You are here » Home » Companies » Company Overview » Bombay Rayon Fashions Ltd

Bombay Rayon Fashions Ltd.

BSE: 532678 Sector: Industrials
NSE: BRFL ISIN Code: INE589G01011
BSE LIVE 15:40 | 17 Nov 132.85 -1.80
(-1.34%)
OPEN

136.45

HIGH

137.10

LOW

132.50

NSE 15:44 | 17 Nov 133.00 -2.05
(-1.52%)
OPEN

135.05

HIGH

137.35

LOW

132.10

OPEN 136.45
PREVIOUS CLOSE 134.65
VOLUME 3722
52-Week high 164.00
52-Week low 111.00
P/E
Mkt Cap.(Rs cr) 4,218
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 136.45
CLOSE 134.65
VOLUME 3722
52-Week high 164.00
52-Week low 111.00
P/E
Mkt Cap.(Rs cr) 4,218
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bombay Rayon Fashions Ltd. (BRFL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twenty Fourth AnnualReport of the Company together with the Audited Annual Accounts for the year ended 31stMarch 2017.

1. FINANCIAL AND OPERATIONAL PERFORMANCE:

a. Financial Results

Financial and Operational Results of the Company for the year ended 31stMarch 2017 as compared to the previous financial year is summarized below:

(Rs. in crores)

Particulars

Standalone For the Financial Year Ended

31-03-2017 31-03-2016
Revenue from Operations 3876.96 4171.62
Profit before Interest Depreciation and Tax 620.74 812.14
Less: Interest 671.75 596.65
Profit/(Loss) before Depreciation and Tax (51.01) 215.49
Less: Depreciation and Amortization 161.51 165.78
Profit / (Loss) before Tax (212.52) 49.71
Extra-ordinary items - -
Tax expenses 61.29 (26.29)
Minority interest - -
Profit / (Loss) after tax (151.23) 23.42

b. Operations:

The total sales of the Company for the year under review were loweredby 7.6% to Rs. 3876.96 Crores as against Rs. 4171.62 Crores in previous financial year.The reduction in sale is due to general market conditions and stress on working capital.Due to lowered operations the Company suffered loss of Rs. 151.23 crores during thefinancial year under review compared to Rs.23.42 crores profit as per IND-AS of previousfinancial year.

c. Report on Performance of Subsidiaries:

A report on the performance and financial position of each of thesubsidiaries are provided as Annexure - I and forms part of this report.

BRFL Europe B.V ceased to be a subsidiary of the company as the companyis closed down and no other company has become subsidiary of the Company during the yearunder review.

Additional information on Subsidiary companies:

i. Bombay Rayon Holdings Limited (BRHL)

BRHL holds 100% Equity of foreign subsidiaries BRFL Italia S.r.l.Italy & BRFL Italia Licensee S.R.L.

BRHL registered a Net loss of Rs. 2.91 crores for the year ended March31 2017.

ii. STI India Limited (STI).

The Company is running the unit of STI on job work basis for themanufacturing of yarn and knitted fabric. The part of manufactured yarn is used forcaptive consumption and the balance is sold.

STI has incurred a net Loss of Rs. 7.98 crores for the year ended March31 2017.

iii. DPJ Clothing Ltd U.K.

DPJ Clothing Limited is engaged in business of wholesale marketing anddistribution of clothing products. The said subsidiary is assisting in getting manymid-size retailers of Europe by providing the services either by direct import or byimport and delivery basis.

iv. BRFL Italia S.R.L Italy.

The Company owns the popular 'GURU' brand and is into the business ofretailing of ready-made garments as well as other accessories in Europe.

The retail operations being not viable in the current prevailingeconomic scenario are totally closed and the brand 'GURU' is put on license model forvarious popular products.

v. BRFL Italia Licensee S.R.L

BRHL had subscribed in the equity shares of BRFL Italia licensee S.R.La company whom licenses for brand 'GURU' has been transferred.

vi. BRFL Bangladesh Private Limited (BRFL Bangladesh).

The Company has yet to commence its operations.

d. Consolidated Accounts

The Consolidated Financial Statements of your Company for the financialyear 2016-17 are prepared in compliance with applicable provisions of the Companies Act2013 read with the Rules issued thereunder applicable Accounting Standards and theprovisions of SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as the "Listing Regulations"). The consolidated financial statementshave been prepared on the basis of audited financial statements of your Company andaudited and/or provisional financial statements of its subsidiaries as approved by theBoard of Directors of the said Companies. The Consolidated Financial Statement does notinclude the financials of BRFL Italia Licensee S.r.l BRFL Italia S.r.l DPJ ClothingLimited & BRFL Bangladesh Private Limited as the financials statements of thesecompanies for the respective year ended were not available.

e. Dividend:

Taking into accounts the losses of the Company your Directors have notrecommended any dividend for the financial year ended March 31 2017.

Pursuant to Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 top five hundred listed entities based onmarket capitalization are required to formulate a Dividend Distribution Policy. The Boardhas approved and adopted the Dividend Distribution Policy and the same is available on theCompany's Website viz. www.bombayrayon.com

f. Transfer to reserve:

In view of loss incurred during the year under review the board ofdirectors has not recommended any amount to reserves.

2. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls.

3. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

Full Particulars of Loans & Guarantees Given Investments made andSecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the financial statement (Pleaserefer to Notes 3 4 8 and 11 of the Standalone Financial Statement.)

4. PARTICULARS OF CONTRACTS/

ARRANGEMENTS/ TRANSACTIONS WITH RELATED PARTIES:

All contracts / arrangements / transactions falling within the purviewof Section 188 of the Companies Act 2013 entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. None of the transactions entered into by the Company with relatedparty were material in nature exceeding the limit 10% of annual standalone/consolidatedturnover of the Company.

The particulars of contracts or arrangements with related parties areforming part of notes to Accounts in this Annual Report.

All Related party transactions are placed before the Audit Committeeand subsequently before the Board for its approval. Omnibus approval is obtained on ayearly basis for transactions which are of repetitive nature as per the policy onMateriality of and Dealing with Related Party Transactions. The policy on related partytransactions as approved by the Board of Directors has been uploaded on the website of theCompany.

5. PAYMENT TO BANKERS AND STATUTORY AUTHORITIES:

During the year under review there were delays in payment of dues tobankers as well as to statutory authorities

6. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNELAND DECLARATION BY INDEPENDENT DIRECTORS:

a. Changes in Board of Directors & Key Managerial Personnel:

I. Vacation of Office

During the year there were no changes in the Directors or KeyManagerial Personnel of the Company vacated the office.

II. Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act 2013Mr. Janardan Agrawal and Mr. A. R. Mundra Directors will retire by rotation at theensuing Annual General Meeting of the Company and being eligible have offered themselvesfor re-appointment. In accordance with the provisions of the Act none of the IndependentDirectors is liable to retire by rotation.

b. Declaration by Independent Directors:

The Company has received and taken on record the declarations receivedfrom all the Independent Directors of the Company in accordance to Section 149(6) of the

Companies Act 2013 confirming their independence visa-vis the Company.

The Company is in the process of appointing one more IndependentDirector for complying with Regulation 17(1) (b) of Listing Regulations. The Nominationand Remuneration Committee of the Company is in the process of identifying a suitableperson having requisite professional qualification knowledge and experience who fulfillsthe criteria as specified under Listing regulation as well as Section 149(6) read withSchedule IV of the Companies Act 2013.

7. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

a. Board Meetings:

Six meetings of Board of Directors were convened during the financialyear under review details of which are furnished in the Corporate Governance reportforming part of Annual report.

b. Director's Responsibility Statement:

In terms of Section 134(5) of the Companies Act 2013 in relation tothe audited Annual Financial Statements of the Company for the financial year ended March31 2017 the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts for the financial yearended March 31 2017 the applicable accounting standards have been followed along withproper explanation relating to material departures;

b. such accounting policies have been selected and applied consistentlyand the Directors made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2017 andof the Loss of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a goingconcern basis;

e. internal financial controls have been laid down to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;

f. proper systems have been devised to ensure compliance with theprovisions of all applicable laws

and that such systems were adequate and operating effectively.

c. Committees:

(I) Audit Committee:

The Audit Committee of Directors was constituted pursuant to theprovisions of Section 177 of the Companies Act 2013 read with Regulation 18 ListingRegulations.

The composition of the Audit Committee is in conformity with theprovisions of the said section. The Audit Committee comprises of:

1. Mr. A. Arumugham Chairman Independent Director

2. Mr. Suresh Vishwasrao Independent Director

3. Mr. John Mathew Independent Director

4. Mr. A. R. Mundra Executive Director- Finance

The scope and terms of reference of the Audit Committee has beenamended in accordance with the Act and with Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. During the year under reviewthe Board of Directors of the Company had accepted all the recommendations of theCommittee.

(II) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors as constitutedby the Board of Directors of the Company is in accordance with the requirements of Section178 of the Companies Act 2013 and Regulations 19 of Listing Regulations.

The composition of the Committee is as under:

1. Mr. Naseer Ahmed Chairman Independent Director

2. Mr. Suresh Vishwasrao Independent Director

3. Mr. A. Arumugham Independent Director

4. Mr. John Mathew Independent Director

The Board on recommendation of the Nomination and RemunerationCommittee has approved the policy setting out the criteria for review of responsibilitiesof the Directors positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees in accordancewith the provisions of Section 178 of the Companies Act 2013.

(III) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of Directors was constitutedpursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 20 ofListing Regulations.

The composition of the committee is as under:

1. Mr. Janardan Agrawal Chairman

2. Mr. Prashant Agrawal Managing Director

3. Mr. A.R. Mundra Executive Director- Finance

The Company Secretary acts as the Secretary of the Stakeholders'Relationship Committee.

d. Policies:

(I) Vigil Mechanism Policy:

In compliance of the requirements of section 177 of the companies Act2013 Regulation 22 of Listing Regulations and as measure of good Corporate Governancepractice the Board has formulated a Vigil Mechanism Policy. The policy comprehensivelyprovides an opportunity for any employee/ Director of the Company to raise any issueconcerning breaches accounting policies or any act resulting in financial or reputationloss and misuse of office or suspected or actual fraud. The policy is adequate safeguardagainst victimization.

The Board of Directors of the Company has pursuant to the provisionsof Section 178(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetingsof Board and its Powers) Rules 2014 framed "Vigil Mechanism Policy" forDirectors and Employees of the Company to provide a mechanism which ensures adequatesafeguards to employees and Directors from any victimization on raising of concerns of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc. and the same is also hosted on the website of theCompany.

The employees of the Company have the right/option to report theirconcern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of business operations.

(II) Risk Management Policy:

The Board of Directors of the Company has designed Risk ManagementPolicy and Guidelines to avoid events situations or circumstances which may lead

to negative consequences on the Company's businesses and define astructured approach to manage uncertainty and to make use of these in their decisionmaking pertaining to all business divisions and corporate functions. Key business risksand their mitigation are considered in the annual/strategic business plans and in periodicmanagement reviews.

(III) Corporate Social Responsibility Policy:

As per the provisions of Section 135 of the Act read with Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors hasconstituted a Corporate Social Responsibility (CSR) Committee as under:

1. Mr. Suresh Vishwasrao - Independent Director (Chairman)

2. Mr. A. Arumugham- Independent Director

3. Mr. A. R. Mundra - Executive Director

The Company's Corporate Social Responsibility Policy is available onthe web-site of the Company i.e. www.bombayrayon.com .

As there is net average loss incurred by the Company during the threepreceding financial years the Company was not required to spend any amount towardsCorporate Social Responsibility activities during the year under review.

e. Annual Evaluation of Directors Committee and Board:

Independent Directors had reviewed the performance of the Chairman andExecutive Directors considering the performance of the Company during the financial year2016-17. The Board of Directors in their meeting has reviewed the contribution made byeach Independent Director by way of their timely advice for better corporate governanceand compliances under the provisions of the laws as applicable to the Company. Nocommission is proposed to be paid to the Chairman or any of the Directors of the Companyfor financial year 2016-17.

f. Details with respect to the Programme for Familiarisation ofIndependent Directors:

The last meeting of financial year 2016-17 was held in Tarapur at oneof the factory of the Company. The Independent Directors were briefed by the factory headabout the business model and other related information to make the directors familiarizewith the Company operations. The policy of the Company on Familiarisation

of Independent Director is put up on the website of the Company.

g. Internal Control Systems:

Adequate internal control systems commensurate with the nature of theCompany's business and size and complexity of its operations are in place and have beenoperating satisfactorily. Internal control systems comprising of policies and proceduresare designed to ensure reliability of financial reporting timely feedback on achievementof operational and strategic goals compliance with policies procedure applicable lawsand regulations and that all assets and resources are acquired economically usedefficiently and adequately protected.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to the Provisions of Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 the requisite details are annexedherewith vide Annexure II and are also available at the Registered Office of Company forinspection during its working hours and any member interested in obtaining suchinformation may directly write to the Company Secretary of Company and the same shall beprovided on such request.

The information as required under Rule 5 (2) of the Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2014 in respect of employees of theCompany will be provided upon request by any member of the Company. In terms of Section136 (1) of the Companies Act 2013 the report and the Accounts are being sent to themembers. Any member interested in obtaining copy of the same amy write to the CompanySecretary at the Registered Office of the Company.

9. Preferential allotment:

Your company has allotted 51394193 equity shares of Rs. 10/- each ata premium of Rs. 155.88 to the lenders of the Company on conversion of Funded InterestTerm Loan (FITL) and Working Capital Term Loan (WCTL) amounting to Rs. 8525268734/-pursuant to approvals received from the shareholders at their Extra-ordinary GeneralMeeting held on May 9 2016

Further Allotment of shares pursuant preferential issue was made tofollowing lenders:-

1 On 3rd November 2016 to Union Bank of India for 2991921equity Shares

2. On 5th May 2017 Standard Chartered Bank 1479985 equityshares

During the year ICICI Bank Limited has vide it's letter dated 6thOctober 2016 informed the company about assignment of it's loan to JM Financial AssetReconstruction Company Limited. Pursuant to the provisions of the Companies Act 2013 theresolution passed under section 62 (1) (c ) of the Act is valid for the period of 12months from the date of approval sought from the Shareholders. Accordingly the approvalobtained in the Extra - Ordinary General Meeting held on 9th May 2016 was to expire on8th May 2017. Hence the company had approached the shareholders for allotment of equityshares to -

Name of the Lender Debt Amount No of Equity Shares
(in Rs)
Bank of India 424099922 2556667
JM Financial 131099940 790330
Asset
Reconstruction Company Ltd.
Total 555199862 3346997

Accordingly the shares has been allotted to aforesaid lenders onreceipt of approval from the shareholders in the Extra - Ordinary General Meeting held on20th May 2017.

• "S4A" SCHEME Implementation/Increase in Share

Capital

Since the liquidity stress on the Company was increased during the yearunder review the Lenders in their Joint Lender's Forum ("JLF") Meeting held onOctober 7 2016 deliberated on the various options and agreed to consider the S4A Schemefor the Company. The Lenders had decided to consider the S4A Scheme with the ReferenceDate as November 25 2016. The Lenders at their JLF held on November 25 2016 January 92017 and January 16 2017 have deliberated and agreed to convert part of their debtexposure which is considered as unsustainable into Equity shares and OptionallyConvertible Debentures (OCDs) pursuant to implementation of the S4A Scheme in accordancewith and as specified in the financing documents entered/to be entered by the Companywith inter alia the Lenders for the purpose of implementation of the S4A Scheme(hereinafter referred to as the "S4A Agreements/ S4A Documents").

Accordingly approvals from the shareholders had been sought at theExtra General Meeting held on 20 May 2017 for increase in the authorized capital of thecompany from Rs. 2000000000/- (Rupees Two Hundred

Crores only) consists of 200000000 (Twenty Crores) equity shares ofRs. 10/- each to Rs. 3650000000/- (Rupees Three Hundred Sixty Five Crores only)consists of 365000000 (Thirty Six crores Fifty Lakhs) equity shares of Rs. 10/- eachand for issue of equity shares and Optionally Convertible Debentures to the Lenders. Theallotment committee of the Board of Directors at its meeting held on May 24 2017 allottedcollectively to the lenders 107345243 Equity Shares of face value of Rs 10/- at apremium of Rs 136.03 /- per share aggregating Rs 15675625835/- and 3995092 OCDs offace value Rs 1000/- each at par (carrying coupon rate 0.01% p.a ) aggregating to Rs3995092000/- on preferential basis as a part of the S4A Scheme as under :-

Sr. no. Name of the Lenders No. of Equity Shares No. of OCDs
1. State Bank of India 43740000 2880352
2. Axis Bank 13933525 245705
3. Exim Bank 5695234 100430
4. Punjab National Bank 5802566 102323
5. Allahabad Bank 3962657 69878
6. Bank of India 4476163 78933
7. Karur Vysya Bank 1793453 31626
8. IDBI 832576 14682
9. Corporation Bank 481799 8496
10. Bank of Maharashtra 493709 8706
11. Dena Bank 2292981 33556
12. Oriental Bank of Commerce 610857 10772
13. Karnataka Bank 527337 9299
14. Indian Bank 1232863 21740
15. JM Financial Asset Reconstruction Company Ltd 2228659 39300
16. Indian Overseas Bank 1300035 22925
17. Union Bank of India 7636693 134666
18. Central Bank of India 3645233 64280
19. Standard Chartered Bank 6658903 117423
Total 107345243 3995092

10. AUDITORS AND REPORTS:

a. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013and Rules made thereunder the term of office of V.K. Beswal & Associates CharteredAccountants Mumbai (Firm Registration Number: 101083W) of the Company will conclude fromthe close of ensuing Annual General Meeting of the Company. The Board of Directors placeson record its appreciation to the services rendered by V. K. Beswal & AssociatesChartered Accountants as the Statutory Auditors of the Company.

Subject to the approval of the Members and pursuant to Section 139 ofthe Companies Act 2013 the Board of Directors of the Company has recommended theappointment of PR Agrawal & Awasthi Chartered Accountants (ICAI Firm RegistrationNumber 117940 W) as the Statutory Auditors of the Company. Accordingly the Boardrecommends the resolution in relation to appointment of Statutory Auditors for theapproval by the shareholders of the Company.

The Report of the Auditors on the financial statement for the yearended 31st March 2017 does not contain any qualification.

b. Secretarial Audit Report for the year ended 31stMarch2017

The Board had appointed M/s. Rathi & Associates CompanySecretaries as Secretarial auditors for the financial year 2016-17. Secretarial AuditReport issued by Rathi & Associates in form MR-3 for the FY 2016-17 forms part of thisreport and marked as Annexure III.

The comments on the specific observations made in the above SecretarialAudit Report as under:-

1. The meeting of Board of Directors for approving unaudited financialresult for the quarter ended 31st December 2016 was scheduled to be held on14th February 2017 but same was postponed and then was held on 6th March 2017.The Company had paid the penalty as levied by the Stock Exchanges.

2. There were some reconciliation problems related to unpaid dividendfor financial year 08-09 amounting to Rs.200657.50 resulting into non-transfer of the sameto Investor Education Protection Fund in time.

3 The Company is in the process of appointing one more IndependentDirector for complying with Regulation 17(1) of listing regulation.

c. Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act 2013read with Notifications / Circulars issued by the Ministry of Corporate Affairs from timeto time as per the recommendation of the Audit Committee the Board of Directors at theirmeeting held on 30th May 2017 appointed M/s. K. S. Kamalakara & Company CostAccountants as the Cost Auditors of the Company for the financial year 2017-18 at annualaudit fee of Rs. 500000/ subject to approval of the shareholder in ensuing AnnualGeneral Meeting.

d. Internal Audit and Control:

M/s. Venkatram & Co. Firm Registration No. 004656S CharteredAccountants Internal Auditors of the Company has carried out internal audit and thefindings of the Internal Auditors in their reports are discussed regularly in the meetingsof the Audit Committee and corrective actions are taken as per the directions of the AuditCommittee members.

11. FRAUD REPORTING:

There have been no instances of fraud reported by the StatutoryAuditors under Section 143(12) of the Act and Rules framed thereunder either to theCompany or to the Central Government.

12. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read withCompanies (Accounts) Rules 2014 are furnished as under:

a. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act2013 Extract of the Annual Return for the financial year ended 31st March2017 made under the provisions of Section 92(3) of the Act is attached as Annexure IVwhich forms part of this Report.

b. Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo:

The particulars as required under the provisions of Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 inrespect of conservation of energy technology absorption foreign exchange earnings andoutgo etc. are furnished in Annexure V which forms part of this Report.

c. Corporate Governance and Management Discussion & AnalysisReports:

The Company is committed to maintain the high standards of CorporateGovernance and adheres to its requisites set out by the respective authorities. The reporton Corporate Governance as stipulated under the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed videAnnexure VI and forms an integral part of this Annual Report.

Requisite certificate from the Auditors of the Company V. K. Beswal& Associates Chartered Accountants (Firm Registration Number: 101083W) confirmingcompliance with the conditions of Corporate Governance as stipulated in Chapter IV ofSecurities Exchange Board of India (Listing Obligations And Disclosure Requirements)Regulations 2015) by the Company is attached as Annexure VI (A) and forms an integralpart of this Annual Report.

Certificate issued by Managing Director and Executive Director ofCompany with regard to certification on Audited Financial Statement of the Company forfinancial year 2016-17 is also annexed herewith vide Annexure VI (B) and forms an integralpart of this Annual Report.

The Company has laid down the Code of Conduct for all Board Members andSenior Management personnel of the Company. The declaration by CEO i.e. Managing Directorof the Company related to the compliance of aforesaid Code of Conduct is also attachedherewith vide Annexure VI(C) and forms an integral part of this Annual Report.

Management Discussion and Analysis Report for the year under review asrequired pursuant to the provisions of Regulation 34 (Schedule V (B) of SEBI(LODR)Regulations2015) is annexed herewith vide Annexure VII and forms part of thisAnnual Report.

d. General Disclosures:

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions pertaining to these mattersduring F.Y. 2016-17:

a. Details relating to acceptance of deposits covered under Chapter Vof the Companies Act 2013.

b. Issue of equity shares with differential rights as to dividendvoting or otherwise.

c. Issue of shares (including sweat equity shares and ESOS) toemployees of the Company under any scheme.

d. Instances with respect to voting rights not exercised directly byemployees of the Company.

e. There was no revision of the financial statements for the year underreview.

Your Directors further state that:

f. Neither the Managing Director nor the Whole-time Directors of theCompany have received any remuneration or commission from any of the subsidiary Company.

g. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

h. Except as disclosed elsewhere in this report no material changesand commitments which could affect the Company's financial position have occurred betweenthe end of the financial year of the Company and date of this Annual Report.

i. There was no change in the nature of business of company during F.Y.2016-17.

j. Pursuant to the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 no case pertaining to sexualharassment at workplace has been reported to company during F.Y. 2016-17.

13. CAUTIONARY STATEMENT:

Statements in the directors' and management discussion and analysisdescribing the company's objectives projections estimates expectations or predicationmay be "forward-looking statements' within the meaning of applicable securities lawsand regulations actual results could differ materially for those expressed or impliedimportant factors that could make difference to the company's operations include rawmaterial availability and its prices cyclical demand and pricing in the company'sprinciple markets changes in government regulations tax regimes economic developmentswithin India and the countries in which the company conducts business and other ancillaryfactors.

14. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customersshareholders suppliers bankers business partners/associates financial institutions andCentral and State Governments for their consistent support and encouragement to theCompany.

Your Directors records with sincere appreciation the valuablecontribution made by employees at all levels and looks forward to their continuedcommitment to achieve further growth and take up more challenges that the Company has setfor the future.

For and on behalf of the Board of Directors
Janardan Agrawal
Chairman
DIN: 00019497
Place: Mumbai
Date: August 11 2017