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Tirupati Starch & Chemicals Ltd.

BSE: 524582 Sector: Others
NSE: N.A. ISIN Code: INE314D01011
BSE 00:00 | 26 Mar 38.00 1.50
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NSE 05:30 | 01 Jan Tirupati Starch & Chemicals Ltd
OPEN 36.00
PREVIOUS CLOSE 36.50
VOLUME 150
52-Week high 88.00
52-Week low 30.30
P/E 4.38
Mkt Cap.(Rs cr) 23
Buy Price 36.00
Buy Qty 32.00
Sell Price 38.00
Sell Qty 50.00
OPEN 36.00
CLOSE 36.50
VOLUME 150
52-Week high 88.00
52-Week low 30.30
P/E 4.38
Mkt Cap.(Rs cr) 23
Buy Price 36.00
Buy Qty 32.00
Sell Price 38.00
Sell Qty 50.00

Tirupati Starch & Chemicals Ltd. (TIRUPATISTARCH) - Director Report

Company director report

To

The Members

Tirupati Starch and Chemicals Limited Indore (M.P.)

Your Directors have pleasure in presenting the 32nd Annual Report togetherwith Audited Financial Statements of the Company for the Financial Year ended 31stMarch 2018. Further in compliance with the Companies Act 2013 the Company has maderequisite disclosures in this

Board's Report with the objective of accountability and transparency in its operationsto make you aware about its performance and future perspective of the Company.

FINANCIAL SUMMARY STATE OF COMPANY'S AFFAIRS AND CHANGE IN

NATURE OF BUSINESS:

The Board's Report is based on the Standalone Financial Statements of the Company forthe year ended 31st March 2018:

Current Year Previous Year *
Particulars
(2017-2018) (2016-2017)
Total Revenue 2206990037 1849821864
Total Expenses 2184666953 1858303025
Profit Before Tax 22323084 340084
Tax Expenses (11077190) (11077190)
Short / (Excess) Provision of Income Tax of Earlier Years (21321) 73990
Current Tax 4791715 275000
Deferred Tax
4868941 (8871173)
MAT Credit Entitlement (5045394) (2555007)
Profit After Tax 17729143 11417274
Carried to Balance Sheet 17729143 11417274

*The Company has adopted Ind AS w.e.f. 1st April 2017 accordingly the figures for theprevious year ended 31st March 2017 have been prepared or re-arranged/re-grouped to makecomparable with the current year 2017-18 in accordance with Ind AS as prescribed underSection 133 of the Companies Act 2013.

Performance Review

The highlights of the Company's performance are as under:

During the year under review the Company's total revenue was Rs. 2206990037/-(Rupees Two Twenty Crores Sixty Nine Lacs Forty Ninety Thousand and Thirty Seven Only) ascompared to Rs. 1849821864/- (Rupees One Eighty Four Crores Ninety Eight Lacs TwentyOne Thousand Eight Hundred and Sixty Four Only) for the Financial Year ended 31stMarch

2017 and Company reported a profit of Rs. 17729143/- (Rupees One Crore Seventy SevenLacs Twenty Nine Thousand and One Hundred Forty Three Only) as compared to a profit of Rs.11417274/- (Rupees One Crore Fourteen Lacs Seventeen Thousand and Two Hundred SeventyFour) for the Financial Year ended 31st March 2017.

Change in nature of Company's Business

During the Year under review there was no change in Company's Business. The Companyhad carried on with its Expansion plans and commercial production of Starch and alliedproducts throughout the year.

FUTURE OUTLOOK

We have constant focus on maintaining operational efficiency and optimum product mix.Your Company is utilizing its Manufacturing Unit to 100% capacity by automating itsexisting production processes. By doing so your Company will be able to achieve a highertop line and improve its bottom line in the years to come.

SHARE CAPITAL

During the year under review the Company neither increased nor decreased its Equityand Preference Share Capital.

The breakup of Equity and Preference Share Capital of your Company as on 31stMarch 2018 is as following:

? The Authorized Equity Share Capital is Rs. 80000000/- (Rupees Eight Crores Only)divided into 8000000 (Eighty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each.

? The Authorized Preference Share Capital is Rs. Rs. 40000000/- (Rupees Four CroresOnly) divided into 4000000 (Forty Lacs) Preference Shares of Rs. 10/- (Rupees Ten) each.

? The Paid Up Equity Share Capital is Rs. 60931760/- (Rupees Six Crore Nine LacsThirty One Thousand Seven Hundred Sixty Only) divided into 6093176 (Sixty Lacs NinetyThree Thousand One Hundred and Seventy Six) Equity Shares of Rs. 10/- (Rupees Ten) each.

? The Paid Up 0% Redeemable Preference Share Capital is Rs. 15000000 (Rupees OneCrore Fifty Lacs Only) divided into 1500000 (Fifteen Lacs) 0% Redeemable PreferenceShares of Rs. 10/- (Rupees Ten) each.

DIVIDEND

The strength of your company lies in identification execution and successfulimplementation of its projects. To strengthen the long term prospects and ensuringsustainable growth in assets & revenue it is important for your company to evaluatevarious opportunities in different business verticals in which your company operates. Yourcompany continues to explore newer opportunities. Your Board of Directors considers thisbe in strategic interest of the company and believes that this will greatly enhance thelong term shareholder's value. In order to fund company's projects and assignments in itsdevelopment expansion and implementation stages conservation of funds is of vitalimportance. Therefore your Board has not recommended any dividend for the year underreview.

RESERVES

The Company has been transferred Rs. 17729142 C to General Reserve during the yearunder review.

REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THE

COMPANIES ACT 2013

In terms of Section 131 of the Companies Act 2013 the Financial Statements andBoard's

Report are in compliance with the provisions of Section 129 or Section 134 of theCompanies Act 2013 and that no revision has been made during any of the three precedingfinancial years.

EXPORTS

During the year under review the export turnover of your company is Rs. 5880474.38/-(Rupees Fifty Eight Lacs Eighty Thousand Four Hundred Seventy For and Thirty Eight Paiseonly). The major export markets of the Company are South Africa Kuwait Dubai DurbanAustralia and Angola. Further your Company intends to continue with its long term exportoriented marketing policy by penetrating more in its existing international market andexploring new avenues for its high value products.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Directors and KMPs

The Company is having required Key Managerial Personnel's as per section 203 of the

Companies Act 2013 as well as the SEBI (LODR) Regulations 2015.

During the year under review there were following changes that took place in theDirectors and Key Managerial Personnel of the Company:

? Members had re-appointed Shri Ramdas Goyal (DIN 00150037) as Chairman & ManagingDirector w.e.f. August 17 2017 for a further period of 3 (Three) years at the AnnualGeneral Meeting (AGM) held on August 17 2017.

? Mr. Nikhar Agrawal Whole Time Director of the Company has resigned from theDirectorship of the Company w.e.f. 07th Sept. 2017 due to his pre-occupancies.

? Mr. Yogesh Kumar Agrawal was appointed as an Additional Director of the company anddesignated to Whole Time Director w.e.f. 07th Sept. 2017. Further he wasre-designated from Whole Time Director to Non Executive Non Independent Director w.e.f. 30thDec. 2017 due his resignation from Whole Time Director.

? Mr. Ramesh Goyal Mr. Amit Modi & Mr. Prakash Bafna Whole time Directors of theCompany were re-appointed further for the term of 3 years w.e.f. 30th Jan.2018 at the duly convened Board Meeting held on 09th Oct. 2017 on the termsand conditions as discussed subject to the approval of Members in ensuing AGM. Howevertheir current tenure was due to expire on 30th Jan. 2018.

? Ms. Chandani Saruparia Company Secretary & Compliance Officer of the Company hasresigned from the Company w.e.f. 26th June 2018 due to her some personalreasons.

? Ms. Priyanka Sengar has been appointed as Company Secretary & Compliance Officerof the Company w.e.f. 14th August 2018.

? During the year under review Mrs. Pramila Jajodia (DIN: 01586753) and Mrs.Shashikala Mangal (DIN: 00107187) would retire by rotation at the ensuing Annual GeneralMeeting of the Company. Proposals for their reappointment have been included in the Noticeof Annual General Meeting for your approval.

All the intimations pertaining to the appointments and resignations made during theyear has been given to Stock Exchange(s) where the shares of the Company are listed andalso the relevant records are duly updated with the Registrar of Companies Gwalior(M.P.) wherever required.

Declaration for Independency of Independent Directors

The Company has received necessary declaration from each independent director underSection 149(6) of the Companies Act 2013 that they meet the criteria of Independence asper the SEBI (LODR) Regulation 2015. In the Opinion of the Board all theindependent directors fulfills the criteria of the independency as required under theCompanies Act 2013 and the SEBI (LODR) Regulations 2015.

Executive Directors seeking Re-appointment:

The tenure of Shri Ramesh Goyal Shri Amit Modi and Shri Prakash Bafna Whole TimeDirectors of the Company was completed on 30th Jan. 2018; therefore theBoard upon the recommendation of the Nomination and Remuneration Committee hasre-appointed him for a further period of 3 (Three) years w.e.f. 30th January2018. Your Board of directors recommends to pass special resolution as per the proviso ofsection 196 (3) (a) of the Companies Act 2013 to that effect as set out in the notice ofthe Annual General Meeting and justification for reappointing his is being annexed in theexplanatory statement.

BOARD OF DIRECTORS:

Composition: a) The composition of the Board of Directors during the year underreview were as follows:

Sr. No Name Category Designation
1 Mr. Ramdas Goyal Executive/ Non Independent Managing Director
2 Mr. Amit Modi Executive/ Non Independent Whole-Time Director
3 Mr. Prakash Bafna Executive/ Non Independent Whole-Time Director
4 Mr. Ramesh Chandra Goyal Executive/ Non Independent Whole-Time Director
5 Mr. Nikhar Agrawal* Executive/ Non Independent Whole-Time Director
6 Mr. Yogesh Agrawal** Non-Executive/Non Independent Director
7 Mrs. Pramila Jajodia Non-Executive/Non Independent Director
8 Mrs. Shashikala Mangal Non-Executive/Non Independent Director
9 Mr. Ashish Agrawal Non-Executive/Independent Director Independent Director
10 Mr. Vinod Kumar Garg Non-Executive/Independent Director Independent Director
11 Mr. Nitin Kumar Gupta Non-Executive/Independent Director Independent Director
12 Mr. Ramesh Agrawal Non-Executive/Independent Director Independent Director

*Resigned from the Directorship w.e.f. 07.09.2017

**Appointed as an Additional Director and further designated as Whole Time Director(WTD) w.e.f. 07.09.2017. Further the Designation of WTD has been changed to Non ExecutiveNon Independent Director w.e.f. 31.12.2017.

b) During the financial year 2017-18 the Board of Directors met 7 (Seven) times. Thetime gap between any two meetings did not exceed 120 (One Hundred Twenty) days.

Board Meetings and Attendance:

Name of Directors 24.05.17 17.07.17 07.09.17 09.10.17 04.12.17 30.12.17 12.02.18
Mr. Ramdas Goyal Present Present Present Present Present Present Present
Mr. Amit Modi Present Present Present Present Present Present Present
Mr. Prakash Bafna Present Present Present Present Present Present Present
Mr. Ramesh Goyal Present Present Present Present Present Present Present
Mr. Nikhar Agrawal* Present Present Present

Resigned from the Directorship

Mr. Yogesh Agrawal** - - - Present Present LOA LOA
Mrs. Pramila Jajodia Present Present Present Present Present Present Present
Mrs. Shashikala Mangal Present Present Present Present Present Present Present
Mr. Ashish Agrawal Present Present Present Present Present Present Present
Mr. Vinod Kumar Garg Present Present Present Present Present Present Present
Mr. Nitin Kumar Gupta Present Present Present Present Present Present Present
Mr. Ramesh Agrawal Present Present Present Present Present Present Present

*Resigned from the Directorship w.e.f. 07.09.2017

**Appointed as an Additional Director and further designated as Whole Time Director(WTD) w.e.f. 07.09.2017.

c) Independent Directors' Meeting:

In due compliance with the provisions of the Companies Act 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a separate meeting of Independent Directors was held on 12th February2018.

d) Familiarization programmes for the Independent Directors:

Familiarization programmes for the Independent Directors was conducted to familiarizethem with the company their roles rights responsibilities in the company nature of theindustry in which the company operates business model of the company etc.

COMMITTEES OF THE BOARD

(a) AUDIT COMMITTEE:

Audit Committee Composition

S. No. Name Designation Position in the Committee
1 CA. Ashish Agrawal Independent Director Chairman
2 Mr. Yogesh Kumar Agrawal Independent Director Member
3 Mr. Vinod Kumar Garg Independent Director Member

* Audit Committee has been reconstituted in the Board meeting duly held on 09thOct. 2017 due to the resignation tendered by Mr. Nikhar Agrawal and appointment of Mr.Yogesh Kumar Agrawal on 07th Sept. 2017.

Audit Committee Meetings and Attendance:

Particulars 24.05.17 17.07.17 07.09.17 09.10.17 04.12.17 12.02.18
CA. Ashish Agrawal Present Present Present Present Present Present
Mr. Nikhar Agrawal Present Present Present

Resigned from the Directorship

Mr. Yogesh K. Agrawal - - - Present Present LOA
Mr. Vinod Kumar Garg Present Present Present Present Present Present

The compliance officer who is a Member of the Institute of Company Secretaries of Indiais the secretary to the committee.

The Chairman of the Committee was present at the 31st Annual General Meetingof the Company held on August 17 2017.

The constitution of the Committee meets with the requirement of Section 177 of theCompanies Act 2013 and Listing Regulations.

The Audit Committee reviewed the reports of the internal auditors the reports of thestatutory auditors arising out of the quarterly half-yearly and annual audit of theaccounts; considered significant financial issues affecting the Company and helddiscussions with the internal and statutory auditors and the Company Management during theyear.

(b) NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee Composition:

S. No. Name Designation Position in the Committee
1 Mr. Vinod Kumar Garg Independent Director Chairman
2 CA Ashish Agrawal Independent Director Member
3 Mrs. Shashikala Mangal Independent Director Member

Nomination and Remuneration Committee Meetings and Attendance:

Particulars 24.05.17 17.07.17 07.09.17 09.10.17 12.02.18
Mr. Vinod Kumar Garg Present Present Present Present Present
CA Ashish Agrawal Present Present Present Present Present
Mrs. Shashikala Mangal Present Present Present Present Present

The compliance officer who is a Member of the Institute of Company Secretaries of Indiais the secretary to the committee.

The Chairman of the Committee was present at the 31st Annual General Meetingof the Company held on August 17 2017. The constitution of the Committee meets with therequirement of Section 177 of the Companies Act 2013 and Listing Regulations.

(c) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee Composition:

S. No. Name Designation Position in the Committee
1 Mr. Vinod Kumar Garg Independent Director Chairman
2 CA Ashish Agrawal Independent Director Member
3 Mr. Yogesh K. Agrawal Independent Director Member

* Stakeholders Relationship Committee has been reconstituted in the Board meeting dulyheld on 09th Oct. 2017 due to the resignation tendered by Mr. Nikhar Agrawaland appointment of Mr. Yogesh Kumar Agrawal on 07th Sept. 2017.

Stakeholders Relationship Committee Meetings and Attendance:

Particulars 24.05.17 07.07.17 26.09.17 04.12.17 12.02.18 26.03.18
Mr. Vinod Kumar Garg Present Present Present Present Present Present
CA Ashish Agrawal Present Present Present Present Present Present
Mr. Nikhar Agrawal Present Present

Resigned from the Directorship

Mr. Yogesh K Agrawal - - - Present Absent Present

The compliance officer who is a Member of the Institute of Company Secretaries of Indiais the secretary to the committee.

The Chairman of the Committee was present at the 31st Annual General Meetingof the Company held on August 17 2017.

The constitution of the Committee meets with the requirement of Section 177 of theCompanies Act 2013 and Listing Regulations.

PERFORMANCE EVALUATION

Pursuant to section 134 (3) (p) of the Companies Act 2013 and Rule 8(4) of Companies(Accounts) Rules 2014 the Board in its meeting held on 30th May 2018 hascarried out an Annual evaluation for the financial year 2017-2018 of the performance ofthe Committees of the Board of all the individual directors and of all the independentdirectors of the company including the evaluation of the board as a whole.

The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

? In the preparation of the Annual Accounts for the financial year ended 31st March2018 the applicable Accounting Standards have been followed along with properexplanations relating to material departures;

? The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the company for that period;

? The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

? The Directors have prepared the Annual Accounts for the financial Year ended 31stMarch 2018 on a 'going concern' basis;

? The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and

? The Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

? The Company's Internal Auditors have conducted periodic audits to provide reasonableassurance that the company's approved policies and procedures have been followed.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT 9 as provided under Section 92 (3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 is annexed hereto as ANNEXURE I with this report and shall formpart of the

Board's Report.

POLICIES

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Companies Act 2013 has mandated theformulation of certain policies for all listed companies. All the polices are available onour website (http://www.tirupatistarch.com). The policies are reviewed periodically by theboard and updated on need and new compliance requirement.

Name of the Policy Brief Description Web Link
Nomination This policy formulates the http://tirupatistarch.com/wp-
Remuneration and criteria for determining content/uploads/2016/08/NOMIN
Evaluation Policy qualifications positive attributes independence of the Directors and recommends to the Board a Policy relating to the remuneration for the Directors Key Managerial Personnel and other employees ATION-REMUNERATION- AND-EVALUATION- POLICY.pdf
Policy for determining materiality of event The policy applies for disclosures of material events affecting company and its associates. http://tirupatistarch.com/wp- content/uploads/2016/08/Policy- on-Materiality-of-Events.pdf
Policy on document preservation The policy outlines that the Company intends to safeguard significant documents and preserve them to ensure durability of documents including documents in electronic form. http://tirupatistarch.com/wp- content/uploads/2016/08/Policy- on-Documents-Preservation.pdf
Related Party Transactions Policy The policy regulates all transactions between the Company and its related parties. http://tirupatistarch.com/wp- content/uploads/2016/08/POLIC Y-ON-RELATED-PARTY- TRANSACTIONS.pdf
Whistle Blower and Vigil Mechanism Policy The policy outlines the whistleblower mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics. http://tirupatistarch.com/wp- content/uploads/2016/08/WHIST LE-BLOWER-VIGIL- MECHANISM-POLICY.pdf
Policy on prevention of sexual harassment at workplace The policy that the Company provides an equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice gender bias and sexual harassment. http://tirupatistarch.com/wp- content/uploads/2016/08/POLIC Y-ON-PREVENTION-OF- SEXUAL-HARASSMENT-AT- WORKPLACE.pdf
Risk Management Policy The policy that builds a strong risk management culture to better understand a risk profile and to better manage the uncertainties. http://tirupatistarch.com/wp- content/uploads/2016/08/RISK_ MANAGEMENT_POLICY.pdf

APPOINTMENT/RE-APPOINTMNET OF INDEPENDENT DIRECTORS AND STATEMENT OF DECLARATIONS BYINDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT 2013

The Company as on 31st March 2018 has following Independent Directors;

Mr. Ashish Agrawal DIN: 00335575
Mr. Vinod Kumar Garg DIN: 00266341
Mr. Nitin Kumar Gupta DIN: 07260449
Mr. Ramesh Agrawal DIN: 07599354

All the Independent Directors are well appointed on the Board of Company in compliancewith the Companies Act 2013 and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. Further all IndependentDirectors shall hold office for a term up to five consecutive years on the Board of aCompany and are not liable to retire by rotation but shall be eligible for reappointmentfor next five years after passing a special resolution by the Company and disclosure ofsuch appointment in the Board's Report. The Company has received declarations from all theIndependent Directors of the Company confirming that they meet the criteria ofIndependence under sub-section (6) of section 149 of the Act and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

FAMILIARIZATION PROGRAMMES FOR THE INDEPENDENT DIRECTORS:

Familiarization programmes for the Independent Directors was conducted to familiarizethem with the company their roles rights responsibilities in the company nature of theindustry in which the company operates business model of the company etc.

INDEPENDENT DIRECTORS' MEETING:

In due compliance with the provisions of the Companies Act 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a separate meeting of Independent Directors was held on 12th February2018.

AUDITORS:

Statutory Auditors

M/s. A. P. G. and Associates Chartered Accountants Indore having ICAI FirmRegistration Number 119598W and Membership Number 411569 were appointed as StatutoryAuditors of the Company in the 29th Annual General Meeting of the company uptoconclusion of 34th Annual General Meeting subject to ratification by themembers at every Annual General Meeting. Pursuant to provisions of section 139 of TheCompanies Act 2013 and rules framed there under the resolution for their ratificationhas been placed in the Notice calling this Annual General Meeting for the approval by themembers of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed P.S. Tripathi & Associates Company Secretaries Indore having ICSICertificate of Practice No. - 5358 to undertake and conduct the Secretarial Audit of theCompany for Financial

Year 2017-2018. The Secretarial Auditor of the Company have submitted their Report(Form MR- 3) for Financial Year 2017-2018 and the same is annexed with this Board's Reportas

ANNEXURE II.

Internal Auditors

Pursuant to Section 138 of the Companies Act 2013 and Rule 13 of The Companies(Accounts) Rules 2014 the Board has appointed M/s Sunil Chandra Goyal And CompanyChartered Accountants Indore having Institute of Chartered Accountants of India (ICAI)Firm Registration Number: 002658C as Internal Auditors of the Company. During the yearthe company continued to implement their suggestions and recommendations to improve theinternal 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 in all areas. InternalAuditor's findings are discussed with the management and suitable corrective actions havebeen taken as per the directions of Audit Committee on an ongoing basis to improveefficiency in operations.

STATUTORY AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

The Statutory Auditors and the Secretarial Auditor of the Company have submitted theirrespective reports; the same have been attached with this Annual Report.

The Board's comments on the qualifications reservations and adverse remarks so givenin the

Statutory Audit Report are as under:

? Provision for gratuity was not in accordance with the guidelines laid down by ICAIunder Ind AS-19" Employees Benefits".

Reply: Company will provide the liability relating to gratuity as per Ind AS-19 incurrent financial year.

The Board's comments on the qualifications reservations and adverse remarks so givenin the Secretarial Audit Report are as under:

? Composition of Board with regard to minimum number of independent directors arenot as per the Regulation 17(1)(b) SEBI (LODR) Regulation 2015

Reply: - Company has complied with the requirement of the Companies Act 2013 andefforts are being made to comply with the of SEBI (LODR) Regulation 2015 in this regard.Further the management ensures that in future all the provisions shall be complied withthe fullest extent.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OFTHE COMPANIES ACT 2013.

During the year under review Company has not entered any contract or arrangement withrelated parties. However pursuant to the omnibus approval given by the audit committeecertain transactions of sale/ purchase were executed with them which were at Arm's Lengthbasis and were in the ordinary course of business the same were placed before the AuditCommittee for the review and noting in their respective meetings. The quarterlydisclosures of transactions with related parties are made to the audit Committee of theBoard. There are no materially significant related party transactions made by the companywith Promoters Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the company at large. Further as there are no suchtransactions falling under sub-section (1) of section 188 of the Companies Act 2013 sono AOC-2 is required to be given in this report.

ORDER(S) PASSED BY REGULATOR(S) COURT(S) TRIBUNAL(S) IMPACTING THE GOING CONCERNSTATUS AND COMPANY STATUS

During the year under review no order was passed by any Regulator(S) Court(S)Tribunal(S) that could affect the going concern status of the Company and the Company isoperating in an efficient manner.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review the Company neither had any Subsidiaries nor JointVentures nor Associate Companies.

DEPOSITS

Your Company has neither accepted nor invited any deposit from the public during theyear under review and hence directives issued by Reserve Bank of India and the provisionsof Chapter V (Acceptance of deposits by Companies) of the Companies Act 2013 and rulesframed there under are not applicable for the year. Unsecured loans from Directors of thecompany are Rs. 12698066/- and from their relatives are 75983534/- as on 31.03.2018.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a proper internal control system which provides adequate safeguardsand effective monitoring of the transactions and ensures that all assets are safeguardedand protected against loss from unauthorized use or disposition. The Company has aninternal audit system from an outside agency which ensures that the Company's controlmechanism is properly followed and all statutory requirements are duly complied with.Moreover the audit committee of the Company comprising majority of independent directorsregularly reviews the audit plans adequacy of internal control as well as compliance ofaccounting standards. Also the Whole Time Directors/CFO has the responsibility forestablishing and maintaining internal controls for financial reporting and that they alsohave the overall responsibility to evaluate the effectiveness of internal control systemsof the company pertaining to financial reporting and they have to disclose to the auditorsand the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which they are aware and the steps they have taken or propose to taketo rectify the deficiencies.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the companyoccurred during the financial year ended as on 31st March 2018 to which thefinancial statements relates as on the date of this report.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES:

As per the Companies Act 2013 and as on date the company is neither having anySubsidiary Company u/s 2(87) nor any Associate Company u/s 2(6) and hence do not requiredfor any disclosure under this head.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013.

During the year under review the Company has neither given any Loans nor provided anyGuarantees nor made any Investments under Section 186 of the Companies Act 2013 and hencethe said provisions are not applicable.

CORPORATE SOCIAL RESPONSIBILTY

The Company has adopted good practices under its Code of Conduct with respect to itsresponsibility towards society. However the Company was neither required to constitutethe Corporate Social Responsibility Committee nor was required to contribute any amount onCorporate Social Responsibility Initiatives as the said provisions of section 135 andSchedule VII of The Companies Act 2013 are not applicable to the company.

CORPORATE GOVERNANCE

As per Regulation 15(2)(a) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the compliance with theCorporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to(i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 are not applicable to the company because the paid up equity sharecapital of the company is not exceeding Rupees Ten Crore and the net worth of the companyis not exceeding Rupees Twenty Five Crore as on the last day of the previous financialyear.

However in this respect the company has submitted the Certificate for all the fourquarters to Bombay Stock Exchange (BSE) duly signed by the Company Secretary andCompliance Officer of the company for Non Applicability of the Corporate Governanceprovisions and certifying that the Paid Up Capital was below 10 Crore and Net worth wasbelow 25 Crore as on the last day of the previous financial year.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars in respect of conservation of energy technology absorption foreignexchange earnings and outgo under Section 134 (3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is given in the

ANNEXURE III.

RISK MANAGEMENT

Your Directors have adopted a Risk Management Policy for the Company. The AuditCommittee and the Board of Directors of the Company reviewed the risks if any involvedin the Company from time to time and took appropriate measures to minimize the same. TheAudit Committee ensures that the Policy for Risk Management is adopted across the Companyin an inclusive manner.

VIGIL MECHANISM

Pursuant to section 177 (9) the Companies Act 2013 and rules made there under thecompany has established a Vigil Mechanism which also incorporates a Whistle Blower Policyfor directors and employees to report genuine concerns to provide a framework to promoteresponsible and secure whistle blowing and its commitments to open communication. TheCompany believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company is committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct.

EMPLOYEES

Employee's relation continued to be cordial throughout the year. Your Directors wish toplace on record their sincere appreciation for the excellent spirit with which the entireteam of the Company worked at factory and office premises and achieved commendableprogress.

During the year under review none of the employee has received remuneration of Rs.8.50 Lacs per month or Rs. 1.02 Crores per year or at a rate which in the aggregate isin excess of that drawn by the managing director or whole-time director or manager andholds by himself or along with his spouse and dependent children not less than twopercent of the equity shares of the company pursuant to Section 197 (12) of the CompaniesAct 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence do not call for any further details referred to in Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

MANAGERIAL REMUNERATION

Disclosures Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

? The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

Name Designation Remuneration Remuneration Change Change
2016-17 2017-18 (Rs.) (%)
Sri Ramdas Goyal* MD - 300000 300000 100
Shri Ramesh Goyal* WTD - 300000 300000 100
Shri Amit Modi* WTD - 300000 300000 100
Shri Prakash Bafna* WTD - 300000 300000 100
Shri Rohit Mangal CFO 132000 350000 218000 165.15
Ms. Chandani CS 167835 98400 1200 7.5
Saruparia**

* During the year under review 2017-18 remuneration has been provided to thedirector's w.e.f. 01st Oct. 2017.

** During the year under review 2017-18 Ms. Chandani Saruparia CS was on Maternityleave from Sept. 2017 to Feb. 2018.

? The percentage increase in the median remuneration of employees in the financialyear; 12.09%.

? The number of permanent employees on the rolls of company; 256

? Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

Remuneration paid Remuneration % Remuneration Remuneration %
to employees (Excl. Managerial Personnel) 2016-17 paid to employees (Excl. Managerial Personnel) 2017-18 Change paid to Managerial Personnel 2016-17 paid to Managerial Personnel 2017-18 Change
26325456 27356725 (03.92%) 299835 1350000 350.25%

* During the year under review remuneration has been provided to the director's w.e.f.01st Oct. 2017.

? During the year under review no variable component of remuneration availed byDirectors of the Company;

? It is hereby affirmed that the remuneration paid by the Company to its DirectorsKMP's and Employees during the year under review is as per the Nomination Remuneration& Evaluation Policy of the company

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing E-voting facility under section 108 of the Companies Act2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules2015. The details regarding e-voting facility is being given with the notice of theMeeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report in terms of Regulation 34 (2)(e) SecuritiesAnd Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations2015 are annexed as ANNEXURE IV with this report and shall form part ofthe Board's report.

INDIAN ACCOUNTING STANDARDS (IND AS) IFRS CONVERGED STANDARDS:

Your Company adopted IND-AS with effect from 1 April 2017 pursuant to Ministry ofCorporate Affairs' notification dated 16 February 2015 notifying the Companies (IndianAccounting Standard) Rules 2015. The Financial Statements which are part of the AnnualReport are being prepared as per the Companies (Indian Accounting Standard) Rules 2015.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company neither has any holding nor is any subsidiary company thereforedisclosure under Section 197 (14) of the Companies Act 2013 not applicable.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued any shares with differential voting rights and accordinglythe provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital andDebentures) Rules 2014 of the Companies Act 2013 and rules framed there under are notapplicable for the year.

DETAILS OF SWEAT EQUITY SHARES

The company has not issued any sweat equity shares and accordingly the provisions ofSection 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules2014 of the Companies Act 2013 and rules framed there under are not applicable for theyear.

DETAILS OF EMPLOYEES STOCK OPTION SCHEME

The company has not granted stock options and accordingly the provisions of Section62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014of the Companies Act 2013 and rules framed there under are not applicable for the year.

BUY BACK OF SECURITIES

The company has not bought back any of its securities during the financial year2017-18.

BONUS SHARES

No Bonus shares were issued during the financial year 2017-18.

DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED

The company has not made any provision of money for the purchase of or subscriptionfor shares in the company or its holding company if the purchase of or the subscriptionfor the shares by trustees is for the shares to be held by or for the benefit of theemployees of the company and accordingly the provisions of Chapter IV (Share Capital andDebentures) of the Companies Act 2013 and rules framed there under are not applicable forthe year.

PAYMENT OF LISTING FEE AND DEPOSITORY FEE

Annual Listing Fee for the year 2018 2019 has been paid to Bombay Stock Exchange. TheAnnual Custodial Fees for the year 2018 2019 has been paid to National Depository andSecurities Limited and Central Depository Services Limited.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has approved and adopted the "Policy on Prevention of SexualHarassment at Workplace" to provide equal employment opportunity and is committed toprovide a work environment that ensures every woman employee is treated with dignity andrespect and afforded equitable treatment. The Company has formed an Internal ComplaintsCommittee where employees can register their complaints against sexual harassment. This issupported by the Sexual Harassment Policy which ensures a free and fair enquiry processwith clear timelines.

The policy provides for protection against Sexual harassment of women at workplace andfor prevention and redressal of such complaints. During the year no complaints have beenreceived under the policy

DEMATERIALISATION

The company's shares are presently held in both electronic and physical modes.

TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND

During the year under review the Company was not required to transfer any amount inthe

Investor's Education and Protection Fund.

CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCTUNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS 2015

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board of Directors has formulated and adopted the"Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation" (Code of Fair Disclosure) of the Company. The Board has also formulatedand adopted "Code of Conduct for Prohibition of Insider Trading" (Code ofConduct) of the Company as prescribed under Regulation 9 of the said Regulations.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company has adopted a comprehensive policy on Nomination and Remuneration ofDirectors on the Board. As per such policy candidates proposed to be appointed asDirectors on the Board shall be first reviewed by the Nomination and RemunerationCommittee in its duly convened Meeting. The Nomination and Remuneration Committee shallformulate the criteria for determining the qualifications positive attributes andindependence of a Director and other matters as provided under section 178(3) of theCompanies Act 2013 and recommend to the Board the policy relating to the Remunerationfor the Directors Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee shall ensure that

? The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully; ?Relationship of remuneration to performance is clear and meets appropriate performancebenchmarks; and ? Remuneration to directors KMPs and senior management involves a balancebetween fixed and incentive pay reflecting short and long-term performance objectivesappropriate to the working of the company and its goals.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE

COMPANIES ACT 2013

During the year under review your Directors do not observe any contract arrangementand transaction which could result in a fraud; your Directors hereby take responsibilityto ensure you that the Company has not been encountered with any fraud or fraudulentactivity during the Financial Year 2017-2018.

ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the marketplace and a good reputationare among the primary determinants of value to the shareholder. The organizational visionis founded on the principles of good governance and by the resolve to be acustomer-centric organization which motivates the Company's Management to be aligned todeliver leading-edge building products backed with dependable after sales services. YourCompany is committed to creating and maximizing long term value for shareholder andessentially follows a four pronged approach to achieve this end.

a) By increasing all round operational efficiency b) by identifying strategies thatenhance its competitive advantage c) by managing risks and pursuing opportunities forprofitable growth d) by cementing relationships with other important stakeholder groupsthrough meaningful engagement processes and mutually rewarding associations that enable itto create positive impacts on the economic societal and environmental dimensions of theTriple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assuresthe shareholder and investor of receiving transparent and unfettered information on theCompany's performance.

INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the contribution made byemployees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation to the company's bankers vizState Bank of India Financial institutions shareholders dealers and customers for theirwholehearted and continued support assistance and co-operation which had always been asource of strength for the Company. Without this appreciable support it would not havebeen possible for the company to stands in competitive market therefore company seeksthis support in future too.

Your directors would also like to thank all their shareholders for their continuedfaith in the company and expect the same in future.

FOR AND ON BEHALF OF THE BOARD

Place: INDORE RAMDAS GOYAL AMIT MODI
Date: 14.08.2018 MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN: 00150037 DIN: 03124351