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Archidply Industries Ltd.

BSE: 532994 Sector: Others
NSE: ARCHIDPLY ISIN Code: INE877I01016
BSE LIVE 15:46 | 18 Oct 94.10 4.25
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OPEN

95.00

HIGH

95.80

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OPEN 95.80
PREVIOUS CLOSE 89.85
VOLUME 46393
52-Week high 117.90
52-Week low 42.95
P/E 29.50
Mkt Cap.(Rs cr) 208
Buy Price 94.10
Buy Qty 150.00
Sell Price 0.00
Sell Qty 0.00
OPEN 95.80
CLOSE 89.85
VOLUME 46393
52-Week high 117.90
52-Week low 42.95
P/E 29.50
Mkt Cap.(Rs cr) 208
Buy Price 94.10
Buy Qty 150.00
Sell Price 0.00
Sell Qty 0.00

Archidply Industries Ltd. (ARCHIDPLY) - Director Report

Company director report

TO THE MEMBERS OF ARCHIDPLY INDUSTRIES LIMITED

Your Directors are pleased to present the Twenty Second Annual Report together with theAudited Statement of Accounts for the year ended 31st March 2017.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized asunder:

( ' In Lakhs)

Particulars Year ended 31st March 2017 Year ended 31st March 2016
Gross Sales 29270.38 28305.35
Net sales 26896.05 27841.55
Depreciation & Amortization Expenses 479.71 475.14
Finance Costs 986.36 920.44
Profit before tax 830.24 716.00
Taxation 161.48 114.67
Profit after tax 668.76 601.33

The company proposes to transfer an amount of ' 668.76 lakhs to the General Reserve.

OPERATIONAL REVIEW:

The highlights of the Company's standalone performance are as under:

• The Gross Sales of the Company during the year under review increased by 3.41%from Rs. 28305.35 lakhs to Rs. 29270.38 lakhs but there has been decrease in the netsales during the year by3.39 %. The decrease in the net sales from T 27841.55 lakhs inthe previous year to T 26896.05 Lakh during the year is due to the increase in the levyof excise duty on the products of the Rudrapur Unit of the Company which was earliercoming under ten years tax holiday till 31.3.2016 and slowdown in the market during thedemonetization period.

• The Profit Before Tax (PBT) increased by 15.95 % from 716.00 lakhs in theprevious year to T 830.24 Lakh.

• Profit after tax (PAT)increased by11.21 % from? 601.33 lakhs in the previousyear to T 668.76 Lakh.

Dividend:

Keeping in view to further improve the capacity utilization and consolidate itsexisting facilities the Board has considered prudent to conserve and retain the profitfor further improvement. The Board regrets its inability to recommend any dividend.

SHARE CAPITAL:

The paid up equity capital as on March 31 2017 was T 2206.50 Lakhs. The Company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity during the year.

Finance:

Cash and cash equivalents as at March 312017 was T 806.32 lakhs. The company continuesto focus on judicious management of its working capital receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring.

CREDIT RATING

Brickwork Rating India Pvt.Limited continued to reaffirm their rating of BBB(outlookstable)for your Company's Banking Facilities throughout the year enabling your Company toavail facilities from banks at attractive rates indicating a degree of safety for timelypayment of financial obligations.

fixed DEPOSITS:

During the financial year under review the company did not accept any deposits coveredunder chapter V of the Companies Act 2013 and Section 73 of the Companies Act 2013 andthe Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

There were no Loans Guarantees and Investments covered under Section 186 of theCompanies Act 2013.

The details of the investments made by company is given in the notes to the financialstatements.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments have occurred after the close of the year till thedate of this report which affect the financial position of the Company.

As such there is no significant and material order by the regulator/court/tribunal/impacting the going concern status and the Company operation in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen embedded in the business processes and continuous monitoring of the internalfinancial control systems by the internal auditors during the course of their audits. Webelieve that these systems provide reasonable assurance that our internal financialcontrols are designed effectively and are operating as intended.To maintain itsobjectivity and independence the Internal Audit function reports to the Chairman of theAudit Committee of the Board & to the Chairman & Managing Director.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During the year the company has spent ' 67725 towards corporate social responsibility(CSR) under Section 135 of the Companies Act 2013 and rules thereon by way ofcontribution to schools for their development.

As part of its initiatives under "corporate social responsibility"(CSR) thecompany was identifying during the year the right project which align with its CSR policyfor investment in CSR activity. The Company has kept aside the amount of ' 1169155 forCSR and shall be spent in the next financial year 2017-18 once the CSR project isfinalized.

Details about the CSR policy is available on our website http:// www.archidply.com/.

The annual report on our CSR activities is appended as Annexure A to the Board'sreport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure "C"to this Report.

INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

DIRECTORS:

Mr.Shyam Daga Executive Director of the Company retire at this AGM being eligible forappointment offer himself for there- appointment at this AGM.

None of the Directors of your Company is disqualified as per provisions of Section164(2) of the Companies Act 2013. The Directors of the Company have made necessarydisclosures as required under various provisions of the Companies Act.

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and as per therequirement of SEBI (LODR) Regulation 2015.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of corporate governance. Webelieve sound corporate governance is critical to enhance and retain investor trust. Ourdisclosures seek to attain the best practices in corporate governance as prevalentglobally. We have implemented several best corporate governance practices in the Companyto enhance long-term shareholder value and respect minority rights in all our businessdecisions. Our corporate governance report for FY 2016-17 forms part of this AnnualReport. The requisite certificate from the auditors of the Company confirming compliancewith the conditions of corporate governance as stipulated under SEBI (LODR) Regulation2015 is annexed to the corporate governance report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Company has devised a Policy for performance evaluation of the Board Committees andother individual Directors (including Independent Directors) which includes criteria forperformance evaluation of the Non-executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategybenchmarks established by global peers etc. which is in compliance with applicable lawsregulations and guidelines.

The Board carried out annual performance evaluation of the Board Board Committees andIndividual Directors and Chairperson. The Chairman of the respective Board Committeesshared the report on evaluation with the respective Committee members. The performance ofeach Committee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by theChairman of the Board.

MEETINGS:

The board met four times during the financial year the details of which are given inthe corporate governance report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls established and maintained by theCompany reviews performed by Management in concurrence with the Audit Committee is of

the opinion that the Company's internal financial controls were adequate and effectiveas on 31st March 2017.

In Compliance with section 134(5) of the Companies Act 2013 the Board of Directors tothe best of their knowledge and hereby confirm the following:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating 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 controls are adequate and operating effectively.

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arms' length basis.

During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thePolicy of the Company on materiality of related party transactions.

All Related Party Transactions are placed before the Audit Committee. Prior omnibusapproval of the Audit Committee is obtained on a yearly basis for the transactions whichare of a foreseen and repetitive nature. The transactions entered into pursuant to theomnibus approval so granted are audited and a statement giving details of all relatedparty transactions is placed before the Audit Committee for their approval on a quarterlybasis.

The policy on Related Party Transactions as approved by the Board has been uploaded onthe Company's website www.archidply . com.There are nomaterially significant related party transactions that may have potential conflict withinterest of the Company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company. FAMILIARISATION PROGRAMME :

The details of the faimiliarisation programme undertaken have been provided in theCorporate Governance Report.

EXTRACT Of THE ANNUAL RETURN:

In accordance with section 134(3) (a) of the Companies Act 2013 an extract of theannual return in the prescribed format is enclosed herewith as Annexure "E" tothe Board's report.

CODE OF CONDUCT:

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

VIGIL MECHANISM:

In pursuance to the provisions of section 177(9) & (10) of the Companies Act2013the Vigil Mechanism of the Company which also incorporates a whistle blower policyin terms of the Listing Regulations includes an Ethics & Compliance Task Forcecomprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the TaskForce or to the Chairman of the Audit Committee. The vigil mechanism and whistle blowerpolicy is put on the Company's website and can be accessed at:

http://www. archidply.com.

STATUTORY AUDITOR'S REPORT:

The Auditors Report to the Shareholder does not contain any reservation Qualificationor adverse remark. The observation made in the Auditors Report read together with relevantnotes thereon are self-explanatory and hence do not call for any further comments underSection 134 of the Companies Act 2013.

SECRETARIAL AUDIT REPORT

The Board appointed Mr. Deepak Sadhu Practicing Company Secretary to conductSecretarial Audit for the FY 2016-17. The Secretarial Audit Report for the financial yearended March 31st 2017 is annexed herewith marked as Annexure D to this Report.The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.

AUDITORS

M/S GRV & PK & Co. Chartered Accountant who are Statutory Auditors of theCompany will hold office up to the forthcoming Annual General Meeting. As per theCompanies Act 2013 a new firm M/S Priti Jhawar & Co. Chartered Accountant (Firm Reg.No. 328818E) has been recommended for appointment as Statutory Auditor of the Company fora term of 5 Year from the Conclusion of the forthcoming Annual General Meeting of theCompany subject to ratification by the Shareholder at Annual General Meeting everysubsequent year.

BUSINESS RISK MANAGEMENT:

your Company has an elaborate Risk Management Framework which is designed to enablerisks to be identified assessed and mitigated appropriately. On the basis of riskassessment criteria of the Company has been entrusted with the responsibility to assistthe Board in:

(a) Overseeing and approving the Company's enterprise wide risk management framework;and

(b) Overseeing that all the risks that the organization faces such as financialcredit market liquidity security property IT legal regulatory reputational andother risks have been identified and assessed and there is an adequate risk managementinfrastructure in place capable of addressing those risks.

The Audit Committee of the Board evaluating risks management policy of the Company onquarterly basis. A risk management policy is available on our website http://www . archidply.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Particulars of employees remunerationas required under section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formsa part of this report. Considering first proviso to Section 136(1) of the Companies Act2013 the Annual Report excluding the said information was sent to the members of theCompany and others entitled thereto. The said information is available for inspection atthe registered office of the Company during working hours up to the date of ensuing annualgeneral meeting. Any member interested in obtaining such information may write to theCompany Secretary in this regard.

EQUAL OPPORTUNITY & PREVENTION OF SEXUAL HARRASMENT:

The Company has always provided a congenial atmosphere for work to all employees thatis free from discrimination of any kind. It has provided equal opportunities of employmentto all without regard to the nationality religion caste colour language maritalstatus and sex.

The Company has also framed policy on 'Prevention of Sexual Harassment' at theworkplace. We follow a gender-neutral approach in handling complaints of sexual harassmentand we are compliant with the law of the land wherever we operate. There was no complaintrelated to sexual harassment during the Year 2017.

COMMITTEES Of THE BOARD:

Currently the board has four Committees: the Audit Committee the Nomination andRemuneration Committee the Corporate Social Responsibility Committee and the StakeholdersRelationship Committee. The majority of the members of these committees are Independentand non-executives.

A detailed note on the composition of the board and other committees is provided in thecorporate governance report section of this annual report.

CEO AND CFO CERTIFICATION:

Pursuant to the Listing Regulations the CEO and CFO certification is attached with theAnnual Report. The Managing Director & CEO and the Chief Financial Officer alsoprovide quarterly certification on financial results while placing the financial resultsbefore the Board in terms of the Listing Regulations.

LISTING FEES:

The Equity shares of the Company are listed with Bombay Stock Exchange Ltd. (BSE) &National Stock exchange of India Limited (NSE). The annual listing fee for the year2017-18 was paid within the scheduled time to BSE & NSE.

ACKNOWLEDGEMENT:

The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Boards ofDirectors also wish to place on record its deep sense of appreciation for the committedservices by the Company's executives staff and workers.

For and on behalf of the Board of Directors Deen Dayal Daga

(Chairman)

Place : Bengaluru Date : 30th May 2017

ANNEXURE " B" TO DIRECTORS' REPORT

PARTICULARS PURSUANT TO SECTION 194(12) OF THE COMPANIES ACT 2013 AND THE RULES MADE

Thereunder:

(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the Financial year :

Executive Directors Ratio to Median Remuneration
Mr. Deen Dayal Daga 13.89
Mr. Shyam Daga 13.89
Mr. Rajiv Daga 13.89

(ii) Percentage increase in the remuneration of the Directors Managing Director&CFO Joint Managing Director & CEO and Company Secretary in the Financial Year:

Directors Managing Director & CFO Joint Managing Director & CEO and Company Secretary % increase in the

remuneration in the financial year

Mr. Deen Dayal Daga Chairman 00.00%
Mr. Shyam Daga Managing Director & CFO 33.33 %
Mr. Rajiv Daga Joint Managing Director & 33.33 %
CEO
Mr. Rajneesh Sharma Company Secretary 14.60 %

 

As on Issued Capital (Shares) Market Price in ' EPS in ' P/E Ratio Market Capitalization (' In lakhs)
31.03.2016 22065000 45.95 2.73 16.86 10138.87
31.03.2017 22065000 70.15 3.03 23.15 15478.60
Increase/(Decrease) NIL 24.20 0.30 6.29 5339.73
Issue price at the last public Offer 74.00
Increase/(Decrease) in market price as on 31.03.2017 as compared to the issue price (3.85)
% Increase/(Decrease) (5.20)

(iii) The percentage increase in the median remuneration of employees in the financialyear : 5.02 %

(iv) The number of permanent employees on the rolls of the company: 452

(v) The explanation on the relationship between average increase in remuneration andcompany performance:

The Company's PAT increased from ' 601.32 lakhs in the previous year to ' 668.76 lakhsan increase of 14.81 % against which the average increase in remuneration is 10%; and thisincrease is aligned with the Company's Remuneration Policy.

(vi) Comparison of the remuneration of the Key Managerial Personnel (KMP) against theperformance of the Company.

The aggregate remuneration to the KMP is ' 115.20 Lakhs which is 3.68% of the Company'sincome from operations of ' 26896 Lakhs and 14.81 % of Profit After Tax of ' 668.76 Lakhs.As per the Company's Remuneration Policy the Compensation of the key managerial personnelis based on performance industry and working of the Company and its goal.

(vii) Variations in the market capitalization price earnings ratio as at the closingdate of the current financial year andprevious financial year and percentage increase overdecrease in the market quotations of the shares of the companyin comparison to the rate atwhich the company came out with the last public offer .

(viii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereofand point out if thereare any exceptional circumstances for increase in the managerial remuneration;

The average increase in salaries of employees other than managerial personnel in2016-17 was 8% increase in the managerial remuneration for the year was 20%.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company :

Name CTC (' in lakhs) pat (' In lakhs) PAT Increase in %
Mr. Shyam Daga Managing Director & CFO 38.40

668.76

8.21%%

Mr. Rajiv Daga Joint Managing Director & CEO 38.40
Mr. Rajneesh Sharma Company Secretary 22.22

(x) The key parameters for any variable component of remuneration availed by thedirectors:

No directors have been paid any variable remuneration.

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year : NiL.

(xii) The Company hereby affirm that the remuneration is as per the remuneration policyof the company.

(xiii) There are no employees of the Company drawing the salary more than theprescribed limit under the Rule 5(2) & 5(3)of the Companies ( Appointment &Remuneration of Managerial Personnel) Rules 2014 .

For and on behalf of the Board of Directors

Place : Bengaluru Deen Dayal Daga

Date : 30th May 2017 (Chairman)

ANNEXURE "C"TO THE DIRECTORS' REPORT

UNDER THE RULE 8 OF COMPANIES (ACCOUNTS) RULES 2014.

A. CONSERVATION OF ENERGY

The conservation of energy has assumed paramount importance due to the rapid growth ofprocess industries causing substantial energy consumptions in operations. And this hasmade pathway to conservation of energy which can be affected through process and machinerymodifications and implementation of technological advancements relating to processoptimization as well as development of newer methods to meet the challenge of substantialenergy saving in processing. Thus there is a necessity for replacing the conventionalmethods by the latest processes which will lead to considerable savings in terms ofenergy money and time.

Through continuously improving its manufacturing process and efficiency at its allplants and offices the Company continues in its endeavor to improve energy conservationand utilization by taking the measures of fuel conservation i.e. Fuel selectionFuelhandling and storageFuel combustion Maintenance of machine Waste heat recoveryAlternate sources of fuel Renovation / replacement of existing plants and Processmodification.Further in our offices the steps for the conservation of energy iscontinuously followed by way of using the energy efficient light bulbs switching off thecomputers/lights/air conditioners when not in use etc.

Your Company will continue to monitor and control overall energy expenses in relationto the growth in the scale of operations.

b. research and development (R & D)

• Specific areas in which R & D carried out by the Company:

The Company is equipped with research and development facilities in its own unit wherethe professional and experienced staff of the company regularly keep testing in the way ofproduct improvement and process optimization with a view to reduce cost & increaseefficiency.

The company has its own developed adhesive resign plant & glue formation processwhich help in low formaldehyde emissions.

• Benefit derived as a result of the above R & D:

The Company has derived the benefit of reduction in the cost of production &development of eco-friendly processes result in less quantity of effluent and emission.

Place : Bengaluru Date : 30th May 2017

• Future Plan of action:

R&D will focus on products leading to further cost reduction and reduced load onenvironment.

• Expenditure on R & D:

No capital expenditure is done towards the R&D. The Company continuously incursexpenses for improving theprocesses product quality etc they cannot be specificallyidentified as research & development expenses. Thus the same has not been shownseparately.

TECHNOLOGY. ABSORPTION. ADAPTATION AND INNOVATION.

• Efforts in brief made towards technology absorption adaptation and innovation:

The Company has continued its endeavor to absorb the best of technologies for itsproduct range from various sources such as know-how from its associate Companies theirown data bank published literature etc. It also actively participates in relevantstandards bodies and forums. This helps increase the knowledge base within the Companyand enhances the ability of the Company

your Company continues to track trends and latest developments in various technologyareas. your Company also undertakes continuous quality improvement programs to helpincrease efficiencies and productivity.

• Benefits derived as a result of the above efforts:

Benefits derived from these efforts include process rationalization product qualityimprovement and environmental friendly.

• Imported technology :

There is no imported technology during the year

C. FOREIGN EXCHANGE EARNING & OUTGO:

Earnings : ' 76892278

Outgo : on account of Raw materials Stores Capital

Goods Foreign Travelling and Sales Promotions T 463643028

For and on behalf of the Boardof Archidply Industries Limited

Deen Dayal Daga

(Chairman)

ANNEXURE "D" TO DIRECTORS' REPORT Form No MR - 3 SECRETARIAL Audit REPoRT

FOR THE FINANCIAL YEAR ENDED March 312017

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

ARCHIDPLY INDUSTRIES LIMITED

Bangalore

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ARCHIDPLY INDUSTRIES LIMITED.(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the financial year ended on March 31 2017 (the audit period) complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance- mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company during the audit period according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings: There were no FEMA provisions applicable during the Auditperiod.

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not Applicable to the Company during the Audit Period);

(d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not Applicable to the Company during the Audit Period);

(e) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(f) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not Applicable to the Company during the Audit Period); and

(g) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not Applicable to the Company during the Audit Period);

(vi) Other laws applicable specifically to the Company namely:

(a) Factories Act 1948

(b) Employees' Provident Funds and Miscellaneous Provisions Act 1952

(c) The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

(d) Payment of Bonus Act 1965

(e) Payment of Wages Act 1936 and

(f) Employees' State Insurance Act 1948

(g) Central Excise Act 1944

(h) Central Sales Tax Act 1956

(i) Payment of Gratuity Act 1972

(j) Minimum Wages Act 1948

(k) Water (Prevention and Control of Pollution) Act 1981

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India onMeetings of the Board of Directors and General Meeting.

(ii) SEBI (Listing Obligations and Disclosure Requirements) 2015 for the year ended31st March 2017 with Bombay Stock Exchange Limited and National Stock Exchange of IndiaLtd.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I have not examined compliance by the Company with:

(a) Applicable financial laws like direct and indirect tax laws since the same havebeen subject to review by statutory financial audit and other designated professionals.

I further report that :

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.

There are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.

I further report that during the audit period there were no instances of:

(a) There was no event / action having a major bearing on the Company's affairs inpursuance of the above referred laws rules regulations guidelines etc.

Deepak Sadhu

Palace: Bengaluru ACS No: 39541

Date : 30th May 2017 CP No : 14992