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Sandur Manganese & Iron Ores Ltd.

BSE: 504918 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE149K01016
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OPEN 1155.00
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VOLUME 55190
52-Week high 1248.00
52-Week low 541.40
P/E 12.57
Mkt Cap.(Rs cr) 1,070
Buy Price 1223.35
Buy Qty 475.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1155.00
CLOSE 1152.20
VOLUME 55190
52-Week high 1248.00
52-Week low 541.40
P/E 12.57
Mkt Cap.(Rs cr) 1,070
Buy Price 1223.35
Buy Qty 475.00
Sell Price 0.00
Sell Qty 0.00

Sandur Manganese & Iron Ores Ltd. (SANDURMANGANESE) - Director Report

Company director report

FOR THE YEAR ENDED 31 MARCH 2017

Dear Shareholders

The Directors are pleased to present their Report and Audited Statement of Accounts forthe year ended 31 March 2017:

FINANCIAL RESULTS

(Amount in Rs. lakh)
Sl. No. Particulars Current Year Previous Year
2016-17 2015-16
a) Net Sales / Income 42223.65 22241.22
b) Other Income 508.30 488.17
Total 42731.95 22729.39
c) Expenditure
(i) Variable 22284.68 14130.37
(ii) Fixed 11050.09 8075.73
(iii) Depreciation / Amortization 704.87 437.55
(iv) Interest 724.92 1.24
Total 34764.56 22644.89
d) Profit before taxes 7967.39 84.50
e) Exceptional Items (Net) - 577.00
f) Less:
(i) Current Tax 3210.00 390.00
(ii) Deferred Tax (270.00) 540.43
g) Net Profit/(Loss) 5027.39 (1422.93)
h) Add: Balance brought forward from the previous year 31313.68 33046.82
i) Profit before appropriation 36341.07 31623.89
j) Less: Appropriations
(i) Dividend on Equity Shares 262.50 262.50
(ii) Tax on Dividend 54.93 47.71
Total 317.43 310.21
k) Profit carried to Balance Sheet 36023.64 31313.68

The Company earned profit before tax ofRs.7967.39 lakh after charging Rs.704.87 lakhtowards depreciation on fixed assets andRs.724.92 lakh towards interest. After charging ofincome tax of Rs.3210 lakh and deferred tax of Rs.(270) lakh the profit for the currentyear isRs.5027.39 lakh.

OPERATIONS AT A GLANCE:

MINING OPERATIONS

In Tonnes

Manganese Ore: Iron Ore:
Current Year Previous Year Current Year Previous Year
2016-17 2015-16 2016-17 2015-16
Production 222271 151289 1149899 739744
Internal Consumption 25172 13000 - -
Sales 177373 112277 1193615 884292

The Company produced 222271 tonnes of manganese ore and 1149899 tonnes of iron oreduring the financial year 2016-17 as against 151289 tonnes of manganese ore and 739744tonnes of iron ore produced during the previous year. The Company sold 177373 tonnes ofmanganese ore and 1193615 tonnes of iron ore during the year under review as against112277 tonnes of manganese ore and 884292 tonnes of iron ore sold during the previousyear.

The Company has been able to step up its manganese ore and iron ore production in lightof Central Empowered Committee (CEC) constituted by the Hon'ble Supreme Court permittingrestoration of iron ore production limit to 1.60 Million Tonnes Per Annum (MTPA) and forenhancement of Manganese ore production to 0.254 MTPA for which requisite statutoryapprovals from various authorities could be obtained during the second half of the year.The production of manganese and iron ores was earlier restricted at 0.1874 and 0.74 MTPArespectively.

FERROALLOYS

Opening stock Production Internal Consumption Sales Closing stock [Excess] / Shortage
Silico- Manganese (Tonnes) 163 24862 - 22362 2663 -
(3311) (6757) (-) (9905) (163) (-)

NOTE:

a) Previous year figures are in brackets.

This was the first full year of operation of the two ferroalloy furnaces by the Companyafter taking the ferroalloy and the power plant on lease from its subsidiary pursuant tolease agreement dated 1 February 2016.

The Company produced 24862 tonnes of Silico Manganese and sold 22362 tonnes duringthe year.

POWER

Generation Captive Consumption Sales [Excess] / Shortage
Power (Mega watt) 157578 103449 33354 20775
(40277) (4479) (35418) (380)

NOTE:

a) Previous year figures are in brackets.

During the year the Company generated 157.58 mu of power including 20.00 mu towardsauxiliary consumption. Further the company's captive consumption at its ferroalloy plantstood at 103.45 mu. The Company also sold 0.33 mu of power during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant and material orders were passed by any Regulator(s) or Court(s) orTribunal(s) which would impact the going concern status of the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitment affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.

DIVIDEND

The Board of Directors at its meeting held on 12 November 2016 and 31 March 2017 haddeclared interim dividend of Rs.2 and Rs.1 respectively.

In addition to the above the Directors are pleased to recommend a final dividend ofRs.2 per share out of the profits of the Company for the financial year ended 31 March2017.

Accordingly approval of the shareholders is being sought at the ensuing Annual GeneralMeeting for dividend of Rs.5 per share (including Rs.3 paid as interim dividend) for thefinancial year 2016-17.

SUBSIDIARY

The Company has a Subsidiary Company - Star Metallics and Power Private Limited (SMPPL)in which it holds a stake of 80.58% (as at 31 March 2017). A statement containing thesalient features of the financial statement of SMPPL in the prescribed format is appendedas Annexure- ‘A' to this Report.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY

SMPPL has a ferroalloy plant with two furnaces and a 32 MW thermal power plant whichis used as a captive unit for its ferroalloy operations. In pursuance of lease agreementexecuted on 1 February 2016 the Company has taken both the ferroalloy plant and the powerplant of the subsidiary company on lease.

A brief extract of its financial performance is given below:

(Rs. lakh)
Particulars Current Year Previous Year
2016-17 2015-16
Income
Revenue from Operations 1020.00 8138.16
Other Income 185.29 86.52
TOTAL 1205.29 8224.68
Expenditure
Cost of material consumed - 6017.63
(Increase) / Decrease in finished goods - -
Operating and Other Expenses 230.29 1889.96
Finance Cost 0.00 28.82
Depreciation 507.36 508.05
TOTAL 737.65 8444.46
Profit/(Loss) before Tax 467.64 (219.78)
Tax expenses Current Tax of Previous Year 29.38 -
LESS : MAT Credit of Previous Year (29.38) -
Profit/(Loss) after Tax 467.64 (219.78)
Loss brought forward from previous year (3092.87) (2873.09)
Loss carried to Balance Sheet (2625.23) (3092.87)
Paid-up equity shares (Rs. 10 per equity share) 9337.97 9261.50
Weighted average number of equity shares outstanding 93379705 92615000
Earnings Per Share
- Basic & Diluted 0.50 (0.24)

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

The details of the loans and guarantees given and investments made by the Company arein Note Nos. 9 10 and 25 of the audited financial statements. There are no changes inthese figures from the date of audited financials to the date of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In terms of clause (h) of sub-section (3) of Section 134 of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 the Company is required tofurnish particulars of the contract entered into by the Company with its related partiesin the Board's Report.

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee and also the Board for approval. Thepolicy on Related Party Transactions can be accessed on the Company's website atwww.sandurgroup.com.

Details of the contracts or arrangements made with related parties are given in theprescribed format as

Annexure – ‘B'.

DEPOSITS

The Company has not accepted any fixed deposits from the public during the financialyear under review. The Company did not have any deposits at the beginning of the financialyear. Thus provisions of Section 73 of the Companies Act 2013 are not applicable to theCompany.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statementsand in terms of provisions of Section 129(3) of the Companies Act 2013 consolidatedfinancial statements of the Company and its subsidiary are forming part of the AnnualReport.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including consolidated financial statements along with the Auditors Report andDirectors' Report thereon are available on the Company's website www.sandurgroup.com.Further separate audited accounts in respect of the subsidiary are also placed on thewebsite.

These documents will also be available for inspection during business hours at theregistered office of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of this report the Board is constituted of one Managing Director oneWhole-Time Director three Non-Executive Directors (including the Chairman and a WomanDirector) and five Independent Directors.

The Key Managerial Personnel of the Company constitute one Managing Director one WholeTime Director Company Secretary and a Chief Financial Officer.

During the year under review P. Vishwanatha Shetty and R. Subramanian IndependentDirectors on the Board have resigned from their office with effect from 27 January 2017and 31 March 2017 respectively.

S. Y. Ghorpade was holding the position of Chairman & Managing Director till 31March 2017. Upon completion of his tenure as Chairman & Managing Director theChairman did not opt for re-appointment but chose to continue as a Non-Executive Chairmanof the Company. The Board accorded its approval for his continuance as Non-ExecutiveChairman of the Company with effect from 1 April 2017.

Consequent to appointment of another Non-Executive Director Vatsala Watsa did not meetone of the criteria provided under Section 149(6) of the Companies Act 2013 forcontinuing to be an Independent Director of the Company accordingly the Board hasaccorded its approval on 12 November 2016 for her continuance as a Non-Executive Directorliable to retire by rotation.

The Board has in its 317th meeting held on 30 May 2017 re-designated K. V.Ramarathnam as an Independent Director of the Company.

APPOINTMENT/RE-APPOINTMENTS

G. P. Kundargi has been co-opted on 12 November 2016 as an Additional Director on theBoard. He holds office of an Independent Director.

The Board has at its 316th meeting held on 31 March 2017 re-appointedNazim Sheikh as Managing Director for a period of three years with effect from 1 April2017 and U. R. Acharya as Director (Commercial) for a period of one year with effect from1 April 2017. Pursuant to the provisions of Section 196(4) of the Companies Act 2013aforesaid appointments require approval of the shareholders. Accordingly the Boardrecommends their appointment for approval of shareholders at the ensuing 63rdAnnual General Meeting (AGM).

Vatsala Watsa is liable to retire by rotation at the ensuing 63rd AGM andbeing eligible has offered herself for re-appointment. She is not disqualified from beingappointed as a director as specifiedunder Section 164 of the Companies Act 2013. TheBoard recommends her re-appointment.

The Board also recommends K. V. Ramarathnam's change in status from a Non-ExecutiveDirector to an Independent Director of the Company w. e. f. 30 May 2017 to hold officeas such for a period of 5 consecutive years for shareholders' approval at the ensuing 63rdAGM.

NUMBER OF MEETINGS OF THE BOARD

The Board met 7 (seven) times during the financial year the details of which are givenin the Corporate Governance Report forming part of this report.

The intervening gap between any two consecutive meetings of the Board did not exceedone hundred and twenty days as prescribed under the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The policy of the Company on directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under sub-section (3) of Section 178 of the Companies Act 2013 adoptedby the Board is appended as Annexure- ‘C' to the Report.

DECLARATION BY INDEPENDENT DIRECTORS

All five independent directors of the Company meet the criteria of independence asprovided under sub-section (6) of Section 149 of the Companies Act 2013. Declarations tothis effect have also been received from them.

BOARD EVALUATION

As mandated by the statutory provisions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a mechanism for formal annualevaluation has been devised by the Company. Evaluation of the Board it's Committees andthe directors for the year 2016-17 has been done based on this mechanism. The mechanismprovides for annual evaluation at the end of each year on the basis of feedback receivedby each director. The performance of individual directors was evaluated by the Nominationand Remuneration Committee (NRC). NRC's report on performance evaluation of individualdirectors was taken on record by the Board. The performance of the Board and itsCommittees was evaluated by the Board.

TRAINING OF INDEPENDENT DIRECTORS

On induction the new independent directors on Board are familiarized with the natureof Industry and the Company's business operations. They are updated on a frequent basiswith regard to operations of the Company. Any material development is intimated promptly.The Management encourages participation by the independent directors and accordingly anyclarification sought by the independent directors with regard to the Company's operationsis duly addressed.

Presently no formal training programme exists. Until now learning for the independentdirectors has been a pervasive ongoing phenomenon via participation.

Further at the time of appointment of a director the company issues a formal letterof appointment entailing his/her role function duties and responsibilities as adirector. The terms and conditions of appointment of independent director are available onthe Company's website.

COMMITTEES OF THE BOARD

Currently the Board has seven committees - namely Audit Committee Nomination andRemuneration Committee Stakeholders' Relationship Committee Environment CommitteeCorporate Social Responsibility Committee Risk Management Committee and ProjectCommittee.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee comprises four Independent Directors and a Non-Executive Directornamely B. Ananda Kumar as its Chairman V. Balasubramanian S. S. Rao Vatsala Watsa andG. P. Kundargi as its members.

The Company believes in conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company has established a vigil mechanism towards this end.

In accordance with sub-section (9) of Section 177 read with Rule 7(2) of the Companies(Meetings of Board and its Powers) Rules 2014 the Company's Audit Committee is requiredto oversee the vigil mechanism.

The Committee oversees the vigil mechanism which has been established to addressgenuine concerns about unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct and Ethics expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to theChairman of the Audit Committee in matters concerning financial/accounting and concernsrelating to personnel belonging to levels above Senior General Manager.

The Whistleblower Policy along with other Policies of the Company is available on theCompany's website.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) of the Companies Act 2013your directors state that:

(a) in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2017 and of the profit andloss of the Company for the year ended 31 March 2017;

(c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts for the financial year ended 31March 2017 on a ‘going concern' basis;

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

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

Auditors have not reported any frauds during the year under review.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of Directors has laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively.Your Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

The Company has a well-defined delegation of power with authority limits for approvingrevenue as well as expenditure. The Company uses a state-of-the-art Enterprise ResourceProgramming (ERP) system to record data for accounting consolidation and managementinformation purposes and connects to different locations for efficient exchange ofinformation. It has continued its efforts to align all its processes and controls withglobal best practices.

M/s. P. Chandrasekar Chartered Accountants have been appointed to oversee and carryout internal audit of its activities. The audit is based on an internal audit plan whichis reviewed each year in consultation with the statutory auditors and the audit committee.In line with international practice the internal audit plan aims at reviewing internalcontrols and risks in operations. The audit committee reviews audit reports submitted bythe internal auditors. Suggestions for improvement are considered and the audit committeefollows up on them.

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92(3) read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished as Annexure– ‘D' attached to this Report.

AUDITORS

Pursuant to the provisions of Section 139(2) of the Companies Act 2013 no listedcompany or a company belonging to such class or classes as may be prescribed shall appointor re-appoint an Individual as an Auditor for more than one term of 5 consecutive years oran Audit Firm for more than two terms of 5 consecutive years. M/s Deloitte Haskins &Sells the statutory auditors of the Company had already completed the maximum tenure oftwo terms of five consecutive years as stipulated in Section 139(2) of the Companies Act2013. However in terms of proviso to sub-section (2) of Section 139 of the Companies Act2013 three years time was granted from the commencement of the Companies Act 2013 i.e.1 April 2014 for complying with the aforesaid requirement.

Accordingly M/s. Deloitte Haskins & Sells were appointed as statutory auditors atthe 60th Annual General Meeting (AGM) held on 27 September 2014 to hold officeuntil the conclusion of 63 rd AGM.

In light of the aforesaid the Board is considering to recommend another Firm ofChartered Accountants to be appointed as Statutory Auditors of the Company to hold officefor a term of five years from conclusion of 63rd AGM until conclusion of 68thAGM.

AUDITORS' REPORT

Auditors' Report on the financial statements of the Company is forming part of thisAnnual Report. No qualifications reservations or adverse remarks have been made by theStatutory Auditors in the said Report.

SECRETARIAL AUDIT

Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013the Company is required to annex with its Board's Report a secretarial audit report givenby a company secretary in practice.

N. D. Satish Practicing Company Secretary (ICSI MembershipNo.33507andCertificateofPractice No.12400) has been appointed as Secretarial Auditor of the Company for thefinancial year 2016-17. The Secretarial Audit Report is forming part of this Annual Reportas Annexure- ‘E'.

The Secretarial Auditor has stated in his Report that there have been delays in filingof returns/e-forms with the Registrar of Companies in few circumstances. In this regardthe Board hereby states that the said delays were inadvertent and unintentional and theCompany is striving to ensure timely filing of forms.

The Secretarial Auditor has further observed that the Company has issued duplicateshare certificates by virtue of delegation of specific authority given by Board ofDirectors to its Directors and Company Secretary and whereas in terms of Rule 6(2)(a) ofCompanies (Share Capital and Debenture) Rules 2014 of the Companies Act2013duplicatesharecertificateis required to be issued with the prior approval of theBoard or Committee of Directors. On this the Board states that the duplicate sharecertificates were issued by the Directors and the Company Secretary under the specificauthority granted by the Board in order to comply with provisions of Regulation 39 of theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 requiring a listed entity to issue duplicate share certificates withinthirty days of lodgment.

It is observed in the Secretarial Audit Report that during the period under reviewthere has been a delay in filling up of vacancy of the Independent Director pursuant tothe provisions of Regulation 25 of the SEBI (LODR) Regulations 2015. In this connectionthe Board states that the Board was unable to fill the intermittent vacancy of independentdirector within the stipulated time despite its concerted effort to locate a suitablecandidate but has complied with the requirement of filling the vacancy by appointing anindependent director at the earliest possible time.

The Secretarial Auditor has observed that the Company has not filed a copy of the auditreport along with its financial statements for the year ended 31 March 2016 and also astatement on unmodified opinion as per the provisions of Regulation 33 (3) (d) of LODRwithin the timeframe. The Board states in this regard the said lapse has inadvertentlyoccurred on account of amendment in the provisions of Regulation 33 notified on 27 May2016; a day before the meeting of the Board of Directors on 28 May 2016.

The Secretarial Auditor has further reported delay in intimations of losscertificateand issue of of share duplicate share certificates to the stock exchange asrequired under the provisions of Regulation 39 of SEBI (LODR) Regulations 2015. In thisregard the Board hereby states that the said delays were inadvertent and unintentionaland the Company is striving to ensure timely compliance.

There is no further qualification or adverse remarks in the Report which require replyfrom the Board of Directors.

COST AUDITORS

In terms of Section 148(2) of the Companies Act 2013 read with Rule 4 of the Companies(Cost Records and Audit) Rules 2014 issued by the Ministry of Corporate Affairs (MCA)the Company is required to gets its cost accounting records audited by a cost auditor.

The Board has at its 310th Meeting held on 28 May 2016 appointed M/s. K.S. Kamalakara & Co. as Cost Auditors for the Financial Year 2016-17.

In accordance with Rule 6(5) of the Companies (Cost Records and Audit) Rules 2014 thecost auditor is required to submithisreportwithin180daysfromthedateofclosureofthefinancialyear and within thirty days fromthe date of receipt of the cost audit report the Company shall file a copy of the samewith the Ministry of Corporate Affairs (MCA). The Cost Audit Report for the Financial Year2015-16 was filed with the MCA on 29 September 2016.

CORPORATE GOVERNANCE

The Directors' Report on Corporate Governance is annexed to this certificateof theAuditorsreport. The M/s Deloitte Haskins & Sells Chartered Accountants regardingcompliance of conditions of Corporate Governance as stipulated in Clause E of Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is alsobeing annexed.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of the Annual Report inCompliance with Clause (e) of Sub-regulation (2) of Regulation 34 read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Board constituted the Risk Management Committee on 28 May 2014. Though Statutorilyonly top 100 listed companies ((based on the market capitalization) are required tohave a Risk Management Committee the Board has decided for continuation of the RiskManagement Committee so that the Company would align with practices followed by top 100listed companies in the country.

The Board at its 256th meeting held on 28 October 2005 had prescribed theRisk Management and Minimisation procedures. These procedures are reviewed on a regularbasis by the Board. Risk management includes identifying types of risks and itsassessment risk handling and monitoring and reporting.

Company has also constituted Coordination Committee to monitor various departments andsections of the Company and specified operational responsibilities. The Risk ManagementCommittee focuses on macro and external risks and the Coordination Committee consistingof Executive level of the Board i.e. the Whole-time directors in association with SeniorManagement Personnel take steps for identification assessment mitigation and monitoringof internal and operational risks.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has been for close to six decades consciously contributing towardsCorporate Social and Environmental improvement.

Being socially environmentally and ethically responsible in governance of operationsand also to add value to the operations while contributing towards the long-termsustainability of business the Board of Directors has further strengthened its resolve todo more for the development of the area improvement of living conditions of thesurrounding rural population.

The Annual Report on Company's CSR activities of the Company undertaken during the yearunder review are furnished in Annexure-‘F' attached to this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as prescribed in Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 are set out in Annexure-‘G' to this report.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

Dividends remaining unpaid and unclaimed for a period of seven years from the date oftransfer to the unpaid dividend account are required to be transferred to the InvestorEducation and Protection Fund (IEPF). The Company transferred the following amounts to theIEPF during the year:

Particulars of Dividend Financial year Amount (in Rs.) Date of Transfer
Final dividend 2008-09 141956.00 22 November 2016

EMPLOYEES

Pursuant to the provisions of sub-section (12) of Section 197 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the names and other particulars are set out in Annexure - ‘H' tothe Directors' Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Rules 2013 the Company has constituted an Internal ComplaintsCommittee (ICC) for the prevention and redressal of complaints related to sexualharassment at workplace.

No complaints pertaining to sexual harassment were received during the year ended 31March 2017.

ACKNOWLEDGEMENTS

The directors wish to thank members of judiciary its associates and legal fraternityfor their strong commitment to justice fairness and equity. The directors also extend itsgratitude to the Central and State Governments for the confidence bestowed on the Company.

The directors wish to place on record their appreciation for all its employees fortheir commendable team work and professionalism. And ultimately we wish to thank all thegovernment agencies the promoters business associates banks and investors and lookforward to their continued support and contribution.

for and on behalf of the Board of Directors
Place : Bengaluru S. Y. GHORPADE
Date : 30 May 2017 Chairman
DIN: 00080477