DTRECOTRS¹ REPORT

The Members of

MAHANIVESH (INDIA) LIMITED

The directors have pleasure in presenting the TWENTY FORTH ANNUAL REPORT together with the Audited statement of accounts for the year ended 31^st March, 2018.

FINANCIAL PERFORMANCE

The summarized Financial results of your Company are given in the table below.

(Figures in Rupees)

SUMMARY OF OPERATIONS

Net profits increased during the year. Your directors are hopeful that the business will improve in the coming years. Your directors are trying their best and are continuously looking for opportunities to boost the business and profitability for the company.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the company during the year under review.

CHANGES IN SHARE CAPITAL

Your company did not issue any shares during the year under review.

HIVIDEND

Your directors do not recommend dividends for the current year.

DEPOSITS

During the year under report, the Company has not accepted any deposits from public in terms of Section 58A and/or 58AA of the Companies Act, 1956 and Chapter V of Companies Act. 2013. hence, there is no overdue deposit as on 31^st March, 2018.

STATUTORY AUDITORS AND THEIR REPORT

The Auditors M/s GAMS & Associates, Chartered Accountants, were appointed with your approval at the 24^lhAGM to hold such office till the conclusion of the 25^th AGM. The Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, as recommended for the ratification of the Members the appointment of M/s GAMS & Associates, from the conclusion of the ensuing AGM till the conclusion of the 25^thAGM.

The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of M/s GAMS & Associates, for the Financial Year 2017-18.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

SECRETARIAL AUDITORS’

"Your Board, during the year, appointed M/s Vikas Kumar Sharma, Company Secretary, to conduct secretarial audit of the Company for the financial year ended 31^st March, 2018. The

Report of M/s Vikas Kumar Sharma Secretaries in terms of Section 204 of the Act, is provided in Annexure 1 forming part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement clause c) of sub-section (3) of Section 134 of the Companies Act, 2013., your Directors confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions o! of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis comprising an overview of the financial results, operation is/ performance and the future prospects of the Company form part of this Annual Report.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement

PARTICULARS OF EMPLOYEES

The Company has no employee during the year in respect of which the statement pursuant to section 197 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 is required to be annexed.

INTERNAL FINANCIAL CONTROLS

A strong internal control culture is pervasive in the company. The company has documented a robust and comprehensive internal control system for the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The formalized system of control facilitate effective compliance as per Clause 49 of the Listing Agreement

The internal Audit department continuously monitors the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization's risk management, control and governance processes. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

The scope and authority of the Internal Audit activity are approved by the Audit Committee. During the year Audit Committee met regularly to review reports submitted by Internal Audit department. All significant audit observations and follow up actions thereon were reported to Audit Committee. The Audit Committee also met the company's Statutory Auditors to ascertain their views on the financial statements, including the financial reporting systems, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the company.

RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically .

DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

(a )i Conservation of energy__

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange earned in terms of actual inflows was nil during the year and the foreign exchange outgo during the year was nil in terms of actual outflows.

CORPORATE GOVERNANCE REPORT

Your company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

A separate report on Corporate Governance and a management ! discussion and Analysis Report are being published as a part of the Annual Report of the Company is annexed as Annexure 2.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are compiled by the Company and their Certificate is annexed to the Report on Corporate Governance as Annexure

(b) Technology absorption

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Your Company has not made any Contribution under CSR policy as company is not required to make the contribution pursuant to the provisions of section 135 and schedule Vll of the

Companies Act, 2013 VIGIL MECHANISM

Free fraud and corruption free work has been core to the company. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put an even greater emphasis to address the risk. To meet this objective, a comprehensive fraud risk management policy akin to vigil mechanism or the whistle blower policy has been laid down.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not made any investment through not more than two layers of Investment Companies.

During the year under review, the Company has not given any loan, give any guarantee or provide any security in connection with loan to any Body Corporate or any person.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. There are no Materially significant related party transactions made by the Company with Promoters, Directors and Key managerial Personnel etc. which may have the potential conflict with the interest of the company at large.

The details of the transactions with Related Party are provided in the accompanying financial statements.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

There are n© Companies which have become or ceased to be Subsidiary/ Joint Venture and/ or Associate Companies of the Company,

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND/ OR TRIBUNAL

During the year under review, there is/ was no order passed by Regulators, Courts and/or Tribunal which may impacting the going concern status and Company's Operations in future.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return of the Company is annexed herewith as Annexure 4 to this Report.

INFORMATION REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT WITH RESPECT TO THE DIRECTORS RETIRING BY ROTATION AND SEEKING REAPPOINTEMNT/ DIRECTOR SOUGHT TO BE APPOINTED IS AS UNDER:

* Directorship includes Directorship of other Indian Public Companies and Committee membership includes only Audit Committee and Stake holders’ Relationship Committee of Public Limited Company whether Listed or not)

PREVENTION OF SEXUAL HARASSMENT

As required by the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who na\e contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities tor their continued support.

By order of the Board for Mahanivesh (India) Limited

A, K. Singh

Chairman

Place: New Delhi

Dated: 31^st July, 2018