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Sakuma Exports Ltd.

BSE: 532713 Sector: Others
NSE: SAKUMA ISIN Code: INE190H01016
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VOLUME 12719
52-Week high 113.70
52-Week low 50.60
P/E 11.84
Mkt Cap.(Rs cr) 173
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OPEN 101.75
CLOSE 103.45
VOLUME 12719
52-Week high 113.70
52-Week low 50.60
P/E 11.84
Mkt Cap.(Rs cr) 173
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sakuma Exports Ltd. (SAKUMA) - Director Report

Company director report

TO THE MEMBERS OF SAKUMA EXPORTS LIMITED

The Directors take pleasure in presenting the Eleventh Annual Report together with theaudited financial statements for the year ended 31st March 2016. The ManagementDiscussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

Key highlights of standalone and consolidated financial results for Sakuma ExportsLimited for the financial year 2015-16 are tabulated below:

Financial Results

For The Year Ended March 31 2016

(Rs. in lacs)

Standalone Consolidated
2015-16 2014-15 2015-16 2014-15
Sales & Other Income 180603.33 109313.81 313912.23 181025.13
Profit before depreciation & Tax 2000.13 1329.73 3759.44 2470.22
Depreciation 70.82 83.30 70.99 83.60
Profit before Tax 1929.30 1246.43 3688.45 2386.62
Provision for Tax
-Current Tax 635 385.05 521.74 385.18
- Deferred Tax (10.14) (12.88) (10.14) (12.88)
- Income Tax of Earlier years (2.62) 0.89 (2.62) 1.23
Minority Interest and share of loss of associate 0.00 0.00 (46.12) 54.79
Net Profit after tax 1307.06 873.37 3225.59 1958.30
Add: Surplus from previous period 2349.10 1639.99 4695.24 2901.20
Profit Available for Appropriation 3656.16 2513.36 3225.59 4859.50
Appropriation
Dividend on Equity Shares 164.26 164.26 164.26 164.26
Dividend Tax 3.76 0 3.76 0
Adjustment relating to Minority Interest 0 0 94.42 0
Transfer to Statutory Reserve 0 0 0 0
Balance carried to Balance Sheet 3488.14 2349.10 7658.38 4695.24

2. HIGHLIGHTS OF PERFORMANCE

• Total Consolidated income for the year increased by 73% to Rs. 313912.23 Lacsas compared to Rs. 181025.13 Lacs in Previous year.

• Total consolidated net sales for the year was Rs. 312884.19 Lacs as compared toRs. 179445.91 Lacs in Previous year a growth of 74 %.

• Total consolidated profit before tax for the year was Rs. 36.88 Crores ascompared to Rs. 23.86 Crores in Previous year a growth of 55%.

3. BUSINESS OPERATIONS REVIEW AND FUTURE PROSPECTS

The year under review was yet another year full of challenges for the company. On thedomestic front weak monsoon for the second consecutive year adversely affected kharifcrops. Weaker agriculture production led to increase in domestic prices which made exportsdifficult to compete in the global markets. The financial support for exports from thegovernment was insufficient and untimely. As Indian exports volume has been coming downfor the last 2 years the government may consider to financially support exports ofagriculture products.

Globally the scenario did not show any improvement and continued to be grim. SeveralEuropean economies continued to face recessionary trends. Even China also facedrecessionary conditions. Another factor which adversely affected the global trade isunstable political conditions and continued hostilities in the Middle East and NorthAfrica which made the trade risky.

Your Company which has been actively and continuously diversifying and expanding theproducts markets and procurement centers could manage to improve it’s performancebecause of it’s dynamic & well planned strategies. There has been a substantialcontribution by new products which were included in our trading basket in the last 2 yearslike edible oil and pulses. With increase in focus in trading of edible oil and pulses aswell as widening of client base. Your Company is likely to achieve higher growth andperformance in the years to come.

In the face of tough volatile & competitive Global market environment yourCompany continued to strive not only to improve topline but also was successful inachieving higher growth by innovation & tapping new markets and adding new commoditiesin the basket . The Company also continued it’s focus on domestic markets andattained better sales than last year to maintain the growth in this segment of business.

Working of Subsidiaries:

Overall performance of subsidiary Companies has been good. Sakuma Exim DMCC achieved aturnover of AED 547795542 in the current financial year (Previous Year AED 244878284)with a Net Profit of AED 11362211(Previous Year AED 4926092)

However working of another subsidiary in Dubai namely GKM General Trading LLC has notbeen very good . The main reason is that it has been dealing with local distributionbusiness. Of late the business in local trading has been declining & not commensuratewith the investment efforts & business risk .

The management is considering to eventually exit from this Company . The managementtherefore diverted the efforts & resources in the working of another subsidiary in UAEnamely Sakuma Exim DMCC which has been doing very well. This strategy proved very fruitful& volume of business and profitability increased to AED 11362211. in the currentyear (Previous Year AED 4926092) An increase of 130 % over previous year .

Another subsidiary in Singapore namely Sakuma Exports Pte Ltd. started independentcommercial operation beginning November 2015. In the very first year of about 5 monthsit achieved topline of USD 53371538 with a net profit after tax of USD 481078. Thissubsidiary company is showing positive sign of healthy growth and the business prospectslook promising and this subsidiary is expected to contribute significant share of growthin the years to come.

With more focus & deployment of resources this subsidiary is also expected toyield better results in the years to come. Subsidiary Companies in Ghana and Tanzaniacould not get any headway yet in the business after suspension of trade activities in thepast. The management will consider to re-operationalize these subsidiaries and look forappropriate business opportunities.

4. DIVIDEND

Pursuant to the approval of Board of Directors on 11th March 2016 your Company haddistributed an Interim Dividend of Rs. 1/- per share of face value of Rs. 10/- each toshareholders who were on the Register of Members of the Company as on 19th March 2016being the record date fixed by the Board of Directors for this purpose. Total dividendpayout including dividend distribution tax would aggregate to Rs. 16802193.

The Board of Directors of the Company does not recommend any Final dividend for thefinancial year 2015-2016. The Interim Dividend will be considered as final dividend forthe financial year 2015-16.

During the year 2015-16 unclaimed Dividend on Equity Shares of Rs. 106190/- and onPreference Shares of Rs. 37890/- was transferred to the Investor Education and ProtectionFund as required under the Investor Education and Protection Fund (Awareness andProtection of Investor) Rules 2001. The said amount represent Dividend for the year2007-08 which remain unclaimed for a period of 7 years from its due date of payment.

5. TRANSFER TO RESERVES

The Company proposes to transfer an amount of Rs. Nil to the General Reserves and anamount of Rs. 113903833 is proposed to be retained in the Statement of Profit and Loss.

6. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries are preparedin accordance with applicable provisions of the Companies Act 2013 Accounting Standard(AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants ofIndia as well as the SEBI (LODR) Regulations 2015 together with Auditors’ Reportthereon form part of this Annual Report.

7. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2016 was Rs. 16.43 Crores. Duringthe year under review the Company has not issued shares with differential voting rightsnor granted stock options nor sweat equity. There was no change in the Company’sshare capital during the year under review.

8. DEPOSITS

The Company has not accepted deposit from the public and shareholders falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014. Hence the requirement for furnishing details of deposits which arenot in compliance with the Chapter V of the Act is not applicable.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

10. SUBSIDIARY COMPANIES

As on 31st March 2016 the Company has following five subsidiaries:

1. GKM General Trading LLC

2. Sakuma Exim DMCC

3. Sakuma Exports Pte Limited

4. Sakuma Exports (Ghana) Ltd- Step Down Subsidiary

5. Sakuma Exports Tanzania Pvt. Ltd- Step Down Subsidiary

Audited Financial statement of the Company’s Subsidiaries

The Statement containing the salient features of financial statement of Subsidiaries inForm AOC-1 pursuant to Section 129(3) read with rule 5 of Companies (Accounts)Rules 2014 are given below:

(Rs. in lacs)

Sr. No Particulars GKM General Trading LLC Sakuma Exim DMCC Sakuma Exports Pte Limited Sakuma Exports (Ghana) Ltd Sakuma Exports Tanzania Pvt. Ltd
1 Reporting Period Apr - Mar Apr - Mar Apr - Mar Apr -Mar Apr - Mar
2 Reporting Currency AED AED USD GHC TZS
3 Country U.A.E U.A.E Singapore Ghana Tanzania
4 Exchange Rate 17.99 17.99 66.10 16.13 0
5 Share Capital 5.28 8.98 109.07 Nil 1.00
6 Reserves and Surplus 281 3367 339.70 (5865) (1.00)
5 Total Assets 369 20868 10354 111.50 0
8 Total Liabilities 83 17492 9906 277.72 0
9 Investment other than Investment in subsidiary 0 0 0.99 0 0
10 Turnover 2038 98548 35279 100.25 0
11 Profit before taxation (443) 2044 356.58 (150.27) (1.00)
12 Provision for Taxation Nil Nil 38.35 Nil 0
13 Profit after taxation (443) 2044 318.23 (150.27) (1.00)
14 Dividend Paid 179 Nil Nil Nil 0

11. DIRECTORS

11.1 Retirement by Rotation

Pursuant to Section 152 (6) of the Companies Act 2013 and in terms of the Articles ofAssociation of the Company Ms. Shipra Malhotra Director retires by rotation at theforthcoming Annual General Meeting. Being eligible she offers herself for re-appointment.

11.2 Declaration by Independent Directors

The Company has received declarations from the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section 6 of section 149 of the Companies Act 2013 and under regulation 17 of theSEBI (LODR) Regulations 2015.

11.3 Familiarisation Programme for Independent Directors

The Program intends to provide insights into the Company so that the IndependentDirectors can understand the Company’s business in depth and the roles rightsresponsibility that they are expected to perform/enjoy in the Company to keep them updatedon the operations and business of the Company thereby facilitating their activeparticipation in managing the affairs of the Company. In addition to the above Directorsare periodically advised about the changes effected in the Corporate Law SEBI (LODR)Regulations 2015 with regards to their roles rights and responsibilities as Directors ofthe Company.

11.4 Board Evaluation

The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the Board Committees in due compliance with theprovisions of the Companies Act 2013 and the SEBI (LODR) Regulations 2015. Theperformance evaluation of the Independent Directors was carried by the entire Board andthe performance evaluation of the Chairman and Non – Independent Directors wascarried out by the Independent Directors.

The Board evaluation was carried out in accordance with the criteria laid down in theNomination and Remuneration policy of the Company.

11.5 Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with Rule 8(5)(iii) of theCompanies (Accounts) Rules 2014 framed thereunder.

1. Mr. Chander Mohan Executive Chairman-Whole Time Director

2. Mr. Saurabh Malhotra Managing Director

None of the Key Managerial Personnel has resigned during the year under review.

11.6 Remuneration Policy

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and Senior Management Employees. Thedetail of the same has been disclosed in the Corporate Governance Report.

11.7 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year the Company has held 5 (five) Board Meetings which were held on 15thMay 2015; 13th August 2015; 14th November 2015; 13th February 2016 & 11th March2016. The maximum interval between any two meetings did not exceed 120 days.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the 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 as mentioned in Note 2 of the Notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2016 and of the profit of the Company for theyear 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 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

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

13. PLEDGE OF SHARES

The following promoters have pledged their shares with the Banks:

Name of the Promoter No. of Shares pledged As a % of total shares held
Chandermohan 310000 20.22
Saurabh Malhotra 910000 28.19
Total 1220000 7.43

14. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm’s length basis in theordinary course of business and are in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI (LODR) Regulations 2015. There are no materiallysignificant related party transactions made by the Company with Promoters Directors orKey Managerial Personnel etc. which may have potential conflict with the interest of theCompany at large or which warrants the approval of the shareholders. Accordingly notransactions are being reported in Form AOC-2 in terms of Section 134 of the Act read withRule 8 of the Companies (Accounts) Rules 2014. However the details of the transactionswith Related Party are provided in the Company’s financial statements in accordancewith the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

16. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT 2013

No material changes and commitments which could affect the Company’s financialposition have occurred between the end of the financial year of the Company and date ofthis report.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16:

Particulars Number of Complaints
Number of complaints received Nil
Number of complaints disposed off Nil

18. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries JointVenture or Associate Companies during the financial year 2015-16.

19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

A Corporate Social Responsibility (CSR) Committee has been constituted in accordancewith Section 135 of the Companies Act 2013. The details required under the Companies(Corporate Social Responsibility Policy) Rules 2014 are given in CSR Report appended as"Annexure A" to this Report.

20. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The nature of business is export and trading in commodities. The inheritant risks tothe business of the company are as follows:

a. Foreign Exchange risk

b. Commodity Price risk

c. Risk elements in business transactions

d. Physical risk to cargo

All the above risk have been discussed in the Management Discussion and AnalysisReport. The Executive Chairman & Managing Director mitigate the risk with the help oftheir depth of knowledge of market assistance of senior management and forecast based onvarious data available with the Company. The Company has developed the analysis of marketdata which helps in decision making and to ensure the mitigation of the risk.

The Company has not formed Risk Management Committee as it is not applicable underregulation 21 of the SEBI (LODR) Regulations 2015.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Company monitors and evaluates the efficacy and adequacy of internal control systemin the Company its compliance with operating systems accounting procedures and policiesat all locations of the Company and its subsidiaries. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The details of the Whistle Blower Policy are explained in the Corporate GovernanceReport.

23. AUDITORS

23.1 Statutory Auditors

The Company’s Auditors M/s. M. L. Sharma & Co. Chartered Accountants whoretire at the forthcoming Annual General Meeting of the Company are eligible forre-appointment. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company.As required under regulation 33 of SEBI (LODR) Regulations 2015 the auditors have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

23.2 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s P. P. Shah & Co. Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure B" to this Report.

23.3 Qualifications in Secretarial Audit Report

a) Appointment of Company Secretary & Chief Financial Officer:

As per section 203 (1) (ii) & (iii) the Company is required to appoint CompanySecretary & Chief Financial Officer. The Company has not appointed Company Secretary& Chief Financial Officer consequently the annual audited financial statements arenot signed by Company Secretary & Chief Financial Officer. In this regard themanagement of the Company has provided the following reply:

(i) The Company has appointed Mr. Raju Pillai as Compliance Officer of the Company wholooks after the compliance of Companies Act 2013 and SEBI Act and rules made thereunder.

(ii) The Company has availed the services of Practicing Company Secretary for advisingon compliance of Companies Act 2013 and SEBI Act and rules made thereunder

(iii) The Volume and Scope of work for the Company Secretary is less and it is not afull time work and the job of Company Secretary is not attractive commensurate with thescope of work and salary.

b) Corporate Social Responsibility:

As per section 135 of the Companies Act 2013 the CSR is applicable to the Company.The Company is required to spend approximately Rs. 19.37 lacs for the year 2015-16 and Rs.17.79 lacs for the year 2014-15. During the financial year ended 31st March 2016 theCompany has not spent the said amount on eligible CSR activities for the year 2015-16 aswell as 2014-15. In this regard the management of the Company has provided thefollowing reply:

During the financial year the Company has decided to spend accumulated CSR amountingRs. 37 16868/- in the financial year 2016-17.

24. CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from M/s. M. L. Sharma& Co. Chartered Accountants regarding compliance with the conditions of CorporateGovernance is given in a separate section and forms part of the Annual Report. Further adeclaration signed by the Executive Chairman and Managing Director affirming compliancewith the code of conduct by all the Board members and senior management personnel alongwith certificate required under Schedule V (D) of SEBI (LODR) Regulations 2015 is alsogiven in this Annual Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

As required under the schedule V (B) of SEBI (LODR) Regulations 2015 report on"Management Discussion and Analysis" is attached and form part of this AnnualReport.

26. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is given below:

A. Conservation of Energy

The operations of the Company are not energy intensive. However wherever possible theCompany strives to curtail the consumption of energy on continued basis.

B. Technology absorption adaptation and innovation

No expenditure has been incurred by the Company on research and Development activitiesduring the year under review.

C. Foreign Exchange Earning & Outgo

(Amount in Rs.)
Particulars 2015-16 2014-15
(a) Expenditure in Foreign Currency
- Professional and Consultation Fees 626491 15336
- Travelling Expenses 1880403 4437505
- Commission Nil 3392454
- Import 1804246356 1382383752
(b) Earnings in Foreign Currency
- Export of Goods on FOB basis. 1450897028 4390857964

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".

28. PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing monthly remuneration of Rs. 5 00000/- permonth or Rs. 6000000/- per annum. Hence the Company is not required to disclose anyinformation as per Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

29. HUMAN RESOURCES

The relations of the employees of the Company have been cordial during the year.Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Company’s Polices and Systems. TheCompany maintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company’s policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

31. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company’s operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

32. GREEN INITIATIVES

Electronic copies of the Annual Report 2015-16 and Notice of the 11th Annual GeneralMeeting are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addressesphysical copies of the Annual Report 2015-16 and the Notice of the 11th Annual GeneralMeeting under Section 101 of the Companies Act 2013 are sent in the permitted mode.Members requiring physical copies can send a request to the Company.

Your Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant to theSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015.

33. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

34. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysisdescribing the Company’s objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company’s operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

For and on behalf of the Board of Directors
Place: Mumbai Chander Mohan Saurabh Malhotra
Date: 28th May 2016 Chairman Managing Director