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LEEL Electricals Ltd.

BSE: 517518 Sector: Engineering
NSE: LEEL ISIN Code: INE245C01019
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OPEN 279.95
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VOLUME 77150
52-Week high 340.40
52-Week low 168.00
P/E 17.75
Mkt Cap.(Rs cr) 1,164
Buy Price 289.50
Buy Qty 25.00
Sell Price 0.00
Sell Qty 0.00
OPEN 279.95
CLOSE 278.55
VOLUME 77150
52-Week high 340.40
52-Week low 168.00
P/E 17.75
Mkt Cap.(Rs cr) 1,164
Buy Price 289.50
Buy Qty 25.00
Sell Price 0.00
Sell Qty 0.00

LEEL Electricals Ltd. (LEEL) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 30th Annual Report on the business andoperations of the Company alongwith the Standalone and Consolidated Audited Accounts forthe Financial Year ended on March 31 2017.

SUMMARISED FINANCIAL RESULTS

STANDALONE for the year ended

CONSOLIDATED for the year ended

Particulars March 31 2017 March 31 2016 March 31 2017 March 31 2016
Revenue from Operations 3022.43 2387.63 3366.85 2720.32
Other Income 1.98 1.05 8.93 9.09
Earnings before Interest Depreciation & Tax (EBIDTA) 273.84 263.77 273.18 262.09
Finance Cost 118.89 105.30 119.95 106.15
Depreciation 35.98 33.20 48.95 45.35
Profit from ordinary activities but before exceptional items 118.97 125.27 104.28 110.59
Exceptional Items - (45.80) - (45.80)
Profit before tax 118.97 79.47 104.28 64.78
Less: Current Tax 36.20 17.00 36.93 17.65
Deferred Tax (2.37) (0.30) (2.64) (1.51)
MAT Credit Entitlement - 6.94 - 6.94
Profit for the year 85.14 55.82 69.99 41.70
Add: Other Comprehensive Income 0.35 0.71 0.35 0.71
Total Comprehensive Income 85.49 56.53 70.34 42.41
Basic Earnings Per Share (EPS) (?) 21.19 15.61 17.44 11.71

PERFORMANCE OF THE COMPANY

For the financial year ended March 31 2017 on standalone basis the revenue from theoperations grew by 27% to Rs.3024 Crores as compared to Rs.2389 Crores during theprevious year. Operating profit for the year was higher by 4% to Rs.274 Crores as comparedto Rs.264 Crores in the previous year. The profit before exceptional item and the taxstood at Rs.119 Crores as compared to Rs.125 Crores during the last year mainly due toincrease in finance cost to Rs.118 Crores as against Rs.105 Crores during the previousyear as a result of the working capital borrowings. The profit after exceptional item andtax stood at Rs.85 Crores as against Rs.56 Crores during the previous year therebyregistering growth of 52%. The total comprehensive income for the year stood at Rs.85Crores as compared to Rs.56 Crores during the previous year.

On the consolidated basis the revenue from the operations for the year ended March 312017 was Rs.3376 Crores as compared to Rs.2729 Crores during the previous yearregistering a growth of 24%. Operating profit for the year was marginally higher to Rs.273Crores as compared to Rs.262 Crores in the previous year. The consolidated profit beforeexceptional item and tax stood at Rs.104 Crores and after tax was Rs.70 Crores as comparedto Rs.111 Crores and Rs.42 Crores respectively during the previous year. The totalcomprehensive income for the year stood at Rs.70 Crores as compared to Rs.42 Crores duringthe previous year. The decline in profitability was on account of difficult marketconditions which prevailed in France and Spain where subsidiaries observed lower salesvolume.

OPERATIONS

During the year under review your Company organized its revenue stream into threereportable business segments:

a) Consumer Durable Segment

b) OEM & Packaged Air conditioning Segment

c) Heat Exchangers & Components Segments

Your company has delivered a consistent performance during the financial year withstandalone revenue registering a growth of 27% to Rs.3024 Crores. The consumer durablesegment revenue and the results from this segment stood at Rs.1885 Crores and Rs.121Crores during the year as against Rs.1337 Crores and Rs.106 Crores during the previousyear.

The OEM and the packaged air conditioning segment revenue and the results stood atRs.936 Crores and Rs.60 Crores as against Rs.880 Crores and Rs.50 Crores respectivelyduring the last year. During the year the Company has developed and launched new range ofhighly efficient Eco-friendly inverter ACs meeting with 2018 energy efficiency norms forresidential segment.

Heat Exchangers and the Component Segment caters to the manufacturing of heatexchangers and the evaporator coil for the heating ventilation and the air conditioningindustry and copper & brass heat exchangers for the railways heavy automobiles andother industrial applications and the component business of sheet metal. During the yearthe revenue of the segment stood at Rs.604 Crores as compared to Rs. 611 Crores during theprevious year and the segment results stood at Rs.66 Crores as compared to Rs.82 Croresduring the previous year.

For detailed review please refer Management Discussion and Analysis Report as attachedand forms part of the Annual Report. MATERIAL EVENTS OCCURRED AFTER BALANCE SHEET DATE

The Company had sold its Consumer Durable Business comprising of business ofimportingtrading marketing exporting distribution sale of air conditionerstelevisions washing machines and other household appliances and assembling of televisionsunder the brand "LLOYD" and all of the rights title interest licenseescontracts assetscontinuing employees intellectual property including the brand logotrade mark "LLOYD"as a going concern on slump sale basis to Havells India Ltd.('Havells') on May 8 2017 at an enterprise value of Rs.1550 Crores on a debt free cashfree basis. With effect from the closing date all assets/interest/rights etc. includingcontinuing employees of the consumer durable business got transferred to Havells closingdate pursuant to the agreement entered with Havells.

The sale of the consumer durable business will not have any impact on the Company'sexisting B2B air conditioning business as the Company has not sold any of itsmanufacturing facility as the part of the aforesaid transaction and the Company shallcontinue with its existing business of manufacturing of air conditioners as OEM suppliersfor other brands packaged air conditioning for railways and heat exchanger business whichare its core competencies.

Pursuant to the transaction the Company has also changed its name to 'LEEL ElectricalsLtd.' which was duly approved by the Central Government on May 23 2017.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs.1.50 per equity share offace value Rs.10 each i.e. @ 15% for the year ended March 31 2017 subject to approval ofshareholders of the Company (previous year Rs.1.30 per equity share of Rs.10 each i.e. @13%). The total dividend payout would be Rs.7.28 Crores including dividend distributiontax.

Further the Board of Directors had in its meeting held on May 30 2017 declared aspecial dividend (one time dividend) of Rs.20 per equity shares of the face value of Rs.10each (200%) out of proceeds of sale of Consumer Durable Business aggregating to Rs.97.08Crores (including dividend distribution tax). The said dividend was paid on 15.06.2017.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.30 Crores to the general reserve out of the amountavailable for appropriation and an amount of Rs.346.87 Crores is proposed to be retainedin the profit and loss account.

SHARE CAPITAL

During the period under review the authorized share capital of the Company stood atRs.70 Crore divided into 7 Crore equity shares of Rs.10 each.

During the year under review the Company has issued and allotted 4127000 EquityShares to promoter group companies upon conversion of equivalent number of Share Warrantsallotted on preferential basis.

Pursuant to allotment of 4127000 equity shares the issued subscribed capital of theCompany stood at Rs.40.35 Crore and paid-up capital stood at Rs.40.34 Crore as at March31 2017. For further details please refer note 17 of the standalone financial statements.

FIRST TIME ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)

The financial statements are prepared in accordance with the new Indian AccountingStandards notified by the Ministry of Corporate Affairs vide its notification datedFebruary 16 2015. These financial statements are the first financial statements of theCompany under IND AS. Detailed information on the impact of the transition from previousGAAP to IND AS is provided in the annexed financial statements.

SUBSIDIARY COMPANIES

As at financial Year ended March 31 2017 your Company has five direct wholly ownedsubsidiaries (WOS) viz; Lloyd Coils Europe s.r.o. Janka Engineering s.r.o. Noske KaeserRail & Vehicle Germany GmbH Noske Kaeser US Rail & Vehicle LLC Noske Kaeser Rail& Vehicles new Zealand Ltd. and two Indirect WOS through Noske Kaeser Rail &Vehicles new Zealand Ltd. viz; Noske-Kaeser Rail & Vehicle Australia Pty Ltd. andNoske-Kaeser Empreendimentos e Participates do Brasil Ltda.

There are no associate companies within the meaning of Section 2(6) of the CompaniesAct 2013 (Act). There has been no material change in the nature of the business of thesubsidiaries.

In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and its subsidiaries which form part ofthe Annual Report. For details please refer Note 2.4 and 51 of the Consolidated FinancialStatements.

Further a statement containing the salient features of the financial statement of oursubsidiaries in the prescribed format AOC 1 is attached to the financial statements of theCompany.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on our websitewww.leelelectric.com. These documents will also be available for inspection duringbusiness hours at our corporate office.

For detailed performance review of subsidiaries please refer Management Discussion andAnalysis Report as attached and forms part of the Annual Report.

GLOBAL DEPOSITORY RECEIPTS (GDRs)

The Company has 8000 GDRs underlying 16000 equity shares outstanding for conversionas on 31st March 2017. The GDRs are listed on the Professional Securities Market ofLondon Stock Exchange. The Bank of New York acts as the Depository and ICICI Bank as thedomestic custodian in respect of GDRs issued.

FIXED DEPOSITS

During the year under review the Company has not accepted any deposits from the publicunder Section 73 of the Companies Act 2013 and rules made thereunder.

CORPORATE GOVERNANCE

Your Company has always laid a strong emphasis on transparency accountability andintegrity and believes that good governance is the basis for sustainable growth of thebusiness and enhancement of shareholder value. We keep our governance practices undercontinuous review and benchmark ourselves to the best governed companies across the globe.

The report on corporate governance forms an integral part of this report and is set outas separate section to this annual report. The certificate of M/s. Suresh C. Mathur &Co. Chartered Accountants the statutory auditors of the Company certifying compliancewith the conditions of corporate governance as stipulated in Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed with thereport on corporate governance.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required pursuant to Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report isattached herewith and forms a part of the Annual Report.

LISTING AGREEMENT

The equity shares of the company are listed at BSE Ltd. and National Stock Exchange ofIndia Ltd. The GDR's are listed on London Stock Exchange.

Annual Listing fees to above exchanges for the Financial Year 2017-18 as applicablehave been paid well before the due date.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company believes that CSR is a business approach that contributes to sustainabledevelopment by delivering economic social and environmental benefits for allstakeholders. LEEL has always endeavored to promote education and well-being of weakersections of society.

In recognition of this LEEL concentrates most of its sustainability / CSR efforts byactively supporting the education and social causes through its philanthropic arm"Pandit Kanahaya Lal Punj Trust".

In accordance with the requirements of Section 135 of Companies Act 2013 your Companyhas constituted a CSR Committee. The composition and terms of reference of the CSRCommittee is provided in the Corporate Governance Report.

Further details about the CSR policy and initiatives taken by the Company on CSRduring the year are available in our website. The annual report on our CSR activities isappended as Annexure 1 to the Board's Report.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure 2 to the Board's report.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the financial year viz; on May 30 2016; August 312016; November 23 2016; February 9 2017; and February 18 2017. The necessary quorum waspresent at all the meetings. The intervening gap between any two meetings was not morethan one hundred and twenty days as prescribed by the Companies Act 2013.

COMMITTEES OF THE BOARD

The Board has six committees viz; the Sub-Committee of the Board Audit CommitteeNomination and Remuneration Committee Corporate Social Responsibility CommitteeStakeholders' Relationship Committee and Special Committee for issue and allotment ofshares.

The details pertaining to composition of above committees are included in the CorporateGovernance Report which forms part of the board's report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub section (3) of Section 178 of the Companies Act2013 adopted by the Board has been disclosed in the corporate governance report whichforms part of the Board's Report.

BOARD EVALUATION

In pursuance to the provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outannual performance evaluation of its own performance of Directors individually as wellthe evaluation of the working of committees. The performance of the Board was evaluated bythe Board after seeking inputs from all the directors on the basis of the criteria such asthe Board composition and structure board meetings and effectiveness of board processesinformation and functioning etc. The performance of the committees was evaluated by theboard after seeking inputs from the committee members on the basis of the criteria such asthe compliance with the terms of reference of the committees composition of committeesfunctions and duties committee meetings & procedures etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings attendanceindependent judgment etc. In addition the Chairman was also evaluated on the basis ofcriteria such as leadership managing relationship conducting board meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the Board its committees andindividual directors was discussed.

The Board had in its meeting held on May 30 2017 upon recommendation of NRC and onthe basis of performance evaluation of Non-executive Independent Directors increased thesitting fees to be paid to them from Rs.15000 to Rs.20000 for attending each meeting ofthe Board. The said increase in sitting fees is under the limits as prescribed under theCompanies Act 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

During the financial year under review and pursuant to the provisions of Section 203 ofthe Act the Company was having six KMPs viz. Mr. Brij Raj Punj Chairman & ManagingDirector Mr. Bharat Raj Punj Deputy Managing Director Mr. Achin Kumar Roy Whole TimeDirector Mr. Nipun Singhal Whole Time Director Mr. Mukat B. Sharma Whole Time Director& Chief Financial Officer and Ms. Anita K. Sharma Company Secretary & VP Finance.

During the period under review Mr. Gopal Kacker Non-Executive Independent Director hadresigned from the directorship of the Company w.e.f. May 30 2016. The Board of Directorshad in its meeting held on May 30 2016 appointed Ms. Deepti Sahai as NonExecutiveIndependent Director (Additional) for a period of three years w.e.f. May 30 2016 subjectto the approval of shareholders. Her appointment was duly approved by the members at the29th Annual General Meeting (AGM) held on August 26 2016.

Mr. Mukat B. Sharma (Dm:02942036) Whole Time Director& CFO of the Company wasre-appointed as such for a further period of two years w.e.f. January 28 2017 by theBoard of Directors in the meeting held on November 23 2016 and Mr. Bharat Raj Punj(Dm:01432035) Deputy Managing Director of the Company was re-appointed as Deputy ManagingDirector by the Board in its meeting held on May 30 2017 for a further period of 5 yearsw.e.f. August 8 2017. The said appointments are placed before the shareholders for theirapproval in the ensuing 30th AGM.

Pursuant to the sale of Consumer Durable Business to Havells India Limited Mr. NipunSinghal (Dm:02026825) who was the business head of the said business segment designatedas Whole Time Director of the Company had stepped down from the Directorship of theCompany w.e.f. May 08 2017.

The Board places its sincere appreciation towards the valuable contribution receivedfrom Mr. Kacker and Mr. Singhal during their tenure as the Directors of the Company.

Pursuant to provisions of section 152 of the Companies Act. 2013 and Articles ofAssociation of the Company Mr. Mukat B. Sharma (Din: 02942036) will retire by rotation atthe 30th AGM and being eligible has offered himself for re-appointment.

The brief profile of the Directors who are proposed to be appointed / re-appointed arefurnished in the notice of 30th AGM. The Board recommends appointment /re-appointments ofabove said directors.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director thathe/she meets the criteria of independence as laid down in Section 149(6) of the CompaniesAct 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

The Audited Accounts for the financial year ended March 31 2017 are in conformity withthe requirements of the Companies Act 2013. Pursuant to Section 134(5) of the CompaniesAct 2013 your directors hereby confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed alongwith proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems and operating effectively.

AUDITORS & AUDITORS' REPORT Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act 2013 ('Act") theshareholders of the Company had in its 27th AGM held on July 21 2014 appointed M/sSuresh C. Mathur & Co. Chartered Accountants as Statutory Auditors of the Company fora period of 3 years from the conclusion of 27th AGM till the conclusion of 30th AGM.

As per the provisions of Section 139 of the Act the maximum tenure of an audit firmshall be two terms of five consecutive years. The recent changes in the Companies Act2013 has made rotation of Statutory Auditors mandatory after 10 years. As per secondproviso to Section 139(2) of the Companies Act 2013 a transition period of three yearsfrom the commencement of the Act was provided to appoint a new auditor if the existingauditor's firm has completed two terms of five consecutive years.

This is to further inform that M/s Suresh C. Mathur & Co. Chartered Accountantsexisting Statutory Auditors has completed a transition period of three years from thecommencement of the Act therefore their term will expire upon conclusion of theforthcoming AGM.

The Board of Directors at its meeting held on May 30 2017 based on the recommendationof the Audit Committee has recommended the appointment of M/s Goel Garg & Co.Chartered Accountants as statutory auditors of the Company in place of M/s Suresh C.Mathur & Co. Chartered Accountants retiring auditors for a period of 5 yearscommencing from the conclusion of 30th AGM till the conclusion of the 35th AGM subject toratification by shareholders every year.

M/s Goel Garg & Co. Chartered Accountants have consented to the said appointmentand provided a certificate to the effect that if they are re-appointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.

Auditors' Report and the Notes on financial statements referred to in the Auditors'Report are self-explanatory and do not call for any further comments. The Auditors' Reportdoes not contain any qualification reservation or adverse remark. With regard to emphasisof matter as referred in Standalone and Consolidated Auditors' Report regarding the saleof consumer durable business please refer 'events occurring after Balance Sheet date'section under Board's Report and note no. 49 of the standalone financial statements forsuitable explanation.

Cost Auditor

The Board has re-appointed M/s Jain Sharma & Associates Cost accountants as costauditors of the Company for the financial year 2017-18 at a fee of Rs.206250 (includingout of pocket expenses) plus applicable taxes subject to the ratification of the saidfees by the shareholders at the ensuing 30th Annual General Meeting.

The Company has also received a certificate from M/s Jain Sharma & Associatesconfirming that their appointment is in accordance with provisions of section 139 141& 148 of the Companies Act 2013.

The cost audit report of the financial year 2016-17 would be filed with the CentralGovernment within the prescribed time.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed Mr. Sanjay Chugh Practicing Company Secretary to conduct Secretarial Audit forthe financial year 2016-17. The Secretarial Audit Report for the financial year endedMarch 31 2017 is appended as Annexure 3 to this Report.

The Board has re-appointed Mr. Sanjay Chugh Practicing Company Secretary assecretarial auditor of the Company for the financial year 2017-18.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

PARTICULARS OF LOANS AND GUARANTEES

The particulars of loans guarantees and investments have been disclosed in the notesto the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. The Company has not entered in any material related party transaction during theyear.

Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure 4 inForm AOC-2 and the same forms part of this report.

Please refer Note 40 to the financial statement which sets out related partydisclosures.

RISK MANAGEMENT

The Audit Committee in supervision of Board of Directors is responsible foridentifying evaluating and managing all significant risks faced by the Company. Thedetailed statement indicating the development and implementation of risk management policyincluding identification therein of elements of risk has been covered in the managementdiscussion and analysis which forms part of this report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference tofinancial statement including adherence to the Company's policies safeguarding of itsassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures.

The detailed information about internal controls is set out in the ManagementDiscussion & Analysis report which is attached and forms part of this Report.

VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy and has established a vigilmechanism for employees and directors to report their genuine concerns. The Policyprovides for a mechanism to report genuine concerns to Whistle Counselor or the WhistleBlower Committee and in exceptional cases Chairman of the Audit Committee of the Company.The functioning of the Vigil mechanism is reviewed by the Audit Committee from time totime. none of the Whistle Blowers have been denied access to the Audit Committee of theBoard. The Whistle Blower Policy complies with the requirements of Vigil mechanism asstipulated under Section 177 of the Companies Act 2013. The details of establishment ofthe Whistle Blower Policy/ Vigil mechanism have been disclosed on the website of theCompany.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in the Annual Report there have been no material changesand commitments affecting the financial position of the Company which occurred duringbetween the end of the financial year to which the financial statements relate and thedate of this report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are given inAnnexure 5 to this Report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Act and Rule 5 (1) Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (Rules) have been appended as Annexure - 6 to thisreport. Details of employee remuneration as required under provisions of Section 197 ofthe Companies Act 2013 and Rule 5(2) and 5(3) of the Rules are available at the CorporateOffice of the Company during working hours 21 days before the Annual General Meeting andshall be made available to any shareholder on request.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a policy against sexual harassment and a formal process for dealingwith complaints of harassment or discrimination. The said policy is in line with SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 andRules made thereunder. The Company through the policy ensures that all such complaintsare resolved within defined timelines. During the year no case was reported.

ACKNOWLEDGEMENT

We thank our shareholders customers vendors investors and bankers for theircontinued support during the year. We place on record our appreciation for thecontribution made by our employees at all levels. Our consistent growth was made possibleby their hard work solidarity cooperation and support.

We also place on record deep appreciation to various statutory authorities Central andState Governments and Government of various countries where we operate for their continuedassistance co-operation and encouragement they have extended to the Company and lookforward to their continued support in future.

For and on behalf of the Board of Directors
Date: August 10 2017. Achin Kumar Roy
Place: New Delhi Wholetime Director &
Chairman of the Meeting
DIN:01475456