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Gujarat Ambuja Exports Ltd.

BSE: 524226 Sector: Industrials
NSE: GAEL ISIN Code: INE036B01022
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VOLUME 13085
52-Week high 177.05
52-Week low 77.50
P/E 14.93
Mkt Cap.(Rs cr) 1,876
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 163.00
CLOSE 161.30
VOLUME 13085
52-Week high 177.05
52-Week low 77.50
P/E 14.93
Mkt Cap.(Rs cr) 1,876
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Ambuja Exports Ltd. (GAEL) - Director Report

Company director report

To

The Members

Gujarat Ambuja Exports Limited

Your Directors have pleasure in presenting the 26th Annual Report of theCompany together with the Standalone Audited Financial Statements for the year ended 31stMarch 2017.

Pursuant to notification dated 16th February 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015prescribed under Section 133 of the Companies Act 2013 (as amended from time to time)with effect from 1st April 2016 and the accounts are prepared under Ind AS.

FINANCIAL HIGHLIGHTS

The summary of the financial results for the year and appropriation of divisibleprofits is given below:

(Rs. in crores)

PARTICULARS STANDALONE

2016-17

2015-16
Net Revenue from Operations & Other Income (Including Exports - FOB Value) 3397.23 2786.69
Profit Before Interest Depreciation & Taxes 293.58 195.49
Less:
a. Finance Costs 22.79 9.91
b. Depreciation & Amortization Expenses 71.42 66.17
c. Provision For Taxation (including Deferred Tax) 40.82 18.98
Net Profit for the Year 158.55 100.43
Other Comprehensive Income and other adjustments (0.05) 0.47
Total Comprehensive Income for the year 158.50 100.90
Appropriated as under:
a. Interim Dividend 11.07
b. Dividend Distribution Tax on Interim Dividend 2.25
Earnings Per Share (Face Value of Rs. 2 each)
- Basic & Diluted 11.50 7.26

Note: Previous year's figures have been regrouped / reclassified wherever necessary inconformity with Indian Accounting Standards (Ind AS) to correspond with the current year'sclassification / disclosure and may not be comparable with the figures reported earlier.

BUYBACK OF EQUITY SHARES

Pursuant to approval of the Board of Directors at its meeting held on 13th December2016 and pursuant to provisions of Sections 68 69 70 and all other applicableprovisions if any of the Companies Act 2013 and SEBI (Buy Back of Securities)Regulations 1998 and pursuant to approval of the shareholders of the Company by way ofspecial resolution passed through postal ballot the Company through its letter of offerdated 21st February 2017 had offered to buyback 23684210 equity shares ofRs. 2/- each to the shareholders of the Company (representing 17.12% of the total numberof the equity share capital of the Company) at the price of Rs. 95/- per equity shareaggregating to Rs. 225 crores by way of "Tender Offer" route through stockexchange mechanism. The Buyback offer size represents 24.77% of the aggregate of the fullypaid up share capital and free reserves of the Company and was within the limit of 25% ofthe total fully paid up share capital and free reserves of the Company. The offer was keptopen from 2nd March 2017 to 16th March 2017. Your Company boughtback 23684210 equity shares at a price of Rs. 95/- per equity share which wereextinguished by 31st March 2017. The paid up equity shares of the Company postbuyback is 114667665 equity shares of Rs. 2/- each.

The buyback was capital allocation decision taken with the objective to return surpluscash to the members holding equity shares help the Company to achieve long term benefitsviz. optimize the capital structure resulting into improved ratio reduction inoutstanding shares improvement in earning per share and enhanced return on investedcapital.

CHANGE IN SHARE CAPITAL

During the year under review the paid-up share capital of the Company had reduced fromRs. 27.67 crores to Rs. 22.93 crores on account of buyback of 23684210 equity shares ofRs. 2/- each at a price of Rs. 95/- per equity shares on proportionate basis throughTender Offer mechanism. As on 31st March 2017 the equity share capital stoodat Rs. 229335330 divided into 114667665 equity shares of Rs. 2/- each. During theyear under review the Company has not issued shares with differential voting rights orgranted stock options or issued sweat equity.

TRANSFER TO RESERVE

The Company has not transferred any amount in the general reserve for the financialyear under review however transferred Rs. 4.74 crores from Surplus in the Statement ofProfit and Loss to Capital Redemption Reserve (CRR) in respect of buyback of 23684210equity shares of face value of Rs. 2/- each of the Company.

DIVIDEND

The Company has a consistent track record of dividend payment. Based on Company'sperformance the Board of Directors at its meeting held on 13th May 2017recommended final dividend of Rs. 0.80 (40%) per equity share of Rs. 2/- each for thefinancial year 2016-17 amounting to Rs. 9.17 crores subject to the approval of Members.The Corporate Dividend Tax on such dividend if approved by the Members will be Rs. 1.87crores (previous year Rs. 2.25 crores).

BUSINESS OPERATIONS/ STATE OF THE COMPANY'S AFFAIRS

a. Operational Performance

The Company recorded operational revenue of Rs. 3379.07 crores as compared to Rs.2776.44 crores during the previous financial year. The various profit parameters havesignificant growth during the year. The Company achieved EBIDTA margin of 8.69% in F.Y.2016-17 against the same at the level of 7.04% in F.Y. 2015-16.

Export Sales for the F.Y. 2016-17 was Rs. 259 crores as compared to Rs. 279.42 croresfor the F.Y. 2015-16 mainly due to availability of more remunerative prices in domesticmarket. The Company achieved Earnings before Interest Depreciation and Tax (EBIDTA) ofRs. 293.58 crores for the F.Y. 2016-17 against that of Rs. 195.49 crores for the F.Y.2015-16.

The cash profit before tax profit after tax and earning per share for the yearremained at Rs. 270.79 crores Rs. 158.55 crores and Rs. 11.50 per share respectively.

b. Capital Projects for the year 2016-17

The Company has undertaken a comprehensive review of the manufacturing capacities andis under the process of setting up of corn milling unit of the Company at ChalisgaonMaharashtra which is under final stage of commencement of commercial production. TheCompany has also carried out routine modernization and improvements at all of itsmanufacturing Units. The Board of Directors is proud to inform that the Company isploughing back the retained earnings for the future growth and expansion of the Company.

CORPORATE MATTERS

a. Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as the "Listing Regulations"). In compliance with Regulations 17 to22 and Regulation 34 of the Listing Regulations a separate report on CorporateGovernance along with a certificate from the Statutory Auditors confirming the complianceof Corporate Governance requirements is annexed as Annexure-A to this report.

b. Management Discussion and Analysis

A statement on management discussion and analysis with detailed highlights ofperformance of different divisions / segments of the Company is annexed as Annexure-B tothis report.

SUBSIDIARY COMPANY

The Company does not have any subsidiary company as on 31st March 2017.Hence requirement of consolidated financial statement is not applicable to the Company.

Further pursuant to provisions of Section 129(3) of the Companies Act 2013 read withRule 5 of Companies (Accounts) Rules 2014 the statement containing salient features ofthe financial statements of the Company's subsidiary in Form AOC-1 is not required to beattached.

FINANCE AND INSURANCE

a. Working Capital

The working capital requirements of the Company during the year have been in line withthe standard trends of previous financial years. The utilization of limits has picked upin second half largely due to better business opportunity than F.Y. 2015-16 in soyaprocessing segment and maize processing segment.

During the F.Y. 2016-17 the Company has also placed Commercial Paper ("CP")of Rs. 100 crores. The better rating of CP by CARE has helped the Company to place CP atdecent pricing. The Company also has received fresh sanction of Rs. 50 crores from ICICIBank on unsecured terms. CITI Bank has also increased its unsecured exposure to Rs. 60crores.

The Company has decent rating of A+ with stable outlook for short term working capitalfacilities including the unsecured limits for CITI Bank & ICICI Bank from CRISIL asper the applicable regulatory norms.

b. Term Loans

During the F.Y. 2016-17 the Company has not availed any fresh term loan. The Companyhas received the pending interest subsidy from Central as well as State Government. TheCompany is regular in making payment of term loan installments to HDFC Bank Limited forthe term loan. The term loan is reaffirmed rating of A+ from CARE as per regulatory norms.

c. Insurance

All assets and insurable interests of the Company including building plant &machineries stocks stores and spares have been adequately insured against various risksand perils. The Company has also taken Director's and Officer's Liability Policy toprovide coverage against the liabilities arising on them.

PUBLIC DEPOSITS

During the period under report the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is well supported by the knowledge and experience of its Directors andExecutives. Pursuant to provisions of the Companies Act 2013 and Articles of Associationof the Company Shri Vijaykumar Gupta the Chairman & Managing Director of the Companyand Smt. Sulochana Gupta the Non-Executive Director of the Company are liable to retireby rotation and being eligible have offered themselves for re-appointment.

Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (asamended from time to time) the following are the Key Managerial Personnel of the Company:

1. Shri Vijaykumar Gupta: Chairman & Managing Director;

2. Shri Manish Gupta: Managing Director;

3. Shri Sandeep Agrawal: Whole-Time Director;

4. Shri Dinesh Shah: Chief Financial Officer;

5. Ms. Chetna Dharajiya: Company Secretary.

During the year under review Shri N. Giridhar resigned as Chief Financial Officer-KeyManagerial Personnel of the Company w.e.f. 31st May 2016. The directors placedon record their appreciation for the contribution made by him during his tenure. The Boardof Director at its meeting held on 30th July 2016 has appointed Shri DineshShah as a Chief Financial Officer-Key Managerial Personnel of the Company w.e.f. 30thJuly 2016.

After the balance sheet date:

Shri Mohit Gupta has resigned from the position of Directorship as well as from thedesignation of Joint Managing Director (Key Managerial Personnel) of the Company w.e.f.close of business hours of 31st May 2017. The Board of Directors placed onrecord their appreciation of the valuable services and guidance rendered by Shri MohitGupta during his tenure at their Meeting held on 13th May 2017.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act 2013 (Act) in relation tofinancial statements of the Company for the year ended 31st March 2017 theBoard of Directors states that:

a. in the preparation of the annual accounts the applicable accounting standards readwith requirements set out under Schedule III to the Act have been followed and there areno material departures from the same;

b. 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 as at 31st March 2017 and ofthe profit of the Company for the year ended 31st March 2017;

c. the Directors have 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;

d. the annual accounts/financial statements have been prepared on a ‘goingconcern' basis;

e. proper internal financial controls are in place and are operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is set out herewith as Annexure-C to this report.

MATERIAL CHANGES AND COMMITMENTS IF ANY BETWEEN BALANCE SHEET DATE AND DATE OFDIRECTORS' REPORT

There were no material changes and commitments between the end of the financial year ofthe Company to which the Financial Statements relates and date of Directors' Reportaffecting the financial position of the Company.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS

During the F.Y. 2016-17 the Company has entered into transactions with related partiesas defined under Section 2(76) of the Companies Act 2013 read with Companies(Specification of Definitions Details) Rules 2014 all of which were in the ordinarycourse of business and on arm's length basis and in accordance with the provisions of theCompanies Act 2013 read with the Rules issued thereunder and as per SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations). Furtherthere were no transactions with related parties which qualify as material transactionsunder the Listing Regulations.

All transactions with related parties were reviewed and approved by the AuditCommittee. The details of the related party transactions as per Indian Accounting Standard(Ind AS) - 24 are set out in Note No. 42 to the Standalone Financial Statements formingpart of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure-D to this report.

AUDITORS

a. Statutory Auditors and Auditor's Report

In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 an audit firm can hold office as statutoryauditor for two terms of five consecutive years i.e. for a maximum period of ten years.Further as per the provisions of the Companies Act 2013 Company is required to complywith these provisions within three years from the commencement of the Companies Act 2013.

As per the provisions of Section 139 of the Companies Act 2013 the current StatutoryAuditors M/s. Kantilal Patel & Co. Chartered Accountants (Firm Registration No.104744W) hold office up to the conclusion of 26th Annual General Meeting. Asthey have been in office for more than ten years in compliance with the provisions of theCompanies Act 2013 the Company is required to appoint a new auditor in their place. TheBoard of Directors placed on record its appreciation for the services rendered by M/s.Kantilal Patel & Co. Chartered Accountants during their tenure as Statutory Auditorsof the Company.

The Board of Directors of the Company on the recommendation of the Audit Committee atits meeting held on 29th July 2017 has considered and recommended theappointment of M/s. Arpit Patel & Associates Chartered Accountants (Firm RegistrationNo. 144032W) as Statutory Auditors of the Company to hold office for one term of 5 (five)years commencing from the conclusion of the 26th Annual General Meeting tillthe conclusion of the 31st Annual General Meeting to be held in the year 2022subject to approval of members at the ensuing Annual General Meeting. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of StatutoryAuditors is required to be ratified by Members at every Annual General Meeting.

As required under Section 139 of the Companies Act 2013 and Companies (Audit andAuditors) Rules 2014 M/s. Arpit Patel & Associates Chartered Accountants haveconfirmed and issued a certificate that their appointment if made as aforesaid will bein accordance with the limits specified and they meet the criteria for appointment asstated under Section 141 of the Companies Act 2013 and they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India asrequired under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The Company has also received a certificate from M/s. Arpit Patel & AssociatesChartered Accountants certifying the compliance of provisions of Section 139(2) of theCompanies Act 2013 read with Rule 6(3)(ii) of the Companies (Audit and Auditors) Rules2014.

The Board of Directors recommends to the Members the appointment of M/s. Arpit Patel& Associates Chartered Accountants as Statutory Auditors of the Company.

The Statutory Auditors' report to the shareholders for the year under review does notcontain any qualification reservation or adverse remark and is self-explanatory andunmodified and thus does not require any further clarifications/comments. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee of the Companyduring the year under review.

b. Cost Auditors

The Company has appointed M/s. N. D. Birla & Co. Cost Accountants Ahmedabad(Membership No. 7907) as the Cost Auditors of the Company for audit of Cost Accountingrecords of its activities for the F.Y. 2016-17. Pursuant to Section 148 of the CompaniesAct 2013 read with the Rules issued thereunder the Board of Directors of the Company onthe recommendations made by the Audit Committee at its meeting held on 4thFebruary 2017 has approved the appointment of M/s. N. D. Birla & Co. CostAccountants Ahmedabad (Membership No. 7907) as a Cost Auditor of the Company to conductthe audit of cost records for the F.Y. 2017-18. The remuneration proposed to be paid tothe Cost Auditors subject to ratification of members at the ensuing 26thAnnual General Meeting would not exceed Rs. 220000/- (Rupees Two Lacs Twenty Thousandonly) excluding taxes and out of pocket expenses if any.

The Company has received certificate from the Cost Auditors for eligibility u/s141(3)(g) of the Companies Act 2013 for appointment as Cost Auditor and his/itsindependence and arm's length relationship with the Company.

c. Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed Shri Niraj Trivedi Practicing Company Secretary Vadodara as SecretarialAuditor of the Company for the F.Y. 2016-17 to conduct Secretarial Audit and Company wasfurnished Secretarial Audit Report in Form MR-3 by him. The Secretarial Audit Report isannexed herewith as Annexure-E to this report. In the said report it has been observed bythe Auditor that managerial remuneration payable to one of the Managing Director for theF.Y. 2016-17 is in excess of the prescribed limit of 5% of net profit of that year inrespect to point (i) of second proviso of Section 197 of the Companies Act 2013 (Act).However overall managerial remuneration payable to all the managerial personnel underSection 197 of the Act is well within the prescribed limit. The Company proposes to ratifythe payment of total remuneration in excess of 5% being paid to the said Managing Directorin the forthcoming Annual General Meeting.

Board's Response to the observations in the Secretarial Audit Report

The Company is seeking requisite approvals in terms of point (i) of second proviso ofSection 197 of the Companies Act 2013 from members at this 26th Annual GeneralMeeting for revision in terms of managerial remuneration payable to Shri Manish Gupta inexcess of 5% of net profits of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy which was approved andadopted by the Board of Directors of the Company at its meetings held on 26thJuly 2014. The said policy provides a formal mechanism for all employees of the Companyto approach Chairman of the Audit Committee of the Company and make protective disclosuresabout the unethical behavior actual or suspected fraud and violation of the Company'sCode of Conduct and Business Ethics. Under the Policy each employee of the Company has anassured access to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

With core business interest of the Company in agro-processing and its exports theCompany plays an important role in strengthening the fabric of society by generatingemployment and business opportunities. The Company is committed to conduct its business ina socially responsible ethical and environment friendly manner and to continuously worktowards improving quality of life of the communities in its operational areas. We believethat the sustainable development of our businesses is dependent on sustainable longlasting and mutually beneficial relationships with our stakeholders especially thecommunities we work with. The Company has framed a policy for the Corporate SocialResponsibility laying down the guidelines for sustainable development of the society.During the year the Company has undertaken directly and indirectly various initiativescontributing to the environment including reduced waste generation tree plantationcontribution towards the Swachh Bharat Abhiyan improved waste management implementingenvironmental plan through power generation etc. The Company also developed comprehensiveplan for carrying out activities focusing on promoting education health programmes andskill development and supporting various community development projects in locationswhere the Company operates.

The Board of Directors at its meeting held on 24th May 2014 approved andadopted the Corporate Social Responsibility Policy of the Company pursuant to theprovisions of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 on the recommendations of the CSR Committee.The initiatives undertaken by the Company during the F.Y. 2016-17 in Corporate SocialResponsibility activities have been detailed in this Annual Report. The Annual Report onCSR activities in accordance with the Companies (Corporate Social Responsibility Policy)Rules 2014 is set out herewith as Annexure-F to this report.

MEETINGS OF THE BOARD

6 (Six) meetings of the Board of Directors were held during the F.Y. 2016-17. Thedetails of the meetings of the Board/Committees of the Board are given in the Report onCorporate Governance which forms part of this report.

AUDIT COMMITTEE

During the F.Y. 2016-17 the Committee consisted of Shri Sudhin Choksey (Chairman)Shri Rohit Patel and Shri Rashmikant Joshi the Directors of the Company. As per Section177(8) of the Companies Act 2013 the Board has accepted all the recommendations of theAudit Committee during the F.Y. 2016-17.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. The Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans. TheCompany through its risk management process strives to contain impact and likelihood ofthe risks within the risk appetite as agreed from time to time with the Board ofDirectors. As per Regulation 21 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has voluntarily constituted a Risk ManagementCommittee to oversee the risk management efforts in the Company under the Chairmanship ofShri Manish Gupta Managing Director and other Members being Shri Sandeep AgrawalWhole-Time Director the Chief Financial Officer and the Company Secretary of the Company.The Committee reports to the Board of Directors of the Company. At plants/units levelInternal Committees have been formed headed by plants/units heads of respectiveplants/units and functional departmental heads. Such Committees report to the RiskManagement Committee from time to time. The Board of Directors has developed andimplemented Risk Management Policy for the Company. There are no risks which in theopinion of the Board threaten the existence of the Company. However some of the riskswhich may pose challenges are set out in the Management Discussion and Analysis Reportwhich forms part of this report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any of theCompanies Act 2013 read with the Rules issued thereunder (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) and Regulation 19of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardof Directors at its meeting held on 30th July 2016 revised and adopted theNomination and Remuneration Policy of the Company on the recommendations of the Nominationand Remuneration Committee. The salient aspects covered in the Nomination and RemunerationPolicy covering the Policy on appointment and remuneration of Directors and other mattershave been set out in Annexure-G to this report.

The information required under Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Appointment and Remuneration of Managerial Personnel) Amendments Rules 2016in respect of Directors/employees of the Company is set out in Annexure-H to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation of Executive and Non-Executive Directors of the Company as per Section 178 ofthe Companies Act 2013 and as per Regulation 19 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The criteria was set based on variousattributes inter alia profile experience contribution dedication knowledge sharing ofinformation with the Board regularity of attendance aptitude & effectivenesspreparedness & participation team work decision making process their roles rightsresponsibilities in the Company monitoring & managing potential conflict of interestof management providing fair and constructive feedback & stratetic guidance andcontribution of each Director to the growth of the Company.

The Company has devised the Board's Performance Evaluation Policy document along withperformance evaluation criteria/form for Independent and Non-Independent Directors of theCompany and criteria for evaluation of Board's/Committee's performance along with remarksand suggestions. The performance of the Committees was evaluated by the Board afterseeking inputs from the Committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.

Separate meeting of Independent Directors was held on 4th February 2017 andit reviewed the performance of Non-Independent Directors & the Board as a whole andalso reviewed the performance of Chairman of the Company. The same was discussed in theboard meeting that followed the meeting of the Independent Directors at which theperformance of the Board its committees and individual Directors was also discussed.

LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited and NationalStock Exchange of India Limited. The annual listing fees for the F.Y. 2017-18 has beenpaid to these Stock Exchanges.

INTERNAL COMPLAINTS COMMITTEE

The Board of Directors of the Company at its meeting held on 30th January2016 has approved and revised the Policy for Prevention of Sexual Harassment of Women asper the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 (as amended from time to time). As per the provisions of the said Act theCompany has constituted Committees in the name of "Internal ComplaintsCommittee" for the Registered Office & Units of the Company. During the F.Y.2016-17 there was no case filed under the said Act.

DECLARATION OF INDEPENDENCE

The Company has received necessary declarations from each of the Independent Directorsunder Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulations16(1)(b) & 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and also in the opinion of the Board and as confirmed by these Directors they fulfilthe conditions specified in Section 149 of the Companies Act 2013 and the Rules madethereunder about their status as Independent Directors of the Company.

EXTRACTS OF ANNUAL RETURN

As required under the provisions of Section 134 (3)(a) and Section 92(3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of Annual Return in Form No. MGT-9 is annexed herewith asAnnexure-I to this report.

INTERNAL FINANCIAL CONTROLS AND LEGAL COMPLIANCE REVIEW

The Company has in place adequate internal financial controls with reference tofinancial statements. The Board has adopted policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of fraud errorreporting mechanisms the accuracy and completeness of the accounting records and thetimely preparation of reliable financial disclosures.

The Company has devised systems to ensure compliance with the provisions of allapplicable laws to the Company. During the year the Internal Auditors of each unit of theCompany were assigned the responsibility for ensuring and reviewing the adequacy of legalcompliance systems in the Company as required under the Companies Act 2013. Compliancewith all laws applicable to the Company were checked by the Internal Auditors of each unitand no non-compliance with laws applicable to the Company were reported to the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

HEALTH SAFETY AND ENVIRONMENT

The Company places utmost importance on ensuring safety of its employees visitors tothe premises of the Company and the communities we operate in. Structured monitoring &review and a system of positive compliance reporting are in place. There is a strong focuson safety with adequate thrust on employees' safety. The Company is implementingprogrammes to eliminate fatalities and injuries at work place. Quarterly reports onhealth safety and environment from each plants/units of the Company are received by theCompany and the same are placed before the Board of Directors for their review.

The Company has been achieving continuous improvement in safety performance through acombination of systems and processes as well as co-operation and support of all employees.Each and every safety incidents at plants/units if any are recorded and investigated.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The industrial relations of the Company with its personnel has continued to be cordialand amicable. Your Directors acknowledge and appreciate the efforts and dedication ofemployees towards the Company. Your Directors wish to place on record the co-operationreceived from the staff and workers at all levels and at all plants/units.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing shareholders value. All theCompany's operations are guided and aligned towards maximizing shareholders value.

APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere thanks to the Shareholders& Investors of the Company for the trust reposed on us over the past several years.Your Directors would like to express their appreciation for the assistance andco-operation received from the Banks Departments of Central Government & StateGovernments other Government Departments Members Esteemed Customers and Suppliersduring the year under review. Your Directors also wish to place on record their deep senseof appreciation for the committed services support and contribution by the ExecutivesStaff and Workers of the Company.

For and on behalf of the Board of Directors
Vijaykumar Gupta
Place: Ahmedabad Chairman & Managing Director
Date : 29th July 2017 (DIN: 00028173)