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White Organic Agro Ltd.

BSE: 513713 Sector: Others
NSE: N.A. ISIN Code: INE146C01019
BSE 00:00 | 08 Jul 7.30 -0.38
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NSE 05:30 | 01 Jan White Organic Agro Ltd
OPEN 7.30
PREVIOUS CLOSE 7.68
VOLUME 27556
52-Week high 12.15
52-Week low 3.80
P/E 7.37
Mkt Cap.(Rs cr) 26
Buy Price 7.68
Buy Qty 150.00
Sell Price 7.30
Sell Qty 29281.00
OPEN 7.30
CLOSE 7.68
VOLUME 27556
52-Week high 12.15
52-Week low 3.80
P/E 7.37
Mkt Cap.(Rs cr) 26
Buy Price 7.68
Buy Qty 150.00
Sell Price 7.30
Sell Qty 29281.00

White Organic Agro Ltd. (WHITEORGANIC) - Director Report

Company director report

To

The Members

WHITE ORGANIC AGRO LIMITED (FORMERLY KNOWN AS WHITE DIAMOND INDUSTRIES LIMITED)

CIN: L01100MH1990PLC055860

The Directors have the pleasure in presenting the 29th Annual Report on thebusiness and operations of your Company and the Audited Financial Statements for the yearended 31st March 2019.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)
Particulars Current Year Previous Year
Sales and Other Income 16281.02 4607.12
Net Profit Before Tax 333.07 294.71
Net Profit After Tax 236.15 225.71

COMPANY'S AFFAIRS

White Organic Agro (BSE: WHITEORG) is Mumbai based only listed entity in edible organicfarming and retail business with a vision to empower the farmers and tap ever-expandingmarket for organic food. The Company is selling over 250 organic products in 12 majorcategories and 17 sub categories from cereals to pulses grains to vegetables fruits tohealth supplements and skincare products to snacks (by following strict quality checks ateach level of activity) it has become a preferred place for people who are healthconscious and look for chemical-free food items.

White Organic Agro is the first listed pure play entity in the Indian organic foodsector. Darshak Rupani Managing Director of White Organic Agro who took over the Companyin 2010 initially was into diamond trading activity. He however realized diamondtrading business was losing its sheen and soon led the Company to diversify into organicfood business being from the farming background. The Company has also hired a team ofexperienced professionals who were into the business of organic farming for over 10 to 12years.

The company is focusing on expansion of retail segment of the business and We areexploring models like online e-store and tie ups with e-marketplaces like Grofers BigBasket and Amazon and the export channel with strategic tie-ups with internationalcompanies.

In the financial year 2018-19 the Company has earned a profit of INR. 236.15 lacs onstandalone basis as compared to Profit of INR. 225.712 Lacs during the previous financialyear 2017-18. Highlights of consolidated financial performance form a part of ManagementDiscussion and Analysis Report.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business.

SHARE CAPITAL

During the Financial Year 2018-2019:

A) The Company has not issued any equity shares with differential rights.

B) The Company has not issued any Sweat Equity Shares.

C) Issue of Employee Stock Options: The Company has not issued any Employee StockOptions.

The Company has allotted 17500000 Bonus Equity Shares in the ratio of 1:1 to all theEquity Shareholders on 08th February 2019 [holding shares as on record date 07thFebruary 2019] after seeking respective approvals of Shareholders and the exchange.

DEPOSITS

The Company has not accepted any deposits falling within the ambit of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during theFinancial Year under review or any preceding financial years. Hence no amount of principalor interest is outstanding / repayable.

DIVIDEND

The Board of Directors does not propose to declare any Dividend for the Financial Year2018-19.

TRANSFER TO IEPF

Amount of INR 45669/- is due to be transferred to IEPF account.

RESERVES

The Company has not transferred any amount to the Reserves.

BOARD OF DIRECTORs & KMPs

Following changes have taken place in the Board of Directors of the Company during thereporting financial year:

Appointments:

• Mr. Pritesh Doshi (DIN: 08368392) was appointed as an Additional (Non-ExecutiveIndependent Director) by the Board of Directors of the Company on February 20 2019 interms of Section 161(1) of the Companies Act 2013 to hold office untill conclusion ofensuing Annual General Meeting. He shall serve as a Non-Executive Independent Director fora term of consecutive 5 years starting from 20th February 2019 to 19thFebruary 2024 and shall not be liable to retire by rotation subject to approval ofshareholders at the upcoming Annual General Meeting.

• Ms. Charmi Jobalia was appointed as Company Secretary & Compliance officerof the Company w.e.f 28th September 2018. • Mr. Ronak Desai was appointedas Internal Auditor of the Company w.e.f 28th September 2018.

Upcoming Appointments at the AGM

• Mr. Jitendra Mehta (DIN: 05338982) is liable to retire by rotation at the 29thAnnual General Meeting of the Company and being eligible he has offered himself forre-appointment. The Board of Directors of the Company on recommendation of NRC recommendhis appointment at the upcoming annual general meeting.

• Mr. Chandresh Jain (DIN: 02565522) was appointed as an Independent Director ofthe Company at the 24th Annual General Meeting of the Company to hold officefor a term of 5 years ending on 28th September 2019. The Board of Directors ofthe Company on recommendation of NRC recommend to the shareholders for approval by meansof a Special Resolution to re-appoint him at the upcoming Annual General Meeting forsecond term of 5 years [from 29th September 2019 to 28th September2024].

• Mr. Pritesh Doshi appointed as Additional Director (Non-Executive Independent)holding office as an additional Non- Executive Independent Director of the Company tillthe conclusion of this AGM of the Company Board on recommendation of NRC recommends hisappointment as Director of the Company in terms of section 152 and as a Non- ExecutiveIndependent Director of the company in terms of section 149 152 read with rules andstatutory amendments as may be applicable for the time being in force to hold the officefor a term of five consecutive years from 20th February 2019 to 19thFebruary 2024 not be liable to retire by rotation.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from the Independent Directors under Section149(7) of the Companies Act 2013 stating that they meet the criteria of independence aslaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

Annual evaluation of the performance of the Board its committees and individualDirectors pursuant to the provisions of the Act and the corporate governance requirementsas prescribed by Securities and Exchange Board of India's LODR Regulations has beencarried out.

The performance of the board was evaluated after seeking inputs from all the directorson the basis of the criteria such as the board composition and structure effectiveness ofboard 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 committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings.

In a separate meeting of Independent Directors performance of non-independentdirectors and performance of the board as a whole was evaluated taking into account theviews of executive directors and non-executive directors. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal financial control and risk mitigationsystem commensurate with the size of the Company and nature of its business. Detaileddisclosure under the said head shall be included under the head Management Discussion andAnalysis Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met 11 times during the financial year and details of the same are mentionedin the Corporate Governance report which forms a part of the Board's report. The maximuminterval between any two meetings did not exceed 120 days as prescribed in the CompaniesAct 2013.

COMMITTEES OF THE BOARD

Currently the Board has the following committees:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. Stakeholders relationship Committee

The Details of the Committees of the Board is mentioned in the Corporate GovernanceReport which forms a part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under the Provisions of section 134(5) of the Companies Act 2013 theDirectors hereby confirm:

1. That in preparation of the Annual Accounts for the year ended 31st March2019 the applicable accounting standards have been followed along with the properexplanation relating to material departures if any;

2. And applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat March 31 2019 and of the profit of the company for the year ended on that date;

3. 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.

4. That the Directors have prepared the annual accounts on a going concern basis.

5. 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;

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

ORDERS PASSED BY REGULATORY AUTHORITY

During the Financial Year under review there were no material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.

SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company has a Wholly Owned Subsidiary named White Organic Retail Limited (Formerlyknown as Sapna Infraventure Private Limited).

BRIEF OVERVIEW ON SUBSIDIARIES:

WORL: White Organic Retail Limited (Formerly known as White Organic Retail PrivateLimited and Sapna Infraventure Private Limited)

The said subsidiary Company is into retailing and trading of the produce of leasedfarms of White Organic Agro Limited and by products of ICS group farms. The company hadcommenced the operations of its Organic Products Distribution and Retailing in October2016. The company had done a research of organic market through its organic store locatedat 6 Krushal commercial complex Amar Mahal Chembur Mumbai. The area is denselypopulated and dominated by highly educated and health conscious community. There isenormous and untapped growth Prospect in the areas viz :- organic farming cultivationretailing and marketing. Based on the research and requirements of the urban culture ofCentral Mumbai the company has designed a model of delivering foods from farm to home andthe company would very soon be launching the same.

The management of company has all the organic products under a single brand name"White Organics". The management has planned staggered introduction of variousranges of organic products (viz :- pulses spices cereals veggies etc) under a singlebrand. The management believes that to create a better presence and perception it isbetter to have single brand which shall help to market all the products in better way. Itshall be easy to introduce further more products and get the better presence and betterprofits with minimum efforts compared to having more brands.

The management believes buying organically grown food and healthy powders free ofharmful chemicals bursting with more nutrition taste and sustainable sustenance is adirect vote for immediate health and the hopeful future of generations to come.Commercially it is very much viable business and biggest consumer market of the World isIndia.

Increased in Investment:

The company has received 710000 (Seven Lakh and Ten Thousand only) fully paid upbonus equity Sharesof WORL of Rs. 10/- each on 31st July 2018.

Rights Shares: 2280000 (Twenty Two Lakh Eighty Thousand Shares) on Rights basis onAugust 10 2018 after adjusting outstanding loans against share application money toinvest in the right shares of the Company.

WORL had come with an Initial Public Issue of 2454000 Equity Shares of face value of10/- each for cash at a price of 63/- per Equity Share (Issue Price) including a sharepremium of 53/- per equity share aggregating upto 1546.02 Lakhs was carried out andcompletely subscribed. The Company is now listed on SME Platform of BSE w.e.f. May 102019. The Company has continued to be a Wholly Owned Subsidiary Company during the FY2018-19 and post public issue continues to be a subsidiary with 55% Stake held by theCompany.

Future Plans for Distribution and Retail: The management has launched the franchiseemodule for the retail network. In the first phase of expansion the company is looking tosetup 40+ retail outlets across Mumbai Pune Nasik Ahmedabad Surat Vadodra Rajkot anddifferent educated Health conscious and densely populated sectors across India. With thehelp of these distribution network / franchisee model the management is very optimisticfor the value addition and sales growth of the company.

Products : The company has also launched almost 230+ different products in wide rangeof categories viz :- Grains Cereals Pulses Snacks Syrups Capsules Health PowdersChurans Mukhwas Incence Sticks Soap Juices and many more. The company has alsolaunched the capsule range; The Company has also launched many medicinal and nutritionalpowders; all these products ranges gives the retail segment a broader scope and gives theedge of retailing and distribution everything under one roof. There is tremendous demandfor the all these products in domestic and international markets.

The management is actively participating in our mission to create a sustainableenvironment of bringing health happiness and True Wellness to our customers. Owing tothese launches the retail segment in a broader scope and gives the retail division theedge of retailing and distribution everything under one roof. There is tremendous demandfor the all these products in domestic and international markets.

The advanced processing methods and dehydration technologies ensure that our herbsretain their maximum level of potency for the highest quality most effective pure andnaturally organic True Wellness products available in the market today.

The management believes Buying organically grown food and healthy powders free ofharmful chemicals bursting with more nutrition taste and sustainable sustenance is adirect vote for immediate health and the hopeful future of generations to come.Commercially it is very much viable business and biggest consumer market of the World isIndia.

e-Commerce integrated solutions for the Brand "White Organics"

In-line with the growth prospect and the vision of moving forward with digital Indiaalso as per the current scenario of the country opting for more cashless transactions isthe need of the time. The management has commenced eCommerce integrated website:www.whiteorganics.co.in / www.whiteorganics.in and very soon planning to unveil dedicatedmobile application.

Exports: The Retail division of the company shall also commence exports very soon. Themanagement believes buying organically grown food and healthy powders free of harmfulchemicals bursting with more nutrition taste and sustainable sustenance is a directvote for immediate health and the hopeful future of generations to come. Commercially itis very much viable business and biggest consumer market of the World is India.

The company has already received few inquiries from different developing countries forexports of the Health Range of Organic Powders and Capsules. The management is determinedto spread the wings internationally very soon.

Future Farms LLP

Future Farms LLP (FFL) is a Rajkot based limited liability partnership firm. Thecompany is in the process to divest and exit from FFL

White Organic Agro F.Z.E

The company has commenced its full operations in its wholly owned subsidy in AjmanUAE.

Ajman Free Zone Authority or AFZA is strategically situated Free Zone at the entranceof the Arabian Gulf. AFZA was established in the year 1988 and was granted independentstatus by the ruler of Ajman.

Benefits of Ajman Free Zone Company Setup

A company established in Ajman can hold an account in a bank in the UAE Lowest tariffs in the region: Foreign investors enjoy lower set up costs than equivalent free zones in UAE.
Resident or employment visas for investor and employees This makes business registration a cost effective solution to international entrepreneurs.
A company located in Ajman enjoys 100% legal exemption from all imports and export duties. The most economical wage structure and easy access to vast work force
Cheap energy: Companies in Ajman enjoy low energy costs; it is popular for energy intensive businesses such as manufacturing to start their business in Ajman. Total exemption from all import and export duties
Total elimination of all service charges and hidden fees.
No corporate tax
No personal income tax
Foreign Investors can obtain a 20 year land lease which is renewable for another 20 years. This guarantees 40 years of legitimate tax exempt operations. Competitive pricing on premises
No hidden fees
No hidden charges
Exceptionally low handling charges
Registering your company in Ajman will allow you to own an office and do business in UAE. Lowest lease prices
World class infrastructure
100% foreign ownership and repatriation of capital and profits. Single Window Clearances (Licensing Immigration etc)
Low Labor Cost
Exempted from financial reports submission and audit. No Red Tape

The subsidiary in Ajman would prove as a gateway for the international market where thecompany would be exporting Organic produce.

In terms of provisions contained in Section 129(3) of the Act read with Rule 5 andRule 8 of the Companies (Accounts) Rules 2014 a report on the performance and financialposition of the said subsidiary Company is provided as ‘Annexure A' to this report.

STATUTORY AUDITORS

Pursuant to Section 139 and Section 141 of the Companies Act 2013 and rules madethereunder M/s. Gupta Raj & Co (FRN: 001687N) were appointed as the StatutoryAuditors of the Company for a period of 5 years to hold office from the conclusion of (27th)AGM till the conclusion of the 32nd AGM to be held in the year 2022.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of energy and technology absorption by theCompany is annexed to the report as “Annexure B”

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in form MGT-9 as prescribed under the provisions ofSection 92 of the Companies Act 2013 is annexed to the report as “Annexure C”.Further Annual return once file shall be available on the website of the Company underthe section Investor Relations

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review there were no earnings in foreign exchange and theforeign exchange out go amounted to INR 896388/- as compared to an out go of INR. 883638/- during the erstwhile financial year.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 regarding expenditure towardsCorporate Social Responsibility was not applicable to the Company for Financial Year2018-19. However the Company voluntarily extends financial support in the form ofdonations to certain social welfare organizations.

CORPORATE GOVERNANCE

Our Corporate governance philosophy: Your Company's philosophy on Corporate Governancehas been to ensure fairness to the stakeholders with full transparency and to enhance andretain investor trust. We always seek to insure that our performance is driven byintegrity.

Our Corporate governance report for the financial year ended on March 31 2019 forms apart of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on management discussion and analysis as per the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 forms integral part of this AnnualReport.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. Thedetail forms a part of the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY

White Organic Retail Limited Wholly Owned Subsidiary of the Company has been listed onthe BSE SME Platform w.e.f 10th May 2019 and post public issue continues to bea subsidiary with 55% Stake held by the Company.

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relates and the date of the report.

NOMINATION AND REMUNERATION POLICY

The Company has policies framed for remuneration and appointment of directors Keymanagerial personnel and senior management of the company including criteria fordetermining qualifications independence of Director and other matters as required underSection 178(3). The composition forms a part of the Corporate Governance Report and thesaid policy is available at the registered office of the Company.

PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND NON EXECUTIVE DIRECTORS

During the year under review the company has not entered into any transaction with itsNon-Executive Directors.

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

During the year under review the Company has not given any guarantee to any party asprovided under Section 186 of the Companies Act 2013. The details of loans granted andinvestments made by the Company are provided in note No. 3 4 and 11 to the standalonefinancial statements.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Company has appointed M/s. Rachana J Maru Company Secretary in Practice(C.P. No 16210) to undertake the Secretarial Audit of the Company for the F.Y. 2018-2019.

The Secretarial Audit Report is included as “Annexure D” and forms anintegral part of this report.

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the auditors' certificate on corporate governance is enclosed as “AnnexureE” to the Board's report.

RELATED PARTY TRANSACTIONS

All contracts arrangements and transactions entered by the Company with relatedparties during FY 18-19 were in the ordinary course of business and on an arm's lengthbasis. During the year the Company did not enter into any transactions contracts orarrangements with related parties that could be considered material in accordance with theCompany's policy on related party transactions drawn in accordance with relevantregulations applicable to the Company. Accordingly the disclosure of related partytransactions in Form AOC-2 is not applicable

The details of such transactions entered by the Company with Related Party Transactionswhich are at Arm's Length Price and in Ordinary Course of Business are provided in NoteNo. 28 of the Financial Statements.

DIRECTOR'S COMMENTS ON QUALIFICATIONS OR OBSERVATIONS

Statutory Auditors' Report

The comments mentioned in the audit report with respect to the funds that need to betransferred to IEPF account; the Board of Directors has initiated the process to transferthe funds to the IEPF account. Further the Statements made by the Auditors in theirreport are self-explanatory and doesn't require any comments by the Board of Directors.

Secretarial Auditor Report

With respect to comments mentioned in the report issued by Secretarial Auditors wewould like to state that the points mentioned in the said report are self-explanatory andnecessary measures are already initiated by the Board to adhere to the regulatoryrequirements.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy which helps the Company inidentification of risk lays down procedure for risk assessment and procedure for riskminimization.

PARTICULARS OF EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made bythe employees to the operations of the company during the period.

During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and therefore no disclosures need to be made under the saidsection. Further the details of the top 10 employees in terms of remuneration drawnpursuant to rule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules 2014shall be available at the registered office of the Company during the business hours andthe details ratios of the remuneration of each Director to the median remuneration to theemployees of the Company for the financial year are enclosed as “Annexure F“ tothe Board's Report. The Company had 7 permanent employees during the year 18-19.

Mr. Darshak Rupani Managing Director of the Company Mr. Prashantt Rupani DirectorMs. Jigna Thakkar (Women Independent Director) and Mr. Pritesh Doshi (IndependentDirector) are also Directors on the Board of Wholly Owned Subsidiary White Organic RetailLimited however they were not in receipt of any remuneration from the said subsidiary.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has complied with provisions relating to prevention of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 to the extentapplicable. During the year under review there were no cases filed relating to the SexualHarassment of Women at Workplace.

MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sense of appreciation for the excellentsupport received from the government authorities bankers consultants and the dedicatedefforts of all employees in the working of the Company.

By Order of the Board
Sd/ Sd/
Mr. Darshak Rupani Mr. Prashantt Rupani
Date : 04/09/2019 Managing Director Director/ CFO
Place: Mumbai DIN: 03121939 DIN: 03138082

Form AOC- 1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement of subsidiaries/ JointVenture / Associate Companies (Information in respect of each subsidiary to be presentedwith amounts INR in lacs)

Sl. No. Particulars Details Details
1. Name of the subsidiary / Joint Venture / Associate White Organic Retail Limited (Formerly Known As Sapna Infraventure Pvt. Ltd). White Organic Agro F.Z.E
2. Reporting currency and Exchange rate as on the last date of the relevant Financial year INR INR
3. Share capital 300.000 21.08
4. Other equity / Reserves 1763.74 NIL
5. Total Assets 5514.17 273.17
6. Total Liabilities 5514.17 273.17
7. Investments 1086.68 NIL
8. Turnover 16036.03 1017.39
9. Profit before Taxation 254.47 39.71
10. Provision for Taxation 74.90 N.A.
11. Profit after Taxation 179.56 39.71
12. Proposed Dividend NIL NIL
13. % of shareholding 100% 100%

 

For Gupta Raj & Co. By Order of the Board
Chartered Accountants
Firm Reg No : 001687N
Sd/ Sd/
Mr. Darshak Rupani Mr. Prashantt Rupani
Sd/- Managing Director Director/ CFO
CA Nikul Jalan DIN: 03121939 DIN: 03138082
Partner (Mem. No: 112353)

The information relating to conservation of energy and technology absorption by theCompany

(A) CONSERVATION OF ENERGY

i. the steps taken or impact on conservation of energy: The Company takes necessarysteps for the conservation of energy at the office premises and at other commercial units.

ii. the steps taken by the company for utilizing alternates source of energy: NIL

iii. the Capital Investment on energy conservation equipment: NIL

(B) TECHNOLOGY ABSORPTION

i. the efforts made towards technology absorption: NIL

ii. the benefits derived like product improvement cost reduction product developmentor import substitution: NIL

iii. in case of imported technology (imported during last three years reckoned frombeginning of financial year)

(a) Details of technology imported: Nil

(b)Year of Import: Nil

(c) Whether technology has been fully absorbed: Nil

(d)If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Nil

The expenditure incurred on Research and Development: Nil

By Order of the Board
Sd/ Sd/
Mr. Darshak Rupani Mr. Prashantt Rupani
Date : 04/09/2019 Managing Director Director/CFO
Place: Mumbai DIN: 03121939 DIN: 03138082

Annexure F” to the Board's Report

Ratio of remuneration of each director to the median remuneration of employees of thecompany for the financial year 2018-19 percentage increase of remuneration of eachdirector and percentage increase in remuneration paid to Directors:

Name of the Director/KMP Designation Total Remuneration paid in F.Y 2018-19 Ratio of remuneration of director to the median remuneration % increase in remuneration
Darshak Rupani Managing Director 900000 3.94 NA
Prashantt Rupani Director & CFO Nil Nil NA
Jitendra Mehta Director Nil Nil NA
Chandresh Jain Independent Director Nil Nil NA
Jigna Thakkar Independent Director Nil Nil NA
Pritesh Doshi Independent Director Nil Nil Nil

**In order to facilitate on-going business operations new team of fresh employees wererecruited during the year. Further during the reporting year Company has paid an overallremuneration of Rs. 1763000/- as Compared to remuneration of Rs. 1037000/- signifyingan overall increase of 70% during the FY 18-19 in the salaries paid. There has been noincrease in remuneration paid to the Managing Director as compared to previous financialyear. The said remuneration paid to Managing Director has been duly approved by themembers by means of special resolution.

Justification: As the Managing Director he is key person responsible for providingvital inputs for effective functioning diversification and general overall management ofthe company. Mr. Darshak Rupani's rich experience spans across various fields and hisleadership skills and expertise have helped the Company to Grow and diversify. Hisguidance and dedication have helped the Company to successfully venture out in newsectors. The Company has achieved an overall increase in consolidated income and also instandalone income during the ongoing financial year under his guidance.

By Order of the Board
Sd/ Sd/
Mr. Darshak Rupani Mr. Prashantt Rupani
Date 04/09/2019 Managing Director Director/CFO
Place: Mumbai DIN: 03121939 DIN: 03138082

RELATED PARTY DISCLOSURE

Pursuant to Regulation 34(2) & 53(F) along with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) regulations 2015

The disclosures with regards to related party transactions of the Company with itssubsidiary forms a part of the notes to financial statements under the head “Note 28Related Party Transactions“