ARTECH POWER & TRADING LIMITED (Formerly Known as Artech Power Products Limited) 26 th Annual Report Financial Year

Transcription

1 ARTECH POWER & TRADING LIMITED (Formerly Known as Artech Power Products Limited) 26 th Annual Report Financial Year

2 BOARD OF DIRECTORS Mr. Abhishek Jain Ms. Dewanshi Gawas Mr. Rikenkumar Vira Mr. Neerav Shah Mr. Hiren Pasad Mr. Ankit Karani Chairman & Managing Director Director Director Independent Director Independent Director Independent Director CHIEF FINANCIAL OFFICER (CFO) Ms. Sulakshana Pawar COMPANY SECRETARY Mr. Omesh Bohara BANKERS Union Bank of India AUDITORS Vishves A Shah & Co. Chartered Accountants REGISTERED OFFICE 53/333E, Arden IVY Court, Opp. Reliance Fresh S.C. Bose Road, Vyttila P.O. Ernakulum Dist. Cochin, Kerala CIN: L51505KL1989PLC CORPORATE OFFICE , 1 st Floor Tower A Peninsula Corporate Park, Lower Parel (West), Mumbai REGISTRAR & TRANSFER AGENT Purva Sharegistry (India) Pvt. Ltd. Unit No. 9, Shiv Shakti Industrial Estate, J R Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (East), Mumbai CONTENTS Notice... Directors Report. Corporate Governance Disclosure... Management Discussion and Analysis Report Auditors Report.. Balance Sheet... Profit & Loss Account. Cash Flow Statement.... Schedules & Notes... Notes on Accounts... Attendance Form.. Proxy Form.. ANNUAL GENERAL MEETING on Tuesday 29 th September, 2015 at 10:00 a.m. at Keta Hall, 2 nd Floor, Keta Center, Chittoor Road South, Cochin , Kerala

3 NOTICE NOTICE is hereby given that the 26 th Annual General Meeting of the Shareholders of Artech Power & Trading Limited (Formerly known as Artech Power Products Limited), will be held at Keta Hall, 2 nd Floor, Keta Center, Chittor Road South, Cochin at a.m. to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited Financial Statement of the Company for the financial year ended March 31, 2015 together with the report of the Board of Directors and Auditors thereon. 2. To ratify the appointment of Auditor and to fix remuneration and in this regard to consider and if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of M/s. Vishves A. Shah & Co., Chartered Accountants (Firm Registration No W), as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the twenty-ninth Annual General Meeting of the Company to be held in the year 2018, subject to ratification of their appointment at every Annual General Meeting, at such remuneration plus service tax, outof-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors. SPECIAL BUSINESS 3. Appointment of Mr. Rikenkumar Vira as Director of the Company: To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution. RESOLVED THAT Mr. Rikenkumar Vira (DIN: ) who was appointed as an Additional Director with effect from September 5, 2014 on the Board of the Company in terms of Section 161 of the Companies Act, 2013 and Article of Association of the Company and who holds office up to the date of this Annual General Meeting, and in respect of whom a notice has been received from a member in writing under Section 160 of the Companies Act, 2013 proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the company. RESOLVED FURTHER THAT the Board or a Committee of the Board thereof be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution.

4 4. Appointment of Mr. Neerav Shah as an Independent Director of the Company: To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Neerav Shah (DIN ), who was appointed as an Additional Independent Director of the Board of Directors of the Company with effect from April 22, 2015 and who holds office till the date of Annual General Meeting, and in respect of whom company has received notice in writing under section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the company, not liable to retire by rotation, to hold office for a five (5) consecutive years starting from April 22, 2015 and ending up to April 21, Appointment of Mr. Hiren Pasad as an Independent Director of the Company: To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Hiren Pasad (DIN ), who was appointed as an Additional Independent Director of the Board of Directors of the Company with effect from August 10, 2015 and who holds office till the date of Annual General Meeting, and in respect of whom company has received notice in writing under section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the company, not liable to retire by rotation, to hold office for a five (5) consecutive years starting from August 10, 2015 and ending up to August 9, Appointment of Mr. Ankit Karani as an Independent Director of the Company: To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and

5 Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Ankit Karani (DIN ), who was appointed as an Additional Director of the Board of Directors of the Company with effect from August 10, 2015 and who holds office till the date of Annual General Meeting, and in respect of whom company has received notice in writing under section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the company, not liable to retire by rotation, to hold office for a five (5) consecutive years starting from August 10, 2015 and ending up to August 9, Appointment of Mr. Abhishek Jain as an Managing Director of the Company: To consider and, if thought fit, to pass the following Resolution, with or without modification, as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 196, 197 and other applicable provisions of the Companies Act, 2013 ( the Act ) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Schedule V to the Act, including any statutory modifications, re-enactments thereof, the Company hereby approves the appointment and terms of remuneration of Mr. Abhishek Jain as the Managing Director of the Company for a period of 3 (three) years with effect from August 10, 2015, on the terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this Meeting, with liberty to the Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Directors and Mr. Abhishek Jain. RESOLVED FURTHER that pursuant to provisions of Section 197, Schedule V and other applicable provisions of the Companies Act, 2013 including any statutory modification or reenactment thereof, the remuneration as mentioned above be paid as minimum remuneration to Mr. Abhishek Jain notwithstanding that in any financial year of the Company during his tenure as Managing Director, the Company has made no profits or profits are inadequate." RESOLVED FURTHER THAT the Board of Directors of the company and/or any committee thereof be and is hereby authorized to alter or vary any or all of the terms, conditions and / or to increase the remuneration of Mr. Abhishek Jain as approved subject to a maximum monthly basic salary of Rs. 300,000/- and perquisites including the monetary value thereof within the limits specified in Schedule V to the Companies Act, 2013, without any further reference to the Company in general meeting. RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution), be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.

6 8. Appointment of Ms. Dewanshi Gawas as Executive Director of the Company: To consider and, if thought fit, to pass the following Resolution, with or without modification, as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) read with Schedule V to the Act and the Rules made thereunder, as amended from time to time, the Company hereby approves of the appointment and terms of remuneration of Ms. Dewanshi Gawas as the Executive Director of the Company for a period of 3 (three) years with effect from 29 th September 2015, on the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this meeting with liberty to the Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Directors and Ms. Dewanshi Gawas. RESOLVED FURTHER that pursuant to provisions of Section 197, Schedule V and other applicable provisions of the Companies Act, 2013 including any statutory modification or reenactment thereof, the remuneration as mentioned above be paid as minimum remuneration to Ms. Dewanshi Gawas notwithstanding that in any financial year of the Company during his tenure as Managing Director, the Company has made no profits or profits are inadequate." RESOLVED FURTHER THAT the Board of Directors of the company and/or any committee thereof be and is hereby authorized to alter or vary any or all of the terms, conditions and / or to increase the remuneration of Ms. Dewanshi Gawas as approved subject to a maximum monthly basic salary of Rs. 100,000/- and perquisites including the monetary value thereof within the limits specified in Schedule V to the Companies Act, 2013, without any further reference to the Company in general meeting. RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution), be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution. 9. Approval for Entering into Related Party Transaction To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 read with terms of applicable provisions of Listing agreement executed with the Stock Exchange (including any amendment, modification or re-enactment thereof), for time being in force, approval of the Company be and is hereby accorded to enter

7 into material related material party transaction with Bhadresh Trading Corporation Limited, Britex Cotton International Limited, Bhadresh Infra Venture Private Limited, Bhadresh Agro Venture Limited and Bhadresh Natural Resources Private Limited, a Related Party as defined under section 2 (76) of the Companies Act, 2013 & Clause 49 (VII)B of Listing Agreement, for availing services on such terms and conditions and for such amount as may be agreed upon and decided by the both the Companies. RESOLVED FURTHER THAT the approval of the members be and is hereby accorded to material related party transaction to be entered into and carried out in ordinary course of business and at arm s length price by the Company, which may exceed the threshold limit as specified in Rule 15(3) of the Companies (Meeting of Board and its Powers) Rules, 2014 i.e. 10% of annual turnover of the Company of the Financial year RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do or cause to be done all such acts, deeds and things, settle any queries, difficulties, doubts that may arise with regard to any transactions with the related party, finalise the terms and conditions as may be considered necessary, expedient or desirable and execute such agreements, documents and writings and to make such filings as may be necessary or desirable, in order to give effect to this resolution in the best interest of the Company. Place: Mumbai Date: By order of the Board of Directors For Artech Power & Trading Limited (Formerly known as Artech Power Products Limited) Sd/- Omesh Bohara Company Secretary :NOTES: 1. The relevant explanatory statement pursuant to Section 102 of the Companies Act, 2013 which sets out details relating to Special business at this meeting, is annexed hereto. 2. A member entitled to attend and vote at the meeting is entitled to appoint proxy to attend and vote on poll instead of himself and the proxy need not be member of the Company. The instrument appointing proxies should, however, be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting. 3. A person can act as proxy on behalf of the members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other Member. 4. The Register of Members and Share Transfer Books of the Company will remain closed from 22 nd September, 2015 to 29 th September, (Both days inclusive).

8 5. Corporate Members intending to send their authorized representative to attend the meeting are requested to send a certified copy of the Board Resolution authorizing to attend and vote on their behalf at the Meeting. 6. Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No along with their copy of Annual Report to the meeting. 7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting. 8. Members are requested to intimate any change in their correspondence addresses immediately to the Registrar and Transfer Agent of the company. 9. The Securities Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat Accounts. Members holding shares in Physical form can submit their PAN details to the RTA i.e. Purva Sharegistry (India) Pvt. Ltd. Or to the Company. 10. Relevant documents referred to in the accompanying Notice and in the Explanatory Statements are open for inspection by the Members at the Company s Registered Office on all working days of the Company, except Saturdays during am to p.m. up to the date of the Meeting. 11. To support the Green Initiative, Members who have not registered their addresses so far, are requested to register their address for receiving all communication including Annual Report, Notices and Circulars etc. from the Company electronically. 12. Shareholders desiring any information as regards the proposed resolutions are requested to write to the Company at least seven working days in advance so as to enable the Management to keep the information ready at the meeting. 13. In terms of provisions of Section 72 of the Companies Act, 2013, nomination facility is available to the individual shareholders. The shareholders who are desirous of availing this facility may kindly write to the Registrar & Transfer Agent in Form 2B as prescribed by the Central Government which can be obtained from the Company s R&T Agent. 14. Presently the entire Board of the Company consist of Additional director, which are to be regularized as director in the Annual General Meeting to be held on September 29, So there are no directors who shall be liable to retire by rotation in terms of section 149 of Companies Act, INSTRUCTIONS FOR E-VOTING The instructions for members for voting electronically are as under: 1. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies as amended by the Companies (Management & Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement, the company will be providing members facility to exercise their right to vote

9 on resolutions proposed to be considered at the ensuing Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of AGM will be provided by Central Depository Securities Limited. 2. The facility for poll shall be made available at AGM & the members attending the meeting who have not cast their vote by e-voting shall be able to exercise their right at the meeting through poll paper. 3. The members who have cast their vote by e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again. 4. The E-voting period commences on 26 th September, 2015 from a.m. to 28 th September, 2015 up to 5.00 p.m. During this period members of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date of 22 nd September, 2015 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the resolution is cast by the member, the member shall not be allowed to change it subsequently. 5. Voting rights shall be reckoned on the paid up value of shares registered in the name of the member/ beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. 22 nd September, The Process and manner of e-voting is as under. The instructions for shareholders voting electronically are as under: (i) The voting period begins on Saturday, 26 th September, 2015 at am and ends on Monday, 28 th September, 2015 at 5.00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Tuesday, 22 nd September, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (ii) The Shareholders should log on to the e-voting website (iii) Click on shareholders. (iv) Now enter your user ID. a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company. (v) Next enter the Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any Company, than your existing password is to be used. (vii) If you are a first time user follow the steps given below:

10 For Members holding shares in Demat Form and Physical Form PAN DOB Dividend Bank Details Enter your 10 digits alpha-numeric *PAN issued by Income Tax Department (applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN filed. In case the sequence number is less than 8 digits enter the applicable number of 0 s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA in the PAN field. Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in dd/mm/yyyy format. Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. Please enter the DOB or Bank Details in order to login. If the details are not recorded with the depository or Company please enter the member id/ folio number in the Dividend Bank details field as mentioned in instruction (iv). (viii) After entering these details appropriately, click on SUBMIT tab. (ix) Members holding shares in physical form will then reach directly reach the Company selection screen. However, members holding shares in demat form will now reach Password Change menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this notice. (xi) Click on the EVSN for the relevant (Artech Power & Trading Limited) on which you choose to vote. (xii) On the voting page, you will see Resolution Description and against the same the option YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

11 (xiii) Click on the Resolutions File Link if you wish to view the entire Resolutions details. (xiv) After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm you vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. (xv) Once you CONFIRM you vote on the resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of the voting done by you by clicking on Click here to print option on the Voting page. (xvii) If Demat account holder has forgotten the same password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. (xviii) Note for Non- Individual Shareholders & Custodians: Non- Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to and register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be ed to helpdesk.evoting@cdslindia.com. After receiving the login details they should create compliance user using the admin login and password. The Companies user would be able to link the depository account(s) / folio numbers on which they wish to vote on. The List of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian. If any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. (xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Question ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evotiong@cdslindia.com. (xx) (xxi) (xxii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. Any person who acquires shares of the Company and become member of the Company after dispatch of the Notice and holding shares on cut-off date i.e. 25 th September, 2015 may obtain the login id and password by sending a request at helpdesk.evoting@cdslindia.com Mr. Mihen Halani, Practicing Company Secretary has been appointed as the Scrutinizer for providing the facility to the members of the Company to scrutinize the voting at the AGM and remote e-voting process in a fair and transparent manner.

12 EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OFTHE COMPANIES ACT, 2013 Item no. 3 Mr. Rikenkumar Vira (DIN: ) was appointed as Additional Director w.e.f 5 th September, 2014 in accordance with section 161 of the Companies Act, 2013 and Article of Articles of Association of the company. Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of ensuing Annual General Meeting. In this regard the Company has received request in writing from member, proposing her candidature for appointment as director of the Company in accordance with the provisions of the Companies Act, The Board feels that presence of Mr. Rikenkumar Vira on the board is desirable and would be beneficial to the Company and hence recommend resolution set out in item no 3 of the notice. Except Rikenkumar Vira, no other directors and key managerial personnel of the company is concerned or interested in the said resolution. Item no. 4 The Board of Directors had on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Neerav Shah as an Additional Director and also as an Independent Director of the Company for a term of five years with effect from 22 nd April, 2015 up to 21 st April, 2020, subject to the approval of the Members at the 26 th Annual General Meeting (AGM) of the Company to be held on 29 th September, As an Additional Director, Mr. Neerav Shah holds office up to the date of the forthcoming AGM of the Company. The Company has received a Notice in writing from a Member, proposing her candidature for the office of Director under the provisions of Section 160(1) of the Act. As per Section 149 and other applicable provisions of the Act and Clause 49 of the Listing Agreement, an Independent Director shall hold office for a term upto five consecutive years on the Board of a company and is not liable to retire by rotation. Mr. Neerav Shah has given a declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the Act and Clause 49 of the Listing Agreement. In the opinion of the Board, Mr. Neerav Shah fulfils the conditions specified in the Act and the Rules made there under for appointment as an Independent Director and he is independent of the Management. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Neerav Shah as an Independent Director is now being placed before the Members in General Meeting for their approval. The terms and conditions of appointment of Mr. Neerav Shah shall be open for inspection by the Members at the Registered Office during normal business hours on any working days of the Company. Mr. Neerav Shah is interested and concerned in the Resolution at Item No. 4 of the Notice as it relates to his own appointment. Other than Mr. Neerav Shah, no other Directors or Key Managerial Personnel of the Company or their respective relatives, are concerned or interested in the resolution at Item No. 4 of the Notice.

13 Item no. 5 & 6 The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, appointed both, Mr. Hiren Pasad & Mr. Ankit Karani as an Additional Director and Independent Directors of the Company for a term of five years with effect from 10 th August, 2015 up to 9 th August, 2020, subject to the approval of the Members at the 26 th Annual General Meeting (AGM) of the Company to be held on 29 th September, As Additional Directors, Mr. Hiren Pasad & Mr. Ankit Karani holds office up to the date of the forthcoming AGM of the Company. The Company has received notice in writing from Members, proposing the candidature of each of Mr. Hiren Pasad & Mr. Ankit Karani for the office of Director under the provisions of Section 160(1) of the Act. As per Section 149 and other applicable provisions of the Act and Clause 49 of the Listing Agreement, an Independent Director shall hold office for a term upto five consecutive years on the Board of a company and is not liable to retire by rotation. Mr. Hiren Pasad & Mr. Ankit Karani has given a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Act and Clause 49 of the Listing Agreement. In the opinion of the Board, Mr. Hiren Pasad & Mr. Ankit Karani fulfils the conditions specified in the Act and the Rules made there under for appointment as an Independent Director and they are independent of the Management. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Hiren Pasad & Mr. Ankit Karani as an Independent Director is now being placed before the Members in General Meeting for their approval. Copy of the draft letters for respective appointments setting out terms and conditions of appointment of Mr. Hiren Pasad & Mr. Ankit Karani shall be open for inspection by the Members at the Registered Office during normal business hours on any working days of the Company. Mr. Hiren Pasad & Mr. Ankit Karani are interested and concerned in the Resolution at Item No. 5 & 6 respectively of the Notice with regards to their respective appointment. No other Directors or Key Managerial Personnel of the Company or their respective relatives, are concerned or interested in the resolution at Item No. 5 & 6 of the Notice. Item no. 7 Pursuant to the provisions of Companies Act, 2013 and rules made there under, every listed company is required to appoint Managing Director. Mr. Abhishek Jain have BCA, MBA and has 8 years experience of working in Finance Industry with Bank, corporate and consultant, specializing in Treasury management and operations. The Nomination and Remuneration committee and Board of Directors of the company, in their meeting held on August 10, 2015, subject to the approval of shareholders of the company, approved the appointment of Mr. Abhishek Jain as Managing Director of the Company. The relevant resolution is proposed as Special Resolution keeping in view the requirements of Schedule V to the Companies Act, 2013 as per which a Special Resolution is required to be passed by shareholders of the company for payment of remuneration to managerial person in case the company is having no profit or inadequate

14 profit. Further, Mr. Abhishek Jain is not disqualified from being appointed as Managing Director in terms of Section 164 of the Companies Act, Your Board thus recommends the passing of Resolution as Special Resolution as set out in the accompanying Notice with respect to appointment of Mr. Abhishek Jain as Managing Director of the company. Except Mr. Abhishek Jain, no other Director or key managerial personnel of the company and their relatives, is concerned or interested in the said Resolution. THE STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED IN SCHEDULE V OF THE ACT. I. General Information: (1) Nature of Industry: Power Products equipment s, solar power and trading in agro commodities. (2) Date or expected date of commencement of commercial production: Company s Manufacturing unit has been closed down and at present, there is no plan to start any production activity. Further, The Company has received members approval to start new business of power generation and trading in agro commodities. (3) Financial performance based on given indicators: As the company s manufacturing unit has been closed down, company is not doing any business activities. (4) Foreign investments or collaborations, if any: NONE II. Information about the appointee: (1) Background details: Mr. Abhishek Jain is a BCA, MBA with 8 years experience of working in Finance Industry with Bank, corporate and consultant, specializing in Treasury management & operations. (2) Past remuneration : He has been working as a treasury Manager since last 8 year with approximate annual income of Rs. 18,00,000/- (3) Recognition or awards: NONE (4) Job profile and his suitability: Looking to the educational qualification and reach experience of Mr. Abhishek Jain, he is most suitable for the post of Managing Director of the company. He would look after the overall management of the company. (5) Remuneration proposed: Rs. 100,000/- basic salary per month w.e.f. 10 August, 2015 upto maximum basic salary of Rs. 300,000/- per month. (6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person: Considering size of the company, the proposed remuneration is commensurate with its industry norms.

15 (7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any: NONE III. Other information: (1) Reasons of loss or inadequate profits: Company s Manufacturing unit has been closed down and since then company is not carrying on any business activities. (2) Steps taken or proposed to be taken for improvement: Management is trying to revive the company and to start business activities. (3) Expected increase in productivity and profits in measurable terms: As at present, company is not carrying on any business activity, it is not ascertained in measurable terms. Increases in revenues are by and large linked with increase in volume of business. Since the proceeds of preferential issue have been utilized in the expansion of business, we expect early increase in profits. However, exact quantification is not possible considering dynamic ecosystem in which company works. Item no. 8 Ms. Dewanshi Gawas has rich experience of more than 12 years for working in the Import Export Management. She has expertise knowledge of the co-ordinating with Bank, working of the cotton trading Company and documentation of foreign trade. Ms. Dewanshi Gawas is not disqualified from being appointed as Executive Director in terms of Section 164 of the Companies Act, The Nomination and Remuneration committee and Board of Directors of the company, in their meeting held on August 10, 2015, subject to the approval of shareholders of the company, approved the appointment of Ms. Dewanshi Gawas as Director of the Company. The relevant resolution is proposed as Special Resolution keeping in view the requirements of Schedule V to the Companies Act, 2013 as per which a Special Resolution is required to be passed by shareholders of the company for payment of remuneration to managerial person in case the company is having no profit or inadequate profit. Further, Ms. Dewanshi Gawas is not disqualified from being appointed as Executive Director in terms of Section 164 of the Companies Act, Your Board thus recommends the passing of Resolution as Special Resolution as set out in the accompanying Notice with respect to appointment of Ms. Dewanshi Gawas as Executive Director of the company. Except Ms. Dewanshi Gawas, no other Director or key managerial personnel of the company and their relatives, is concerned or interested in the said Resolution. THE STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED IN SCHEDULE V OF THE ACT. I. General Information: (1) Nature of Industry: Power Products equipment s, solar power and trading in agro commodities. (2) Date or expected date of commencement of commercial production: Company s Manufacturing unit has been closed down and at present, there is no plan to start any production activity. Further, The

16 Company has received members approval to start new business of power generation and trading in agro commodities. (3) Financial performance based on given indicators: As the company s manufacturing unit has been closed down, company is not doing any business activities. (4) Foreign investments or collaborations, if any: NONE II. Information about the appointee: (1) Background details: Ms. Dewanshi Gawas has rich experience of more than 12 years for working in the Import Export Management. She has expertise knowledge of the co-ordinating with Bank, working of the cotton trading Company and documentation of foreign trade. (2) Past remuneration : He has been working as a treasury Manager since last 8 year with approximate annual income of Rs. 7,00,000/- (3) Recognition or awards: NONE (4) Job profile and his suitability: Looking to the educational qualification and reach experience of Ms. Dewanshi Gawas, she is most suitable for the post of Executive Director of the company. (5) Remuneration proposed: Rs. 50,000/- basic salary per month w.e.f. September 29, 2015 upto maximum basic salary of Rs. 100,000/- per month. (6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person: Considering size of the company, the proposed remuneration is commensurate with its industry norms. (7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any: NONE III. Other information: (1) Reasons of loss or inadequate profits: Company s Manufacturing unit has been closed down and since then company is not carrying on any business activities. (2) Steps taken or proposed to be taken for improvement: Management is trying to revive the company and to start business activities. (3) Expected increase in productivity and profits in measurable terms: As at present, company is not carrying on any business activity, it is not ascertained in measurable terms. Increases in revenues are by and large linked with increase in volume of business. Since the proceeds of preferential issue have been utilized in the expansion of business, we expect early increase in profits. However, exact quantification is not possible considering dynamic ecosystem in which company works.

17 Item no. 9 The Company is inter alia, engaged in the business of manufacturing electronic Component, Energy generation and Trading of goods, articles, commodities and agro commodities etc. Bhadresh Trading Corporation Ltd, Bhadresh Natural Resources Private Limited, Britex Cotton International Limited, Bhadresh Infra Venture Private Limited and Bhadresh Agro Venture Ltd are Related Party within the meaning of Section 2 (76) of the Companies Act, 2013 and Clause 49(VII) B of Listing Agreement. The company is buying, selling, reselling, trading, dealing, merchandise on retail as well as on wholesale basis of all types of goods, articles, commodities, substance, agro commodities in ordinary course of business and at arm s length price and it may exceed the prescribed limits given in Rule 15(3) of the Companies (Meeting of Board and its Powers) Amendment Rules, 2014 i.e. exceeding 10 % of the turnover of the Company. These transactions would require the approval of the members by way of Special resolution. The particulars of the Contracts are as under: Particulars Name of the Related Party Name of Director or Key Managerial Personnel who is related Nature of relationship Material terms the Contracts/ arrangements/ transactions Material Value Whether the transactions have been approved by the Audit Committee and the Board of Directors Any other information relevant important for the members to make decision on the proposed transactions Information Bhadresh Trading Corporation Limited Britex Cotton International Limited Bhadresh Infra Venture Private Limited Bhadresh Agro Venture Limited Bhadresh Natural Resources Private Limited Mr. Bhadresh Mehta Mr. Parth Mehta The Company and Bhadresh Trading Corporation Limited, Britex Cotton International Limited, Bhadresh Infra Venture Private Limited & Bhadresh Agro Venture Ltd both are Related party as defined under Section 2(76) of the Companies Act, 2013 and Clause 49 (VII)B of Listing Agreement. Availing of services in ordinary course of business and on arm s length basis As may be decided by the board of Directors of the Company in the contract Yes None The Board is in the opinion that the transactions of availing services from Bhadresh Trading Corporation Ltd, Britex Cotton International Ltd, Bhadresh Infra Venture Private Ltd, Bhadresh Agro Venture Ltd and Bhadresh Natural Resources Private Limited are in the best interests of the Company. The board therefore, recommends the Special Resolution set out in point no. 9 of the notice for the approval of members in terms of Rule 15(3) of the Companies (Meeting of Board and its Powers) Amendment Rules, Except Promoters and their relatives (to the extent of shareholding interest in

18 the Company), no other director and key managerial personnel is concerned or interested in the said resolution. By order of the Board of Directors For Artech Power & Trading Limited (Formerly known as Artech Power Products Limited) Place: Mumbai Date: Sd/- Omesh Bohara Company Secretary Details of Directors seeking appointment / re-appointment by the shareholders of the Company at the ensuing annual general meeting (In pursuance of clause 49 of the listing agreement) Name of Director Mr. Riken Mr. Neerav Mr. Hiren K Mr. Ankit Mr. Abhishek Ms. Dewanshi Kumar Vira Shah Pasad Karani Jain Gawas Date of Birth: Date of Appointment: Qualifications: B.Com, ACA B.Com, LL.B B.Com, ACA B.Com, ACA B.CA, MBA HSC ACA Nature of experience/ Expertise: Names of other Cos. in which Directorship is held: Names of the committees of the Board of Other Companies in which Membership/ Chairmanship are held: Shareholding in the company Experience of five years in Finance sector, establishment of Solar Power Project Vihar Financial Services Private Limited NIL Experience of four years in Financial Market, taxation. Bhadresh Agro Venture Limited Britex Cotton Internal Limited Audit Committee; Stakeholder Relationship Committee; Nomination and Remuneration Committee Experience of five years in Financial Market and specialization in Accounting Auditing Bhadresh Agro Venture Limited Britex Cotton Internal Limited Audit Committee; Stakeholder Relationship Committee; Nomination and Remuneration Committee Experience of four years in Financial taxation and Capital Market Experience of 7 years in Forex, international trade Nil Nil Nil NIL NIL Nil Nil Nil Nil Nil Nil Nil None of the Directors are related to each other. Experience of 12 year in International trade

19 To, The Members REPORT OF THE BOARD OF DIRECTORS Your Directors are pleased to present their Twenty Six Annual Report and the Audited Statement of Accounts for the year ended 31 st March, Financial Results: (Amount in INR) Particulars FY FY Revenue from operations Other Income Total expenses (3,482,854.00) (462,858.00) Profit/(Loss) before tax (3,482,854.00) (462,858.00) 2. Performance: The operations of the Company during the year under review remained passive. The Company has no operative income during the year and has incurred loss of Rs. 3,482,854/- 3. Dividend: Due to losses, the director do not propose any dividend for the financial year. 4. Issue of Shares: During the year under review, the Company had applied for reduction of share capital. The Kerala High Court had passed the order for reduction of capital on 23 rd July, Pursuant to the capital reduction order passed by Kerala High Court, the capital of the Company was reduced from Rs.37,743,000/- to Rs. 1,887,150/-. During the year under review, your Company has successfully allotted 14,650,000 (One Crore Forty Six Lacs Fifty Thousand) equity shares of Rs. 10/- each through Preferential Allotment and raised an amount of Rs. 146,500,000/- Cr. (Rupees Fourteen Crore Sixty Five Lakhs Only) The proceeds received through the preferential issue were utilised for the purpose for which it was raised. Consequent to the above allotment, the paid up value of equity share capital of the Company stands increased from Rs. 1,887,150 Cr. to Rs. 148,387,150 Cr.

20 5. Risk Management Policy: The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. 6. Internal Financial Controls with reference to Financial Statements: The Company has in place adequate internal control with reference to financial statements. The Board has adopted the policy and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, safeguarding of its assets, the prevention and detection of errors and fraud, the accuracy and completeness of the accounting records. 7. Directors Responsibility Statement: Pursuant to Section 134(3)(c) of the Companies Act, 2013, your directors confirm that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) such accounting policies have been selected and applied consistently and judgment and estimates have been made 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, 2015 and of the loss of the Company for the year ended on that date; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual financial statements have been prepared on a going concern basis; e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) systems to ensure compliance with the provisions of all the laws were in place were adequate and operating effectively 8. Directors and Key Managerial Personnel: During the year under review, the changes that occurred in the composition of the Board are as follows: a) In accordance with the provision of Sec 149 & Sec 161 of the Companies Act, 2013, Mr. Rikenkumar Vira (DIN: ) was appointed as an Additional Director w.e.f. 5 th September, 2014 and will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers himself for re-appointment

21 b) In accordance with the provision of Sec 149(10) & (11) and other applicable provisions, if any, of the Companies Act, 2013, Mr. Neerav Shah (DIN: ) was appointed as an additional Director w.e.f. 22 nd April, 2015 and will hold office until the conclusion of the ensuing Annual General Meeting. Your Directors propose him for appointment in terms of the said regulations for a term of five years. c) Mr. Bhadresh Mehta (Din: ), Mr. Parth Mehta (Din: ) were appointed as an Additional Director w.e.f. 14 th February, 2015 and resigned from the Board on 10 th August, d) Ms. Heena Mehta (Din: ) has been appointed as an Additional Women Director w.e.f. 31 st March, 2015 and resigned from the Board on 10 th August, e) Mr. Anup S Mundhra (DIN ), Mr. Jignesh J Dave (DIN ) Mr. Nirmal Kumar Tiwari (DIN ) Mr. Vikram K Sakaria (DIN ) resigned from the Board on 10 th August, f) In accordance with the provision of Sec 149(10) & (11) and other applicable provisions, if any, of the Companies Act, 2013, Mr. Ankit Karani (DIN: ) & Mr. Hiren Pasad (DIN ) were appointed as an additional Director w.e.f. 10th August, 2015 and will hold office until the conclusion of the ensuing Annual General Meeting. Your Directors propose both of them for appointment in terms of the said regulations for a term of five years. The following changes took place in the key managerial persons: a) Ms. Omesh Bohra has been appointed as Company Secretary & Key Managerial Person under the provision of Sec 203 of the Companies Act, 2013 w.e.f. 8 th April, b) Ms. Sulakshana Sachin Pawar has been appointed as Chief Finance Officer (CFO) of the Company w.e.f. 24th June, c) Mr. Nirmal K Tiwari resigned from the post of Managing Director on 10 th August, d) Mr. Abhishek Jain has been appointed as Managing Director of the Company w.e.f 10 th August, 2015 None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Companies Act, The Company has received declarations from Independent Directors of the Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.