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HeidelbergCement India Ltd.

BSE: 500292 Sector: Industrials
NSE: HEIDELBERG ISIN Code: INE578A01017
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VOLUME 8734
52-Week high 150.55
52-Week low 101.75
P/E 40.65
Mkt Cap.(Rs cr) 2,773
Buy Price 0.00
Buy Qty 0.00
Sell Price 122.35
Sell Qty 52.00
OPEN 122.95
CLOSE 120.40
VOLUME 8734
52-Week high 150.55
52-Week low 101.75
P/E 40.65
Mkt Cap.(Rs cr) 2,773
Buy Price 0.00
Buy Qty 0.00
Sell Price 122.35
Sell Qty 52.00

HeidelbergCement India Ltd. (HEIDELBERG) - Director Report

Company director report

To the Members

The Directors are pleased to present the 57th Annual Report together withthe audited accounts of the Company for the financial year ended 31st March2016.

The Year in Retrospect

In 2015-16 the Indian economy showed stability despite the continued down slide andnegative sentiment around the globe. GDP grew at 7.6% in 2015-16 compared to 7.3% in2014-15 backed by the improved performance of both the manufacturing and service sectors.The agricultural sector remained adversely affected in 2015-16 as well due to scantyrainfall which impacted the rural demand. 2015-16 witnessed a further decline in theglobal crude prices which helped in reducing current account deficit and checkinginflation thus enabling RBI to cut interest rates.

Although the economy showed moderate signs of revival the recovery in cement demandremained muted due to sluggishness in the infrastructure real estate and rural homebuilders' segment. Over the last few years the cement industry has been facing excesssupply which has adversely impacted prices. At the end of March 2016 the overallinstalled cement manufacturing capacity stood close to 405 million tonnes. However totalcement production during 2015-16 was about 282.5* million tonnes compared to 270 milliontonnes in the corresponding period a growth of 4.6%.

* Source: Website of Office of Economic Adviser Ministry of Commerce and Industry.

Financial Highlights / Review of Operations

The Company produced 4.43 million tonnes (MT) of cement during the year ended March2016 compared to 5.24 MT in the fifteen months period ended March 2015 an increase of5.7% on an annualised basis. Cement sales for the year were 4.44 million tonnes comparedto 5.28 million tonnes in the fifteen months ended 31st March 2015 an increaseof 5.1% by volume on an annualised basis. Gross sales in 2015-16 were ' 19228.8 millioncompared to ' 23713.8 million in the fifteen months ended 31st March 2015. TheProfit Before Tax (PBT) from operations in the year 2015-16 was ' 503.7 million comparedto ' 594.8 million (excluding exceptional item) in the fifteen months ended 31stMarch 2015.

A snapshot of the Company's financial performance for the financial year ended 31stMarch 2016 (twelve months) vis-a-vis performance for the previous period ended 31stMarch 2015 (fifteen months) is as under: -

Particulars Financial Year ended 31st March 2016 Fifteen months period ended 31st March 2015*
Income
Revenue from Operations (Gross) 19228.8 23713.8
Revenue from Operations (Net of Excise Duty) 16553.1 20442.8
Other Income 154.8 138.4
Total Revenue 16707.9 20581.2
Earnings before Interest Tax Depreciation and Amortization (EBITDA) 2531.6 3359.5
Net Depreciation and Amortization 940.0# 1375.4
Finance Costs 1087.9 1389.3
Exceptional item - 603.1A
Profit before Tax 503.7 1197.9
Total Tax expense 117.2 602.6
Net Profit for the year 386.5 595.3

* Also includes figures for the discontinued operations pertaining to Raigad Unitwhich was sold on 3r January 2014.

# Pursuant to the applicability of provisions of Schedule II of the Companies Act 2013w.e.f. 1st April 2015 the Company has reassessed the estimated useful life offixed assets. Accordingly depreciation of ' 59.4 million on account of assetswhose useful life was already exhausted as on 1st April 2015 and deferred taxliability of ' 20.6 million thereon had been adjusted to opening reserve in termsof transitional provision of the said Schedule II. Had the Company continued with thepreviously assessed useful lives charge for depreciation during the financial year ended31st March 2016 would have been higher by '181.8 million.

a Net gain before tax arising out of sale of Raigad unit.

On the operations front riding on the back of weak energy prices the Company was ableto keep its fuel costs significantly under control. Advantage of low pet coke prices wastaken by

maximizing pet coke consumption. Packing costs were low due to fall in polypropylenegranule prices. Additionally the Company managed to lower cost by about 7% by conductingreverse auctioning of bags.

The Mines and Minerals (Development and Regulation) Amendment Act 2015 becameeffective from 12th January 2015. During the year 2015-16 the provisions ofthe said Act relating to contribution to District Mineral Foundation and National MineralExploration Trust were also notified. Accordingly the Company has provided for the same inits books of accounts.

Factors like drought in many districts of central India post two successive monsoonfailures sand mining restrictions and labour shortage adversely impacted cement demandduring 2015-16. Despite all odds faced by the cement industry and intense competition theCompany successfully increased its market share in Central India which led to a 5.11%increase in its sales volume over the previous year (on an annualized basis). Consistentgood quality of cement has enabled the Company to meet expectations of its discerningcustomers and sustain a good brand recall for 'mycem. The bond with the channel partnersand customers was further strengthened through the innovative concept of CADS (ChannelAuthorization Digital Signage) an electronic digital display at the dealers' shops. Ouraim to keep strengthening customer relationship remains hinged on product qualityreliability transparency and fairness.

Transfer to Debenture Redemption Reserve

The Company had issued Non-Convertible Debentures aggregating to ' 3700 millioncarrying interest of 10.4% per annum on 16th December 2013. It is proposed totransfer an amount of ' 134.1 million (previous year ' 173.4 million) out of the profitsfor the financial year ended 31st March 2016 to the Debenture RedemptionReserve (DRR) to meet the obligations towards the redemption of debentures commencing from16th December 2019.

During the year the credit rating in respect of the aforesaid debentures has beenupgraded to "Ind AA" (with stable outlook) from "IND AA-" by IndiaRatings and Research Pvt. Ltd. a credit rating agency.

Repayment of External Commercial Borrowings

The Company had borrowed USD 125 million in nine tranches from January 2011 to October2012 by way of External Commercial Borrowings (ECB) for the purpose of financing itsDamoh-Jhansi expansion project. Each tranche of ECB is repayable after a period of fiveyears from the date of its draw down. The entire amount of ECB is hedged against exchangerate fluctuations through cross currency swap agreements. During the last quarter offinancial year 2015-16 first three

tranches of ECB aggregating to USD 60 million became due for repayment and the samewere duly repaid. The Company is gearing up to repay the remaining tranches.

Dividend

With the objective of long term value creation for the shareholders the Company hadinvested around ' 16 billion in capacity additions at its existing locations in CentralIndia. This was financed through a mix of internal accruals and debt. Since the repaymentof External Commercial Borrowings has commenced from January 2016 the Directors havedecided to conserve the financial resources and therefore do not recommend payment ofdividend at this juncture.

Focus on Cost Management

The various cost elements are closely monitored and managed so as to improveprofitability. Consumption parameters of various raw materials are tracked and immediatecorrective actions are taken wherever necessary. In order to control the fuel costs theCompany has successfully altered the fuel mix by increasing the usage of pet coke as thelatter turns out to be more economical compared to coal given the prevailing prices. TheCompany has switched over to use of imported mineral gypsum of high purity resulting inmaximum absorption of fly ash. The Company is also vigilant about its logistics costs andmakes continuous efforts to optimise its rail-road mix.

A Step Towards Clean Energy

The Company has successfully commissioned the Waste Heat Recovery based PowerGeneration Plant at its Narsingarh Plant in Damoh Madhya Pradesh on 15thFebruary 2016. The Power Plant utilises the waste heat generated by the clinkerisationlines of Narsingarh Plant. The Power Plant has the potential to generate approximately 12MW of power. The power generated by the said Plant is substituting equivalent grid powerthereby reducing the power cost of the Company.

Environmental Sustainability

The Company firmly believes in sustainable development and deploys best practices forenvironmental protection and conservation of natural resources. In this context its focusis on lowering carbon emission. Every endeavour is made to adopt efficient technologywhich helps reduce gaseous emissions support use of alternative fuels and optimise use ofresources. Our partnership with associations and forums such as Cement SustainabilityInitiatives of the World Business Council for Sustainable Development National SafetyCouncil and Confederation of Indian Industry enables us to focus on matters ofsustainability through participation of all stakeholders. Key initiatives taken in2015-16 include construction of a reservoir for rain water harvesting at Narasingarhoptimised water consumption in plants by utilising water from the Sewage Treatment Plantsat Narasingarh and Jhansi planting a wide range of saplings around our factories andmines composting household biodegradable waste and installing domestic waste processingfacilities at Narasingarh and Jhansi plants to ensure Zero municipal solid wastedischarge.

Enriching Biodiversity

Recognizing the importance of biodiversity for sustainable development the company hastaken several measures for improving air quality prevention of soil erosion sustenance

of precipitation and conservation of flora and fauna. These include development ofwater bodies and green belt surrounding the plants and mines. The Company has developed anexotic aquatic system (water pond with aquatic species) which is self-sustained and alsoprovides habitat to a wide variety of bird species.

Making a Difference Through CSR

The Company continued to contribute to the economic and social development of the localcommunities in the regions where it has presence by focusing on healthcare educationcommunity development and other related activities. Participation of local communitieswas encouraged to strengthen the bond and create ownership and involvement to maintain thecreated assets. During the financial year ended 31st March 2016 the Company hadspent ' 10.3 million on various CSR activities / projects. Despite the limited obligationspursuant to Section 135 of the Companies Act 2013 the Company exceeded the same byliberal margin.

The Company renovated infrastructure at various schools by providing toilets drinkingwater facility and construction of boundary walls etc. This includes renovation of aschool and construction of a new hostel for hearing and speech impaired children. Booksand notebooks were also distributed to poor students. The Company is also runningeducation centres in the vicinity of its Jhansi plant for the benefit of adults andchildren from the weaker sections of the society.

The Company distributed portable solar chargeable lanterns to girl students in Jhansito enable them to study at night during power outage. To promote sports the Companyorganised a sports meet for school children at Ammasandra. In order to empower women theCompany also distributed sanitary napkin making machines.

Under the rural development programme the Company constructed a road in Imlai villageand culvert in Jhansi for speedier and smoother connectivity especially during monsoons.To complement the "Swachh Bharat Abhiyan" the Company constructed toilets inthe vicinity of its plants.

The Company organized various free health check-up camps manned by experienced doctorsand also provided mobile medical services and distributed medicines in the nearby areas.The Company's central India plants being part of the water scarce Bundelkhand regionwater was supplied in the villages near the Narsingarh plant through water tankers.

The Company also supported the efforts of the local authorities to develop a pond forwater storage in Rajnagar area of Damoh District.

The Report on CSR activities together with the brief outline of CSR Policy of theCompany is annexed herewith as 'Annexure - A'.

Occupational Health & Safety

Occupational health & safety remains a core value of the company and is accordedthe top most priority. All plants are OHSAS 18001:2007 certified. Safety culture is builtwith the top management's commitment safety guidelines of HeidelbergCement Groupcardinal norms on safety compliance with legal obligations and benchmarking against theindustry's best safety practices.

To make our employees and contractors aware of the occupational risks specifictrainings were imparted with focus on making our people as role models in occupationalhealth and safety. Appropriate rules and systems have been put in place for this purposeand relentless efforts are made for continuous improvement on the basis of pastexperiences combined with contemporary safety practices.

Despite the Company's best efforts and high level of commitment at every level weregret to report that three fatalities occurred at the plants during 2015-16.Two separateincidents took place in the 2nd and 4th quarters of the financialyear at Imlai plant involving contract workmen. The first incident occurred in the wagonloading and dispatch area when the cement wagons were being dispatched and the otherincident happened on the road inside the plant premises when a third party truck helpermet with an accident while the driver was reversing the fly ash tanker. An incidentoccurred at Jhansi plant in the 2nd quarter of the financial year involving acontract workman who fell on the running belt conveyor.

In all the above mentioned incidents the works were assigned to contracting agenciesspecialized in the respective fields and the jobs were being done under strictsupervision. Management has taken these incidents seriously and investigated the rootcause of the matters through committees involving experts and the senior leadership team.Although negligent behavior was determined to be the root cause of these accidentsmeasures to prevent its recurrence have been implemented.

Various actions continue to be initiated at all plants to ensure Zero Harm. Severalprecautionary measures have also been taken including training on behavior based safety.Key OHS Initiatives undertaken during FY 2015-16 include CCTV surveillance camerasinstalled at strategic locations for monitoring & control construction of a foot overbridge for safe pedestrian movement on railway crossing at Imlai Plant etc.

Awards and Accolades

The Company continues to pursue excellence in all areas of its operations and we arehappy to report that it received the following awards and honours:

• 'Best Improvement in Thermal Energy Performance 2014-15' for Narasingarh Plantfrom the National Council for Cement and Building Materials.

• 2nd prize for Overall Performance' by Mines Environment & MineralConservation Association Karnataka for Yerekatte Mines

• 2nd prize for Overall Performance' by Indian Bureau of Mines (IBM)Jabalpur for Patharia Mines.

Corporate Governance

The Company believes in creating and sustaining relationship of trust and transparencywith all its stakeholders. The governance framework enjoins the highest standards ofethical and responsible conduct. All the Directors and employees are bound by the Codes ofConduct setting out the fundamental standards to be followed in all actions carried out onbehalf of the Company.

The Company is in compliance with the corporate governance requirements under theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Pursuant to the provisions of the said listing regulations a separatesection on Corporate Governance together with a certificate from M/s. Nityanand Singh& Co. a firm of Company Secretaries in Practice confirming compliance withconditions of Corporate Governance forms an integral part of this Report. A ManagementDiscussion and Analysis Report is also given as an addition to this Report.

A certificate furnished by Mr. Jamshed Naval Cooper Managing Director and Mr. AnilKumar Sharma Chief Financial Officer in respect of the financial statements and the cashflow statement for the financial year ended 31st March 2016 is annexed asAnnexure 'B' to this Report.

Directors

Resignation of Directors

• Mr. Daniel Robert Fritz (DIN: 03491499) a Non-Executive and Non-IndependentDirector of the Company resigned from the Board of Directors with effect from 29thSeptember 2015. The Board places on record its appreciation for the valuable guidanceprovided by Mr. Fritz during his tenure.

• Dr. Lorenz Naeger (DIN: 00603640) a Non-Executive and Non-Independent Directorof the Company resigned from the Board of Directors with effect from 25thJanuary 2016. The Board places on record its appreciation for the valuable guidanceprovided by Dr. Naeger during his tenure.

Appointment of Directors

• Mr. Juan-Francisco Defalque (DIN: 07318811) has been appointed as an AdditionalDirector with effect from 29th October 2015.

• Mr. Kevin Gerard Gluskie (DIN: 07413549) has been appointed as an AdditionalDirector with effect from 4th February 2016.

In the capacity of additional directors Mr. Defalque and Mr. Gluskie hold office up tothe date of the ensuing Annual General Meeting. The Company has received notices undersection 160(1) of the Companies Act 2013 from members proposing the appointment of Mr.Defalque and Mr. Gluskie as directors in the ensuing AGM. Their brief profile is given inthe Notice of AGM. The Board recommends the appointment of Mr. Defalque and Mr. Gluskie bythe members in the ensuing AGM.

Retirement by rotation

• Ms. Soek Peng Sim (DIN: 06958955) retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible offers herself for re-appointment. Her briefprofile is given in the Notice of AGM. The Board recommends her re-appointment by themembers at the ensuing AGM.

Independent Directors: Mr. P.G. Mankad (DIN: 00005001) Mr. S. Krishna Kumar (DIN:01785323) and Mr. Pradeep V. Bhide (DIN: 03304262) were appointed as Independent Directorsby the members for a term of five years from 1st April 2014 up to 31stMarch 2019 in the 55th Annual General Meeting held on 19th June 2014and they continue to be on the Board of Directors. All the independent directors havesubmitted declarations to the Company that they fulfil the criteria of independence aslaid down under Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

Disclosures Under Companies Act 2013

Number of Board Meetings: During the financial year ended 31st March2016 four board meetings were held. The details of the same are given in the CorporateGovernance Report.

Composition of Audit Committee: The Company has an Audit Committee comprising fourmembers namely Mr. S. Krishna Kumar (Chairman of the Committee) Mr. P.G. Mankad Mr.P.V. Bhide and Mr. Jamshed Naval Cooper. Other details about the said Committee are givenin the Corporate Governance Report. All the recommendations made by the Audit Committeewere accepted by the Board.

Board Evaluation: In accordance with the provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an annual evaluation of its own performance that of the directorsindividually and that of all the Committees constituted by it namely the AuditCommittee Nomination and Remuneration Committee CSR Committee and the Stakeholders'Relationship Committee. The manner in which the performance evaluation has been carriedout has been explained in the Corporate Governance Report.

Policies for appointment and remuneration of directors:

The Board has on the recommendation of the Nomination

and Remuneration Committee framed a 'Nomination and Remuneration Policy'. The policy interalia lays down the criteria for determining qualifications positive attributes andindependence of potential candidates for appointment as directors and determining theirremuneration. The said policy is annexed as Annexure 'C' to this Report. The Board hasalso adopted a 'Board Diversity Policy' which requires the Board to maintain appropriatebalance of skills experience and diversity of perspectives in its composition.

Extract of Annual Return: The extract of the Annual Return in the prescribed formMGT - 9 is annexed herewith as Annexure 'D'.

Key Managerial Personnel: No changes took place in the Key Managerial Personnel(KMP) during the financial year ended 31st March 2016. The following personscontinue to be the KMP of the Company:-

• Mr. Jamshed Naval Cooper Managing Director;

• Mr. Sushil Kumar Tiwari Whole time Director;

• Mr. Anil Kumar Sharma Chief Financial Officer; and

• Mr. Rajesh Relan Legal Head & Company Secretary. General: TheDirectors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions with respect to these items during the financial yearended 31st March 2016:

• Details relating to deposits covered under Chapter V of the Companies Act 2013.

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of stock options or sweat equity shares.

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operations in future.

• Loans investments guarantees and securities in terms of Section 186 of theCompanies Act 2013.

Internal Financial Controls

The Company has in place various internal controls policies and procedures to ensureorderly and efficient conduct of its business. During the year under review the InternalFinancial Controls were tested and no reportable material weakness in the design oroperation was observed.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them and based on the assessment of the management the Board ofDirectors makes the following statements in terms of Section 134 of the Companies Act2013:

(a) that in the preparation of the accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(b) that such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2016and of the profit of the Company for the financial year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the financial statements for the financial year ended 31st March2016 have been prepared on a 'going concern' basis;

(e) that proper internal financial controls were in place and that such internalfinancial controls were adequate and were operating effectively; and

(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and were operating effectively.

Related Party Transactions

All the transactions entered into between the Company and its related parties duringthe financial year ended 31st March 2016 were in the ordinary course ofbusiness and on an arm's length basis. The particulars of such transactions have beendisclosed in the notes to accounts of the Balance Sheet presented in the Annual Report.During the year under review the Company has not entered into any related partytransaction exceeding the threshold limit provided under the Companies Act 2013/Rulesmade thereunder and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A statement of all related party transactions is placed before theAudit Committee on a quarterly basis specifying the nature and value of the transactions.

The Company has in place a Policy on Related Party Transactions and a framework for thepurpose of assessing the basis of determining the arm's length price of relevanttransactions. The said policy and the framework are annually reviewed by the AuditCommittee and the Board of Directors. The same have been posted on the Company's website.The web-link to access the said policy and framework is as follows:

http://mycemco.com/sites/default/files/Related%20Party%20Transaction%20Policy.pdf

Risk Management

The Company has a sound risk management system and a structured risk management policyin place. The business risks have been classified under the broad heads - strategicoperational financial and legal & compliance risks. The Company's Risk ManagementPolicy lays down a bottom- up process comprising risk identification analysis andevaluation treatment and controlling. Risk owners identify and analyse all risks in theirarea of operations. The business

risks are reviewed by the Senior Management and thereafter evaluated by the AuditCommittee and the Board of Directors on a quarterly basis.

Vigil Mechanism/ Whistle Blower Policy

The Company has established a vigil mechanism / whistle blower policy to deal with theinstances of unethical behaviour fraud conflict of interest mismanagement and violationof the Code of Conduct. The details of the vigil mechanism are given in the CorporateGovernance Report and the same has been posted on the Company's website. The web link toaccess the said policy is as follows:

http://mycemco.com/sites/default/files/HQL%20Whistle%20Blower%20Policy.pdf

Auditors

In accordance with the provisions of Section 139(1) of the Companies Act 2013 themembers had at the 55th Annual General Meeting (AGM) held on 19thJune 2014 appointed

S.R. Batliboi & Co. LLP Chartered Accountants as statutory auditors of theCompany for three consecutive financial years i.e. up to the conclusion of the 58thAGM. Section 139(1) of the Companies Act 2013 further provides that the appointment ofstatutory auditors shall be placed before the members at every AGM for ratification.Accordingly a Resolution seeking member's ratification for the continued appointment ofS.R. Batliboi & Co. LLP Chartered Accountants as statutory auditors of the Companyis included at Item No. 3 of the Notice convening the AGM. S.R. Batliboi & Co. LLPhave given their consent and confirmed their eligibility under Section 141 of theCompanies Act 2013 and the Rules made thereunder for continuing as statutory auditors ofthe Company. The Board recommends the aforesaid resolution for approval of the members.

The observations of the Auditors in their report on Accounts read with the relevantnotes are self-explanatory. The Auditors' Report does not contain any qualificationreservation or adverse remark.

Cost Audit

The Cost Audit for the fifteen months period ended 31st March 2015 wasconducted by M/s R.J. Goel & Co. Cost Accountants Delhi and as required Cost AuditReport was duly filed with the Ministry of Corporate Affairs Government of India. TheAudit of the cost accounts of the Company for the financial year ended 31stMarch 2016 is being conducted by the said firm and the Report will be filed within thestipulated time.

In accordance with Section 148 of the Companies Act 2013 and the Companies (CostRecords and Audit) Amendment Rules 2014 the Board of Directors has on the recommendationof the Audit Committee appointed M/s. R.J. Goel & Co. Cost Accountants as CostAuditor of the Company for the financial year 2016-17 on a remuneration of ' 225000.Pursuant to Section 148(3) of the Companies Act 2013 a resolution seeking member'sratification for the remuneration payable

to M/s. R.J. Goel & Co. Cost Accountants is included at Item No. 6 of the Noticeconvening the AGM. The Board recommends the aforesaid resolution for approval of themembers.

Secretarial Audit

The Board had appointed M/s. Nityanand Singh & Co. a firm of Company Secretariesin Practice as Secretarial Auditor for carrying out secretarial audit of the Company forthe financial year ended 31st March 2016 in accordance with the provisions ofSection 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The Report of the Secretarial Auditor is annexedherewith as Annexure 'E'. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

Particulars of Employees

The particulars of employees required pursuant to Section 197 of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 shall be provided on request. In accordance with the provisions ofSection 136 of the Act the Board's Report and the Accounts for the financial year ended31st March 2016 are being sent to the members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe members at the Registered Office of the Company during business hours on all workingdays up to the date of the ensuing Annual General Meeting. If any member desires to have acopy of the same he may write to the Company Secretary in this regard.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 forming part of this Reportare annexed as Annexure 'F'.

Acknowledgements

The Directors acknowledge the continued assistance and support of all stakeholdersincluding Customers Bankers Distributors Dealers Suppliers and Contractors. We alsotake this opportunity to express our sincere gratitude for the cooperation and supportreceived by the Company from various agencies of the Central and State Government(s). TheDirectors wish to place on record their sincere appreciation to all employees for theircommitment and continued contribution to the Company. We are grateful for the confidencefaith and trust reposed by the shareholders.

For and on behalf of the Board
Place: Gurgaon P. G. Mankad
Date: 24 May 2016 Chairman