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Rishi Techtex Ltd.

BSE: 523021 Sector: Industrials
NSE: RISHIPACK ISIN Code: INE989D01010
BSE 00:00 | 18 Sep 15.01 -0.48
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NSE 05:30 | 01 Jan Rishi Techtex Ltd
OPEN 15.48
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VOLUME 4060
52-Week high 35.50
52-Week low 11.51
P/E
Mkt Cap.(Rs cr) 11
Buy Price 14.22
Buy Qty 300.00
Sell Price 15.01
Sell Qty 340.00
OPEN 15.48
CLOSE 15.49
VOLUME 4060
52-Week high 35.50
52-Week low 11.51
P/E
Mkt Cap.(Rs cr) 11
Buy Price 14.22
Buy Qty 300.00
Sell Price 15.01
Sell Qty 340.00

Rishi Techtex Ltd. (RISHIPACK) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 35th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2019.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE

COMPANY

Particulars 2018-19 2017-18
Total Income 8411.50 6789.12
Profit before Tax 404.25 315.58
Provision for Tax 112.08 62.67
Profit afterTax 292.17 252.90
Total Comprehensive Income for the period 291.23 240.01

DIVIDEND

To strengthen the cash flow of the Company the Directors have not considered andrecommend any dividend in the year.

RESERVES

As on March 31 2019 the reserves and surplus has increased to

Rs. 1781.20 lakhs as compared to Rs. 1489.98 lakhs achieved during the last year.

COMPANY'S WORKING DURING THE YEAR

The company earned total income of Rs. 8411.50 lakhs as compared to Rs. 6789.12 lakhsearned in the previous year showing increase of 19.28%. The operations during the yearhave resulted in a profit of Rs. 292.17 lakhs as compared to 252.90 lakhs in previous yearshowing increase of 15.52%

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the year there is no material changes and commitments if any affecting thefinancialposition of the company which have occurred between the end of the financial yearof the company to which the financial statements relate and the date of the report.

CREDIT RATINGS

Subsequent to the end of the financial year under review the

Company has received the following credit ratings from CRISILvide letter dated 3rdApril 2019.

Total Bank Loan Facilities Rated Rs. 21 Crore
Long- Term Rating CRISIL BBB-/Positive
Short-Term Rating CRISIL A3

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant

Regulators or Courts or Tribunals impacting the going concern status and the Company'soperations in future.

The Company has ongoing litigation with Enforcement Directorate. The Company would liketo state that between the years 2003 to 2008 the Company supplied Poly Propylene (PP)laminated bags to Malabar Cement at their plant at Walayar and Cherthala in Kerala State.It is alleged that the Company has entered into a criminal conspiracy with agents todefraud Malabar Cements Ltd. by overcharging for the supply of bags. The Company at theoutset denies all the allegations. The Company has received on 12th November 2018; aprovisional attachment order no. 02/2018/KZSZO (IN ECIR/KZSZO/4/2015) dated 09thNovember 2018 from the Directorate of Enforcement Cochin attaching the immovableproperty of the Company situated at Daman with a gross liability of Rs. 6688822/- in thehands of the Company. The Company has furnished to the Directorate of Enforcement a BankGuarantee worth Rs. 2032797/-. The Company has filled as appeal before the Hon'bleAppellate Tribunal PMLA

New Delhi and the authority has directed that both the parties shall maintain a statusquo in respect of the said attached property until the next date of hearing.

ADOPTION OF INDIAN ACCOUTING STANDARD (IND AS)

As mandated by the notification of Ministry of Corporate

Affairs dated 16th February 2015 notifying the Companies (Indian AccountingStandard) Rules 2015 Your Company has implemented Indian Accounting Standards ("INDAS") to record financial transactions pursuant to Notification from financial year2017-2018. During the year 2018-2019; the Company has successfully implemented the Ind AS.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no subsidiary or joint venture or associate company.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.

The Internal Auditor appointed by the Company conducts an Internal Audit and monitorsand evaluates the efficacy and adequacy of internal control system its compliance withoperating systems accounting procedures and policies of the Company. Internal AuditFindings and recommendations areas for improvement are reviewed by the Audit Committee.Based on the report of internal auditor; management undertake corrective action in theirrespective areas and thereby strengthen the controls.

AUDIT OBSERVATIONS AND EXPLANATION BY THE BOARD

There were no qualifications reservations or adverse remarks made either by theAuditors or by the Practicing Company Secretary in their respective Reports. Theobservations made by the Auditors read with the relevant notes on accounts areself-explanatory.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.

DEPOSITS

The details relating to deposits covered under Chapter V of theand material orderspassed by the Act-

a) accepted during the year; : 5.00 Lakhs

b) remained unpaid or unclaimed as at the end of the year; Nil

c) whether there has been any default in repayment of deposits

or payment of interest thereon during the year and if so

number of such cases and the total amount involved;

(i) at the beginning of the year - NIL

(ii) maximum during the year - Nil

(iii) at the end of the year; - Nil

The details of deposits which are not in compliance with the requirements of Chapter Vof the Act - Nil

AUDITORS Statutory Auditor:

In the 34th Annual General Meeting; M/S. Attar & Associates CharteredAccountants Thane Maharashtra (FRN : 116443W) were appointed as the Statutory Auditorsof the Company for a term of 5 financial years commencing from 2018-2019 to holdofficetill theconclusionofthe39 th Annual General Meeting of the Company. YourCompany has obtained a declaration from the Statutory Auditors that they meet with therequisite criteria as provided under the provisions of the Companies Act 2013 read withapplicable Rules and Advisories to continue as the Statutory Auditors of the Company forthe financial year 2019-2020.

AUDIT REPORT

As per the provisions of the Companies Act 2013 the Auditors Report on FinancialStatements for the year ended 31st March 2019 as issued by the StatutoryAuditor; M/S Attar & Associates Chartered Accountants forms part of this AnnualReport.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2019 was Rs.739.10 Lacs. There was nochange in the Share Capital of the

Company during the financial

As on March 31 2019 following two directors are holding shares of the Company:

Mr. Abhishek Patel
Mr. Pranav Patel

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of the Actread with Rule 12 of the Companies (Management and Administration) Rules 2014 isfurnished in Form MGT-9 as Annexure ‘A' to the Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be disclosed is set out in "Annexure B"

BOARD OF DIRECTORS: Details of Board of Directors

As on the date of Balance sheet; the Board of Directors of the Company consisted ofFour Directors. As the Chairman of the

Board Mr. Abhishek Patel is in Executive capacity pursuant to requirements of the SEBI(Listing Obligation and Disclosure) Regulations 2015 its Board comprises of 50% of theIndependent Directors.

Out of the Four Directors One Director is categorized as Promoter- Director two areindependent Directors appointed pursuant to provisions of section 149 of the Companies Act2013 and one is

Non-Executive Director. As on the date of Balance sheet; there is no Nominee Directoron the Board of the Company. No Director of the Company is either member of more than tencommittees and/ or Chairman of more than five committees across all Companies in which heis Director and necessary disclosures to this effect has been received by the Company fromall the Directors.

Duringthefinancial year under review there were no changes in the Board of Directorsof the Company.

Change in Directors:

  1. Mr. Pranav Patel retires by rotation in this Annual General Meeting and offers himself for reappointment.

II. The present tenure of Mrs. Sheela Ayyar as an Independent Director on the Boardshall come to an end at the conclusion of ensuing Annual General Meeting. She hasexpressed her willingness to continue as an Independent Director and has also confirmedthat she meets the criteria of as provided by the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Based on evaluation reportthe Nomination and Remuneration Committee and Board has recommended the re-appointment ofMrs. Sheela Ayyar as Independent Director of the Company for a second term of fiveconsecutive years from the conclusion of 35th Annual General meeting till theconclusion of 40th Annual General meeting. The Special Resolution forappointment of Mrs. Sheela Ayyar forms part of the notice of Annual General Meeting.

III. The present tenure of Mr. Arvind Nopany as an Independent under report.

Director on the Board shall come to an end at the conclusion of ensuing Annual GeneralMeeting. Mr. Arvind Nopany has expressed his unwillingness to continue as an Independent

Director due to his pre-occupation in other assignments and therefore he has opted notto be re-appointed as Independent Director with effect from conclusion of 35thAnnual General Meeting of the Company.

IV. The Nomination and Remuneration Committee has recommended to the Board to placebefore the members a resolution for appointment of Mr. Kunal Rastogi as an Additional(Independent) Director on the Board pursuant to the provisions of Section 161(1) ofCompanies Act 2013.

Mr. Kunal Rastogi fulfills the criteria of Independence. The

Board of Directors of the Company in their meeting held on 9th August 2019have proposed for the approval of members appointment of Mr. Kunal Rastogi as anIndependent Director pursuant to the provisions of Section 149 of the Companies Act 2013read with the rules made thereunder for a term of five consecutive years to hold officecommencing from

August 09 2019 to August 08 2024.

Details of the meetings of the Board of Directors

During the year in all six Board Meetings were held i.e. on 26th May 201814th August 2018 16th August 2018 19thOctober 2018 14th November 2018 and 13th February 2019. The timegap between any two meetings was not more than 120 days.

The details of Directors and their attendance record at Board Meetings held during theyear at last Annual General Meeting and number of other directorships andchairmanships/memberships of committees is given below:

Name

Category

Other Committee Attendance Attendance At Shareholding of
Director- ships in Public Cos. Membership/ Chairmanship #(incl. RTL) At Board Meetings at Last AGM Non-Executive Directors (as on31.03.2019)
Mr. Abhishek Patel Promoter/ Nil 2 6 Yes -
(DIN: 05183410) Executive
Mr. Arvind Nopany Non-Promoter/ Nil 2 5 No -
(DIN: 00148521) Independent
Mr. Pranav Patel Non-Promoter/ Nil 1 6 No 1767
(DIN: 00171387) Non-Independent
Mrs. Sheela Ayyar Non-Promoter/ 1 1 6 Yes -
(DIN: 06656579) Women Director

# While considering the memberships/chairmanships only Audit Committee and Shareholdersand Investor Grievance Committee are considered.

# The above data is as on 31st March 2019

Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure) Regulations 2018 LODR the Board has carried out the evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and other Committees. A structured questionnaire wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanwas carried out by the Independent Directors who also reviewed the performance of theSecretarial Department

Code of Conduct

The Board has laid down a Code of Conduct for all Board members and senior managementpersonnel of the Company which has been posted on the website of the Companywww.rishitechtex. com All Board members and senior management personnel have affirmedcompliance with the code for the year ended on March 31

2019. Declaration to this effect signed by the Managing Director of the Company for theyear ended on March 31 2019 has been included elsewhere in this report.

Familiarization Programme for Independent Directors

During the year since there was no new Directors were appointed as Independent therewas no specific Familiarization Programme was conducted.

KEY MANAGERIAL PERSONNELS (KMP):

As on March 31 2019 Mr. Abhishek Patel Managing Director

Mr. Jagdish Dokwal Chief FinancialOfficer

Company Secretary are the Key Managerial Personnels of your

Company. During the financial year under review there were no changes in the KeyManagerial Personnels (KMP) of the Company.

COMMITTEES OF THE BOARD

The Board of Directors has constituted Committees of the

Directors as mandated by Law Regulations to deal with specific areas and activitieswhich require an independent expert review of subject matter. The Board Committees areformed with approval of the Board and function according to Terms and Reference andstatutory provisions mandating such constitution. These Committees play an important rolein the overall management of day-to-day affairs and governance of the Company. The Boardcurrently has the following Committees:

1. Audit Committee

The Company has a Competent Audit Committee comprising of three Directors out of whichtwo-third are independent directors. Mrs. Sheela Ayyar having sound financial backgroundand financial expertise is a Chairman of the

Committee with the other members being Mr. Abhishek Patel and Mr. Arvind Nopany. Themain functions of the Audit Committee were:

(A) Reviewing Financial Statements before submission to the Board.
(B) Reviewing internal control system and recommending improvement.
(C) Recommending appointment of Statutory Auditors and fixing Audit fees.
(D) Discussing with statutory Auditors the scope of Audit conducting post audit discussions to ascertain area of concern.
While reviewing the financial statements the committee focused on:
1) changes in accounting policies and reasons thereon.
2) compliance with accounting standards.
3) compliance with listing and other regulations.
4) related party transactions.
During the financial years 2018-19 the committee met on
25th May 2018 13th August 2018 16th August 2019 19th
October 2018 13th November 2018 12th February 2019 and Ms. Gauri Gangal
The Meetings were attended by all the Members of the Committee.

2. Nomination & Remuneration Committee:

The Nomination & Remuneration committee consists of three Directors Mrs. SheelaAyyar Mr. Pranav Patel and Mr. Arvind Nopany. Mr. Arvind Nopany is chairman of theCommittee.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The same is posted on the website www. rishitechtex.com. RemunerationCommittee approves the remuneration payable to the Managing Director and seniorexecutives. The salient features of the said policy are as under:

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

1. Appointment Criteria and Qualifications

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessedbyapersonissufficient /satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

2. Term / Tenure

a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint anyperson as its Executive Chairman Managing Director or Executive Director for a term notexceeding five years at a time. No reappointment shall be made earlier than one yearbefore the expiry of term.

b) Independent Director: - An Independent Director shall hold office for a term up tofive years on the Board of the Company and will be eligible for re-appointment on passingof a special resolution by the Company and disclosure of such appointment in the Board'sreport. No Independent Director shall hold office for more than two consecutive terms ofupto maximum of 5 years each but such Independent Director shall be eligible forappointment after expiry of three years of ceasing to become an Independent Director.Provided that an Independent Director shall not during the said period of three years beappointed in or be associated with the Company in any other capacity either directly orindirectly. - At the time of appointment of Independent Director it should be ensured thatnumber of Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

3. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

4. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

5. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1. Remuneration to Managing/Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel: The Remuneration/ Compensation/ Commission etc. to be paid toDirector / Managing Director etc. shall be governed as per provisions of the CompaniesAct 2013 and rules made there under or any other enactment for the time being in force.

2. Remuneration to Non- Executive / Independent Director: The Non-Executive IndependentDirector may receive remuneration / compensation / commission as per the provisions ofCompanies Act 2013. The amount of sitting fees shall be subject to ceiling/ limits asprovided under Companies Act 2013 and rules made there under or any other enactment forthe time being in force.

The terms of reference to the Committee broadly are as under:

The Board has framed the Remuneration and Nomination Committee Charter which ensureeffective Compliance of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 which are as follows.

• Reviewing the overall compensation policy service agreements and otheremployment conditions of Managing/Whole-time Director(s) and Senior Management (one levelbelow the Board):

• to help in determining the appropriate size diversity and composition of theBoard;

• to recommend to the Board appointment/ reappointment and removal of Directors;

• to frame criteria for determining qualifications positive attributes andindependence of Directors;

• to recommend to the Board remuneration payable to the Directors (while fixingthe remuneration to Executive Directors the restrictions contained in the Companies Act2013 is to be considered);

• to create an evaluation framework for Independent Directors and the Board;

• to provide necessary reports to the Chairman after the evaluation process iscompleted by the Directors;

• to assist in developing a succession plan for the Board;

to assist the Board in fulfillingresponsibilities entrusted from time-to-time;

• delegation of any of its powers to any Member of the

Committee or the Compliance

Details of remuneration package of the Managing Director:

(As prescribe by Schedule V of the Companies Act 2013)

Period: Three years from 01.04.2017
Salary : Rs.350000/-
HRA : Rs.145000/-
Others : Rs.105000/-

Besides the above the Managing Director is entitled to perquisites such as PF Gratuityand LTA.

Actual remuneration received by the Managing Director for the year 2018-19:

Mr. Abhishek Patel - Rs.77.04 Lacs

Non-Executive Directors are paid Rs. 2500/- per Board Meeting attended and Rs.2500/-per Audit Committee Meeting attended.

3. Shareholders/ Investors Grievance Committee:

The Committee consists of three Directors Mr. Abhishek Patel Mr. Arvind Nopany andMr. Pranav Patel. Mr. Arvind Nopany is the chairman of the Committee.

The Committee has been constituted to look into Redressal of Shareholders Complaintsand correspondence with SEBI and the Stock Exchange. The Committee also takes on recordthe requests received for transfer transmission dematerialization rematerialzationissue of duplicate share certificates etc. requests received from shareholders and holdits Meetings at such duration as may be required. There are no complaints pending with theCompany.

4. Finance Committee:

The Company has a Finance Committee comprising of three Directors viz. Mr. AbhishekPatel Mr. Pranav Patel and Mr. Arvind Nopany for looking after the matters pertaining toexpansion and finance of the

During the year two Finance Committee Meetings were held i.e. 13th June 2018 and 4thOctober 2018.

Independent Directors' Meeting

During the year under review the Independent Directors met on 4th October2018 inter alia to discuss the evaluation of the performance of all independent directorsand the Board of directors as whole. It also evaluates the timelines of flow ofinformation between the Management and the Board that is necessary for the Board toperform its duties effectively.

RISK MANAGEMENT POLICY

The Company has formed a statement indicating development and implementation of a riskmanagement policy for the Company including identification therein of elements of risk ifany which in the opinion of the Board may threaten the existence of the company.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company formulated Whistle Blower Policy as per the provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 to raise any complaint queryand to deal with instance of fraud and mismanagement if any.

.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has constituted Internal Compliant Committee

(ICC) for all locations to the extent applicable pursuant to the provisions of TheSexual Harassment of Women at the Workplace

(Prevention Prohibition & Redressal) Act 2013. The Company has taken adequatecare and caution in line with the requirements of the act. During the year 2018-2019 theCompany has not received any sexual harassment complaint.

LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Pursuant to Section 134read with rule of the Companies (Accounts) Rules 2014 there are no transactions to bereported under Section 188(1) of the Companies act 2013. The related party policy asapproved by the Board is available on the website of the Company.

The disclosure in Form AOC-2 as per the provisions of Section 188 of the Companies Act2013 and rules made there under is not required since there are no material contracts orarrangements entered into by the Company as per the Policy of Materiality framed formingpart of Related Party Transaction policy of the Company.

Related Party Transactions as required under Accounting Standards are reported underthe notes to the financial statements.

The policy for determining material subsidiary and policy for dealing with relatedparty transaction is available on the website of the Company at www.rishitechtex.com

PARTICULARS OF EMPLOYEES

During the year there was no employee in receipt of remuneration prescribed in theRule 5 (2) and (3) of the Companies (Appointment . and Remuneration of ManagerialPersonnel) Rules 2014.

The Statement containing particulars of employees as required and the ratio ofremuneration of Managing Director to the median employees' remuneration and other detailsin terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1) and (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis report as Annexure ‘C'.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Sudhanwa S. Kalamkar & Associates Company Secretary in practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor isannexed herewith as Annexure ‘D'.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year your Company has complied with applicable SecretarialStandards issued by Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

The provisions of Section 135 of the Companies Act 2013 related to constitution ofCorporate Social Responsibility (CSR) Committee and mandate to spend amount as prescribedby statute is not applicable to Company for the financial year 2018-19 as the Company doesnot fulfill section 135 (1) of the Act.

STATEMENT OF SALIENT FEATURES OF FINANCIAL STATEMENT

Statement on salient features of Financial Statement in Form AOC- 3 is not requiredsince Entire Annual Report is being sent to all the Shareholders in the manner specifiedby the regulations.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3)and sub-section (5) of Section 134 of the Companies Act 2013 shall state that—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directorshadtakenproperandsufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(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.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations of the Company is provided ina separate section and forms a part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company has complied with the mandatory corporate governance requirements asapplicable under other statutes and laws and certain requirements have been voluntarilyadopted as a good corporate governance practice. any criteria set by the provisions of TheCompany has availed an exemption for the financial year

2018-2019 on the basis of Paid-up Capital and Net Worth as on the last day of precedingfinancial year i.e. 31st March 2018 pursuant to Regulation 15 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended with regard tocompliance of certain Corporate Governance requirements submission of CorporateGovernance Report pursuant to Regulation 27 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The inclusion of separate section of Corporate Governance in the

Annual Report is not mandatorily required for the financial year under review. Howevercertain details are provided elsewhere in the report for the information of stakeholders.

The Company would further like to state that as on 31st March

2019 the Company has crossed the threshold limit as specifiedin said Regulation andtherefore provisions of Regulation 27 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 will be applicable to the Company for thefinancial year 2019-2020

ACKNOWLEDGEMENTS andThe Directors place on record their appreciation of theefficient loyal services rendered by the Staff and workmen also acknowledge the helpsupport and guidance from the various Statutory Bodies Government and Semi-GovernmentOrganisations and Bank and thank our customers suppliers investors for their continuessupport during the year.

By Order of the Board

Place: Mumbai Abhishek Patel Sheela Ayyar
Date: 09.08.2019 Managing Director Director
DIN: 05183410 DIN: 06656579