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Autolite (India) Ltd.

BSE: 500029 Sector: Auto
NSE: AUTOLITIND ISIN Code: INE448A01013
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OPEN 73.90
CLOSE 71.35
VOLUME 6135
52-Week high 110.60
52-Week low 48.45
P/E
Mkt Cap.(Rs cr) 81
Buy Price 0.00
Buy Qty 0.00
Sell Price 72.35
Sell Qty 80.00

Autolite (India) Ltd. (AUTOLITIND) - Director Report

Company director report

To

The Members

Autolite (India) Limited

Jaipur

Your directors have pleasure in presenting the 40th Annual Report togetherwith the Audited statement of accounts of Autolite (India) Limited for the year endedMarch 312017.

l.FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars

Consolidated

Standalone

31.03.2017 31.03.2016 31.03.2017 31.03.2016
Net Sales including Excise Duty 12281.49 13502.70 12241.56 13476.48
Total income after Excise Duty 11457.60 12875.04 11417.64 12848.82
Total Expense other than Interest Depreciation & Tax 10600.22 11860.70 10559.57 11834.59
Profit for the year [PBIDT] (Before Interest Tax Depreciation) 857.38 1014.34 858.07 1014.23
Financial Expenses 524.78 636.25 524.71 636.16
Cash Profit/fLoss) 332.60 378.09 333.36 378.07
Depreciation 273.12 234.10 273.12 234.10
Net Profit/Loss before Tax and Extra Ordinary Items 59.48 143.99 60.24 143.97
Provisions for Tax 12.75 83.40 12.75 83.00
Extra Ordinary Gains/fExpensesl 0.00 0.00 0.00 0.00
Net Proflt/(Loss) After Extra Ordinary Items 46.73 60.59 47.49 60.97

NOTE: The consolidate figures comprises of Autolite flndial Limited. laipur and AutopalInc. USA which is Wholly Owned Foreign Subsidiary Company.

2. STATE OF COMPANY'S AFFAIRS

During the year under review the Company reported Consolidated Gross Annual Turnoverof Rs. 12281.49 Lakhs as against Rs. 13502.70 Lakhs in financial year 2015-16 as a resultof political unrest in many countries resulting in the decline in export sales and theeffect of demotaisation has also affected the decline in domestic sales. Further therewas decline in the Consolidated Net Profit of Rs. 46.73 Lakhs in the year 2016-17 asagainst Rs. 60.59 Lakhs earned in the year 2015-16.

3. RECOMMENDATION OF DIVIDEND:

In order to conserve and plough back the resources your directors have not recommendedany dividend for the year on equity shares of the Company.

4. DIRECTORS' AND KEY MANAGERIAL PERSONNEL:

There was no change in composition of Board of Directors and Key Managerial Personnelduring the year under review.

The continuation of appointment of Mr. Mahipal Gupta is to be approved by shareholdersfor remaining tenure by way of special resolution who will attain the age of 70 years onSeptember 13 2017.

Further the variation in terms of appointment of Mr. Amit Mahipal Gupta and Mr. AdarshMahipal Gupta is proposed by making them Directors liable to retire by rotation.

At the 40Ul Annual General Meeting Mr. Kuldeep Kumar Gupta Non executivedirector is liable to retire by rotation and being eligible offer himself forre-appointment

5. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

In line with the provision of Section 149 (7] of the Companies Act 2013 the Board hasreceived the declarations from the Independent Directors of the Company that they meetsthe criteria of Independence as prescribed under Section 149 (6) of the Companies Act2013 read with the Rules made thereunder.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3] (c] of the Companies Act 2013 the Directors confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures;

ii. the Directors have 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 ended onMarch 31 2017 and of the profit of the Company for

that period;

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

iv. the Directors had prepared the annual accounts on a going concern basis.

v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

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

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed Report on Management Discussion and Analysis is annexed in [Annexure-1] thatforms part of this Board Report

8. AUDITORS AND THEIR QUALIFICATION:

i. Statutory Auditors -

During the year under review M/s H.C. Garg and Company Chartered Accountants (FirmRegistration No. 000152Q had resigned from the office of Statutory Auditor videresignation letter dated August 242016. The Board after discussion accepted theresignation placed by the Statutory Auditor in their meeting held on August 312016.

At the 39th Annual General Meeting held on 30th September 2016the shareholders approved the appointment of M/s Madhukar Garg & Co CharteredAccountants (Firm

Registration No. 000866C) as the Statutory Auditor of the Company for a term of five(5) consecutive years commencing from the conclusion of 3901 Annual GeneralMeeting till the conclusion of 44th Annual General Meeting of the Company subject to ratification at every subsequent Annual General Meeting.

It is now proposed to ratify the appointment of M/s Madhukar Garg & Co. CharteredAccountants (Firm Registration No. 000866C) from the conclusion of 40th AnnualGeneral Meeting till the conclusion of 41st Annual General Meeting at suchremuneration as may be decided mutually by the Auditors and the Board of directors.

The Audit Report given by M/s Madhukar Garg and Company Chartered Accountantshereunder is forming part of the Annual Report

Explanation by the Board on qualifications made by Statutory Auditor:

Auditor qualification no: 1 No impact was taken in the books for deferred taxassets/liabilities

Management reply to Auditor's Qualification:

Regarding the observations made by Auditors for the Accounting Standard AS-22(Accounting for Taxes on Income) we comment that the Company is paying its tax liabilitycalculated as per the provisions of MAT under Section 115JB of Income Tax Act 1961. Thedeferred tax assets and liabilities arises on account of timing difference of some of theitems which has been mentioned in the Income Tax Act and are notional items which do nothave any bearing on the profitability of

the Company. Therefore its impact is taken if the books of accounts it will not haveany bearing on any profitability of the Company. Further there is no convincing evidenceof virtual certainty of realization of deferred tax asset arising out of timingdifference.

Auditor qualification no: 2 The Company has credited Rs.308.68 Lakhs in earlier yearsfor export incentives in Profit & Loss Account on estimated basis. The concerneddepartment is examining the claim filed by the Company. The Company is in the process toprovide desired information. Further no payment has been received upto 31.03.2017 againstexport incentives so credited

Management reply to Auditor's Qualification:

The Company has recognized export incentive receivable on accrual basis as perprevailing provisions of the export incentive schemes announced by the Government of Indiafor export promotion. The Company has availed export claim in the year 2016-17 pertainingto the same year from the Government. For balance amount claim of Rs. 308.68 Lakhsnecessary hearing is held and the Company is in process of providing various documentsclarifications and explanations as required by Government Authorities and Company hopes toget the above claim settled with the Government Authorities very soon.

Auditor qualification no: 3 No Provision for doubtful advance against job work for Rs.656.13 Lakhs to a company which is registered as sick unit with Board for Industrial andFinancial Reconstruction has been made in Profit and Loss Account.

Management renlv to Auditor's Qualification:

With regard to the advance made to a company which is registered with Board forIndustrial and Financial Reconstruction (BIFR) against which no provision was made wewish to state that till last year the Company was doing job work exclusively for Autolite(India] Limited on regular basis for last many years and the manufacturing facilities wereexclusively dedicated for the job work of Autolite (India] Limited. The Company washopeful to recover the dues from Anusika Industries Limited out of job work carried out byAnusika Industries Limited.

However the balance was increasing year after year. Now the management has decided todiscontinue the job work which was undertaken by Anusika Industries Limited.

Further in the absence of any order from Hon'ble BIFR the management is unable toquantify the sacrifice which the Company may have to make. The Company will recover theamount as per the scheme as and when sanctioned by Hon'ble BIFR and remaining amount willbe written off in due course.

Auditor qualification no: 4

(i) The Company has lodged claims for development cost for Rs. 252.00 Lakhs and fordues against supplies for Rs. 3.16 Lakhs on Pal Peugeot Limited Mumbai before ReceiverHigh Court of Mumbai on 03.06.2004 under suit No. 3636 CR 1999 and further the claim wasalso filed before Official Liquidator Mumbai on 23.09.2006. As per the informationreceived the land of Pal Peugeot Limited is disposed-off by the Receiver/OfflcialLiquidator and amount realized is Rs.726.00 Crore and settlement of claim process willstart soon.

(ii) The Company has lodged criminal suit for loss on account of Debit of Duty FreeLicenses and clearing charged for Rs.62.00 Lakhs on M/s. Megha Enterprises Mumbai. Torecover the above amount the Company has lodged an FIR before the authorities.

In view of the above the Management on the basis of legal opinion is of the view thatRs.90.00 Lakhs (which has been in credited in earlier years) is expected to be recoveredfrom both the parties and accordingly considered as claim receivable but no amounthasbeen recovered till date.

Management reply to Auditor's Qualification:

Regarding the observations made by Auditors for claim receivable of Rs. 90 Lakhs wecomment that Company has lodged claims of development cost and also the supplies againstPal Peugeot Limited Mumbai with receiver/ Official Liquidator attached to Bombay HighCourt The Claim is under process and the Company hopes to get the amount of claims onfinal decision of Bombay High Court in respect of settlement of claims against Pal PeugeotLimited. Further company has filed criminal suit in the court against Megha Enterprisesfor loss of duty free license benefit and hopes to recover the same. Based on the legalopinion. Management is of the view that Company shall be able to recover the amount innear future and as such it was recognized as claims receivable.

Auditor qualification no: 5 The Company has treated Deferred Revenue Expenditure forRsl99.40 Lakhs as an asset in Balance Sheet These expenditure are related to years upto31.03.2013. The accounting policy adopted by the Company is contrary to the treatmentprescribed in AS-26 (Intangible Assets) which require such expenditure to be written offin Profit & Loss Statement in

the year of incurring expenditure.

Management reply to Auditor's Qualification:

Regarding the observations made by Auditors for the Accounting Standard AS-26[Intangible Assets] we comment that the Company had treated new export developmentexpenses through participation in Foreign Trade Fairs New product development andtechnical know how as deferred revenue expenses whose benefit shall accrue to the Companyover a period of time. Hence management had treated these expenses as deferred revenueexpenses which are to be amortized over a period of time. Now due to change in AccountingStandard on Deferred Revenue Expenditure issued by The Institute of Chartered Accountantsof India the Deferred Revenue Expenditure are to be booked in full in the year of itsincurrence of the expenditure without any carry forward for future period. Deferment ofDRE is now not allowed as per change in Accounting Standard. During the year the Companyhas not booked any expenditure on DRE account. However balance of earlier years DRE forwriting off remained Rs. 199.40 Lakhs which Company shall write off in the financialyear2017-18.

Auditor qualification no: 6 The Company has not provided againstNon-Recoverable/Unadjusted Advances for Rs. 119.89 Lakhs. These advances are recoverablein cash or kind or value to be received. However no adjustment has been made in books ofaccounts.

Management reply to Auditor's Qualification:

The advances were given to some of the parties against the supplies of goods orservices amounting to Rs. 119.89 Lakhs as mentioned above. The Company is in process ofrecovering the advance given. However due to some dispute and account reconciliation thesame could not be recovered/adjusted in the current year in the books of accounts of theCompany. Company hopes to settle the account in the financial year 2017-18 for recovery/adjustment

ii. Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel] Rules 2014 the Board of Directors of the Companyhas appointed M/s JPS & Associates Company Secretaries (C.P. No.5161J as theSecretarial Auditor of the Company in its meeting held on June 22016 for the FinancialYear 2016-17. The Secretarial Audit Report is annexed in [Annexure-2 ] forming part of theBoard Report Explanation by the Board on qualifications made by Secretarial Auditor:

Secretarial Auditor qualification no:l&2

1 There were instances of late deposit of statutory dues under various statutes.

2. There were instances of late filing of various forms and returns under variousenactments

Management reply to Secretarial Auditor's Qualification Nol&2:

Due to liquidity constraints there has been delay in depositing statutory dues withappropriate authorities during the period under review. In view of the late deposition ofstatutory dues there was delay in filing returns with appropriate authorities.Secretarial Auditor qualification no: 3 Non- Compliance u/s 185 of the Companies Act 2013

Management reply to Secretarial Auditor's Qualification No 3:

The Company is under the process of recovering the amount of advances made to theparties covered under Section 185 of the Companies Act 2013. The parties are in regularbusiness process as such management is confident to recover the amount in due course oftime.

Secretarial Auditor qualification no: 4 Non-filing of Cost Audit report for financialyear 2015-16

Management reply to Secretarial Auditor's Qualification No 4

The Company is in process of filing the same at the earliest.

Secretarial Auditor qualification no: 5

The Company has not applied for approval of Central Government for re-appointment ofManaging Director and Whole-time directors as per the provisions of Section 196197 andSchedule V of the Companies Act 2013 Management reply to Secretarial Auditor'sQualification No 5:

The Company is under the process of applying to the Central Government forreappointment of Managing Director and Whole-time directors as per the provisions ofSection 196 197 and Schedule V of the Companies Act 2 013. N ecessaiy facts figures anddocuments are being compiled for the above said purpose

iii. Cost Auditor-

Pursuant to the provision of Section 148 of the Companies Act 2013 M/s PRJ &Associates Cost Accountants (Firm Registration Number: 101998') was appointed as theCost Auditors of the Company to carry out an audit of Cost Accounting Records of theCompany for the financial year 2 016-17. The due date for filing the Cost Audit Report forthe financial year 2016-17 with the Ministry of Corporate Affairs (MCA} is 180 days fromthe end of Company's financial year i.e. 27th September 2017.

Further the Board of Directors has appointed M/s PRJ & Associates CostAccountants as Cost Auditors of the Company for the financial year 2017-18. Yourdirectors have proposed the ratification of remuneration by the members payable to PRJ& Associates Cost Accountants (Firm Registration Number: 101998).

9. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as perProvisions of Section 92 (3} Companies Act 2013 read with Rule 12 of the Companies(Management and Administration] Rules 2014 is annexed in [Annexure-3] forming part of theBoard Report

10. BOARD AND COMMITTEE:

The Board of Directors met Six (6] times during the Financial Year 2016-17 the detailsof which are given in the Corporate Governance Report annexed in [Annexure-4 ] that formspart of this Board Report The intervening gap between the meetings were within the periodprescribed under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Board of Directors have delegated their powers in compliance with the provisions ofCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 to the following committees of the Board.

i. Audit Committee

ii Nomination & Remuneration Committee iii. Stakeholders' Relationship Committeeiv Share Transfer Committee.

The details of the abovementioned committees are given in the Corporate GovernanceReport annexed in [Annexure-4 ] that forms part of this Board Report

11. RESERVES & SURPLUS:

Inter-alia with the provisions of Section 134(3) (j) of the Companies Act 2013 theCompany has not transferred any amount out of the profits to the Reserves of the Company.The detailed bifurcation of the Reserve & Surplus account is mentioned in [Note- 4] ofthe Notes of the Financial Statement that forms part of this Annual Report.

12. LOAN. GUARANTEE OR INVESTMENT:

The particulars of Loans Guarantees or investment made under the provision of Section186 of the Companies Act 2013 are given in the Financial

Statements that forms part of this Annual Report

13. RELATED PARTY TRANSACTIONS:

The Audit Committee reviews the policy from time to time and also reviews all theRelated Party Transactions to ensure that the same are in line with the provisions of Lawand Policy. The Committee approves the Related Party Transactions and wherever it is notpossible to estimate the value approves limit for financial year based on bestestimates. None of the transactions approved in the financial year breached Arm's lengthand ordinary course criteria and those are within materiality threshold. All the RelatedParty Transactions entered during the year were in ordinary course of the Business anddone on Arm's Length basis. No Material Related Party Transactions were entered during theyear by your Company. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is notapplicable.

In conformity with the requirements of the Companies Act 2013 read with Regulation 23of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thepolicy to deal with Related Party Transactions was formulated which is also available onCompany's website at www.autopal.com .

14. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub Section (12) ofSection 143 during the year under review.

15. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION:

In terms of sub Section (3) of Section 178 of the

Companies Act 2013 read with Regulation 19 of the SEBI (Listing Obligation andDisclosures Requirement] Regulations 2015 the policy pertaining to Director'sAppointment and Remuneration is enumerated by the Company and the details are given in theCorporate Governance Report annexed in [Annexure- 4] that forms part of this Board Report

16. ANNUAL EVALUATION OF THE BOARD'S PERFORMANCE:

In terms of clause (p) of sub Section (3] of Section 134 of the Companies Act 2013 andas per the policy framed and approved by the Board of Directors of the Company in linewith the terms of Regulation 19 of the SEBI (Listing Obligation and DisclosuresRequirement] Regulations 2015 the annual evaluation of the Independent Director's Boardof Director's and its Committees are given in the Corporate Governance Report annexed in[Annexure- 4] that forms part of this Board Report

17. CORPORATE SOCIAL RESPONSIBILITY:

In terms of clause (o] of sub Section (3] of Section

134 of the Companies Act 2013 every Company is required to detail the expenditure madeas Corporate Social Responsibility but as per Section

135 of the Companies Act 2013 the provisions mentioned thereto doesn't apply on theCompany.

18. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in Production of Automotive Head Lamps and Halogen Bulbs andthere was no change in the nature of business during the year under review.

19. BUSINESS RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The main identified risks at the Company are commercial risks legal & regulatoryrisk. Your Company has established a comprehensive risk management policy to ensure thatrisk to the Company's continued existence as a going concern and to its development areidentified and addressed on timely basis. Risk management strategy as approved by theBoard of Directors is implemented by the Company management.

Your Company maintains an adequate and effective Internal Control System commensuratewith its size and complexity. Internal control systems provide among other things areasonable assurance that transactions are executed with Management authorisation and thatthey are recorded in all material respects to permit preparation of financial statementsin conformity with established accounting principles and that the assets of your Companyare adequately safeguarded against significant misuse or loss. An independent InternalAudit function is an important element of your Company's internal control system. Theinternal control system is supplemented through an extensive internal audit programme andperiodic review by Management and Audit Committee.

The Company has in place adequate Internal Financial Controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

20. MATERIAL CHANGES AND COMMITMENT AFFECTING COMPANY'S BUSINESS:

Except as disclosed elsewhere in this Report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

21. COMPANIES CEASED TO BE ITS SUBSIDIARIES. 1QINT VENTURES AND ASSOCIATE:

During the year under review the Company is having a wholly owned subsidiary in USA byname Autopal INC. USA. The AOC-1 as prescribed under Section 134 ofthe Companies Act 2013is annexed in [Annexure-7] forming part of this Board Report.

22. SIGNIFICANT OR MATERIAL OREDRS PASSED BY REGULATORS. COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S FUTURE OPERATIONS:

There is no significant or material order passed during the year by any regulatorscourts or tribunals impacting the going concern status of the Company or its futureoperations.

23. SEXUAL HARRASMENT:

The Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal] Act 2013.

24. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION:

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1] Companies (Appointment andRemuneration of Managerial Personnel] Rules 2014 are given in [Annexure- 8] that formspart of this Board Report

Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2] & 5(3] of Companies (Appointment and Remuneration ofManagerial Personnel] Rules 2014 forms part of this Report. As per the provisions ofSection 136 of the Act the Report and Accounts are being sent to the shareholders of theCompany and others entitled thereto.

25. DEPOSITS:

There was no deposit at the beginning of the financial year. Further your Company hasnot accepted any fixed deposits under Chapter V of Companies Act 2013 during thisfinancial year and as such no amount on account of principal or interest on deposits frompublic was outstanding as on 31st March 2017. Since there were no depositsoutstanding or accepted during the year the provisions of Chapter V of the Companies Act2013 read with the Companies (Acceptance of Deposit] Rules 2014 are not applicable to theCompany.

26. PAYMENT TO NON-EXECUTIVE/INDEPENDENT DIRECTORS:

The non-executive/independent Directors are paid remuneration by way of sitting fees inaddition to any expenses incurred for attending the meeting of the Board or the Committee.The non-executive/independent directors are paid

sitting fees for each meeting of Board or Committee of Directors attended by them. Thetotal amount of sitting fees paid during the Financial Year 2016-17 was Rs. 2.50 Lacs. The

N on-executive/independent Directors do not have any material pecuniary relationship ortransaction with the Company.

Details of remuneration paid to the Non-Executive/independent Director:-

(Rs. Lakhs)

Name of the Director Sitting Fees for the year ended March 31 2017 Reimbursement of the expenses incurred for the year ended March 312017 No. of shares held as on March 31 2017
Mr. Gauri Shankar Das 0.80 0.00
Mr. Rajendra Singh Mehta 0.45 0.00
Mr. Kuldeep Kumar Gupta 0.60 0.00 Nil
Mr. Sooraj Prakash Batra 0.55 0.25
Mrs. Madhu Choudhary 0.10 0.00
Total 2.50 0.25

27. CORPORATE GOVERNANCE REPORT:

Your Company has put in place Corporate Governance practices. The Corporate GovernanceReport as annexed in [Annexure-4 ] and the Auditors' Certificate regarding compliance ofconditions of Corporate Governance is annexed in [Annexure-6 ] that forms part of thisBoard Report

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

Information required under Section 134(3) (m)

of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 for the financialyear ended 31st March 2017 in relation to the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are given in [Annexure-9 ] that formspart of this Board Report.

29. VIGIL MECHANISM:

The Company has implemented Whistle Blower Policy. All employees of the Company haveaccess to the Chairman of the Audit Committee in case they want to report any concern. ThePolicy on

Vigil Mechanism and Whistle Blower Policy is discussed in the Corporate GovernanceReport annexed in [Annexure-4 ] that forms part of this Board Report

30. AFFIRMATION OF COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIORMANAGEMENT

In accordance with Listing Regulations executed with the BSE Limited and the NationalStock Exchange of India Limited I Mahi Pal Gupta in my capacity as the Chairman &Managing Director of the Company hereby confirm that all members of the Board of Directorsand Senior Management Personnel of the Company have affirmed their compliance for thefinancial year 2016-17 with the Company's Code of Conduct.

31. CEO/ CFO CERTIFICATION

In accordance with Listing Regulations executed with the BSE Limited and the NationalStock Exchange of India Limited the compliance certificate duly signed by Chief ExecutiveOfficer

(CEO] and Chief Financial Officer (CFO] is annexed in [Annexure-5] that forms part ofthis Board Report.

32. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights

as to dividend voting or otherwise.

2. Issue of Shares (including Sweat Equity

Shares] to employees of the Company under any scheme. The Company has not resorted toany Buy Back of its shares during the year under review.

3. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

33. ANNEXURES:

The lists of Annexures forming part of the Board Report are as follows:

Name of the Annexure Annexure No.
Management Discussion and Analysis Report Annexure-1
Secretarial Auditor Report Annexure-2
Extract of Annual Return (MGT-9) Annexure-3
Corporate Governance Report Annexure-4
CEO / CFO Compliance Certificate Annexure-5
Compliance Certificate Regarding Compliance of Conditions of Corporate Governance from Statutory Auditors Annexure-6
Statement containing salient features of Subsidiary of the Company fAOC-1) Annexure-7
Ratio of the remuneration of each director to the median employee's remuneration Annexure-8
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo Annexure-9

34. APPRECIATION:

Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the efficient utilisation of the Company's resources for sustainable andprofitable growth.

The Directors would like to express their appreciation of the efficient and loyalservices

rendered by each and every employee without whose whole-hearted efforts the overallsatisfactory performance would not have been possible. Further your Directors would liketo thank for the co-operation received from the Bankers Central and State GovernmentClients Vendors and look forward for their continued support in future.

Your Directors look forward to the long term future with confidence.

DATE : 29th August 2017
PLACE: JAIPUR

 

BY ORDER OF THE BOARD
Sd/-
(MAHIPAL GUPTA)
CHAIRMAN & MANAGING DIRECTOR
DIN: 00057619