REPORT OF THE BOARD OF DIRECTORS

To,

The Members

Your Directors are pleased to present their Twenty Six Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2015.

2. Performance:

The operations of the Company during the year under review remained passive. The Company has no operative income during the year and has incurred loss of Rs. 3,482,854/­

3. Dividend:

Due to losses, the director do not propose any dividend for the financial year.

4. Issue of Shares:

During the year under review, the Company had applied for reduction of share capital. The Kerala High Court had passed the order for reduction of capital on 23rd July, 2014. Pursuant to the capital reduction order passed by Kerala High Court, the capital of the Company was reduced from Rs.37,743,000/- to Rs. 1,887,150/-.

During the year under review, your Company has successfully allotted 14,650,000 (One Crore Forty Six Lacs Fifty Thousand) equity shares of Rs. 10/- each through Preferential Allotment and raised an amount of Rs. 146,500,000/- Cr. (Rupees Fourteen Crore Sixty Five Lakhs Only)

The proceeds received through the preferential issue were utilised for the purpose for which it was raised. Consequent to the above allotment, the paid up value of equity share capital of the Company stands increased from Rs. 1,887,150 Cr. to Rs. 148,387,150 Cr.

5. Risk Management Policy:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

6. Internal Financial Controls with reference to Financial Statements:

The Company has in place adequate internal control with reference to financial statements. The Board has adopted the policy and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of errors and fraud, the accuracy and completeness of the accounting records.

7. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your directors confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) systems to ensure compliance with the provisions of all the laws were in place were adequate and operating effectively

8. Directors and Key Managerial Personnel:

During the year under review, the changes that occurred in the composition of the Board are as follows:

a) In accordance with the provision of Sec 149 & Sec 161 of the Companies Act, 2013, Mr. Rikenkumar Vira (DIN: 06713042) was appointed as an Additional Director w.e.f. 5th September, 2014 and will hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers himself for re-appointment

b) In accordance with the provision of Sec 149(10) & (11) and other applicable provisions, if any, of the Companies Act, 2013, Mr. Neerav Shah (DIN: 07090395) was appointed as an additional Director w.e.f. 22nd April, 2015 and will hold office until the conclusion of the ensuing Annual General Meeting. Your Directors propose him for appointment in terms of the said regulations for a term of five years.

c) Mr. Bhadresh Mehta (Din: 01206174), Mr. Parth Mehta (Din: 01802821) were appointed as an Additional Director w.e.f. 14th February, 2015 and resigned from the Board on 10th August, 2015.

d) Ms. Heena Mehta (Din: 00655763) has been appointed as an Additional Women Director w.e.f. 31st March, 2015 and resigned from the Board on 10th August, 2015.

e) Mr. Anup S Mundhra (DIN- 0637933), Mr. Jignesh J Dave (DIN- 06379141) Mr. Nirmal Kumar Tiwari (DIN- 05233717) Mr. Vikram K Sakaria (DIN-05236323) resigned from the Board on 10th August, 2015.

f) In accordance with the provision of Sec 149(10) & (11) and other applicable provisions, if any, of the Companies Act, 2013, Mr. Ankit Karani (DIN: 07271899) & Mr. Hiren Pasad (DIN 07106085) were appointed as an additional Director w.e.f. 10th August, 2015 and will hold office until the conclusion of the ensuing Annual General Meeting. Your Directors propose both of them for appointment in terms of the said regulations for a term of five years.

The following changes took place in the key managerial persons:

a) Ms. Omesh Bohra has been appointed as Company Secretary & Key Managerial Person under the provision of Sec 203 of the Companies Act, 2013 w.e.f. 8th April, 2015.

b) Ms. Sulakshana Sachin Pawar has been appointed as Chief Finance Officer (CFO) of the Company w.e.f. 24th June, 2015.

c) Mr. Nirmal K Tiwari resigned from the post of Managing Director on 10th August, 2015.

d) Mr. Abhishek Jain has been appointed as Managing Director of the Company w.e.f 10th August, 2015

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from Independent Directors of the Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

Performance Evaluation of the Board, Committees and Director

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, performance of Individual Directors and the working of its Committees.

The Director made a self-assessment of their effectiveness in terms of attendance, contribution at Meetings and guidance/support extended to the Management outside Board/ Committee Meetings. The feedback received from the Directors was discussed and reviewed by the Independent Directors and also shared with Nomination and Remuneration Committee.

Number of Meetings of the Board:

A calendar of meeting is prepared and circulated in advance.

During the year under review, nine meeting of the board of Directors were conveyed. The details of which are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Committee of the Board:

The details of the Board committees are available in the report on corporate governance that forms part of this Annual Report.

9. Details of establishment of vigil mechanism for director and employees:

The Company had adopted a Whistle Blower Policy ("the Policy") as required under Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Policy has been formulated with a view to provide a mechanism for directors and employees of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee of the Company in case of any concern. The Whistle Blower Policy may be accessed on the Company's website at the link: www.artechpower.com  

10. Contracts and Arrangements with Related Parties:

During the year under review, the Company has not entered into any contract/arrangement /transaction with related parties. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: www.artechpower.com <http://www.artechpower.com>

11. Particulars of Loans given, Investments made, Guarantees given and Securities provided:

There were no loans, guarantees and investments made by the company under Section 186 of the Companies Act, 2013 during the year under review.

12. Particulars of Employees:

During the year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13. Statutory Auditor:

M/s Vishvesh A. Shah & Co. were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 25th Annual general meeting (AGM) until the conclusion of AGM to be held in the year 2018, subject to ratification at every AGM.

The retiring auditors have furnished their eligibility certificate u/s 139 of the Companies Act, 2013 and rules famed thereunder. The Auditors' Report does not contain any qualification, reservation or adverse remark.

14. Secretarial Auditor:

M/s. Mihen Halani & Associates, the Practicing Company Secretaries were appointed as Secretarial Auditor to undertake Secretarial Audit of the Company for the year 2014-15. Their Secretarial Audit Report, in prescribed From No. MR-3, is annexed herewith as Annexure "A" to this report.

The Secretarial Audit Report does not contain any qualification reservation or adverse remark.

15. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo:

The information as required under Section 134(3)(m) of the Companies Act,2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the Company was closed down and there were no production activities.

16. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B" to this report.

17. Corporate Governance:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report and is annexed herewith as Annexure "C" to this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance to the report on Corporate Governance.

18. Management Discussion and Analysis Report:

In compliance with the requirements of listing agreement, a detailed Management Discussion & Analysis Report is annexed herewith as Annexure "D" to this report.

19. General:

Your Directors state 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:

a. Details relating to deposits covered under V of the Companies Act, 2013.

b. Issue of equity shares with differential right as to dividend, voting or otherwise.

c. Issue of Shares (Including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

d. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission.

e. No significant or material order were passed by the regulators or courts or tribunals which impact the going concern status and the Company's operation in future.

f. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013.

g. The provision of Corporate Social Responsibility are not applicable to the Company.

h. Change of Registered Office:

The Company has shifted its registered office within the local limits of the city through circular resolution from Anitha, Second Floor, S A Road, Elamkulam, Cochin, Kerala-682020 to 53/333E, Top Floor, Arden IVY Court, Opp. Reliance Fresh, off. S. C. Bose Road, Vyttila, P.O., Cochin, Ernakulum, Kerala 682 019 with effect from 7th August, 2015.

Further, the company has obtained members approval through postal ballot for shifting registered office from the state of Kerala to state of Maharashtra.

i. Change in the Object of Company:

The company has obtained members approval through postal ballot for insertion of new objects in the memorandum of association of the Company.

j. Change in name of the Company:

The name of the Company has been changed from Artech Power Products Limited to Artech Power & Trading Limited with effect from August 10, 2015 pursuant to approval received from the Registrar of Companies, Kerala and issue of fresh certificate of incorporation upon change of the name.

20. Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For ARTECH POWER & TRADING LIMITED

(Formerly Known as Artech Power Products Limited)

Sd/- RIKENKUMAR VIRA

Director

Place: Mumbai

Date: August 14, 2015