Directors Report of Evexia Lifecare Ltd.

Mar 31, 2018

BOARDS’ REPORT

To,

The Members of Kavit Industries Limited

The Directors are pleased to present the Annual Report and the Company''s audited financial statement for the financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS:

The financial results of the Company for the accounting year ended on 31^stMarch 2018, are as follows:

(Rs.In Lacs)

Particulars	Year Ended March 31, 2018		Year Ended March 31, 2017
	Standalone	Consolidated	Standalone	Consolidated
Turnover	6775.63	7409.78	17753.25	17753.25
Other Income	127.30	127.30	16.13	16.14
Total Revenue	6902.93	7537.08	17769.38	17769.39
Expenditure	6778.99	7405.32	17636.03	17636.04
Profit (Loss) Before Taxes	64.43	72.27	133.35	133.35
Taxes expenses
Current Tax	19.87	23.98	41.44	41.44
Deferred Tax			2.31	2.31
Profit after Tax available for appropriation	44.56	48.29	89.60	89.60
Dividend
Balance carried forward to Balance Sheet	44.56	48.29	89.60	89.60

2. Business overview:

Due to monitory policy changes like GST & Demonetization, overall industrial performance witness downfall. Your Company also faced trouble in achieving targeted goal. Anyhow, your Company cloud succeeds to maintain their market share. The net profit goes down almost 50% as compared to previous year figure.

No material changes and commitments occurred between end of the financial year and date of report which affects financial position.

3. DIVIDEND:

With a view to conserve resources for future projects, the Board has not recommended any dividend.

4. CAPITAL STRUCTURE:

During the year under review, there was no change in the Company’s issued, subscribed and paid-up equity share capital.

5. AUDITOR’S COMMENTS & REPLY THEREON

a. STATUTORY AUDITORS:

(i) Filing of e-form SH-7 w.r.t. Increase of Authorized Capital

It is inadvertently and unintentional lapses form the part of the Company and the lapse is not forming part of this financial period. During the year there is no such instance of Increase of Authorized Capital.

(ii) Auditors concern on arms-length transactions with Kavit Edible Oil Ltd.

Kavit Industries Limited sales and purchase with its 80% subsidiary company on the basis of Arm- length price which are prevailing in Edible oil Market. Kavit Industries Ltd did business with Kavit edible oil Limited same way as doing business with other Parties in Market on general prevailing market rate and earn Profit.

(iii) Upward revaluation of Immovable assets:

As we have followed, Indian accounting standard so we have taken valuation report from Consultant of Factory Land and building and did upward revaluation of Land by Rs 70462931 based on valuation report and effect for the same given based on Indian Accounting Standard.

(iv) Loans to subsidiary Companies:

Since all subsidiaries are newly incorporated and it has no substantial assets to avail financial assistance from Banks, thus, in order to make subsidiaries stronger to perform its business operations efficiently the Company has advanced loans to them which is also in sort-term in nature and repayable on demand.

(v) Internal Control System:

Company has its own internal control system which is followed at different outlet, but as per our statutory Auditor‘s Report it may be different. However, over all company has internal control system for procuring material, storage of the same in Tank and sale of the goods to various parties. We have also obtained confirmation from all debtors, Loans, and Advances form party. There were some party pertaining to loans and advance outstanding for more than over 5 years In addition, chances of recovering from them were deem so Amount was written off. Same case is with Debtors as old balance outstanding for more than 3 years due to dispute in rate diff as well as Small amount outstanding due to Short payment received or Material defect.

However company has received suggestion from Auditor and will implement the same to smoothen the internal control and procedures.

b. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Act and rules framed therein the Board of Directors has appointed M/s Devesh Vimal & Co., the Practicing Company Secretary as a Secretarial Auditor to conduct a Secretarial Audit for the financial year under consideration.

The Report of the Secretarial Auditor in Form MR-3 is annexed to this report as “Annexure-I”

Secretarial Auditors has also emphasized on the matter concerning to filing of SH-7 and the same is already dealt in this report hereinabove. Thus, not verbatim again.

c. COST AUDITOR:

Your Company does not fall under the mandatory maintenance of Cost Records and/or get records audited from Practicing Cost Accountants as per Section 148 read with Rule 4(2) of the Companies (Cost Records and Audit) Rules, 2014. Hence, your Company has not appointed any Practicing Cost Auditor.

6. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND.

The provisions of Section 125(2) of the Companies Act, 2013 , there was no amount transferred to Investor Education & Protection Fund.

7. SUBSIDIARY COMPANY:

During the year under review, the Company has subsidiary Companies, namely, Kavit Infoline Private Limited, Kavit Swachh Organic Food Private Limited, Kavit Foods Pvt. Ltd, Kavit Edible Oil Limited and Kavit infra Project Private Limited. Moreover, M/s. Kavit Green Energy Pvt. Ltd. ceased as a subsidiary of the Company during the financial year.

In compliance with the provision of the Companies Act, 2013 the details of the subsidiaries and associated companies are mentioned the prescribed form AOC 1 marked as “Annexure II”.

8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailed review of operations, performance and outlook of the Company is covered under a separate Annexure to this report as Management Discussion & Analysis. (Annexure - III).

9. DIRECTORS’ REPSPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts of the Company for the year ended on March 31, 2018, the applicable Indian accounting standards had been followed along with proper explanations relating to material departures for thesame;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) 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 the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the Annual Accounts on a going concern basis;

(v) 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; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. CORPORATE GOVERNANCE :

Kavit Industries Limited is committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders.

A separate section on Corporate Governance report and the certificate from the Practicing Chartered Accountant confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (“Listing Regulations”)form part of this Annual Report as an Annexure IV.

11. CONTRACTS AND ARRANGMENTS WITH RELATED PARTIES :

As required by the provisions of the Companies Act,2013; the details regarding the Related Party Transactions are given in prescribed Form AOC-2 is attached herewith as Annexure V.

12. MEETING OF THE BOARD

The Details of number of Meeting of Board of Directors and attaindance of individual Directors are provided under the Corporate Governance Report.

13. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013, Regulation 34(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 counting Standard (AS) - 21 on the consolidated financial statement read with AS - 23 on accounting for investment in associates and AS - 27 on financial reporting of interests in joint ventures, the audited consolidated financial statement is provided in the Annual Report.

14. DIRECTOR & KEY MANEGERIAL PERSONNEL:

During the year under review, changes occurred in Directorship and Key Managerial Personnel are described at length in Corporate Governance report.

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Kalyani Chandrakant Rajeshirke (DIN-07330113), Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for reappointment. Your Directors recommend her re-appointment for your approval.

Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 is hosted on the Company’s website (www.kavitindustries.in).

Company has also received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCESHEET AND THE DATE OF REPORT:

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the Company.

16. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy:

Your company requires energy for operation and the company is making all efforts to conserve energy by monitoring energy cost and periodical review of the consumption of energy. It also takes appropriate steps to reduce the consumption through efficiency in usage and timely maintenance/ installation/ up gradation of energy saving devices.

(B) Technology absorption:

The company uses latest technology and equipments into the business and has been quite vigilant about the latest technological changes.

(C) Foreign Exchange Earnings and Outgo:

_(Rs. In Lacs)_

PARTICULARS	2017-18	2016-17
Foreign Exchange earned in terms of actual	0	0

17. LOANS, GAURANTEES AND INVESTMENTS BY COMPANY (Section 186)

Details of the same is provided in the financial statement.

18. EXTRACT OF ANNUAL RETURN: [Section 92 (3)]

As required by the provisions of Section 92(3) of the Companies Act, 2013; the extracts of Annual Return in prescribed Form MGT-9is attached herewith as Annexure VI.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

20. AUDIT COMMITTEE (Section 177 (8)}

As on the date, audit committee comprises 3 members as on the date of this report. All the members of Audit Committee are financially literate. The reference terms for Audit Committee are mentioned in the Corporate Governance Report which is a part of this report.

21. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM :

Establishment of Vigil Mechanism is not applicable to the Company, thus, it has not constituted.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company''s net worth does not exceed Rs. 500 crore or Company''s turnover does not exceed Rs. 1,000 crore or the Company''s net profit does not exceed Rs. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility activities are not applicable to the Company.

23. OTHER MATTERS:

Following are the other matters to be covered pursuant to Section 134(3) (q) of the Companies Act, 2013 read with Rules made there under:

1. Change in nature of business

- There is no change in the nature of the business

2. Details of significant and material orders passed by the Regulators or courts or tribunals Affecting the going concern status and company’s operations in future.

- There is no significant and material orders passed by the Regulators, courts, or tribunals

3. Adequacy of Internal Financial Controls with reference to Financial Statements

- There is an adequate system in place for internal financial controls which commensurate with the working operations of the Company.

24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL), ACT,2013:

inflows during the year (On F.O.B Bases)
Foreign Exchange outgo during the year in terms of actual outflows	0	0

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (Permanent, Contractual, Temporary, trainees) are covered under this Policy.

There were no complaint filed till date under the said policy.

25. ACKNOWLEDGEMENTS:

The directors appreciate the professionalism, commitment and dedication displayed by employees at all levels. The directors would like to express their grateful appreciation for the assistance and co-operation that our company has been receiving from our Bankers, Customers, Business Associates, Central and State Government authorities, and Shareholders.

For and on Behalf of the Board,

Date: 31/08/2018 For Kavit Industries Limited

Place: Vadodara

Sd/-

(Jayesh Raichandbhai Thakakr)

Chairman& Managing Director

---

Mar 31, 2016

DIRECTOR’S REPORT

To,

The Members,

Kavit Industries Limited

The Directors have pleasure in presenting the Report on the business and operations of the Company together with the Audited Accounts for the year ended 31^st March, 2016.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’ S AFFIARS:

Particulars	Year Ended March	Year Ended March
	31, 2016	31, 2015
(Amount in Rupees)
Turnover	339636613.00	6198915.82
Other Income	4425674.55	4217987.01
Expenditure	341421962.57	8874677.49
Profit (Loss) Before Taxes	2640325.52	1542225.34
Taxes expenses
Current Tax	1032084.00	476548.00
Deferred Tax		NIL
Profit after Tax available for appropriation	1608241.52	1020855.34
Dividend	NIL	NIL
Balance carried forward to Balance Sheet	1608241.52	1020855.34

The Indian economy is witness of the downturn in all industries during the financial year 2015-16. Due to struggling environment the turnover of the Company was reduced considerably however due to conservative approach of the Company the expenditures of the Company are also reduced substantially as compared to previous financial year and the Company has earned more than 1.5 times of profit against the profit of previous financial year.

No material changes and commitments occurred between e end of the financial year and date of report which affects financial position.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on the consolidated financial statement read with AS - 23 on accounting for investment in associates and AS - 27 on financial reporting of interests in joint ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARY COMPANY:

During the year under review, the Company has subsidiary Company, namely, Kavit Green Energy Private Limited.

MEETING OF THE BOARD:

During the year eleven board meeting were convened and held. The details of which are given as under Corporate Governance.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Directors state that:

i. In the preparation of the Annual Accounts of the Company for the year ended on 31^st March, 2016, the applicable accounting standards have been followed and there are no material departures for the same;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis;

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

vi. 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year the Company has reappointed following persons as an independent director in pursuance of the Section 149 of the Companies Act, 2013.

1. Kiran Jethalal Soni

2. Nikhil Pranay Pednekar

3. Amit Tarachand Shah

4. Jigar Premchand Motta

5. Chirag Vinodchandra Thakkar

Similary, the following persons are appointed as Key Managerial Personnel on the Board.

1. Hemal Kirtikumar Thakkar - Chief Executive Officer

2. Yogendra Fatesinh Parmar - Company Secretary

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Chirag Vinodchandra Thakkar, Director for the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. Your Directors recommend his reappointment for your approval.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 is appended with Corporate Governance Report and MGT-9.

AUDITORS AND THEIR REPORT:

Sheetal Samriya & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their re-appointment. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 139(1) of the Companies Act, 2013.

The Auditors report and notes on financial statement as referred in their report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remarks.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS:

Details of loan, guarantee and investments covered under the provisions of section 186 of Companies Act, 2013 are given in the notes to the financial statements.

RELATED PARTY DISCLOSURES:

The Company usually carried out contracts or transactions with related parties on Arms length basis, thus, it doesn’t attracts the provisions of Section 188 of the Companies Act, 2013. During the year under Consideration, the Company was not entered into contracts or transactions with related parties.

DIVIDENDS:

In view of long term interest of the Company, your Directors do not recommend any dividend. INSURANCE:

Movable and fixed Assets are adequately insures.

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

Conservation of Energy

The Company does not have material information required under Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 to offer and hence no particulars have been furnished.

Foreign Exchange Earning/Outgo

There were no foreign exchange earnings or outgo during the year.

RISK MANAGEMENT:

Your Company has policy on risk management and your Management, from time-to-time, identifies, analyses, evaluate and mitigate the industrial, economical, financial, other risk emerges in the course of business.

BOARD EVLUATION:

Pursuant to the provisions of the Companies Act, 2013 and regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination Committee has carried out an annual performance evaluation of the Board as well as the working of its committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY:

The Board has, on the recommendation of remuneration committee framed a policy for selection and appointment of Directors, senior management and their remuneration. The remuneration policy is stated in the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Company has constituted following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Composition and scope of work of such Committees is elaborated separately under the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN:

Company has annexed herewith as Annexure extract of Annual Return in MGT-9.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis is presented in a separate section, which forms part of this Annual Report.

CORPORATE GOVERNANCE:

The Corporate Governance Report is presented in a separate section, which forms part of this Annual Report.

INDUSTRIAL RELATIONS:

The relationship between the workmen and staff remained cordial and harmonious during the year and management received full co-operation from employees.

OTHER INFORMATION:

Your Directors hereby states 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. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon.

2. The Company couldn''t complied with Section 203, 204 of the Companies Act, 2013, however, it endeavour to comply the same in next financial year.

3. In order to conserve financial resources of the Company, the Directors of the Company drawn remuneration during the year.

4. The Company has not accepted deposits during the year within the provision of Section 134(3)(q) & Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014.

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

6. Your Directors states that during the year under review, there were no cases filed pursuant to the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013.

7. In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.

ACKNOWLEDGEMENTS

The Directors would like to thank clients, shareholders, vendors, government agencies, bankers & all other business associates for their continued support during the year. We place on record our appreciation for the contributions made by the employees at all levels.

For and on behalf of the Board

Sd/-

Date: 01/09/2016 Jayesh R. Thakkar

Place: Vadodara Managing Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Report on the business and operations of the Company together with the Audited Accounts for the year ended 31 st March, 2015.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS : (StandAlone) Particulars Year Ended Year Ended March 31, March 31, 2015 2014 (Amt. in Rupees)

Turnover 61,98,915.82 74,33,691.81

Other Income 42,17,987.01 64,62,963.64

Expenditure 88,74,677.49 1,31,37,881.11

Profit(Loss) Before Taxes 15,42,225.34 7,58,774.34

Taxes expenses_

Current Tax 4,76,548.00 58,450.00

Deferred Tax NIL NIL

Profit after Tax available for appropriation 10,20,855.34 7,00,324.34

Dividend NIL NIL

Balance carried forward to Balance Sheet10,20,855.34 7,00,324.34

The Indian economy is witness of the downturn in all industries during the financial year 2014-15. Due to struggling environment the turnover of the Company was reduced considerably however due to conservative approach of the Company the expenditures of the Company are also reduced substantially as compared to previous financial year and the Company has earned more than 1.5 times of profit against the profit of previous financial year.

No material changes and commitments occurred between the end of the financial year and date of report which affects financial position.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on the consolidated financial statement read with AS - 23 on accounting for investment in associates and AS - 27 on financial reporting of interests in joint ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARY COMPANY:

During the year under review, the Company has incorporated a new subsidiary, Kavit Green Energy Private Limited.

MEETINGS OF THE BOARD:

During the year 6 (six) Board Meetings were convened and held. The details of which are given as under Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Directors state that:

i. In the preparation of the Annual Accounts of the Company for the year ended on 31st March, 2015, the applicable accounting standards have been followed and there are no material departures for the same;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The directors have prepared the Annual Accounts on a going concern basis;

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

vi. 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year the company has reappointed following persons as an independent director in pursuance of the section 149 of the Companies Act, 2013:

1. Kiran Jethalal Soni -

2. Nikhil Pranay Pednekar

3. Amit Tarachand Shah

4. Jigar Premchand Motta

Similarly, the following persons erstwhile appointed as an Additional Director and their appointments were confirmed in last Annual General Meeting:

1. Chirag Vinodchandra Thakkar

2. Hirenkumar Pravinsinh Rao

3. Kavit Jayeshbhai Thakkar

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kavit Jayeshbhai Thakkar, Director of the company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re- appointment. Your Directors recommend his re-appointment for your approval.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of Companies Act, 2013 is appended with Corporate Governance Report and MGT-9.

AUDITORS AND THEIR REPORT:

Sheetal Samriya & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend their re-appointment. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 139 (1) of the Companies Act, 2013.

The Auditors report and notes on financial statement as referred in their report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remarks.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS:

Details of loan, guarantee and investments covered under the provision of section 186 of Companies Act, 2013 are given in the notes to the financial statements.

RELATED PARTY DISCLOSURES:

The Company usually carried-out contracts or transactions with related parties on Arms length basis, thus, it doesn't attracts the provisions of Section 188 of the Companies Act, 2013. During the year under Consideration, the Company was not entered into contracts or transactions with related parties.

DIVIDENDS:

In view of long term interests of the company, your Directors do not recommend any dividend.

INSURANCE:

Movable and fixed Assets are adequately insured.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy

The Company does not have material information required under Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 to offer and hence no particulars have been furnished.

Foreign Exchange Earning/Outgo

There were no foreign exchange earnings or outgo during the year.

RISK MANAGEMENT:

Your company has policy on risk management and your Management, from time-to- time, identifies, analyses, evaluate and mitigate the industrial, economical, financial, other risk emerges in the course of business.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination Committee has carried out an annual performance evaluation of the Board as well as the working of its committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY:

The Board has, on the recommendation of remuneration committee framed a policy for selection and appointment of directors, senior management and their remuneration. The remuneration policy is stated in the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Company has constituted following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Composition and scope of work of such Committees is elaborated separately under the Corporate Governance Report.

PREFERENTIAL ALLOTMENT:

Initially, the Company had issued convertible warrants of Rs. 40 Crores on preferential basis. During the year, those warrants was converted into 4,00,00,000 equity shares ofRs. 10.00 each.

EXTRACT OF ANNUAL RETURN:

Company has annexed herewith as Annexure extract of Annual Return in MGT-9.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the company, together with a certificate from the company's auditor/s confirming compliance, forms an integral part of this report.

INDUSTRIAL RELATIONS:

The relationship between the workmen and staff remained cordial and harmonious during the year and management received full co-operation from employees.

OTHER INFORMATION:

Your Directors hereby states 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. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon.

2. The Company couldn't complied with Section 203, 204 of the Companies Act, 2013, however, it endeavor to comply the same in next financial year.

3. In order to conserve financial resources of the Company, none of the directors of the Company drawn remuneration during the year hence it need not required to disclose Ratio of remuneration of each director to the median to the employee's remuneration

4. The Company has not accepted deposits during the year within the provision of Section 134 (3) (q) & Rule 8(5)(v) & (vi) of the Companies (Accounts)Rules,2014.

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

6. Your directors states that during the year under review, there were no cases filed pursuant to the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013.

7. In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

ACKNOWLEDGEMENTS

The Directors would like to thank clients, shareholders, vendors, government agencies, bankers & all other business associates for their continued support during the year. We place on record our appreciation for the contributions made by the employees at all levels.

For and on behalf of the Board

Date: 31/08/2015 SD/- Place: Vadodara Jayesh R. Thakkar Chairman

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

Year Ended Year Ended Particulars March 31, 2014 March 31, 2013 (Amt. in Rupees)

Turnover 74,33,691.81 1,74,55,928.00

Other Income 64,62,963.64 11,35,076.00

Expenditure 1,31,37,881.11 1,83,53,530.00

Profit(Loss) Before Taxes 7,58,774.34 2,37,474.00

Taxes expenses

Current Tax 58,450.00 1,82,047.00

Deferred Tax NIL NIL

Profit after Tax available for 7,00,324.34 55,427.00

appropriation

Dividend NIL NIL

Balance carried forward to Balance 7,00,324.34 55,427.00 Sheet

OPERATIONAL PERFORMANCE:

The Indian economy is witness of the downturn in all industries during the financial year 2013-14. Due to struggling environment the turnover of the Company was reduced considerably however due to conservative approach of the Company the expenditures of the Company are also reduced substantially as compared to previous financial year and the Company has earned more than 3 times of profit against the profit of previous financial year.

DEPOSITS:

During the year the Company has not accepted any deposits from the publicunder section 58A and section 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

DIVIDENDS:

In the view of long run interest of the company, your Directors do not recommend any dividend.

PARTICULARS OF EMPLOYEES:

There is nothing to report pursuant to the information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this report, as there are no employees drawing the said salary above the limits prescribed under the said section.

INSURANCE:

Movable and fixed Assets are adequately insured.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING/OUTGO:

* Conservation of Energy

The Company does not have material information required under Section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors) Rules, 1988 to offer and hence no particulars have been furnished.

* Foreign Exchange Earning/ Outgo

There were no foreign exchange earnings or outgo during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors of company confirms:

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

* that 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 at the end of the financial year and of the profit or loss of the company for that period;

* 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 the assets of the company and for preventing and detecting fraud and other irregularities;

* that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Clause - 49 of the Listing Agreement with the Stock Exchanges.

A detailed report on Corporate Governance along with Certificate issued by Practicing Chartered Accountants in terms of Clause - 49 of the Listing Agreement is attached which forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis forms part of this Report and it deals with the Business, Operations and Financial Performance etc.

DIRECTORS:

Mr. Kavit Thakkar, Mr. Chirag Thakkar and Mr. Hirenkumar Rao were appointed as an Additional Director of the Company whose terms of office shall vacate at ensuing Annual General Meeting. Your Directors recommend their reappointments for your approval.

Mr. Amit Shah, Jigar Motta, Kiran Soni and Nikhil Pednekar, Directors are Independent Director of the Company. With the intent to align their terms of office of Independent Director in accordance with the new Companies Act, 2013 they will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointments for your approval.

AUDITORS:

The Auditors, M/s. N. R. Parikh & Co., Chartered Accountants, has resign from the office with effect from 13th February 2014 because of his pre-occupation elsewhere and to fill up the vacant position of Statutory Auditor, the Company has appointed M/s. Sheetal Samriya & Associates, Chartered Accountant as statutory Auditor of the Company for the financial year 2013-14 whose terms of office shall expire at conclusion of ensuing Annual General Meeting. Hence, the Directors recommend to re-appoint M/s. Sheetal Samriya & Associates, Chartered Accountants, as the Statutory Auditors of the Company at the forthcoming Annual General Meeting of the Company to hold office till the conclusion of the next Annual General Meeting of the Company.

AUDITORS REPORT:

There are no qualifications or adverse remarks in the Auditors'' Report which requires any clarifications / explanations. The notes to accounts forming part of the financial statements are self explanatory.

CHANGE OF NAME:

During the Financial Year, the Company has changed its name from "Atreya Petrochem Limited" to "Kavit Industries Limited" by passing of Special Resolution at the Annual General Meeting of the Company was held on 30th September, 2013.

ACKNOWLEDGEMENT:

The Directors would like to thank clients, shareholders, vendors, government agencies, bankers & all other business associates for their continued support during the year. We place on record our appreciation for the contributions made by the employees at all levels.

For, Kavit Industries Limited

Date: 30/05/2014 SD/- Place: Vadodara Jayesh R. Thakkar Chairman

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2013.

(1) FINANCIAL AND WORKING RESULTS:

PARTICULARS 2012-2013 2011-2012 (Rs.) (Rs.) (9 Months)

PROFIT BEFORE DEPRECIATION AND TAX : 1258560 83,763

(LESS) : Depreciation (1021086) (NIL)

PROFIT BEFORE TAXATION : 237474 83763

(LESS): Current Tax (182047) (15,850)

PROFIT FOR THE YEAR 55427 67,913

(2) DEPOSITS:

The Company has not accepted deposits during the year within the meaning of the provisions of Companies (Acceptance of Deposits) Rules, 1975.

(3) DIVIDENDS:

In view of long term interests of the Company, your Directors do not recommend any dividend.

(4) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs.60,00,000 p.a. or Rs.5,00,000 p.m. for part of the year or more and hence no particulars have been furnished as required under Section 217(2A) of the Companies Act, 1956.

(5) PARTICULARS RELATING TO CONSERVATION OF ENERGY:

A. CONSERVATION OF ENERGY:

The Company does not have material information required under Section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors)

Rules, 1988 to offer and hence no particulars have been furnished.

B. FOREIGN EXCHANGE EARNING & OUTGO:

During the year, the Company has neither earned nor spent any amount on foreign exchange during the year.

(6) DIRECTORATE:

Mr. Jigar Premchand Motta and Mr. Kiran Jethalal Soni retire at this Annual General Meeting and being eligible, offer themselves for reappointment as Director liable to retire by rotation. M r. Mihir Jani was appointed as a retiring director at the last annual general meeting held on 29-9-2012

(7) DIRECTORS'' RESPONSIBILITY STATEMENT:

(i) Your Directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts;

(ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the period;

(iii) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) Your Directors have prepared the annual accounts on a going concern basis.

(8) AUDITORS:

M/s. N.R. Parikh & Co., Chartered Accountants, Vadodara, Auditors of the Company retire at the conclusion of this Annual General Meeting. They have confirmed that their reappointment, if made, would be within the limit under section 224(1B) of the Companies Act, 1956. You are requested to appoint Auditor and fix their remuneration.

(9) ACKNOWLEDGMENTS:

Your Directors wish to thank the Government Authorities, Banks, Customers, Suppliers and Shareholders for their continued support. Your Directors also take this opportunity to record their appreciation for the contributions made by all the employees to the operations of the Company during the year.

For and on behalf of the board



Sd/-

Place : Vadodara (Jayeshbhai R Thakkar)

Date : 30.05.2013 Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012.

(1) FINANCIAL AND WORKING RESULTS:

PARTICULARS 2011-2012 2010-2011 (9 months) (15 months) (Rs.) (Rs.)

PROFIT BEFORE DEPRECIATION AND TAX 6,99,656 99,29,277

(LESS) : Depreciation (6,15,893) (16,02,003)

PROFIT BEFORE TAXATION : 83763 77,85,482

(LESS): Current Tax (15,850) (2,50,000)

PROFIT FORTHE YEAR 67,913 75,35,482

(2) DEPOSITS:

The Company has not accepted deposits during the year within the meaning of the provisions of Companies (Acceptance of Deposits) Rules, 1975.

(3) DIVIDENDS:

In view of long term interests of the Company, your Directors do not recommend any dividend.

(4) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs.60,00,000 p.a. or Rs.5,00,000 p.m. for part of the year or more and hence no particulars have been furnished as required under Section 217(2A) of the Companies Act, 1956.

(5) PARTICULARS RELATING TO CONSERVATION OF ENERGY:

A. CONSERVATION OF ENERGY:

The Company does not have material information required under Section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors) Rules, 1988 to offer and hence no particulars have been furnished.

B. FOREIGN EXCHANGE EARNING & OUTGO:

During the year, the Company has neither earned nor spent any amount on foreign exchange during the year.

(6) DIRECTORATE:

Mr. Santosh Kahar, Mr. Sombhai Thakkar & Mr. Bachubhai Thakkar retire at this Annual General Meeting and being eligible, offer themselves for reappointment as Director liable to retire by rotation.

(7) DIRECTORS'' RESPONSIBILITY STATEMENT:

(i) The Directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

(8) AUDITORS:

M/s. N.R. Parikh & Co., Chartered Accountants, Vadodara, Auditors of the Company retire at the conclusion of this Annual General Meeting. They have confirmed that their reappointment, if made, would be within the limit under section 224(1B) of the Companies Act, 1956. You are requested to appoint Auditor and fix their remuneration.

(9) ACKNOWLEDGMENTS:

Your Directors wish to thank the Government Authorities, Banks, Customers, Suppliers, and Shareholders for their continued support. Your Directors also take this opportunity to record their appreciation for the contributions made by all the employees to the operations of the Company during the year.

Place : Vadodara For and on behalf of the board

Date : 01.09.2012 Sd/-

(Jayesh Raichandbhai Thakkar)

Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting their annual report to gether with the audited statement of accounts for the financial year ended on 31st march 2010

FINANCIAL AND WORKING RESULTS

PARTICULARS 2009-2010 2008-2009 Rs Rs

Profit Before Depreciation 95,82,385 (1,31,062)

(less): Depreciation (12,83,163) (2,14,956)

Profit After Depreciation 82,99,222 (3,46,018)

(less): Prior Period Expensed - 15000

Net Profit Before Taxation 82,99,222 (3,61,018)

(Less): provision for Taxation - -

Net Profit After Taxation 82,99,222 3,61,018

(less): Prior Period Expenses (30,000) -

(Less): Loss brought forward from previous (2,98,30,885) (2.94.69.867)

Balance Carried to Balance Sheet (2,15,61,663) (2,98,30,885)

(2) DEPOSITS

The company has not accepted any deposits during the year with the meaning of the companies acceptance of deposits rules 1975.

(3) DIVIDENDS

In view of carried forward losses your directors do not recommend any dividend.

(4) PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of Rs 24.00.000 per annum or Rs 2.00.000 per month for any part of the year or more and hence no particular have been furnished as required under section 217 of the companies act 1956 read with the companies particulars of employees rules 1975.

(5) PARTICULARS RELATING TO CONSERVATION OF ENERGY

A.CONSERVATION OF ENERGY

The company does not have material information required under section 217of the of the companies act 1956 read with the companies disclosures of particular in the board of directors rules 1988 to offer and hence no particulars have been furnished.

B.FOREIGN EXCHANGE EARNING & OUTGO

During th year the company has neither earned nor spent any foreign exchange.

(6) DIRECTORATE :

Mr Santoshbhai R kahar retires at the ensuing annual general meeting and being eligible offers himself for reappointment as director liable to retire by rotation.

(7) DIRECTORS RESPONSIBILITY STATEMENT :

i) Your directors have followed the applicable accounting standards along with proper explanation relating to material depaeture if any while preparing the annual accounts

ii) Your directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year and of the loss of the company for the period

iii) Your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

iv Your directors have prepared the annual accounts on a going concern basis

(8) AUDITORS

M/S N.R PARIKH & CO chartered accounts vododra auditors of the company retire at the conclusion of this annual general meeting and being eligible offer them selves for reappointment your requested to appoint auditors and fix their remuneration

(9) AUDITORS REPORT

Clause no 4 of notes to accounts schedule L is self explanatory in respect of auditors comment in clause no 3 of their report

(10) ACKNOWLEDGEMENTS

Your directors take opportunity to express their gratitude to government employee and bankers and for their valuable support and co-operation

FOR AND ON BEHALF OF THE BOARD

Place : Vadodara Chairman

Date : 25/08/2010

---

Mar 31, 2008

The Directors have pleasure in presenting the Directors Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2008.

1. FINANCIAL AND WORKING RESULTS:

PARTICULARS 2007-08 2006-07 (Rs) (Rs)

Gross (Loss) before (6,62,202) (1,33,615) Depreciation

(less): Depredation - (12,77,483)

Net (Loss) before Taxation (6,62,202) (14,11,098)

(less): Provision for Taxation

Net (Loss) after Taxation (6,62,202) (14,11,098)

(less): Loss brought forward (2,88,07,665) (2,73,96,567) from P.Y.

Balance Carried to the Balance (2,94,69,867) (2,88,09,665) sheet

Note: the Company has not carried out any operations during the year. However, your directors are exploring avenues for the same.

2. DEPOSITS:

The Company has not accepted any deposits during the year within the meaning of the Companies (Acceptance of Deposits) Rules, 1975.

3. DIVIDENDS:

In view of carried forward losses, your Directors do not recommend any dividend.

4. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs. 24,00,000 per annum i.e. Rs. 2,00,000 per month or more for any part of the year or more and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees Rules), 1975.

5. DIRECTORS:

Mr. Mahesh M. Nandani retires at the ensuing Annual General Meeting, being eligible and offers himself for re-appointments be and is hereby by re-appointed as the Director of the Company.

Mr. Sombhai Shankarbhai Thakkar being appointed by the Board as an Additional Director in the Board Meeting held on 5th February, 2008, be and is hereby appointed as a director of the Company.

Mr. Bachubhai Shankerla Thakkar being appointed by the Board as an Additional Director in the Board Meeting held on 15th March, 2008, be and is hereby appointed as a director of the Company.

6. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217{2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. In the preparation of the accounts for the period ended 31st March, 2008, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and loss of the Company for the year under review.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities.

iv. The Directors have prepared the accounts for the period ended 31st March, 2008 on a "going concern" basis.

7. AUDITORS:

M/s N.R. Parikh & Co., chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting, who have signified their willingness to accept appointment and have further confirmed their eligibility under section 224(1B) of the Companies Act, 1956.

8. CORPORATE GOVERNANCE:

Pursuant to the clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report and Report on Corporate Governance are made part of this Annual Report.

9. ACKNOWLEDGEMENTS:

YOUR Directors take this opportunity to express their gratitude to employees, bankers and government for their valuable support and co-operation.

For and on behalf of the Board

Place: Vadodara. S/d

Date: 25th August, 2008.

Director