To BOARDS’ REPORT FOR THE FINANCIAL YEAR 2017-2018

The Members,

The Directors have pleasure in presenting their 84flAnnual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

I. FINANCIAL HIGHLIGHTS:

During the year under review, performance of your company as under: (Rupees in Lakhs)

II. OPERATIONS FORTHE PERIODAND FUTURE OUTLOOK:

(i) OPERATIONS FORTHE PERIOD:

The Company has been continuously pursuing the activity of development of Sports Complex at the plot of land owned by the Company at Swastik Park, Chembur, Mumbai. We are pleased to inform that the Company has successfully completed, made operational & put to use all the facilities constructed as per approvals received till date. The Company has been getting a fair response to it’s’ facilities and the Company hopes to improve upon the same in times to come. The Management would like to point out that the general business environment has not been all that conducive to the business of the Company during 17-18. Overall the economy as a whole has been passing through a transition phase and people have been grappling with challenges of GST, online business, cost inflation and such other issues. Due to this the growth has been more or less stagnant. Further, there has been a lot of competition in the business segment in which your Company operates and with growing costs there has been tremendous pressure on the bottom line. It is important to understand here that the Company is in a service industry that has a long gestation period and is largely dependent on word of mouth publicity. During the year, there have been lot of operational challenges like implementation of IND-AS, integration of GST etc. which the Company has been successfully tackling to keep the business stable and going at steady pace. With continuous efforts to increase the revenues & bring down the costs, the Company has been successful in improving its topline as well as curtailing the loss for the year.

(ii) FUTUREOUTLOOK:

The Management is pleased to inform that the facilities established by the Company and services provided are slowly getting well recognized and augurs well for the future of the Company. The Company has taken major steps in restructuring of long term finance which shall bring down the interest burden in years to come. The Management wishes to place on record the fact that, the company has not yet received approvals for construction of certain facilities, for which the Company is consistently pursuing with the appropriate authorities. The business of the company is largely dependent on the overall economic growth and general business sentiment prevalent between the people. However, the Management is positive in its’ outlook and is confident of generating better revenues in the coming Financial Year.

III. DIVIDEND:

The Chairman informed the Board that in view of current year losses and accumulated losses it would be prudent, not to recommend paymentof dividend on Equity Share Capital of the Companyforthe Financial Yearended 31" March, 2018.

The Board after discussion on the matter, decided not to recommend any dividend on Equity Share Capital of the Company for the Financial Year ended 31s March, 2018.

IV REVENUE:

The Company has earned gross revenue of Rs. 1191.46 lakhs in the year 2017-2018 under review. The Company has a negative EBITDAofRs.1308.55 lakhs & a PAT ofalossofRs.1308.55 lakhs.

V. AMOUNTS TRANSFERRED TO RESERVES:

In view of the current year’s losses the Board of the Company does not recommend transfer of any amountto reserves.

VI. SHARE CAPITAL:

During the year, your company has issued 40,00,000 unlisted 10% Non-Convertible, Non-Cumulative, NonParticipating, Redeemable Preference Shares (“NCRPS”) of face value of Rs. 100/- each at par aggregating Rs.40,00,00,000/-on private placement basis. The said shares were issued in accordance with the provisions of Section 42,55 and other applicable provisions, if any, of the Companies Act, 2013 (Act) read with the rules framed under, as may be amended from time to time, and the Articles of the Association of the company and the Regulations/Guidelines.

VII. PARTICULARSOF LOAN, GUARANTEES AND INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.

The Register of Loan, Guarantee, Security and Investment is maintained in Form MBP-2 under section 186 of the Act, 2013 which is availablefor inspection during the business hours on all working days.

VIII. FIXED DEPOSITS:

The Company has not accepted anyfixed deposits from the public during the financial yearended March 31,2018.

IX. PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There were no contract(s)/arrangement(s)/transaction(s) entered into by your Company with its related parties, during the year under review as per the provisions of Section 188(1) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulations23 of SEBI (LODR) Regulations, 2015.

X. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(I) DIRECTOR RETIRING BY ROTATION:

In terms of Section 152(6) of the Companies Act, 2013 and the Articles of Association of your Company,Mr. ChetanJashwant Mehta (DIN:-00235911), Director of the Company is liable to retire by rotation at the Eighty Fourth Annual General Meeting as he is holding office for the longest period and her appointment shall be liable to retire by rotation.

Mr. ChetanJashwant Mehta has confirmed his eligibility and willingness to accept the office of the Director of your Company, if confirmed by the Members at the ensuing Annual General Meeting. In the opinion of your Directors Mr. ChetanJashwant Mehta has requisite qualifications and experience and therefore, your Directors recommend that the proposed resolution relating to the re-appointment Mr. Chetan Jashwant Mehta be passed.

(ii) KEYMANAGERIALPERSONNEL:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

a) Mr. Rajesh M. Loya, Whole Time Director

b) Mr. Chetan J. Mehta, Executive Director-CFO

c) Mr. Nilesh P. Kelkar, Company Secretary & Compliance Officer

*Note: Mr. Nilesh P. Kelkar, Company Secretary, who earlier held the position of Company Secretary, resigned from the services of the Company with effect from 30th June, 2018.

Ms. Sonali K. Gaikwad, has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 02ndJuly, 2018.

(iii) DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:

All the Independent Directors have given their declarations stating that they meetthe criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b)of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘the Listing Regulations’). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and theListing Regulations and are independent of the management.

XI. DIRECTOR’S RESPONSIBILITY STATEMENT:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s Internal Financial Controls were adequate and effective during the Financial Year2017-18.

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

(I) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Companyfortheyear ended March 31,2018;

(iii) they have taken proper and sufficient care 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;

(iv) they have prepared the Annual Accounts for the financial yearended March 31,2018 on a going concern basis.

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

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

Considering the nature of activities of the Company, the information required under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 to be disclosed relating to the conservation of energy and technology absorption is provided as “ANNEXURE1” to the Board’s Report.

There is no foreign technology involved/absorbed. During the year under review, the Company has neither earned any foreign exchange nor incurred any expenditure in Foreign exchange.

XIII. BOARD’S DIVERSITYAND EVALUATION:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage difference in thought, perspective, knowledge, skill, regional and industry experience which will help us retain our competitive advantage.

At present, your Company has Eight Directors and pursuant to the Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations your Company complies with this requirement. In terms of the Listing Regulations, your Company conducts the Familiarization Programme for Independent Directors about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of the same are displayed on the website of the Company.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the parameters specified by the Nomination and Remuneration Committee. The exercise was carried out through a structured evaluation process covering various aspects of the functioning of the Board and its Committees. Individual Directors were evaluated separately on basis of their respective designations and roles.

XIV. NUMBEROF MEETINGS OF THE BOARD:

During the financial year 2017-18, the Board of Directors met Ten times as follows: 17th May, 2017, 30thMay, 2017,3rd June, 2017, 30th June, 2017, 14th September, 2017, 24th October, 2017, 8th November, 2017, 14th December, 2017, 7th February, 2018, 14th February, 2018. Further, certain decisions were taken by passing the resolutions by way of circulation and were subsequently noted and taken on record by the Board at its next meeting. Table 1 below gives the attendance record of the Directors atthe Board meetings and the last Annual General Meeting held on 14th August, 2017. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

XV. COMMITTEES OF THE BOARD:

Currently, the Board has three committees: Audit Committee, Nomination and Remuneration Committee, Stakeholder’s Relationship Committee. For the Financial year 2017-2018, the below are the details of the Committee, as per the applicable provisions of the Act and Rules:

XVI. AUDITORS

a) STATUTORY AUDITORS:

In accordance with Section 139 of the Companies Act, 2013 and the rules made thereunder, M. S. Mandlecha& Co., Chartered Accountants, (Firm Registration No.: 129037W) has been appointed as the statutory auditor to hold office from the conclusion of the 83rd AGM on August 14,2017 until the conclusion of the 88th AGM in the year 2022, at a remuneration as may be approved by the Board for the 5years.

b) SECRETARIALAUDITOR:

H. B.Upasani& Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The secretarial audit report for F.Y. 2017-18 forms part of the Annual Report as “ANNEXURE 2” to the Board’s Report.

The Auditors’ Report and the Secretarial Audit Report for the Financial Year ended 31" March, 2018 do not contain any qualification or reservation or adverse remark.

XVII. SIGNIFICANTAND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

The details of the pending cases with various authorities are mentioned in the notes to Financial Statements.

XVIII. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as “ANNEXURE 3” to the Board’s report.

XIX. INTERNALFINANCIALCONTROL:

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Companies Act, 2013.

The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your Company for ensuring orderly and efficient conduct of business including adherence to your Company’s policies, safeguarding of the assets of your Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

XX. SECRETARIAL STANDARDS

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS -1) and Secretarial Standard on General Meetings (SS-2) effective from July 1,2015. Your Company complies with the same.

Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

XXI. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. This policy applies to all categories of employees of the Company, including permanent management and workmen, temporaries, trainees and employees on contract at their workplace or at client sites. Internal Complaints Committee(s) (ICC) has been set up to redress complaints received regarding sexual harassment. The cases reported to such Committee(s) are investigated by the respective Committee(s) members and the detailed report thereon is presented to the Board of Directors on a regular basis. During the year under report, your Company did not receive any case of sexual harassment and hence as at March 31,2018, there were no pending cases of anti-harassment in your Company.

XXII. MATERIALCHANGES AFFECTING THECOMPANY:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s Operations in future.

XXIII. PARTICULARS OF EMPLOYEES:

a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The remuneration and perquisites provided to our employees including that of the Management are on a par with industry levels. The Nomination and Remuneration Committee continuously reviews the compensation of our senior executives to align both the short-term and long-term business objectives of the Company and to link compensation with the achievement of measurable performance goals.

Remuneration paid to Board of Directors of the Company:

Remuneration paid to the Key Managerial Personnel’s of the Company:

** Mr. Nilesh P. Kelkar has been appointed as the Company Secretary & Compliance Officer of the Company with effect from0f March,2017.

During the Financial Year 2017-2018 the Company had an average count of 57 employees on the payroll of the Company.

b) Information as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The information required under Section 134 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules for the year ended 31"March, 2018 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

XXIV. CORPORATE SOCIAL RESPONSIBILITY:

Pursuantto Section 135(2) of the Companies Act, 2013 the Board’s Report should disclose the responsibility undertaken and committee constituted for the same.

However, your Company has not earned sufficient profits for the financial year 2017-2018 and thus does not require complying with the provisions of Corporate Social Responsibility.

XXV. RISK MANAGEMENT POLICY:

The Company recognizes that risk is inherent to any business activity and that managing risk effectively is critical to the immediate and future success of the Company. Accordingly, the Company has established a Risk Management Policy which has helped in overseeing the risks, management of material business risks and also helps in internal control of the Company. The Policy is displayed on the website of the Company, www.apteindia.comunder the heading Policies of Company.

The Management of your Company is vigilant about their responsibility of overseeing and reviewing that the risk that the organization faces such as strategic, financial, credit, market, liquidity, security, property, regulatory or any other risk have been defined and assessed. There is adequate risk management infrastructure in place capable of addressing those risks.

XXVI. WHISTLE BLOWER POLICY:

The Company promotes ethical behavior in all its business activities and is in process of establishing a mechanism for reporting illegal or unethical behavior. The Company has thus formed a vigil mechanism and Whistle blower policy under which the employees are free to reportviolations of the applicable laws and regulations and the Code of Conduct.

The reportable matters would be disclosed to the Audit Committee. The Policy is displayed on the website of the Company, www.apteindia.com under the heading Policies of Company.

XXVII. GREEN INITIATIVE:

During the financial year 2013-2014, we had started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too, we are publishing the statutory disclosures in the Annual Report. Additionally, the Annual Report for the Financial Year 2017-2018 will also be available on our website, www.apteindia.com

Electronic copies of the Annual Report 2017-2018 and Notice of the 84thAnnual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s).

For members who have not registered their email addresses, physical copies of the Annual Report 2017-2018 and the Notice of the 84thAnnual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

For and on Behalf of Board of Directors,

Emerald Leisures Limited

(Formerly known as “Apte Amalgamations Limited”)

Sd/- Sd/-

Mr. Rajesh Loya Mr. Chetan Mehta

Date : 14.08.2018 Whole Time Director Director & CFO

Place: Mumbai DIN: 00252470 DIN: 00235911