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Directors Report of Atishay Ltd.

Mar 31, 2018

TO, THE MEMBERS ATISHAY LIMITED

The Directors have pleasure in presenting the 18th (Eighteenth) Annual Report of Atishay Limited together with the Audited Financial Statements for the financial year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS

(Rs, In Lakhs)

Particulars	2017-18	2016-17
Total Income	2389.79	2199.07
Total expenses	1982.38	1731.80
Profit before tax	407.42	467.27
Tax Expenses	104.50	140.56
Profit after Tax (PAT)	302.92	326.71
Other Comprehensive Income	(0.32)	(0.23)
Total Comprehensive Income for the year	302.60	326.48

REVIEW OF THE OPERATIONS OF THE COMPANY:

During the financial year ended 31^st March 2018, your Company has recorded total Income of Rs, 2389.79 Lakhs as against Rs, 2199.07 Lakhs during the previous financial year 2016 -17. The total comprehensive income for the year under consideration remained at Rs, 302.60 Lakhs as against Rs, 326.48 Lakhs during the previous financial year 2016-17.

DIVIDEND

In continuation of earlier trend of declaring dividend and keeping in mind the overall performance and the outlook of your Company, the Directors are pleased to recommend for approval of the members, at the ensuing Annual General Meeting, a final dividend of '' 0.60/- per share for the financial year 2017-18 .

The Final Dividend, subject to the approval of Members at the Annual General Meeting to be held on July 24^th, 2018, will be paid to the Members whose names appear in the Register of Members, as on the cutoff date / Record Date, i.e.17th July,2018 .

TRANSFER TO RESERVE

Your Directors proposed to transfer Rs, 181.56 Lakhs to the General Reserve out of the profits available with the Company for appropriations. UNCLAIMED DIVIDEND / SHARES

Pursuant to Section 124 (5) & (6) of the Companies Act, 2013, the Company is not having any unclaimed or unpaid dividends as well as resulting shares thereon for a period exceeding 7 years, liable to be transferred to the Investors Education and Protection Fund.

NUMBER OF BOARD MEETINGS HELD

Total 5 meetings of the Board were held during the year and gap between two Board Meetings does not exceed 120 days.

CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding, as on the balance sheet closure date.

SHARE CAPITAL

During the year there is no Change in share capital of the Company.

INDIAN ACCOUNTING STANDARD

These financial statements for the year ended March 31, 2018 are the first financials with comparatives, prepared under Ind AS. For all previous periods including the year ended March 31, 2017, the Company had prepared its financial statements in accordance with the accounting standards notified under Companies (Accounting Standard) Rule, 2006 (as amended) and other relevant provisions of the Act (hereinafter referred to as ''Previous GAAP'') used for its statutory reporting requirement in India.

The accounting policies are applied consistently to all the periods presented in the financial statements, including the preparation of the opening Ind AS Balance Sheet as at April 1, 2016 being the date of transition to Ind AS.

STATE OF COMPANY AFFAIRS:-

We are a technology driven Company, focusing on creating India''s largest network of last-mile retail points-of-sale, delivering e-Governance to the unsaved rural, semi-urban, and urban markets. Being the largest systems integrator for key government projects, we enable the Central and State governments to deliver e-Governance services to every citizen - more affordably and more efficiently than ever before.

We are a CMM Level 3, an ISO/IEC 27001:2005 and ISO 2008:2015 certified data management and IT Solution Company. Our strengths lie in providing technology driven business solutions, enabling our clients to achieve their strategic goals.

During the year the Company has capitalized its established track record of handling Government projects and captured additional markets thereby increasing geographical presence in order to deliver added value to our customers. Maxidoo, a Hotel (ERP) software, is a project which is getting developed facilitates the Hotels in managing inventory, maintaining staff control, improving service efficiency, optimizing costs and in reducing manpower dependency.

A detailed analysis of the same is available in the Management discussion and Analysis Report forming a part of Annual Report. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES UNDER SECTION 186

The Company has not granted any loan, guarantee, or made any investments during the year ended 31st March 2018 under Section186 of the Companies Act, 2013 and Rule made there under. Pursuant to Section 186 (4) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), disclosure on particulars relating to Loans, advances and investments are provided as part of the financial statements.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS:

The Company has in place proper and adequate internal control systems that commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to Audit Committee.

HUMAN RESOURCES INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business. The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organizationâs growth and its sustainability in the long run.

NOMINATION & REMUNERATION POLICY OF THE COMPANY

The Company''s policy relating to remuneration of Directors, Key Managerial Personnel and other Employees is given in Annexure A. The policy is also displayed on Website of the Company at www.atishay.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SECTION 188(1)

All transactions entered with Related Parties for the year under review were entered on arm''s length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made there under were not attracted. The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014 and the same is annexed to the Board''s Report as Annexure-B.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arm''s length.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report on the financial condition and result of consolidated operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS

The Members of the Company had appointed M/s B. M Parekh, Chartered Accountants, Mumbai (Registration no. 107448W), as the Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 17th Annual General Meeting held on 19th July,2017 till the conclusion of 22nd Annual General Meeting of the Company.

AUDITOR''S REPORT

The observations of Auditors in their report read with notes to the accounts are self-explanatory.

SECRETARIAL AUDITOR''S REPORT

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 has appointed/s Prajakta V. Padhye & Co., Practicing Company Secretary, Dombivali, to undertake the Secretarial Auditor of the Company for the Year-2017-18.

Secretarial Audit Report for the Financial Year 2017-18 as issued by M/s Prajakta V. Padhye & Co., Practicing Company Secretary, Dombivali in Form MR-3 is annexed to the Board''s Report as Annexure -C which is self-explanatory and do not call for any further explanation of the Board.

BOARD OF DIRECTORS AND ITS MEETINGS

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non Executive and Independent Directors including Woman Directors. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders. One meeting of the Board of Directors is held in each quarter. Additional meetings of the Board are convened as may be necessary for proper management of the business operations of the Company. Separate meeting of Independent Directors is also held at least once in a year to review the performance of Non-Independent Directors, the Board as a whole and the Chairman. The details pertaining to the composition, terms of reference. of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

Information available for the members of the Board:-

The Board has complete access to any information within the Company. The Company has provided inter alia following information and discussed the matters:

- Financial results of the Company,

- Minutes of meetings of the Board and Committee Meetings

- Quarterly and Yearly Compliance reports

- Disclosures received from Directors;

- Related party transactions;

- Regular business updates;

- Report on action taken on last Board Meeting decisions;

- Various Policies of the Board;

- Code of Conduct for the members of the Board;

BOARD EVALUATION:

The provision of sec. 149(8) of Companies Act, 2013 states that formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual directors'' including Independent Directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. Recommendations and suggested areas of improvement for the Board, its various committees and the individual Directors were considered by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

a) Directors

Your Company has Seven (7) Directors of which Two (2) are Executive, One (1)Non-Executive and Four (4) are Independent Directors as on 31stMarch, 2018.

b) Independent Directors

In terms of the definition of ''Independent Directors'' as prescribed under Regulation 16 (1) (b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, to the effect that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The following Non-Executive Directors are Independent Directors of the Company:

1. Mr. Ajay Mujumdar

2. Mr. Arvind Vishnu Lowlekar

3. Mr. Kavindra Singh

4. Mrs. Poonam Agrawal

c) Managing Director and Whole-time Director

- During the year, Mr. Akhilesh Jain continued to remain as the Chairman & Managing Director of the Company.

- During the year, Mr. Archit Jain continued to remain as the Whole-time Director of the Company.

d) Appointment/Resignation of Director and Key Managerial Personnel

- During the year, Miss Iti Tiwari and Mr. Arjun Singh Dangi continued to remain as the Company Secretary & Compliance Officer and as the Chief Financial Officer of the Company.

e) Retire by Rotation

Mrs. Rekha Jain, Non -Executive Director of the Company will retire by rotation at the 18th Annual General Meeting in pursuance of the provisions of Section 152 of the Companies Act, 2013 and being eligible has offered herself for the re-appointment at the 18th Annual General Meeting.

Further details as required under the provisions of Regulation 36 (3) of Listing Regulation about the Director seeking re-appointment in the ensuing Annual General Meeting are annexed to the Notice of 18th Annual General Meeting which is being sent to the Members along with the Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and non-mandatory Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:

Mandatory Committees:-(a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulations. All the members of the committee are financially literate and Mr. Arvind V Lowlekar, Chairman of the Committee is an Independent Director and possesses financial expertise. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

(B) Stakeholder''s Relationship Committee

Stakeholder''s Relationship Committee has been constituted by the Board in accordance with Section 178 of the Companies Act, 2013.The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report.

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the members of the committee are Independent Directors. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In terms of the section 177(9) of companies act, 2013 and rules framed there under, your Company has established a ''Whistle Blower Policy and Vigil Mechanism'' for directors and employees which provides a channel to the employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by whistle blower through an e-mail, or dedicated telephone line or a letter to the concerned authorities.

PREVENTION OF INSIDER TRADING:

The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Company at the link: http://atishay.com/investors/Policies/Insider-Trading-Policy.pdf.

SEXUAL HARASSMENT OFWOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013(SHWWA):

Atishay quest for competitive excellence consists of its commitment to lawful and ethical conduct and adherence to its values. Integrity, honesty and respect for people remain some of its core values. Your Company is committed to providing a work environment that is professional and mature, free from animosity and one that reinforces our value of integrity that includes respect for the individual. The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Policy aims to develop a harmonious and productive working environment free from sexual harassment. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.

RISK MANAGEMENT

For your Company, Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensure adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the shareholder value. Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defense cover of the Company''s risk management. The Company has a robust organizational structure for managing and reporting on risks. The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company''s Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing the terms of likelihood and Magnitude of impact and determining response strategy.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is attached as Annexure-D, to this report.

CORPORATE GOVERNANCE

Your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder value. Your Directors reaffirm their continued commitment to good corporate governance practices. It is an ethically driven business process that is committed to values aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders'' expectations. The Company presents a statement of all related party transactions before the Audit Committee. A detailed report on Corporate Governance forms an integral part of Annual Report and is set out as separate section therein.

The appended report does not contain any qualification, reservation or adverse remarks.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company'' future operations.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company and hence the provisions of the same are not applicable to the Company.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OFTHE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATED AND THE DATE OF REPORT

There are no Material changes and commitments in the business operations of the Company from the financial year ended March 31, 2018 to the date of signing of the Boards Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Account) Rules, 2014:

A. Conservation of Energy:

While continuing to believe in philosophy of Energy saved is Energy produced, adequate measures commensurate with the business operations have been taken to reduce and conserve the energy consumption by utilizing energy efficient equipment whenever required.

B. Technology Absorption:

Research and Development (R&D): Nil Technology absorption, adoption, and innovation: Nil

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings:

Nil Foreign Exchange Outgo: Nil

CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the criteria as mentioned in the Section 135 of the Companies Act, 2013 and rules made thereof which specifies the requirement of forming the Corporate Social Responsibility Committee.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, Directors of your Company state and confirm that:

a. In the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards have been followed and there are no material departures from the same;

b. The 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 as at March 31, 2018 and of the profit and loss of the Company for year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating, and building for growth, enhancing the productive asset and resource base, and nurturing overall corporate reputation.

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median employee''s remuneration and other details in terms of section 197 of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014 are annexed as AnnexureâE which forms part of this report. During the financial year 2017-18, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under section 197(12) of the act read with rule 5(2) of the companies (appointment and remuneration of managerial personnel) rules, 2014.

CAUTIONARY NOTE

Statements in this board''s report and management discussion and analysis describing the company''s objectives, projections, estimates, expectations, or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGMENTS

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. The Directors also place on record their heartfelt appreciation for the commitment and dedication of the employees of the Company across all the levels who have contributed to the growth and sustained success of the Company.

Date: 25.05.2018 For and on behalf of the Board

Place: Bhopal of Atishay Limited

Akhilesh

Jain Chairman & Managing Director

DIN:00039927

Mar 31, 2017

To,

The Members

Atishay Limited (Formerly Known as Atishay Infotech Limited)

The Directors have pleasure in presenting the 17th (Seventeenth) Annual Report of Atishay Limited (Formerly Known as Atishay Infotech Limited) together with the Audited Financial Statements for the financial year ended 31st March, 2017.

FINANCIAL HIGHLIGHTS

(Rs. In Lakhs)

Particulars	2016-17	2015-16
Total Turnover	2313.22	1861.27
Other Income	69.02	99.13
Total Revenue	2382.24	1960.40
Less: Expenditures & Depreciation	1922.65	1532.53
Profit before exceptional and extraordinary items and tax	459.59	427.87
Add: Prior period items	14.22	(11.26)
Profit before Tax (PBT)	473.81	416.61
Less: Tax (including deferred Tax)	140.58	116.76
Profit after Tax (PAT)	333.23	299.85

Review of the operations of the Company:

During the financial year ended 31^st March 2017, your Company has recorded a turnover of Rs.2313.22 Lakh as against Rs.1,861.27 Lakh during the previous financial year 2015-16. The Net Profit of your Company, for the year under consideration, remained at Rs.333.23 Lakh as against Rs.299.85 Lakh during the previous financial year 2015-16.

Dividend

Your Directors, considering the financial requirement of the Company, have not recommended any dividend for the financial year ended 31st March 2017.

Transfer to Reserve

Your Directors proposed to transfer Rs.333.23 Lakh (Previous Year Rs.299.85 Lakh) to the General Reserves out of the profits available with the Company for appropriations.

Transfer to Investor Education and Protection Fund

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

Hotel Business & its Operations

During the year, the Company has diversified its business area and has entered into the hospitality industry in the name of Hotel Atishay, a unit of Atishay Limited (Formerly Known as Atishay Infotech Limited). Despite the challenging environment, the Company proceeded with its expansion plan charted out for the year. The Company has initiated effective and suitable measures to efficiently utilize its resources and has recorded a turnover of Rs.513.05 Lakh from the Hotel and Hospitality business. The management is hopeful of maintaining the upward growth in the coming years too.

Change in Nature of the Business

There was no change in the nature of business of the Company during the year under review.

Public Deposits

The Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding, as on the balance sheet closure date.

Share Capital

A. During the year, Company had increased its Authorized Share Capital from Rs.100,000,000.00 (Ten Crore Only) divided into 10000000 (One Crore) Equity Share of Rs.10.00 each to Rs.110,000,000.00 (â Eleven Crores Only) divided into 11,000,000 (One Crore Ten Lakhs) Equity Shares of Rs.10.00 vide Ordinary Resolution passed at the Annual General Meeting held on 12^th August, 2016.

B. Further during the year on 20^th September, 2016 the Company has allotted 2,196,266 Equity Share of Rs.10.00 each as a Bonus Shares aggregating to Rs.21,962,660.00 in the proportion of 1 (one) equity share for every 4 (four) existing equity share held by the Members as per the provisions of Section 63 and other applicable provisions of the Companies Act, 2013, read with Rule 14 of the Companies (Share Capital & Debentures) Rules, 2014.

Human Resources

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the companyâs approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

Statutory Auditors

The Members of the Company had appointed M/s Tasky Associates, Chartered Accountants, Bhopal (Registration No. 008730N) as the Statutory Auditors of the Company for two consecutive financial years in the 15^th Annual General Meeting held on 28th May, 2015 till the conclusion of 17^th Annual General Meeting of Company to be held in the year 2017. Since the tenure of existing Statutory Auditors is getting over in the ensuing 17^th Annual General Meeting, the Board proposed the name of M/s B. M Parekh & Co., Chartered Accountants, Mumbai (Registration no. 107448W) to be appointed as Statutory Auditors of the Company for conducting the audit for five consecutive Financial Years i.e., up to 31^st March, 2022 till the conclusion of 22^nd Annual General Meeting of the Company.

Auditorsâ Report

The observations of Auditors in their report read with notes to the accounts are self-explanatory.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Prajakta V. Padhye & Co., Practicing Company Secretary, Dombivali to undertake the Secretarial Audit of the Company for the financial year 2016-2017. The Secretarial Audit Report is annexed to this Report as Annexure - A.

In relation with the auditorâs observation on the report, it is hereby clarified that the Company had passed Board Resolution for Bonus issue of shares on 27^th May, 2016. The Company had proposed to take the approval from its members in its 16^th Annual General Meeting. Keeping in view the 16^th Annual General Meeting and unavailability of the directors of the Company, the 16^th Annual General Meeting of the Company could not be convened within 2 monthsâ time frame from the date of the Board Meeting as per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

Further we assured to the members of the Company that the Company will exercise caution in future and ensure that all the provisions are adhered to by Company.

a) Directors

Your Company has Seven (7) Directors of which Two (2) are Executive, One (1) Non-Executive and Four (4) are Independent Directors as on 31^st March, 2017.

b) Independent Directors

In terms of the definition of âIndependent Directorsâ as prescribed under Regulation 16 (1) (b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, to the effect that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) of the Listing Regulations. The following Non-Executive Directors are Independent Directors of the Company:

1. Mr. Ajay Mujumdar

2. Mr. Arvind Vishnu Lowlekar

3. Mr. Kavindra Singh

4. Mrs. Poonam Agrawal

c) Managing Director and Whole-time Directors

- During the year, Mr. Akhilesh Jain continued to remain as the Chairman & Managing Director of the Company.

- During the year, Mr. Archit Jain continued to remain as the Whole-time Director of the Company.

d) Appointment/Resignation of Director and Key Managerial Personnel

- Mr. Ajay Mujumdar was Appointed as Additional Non - Executive Director Independent Director on w.e.f. 3rd September, 2016 and regularize as Non- Executive Independent Director on w.e.f. 11th December 2016.

- Mr. Arjun Singh Dangi was appointed as the Chief Financial Officer (KMP) on 27th May, 2016 as per the provisions of Section 203 of the Companies Act, 2013 in place of Mr. Ranveer Singh Chandel, who has tendered his resignation from the post of Chief Financial Officer (KMP) due to personnel reasons.

- During the year, Miss Iti Tiwari continued to remain as the Company Secretary & Compliance Officer of the Company.

e) Retire by Rotation

Mrs. Rekha Jain, Director of the Company will retire by rotation at the 17th Annual General Meeting in pursuance of the provisions of Section 152 of the Companies Act, 2013 and being eligible has offered herself for the re-appointment at the 17th Annual General Meeting.

Further details as required under the provisions of Regulation 36 (3) of Listing Regulation about the Director seeking reappointment in the ensuing Annual General Meeting are annexed to the Notice of 17th Annual General Meeting which is being sent to the Members along with the Annual Report.

f) Declaration by Independent Directors

The Company has received necessary declarations from each independent director under Section 149(7) of the Companies Act, 2013, that she/he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g) Declaration of the Directors on the Code of Conduct

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the Financial Year ended 31st March, 2017, received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

h) Number of Board Meetings

There has been six meeting of Board of Directors in the financial year 2016-17 as under.

The dates of these Board Meetings are: -

Sr. No.	Date of Board Meetings
1.	27.05.2016
2.	03.09.2016
3.	20.09.2016
4.	17.10.2016
5.	24.10.2016
6.	18.02.2017

The gap between two Board Meetings did not exceed 120 days.

Subsidiary Companies

The Company does not have any subsidiary Company and hence the provisions of the same is not applicable to the Company.

Vigil Mechanism /Whistle Blower Policy

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

Listing

During the year i.e., on 02nd February, 2017, the Company migrated from the Bombay Stock Exchange Limited (SME platform) to the Bombay Stock Exchange Limited (Main Board platform).

Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the Financial Year 2016-17, the Company has not received any complaints of sexual harassment.

Internal Control and their Adequacy

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Risk Management Policy

Risk mitigation planning is the process of developing option and action to enhance opportunities and reduce threats to project objectives. Risk mitigation implementation is the process of executing risk mitigation action. Risk mitigation progress monitoring includes tracking identified risks, identifying new risks and evaluating risk process effectiveness throughout the project.

In Atishay Risk mitigation handling options include:

- Assume/ Accept: Acknowledge the existence of a particular risk and make a deliberate decision to accept it without engaging in special efforts to control it.

- Avoid: Adjust program requirements or constraints to eliminate or reduce the risk. This adjustment could be accommodated by a change in funding, schedule, or technical requirements.

- Control: Implement action to minimize the impact or likelihood of the risk.

- Transfer: Reassign organizational accountability, responsibility and authority to another stakeholder willing to accept the risk.

- Watch/Monitor: Monitor the environment for changes that affect the nature and /or the impact of the risk. Accordingly, our Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Accordingly, our Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Nomination & Remuneration Policy of the Company

The Companyâs policy relating to remuneration of Directors, Key Managerial Personnel and other Employees is given in Annexure B. The policy is also displayed on Website of the Company at www.atishay.com.

Particulars of Loans, Investments, Guarantees and Securities Under Section 186

The Company has not granted any loan, guarantee or made any investments during the year ended 31st March 2017 under Section 186 of the Companies Act, 2013 and Rule made there under. Pursuant to Section 186 (4) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), disclosure on particulars relating to Loans, advances and investments are provided as part of the financial statements.

Extract of Annual Return

As provided under Section 92(3) of the Companies Act, 2013, the extract of annual return is given in Annexure C in the prescribed Form MGT-9, which forms part of this report.

Related Party Transactions

All the related party transactions during the year were entered in the ordinary course of business and on armâs length basis. There were no materially significant related party transactions entered during the year by your Company. Particulars of contract or arrangement with related parties is Annexed herewith in Form AOC-2 as Annexure-D in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Board displayed on Website of the Company at www.atishay.com.

Management Discussion and Analysis Report

As stipulated under Regulation 34(2) of the Listing Regulations, Management Discussion and Analysis Report for the financial year under review is provided in a separate section forming part of the Annual Report.

Report on Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34 (3) read with para C of Schedule V to the Listing Regulations forms part of the Annual Report. The requisite Certificate from the Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to the Corporate Governance Report.

Material Changes and Commitment, If Any, Affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the company to which the Financial Statement related and the date of report

There are no Material changes and commitments in the business operations of the Company from the financial year ended March 31, 2017 to the date of signing of the Boards Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

A. Conservation of Energy:

B. Technology Absorption:

Research and Development (R&D): Nil Technology absorption, adoption and innovation: Nil

C. Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

Corporate Social Responsibility

Annual Evaluation of Board Performance and Performance of Its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board is required to monitor and review the Board evaluation framework. In line with the Corporate Governance Guidelines, the Annual Performance Evaluation is conducted for all Board and its Committees. This evaluation is with specific focus on the performance and effective functioning of the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The evaluation process also considers the time spent by each of the Board Members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on ratings. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The outcome of the Board evaluation for the financial year under consideration was discussed by the Nomination and Remuneration Committee and Board at their meeting.

In lines with the provisions of Companies Act, 2013 and Listing Regulation, separate meeting of the Independent Directors of the Company was held in the absence of non-independent director and members of management to evaluate the performance of the non Independent Directors and Board as a whole of the Company.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations.

Directorâs Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, Directors of your Company state and confirm that:

a. In the preparation of the annual accounts for the financial year 2016-17, the applicable accounting standards have been followed and there are no material departures from the same;

b. The 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 as at March 31, 2017 and of the profit and loss of the Company for year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of Employees

The ratio of remuneration of each director to the median employeeâs remuneration and other details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure E which forms part of this report.

During the financial year 2016-17, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Cautionary Note

This report contains certain âforward-looking statementsâ within the meaning of applicable laws and regulations. Actual results may vary significantly from the statements contained in this document due to various risks and uncertainties. The Company does not undertake to update these statements.

Acknowledgments

The Board of Directors wish to place on record its appreciation for the commitment, dedication and hard work done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers, Shareholders and looks forward to a continued mutual support and co-operation.

Date: 26.05.2017 For and on behalf of the Board

Place: Bhopal Atishay Limited

(Formerly Known as Atishay Infotech Limited)

SD/- SD/-

Akhilesh Jain Archit Jain

Managing Director Whole-time Director

DIN:00039927 DIN:06363647

Mar 31, 2016

THE MEMBERS,

ATISHAY LIMITED

Your Directors have pleasure in presenting the 16th Annual Report of Atishay Limited (Formerly known as Atishay Infotech Limited), along with the Statement of Accounts for the year ended March 31,2016.

FINANCIAL HIGHLIGHTS

Our Company''s financial performance for the year under review has been encouraging and is summarized below:

The Company''s profit after tax for the financial year ended March 31, 2016 decreased by 41.67 lakhs as compared to last year.

Particulars	2015-16(Rs in lakhs)	2014-15 (Rs in lakhs)
Total Revenue	1960.40	2018.56
Less: Expenditure & Depreciation	1532.53	1549.14
Profit before exceptional and extraordinary items and tax	427.87	469.42
Less: Prior period items	11.26	0.00
Profit before Tax (PBT)	416.61	469.42
Less: Tax (including deferred tax)	116.76	127.89
Profit After Tax (PAT)	299.85	341.52

REVIEW OF OPERATIONS

TRANSFER TO RESERVES

The Company has transferred current year''s profit of Rs 299.85 lakhs to the General Reserves.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the business of the Company. The Company has started its Hotel business in the month of April, 2016.

CHANGE IN NAME OF COMPANY

The name of the Company has been changed from "Atishay Infotech Limited "to âAtishay Limited" with effect from 6th January,2016 as per Fresh Certificate of Incorporation issued by the Ministry of Corporate Affairs.

AWARDS AND ACCOLADES

During the year under review, the Company received awards and honors, the details of which are mentioned herein below:-

- The Company has been appraised at

Capability Maturity Model Integration CMMI-SVC 1.3 Level 3. This assessment validates Atishay''s process capability based on the CMMI standards that measure process and services improvements.

- The Company has been recognized by Indian Achievers forum for its contribution towards responsible business practices and has been awarded with âIndian Achievers Award for Best Business Practices"

- The Company has been certified as one of the top 5 performers on BSE -SME Platform forthe Year-2014-15.

HOTEL ATISHAY

The Company Atishay Limited is a Public Limited company which is headquartered in Bhopal, It has diversified its business and entered into the hotel and hospitality industry. It has recently started with the operation of its Hotel, named Hotel Atishay, which is a unit of Atishay Limited.

Hotel Atishay is situated in MP Nagar, which is the commercial hub of Bhopal and has some interesting tourist spots in the close vicinity like - Moti Masjid, Taj-ul Masjid, Bharat Bhavan, Birla Mandir, Museum of Man, Van Vihar, Bhimbetka and Sanchi.

Hotel Atishay is Bhopal''s delightful

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review, there has been no change in the capital structure of the Company.

HUMAN RESOURCES

Our vision is to become an employer of choice by providing a compelling employee value proposition.

We strive to attract the best talent and ensure employees'' development, retention and contribution to the Company''s success. Our HR policies and practices are focused on creating a Happy, Engaged and Productive workforce. We continue to invest in leadership development, employee engagement, training and employee assistance programs. We continue to design and deliver training &development programs that focus on enhancing our employee productivity and performance, while also enabling employees'' personal and professional development. We foster a meritocratic culture, which also forms the basis for various talent management initiatives. Our focus continues to be to attract, develop and retain talent, besides harnessing the true potential of our people - our greatest assets.

STATUTORY AUDITORS

M/s Tasky Associates, Chartered Accountants was appointed as Statutory Auditor of the Company at the Annual General Meeting held on 28th May,2015 up to the Annual General Meeting to be held in calendar year of 2017 subject to ratification by the Members in every Annual General Meeting . Therefore ratification of appointment of M/s Tasky Associates as Statutory Auditor for the financial year 2016-17 is being sought from the Member of the Company at the ensuing Annual General Meeting.

AUDITORSâREPORT

The observations of Auditors in their report read with notes to the accounts are self-explanatory.

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 has appointed M/s. Prajakta V. Padhye & Co , Practicing Company Secretary to conduct Secretarial Audit for the financial year 2015-2016.

The Secretarial Audit Report for the financial year ended 31st March 2016 is annexed herewith as Annexure ''A'' of the Director''s Report.

DIRECTORS:

Changes in Directors and Key Managerial Personnel

Duringtheyear-Mr. Akhilesh Jain continued to remain as the Chairman & Managing Director of the Company and Mr. Archit Jain, continued to remain as the Whole-time Director of the Company.

Mrs. Rekha Jain, resigned from the position of Whole Time Director due to some personal reasons and certain pre occupation and continue to remain as Non-Executive Director of the Company from 1st April, 2015.

Mr. Kavindra Singh, Mrs. Poonam Pritam Issrani and Mr. Arvind V Lowlekar continued to remain appointed as Non-Executive and Independent Director of the Company.

During the year -Mr. Ranveer Singh Chandel and Miss It Tiwari continued to remain as the Chief Financial Officer and the Company Secretary and Compliance Officer of the Company.

RETIREMENT BY ROTATION

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mrs.Rekha Jain (DIN : 01886897 ), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered herself for reappointment. The Board recommends reappointment of Mrs .Rekha Jain (DIN : 01886897) as Director of the Company in the ensuing Annual General Meeting of the Company.

SUBSIDIARY COMPANY

The Company does not have any subsidiary company

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. Accordingly, your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has put in place a mechanism of reporting illegal or unethical behavior through its Whistle Blower Policy. Employees and Directors are free to report violations of laws, rules, regulations or unethical conduct. The report, if any in this regard as received from any person will be reviewed by the Audit Committee of the Company. It is affirmed that no person has been denied access to the Audit Committee of the Company in this respect. It is also ensured that confidentiality of such reporting is strictly maintained and that Whistle Blowers are not subjected to any discriminatory practice or harassment. The Whistle Blower policy is duly uploaded on theCompany''swebsite:www.atishay.com

LISTING

The Shares of your Company are listed on the Bombay Stock Exchange Limited (SME Platform). Further, the Company has paid Annual Listing Fee for the year 2016-17 to the Bombay Stock Exchange Limited.

SIGNING OF NEW LISTING AGREEMENT

The Company has executed and signed with a fresh listing agreement with Bombay Stock Exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaint(s) received from any employee during the financial year 2015-2016.

POLICIES FRAMED UNDER LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

As per the requirement of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on preservation of documents of the Company.

The said Policy classified documents into two categories i.e documents whose preservation shall be permanent in nature while for all other documents the preservation of whose shall not be less than eight years after completion of the relevant transactions.

Also as per the requirement of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has formulated a Policy for determining materiality of event . This Policy is relevant for making disclosures of any Events or Information which in the opinion of the Board of Directors is material.

The Company has authorized Officials for the purpose of determining materiality of an event or information and for the purpose of making appropriate disclosure(s) to the Stock Exchange as and when required, pursuant to the requirement of Regulation 30(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. The detailed policies framed is available on the Company''s website www.atishay.com.

BY ORDER OF THE BOARD OF DIRECTORS ATISHAY LIMITED

SDI-

Akhileshjain

Managing Director

(DIN NO.: 00039927)

Date: 27thMay, 2016

Place: Bhopal

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