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Greaves Cotton Ltd.

BSE: 501455 Sector: Engineering
NSE: GREAVESCOT ISIN Code: INE224A01026
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OPEN 149.45
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VOLUME 11578
52-Week high 178.00
52-Week low 115.20
P/E 20.92
Mkt Cap.(Rs cr) 3,621
Buy Price 0.00
Buy Qty 0.00
Sell Price 148.30
Sell Qty 14.00
OPEN 149.45
CLOSE 149.75
VOLUME 11578
52-Week high 178.00
52-Week low 115.20
P/E 20.92
Mkt Cap.(Rs cr) 3,621
Buy Price 0.00
Buy Qty 0.00
Sell Price 148.30
Sell Qty 14.00

Greaves Cotton Ltd. (GREAVESCOT) - Director Report

Company director report

The Directors have pleasure in presenting the 97th Annual Report for thefinancial year ended 31st March 2016.

Financial Highlights

(Rs in crore)

Year ended 31st March 2016 Year ended 31st March 2015
Total Revenue 1660.73 1713.71
Profit Before Tax and Exceptional Items 266.73 174.66
Loss / (Gain) on Exceptional Items (24.77) 65.92
Profit Before Tax 291.50 108.74
Less: Provision for Tax 92.72 27.21
Profit after Tax 198.78 81.53
Dividend (including proposed Final
Dividend) and Tax on Dividend 162.41 72.15
Transfer to General Reserve 20.00 8.15
Balance of the Profit carried forward 420.42 404.94

Review of Operations

In spite of the challenging macro-economic conditions the inherent strengths and clearstrategic direction enabled the Company to withstand the challenges in difficult times andsustain its leadership across all businesses.

Management had taken a conscious decision to exit from the loss making infrastructurebusiness in the previous financial year. This along with the value engineering approachand focus on operational efficiencies enabled the Company to improve its profitabilityfor the year under review.

The Company registered total revenue of Rs 1660.73 crore during the year under reviewas against Rs 1713.71 crore in the previous financial year. The profit after tax was Rs198.78 crore for the year under review as against Rs 81.53 crore in the previous financialyear. The profit after tax for the year under review includes a net exceptional gain of Rs24.77 crores. The profit after tax of the previous financial year had been negativelyimpacted due to exceptional losses.

The profit before tax and exceptional items as a percentage of total revenue for theyear under review was higher at 16.06% as against 10.19% in the previous financial year.

Effective working capital management combined with other operational efficienciesresulted in a 52.72% improvement in the profit before tax and exceptional items ascompared to the previous year.

Despite the challenges in revenue growth the Company has continued its focus on marginenhancement and has sharply improved its EBITDA margin for the year from 11.79% to 16.62%.

The outlook of each business has been discussed in detail in the Rs ManagementDiscussion and Analysis' which forms a part of this Annual Report.

Dividend

The Directors have recommended a final dividend of Rs 1 per share which together withthe interim dividend of Rs 4.50 per share of face value of Rs 2 paid during the yearaggregates to Rs 5.5 per share of Rs 2 as against Rs 2.5 per share in the previous year.The total dividend pay-out for the year under review excluding tax on dividend is Rs134.31 crore as against Rs 61.05 crore in the previous year. Dividend as a percentage ofnet profit after tax is 67.57% as compared to 74.88% in the previous year.

Public Deposits

The Company discontinued its Fixed Deposit Scheme in April 2005. During the year underreview the Company did not accept any deposits within the meaning of Chapter V of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

Investor Education and Protection Fund

Pursuant to the applicable provisions the amount of dividend remaining unpaid orunclaimed for a period of seven years from the date of transfer to the unpaid account isrequired to be transferred to the Investor Education and Protection Fund (IEPF) of theCentral Government. Accordingly

unpaid or unclaimed dividends in respect of the 3rd interim dividend for thefinancial year ended 31st March 2008 and the 1st interim dividendfor the financial year ended 31st March 2009 and unclaimed fixed depositshave been transferred to the IEPF.

Members who have not yet en-cashed or claimed the dividends that are yet to betransferred to the IEPF are requested to contact the Company's Registrar and ShareTransfer Agent at the earliest.

Report on performance of Subsidiaries

During the year no company became or ceased to be a subsidiary of the Company. Thedetails of the performance of the subsidiary companies are as follows:

Greaves Leasing Finance Limited (GLFL)

GLFL a wholly owned subsidiary of the Company is a non-banking finance company. Itreported a total revenue of Rs 0.62 crore and profit before tax and exceptional item of Rs0.29 crore. On account of a provision for permanent diminution in the value of itsinvestment in Greaves Cotton Middle East FZC it reported a loss of Rs 3.83 crore for theyear under review.

Dee Greaves Limited (DGL)

DGL a wholly owned subsidiary of GLFL did not undertake any business during the yearunder review. It reported a marginal loss during the year.

Greaves Cotton Middle East FZC (GCME)

GCME United Arab Emirates a wholly owned step-down subsidiary of the Company throughGLFL is engaged in trading and after sales services of the Company's products in theMiddle East. For the year under review GCME recorded total revenue of Rs 5.42 crore andreported a loss of Rs 0.14 crore.

A statement containing salient features of the Financial Statements in Form AOC-1 asrequired under Section 129 (3) of the Companies Act 2013 forms a part of this AnnualReport. The audited Financial Statements of each subsidiary company shall be kept open forinspection at the Registered Office of the Company on every working day of the Companybetween 10 a.m. to 12 noon up to the date of the forthcoming 97th AnnualGeneral Meeting.

Consolidated Financial Statements

The Consolidated Financial Statements prepared in accordance with the applicableAccounting Standards issued by the Institute of Chartered Accountants of India and theprovisions of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("the SEBI (LODR) Regulations")forms a part of this Annual Report. The Auditors' Report on the Consolidated FinancialStatements is also attached. The same is with unmodified opinion (unqualified).

Management Discussion and Analysis

Detailed review by the Management of the operations performance and future outlook ofthe Company and its business pursuant to Schedule V of the SEBI (LODR) Regulations ispresented in a separate section - Management Discussion and Analysis which forms a partof this Annual Report.

Corporate Governance Report

The Company follows the principles of Corporate Governance in letter and spirit.Requirements relating to Board of Directors its Committees related party transactionsdisclosures etc. as prescribed under Schedule V of the SEBI (LODR) Regulations have beenduly complied with. The quarterly Corporate Governance Report confirming that the Companyhas complied with statutory provisions has been filed with the Stock Exchanges where theshares of the Company are listed and also placed before the Board of Directors. A detailedreport on Corporate Governance and a certificate from the Statutory Auditors confirmingcompliance of conditions of the Corporate Governance forms a part of this Annual Report.

Compliance with the Code of Conduct

A declaration signed by the Managing Director & CEO affiirming compliance with theCompany's Code of Conduct by the Directors and Senior Management for the financial year2015 - 16 as required under Schedule V of the SEBI (LODR) Regulations forms a part ofthis Annual Report.

Environment Health and Safety

The Company manufactures a wide range of industrial products to meet the requirementsof the core sectors in India and abroad. Safety is an important aspect for anymanufacturing company. Various safety guidelines are in place which help identify unsafeactions or conditions in the Company premises. These guidelines form the corner stone onwhich the Company can operate smoothly devoid of any mishap or accidents at the workplace.

Regular safety drives coupled with effective training and role- play techniques areconducted to help spread awareness among employees on how to maintain a safe workenvironment. To further bolster employee safety the Company also conducts a periodicSafety Management Audit which identifies unsafe actions or conditions through scientificdata processing methods. These results are used to further improve the existing safetymeasures and foster a safe and secure environment for all employees.

With a strong focus in meeting our objectives of Zero Accidents and Zero Pollution forthe Company a detailed strategy for implementation of this program has been formulatedand implemented across geographies. The safety program has been deployed through theKAI-KPI-KMI approach i.e. Key Activity Indices Key Performance Indices and KeyManagement Indices. The program methodology outlines training the employees skillcultivation through practice and safety assurance in the form of output.

Some of the measures taken to promote environment health and safety measures acrossthe Company are:

1) Systems implementation to ensure zero compromise on safety through Rs Work PermitSystem' and ownership of adherence to the safety norms.

2) Identification of the safety hazards near misses and accident prone areas throughSafety Management Audit.

3) Special training programs to make the employees aware of the various nomenclaturesregarding safety.

4) Health awareness initiatives like complete medical health check-up BMI Testconsultation sessions etc. to take care of employees' health in order to prevent healthhazards.

5) Environment friendly measures like planting saplings and a Swacch Plant Abhiyanacross all facilities. The employees are also required to take an oath to keep theenvironment safe and are encouraged to participate in competitions like poster creationslogan design essay and poem writing to keep the safety drive alive and vibrant in theculture.

Human Resources

Your Directors place on record their appreciation for the employees' valuablecontribution at all levels. Overall our industrial relations continue to be cordial. TheCompany relocated its manufacturing operations of the Farm Equiptment business fromGummidipoondi to Ranipet. Management is in the discussion with the workers for an amicablesettlement.

The total number of permanent employees of the Company as on 31st March2016 was 1894 (2005 as on 31st March 2015).

During the year under review the Company continued to focus on talent conservation andtalent development. Every employee is required to undergo minimum 8 man days of trainingfor skill sets. Pursuant to the requirements under the Prevention of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 the Company hasenacted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at WorkPlace and constituted Internal Complaints Committees. There were no cases filed during theyear under review. The required annual report has been filed with appropriate authority.

Awards

We are pleased to share that the Company has received the prestigious CLO (ChiefLearning Officer's) Award organized by Tata Institute of Social Sciences in associationwith LeapVault. The Company has won the Silver award in the category for the Best CustomerService Training Program and Best Risk / Safety / Policy Compliance Training Program.

Directors and Key Managerial Personnel

Mr. Kewal Handa has been appointed as an Additional Director of the Company with effectfrom 6th May 2016 to hold office upto the date of the forthcoming 97thAnnual General Meeting and is eligible to be appointed as an Independent Director. It isproposed to appoint Mr. Handa as an Independent Director not liable to retire by rotationfor a period of five years and accordingly Members' approval is being sought at theforthcoming 97th Annual General Meeting.

Mr. Vijay Rai was appointed as an Independent Director by the Members at the 95thAnnual General Meeting held on 31st July 2014 to hold office as such till 12thOctober 2016. Pursuant to the provisions of Section 149 (10) of the Companies Act 2013an Independent Director shall be eligible for re-appointment

for a second term on passing of a Special Resolution by the Company. It is proposed tore-appoint Mr. Rai as an Independent Director of the Company for a period of one year witheffect from 13th October 2016 and accordingly Members' approval is beingsought at the forthcoming 97th Annual General Meeting.

Mr. Karan Thapar retires by rotation at the forthcoming 97th Annual GeneralMeeting and being eligible offers himself for re-appointment.

Profiles of these Directors as required by Regulation 36 (3) of the SEBI (LODR)Regulations are given in the Notice of the forthcoming 97th Annual GeneralMeeting.

The above appointments and re-appointments form a part of the Notice of the forthcoming97th Annual General Meeting and the Resolutions are recommended for Members'approval.

During the year under review Dr. Clive Hickman resigned as a Director with effect from31st July 2015. The Board places on record its sincere appreciation of thevaluable contribution made by him to the Company.

Mr. Sunil Pahilajani Managing Director & CEO Ms. Monica Chopra ExecutiveDirector - Legal & Company Secretary and Mr. Narayan Barasia Chief FinancialOfficer are the Key Managerial Personnel of the Company within the meaning of Sections 2(51) and 203 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Statement on declaration given by the Independent Directors

As required under Section 149 (7) of the Companies Act 2013 each of the IndependentDirectors has given the necessary declaration about meeting the criteria of independenceas specified in Section 149 (6) of the Companies Act 2013.

Directors' Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 the Directors state that to thebest of their knowledge and belief and according to the information and explanationsobtained by them:

1. In the preparation of the Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

2. The Directors had selectedsuch accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2016 and of theprofit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. The Directors had prepared the annual accounts on a going concern basis;

5. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and were operatingeffectively; and

6. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Policy on appointment and remuneration of Directors

The Company has constituted a Nomination and Remuneration Committee and formulated thecriteria for determining the qualification positive attributes and independence of aDirector (the Criteria). The Nomination and Remuneration Committee has recommended to theBoard a policy relating to the remuneration for Directors Key Managerial Personnel andother employees as required under Section 178 (1) of the Companies Act 2013. TheRemuneration Policy is given in Annexure 1 to this Directors' Report. The Criteriaincludes inter alia a person to be appointed on the Board of the Company should possessin addition to the fundamental attributes of character and integrity appropriatequalifications skills experience and knowledge in one or more fields of engineeringbanking management finance marketing and legal a proven track record etc.

As required under Section 197 (14) of the Companies Act 2013 the Executive Directorsof the Company confirm that they do not receive any remuneration or commission from anysubsidiary of the Company.

Ratio of remuneration of each Director to the median remuneration of the employees

The information as required under Section 197 of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isavailable. In terms of Section 136 (1) read with its relevant provisio of the CompaniesAct 2013 the Annual Report excluding the aforesaid information is being sent to theMembers of the Company and others entitled thereto.

The said information shall be kept open for inspection at the Registered Office of theCompany on every working day of the Company between 10 a.m. to 12 noon up to the date ofthe forthcoming 97th Annual General Meeting.

Familiarisation Programme for Directors

The Company follows a structured orientation programme including presentations by keypersonnel information about the various codes policies etc. to familiarize theDirectors with the Company's operations. In addition plant visits are organised tofamiliarise the Directors with the Company's products production process etc.Periodically the Company sponsors interested Directors for seminars / trainingprogrammes. Presentations made at the Board / Committee Meetings inter alia cover the

business strategies human resource matters budgets initiatives risks operations ofsubsidiaries etc. where the Directors get an opportunity to interact with the SeniorManagement.

The Directors' Familiarisation Programme is displayed on the Company's website www.greavescotton.com.

Evaluation of performance of Board its Committees and individual Directors

The Board has established a comprehensive and participative annual process to evaluateits own performance its Committees and the individual Directors. The performanceevaluation matrix defining the criteria of evaluation for each of the above was preparedby the Nomination and Remuneration Committee. The criteria for performance evaluationincludes inter alia relevant experience and skills ability and willingness to speak upability to carry others ability to disagree stand his / her ground integrity focus onshareholder value creation and high governance standards. The performance evaluation ofthe Independent Directors was carried out by the entire Board (excluding the Directorbeing evaluated).

A Meeting of the Independent Directors with Mr. Vikram Tandon as the Lead Directorwas held on 5th May 2016 to review the performance of the Non-independentDirectors the Board as a whole and the Chairman on the parameters of effectiveness and toassess the quality quantity and timeliness of the flow of information between theManagement and the Board.

As an outcome of the evaluation process the Directors were informed by the Chairmanabout their respective strengths areas of improvements focus areas for the future etc.In turn the Lead Director provided feedback to the Chairman.

Loans Guarantees and Investments

Particulars of loans guarantees and investments as on the 31st March 2016are given in the Notes to the Financial Statements.

Contracts and arrangements with Related Parties

During the year under review the Company did not enter into any Material transaction(as defined in the Company's Policy on Related Party Transactions) with related parties.All other transactions of the Company with related parties were in the ordinary course ofbusiness and at an arm's length. Details of transactions with related parties aredisclosed in the Notes to the Standalone Financial Statements forming a part of thisAnnual Report.

The Form AOC - 2 as required under Section 134 (3) (h) of the Companies Act 2013 readwith Rule 8 (2) of the Companies (Accounts) Rules 2014 is given in Annexure 2 tothis Directors' Report.

Number of Meetings of the Board

The details of the number of Meetings of the Board and other Committees are given inthe Corporate Governance Report which forms a part of this Annual Report.

Extract of Annual Return

As required under Section 134 (3) (a) of the Companies Act 2013 an extract of AnnualReturn in the prescribed Form MGT - 9 is given in Annexure 3 to this Directors'Report.

Conservation of energy technology absorption foreign exchange earnings and outgo

Particulars of conservation of energy technology absorption foreign exchange earningsand outgo as prescribed in Rule 8 (3) of the Companies (Accounts) Rules 2014 are givenin Annexure 4 to this Directors' Report.

Risk Management Policy

The Company has constituted a Risk CSR and Strategy Committee of Directors to overseethe risk management efforts. The Company has put in place a robust Enterprise RiskManagement (ERM) Policy which covers strategic risks operational risks regulatory risksand catastrophic risks and provides a clear identification of "Risks That Matter(RTM)". These RTMs are periodically monitored by the Management and on a half-yearlybasis by the Risk CSR and Strategy Committee. Implementation of this ERM Policyeffectively supports the Board and the Management in ensuring that risks if any whichmay significantly impact the Company are adequately highlighted and mitigation actions areimplemented in a time-bound manner to reduce the risk impact. There are no risks which inthe opinion of the Board threaten the existence of the Company. However the risks thatmay pose a concern are set out in the Management Discussion and Analysis which forms apart of this Annual Report.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act 2013 and the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has adopted a CorporateSocial Responsibility (CSR) Policy as recommended by the Risk CSR and Strategy Committeecovering the objectives initiatives outlay implementation monitoring etc. The CSRPolicy is displayed on the Company's website www.greavescotton.com.

A report on the CSR activities in the format prescribed under the Companies (CorporateSocial Responsibility Policy) Rules 2014 duly signed by the Managing Director & CEOand the Chairman of the Risk CSR and Strategy Committee is given in Annexure 5 tothis Directors' Report.

The Company strives to maximize the organization's positive impact and raise the socialresponsibility quotient by aligning with the needs of the selected communities.

Committed to creating opportunities for the local people to enable their empowermentinitiatives are aligned to areas of skill development. An important initiative undertakenby the Company to promote livelihood of the underprivileged is its ongoing programme totrain mechanics. The programme now running for over two decades at the Company'sfacilities focuses on promoting self-sufficiency and improving the quality of lifethrough technical and financial support.

By contributing to community welfare and fulfilling unmet needs the Company willcontinue to create value for society through community development programs in and aroundits areas of operations.

Vigil Mechanism

The Company has established a vigil mechanism through a Whistle Blower Policywhereunder the Directors and employees can voice their genuine concerns or grievancesabout any unethical or unacceptable business practice. A whistle-blowing mechanism notonly helps the Company in detection of fraud but is also used as a corporate governancetool leading to prevention and deterrence of misconduct. It provides direct access to theemployees of the Company to approach the Compliance Officer or the Chairman of the AuditCommittee where necessary. the Company ensures that genuine Whistle Blowers are accordedcomplete protection from any kind of unfair treatment or victimisation.

Internal Financial Controls related to Financial Statements

The Company has in place adequate internal financial controls related to FinancialStatements. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed. Some of the controls are outlinedbelow:

• The Company has adopted accounting policies which are in line with theAccounting Standards and other applicable provisions of the Companies Act 2013;

• Changes in policies if any are approved by the Audit Committee in consultationwith the Auditors;

• In preparing the Financial Statements judgements and estimates have been madebased on sound policies. The basis of such judgements and estimates are approved by theAuditors and the Audit Committee;

• The stand alone accounts are reviewed every quarter by the Auditors;

• The policies to ensure uniform accounting treatment are prescribed to thesubsidiaries of the Company. The accounts of the subsidiaries companies are audited andcertified by their respective Statutory Auditors for consolidation.

Internal Control Systems and their adequacy

Details of the Internal Control Systems and their adequacy are provided in theManagement Discussion and Analysis which forms a part of this Annual Report.

Statutory Auditors

Deloitte Haskins & Sells LLP Chartered Accountants were appointed as theStatutory Auditors of the Company at the

96th Annual General Meeting (AGM) held on 6th August 2015 tohold office from the conclusion of the 96th AGM till the conclusion of the 101stAGM of the Company. As required under Section 139 of the Companies Act 2013 theappointment of the Statutory Auditors has to be placed for ratification at every AnnualGeneral Meeting. Accordingly the ratification of the appointment of Deloitte Haskins& Sells LLP Chartered Accountants as Statutory Auditors of the Company forms a partof the Notice convening the forthcoming 97th Annual General Meeting and theResolution is recommended for your approval.

Wrigley Partington U.K. the Auditors of the Company's Branch in Cheshire London(U.K.) retire at the forthcoming 97th Annual General Meeting. There-appointment of the Branch Auditors forms a part of the Notice convening the forthcoming97th Annual General Meeting and the Resolution is recommended for yourapproval.

Statutory Auditors' Reports

Reports issued by the Statutory Auditors on the Standalone and Consolidated FinancialStatements for the financial year ended 31st March 2016 are with unmodifiedopinion (unqualified).

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany engaged the services of Pradeep Purwar and Associates Company Secretary inPractice Thane to conduct the secretarial audit of the Company for the financial yearended 31st March 2016.

The Secretarial Audit Report (Form MR - 3) is attached as Annexure 6 to thisDirectors' Report. The report is unqualified.

Cost Auditors

Pursuant to the provisions of Section 148 (3) of the Companies Act 2013 the Board hasappointed Dhananjay V. Joshi & Associates Cost Accountants as the Cost Auditors ofthe Company to conduct an audit of the cost records maintained by the Company for thefinancial year ending 31st March 2017. The remuneration payable to the CostAuditors is subject to approval of the Members at the Annual General Meeting. Accordinglythe remuneration payable to the Cost Auditors forms a part of the Notice convening theforthcoming 97th Annual General Meeting and the Resolution is recommended foryour approval.

Change in Registrar and Share Transfer Agent

Pursuant to the Securities and Exchange Board of India (SEBI) Order dated 22ndMarch 2016 advising companies who are clients of Sharepro Services (India) Limited(Sharepro) to carry out / switchover their activities relating to Register & ShareTransfer Agent (RTA) to another RTA registered with SEBI the Board of Directors of theCompany at its meeting held on 6th May 2016 approved the change of RTA fromSharepro to Karvy Computershare Private Limited.

Further in accordance with the said Order of SEBI the Company has appointed Parikh& Associates Practising Company Secretaries for conducting a thorough audit of therecords and systems of Sharepro for the past ten years concerning dividend payments andtransfer of securities to determine whether dividends have been paid to actual /beneficial holders and whether securities have been transferred as per the provisions oflaw. The audit is in progress and is expected to be completed shortly. As per the interimaudit report no untoward matter has been reported.

Other Disclosures

The Directors confirm that during the financial year under review-

• there were no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations;

• there was no issue of equity shares with differential rights as to dividendvoting or otherwise; there was no issue of shares (including sweat equity shares) to theemployees of the Company under any scheme.

Acknowledgement

The Board wishes to place on record its appreciation for all the employees for theirhard work solidarity cooperation and dedication during the year.

The Board sincerely conveys its appreciation to other stakeholders for their continuedsupport.

Mumbai For and on behalf of the Board of Directors Karan Thapar
6th May 2016 Chairman