DIRECTOR'S REPORT

TO,

THE MEMBERS,

KAVIT INDUSTRIES LIMITED

(Formerly known as Atreya Petrochem Limited)

Your Directors have pleasure in presenting the Report on the business and operations of the Company together with the Audited Accounts for the year ended 31 st March, 2015

The Indian economy is witness of the downturn in all industries during the financial year 2014-15. Due to struggling environment the turnover of the Company was reduced considerably however due to conservative approach of the Company the expenditures of the Company are also reduced substantially as compared to previous financial year and the Company has earned more than times of profit against the profit of previous financial year.

No material changes and commitments occurred between the end of the financial year and date of report which affects financial position.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on the consolidated financial statement read with AS - 23 on accounting for investment in associates and AS - 27 on financial reporting of interests in joint ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARY COMPANY:

During the year under review, the Company has incorporated a new subsidiary, Kavit Green Energy Private Limited.

MEETINGS OF THE BOARD:

During the year 6 (six) Board Meetings were convened and held. The details of which are given as under Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Directors state that:

i. In the preparation of the Annual Accounts of the Company for the year ended on 31st March, 2015, the applicable accounting standards have been followed and there are no material departures for the same;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

iv. The directors have prepared the Annual Accounts on a going concern basis;

v. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year the company has reappointed following persons as an independent director in pursuance of the section 149 of the Companies Act, 2013:

1. Kiran Jethalal Soni

2. Nikhil Pranay Pednekar

3. Amit Tarachand Shah

4. Jigar Premchand Motta

Similarly, the following persons erstwhile appointed as an Additional Director and their appointments were confirmed in last Annual General Meeting:

1. Chirag Vinodchandra Thakkar

2. Hirenkumar Pravinsinh Rao

3. Kavit Jayeshbhai Thakkar

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kavit Jayeshbhai Thakkar, Director of the company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re­appointment. Your Directors recommend his re-appointment for your approval.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of Companies Act, 2013 is appended with Corporate Governance Report and

AUDITORS AND THEIR REPORT:

Sheetal Samriya & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend their re-appointment. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 139 (1) of the Companies Act, 2013.

The Auditors report and notes on financial statement as referred in their report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remarks.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS:

Details of loan, guarantee and investments covered under the provision of section 186 of Companies Act, 2013 are given in the notes to the financial statements.

RELATED PARTY DISCLOSURES:

The Company usually contracts or transactions with related parties on Arms length basis, thus, it doesn't attracts the provisions of Section 188 of the Companies Act, 2013. During the year under Consideration, the Company was not entered into contracts or transactions with related parties.

DIVIDENDS:

In view of long term interests of the company, your Directors do not recommend any dividend.

INSURANCE:

Movable and fixed Assets are adequately insured.

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

Conservation of Energy

The Company does not have material information required under Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 to offer and hence no particulars have been furnished.

Foreign Exchange Earning/Outgo

There were no foreign exchange earnings or outgo during the year.

RISK MANAGEMENT:

Your company has policy on risk management and your Management, from time-to-time, identifies, analyses, evaluate and mitigate the industrial, economical, financial, other risk emerges in the course of business.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination Committee has carried out an annual performance evaluation of the Board as well as the working of its committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY:

The Board has, on the recommendation of remuneration committee framed a policy for selection and appointment of directors, senior management and their remuneration. The remuneration policy is stated in the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Company has constituted following Committees: Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Composition and scope of work of such Committees is elaborated separately under the Corporate Governance Report.

PREFERENTIAL ALLOTMENT:

Initially, the Company had issued convertible warrants of Rs. 40 Crores on preferential basis. During the year, those warrants was converted into 4,00,00,000 equity shares each.

EXTRACT OF ANNUAL RETURN:

Company has annexed herewith as Annexure extract of Annual Return in MGT-9.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the company, together with a certificate from the company's confirming compliance, forms an integral part of this report.

INDUSTRIAL RELATIONS:

The relationship between the workmen and staff remained cordial and harmonious during the year and management received full co-operation from employees.

OTHER INFORMATION:

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon.

2. The Company couldn't complied with Section 203, 204 of the Companies Act,  however, it endeavor to comply the same in next financial year.

3. In order to conserve financial resources of the Company, none of the directors of the Company drawn remuneration during the year hence it need not required to disclose Ratio of remuneration of each director to the median to the employee's remuneration

4. The Company has not accepted deposits during the year within the provision of Section 134 (3)(q) & Rule 8(5)(v) & (vi) of the Companies (Accounts)Rules,2014.

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

6. Your directors states that during the year under review, there were no cases filed pursuant to the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013.

7. In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

ACKNOWLEDGEMENTS

The Directors would like to thank clients, shareholders, vendors, government agencies, bankers & all other business associates for their continued support during the year. We place on record our appreciation for the contributions made by the employees at all levels.

For and on behalf of the Board

SD/- Jayesh R. Thakkar

Chairman

Date: 31/08/2015

Place: Vadodara