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Shriram EPC Ltd.

BSE: 532945 Sector: Engineering
NSE: SHRIRAMEPC ISIN Code: INE964H01014
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OPEN 21.15
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VOLUME 17025
52-Week high 40.80
52-Week low 19.55
P/E
Mkt Cap.(Rs cr) 1,973
Buy Price 21.00
Buy Qty 150.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.15
CLOSE 21.25
VOLUME 17025
52-Week high 40.80
52-Week low 19.55
P/E
Mkt Cap.(Rs cr) 1,973
Buy Price 21.00
Buy Qty 150.00
Sell Price 0.00
Sell Qty 0.00

Shriram EPC Ltd. (SHRIRAMEPC) - Director Report

Company director report

Dear Shareholder

Your Directors present the Sixteenth Annual Report together with the Audited Financialstatements of your Company for the Financial Year ended 31st March 2016.

FINANCIAL RESULTS

Rs. in Lakhs
Consolidated Consolidated Standalone Standalone
(12 months) (12 months) (12 months) (12 months)
2015-16 2014-15 2015-16 2014-15
Total Income 66062.84 66900.47 66062.84 66900.81
Profit before Interest Depreciation tax and extraordinary items 14126.34 5403.63 14134.95 5427.60
Interest & depreciation 27823.42 30689.16 27823.42 30689.16
Profit before tax & before extra- ordinary items (13697.08) (25285.53) (13688.47) (25261.56)
Provision for taxation 23.61 23.61
Profit after tax & extraordinary items (20404.46) (25309.14) (24403.07) (25285.17)
Balance brought forward from last year (83453.18) (56842.34) (74662.49) (49331.46)
Profit available for appropriation (20404.46) (26519.11) (24403.07) (25239.31)
Transfer to general reserves
Surplus carried forward (103857.64) (83453.18) (99065.56) (74662.49)

OPERATING RESULTS & PERFORMANCE

During the Financial Year ended March 31 2016 the Company had recorded a total incomeat Rs.660.62 crores as against Rs. 669 crores in the previous year on a standalonebasis. Loss before tax and extraordinary items was at Rs. 136.88 crores.

Loss after tax was at Rs.244.03 crores compared to a loss in the previous year of Rs.252.85 crores.

BUSINESS HIGHLIGHTS

During the past year the operations of the Company continued to be under some stressdue to the business environment. Payment and approval delays from customers as well asdelays in approval and release of enhanced limits from Banks affected the operations andthe cash flows.

CAPITAL INFUSION

During the year as a part of the Corporate Debt Restructuring scheme the lenders hadopted to convert their Funded Interest Term Loan and their Sacrifice amount into EquityShares. Consequently the Bankers’ shareholding in the Company had increased to 42%of the outstanding equity as on 31st March 2016. The promoters have also infused Rs.389crores as equity into the Company. This was used for redemption of preference shares andrepayment of unsecured loan of Rs.89 crores. The promoter’s shareholding as on 31stMarch 2016 was 50.03%.

A few banks converted a part of their WCTL into equity before March 2016 and otherbankers are also approaching their sanctioning authorities for approval of the same.

During the year your Company was awarded orders worth over Rs.1100 crores. Water andInfrastructure division received orders for Rs. 668 crores and Process & Metallurgydivision Rs.350 crores. Significant orders include the following:

Process & Metallurgy

Rs. in crs
Supply Erection Testing and Commissioning of Steel Melt Shop and Continuous Casting Shop to produce 615000 TPA capacity of Steel Billets at New Gummidipoondi Chennai 352.00
Water and Infrastructure projects
a. Rehabilitation of Trunk Sewer in Varanasi by Trenchless Technology 83.68
b. Supply and installation of the Zero Liquid Discharge Effluent Treatment Plant at Ennore 28.42
c. Providing UGD facilities to further extension of Anjanapura BDA Layout. 14.61
d. Design and Construction of Intake Wells and Water Distribution System for Rural Water Supply in Districts Jharkand 137.47
e. Design Build and Operate Sewerage Network and Sewage Treatment Plant for Byadgi Town Municipality in Karnataka 64.49
f. Road Work of NH-43 Kanker to Bedma Section in the State of Chhattisgarh under NHDP - IV on EPC basis 308.77

Company’s Standalone order book was over Rs.2298 crores as at March 31 2016.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Company has constituted Business RiskManagement Committee. The details of Committee and its terms of reference are set out inthe Corporate Governance Report forming part of the Board’s Report.

The Company has a robust Business Risk Management (BRM) framework to identifyevaluate treat and Report business risks. This framework seeks to create transparencyminimize adverse impact on the business objectives and enhance the Company’scompetitive advantage. The business risk framework defines the risk management approachacross the enterprise at various levels including documentation and reporting. Theframework has different risk models which help in identifying risks trend exposure andpotential impact analysis at a Company level as well as business segments and itsmitigation plans.

The business risks identified by the Company and its mitigation plans are as under:

Project Risks:

In the context of the projects being executed the Company reviews the risks associatedwith a project in all the following aspects but not restricted to:

• Client related details such as financial closure of the projectcreditworthiness and reputation of the client.

• Estimation risks like price and quantity variances contingency provision forexfluctuation on a periodic basis.

• Commercial risks like taxes and duties payment terms bank guaranteerequirements

• Organisational risks like availability of technical and managerial resourcesgap funding needs consortium partners roles and responsibilities.

• Performance risk like achievability of guarantee parameters time schedulewarranty and defect liability obligations.

• Interfacing risks like coordination with multiple agencies for approvals andclearances.

• Geographic risks like unfavourable weather conditions earth quake floods etc.

Above key risks are closely tracked for timely mitigation.

Competition Risks:

The Infrastructure Industry is becoming intensely competitive with the foray of newentrants and some of the existing players adopting inorganic growth strategies. Tomitigate this risk the Company is leveraging on its expertise experience to increasemarket share enhance brand equity / visibility and enlarge product portfolio and serviceofferings.

Occupational Health & Safety (OHS) Risks:

Safety of employees and workers is of utmost importance to the Company. To reinforcethe safety culture in the Company it has identified occupational health & safety asone of its focus areas. Various training programmes have been conducted at the sites suchas behaviour based safety training program visible safety leadership program logisticssafety program etc.

ECONOMIC SCENARIO AND OUTLOOK

Global growth disappointed again in 2015 slowing to 2.4 percent and is expected torecover at a slower pace than previously envisioned. The GDP (Gross Domestic Product)growth in India dipped marginally this year as expansion in public investment weakenedunder fiscal constraints. Private corporations continuing to deleverage. Private sectorcapex continued to be very limited. The weak balance sheets of public sector bankshampered lending and growth prospects.

The medium term to long term growth prospects look positive in view of the Governmentof India taking significant initiatives to boost the infrastructure sector. The Governmentof India planning to launch the National Infrastructure Investment Fund (NIFF) is a bigstep forward.

BUSINESS OVERVIEW

Your Company operates in two main segments; turnkey contracts and wind turbines. Abrief review of the business in these segments is given below.

The turnkey contracts segment represents the Company’s engineering procurementand construction projects business which include renewable energy projects likebiomass-based power plants metallurgical and process plant projects and municipalservices projects like water and wastewater treatment plants water and sewerinfrastructure and pipe rehabilitation.

The order backlog was over Rs.2298 crores as on March 31 2016.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has through Circular No.17/2011 pronounced aGreen initiative in Corporate Governance that allows Companies to send notices/documentsto shareholders electronically. The Green Initiative endeavors to reduce consumption ofpaper in turn preventing deforestation and contributes towards a green and cleanenvironment. In support of the initiative announced by MCA your Company will send noticesconvening Annual General Meeting Audited Financial Statements Directors Report andAuditors’ Report etc in electronic form in the current Financial Year. Your Companywould like to continue the Green Initiative further and requests all shareholders to optfor electronic documents.

However on request by any member of the Company/Statutory Authority interested inobtaining full text of the financial statements these documents will be made availablefor examination at its registered office. On personal request by any shareholder aphysical copy of the Annual Accounts need to be provided. Pursuant to this a statementsummarizing the financial results of the Subsidiary is attached to the ConsolidatedFinancial Statement.

SUBSIDIARY

SHRIRAM EPC FZE SHARJAH

The Company had formed a 100% subsidiary in the name of Shriram EPC FZE Sharjah atSharjah Airport International Free Zone which will facilitate the Company in procuringoverseas contracts in the Middle East & Africa. This is in line with themanagement’s strategy to embark into overseas market.

The Company is hopeful of increasing the business activity in the said subsidiary inthe coming years.

ASSOCIATES

HALDIA COKE & CHEMICALS PVT. Limited (HCCL)

HCCL is engaged in the business of manufacturing processing importing exportingtrading buying selling stocking and distributing coke.

The last year for HCCL continued to be extremely tough due to the general economicscenario.

During the year 2015-16 HCCL recorded a turnover of Rs 39.66 crores compared to Rs545.92 crores in 2014-15.

DIVIDEND

Since the Company has made a loss for the year the Board has decided not to recommenda Dividend.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2016 was Rs.330.62 Crores.During the year under review M/s SVL Limited. (SVL) formerly M/s Shriram IndustrialHoldings Limited the holding Company infused Rs.389 crores which was used for redeemingthe Preference shares of Rs.300 crores and the balance to repay the unsecured loan in theCompany. As per one of the clauses in the CDR scheme majority of the banks opted toconvert their Funded Interest Term Loan (FITL) and Sacrifice amount into equity atRs.32.98 per share and Rs.40.05 per share respectively. Further in the later part of theyear some bankers also decided to convert a portion of their Working Capital Term Loan(WCTL) into equity which was at Rs.32.98 per equity share allotment of which wascompleted before March 31 2016. The shareholding of the Company as on 31st March 2016 ispromoters holding at 50.03% and the bankers holding at 42.1%. The total networth of theCompany as at 31st March 2016 was Rs.456.88 crores.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In addition to the Internal Controls on Operations the Board has laid emphasis onadequate internal financial controls to ensure that the financial affairs of the Companyare carried out with due diligence. Apart from Internal Audit function which scrutinizesall the financial transactions there are also processes laid down leading to CFO/CEOcertification to Board on the adequacy of Internal Financial Controls as well as internalcontrols over financial reporting.

APPOINTMENT OF DIRECTORS

Mr. R. Sundararajan Director (DIN: 00498404) will retire by rotation pursuant toSection 152(6) of the Companies Act 2013 at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment.

RESIGNATION OF DIRECTORS

During the year Mr. Vishal Vijay Gupta Director (DIN: 01913013) and Mr. S.Srinivasan Vice Chairman (DIN: 00014652) had resigned from the Board of Directors and thesame was accepted by the Board with effect from 30th July 2015 and 13th January 2016respectively.

Your Directors place on record their grateful appreciation of the valuable servicesrendered and contributions made by Mr. Vishal Vijay Gupta (DIN: 01913013) andMr.S.Srinivasan (DIN: 00014652) during their tenure of office as Directors of theCompany.

EVALUATION OF BOARD’S PERFORMANCE

As per the provisions of Section 134(3) (p) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Audit Committee Nomination &Remuneration Committee and Risk Management Committee and Stakeholders RelationshipCommittee. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programmes for Independent Directors of the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at the following link: http://www.shriramepc.com/Companies-Act-2013-Compliance.aspx

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 (Act) stating that the IndependentDirectors of the Company met with the criteria of Independence laid down in Section 149(6)of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act 2013 the Board on the recommendationof the Nomination & Remuneration Committee framed a policy for selection andappointment of Directors Key Managerial Personnel and other employees and theirremuneration.

The details of the Remuneration Policy are stated in the Corporate Governance Report.

NUMBER OF THE MEETINGS OF THE BOARD

The Board had met Thirteen (13) times during the Financial Year ended 31st March 2016on 10th April 2015 28th May 2015 25th June 2015 26th June 2015 9th July 201531st July 2015 11th August 2015 26th August 2015 24th September 2015 30thSeptember 2015 4th November 2015 18th December 2015 and 11th February 2016. TheAudit Committee had met Four (4) times on 28th May 2015 11th August 2015 4th November2015 and 11th February 2015. The details of the said meetings are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

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 accounts for the year ended March 31 2016the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;

b. that the Directors had selected such accounting policies as mentioned in Note No : 2of the Financial Statements and applied them consistently and judgement and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2016 and of the loss of the Company for the year ended on thatdate;

c. that the Directors had taken that proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. that the Directors had prepared the annual accounts on a going concern basis;

e. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the Financial Year were on anarm’s length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with promotersDirectors key managerial personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. None of the Directors has anypecuniary relationships or transactions vis--vis the Company other than sitting fees andreimbursement of expenses incurred if any for attending the Board meetings.

All related party transactions are placed before the audit committee for review andapproval as per terms of the Policy for dealing with related parties Prior omnibusapproval of the audit committee is obtained on a quarterly basis for the transactionswhich are of a foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted are audited and a statement giving details of all relatedparty transactions is placed before the audit committee and the board of Directors fortheir approval on a quarterly basis.

The policy on related party transactions as approved by the board is uploaded on theCompany’s website at the following linkhttp://www.shriramepc.com/Companies-Act-2013-Compliance.aspx

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMER MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORT

The explanations/comments made by the Board relating to qualification reservations oradverse remarks made by the Statutory Auditors and the Practising Company Secretary theirrespective reports are furnished below:

QUALIFICATIONS OF STATUTORY AUDITORS Management’s response to Statutory Auditorsqualification.

The Company has taken recourse for recovery of amount spent on the project throughlegal diplomatic and claim under credit insurance with ECGC in addition to injunctionin force against nvocation of Performance Bank Guarantee issued in favour ofGovernorate of Basra in Iraqi Court as well as High Court of Chennai India. FurtherCompanyRs.s petition for award of compensation for the quantum of work done is pendingwith the Appellate Court in Iraq. In view of the above Company is confident of recoveringthe amount spent on the project hence no provision was made.

QUALIFICATIONS BY THE SECRETARIAL AUDITORS

1. The Company has not filed Form 5 INV and not disclosed the same on the website ofthe Company as per the provisions of Section 205C of the Companies Act1956.

Management’s response

The Company shall undertake to file Form 5 INV once the new form is made available inthe MCA website

2. The Company has not forwarded the Annual General Meeting Proceedings to the stockexchanges for the AGM held on 24.09.2015 and hence Clause 31 of the Listing Agreement hasnot been complied with.

Management’s response

The Company has noted the same and shall ensure in future that clause 31 of the listingagreement is complied with.

3. The Company has filed certain PAS-3 forms wrongly mentioning the number of sharessubsequently revised PAS-3 forms were filed by the Company.

Management’s response

The Company had filed a PAS 3 for allotment of shares and by oversight had mentionedthe number of shares wrongly which was duly rectified immediately by filing the revisedform. The Company had also subsequently got the listing & trading approvals for thesaid allotment.

4. As per Regulation 108(2) of SEBI (Listing Obligations And Disclosure Requirements)Regulation 2015 the issuer or issuing Company as the case may be shall make anapplication for listing within twenty days from the date of allotment but the Companyhas filed few Listing Applications to stock exchanges beyond the 20 days’ time limit.

Management response

The Company had filed a particular listing application with the Stock Exchange beyondthe statuatory limit. However the Company had provided a proper explanation for the delayin filing the listing application to the Stock Exchanges. The Company had alsosubsequently got the listing and trading approvals for the said applications.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of theCompany between the end of the Financial Year and the date of this report.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act 2013 the Audit Committee wasreconstituted by the Board of Directors and consists of the following members:

1. Mr S.R. Ramakrishnan (DIN:00015839) – Chairman
2. Mr R. Sundararajan (DIN: 00498404) – Member
3. Mr. S Krishnamurthy (DIN:00140414) – Member
4. Mr. S Bapu (DIN:02541697) – Member
5. Mr. P D Karandikar (DIN:02142050) – Member
6. Ms. Chandra Ramesh (DIN:00938694) – Member

The Board has accepted the recommendations of the Audit Committee and there were noincidences of deviation from such recommendations during the Financial Year under review.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of provisions of Section 177(10)of the Companies Act 2013 for Directors and employees to report genuine concerns orgrievances to the Audit Committee in this regard and details whereof are available on theCompany’s website.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act 2013 the Board has constituted aNomination and Remuneration Committee consisting of the following members:

1. Ms. Chandra Ramesh (DIN:0098694) – Chairman
2. Mr S.R. Ramakrishnan (DIN:00015839) – Member
3. Mr R. Sundararajan (DIN:00498404) – Member

The said committee has been empowered and authorized to exercise powers as entrustedunder the provisions of Section 178 of the Companies Act 2013. The Company had laid outthe policy on director’s appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub section 3 of Section 178 of the Companies Act 2013. Policy onCriteria for Board Nomination and Remuneration policy is available in the website of theunder the link http:// www.shriramepc.com/Companies-Act-2013-Compliance.aspx

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been incurring losses for the last 3 years. Hence Corporate SocialResponsibility Committee has not been formed and no initiatives have been taken by theCompany on CSR as per the Companies (Corporate Social Responsibility Policy) Rules 2014.The Company shall comply with this requirement once the operations improve and theapplicability of this provision comes into force.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

The Company has not received any significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company’soperations in future.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on 2nd September 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectivefrom 1st December 2015 and accordingly all listed entities were required to enter intothe listing agreement within six months from the effective date. The Company entered intoListing Agreement with BSE Limited and National Stock Exchange of India Limitedduring December 2015.

AUDITORS

The Company’s Auditors Messrs Deloitte Haskins & Sells CharteredAccountants Chennai who retire at the ensuing Annual General Meeting of the Company areeligible for reappointment. They have confirmed their eligibility under Section 141 of theCompanies Act 2013 and the rules framed thereunder for reappointment as Auditors of theCompany. As required under Regulations 33(1) (d) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Auditors have also confirmed that theyhold a valid certificate issued by the peer review board of the Institute of CharteredAccountants of India.

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with Rule 14 Companies (Auditand Auditor’s Rules) Mr. G Sundaresan CMA (Membership No:11733) was appointedas Cost Auditor of the Company for the Financial Year 2016-17 on a remuneration ofRs.50000. In terms of the Act and Rules refered above the remuneration payable to theCost Auditor is required to be placed before the members in a General Meeting for theirratification.

Accordingly a resolution seeking member’s ratification for the remunerationpayable to Mr. G Sundaresan CMA Cost Auditor is included at Item No.4 of the noticeconvening the Annual General Meeting.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Messrs R Sridharan & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Report of the SecretarialAuditor is annexed herewith.

As required under the Companies Act 2013 the remuneration of Rs.100000 payable tothe Secretarial Auditor is required to be placed before the members in a General Meetingfor their ratification.

Accordingly a resolution seeking member’s ratification for the remunerationpayable to Messrs R Sridharan & Associates a firm of Company Secretaries in Practiceis included at Item No.6 of the Notice convening the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report highlighting the business details isattached and forms part of this report.

CORPORATE GOVERNANCE

All material information was circulated to the Directors before the meeting or placedat the meeting including minimum information required to be made available to the Boardas prescribed under Part A of Schedule II of Sub- Regulation 7 of Regulation 17 of theListing Regulations.

In terms of Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance along with a Certificate from the Practicing Company Secretary confirming thecompliance with the conditions of Corporate Governance as stipulated under Part E ofSchedule V of Sub- Regulation 34(3) of the Listing Regulations is attached to this report.

PROTECTION OF WOMEN AT WORKPLACE

The Company has formulated an Anti Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary andtrainees) are covered under this policy.

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

No. of complaints received – Nil
No. of complaints disposed off – Not Applicable

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(3) of The Companies (Accounts) Rules 2014 is given below:

Earnings in Foreign Currency: Nil

Expenditure in Foreign Currency: Rs. 735.70 lakhs

Rs. in lakhs
Travelling and Conveyance 41.53
Professional and Consultation Fees 508.26
Erection Construction & Operation Expenses 28.32
Others 157.59
Total 735.70

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in the prescribed form MGT9 as per Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 is annexed to and forms part of this Report.

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each Director to the median of employees’remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexedto and forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance withSection 129(3) of the Companies Act 2013 and relevant Accounting Standards (AS) viz. AS21 AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part ofthis Annual Report. Further a statement containing the salient features of the financialstatement of the subsidiary in the prescribed format AOC-1 is appended to the DirectorsReport. The statement also provides the details of performance and financial position ofthe subsidiary.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank the bankers for their continued assistance and support. TheDirectors also wish to thank the Shareholders of the Company for their continued supporteven during these testing period. Further the Directors also wish to thank the customersand suppliers for their continued cooperation and support. The Directors further wishes toplace on record their appreciation to all employees at all levels for their commitment andtheir contribution.

For and on behalf of the Board
Place: Chennai S R Ramakrishnan
Date: 23rd May 2016 (DIN:00015839)
Chairman