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Tips Industries Ltd.

BSE: 532375 Sector: Media
NSE: TIPSINDLTD ISIN Code: INE716B01011
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OPEN 63.85
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VOLUME 7300
52-Week high 151.90
52-Week low 57.50
P/E 41.52
Mkt Cap.(Rs cr) 96
Buy Price 61.10
Buy Qty 1000.00
Sell Price 62.70
Sell Qty 1700.00
OPEN 63.85
CLOSE 65.80
VOLUME 7300
52-Week high 151.90
52-Week low 57.50
P/E 41.52
Mkt Cap.(Rs cr) 96
Buy Price 61.10
Buy Qty 1000.00
Sell Price 62.70
Sell Qty 1700.00

Tips Industries Ltd. (TIPSINDLTD) - Director Report

Company director report

To

The Members

Tips Industries Limited

Your Directors are pleased to present the 22nd Annual Report on the businessand operations of the Company together with the Audited Financial Statements for thefinancial year ended March 312018. The Management Discussion and Analysis is alsoincluded in this Report.

OVERVIEW OF THE ECONOMY

India has emerged as the fastest-growing major economy in the world as per the CentralStatistics Organization (CSO) and International Monetary Fund (IMF) and it is expected tobe one of the top three economic powers of the world over the next 10-15 years backed byits strong democracy and partnerships. India's GDP is estimated to have increased to 6.6percent in FY 2017-18 and is expected to grow at 7.3 percent in FY 2018-19.

The calendar year 2017 was a great year for the Indian economy. Retail inflation wasthe lowest in almost four decades the rupee strengthened against the US dollar for thefirst time in seven years and several reforms such as the Goods and Services Tax (GST)recapitalization of banks and the Insolvency and Bankruptcy Code were implemented. Afterenjoying the status of the world's fastest- growing major economy for a couple of yearsIndia was overtaken by China in 2018.

THE INDIAN MEDIA AND ENTERTAINMENT INDUSTRY

The Year 2017 has been an eventful year for the Indian Media & Entertainment(M&E) industry. The Indian M&E industry witnessed another year of all-roundgrowth. The Indian M&E sector reached '1.5 trillion (USD 22.7 billion) in 2017 agrowth of almost 13 percent over 2016 according to FICCI-KPMG Report.

Segment CY2016 CY2017 CY2018E CY2020E CAGR 2016 - 20
Television 594 660 734 862 9.8%
Print 296 303 331 369 5.7%
Filmed entertainment 122 156 166 192 11.9%
Digital media 92 119 151 224 24.9%
Animation and VFX 54 67 80 114 20.4%
Live events 56 65 77 109 18.0%
Online gaming 26 30 40 68 27.5%
Out of Home media 32 34 37 43 7.7%
Radio 24 26 28 34 8.6%
Music 12 13 14 18 10.6%
Total 1308 1473 1660 2032 11.6%

All figures are gross of taxes (Rs. . in billion)

Source: KPMG India - FICCI Media and Entertainment Report 2017

Television continued its strong run on the back of digitization of television homesand tent-pole properties like the IPL and non-fiction programming particularly inregional languages. The film segment also led on the growth mainly due to theinternational revenues generated by Indian films and increased technical competence in thesegment with higher investment in VFX Animation and Post production in lines with globaltrends.

Print accounted for the second-largest share of the Indian M&E sector growing at 3percent to reach '303 billion in 2017. The Events segment continued its strong runsupported by increased below- the-line spends across Tier II and III cities growth insports events premium properties and activations.

The advent of large OTT platforms in India such as Google Netflix Amazon Eros NowJio Cinema etc. have significantly increased the demand for films' digital rights.Digital revenue generated '8.5 billion for the film segment in 2017 an increase of 40percent over 2016. Netflix has grown from zero to more than 117 million streamingcustomers globally over the last decade.

India has now overtaken the US to become the world's second-largest smartphone marketafter China. The continuous growth of digital infrastructure and positive policyimplementations by the Government have paved the way for the future growth of digitalmusic. 93 percent of people reported using mobile devices for music consumption in 2017 arise from 85 percent in 2016 according to the Report.

• FILM

According to FICCI-KPMG Report the Indian film industry witnessed a growth of 27percent due to a combination of high growth in overseas theatrical releases (particularlyin China) growth in satellite rights values and domestic box office collections. Allsub-segments with the exception of home video grew and the film segment reached '156billion in 2017. The success in international markets indicates a promising future.

Revenues 2016 2017 2018E 2020E
Domestic theatricals 85.6 96.3 103.0 118.0
Overseas theatricals 8.5 25.0 25.0 28.0
Broadcast rights 16.0 19.0 20.0 22.0
Digital/OTT rights 6.0 8.5 10.0 14.5
In-cinema advertising 5.9 6.4 7.5 9.0
Home Video 0.4 0.3 0.2 0.2
Total 122.4 155.5 165.7 191.7

(Gross of taxes Rs. in billion)

Source: KPMG India - FICCI Media and Entertainment Report 2017

The Indian film production industry has immensely benefited over the past decade due tomultiplex proliferation decline in piracy due to digitized delivery and growth ofregional cinema. Digital movie rights and international box office revenue streams havesignificantly strengthened the economics for Indian movie producers. However the domestictheatrical collection has been growing at a slower pace even as multiplexes continue toexpand. While on the one hand top movies are taking away a larger share on the otherniche content is getting wider acceptance from the

audience. For some small budget niche movies revenue from the sale of digital rightsis now equivalent to the box office collections.

As per the Report the biggest grosser for the year 2017 was Baahubali 2: TheConclusion which was a Tamil-Telugu bilingual dubbed in Hindi. Tiger Zinda Hai GolmaalAgain Judwaa 2 Toilet Ek Prem Katha Fukrey Returns and Badrinath Ki Dulhania were thebig hits for Bollywood in 2017. The top 50 films contributed approximately 97.75 percentof the total net box office collection. Box office collections of the top 50 films grew by11.60 percent in 2017. Further the number of films crossing the '1 billion mark in termsof net box office has also increased in the year 2017 as compared to the previous years.

Number of Hindi films crossing Rs. 1 billion in their domestic box office collections

Source: KPMG India - FICCI Media and Entertainment Report 2017

• MUSIC

I ndia is one of the countries where digital music sales have overtaken physical sales.Rising smartphone penetration affordable mobile data and the growing adoption of musicstreaming platforms have been the driver for the music industry's growth. As per theReport of Media and Entertainment Industry sales of digital music through digitalchannels account for approximately 65 percent of overall music sales in India in 2017.

According to the FICCI-KPMG Report the paid subscriber penetration among online musicusers is expected to increase to 5 percent and the number of online music listeners inIndia is projected to reach 273 million by 2020. India is estimated to have 481 millioninternet users with a 65 percent urban penetration and 20 percent rural penetration. Theincreasing penetration of private FM radio stations will increase music consumption andincrease revenues accordingly. YouTube is one of the most viewed platforms for music.Music videos have the highest viewership on YouTube as compared to other genres with over3 billion views.

The internet was not good for the music business due to piracy but it does drivestrength for the broader video entertainment business around the world.

BUSINESS OVERVIEW

Tips Industries Limited (TIPS) one of the most renowned entertainment companies isengaged in the business of Production and Distribution of films and leveraging its Audiocontent digitally in India and overseas. Mr. Kumar Taurani and Mr. Ramesh Taurani theco-founders of TIPS are well-known names in the Indian M&E space with a proven trackrecord of producing films that have a wholesome entertainment for the entire family. TIPSalso has one of the largest and diversified music libraries with a collection of over25000 songs across all genres and major languages. The Company is also a leading producerof Punjabi films in the country.

With the increased penetration of smartphones and internet to rural areas there hasbeen an increase in rural population as potential customers. As a result most digitalmusic companies in India are looking to develop/invest in the regional content library.

Revenue breakdown for the Music Industry

Source: IFPI Global Music Report2017

Despite the high level of consumption the music industry accounts for less than 1percent of the Indian M&E Industry. Revenue leakages through piracy the steadydecline of physical formats disintermediation due to the emergence of new media priceerosion due to disintermediation and high content- acquisition costs have been roadblocksin the industry's growth.

FINANCIAL RESULTS

The Company earned total revenue including other income of '4992.85 lakh as compared tothe previous year of '6642.26 lakh. The net profit after tax for the year stood at '312.87lakh as compared to '299.02 lakh in the previous year.

The highlights of the Financial Results of the Company for the year under review alongwith the figures for the previous year are as follows:

(Rs. in Lakh)

Particulars 2017-18 2016-17
Income 4992.85 6642.26
Profit/(Loss) before Depreciation Interest Provision for Contingencies and Taxation 1202.69 1601.70
Less: Depreciation and Interest 802.64 1171.04
Profit/(Loss) before Provision for Taxation Extraordinary and Prior Period year items 400.05 430.66
Less: Provision for Taxation
Current Tax 87.18 88.20
Wealth Tax 0.00 0.00
Taxes in respect of earlier years 0.00 43.44

(Rs. in Lakh)

Particulars 2017-18 2016-17
Profit/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items 312.87 299.02
Less: Prior Period Expenses 0.00 0.00
Profit/(Loss) after Taxation 312.87 299.02
Add: Balance Brought Forward 2721.66 2606.65
Profit/(Loss) after Taxation available for Appropriation 3034.53 2905.67
Transfer to General Reserves 0.00 15.00
Share Capital 1431.87 1431.87
Reserves & Surplus 5535.87 5370.36

PERFORMANCE REVIEW

One of the much-awaited multi-starrer action thriller film "Race 3" is underadvanced stages of production in the year which is produced under the banner of TipsIndustries Limited & Salman Khan Films and directed by Remo D'Souza the film featuresSalman Khan Anil Kapoor Bobby Deol Jacqueline Fernandez Daisy Shah and others. Race 3is expected to hit the silver screens on Eid June 15 2018.

The music library of the Company is one of the most exhaustive in the industrycomprising a collection of over 25000 songs which are available for streaming anddownload across the leading industry digital marketplaces like iTunes and Google Play aswell as popular streaming platforms like Saavn and Gaana. The music revenue for FY 2017-18was '4258.91 lakh as compared to '3195.18 lakh in the previous year.

DIVIDEND AND RESERVES

The Directors recommend a final dividend of 10 percent i.e. '1.00/- (one rupee) pershare on fully paid-up Equity Share of '10/- each of the Company. The Board of Directorshas not recommended transfer of any amount to General Reserves and amount of '2887 lakhis retained in the Profit and Loss Account.

SHARE CAPITAL

The paid-up Equity Share Capital as of March 31 2018 stood at 14318659 EquityShares.

During the year under review there is no change in the share capital of the Companythe Company has not issued shares with differential

voting rights nor has granted any stock options or sweat equity. As of March 31 2018none of the Directors of the Company hold instruments convertible into equity shares ofthe Company.

REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary associate and joint venture company.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on Corporate Governancealong with a certificate from the Auditors on its compliance forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Director Retiring by Rotation

In terms of Section 152 of the Companies Act 2013 Mr. Ramesh Taurani Director of theCompany is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. The Board recommends the same for yourapproval.

• Re-appointment of Managing Directors

The Board of Directors of the Company on the recommendation of the Nomination andRemuneration Committee at their Meeting held on May 28 2018 approved the re-appointmentof Mr. Kumar Taurani as Chairman and Managing Director and Mr. Ramesh Taurani as ManagingDirector for a period of three years with effect from June 1 2018. The Board recommendsthe reappointment of Managing Directors for your approval.

• Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

• Key Managerial Personnel

Mr. Kumar Taurani Chairman and Managing Director; Mr. Ramesh Taurani ManagingDirector; Mr. Ishwar Gursahani Chief Financial Officer and Ms. Bijal Patel CompanySecretary are the Key Managerial Personnel of the Company.

During the year under review there was no change in the Key Managerial Personnel ofthe Company.

The Board of Directors at their meeting held on May 28 2018 has appointed Mr. SunilChellani as Chief Financial Officer of the Company w.e.f. June 1 2018 in place of Mr.Ishwar Gursahani who has tendered his resignation from the position of Chief FinancialOfficer of the Company w.e.f. closure of business hours of May 312018.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out performanceevaluation. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the Annual Accounts for the year ended March 31 2018the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

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 as at March 31 2018 and of the profitof the Company for the year ended on that date;

c. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. t he annual accounts have been prepared on a going concern basis;

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

f. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

DETAILS OF BOARD AND COMMITTEE MEETINGS

• Board Meetings

The Board of Directors of the Company met four times during the financial year i.e.from April 1 2017 to March 31 2018 on May 30 2017 September 13 2017 November 292017 and February 2 2018. Details of the Board Meetings and attendance of the Directorsare provided in the Corporate Governance Report which forms part of this Annual Report.

• Committees of the Board

With a view to having a more focused attention on the business and for bettergovernance and accountability the Board has constituted the Committees viz. AuditCommittee Stakeholders' Relationship Committee Nomination and Remuneration CommitteeCorporate Social Responsibility Committee and Buyback Committee.

The details with respect to the compositions roles terms of reference etc. ofrelevant committees are provided in the Corporate Governance Report of the Company whichforms part of this Annual Report.

AUDITORS

• Statutory Auditors

M/s. SSPA & Associates Chartered Accountants (Firm Registration No. 131069W) werere-appointed as the Statutory Auditor of the Company at the 21st AGM held onSeptember 13 2017 to hold the office till the conclusion of 23rd AGM subjectto ratification by the members at every Annual General Meeting.

However in accordance with the Companies Amendment Act 2017 enforced on May 7 2018by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting. Hence M/s. SSPA & Associatesshall continue as Statutory Auditors for the remaining

period of the term until the conclusion of the 23rd Annual General Meetingof the Company.

In the opinion of the Directors the notes to financial statement are self-explanatoryand adequately explain the matters which are dealt with within the Auditors' Report. Incase of the qualified opinion of the Auditors with respect to non-recognition of deferredtax explained in Note No. 34(15) of the notes to Financial Statements the statement ofthe impact of the qualification has been disclosed on the website of the Company.

• Secretarial Auditors

Provisions of Section 204 read with rules made thereunder M/s. N.L. Bhatia &Associates Practicing Company Secretaries (UIN: P1996MH055800) have been appointed toundertake Secretarial Audit of the Company. The report of the Secretarial Auditor isannexed herewith as Annexure I and forms part of this Report.

The said report does not contain any observation or qualification which requires anyexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.

• Internal Auditors

Pursuant to provisions of Section 138 read with rules made thereunder the Board hasappointed M/s. Maheshwari & Co. Chartered Accountants (Firm Registration No. 105834W)as Internal Auditors of the Company to check the internal controls and functioning of theactivities and recommend ways of improvement. Internal Audit is carried out on a quarterlybasis and the report is placed in the Meetings of the Audit Committee and the Board fortheir consideration and direction. Their scope of work is as decided by the AuditCommittee and the Board of Directors.

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. It has documented the procedures covering allfinancial and operating functions and processes. These have been designed to provide areasonable assurance with regard to maintaining of proper accounting controls for ensuringthe reliability of financial reporting monitoring of operations protecting assets fromunauthorized use or losses and compliance with regulations.

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations have been recognized. Internal controlsystems ensure the reliability of financial reporting timely feedback on the achievementof operational and strategic goals compliance with applicable laws and regulations andthat all assets and resources are acquired economically used efficiently and adequatelyprotected.

During the year under review no material or serious observations have been receivedfrom the Internal Auditors of the Company with respect to inefficiency or inadequacy ofthe controls.

RISK MANAGEMENT

TIPS has a well-defined policy to foresee identify and analyze risks and take suitableaction to mitigate and minimize the impact of such risks. Accordingly the Company hasidentified the followings risks that can impact its business performance and plans:

• Piracy

Piracy both physical and digital although declining at the global level remains aperennial challenge in India's music industry. Accordingly the digitally pirated musicremained the most popular source of consumption. High content prices low-income leveland cheaper internet infrastructure are the major factors leading to content piracy. Insome of the cases the films have leaked before their release dates as well."Camcording" in the cinemas is one of the major sources of the leakage as over90 percent of new release titles originate from cinemas.

• Paid-service model still in the nascent stage

The biggest issue is the general music consumer's apparent unwillingness to pay formusic. India-based streaming services may have amassed over 100 million users the overallconversion rate to paying is estimated to be around 1 percent.

• Less than desirable growth in screens

India still has one of the lowest densities of screens per capita in the world. Thisunder-penetration of screens has resulted in the untapped market potential for the Indianfilm segment. Increase in screen density and higher access to cinemas across the countrycould potentially enhance domestic box office collections improve the return oninvestment in films and pave the way for greater investment in both the film content andexhibition.

• Need for a "single window clearance" for the opening of multiplexes

The cinema owners are required to obtain multiple licenses from different stategovernment departments impacting the opening of screens. The delay in getting licenseclearance has severely hampered the growth of screens in India over the years. Thechallenges involved are multi-fold where each state has its own set of licenserequirements for the operation of cinemas along with the validity of the licenses for ashort-term period of only 1-2 years.

OPPORTUNITIES

• Anti-piracy regulations

The Government has refocused on the challenge the M&E Industry is facing due todigital piracy. A social media campaign to promote Indian geographical indications (GIs)has been launched by the Cell for IPR Promotions & Management (CIPAM). Stategovernments are also setting up their IP rights unit. The industry is fighting this threatby concerted measures such as conducting raids on pirates creating more awareness amongcustomers and adopting new paid models to track streaming and downloads on the internetand mobile phones. Industry bodies such as Phonographic Performance Limited (PPL) andIndian Music Industry (IMI) have established vigilance teams to curb music-copyrightviolations in various cities in collaboration with the local police. The Indian copyrightlaw has provisions for digital right management for protection of the content on digitalmedia environment. The Government has banned various websites that provides onlinestreaming or torrent links to download the pirated content.

• Overseas theatricals

The growing popularity of Bollywood films in the overseas markets is another growthopportunity. Overseas theatricals have emerged as an important avenue for producersgiving them an additional safety net. More focus is placed on the Chinese market as wellas the North American market. Overseas theatricals contributed approximately 16 percent tothe overall segment's revenue in 2017 an increase of approximately 3 times from 2016. TheAamir Khan-starring film Dangal became the highest grossing non-Hollywood film in China.

• Regional markets

Online ticketing platform BookMyShow reported average occupancy of 45-46 percent forregional films last year

compared to around 39-40 percent in 2016. Within the regional space Gujarati filmsregistered a 44 percent increase over 2016 in terms of transactions on the site followedby Malayalam films registering a 38 percent rise. Malayalam Bengali and Marathi cinemadid not disappoint this year as well. The share of theatrical revenues from regional filmshas been rising.

OUTLOOK

The Indian Media and Entertainment (M&E) industry is a sunrise sector for theeconomy and is growing at a rapid pace. The industry has witnessed tremendous growth inthe last few years and the growth momentum is expected to continue. Digitization hasplayed a major role in the Indian M&E industry.

Rising income and evolving lifestyles backed by increasing digitization and higherinternet usage pave the way for the tremendous scope of growth for almost all segments ofthis industry. These are all positive developments for TIPS as the Company is poised toleverage its experience and expertise of providing wholesome family entertainment to theIndian audiences with its Hindi and Punjabi films as well as its huge repertoire ofdigitized music collection across the digital media.

According to the latest report by FICCI-KPGM the Indian M&E industry is projectedto grow at a CAGR of over 11.6 percent over the period FY 2016-21. During this period andin line with the global trend sectors like Digital media (24.9 percent) Animation andVFX (20.4 percent) Online gaming (27.5 percent) are projected to grow at a much higherrate than traditional segments like Films (11.9 percent) and Music (10.6 percent).

HUMAN RESOURCES

TIPS has always believed that its people are its most valuable assets. The Companyensures that all its employees enjoy a safe and healthy working environment. The Companyhas a strong emphasis on values based on integrity excellence and passion. It has alwayshad a mutually respectful and appreciative relationship with all its employees.

As of March 31 2018 the number of employees on the payroll of the Company was 47.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 in respect of employees of the Company is provided inAnnexure II forming part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY

The Company has adopted a Whistle Blower Policy/Vigil Mechanism Policy for Directorsand employees to report their genuine concerns. Details of the policy are provided in theCorporate Governance Report which forms part of this Annual Report.

RELATED-PARTY TRANSACTIONS

All transactions with related parties were reviewed and approved by the Audit Committeeand Board. The details of the related-party transactions as per Ind AS 24 are set out inNotes to the Financial Statements forming part of this report.

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013is disclosed in Form No. AOC-2 as Annexure III.

The Company has adopted a Related-Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company's website.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee is constituted in accordance with theprovisions of Section 135 of the Companies Act 2013 read with rules made thereunder.

Considering the aggregate net profit of preceding three financial years and otherapplicable provisions mentioned in Section 135 of the Companies Act 2013 read with andSchedule VII of the Companies Act 2013 the Company is not required to contribute anyamount on CSR activities during FY 2017-18.

DEPOSITS

The Company has not accepted any deposits from the public/ shareholders in accordancewith Section 73 of the Companies Act 2013 and as such no amount on account of principalor interest on public deposits was outstanding on the date of the Balance Sheet.

During FY 2017-18 the Company has accepted deposits only from Directors of the Companywhich are exempted as per the provision of Section 73 of the Companies Act 2013 read withthe Companies

(Acceptance of Deposits) Rules 2014. The declarations have been obtained from theDirectors in terms of Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules2014. Details of the deposits accepted from Directors are provided in notes to financialstatement.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

The particulars of Loans Guarantees and Investments have been disclosed in thefinancial statements read together with Notes annexed to and forming an integral part ofthe financial statements.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 for the financial year ended March 31 2018 is provided in Annexure IV formingpart of this report.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

• Conservation of energy

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy have not been provided considering the nature of activitiesundertaken by the Company during the year under review.

• Technology absorption

During the year the Company has not absorbed or imported any technologies.

• Foreign exchange earnings and outgoings

Details of foreign exchange earnings and outgoings of the Company made during the yearare provided in notes to financial statement.

OTHER DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

• No material changes and commitments which could affect the Company's financialposition have occurred between the end of the financial year of the Company and the dateof this report

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future

• No complaint received from any employee pursuant to the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and rules madethereunder

CAUTIONARY STATEMENT

Statements in this Board's Report and Management Discussion and Analysis describing theCompany's objectives projections estimates expectations or predictions may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence the Company's operations include a change in government regulationstax laws economic and

political developments within and outside the country and such other factors.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors wish to acknowledge and place on record their sincere appreciation forthe assistance and co-operation received from all the members regulatory authoritiescustomers financial institutions bankers lenders vendors and other businessassociates.

The Directors also recognize and appreciate all the employees for their commitmentcommendable efforts teamwork professionalism and continued contribution to the growth ofthe Company.

For and on behalf of the Board of Directors

Kumar S. Taurani

Chairman and Managing Director Place: Mumbai (DIN: 00555831)

Date: May 28 2018