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किल्पेस्ट इंडिया निदेशकों की रिपोर्ट, किल्पेस्ट इंडिया निर्देशकों द्वारा रिपोर्ट

किल्पेस्ट इंडिया

बीएसई: 532067  |  NSE: N.A  |  ISIN: INE994E01018  |  Pesticides & Agro Chemicals

खोजें किल्पेस्ट इंडिया कनेक्शन Mar 15
निदेशकों की रिपोर्ट वर्षांत : Mar '18

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company, for the financial year ended March 31,2018

FINANCIAL RESULTS:

The Company’s financial performance for the year ended 31 st March, 2018 is summarized below:

(Rs. in Lakhs)

Sr. No.

Particulars

Year 2017-18

Year 2016-17

I

Sales Turnover

1577.19*

1300.65**

II

Profit before Depreciation

86.30

57.55

Less: Depreciation

29.41

30.41

III

Profit before Tax (PBT)

56.89

27.14

Less: Provision for Tax

4.89

4.14

IV

Net Profit after Tax

52.00

23.00

*Net of GST *

*Net of Excise

OVERVIEW OF COMPANY’S PERFORMANCE FORTHE YEAR 2017-2018:

The Company’s Sales for the FY 2017-18 stood at Rs 1577.19 lac slightly higher by 21.26% as compared to FY 2016-17 which was Rs 1300.65 lac. The Net Profit stands at Rs 52.00 lac which is substantially higher by 126.09% as compared to last year which was Rs 23.00 lac.

Agrochemical Industry continues to face challenges from erratic monsoon, tower farm gate priccs tor some crops, debt laden fanners. This year to add to the problems, the raw material priccs started to increase since beginning of FY 2017-18, along with shortage of products specially synthetic pyrethroids, and all these made the year tough. Still company could ctose the year well due to prudent controls, by product diversification continued focus ol exports and public health business and cost cutting measures.

Coming year would also be challenging however the company should be able to ward off the ill effects of above narrated issue by prudent management places.

Subsidiary :

The subsidiary has made great achievements in terms of sales & profits, however now onwards with increased base numbers the growth will not be in 3 digits. However the molecular diagnostic business shall continue to grow’ well tor few years from now; with new product addition (with continuous R & D efforts), new customer addition, and venturing into export markets.

Your Company’s products command a very good respecl/trust in the market, and the company is regarded by big labs as a reliable solution provider at par to the foreign exchange.

The Subsidiary has made a wide range of diagnostic kits ranging from infectious diseases to oncotogy, which are being acccptcd by big names customers in diagnostic market. In times to conic this Subsidiary would bccomc a market leader. Subsidiary (Molecular Diagnostic Business) sales grew by 142.35% and EBITDA grew from Rs 150.57 lac to Rs 433.13 lac ; NPgrew from Rs 90.20 lac to Rs 290.60 lac.

PUBLIC DEPOSITS:

No deposits have been accepted from public during the financial year 2017-18

DIVIDEND:

Although the profit is less, the directors still recommend a dividend of 5% (Re 0.50 per lully paid up equity shares ol Rs 1 ()/- each) for the financial year ended 3 I st March 2018, just to reward shareholders patience. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

TRANSFER TO RESERVES:

The balance of Profit and Toss Account after adjusting income tax, proposed dividend and tax on proposed dividend is proposed to be transferred to Reserves and Surplus in Balance Sheet.

Consideration amount received against issue of Preferential Allotment of Convertible Warrants is also transferred to Reserves and Surplus as shown in Schedule “B” of Balance Sheet.

EXPANSION:

The Company has taken steps to consolidate the production for achieving the economies of scale. However, the Company has not taken up any major expansion during the year under review.

CHANGES IN THE NATURE OFBUSINESS, IFANY:

There was no change in the nature of business of the Company during the financial year ended 31 st March 2018.

CURRENT LISTING:

Presently, the Equity Shares of the company are listed on the Bombay Stock Exchange Ltd. Mumbai.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2018 was RS 6, 40, 81,000. During the year under review, the Company has not issued any Equity shares.

PREFERENTIAL ALTOTMENT OF CONVERTIBLE WARRANTS IN M/S KILPEST INDIA LIMITED, HOLDING COMPANY

Pursuant to the special resolution passed at the Extra - Ordinary General Meeting of the Company held on Monday, December 18, 2017 your company altotted II, 00,000 numbers of warrants convertible into Equity Shares on Preferential Basis on December 26, 2017 to non promoter on preferential basis at an issue price of Rs 85 per warrant (Inclusive of Rs 75 towards share premium) to:

S.No

Name of Altottee (s)

No. of Warrants Altotted

Category

1

M/s Own Leasing and Financc Private Limited

550000

Non-Promoter

2

Mr. Varun Daga

550000

Non-Promoter

Warrant is convertible into one equity share within a period of 18 months from the dale of altotment. The Altottees have paid around 47.05% of the exercise price of the Warrants at the time of subscription. The Warrants can be exercised anytime within 18 months ol altotment of the Warrants. Upon exercise of the right to subscribe for equity share, the warrant holders shall be liable to make the payment of balancc sum towards subscription to each equity share, as may be applied. The amount paid against the Warrants shall be adjusted/ set off against the issue price of resultant equity shares. In the event that any Warrant is not exercised within 1 8 months of altotment, the subscription price paid will be forfeited.

INCREMENT IN SALARY OF MR. DHIRENDRA DUBEY, DIRECTOR FROM M/S 3B BLACKBIO BIOTECH INDIA LIMITED, SUBSIDIARY COMPANY

Mr. Dhirendra Dubey has been a nodal officer for the starting of the Subsidiary Company i.e. M/s 3B BLACKBIO BIOTECH INDIA LIMITED right from beginning and has been working as its Director of the Company since 12-112010 without any salary for live years until last year when the following Salary and Perquisite were approved in the AGM dt 25-09-2017(AGM of M/s Kilpest India Limited, Holding Company)

1 Basic Salary: Rs.50,000/- per month w.e.f. August 1,2017.

2 Commission: Not cxcccding I (one) percent of net profit w.e.f. financial year 2017-2018

Mr. Dhirendra Dubey, Director ol M/s 3B BLACKBIO BIOTECH INDIA LIMITED has provided dedicated and meritorious services and significant contribution to the overall growth of the Company. Therefore the Board is of the view that the existing remuneration in respect of Mr. Dhirendra Dubey, Director of the Company may not be sufficient enough to justify his hard work and the efforts put-in by him, therefore the Board has approved a new level of remuneration which is sufficient to attract and retain the right ealibre of members needed to run the Company successfully which is as follows:

Salary and Perquisite:

1 Basic Salary: Rs. 1,00.000/- per month w.e.f. May 1.2018.

2 Commission: Not exceeding 1 (one) percent of net profit w.e.f. financial year 2017-2018

The above salary to be paid by M/s 3B Blackbio Biotech India Limited will be over and above current salary of Rs 60.000 per month drawn from M/s Kilpest India Limited, Holding Company

The payment of remuneration has been approved in the Board Meeting of the company dt 23-05-18 Nomination and Remuneration Committee and Audit Committee, (vide meeting dt 23-05-18) of M/s Kilpest India Limited. Holding Company

INCREMENT IN SALARY OF MR. NIKHIL KUBER DUBEY, DIRECTOR FROM M/S 3B BLACKBIO BIOTECH INDIA LIMITED, SUBSIDIARY COMPANY

Mr. Nikhil Kuber Dubey has been a nodal officer for the starting of the Subsidiary Company i.e. M/s 3B BLACKBIO BIOTECH INDIA LIMITED right from beginning and has been working as its Director of the Company since 12-112010 without any salary for five years until last year when the following Salary and Perquisite were approved in the AGM dt 25-09-2017( AGM of M/s Kilpest India Limited, Holding Company)

1 Basic Salary: Rs.50,000/-per month w.e.f. August 1,2017.

2 Commission: Not exceeding 1 (one) percent of net profit w.e.f. financial year 2017-2018

Mr. Nikhil Kuber Dubey, Director of M/s 3B BLACKBIO BIOTECH INDIA LIMITED has provided dedicated and meritorious services and significant contribution to the overall growth of the Company. Therefore the Board is of the view that the existing remuneration in respect of Mr. Nikhil Kuber Dubey. Director of the Company may not be sufficient enough to justify his hard work and the efforts put-in by him, therefore the Board has approved a new level of remuneration which is sufficient to attract and retain the right calibre of members needed to run the Company successfully which is as follows:

Salary and Perquisite:

1 Basic Salary: Rs. 1,00,000/-per month w.e.f. May 1,2018.

2 Commission: Not exceeding 1 (one) percent of net profit w.e.f. financial year 2017-2018

The above salary to be paid by M/s 3B Blackbio Biotech India Limited will be over and above current salary of Rs 60.000 per month drawn from M/s Kilpest India Limited, Holding Company

The payment of remuneration has been approved in the Board Meeting of the company dt 23-05-18 Nomination and Remuneration Committee and Audit Committee, (vide meeting dt 23-05-18) of M/s Kilpest India Limited. Holding Company

PREFERENTIAL ALTOTMENT OF CONVERTIBLE WARRANTS IN M/S 3B BLACKBIO BIOTECH INDIALIMITED, SUBSIDIARY COMPANY

Pursuant to the provisions of section 42. 62(1 )(c) and other applicable provisions, if any ol’the Companies Act, 2013 read with the Companies (Prospectus and Altotment of Securities) Rules, 2014 and the Companies(Share Capital and Debentures) Rules, 2014 (including any statutory modification thereto or re-enactment thereof for the time being in forcc)(lhc “Acl”), the Articles of Association of the Company and special resolution passed at the Extra - Ordinary General Meeting of the Company held on Monday, December 18, 2017 M/S 3B BLACKBIO BIOTECH INDIA LIMITED. SUBSIDIARY COMPANY altotted 4. 00,000 numbers of warrants convertible into Equity Shares on Preferential Basis on December 30, 2017 to Promoters and Non Promoter on preferential basis at an issue price of Rs 100.00 (Rs 10/- face value and Rs 90 towards prcmium)detcrmincd on the basis of valuation report in terms of applicable provisions of Conipanies Act, 2013, to the following:

S.No.

Name of Altottee (s)

No. of Warrants Altotted

Category

1

M/s Kilpest India Limited, Holding Company

3,00,000

Promoter

2

Mr. Dhirendra Dubey

40,000

Promoter

3

Mr. Nikhil Kubcr Dubey

10,000

Promoter

4

Mr. Prateek Goel

50,000

Non Promoter

Director/Promoter of Ms K11. PI SI INDIA LIMITKf). I tolding< ‘ompany.

One Share Warrant is convertible into one equity share within a period of 12 months from the date of altotment.. The Altottees have paid around 25% of the exercise price of the Warrants at the time of subscription. The Warrants can be exercised anytime within 12 months of altotment of the Warrants. Provided that where the altotment of securities is not completed within 12 months from the date ol’passing of the special resolution, another special resolution shall be passed forthe company to complete such altotment thereafter.

M/S 3B BLACKBIO BIOTECH INDIA LIMITED, SUBSIDIARY COMPANY RECEIVED NATIONAL AWARD GIVEN TO MSME’s FOR THE YEAR 2018

M/s 3B BlackBio Biotech India Ltd, received National Award of Rs. 15 Lakhs (Rupees Fifteen Lakhs Only/-) on 11-052018, given to MSMEs for the year 2018, for “Successfully Commercialized A Product Based on Indigenous Technotogy”, from the Hon’blc President of India. The company was selected as the winner of MSME National Awards 2018 under Category B for the “Successful commercialization of a technology based product” for TRUPCR® BCR-ABL1 Kit (proprietary product).

The award was organised by the Technology Development Board, Department of Science and Technology, Govt, of India, in connection with the 20th Technology Day on 11 th May 2018 at Vigyan Bhavan, New Delhi.

The TRUPCR® BCR-ABL1 Kit is a first unique Innovative product as it detects and quantifies all three transcripts (M, m, n) responsible for CML, ALL & AML. This is first kit to be calibrated with two international reference materials WHO and ERM (European Reference material) and is highly sensitive to detect up to deep molecular response 5 (5 tog reductions of disease from baseline), helping clinician to decide on further drug therapy.

M/s 3B BlackBio’s R&Dteam is involved in designing, development & validation of PCR assays which are appreciated very well across various prestigious Government/Private diagnostic laboratories of the country, and company has successfully introduced more than 25 assays during last 4 years. Keeping in mind Govt, of India vision to eradicate TB from India by 2022 company has developed TRUPCR® Rifampicin Resistant MTB Detection Kit which identifies TB along with its drug resistance status (MDRTB), which also has been successfully launched after validation at ICMR institute NIRT Chennai.

DIRECTORS:

During the year under review, the Company designated Mr. Nikhil Kubcr Dubcy, Whole Time Director of the company as CFO w.e.f. May 23,2018 under Companies Act,2013

In accordance with the provisions of the Companies Act, 2013, Mr. Nikhil Kubcr Dubey, Director retiring by rotation and being eligible, offered himself for re-appointment at the ensuing Annual General Meeting.

All Independent Directors have given declaration that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with schedules and rules issued as well as Listing Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your company, risk management systems and other material developments during the Financial Year 2017-18.

Management Discussion and Analysis Report for the year 2017-18 as stipulated under SEBI Listing Regulations, is presented in a separate section forming part of Annual Report.

CORPORATE GOVERNANCE:

Your Company continues to be committed to good Corporate Governance aligned with good practices. A separate report on Corporate Governance along with Auditors’ Certificate on compliance with the Corporate Governance forms an integral part of this Annual Report.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

RISK MANAGEMENT:

Risk management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks.

This robust Risk Management framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Company’s competitive advantage.

The heads of various Departments are responsible with respect to the process of identifying key risks associated with the business. There are no risks which in the opinion of the Board threaten the existence of your Company.

The Company has adopted a Risk Management Policy pursuant to Section 134 of the Companies Act, 2013.

WHISTLE BLOWER POLICY/V1GILMECHANISM:

The Company has a Vigil Mechanism/Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the code of conduct. The details pertaining to Whistle Blower Policy are included in the Corporate Governance Report, which forms part of this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Consolidated Financial Statements of the Company and its subsidiaries, prepared form part of the Annual Report and are reflected in the Consolidatcd Financial Statements of the Company.

The annual Financial Statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the respective Subsidiary Companies and will be available to investors seeking information at any lime. They are also available on the website of the Company.

The consolidated financial results reflect the operations of its subsidiary:

M/s 3B BLACKBIO BIOTECH INDIA LIMITED, prepared form part of the Annual Report.

The statement pursuant to the provisions to Section 129(3) of the Companies Act 2013, containing salient features of the financial statement of the Company’s Subsidiary in Form AOCI is given in Annexure - III.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES ANDOFDIRECTORS:

In terms of applicable provisions of the Companies Act, 2013 read with Rules framed there under and provisions of Listing Regulations and on the recommendation of Nomination and Remuneration Committee, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director carried out on an annual basis. Accordingly, the annual performance of the Board, its committees and each Director was carried out for the Financial Year 2017-18.

Criteria for evaluation of individual Directors include aspects such as professional qualifications, prior experience, especially experience relevant to the Company, knowledge and competency, fulfilment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders’ interests in mind and effectiveness as Chairman

Criteria for evaluation of the Committees of the Board include mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.

EMPTOYEE STOCK OPTION SCHEME:

At present, the Company is not having any Employee Stock Option Scheme.

AUDITORS:

At the AGM of the Company held last year, pursuant to the provisions of the Companies Act, 2013 and the Rules made there under, M/s Bahcti & Co, Chartered Accountants (Finn Registration No. 006287C)), were appointed as Statutory Auditors of the Company from the conclusion of the 45th AGM held on 25th September. 2017 till the conclusion of the 50th AGM to be held in the year 2022, subject to ratification of their appointment at every AGM, if so required under the Act. M/s Baheti & Co has submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Audit Report of M/s Bahcti & Coon the Financial Statements of the Company for the Financial Year 2017-18 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

AUDITORS’ REPORT:

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The Auditor’s Report for the financial year ended 31 st March 2018 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s P.K.. Rai & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended 31 st March, 2018. The Secretarial Audit Report tor the Financial Year ended 31 st March, 2018 is annexed as Annexure IV and docs not contain any qualification, reservation, adverse remark or disclaimer

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed Mr. Rahul Jain, Chartered Accountant to conduct internal audit reviews for the Company.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Ind AS with effect from I st April 2017 with a transition date of I st April 2016. Accordingly, results for the year ended 31 st March 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and other GAAP in India. Previous periods figures have been restated as per Ind AS to make them comparable.

Secretarial Standards of 1CS1

The Company is in compliance with the Secretarial Standards i.e SS-1, SS-2 issued by the Institute of Company Secretaries of India and approved by the Central Government.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year, the Company was not required to transfer any amount to the Investor Education and Protection Fund.

DETAILS OF UNCLAIMED DIVIDEND ON WEBSITE

In order to help Members to ascertain the status of dividends, the Company has uploaded the information in respect of unclaimed dividends for the financial year ended 3 1st March, 2011 and subsequent years on the website of Investor Education and Protection Fund, www.icpf.gov.in and under “Investor Relations” Section on the website of the Company, www.kilpest.com

UNCLAIMED DIVIDENDS/ SHARES TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Members are hereby informed that under the Act, the Company is obliged to transfer any money lying in the Unpaid Dividend Account, which remains unpaid or unclaimed for a period of seven years from the dale ol such Iransler to the Unpaid Dividend Account, to the credit of the Investor Education and Protection Fund (‘the Fund’) established by the Central Government.

Members are also requested to note that, pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended) (‘IEPF Rules’), the Company is also obliged to transfer all shares on which dividend has not been paid or claimed for seven consecutive years or more to the Demat Account of the IEPF Authority notified by the Ministry of Corporate Affairs (‘I EPF Demat Account’).

Members who have not yet encashed their dividend warrant(s) for the financial year ended 31 st March, 2011 and for any subsequent financial year, are requested to make their claims to the Company without any delay, to avoid transfer of their dividend/ shares to the Fund/ IEPF Demat Account

It may be noted that unclaimed dividend for the financial year 2010-11 declared on 30th September, 2011, can be claimed by the Members by 31 st October, 2018.

HUMAN RESOURCE MANAGEMENT:

Our Employees are most valuable assets ol the Company. We encourage innovation, meritocracy and the pursuit of excellence. We have setup a scalable recruitment and human resources management process, which enables us to attract and retain employees. Cordial employee relations were maintained throughout the year in the Company. The directors express their appreciation tor the contribution made by employees to operations of the Company during the year.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULAR OFEMPLOYEES:

Number of Employees as on March 31,2018 was 48.

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (Including any statutory modification(s) or re-enactment(s) for the time being in force).

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. in respect of the Directors/emptoyecs of the Company is set out in Annexure-VI to this report.

AUDIT COMMITTEE

The details pertaining to composition to audit committee are included in the Corporate Governance Report, which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises directors namely Mr. Shabbar Husain, Mr. Dhirendra Dubey and Mr. Abdul Moin Khan.

The Company s Policy relating to appointment of Directors, payment of Managerial Remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as Annexure II and forms part of this Report.

MEETINGS OF THE BOARD

Fourteen meetings of the Board of Directors were held during the year. For further details, please refer to report on Corporate Governance of this Annual Report.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations. ”

Further a separate meeting of the Independent Directors of the Company was also held on 23rd March 2018.

CONSERVATION OF ENERGY, TECHNOTOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

A statement giving details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure V to this Report.

EXTRACTOFANNUAL RETURN

The details forming part of the extract of the Annual Return as on 3 1st March 2018 in form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014. are set out herewith as Annexure I to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

INSURANCE:

The assets of Company are adequately insured against toss of fire, riot, earthquake, food etc. and other risks which are considered necessary by the Management.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRING AFTER BALANCE SHEET.

No material changes and commitments affecting the financial position of the company occurred between the ends of this financial year to which these financial statements relate on the date of this report.

GENERAL:

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

1. Details relating to CSR Committee.

2. No significant or material orders were passed by the Regulators or Courts of Tribunals which impact the going concern status and Company’s operations in future.

3. No company/companies have become/ceased to be subsidiaries, J Vs or Associate companies during the year.

4. Details relating to issue of Equity Shares with Differential Rights, Sweat Equity, ESOS etc.

5. Details relating to disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.

6. Particulars of contracts or arrangements with related parties referred to in subsection (I) of section 188

7. Details regarding cost audit

Your Directors further state that during the year under review, there was no eases filed pursuant to the Sexual Ilarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS’RESPONSIBILITY STATEMENT:

The Statement of the Directors’ Responsibility on Annual Accounts of the Company referred to in clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 shall state that-

1. That in preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profits and toss of the Company for that period;

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the directors had prepared Annual Accounts on a going concern basis; and

5. The directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the cooperation and continued support received from Bankers, Financial Institutions, Government agencies, Shareholders, Vendors, Customers and Society at large. Your directors also take on record, their appreciation for contribution and hard work of Executives, Employees and Workers.

FOR AND ON BEHALF OF THE BOARD

PLACE: BHOPAL R.K. DUBEY

DATE: 23/05/2018 CHAIRMAN & MANAGING DIRECTOR

स्रोत: रेलीगरे टेचनोवा

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