ACEWIN AGRITECK LIMITEDacewinagriteck.com/pdf/Annual Report-2018-19.pdf · ACEWIN AGRITECK LIMITED AAL/BSE/28/2019-2020 20th August, 2019 To, The Corporate Relations Department The

ACEWIN AGRITECK LIMITED

AAL/BSE/28/2019-2020 20th August, 2019

To,

The Corporate Relations Department

The Bombay Stock Exchange Ltd,

P J Towers, 1St Floor,

Dalal Street,

Mumbai — 400 001

Dear Sir/Madam,

Ref: Scrip Code: 539570

» lSIN: INE742R01013

Sub: lntimation pertaining to 11th Annual General Meeting of the Company

This is to inform you that the 11th Annual general Meeting of the Company will be held on Friday, 13th

Day of September, 2019 at 11.00 am. at Hotel, OYO Townhouse 014, Plot No.8, Ashley, Park Road, MG

Road, Shivaji Nagar, Bengaluru —— 560001, Karnataka.

Pursuant to Regulation 34 (1) of SEBl (Listing Obligations and Disclosure Requirements) Regulations 2015,

we enclose herewith the Annual Report for the year 2018—19 (including Notice of the AGM)

We are to inform that 11th Annual Report (including Notice of the AGM ) has been sent, through (i) email

to the members who have registered email ids with RTA of the Company i.e. Bigshare Services Private

Limited, Mumbai and (ii) by courier to the members who do not have registered email id with RTA, as on

cut—off dated 16.08.2019.

Kindly update the above in your records.

Thanking You.

For ACEWIN AGRITECK LIMITED

JESUDAS PREMKUMAR

MANAGING DIRECTOR

DIN: 7008031

Encl: Notice & Annual Report for 2018-19

Registered Ditice: i""

‘

iotpai‘ate Office:

Tei: ’1 ..

11th Annual Report 2018-19

2


(Formerly known as OFS TECHNOLOGIES LIMITED) 11th ANNUAL REPORT 2018-19


3

04 CORPORATE INFORMATION

05 COMMITTEE INFORMATION

06 FIVE YEARS CONSOLIDATED FINANCIAL HIGHLIGHTS

07 NOTICE OF ANNUAL GENERAL MEETING

18 BOARD'S REPORT

25 SECRETARIAL AUDIT REPORT

30 ANNUAL RETURN

41 REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

43 CORPORATE GOVERNANCE REPORT

58 MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

78 INDEPENDENT AUDITORS' REPORT

86 STANDALONE FINANCIAL STATEMENTS

87 STATEMENT OF PROFIT AND LOSS

88 CASH FLOW STATEMENT

90 STATEMENTS ON SIGNIFICANT ACCOUNTING POLICIES

95 NOTES FORMING PART OF THE FINANCIAL STATEMENTS

109 FORWARD LOOKING STATEMENT


4

CORPORATE INFORMATION

BOARD OF DIRECTORS CHIEF FINANCIAL OFFICER

MR. JESUDAS PREMKUMAR, MANAGING DIRECTOR MR. M. EZHUMALAI MRS. RUTH HILDA, INDEPENDENT DIRECTOR MR. ALLWIN ROEGER, INDEPENDENT, DIRECTOR

CORPORATE IDENTIFICATION NUMBER COMPANY SECRETARY L72300KA2008PLC045897 MS. DHARANI

REGISTERED ADDRESS CORPORATE OFFICE & DEVELOPMENT CENTRE

NO: 510, SECOND FLOOR UNIT NO: 1, 4TH FLOOR, PINNACLE, 16TH CROSS 2ND STAGE INDIRA NAGAR, ASCENDAS INTERNATIONAL TECH PARK, BANGALORE 560038 CSIR ROAD, TARAMANI ROAD, TARAMANI

KARNATAKA CHENNAI – 600 113, TAMIL NADU LISTED STOCK EXCHANGE REGISTRAR & SHARE TRANSFER AGENT

BSE LTD BIG SHARE SERVICES PVT LTD PHIROZE JEEJEEBHOY TOWERS, 1ST FLOOR, BHARAT TIN WORKS BUILDING, 1ST FLOOR, DALAL STREET, OPP. VASANT OASIS, MAKWANA ROAD, MUMBAI - 400001 MAROL, ANDERI EAST, MAHARASHTRA MUMBAI – 400059, MAHARASHTRA

STATUTORY AUDITOR INTERNAL AUDITORS M/S VENKATESH & CO MATHI RAMESH RAJAVEL & ASSOCIATES CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS

SRI RANGA NO.151, NEW NO.48, 2ND STREET, MAMBALAM HIGH ROAD, I SECTOR, K.K NAGAR,

T NAGAR, CHENNAI - 600 017 CHENNAI-600 078

BANKERS BANKERS

HDFC BANK LTD BANK OF INDIA ASCENDAS BRANCH CATHEDRAL ROAD BRANCH CHENNAI – 600112 CHENNAI - 600086


5

COMMITTEE INFORMATION

AUDIT COMMITTEE: MR. ALLWIN ROEGER, CHAIRMAN MRS. RUTH HILDA

MR. JESUDAS PREMKUMAR

NOMINATION AND MR. ALLWIN ROEGER, CHAIRMAN REMUNERATION COMMITTEE MRS. RUTH HILDA

MR. JESUDAS PREMKUMAR

STAKEHOLDER RELATIONSHIP COMMITTEE MR. ALLWIN ROEGER, CHAIRMAN MR. JESUDAS PREMKUMAR MRS. RUTH HILDA


6

FIVE YEARS CONSOLIDATED FINANCIAL HIGHLIGHTS

(Amount in Rs- Actuals)

FINANCIALS 2018-19 2017-18 2016-17 2015-16 2014-15

Total Income 22,02,37,121 10,01,25,725 9,42,72,014 9,16,90,822 4,60,29,961.79

PBDIT* 3,29,75,702 2,74,81,311 2,38,94,659 2,86,37,206 2,88,53,906.79

Interest 45,73,359 9,18,578 - 2,09,944 Nil

Depreciation 1,11,59,312 91,10,412 58,14,498 85,13,511 1,03,66,397

Profit/(Loss) Before Tax

1,72,43,031 1,74,52,321 1,80,80,161 1,99,13,751 1,84,87,509.79

Profit/(Loss) After Tax

1,40,86,426 1,19,93,861 1,00,24,480 1,11,07,236 1,25,67,659

Earnings per Share

1.37 1.87 1.56 1.73 2.67

Share Capital 10,26,32,000 6,41,45,000 6,41,45,000 6,41,45,000 4,71,05,000

Reserves 5,20,08,891 7,25,76,142 6,05,82,281 5,05,57,801 1,38,90,564.32

Net Worth 15,46,40,891 13,67,21,142 12,47,27,281 11,47,02,801 6,09,95,564.32

# The figures have been regrouped, wherever necessary, in order to confirm with IND AS

*Profit before Depreciation, Interest and Tax


7

NOTICE OF ANNUAL GENERAL MEETING

ACEWIN AGRITECK LIMITED (Formerly known as OFS TECHNOLOGIES LIMITED)

CIN: L72300KA2008PLC045897

Regd. Office: No.510, Second floor, 16th Cross, 2nd Stage, Indira Nagar, Bangalore-560038. Email: [email protected], Website: www.acewinagriteck.com, Phone: 91-8046536405/ 044-4324 3200.

Notice is hereby given that the Eleventh Annual General Meeting of the Company will be held on Friday, 13th Day of September, 2019 at 11.00 a.m. at Hotel, OYO Townhouse 014, Plot No.8, Ashley, Park Road, MG Road, Shivaji Nagar, Bengaluru – 560001, Karnataka to transact the following businesses: ORDINARY BUSINESS

Item No 1. - Adoption of financial Statements To receive, consider and adopt the audited Financial Statements of the Company for the year ended 31st March, 2019 including the audited Balance Sheet as at 31st March, 2019 and the statement of Profit and Loss and cash flow statement for the year ended on that date, the reports of the Board of Directors(‘the Board”) and Auditors thereon. Item No 2. - Reappointment of M/s Venkatesh & Co, Chartered Accountants (FRN: 004636S), Chennai

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 139, 142 and other applicable provisions, if any, of

the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory

modification(s) or reenactment(s) thereof, for the time being in force),M/s Venkatesh & Co, Chartered

Accountants, Chennai having Firm Reg. No: 004636S, be and are hereby reappointed as the Statutory

auditors of the Company. M/s Venkatesh & Co, shall hold the office of the Statutory Auditors of the

Company from the conclusion of this Annual General meeting until the conclusion of the fourth coming four

Annual General meeting at a remuneration of Rs.1,50,000/- plus actual out-of pocket expenses incurred by

them for the purpose of audit of the Company with an nominal escalation cost based on variable market

factors every year during their tenure of appointment.”

SPECIAL BUSINESS

Item No. 3. - Re-appointment of Mr. Jesudas Premkumar (DIN: 07008031) as Managing Director To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution

mailto:Email:%[email protected]


8

“RESOLVED THAT pursuant to the provisions of Section 196, 197 and any other applicable provisions of the

Companies Act, 2013 (“Act”) and the rules made there under, as amended from time to time, read with

Schedule V to the Act, and Articles of Association of the Company and subject to the approval of statutory

authorities, if any, and Mr. Jesudas Premkumar (DIN: 07008031) be and hereby reappointed as Managing

Director of the Company for a period of 5 Years or till such earlier date to conform with the policy on

retirement with effect from the date of upcoming AGM upon the terms and conditions set out in the

Explanatory Statement annexed to the Notice convening this meeting, with liberty to the Board of Directors

of the Company (hereinafter referred to as “the Board” (which term shall be deemed to include any

Committee of the Board constituted to exercise its powers, including the powers conferred by this

Resolution) to alter and vary terms and conditions of the said appointment in such manner as may be agreed

to between the Board and the Managing Director.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be necessary for

obtaining necessary approvals - statutory, contractual or otherwise, in relation to the above and to settle all

matters arising out of and incidental thereto and to sign and execute deeds, applications, documents and

writings that may be required, on behalf of the Company and generally to do all such other acts, deeds,

matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”

Item No. 4. - Re-appointment of Mr. Allwin Roeger (DIN: 06896559) as Independent Director 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 Sections 149 and 152 read with Schedule IV and other

applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and

Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory

modification(s) or re-enactment(s) thereof, for the time being in force), to re-appoint Mr. Allwin Roeger (DIN:

06896559), who was appointed as an Independent Director and who holds office of Independent Director up

to the conclusion of this Annual General Meeting and being eligible, and in respect of whom the Company

has received a notice in writing under Section 160 of the Act from a member proposing his candidature for

the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable

to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the

Company.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts and deeds and take all

such steps as may be necessary, proper or expedient to give effect to this resolution.”

Item No. 5. - Re-appointment of Mrs. Ruth Hilda (DIN: 07008045) as Independent Director 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 Sections 149 and 152 read with Schedule IV and other

applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and


9

Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory

modification(s) or re-enactment(s) thereof, for the time being in force), to re-appoint Mrs. Ruth Hilda (DIN:

07008045), who was appointed as an Independent Director and who holds office of Independent Director up

to the conclusion of this Annual General Meeting and being eligible, and in respect of whom the Company

has received a notice in writing under Section 160 of the Act from a member proposing her candidature for

the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable

to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the

Company.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts and deeds and take all

such steps as may be necessary, proper or expedient to give effect to this resolution.”

On behalf of the Board

For Acewin Agriteck Limited

Sd/- Place: Chennai Jesudas Premkumar Date: 20th August, 2019 Managing Director DIN: 7008031 Notes:

a) Notice of the AGM together with Annual Report for the F.Y.2018-2019 has been sent to all members by

permitted mode to their address registered with the Company and/ or electronically to those members who

have registered their email address with the Company or their respective Depository. The electronic

transmission/physical dispatch of notices together with Annual Report has been completed. The Notice of

AGM and Annual Report for the F.Y. 2018-2019 are available on the Company’s website

www.acewinagriteck.com.

b) The Register of Members and Share Transfer Books of the Company shall remain closed from Wednesday,

September 11, 2019 to Friday, September 13, 2019 (both days inclusive) for the purpose of Annual General

Meeting of the Company.

c) A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him/herself

and such a proxy need not to be a member of a company.

d) The instruments appointing proxy should reach the registered office of the company at least 48 hours before

the time fixed for the meeting.

e) Members/Proxies are requested to bring their copies of annual report to the meeting.

f) Members/Proxies are requested to fill the Attendance slip for attending the meeting.

http://www.acewinagriteck.com/


10

g) The Securities and 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 Company.

h) All documents referred to in this Notice/Explanatory Statement shall be open for inspection at the Corporate

Office of the Company during normal business hours (9:30 A.M. to 6.00 P.M.) on all working days and

including the date of the Annual General Meeting of the Company.

i) Members who hold shares in dematerialized form are requested to write their Client ID and DPID numbers

and those who hold in physical form are requested to write their Folio number in the attendance slip for

attending the meeting.

j) All documents that have been referred to in the accompanying notice and explanatory statement are open for

inspection at the corporate office of the Company during office hours on working days up to the date of the

Annual General Meeting.

k) The electronic copy of the AGM notice of the Company inter alia indicating the process along with Attendance

slip and Proxy form is being sent to all shareholders whose e-mail IDs are registered with the

Company/Depository Participants for communication purposes, unless any member has requested for a hard

copy of the same. For members who have not registered their e-mail address, physical copies of the Notice of

the Company along with Attendance slip and Proxy form is being sent in the permitted mode.

l) Members whose shareholding is in electronic mode are requested to direct any change in their personal

particulars to their respective Depository Participant(s).

m) Members are requested to address all correspondence, including dividend-related correspondence, to the

Registrar and Share Transfer Agents and/or to the Company.

M/s. BIG SHARE SERVICES PRIVATE LIMITED

Bharat Tin Works Building, 1st Floor,

Opp. Vasant Oasis, Makwana Road,

Marol, Andheri – East,

Mumbai 400059, Maharashtra

[email protected]

M/s. ACEWIN AGRITECK LIMITED Unit No.1, 4th Floor, Pinnacle Building, Ascendas International Tech Park, Chennai, Tamil Nadu 600113 [email protected]

mailto:[email protected]



11

Voting through electronic means 1. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies

(Management and Administration) Rules, 2014, and amendments thereto, the Company is pleased to provide

members facility to exercise their right to vote at the 11th Annual General Meeting (AGM) by electronic means and

the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited

(CDSL):

The instructions for members for voting electronically are as under:-

i. If you are holding shares in Demat form and had logged on to www.evotingindia.com and casted your vote earlier for EVSN of any Company, then your existing login id and password are to be used.

ii. Log on to the e-voting website www.evotingindia.com.

iii. Click on “Shareholders” tab to cast your votes.

iv. Select the Electronic Voting Sequence Number (“EVSN”) associated with the Company name “Acewin Agriteck Limited” from the drop down menu and click on Submit.

v. Now, fill up the following details in the appropriate boxes:

For members holding shares in demat form For members holding shares in

physical form

User ID For NSDL: 8 Character DP ID followed by 8 Digits Client ID For CDSL: 16 digits beneficiary ID

Folio Number registered with the Company

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department when prompted by the system while e-voting (applicable for both demat shareholders as well as physical shareholders)

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio.

Dividend Bank Details#

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. # Any one

*Members who have not updated their PAN with the Company/Depository Participant are requested to use the default number: <AALagm> in the PAN field

vi. After entering these details appropriately, click on “SUBMIT” tab.

vii. Members holding shares in physical form will then reach directly to the voting screen. However, members holding shares in demat form will now reach ‘Password Change’ menu wherein they are required to mandatorily change their login password in the new password field. The new password has to be minimum eight characters consisting of at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character(@ # $ %& *). 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. Kindly note that this changed password is to be also used by the demat holders for voting for resolutions for the Company or


12

any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform.

viii. You can also update your mobile number and e-mail ID in your demat account, which may be used for sending

communication(s) regarding CDSL e-voting system in future. The same may be used in case the member forgets the

password and the same needs to be reset.

ix. For members holding shares in physical form, the password and default number can be used only for e-voting on

the resolutions contained in the Notice of AGM.

x. 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.

xi. Click on the “Resolutions File Link” if you wish to view the entire Resolutions.

xii. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed.

If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify

your vote.

xiii. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to log on to https://

www.evotingindia.co.in and register themselves, link their account which they wish to vote on and then cast their

vote. They should upload a scanned copy of the Board Resolution in PDF format in the system for the scrutinizer to

verify the vote.

2. The voting period begins on Tuesday, September 10, 2019 (10:00 am) and ends on Thursday, September 12, 2019

(5:00pm). During this period, shareholder of the Company holding shares either in physical form or in dematerialized

form, as on the cut-off date (record date) of 06th September 2019, may cast their vote electronically. The e-voting

module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the

shareholder shall not be allowed to change it subsequently.

3. 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 www.evotingindia.com under help section or write an email to

[email protected].

4. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the

Company as on the cut-off date (record date) of 06th September 2019.

5. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not

be allowed to vote again at the AGM.

6. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by

the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at

the AGM through polling paper.



13

7. Ms. S Sridevi, Practicing Company Secretary (Membership No. ACS 46537, CP No. 17176) has been appointed as the

Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

8. The Chairman shall, at the AGM, at the end of discussions on the resolutions on which voting is to be held, allow

voting with the assistance of scrutinizer, by use of “Polling Paper” for all those members who are present at the AGM

but have not cast their votes by availing the remote e-voting facility.

9. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting by

polling papers and thereafter unblock the votes cast through remote e-voting in the presence of at least two

witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion of the

AGM, a consolidated scrutinizer’s report of total votes cast in favor or against, if any, to the Chairman or a person

authorized by him in writing.

10. The results on the resolution shall be declared within 48 hours of the conclusion of the AGM and the resolutions

will be deemed to be passed on the AGM date subject to receipt of the requisite number of votes in favour of the

resolutions.

11. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for

inspection at the Corporate Office of the Company during normal business hours (11.00 am to 5.00 pm) on all working

days except Saturdays and Sundays, up to and including the date of the Annual General Meeting of the Company.


14

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 Item No. 2 – Reappointment of M/s Venkatesh & Co, Chartered Accountants (FRN: 004636S), Chennai Statement pursuant to Section 102(1) of the Companies Act, 2013 M/s. Venkatesh & Co, Chartered Accountants (Firm Registration No: FRN 004636S) were first appointed as Statutory Auditor of the Company to fill the casual vacancy created by resignation of the earlier Auditor, Ms. ELANGOVAN & CO, Chartered Accountants, Chennai with effect from March 11, 2019 till the conclusion of this AGM at a remuneration of Rs.1,50,000/- plus out-of pocket expenses incurred for the purpose of audit of the Company. In terms of their appointment they are holding office of the auditors up to the conclusion of the upcoming AGM and hence would retire at the conclusion of the forthcoming 11th AGM of the Company. The Audit Committee and the Board of Directors in their respective meetings recommended reappointing M/s. Venkatesh & Co, Chartered Accountants, Chennai as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting to the conclusion of the forthcoming four Annual General Meeting at a remuneration of Rs.1,50,000/- plus actual out-of pocket expenses incurred by them for the purpose of audit of the Company. There is no material changes in the remuneration proposed to pay to the new Auditor compared to the remuneration paid to the previous Auditor. M/s Venkatesh & Co, Chartered Accountants (Firm Registration No: FRN 0046365) have conveyed their consent to be appointed as the Statutory Audit of the Company along with confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013. M/s. Venkatesh & Co, Chartered Accountants was established in India registered with Institute of Chartered accountants of India in 1979, has a client base of 300+. It has team of young, passionate and energetic professionals for rendering high quality professional services. Providing wide range of services like Statutory audit, Internal audit, Tax audit, Secretarial audit, Consultancy work for Corporate compliance, Legal opinion, Investment consultancy, Consultancy in field of FEMA, SEBI, Foreign Trade policies, International taxation, Empanelled with Reserve bank of India, C&AG of India for audit of P50, Insurance regulatory and development authorities, Official liquidator, Madras High Court. Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and approval of members. None of the Directors and Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the resolution set out under Item No. 2 of the Notice. Item No. 3 – Re-appointment of Mr. Jesudas Premkumar (DIN: 07008031) as Managing Director Statement pursuant to Section 102(1) of the Companies Act, 2013 The Company had appointed Mr. Jesudas Premkumar as Managing Director of the Company for a period of five years

from 12th November 2014. The Members had subsequently approved the said appointment and terms of his

remuneration.


15

Mr. Jesudas Premkumar, aged 45 years is a Managing Director of the Company having over 22 years of industry

experience in various fields. He has done B.E. Electrical and Electronics from Annamalai University.

His current term of appointment as the Managing Director of the Company expires on 11th November 2019.

Considering his knowledge of various aspects relating to the Company’s affairs and long business experience, the

Board of Directors is of the opinion that for smooth and efficient running of the business, the services of Mr. Jesudas

premkumar should be available to the Company for a further period of 5 (Five) years with effect from Annual General

meeting dated 13th September 2019.

In terms of the provisions of the Act and the Articles of Association of the Company, the Nomination and

Remuneration Committee of the Board and the Board of Directors have, at their meetings held on 20th August, 2019

respectively re-appointed him as Managing Director of the Company subject to the approval of shareholders of the

Company for a further period of 5 (Five) years with effect from 13th September 2019.

The main terms and conditions for the re-appointment of Mr. Jesudas Premkumar as Managing Director (MD), are as

follows:

I. Period - From 13th September 2019 to 12th September 2024 II. A. Remuneration

a) Salary: Remuneration not exceeding a maximum of Rs. 20,00,000/- per annum; The annual increments which will be effective 1st April each year, will be decided by the Board based on the recommendation of the Nomination and Remuneration Committee (hereinafter called the “NRC”) and will be performance-based and take into account the Company’s performance as well, within the said maximum amount. b) Benefits, Perquisites & Allowances: Details of Benefits, Perquisites and Allowances are as follows:

a. Medical allowance,

b. Leave Travel Concession/Allowance,

c. Other Allowances,

d. Personal Accident Insurance Premium,

e. Contribution to Provident Fund, Superannuation Fund or Annuity Fund and Gratuity as per the Rules of the Company. f. Leave and encashment of un availed leave as per the Rules of the Company. III. Nature of Duties – The MD shall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Board from time to time and separately communicated to him and such powers as may be assigned to him, subject to superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company and the business of any one or more of its associated companies and/or subsidiaries, including performing duties as assigned by the Board


16

from time to time by serving on the boards of such associated companies and/or subsidiaries or any other executive body or any committee of such a company. In accordance with the provisions of Sections 196, 197 & other applicable provisions of the Act, read with Schedule V to the said Act, the proposed appointment and the terms of remuneration payable to Mr. Jesudas Premkumar require approval of members by passing Special Resolution. Hence, the members are requested to pass the Special Resolution accordingly. The Board recommends the Resolution at Item No. 3 for approval of the shareholders. None of the Directors except Mr. Jesudas Premkumar and Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the resolution set out under Item No. 3 of the Notice.

Item No. 4 & 5 – Re-appointment of Mr. Allwin Roeger (DIN: 06896559) and Mrs. Ruth Hilda (DIN: 07008045) as Independent Director Statement pursuant to Section 102(1) of the Companies Act, 2013

Mr. Allwin Roeger and Mrs. Ruth Hilda were appointed as Independent Directors on the Board of the Company pursuant with effective from 27th September, 2014 and 12th November, 2014 respectively for a period of five years subject to the provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force). They hold office as Independent Directors of the Company up to the conclusion / date of the ensuing Annual General Meeting of the Company (“first term” in line with the explanation to Sections 149(10) and 149(11) of the Act).

The Human Resources, Nomination and Remuneration Committee of the Board of Directors, on the basis of the report of performance evaluation of Independent Directors, has recommended reappointment of Mr. Allwin Roeger and Mrs. Ruth Hilda as Independent Directors for a second term of 5 (five) consecutive years on the Board of the Company.

The Board, based on the performance evaluation of Independent Directors and as per the recommendation of the Human Resources, Nomination and Remuneration Committee, considers that, given their background and experience and contributions made by them during their tenure, the continued association of Mr. Allwin Roeger and Mrs. Ruth Hilda would be beneficial to the Company and it is desirable to continue to avail their services as Independent Directors. Accordingly, it is proposed to re-appoint Mr. Allwin Roeger and Mrs. Ruth Hilda as Independent Directors of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company. The Company has also received declarations from Mr. Allwin Roeger and Mrs. Ruth Hilda that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under the Listing Regulations.

The proposed Reappointment of Mr. Allwin Roeger and Mrs. Ruth Hilda require approval of members by passing Special Resolution. Hence, the members are requested to pass the Special Resolution accordingly. The Board recommends the Resolution at Item Nos. 4 & 5 for approval of the shareholders.


17

Mr. Allwin Roeger and Mrs. Ruth Hilda are interested in the resolutions set out respectively at Item Nos 4 & 5 of the Notice with regard to their respective re-appointments. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

On behalf of the Board For Acewin Agriteck Limited

Sd/- Place: Chennai Jesudas Premkumar Date: 20th August, 2019 Managing Director DIN: 7008031


18

BOARD’S REPORT

To the Members, The Board of Directors have pleasure in presenting before you the Eleventh Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS: (Rs in actuals)

PARTICULARS 2018-19 2017-18

Sales of Services - Software

Sales of Goods – Aquaculture

Gross Income

8,40,78,250

11,49,52,500

19,90,30,750

9,93,39,000

-

9,93,39,000

Depreciation & amortization expenses 4,11,59,312 1,91,10,412

Finance Charges 55,66,315 11,92,121

Gross Profit 1,72,43,031 1,74,52,321

Provision for Depreciation 0 0

Net Profit Before Tax 1,72,43,031 1,74,52,321

Provision for Tax 31,56,606 54,58,460

Net Profit After Tax 1,40,86,426 1,19,93,861

Balance of Profit brought forward 1,40,86,426 1,19,93,861

Balance available for appropriation 1,40,86,426 1,19,93,861

Proposed Dividend on Equity Shares 0 0

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

Surplus carried to Balance Sheet 1,40,86,426 1,19,93,861

OPERATIONAL REVIEW Gross revenues increased to Rs.19,90,30,750 as against Rs. 9,93,39,000 in the previous year. Profit before taxation was Rs. 1,72,43,031 against Rs. 1,74,52,321 in the previous year. After providing for taxation, the net profit of the Company for the year under review was placed at Rs. 1,40,86,426 as against Rs. 1,19,93,861 in the previous year.

Our Company is a software development and information technology outsourcing company, that’s further enriched and maintained it’s core expertise over the last financial year. We’ve helped our customers by designing, building, testing and maintaining commercial products and digital solutions for them. At the core of our business, we’ve managed to transition as a business partner to these clients acting as an extended software engineering division and setting up digital innovation centers that create software using multidisciplinary and multidimensional skills.


19

As a maturing organization we have carefully considered a multitude of business streams with potential growth opportunities in the near future and long term. A self-analysis and an educated assessment of the risks involved with the software business has resulted in our interest and investment in the food industry like Aqua culture business trading. This experimental diversion has now resulted in an additional stream of revenue and increased our ROI in several of our operational areas. The decision to get involved in the Aqua culture trading has the backing of our experience in this industry from earlier and also the domain expertise provided by our Management’s business level connections in this area. It is with this strength that we intend to use our core technology based expertise to analyse and decode the functioning of the industry, thereby providing us with the necessary data to build and customize marketable products to manage end-to-end process originating from a farm to the produce reaching the dining table. This acquisition had resulted in the new entity having different directions for outsourcing and we ended up parting ways. However as a stroke of luck, the diversification from earlier in the year had turned out to be the saviour and resulted in additional revenues that balanced our total revenue for the year. Earth has given us many things like food, minerals, metals, precious gems, fossil fuels, etc., which are invaluable to man. Of all these, food is the greatest wealth for it sustains life on earth. But food can also be a generator of wealth and this is the idea behind the latest venture of ACEWIN AGRITECK LIMITED. Your Company has changed its name to Acewin Agriteck Limited from OFS Technologies Ltd as more than fifty percent of the total revenue in the preceding one year period has been accounted for the new activity Aquaculture. As a favorable outcome of aqua business our Company thus recorded total revenue of Rs.19.90 Crores revenue in fy 2018-19 compared to Rs. 9.93 crores in the previous fy 2017-18. This is being the first year of operation, the Company will consistently focus on providing the most hygienic and nutritious prawn/fish to our customers by using the modern technology and innovative ideas in prawn/fish farming and processing. Overall, we’ve had a good year and our revenues have doubled since the last year. We believe this amalgamation of the technology world with historically non-technology based industry will usher us into a new era of further expansion and profitability.

DIVIDEND

In order to conserve the resources of the Company and to expand and intensify the business operations, your Directors do not recommend any dividend for the year ending March 31, 2019

SHARE CAPITAL

During the year under review, the Company has increased its Authorised capital from Rs. 6.80 crores to Rs. 10.80 crores vide approval from Postal ballot meeting on 04th November, 2018 for the purpose of issuing Bonus shares. Further, the paid up equity capital at the beginning of the year was Rs. 6.41 crore. The Company has allotted 38,48,700 Bonus shares at Rs.10/- each on 03rd December, 2018 thus increasing the total paid up capital to Rs. 10,26,32,000.

FINANCE Cash and cash equivalents as at 31st March, 2019 was Rs. 51,37,279/-. The Company continues to focus on judicious

management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.


20

PUBLIC DEPOSITS The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and any amendments thereto. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. CORPORATE SOCIAL RESPONSIBILITY The Company has not taken any initiatives under “Corporate Social Responsibility” as the ceiling limit was not applicable to the Company as per Section 135 Companies Act 2013. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014, is given in Annexure-B to this Annual Report. DIRECTORS AND KEY MANANGERIAL PERSONNEL

During the year under review, Mr. Karthikeyan (Din: 06877712), Independent Director has resigned from the board with effect from 14th march, 2019 due to personal reasons.

As per the provisions of the Companies Act, 2013, Mr. Jesudas Premkumar (DIN: 07008031), Managing Director, Mr. Allwin Roeger (DIN: 06896559), Independent Director and Mrs. Ruth Hilda (DIN: 07008045) Independent Director, and their first tenure of appointment expires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The board recommends their re-appointment.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their


21

Independence laid down in Section 149(6). A separate meeting of the Independent Directors was held on March 18, 2019 to review the performances of; (a) Non-independent Directors and Executive Directors; (b) To assess the quality, quantity and timeliness of flow of Information

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS The details of the familiarisation programme for the Independent Directors is reported in the Report on Corporate Governance, which is attached to the Board’s Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own

performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

POLICIES The Company is compliant with the following policies/charters:

- Audit Committee Charter - Nomination and Remuneration Policy - Vigil Mechanism/Whistle Blower Policy - Policy for determination of Materiality of any Event/Information - Policy on Independent Directors - Related Party Transaction Policy - Code of conduct for prevention of insider trading and code of practices and procedures for fair

disclosure of unpublished price sensitive information - Policy for preservation of documents and Archival Policy

All the policies are available in the website of the Company www.acewinagriteck.com BOARD MEETINGS The Board of Directors met 12 times during the financial year 2018-19. The dates of the Board meetings are as follows: 24th April, 2018, 29th May, 2018, 10th August, 2018, 17th September, 2018, 05th October, 2018, 12th November, 2018, 14th November, 2018, 03rd December, 2018, 05th December, 2018, 12th December, 2018 , 14th March, 2019 and 18th March, 2019. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.



22

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

iv) The directors have prepared the annual accounts on a going concern basis. v) The directors had laid down internal financial controls to be followed by the Company and that such internal

financial controls are adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that

such system were adequate and operating effectively. RELATED PARTY TRANSACTIONS There are no materially significant related party transactions made by the Company with Promoters, Key

Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

SUBSIDIARY COMPANIES The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. SECRETARIAL AUDIT According to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company engaged the services of Ms. L B and Co, Reg No: 5363, Practising Company Secretary, Chennai to conduct the Secretarial Audit of the Company for the Financial Year 2018-19. The Secretarial Audit Report submitted by the Company Secretary in Practice is enclosed as a part of this Annual report in Annexure-A, which is self-explanatory.

The Secretarial Auditors’ report does not contain any qualification, reservation or adverse remarks. AUDITORS M/s. Venkatesh & Co, Chartered Accountants (Firm Registration No: FRN 004636S) were first appointed as Statutory Auditor of the Company to fill the casual vacancy created by resignation of the earlier Auditor, Ms. ELANGOVAN & CO, Chartered Accountants, Chennai with effect from March 11, 2019 till the conclusion of this ensuing AGM vide Postal ballot meeting dated 09th June, 2019. M/s Venkatesh & Co, Chartered Accountants (FRN: 0046365), Chennai has reappointed as Statutory Auditor of the Company to hold office from the conclusion of this Annual General Meeting to the conclusion of the forthcoming four Annual General Meeting.


23

OBSERVATIONS IN AUDITORS’ REPORT

The Auditors’ report does not contain any qualification, reservation or adverse remarks.

COST AUDIT

The Central Government has not prescribed maintenance of cost records for the existing business activities of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS: The Management Discussion and Analysis Report are covered separately and forms part of the Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-C

HUMAN RESOURCES Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attracting, retaining and developing talent on an ongoing basis. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement. PARTICULARS OF EMPLOYEES The Company has not employed any person during the year, - whose remuneration was not less than Rs. 60,00,000/- for the whole year or - not less than Rs. 500,000/- per month, if employed for part of the year. - if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Corporate office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company secretary in advance. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company has taken adequate steps to adhere to all the stipulations laid down under Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance included as a part of this Annual Report is given in Annexure-E.

Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate

Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Annual Report.


24

CODE OF BUSINESS CONDUCT AND ETHICS The Board of Directors has approved a Code of Conduct and Ethics in terms of Schedule IV of Companies Act, 2013 and Listing Agreement. All the Board Members and the Senior Management personnel have confirmed compliance with the Code for the year ended March 31, 2019. The annual report contains a declaration to this effect signed by the Managing Director and CFO. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY The Company’s policy on Prevention of Sexual Harassment of Women provides for the protection and prevention against sexual harassment of women employees at the workplace and redressal of such complaints. There were no complaints received or pending for redressal during the FY 18-19. VIGIL MECHANISM/WHISTLE BLOWER POLICY: In accordance with section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy provides a mechanism for all employees to report to the management, grievances about the unethical behavior or any suspected fraud. The policy is available at the website of the company www.acewinagriteck.com PREVENTION OF INSIDER TRADING: The Company has complied with the provisions of SEBI (Prevention of Insider Trading) Regulations. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The code of conduct for prevention of insider trading is available in the website of the company www.acewinagriteck.com COMPLIANCE OF SECRETARIAL STANDARD The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government as required under Section 118(10) of the Companies Act, 2013

ACKNOWLEDGEMENTS

The Directors take this opportunity to place on record their gratitude for the support extended to the Company by the clients, banks, employees, investors and other stakeholders.

On behalf of the Board For Acewin Agriteck Limited





25

Annexure A - Form-MR-3 Secretarial Audit Report for the financial year ended 31st March, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To The Members, M/s Acewin Agriteck Limited (Formerly known as OFS Technologies Limited) No 510, 2nd Floor, 16th Cross 2nd Stage Indira Nagar, Bangalore – 560 038, Karnataka.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by M/s Acewin Agriteck Limited (Formerly known as M/s OFS

Technologies Limited) (hereinafter called “the Company”) (CIN: L72300KA2008PLC045897) having its

registered office at No 510, 2nd Floor, 16th Cross, 2nd Stage Indira Nagar, Bangalore – 560 038, Karnataka,

India. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the

corporate statutory compliances and expressing our opinion thereon.

Based on our verification of the M/s Acewin Agriteck Limited’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 ended on 31st March, 2019,

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 M/s Acewin Agriteck Limited (“the Company”) for the period ended on 31st March, 2019

according to the provisions of:

1. The Companies Act, 2013 (“the Act”) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. 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;


26

(c) The Company has allotted 38,48,700 equity shares of INR.10/- each as Bonus Shares at the Board Meeting held on 03rd December, 2018 and further the Company received approval from BSE Limited on 04th December, 2018. However, the Company received Notice from BSE Limited mentioning non- completion of bonus issue within a period of two months under the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and penalty for the same was paid by the Company;

(d) The Company has not issued any securities under employee stock option scheme and employee stock purchase scheme during the year under review and hence the question of compliance of the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 does not arise;

(e) The Company has not issued any debt securities during the year under review and hence the question of compliance of the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 does not arise;

(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 Company has not bought back any securities during the year under review and hence the question of compliance of the provisions of Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 does not arise;

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) The uniform listing agreement entered with BSE Limited pursuant to the provision of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.

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

We further report that, having regard to the compliance system prevailing in the Company and on

examination of the relevant documents and records in pursuance thereof, the Company has complied with the following law applicable specifically to the Company:

a. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

We further report that

- The Board of Directors of the Company is duly constituted with proper balance of Executive

Directors and Independent Directors. During the year, Mr Karthikeyan, (DIN: 06877712),

Independent Director, resigned from the Board with effect from 14th March, 2019.


27

- Adequate notice was given to all Directors to schedule the Board Meetings, Agenda and detailed

notes on agenda were sent 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.

- The system provides for a majority view being carried after recording the views of dissenting

members. However, there was no such instance during the period under review.

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 year, the Main Objects of the Memorandum of Association was altered by

inserting new clause on Aquaculture and Agriculture related business by Members of the Company on 05th January, 2019 by way of Postal Ballot and it registered with Registrar of Companies, Bangalore with effect from 06th February, 2019.

- During the year, the Company has changed its Name from M/s OFS Technologies Limited to

M/s Acewin Agriteck Limited with effect from 11th April, 2019 as 50% of Total revenue in the preceding one year period has been accounted for by new activity “Aqua”.

- During the year, M/s Elangovan & Co, Chartered Accountants, Chennai, Statutory Auditor of

the Company has resigned with effect from 07th March, 2019 and M/s Venkatesh & Co, Chartered

Accountants (FRN: 004636S) were appointed as Statutory Auditor with effect from 11th March, 2019 to

fill the casual vacancy caused due to resignation of erstwhile Statutory Auditor.

This report is to be read with our letter of even date which is annexed as Annexure-1 and forms an integral

part of this Report.

For LB & Co., Company Secretaries

Firm Regn No: 5363

Place: Chennai CS Lalitha S

Date: 19th August, 2019 Partner

CP No.2666


28

Annexure-1 To The Members, M/s Acewin Agriteck Limited (Formerly known as OFS Technologies Limited) No 510, 2nd Floor, 16th Cross 2nd Stage Indira Nagar, Bangalore – 560 038, Karnataka. 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 LB & Co.,

Company Secretaries Firm Regn No: 5363

Place: Chennai CS Lalitha S

Date: 19th August, 2019 Partner

CP No.2666


29

ANNEXURE-B

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO (Pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014) The Company is taking undertaking adequate measures for conservation of energy and technology absorption. A. Conservation Of Energy (i) Steps taken or impact on conservation of energy: The Company ensures that the business operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. (ii) Alternate sources of Energy: The management is planning to install more solar powered devices, wherever possible. (ii) Capital investment on energy conservation equipment: NIL during the year under review. B. Technology Absorption No outside technology is being used for Development activities. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal. (i) Specific areas in which Research and Development is carried out by the Company: With respect to trading of Shrimp seeds - Waste water treatment, Sanitation monitors (ii) Benefits derived as a result of above R & D: Reduction in costs and time, hygiene indicators (iii) Future Plan of action: The Company continues its effort on developing designated system for water management (iv) Expenditure incurred on Research and Development: NIL during the year under review

C. FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the period the Company earned Rs. 9.86 crores and outflow Rs. 11.78 lakhs in foreign currency.


For Acewin Agriteck Limited



30

ANNEXURE - C Annual Return Extracts in MGT 9

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2019 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I.REGISTRATION & OTHER DETAILS :

i CIN : L72300KA2008PLC045897

ii Registration Date : 03/04/2008

iii Name of the Company : ACEWIN AGRITECK LIMITED (Formerly known as OFS TECHNOLOGIES LTD)

iv Category/Sub-category of the Company

: Indian Non-Government Company Company limited by shares

v

Address of the Registered Office & contact details

:

No.510, Second Floor, 16th Cross, 2nd Stage, Indira Nagar, Bangalore-560038 Phone:+91-9845351488/044-432432006 E-Mail: [email protected]

vi Whether listed Company : Yes, BSE (SME Platform)

vii Name, Address & Contact details of the Registrar & Transfer Agent, if any.

: Big Share Services Pvt Ltd 1ST Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road Marol, Anderi East, Mumbai – 400059, Maharashtra

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

Sl No. Name & Description of main products/services

NIC Code of the Product /service

% to total turnover of the Company

1. Software Development 8920 42.24%

2 Aquaculture 03219 (Other marine aquaculture)

57.76%



31

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES:

Sl No.

NAME & ADDRESS OF THE COMPANY

CIN/GLN

HOLDING/ SUBSIDIARY/ ASSOCIATE

% OF SHARES HELD

APPLICABLE SECTION

NIL

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of Shareholders

No. of Shares held at the beginning of the year (as on 01st April, 2018)

No. of Shares held at the end of the year (as on 31st March, 2019)

% change in shareholding during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

-

A. Promoters

(1) Indian

a) Individual/HUF 43,05,100

- 43,05,100

67.12

68,88,160

- 68,88,160

67.12

b) Central Govt or State Govt

- - - - - - - -

c) Bodies Corporate - - - - - - - -

d) Bank/FI - - - - - - - -

e) Any other – Directors Relatives

4,04,500 - 4,04,500 6.31 2,22,200 - 2,22,200 2.16 (4.15)

SUB TOTAL:(A) (1) 47,09,600

- 47,09,600

73.42

71,10,360

- 71,10,360

69.28

(4.14)

(2) Foreign

a) NRI- Individuals - - -

- - - - -

b) Other Individuals - - - - - - - -

c) Bodies Corp. - - - - - - - -

d) Banks/FI - - - - - - - -

e) Any other(s) - - - - - - - -

SUB TOTAL (A) (2) - - - - - - - -

Total Shareholding of Promoter A)=(A) (1)+(A)(2)

47,09,600

- 47,09,600

73.42

71,10,360

- 71,10,360

69.28

(4.14)


32

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds - - - - - - - -

b) Banks/FI - - - - - - - -

c) Central govt - - - - - - - -

d) State Govt. - - - - - - - -

e) Venture Capital Fund

- - - - - - - -

f) Insurance Companies

- - - - - - - -

g) FIIS - - - - - - - -

h) Foreign Venture Capital Funds

- - - - - - - -

i) Others (specify) - - - - - - - -

SUB TOTAL (B)(1): - - - - - - - -

(2) Non Institutions

a)Bodies corporate

55,326

- 55,326

0.86 76,800 - 76,800 0.75 (0.11)

b) Individuals - - - - - - - -

i) Individual shareholders holding nominal share capital upto Rs.2lakhs

10,43,532

- 10,43,532

16.26 16,22,973 - 16,22,973 15.81 0.45


33

ii) Individuals shareholders holding nominal share capital in excess of Rs.2 lakhs

4,80,000

- 4,80,000

7.48 13,85,800 13,85,800 13.50 6.02

c) Any Other (specify) – Clearing Member

6,042

- 6,042

0.09 38,467 38,467 0.37 (0.28)

Market Maker 1,08,000

- 1,08,000

1.68 9,600 9,600 0.09 (1.59)

d) Foreign Bodies Corporate

- - - - - - -

e) Non Resident Indian (NRI)

12,000

- 12,000

0.19 19,200 19,200 0.19 -

SUB TOTAL (B)(2): 17,04,900 - 17,04,900 26.57 17,04,900 - 31,52,840 30.72 4.15

Total Public Shareholding (B)= (B)(1)+(B)(2)

17,04,900 - 17,04,900 26.57 17,04,900 - 31,52,840 30.72 4.15

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - -

Grand Total (A+B+C)

64,14,500

- 64,14,500

100

1,02,63,200

- 1,02,63,200

100


34

iii) There are changes in Promoters’ shareholding during the year 2018-19 as mentioned in segment II above.

Sl. No

Name of Promoter Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of Shares % of total shares of the Company

No. of Shares

% of total shares of the Company

1. Mr. Jesudas Premkumar

At the beginning of the year 43,05,100 67.12

Issue of Bonus share on 03.12.2018 25,83,060

At the end of the Year 68,88,160 67.12

2. Mrs. Josphine

At the beginning of the year 4,04,500 6.30

Issue of Bonus share on 03.12.2018 Transfer up to 31.03.2019

2,42,700 (4,25,000)


ii) SHAREHOLDING OF PROMOTERS:

Sl. No.

Shareholder's Name

Shareholding at the beginning of the year Shareholding at the end of the year

% change in shareholding during the year

No. of shares


% of shares pledged / encumber -red to total shares

No. of shares % of total shares of the Company

% of shares pledged / encumber-red to total shares

1 Mr.Jesudas Premkumar

43,05,100

67.12

- 68,88,160

67.12

- -

2 Mrs. Josphine 4,04,500

6.30

- 2,22,200

2.16

- (4.14)

Total 47,09,600

73.42

71,10,360

69.28

(4.14)


35

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs):

Sl. No

For Each of the Top 10 Shareholders Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of Shares % of total shares of the Company

No. of Shares


1. NIRMALACHINNA RANI

At the beginning of the year 500 0

Purchase / Sales transaction up to 31.03.2019

4,25,600 (300)


2. MEENA S



1,95,600 (70,800)


3 ROSY ANTOO



67,200

At the end of the Year 67,200 0.65

4 DHEERAJ KUMAR LOHIA

At the beginning of the year 36,000 0.56


43,200 (21,600)

-


5 K.K.ANTOO



58,800 (1,200)


6 PRITTY DEVI SARAWAGI



73,200 (27,600)

-


7 ADITYA CHUGH



36,000 (-18,000)

-



36

8 RAJAKUMAR LOURTHUSAMY



36,000 (-18,000)

-


9 AMIT CHANDER



36,000 (-18,000)

-


10 MARWADI SHARES AND FINANCE LTD.

At the beginning of the year 18,000 0.28 -


58,800 (28,800)

-


v) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (Contd.) Shareholding of Directors and Key Managerial Personnel:

Sl. No. For each of the Directors and KMP Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares


No. of shares % of total shares of the Company

1 Mr. Jesudas Premkumar, Managing Director

At the beginning of the year 43,05,100 67.12 43,05,100 67.12

Allotment of Bonus Share on 03.12.2018 25,83,060 - - -


2 Mrs. Ruth Hilda, Director

At the beginning of the year 100 0.0015 100 0.0015

Allotment of Bonus Share on 03.12.2018 63 - - -

At the end of the Year 163 0.0015

3 Mr. Allwin Roeger, Director

At the beginning of the year 100 0.0015 100 0.0015


37

Allotment of Bonus Share on 03.12.2018 60 - - -

At the end of the Year 160 0.0015

4 Mr. M. Ezhumalai, Chief Financial Officer

At the beginning of the year - - - -

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)

- - - -

At the end of the Year - - - -

5 Ms. Dharani, Company Secretary

At the beginning of the year - - - -

Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)

- - - -

At the end of the Year - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL – ANNEXURE D A) Remuneration to Managing Director, Whole-time Directors and/or Manager: (in Lakhs)

Sl. No Particulars of Remuneration

Name of MD/WTD/ Manager Total Amount MR.JESUDAS PREMKUMAR

1 Gross salary a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of 17(3) Income- tax Act, 1961

14.90 - -

14.90 - -

2. Stock Option - -

3. Sweat Equity - -

4. Commission - as % of profit others, specify

- -

-

5. Others - -

Total (A) 14.90 14.90


38

B) Remuneration to other directors: (in Rs)

Sl. No.

Particulars of Remuneration

1 Independent Directors Mr. Karthikeyan

Mr. Allwin Roeger

Mrs. Ruth Hilda

Fee for attending board/ / committee meetings 51,000 72,000

51,000

Commission - -

Others, please specify - -

Total (1) 51,000 72,000 51,000

2 Other Non-Executive Directors - - -

Fee for attending board / committee meetings - -

-

Commission - - -

Others, please specify -

Total (B) = (1 + 2) - - -

Total Managerial Remuneration 1,74,000

*Other than the Managing Director none of the other Directors are paid remuneration, except sitting fees. C) Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD: (Rs in lakhs)

Key Managerial Personnel

Mr. Ezhumalai, Chief Financial Officer

Ms. Dharani Company Secretary

Total

1 Gross salary

A. Salary as per provisions contained in Section 17(1) of the Income-Tax Act, 1961

12.21 5.78 17.99

B. Value of perquisites u/s 17(2) Income-Tax Act, 1961

- -

C. Profits under in lieu section of Salary 17(3) Income-Tax Act, 1961

- -

2 Stock Option - -

3 Sweat Equity - -

4 Commission - as % of profit - others, specify

- -

- -

5 Others

Total 12.21 5.78 17.99


39

VII INDEBTEDNESS: As per books IGAAP Indebtedness of the Company including interest outstanding/accrued but not due for payment Amount in Rs

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

53,81,141 - -

40,64,517 - -

- - -

94,45,658 - -

Total (i+ii+iii) 53,81,141 40,64,517 - 94,45,658

Change in Indebtedness during the financial year

Addition

Reduction

(10,57,645)

3,10,95,768 (1,23,72,729)

- -

3,10,95,768 (1,34,30,374)

Net Change (10,57,645) 1,87,23,039 - 1,87,23,039

Indebtedness at the end of the financial year i. Principal Amount ii. Interest due but not paid iii. Interest accrued but not due

43,23,496 - -

2,27,87,556- -

- - -

2,71,11,052 - -

Total (i+ii+iii) 43,23,496 2,27,87,556 2,71,11,052

VIII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding fees imposed

Authority (RD/ NCLT/Court)

Appeal made if any (give details)

A. COMPANY

Penalty NIL Punishment

Compounding

B. DIRECTORS

Penalty NIL Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT NIL

On behalf of the Board Place: Chennai For Acewin Agriteck Limited Date: 15th May, 2019

Sd/- Jesudas Premkumar

Chairman


40

FORM NO. AOC.2

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 arm’s length transactions

under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

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

(a) Name(s) of the related party and nature of relationship: NIL

(b) Nature of contracts/arrangements/transactions: NIL

(c) Duration of the contracts/arrangements/transactions: NIL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NIL

(e) Justification for entering into such contracts or arrangements or transactions: NIL

(g) Amount paid as advances, if any: NIL

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section

188: NIL

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

(a) Name(s) of the related party and nature of relationship: NIL

(b) Nature of contracts/arrangements/transactions : NIL

(c) Duration of the contracts/arrangements/transactions NIL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NIL

(e) Date(s) of approval by the Board, if any: NIL

(f) Amount paid as advances, if any: NIL


Place: Chennai For Acewin Agriteck Limited Date: 15th May, 2019

Sd/- Jesudas Premkumar

Chairman


41

ANNEXURE – D

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975

1. The ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the financial year: (Explanation: (i) the expression “median” means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one; (ii) if there is an even number of observations, the median shall be the average of the two middle values) 2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary, or Manager, if any, in the financial year: The ratio of remuneration of each Director to the Median Remuneration of all employees who were on the payroll of the Company and the percentage increase in remuneration of the Directors during the financial year 2018-19 are given below:

S.No Name Designation Percentage increase in remuneration

Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year

1 Jesudas Premkumar Managing Director 6.94 2.48

2 Karthikeyan Non-executive Independent Director

Nil Nil

3 Allwin Roeger Non-executive Independent Director

Nil Nil

4 Ruth Hilda Non-executive Independent Director

Nil Nil

5 Ezhumalai Chief Financial Officer 10.19 NA

6 Dharani Company Secretary 26.08 NA

*Mr. Karthikeyan, Independent Director has resigned from the board with effect from 14th march, 2019.


42

3. The percentage decrease in the median remuneration of employees in the financial year: (13.85%) 4. The number of permanent employees on the rolls of the Company: 59. 5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The percentage decrease in the salaries of employees other than the managerial personnel in the last financial year is 14.09% on a cost to Company basis. The increment given to each individual employee is based on the employees’ potential, experience as also their performance and contribution to the Company’s progress over a period of time and also benchmarked against a comparable basket of relevant companies in India. 6. Affirmation that the remuneration is as per the Remuneration Policy of the Company: It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company.

The net worth as at March 31, 2019 was Rs. 15.46 crores and as at March 31, 2018 was Rs. 13.67


43

ANNEXURE E REPORT ON CORPORATE GOVERNANCE

Company’s Philosophy on Code of Governance The Company believes that the fundamental objective of corporate governance is to enhance the interests of all stakeholders. The Company's corporate governance practices emanate from its commitment towards discipline, accountability, transparency and fairness. Key elements in corporate governance are timely and adequate disclosure, establishment of internal controls and high standards of accounting fidelity, product and service quality. The Company also believes that good corporate governance practices help to enhance performance and valuation of the Company. The Company also respects the right of its shareholders to information on the performance of the Company and considers itself as trustee of its shareholders. The Company is compliant with the Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchanges. 1. Board of Directors a) The Board of Directors consists of 3 Directors as on March 31st, 2019, of whom 2 are Non- Executive Independent Directors. Mr. Jesudas Premkumar – Chairman and Managing Director Mrs. Ruth Hilda – Non-Executive Independent Director Mr. Allwin Roeger – Non-Executive Independent Director *Mr. Karthikeyan, Non-Executive Independent Director has resigned from the board with effect from 14th march,

2019. b) The Board of Directors met 12 times during the Financial Year 2018-19. The dates of the Board meetings held are as

follows:

24th April, 2018, 29th May, 2018, 10th August, 2018, 17th September, 2018, 05th October, 2018, 12th November, 2018, 14th November, 2018, 03rd December, 2018, 05th December, 2018, 12th December, 2018 , 14th March, 2019 and 18th March, 2019. c) None of the Directors are related to each other. d) The attendance of each Director at the meetings, the last Annual General Meeting and number of other Directorships / Committee memberships held by them as on 31st March, 2019 are as follows:

Sl.No. Name of Director Board meetings attended (no. of meetings held)

Number of other Directorships*

Number of Committee Chairmanships *

Number of committee memberships*

Attendance at last AGM

No. of Shares held as on 31 March, 2019

1 Mr. Jesudas Premkumar

12(12) 0 0 3 Present 68,88,160

2 Mrs. Ruth Hilda 12(12) 0 0 3 Absent 163


44

3 Mr. Karthikeyan 11(12) 0 0 3 Present 100

4 Mr. Allwin Roeger

12(12) 0 3 3 Present 160

* Includes Private limited Companies *Mr. Karthikeyan, Independent Director has resigned from the board with effect from 14th march, 2019. * Committee membership of all Directors as on 31st March, 2019 is calculated with effect from 14th march, 2019 post

Change in Directorship of the Company. *Includes only Chairmanship/Membership in Audit, Nomination and Remuneration and Stakeholders Relationship Committee.

Category of Directorship in other companies listed on recognized Stock Exchange(s): Name of other companies listed at the recognized Stock Exchange(s) in which the Directors of the Company hold position of Directorship (along with category of Directorship), as on 31st March, 2019, are as under:

Sl.No. Name of Director Name of other companies listed at the recognized Stock Exchange(s) in which hold Directorship*

Category of Directorship

1 Mr. Jesudas Premkumar Nil NA

2 Mrs. Ruth Hilda Nil NA

3 Mr. Allwin Roeger Nil NA

4 Mr. Karthikeyan Nil NA

*Mr. Karthikeyan, Independent Director has resigned from the board with effect from 14th march, 2019. The following are the Independent Directors of the Company: Mrs. Ruth Hilda – Non-Executive Independent Director Mr. Allwin Roeger – Non-Executive Independent Director

*Mr. Karthikeyan, Non-Executive Independent Director has resigned from the board with effect from 14th march, 2019 due to personal reasons. He has also provided a confirmation that apart from this, there was no other reason for him stepping off the Board of the Company. Criteria of Independence of Independent Directors: Mr. Allwin Roeger and Mrs. Ruth Hilda Independent Directors, have furnished a declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Familiarisation Programme for Independent Directors: The Company familiarises the Independent Directors of the Company on their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through various programs. The details of the familiarisation Programme conducted on 18.03.2019 are disseminated on the website of the Company at http://www.acewinagriteck.com/pdf/policies/Independent%20Directors.pdf

http://www.acewinagriteck.com/pdf/policies/Independent%20Directors.pdf


45

Details of the directors seeking re-appointment in the forthcoming annual general meeting (in pursuance of Regulation 36 of the SEBI (LODR) Regulations, 2015 and any amendments thereto)

Name of the Director Mr. Jesudas premkumar Mr. Allwin Roeger Mrs. Ruth Hilda

Mode of Appointment Reappointment as Managing Director for second term

Reappointment as Independent Director for second term

Reappointment as Independent Director for second term

Date of Birth 19/02/1974 01/05/1950 01/06/1978

Number of Shares held as on 31st March, 2019

6038160 160 163

Qualifications B.E M.A English M.A (Personal Management and Industrial Relations)

Experience in special functional Area

Having 22 years of rich experience in the field of Software with vast industrial and management experience.

Having 34 years of experience as a renowned professor in the subject of English.

More than 8 years of experience in Human resource field and Manpower management

Directorship held in other Companies including Listed entities as on (March 31, 2019)

Nil Nil Nil

Chairman/Membership in Committees of other Companies

Nil Nil Nil

None of the Directors are related to each other Chart setting out the skills / expertise / competence of the Board of Directors: While evaluating the Board as a whole, it was ensured that the existing board members have relevant core skills/expertise /competencies as required in the context of its business(es) and sector(s) to function effectively.

Skill Description Skill Description

Leadership/Strategy Leadership/ Experience of playing leadership roles Strategy in large businesses, with competencies around strategy development & implementation, sales & marketing, business administration/operations and Organisations and people management.

Financial Practical knowledge and experience in Corporate Finance, accounting and reporting and internal financial controls, including strong ability to asses financial impact of decision making and ensure profitable and sustainable growth.

Governance Strong understanding of and experience in directing the management in the best interests of the Company and its stakeholders and in upholding high standards of governance.

Regulatory Strong expertise and experience in corporate law and regulatory compliance in India and overseas (including industry specific laws).


46

2. Audit Committee The Audit Committee consists of 3 directors, out of which 2 are Independent Directors. The Chairman of the Audit Committee is Mr. Allwin Roeger, an Independent Director. The Audit Committee met 09 times during the financial year 2018-19. The dates of the meeting were 24th April, 2018, 29th May, 2018, 10th August, 2018, 17th September, 2018, 12th November, 2018, 14th November, 2018, 05th December, 2018, 14th March, 2019 and 18th March, 2019. The Composition of the Audit Committee and attendance of each member at these meetings are as follows:

Name of the Director Position Category No. of Committee meetings held

No. of Committee meetings attended

Mr. Allwin Roeger Chairman Independent Director 9 9

Mr. Jesudas Premkumar Member Executive Non-Independent

9 9

Mr. Karthikeyan Member Independent Director 7 7

Mrs. Ruth Hilda Member Independent Director 2 2

The Company Secretary is the Secretary to the Committee. *Mr. Karthikeyan, Independent Director has resigned from the board with effect from 14th march, 2019. * Committee membership of all Directors as on 31st March, 2019 is calculated with effect from 14th march, 2019 post

Change in Directorship of the Company. 3. Stakeholders Relationship Committee The Stakeholders Relationship Committee consists of 3 Directors. The Composition of Stakeholders Relationship Committee is as follows:





1 1


During the year, the Committee met on 18th March, 2019. During the year no letters/complaints were received from investors and none of the complaints is pending as on date. The Stakeholders Relationship Committee also reviewed the redressal system of the Company. There was no request for Share Transfer and Dematerialization pending as on 31st March, 2019. The Company has designated an e-mail id exclusively for Investor Relations viz., [email protected]



47

4. Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of 3 Directors. The Composition of Nomination and Remuneration Committee is as follows:





2 2

Mr. Karthikeyan Member Independent Director 1 1


*Mr. Karthikeyan, Independent Director has resigned from the board with effect from 14th march, 2019. During the year, the committee met on 10th August, 2018 and 18th March, 2019. The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance. The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

a) Details of Remuneration paid to Mr. Jesudas Premkumar, Managing Director (as on 31st March, 2019)

Sl. No Particulars of Remuneration

Name of MD/WTD/ Manager Total Amount MR.JESUDAS PREMKUMAR

1 Gross salary a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of 17(3) Income- tax Act, 1961

14.90

14.90

2. Stock Option - -

3. Sweat Equity - -

4. Commission - as % of profit others, specify

-

-

5. Others

Total (A) 14.90 14.90

b) Details of Sitting Fees paid/payable to Non-Executive Directors during the financial year 2018-2019


48

SNO Name of the Non-Executive Director Board Meetings (Amount in Rs.)

1 Mr. Allwin Roeger 72,000

2 Mr. Karthikeyan 51,000

3 Mrs. Ruth Hilda 51,000

*Mr. Karthikeyan, Independent Director has resigned from the board with effect from 14th march, 2019. There was no pecuniary relationship or transactions of the Non-Executive Directors vis-à-vis the company during the Financial Year ended March 31, 2019. 5. Certifications MD and CFO Certification under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange have been submitted to the Board and form part of this Annual Report. 6. Disclosure on Materially significant related party transactions There have been no materially significant related party transactions with the Company’s promoters, directors, the management, their subsidiaries or relatives which may have potential conflict with the interests of the Company at large. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the audit committee and Board of directors were taken wherever required in accordance with the Policy. Full disclosure of related party transactions as per Accounting Standard 18 issued by the Institute of Chartered Accountants of India is given Notes to Financial Statements. All the transactions covered under related party transaction were fair, transparent and at arm’s length. 7. Compliances There have been instance of delay in compliance by the Company on matters related to the capital market –Issue of Bonus Shares, also penalty have been imposed on the Company by the BSE Limited as follows.

Reg. of SEBI (Issue of Capital and Disclosure Requirements)Regulations, 2009

Due date of compliance

No. of days of non-

compliance Fine amount (Rs.)

Additional Fine for Non-Compliance beyond 15 days.

95 (1) 16/11/2018 31 Rs.6,20,000/- + 18% GST Rs.6414.50 + 18% GST 8. Whistle Blower Policy In compliance with Section 177 (9) of the Companies Act, 2013 and pursuant to the Listing Agreement, the Board of Directors of the Company have adopted the Vigil Mechanism/Whistleblower Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. This policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee.


49

This Policy covers disclosures or formal reporting by the whistleblowers of any unethical and improper practices and events which have taken place/ suspected to have taken place. This policy provides for transparency in dealings and timely and regular response of whistleblower investigations. The approved whistleblower policy is available on the Company's website www.acewinagriteck.com 9. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements The Company has implemented all mandatory requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The non-mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate headings detailed below:

(i) The Board

An executive Chairman heads the Board. Independent Directors possess the requisite qualification and experience to contribute effectively to the Company in their capacity as independent director.

(ii) Shareholder rights:

The unaudited half yearly results of the Company are uploaded in the website of the Company. These are not sent individually to the shareholders.

(iii) Audit Qualifications

The audited financial statements of the Company are unqualified.

(iv) Separate posts of Chairman and CEO

The Company has separate posts of Chairman and CEO 10. Means of Communication a. The Company’s website address is: www.acewinagriteck.com the website contains basic information about the

Company and such other details as required under the Listing agreement. The Company ensures periodical Updation of its website. The Company has designated the email- info@ acewinagriteck.com to enable the shareholders to register their grievances.

b. No presentations have been made to institutional investors or to analysts. 11. General Share Holders Information A separate section has been annexed to the Annual Report furnishing various details viz., previous annual General Meeting, its time and venue, share price movement, distribution of shareholding, location of development centre, means of communication, etc., for shareholders reference.




50

12. Meeting of independent directors: The Independent Directors of the Company had met during the year on 18th March, 2019 to review the performance of non- Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had accessed the quality, quantity and timeliness of flow of information between the Company management and the Board. 13. Annual General Meetings and Extraordinary General Meeting The details of the Annual General Meetings / Extraordinary General Meeting held in the last three years are as follows: Annual General Meetings of the Company:

Venue Financial Year Date & Time Time

Hotel, The Splendour Park, No.107, Old Madras Road, Opp Old Adarsh Theatre, Halasuru, Bengaluru – 560008, Karnataka

2015-16 30th September, 2016

11:00 a.m.

Hotel, The Splendour Park, No.107, Old Madras Road, Opp Old Adarsh Theatre, Halasuru, Bengaluru – 560008, Karnataka

2016-17 20th September, 2017

11:30 a.m.

Hotel, OYO Townhouse 014, Plot No.8, Ashley, Park Road, MG Road, Shivaji Nagar, Bengaluru – 560001, Karnataka

2017-18 07th September, 2018

11.30 a.m

The details of special resolutions passed in AGM/EGM in the last 3 years are as follows:

AGM/EGM/Postal Ballot meetings

Subject

30TH September, 2016 Adoption of new set of Articles of Association of the Company

20th September, 2017 Revision in Remuneration of Managing Director

07th September, 2018

Revision in Remuneration of Managing Director

04th November, 2018 1. Increase in Authorised Share Capital of the Company and consequent alteration of Memorandum of Association 2. Approval for the issue of bonus shares 3. Migration of listing of shares from SME Platform of BSE to the Main Board of BSE. 4. Adoption of new set of Memorandum Of Association of the Company containing regulation in conformity with the Companies Act, 2013 5. Alteration of the object clause of the Memorandum of Association of the Company 6. Change in name of the company from "OFS TECHNOLOGIES LIMITED" to "OFS BIO TECHNOLOGIES LIMITED or ACTIZONE BIO SOFT TECHNOLOGY LIMITED"

04th January, 2019 Alteration of the object clause of the Memorandum of Association of the Company


51

Following resolutions were passed at the Annual General Meeting held for FY 2017-18:

Items Type of Resolution

Adoption of financial Statements Ordinary Resolution

Re-appointment of M/s. Elangovan and Co., Chartered Accountants, Chennai

Ordinary Resolution

Revision in Remuneration of Managing Director Special Resolution

14. Risk Management Periodic assessments are made to identify the risk areas and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company also looks into the following: • Provide an overview of the principles of risk management • Explain approach adopted by the Company for risk management • Define the organizational structure for effective risk management

• Develop a “risk” culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

• Identify, assess and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company’s human, physical and financial assets.

15. Code of conduct for the board of directors and the senior management The standards for business conduct provide that the directors and the senior management will uphold ethical values and legal standards as the Company pursues its objectives, and that honesty and personal integrity will not be compromised under any circumstances. A copy of the said code of conduct is available on the website www.acewinagriteck.com. The Board members and senior management personnel have affirmed compliance with the code of conduct for the Financial Year 2018-2019.

16. Certificate from Practicing Company Secretary: The Company has received a certificate from the Secretarial Auditor of the Company stating that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this report as Annexure.

17. Fees paid to Statutory Auditor on a consolidated basis: During the year, the Company has paid Rs 1.85 lakhs to the statutory Auditors for all services received by the listed entity on a consolidated basis.

18. List of Credit Rating: Not applicable to the Company



52

GENERAL SHAREHOLDER INFORMATION

a) Annual General Meeting

Date and time: 13th September, 2019 at 11.00 a.m.

Venue : Hotel, OYO TOWNHOUSE 014, Plot No.8, Ashley, Park Road, MG Road, Shivaji Nagar, Bengaluru – 560001, Karnataka Landmark: Next to Hotel AJANTHA

Book Closure Date : 11th September, 2019 to 13th September, 2019 (both days inclusive)

Financial Year :

1st April, 2018 to 31st March, 2019

b) Financial year: 1st April to 31st March

Financial Calendar 2019 -2020 (tentative)

c) The Company submits half yearly results to the stock exchanges as per financial calendar.

d) Particulars of Dividend for the year ended 31.03.2019 – NIL

e) Listing of Shares

Name of the Stock Exchange Stock Code

BSE Limited (SME Platform) ISIN allotted by Depositories (Company ID Number)

539570 INE742R01013

Note: Annual Listing fees for the year 2019-20 were duly paid to the BSE Limited.


53

e) Stock Market Data

Month

The Bombay Stock Exchange Limited

Month’s High Price in Rs.

Month’s Low Price in Rs.

Volume (No of shares traded)

Apr-18 20 14.7 66000

May-18 25 20 216000

Jun-18 18.6 15 36000

Jul-18 14.1 14 12000

Aug-18 14.6 11.85 204000

Sep-18 24 14.7 234000

Oct-18 18.2 16 18000

Nov-18 21.5 16.3 132000

Dec-18 10.7 10.2 28800

Jan-19 14.25 9.3 345600

Feb-19 9.63 7.5 96000

Mar-19 8.67 6.45 288000

SHARE PRICE MOVEMENT - BSE

20

25

18.6

14.1 14.6

24

18.2 21.5

10.7 14.25

9.63 8.67

14.7

20

15

14 11.85

14.7

16 16.3

10.2 9.3

7.5 6.45

Ap

r-1

8

May

-18

Jun

-18

Jul-

18

Au

g-1

8

Sep

-18

Oct

-18

No

v-1

8

De

c-1

8

Jan

-19

Feb

-19

Mar

-19

Low Price

High Price


54

f) Shareholding Pattern as on 31st March 2019

Particulars

Number of Share holders

Shares held in Physical form

Shares held in dematerialised form

Total Number of shares held

% of capital

Promoter and Promoter Group a. Bodies Corporate

b. Directors & their relatives

Public Shareholding I. Institutions a. Mutual Funds/UTI

b. Financial Institutions/Banks

c. Insurance Companies

d. Foreign Institutional Investors

II. Non Institutions a. Bodies Corporate

b. Individuals

c. Non Resident Indians

d. Market Maker

e. Clearing Member

- 2 - - - - 4 181 2 1 4

- - - - - - - - - - -

- 71,10,360 - - - - - 76,800

30,08,773 19,200 9,600 38,467

- 71,10,360 - - - - 76,800

30,08,773 19,200 9,600 38,467

- 69.28 - - - - 0.75 29.32 0.19 0.09 0.37

Total 194 - 1,02,63,200 1,02,63,200 100.00

g) Distribution of Shareholding as on 31st March 2019

(i) Distribution of Shareholding as on 31st March 2019

Number of Equity Shares held

Number of Share holders

Number of Shares % of Capital

Upto 500 5 710 0

501-1000 - - -

1001-2000 - - -

2001-3000 - - -

3001-4000 - - -

4001-5000 - - -

5001-10000 149 14,30,330 13.9

10001 and above 40 88,32,160 86.1

Total 194 1,02,63,200 100.00


55

ii) Shareholders’ Category as on 31st March 2019

S.No Category Number of shareholders

Percentage on Share holders %

Number of shares Percentage on Share Capital %

1 Resident Individuals

183 94.32 1,01,19,133 98.59

2 Bodies Corporate

4 2.06 76,800 0.74

3 Clearing Member

4 2.06 38,467 0.37

4 NRI 2 1.03 19,200 0.18

5 Market maker 1 0.51 9,600 0.09

(iii) List of Top 10 Shareholders as on 31st March 2019

S.No Name of Shareholder No of shares held as on 31.03.2016

% of holding

1 S JESUDASS PREMKUMAR 6888160 67.12

2 NIRMALACHINNA RANI 425800 4.15

3 JOSEPHINE 222200 2.17

4 MEENA S 124800 1.22

5 ROSY ANTOO 67200 0.65

6 DHEERAJ KUMAR LOHIA 57600 0.56

7 K.K.ANTOO 57600 0.56

8 PRITTY DEVI SARAWAGI 57600 0.56

9 ADITYA CHUGH 48000 0.47

10 AMIT CHANDER 48000 0.47

(iv) Dematerialization of shares

Category No. of Shares Percentage %

Physical - -

NSDL 16,54,920 16.12

CDSL 86,08,280 83.88

Total 1,02,63,200 100.00


56

h) Registrar and Share Transfer Agents BIGSHARE SERVICES PRIVATE LIMITED REGISTERED OFFICE

1ST FLOOR, BHARAT TIN WORKS BUILDING, OPP. VASANT OASIS, MAKWANA ROAD, MAROL, ANDERI EAST, MUMBAI – 400059, MAHARASHTRA Big Share Services Private Limited are the Registrars for the demat segment and also the share transfer agents of the company, to whom communications regarding share transfer and dematerialization requests must be addressed. All matters connected with share transfer, transmission, dividend payment is handled by the share transfer agent. Share transfers are processed within 15 days of lodgement. A Practicing Company Secretary certifies on a half yearly basis timely dematerialization of shares of the company.

i) Information in respect of unclaimed dividends due for remittance into Investor Education and Protection Fund (IEPF) is given below:

Dividends that remain unclaimed for a period of seven years from the date of declaration are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. There was no unclaimed dividend as on 31st March, 2019. Shareholders holding shares in electronic form are requested to deal only with their Depository Participant in respect of change of address, nomination facility and furnishing bank account number, etc.

j) Request to Investors Shareholders are requested to follow the general safeguards/procedures as detailed hereunder in order to avoid risks while dealing in the securities of the Company.

Shareholders are requested to convert their physical holding to demat/electronic form through any of the DPs to avoid any possibility of loss, mutilation etc., of physical share certificates and also to ensure safe and speedy transaction in securities.

Shareholders holding shares in physical form, should communicate the change of address, if any, directly to the Registrars and Share Transfer Agent of the Company.

It has become mandatory for transferees to furnish a copy of Permanent Account Number for registration of transfer of shares held in physical mode.

Shareholders holding shares in physical form who have not availed nomination facility and would like to do so are requested to avail the same, by submitting the nomination in Form No. SH-13. The form will be made available on request. Those holding shares in electronic form are advised to contact their DPs.


57

As required by SEBI, it is advised that the shareholders furnish details of their bank account number and name and address of their bank for incorporating the same in the dividend warrants. This would avoid wrong credits being obtained by unauthorized persons.

k) Reconciliation of Share Capital Audit A quarterly audit was conducted by a Practicing Company Secretary, reconciling the issued and listed capital of the Company with the aggregate of the number of shares held by investors in physical form and in the depositories and the said certificates were submitted to the stock exchanges within the prescribed time limit. As on 31st March 2019 there was no difference between the issued and listed capital and the aggregate of shares held by investors in both physical form and in electronic form with the depositories. 1,02,63,200 Equity shares representing 100% of the paid up equity capital have been dematerialized as on 31st March 2019. l) Corporate Office & Development Center Unit # 1, 4th Floor, Pinnacle Building, Ascendas International Tech Park, CSIR Road, Taramani Chennai – 600113 Tamilnadu m) Address for Correspondence

To contact Registrars & Share Transfer Agents for matters relating to shares

Big share Services Private Limited 1ST FLOOR, BHARAT TIN WORKS BUILDING, OPP. VASANT OASIS, MAKWANA ROAD, MAROL, ANDERI EAST, MUMBAI – 400059, MAHARASHTRA Tel : 91-22-40430200; Fax : 91-22-28475207 E-mail : [email protected] www.bigshareonline.com

For any other general matters or in case of any difficulties / grievance

Ms. Dharani Company Secretary Tel : 044 4324 3200 E-mail : [email protected]


http://www.bigshareonline.com/



58

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (Pursuant to Regulation 34 of SEBI (LODR) Regulations, 2015)

1. BUSINESS OVERVIEW

Acewin Agriteck Limited (formerly known as OFS Technologies Ltd) is a software development and information technology outsourcing company, that’s further enriched and maintained it’s core expertise over the last financial year. We’ve helped our customers by designing, building, testing and maintaining commercial products and digital solutions for them. At the core of our business, we’ve managed to transition as a business partner to these clients acting as an extended software engineering division and setting up digital innovation centres that create software using multidisciplinary and multidimensional skills. Venture into Shrimp Industry As a maturing organization we have carefully considered a multitude of business streams with potential growth opportunities in the near future and long term. A self-analysis and an educated assessment of the risks involved with the software business has resulted in our interest and investment in the food industry like Aqua culture business trading in the third quarter of 2018-19. This experimental diversion has now resulted in an additional stream of revenue and increased our ROI in several of our operational areas. The decision to get involved in the Aqua culture trading has the backing of our experience in this industry from earlier and also the domain expertise provided by our Management’s business level connections in this area. It is with this strength that we intend to use our core technology based expertise to analyse and decode the functioning of the industry, thereby providing us with the necessary data to build and customize marketable products to manage end-to-end process originating from a farm to the produce reaching the dining table. The loss of business had resulted due an acquisition of one of our customers. This acquisition had resulted in the new entity having different directions for outsourcing and we ended up parting ways. However as a stroke of luck, the diversification from earlier in the year had turned out to be the saviour and resulted in additional revenues that balanced our total revenue for the year. Overall, we’ve had a good year and our revenues have doubled since the last year. We believe this amalgamation of the technology world with historically non-technology based industry will usher us into a new era of further expansion and profitability.

2. INDUSTRY IT Industry: India's IT industry contributed around 7.9% to the country's GDP. The industry added around 1,05,000 jobs in FY18 and is expected to add over 100,000 jobs in FY19. IT industry is fueling the growth of startups in India, with the presence of more than 5,200 startups in India. The IT sector in India expanded at a CAGR of 10.71% to US$ 167 billion in FY18 from US$ 74 billion in FY10. It is estimated that the size of the industry will grow to US$ 350 billion by 2025. Indian IT companies had a decent year in terms of financial performance, driven by factors like such as digitisation, and non-linear growth models. Indian IT firms continue to move up the value chain by providing more end-to-end solutions and engaging more closely with clients. The drive towards digital technologies, internal cost optimisation to improve profitability continued in FY18.


59

India's IT industry can be divided into six main components, viz. Software Products, IT services, Engineering and R&D services, ITES/BPO (IT-enabled services/Business Process Outsourcing), Hardware, and e-commerce. The Indian IT sector will benefit significantly from the government's schemes like Digital India, Make in India, and Start Up India. The Indian software sector's value proposition is unmatched in the world. Entry level wages remain 8x-10x lower than in developed nations. India is the leading sourcing destination across the world, accounting for approximately 55% market share of the US$ 185-190 billion global services sourcing business in 2017-18. India acquired a share of around 38% in the overall Business Process Management (BPM) sourcing market. Increasing competition, pressure on billing rates of traditional services and increasing commoditization of lower-end services are among the key reasons forcing the Indian software industry to make a fast move up in the software value chain. The new digital technologies like social media, mobility, analytics, and cloud computing (SMAC) has permanently changed the way Indian IT firms do business. India's highly qualified talent pool of technical graduates is one of the largest in the world, facilitating its emergence as a preferred destination for outsourcing, computer science/information technology accounts for the biggest chunk of India' fresh engineering talent pool, with more than 98% of the colleges offering this stream. Shrimp Industry: The Indian shrimp market reached a volume of 0.67 Million Tons in 2018. Shrimp refers to an invertebrate marine animal with an elongated body which is often used as a food product. It is regarded as nutritious since it contains proteins, selenium, antioxidants, phosphorus, magnesium, copper, iron and vitamin B12. Some of the health benefits associated with shrimp consumption include weight loss, fighting aging, improving bone health, decreasing menstrual pain and preventing cardiovascular diseases. In India, fisheries represent a significant economic activity and offer vast growth opportunities. This is due to the country’s varied resources and potentials. Indian Shrimp Market Easy availability of shrimp and their high nutritional content represent the major growth-inducing factors. They form an important part of various cuisines being one of the most traded seafood species. With the rise in demand for disease-free and healthy shrimps, India has become one of the largest shrimp exporters to the US and the European Union. One of the key trends witnessed in the Indian market is the expansion of the food industry owing to the rising demand for ready-to-eat food products. This is supported by forces such as rapid urbanization, changing lifestyles, hectic work schedules and increasing working women population. As a result, the shrimp market in India is witnessing a healthy growth. In addition to this, a rising demand for shrimp worldwide has positively influenced shrimp imports from India. Moreover, increasing health consciousness amongst consumers, escalating disposable incomes and improving standards of living remain some of the other major factors which are further augmenting the demand for shrimps. Looking forward, ACEWIN AGRITECK expects the market to reach a volume of 1.13 Million Tons by 2024, exhibiting a Compound annual growth rate (CAGR) of around 9% during 2019-2024.

3. ACEWIN SERVICE OFFERINGS Acewin is pioneer in offering leading IT solutions, such as


60

Figure 1: OFS Service Offerings

i. Outsourced Commercial Product Development

We develop commercial-grade software for Healthcare, Media, Data Integration and Telecom clients creating software with single code-base i.e., • Scalable – to handle both small and large clients. • Configurable – to handle different customer operating scenarios. • Compelling –UI must attract buyer’s eye and have features that differentiate client’s products from

competition • ‘Multi’- enabled:

- Multi-country - to handle different currencies and date formats - Multi-lingual – to present the UI in different languages, including the ideographic ones, such as

Chinese and Japanese that use double-byte representation and storage - Multi-platform – to be able to run on Unix, Windows, Apple and Android deployment

environments - Multi-tenancy – to support multiple customers on a single instance of software for SaaS and other

hosted environments while keeping customer data separate.

ii. Mobile and Responsive Application Development

We develop highly innovative, interactive, and easy-to-use enterprise mobile applications. We have acquired both experience and reputation developing native apps on iPhone, Android and Windows platforms. We also create robust mobile applications that efficiently run on all popular platforms and giving multi-platform native user experience employing a single code base.

iii. Digitalization Companies around the globe are focusing to differentiate themselves through the quality of experience they offer to their customers. OFS Technologies offers a structured approach to digital transformation helping businesses respond swiftly and effectively to digital disruption. Our consulting and implementation partnership helps companies put digital to work, streamline processes, re-engineer operations and develop new capabilities, thus ensuring digital adoption at all levels.


61

iv. DevOps Implementation

With 'Agile' becoming the preferred application development methodology worldwide, it is vital to have swift and frequent deployments for an early business value understanding. With our DevOps consulting and implementation, we help companies align their Development and Operations achieving higher efficiency, faster time to market and better quality of software built with early identification of emerging issues.

v. Independent Testing We help clients to take control of the testing process. All features, both new and existing, can be thoroughly tested. It helps to make sure that the test cases cover virtually 100% of user cases and can even help build a complete library of unit test cases that the client’s developers can extend as they change the code. Having a large percentage of the code covered by the test cases can shrink the client’s software release cycle as much as 35% in turn reducing the end-of-cycle testing period due to the higher quality of code that is turned over for QA. We have experienced Quality Assurance professionals that provide different types of testing. We build test plans, test cases, and test scripts to thoroughly examine the software and make sure it meets requirements and design goals. In addition, platform certification is provided to ensure that the current software works with latest upgrades to Windows, Oracle, SQL server, Hardware Devices, Mobile Phones, and other platforms.

vi. Cloud Engineering We offer strategic and development services as well as DevOps and testing in all leading cloud platforms to drive companies forward on their digital transformation journeys. • Architecture Assessment, Adoption Strategy:

- Help enterprises assess their cloud maturity. - Create roadmap and advice on the right strategy

• Migration Approach and Transition: - Help determine the best cloud migration approach - Recommend and implement cloud migration with minimal business impact/ smooth transition

• Implementation Services: - Seamless cloud adoption with scalability and adhere to security and regulatory compliances

• DevOps & Release Management: - To enable flexible services to rapidly and reliably build and deliver products on cloud using DevOps

practices • Testing:

- Cloud-based Software testing to test multiple environments and devices in short span of time to ensure scalability and timely delivery

4. RESEARCH & DEVELOPMENT

The successful establishment of Centralized Technology Innovation team in the previous financial years is our key differentiating factor to compete over the year. This team helps in delivering, innovation and flexible solution throughout the software life cycle. In addition, we create an innovation culture in R&D, reengineering and digitalization; with the below process to sustain our differentiation.


62

i. Technology Enrichment – Emerging stack

Figure 2: Technology Enrichment ii. Resource Enrichment – Emerging stack and client specific technical stack

Figure 3: Resource Enrichment

5. BUSINESS STRATEGY: i. Services Strategy - Outsourced Product Development & Extended Engineering

In the software services outsourcing business, we help our customers by designing, building, testing and maintaining commercial products and digital solutions. Also, positioning as an extended software engineering development partner providing digital innovation center to create software possess with the multidisciplinary and multidimensional skills.


63

ii. University Approach We are focused on creating a university approach; providing a skilled ODC team of engineers with the client specific knowledge retention and continuous upskilling, along with the best practices to o Assess & identify right resources well ahead of business needs & align their thoughts with Client’s

mission o Define and govern knowledge retention process and practices o Facilitate continuous improvement through the outcome of lessons learned and metrics to further

increase productivity

iii. Product Strategy – Food Processing ERP

Our ERP product development vertical is focused on addressing the specific needs of the supply chain and manufacturing industries. As part of the product enhancement, we released a new version with data analytics to provide comprehensive dashboard for planning and strategic decision-making. Our Food Processing ERP solution covers the entire spectrum of enterprise functions through Manufacturing, Supply Chain, Inventory, Customer Relationship, Asset Management, Project Management, Financial Planning and Optimization. Quality monitoring is the backbone through forward and backward tracing addressing the challenges of the dynamical shifts in manufacturing process without any hindrance. A diluted component based analytical reporting system is available in the system to help make right inventory and manufacturing decisions.

6. SUPPORT DOMAINS – HEALTHCARE, MEDIA, INSURANCE AND DATA INTEGRATION

Below is a description of our services offered for Healthcare, Media, Data Integration and Telecom industries: i. Healthcare:

The current healthcare market is filled with lots of regional software vendors. The race is on to enhance product offerings and consolidate these key features for use by large and small hospitals. Below is a simple matrix of the Company’s comprehensive healthcare offerings to stay competitive in the market:

Figure 4: OFS Healthcare Offerings


64

ii. Media & Publishing:

The media industry is undergoing a paradigm shift. There is an increasing consumption of digital content and consumers demand for integrated and immersive experience across channels. Media and entertainment companies need to explore innovative and efficient means of differentiation to survive in the competition. As a specialized IT solutions provider, we focus on delivering cutting-edge solutions that help companies create, manage, distribute, and monetize content efficiently with the below list of digital transformation solutions for media companies: o Content management solutions that enhance engagement over multiple channels o Digital detailing and Digital content distribution o Media planning and Management o Providing solutions that provide personalized content; increasing loyalty o Innovative mobile apps that help engagement with content o Multi-platform analytics using BI/Big Data solutions to help gain insights into customers preference o Leveraging Social-Media to help improve reach and engagement o Social analytics to measure interactions with the brand o Increase revenue through innovative advertising solutions in the areas of media planning, campaign

targeting optimization and brand engagement iii. Data Integration

As business grows and IT environment becomes increasingly complex, data integration becomes a greater challenge. Rapidly growing data volumes and increasingly diverse data sources make data integration difficult, while mergers and acquisitions create new and continual data integration headaches. Yet the task of data integration is critical to business success as customers, employees, partners, vendors and suppliers are all relying on data to be continuously available and data quality to be rigidly high. We help developing and enhancing data integration solutions that can integrate data easily and confidently to provide everyone with information they can count on. Broadly, focusing on enabling the client to o Make trusted data available to everyone through a variety of access points. o Improve operational efficiency, regulatory compliance and risk management by eliminating data

redundancies and errors. o Improve decision-making and forecasting by improving data quality and simplifying data integration. o Increase confidence in your data with a comprehensive governance framework that supports the

entire MDM life cycle for managing any kind of shareable enterprise data. Currently providing following three services to one of our clients o Application Support and Maintenance o Application Modernization Services (enhancing Customer Experience, digitalization etc.) o Cloud Infrastructure Platform Development


65

7. OPPORTUNITIES & THREAT

i. Opportunities: IT: Emerging Stack – To withstand in the competitive market, our existing and prospect clients are looking for trusted partner to evaluate and experiment the emerging stack like Data Analytics, Block chain etc. We are taking this opportunity to approach our prospects to perform technology adoption assessment, POC & MVP implementation for strategic decision-making.

Market expansion – We are receiving opportunities to expand our business in local market. It would help us to diversify our services offered in this region increasing our expertise in other domains; ultimately becoming our case study to gain further opportunities in our primary region (US). Shrimp: To accommodate the growth of the shrimp industry, both in terms of developing new regions and making existing production sites more intensive, support from the entire aquaculture value chain is needed. We have heard that here were bottlenecks with feed a few years ago, but currently this seems to be less of an issue. We have also heard of issues surrounding a lack of quality juveniles. Another recent development has been the industry’s decision to increasingly focus on exporting more processed products, creating more value locally and increasing its competitiveness. Lastly, what is needed – not just in India but across the entire Asian shrimp industry – is a degree of consolidation to create larger, more geographically diverse, shrimp producers. Geographical diversification is difficult in shrimp due to the different business models deployed in the key regions and the large cultural differences between them. But it can help mitigate the volatility – not just in terms of diseases, which can change a region’s competitiveness, but also in trade legislation, and other unforeseen difficulties, such as the widespread practice of slavery in the Thai fishmeal fleet.

ii. Threat: IT:

Government norms – Due to the stringent government norms, outsourcing companies are facing challenges in VISA approvals delaying resource allocation. Mergers & Acquisition – In most cases due to the mergers and acquisitions, which we are working may lead us to step out from the account. Over the year, the trust and energy spent in the account becomes vain. Near shore – Due to increase of English language skills in the other developing countries, it has become very competitive for us with their time zone, VISA norms and costs. Shrimp: We have two main concerns when it comes to growth of the sector in India. The first depends on how well the industry deals with disease issues as the sector becomes more mature and a greater density of shrimp farms develops.


66

The second relates to whether the industry can deal with a potential downturn in price. Inevitably, as with all agro-commodities, the shrimp sector will experience a price decline at some point in the future. This could be due to a rising supply somewhere else in the world – perhaps from Thailand, China, Indonesia, Brazil or even a new producer such as Australia. When this occurs some farmers globally will not be competitive and be forced to reduce their shrimp production, therefore balancing the market. Our expectations are that the Indian shrimp industry would remain competitive and profitable even in a downturn, but we do not have accurate cost data to analyse. Also, given the changing disease and technology landscape it would be very difficult to predict how cost competitiveness develops in the future.

iii. Segment:

Software Development: Acewin Agriteck is basically a software development and information technology outsourcing company, that’s further enriched and maintained it’s core expertise over the last financial year. We’ve helped our customers by designing, building, testing and maintaining commercial products and digital solutions for them. At the core of our business, we’ve managed to transition as a business partner to these clients acting as an extended software engineering division and setting up digital innovation centres that create software using multidisciplinary and multidimensional. Hatchery Development: During the year under review, the Company diversified it activities to Aquaculture-Prawn seed sales and more than fifty percent of the total revenue in the preceding one year period has been accounted for the new activity Aquaculture-Prawn seed sales. As a favorable outcome of Hatchery business your Company recorded total revenue of Rs.19.90 Crores revenue in fy 2018-19 compared to Rs. 9.93 crores in the previous FY 2017-18.

iv. Outlook:

This is being the first year of operation in Hatchery trading, your Company will consistently focus on providing good quality with full traceability Prawn seeds to our Customers by using Modern technologies and innovative ideas in Prawn Hatchery operations. The Company proposed to take out an existing modern hatchery to operate on lease basis under Asset Light Model. In order to augment production with minimal capital cost, Hatchery segment is expected to generate Rs.30 Crores additional revenue resulting in additional net profit of Rs.6 Crore.

8. FINANCE & HUMAN RESOURCE

i. Finance

The Total Income for the year ended March 31, 2019 was Rs. 22.02 crores as against Rs. 10.01 crores during the previous year ended March 31, 2018. Profit before Tax was Rs. 1.72 crores as against Rs. 1.74 crores in the previous year. Profit after Tax was Rs. 1.04 crores as against Rs. 1.19 crores in the previous year. During the financial year ended March 31, 2018, the Board of Directors has not recommended any Final Dividend. The Reserves and Surplus of the Company as on March 31, 2019 stood at Rs. 5.20 crores as against Rs. 7.25 crores as on March 31, 2018.


67

ii. Human Resources

At Acewin Agriteck, human resource is a key asset capital and an important business driver for the Company’s sustained growth and profitability. Hence, we at Acewin Agriteck believe that training, like all organizational development processes cannot be a function of time, but rather an ongoing process with the developmental needs and business planning processes being formalized constantly. A continuous review of the monitoring process is underway and procedures and systems are being institutionalized across the organization.

9. FINANCIAL REVIEW & RISK MANAGEMENT (INCLUDING INTERNAL CONTROL)

Separate report on this is annexed.


68

FINANCIAL REVIEW 2018-19 (Pursuant to Regulation 34 of SEBI (LODR) Regulations, 2015)

1. EARNINGS

Total Income The Total Income for the year ended March 31, 2019 was up by 120% at Rs. 22.02 crores as against Rs. 10.01 crores during the previous year ended March 31, 2018. The sustained growth and consistent higher margins are reflective of the Company’s high caliber in both the segments and particularly in the hatchery trading segment. Profit before tax (PBT), Profit after tax (PAT) and Total comprehensive income Profit Before Tax was marginally down by 1.19% at Rs. 1.72 crores as against Rs. 1.74 crores in the previous year. However, Profit After Tax was up by 17.44 % at Rs. 1.41 crores as against Rs. 1.19 crores in the previous year.

2. FINANCIAL POSITION Shareholder’s Funds Shareholders’ Funds as on March 31, 2019 was Rs. 15.46 crores (previous year Rs. 13.67 crores). Loan funds The secured and unsecured borrowings of the company, as on March 31, 2019 was Rs. 2.50 Crores (previous year Rs. 0.94 crores). Assets Net block of property, plant & equipment were at Rs. 4.34 crores, the addition to property, plant & equipment for the year was Rs. 2.57 crores. The balance of investments in EDI Projects Rs. 3.00 Crores was written off on completion as no further revenue is expected to arise from this project. The capital expenditure was funded through internal accruals.

3. RATIOS

Earnings per share The Basic Earnings per share of face value of Rs. 10.00 each for the year ended March 31, 2019 is Rs. 1.37 (previous year Rs. 1.87).

4. RISK ANALYSIS AND MANAGEMENT

Risk is an inherent feature of any business activity, more so when the dependence is on the consistency on the deliverables of the Company and linked to the sustained support from the customers from the public at large. Like every organization, Acewin Agriteck Limited (“Acewin”) business is also impacted by a number of factors. Given below is an overview of some of the major risks affecting any business and Acewin’s position vis-à-vis these risks.


69

PRINCIPAL RISKS AND THEIR MITIGATION

a) STRATEGIC RISK

Software development is activity that uses a variety of technological advancements and requires high levels of knowledge. Because of these and other factors, every software development project contains elements of uncertainty. This is known as project risk. The success of a software development project depends quite heavily on the amount of risk that corresponds to each project activity. Shrimp farming is considered a “risky business” and often compared to gambling for farmers. It is associated with a diverse range of risks and uncertainties, including volatile markets, climate variability, and production risks. Aquaculture research has paid little attention to the influence played by the evaluation and selection of different farming practices, risk perceptions associated with shrimp farming, and the farmers' confidence in their own ability to mitigate risk. The risks in small-scale shrimp farming derived from 8 factors: input and pond preparation; finance and credit access; production; personal aspects; harvesting and marketing; weather and environment; policy and institutional aspects; and business environment. Risk Mitigation Acewin has a mechanism to identify risks and their triggers, Classify and prioritize all risks, Craft a plan that links each risk to mitigation, Monitor for risk triggers during the project, Implement the mitigating action if any risk materializes Communicate risk status throughout project. In order to mitigate the effects of unpredictability farmers may decide on a particular stocking density and adopt different risk management strategies. The shrimp farmers’ perception of risk could significantly influence their risk management behavior. Furthermore, nine factors were identified for risk management strategies, including disease prevention; education and technology improvement; production inputs; farm management; government support; risk sharing and insurance; financial aspects; household adjustment; and alternative income sources.

b) OPERATIONAL RISK

New, unproven technologies: Ever-changing tools, techniques, protocols, standards, and development systems increase the probability that technology risks will arise in virtually any substantial software engineering effort. User and functional requirements: Software requirements capture all user needs with respect to the software system features, functions, and quality of service. Too often, the process of requirements definition is lengthy, tedious, and complex. Moreover, requirements usually change with discovery, prototyping, and integration activities. Change in elemental requirements will likely propagate throughout the entire project, and modifications to user requirements might not translate to functional requirements. These disruptions often lead to one or more critical failures of a poorly-planned software development project.


70

Application and system architecture: Taking the wrong direction with a platform, component, or architecture can have disastrous consequences. As with the technological risks, it is vital that the team includes experts who understand the architecture and have the capability to make sound design choices. Organizational:

Organizational problems may have adverse effects on project outcomes. Project management must plan for efficient execution of the project, and find a balance between the needs of the development team and the expectations of the customers. Of course, adequate staffing includes choosing team members with skill sets that are a good match with the project. Risk Mitigation

Risk management is an extensive discipline, we in Acewin strategies and have an in place risk management system to mitigate the risk. Software risk monitoring is integral with all our project activities. Essentially, this means frequent checking during project meetings and critical events. Always we have a forward-thinking about risk management. We use checklists, and compare with similar previous projects and Prioritize risks, ranking each according to the severity of exposure. We have a system to vigorously watch for surfacing risks by meeting with key stakeholders—especially with the marketing team and the customer. We strongly encourage stakeholders to think proactively and communicate about risks throughout the entire project.

c) FINANCIAL RISK

In aquaculture, financial risk refers to the potential loss associated with an aquaculture Investment. Risk is defined as uncertain consequences, usually unfavorable outcomes, due to imperfect knowledge. Risk can be lowered by reducing or removing hazards, i.e. sources of risk. Hazards are tangible threats that can contribute to risk but do not necessarily produce risk. Agriculture and aquaculture are inherently risky financial endeavors. In aquaculture, the hazards can be broadly classified as production threats or market (or economic) threats. We at Acewin are concerned most with production yield and market price variability. Financial risk represents the likelihood of a hazardous event occurring and the potential financial loss that could result. The presence of hazards affecting production and market conditions (e.g. price, demand) can bring about financial loss. Risk Mitigation Preliminary information gathering helps to scope and structure a risk problem and lays the foundation for communicating risk. Acewin consults a variety of resources to identify the hazards that contribute to financial risk. Stakeholders whose investments are at risk provide significant insight when identifying hazards. These stakeholders include the lenders who provide the financial support to farmers, farm owners, government agencies, consumers and members of related/affected industries.

d) LEVERAGE RISK

A high debt component could result in an excessive interest drain. Risk Mitigation


71

The company has a balance debt equity structure.

e) RECEIVABLE RISK Delays in collection of accounts receivable could affect the Company’s cash flow, with poor follow up potentially leading to delinquency and write offs. Risk Mitigation The company constantly monitors its debt collection and ensures that the debtors are periodically reviewed and dues maintained at levels that do not affect its cash flow.

f) LEGAL AND STATUTORY RISKS

Risk on contractual liabilities

The risk arising out of contracts that impose onerous responsibilities.

Risk Mitigation The Company constantly reviews all agreements, documents and contracts to ensure compliance with the accepted business procedures.

g) COMPLIANCE FAILURE RISK

The risk arising out of non-compliance with statutory requirements. Risk mitigation At Acewin statutory compliance has been ensured through an internal process and legal compliance is given due importance in the Company’s management process. The Company is proposing an independent audit and review across all the operational areas to reassess the existing processes.

5. INTERNAL CONTROL

Weak internal control can jeopardize the Company’s financial position. Risk mitigation The Company has in place systems and processes, commensurate with its size and nature of business so as to ensure adequate internal control while ensuring smooth conduct of operations and compliance with statutory requirements under all applicable legislations. Independent internal audit is carried out to ensure adequacy of internal control system and adherence to policies and practices. The Audit Committee reviews the functioning of the internal audit function.


72

6. CAUTIONARY STATEMENT

Statements in this Management Discussion & Analysis describing the company’s objective, projections, estimates and expectations may constitute "Forward looking statement" within the meaning of applicable laws & regulations. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements.

On behalf of the Board Place: Chennai Date: August 20, 2019

Sd/-

Jesudas Premkumar Managing Director

DIN: 7008031


73

Confirmation from Independent Director

I, Karthikeyan, Non-Executive Independent Director of Acewin Agriteck Limited, hereby confirm that I have resigned

from the board of the Company with effect from 14th March, 2019 due to personal reasons. Also I hereby confirm that there are no other material reasons other than those provided.

Date: 14th March, 2019 Karthikeyan Place: Chennai DIN: 06877712


74

Declaration Regarding Compliance by Members of the Board with the Code of Conduct

I, Jesudas Premkumar, Managing Director of Acewin Agriteck Limited, hereby confirm that to the best of my knowledge and information, all the Board Members and Senior Management Personnel have affirmed compliance with the code of conduct for the Financial Year 2018-2019. Date: 15th May, 2019 Jesudas Premkumar Place: Chennai Managing Director DIN: 07008031


75

CERTIFICATION BY THE MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER TO THE BOARD To, The Members, Acewin Agriteck Limited We, Jesudas Premkumar, Managing Director and M. Ezhumalai, Chief Financial Officer of Acewin Agriteck Limited, certify that: 1. We have reviewed the financial statements and the cash flow statement for the year and that to the best of our knowledge and belief: a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; b) These statements together present a true and fair view of the state of affairs of the Company and are in compliance with existing accounting standards, applicable laws and regulations. 2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct. 3. We accept overall responsibility for establishing and maintaining internal controls for financial reporting. This is monitored by the internal audit function, which encompasses the examination and evaluation of the adequacy and effectiveness, of internal control. The internal auditor works with all levels of management and statutory auditors and reports significant issues to the audit committee of the Board. The auditors and audit committee are apprised of any corrective action taken with regard to significant deficiencies in the design or operation of internal controls. 4. We indicate to the auditors and to the audit committee: a) Significant changes in internal control over financial reporting during the year; b) Significant changes in accounting policies during the year; and that the same have been disclosed in the notes to the financial statements; and c) Instances of significant fraud of which we have become aware of and which involve management or other employees having significant role in the Company’s internal control system and financial reporting. However, during the year there was no such instance. Sd/- sd/- Date: 15th May, 2019 Jesudas Premkumar M. Ezhumalai Place: Chennai Managing Director Chief Financial Officer DIN: 07008031


76

PRACTISING CHARTERED ACCOUNTANT’S REPORT ON CORPORATE GOVERNANCE TO THE MEMBERS OF OFS TECHNOLOGIES LIMITED To, The Members Acewin Agriteck Limited We have examined the compliance of conditions of Corporate Governance by Acewin Agriteck Limited for the year ended 31st March, 2019 as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable amendments from time to time (as was applicable from effective) with the stock exchange. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedure and implementation thereof, adopted by the company for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied in general with the conditions of corporate governance as stipulated in the above mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Venkatesh & Co Chartered Accountants

FRN: 004636S

Sd/- Dasaraty V Place: Chennai Partner Date: 15th May, 2019 M.No. 026336


77

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015) To The Members, M/s Acewin Agriteck Limited (Formerly known as OFS Technologies Limited) No 510, 2nd Floor, 16th Cross 2nd Stage Indira Nagar, Bangalore – 560 038, Karnataka. We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of M/s Acewin Agriteck Limited (Formerly known as M/s OFS Technologies Limited) having CIN: L72300KA2008PLC045897 and having its registered office at No 510, 2nd Floor, 16th Cross, 2nd Stage Indira Nagar, Bangalore – 560 038, Karnataka, India (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ending on 31st March, 2019 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For LB and Co., Company Secretaries

ICSI Firm Reg No: 5363

Place: Chennai Dated: 19th August, 2019

CS Lalitha S Partner

Membership No: 4464 CP No. 2666


78

INDEPENDENT AUDITOR’S REPORT Report on the Audited Financial Statements

To the Members of Acewin Agriteck Limited (Formerly known as OFS Technologies Limited) OPINION We have audited the accompanying financial statements of Acewin Agriteck Limited (formerly known as OFS Technologies Limited) (“the Company”), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the financial statements”). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date. BASIS FOR OPINION We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS The Company’s Board of Directors is responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes 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; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of


79

accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are responsible for overseeing the Company’s financial reporting process. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or

error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures

that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for

expressing our opinion on whether the Company has adequate internal financial controls system in place and

the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on

the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may

cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the

financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based

on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions

may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,

and whether the financial statements represent the underlying transactions and events in a manner that

achieves fair presentation.


80

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 1. As required by Section 143(3) of the Act, based on our audit we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of

Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books

of account.

d. In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the

Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on March 31, 2019 taken on record

by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a

director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and

the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report

expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal

financial controls over financial reporting.


81

g. With respect to the other matters to be included the Auditor’s Report in accordance with the requirements of

section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the

remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information

and according to the explanations given to us:

i. The company does not have any pending litigations which would impact its financial position.

ii. The company did not have any long-term contracts including derivative contracts for which there were

any material foreseeable losses.

iii. No amounts were required to be transferred, to the Investor Education and Protection Fund by the

Company

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Venkatesh & Co., Chartered Accountants

F.R No 004636S

CA Dasaraty V M No 026336

Partner Place: Chennai Date: 15/05/2019


82

ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Acewin Agriteck Limited (formerly known as OFS Technologies Limited) of even date) Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Acewin Agriteck Limited (formerly known as OFS Technologies Limited) (“the Company”) as of March 31, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date. MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. AUDITOR’S RESPONSIBILITY Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgments, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company.


83

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. OPINION In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Venkatesh & Co., Chartered Accountants

F.R No 004636S




84

ANNEXURE B TO THE AUDITORS REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Acewin Agriteck Limited (formerly known as OFS Technologies Limited) of even date) i. In respect of the Company’s fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) As explained to us, all the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification. (c) As per information provided to us, there are no immovable properties held in the name of the company hence clause (c) is not applicable.

ii. In our opinion and according to information provided to us, the inventories have been physically verified during the year by the Management and no material discrepancies were not noticed during the physical verification. iii. The Company has not granted loans to the parties covered in the register maintained under section 189 of the Companies act of 2013:

(a) In the light of above we do not comment on the interest or other conditions or security of loans. (b) In the light of above we do not comment on the Payment of principal or interest.

iv. In our opinion and according to the information and explanations given to us, the Company has not made any grant of loans, making investments and providing guarantees and securities as per the provisions of Sections 185 and 186 of the Act, Hence reporting under this clause is not applicable. v. The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2019 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company. vi. The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus reporting under clause 3(vi) of the order is not applicable to the Company. vii. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income Tax, Goods and Service Tax, and other material statutory dues applicable to it with the appropriate authorities. (b) According to the records of the Company and according to the information and explanations given to us, there are no dues of Income tax and Goods and Service Tax. viii. The Company has obtained borrowings from financial institutions and banks amounting to Rs. 3.14 Crores. Based on the information and explanation given to us there is no default in repayment of dues to financial institutions and banks.

ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable to the Company.


85

x. We had not noticed any fraud by the company or any fraud on the Company by its officers or employees to be reported during the year. xi. In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act. xii. The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable to the Company. xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards. The provisions of Section 177 are complied by the company. xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures and hence reporting under clause 3 (xiv) of the Order is not applicable to the Company. xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company. xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Venkatesh & Co.,

Chartered Accountants F.R No 004636S




86

As at As at

31-03-2019 31-03-2018

I. ASSETS

Non-Current Assets

(a) Fixed Assets

(i) Tangible Assets 2.1 43,422,054 28,856,376

(b) Non - Current investments 2.2 - 30,000,000

(c) Deferred tax assets (Net) 2.3 4,331,418 2,257,750

(d) Long term loans and advances 2.4 10,626,080 23,300,564

Current Assets

(a) Trade receivables 2.5 116,522,974 13,485,250

(b) Cash and cash equivalents 2.6 5,137,279 52,362,388

(c) Short-term loans and advances 2.7 6,854,705 4,338,411

(d) Other current assets 2.8 7,131,218 6,909,999

Total 194,025,728 161,510,738

II. LIABILITIES

Shareholder's Funds

(a) Share Capital 3.1 102,632,000 64,145,000

(b) Other equity 3.2 52,008,891 72,576,142

Non-Current Liabilities

(a) Financial Liabilities

(i) Borrowings 3.3 9,549,903 6,794,628

(b) Long-term provisions 3.4 6,923,229 9,189,186

Current Liabilities

(a) Trade payables 3.5 3,600,019 2,268,553

(b) Other current liabilities 3.6 19,065,634 6,537,230

(c) Short-term provisions 3.7 246,051 -

Total 194,025,728 161,510,738

The accompanying notes form an integral part of the financial statemets ( Note No. 1 )

As per our report of even date attached

for Venkatesh & Co.,

Chartered Accountants

FR No 004636S

Director Director

CA Dasaraty V DIN: 07008031 DIN: 06896559

M No 026336

Partner

Place: Chennai

Date: 15/05/2019 Chief Financial Officer Company Secretary

For On Behalf of Board

No: 510, Second Floor, 16th Cross 2nd Stage Indira Nagar, Bengaluru - 560038


Balance Sheet As At 31st March 2019

CIN:L72300KA2008PLC045897 (Amount in Rs.)

Particulars Note No

(Formerly known as OFS Technologies Limited)


87

As at As at

31-03-2019 31-03-2018

I. Revenue From Operations 4.1 199,030,750 99,339,000

II. Other Income 4.2 21,206,371 786,725

Total Revenue (I + II) 220,237,121 100,125,725

III. EXPENSES

a) Cost of Goods Sold 91,306,000 -

b) Employee benefit expenses 5.1 35,078,445 41,076,200

c) Financial costs 5.2 5,566,315 1,192,121

d) Depreciation and amortization expenses 2.1 41,159,312 19,110,412

e) Other expenses 5.3 29,884,017 21,294,671

Total Expenses 202,994,089 82,673,404

IV. Profit / (loss) before exceptional items and tax 17,243,031 17,452,321

V. Exceptional Items - -

VI. Profit Before Tax (I + Ii + Iii) 17,243,031 17,452,321

VII. Tax Expense:

(1) Current year tax provision 5,230,274 6,560,110

(2) Deferred tax (2,073,668) (1,101,650)

VIII. Profit (Loss) for the period from continuing operations 14,086,426 11,993,861

IX. Profit (Loss) for the period from discontinued operations - -

X. Profit (Loss) for the period 14,086,426 11,993,861

XI. Other Comprehensive Income 3,833,324 -

XII. Earnings Per Equity Share

(1) Basic 1.37 1.87

(2) Diluted 0.78 1.87

The accompanying notes form an integral part of the financial statements

As per our report of even date attached



F.R No 004636S

Director

CA Dasaraty V DIN: 06896559

M No 026336

Partner

Place: Chennai

Date: 15/05/2019 Company Secretary


Statement Of Profit And Loss For The Year Ended 31st March 2019




Chief Financial Officer

DIN: 07008031


Particulars Note No

Director


88

Particulars 31-03-2019 31-03-2018

A. Cash Flow From Operating Activities

Net Profit Before Taxes 17,243,031 17,452,321

Adjustment For:

Other Comprehensive Income -

Depreciation & Amortisation 41,159,312 19,110,412

Interest Income (126,550) (151,706)

Operating Profit Before Working Capital Changes 62,109,118 36,411,027

Adjustment For Increase/ (-) Decrease In

Trade Receivables (103,037,724) 4,345,365

Loans, Advances And Other Current Assets (2,737,512) (7,803,450)

Trade Payables 1,331,466 1,772,412

Other Current Liabilities 3,159,601

Short Term Provisions 246,051 (6,718,515)

Long Term Provisions (2,265,957) 2,665,664

Cash Generated From / (Used In) Operations (31,826,155) 33,832,103

Less: Current Year Provision / Taxes Paid 5,230,274 6,560,110

Net Cash Flow From Operating Activities (A) (37,056,429) 27,271,993

B. Cash Flow From Investing Activities

Purchase For Fixed Assets (25,724,989) (16,112,879)

Interest Income 151,706

Net Cash Flow/Used In From Investing Activities (B) (25,598,439) (15,961,173)

C. Cash Flow From Financing Activities

Long Term Borrowings (Net) 2,755,276 6,794,628

Long Term Loans And Advances 12,674,484 10,673,713

Net Cash Flow From Financing Activities (C) 15,429,760 17,468,341

D. Net Increase/Decrease In Cash And Cash Equivalents (A+B+C) (47,225,108) 28,779,161

Cash And Cash Equivalents (Opening Balance) 52,362,388 23,583,226

Cash And Cash Equivalents (Closing Balance) 5,137,279 52,362,387

Components Of Cash And Cash Equivalents as on 31.03.2019

Cash On Hand 4,918 2,024

Balance With Banks 5,132,361 52,360,364


CIN:L72300KA2008PLC045897

Cash Flow Statement For The Year Ended 31st March 2019


(Formerly known as OFS Technologies limited)


89

3. Significant cash and cash equivalent balances held by the enterprise are available for use by the company.



F.R.No.004636S

Director Director

CA Dasaraty V DIN: 07008031 DIN: 06896559

M.No.026336

Partner

Place: Chennai

Date: 15/05/2019 Chief Financial Officer Company Secretary

1. The Cash flow statement has been prepared in accordance with the requirements of Indian Accounting Standards issued by the Institute of

Chartered Accountants of India.

2. Cash flows have been reported using the indirect method, whereby the net profit is adjusted for the effects of transactions of a non-cash nature

and any deferrals or accruals of past or future cash receipts or payments, segregating between cash flows.

For on Behalf of Board


90

20. NOTES FORMING PART OF THE FINANCIAL STATEMENTS A) SIGNIFICANT ACCOUNTING POLICIES 1. Basis of preparation of financial statements These financial statements are prepared in accordance with Indian Accounting Standard (Ind AS), under the

historical cost convention on the accrual basis except for certain financial instruments which are measured at fair

values, the provisions of the Companies Act, 2013 ('the Act') (to the extent notified) and guidelines issued by the

Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Act read with

Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued

thereafter.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially

adopted or are vision to an existing accounting standard requires a change in the accounting policy hitherto in

use.

2. Use of estimates The preparation of the financial statements in conformity with Ind AS requires the management to make

estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of

accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and

liabilities at the date of the financial statements and reported amounts of revenues and expenses during the

period.

3. Inventories: ( Ind AS 2 ) Inventories are valued in accordance with the method of valuation prescribed by The Institute of Chartered

Accountants of India at lower of cost or net realizable value

4. Cash Flow Statement: ( Ind AS 7 ) Cash flows are reported using the indirect method, where by profit for the period is adjusted for the effects of

transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments

and item of income or expenses associated with investing or financing cash flows. The cash flows from operating,

investing and financing activities of the Company are segregated. The company considers all highly liquid

investments that are readily convertible to known amounts of cash to be cash equivalents


91

5. Taxes on Income: ( Ind AS 12 ) Income tax expense comprises current and deferred income tax. Income tax expense is recognized in net profit in

the Statement of Profit and Loss except to the extent that it relates to items recognize directly in equity, in which

case it is recognized in other comprehensive income. Current income tax for current and prior periods is

recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax

laws that have been enacted or substantively enacted by the Balance Sheet date.

Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax

bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets are

reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax

benefit will be realized.

6. Property Plant & Equipment: (Ind AS 16 ) Property, plant and equipment are part of the fixed assets of the Company. The charge in respect of periodic

depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual

value at the end of its life under residual value method. The useful lives and residual values of Company's assets

are determined by the management at the time the asset is acquired and reviewed periodically, including at each

financial year end. The lives are based on historical experience with similar assets as well as anticipation of

future events, which may impact their life, such as changes in technology.

7. Revenue recognition: ( Ind AS 18)

Sale of Services:

Revenue from Software services recognized as per agreements entered on accrual basis. Revenue from any other

services has been accounted on accrual basis.

Sale of Products:

Revenue from sale of Products recognized as and when the products are delivered to the customer.

Other Income:

Other income is comprised primarily of interest income, Rental income. Interest income is recognized using the

effective interest method. Rental Income accounted on accrual basis.

Expenditure:

Expenses are accounted on accrual basis and provisions are made for all known losses and liabilities


92

8. Employee Benefits: ( Ind AS 19 ) a) Short-term employee benefits are recognized as an expense at the undiscounted amount in the Statement of

Profit and Loss of the year in which the related services are rendered.

b) Post-employment and other long term employee benefits are recognized as an expense in the Statement of

Profit and Loss for the year in which employee has rendered services. The expense is recognized at the present

value of the amounts payable determined using actuarial valuation techniques. Actuarial gains and losses in

respect of post-employment and other long term benefits are charged to the Statement of Profit and Loss.

(i) The changes in the present value of defined benefit obligation representing reconciliation of opening and

closing balances thereof are as follows:

Particulars As at 31 Mar 2019

1 Present value of obligation at the beginning of the year 50,71,677

2 Interest cost 3,90,519

3 Current service cost 12,40,013

4 Benefits paid (4,52,116)

5 Actuarial (gain) / loss on obligation (53,50,438)

6 Present value of obligation at the end of year 13,51,771

(ii) The changes in the fair value of plan assets representing reconciliation of opening and closing balances

thereof are as follows:

Particulars As at 31 Mar 2019

1 Fair value of plan assets at the beginning of the year -

2 Expected return on plan assets -

3 Contributions -

4 Benefits paid -

5 Actuarial gain / (loss) on plan assets -

6 Fair value of plan assets at the end of year -


93

9. Impairment of Assets: ( Ind AS 36)

Property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances

indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the

recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an

individual asset basis unless the asset does not generate cash flows that are largely independent of those from

other assets. In such cases, the recoverable amount is determined for the CGU (Cash Generating Unit) to which

the asset belongs.

If such assets are considered to be impaired, the impairment to be recognized in the Statement of Profit and Loss

is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount

of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the

estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised

recoverable amount, provided that this amount does not exceed the carrying amount that would have been

determined (net of any accumulated depreciation) had no impairment loss been recognized for the asset in prior

years.

10. Financial Instruments: ( Ind AS 107 )

The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual

provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition,

except for trade receivables which are initially measured at transaction price. Transaction costs that are directly

attributable to the acquisition or issue of financial assets and financial liabilities, which are not at fair value

through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of

financial assets are accounted for at trade date.

11. Segment Reporting ( Ind AS 108 )

The company is operating in different type of segments and the risk and reward differs from segment to segment.

The summary of segment wise revenue and expenditure is tabulated below:


94

Particulars Software Services Sale of Shrimp

Seeds Total

Revenue from

operations 8,40,78,250 11,49,52,500 19,90,30,750

Identifiable operating

expenses 3,50,78,445 9,13,06,000 12,63,84,445

Allocated expenses 3,66,64,332 - 3,66,64,332

Segment operating

income – PBDT 1,23,35,473 2,36,46,500 3,59,81,973

Other Income - - 2,12,06,371

Depreciation - - 4,11,54,145

PBT - - 1,60,34,198

Client Individually accounted for more than 10% of Turnover during the year

Name of the Party Software Services Sale of Shrimp Seeds Total

Object Frontier Inc USA 8,40,78,250 - 8,40,78,250

KK foods - 11,49,52,500 11,49,52,500



Chartered Accountant’s

FR No 004636S

Director Director

CA Dasaraty V

DIN: 07008031 DIN: 06896559

M No 026336

Partner

Chief Financial Officer Company Secretary

Place: Chennai

Date: 15/05/2019


95

2.2 Non-current investments

Particulars

EDI Division - 30,000,000

Total - 30,000,000

2.4 Long-term loans and advances

Particulars

Security deposits 10,626,080 21,457,420

Others (TDS, Advance tax) - 1,843,144

Total 10,626,080 23,300,564

2.5 Trade receivables

Particulars

Unsecured Considered Good:

Debtors due more than 6 months - -

Debtors due less than 6 months 116,522,974 13,485,250

Total 116,522,974 13,485,250

2.6 Cash and cash equivalents

Particulars

Cash in hand 4,918 2,024

Bank Balances 5,132,361 52,360,364

Total 5,137,279 52,362,388

2.7 Short-term loans and advances

Particulars

Prepaid expenses 428,177 264,297

Advance paid to Suppliers 6,276,353 3,459,706

Other advances 150,175 614,408

Total 6,854,705 4,338,411

2.8 Other current assets

Particulars

GST Input credit 7,121,492 6,909,999

TDS Receivables 18 19 9,726 -

Total 7,131,218 6,909,999

31-03-2019 31-03-2018




Notes on accounts _ ASSETS


31-03-2019 31-03-2018

31-03-2019 31-03-2018

31-03-2018

31-03-2019 31-03-2018

31-03-2019 31-03-2018

31-03-2019


96

3.1 Share Capital

Particulars

Authorised capital

1,08,00,000 (Previous year 68,00,000) Equity shares of Rs.10/- each 108,000,000 68,000,000

Total 108,000,000 68,000,000

Issued, Subscribed and paid up capital:

1,02,63,200 (Previous year 64,14,500) Equity shares of Rs.10/- each 102,632,000 64,145,000

Total 102,632,000 64,145,000

a) Reconciliation of number of shares

Equity Shares

Opening balance as on 01/04/2018 6,414,500 6,414,500

Bonus Issue made during the year* 3,848,700 -

Closing balance as on 31/03/2019 10,263,200 6,414,500

Total 10,263,200 6,414,500

* Bonus shares were issued out of Surplus exisitng in Profit and Loss account

Name of the Share Holder No of Shares % No of Shares %

Jesudass Premkumar S 6,888,160 67.12% 4,305,100 67.12%

Josphine S 647,200 6.31% 404,500 6.31%

Total 7,535,360 73% 4,709,600 73%

(a) Other Equity

Particulars Share Premium A/C Retained Earnings

Balance at the Beginning of the Reporting Period 25,560,000 47,016,142 - 72,576,142

Additions during the period - 14,086,426 - 14,086,426

Total Comprehensive Income for the year - - 3,833,324 3,833,324

Dividends - - - -

Bonus Issue made during the year - 38,487,000 - 38,487,000

Transfer to General Reserve - - - -

Premium on Equity Shares issued during the year - - - -

Balance at the End of the Current Reporting Period 25,560,000 22,615,567 52,008,891

(b) Other Equity

Particulars Share Premium A/C Retained Earnings

Balance at the Beginning of the Reporting Period 25,560,000 35,022,281 - 60,582,281

Additions during the period - 11,993,861 - 11,993,861

Total Comprehensive Income for the year - - - -

Dividends - - - -

Bonus Issue made during the year - - - -

Transfer to General Reserve - - - -

Premium on Equity Shares issued during the year - - - -

Balance at the End of the Previous Reporting Period 25,560,000 47,016,142 - 72,576,142



Notes on accounts _ LIABILITIES



31-03-2019 31-03-2018

Reserves and Surplus Other Comprehensive

Income - P/(L)

Total as on

31/03/2019

Reserves and Surplus Other Comprehensive

Income - P/(L)

Total as on

31/03/2018

b) Details of shares held by shareholders holding more than 5% of the aggregate shares in the company

3.2)

3.2)


97

3.3 Long-term borrowings

Secured loans 4,323,496 5,381,141

Unsecured loans 20,733,218 4,064,517

Less: Current maturities of long term debt 15,506,811 2,651,030

9,549,903 6,794,628

3.4 Long-term provisons

Provision for Gratuity 1,305,720 5,071,677

Provision for Leave encashment 5,617,509 4,117,509

6,923,229 9,189,186

3.5 Trade payables

Trade payables * 3,600,019 2,268,553

3,600,019 2,268,553

* Trade Payables are subject to Confirmation

3.6 Other Current liabilities

Current maturities of long term debt 15,506,811 2,651,030

GST Payable 499,320 -

TDS payable 795,222 354,180

PF payable 152,543 171,667

ESI payable 16,019 1,128

Outstanding expenses payable 2,095,719 3,359,225

19,065,634 6,537,230

3.7 Short-term Provisions

Provision for Gratuity 46,051 -

Provision for Expenses 200,000 -

246,051 -

31-03-2018

31-03-2019 31-03-2018

31-03-2019 31-03-2018

31-03-2019 31-03-2018

Particulars

Particulars

Total

Total

31-03-2019

31-03-2019 31-03-2018Particulars

Total

Total

Particulars

Total

Particulars


98

4.1 Revenue from operations

Particulars

Sale of Services 84,078,250 99,339,000

Sale of Goods 114,952,500 -

Total 199,030,750 99,339,000

4.2 Other Operational revenue

Particulars

Outsourcing of Manpower 2,000,000 -

Interest income 126,550 151,706

Forex Fluctuation 1,079,821 635,019

Rental Income 18,000,000 -

Total 21,206,371 786,725

5.1 Employee benefit expenses

Particulars

Salary & allowances 33,348,796 38,039,389

EPF & ESI contribution 1,000,263 2,277,771

Staff welfare 729,386 759,040

Total 35,078,445 41,076,200

5.2 Finance costs

Particulars

Bank charges 94,744 273,544

Loan Processing Charges 898,212 -

Interest paid 4,573,359 918,578

Total 5,566,315 1,192,121

2.1 Amortization expenses

Particulars

Amortisation of EDI Project* 30,000,000 10,000,000

Total 30,000,000 10,000,000

31-03-2019 31-03-2018

31-03-2019 31-03-2018

31-03-2019 31-03-2018

31-03-2019 31-03-2018

* This represents the balance in EDI Projects written off on completion. No further revenue is expected to arise in this

project



CIN:L72300KA2008PLC045897 (Amoount in Rs)

31-03-2019 31-03-2018



99

5.3 Other expenses

Particulars

Audit fees 150,000 150,000

Advertisement Charges 378,139 -

Annual Maintenance Charges 139,260 137,446

Commission 250,000 -

Director Sitting Fees 174,000 108,000

Power and Fuel 1,381,141 3,158,890

Insurance 11,693 18,346

Preliminary expenses written off - 4,427

Printing & stationery 134,069 228,418

Professional Charges 2,495,951 834,476

Rent & amenities 14,438,649 10,087,435

Repairs & Maintenance:

- Building maintenance 1,602,999 1,557,204

- Computer Maintenance 786,373 327,907

- Office maintenance 2,320,187 2,780,756

Rates and Taxes 1,146,804 160,162

Security charges 447,910 317,796

Telephone & Internet charges 942,927 745,180

Travelling & Conveyance 3,064,394 660,555

Miscellaneous Expenses 19,521 17,675

Total 29,884,017 21,294,671

31-03-2019 31-03-2018


100

2.1)Fixed assets

Plant & Machinery 18.10 9,348,123 19,688,408 - 29,036,531 4,603,737 2,928,552 - 7,532,289 21,504,242 4,744,386

LED TV & Accessories 45.07 201,858 173,542 - 375,400 158,202 48,406 - 206,608 168,792 43,656

Furniture & Fittings 25.89 28,799,072 4,917,722 - 33,716,794 14,263,532 4,057,443 - 18,320,975 15,395,819 14,535,540

Vehicles 31.23 7,342,373 - 7,342,373 1,130,806 1,939,872 - 3,070,678 4,271,695 6,211,567

Servers 39.30 9,008,538 - - 9,008,538 7,783,423 481,470 - 8,264,893 743,645 1,225,115

Computers -

UPS Phase45.07 299,638 250,863 - 550,501 190,680 160,876 - 351,556 198,945 108,958

Computers 63.16 7,661,593 694,454 - 8,356,047 5,674,438 1,542,693 - 7,217,131 1,138,916 1,987,154

Total 62,661,195 25,724,989 - 88,386,184 33,804,818 11,159,312 - 44,964,130 43,422,054 28,856,376



CIN:L72300KA2008PLC045897

Depreciation

for the

period

Rate (In %)Deletions Deletions

Description

Gross Block Accumulated Depreciation Net Block

As on

31.03.2018 Additions

Note annexed to and forming part of Balance Sheet for the year ended 31.03.2019


As on

01.04.2018

As on

31.03.2019

As on

01.04.2018

As on

31.03.2019

As on

31.03.2019


101

Note: 6 Related party transaction disclosure: (Ind AS 24)

Relationship Chart – April 1, 2018 to March 31, 2019

S No Name of the Related Party Relationship

1

Jesudas Premkumar Sebastian Key Management Personnel

Related Party transactions for the period April 1, 2018 to March 31, 2019

Type of Service Relation Amount

Director Remuneration Key Management Personnel 14,90,702/-

Remuneration Payable # Key Management Personnel 1,23,200/-

# Closing balance as on 31/03/2019

Note: 7 Earnings Per Share and Diluted Earnings Per Share: ( Ind AS 33)

Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the

Company by the weighted average number of equity shares outstanding during the period. Diluted earnings per

equity share is computed by dividing the net profit attributable to the equity holders of the Company by the

weighted average number of equity shares considered for deriving basic earnings per equity share and also the

weighted average number of equity shares that could have been issued upon conversion of all dilutive potential

equity shares

The following is a reconciliation of the equity shares used in the computation of basic and diluted earnings per

equity share

Amount in Rs.

Particulars 2018-19 2017-18

Opening No. of Shares 1,02,63,200 64,14,500

Issue of Bonus Shares * 38,48,700 -

Total No. of shares 1,02,63,200 64,14,500

Weighted Average No. of Shares 1,81,20,963 64,14,500

Profit After Tax 1,40,86,426 1,19,93,861

Earnings Per Shares 1.37 1.87

Diluted Earnings per Share 0.78 1.87


102

B) Related party transactions under accounting standards (AS) -18:

Related Party and their relationship 1. List of key managerial personnel as defined under Accounting Standard (AS) 18 - Mr Jesudas Premkumar Sebastian - Mr Ezhumalai Muniyan - Ms Dharani 2. Directors and Relatives - Mr Jesudas Premkumar Sebastian - Mr Santiago Allwin Roeger - Mr Ruth Hilda Anthony Samy 3. Related Party Transactions

Sl No.

Nature of Transactions 2018-19 In INR

2017-18 In INR

1. Remuneration paid to Mr Jesudas Premkumar Sebastian

14,90,702

13,93,980

2. Salary paid to Mr Ezhumalai Muniyan 12,21,396

11,08,400

3. Salary paid to Ms Dharani 5,78,412 4,58,760

C) Earnings and Expenditures in foreign currency: Earnings in foreign currency – INR 98,619,367 (USD 1429660) Expenditure in foreign currency – INR 11,78,948 (USD 17238)


103

D) Earnings Per Share (EPS):

Particulars 2018-19 2017-18

Profit/(Loss) Attributable to Equity Share Holders 1,40,86,426 1,19,93,861

Weighted Average No. of Equity Shares 1,02,63,200 64,14,500

Earnings per Share Basic & Diluted 1.37 1.87

E) Previous year figures have been grouped and reclassified, wherever necessary, to conform the current year presentation.



Chartered Accountant’s

FR No 004636S

Director Director

CA Dasaraty V

DIN: 07008031 DIN: 06896559

M No 026336

Partner

Chief Financial Officer Company Secretary

Place: Chennai

Date: 15/05/2019


104

ACEWIN AGRITECK LIMITED CIN: L72300KA2008PLC045897

Regd.Office: No.510, Second floor, 16th Cross, 2ndStage, Indira Nagar, Bangalore-560038. [email protected], Website.www.acewinagriteck.com, Phone+91-8046536405/ 044-4324 3200

PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014

Name of the Member(s) : ______________________________________________________________________ Registered Address : __________________________________________________________________________ _____________________________________________________ E-mail ID : _____________________________ DP ID______________________________________Reg Folio No./ Client Id______________________________

I/We holding _______________ shares of the above named Company, hereby appoint 1. Name: ________________________________________________E-mail ID____________________________ Address:____________________________________________________________________________________ Signature: ____________________________________________________ or failing him/her

2. Name: ________________________________________________E-mail ID____________________________ Address:____________________________________________________________________________________ Signature: ____________________________________________________ or failing him/her 3. Name: ________________________________________________E-mail ID____________________________ Address:____________________________________________________________________________________ Signature: ____________________________________________________ as my/our proxy to attend the 11th Annual General Meeting of the Company to be held on Friday, 13th Day of September, 2019 at 11.00 a.m. at Hotel, OYO Townhouse 014, Plot No.8, Ashley, Park Road, MG Road, Shivaji Nagar, Bengaluru – 560001, Karnataka.



105

I/We direct our proxy to vote on the resolutions as indicated in the manner below

Resolution No.

Business to be transacted For Against

ORDINARY RESOLUTION

1 To receive, consider and adopt the audited Balance sheet as at 31st March, 2019 and Profit and Loss Account for the year ended 31st March, 2019 and the reports of Directors and Auditors thereon.

2 Reappointment of M/s Venkatesh & Co, Chartered Accountants (FRN: 004636S), Chennai

SPECIAL RESOLUTION

3 Special business Re-appointment of Mr. Jesudas Premkumar (DIN: 07008031) as Managing Director

4 Special business Re-appointment of Mr. Allwin Roeger (DIN: 06896559) as Independent Director

5 Special business Re-appointment of Mrs. Ruth Hilda (DIN: 07008045) as Independent Director

Signed this_______________________________ day of_________________________________2019 _________________________________________ _________________________________ Signature of member Signature of Proxy Holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the

Company, not less than 48 hours before the commencement of the Meeting.

Please refer to the Notice convening the 11th Annual General Meeting dated 20th August, 2019.

Affix Revenue stamp


106


CIN: L72300KA2008PLC045897 Regd.Office: No.510, Second floor, 16th Cross, 2ndStage, Indira Nagar, Bangalore-560038.

[email protected], Website.www.acewinagriteck.com, Phone+91-8046536405 / 044-4324 3200

11TH ANNUAL GENERAL MEETING BALLOT FORM

(To be returned to Scrutinizer appointed by the Company)

Name of the Member(s) : _________________________________________________________________________

Registered Address : _____________________________________________________________________________

_____________________________________________________ E-mail ID : ________________________________

DP ID______________________________________ Reg Folio No./ Client Id____________________________

I/We hereby exercise my/our vote in respect of the following resolution(s) to be passed at the 11th Annual General Meeting of the Company, to be held on Friday, 13th Day of September, 2019 at 11.00 a.m. at Hotel, OYO Townhouse 014, Plot No.8, Ashley, Park Road, MG Road, Shivaji Nagar, Bengaluru – 560001, Karnataka in respect of businesses as stated in the Notice dated 20th August, 2019 by conveying my/our assent or dissent to the said resolution(s) by placing the tick (_) mark at the box against the respective matters:

Resolution No.

Business to be transacted For Against

ORDINARY RESOLUTION

1 To receive, consider and adopt the audited Balance sheet as at 31st March, 2019 and Profit and Loss Account for the year ended 31st March, 2019 and the reports of Directors and Auditors thereon.

2 Reappointment of M/s Venkatesh & Co, Chartered Accountants (FRN: 004636S), Chennai

SPECIAL RESOLUTION

3 Special business Re-appointment of Mr. Jesudas Premkumar (DIN: 07008031) as Managing Director

4 Special business Re-appointment of Mr. Allwin Roeger (DIN: 06896559) as Independent Director

5 Special business Re-appointment of Mrs. Ruth Hilda (DIN: 07008045) as Independent Director

* Applicable for investors holding shares in Electronic Form. Place: ___________________________________ Date: Signature of the Member/ Beneficial Owner



107

INSTRUCTIONS 1. A Member desiring to exercise vote by ballot form may complete this ballot form and send it to the Scrutinizer, appointed by the Board of Directors of the Company viz. Ms. S. Sridevi., Practicing Company Secretary, Address: 48/44, Solaiappan Street, Mylapore, Chennai – 600004, Tamil Nadu 2. In case of shares held by companies, trusts, societies etc., the duly completed ballot form should be accompanied by

a certified true copy of Board Resolution/Authority.

3. Unsigned ballot forms will be rejected.

4. A Member need not cast all the votes in the same way.

5. Duly completed ballot form should reach the Scrutinizer not later than Thursday, 12th September, 2019.

6. The Scrutinizer’s decision on the validity of a ballot form will be final.


108

ACEWIN AGRITECK LIMITED CIN: L72300KA2008PLC045897

Regd.Office: No.510, Second floor, 16th Cross, 2ndStage, Indira Nagar, Bangalore-560038. [email protected], Website.www.acewinagriteck.com, Phone+91-8046536405 / 044-4324 3200

ATTENDANCE SLIP ELEVENTH ANNUAL GENERAL MEETING

Members/Proxies are requested to fill the attendance slip, duly completed in all respects and hand it over at the

entrance of the meeting hall

Name of the Member(s) : _____________________________________________________________________ Registered Address : __________________________________________________________________________________________ ______________________________________________________________________________ DP ID______________________________________Reg Folio No./ Client Id_____________________________ No of Shares held: __________________________________E-mail ID : ________________________________

I/We record my/our presence at the Eleventh Annual General Meeting of the Company held on Friday, 13th Day of September, 2019 at 11.00 a.m. at Hotel, OYO Townhouse 014, Plot No.8, Ashley, Park Road, MG Road, Shivaji Nagar, Bengaluru – 560001, Karnataka.

_______________________________________ Signature of Member/proxy

Notes: 1. Please fill and sign this attendance slip and hand it over at the Attendance Verification Counter at the venue of the Meeting. 2. Only shareholders of the Company and/or their Proxy will be allowed to attend the Meeting. 3. NO GIFTS SHALL BE DISTRIBUTED IN THE ANNUAL GENERAL MEETING OR AFTERWARDS.



109

FORWARD LOOKING STATEMENT

These forward looking statements include statements as to business strategy, revenue and profitability, planned

projects and other matters discussed in this Annual Report. These forward – looking statements contained in the

Annual Report involve known and unknown risks, uncertainties and other factors that may cause actual results,

performance or achievements expressed or implied to vary.

All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual

results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that

could cause actual results to differ materially from our expectations include, but are not limited to:

General economic and business conditions.

Company’s ability to successfully implement its strategy and Business plans.

Increasing competition or other factors affecting the industry segments in which our Company operates.

Loss of our management team and other key personnel who are critical to our continued success.

Our ability to meet our capital expenditure requirements and/or increase in capital expenditure.

Our ability to keep pace with changing technology, evolving industry standards and new product introduction.

Changes in laws and regulations relating to the sectors/areas in which we operate.

Changes in government regulations and impact of fiscal, economic or political conditions in India

Conflicts of interest with affiliated companies, the promoter group and other related parties

Social or civil unrest or hostilities with neighboring countries or acts of international terrorism


110

ROUTE MAP FOR ANNUAL GENERAL MEETING

SCAN HERE TO REACH AGM VENUE


111

CONTACT US

CORPORATE OFFICE REGISTERED OFFICE Unit No.1, 4th Floor, Pinnacle Building 510, Second Floor, Ascendas International Tech Park, 16th Cross, 2nd Stage, Taramani Road, Taramani Indira Nagar, Chennai – 600 113, Bangalore – 560 038, Tamil Nadu Karnataka Tel: +91-44-4324-3200 Ph: +91-8046536405

http://www.acewinagriteck.com/index.php

Documents

ACEWIN AGRITECK LIMITEDacewinagriteck.com/pdf/Annual Report-2018-19.pdf · ACEWIN AGRITECK LIMITED AAL/BSE/28/2019-2020 20th August, 2019 To, The Corporate Relations Department The