevention Prohibition andRedressal of Sexual Harassment at the Workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules there under and they responsible to inquire into complaints (if any) of sexualharassment and take appropriate action. There aims to provide protection to employees atthe workplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where employees feel secure.

The Company has not received any complaint of sexual harassment during the financialyear 2017-18.

18. INDUSTRIAL RELATIONS:

The company has maintained good industrial relations on all fronts. Your directors wishto place on record their appreciation for the honest and efficient services rendered bythe employees of the company.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Company has a professional Board with right mix of knowledge skills and expertisewith an optimum combination of executive nonexecutive and independent Directors includingone woman Director. The Board provides strategic guidance and direction to the Company inachieving its business objectives and protecting the interest of the stakeholders.

During the year Shri Subhash Chand Mittal (DIN: 02184464) has resigned from theDirectorship of the company with effect from 28th November 2017. The board ofthe directors of the company appreciates the invaluable services rendered by him duringthe year.

Shri Akshay Agrawal was appointed as Chief Financial Officer (CFO) and Miss Pooja Jainas Company Secretary (CS) of the Company with effect from 28th November 2017.

Shri Sahil Batra (DIN: 06422459) and Shri Raj Kumar Jain (DIN: 08015385) were appointedas Additional Independent Directors of the Company at the Board Meeting held on 29thNovember 2017.

Shri Chandan Jain (DIN: 05327967) has resigned from the Directorship of the Companywith effect from 29th November 2017. The board of the directors of the companyappreciates the invaluable services rendered by him during the year.

Shri Ratan Kumar Agrawal (DIN: 01608584) who was the Director of the Company designatedas Managing Director of the Company for a period of 5 (Five) years upto 30thNovember 2022 with effect from 01st December 2017.

Smt. Shakuntala Devi Agrawal (DIN: 01608318) who was the Executive Director of theCompany designated as Non-Executive Director of the Company with effect from 15thDecember 2017. As per Section 149(1) read with Rule 3 of The Companies (Appointment andQualification of directors) Rules 2014 we also consider Smt. Shakuntala Devi Agrawal asthe women director of the company.

Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every AGM.Consequently Smt Shakuntala Devi Agrawal (DIN: 01608318) will retire by rotation at theensuing AGM and being eligible offer herself for re-appointment in accordance withprovisions of the Companies Act.

20. COMMITTEES OF THE BOARD:

A. AUDIT COMMITTEE:

As required under the provisions of section 177 of the Companies Act 2013 and Rulesmade there under the Company has an adequately qualified Audit Committee constituted inaccordance with the provisions of Companies Act 2013.

The Audit Committee continued working under Chairmanship of Shri Raj Kumar Jain withShri Sahil Batra and Shri Manoj Agrawal as co-members. During the year the subcommitteemet on 05.04.2017 06.09.2017 16.12.2017 & 30.03.2018 with full attendance of all themembers.

The composition of the Audit Committee as at March 31 2018 is as under:

Name of Director Category
Rajkumar Jain Non Executive Independent Director
Sahil Batra Non Executive Independent Director
Manoj Agrawal Executive Director

Terms of Reference: The terms of reference of the Audit Committee are broadly asfollows: a. Oversight the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible b. Review and compliance of internal control systems. c. Investigation ofany financial matter or a transaction. d. Review of the scope of Audit the half yearlyand Annual Financial statements before submission to the Board. e. Recommending to theBoard the appointment re-appointment and if required the replacement or removal of thestatutory auditor and the fixation of audit fees. f. Assessing the objectivity of theexternal auditors including the consideration of any other non-audit work performed by theexternal auditors. g. Carrying out any other function.

B. NOMINATION AND REMUNERATION COMMITTEE:

As required under the provisions of section 178 of the Companies Act 2013 and Rulesmade there under the Nomination and Remuneration Committee continued working underChairmanship of Shri Sahil Batra with Shri Rajkumar Jain and Smt. Shakuntala Devi Agrawalas co-members. During the year the sub-committee met on 27.11.2017 16.12.201730.03.2018 with full attendance of all the members.

The composition of the Nomination and Remuneration Committee as at March 31 2018 is asunder:

Name of Director Category
Sahil Batra Non Executive Independent Director
Rajkumar Jain Non Executive Independent Director
Shakuntala Devi Agrawal Non Executive Director

Terms of Reference: The terms of reference of the Nomination and RemunerationCommittee are broadly as follows:

a. Review the performance of the Managing Director and the Whole-time Directors afterconsidering the Company's performance. b. Recommend to the Board remuneration includingsalary perquisites and commission to be paid to the Company's Managing Director andWhole-time Directors. c. Finalize the perquisites package of the Managing Director andWhole-time

Directors within the overall ceiling fixed by the Board. d. Recommend for appointmentof Managing Directors & Whole Time Director. e. Recommend for increase in Remunerationof Managing Director & Whole Time

Director.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of section 178 of the Companies Act 2013 and Rules madethere under the Company has an adequately qualified Stakeholders Relationship Committeeconstituted in accordance with the provisions of Companies Act 2013.

The Stakeholders Relationship Committee continued working under Chairmanship of ShriSahil Batra with Shri Ratan Kumar Agrawal and Shri Manoj Agrawal as co-members. During theyear the sub-committee met on 16.12.2017 30.03.2018 with full attendance of all themembers.

The composition of the Stakeholders Relationship Committee as at March 31 2018 is asunder:

Name of Director Category
Sahil Batra Non Executive Independent Director
Ratan Kumar Agrawal Managing Director
Manoj Agrawal Executive Director

Terms of Reference: The terms of reference of the Stakeholders RelationshipCommittee are broadly as follows:

a. Formulation of policies and procedures in line with the statutory guidelines toensure speedy disposal of various requests received from security holders from time totime. b. Redressal of shareholders and investor complaints/ grievances e.g. transfers ofshares non-receipt of balance sheet non-receipt of declared dividend etc. c. To approveregister refuse to register transfer / transmission of shares and other securities. d. Tosub-divide consolidate and / or replace any share or other securities certificate(s) ofthe Company. e. To authorize printing of Share Certificates post authorization from theBoard of

Directors of the Company. f. To monitor and review the performance and servicestandards of the Registrar and

Share Transfer Agents of the Company and provides continuous guidance to improve theservice levels for investors. g. Monitor and review any investor complaints received bythe Company or through

SEBI SCORES and ensure its timely and speedy resolution in consultation with theCompany Secretary and Compliance officer and RTA of the Company.

D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMIITTEE

Pursuant to the As provisions of section 135 of the Companies Act 2013 and Rules madethere under the Company has an adequately qualified Corporate Social ResponsibilityCommittee constituted in accordance with the provisions of Companies Act 2013.

The composition of the Corporate Social Responsibility Committee as at March 31 2018is as under:

Name of Director Category
Sahil Batra Non Executive Independent Director
Rajkumar Jain Non Executive Independent Director
Shakuntala Devi Agrawal Non Executive Director

Terms of Reference: a. To make CSR Policy of the company which shall indicate theactivities to be undertaken by the Company as specified in Schedule VII of the CompaniesAct 2013; b. recommend the amount of expenditure to be incurred on the activitiesreferred to in clause (a) and c. monitor the CSR Policy of the Company from time to time.

21. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN

REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2017-18:

The information required pursuant to section 197 (12) read with Rule 5 (1) (i) of theCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration ofeach director to the median remuneration of the employee of the Company for the financialyear 2017-18 forms part of this report as "Annexure-D".

22. COMPANY'S POLICY ON DIRECTORS APPOINTMENT NOMINATION

REMUNERATION AND FORMAL EVALUATION:

Pursuant to provisions of Section 178 (1) of the Companies Act 2013 the Board has onthe recommendation of the Nomination & Remuneration Committee framed a policy forselection nomination appointment and remuneration of Directors suitably containing thecriteria determining qualifications positive attributes and independence of a Director.

23. FORMAL EVALUATION OF BOARD ITS COMMITTEES AND

INDIVIDUAL DIRECTORS:

The Board has carried out annual performance evaluation of its own performance thedirectors individually as well the evaluation of the working of its Audit CommitteeNomination & Remuneration Committee Shareholders Grievance committee and CorporateSocial Responsibility Committee.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER

THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors or Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143(12) of theCompanies Act 2013 including rules made thereunder.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015Management Discussion and Analysis report forms part of this Annual Report as "AnnexureE".

26. CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Para C of Schedule V relating to Corporate Governance Report shall notapply to company listed on SME Exchange. The Company being a company listed on BSE SMEPlatform preparation of corporate governance is not applicable.

27. RISK MANAGEMENT:

The company has been following the principle of risk minimization as it is the norm inevery industry. The Board has adopted steps for framing implementing and monitoring therisk management plan for the company. The main objective of this policy is to ensuresustainable business growth with stability and to promote a pro-active approach inreporting evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes a structured and disciplined approach torisk management in order to guide for decisions on risk related issues. In today'sChallenging and competitive environment strategies for mitigating inherent risk inaccomplishing the growth plans of the company are imperative. The Common risks inherentare: Regulations Competition business risk technology obsolescence long terminvestments and expansion of facilities. Business risk inter alia includes financialrisk political risk legal risk etc. As a matter of policy these risk are assessed andsteps as appropriate are taken to mitigate the same.

28. DISCLOSURE ON VIGIL MECHANISM:

Pursuant to Section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism fordirectors and employees to report genuine concerns has been established in order toensure that the activities of the company and its employees are conducted in a fair andtransparent manner by adoption of highest standards of professionalism honesty andintegrity and ethical behavior. The Company has established a vigil mechanism throughwhich Directors employees and business associates may report unethical behaviourmalpractices wrongful conduct fraud violation of Company's code of conduct without fearof reprisal. The Company has set up a Direct Touch initiative under which all Directorsemployees business associates have direct access to the Chairman of the Audit committeeand also to a three-member direct touch team established for this purpose. The directtouch team comprises one senior woman member so that women employees of the Company feelfree and secure while lodging their complaints under the policy.

29. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

29.1 Conservation of Energy:

a. The steps taken or impact on conservation of energy:-The company is puttingcontinues efforts to reduce the consumption of energy and maximum possible saving ofenergy. b. The steps taken by the company for utilizing alternate sources of energy:-TheCompany has used alternate source of energy whenever and to the extent possible. c. Thecapital investment on energy conservation equipments:- NIL

29.2 Technology Absorption:

a. The effort made towards technology absorption:-No specific activities have been doneby the Company. b. The benefits derived like product improvement cost reduction productdevelopment or import substitution:-No specific activity has been done by the Company c.In case of imported technology (imported during the last three years reckoned from thebeginning of the financial year:- NA d. The expenditure incurred on Research &Development:- NIL

29.3 Foreign Exchange Earnings and Outgo:

There was no Foreign Exchange earnings and outgo during the financial year as requiredby the Companies (Accounts) Rules 2014.

30. PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 850000/-rupees per month or 10200000/- rupees per annum as prescribed in Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.

31. SUBSIDARY JOINT VENTURE AND ASSOCIATE COMPANY:

Your Company does not have any Subsidiary Joint Venture or Associate company.

32. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the Financial year i.e.31st March 2018 to which the Financial Statements relate and the date of the report ifany disclosed in separate respective head except that Company has successfully completedthe Initial Public Offer (IPO) and got listed with the Bombay Stock Exchange on the SMEPlatform w.e.f 05th April 2018.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts/Tribunalsimpacting the going concern status of the Company and its future operations.

34. DEPOSITS:

During the year Company has not accepted deposits from the public in terms of thedirectives issued by the Reserve Bank of India and the provisions of section 73 to 76 orany other relevant provisions of the Companies Act 2013 and the rules made there underhence information regarding outstanding deposits is not required.

35. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary Declaration from each Independent Directors of theCompany as per the provisions of Section 149(7) of the Companies Act 2013 that they meetsthe criteria of Independence laid down in section 149(6) of the Companies Act 2013 readwith the Rule 4 of Companies (Appointment and Qualification of Directors) Rule 2014 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

36. VOTING THROUGH ELECTRONIC MEANS:

Pursuant to the provisions of Section 108 of the Companies Act 2013 read with therules made thereunder and Regulations 44 of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 your Company has take necessary steps to make availablethe facility to its members the facility to exercise their right to vote by Electronicmeans.

37. DEMATERIALIZATION OF COMPANY'S SHARES:

Your company has provided the facility to its shareholders for dematerialization oftheir shareholding by entering into an agreement with The National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN numberallotted to the company is (INE426Z01016).

38. SERVICES TO SHAREHOLDERS:

All matters relating to transfer/transmission of shares issue of duplicate sharecertificates payment of dividend de-materialization and re-materialization of shares andredressal of investors grievances are carried out by the Company's RTA i.e. M/s. BigshareServices Pvt. Ltd. Mumbai.

39. SECRETARIAL STANDARDS:

Your company has complied with the Secretarial Standard as issued by the Institute ofCompany Secretaries of India.

40. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for significantcontribution made by the employees at all the levels through their dedication hard workand commitment thereby enabling the Company to boost its performance during the year underreport.

Your Directors also take this opportunity to place on record the valuable co-operationand continuous support extended by its valued business associates Practicing CompanySecretary Auditors Supplier Customers Banks/Financial Institutions Governmentauthorities and the shareholders for their continuously reposed confidence in the Companyand look forward to having the same support in all its future endeavors.

On behalf of the Board of Directors
Sd/- Sd/-
Ratan Kumar Agrawal Shakuntala Devi Agrawal
(Chairman & Managing Director) (Director)
DIN: 01608584 DIN: 01608318
Date: 28.05.2018
Place: Raipur