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Starlite Components Ltd.

BSE: 517548 Sector: Others
NSE: N.A. ISIN Code: INE035C01022
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NSE 05:30 | 01 Jan Starlite Components Ltd
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Buy Price 2.44
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OPEN 2.32
CLOSE 2.36
VOLUME 3330
52-Week high 20.90
52-Week low 2.32
P/E
Mkt Cap.(Rs cr) 4
Buy Price 2.44
Buy Qty 200.00
Sell Price 2.36
Sell Qty 3.00

Starlite Components Ltd. (STARLITECOMP) - Director Report

Company director report

To

The Members of

Starlite Components Limited

Your Directors have pleasure in presenting their Twenty-Seven Annual Report togetherwith the Financial Statements together with Audit Report ofthe Company for the year ended31st March 2018.

1. Financial Results

(Amount in Rs.)
PARTICULARS CURRENT YEAR (2017-18) PREVIOUS YEAR (2016-17)
Revenue from operations 774570659.00 602007438.00
Other income 4827980.00 6964859.00
Interest & finance expenses 3325130.00 3014528.00
Depreciation 6302534.00 5314383.00
Total Expenses 754655822.00 570581998.00
Profit/(Loss) Before Tax 15115153.00 30061388.00
Less : Provision for Taxation 109434.00 -
Less: Provision for Deferred Tax Liability 4904110.00 9753417.00
Profit/(Loss) after Tax 10101609.00 20307971.00
Proposed Dividend - Equity - -
Proposed Dividend - Preference - -
Tax on Dividend - -

2. Dividend:

Directors do not recommend any dividend in the current financial year.

3. Brief description of the Company's working during the year/State of Company's affair

Due to continues effort put forth by the management during the year the Company hasshown remarkable growth of 28.66% in turnover however the profit of the Company is reducedto 50.26 % during the year due to increase in overall cost. Further the Company hasachieved a turnover of Rs.774570659/- (against Rs.602007438 in the previous year).These figures clearly show that the steps taken by the company have worked and are reapingresults.

This result is due to some fundamentally correct strategic decision taken by themanagement revolving around improvement of bottom line by stopping loss making or lowmargin product categories & by hedging business and market risks over a larger basketof customers. While commodity prices and inflation continued to come down the secondconsecutive monsoon failure and resulting drought meant a distressed rural demand scenarioin several parts of the Country. Competition continued to be aggressive. In such achallenging external environment your Company remained focused on margin improvement andcost control to perform well and deliver profitable and responsible growth. This alongwith the effort put in by the entire team the Company has managed to improve its overallposition. The Company is now on the right path to achieve the challenging goals that ithas set for the coming years. The Company is also strongly focusing on furtherstrengthening its presence in E-Commerce OEM Customer base and Government projects whichare beginning to give the Company consistent revenue & a more stability to itsbusiness model.

The management also has plans of increasing the manufacturing capacity of LED productsin the coming year to provide quality products and to cater to the strong demand of themarket. Encouraged with the performance of previous year and seeing the growing potentialof the LED market the management feels even more confident & committed of achievingbetter top and bottom line during the next financial year.

Your Company aggressively pushed sales in the domestic market and successfullyincreased sales and achieved its sales revenues of Rs.774570659/- with a growth of28.68% but the profit has reduced to Rs.10101609/- due to increase in operational costand other undetermined overheads.

Domestic consumption remains a key growth engine for the Indian economy and withsignificant additions to the working age population; rising disposable incomesparticularly in rural areas and the government revived spending on infrastructure and inthe social sector to foster inclusive growth will help India realize its long termdevelopment potential in a sustainable way. Your Company with a cl ear and dedicatedcustomer focus is investing in its R&D capabilities developing product lines withbetter profit margins and streamlining its production processes to eliminate waste fromoperations.

4. Changes in the share capital ofthe Company during the financial year

The Company has obtained the approval of shareholders of the Company under Section 42of the Companies Act 2013 for preferential allotment of shares to Promoters and Promotergroup for cash and pursuant to conversion of loans obtained from them. In context to theabove the Company has filed an application to BSE Ltd for obtaining the In-PrincipleApproval for allotment of shares and the application is still pending for approval.

Thus the Board of Directors of the Company have not allotted any shares to thePromoter & Promoter Group pursuant to the said preferential allotment

Further the members of the Company have also passed the resolution for increase inauthorised share capital of the Company from Rs.180000000/- (Rupees Eighteen Crores)divided into 18000000 Equity Shares of Rs. 10/-each to Rs.220000000/- (Rupees TwentyTwo Crores) divided into 22000000 Equity Shares of Rs. 10/- each

5. Change In Nature Of Business If Any -

No change has taken place during the year in the nature of Company's business.

6. Material Changes & Commitments Affecting The Financial Position Which HaveOccurred Between Date Of Year End To The Date Of Report

There have been no material changes affecting the financial position which haveoccurred between dates of year end to the date of Report.

7. Significant And Material Orders Passed Bv The Regulators Or Courts Or TribunalsImpacting The Going Concern Status And Company's Operations In Future :

During the Financial year under review the Promoters of the Company which are also thePromoters of one Exclusively Listed Company (ELC) i.e. Comet Filaments Limited have failedto provide the Exit Offer to the shareholders ofthe ELC within the time line specified bythe SEBI Circular No. SEBI/HO/MRD/DSA/CIR/P/2017/92 dated August 1 2018 andaccordingly the actions specified under the said SEBI Circular were initiated against theCompany.This has also impeded the process of Preferential Allotment of shares to Promoterand Promoter Group for cash and pursuant to conversion of loan obtained from them.

8. Details of Adeguacv of Internal Financial Controls With Reference To The FinancialStatements -

Company has well devised Internal control systems adopted by the Management to assistin achieving management's objective of ensuring the orderly and efficient conduct of itsbusiness including adherence to management policies the safeguarding of assets theprevention and detection of fraud and error the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information. Thesystem of internal control is under continuing supervision by Management to determine thatit is functioning as prescribed and is modified as appropriate for changes inconditions. Company endeavors to create the control environment with budgetary controlsand an effective internal audit function.

Specific control procedures include -

• Control over movement of physical Assets Goods & Services includingPurchase and Payable Sales and Receivables Inventories etc.

• Control over timely Accounting Legal compliances & Compliance of Accountingstandards.

• Asset acquisitions & disposal - both tangible & intangible.

• Control over borrowings & liabilities.

• Control over expenses including employee benefits taxes etc.

• Control overfinancial transactions.

• Comparing and analyzing the financial results with corresponding budgetedfigures.

The controls include Preventive Detective & Corrective controls. These controlsare reviewed periodically & upgraded whenever necessary.

9. The Names Of Companies Which Have Become Or Ceased To Be Its Subsidiaries JointVentures Or Associate Companies During The Year

Sr.no NameofCompany CIN Type of association Date of joining/Cessation

Nil

10. Report on the Performance of the Subsidiaries. Associate Companies and JointVenture

The Company does not have any Subsidiaries and Joint Venture Companies but Company hasonly one Associate Company.

11. Deposits

The Company have not accepted any Deposits during the year within the meaning ofSection 73 of Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

Sr. no Particulars
1 Amount accepted during the year Nil
2 Amount remaining unclaimed or unpaid at the end of year Nil
3 Details of default in repayment of deposit or interest thereon during the year - Nil
No. of such cases - Deposit Interest
At the beginning of year Maximum during the year At the end of year
Total amount involved - Deposit Interest
At the beginning of year Maximum during the year At the end of year

12. Auditors -

A. Statutory Auditors -

At the 23rd Annual General Meeting held on 30th September 2014the members approved the appointment of M/s. HMA & Associates Chartered AccountantsMumbai (Firm Registration No. 100537W) as the Statutory Auditors of the Company to holdoffice from the conclusion of 23rd Annual General Meeting until conclusion of27th Annual General Meeting (subject to ratification of appointment by members at everyAGM held after 23rd AGM) on such remuneration as may be mutually agreed by theBoard and the Auditor.

In accordance with the section 139 of the Companies Act 2013 the Company is requiredto appoint a new Statutory Auditor in place of retiring Auditor. The Board of Directors ofthe Company at their meeting held on September 05 2018 have approved the appointment ofM/s. Jain Chhajed & Associates Chartered Accountants Nasik (Firm Registration No.127911W) as the Statutory Auditor ofthe Company for a period of 5 (Five) consecutive yearfrom the conclusion of this Annual General Meeting till the conclusion of AGM to be heldin the calendar year 2023 on such remuneration as may be mutually agreed by the Board andthe Auditor.

Members are requested to confirm the appointment of the Auditors from the conclusion ofthe 27th AGM till the conclusion of 32nd AGM.

M/s. Jain Chhajed & Associates have shown their willingness to be appointed as theStatutory Auditor of the Company and have also confirmed their eligibility to the effectthat their re-appointment if made would be within the prescribed limits under the Actand that they are not disqualified for appointment.

The specific notes forming part of accounts referred to in the Auditors' Reportprovided by the present Statutory Auditor of the Company are self-explanatory and givecomplete information.

B. Secretarial Auditors -

The Board has appointed Amit R. Dadheech & Associates Practicing CompanySecretaries to conduct Secretarial Audit for the financial year 2017-18. The SecretarialAudit Report for the financial year ended 31st March 2018 is annexed herewithas Annexure 1 to this Report.

C. Internal Auditors:

Pursuant to the provisions of Section 138 and other applicable provisions if any ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 the Company hasappointed to M/S. SKVM And Co. Chartered Accountants Nasik as internal auditors. Duringthe year the Company continued to implement their suggestions and recommendations toimprove the control environment. Their scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths of all areas.

13. Audit Reports:

A. Statutory Auditors Report:- The observations made by the Auditors of the Company intheir report are self-explanatory-except for observations regarding pending litigations.The explanations of the management on the comments of the auditors with respect to thepending litigations are as follows:

• Income Tax Demand raised for AY 2004-05 for Rs. 7371366/-: The Company hastaken appropriate steps and filed an appeal with High Court Mumbai which is under process.Further the Hon'ble BIFR has given relieffor demand raised for AY 2004-05 vide theirorderdated 10th October 2013. On these grounds the management is positive thatrelief would be granted by the High Court.

• Sales Tax Demand for Rs. 92813759/-: The Company has filed an appeal with theAppellate Authority for waiver of interest and penalty charged. Further the Hon'ble BIFRhas given relief for demand raised by Sales Tax Department vide their order dated 10thOctober 2013. On these grounds the management is positive that relief would be granted bythe Appellate Authority.

B. Secretarial Audit report- The observations made by the Secretarial Auditors of theCompany in their report for the year ended 31st March 2018 areself-explanatory - except for observations regarding filing offorms

Chief Financial Officer and whole time Company Secretary. Below are the responses oftheManagement on the observations made by the Secretarial Auditor:-

1. Even after several efforts the Company could not find any candidate who will workas whole time Company Secretary therefore the Company had appointed a Company Secretaryon part time basis to look after compliances related to the Companies Act 2013. Howeverefforts are being made to find

2. The actions taken against the Company is due non compliance with the SEBI CircularSEBI/HO/MRD/DSA/CIR/P/2017/92 dated August 1 2017 by M/s. Comet Filament Limited aCompany promoted by the same Promoters.

3. Due to actions taken against the Company in relation to non-compliance with theaforesaid SEBI Circular by one of the Group Company i.e. Comet Filament Limited theprocess of issuance and allotment of shares to Promoter and Promoter Group on preferentialbasis for cash and pursuant to conversion of loans obtained from them is been stagnatedand no In-Principal Approval is obtained from BSE Ltd for allotment ofshares.

4. The Company shall take necessary step for filing the relevant forms and returns withthe Registrar of Companies Mumbai within the stipulated period of time to avoid anyadditional fees or penalty.

5. The Promoters and Director of the Company has taken relevant step for filing ofreturns and financials with Registrar of Companies Mumbai and has removed thedisqualification imposed on the Promoters/Directors by filing Form CODS and paymentofCondonation fees.

6. The Company shall take necessary step in future to comply with Regulation 23 of SEBI(Listing Obligation & Disclosure Requirement) Regulation 2015.

14. Share capital -

During the year the Company has not issued any shares with differential rights orsweat equity shares.

Company has neither issued any employee stock options nor has provided money forpurchase of its own shares by employees or by trustees for the benefit of employees.

However the Company has obtained the approval of shareholders of the Company underSection 42 of the Companies Act 2013 for preferential allotment of shares to promotersand promoter group for cash and pursuant to conversion of loan. Also the Company hasfiled an application to BSE Ltd for obtaining the InPrinciple Approval for allotment ofshares and the same is still pending for approval.

Further the members ofthe Company have also passed theresolution for increase inauthorised share capital of the Company from Rs.180000000/- (Rupees Eighteen Crores)divided into 18000000 Equity Shares of Rs.10/- each to Rs.220000000/- (Rupees TwentyTwo Crores) divided into 22000000 Equity Shares of Rs.10/- each.

15. Extract Of Annual Return -

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 forms part of this Annual Report as Annexure 2.

16. Conservation Of Energy Research & Development Technology Absorption ForeignExchange Earnings and Outgo

A. Conservation of energy:

The Company has always been conscious of the need for conservation of energy and energyconservation measures have been implemented at all the plants and offices of the Company.Efforts for conservation of energy in all areas are made on a continuous basishighlighting areas for the same - maximizing use of daylight using energy efficientlamps arresting leakages in compressed air piping and electrical systems. With furtherefforts towards substitution of traditional sources of energy with renewable energymeasures for efficient usage of power and investment in additional equipment for saving ofelectricity. The illustrative measures taken towards energy conservation at Units are: .

The steps taken or impact on conservation of energy:

• Installation of Energy Efficient LED Batten fittings for task lighting and LEDHigh bay for General Lighting Use of 36W x 4 T5 lamps for shop lights Installation ofLED street lights Installation of LED low bays fittings etc.

• Installation of Variable Frequency Drives (VFD) for energy saving inCompressors.

• Use of Energy Efficient Pumps Energy Efficient Compressed Air Nozzles.

• Every unit has set targets for paper power and water consumption per employeewhich is monitored on a regular basis.

• Use of motion sensors & timers for on-off control of lighting system.

• The Air Conditioners are kept at a moderate temperature and all the electricalequipments are turned off whenever they are not required by the Office Staff.

B. Technology absorption -

There is a continuing programme to enhance its range of products & allied parts tomeet the future needs of the evolving market by providing a strong proposition for itscustomers by providing multiple solutions for customer requirements.

The Company's in-house Research and Development teams during the year have continued tofocus on developing products that were indigenous intelligent and energy efficient.Continued R&D efforts of the past years put in developing Lamps and Lighting Productsalong with the electronics with higher efficiency & improved lumen output.

C. Foreign exchange earnings and Outgo-

Total Foreign Exchange Outgo is Rs. 105075/- & Earning is NIL as there are noexports during the FY 2017-18

17. Directors & Key Managerial Personnel (KMP)-

a. None of the Directors of the Company are disqualified from being appointed asDirectors as on the date of this Report in terms ofSection 164 ofthe Companies Act 2013.

b. Dr. Smt. Rochana Arvind Bharati- Director - retires by rotation at the forthcomingA.G.M. and being eligible offers herself for re-appointment.

c. Mr. Sajid Salauddin Shaikh has been appointed as Chief Financial Officer (CFO) ofthe Company w.e.f.

October 05 2017.

Apart from this there were no appointment/resignation of Directors and Key ManagerialPersonnel (KMP) during the period under review.

18. Declaration Given Bv Independent Directors U/S 149(6)

All independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) ofthe Companies Act 2013 and theprovisions ofthe Listing Regulations.

19. Board Committees -

Pursuant to the requirements of the Listing Regulations the Company has constitutedAudit committee Nomination & Remuneration Committee Stake holders' relationshipcommittee & Risk management committee.

The details of the committees & its terms of reference are set out in the CorporateGovernance Report forming part of the Board's report.

20. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholder Relationship Committee. The policy for formal evaluation of Board'sperformance is made available on the website of the Company.

21. Meetings of Board of Directors & Audit Committee Meetings -

During the year Six Board Meetings and Four Audit Committee Meetings were convened andheld the details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed underthe Companies Act 2013.

22. Vigil Mechanism:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Model Vigil Mechanism Whistleblower Policy is made available on thewebsite of the Company.

23. Company's Policy Regarding Appointment. Remuneration. Independence andQualification etc of Directors Where Nomination And Remuneration Committee Is Necessary -

Pursuant to the requirements of the Listing Regulations the Company has constitutedNomination & Remuneration Committee. The details of the committee & its terms ofreference & Policy are set out in the Corporate Governance Report forming part of theBoard's report.

24. Particulars of Loans Guarantees & Investments U/S 186 Details of Loans:

SL No Date of making loan Detail s of Borro wer Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Inter est Security
Nil

Details of Investments:-

SL No Date of investme nt Details of Investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expec ted rate of return
1 30/06/98 Starlite Lighting Ltd. 9200000 Capital for Business 06/05/98 12/05/98 Nil

Details of Guarantee/Security Provided:

Date of providing security/g uarantee Details of recipient Amount Purpose for which the security/guarantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Com missi on

Nil

25. Particulars Of Contracts & Arrangements With Related Parties U/S 188 (1)

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. The policy on RelatedParty Transactions as approved by the board is available on the Company's website. Thedetails are as per Annexure 3.

26. Managerial Remuneration As Per Sec 197 (12) Information under Rule 5 of Companies(Appointment & Remuneration ofManaqerial Personnel) Rules 2014

a. Ratio of Directors' remuneration to median remuneration of employees -

Sr. No. Name of Director & KMP Remuneration P-a. Median remuneration p.a.(based on 12 months working) Ratio Remark
1 Rochana Bharati Nil - Nil Nil
2 Arvind Bharati - M.D. 2016000 191170 10.55 Nil
3 Vijay Tiwari Nil - Nil
4 Smita Patodkar -Executive Director 1200000 191170 6.28 Nil
5 S. K. Menon Nil - Nil Nil
6 Sajid Salauddin Shaikh 688981 191170 3.60 Nil

b. Percentage increase in remuneration ofeach Director & KMP -

Sr. no. Name Designation Remuneration 16-17 Remuneration 17-185 % increase
1 Arvind Bharati M.D. 2016000 2016000 NIL
2 Smita Patodkar Executive Director 1150000 1200000 0.03%
3 Deepak Joshi CFO 674089 238090 N.A
4. Sajid Salauddin Shaikh CFO - 688981 N.A

# Mr. Deepak Joshi resigned as CFO w.e.f. August 04 2017

# Mr. Sajid Salauddin Shaikh has Appointed as CFO w.e.f. October 05 2017

c. No. of permanent employees on the roll -

The Company has 87 permanent employees of which 57 were employed throughout the year& remaining was employed for the part of the year.

d. Percentage increase/decrease in the median remuneration of employees -

There has been a increase in the median remuneration of employees compared to previousyear by 3.97%.

e. Explanation on the relationship between average increase in remuneration ofDirectors. KMP & Employees vis a vis Company performance -

Average increase in remuneration of employees & KMP is guided by factors likeeconomic growth inflation mandatory increases external competitiveness and the need fortalent retention. Remuneration is predominantly fixed in nature and attributable toemployee's skills & experience and hence a perfect correlation with companyperformance cannot be achieved.

f. Comparison of remuneration of the KMP against the performance of the Company -

The turnover of the Company in the FY 2016-17 was Rs. 602007438/- & in F.Y.2017-18 was Rs.774570659/- i.e. rise of 28.66%. There has been an increase in theremuneration paid by the Company to Directors & KMP to the extent of Rs. 64000/- perannum due to the remuneration policy adopted by the management for ensuring the growth andsustainability of the organisation. Further in comparison with the Revenue of theCompany the Remuneration of KMP also has decreased from 0.67% in 2016-17 to 0.50 % in2017-18.

g. Variation in market capitalisation price earnings ratio as at the closing date ofthe FY 2017-18 and FY 2016-17 and percentage increase or decrease in the market quotationsof the shares of the Company in comparison to the rate at which the Company came out withthe last public offer -

Sr. No. Particulars 31st March 2018 31st March 2017 % Variation
1 Market Capitalisation (Rs. In Lacs) 8387.55 8524.35 (1.60%)
2 Price Earnings Ratio (Mkt. Price/EPS) 83.13 41.89 41.24%
3 Percentage increase/(decrease) in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer (Last public issue made in 1994 @ Rs. 10/- per share of FV Rs. 10/-) 390.5% 295% 95.5%
4 Market Price 49.05 49.85 (-0.8%)

h. Comparison of remuneration of each Director and KMP against the performance of theCompanv- Turnover ofthe Company for F.Y. 2017-18 is Rs. 7745.706 lacs.

Sr. No Name Designation Remuneration Remuneration %
1 Arvind Bharati M. D. 2016000/- 0.26%
2 Sajid Salauddin Shaikh CFO 688981/- 0.09%
3 Smita Patodkar Executive Director 1200000/- 0.15%

i. The key parameters for any variable component of remuneration availed bv thedirectors - No variable component is payable to Directors.

j. The ratio of remuneration of highest paid director to that of employees who are notdirectors but receive remuneration in excess of the highest paid director during the year.

There are no such employees getting remuneration in excess of highest paid Director.

The remuneration is as perthe remuneration policy ofthe Company.

27. Particulars Of Employees -

• Following Director-Employees hold more than 2% equity -

a. Mr. Arvind Bharati - M.D. - 9.02%

b. Dr. Smt. Rochana Bharati - Director - 3.46%

• Particulars pursuant to the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

None of the employees is in receipt of remuneration exceeding Rs. 60 lakhs p.a. or Rs.5 lakh p.m. if employed for part of the year.

• Particulars of employees drawing remuneration more than the remuneration drawnby the MD.

None of the employees draw remuneration more than the remuneration drawn by the MD.

28. Development & Implementation of Risk Management Policy:

Risk management practices seek to sustain and enhance long term competitive advantageof the Company. The Board has approved and implemented Risk Management Policy with an aimto identify evaluate monitor and minimize risks that are identifiable. The RiskManagement Policy of the Company is available on the website of the Company.

29. Corporate Governance and Certificate

Your Company is committed to the tenets of good Corporate Governance and has takenadequate steps to ensure that the requirements of Corporate Governance as laid down in theListing Regulations are complied with. A separate report on Corporate Governance is beingpublished as a part of the Annual Report of the Company.

The Compliance certificate from the Auditors regarding compliance of conditions ofcorporate governance as stipulated in the Listing Regulations is annexed with theCorporate Governance Report.

30. Director's Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors to the best oftheir knowledge and belief confirm that: -

I. In the preparation of the annual accounts the applicable accounting standards havebeen followed;

II. Appropriate accounting policies have been selected and applied consistently andhave 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 as at 31st March 2018 and ofthe Profit of the Company for the year ended on 31st March 2018;

III. Proper and sufficient care has been taken for the maintenance of the adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

IV. The annual accounts have been prepared on going concern basis;

V. Internal financial controls had been laid down and that such internal financialcontrols are adequate and were operating effectively.

VI. Proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

31. Sexual Harassment OfWomen At Workplace (Prevention. Prohibition And Redressal) Act.2013

The Company has constituted an Internal Complaints Committee (ICC) for organizingworkshops and awareness programs at regular intervals for sensitizing employees on theissues and penal implications w.r.t. workplace sexual harassment. The ICC shall beresponsible for prevention and redressal of complaints if any. The ICC ensures timelysubmission of reports to the Board.

32. Listing Fees-

Your Company's shares are listed in The BSE Limited Mumbai and the Annual Listing feesfor the year under review have been paid.

33. GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in CorporateGovernance" by allowing service of documents by a Company to its Members throughelectronic mode. The move ofthe Ministry allows public at large to contribute to the greenmovement.

Keeping in view the underlying theme the Company will continue to send variouscommunications and documents like notice calling general meetings audited financialstatements directors' report auditor's report etc. in electronic form to the emailaddress provided by the members to the Depositories or to the Company.

To support this green initiative in full measure members who have not registered theirE-mail address and PAN Number so far are requested to register their E-mail address andPAN Number in respect of electronic holdings with the Depository through their concernedDepository Participant. Members who hold shares in physical form are requested to filltheir e-mail address and PAN Number for our records in the registration form which can bedownloaded from the Company's website for sending the documents in electronic form or elsesend a request letter directly to the Company mentioning their E-mail address and PAN No.along with self attested copy of their PAN Card.

34. DEMATERIALIZATION OF SHARES

Shareholders are requested to convert their physical holding to demat/electronic formthrough any of the Depository Participants to avoid any possibility of loss mutilationetc. of physical share certificates and also to ensure safe and speedy transaction insecurities.

35. Acknowledgements:

The Directors greatly value the support and co-operation received during the year fromthe Company's Bankers Statutory Authorities and all organizations connected with itsbusiness. The Directors also take pleasure in commending the valuable contributions madeby the Company's employees at all levels during the year under review.

Place: - Nasik

By order of the Board of Directors

Date: - September 05 2018.
Sd/- Sd/-
Dr. Smt. Rochana Bharati Mr. Arvind Bharati
(Chairperson) (Managing Director)
DIN-00163408 DIN -00148830