To the Members,

The Board presents the 40^th Annual Report of Artson Engineering Limited (the Company or AEL) along with the audited financial statements for the year ended 31^st March 2019.

1. FINANCIAL RESULTS

2. COMPANY’S PERFORMANCE

The Company’s total income for the year under review aggregated to Rs. 16157 Lakhs (Previous Year: Rs. 14172 Lakhs). The operations of the Company for the year under review resulted in profit before tax of Rs. 12 Lakhs (Previous Year: Rs. 544 Lakhs) and profit/ (loss) after tax of (Rs. 169 Lakhs) (Previous Year: Rs. 131 Lakhs Profit).

During the year under review, the Company has completed the tankage work for Mumbai Aviation Fuel Farm Facility Private Limited (MAFFFL). In addition to this, fabrication of 3 tanks out of 4 nos. of large diameter (79 Mtrs.) tanks for storage of crude oil at IOCL, Paradeep are completed. Construction of 4^th tank is in advanced stage of fabrication.

Contract related to large diameter intake pipeline package at APGENCO, Krishnapatnam is completed, giving your Company a better pre-qualification eligibility for pursuing more projects of similar nature.

The Company has executed orders for supply of over 3000 MT of steel structures to various clients including FL Smidth, ThyssenKrupp and Tata Projects from Nagpur facility. Apart from steel structures, this facility has also manufactured a 3D precast mould, marking your Company’s foray into equipment building.

The Company delivered over 600 MT of equipment to clients like IOCL, Hindalco, SNF Flowpam, Aarti Industries, Chemitech and SI Group. This includes the manufacturing and delivery of heaviest heat exchanger ever manufactured by your Company to Hindalco Industries for their Dahej Plant. Further, the Company is manufacturing pressure vessels destined for a prestigious project of ISRO.

During the year under review, the Company received new orders with estimated value of approx. Rs. 29619 Lakhs. The closing order backlog of the Company for the year ended 31^st March 2019 stood at approx. Rs. 23985 Lakhs.

Major orders received

- From Indian Oil Corporation Limited (IOCL), for Construction of bulk fuel storage tanks at Dhumad Terminal, Gujrat.

- From GMR Hyderabad Internal Airport Limited (GHIAL) for augmentation of existing ATF fuel facility at RGI Airport, Hyderabad.

- From Bharat Petroleum Corporation Limited (BPCL) for construction of petroleum storage tanks at Haveli, Pune.

- From ThyssenKrupp Industries for fabrication and supply of steel structures.

- From Hindalco Industries for manufacturing and supply of hot heat exchanger for their Dahej, Plant.

- From Tata Projects Limited (TPL) for manufacture and supply of equipment, steel structures and their various projects in India.

Business demonstrated moderate growth for companies in the metal forming and fabricating segment. Markets across the Board have experienced sustaining growth in last few years.

Past year has been a prime example of sustenance in fabrication sector. At the same time, there are concerns over Election results, Policy framework shifts, investments from private sector etc. While 2019 forecast doesn’t project any major downturns, the overall feeling of many in metal fabrication is to remain cautiously optimistic.

Technology, automation, virtual design, green production and 3D printing are changing the fabrication landscape. Players are shifting towards off site fabrication due to constraints of space and labor at site and improving logistical infrastructure in the Country. New technologies such as gantry type robotic welding lines for fabrication and automation are changing the industry

Current year is expected to witness increasing trend of structural steel usage in transport infrastructure, residential and commercial buildings due to faster construction, load bearing capability and lower carbon-footprint.

Tankage market in India is highly cyclical and is currently going through a downward trend. Demand from the new refinery complexes is expected to last for the next 1-2 years, post which, only replacement and refurbishment tenders are expected. Your Company is on look out to other geographies for revenue growth in this segment.

The Company continues to maintain excellent record on Employee’s Health and Safety, at all factory locations and project sites and received token of appreciation from its clients.

The Company’s Management, with the support of TPL, is making sincere efforts to further improve the operations of the Company and record better performance over the impending years.

3. AWARDS, RECOGNITION AND ACHIEVEMENTS

- Received token of appreciation from IOCL for best safety practices.

- Received token of appreciation from Runaya Resource LLP, Jharsuguda for best safety practices.

- Received the Certificate for mechanical completion for construction of ATF Tanks at MAFFFL

4. CHANGE IN THE NATURE OF BUSINESS

The basic nature of the business of the Company i.e., construction of storage tanks and associated works, manufacturing of process plant equipment, fabrication of structures etc., remains the same and there was no change in the nature of business of the Company during the year under review.

5. CREDIT RATING

M/s. India Rating and Research Private Limited (Ind-Ra) has assigned a long term issuer rating of ‘IND AA-’. The Outlook is stable. The instrument-wise rating is as follows:

- “IND AA-/Stable/IND A1 ” for the fund based working capital facilities.

- “IND AA-/Stable/IND A1 ” for the non-fund based working capital facilities.

- “IND AA-/Stable” for the Term Loan.

6. DIVIDEND

Considering the financial position of the Company, the Board of Directors have not recommended dividend for the year 2018-19. Further, as the members are aware, pursuant to the revised terms of the loan (interest free for 20 years) given by the holding Company i.e., Tata Projects Limited (TPL), your Company is not permitted to declare dividend to the equity Shareholders (including the holding Company/ promoter) until the re-payment of loan to TPL.

7. TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to General Reserve for the year ended 31^st March 2019.

8. BORROWINGS

The borrowings of the Company i.e. long-term loans and working capital facilities from Banks stood at Rs. 2971 Lakhs as at 31^st March 2019.

9. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in the prescribed form MGT 9 as required under section 92(3) of the Act is enclosed as Annexure 1.

10. NUMBER OF BOARD MEETINGS

During the financial year, the Board met Six (6) times i.e., on 26^th April 2018, 18^th July 2018, 25^th October 2018, 8^th January 2019, 1^st February 2019 and 15^th March 2019. The gap between any two consecutive Board Meetings did not exceed One Hundred and Twenty days.

11. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Nalin M. Shah as Chairman, Mr. Michael Bastian, Mr. Pralhad Pawar and Ms. Leja Hattiangadi as members. The composition of the Committee is as per the requirements of the provisions of Section 177 of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal financial controls.

During the financial year, the Audit Committee met Six (6) times i.e., on 26^th April 2018, 18^th July 2018, 25^th October 2018, 8^th January 2019, 1^st February 2019 and 15^th March 2019.

12. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) comprises of Mr. Michael Bastian as Chairman, Mr. Vinayak K. Deshpande and Mr. Nalin M. Shah as members. The composition of the Committee is as per the requirements of the provisions of Section 178 of the Act and the Listing Regulations.

During the financial year, the NRC met Five (5) times i.e., on 26^th April 2018, 25^th June 2018, 25^th October 2018, 1^st February 2019, 15^th March 2019.

13. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee (SRC) comprises of Mr. Michael Bastian as Chairman, Mr. Pralhad Pawar and Ms. Leja Hattiangadi as members. The composition of the Committee is as per the requirements of the provisions of Section 178 of the Act and the Listing Regulations.

During the financial year, the SRC met four (4) times i.e., on 26^th April 2018, 17^th July 2018, 25^th October 2018, and 1^st February 2019.

14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility (CSR) Committee, comprises of Ms. Leja Hattiangadi, as Chairperson, Mr. Vinayak K. Deshpande and Mr. Pralhad Pawar, as members. The composition of the Committee is as per the requirements of the provisions of Section 135 of the Act and the Listing Regulations.

During the financial year, the CSR Committee met once (1) i.e., on 15^th March 2019.

In compliance with the policy adopted by the Board, an amount of Rs. 8.50 Lakhs, being 2% of the average net profit for the preceding 3 financial years was transferred to the Tata Projects Community Development Trust (TPCDT) towards CSR expenditure of the Company for the FY 2018-19.

The CSR policy and details of spending in the format as per the provision of the Act and listing Regulations is enclosed as Annexure 2.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material change and/ or commitments affecting the financial position of the Company, occurred between the end of the financial year of the Company to which the financial statements relate i.e. 31^st March 2019 and the date of the report i.e., 8^th May 2019.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted adequate internal financial controls, commensurate with the size and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations was observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies which are in line with the Indian Accounting Standards (Ind-AS) and the Act. These are in accordance with the generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee. The Company’s internal audit system is geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company’s policies, identifying areas of improvement, evaluating the reliability of financial statements, ensuring compliances with applicable laws and Regulations and safeguarding of assets from unauthorized use. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the relevant Board and Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the year 2018-19.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board believes that the Company’s internal financial controls were adequate and effective during the year ended 31^st March 2019. Accordingly, pursuant to Section 134(5) of the Act, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures there from;

- They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at 31^st March 2019 and of the profit of the Company for the year ended on that date;

- They 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 frauds and other irregularities;

- They have prepared the annual accounts on a going concern basis;

- They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended 31^st March 2019; and

- Proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31^st March 2019.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Cessation of Directors

During the year under review, there was no cessation/ resignation/ removal of any Director of the Company.

b) Directors retiring by rotation

As per the provisions of the Act and the Articles of Association of the Company, Mr. Pralhad Pawar, Director, retires by rotation and being eligible, offers himself for re-appointment. The proposal for re-appointment of Mr. Pralhad Pawar is being placed at the AGM along with the necessary details.

c) Changes in Directorship / Committee position

During the year under review, there was no change in the designation/ terms of Directorship/ Committee position of any of the Directors of the Company.

d) Re-appointment of Director

i. Mr. Nalin M. Shah was appointed as an Independent Director of the Company with effect from 8^th August 2014, to hold office for five consecutive years i.e., up to 7^th August 2019.

ii. Ms. Leja Hattiangadi was appointed as an Independent Director of the Company with effect from 12^th March 2015, to hold office for five consecutive years i.e., up to 11^th March 2020.

The re-appointment of Independent Directors require approval of the Shareholders, and the next AGM of the Company would happen only after their existing term expires. Therefore, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the proposal for re-appointment of Mr. Nalin M. Shah and Ms. Leja Hattiangadi is being placed at the 40^th AGM along with the necessary details.

e) Changes in the Key Managerial Personnel

During the year under review, there were no changes in KMPs of the Company.

f) Declaration by Independent Directors

As per the requirement of Section 149 (7) of the Act, Mr. Michael Bastian, Mr. Nalin M. Shah, and Ms. Leja Hattiangadi, the Independent Directors of the Company have submitted their respective declarations that they fulfil the criteria of independence under Section 149 of the Act, read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has neither given any loans or guarantee, nor provided any security in connection with any loan to any Body Corporate or person, nor has it acquired by subscription, purchase or otherwise, the securities of any Body Corporate as provided under Section 186 of the Act.

20. remuneration policy

Based on the recommendations of the NRC, the Board of Directors approved and adopted a Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company as required under Section 178(3) of the Act. The Company has adopted Governance Guidelines which inter alia covers the composition and role of the Board, Board Appointment, Induction and Development, Director’s Remuneration, Code of Conduct, Board Effectiveness Review and mandates of the Board Committees. The Remuneration Policy is placed on the website of the Company www.artson.net for reference and enclosed as Annexure 3.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/ arrangements/ transactions entered by the Company during the year under review with related parties were in the ordinary course of business and at arm’s length basis. The Particulars of such contracts or arrangements with related parties, pursuant to the provisions of Section 134(3)(h) and Rule 8 of the Companies (Accounts) Rules, 2014, in the prescribed form AOC-2 is enclosed as Annexure 4.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as prescribed under Section 134(3)(m) of the Act pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed as Annexure 5.

23. RISK MANAGEMENT POLICY

The Company has adopted measures for Risk Management and Mitigation thereof. A formal Risk reporting system has been devised by the Company. Project Review Committee has been constituted comprising of Directors and senior officials of the Company to review, assess and mitigate the risks, conversion of risk into opportunities, problems/ irregularities related to implementation and execution of projects (including project delay, change in scope and estimation errors) and implementation of checks and balances for proper execution of future work. The key risk management and mitigation practices include those relating to identification of key risks associated with the business objectives, impact assessment, risk evaluation and reporting.

24. ANNUAL EVALUATION

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

The following process was adopted for Board evaluation:

i) Feedback was sought from each Director about their views on the performance of the Board covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every Director on his assessment of the performance of each of the other Directors.

ii) The feedback received from all the Directors was discussed at the Meeting of Independent Directors and the NRC. The performance of the Non-Independent Non-Executive Directors and Board Chairman was also reviewed by them.

iii) The collective feedback on the performance of the Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board. It was also presented to the Board.

iv) Assessment of performance of every statutorily mandated Committee of the Board was conducted and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings.

v) During the year under review, the recommendations made in the previous year were satisfactorily implemented.

25. PARTICULARS OF SUBSIDIARY COMPANIES OR JOINT VENTURES OR ASSOCIATE COMPANY

The Company neither has any joint venture with nor does it have any associate or subsidiary Company as defined under various provisions of the Act.

26. PARTICULARS OF DEPOSITS

During the year under review, the Company has neither accepted any deposit covered under Chapter V of the Act nor has it contravened the compliance requirements of Chapter V of the Act.

27. PARTICULARS OF SIGNIFICANT/ MATERIAL ORDERS PASSED, IF ANY

During the year under review, there were no significant and/ or material orders passed by any Regulator/ Court/ Tribunal which could impact the going concern status of the Company and its operations in future.

28. AUDITORS

a) Statutory Auditors

Pursuant to the provisions of Sections 139, 142 and other applicable provisions of the Act read with Rules made thereunder, the Shareholders at the 38^th Annual General Meeting (AGM) of the Company held on 21^st September 2017, approved the appointment of M/s. Price Waterhouse & Co Chartered Accountants LLP, (PwC) (Firm Registration Number - 304026E/E-300009) as the Statutory Auditors of the Company to hold office for a period of 5 years commencing from the conclusion of the 38^th AGM till the conclusion of the 43^rd AGM to be held in the year 2022. The re-appointment of PwC will be reviewed based on the order of Securities Appellate Tribunal (SAT).

The Auditors’ Report issued by PwC for the financial year 2018-19 does not contain any qualification, reservations, adverse remark or disclaimer.

b) Internal Auditors

In terms of the provisions of Section 139 of the Act and based on the recommendation of Audit Committee, the Board of Directors at their Meeting held on 8^th May 2019 re-appointed M/s. Ernst & Young LLP (EY) (AAB-4343) as the Internal Auditors of the Company. EY confirmed their willingness to be re-appointed as the Internal Auditors of the Company. Further, the Audit Committee in consultation with Internal Auditors, formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

c) Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their Meeting held 8^th May 2019 re-appointed M/s. Sagar and Associates, Cost Accountants (Firm Registration No. 000118), as the Cost Auditors for the financial year 2019-20 to conduct the audit of Steel Products of the Company. The necessary consent letter and certificate of eligibility was received from M/s. Sagar & Associates, confirming their eligibility to be re-appointed as the Cost Auditors of the Company.

A resolution seeking ratification of remuneration payable to M/s. Sagar and Associates, Cost Accountants (Firm Registration No. 000118) to conduct the audit of Steel Products of the Company for the financial year 2019-20 has been included in the notice convening 40^th AGM of the Company.

d) Secretarial Auditors

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their Meeting held on 2^nd May 2017 appointed M/s. MKS & Associates, Company Secretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors for the financial year 2018-19. The Secretarial Audit Report for the financial year 2018-19 in the prescribed form MR-3 on the audit carried out by the said Auditor is enclosed to this Report as Annexure 6.

Further, based on the recommendation of the Audit Committee, the Board of Directors at their Meeting held on 8^th May 2019 re- appointed M/s. MKS & Associates, Company Secretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors of the Company for the financial year 2019-20. The necessary consent letter and certificate of eligibility was received from M/s. MKS & Associates, Company Secretaries, confirming their eligibility to be reappointed as the Secretarial Auditors of the Company.

29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has also constituted a Committee for Prevention of Sexual Harassment at work place. No complaints were received under the said policy during the year under review.

30. PARTICULARS OF EMPLOYEES

During the year under review, no employee in the Company drew remuneration in excess of the amounts prescribed under Section 197(12) of the Act, read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further the information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is enclosed as Annexure 7.

31. SHARE CAPITAL

The authorised share capital of the Company is Rs. 17,00,00,000/- comprising of 15,00,00,000 equity shares of Rs. 1/- and 2,00,000 preference shares of Rs. 100/- each. Further, the paid-up equity share capital of the Company is Rs. 3,69,20,000/divided into 3,69,20,000 equity shares of Rs. 1/- each. During the year under review, there was no change in the capital structure of the Company. Disclosure under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company is not applicable.

32. ISSUE OF SHARES

During the year under review, the Company has not:

i) Issued any shares with differential voting rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014;

ii) Issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014;

iii) Implemented any Employee Stock Option Scheme for its employees.

33. PURCHASE OF SHARES OF THE COMPANY

During the period under review, the Company has not given any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company or its Holding Company pursuant to Section 67(2) of the Act.

34. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to report to the Management, the instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. Under the policy, the employees can approach the Company’s Ethics Counsellor/ Chairman of the Audit Committee for reporting.

35. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and 46 (2) and para C, D and E of Schedule V are not applicable to the Company because, neither the paid-up share capital exceeds Rs. 10 Crore nor the net-worth exceeds Rs. 25 Crore as on the last day of previous financial year i.e. 31^st March 2019.

Accordingly, for the year under review, the reports stating compliance with the Code of Corporate Governance and the Management Discussion and Analysis have not been annexed to this report.

36. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for the unrelenting support received during the year from the Shareholders, Tata Projects Limited (Holding Company), customers - both in India and abroad, suppliers and vendors, Banks, and other Government and Regulatory authorities, Financing and lending institutions. The Board wishes to record its deep appreciation to all the employees and workers of the Company for their dedication and commitment.

Registered Office By Order of the Board

2^nd Floor, One Boulevard, Lake Boulevard Road, For Artson Engineering Limited

Hiranandani Business Park, Powai, Mumbai, Maharashtra - 400076

Email: investors@artson.net; Website: www.artson.net

Vinayak K. Deshpande

Date: 8^th May 2019 Chairman

Place: Mumbai DIN: 00036827