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Apollo Tyres Ltd.

BSE: 500877 Sector: Auto
NSE: APOLLOTYRE ISIN Code: INE438A01022
BSE LIVE 15:43 | 09 Dec 197.30 2.50
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NSE LIVE 15:43 | 09 Dec 197.75 3.25
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OPEN 196.00
PREVIOUS CLOSE 194.80
VOLUME 180217
52-Week high 235.00
52-Week low 127.95
P/E 9.10
Mkt Cap.(Rs cr) 10042.57
Buy Price 0.00
Buy Qty 0.00
Sell Price 197.30
Sell Qty 1076.00
OPEN 196.00
CLOSE 194.80
VOLUME 180217
52-Week high 235.00
52-Week low 127.95
P/E 9.10
Mkt Cap.(Rs cr) 10042.57
Buy Price 0.00
Buy Qty 0.00
Sell Price 197.30
Sell Qty 1076.00

Apollo Tyres Ltd. (APOLLOTYRE) - Director Report

Company director report

Dear Member

On behalf of the Board of Directors of your Company we share with you the AnnualReport along with the audited financial statements of your Company for the financial yearended March 31 2016.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31 2016 issummarised below:

(Rs. Million)

Year ended Year ended
Particulars March 31 2016 March 31 2015 March 31 2016 March 31 2015
Standalone Consolidated
Net Sales 86164 88783 117078 127257
Other Income 1388 1266 1553 1435
Operating Profit (EBIDTA) 16144 13531 20383 19844
Less: Depreciation/Amortisation Exp. 2686 2468 4239 3883
Finance Cost 883 1721 916 1828
Provision for Tax 4050 2891 4776 3532
Net Profit before Exceptional Items 8525 6451 10452 10601
Add: Exceptional Items - - 478 (825)
Less: Share of loss of associates / - - - -
minority interest
Net Profit 8525 6451 10930 9776

OPERATIONS

The tyre industry continues to face challenging conditions on topline growth in recenttimes and this is reflected in sales revenue growth numbers at Apollo Tyres Ltd. Thegrowth in volumes has been negated by sales price reductions in multiple geographies andthe overall sales revenue has also been impacted by adverse currency movements.

On a standalone basis your Company achieved a net turnover of Rs. 86164 million asagainst Rs. 88783 million during the previous financial year. EBIDTA was at Rs.16144 million as compared to Rs. 13531 million during the previous financial year. Thenet profit for the year under review was Rs. 8525 million as against Rs. 6451 millionin the previous fiscal a growth of 32.15%.

The consolidated net turnover of your Company was Rs. 117078 million during FY16 ascompared to Rs. 127257 million in FY15. The consolidated

EBIDTA was Rs. 20383 million for FY16 as compared to Rs. 19844 million for theprevious financial year.

On consolidated basis Apollo Tyres earned a net profit of Rs. 10930 million for FY16as against Rs. 9776 million for the previous financial year.

RAW MATERIALS

During the year under review the raw material basket cost declined by approx. 15% overthe last year.

Natural Rubber prices in the international market remained soft during the year due toweak global demand. During FY16 in India there is a demand supply gap of around 400000MT which represents ~ 40% of Consumption of Natural Rubber. This shortage had to be metthrough imports from ASEAN region to ensure continuity of production at our tyre plants.

Crude Oil prices remained volatile during the year. From a level of USD 60/bbl duringthe early part of the fiscal Brent Crude oil prices touched came down to USD 28/bblbefore recovering to USD 40/bbl by the year end. Weak global demand and the decision ofOPEC members to maintain their production levels despite steady rise in production fromNon OPEC producers and geopolitical factors were responsible for the volatility in the Oilmarket.

Synthetic Rubber and Carbon Black prices moved during the year in line with theirmonomer prices and the demand-supply position. The Crude based raw materials were lower ona year-on-year basis in the current financial year. Limited availability and pollutionrelated issues in China are characterising the Rubber Chemicals industry.

The anti-dumping duty continues on imports of Nylon Tyre Cord Fabric from China CarbonBlack imports from China and Russia and import of Rubber Chemicals from China EU andKorea.

In addition anti-dumping duty petition has been initiated on imports of SyntheticRubber from Korea EU and Thailand by the domestic industry.

The rupee depreciated by 7% against the US Dollar in FY16.

The Company’s focus on inventory management and risk mitigation through multiplesourcing continued during the year.

DIVIDEND

Your Company has a consistent track record of dividend payment. The Directors arepleased to recommend a dividend of Rs. 2/- (200%) per share of Rs. 1/- each on EquityShare Capital of the Company for FY16 for your approval. There will be no tax deduction atsource on dividend payments but those shareholders receiving a dividend income exceedingRs. 10 lakh would become liable to pay additional tax @ 10%. Your Company would continueto bear tax on dividend @ 20.36% inclusive of surcharge.

The dividend if approved shall be payable to the members holding shares as on recorddate i.e. August 2 2016.

RESERVES

The amount available for appropriations including surplus from previous year amountedto Rs. 24237 million. Surplus of Rs. 21887 million has been carried forward to thebalance sheet after providing for dividend of Rs. 1018 million dividend tax of Rs. 207million debenture redemption reserve of Rs. 125 million and general reserve of Rs. 1000million.

ACQUISITIONS/RESTRUCTURING

The Company acquired the Germany based Reifencom GmbH along with its Subsidiaries.

This is in line with the strategy to build a strong retail network in Europe. ReifencomGmbH operates the online portal reifen.com and has 37 stores nationwide. It is one of theleading tyre retail organisations in Germany with over 2500 assembly partners. It alsohas online activities in other countries like Austria Switzerland France Italy andDenmark. This transaction will allow Apollo Tyres to expand its retail and online presencein many European countries.

BOARD OF DIRECTORS

A) Appointment/Re-appointment of Directors

Pursuant to Section 161 of the Companies Act 2013 General Bikram Singh (Retd.) (DIN:07259060) was appointed as Additional Director w.e.f. August 11 2015 and Mr Vinod Rai(DIN: 01119922) and Mr Francesco Gori (DIN: 07413105) were appointed as AdditionalDirectors of the Company w.e.f. February 9 2016 to hold office till the date of theensuing Annual General Meeting. The Company has received requisite notice together withdeposit of Rs. One Lakh each as provided under Section 160 of the Companies Act 2013from the members proposing the appointment of General Bikram Singh (Retd.) and Mr VinodRai as Independent

Directors not liable to retire by rotation and Mr Francesco Gori as Non-IndependentDirector liable to retire by rotation.

Pursuant to the provisions of Section 152 (6) of the Companies Act 2013 Mr RobertSteinmetz (DIN: 0178792) Director of the Company is liable to retire by rotation andbeing eligible offers himself for re-appointment.

Mr Robert Steinmetz is not disqualified under Section 164(2) of the Companies Act2013.

B) Changes in Directors and Key Managerial Personnel

During the year under review Mrs Seema Thapar had been appointed as CompanySecretary w.e.f. April 1 2015 and Mr Gaurav Kumar had been appointed as ChiefFinancial Officer w.e.f. May 12 2015. Mr Sunam Sarkar (DIN: 00058859) resigned asWhole-Time Director effective from August 11 2015 and continues to be a Non-ExecutiveNon-Independent Director of the Company thereafter. Further keeping in view the increasedinvolvement of Mr Robert Steinmetz (DIN: 0078792) in the affairs of the Company hisstatus was changed from Independent Director to Non-Executive Non-Independent Directorw.e.f. February 9 2016.

C) Declaration by Independent Director(s)

In terms with Section 149(7) of the Companies Act 2013 every Independent Director ofthe Company has submitted a declaration that they meet the criteria of Independence.

D) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board is required to carryout annual evaluation of its own performance and that of its committees and individualDirectors. The Nomination and Remuneration Committee of the Board is also required tocarry out evaluation of every Director’s performance. Accordingly your Company hascarried out the performance evaluation during the year under review.

For annual performance evaluation of the Board as a whole it’s Committee(s) andindividual Directors including the Chairman of the Board the Company has formulated aquestionnaire to assist in evaluation of the performance. The tool takes the form of aseries of assertions/questions which should be awarded a rating on a scale of 1 to 5 byall individual Directors. Every Director has to fill the questionnaire related to theperformance of the Board its Committees and individual Directors except himself.

On the basis of the response to the questionnaire a matrix reflecting was formulatedand placed before the Board for formal annual evaluation by the Board of its ownperformance and that of its Committees and Individual Directors. The Board was satisfiedof the evaluation results.

E) Separate Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act 2013 and Clause 49 ofthe Listing Agreement a separate meeting of the Independent Directors was held onNovember 19 2015.

The Independent Directors at the meeting inter alia reviewed the following:-

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairperson of the Company taking into account the views ofExecutive Directors and Non-Executive Directors.

• Assessed the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

F) Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeelaid down a Nomination & Remuneration policy for selection and appointment of theDirectors Key Managerial Personnel and Senior Management and their remuneration. TheCompany’s policy on Directors’ appointment & remuneration is stated in theCorporate Governance Report.

PRODUCT & MARKETING

The Company continued its journey of consolidating its leadership position in itsestablished markets expanding market share in new geographies and product categories andbecoming a full range player in India.

In India the Company rationalised its portfolio and at the same time introduced newwinning products like Amazer 4 Life car tyres and XT-7 Gold HD truck tyres. the ratings

Multiple consumer engagement programs were initiated across segments supported byregional multimedia in localized languages reaching out to consumers at the grassrootlevel. Apollo also expanded its branded retail footprint to build its network acrossIndia.

Apart from the category led initiatives there were some Brand specific promotionalcampaigns that were carried out in conjunction with Manchester United reinforcing ourcommitment to football in India. The Manchester United Soccer School was a program whichgave kids across the country the chance to train under the supervision of the ManchesterUnited Coaches.

For the Indian market the year ended with Apollo’s grand launch of the ApolloActi series bike tyres for the two wheelers segment.

Designed and developed at the Company’s Global R&D Centre in Chennai ApolloActi series for bikes and scooters mark a milestone for Apollo Tyres as the entry intothis segment makes the Company a full-range player and will support the Company to cementits leadership position in India.

A similar strategy was adopted by the EA operations. The operations launched itsbiggest online campaign #ROCKTHEROAD aimed at increasing Vredestein’s visibility inthe 25 to 45 years age group by highlighting Vredestein’s premium offerings. Duringthe year the operations launched its Dealer Partnership program in Europe and four newoutlets were opened simultaneously in Belgium Hungary

Italy and the Netherlands. More such stores are planned for Austria Germany Spain andSwitzerland in the coming months. The eventual goal is to have 800 program partners by2020 throughout Europe.

Most of the products by the operations saw top ratings across segment Summer WinterAll Seasons and Agriculture.

EXPANSION PROGRAMME AND FUTURE OUTLOOK

The Company will continue its three-pronged strategy of looking at consolidating marketposition in existing markets and seeking new markets/new segments continue investment inboth the brands Apollo and Vredestein and capacity expansion via Greenfield facilitiesplant expansions/ upgradation and looking for other growth opportunities.

For the EA operations the Company will have production from the Hungary plant in thefirst quarter of 2017. With two plants offering product optimization opportunities and acost competitive plant in Hungary the Company can now take on the global giants on theirown turf in Europe. The Company is actively engaging with the leading OEMs in Europe andwill leverage its OEM associations in India. Further to Reifencom GmbH acquisitionintegration plans are on and this will boost our dealer network program and provide entryinto various other European markets. For the APMEA operations the Chennai plant willprovide additional capacities in the fast growing TBR segment. The operation is continuingto explore avenues for the declining TBB products within India and outside of the country.The Company remains bullish on its outreach in other markets in APMEA and expecteddouble-digit growth from these markets.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and on the date of this report.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS

No significant and passed during the year under review by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of business of your Company during the year underreview.

INTERNAL FINANCIAL CONTROLS

The Company has identified and documented all key internal financial controls as partof standard operating procedures (SOPs). The SOPs are designed for all critical processesacross all plants warehouses and offices wherein financial transactions are undertaken.

The SOPs cover the standard processes risks key controls and each process isidentified to a process owner. In addition the Company has a well defined FinancialDelegation of Authority (FDOA) which ensures approval of financial transaction byappropriate personnel. The Company uses SAP-ERP to process financial transactions andmaintain its books of accounts. The SAP has been setup to ensure adequacy of financialtransactions and integrity & reliability of financial reporting.

The financial controls are tested for operating effectiveness through managementongoing monitoring and review process and independently by Internal Audit. The testing ofcontrols by Internal Audit are divided into three separate categories; a) automatedcontrols within SAP b) segregation of duties within SAP and restricted access to keytransactions c) manual process controls. In our view the

Internal Financial Controls with reference to financial statement are adequate and areoperating effectively.

SHIFTING OF REGISTERED OFFICE

The Registered Office of your Company has been changed to 3rd Floor Areekal MansionNear Manorama Junction Panampilly Nagar Kochi 682036 w.e.f. May 1 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34 (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report ispresented in a separate section forming part of the annual report.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES

As the Company follows its global ambition to become a global tyre brand of choice ithad to create multiple subsidiaries/associate and joint venture for facilitating theseoperations in various countries. As on March 31 2016 your Company had 41 subsidiariesincluding step subsidiaries 1 associate and 1 joint venture.

During the year under review the Company had acquired Reifencom GmbH through its stepsubsidiary Apollo Tyres Cooperatief U.A. Reifencom GmbH and its subsidiaries have becomea part of the Company’s group on January 1 2016.

Apollo Tyres Cooperatief U.A. had incorporated Apollo Tyres (Germany) GmbH as itswholly owned subsidiary on November 11 2015 in Germany.

Apollo Tyres Holdings (Singapore) Pte Ltd acquired shares of Apollo Tyres (Malaysia)Sdn. Bhd on March 15 2016 thus making Apollo Tyres (Malaysia) Sdn. Bhd a wholly ownedsubsidiary of Apollo Tyres Holdings (Singapore) Pte Ltd

The name of wholly owned subsidiary of Apollo Tyres (UK) Pvt Ltd has been changed toApollo Tyres (London) Pvt Ltd on March 29 2016.

Apollo Tyres (Greenfield) Cooperatief U.A. was converted from a "Cooperative"to "Private Company with Limited Liability" on March 30 2016. Upon conversionthe new name of Apollo Tyres (Greenfield) Cooperatief U.A. is Apollo Tyres (Greenfield)B.V.

The Company purchased 1 (one) share of Apollo Tyres (Greenfield) B.V. from Apollo Tyres(Cyprus) Pvt Ltd on March 30 2016 thus making Apollo Tyres (Greenfield) B.V. a whollyowned subsidiary of the Company. Apollo (Mauritius) Holdings Pvt Ltd wholly ownedsubsidiary of the Company is under process of being amalgamated with the Company. TheCompany has received "No Objection Letters" from the Stock Exchanges BSE Ltd.and National Stock Exchange of India Ltd. The first motion for the approval of Scheme ofAmalgamation has been filed with the Hon’ble High Court of Kerala on April 8 2016.

As per the provisions of Section 129 of the Companies Act 2013 the consolidatedfinancial statements of the Company and its subsidiaries are attached in the annualreport. A statement containing brief financial details of all the subsidiaries of theCompany for the year ended March 31 2016 forms part of the annual report.

The annual accounts of subsidiary companies will be made available to shareholders onrequest and will also be kept for inspection by any shareholder at the registered officeand corporate headquarter of your Company. A statement in Form AOC-1 containing thesalient features of the financial statements of the Company’s subsidiaries associateand joint venture is also attached with financial statements.

DEBENTURES

The following series of Debentures were redeemed during the year:

Redemption Date Particulars Redemption Amount (Rs. Millions)
April 16 2015 10.15% 1000 Non Convertible Debentures Secured 1000
February 02 2016 11.50% 1000 Non Convertible Debentures Secured 417

DEPOSITS

During the year under review your Company did not accept deposits covered underChapter V of the Companies Act 2013.

AUDITORS

M/s. Deloitte Haskins & Sells Chennai Chartered Accountants (RegistrationNo.008072S) had been appointed as Statutory Auditors of your Company for a period ofthree years from FY15 to FY17 at the Annual General Meeting held on August 6 2014.However as per the first proviso of Section 139 (1) of the Companies Act 2013 theappointment of auditors has to be ratified by the members at every Annual General Meeting.

The Company has received a letter from the auditors confirming that they are eligiblefor appointment as auditors of the Company under Section 139 of Companies Act 2013 andmeet the criteria for appointment specified in Section 141 of the Companies Act 2013.

Based on the recommendations of the Audit Committee and as per the provisions ofSection 139(1) of the Companies Act 2013 the Board of Directors of your Company proposesto ratify the appointment of M/s. Deloitte Haskins & Sells Chennai CharteredAccountants as the Statutory Auditors of the Company for FY17.

AUDITORS’ REPORT

The comments on statement of accounts referred to in the report of the auditors areself explanatory.

The Auditors’ Report does not contain any eservation or adverse remark.qualification

COST AUDIT

M/s. N.P. Gopalakrishnan & Co. Cost Accountants were appointed with the approvalof the Board to carry out the cost audit in respect of the Company’s facilities atPerambra Vadodara and Chennai as well as Company’s leased operated plant atKalamassery for the FY16.

Based on the recommendation of the Audit Committee M/s. N.P. Gopalakrishnan & Co.Cost Accountants being eligible have also been appointed by the Board as the CostAuditors for FY17 subject to shareholder’s approval. The Company has received aletter from them to the effect that their reappointment would be within the limitsprescribed under Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified for such reappointment within the meaning of Section 141 of the CompaniesAct 2013.

MEETINGS OF THE BOARD OF DIRECTORS

A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year seven board meetings were convened and held. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The details of allBoard/Committee meetings held are given in the Corporate Governance Report.

AUDIT COMMITTEE

The details of the Audit Committee including its composition and terms of referencementioned in the Corporate Governance Report forms part of Board’s Report.

The Board during the year under review had accepted all recommendations made to it bythe Audit Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a vigil mechanism through Whistle Blower Policy to deal withinstances of unethical behavior actual or suspected fraud or violation of Company’scode of conduct or ethics policy. The details of the policy is explained in the CorporateGovernance Report and also posted on the website of the Company.

COMMITTEES OF BOARD

Pursuant to requirement under Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has constituted variouscommittees of Board such as Audit Committee Nomination & Remuneration CommitteeStakeholders Relationship Committee and Corporate Social Responsibility Committee. Thedetails of composition and terms of reference of these committees are mentioned in theCorporate Governance Report.

SHARE CAPITAL

During the year under review the Issued Subscribed and Paid-up Share Capital of theCompany was 509024770 shares of Rs. 1/- each. There was no change in the capitalstructure of the Company.

a) Issue of equity shares with differential rights

Your Company has not issued any Equity Shares with differential rights during the yearunder review.

b) Issue of sweat equity shares

Your Company has not issued any Sweat Equity Shares during the year under review.

c) Issue of employee stock options

Your Company has not issued any employee stock options during the year under review.

d) Provision of money by Company for purchase of its own shares by employees or bytrustees for the benefit of employees

Your Company has not made any provision of money for purchase of its own Shares byemployees or by trustees for the benefit of employees during the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review your Company has not given any loan or guarantee which iscovered under the provisions of Section 186 of the Companies Act 2013. However detailsof investment made during the year are given under notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis and do not attract the provisions of Section 188 of the Companies Act 2013.During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions.

Suitable disclosure as required by the Accounting Standards (AS18) has been made in thenotes to the Financial Statements. The policy on Related Party Transactions as approved bythe Board is uploaded on the Company’s website.

MANAGERIAL REMUNERATION

a) The details required pursuant to Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Corporate GovernanceReport.

b) During the year under review Mr Neeraj Kanwar (DIN: 00058951) Vice Chairman &Managing Director also received remuneration from Apollo Tyres (U.K.) Pvt Ltd whollyowned subsidiary of the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees as required in terms of the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial

Personnel) Rules 2014 are set out in Annexure A to the Board’s Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a formal policy for prevention of sexual harassment of itswomen employees in line with "The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013".

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasreappointed M/s. PI & Associates Company Secretaries as Secretarial Auditor of theCompany for FY16 to undertake Secretarial Audit of the Company.

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

Secretarial Audit Report given by Secretarial Auditors is annexed with the report asAnnexure I.

AWARDS AND RECOGNITIONS

In its constant quest for growth and achievement your Company was honored andrecognised at various forums. The prominent Awards are listed below for your reference.

Name of the Award Category Awarded By
Asian CSR Award 2015 Health Enhancement Asian Forum on Corporate Social Responsibility
15th ICSI National Awards for Excellence in Corporate Governance Corporate Governance The Institute of Company Secretaries of India (ICSI)
Auto Vision Award ICQCC 2015 Quality Korean Standards Association (KSA)
National Productivity Competition 2015 - Indian Institute of Industrial Engineering (IIIE)
Indian Green Building Congress Awards 2015 Leadership in Energy and Environmental Design (LEED) India New Construction (NC) Green Building Congress 2015
Global Green Future Leadership Awards 2016 Best Waste Management World CSR Congress

RISK MANAGEMENT

The Company has a well laid out Risk Management Policy covering the process ofidentifying assessing mitigating reporting and reviewing critical risks impacting theachievement of

Company’s objectives or threaten its existence.

The Risk Management Steering Committee have been formed headed by President (APMEA) andPresident (EA) as Chairman of the respective Committees and represented by the functionalheads as Chief Risk Officers. The Committees review each risk on a quarterly basis andevaluates its impact and plans its mitigation. The risks are documented in form of riskregisters which are placed before audit committee at its meeting.

The audit committee of the Company reviews the risks of APMEA and EA regions andprovides its directions to the management if any. The audit committee updates the Boardon the key risks placed before it.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has been taking initiatives under Corporate Social Responsibility (CSR)for society at large well before it has been prescribed through the Companies Act 2013.The Company has a well defined Policy on CSR as per the requirement of Section 135 of theCompanies Act 2013 which covers the activities as prescribed under Schedule VII of theCompanies Act 2013. The Company has in-house department which is exclusively workingtowards that Objective. The Company is carrying out its CSR Activities through registeredtrusts created by the Company for this purpose and which is monitored by CSR Committee.

During the year under review your Company has carried out activities primarily relatedto promoting preventive healthcare ensuring environmental sustainability livelihoodenhancement projects rural development projects promoting education and eradication ofhunger poverty & malnutrition.

Corporate Social Responsibility Report pursuant to clause (o) of sub-section (3) ofSection 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility)Rules 2014 forms part of the Boards Report as Annexure II.

BUSINESS RESPONSIBILITY REPORT

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thetop 500 listed companies by market capitalisation to give Business Responsibility Report("BR Report") in their Annual Report effective from April 1 2016.

Your Company falls under the top 500 listed companies by market capitalisation.Accordingly your Company will annex a BR Report with its Annual Report for FY17.

CONSERVATION OF ENERGY

TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 regarding conservation of energy technologyabsorption and foreign exchange earnings and outgo are given in Annexure III formingpart of this report.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT- 9 is enclosed herewith as Annexure IVforming part of this report.

CORPORATE GOVERNANCE REPORT

Your Company always places major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an organisation’s corporate governance philosophy is directly linked to highperformance.

The Company is committed to adopting and adhering to established world-class corporategovernance practices. The Company understands and respects its fiduciary role andresponsibility towards its stakeholders and society at large and strives to serve theirinterests resulting in creation of value and wealth for all stakeholders.

The compliance report on corporate governance and a certificate Sells ChennaiChartered Accountants Statutory Auditors of the Company regarding compliance of theconditions of corporate governance as stipulated under Chapter IV of SEBI (ListingObligations and Disclosure Requirements)

Regulations 2015 is attached herewith as Annexure V to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act 2013 your Directors state that:

(a) in the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial M/s.DeloitteHaskins& controls are adequateand were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Company’s organisational culture upholds professionalism integrity andcontinuous improvement across all functions as well as efficient utilisation of theCompany’s resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation to the respective StateGovernments of Kerala Gujarat Haryana and Tamil Nadu and the National Governments ofIndia Netherlands and Hungary. We also thank our customers business partners membersbankers and other stakeholders for their continued support during the year. We place onrecord our appreciation for the contribution made by all employees towards the growth ofyour Company.

For and on behalf of the Board of Directors
Place: Gurgaon (NEERAJ KANWAR) (SUNAM SARKAR)
Date: May 11 2016 Vice-Chairman & Managing Director Director

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