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ICE Make Refrigeration Ltd.

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Series: EQ | ISIN: INE520Y01019 | SECTOR: Miscellaneous

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Annual Report

For Year :
2018

Director’s Report

Dear Members,

The Directors have pleasure in presenting the 9th Annual Report of the Company together with the Audited Financial Statements for the year ended on March 31, 2018.

1. FINANCIAL PERFORMANCE / HIGHLIGHTS

The Company’s financial performance for the year ended on March 31, 2018 is highlighted below:

(Rs. in Lakhs)

Standalone Results

Year Ended

Year Ended

March 31,

March 31,

Particulars

2018

2017

Gross Revenue from Operations

12,073.36

9,682.08

Less: Central Excise Duty / GST

1,968.82

929.12

Net Revenue From Operations

10,104.54

8,752.96

Add: Other Incomes

63.30

35.32

Total Revenue

10,167.84

8,788.28

Earnings before Interest, Depreciation, Tax & Amortization

1,301.07

1,026.99

Less: Depreciation and Amortization

149.17

160.65

Earnings before Interest & Tax

1,151.90

866.34

Less: Finance Cost

178.13

126.49

Profit Before Tax

973.77

739.85

Less: Provisions for Income Tax including Deferred Tax

310.46

238.06

Profit After Tax

663.31

501.79

Profit Carried to Balance Sheet

663.31

501.79

Accumulated Balance of Profit

1,050.06

839.63

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY

Standalone

For the year ended March 31, 2018 the Company’s total revenue stood at Rs.10,167.84 lakhs indicating 15.70% increase from that of March 31, 2017.

Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year was increased from Rs.1,026.99 lakhs and reached to Rs.1,301.07 lakhs indicating increase of 26.69 %. This reflects a robust operational performance and ever increasing growth of the Company.

Further, EPS also increased from Rs.4.36 to Rs.5.18 registering the growth of 18.81 % even after increase in capital during the financial year.

Consolidated

For the year ended March 31, 2018 the Company’s total revenue stood at Rs.10,326.24 lakhs which was increased from Rs.8823.57 lakhs in March 31, 2017 indicating 17.03 % increase.

Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year was increased from Rs.1,031.30 lakhs and reached to Rs.1,319.63 lakhs indicating increase of 27.96 %. This reflects a well management and growth starting right after second Financial Year after the acquisition of our wholly owned subsidiary viz. Bharat Refrigerations Private Limited. Further, EPS also increased from Rs.4.34 to Rs.5.18 registering the growth of 19.35 % even after increase in capital during the financial year.

3. DIVIDEND:

Considering the profit, growth and future prospects of the Company, the Directors have decided to recommend the Final Dividend of Rs.1.00 (10 % on the face value of the share) per Equity Shares on 1,56,72,000 Equity Shares of the Company of Rs.10/- each for the financial year ended on March 31, 2018.

The total amount of dividend recommended is Rs. 1,56,72,000.

4. LISTING ON NSE EMERGE

During the financial year under report, the Company came out with an SME IPO and Company’s equity shares were listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge) with effect from December 8, 2017.

Initial and Annual Listing fees has been duly paid by the Company to the Exchange.

5. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal control systems commensurate with the size of its operations. The internal control systems, comprising of policies and procedures, are designed to ensure sound management of your Company’s operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalized. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company’s operations.

6. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

Bharat Refrigerations Private Limited is wholly owned subsidiary Company of Ice Make Refrigeration Limited. A statement containing the salient feature of the financial statement of Subsidiary company under the first proviso to sub-section (3) of section 129 in form AOC - 1 is appended as Annexure - 6

The Company is not having any other Joint Venture or Associate Company.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these Financial Statements relate and on the date of this report.

Further, during the financial year under report, no significant or material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

8. DEPOSITS

During the financial year under report, your Company has not accepted any deposits within the meaning of Sections 73 of the Companies Act, 2013.

9. STATUTORY AUDITORS

M/s. Patel & Jesalpura (FRN: 120802W), Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company at the 5th Annual General Meeting until conclusion of 10th Annual General Meeting of the Company.

In accordance with the provisions of Section 139 of the Companies Act, 2013 & Rules framed there under, the Board recommends the members to ratify their appointment up to the conclusion of next Annual General Meeting by way of passing ordinary resolution.

The Auditors’ Report (Standalone & Consolidated) for the financial year ended on March 31, 2018 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

10. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. K. Jatin & Co., Practicing Company Secretaries, Ahmedabad as a Secretarial Auditors to conduct an Audit of secretarial records and compliances in accordance with the provisions of Section 204 of the Companies Act, 2013 for the financial year ended on March 31, 2018. The Secretarial Audit Report given by M/s. K. Jatin & Co., Practicing Company Secretaries, Ahmedabad is enclosed herewith as Annexure - 4.

11. COST AUDITOR

The Board of Directors of your Company has appointed Mr. Mitesh Prajapati, Proprietor of the Firm M/s. M.I. Prajapati & Associates, Cost Accountants, Ahmedabad as Cost Auditors to conduct audit of the Cost Records for Financial Year to be ended on March 31, 2019.

12. SHARE CAPITAL

During the financial year under report, the Company came out with an Initial Public Offer of 41,60,000 Equity Shares of the Face Value of Rs.10 each at an issue price of Rs.57/- per share. Your Directors are pleased to inform that the Company attracted record high SME IPO subscription of over 261 times, worth over Rs.6100 crores against the issue size of Rs.23.712 crores.

The Company’s Equity Shares are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge) with effect from December 8, 2017.

Details of increase in the capital

( Rs.in Lakhs)

Sr.

No.

Particulars

Equity Share Capital

1

Existing Share Capital at the beginning of the Financial Year (As on April 1, 2017)

71.95

2

Issue and Allotment of Shares consequent upon issue of Bonus Shares (June 29, 2017)

43.17

3

Issue and Allotment of Shares consequent upon Initial Public Offer (December 6, 2017) (Listed w.e.f. December 8, 2017)

41.60

Total

156.72


13. DIRECTORS & KEY MANAGERIAL PERSONNEL

Executive Directors

During the Financial Year under Report Mr. Chandrakant P Patel was designated / appointed as Chairman & Managing Director and Mr. Rajendra P. Patel & Mr. Vipul I. Patel were designated / appointed as Joint Managing Directors of the Company with effect from September 5, 2017 for a period of 3 years.

Their brief profile forms part of the Management Profile section of this Annual Report.

Independent Directors

Further, the Company has appointed Ms. Darsha R. Kikani, Dr. Hasmukh B. Patel, Mr. Harshardrai P Pandya and Mr. Krishnakant L. Patel as Independent Directors with effect from September 5, 2017.

Their brief profile forms part of the Management Profile section of this Annual Report.

Independent Directors have submitted the declaration of independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6).

A separate meeting of Independent Directors of the Company was held on February 10, 2018 in accordance with the provisions of Clause VII of the Schedule IV of the Companies Act, 2013.

Company Secretary & Compliance Officer

The Company has appointed Mr. Purvesh Pandit, as Company Secretary & Compliance Officer of the Company with effect from August 11, 2017.

Mr. Purvesh Pandit, aged 24 years, is Company Secretary & Compliance Officer of our Company. He heads secretarial and compliance departments of our Company. He is a qualified Company Secretary from the Institute of Company Secretaries of India. He also holds a degree in Master of Commerce and Bachelor of Law from Gujarat University. He has over 3 years of post-qualification experience in the fields of Secretarial Compliance, Legal Compliance, Corporate Governance and Corporate Restructuring with listed Companies.

Chief Financial Officer

The Company has appointed Mr. Ankit Patel, as Chief Financial Officer of the Company with effect from September 5, 2017.

Mr. Ankit Patel, aged 30 years, is Chief Financial Officer of our Company. He heads the accounts and financial reporting channels of our Company. He is a qualified Chartered Accountant from Institute of Chartered Accountant of India. He holds a degree in Bachelor of Commerce from Gujarat University. He has over 8 years of work experience in field of accounts, finance, taxation and audit.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vipul I. Patel will retire by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment. The Board recommends his appointment.

In this connection, it is clarified that as per the Articles of Association of the Company, the Managing Directors and Whole Time Directors are not liable to retire by rotation unless otherwise decided by the Board. Since there are only 3 Non Independent Directors out of whom one is Chairman & Managing Director and other two are Joint Managing Directors, to comply with the provisions of Section 152(6) of the said Act, both the Joint Managing Directors who are otherwise Non Rotational Directors, have consented to be liable to retire by rotation and the Board has decided that Mr. Vipul I. Patel, would retire by rotation.

I. Evaluation of the Board''s Performance:

During the financial year under report, exercise of evaluation was carried out through a structured evaluation process covering various aspects of the Board’s functioning such as composition of the Board & Committee(s), experience & competencies, performance of specific duties & obligations, governance etc.

Separate exercise was carried out to evaluate the performance of each individual Director including the Board’s Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders’ interest etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding Independent Directors and that of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. This may be considered as a statement under provisions of Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014.

The Board of your Company is composed with proper number of Executive and Non - Executive Directors.

II. Remuneration Policy:

The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy has been approved by the Nomination & Remuneration Committee and the Board. More details on the same have been given in the Corporate Governance Report.

The policy on Remuneration of Directors, Key Managerial Personnel and Senior Employees can be accessed on website of the Company at following web link:

http://www.icemakeindia.com/pdf/policies/policy-on-remuneration-of-directors-key-managerial- personnel-and-senior-employees.pdf

14. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors met 14 times during the financial year ended on March 31, 2018. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

15. RELATED PARTY TRANSACTION

All the related party transactions during the period under report were entered on arm’s length basis, in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and relevant Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

All the related party transactions are presented to the Audit Committee and the Board. Necessary approval has been obtained from Audit Committee, Board of Directors and members for the transactions with the related parties. The Policy on Related Party Transactions as approved by the Board has been uploaded on the Company’s website at the following web link:

http://www.icemakeindia.com/pdf/policies/policy-on-related-party-transaction.pdf

16. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company promotes ethical behavior in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Company’s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board. The Whistle Blower Policy has been duly communicated within the Company.

Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard.

The said Vigil Mechanism / Whistle Blower Policy has been uploaded on website of the Company and can be accessed at following web link:

http://www.icemakeindia.com/pdf/policies/whistle-blower-policy-and-vigil-mechanism.pdf

17. AUDIT COMMITTEE

The Board has constituted an Audit Committee which comprises of Dr. Hasmukh B. Patel as the Chairman and Mr. Harshadrai P. Pandya & Mr. Chandrakant P Patel as members.

Further, all the recommendations were accepted by the Board of Directors during the period under report. More details on the committee are given in the Corporate Governance Report.

18. NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee which comprises of Ms. Darsha R. Kikani as a Chairperson and Dr. Hasmukh B. Patel & Mr. Krishnakant L. Patel as members.

The policy, required to be formulated by the Nomination and Remuneration Committee, under Section 178(3) of the Companies Act, 2013 is uploaded on the Company’s website at the web link:

http://www.icemakeindia.com/pdf/policies/policy-on-remuneration-of-directors-key-managerial-personnel-and-senior-employees.pdf

More details on the Committee have been given in the Corporate Governance Report.

19. STAKEHOLDER RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholder Relationship Committee which comprises of Mr. Harshadrai P Pandya as the Chairman and Mr. Krishnakant L. Patel, Mr. Rajendra P Patel & Mr. Vipul I. Patel as members.

More details on the Committee have been given in the Corporate Governance Report.

20. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We have not received any sexual harassment complaints during the year ended on March 31, 2018.

A policy adopted by the Company for Prevention of Sexual Harassment is available on its website at the following web link:

http://www.icemakeindia.com/pdf/policies/policy-on-prevention-of-sexual-harassment-of-women-at-workplace.pdf

21. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company did not grant / make any Loan / Investment and provide Guarantees in respect of loans availed by others, under the provisions of Section 186 of the Companies Act, 2013 and Rules framed there under during the financial year under report.

22. MANAGERIAL REMUNERATION

The Company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Company has paid remuneration to the Executive Directors as well as sitting fees to the Non-Executive Directors during the financial year under report.

More details on the Managerial Remuneration have been given in the Corporate Governance Report.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed analysis of the Company’s performance is made in the Management Discussion and Analysis Report, which forms part of this Annual Report.

24. CORPORATE GOVERNANCE

During the financial year under report, pursuant to the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 the Company has complied with applicable provision of Corporate Governance and a separate report of Corporate Governance is included as a part of Annual Report along with requisite certificate from M/s. Kashyap R. Mehta & Associates, Practicing Company Secretaries, confirming compliance with the conditions of corporate governance.’

25. DISCLAIMER

Though, the applicability and adherence of provisions of regulations relating to Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 being not mandated under the provisions of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the listed entity which has listed its specified securities on the SME Exchange, the Board of Directors of your Company has still made sufficient efforts to comply with the provisions related to Corporate Governance and to disclose the relevant information in the Directors’ Report, Corporate Governance Report and in the entire Annual Report, to the extent possible as a matter of prudence and good governance.

26. CODE OF CONDUCT

The Board has laid down a Code of Conduct (“Code”) for the Board Members, Managerial Personnel and for Senior Management Employees of the Company. This Code has been posted on the Company’s website at http:// www.icemakeindia.com/policies-disclosure.html. All the Board Members and Senior Management Personnel have affirmed compliance with this Code. A declaration signed by the Managing Director to this effect forms part of the Corporate Governance Report.

The Board has also laid down a Code of Conduct for the Independent Directors pursuant to the provisions of Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to the professional conduct for Independent Directors and has been uploaded on the website of the Company at following web link: http://www.icemakeindia.com/policies-disclosure.html

27. RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented a Risk Management Policy for the Company.

It has identified and assessed internal and external risks with potential impact and likelihood that may impact the Company in achieving its strategic objectives.

There is no such risk which in the opinion of the Board which may threaten the existence of the Company.

The Policy lays down the procedures for risk identification, description, evaluation, estimation, reporting and development of action plan. The policy includes identification of elements of risks which mainly covers Strategic Risk, Operational Risk, Financial Risk and Hazardous Risks. The same can be accessed from the website of the Company at following web link: http://www.icemakeindia.com/pdf/policies/policy-on-risk-management.pdf

More details on the risk and concern factors have been given in the Management Discussion & Analysis Report.

28. CORPORATE SOCIAL RESPONSIBILITY

The Company has attracted criteria for Corporate Social Responsibility (CSR) by crossing net profit beyond Rs. 5 crores (in the financial year ended on March 31, 2017) pursuant to the provisions of Section 135 of the Companies Act, 2013 including Rules framed there under.

The Company has formulated the Corporate Social Responsibility Committee and it comprises of Mr. Rajendra P. Patel as Chairman of the Committee and Mr. Vipul I. Patel & Mr. Krishnakant L. Patel as Members.

In compliance with the requirements of section 135 of the Companies Act, 2013, the Company has laid down a CSR policy. The same can be accessed from website of the Company at the following web link: http://www.icemakeindia.com/pdf/policies/policy-on-corporate-social-responsibility.pdf The Company has contributed Rs.5.88 lakhs towards Corporate Social activities. The contributions in this regard have been also made directly and also indirectly through trust / institutions in fields like Education, Animal Welfare, Hunger etc.

The annual report on CSR during the financial year ended on March 31, 2018 in the format prescribed under Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - 7 forming part of this report.

29. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, with respect to the Director’s Responsibility Statement, it is hereby stated,

a. That in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That such accounting policies as mentioned in Notes to the Financial Statements 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, 2018 and of the profit of the Company for the year ended on that date;

c. That 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. That the annual financial statements for the year ended March 31, 2018 have been prepared on a going concern basis;

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

f. That the system to ensure the compliances with the provisions of all applicable laws was in place and were adequate and operating effectively.

30. DISCLOSURE U/S 164(2) OF THE COMPANIES ACT, 2013

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

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

The particulars as to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed in terms of Section 134 of the Companies Act, 2013 & Rule 8 of the Companies (Accounts) Rules, 2014 have been given separately as Annexure - 1 .

32. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in the Form MGT-9 is enclosed herewith as Annexure - 2.

33. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The details as per Rule 5(1) & (2) of the aforesaid Rule are enclosed herewith as Annexure - 3.

34. CERTIFICATE ON CORPORATE GOVERNANCE

A Certificate from Practicing Company Secretary of the Company regarding compliance of conditions of Corporate Governance as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure - 5.

35. INSURANCE

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

36. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

37. GRATUITY

The Company has entered in to an agreement with Life Insurance Corporation of India for covering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fund has been created with Life Insurance Corporation of India.

38. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

39. DEMATERIALISATION OF EQUITY SHARES

The entire Shareholding of the Company is in demat mode. The ISIN No. allotted is INE520Y01019.

40. FINANCE

The Company’s Income-tax Assessment has been completed up to the Assessment Year 2014-15 and Sales tax Assessment is completed up to the Financial Year 2012-2013

The Company is enjoying Working Capital facilities from Canara Bank. Apart from working capital facility, the Company is having 2 car loans and 1 equipment loan outstanding at the financial year ended on March 31, 2018. The Company is generally regular in payment of interest and principal.

41. ACKNOWLEDGMENT

Your Directors thanks all the Stakeholders including, Investors, Customers, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of our employees at all the levels. The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your Directors look forward for their continued support in the future for the consistent growth of the Company.

By order of Board

For Ice Make Refrigeration Limited

Chandrakant P. Patel

Chairman & Managing Director

Place: Ahmedabad DIN: 02441116

Date: July 14, 2018

Director’s Report