You are here » Home » Companies » Company Overview » K E C International Ltd

K E C International Ltd.

BSE: 532714 Sector: Infrastructure
NSE: KEC ISIN Code: INE389H01022
BSE LIVE 15:54 | 23 Oct 297.10 -3.30
(-1.10%)
OPEN

299.50

HIGH

303.30

LOW

297.00

NSE 15:40 | 23 Oct 297.30 -2.65
(-0.88%)
OPEN

303.00

HIGH

303.00

LOW

296.75

OPEN 299.50
PREVIOUS CLOSE 300.40
VOLUME 18250
52-Week high 337.95
52-Week low 111.20
P/E 24.23
Mkt Cap.(Rs cr) 7,638
Buy Price 297.10
Buy Qty 90.00
Sell Price 0.00
Sell Qty 0.00
OPEN 299.50
CLOSE 300.40
VOLUME 18250
52-Week high 337.95
52-Week low 111.20
P/E 24.23
Mkt Cap.(Rs cr) 7,638
Buy Price 297.10
Buy Qty 90.00
Sell Price 0.00
Sell Qty 0.00

K E C International Ltd. (KEC) - Director Report

Company director report

To the Members of KEC International Limited

The Directors are pleased to present the Twelfth Annual Report of the Company togetherwith Consolidated and Standalone Audited Financial Statements of the Companyfor thefinancial year ended on March 312017.

1. FINANCIAL RESULTS

Particulars

Consolidated

Standalone

FY 2016-17 FY 2015-16* FY 2016-17 FY 2015-16*
Revenue from Operations 8755.05 8709.62 7737.09 7882.24
EBITDA 817.88 692.33 710.67 679.12
Finance Cost 253.61 279.39 208.83 237.94
Depreciation & Amortisation 129.69 131.78 115.39 118.01
Profit Before Tax 463.44 291.42 423.53 338.73
Tax Expenses 158.67 143.57 141.71 143.29
Profit After Tax 304.78 147.84 281.82 195.44
Dividend on equity shares (including tax on dividend) 49.51 30.89 49.51 30.89
Transfer to General Reserve 28.18 15.80 28.18 15.80

*FY 2015-16 numbers are restated as per Indian Accounting Standards (IND AS).

2. PERFORMANCE

Financial Performance

The Company continued on its growth trajectory in Financial Year 2016-17.

On a consolidated basis the Company achieved a turnover of ' 8755 Crore with amarginal growth over FY 2015-16. Revenue continued to be impacted due to the commodityprices remaining flat for a major part of the year and slow down in the oil producingeconomies. However the Company delivered significantly on the profitability front withEBITDA margins on a consolidated level expanding by 126 bps for FY 2016-17 from ' 692Crore in FY 2015-16 to ' 818 Crore in FY 2016-17. The margin improvement was primarilydriven by internal efficiencies and improvements in margin profile of businesses likerailways and the Company's wholly owned subsidiary SAE Towers. The net profit for the yearwas ' 305 Crore in FY 2016-17 as against ' 148 Crore in FY 2015-16 a stronggrowth of 106 percent Year on Year. The Company could achieve substantial reduction in itsinterest costs through better working capital management which resulted in a significantimprovement in profitability. On a standalone basis the Company achieved a turnover ofRs. 7737 Crore and a net profit of Rs. 282 Crore.

During the year the Company secured orders of Rs. 12361 Crore;which is an impressive42 percent increase over last year. The sharp increase in the order book was led by theinternational T&D business which made substantial inroads into new geographies andthe railways business which could benefit from increased spending on railwayinfrastructure in the country. The closing order book of the Company was at '12631 Crore with a significant contribution from verticals like railways and solar. Theorder book profile gives good visibility on both the revenue and profitabilityfront.

Power Transmission & Distribution - The power transmission and distributionbusiness continues to be the largest business vertical which includes construction ofpower transmission lines on turnkey basis as well as construction of Gas InsulatedSubstations (GIS) and Air Insulated Substations (AIS) on turnkey basis. During the yearthis vertical secured orders of Rs. 9345 Crore across the domestic and internationalmarkets.

In the domestic markets the Company has successfully broadened its customer base toinclude private players who are setting up powertransmission projects in India aswell asState Electricity Boards. The Company continues to be a major contractor for PowerGridCorporation oflndia Limited.

On the international front despite global uncertainties and subdued commodity pricesfor a larger part of the financial year the Company was able to achieve a significantorder intake in international markets. As part of its diversification strategy theCompany was able to enter the East Asia Pacific region with tender wins in Malaysia andThailand. Also within the Middle East the Company successfully de-risked its exposure incertain key markets with tender wins in Jordan and Egypt. In Africa the Company could winprojects in countries like Tanzania Zambia Mozambique and Senegal.

The Company has increased its focus on executing turnkey contracts in Brazil throughits wholly owned subsidiary SAE Towers.

Railways - The railway business saw a remarkable growth in FY 2016-17 both in terms oforder intake as well as revenues. This vertical secured orders worth ' 1427 Crore whichincludes both overhead electrification works and composite turnkey contracts for variousrailway agencies in India. The Company has closed almost all the legacy projects in therailways business leading to a much improved profitability.

Renewables - The Company continued to consolidate its presence in the solar EPC spaceand this business vertical secured orders worth ' 613 Crore in FY 2016-17. The Companyalso bagged a large order for a 100 MW solar project in South India.

Cables - The Cables business secured orders worth ' 976 Crore in FY 2016-17. Softcommodity prices continued to affect the business in the first half of the year. Howeverthe Company was able to turn this business around and this vertical was able to achieveprofitability in FY 2016-17.

Civil - In view of the high growth potential the Company has forayed into Civil EPCbusiness. To start with the Company has identified Industrial Plants Residential &Non Residential buildings as attractive areas in Civil space.

3. DIVIDEND

The Board of Directors has recommended a dividend of ' 1.60/- per equity share i.e. 80percent of nominal value of ' 2/- each for the financial year ended March 31 2017(previous year Interim dividend of ' 1/- per equity share of nominal value of ' 2/-each.). The dividend if approved by the Members in the ensuing Annual General Meetingwould involve a cash outflow of ' 49.51 Crore including Dividend Distribution Tax of Rs.8.37 Crore.

In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended ("the ListingRegulations") the Company has formulated a Dividend Distribution Policy which isenclosed herewith as Annexure A and is also available on the website of theCompany at http://www.kecrpg.com/policies.

4. GENERAL RESERVE

The Board of Directors proposes to transfer an amount of ' 28.18 Crore to the GeneralReserve.

5. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 312017 was ' 51.42 Crore.There was no change in the share capital during the year under review.

6. DEBENTURES

During the year the Company on October 28 2016 has issued and allotted 2500secured rated listed non-convertible redeemable taxable Debentures (Series I II andIII) of the face value of Rs. 1000000/- each aggregating to ' 250 Crore on a privateplacement basis.

The Company has repurchased on November 25 2016 750 secured rated listednon-convertible redeemable taxable Debentures (Series I and II) of the face value of '1000000/- each aggregating to ' 75 Crore which were issued and allotted earlier onAugust 20 2014.

7. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) ofSection 2 and Section 73 of the Companies Act 2013 (hereinafter referred to as "theAct") and the Rules framed thereunder. As on March 31 2017 there were no depositslying unpaid or unclaimed.

8. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The loans given investments made and guarantees given & securities provided duringthe year under review are in compliance with the provisions of the Act and Rules framedthereunder and details thereof are given in the Notes to the Standalone FinancialStatements.

9. MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE REPORT AND BUSINESSRESPONSIBILITY REPORT

In terms of Regulation 34 of the Listing Regulations a separate section on ManagementDiscussion and Analysis Business Responsibility Report and Corporate Governance Reporttogether with a certificate from the Company's Statutory Auditors confirming compliancewith Regulations relating to Corporate Governance of the Listing Regulations are set outand forms part of this Annual Report.

10. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and theListing Regulations the Consolidated Financial Statements of the Company including thefinancial details of all the subsidiary companies forms part of this Annual Report. TheConsolidated Financial Statements have been prepared in accordance with the AccountingStandards prescribed under Section 133 of the Act.

11. SUBSIDIARY COMPANIES

The Company has twenty one subsidiaries as on March 31 2017 out of which six aredirect subsidiaries and fifteen are step down subsidiaries. The Company also has one jointventure in Saudi Arabia and one associate company in India. During the year no companybecame/ ceased to be a subsidiary/ associate/joint venture of the Company.

Pursuant to the provisions of sub-section (3) of Section 129 of the Act read with Rule5 of the Companies (Accounts) Rules 2014 the salientfeatures of the Financial Statementsof each of the subsidiaries associates and joint venture companies are set out in theprescribed Form AOC-1 which forms part of the Financial Statements section of the AnnualReport. Further pursuant to the provisions of Section 136 of the Act the FinancialStatements of subsidiary companies are uploaded on the website of the Company i.e.www.kecrpg.com under 'Investors' tab and shall also be available for inspection by anyMember at the Registered Office of the Company on all working days (Monday to Friday)during business hours till the date of the ensuing Annual General Meeting. Any Memberdesirous of having a copy of Financial Statements of subsidiary companies can obtain thesame from the Company by making a written request in this regard.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) ofSection 134 of the Act the Board of Directors of the Company hereby states and confirmsthat:

1. in the preparation of the annual accounts for the financial year ended on March 312017 applicable Accounting Standards have been followed and no material departures havebeen made from the same;

2. we have selected such accounting policies and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2017 and of the profit of theCompany for the year ended on that date;

3. we have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013forsafeguardingtheassets of the Company and for preventing and detecting fraud and other irregularities;

4. we have prepared the annual accounts for the financial year ended on March 31 2017on a going concern basis;

5. we have laid down internal financial controls and the same have been followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;and

6. we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

13.1 Directors

During the year under review there was no change in the composition of the Board ofDirectors of the Company. Pursuant to the provisions of sub-section (6) of Section 152 ofthe Act Mr. H. V. Goenka Non-Executive Chairman is liable to retire by rotation at theensuing Annual General Meeting and being eligible offers himselffor re-appointment.

In compliance with sub-regulation (3) of Regulation 36 of the Listing Regulationsbrief resume expertise and other details of the Director proposed to be re-appointed isgiven in the Notice convening the ensuingAnnual General Meeting.

The Board recommends the re-appointment of Mr. H. V. Goenka as Director of the Company.

13.2 Key Managerial Personnel (KMP)

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Actread with the Rules framed thereunder the following persons are Key Managerial Personnelof the Company:

1. Mr. Vimal Kejriwal Managing Director & CEO;

2. Mr. RajeevAggarwal ChiefFinancial Officer;and

3. Mr. Ch. V. Jagannadha Rao Vice President-Legal & Company Secretary.

There was no change in the KMP of the Company during the year under review.

13.3 Declaration by Independent Directors

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation16 of the Listing Regulations each of the Independent Directors of the Company havesubmitted a declaration that each of them continues to meet the criteria of independenceas provided in the Act and the Listing Regulations.

13.4 Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out an annual evaluation of its own performance the Directors individually andalso of all the Committees of the Board. In order to have a fair and unbiased view of allthe Directors and to facilitate the evaluation the Company availed the services of anexternal agency. The Directors were provided with an electronic platform to record theirviews and a consolidated report was generated by the agency based on the views expressedby all the Directors. The reports generated out of the evaluation process were placedbefore the Board at its meeting and noted bythe Directors.

Further a meeting of Independent Directors was held pursuant to Schedule IV of the Actand the Listing Regulations to review the performance of the Chairman and Non-IndependentDirectors of the Company and the performance of the Board as a whole. The Directors alsodiscussed the quality quantity and timeliness of flow of information between the Companymanagement and the Board which is necessary for the Board to effectively and reasonablyperform their duties. The feedback of the meeting was shared with the Chairman of theCompany.

13.5 Policy on appointment and remuneration of Directors Key Managerial Personnel andSenior Management Personnel

The Board of Directors on recommendation of Nomination and Remuneration Committee hasadopted a Nomination and Remuneration Policy in terms of the provisions of sub-section (3)of Section 178 of the Act dealingwith appointment and remuneration of Directors KeyManagerial Personnel and Senior Management Personnel. The policy covers criteria fordetermining qualifications positive attributes independence and remuneration of itsDirectors Key Managerial Personnel and Senior Management Personnel. The said Policy isannexed to this Report as Annexure ‘B'.

13.6 Meetings of the Board of Directors

The Board of Directors met 5 (Five) times during the year details of which are givenin the Corporate Governance Report annexed to the Annual Report.

13.7 Meetings of Audit Committee

The Audit Committee met 9 (Nine) times during the year under review. The details of themeetings composition of the Committee and the terms of reference of the Committee aregiven in the Corporate Governance Report.

14. AUDITORS

14.1 Statutory Auditors

M/s. Deloitte Haskins & Sells ("DHS") Chartered Accountants (Firm'sRegistration No.: 117365W) were appointed as the Statutory Auditors of the Company tohold office from the conclusion of the Ninth Annual General Meeting until the conclusionof the Twelfth Annual General Meeting. They shall cease to hold the office from theconclusion of the ensuing Annual General Meeting. The Board places on record its sincereappreciation for the services rendered by DHS during their tenure as StatutoryAuditors ofthe Company.

The Board of Directors at its meeting held onjanuary 31 2017 recommended appointmentof Price Waterhouse Chartered Accountants LLP (Firm's Registration No. 012754N/N500016)("PwC") as Statutory Auditors of the Company to hold office from the conclusionof the ensuing Twelfth Annual General Meeting up to the conclusion of Seventeenth AnnualGeneral Meeting subject to ratification by the Members in every Annual General Meeting.PwC has expressed its willingness to be appointed as the Statutory Auditors of the Companyand also confirmed its eligibility in compliance with the provisions of Section 139 141and other applicable provisions of the Act. The Board of Directors recommend to theMembers to pass the resolution for appointment of PwC as the Statutory Auditors of theCompany as stated in Item No. 4 of the Notice convening the ensuing Annual GeneralMeeting.

The Statutory Auditors' Report for the FY 2016-17 does not contain any qualificationsreservations adverse remarks or disclaimer and no frauds were reported by the Auditors tothe Company under sub-section (12) of Section 143 oftheAct.

14.2 Branch Auditors

In terms of provisions of sub-section (8) of Section 143 of the Act read with Rule 12of the Companies (Audit and Auditors) Rules 2014 audit of the accounts of the branchoffices of the Company located outside India is required to be conducted by the person(s)or firm(s) qualified to act as Branch Auditors in accordance with laws of that country.Approval of the Members is sought to authorise the Board of Directors/Audit Committee toappoint Branch Auditors in consultation with the Statutory Auditors for the branch officesof the Company outside India and also to fix their remuneration. The Board of Directorsrecommends to the Members the resolution as stated in Item No. 5 of the Notice conveningthe ensuing Annual General Meeting.

14.3 Cost Auditors

In terms of the provisions of Section 148 of the Act read with Rule 14 of the Companies(Audit and Auditors) Rules 2014 the cost records in respect of manufacturing of Steeltowers and Cables are required to be audited by a qualified Cost Accountant. The CostAuditors' Report does not contain any qualifications reservations adverse remarks ordisclaimer. The Board of Directors upon the recommendation of the Audit Committee hadappointed M/s. Kirit Mehta and Associates Cost Accountants (Firm's Registration No.:000353) to conduct audit of the cost records of the Company for the FY 2017-18. In termsof the above provisions the remuneration payable to the Cost Auditor is required to beratified by the Members in General Meeting. Accordingly the Board of Directors recommendsthe Members the resolution as stated in Item No. 6 of the Notice convening the ensuingAnnual General Meeting.

The Company has filed the Cost Audit Report for the FY 2015-16 with the Ministry ofCorporate Affairs on August 26 2016.

14.4 Secretarial Auditors

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. Parikh Parekh & Associates Practicing Company Secretaries asSecretarial Auditors to conduct Secretarial Audit for the FY 2016-17. The SecretarialAudit Report in the prescribed Form MR-3 is annexed to this report as Annexure ‘C.The said Secretarial Audit Report does not contain any qualifications reservations oradverse remarks bythe Secretarial Auditors.

Further the Board of Directors upon recommendation of Audit Committee has appointedM/s. Parikh Parekh & Associates Practicing Company Secretaries as SecretarialAuditors for the FY 2017-18.

15. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility ("CSR")Committee in terms of the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 inter alia to give strategicdirection to the CSR initiatives formulate and review annual CSR plans and programmesformulate annual budget for the CSR programmes and monitor the progress on various CSRactivities. Details of the composition of the CSR Committee have been disclosed separatelyas part of the Corporate Governance Report. In accordance with Schedule VII of the Actthe Company as a part of its CSR initiative has adopted a CSR Policy outlining variousCSR activities to be undertaken by the Company in the areas of health water sanitationpromoting education skill development etc. The CSR policy of the Company is available onthe Company's website i.e. www.kecrpg.com under 'Investors' tab.

During the year under review the Company was required to spend 2 percent of theaverage net profit for the preceding three financial years calculated in terms of theprovisions of Section 198 of the Act. The report on CSR activities as required under theCompanies (Corporate Social Responsibility Policy) Rules 2014 is set out as Annexure‘O'.

16. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted the RPG Code of Corporate Governance & Ethics ("RPGCode") applicable to all the Directors and employees of the Company. The Codeprovides for the matters related to governance compliance ethics and others.

The Company is committed to create a safe and healthy working environment that enablesthe employees to work without any fear or prejudice gender bias and sexual harassment atworkplace. Accordingly the Company has made a Policy on Prevention of Sexual Harassmentat Workplace on prevention prohibition and redressal of sexual harassment of women atworkplace in accordance with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. An Internal Complaint Committee hasbeen constituted to address grievance(s) of the victims. During the year under review nocomplaints of any nature were received under the provisions of Sexual Harassment of Womenat Workplace Act.

17. WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the provisions of sub-section (9) of Section 177 ofthe Act the Rules framed thereunder and Regulation 22 of the Listing Regulations isimplemented by the Company through a Whistle Blower Policy to enable the Directors itsemployees to voice their concerns or observations without fear or raise reports ofinstance of any unethical or unacceptable business practice or event ofmisconduct/unethical behavior actual or suspected fraud and violation of RPG Code etc.to the Corporate Ethics and Governance Committee. The Policy also provides for adequatesafeguards against victimization of persons who use such mechanism and make provision fordirect access to the Chairman of the Audit Committee in appropriate and exceptional cases.The Policy can be accessed on the Company's website i.e. www.kecrpg.comunder 'Investors' tab.

18. RISK MANAGEMENT POLICY

The Company has a mechanism in place to inform the Board members about risk assessmentand minimization procedures and a periodical review of the same. The risk management formsan integral part of the business planning and review cycle of the Company. The Company isengaged in Engineering Procurement and Construction ("EPC") business and isexposed to various risks in the areas it operates. The Company's Risk Management mechanismis designed to provide reasonable assurances that objectives are met by integratingmanagement control into daily operations by ensuring compliance with legal requirementsand by safeguarding the integrity of the Company's financial reporting and its relateddisclosures. The identification analysis and putting in place the process for mitigationof these risks is an ongoing process. The Company has formed an internal Risk ManagementCommittee of Senior Management and also takes help of external professionals to identifyvarious risks on periodical basis. The Audit Committee reviews these risks on periodicalbasis and ensures that the mitigation plan is in place. The risks faced by the Company andthe various measures taken by the Company are detailed in Management Discussion andAnalysis section.

19. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements are stated in Management Discussion and Analysis section.

20. RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinarycourse of business and at arm's length basis. The Audit Committee grants omnibus approvalfor the transactions that are in the ordinary course of the business and repetitive innature. For other transactions the Company obtains specific approval of the AuditCommittee before entering into any such transactions. Disclosures as required under IndianAccounting Standard ("IND AS") - 24 have been made in the Note No. 51 to theStandalone Financial Statements.

There are no materially significant related party transactions entered into by theCompany with its Directors/Key Managerial Personnel or their respective relatives theCompany's Promoter(s) its subsidiaries/ joint ventures/associate or any other relatedparty that may have a potential conflict with the interest of the Company at large. Thepolicy on related party transaction as formulated by the Board is available on theCompany's website i.e. www.kecrpg.com under 'Investors' tab.

21. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of sub-section (3) of Section 92 and sub-section (3) ofSection 134 of the Act and Companies (Management and Administration) Rules 2014 theextract of the Annual Return as on March 31 2017 in the prescribed Form MGT-9 is enclosedas Annexure 'E'.

22. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company is committed to achieve the EHS objective of accident free workplace. TheCompany has undertaken various EHS management processes and deployed methodologies andimplemented them under the EHS system to ensure that our employees become more safetyconscious and to improve the organization's approach towards prevention ofloss.

The Company on a continuous basis imparts EHS industry specific training to itsemployees and workmen. These robust EHS management processes help the Company inpreventing loss of life and property damage incidents.

The Company has bagged various EHS awards and appreciation from its prestigiouscustomers and independent agencies. The awards include "Outstanding Health &Safety" (OHS) Trophy from the Employers Association of Rajasthan at the 52ndFoundation Year & Best Employer 2015 Award Celebration. The Company also won the BestSafety Practice Award by Power Grid Corporation of India Limited (PGCIL) for its 400kVChittorgarh Transmission Line Project.

A separate section has been added to this Annual Report giving details on EHSobjectives of the Company.

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has strong commitment towards conservation of energy natural resources andadoption of latest technology in its area of operations. The particulars relating toconservation of energy technology absorption foreign exchange earnings and outgo asrequired to be disclosed under clause (m) of sub section (3) of Section 134 of the Actread with Rule 8 of the Companies (Accounts) Rules 2014 are provided in the prescribedformat and the same is enclosed as Annexure 'F'.

24. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section 197 of the Act read withsub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time the disclosures pertaining to theremuneration and other details are given in Annexure ‘G'.

In terms of the provisions of sub-rules (2) and (3) of Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 a statement showingthe names and other details of the employees drawing remuneration in excess of the limitsset out in these Rules forms part of the Annual Report. In terms of Section 136 of theAct this report is being sent to the Members and others entitled thereto excluding theaforesaid information. The said information shall be available for inspection by theMembers at the Registered Office of the Company during business hours on all working days(Monday to Friday) upto the date of the ensuing Annual General Meeting. The saidinformation shall also be provided to any Member of the Company who sends a writtenrequest to the Company Secretary.

25. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Companyrecognises people as the primary source of its competitiveness and continues its focus onpeople development by leveraging technology and developing a continuously learning humanresource base to unleash their potential and fulfill their aspirations. The strategicthrust of Human Resource has been on improvement of the performance of employees throughtraining & development and also to identify out performers who have potential fortaking higher responsibilities.

The employee relations remained cordial throughout the year. The Company had 4207permanent employees on its rolls as on March 31 2017. During the year the Company wasalso recognised as Great Place to Work- Certified™ by Great Place to Work instituteunder their Certification programme. The Board places on record its sincere appreciationfor the valuable contribution made by employees across all levels whose enthusiasm teamefforts devotion and sense of belonging has made the Company proud.

26. OTHER DISCLOSURES

Your Directors state that no disclosures or reporting is required in respect of thefollowing items as the same is either not applicable to the Company or relevanttransactions/events have not taken place during the year under review:

a. The Company has not issued any equity shares with differential rights as todividend voting or otherwise.

b. The Company has not issued shares (includingsweat equity shares) to employees underany scheme.

c. The Managing Director & CEO of the Company did not receive any remuneration orcommission from any of its subsidiaries.

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

e. There have been no material changes or commitments affecting the financial positionof the Company which have occurred between the end of the financial year and the dateofthis report.

27. ACKNOWLEDGMENT

Your Directors take this opportunity to thank the Central and State GovernmentDepartments Organizations and Agencies for their continued support and co-operation. TheDirectors are also thankful to all valuable stakeholders viz. customers vendorssuppliers banks financial institutions joint venture partners and other businessassociates for their continued co-operation and excellent support provided to the Companyduring the year. The Directors acknowledge the unstinted commitment and valuablecontribution of all employees of the Company.

Your Directors also appreciate and value the trust reposed in them by Members of theCompany.

28. ANNEXURES

The following annexures form part ofthis Report:

a. Dividend Distribution Policy-Annexure 'A'

b. Nomination and Remuneration Policy-Annexure 'B'

c. Secretarial Audit Report-Annexure C

d. Annual Report on Corporate Social Responsibility - Annexure 'D'

e. Extract ofAnnual Return - Annexure 'E'

f. Conservation of Energy Technology Absorption and Foreign Exchange earnings andoutgo - Annexure ‘F

g. Information under sub-rule (1) of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014- Annexure 'G'

For and on behalf of the Board of Directors

H. V. Goenka

Chairman

(DIN: 00026726)

Place: Mumbai

Date: May 19 2017