DIRECTORS’ REPORT

To

The Members

Uravi T and Wedge Lamps Limited

Your Directors have pleasure in presenting the Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

1.                  FINANCIAL STATEMENTS & RESULTS:

a.      Financial Results:

The Company's performance during the year ended 31st March, 2018 as compared to the previous financial year, is summarized below:

b.      OPERATIONS:

The Company continues to be engaged in the activities pertaining to manufacturing of wedge and capless types of lamps.The Company came out with a Public Issue during the Financial Year 2017-18 and got listed on the SME Platform of National Stock Exchange. The proceeds from fresh issue of equity shares are to be primarily utilized for increasing Working Capital requirements with the growing scale of the business of the Company.

The Company achieved turnover of Rs. 34,10,58,067/- during the year as compared to Rs. 29,16,31,966/- in the Previous year. The Company Earned Profit After Tax of Rs. 2,75,50,150/- during the financial year as compared to Rs. 104,95,482/- of previous Financial Year.

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

c.       DIVIDEND:

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

d.      TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve.

e.       REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

f.        DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

g.      LOANS FROM DIRECTORS:

During the financial year 2017-18, as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has not borrowed any funds from Directors or their relatives. However, the following amounts from Directors stand outstanding as on 31st March 2018. The Company has received a declaration in writing from the Directors the effect that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others.

h.      PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 entered by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in Form AOC-2 and is attached as Annexure I and forms part of this Report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure IIwhich forms part of this Report.

j.        EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure III which forms part of this Report. Further, a draft of Annual Return for the year ended 31st March 2018 will be placed on the official website of the Company: www.uravilamps.com

k.      PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

Full particulars of investments, loans, guarantees and securities covered under Section 186 of the Companies Act 2013 provided during the financial year under review has been furnished in Note 11 of the Notes to Accounts which forms part of the financials of the Company.

l.        DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes have occurred between the end of the financial year of the Company and the date of this report.

m.    DISCLOSURE OF INTERNAL FINANCIAL CONTROLS :

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

2.                  MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a)      BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

i.                    Appointment:

Mr. Niraj DamjiGada was re-designated as the Managing Director and Chief Financial Officer of the Company on 26th July, 2018.

Mr. Kaushik DamjiGada was re-designated as the Whole-time Director and Chief Executive of the Company on 26th July, 2018.

Mr. Anant Aggarwal whose term as Additional Director ended in the 13th Annual General Meeting dated 30th September, 2017 was continued as Non-Executive Non-Independent Director of the Company in the 13th Annual General Meeting.

Mr. Vidyut Jayantilal Shah was appointed as Non-executive Independent Director of the Company on 22nd January, 2018.

Ms. Darshita Chintan Gandhi was appointed as Non-executive Independent Director of the Company on 22nd January, 2018.

Ms. Aditi Amit Kamalakar was Appointed as the Company Secretary of the Company on 30th December, 2017.

ii.        Retirement by rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Niraj Gada retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors have recommendedhis appointment in the upcoming Annual General Meeting.

b)      DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-à-vis the Company.

3.                  DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a.      BOARD MEETINGS:

The Board of Directors met 8times during the financial year ended 31st March, 2018din accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.

b.      AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1.      Mr. Vidyut Shah, Chairman and Independent Director,

2.      Ms. Darshita Gandhi, Independent Director and

3.      Mr. Niraj Gada,Managing Director and Chief Financial Officer

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges.

c.       NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1.      Ms. Darshita Gandhi, Chairman, and Non-Executive Independent Director

2.      Mr. Vidyut Shah, Non-Executive Independent Director.

3.      Mr. Brijesh Aggarwal Non-Executive Non-Independent Director.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The Remuneration Policy is attached as “Annexure IV”

d.      STAKEHOLDER’S RELATIONSHIP COMMITTEE:

Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder’s Relationship Committee.

The composition of the committee is as under:

1.      Mr. Brijesh Aggarwal, chairman and Non-Executive Non-Independent Director

2.      Mr. Kaushik Gada, Whole Time Director

3.      Mr. Niraj Gada, Managing Director

e.       VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

f.        RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

g.      ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Since the Company got listed late in the financial year i.e. 28th March, 2018, the requirement of annual performance evaluation was not applicable to the Company for majority part of the financial year. However,the Board has adopted a formal evaluation mechanism for evaluating its performance and as well as that of its Committees and individual directors, including the Chairman of the Board going forward.

h.      A separate report on Management Discussion & Analysis is appended to this Annual Report as an Annexure V and forms part of this Directors’ Report.

i.                    AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a.      OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2018:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March, 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b.      SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2018:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s Vijay Tiwari & Associates, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2016-17.

Secretarial Audit Report issued by M/s Vijay Tiwari & Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2017-18 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c.       APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014,M/s. P.V. Dalal& Co, Chartered Accountants, (Registration Number 102049W) the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of M/s. P.V. Dalal& Co, Chartered Accountants, Chartered Accountants, as the Statutory Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

d.      COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

e.       REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

j.                    OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a.      DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

b.      DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirms that:

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

                              ii.            such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018  and of the profit/loss of the Company for that year;

                            iii.            proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

                              v.            proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c.       DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has not yet constituted the Internal Complaints Committee as mentioned under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company shall take the requisite steps in this regard during the current financial year 2018-19.

d.      CORPORATE GOVERNANCE:

The Company is paying remuneration to its Managing Director and Whole-time Director of the Company as per Schedule V of Companies Act, 2013. Following disclosures are required to be made in accordance section II of Schedule V with respect to remuneration paid.

e.       DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f.        DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g.      DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

h.      DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

i.        DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as Annexure VII

k.                  ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.   

For and on behalf of the Board

Uravi T and Wedge Lamps Limited

Sd/-                                                                              Sd/-

Date:  30th August, 2018

Place: Mumbai

Annexure as enclosed

 ANNEXURE I

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms’ length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

2. Details of material contracts or arrangement or transactions at arm’s length basis:

For and on behalf of the Board

Sd/-                                                                                Sd/-

Date:August 30, 2017

Place:Mumbai

Annexure II

Disclosure pursuant to Section 134(3)(M) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts), Rules 2014

(A) Conservation of energy:

   (B) Technology absorption:

    (C) Foreign exchange earnings and Outgo:

For and on behalf of the Board

     Sd/-                                                                                    Sd/-

Date:30th August, 2018

Place: Mumbai

ANNEXURE III

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I.          REGISTRATION AND OTHER DETAILS:

II.       PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

III.    PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

IV.     SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

  i.         Category-wise Share Holding:

V.        SHAREHOLDING OF PROMOTERS:

ii.         CHANGE IN PROMOTERS’ SHAREHOLDING:

·         There is a difference in “% of total shares of the Company” at the beginning of the year and at the end of the year because of fresh allotment of 5,00,000 Shares on 24th March, 2018.

iii.         SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS):

iv.         SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

VI.     INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

VII.  REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A.                Remuneration to Managing Director, Whole-time Directors and/or Manager:

B.     Remuneration to other Directors:

C.     REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

*Ms. Aditi Kamalakar was appointed as Company Secretary of the Company on 31st December, 2017.

VIII.  PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

For and on behalf of the Board 

Date:30th of August, 2018

Place: Mumbai

Annexure - IV

NOMINATION AND REMUNERATION POLICY

INTRODUCTION

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 (“LODR”) the Board of Directors of every listed Company shall constitute the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee is formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of LODR

The Nomination and Remuneration Policy of the Company is designed to attract, motivate and retain manpower in a competitive and international market. The policy reflects the Company's objectives for good corporate governance as well as sustained long-term value creation for shareholders.

DEFINITIONS

a)          “Board” means Board of Directors of the Company.

b)          “Company” means “Uravi T and Wedge Lamps Limited Limited”

c)          “Independent Director” means a director referred to in Section 149 (6) of the Companies Act, 2013.

d)          “Key Managerial Personnel” (KMP) means (i) Chief Executive Officer or the Managing Director or the Manager, (ii) Company Secretary, (iii) Whole-time Director, (iv) Chief Financial Officer and (v) Such other officer as may be prescribed.

e)          “Nomination and Remuneration Committee” shall mean a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and LODR.

f)           “Policy or This Policy” means, “Nomination and Remuneration Policy.”

g)          “Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.

h)          “Senior Management” mean personnel of the Company who are members of its core management team excluding Board of Directors. This would include all members of management one level below the executive directors, including all the functional heads.

SCOPE

The Remuneration Policy applies to the Company's senior management, including its Key Managerial Person and Board of Directors.

OBJECTIVE

The Key Objectives of the policy would be:

1.       To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management

2.       To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

GUIDING PRINCIPLES

The Policy ensures that:

1.       The Committee while designing the remuneration package considers the level and composition of remuneration to be reasonable and sufficient to attract, retain and motivate the person.

2.       Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

3.       The Committee considers that a successful remuneration policy must ensure that a significant part of the remuneration package is linked to the achievement of corporate performance targets.

TERMS OF REFERENCE OF NOMINATION AND REMUNERATION COMMITTEE

1.       To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

2.       Formulate criteria for evaluation of Independent Directors and the Board.

3.       Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

4.       To carry out evaluation of every Director’s performance.

5.       To recommend to the Board the appointment and removal of Directors and Senior Management.

6.       To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

7.       Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks

8.       To devise a policy on Board diversity.

9.       Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal

10.    Recommend to the Board, remuneration including salary, perquisite and commission to be paid to the Company’s Executive Directors on an annual basis or as may be permissible by laws applicable.

11.    Recommend to the Board, the Sitting Fees payable for attending the meetings of the Board/Committee thereof, and, any other benefits such as Commission, if any, payable to the Non- Executive Directors.

12.    Setting the overall Remuneration Policy and other terms of employment of Directors, wherever required.

13.    Removal should be strictly in terms of the applicable law/s and in compliance of principles of natural justice

14.    To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

15.    To perform such other functions as may be necessary or appropriate for the performance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT APPOINTMENT OF DIRECTOR (INCLUDING INDEPENDENT DIRECTORS)

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

As per the applicable provisions of Companies Act 2013, Rules made thereunder and LODR the Nomination and Remuneration Committee shall have discretion to consider and fix any other criteria or norms for selection of the most suitable candidate/s.

CRITERIA FOR APPOINTMENT OF KMP/SENIOR MANAGEMENT

To possess the required qualifications, experience, skills & expertise to effectively discharge their duties and responsibilities

1.    To practice and encourage professionalism and transparent working environment.

2.    To build teams and carry the team members along for achieving the goals/objectives and corporate mission.

3.    To adhere strictly to code of conduct.

REMOVAL

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.

POLICY RELATING TO REMUNERATION OF DIRECTORS, KMP & SENIOR MANAGEMENT PERSONNEL:

1.       No director/KMP/ other employee is involved in deciding his or her own remuneration.

2.       The trend prevalent in the similar industry, nature and size of business is kept in view and given due weight age to arrive at a competitive quantum of remuneration.

3.       Improved performance should be rewarded by increase in remuneration and suitable authority for value addition in future.

4.       Remuneration packages should strike a balance between fixed and incentive pay, where applicable, reflecting short and long term performance objectives appropriate to the Company's working and goals.

5.       Provisions of law with regard making payment of remuneration, as may be applicable, are complied.

6.       Whenever, there is any deviation from the Policy, the justification /reasons should also be indicated/ disclosed adequately.

7.       Executive remuneration is proposed by the Committee and subsequently approved by the Board of Directors. Executive remuneration is evaluated annually against performance. In determining packages of remuneration, the Committee may take the advice of the Chairman/ Managing Director of the Company.

8.      The annual variable pay of senior managers is linked to the performance of the Company in general and their individual performance for the relevant year measured against specific Key Result Areas, which are aligned to the Company's objectives.

FOLLOWING CRITERIA ARE ALSO TO BE CONSIDERED

Responsibilities and duties ;  Time & efforts devoted;  Value addition;  Profitability of the Company & growth of its business;  Analyzing each and every position and skills for fixing the remuneration yardstick;

There should be consistent application of remuneration parameters across the organisation.

REVIEW

The policy shall be reviewed by the Nomination & Remuneration Committee and the Board, from time to time as may be necessary.

**************

For and on behalf of the Board 

Date: 30th of August, 2018

Place: Mumbai

AnnexureV

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENT

The Company’s growth considering the past few years’ performance has increased. The Company is taking necessary steps for increasing profits from year to year. The total revenue from the operations for the year ended March 31, 2018 amounted to Rs.33,97,91,335as against Rs.29,01,77,743 in a previous financial year 2016-17.

OPPORTUNITIES & THREATS

The Company is operating into high growth Industry i.e. Manufacturing of Lamps and Electrical Components. The segment is expected to have high growth in medium to long term perspective.Although there is a constant risk of technology getting obsolete, the Company has already started venturing into LED powered technology in order to keep up with the technological upgradation.

OUTLOOK

Your Company has kept pace with the overall market scenario and continues to grow significantly.The Management expects to improve the growth in the years to come, subject to favourable market conditions, and stable economic policies.

RISKS & CONCERNS

All the promises which management is making, depend on the strength of the Shareholders and the confidence, which they have bestowed on the management.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has deployed all relevant technology solutions to manage and monitor internal processes. Further, we have well established and adequate systems for internal control to provide reasonable assurance that all assets are safeguarded. Also, as a measure of checks and balances, all transactions are authorized and reported diligently.

DISCUSSION ON FINANCIAL PERFORMANCEWITH RESPECT TO OPERATIONAL PERFORMANCE

We have got thorough leadership in our focused domains.The Company’s revenue from operations was 54,72,78,983 during year 2017-18. The growth in financial performance can be largely attributed to Company’s operational efficiency.

HUMANRESOURCES

Your Company has built significant talent pool in the form of top and middle management.We have also created a performance oriented work culture with focus on building long term talent pool.Also, we continuously endeavour to improve and enhance the work environment for our employees. Competitive compensation package, innovative and challenging environment to work, etc., are some of the steps taken by the Company for the welfare of its employees.

CAUTIONARY STATEMENT

Statements in the Management Discussion & Analysis Report describing the Company’s expectations, opinion, and predictions may please be considered as “forward looking statements” only. Actual results could differ from those expressed or implied. Company’s operations should be viewed in light of changes in market conditions, prices of raw materials, economic developments in the country and such other factors.

For and on behalf of the Board

     Sd/-                                                                                    Sd/-

Date: 30th August, 2018

Place: Mumbai

Annexure - VI

FORM NO. MR.3

SECRETARIAL AUDIT REPORT

For the Financial Year Ended 31st March, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members,

Uravi T and Wedge Lamps Limited,

Shop No. 329 Avior, Nirmal Galaxy, L.B.S Marg,

Mulund West, Mumbai 400080

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Uravi T and Wedge Lamps Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on our verification of the Company’s  books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i)         The Companies Act, 2013 (the Act) and the rules made there under;

(ii)         The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii)        The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv)        Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment, Foreign Direct Investment and External Commercial Borrowing (Not Applicable during the audit period)

(v)        The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. (hereinafter “Insider trading Regulations”)

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not Applicable to the Company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable to the Company during the audit period)

(i)         The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (herein after “Listing Regulations”)

We have also examined compliance with the applicable clauses of the following:

(i)         Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii)         Listing Agreements entered with stock exchange.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that the following laws are specifically applicable to the Company. However as confirmed by the management there were no compliance required to be done under those laws during the audit period.

1.         Bureau of Indian Standards Act, 1986 and Bureau of Indian Standards Act, 2016; &

2.         The Indian Boilers Act, 1923.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings and agenda items were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out either unanimously or majority as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company has issued and allotted 5,00,000 Equity Shares of the face value of Rs. 10.00 each at a premium of Rs. 90 per share as a fresh issue and 10,00,000 equity shares of face value of Rs.10 each at a premium of Rs. 90 per share were offered for sale by a Promoter and a Promoter Group Shareholder of the Company pursuant to Initial Public Offer (“IPO”)

For Vijay S. Tiwari & Associates,

Practicing Company Secretaries

Vijaykumar S. Tiwari

Partner

M No. 33084

CP No. 12220

Place: Mumbai

Date: 30 August, 2018

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

‘Annexure A’

To,

The Members,

Uravi T and Wedge Lamps Limited,

Shop No. 329 Avior, Nirmal Galaxy, L.B.S Marg,

Mulund West, Mumbai 400080

Our report of even date is to be read along with this letter.

1.         Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2.         We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3.         We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4.         Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5.         The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6.         The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For Vijay S. Tiwari & Associates,

Practicing Company Secretaries

Sd/-

Vijaykumar S. Tiwari

Partner

M No. 33084

CP No. 12220

Place: Mumbai

Date: 30 August, 2018

Annexure VII

Disclosure under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration) Rules, 2014

        I.            The percentage increase in remuneration of the executive Directors, Chief Financial Officer and Company Secretary during the financial year 2017-18, the ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year and the comparison of remuneration of each Key Managerial personnel (KMP) against the performance of the Company is as under:

*Appointed as Company Secretary and Compliance Officer of the Company on 30th December, 2017.

     II.            The median remuneration of employees during the financial year was Rs. 2,65,800/- (For calculating the median remuneration of employees, only the remuneration paid to employees who have served throughout the financial year 2017-18 has been considered)

   III.            There were 84permanent employees on the rolls of the Company as on 31st March, 2018

    IV.            In the financial year there was an increase of 13.92% in the median remuneration.

      V.            Average increase made in the salaries of employees other than the managerial personnel in the financial year 2017-18 was 12.60% and there was no increase in the managerial remuneration w.r.t the managerial personnel for the financial year 2017-18.

    VI.            It is hereby affirmed that the remuneration is paid as per the remuneration policy of the company.

VII.            List of top 10 employees in terms of remuneration drawn

For and on behalf of the Board

     Sd/-                                                                         Sd/-

Date: 30th August, 2018

Place: Mumbai

The Company continues to be engaged in the activities pertaining to manufacturing of wedge and capless types of lamps.The Company came out with a Public Issue during the Financial Year 2017-18 and got listed on the SME Platform of National Stock Exchange. The proceeds from fresh issue of equity shares are to be primarily utilized for increasing Working Capital requirements with the growing scale of the business of the Company.   The Company achieved turnover of Rs. 34,10,58,067/- during the year as compared to Rs. 29,16,31,966/- in the Previous year. The Company Earned Profit After Tax of Rs. 2,75,50,150/- during the financial year as compared to Rs. 104,95,482/- of previous Financial Year.   There was no change in nature of the business of the Company, during the year under review.   

Conservation of energy:   Steps taken or impact on conservation of energy Various steps have been taken by the Company to reduce consumption of electrical energy better products planning. Steps taken by the company for utilizing alternate sources of energy Capital investment on energy conservation equipments    

Technology absorption:   Efforts made towards technology absorption The Company adopted suitable policies for conservation of energy and technology absorption. Benefits derived like product improvement, cost reduction, product development or import substitution In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): ·         Details of technology imported Nil ·         Year of import Not Applicable ·         Whether the technology has been fully absorbed Not Applicable ·         If not fully absorbed, areas where absorption has not taken place, and the reasons thereof Not Applicable Expenditure incurred on Research and Development Nil    

Foreign exchange earnings and Outgo:     1st April, 2017 to 31st March, 2018 [Current F.Y.] 1st April, 2015 to 31st March, 2016 [Previous F.Y.] Amount in Rs. Amount in Rs. Actual Foreign Exchange earnings - - Actual Foreign Exchange outgo 9,34,71,853 3,82,59,732    

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirms that:                                   i.            in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;                               ii.            such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018  and of the profit/loss of the Company for that year;                             iii.            proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;                               v.            proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;      

 The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.