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Steel Strips Wheels Ltd.

BSE: 513262 Sector: Auto
NSE: SSWL ISIN Code: INE802C01017
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VOLUME 24493
52-Week high 956.60
52-Week low 481.10
P/E 18.11
Mkt Cap.(Rs cr) 1,238
Buy Price 795.55
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Sell Price 0.00
Sell Qty 0.00
OPEN 794.00
CLOSE 798.35
VOLUME 24493
52-Week high 956.60
52-Week low 481.10
P/E 18.11
Mkt Cap.(Rs cr) 1,238
Buy Price 795.55
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00

Steel Strips Wheels Ltd. (SSWL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 31st Annual Report together with auditedfinancial statements of the Company for the financial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS

Particulars 2016-17 2015-16
A) Gross Sales 14819.42 13197.98
B) Other Income 193.96 188.37
C) Gross Income (A+B) 15013.38 13386.35
D) Total Expenditures (excl Finance Cost depreciation and amortization) 13177.51 11745.06
E) Earnings before Interest and Depreciation (C-D) 1835.87 1641.29
F) Interest & Financial Charges 417.08 430.35
G) Earnings before Depreciation and amortization (E-F) 1418.79 1210.94
H) Depreciation and other w/ off 479.02 420.61
I) Earnings after Depreciation (G-H) 939.77 790.33
J) Add/(Less): Prior Period Adjustment (net) 11.33 0.17
K) Profit Before Tax (I-J) 951.10 790.50
L) Income tax (net of MAT credit entitlement) 129.58 36.21
M) Deferred Tax Liability/(Assets) 111.17 142.48
N) Profit after tax for the year (K-L-M) 710.35 611.81

FINANCIAL PERFORMANCE

The Gross Income for the year under review increased by 12.15% to Rs. 15013.38 millionas compared to Rs. 13386.35 million in FY 2015-16. In terms of Number of wheels theCompany has achieved sale of 14.20 million wheels rims during FY 2016-17 against sale of13.17 million wheels rims during the previous year showing an increase of 7.82 %. YourCompany expects to see higher growth in the coming years.

The Earnings Before Interest Depreciation and Tax (EBIDTA) increased to Rs.1835.87million in FY 2016-17 from Rs. 1641.29 million in 2015-16 registering a growth of 11.86%.

The Depreciation and other amortization have increased to Rs. 479.02 million in FY2016-17 from Rs. 420.61million in FY 2015-16.

Profit before tax during the year under review has increased to Rs. 951.10 million fromRs. 790.50 million in FY 2015-16 recording a growth of 20.32%.The profit after tax havealso increased to Rs. 710.35 million from Rs.611.81 million showing a growth of 16.11%.

TRANSFER TO RESERVES

Your Company proposes to transfer an amount of Rs. 611.81 million to the GeneralReserve out of the amount available for appropriation.

DIVIDEND

The Board in its meeting held on May 29 2017 has recommended a final dividend of Rs.3.00 (30%) per equity share of Rs. 10/- each (previous year Rs. 3.00 per equity shareincluding interim dividend of Rs.1.50 per equity share) for the financial year ended March312017. The proposal is subject to the approval of shareholders at the ensuing AnnualGeneral Meeting. The total cash outflow on account of dividend if approved by theshareholders for the Current year will amount to Rs.56.17 million (including DividendDistribution Tax of Rs 9.50 million) as against Rs. 55.59 million (including DividendDistribution Tax of Rs 9.40 million) in the previous year which represents 7.91% of theProfit After Tax earned during the year.

SHARE CAPITAL

During the year under review the company has made the following allotments of equityshares:

- 209525 equity shares of Rs. 10/- each on 10th June 2016 at a price ofRs. 640/- per equity share i.e. at a premium of Rs. 630/- per equity share on preferentialallotment basis through private placement to Kalink Co. Ltd. a non promoter foreign bodycorporate.

- 53375 equity shares of Rs. 10/- each on 2nd July 2016 and 11450 equityshares of Rs. 10/- each on 26th August 2016 to the employees of the companyupon exercise of options by them under "Steel Strips Wheels Limited - Employee StockOption Scheme 2014" ("ESOS 2014") at an exercise price of Rs. 100/- each.

Besides above your company has also allotted 22750 equity shares of Rs. 10/- each on13th May 2017 upon exercise of options by the employees of the Company under"Steel Strips Wheels Limited-Employee Stock Option Scheme 2014" ("ESOS2014") at an exercise price of Rs. 100/- each.

Consequent to the allotment of above stated shares the issued and paid up Equity ShareCapital of the Company increased from Rs. 152591700 (divided into 15259170 Equity Sharesof Rs. 10/- each) to Rs. 155562700 (divided into 15556270 equity shares of Rs. 10/- each)as on the date of this report.

During the year under review the Company has not issued shares with differentialvoting rights and sweat equity shares.

EMPLOYEE STOCK OPTION SCHEME

During the year under review there were no material changes in the existing EmployeeStock Option Schemes {i.e Steel Strips Wheels Limited- Employee Stock Option Scheme 2014(ESOS 2014) and Steel Strips Wheels Limited- Employee Stock Option Scheme (ESOS 2016)} ofthe Company and the Schemes are in compliance with Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014.

The applicable details/disclosures as stipulated under SEBI (Share Based EmployeeBenefits) Regulations 2014 and SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16thJune 2015 with regard to "ESOS 2014" and "ESOS 2016" have beenuploaded on the website of the Company under the web-link: http://www.sswlindia.com/pages/disclosureregardingesos.htm.

The Company has received a certificate from the Auditors of the Company that theSchemes i.e. "ESOS 2014" and "ESOS 2016"have been implemented inaccordance with the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 and in accordance with the resolution passed by the members in their EGMheld on 27/02/2015 and AgM held on 30/09/2016 respectively. The certificate would beplaced at the Annual General Meeting for inspection by members.

NATURE OF BUSINESS

During the year there has been no change in the nature of business of your Company.

CORPORATE GOVERNANCE

The company is firmly committed to the principles of good Corporate Governance andbelieves that statutory compliances and transparency are necessary to enhance theshareholder value. A separate section on Corporate Governance forming part of the Board'sReport and a Certificate from the Company's Statutory Auditors confirming compliance withthe conditions of Corporate Governance as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report for the year under review as stipulatedunder SEBI (LODR) Regulations 2015 is presented in a separate section forming part ofthe Annual Report.

HEALTH SAFETY AND ENVIRONMENT PROTECTION

Your Company has complied with all the applicable Health & Safety standardsEnvironment Laws and Labour Laws and has been taking all necessary measures to protect theenvironment and provide workers a safe work environment. The Company is committed forcontinual improvement in Health & Safety as well as Environmental performance byinvolving all the employees.

Employees have been encouraged to practice safety in all their activities in and out ofcompany premises. Continuous safety training is conducted at all levels and specialemphasis is given to implementation of safety work standards.

HUMAN RESOURCES DEVELOPMENT

Your Company has continuously adopted structures that help in attracting best externaltalent and promote internal talent to take higher roles and responsibilities. YourCompany's people centric focus is providing an open work environment fostering continuousimprovement and development among the employees of the company. Your Company provides aholistic environment where employees get opportunities to realize their potential.Company's performance driven culture helps and motivates employees to excel in theirrespective areas and progress within the organization.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the Rules framed there under.

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

During the financial year 2016-17 the Company has not received any complaint on sexualharassment.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of optimum number of Executive and Non- Executive Directorsincluding Independent Directors who have wide and varied experience in the field ofbusiness finance education industry commerce and administration. Independent Directorsprovide their

Declarations confirming that they meet the criteria of independence as prescribed underCompanies Act 2013 and Listing Regulations.

Pursuant to provisions of Section 152 of the Companies Act 2013 Sh. Manohar Lal JainExecutive Director of the Company will retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for re-appointment. The Board recommendshis reappointment for your approval.

Pursuant to the Members' approval at the 29th Annual General Meeting held on September30 2015 Ms. Jaspreet Takhar was appointed as Non Executive- Independent Director of theCompany with effect from 30.03.2015 to 30.09.2017. Special Resolution seeking members'approval for re-appointing her as Independent Director for the second term of 3 years fromexpiry of her current term i.e. from 01.10.2017 to 30.09.2020forms part of the Notice ofthe ensuing Annual General Meeting. Your Company has received notice in writing along withrequisite amount pursuant to Section 160 of Companies Act 2013 proposing her appointmentfor the second term and based on the recommendation of Nomination and RemunerationCommittee and her performance evaluation your Board recommends her appointment for thesecond term of 3 years upon expiry of her current term w.e.f. 01.10.2017 to 30.09.2020.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Sh. Dheeraj Garg Managing Director Sh. Andra Veetil Unnikrishnan DeputyManaging Director Sh. Manohar Lal Jain Executive Director Sh. Naveen Sorot ChiefFinancial Officer and Sh. Shaman Jindal Company Secretary. There has been no change inthe key managerial personnel during the year under review.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR

The Company is not having any Subsidiary Company Joint Venture Company or AssociateCompany.

DEPOSITS FROM PUBLIC

The company has not accepted any deposits from public during the financial year 2016-17and as such no amount on account of principal or interest on deposit from public wasoutstanding as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

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.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information(s).

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control procedures commensurate with its size andnature of business. These internal policies ensure efficient use and protection of theassets and resources compliances with policies and statutes and ensure reliability aswell as promptness of financial and operational reports.

To enhance effective internal control system the Company has laid down followingmeasures:

• The Company's Books of accounts are maintained in SAP and transactions areexecuted through SAP (ERP) setups to ensure correctness/effectiveness of all transactionsintegrity and reliable reporting.

• The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.

• Compliance of secretarial functions is ensured by way of secretarial audit.

• Internal Audit is being done for providing assistance in improvising financialcontrol framework.

• The Company has adequate risk management policy.

AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD

The details pertaining to composition of Audit Committee and other committees of theBoard are included in the Corporate Governance Report which forms part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the requirements under Section 177(9) & (10) of the CompaniesAct 2013 and in accordance with Regulation 22 of SEBI (LODR) Regulations 2015 thecompany has adopted a vigil mechanism named "Whistle Blower Policy" forDirectors and Employees to report their genuine concerns and to provide for adequatesafeguards against victimization of director(s) or employee(s) or any other person whoavail the mechanism and also provide for direct access to the chairperson of the auditcommittee in appropriate or exceptional cases. The details of Whistle Blower Policy isexplained in the Corporate Governance Report and is also posted on the website of thecompany.

(Website link: http://www.sswlindia.com/pages/whistleblower.htm)

During the year no person was denied access to the Audit Committee.

NUMBER OF MEETINGS OF THE BOARD

During the year nine (9) Board Meetings were convened and held details of which aregiven in the Corporate Governance Report that forms

part of this Annual Report. The Intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 i.e interval between two meetings did notexceed 120 days.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (5) of the Companies Act 2013 (hereinafterreferred as "Act") and based on the representations information andexplanations received from the management your directors hereby confirm that:

• in the preparation of the annual accounts for the financial year 2016-17 theapplicable accounting standards have been followed and there are no material departures;

• they have selected such accounting policies and applied them consistently andmade judgements 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 of the Company for the financial year;

• they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and operating effectively; and

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

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted their declaration that theymeet the criteria of Independence as provided in Sub Section (6) of Section 149 of theCompanies Act 2013. Further there has been no change in the circumstances which mayaffect their status as Independent Director during the year.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under Section 178(3) of the Companies Act 2013 are covered underCorporate Governance Report which forms part of this Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO CENTRAL GOVERNMENT

The Statutory Auditors and/or Secretarial Auditors of the Company have not reported anyoffence involving fraud which is being or has been committed against the company byofficers or employees to the Audit Committee or to the Board of Directors or to theCentral Government under section 143(12) of the Companies Act 2013 and Rules framedthereunder.

STATUTORY AUDITORS AND THEIR REPORT

M/s. S. C. Dewan & Co Chartered Accountants [Firm's Registration No. 000934N] theStatutory Auditors of your Company hold office up to the conclusion of the forthcomingAnnual General Meeting (AGM) of the Company. M/s. S. C. Dewan & Co have been auditorof the Company for more than 10 years and will complete permissible maximum number of 3consecutive years after the commencement of the Companies Act 2013 as statutory auditorsat the forthcoming AGM. As such pursuant to the provisions of Section 139(2) of theCompanies Act 2013 read with Rule 6 of Companies (Audit and Auditors) Rules 2014 theAudit Committee recommended the appointment of M/s AkR & Associates CharteredAccountants (Firm Registration No. 021179N) as Statutory Auditor of the Company in placeof the incumbent auditor whose term will expire at the conclusion of this AGM. M/s AKR& Associates have consented to their appointment as Statutory Auditors and haveconfirmed that if appointed their appointment will be in accordance with Section 139 readwith Section 141 of the Act and relevant Rules prescribed there under and have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

Your Board recommends the appointment of M/s AKR & Associates CharteredAccountants as Statutory Auditor for a term of five years from the conclusion of theforthcoming Annual General Meeting until the conclusion of the Annual General Meeting forthe financial year 2021-22 subject to ratification by members at every Annual GeneralMeeting if so required under the act and to fix their remuneration.

Auditors' Report is self explanatory and does not contain any qualificationreservations or adverse remarks or disclaimers in their report for the financial yearended March 312017and therefore needs no comments. The board of directors places onrecord its sincere appreciation for the valuable services rendered by M/s S. C. Dewan& Co.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Sushil K. Sikka a practicing Company Secretary (Membership No. 4241 and CPNo. 3582) proprietor of S. K. Sikka & Associates to undertake the Secretarial Auditof the Company and the Secretarial Audit Report is being attached with the DirectorsReport as an Annexure which is self explanatory and does not contain any qualificationreservations or adverse remarks or disclaimers hence needs no comments.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

There have been no loans guarantees and investments made by the Company under Section186 of the Companies Act 2013 and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the financial year 2016-17.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the fnancialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Accordinglydisclosure in form AOC-2 is not required.

All Related Party Transactions were placed before the Audit Committee for their priorapproval in accordance with the requirements of the applicable provisions of Companies Actand Listing Regulations. The transactions entered into pursuant to such approval areplaced periodically before the Audit Committee.

There are no materially signifcant Related Party Transactions made by the Company withPromoters Directors and Key Managerial Personnel which may have a potential conflict withthe interest of the Company at large.

The policy on materiality of Related Party Transactions and dealing with related partytransactions as approved by the Board is uploaded on the Company's Website.http://www.sswlindia.com/pages/relatedpartytransaction.htm.

Disclosure as required underAS 18 has been made in Note 27 of the Notes to the fnancialstatements.

None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR 2016-17 AND THE DATE OF THIS REPORT

No material changes and commitment affecting the fnancial position of the company hasoccurred between the end of the Financial year 2016-17 of the company and the date of thisreport except the following:-

Your company has allotted 22750 equity shares of Rs. 10/- each on 13th May 2017 uponexercise of options by the employees of the Company to whom options were granted under"Steel Strips Wheels Limited-Employee Stock Option Scheme 2014" ("ESOS2014") at an exercise price of Rs. 100/- each.

As on 31.03.2017 the issued and paid up Equity Share Capital of the Company was Rs.155335200 (divided into 15533520 Equity Shares of Rs. 10/- each) and consequent to theallotment of above stated shares the issued and paid up Equity Share Capital of theCompany increased to Rs. 155562700 (divided into 15556270 Equity Shares of Rs. 10/- each)as on the date of this report.

On 16th May 2017 your Company has granted 26500 options convertible into equal numberof equity shares of Rs. 10/- each at an exercise price of Rs. 200/- each to the eligibleemployees as per the terms and conditions of the Company's Employee Stock Option Schemetitled as "Steel Strips Wheels Limited-Employee Stock Option Scheme 2016".

THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy/technology absorption and foreignexchange earnings and outgo in terms of Section 134 (3) (m) of the Companies Act 2013read with Rule 8 (3) of the Companies (Accounts) Rules 2014forms part of this report andis annexed herewith as Annexure A

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Regulation 21 of SEBI (LODR) Regulations 2015 yourCompany has constituted a Risk Management Committee to frame implement and monitor therisk management plan for the Company. The committee is responsible for reviewing the riskmanagement plan and ensuring its effectiveness.

The Details of the Committee and its terms of reference are set up in the CorporateGovernance Report forming part of this Report.

Major risks identifed by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.

The development and implementation of risk management policy including identifcation ofelement of business risk and its mitigation plans has been covered in the ManagementDiscussion and Analysis which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance to Section 135 and in consonance with Schedule VII of the Companies Act2013 the company has constituted a Corporate Social Responsibility Committee and alsoframed a Corporate Social Responsibility Policy and the same is posted on the website ofthe company at http://www.sswlindia.com/pages/csr-policv.htm.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure B to this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.

BOARD EVALUATION

In compliance with the provisions of Section 134 (3) (p) of the Companies Act 2013read with Rule 8 (4) of the Companies (Accounts) Rules 2014 the Listing Regulations andrecent Guidance note on Board evaluation issued by SEBI the Board carried out a formalannual evaluation

of its own performance and that of its committees and individual directors.

The performance of the Board and its committees were evaluated by the Board afterseeking inputs from all the directors of the company on the basis of effectiveness ofBoard processes information and functioning degree of fulfillment of keyresponsibilities govenance issues effectiveness of control system in identifyingmaterial risks and reporting of material violations of policies and law Board Structureand composition experience and competencies establishment and delineation ofresponsibilities to committees frequency of meetings circulation of agenda of themeeting Recording of Minutes adherence to law Board culture and dynamics Quality ofrelationship between Board and Management efficacy of communication with externalstakeholders etc.

The Board and the Nomination and Remuneration Committee (NRC) of the company evaluatedthe performance of individual directors based on criteria such as qualificationsexperience knowledge and competency fulfillment of functions and integrity includingadherence to Code of Conduct and code of Independent directors of the companysafeguarding of the Confidential information and of interest of Whistle blowers undervigil Mechanism compliance with policies and disclosures of interest and fulfillment ofother obligations imposed by the Law Contribution and Initiative availabilityattendance participation and ability to function as a team commitment independenceindependent views and judgement and Guidance/support to Management outside board etc.

A separate meeting of the Independent Directors ("Annual ID meeting") wasconvened which reviewed the performance of the Board (as a whole) the non-independentdirectors and the Chairman and the quality quantity and timeliness of flow of informationbetween the company Management and the Board that is necessary for the Board toeffectively and reasonably perform their duties. Post the Annual Independent Directorsmeeting the collective feedback of each of the Independent Directors was discussed by theChairman of the Nomination and Remuneration Committee with the Board's Chairman coveringperformance of the Board as a whole; performance of the non-Independent Directors andperformance of the Board's Chairman.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independentdirectors as detailed in the Corporate Governance Report which forms part of this Report.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return as provided under Sub-Section (3) of Section 92 of the Companies Act 2013is enclosed as Annexure C in the prescribed form MGT-9 and forms part of thisReport.

PARTICULARS OF REMUNERATION OF DIRCTORS/KMP'S/EMPLOYEES

The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure D to this report. The statement containing particularsof employees as required under Section 197(12) of the Act read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin a separate annexure forming part of this report. Further the report and the accountsare being sent to the members excluding the aforesaid annexure. In terms of Section 136 ofthe Act the said annexure is open for inspection at the Registered Office of the Company.Any shareholder interested in obtaining a copy of the same may write to the CompanySecretary.

INSURANCE

All properties and insurable interests of your company including building and plant& machinery are adequately insured.

INDUSTRIAL RELATIONS WITH THE PERSONNEL OF THE COMPANY

The company has continued to maintain cordial and harmonious relations with itsemployees at all levels. As a result of it the company is thriving to achieve growth andgreater heights in the times to come.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continuedco-operation the Company received from various departments of the Central and StateGovernment Bankers Financial Institutions Dealers and Suppliers. The Board also wishesto place on record its gratitude to the valued customers members and investing public fortheir continued support and confidence reposed in the Company. It also acknowledges andappreciates the commitment dedication and contribution of the Employees towards growth ofthe Company in all fields.

For and on behalf of the Board
Date: 11.08.2017 Rajender Kumar Garg
Place: Chandigarh Chairman
(DIN: 00034827)