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Tiaan Ayurvedic & Herbs Ltd.

BSE: 540108 Sector: Others
NSE: N.A. ISIN Code: INE864T01011
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NSE 05:30 | 01 Jan Tiaan Ayurvedic & Herbs Ltd
OPEN 28.90
PREVIOUS CLOSE 27.75
VOLUME 2
52-Week high 125.90
52-Week low 19.20
P/E 16.51
Mkt Cap.(Rs cr) 15
Buy Price 27.00
Buy Qty 100.00
Sell Price 28.70
Sell Qty 50.00
OPEN 28.90
CLOSE 27.75
VOLUME 2
52-Week high 125.90
52-Week low 19.20
P/E 16.51
Mkt Cap.(Rs cr) 15
Buy Price 27.00
Buy Qty 100.00
Sell Price 28.70
Sell Qty 50.00

Tiaan Ayurvedic & Herbs Ltd. (TIAANAYURVEDIC) - Director Report

Company director report

To

The Members

Tiaan Ayurvedic & Herbs Limited

Your Directors are pleased to present their 26th Annual Report and theaudited Financial Statement for the year ended 31st March 2018.

1. Financial Statements (Rs. In Amount)

Particulars (in Rupees) (in Rupees)
Current Year Previous
2017-18 Year
2016-17
Total Income 102172014 5321225
Total Expense 97228507 4050805
Profit before Finance Cost and Depreciation 4943507 1270420
Less : Finance Cost -- --
Profit before Depreciation 4943507 1270420
Less : Depreciation 680083 862100
Profit/(Loss) before Tax 4263424 408320
Provision for Tax
Current Tax 1236892 122496
Deferred Tax - -
Balance of Profit/(Loss) for the year 3026532 285824
Earning per equity share: 0.975 0.09
Basic & Diluted (Rs.10/- each)

2. Performance Review:

The revenue for the current financial year increased to 1021.72 lakh compare toprevious year 53.21 lakh mainly due to expanding market size and better marketing efforts.The net profit after tax increase to 30.27 lakh compare to 2.86 lakh. The company intendsto position itself as a leading player in the Ayurvedic products market - personal careand wellness as well as health and hygiene. There exists significant potential in thedistribution market and the company expects good traction here. We propose to sellproducts across all age groups to urban semi urban and rural customers enhancing ourreach across the country. Our belief is that setting up a strong distribution network willbe a key driving force for the company. We propose to mobilize a channel partner networkthat will enhance our distribution. The company lays emphasis on personal care productssuch as Ayurvedic soaps creams scrubs facial care products and shampoos to helpconsumers live a healthier life. Our health and nutrition products will enable a chemicalfree lifestyle for consumers. We believe that Ayurveda is a need of the hour given theextent of likely damage that chemical based products cause to human health.

3. Dividend

With a view to conserve resources your Directors have thought it prudent not torecommend any dividend for the financial year under review.

4. Transfer to General Reserve

A sum of Rs. 3026532 has been transferred to the General Reserves of the company.This reflects well on the financial strength of the Company.

5. Change in the nature of business

There is no Change in the Business of the Company during the year.

6. Shifting of Registered office and Open Corporate office in Mumbai

With change of Object during previous financial year it was eminent to change the placeof Registered Office which may be suitable for working condition looking at the nature ofbusiness. The company’s registered office was shifted to main business hub ofVadodara (405 Patel Ashwa Megh Complex Jetalpur Road Sayajigunj Vadodara).

During the year under review company has started its Corporate office at: 703 PurvaPlaza Shimpoli Road

Boriwali (W) Mumbai 400 053. The corporate office is now further moved to Unit No.6106‘" Floor A wing in Crystal Plaza Premises Co-Operative Society Ltd; OppInfinity Mall New Link Road Andheri (West) Mumbai.

Company’s Accounts are generally maintained at the corporate office situated atMUMBAI.

7. Significant and Material Orders Passed by the Regulators or Courts

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

8. Subsidiary Companies

During the year under review the Company does not have any subsidiary company.

9. Adequacy of internal financial controls

The Company has in placed adequate and effective Internal Financial Controls withreference to financial statements. During the year such controls were tested and upgradedand no reportable material weaknesses in the design or operation were observed.

10. Particulars of Loans Guarantees or Investments

During the year under review your Company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advancesenvisaged in a contract of supply of materials if any;

b) given any guarantee or provided security in connection with a loan to any other bodycorporate or person; and

c) acquired by way of subscription purchase or otherwise the securities of any otherbody corporate.

11. Particulars of Contracts or Arrangements with Related Parties

No related party transaction(s) entered into during the financial year. The Company hasnot entered into any contract arrangement or transaction with any related party whichcould be considered as material as defined under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Board has approved a policy for related party transactions which has been uploadedon the website of the Company (www.tiaanonline.com).

As there are no related party transaction(s) during the year the no approval of AuditCommittee as well as the Board required to be obtained.

Related party transactions under Accounting Standard AS 18 are disclosed in the notesto the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) ofsub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014 is furnished as Annexure A to this report.

12. Directors’ Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) in the preparation of annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at March 31 2018 and of the Profit of the Companyfor the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a ‘going concern’ basis ;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

13. Directors and Key Managerial Personnel

Mr. Ranjitmal Rathod : Managing Director (w.e.f. 18/05/2017)
Mr. Rakesh Nizare : Non Executive Director (upto 13/04/2018)
Mr. Sanjay Patel : Non Executive Independent Director (w.e.f. 14/04/2018)
Mr. Satish Bhagat : Non Executive Independent Director (w.e.f. 18/10/2017)
Mrs. Kajal Jain : Non Executive Independent Director (w.e.f. 24/05/2018)
Dr. Ashwini Ghogale : Non Executive Independent Director (upto 24/04/2018)
Dr. Samadhan Kharate : Non Executive Independent Director (w.e.f. 22/05/2017)

Key Managerial Personnel

Mr. Nitin Mistry appointed as Company Secretary & Compliance Officer of the Companywith effect from 01st June 2017.

Mr. Ranjitmal Rathod : Managing Director
Mr. Vinod Sarda : Chief Financial Officer
Mr. Nitin Mistry : Nitin Mistry

None of the Company’s directors are disqualified from being appointed as adirector as specified in Section 164 of the Act.

Brief profiles of the Directors proposed to be appointed/re-appointed are annexed tothe Notice convening Annual General Meeting.

14. Declaration by Independent Directors

The Company has received necessary declarations from all Independent Directors of theCompany confirming that they meet the criteria of independence laid down in Section 149(6)of the Companies Act 2013 as well as under Regulation 25 and 16(1)(b) of SEBI (LODR)Regulations. There has been no change in the circumstances which may affect their statusas independent director during the year.

15. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeesattendance prior study of materials given participation at the meetings level andeffectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the Individual

Directors on the basis of the criteria such as the contribution of the individualDirector to the Board and Committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-executiveDirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the Independent Director being evaluated.

16. Familiarization Program for the Independent Directors

In compliance with the requirements of SEBI Regulations 2015 the Company has put inplace a familiarization programme for the Independent Directors to familiarize them withtheir role rights and responsibilities as Directors the working of the Company natureof the industry in which the Company operates business model etc.

17. Policy on Directors’ Appointment and Remuneration and other details

The Nomination and Remuneration Committee has laid down the criteria for Directorsappointment and remuneration including criteria for determining qualification positiveattributes and independence of a Director. The following attributes/criteria for selectionhave been laid by the Board on the recommendation of the Committee:

• the candidate should possess the positive attributes such as leadershipentrepreneurship business advisor or such other attributes which in the opinion of theCommittee are in the interest of the Company;

• the candidate should be free from any disqualification as provided underSections 164 and 167 of the Companies Act 2013;

• the candidate should meet the conditions of being independent as stipulatedunder the Companies Act 2013 and Listing Agreement entered into with Stock Exchanges incase of appointment as an independent director; and

• the candidate should possess appropriate educational qualification skillsexperience and knowledge in one or more fields of finance law management salesmarketing administration corporate governance technical operations infrastructure orsuch other areas or disciplines which are relevant for the Company’s business.

18. Number of Meetings of the Board

During the year under review Five (5) Meetings of the Board of Directors were held on13th May 2017 10th August 2017 28th September 2017 14th November 201712th February 2018.

19. Extract of Annual Return

As provided under Section 92(3) of the Act the extract of annual return is given in AnnexureB in the prescribed Form MGT-9 which forms part of this report.

20. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down underSection 177 of the Companies Act 2013 read with Regulation 18 of Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirement) Regulation 2015 in theterms of reference to the Audit Committee.

Name of Member Designation Nature of Directorship
Samadhan kharate Chairman Non-Executive Independent Director
Rakesh nizare Member Non-Executive Non Independent Director
Ashwini ghogale Member Non-Executive Independent Director

21. Material Changes and Commitments if any affecting the Financial position of theCompany which have occurred between the end of Financial Year of the Company to which theFinancial Statement relate and the date of the Report

There were no material changes and commitments that have affected the financialposition of the Company which have occurred between the financial year ended on 31stMarch 2018 and the report dated 14th August 2018.

22. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosures Requirements) Regulation 2015 the Management Discussion and Analysis has beengiven hereunder

a. Industry Scenario/India key market trends :

Increasing health and beauty concerns and high demand of skin care products byconsumers’ have a significant impact on this market. With recent innovative productswith better formulation attract wide range of consumers. Technological strides and a keenfocus on R & D has supported in fueling up the market share of Ayurvedic health careproducts in domestic as well as the global market. While most e-commerce platforms canexpect a seven to ten-fold increase in revenue generation the growth rate for the onlineAyurveda segment is pegged to be higher.

Increasing awareness of benefits of Ayurvedic products government initiatives toencourage their usage rising purchasing power to drive demand for Ayurvedic products inIndia. Ayurvedic cosmetics & skin care products is likely to boost the market over thenext five years. Moreover rising health concerns and awareness of side-effects ofallopathy are few of the major factors driving consumer preference for Ayurvedic productsin the country. Rising number of exclusive showrooms and increasing availability ofAyurvedic products at multi-branded stores is also boosting sales of Ayurvedic products inthe country. The e-commerce market for Ayurveda will not only ride the digital growth wavethanks to increased digital penetration through better internet access improved securityof payments gateways m-commerce adoption and Cash on Delivery (CoD) options but willalso benefit from changes in consumer behavior.

What most important drawback is lack of qualified traditional Ayurveda practitioners.The WHO recommends a doctor to patient ratio of 1:1000 but when we look at data providedby the Ministry of AYUSH we find that the country has 0.3 Ayurveda doctors for every 1000patients! This basically means that demand far exceeds supply. Although there has beengrowing consumer demand for Ayurvedic products thanks to increased awareness aboutpreventive and natural care and the efforts of the Ministry of AYUSH there are still anumber of barriers to Ayurveda’s adoption and growth. Commercial importance of theherbal industry has been greatly recognized by the Indian business community whichstriving towards becoming a global leader in this sector. The uniqueness of Ayurveda asan alternative system of medicine and that of many herbal products of Indian origin; havea cutting edge to win over a specific share of the world market.

b. Opportunities and Threats :

Ayurveda which had been relegated to the fringes is once again gaining globalprominence in the health care space. Increasing health and beauty concerns and high demandof skin care products by consumers’ have a significant impact on this market.Technological strides and a keen focus on R & D has supported in fueling up the marketshare of Ayurvedic health care products in the global market. Players emphasize onlaunching unique products to suffice the trending demand from the consumers’ sidewhich has also led to increased sale of the product. Increasing population of womenadopting natural and minimal makeup trends have been increasing the sale of AyurvedicProducts globally.

There’s now a dramatic shift in the market with more consumers moving online andmany finding easier access to Ayurvedic and other natural products. Over the past year atall Ayurveda we have already witnessed a 30% month on month increase in traffic hittingall time high page views on month to month passes. It therefore comes as no surprise thatthe projected Ayurvedic products market growth for the next few years at a CAGR of 16%.Considering that Ayurveda e-commerce is still in its nascent stages this market space isonly likely to expand further in the coming years.

Some of the threats include Indian habits where the report shows lesser populationstill not fully convinced with ayurvedic products as alternate medicines. The activecomponents of the herbal drugs prescribed were not known and even today many drugs stillneed further exploration for their active constituent characterization and elucidation ofthe mechanism of action. Several issues like the variation in the potency due todifference in species absence of an integrated coding for every species used commonly inTSMs varying geographical location of growth and incorrect identification andadulteration of drugs non-uniform quality control standards differences in processingmethods.

c. Projects and Outlook :

Indian market for ayurvedic products is anticipated to grow at a quick rate over thecoming years. Organic skincare products are achieving fast grip in India and the market isanticipated to expand even further. In addition to expanding consumer base anti-ageingand anti-wrinkle creams are anticipated to fuel the market growth. The focus of themanagement is to create brand name for their products considering keen competitionsprevailing in the ayurvedic market. There exists significant potential in the distributionmarket and the company expects good traction here. We propose to sell products across allage groups to urban and rural area enhancing our reach across the country. Our belief isthat setting up a strong distribution network will be a key driving force for the company.We propose to mobilize a channel partner network that will enhance our distribution. Thecompany lays emphasis on personal care products such as Ayurvedic soaps creams scrubsfacial care products and shampoos to help consumers live a healthier life. Our health andnutrition products will enable a chemical free lifestyle for consumers.

The management is conscious about the changing scenario in industry and review takeplace regularly.

d. Risks and concerns: i. Brand -Image : Looking at the new productsrange which likely to introduce in next two financial years and availability ofcompetitive products with better brand name acceptance of new name may be a tough job. ii.Higher Investment: Being a lesser known brand company would definitelyrequired to invest heavily behind advertisement better marketing strategies easyaccessibility including e-commerce if it wants to become big in herbal space. ii.Risk related of Raw Materials: Risks associated with key procurement relationshipsinclude: a. the availability of raw materials more particularly availability of qualityproducts ; b. the price of raw materials may be subject to material changes in worldwidePricing levels; c. input costs such as freight and electricity may be inconsistent orprices may increase; and d. key supplier relationships may be lost or impaired contractsrenewed on

However the Company plans well in advance to procure the raw materials and purchasesits Raw Materials from the domestic reputed supplier located in different parts of thecountry to mitigate risk relating to availability of raw materials.

e. Internal Control System and their Adequacy:

The Company has adequate internal control systems including suitable monitoringprocedures commensurate with its size and the nature of the business. The internal controlsystems provide for all documented policies guidelines authorisation and approvalprocedures. The statutory auditors while conducting the statutory audit review andevaluate the internal controls and their observations are discussed with the Auditcommittee of the Board.

The Company’s internal control systems are supplemented by periodic reviews by theManagement. The Audit Committee reviews its findings and recommendations at periodicintervals. Company’s internal control system is adequate considering the nature sizeand complexity of its business.

f. Human Resources/Industrial Relations:

Employees are our greatest strength and the foundation of our Company. They play apivotal role in offering better product quality design and services to our customer. Weensure that employees gain ample opportunities for personal and professional growth. Highquality recruitment supports the talent management practices of the Company. To augmentthe journey of internationalization of the Company and create a multicultural work forcestrengthening leadership cadre with appropriate domain competencies has been done. TheCompany continues to foster a high performance culture by recognizing good performers andproviding them with career enhancing opportunities. Several HR initiatives have been takenfor the strategic alignment of the HR function with the business objectives. Theseinitiatives encompass employee engagement learning & development besides improvedinternal communication mechanism with employees.

g. Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Company’sobjectives projections estimates expectations may be ‘forward lookingstatements’ within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatcould make a difference to the Company’s operations include financial position of thecompany economic conditions affecting demand / supply price conditions in the domesticand overseas market in which the company operates changes in the government regulationstax laws and other statutes.

23. Risk Management

The Company has in place a Risk Management Policy pursuant to Section 134 of theCompanies Act and Regulation 21 of SEBI (LODR) Regulations. It establishes various levelsof accountability and overview within the Company while vesting identified managers withresponsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices inthe Company in the areas of risk identification assessment monitoring mitigation andreporting. Through this program each Function carried on works addresses opportunitiesand risks through a comprehensive approach aligned to the Company’s objectives. TheCompany has laid down procedures to inform the Audit Committee as well as the Board ofDirectors about risk assessment and management procedures and status.

This risk management process which is facilitated by internal audit covers riskidentification assessment analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlightsrisks associated with chosen strategies. The major risks forming part Risk Managementprocess are linked to the audit.

The Audit Committee of the Board of the Company has been entrusted with the task toframe implement and monitor the risk management plan for the Company and it isresponsible for reviewing the risk management plan and ensuring its effectiveness with anadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

24. Corporate Social Responsibility (CSR)

The Company has already constituted a Corporate Social Responsibility (CSR) Committeein accordance with Section 135 of the Companies Act 2013.

For the Company Social Responsibility is a key element of accountability and it willcontinue to strive in its behavior and actions to surpass the levels of minimum statutorycompliance. The Company believes in the sustainable growth and prosperity of itsstakeholders and views its responsibilities not only as business responsibilities but asEthical and Social as well.

The CSR policy of the Company is placed on the website of the Company(www.tiaanonline.com)

However in view of inadequate profit the company has not pursued any initiative onCSR activities.

25. Safety Environment and Health

The Company’s commitment to excellence in Health and Safety is embedded in theCompany’s core values. The

Company has a stringent policy which drives all employees to continuously break newground in safety management for the benefit of people property environment and thecommunities where we operate on sites.

The Company respects human rights values its employees and their communities. TheCompany considers safety environment and health as the management responsibility. Regularemployee training programmes are in place throughout the Company on Safety Environmentand Health and has well identified and widely covered safety management system in placefor ensuring not only the safety of employees but surrounding population of the works aswell.

26. Policy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. All employees of theCompany those of contractors as well as trainees are covered under this Policy. Thepolicy of the Company is placed on the website of the Company (www.tiaanonline.com)

No complaint was received from any employee during the financial year 2017-2018 andhence no complaint is outstanding as on 31.03.2018 for redressal.

27. Vigil Mechanism/ Whistle Blower Policy

There is a Whistle Blower Policy in the Company and that no personnel have been deniedaccess to the Chairman of the Audit Committee. The policy provides for adequate safeguardsagainst victimization of persons who use vigil mechanism. The Whistle Blower Policy isposted on the Company’s website www.tiaanonline.com

28. Code of Conduct

The Board has laid down a code of conduct for board members and senior managementpersonnel of the Company. The code incorporates the duties of independent directors aslaid down in the Companies Act 2013. The said code of conduct is posted on Company’swebsite www.tiaanonline.com. The Board members and senior management personnel haveaffirmed compliance with the said code of conduct.

29. Prevention of Insider Trading

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI(Prohibition of Insider Trading) Regulations 2015. The same has been placed on thewebsite of the Company www.tiaanonline.com. All the Directors senior management employeesand other employees who have access to the unpublished price sensitive information of theCompany are governed by this code. During the year under Report there has been duecompliance with the said code of conduct for prevention of insider trading.

30. Significant and Material Orders passed by the Regulators or Courts

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the company and its futureoperations.

31. Corporate Governance

As per SEBI LODR Compliance with the provisions of regulation 17 through 27 andclauses (b) to of sub regulations 46 and Para C D and E of schedule V is not mandatoryfor the time being in respect of the following class of Companies: a) Companies havingpaid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25Crore as on the last day of previous financial year; b) The listed entity which haslisted its specified securities on the SME Exchange;

As such our Company falls in the ambit of aforesaid exemption Consequently CorporateGovernance does not forms part of the Annual Report for the Financial Year 2017-18.However the Company is following industry best corporate governance standards.

32. Human Resources

The human resource plays a vital role in the growth and success of an organization. TheCompany has maintained cordial and harmonious relations with employees across variouslocations.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

33. Deposits from Public

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

34. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Technology absorption: NIL

Foreign Exchange earnings and outgo: NIL

35. Particulars of Employees and Remuneration

Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules no employee of the Company was paid remuneration exceedingthe prescribed limits during the financial year 2017-2018.

36. Insurance

All the properties and insurable interests of the Company including buildings Plants& Machineries and Stocks have been adequately insured.

37. Share Capital

The paid-up equity share capital of the Company as at 31st March 2018 is Rs.31038000. The Company currently has no outstanding shares issued with differentialrights sweat equity or ESOS.

38. Auditors

Statutory Auditors:

M/s. Mehul M. Shah Chartered Accountants were appointed as the statutory auditors ofthe Company for a period of five years at the Annual General Meeting (AGM) of the Companyheld on 28th September 2017 to hold office from the conclusion of 25th AGMtill the conclusion of 30th AGM to be held in 2022. As per the provisions of Section139(1) of the Act their appointment for the above tenure is subject to ratification bymembers at every AGM.

Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 26th AGM.

The Auditors’ Report read with the notes to the accounts referred to therein areself-explanatory and therefore do not call for any further comments. There are noqualifications reservations or adverse remarks made by the Auditors.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Mr. Suhas

Bhattbhatt of M/s. S Bhattbhatt & Co Practicing Company Secretaries to undertakethe Secretarial Audit of the Company for the year ended March 31 2018. The SecretarialAudit Report is annexed as Annexure C.

Cost Auditors:

Your Company does not require to get its cost records audited by the qualified CostAuditors in view of non applicability No appointment of Cost Auditors has been made.

39. Acknowledgement

The Board places on record its deep appreciation for the continued support receivedfrom various clients vendors and suppliers and Bankers Government Authorities Employeesat all levels and Stakeholders in furthering the interest of the Company.

For and on behalf of the Board of Directors
Date: 14-08-2018 Ranjitmal Rathod
Place: Vadodara Chairman & Managing Director

ANNEXURE A TO THE BOARD’S REPORT

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.

(i) Details of contracts or arrangements or transactions NOT at arm’s lengthbasis:

Name(s) of the related party and nature of relationship Nature of contracts/ arrangem ents/ transacti- ions Duration of the Contracts / arrangements/ transactions Salient terms of the contracts or Date(s) of approval by the Board Amount paid as advance if any Date on which the special resolution was passed in General Meeting as required under first proviso to Section 188.
Arrangements or Transactions including value if any
Not Applicable

(II) Details of material contracts or arrangement or transactions at arm’s lengthbasis:

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements / transactions Duration of Contracts / arrangemen ts / transaction s Salient terms of the contracts or arrangements or transactions including the value if any per annum Date(s) of approval by the Board Amount paid as advances if any Date on which the special resolution was passed in General Meeting as required under First proviso to Section 188.
Ranjitmal Rathod Salary 3 Years Rs.600000/- Not Applicable None Not Applicable

 

For and on behalf of the Board of Directors
Date: 14-08-2018 Ranjitmal Rathod
Place: Vadodara Chairman & Managing Director