You are here » Home » Companies » Company Overview » Suprajit Engineering Ltd

Suprajit Engineering Ltd.

BSE: 532509 Sector: Auto
NSE: SUPRAJIT ISIN Code: INE399C01030
BSE 15:40 | 23 Feb 273.90 16.45
(6.39%)
OPEN

267.00

HIGH

276.00

LOW

266.00

NSE 15:50 | 23 Feb 274.60 16.75
(6.50%)
OPEN

261.00

HIGH

277.00

LOW

261.00

OPEN 267.00
PREVIOUS CLOSE 257.45
VOLUME 7174
52-Week high 348.50
52-Week low 198.00
P/E 42.53
Mkt Cap.(Rs cr) 3,832
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 267.00
CLOSE 257.45
VOLUME 7174
52-Week high 348.50
52-Week low 198.00
P/E 42.53
Mkt Cap.(Rs cr) 3,832
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Suprajit Engineering Ltd. (SUPRAJIT) - Director Report

Company director report

Your Directors have pleasure in presenting their Thirty Second Annual Report and theAudited Financial Statements for the year ended March 31 2017 together with theIndependent Auditor's Report.

FINANCIAL RESULTS:
` in Million
Particulars 2016-17 2015-16
Gross Income 9731.20 6657.48
Profit before tax 1266.34 782.08
Less: Provision for taxation 397.74 282.34
Profit after tax before prior period adjustment 868.60 499.74
Current Tax relation to prior year Nil Nil
Profit after tax 868.60 499.74
Add: Surplus from last year 357.78 314.75
Add : Adjustment on account of Amalgamation 732.75 Nil
Profit available for appropriation after adjustments prior period taxes 1959.13 814.50
APPROPRIATIONS:
1 Interim Dividend 50% (last year interim 50% ) 69.64 60.01
Tax on Interim Dividend 6.14 8.16
2 Proposed final Dividend - (last year 55%) Nil 76.93
Provision for tax on Final Dividend Nil 11.61
3 Transfer to General Reserve 500.00 300.00
4 Balance carried to Balance Sheet 1383.05 357.78

MERGER OF PHOENIX LAMPS LIMITED:

Subsequent to the announcements of merger of Phoenix Lamps Limited with SuprajitEngineering Limited necessary meetings of shareholders creditors and suppliers of bothPhoenix and Suprajit were held as per the directions of the Honorable High Court ofKarnataka. The merger proposal was approved by all these stakeholders as well as by theStock Exchanges the SEBI and Regional Director the Ministry of Corporate Affairs theGovernment of India. Necessary _lings were made with the Honorable High Court of Karnatakafor further due process. However the Government of India through the Ministry ofCorporate Affairs effected certain amendments and directed the respective NationalCompany Law Tribunal (NCLT) to deal with the merger matters under the Companies Act 2013in the month of December 2016. The documents were subsequently moved to the NCLTBengaluru from the Honorable High Court. After due process and multiple hearings yourDirectors are pleased to inform that the NCLT Bengaluru Bench has approved the merger ofPhoenix Lamps Limited with your Company vide their order dated 11th August 2017 in linewith the Scheme of Amalgamation as approved by the shareholders of both the Companies. Theerstwhile Phoenix Lamps Limited is now the Phoenix Lamps division of your Company. It willcontinue to operate as a separate division and retain its brand name of Phoenix. It mayalso be noted that in this process of merger Trifa Lamps GmbH Germany and Luxlite LampsS.a.r.L. Luxembourg wholly owned subsidiaries of erstwhile Phoenix Lamps Limited havenow become the wholly owned subsidiaries of your Company. Post the order of NCLTDirectors of Suprajit have met and approved the combined Balance Sheet of your Companywith that of Phoenix Lamps Limited. The enclosed Financial Statements reflect theperformance of erstwhile Phoenix Lamps Limited as a part of the financials statements ofSuprajit and the Consolidated Financial Statements reflect the financials of wholly ownedsubsidiaries – Luxlite Lamps and Trifa Lamps Suprajit Automotive Limited SuprajitEurope Limited and Suprajit USA INC / Wescon Controls LLC. The necessary shares anddividends to be issued to the minority shareholders of erstwhile Phoenix Lamps Limited inline with the Scheme of Amalgamation are being addressed adequately.

TRANSFER TO RESERVES

During the year the Company has transferred an amount of ` 500 Million to GeneralReserves.

DIVIDEND:

An Interim Dividend of ` 0.50 per Share of ` 1/- each (50%) was declared and paidduring the year under report. In view of the satisfactory financial performance of yourCompany your Directors have pleasure in recommending a Final Dividend of ` 0.60 per Shareof ` 1/- each (60%). The total outgo considering the interim dividend including taxationstands at ` 76.08 Millions as against ` 156.72 Millions during the last year. In terms ofthe Scheme of Amalgamation of Phoenix Lamps Limited (erstwhile subsidiary of your Company)which was duly approved by the NCLT an amount of ` 10.78 Million for the interim andfinal dividend will be paid to the minority Shareholders of Phoenix Lamps Limited.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THEFINANCIAL YEAR ENDED MARCH 31 2017:

The composition of the Board of Directors of the your Company is in conformity with theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

During the year Dr. C Mohan completed his term as Executive Director. He hascontributed significantly to the growth and performance of your Company during the last 10years. Your Directors wish to place on record the valuable services rendered by Dr. CMohan during his tenure with the Company. He continues as an Advisor to the Board ofDirectors in certain strategic areas.

Mr. Mohan Srinivasan Nagamangala who joined the Company on December 5 2013 asPresident has been elevated to the Board as Whole Time Director and is designated as‘Director & Chief Executive Officer'. Mr. Medappa Gowda Vice President (Finance)and Company Secretary has been promoted as Chief Financial Officer and Company Secretary.Both are Key Managerial Personnel (KMP) under the applicable laws.

The composition of the Board of Directors as on March 31 2017 is as below:

1 Mr. Kula Ajith Kumar Rai Chairman & Managing Director

2 Mr. Mohan Srinivasan Nagamangala Whole Time Director

3 Mr. Babu Gouda Sangana Gouda Patil (Retd. IAS) Independent Director

4 Mr. Ian Williamson Independent Director

5 Mr. Mundaje Jayarama Shetty Independent Director

6 Mr. Suresh Shetty Independent Director

7 Mr. Divakar Sanku Shetty Independent Director

8 Mrs. Supriya Ajith Rai Non Executive Director

SHARE CAPITAL:

The Company has proposed issue and allot 8533699 Equity Shares to the Minorityshareholders of Phoenix Lamps Limited pursuant to the Scheme of Amalgamation as approvedby Hon'ble National Company Law Tribunal. Hence there were changes in the paid up sharecapital of the Company to the extent mentioned above as on March 31 2017 since theeffective date of amalgamation was April 1 2016.

CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year.

OPERATIONS –MANAGEMENT DISCUSSION AND ANALYSIS:

The Indian automotive industry grew at 5.1% as against 3.5% previous year showing amarginal improvement.

Your Company on a standalone basis recorded a income of ` 9731.20 Millions duringthe year 2016 -17 as against

` 6657.48 Millions during the year 2015-16 recording a growth of 46.16%. The Profitafter Tax was ` 868.62 Millions during the year 2016-17 as against the Profit After Tax of` 499.74 Millions during the year 2015-16 recording a growth of 73.81%. The consolidatedgroup net income (including erstwhile Phoenix and recently acquired Wescon) was `13303.95Millions for the year 2016-17 against ` 10504.48 for the year 2015-16 recording a growthof 26.65%. The consolidated Profit after Tax was ` 1226.57 Millions during the year2016-17 as against ` 803.27 Millions during the year 2015-16 recording a growth of52.70%. The performance of your Company has been satisfactory due to various measurestaken by the Company to improve the operational efficiency and the margins.

The demonetization program and the recent introduction of GST by the Government ofIndia has led to certain short term business loss but is expected to have long termbeneficial effects for your Company. The introduction of BIS 4 standards also had certainshort term revenue implications.

CABLE DIVISION:

During the year the new plants at Charal Industrial Estate Sanand Gujarat and VallamVadagal area Chennai have scaled up their operations. Both have established goodmanufacturing practices and the capacity utilization is expected to go up further in thecoming year.

The number of operating units for cables in India now stands at 14 as against 15 unitslast year due to certain internal restructuring. The capacity of the group includingrecently acquired Wescon Controls now stands at 250 million cables per annum.

PHOENIX LAMPS DIVISION (Erstwhile Phoenix Lamps Limited):

Phoenix Lamps Division is the market leader in automotive halogen lamps in India withsignificant share of business of Indian automotive OE Market aftermarket and exports.During the year this division has completed capital expenditure plan of ` 300 Millions toimprove the process quality and productivity. With these investments it is expected thatthe levels of quality will improve to meet certain customer requirements. Phoenix LampsDivision has one plant for domestic customers and two export oriented units all located inNoida with the total annual capacity of 87 million lamps.

ACQUISITION OF WESCON CONTROLS LLC USA:

Your Company acquired Wescon Controls LLC USA on September 9 2016 through its WhollyOwned Subsidiary Suprajit USA INC. Wescon Controls is a leading manufacturer of controlcables in non-automotive Outdoor Power Equipment (OPE) space. Wescon has its plants inWichita Kansas USA and a Maquiladora facility in Juarez Mexico. It has marqueecustomers like MTD Husqvarna John Deere TORO Honda etc. Acquisition of Wescon Controlsgives a significant boost to your Company's efforts to derisk its business by enteringinto non-automotive segment in a significant way. With expected annual revenue of US$ 40million and good margins Wescon is an important strategic acquisition for your Company.

The consolidated financials include the financials of Wescon Controls from September10 2016.

STRATEGY:

Your Company now has 3 brands Suprajit as an automotive cable brand Phoenix as a LampBrand and Wescon as a non-automotive cable brand. Your Company is taking effective stepsto strengthen each one of these brands to grow business profitably through variousstrategies for each brand.

WHOLLY OWNED SUBSIDIARIES: CABLE DIVISION:

The Wholly Owned Subsidiaries - Suprajit Automotive Private Limited and Suprajit EuropeLimited have performed well during the year gone by.

The consolidated sales of the subsidiaries were `1142.74 millions against ` 1037.53millions previous year an increase of 10.14 %. The EBIDTA was ` 286.49 millions against `193.59 millions previous year an increase of 47.99%. The Profit before Tax was ` 254.25millions against` 161.16 millions previous year an increase of 57.76%. The Profit aftertax was ` 191.14 millions against ` 129.41 millions previous year an increase of 47.70%.Suprajit USA / Wescon Controls LLC had a shortened period from September 10 2016 as aWholly Owned Subsidiary of your Company. For the period from 10th September 2016 to 31stMarch 2017 Wescon Controls LLC had a sales of ` 1471.70 Millions (US$ 21904572) EBIDTAof ` 235.86 Millions (US$ 3510464) and the Profit after Tax of ` 139.50 (US$ 2076346).

PHOENIX LAMPS DIVISION:

Trifa Lamps and Luxlite are wholly owned subsidiaries of your Company now. They operateas marketing business development sales packaging and warehousing front end mostlypromoting Phoenix products. Trifa is a well-known German brand and both the companies sellin European market as well as other markets under various private labels.

Trifa had sales of ` 897.27 Millions (Euro. 12190112) EBIDTA of ` 35.53 Millions(Euro. 482643) and the Profit After Tax of ` 49.15 Millions (Euro. 667742).

Luxlite had sales of ` 1022.43 Millions (Euro 13890399) EBIDTA of ` 2.85 illions(Euro 38701) and the Loss After Tax of ` 5.95 Millions (Euro 81088).

It may be noted that the performance of Phoenix Lamps Division should be seen on aconsolidated along with the subsidiaries. The Consolidated sales of Phoenix Lamps Divisionwas ` 3513.43 Millions with an EBIDTA of ` 490.62 Millions and the Profit after Tax of `293.65 Millions.

A separate statement in Form AOC-1 is given as "Annexure-VII" whichcontains the salient features of the financial statement of subsidiaries has been attachedalong with the financials of the Company. The Annual Accounts and related documents of theSubsidiary Companies shall be kept open for inspection at the Registered Office of theCompany. The aforesaid documents will also be made available to the Members of the Companyupon receipt of written request from them.

CURRENT YEAR:

The Indian GDP is expected to grow at 6-7% during the current year. The GST rolloutfrom 1st July 2017 will have a short term impact on most businesses. This may impact yourCompany also in the short term. However GST is a transformational reform. GST along withdemonetization is expected to be positive for your Company's prospects in the year aheadparticularly in the aftermarket. Stable interest rates low inflation and expected normalmonsoon augur well for a good automotive industry growth in the years ahead.

The trend in global business has been positive with cable subsidiaries expected to dobetter in the current year. Phoenix Lamps along with its subsidiaries are expected to havea stable but no growth year largely due to lower exports. The aftermarket segment may havea challenging year in view of GST disruptions.

Your Directors believe that the overall performance of your Company for the year willbe satisfactory.

CREDIT RATING:

The Company's financial discipline and prudence are reflected in the strong creditratings ascribed by rating agencies as exhibited below:

Instrument Rating Agency Rating Outlook
Long Term Debt CRISIL AA- Stable
Long Term Debt ICRA AA Stable
Long Term Debt India Ratings & Research AA- Stable
Short Term CRISIL A1+ Stable
Short Term ICRA A1+ Stable
Short Term India Ratings & Research A1+ Stable
Term Deposit Indian Ratings & Research tAA Stable

GROSS BLOCK:

The gross block during the year increased from ` 2400.43 millions to ` 4348.23millions. This was largely due to the ongoing projects and other sustaining capitalexpenditure.

CAPITAL EXPENDITURE:

As on March 31 2017 the gross tangible and intangible assets stood at ` 4348.23millions and the net tangible and intangible assets at ` 2482.70 millions. Net additionsduring the year amounted to ` 1947.81 millions including industrial land under lease `12.81 millions.

FRAUD REPORTED BY THE AUDITORS DURING THE YEAR:

Not applicable as there were no such instances reported during the year.

DEPOSITS:

The approval of the shareholders was accorded to accept and renew Fixed Depositspursuant to the provisions of Sections 73 and 76 of the Companies Act 2013 andaccordingly the Company has accepted / renewed deposits pursuant to the provisions of thesaid Sections read with the Companies (Acceptance of Deposits) Rules 2014 during theyear. The details of the same are as below:

(a) accepted during the year ` 10 Lakhs

(b) remained unpaid or unclaimed as at the end of the year - Nil (c) whether there hasbeen any default in repayment of deposits or payment of interest thereon during the yearand if so number of such cases and the total amount involved- Not Applicable (i) At thebeginning of the year - NA

(ii) Maximum during the year - NA (iii) At the end of the year- NA

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the Financial Year andthe Date of the Report which affect the financial position of the Company except to theextent of merger of Phoenix Lamps Limited Subsidiary Company with the Company.

EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form MGT-9 is enclosed as a part of this report incompliance with Section 134 (3) of the Companies Act 2013 "Annexure–I".

PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES GIVEN OR SECURITY PROVIDED BY THECOMPANY:

The Company has entered into the following transactions pursuant to Section 186 of theCompanies Act 2013:

Name of the Particulars of Loans Amount
entity Investments or Guarantees ( ` in
Millions)
Suprajit Europe Ltd. U.K Corporate Guarantee (GBP 0.5 Million converted at March 31 2017 exchange rate of 1 GBP = ` 82.33) 41.16
Suprajit USA INC Corporate Guarantee of USD 25 Million converted at March 31 2017 exchange rate of 1 USD = ` 65.60) 1640.00

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013:

All related party transactions which were entered into during the year were on at arm'slength basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

All related party transactions wherever applicable are placed before the AuditCommittee. The quarterly disclosures of transactions with related parties are made to theAudit Committee. In compliance with Section 134 (3) of the Companies Act 2013particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 are enclosed in the Form AOC-2 as part of this reportas

"Annexure-II" .

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Meetings of the Board are held at regular intervals with a time gap of not more than120 days between two consecutive Meetings. Additional Meetings of the Board of Directorsare held when necessary. During the year under review 5 (Five) Meetings were held onApril 18 2016 May 30 2016 August 13 2016 November 13 2016 and February 13 2017.

Agenda of the Meeting is circulated to the Directors in advance. Minutes of theMeetings of the Board of Directors are circulated amongst the Members of the Board fortheir perusal.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (3) (c) of the Companies Act 2013 the Board of Directorsof the Company confirms and submits that: i. in the preparation of the annual accountsthe applicable Accounting Standards have been followed and there have been no materialdeparture; ii. the selected accounting policies were applied consistently and thejudgments and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2017 and of the profits of theCompany for the year ended on that date; iii. proper and sufficient care have been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; iv. the annual accounts have been prepared on a‘going concern' basis; v. adequate system of internal financial controls has beenlaid down and the said system is operating effectively; and vi. proper systems to ensurecompliance with the provisions of all applicable laws have been devised and such systemswere adequate and are operating effectively.

CORPORATE GOVERNANCE AND BUSINES RESPONSIBILITY REPORT:

Being a Listed Company necessary measures are taken to comply with the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A report on CorporateGovernance along with a certificate of compliance from a Practising Company Secretaryforms part of this report. Various disclosures as required under Sections 134 and 135 ofthe Companies Act 2013 are annexed to this report or covered in the Corporate GovernanceReport such as related party transactions Information and details on conservation ofenergy technology absorption foreign exchange earnings and outgo extract of annualreturn constitution of various Board level Committees CSR Policy and initiatives takenduring the year Board evaluation remuneration of the Managerial Personnel SecretarialAudit Report etc.

RISK MANAGEMENT POLICY:

The Company has risk management policy in place. The Audit Committee has additionaloversight in the area of financial risks and controls. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.

The Company has taken Directors' and Officers liability Insurance Policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has been active in CSR activities through Suprajit

Foundation for the last 6 years. The Companies Act 2013 mandates profitable companiesto contribute 2% on CSR. Your Company has paid ` 24.86 millions and Suprajit Automotivewholly owned subsidiary of your Company has paid ` 1.69 millions to Suprajit Foundationfor various activities undertaken by the said Foundation. The detailed activities ofSuprajit Foundation have been provided elsewhere in this report.

The details of the amounts to be spent during the financial year and the manner inwhich it was spent are annexed herewith "Annexure –III". The copy ofthe CSR policy is available on the website of the Company (www.suprajit.com)

EMPLOYEES STOCK OPTIONS DETAILS

No Employee Stock Option Scheme as on 31st March 2017.

CONSERVATION OF ENERGY:

Conservation of energy is one of the highest priority measures directly supervised bythe senior management of the Company.

As and when new plants are getting added by the Company Management ensures thatvarious measures like rain- water harvesting STP water usage control planting of treesdiscarding of old gen-sets and minimum usage of lighting power during day time are welladopted from day one.

In addition the following new initiatives have been undertaken during the year atvarious plants:

a) Company has installed 100 kWp solar capacity as the first pilot project in the year2016 to assess the use of solar energy for the operational requirements of the Company.The Company will monitor the performance of this project and based on the success willconsider deploying such projects at various units. b) Various plants have started usingLED lamp to reduce power consumption. c) Additional facilities have been fitted withAutomatic Water Level Controllers along with the water pumps which are used for pumpingwater to the storage tanks. d) Electrical systems in all the new plants have been providedwith individual controls so that the user can select particular fan light etc. dependingupon requirement at that particular point of time. This avoids indiscriminate bulkselection of electrical systems. e) Additional facilities Shop floors having roo_ngsheets with thermal vents on top of the roo_ng sheets (circulating fans operating withwind ) in order to reduce the heat effect in summer and also to reduce usage ofelectrically operated fans in the shop floor. f) Rain water harvesting has been modifiedto properly channelize the rain water into earth in manner bore well gets adequate waterfor its re-generation. g) E_orts made to improve power factors by installing additionalactive capacitors h) Continuous efforts in reduction of power load by replacing DC driveto AC drive. i) Compressor room temperature reduction for reducing maintenance cost.

RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION:

a) Research and Development (R&D):

1) The Company has set up a centralised Tech Centre at Bengaluru. This centre will haveEngineers for R&D work testing and validation of products as per customers'requirements.

2) The Company has received certain patents for cables which are deployedcommercially.

3) Development cells in every unit have been upgraded with more Engineers and latestequipments.

4) The Company's R&D has developed many specialized cables for Customers as per theend user requirements. This is being successfully deployed by the customer withsignificant cost savings.

5) The Company has developed many types of equipments specialised for cable making withsignificant energy savings and increased productivity.

6) Product Life Cycle Management" – Enovia of DASSAULT SYSTEMES softwarebeing implemented across all the entities to enhance standardisation of new product launchand change management.

7) During the year Parking brake lever assembly was developed and supplies initiatedto some of the Non-Automotive customers.

8) Launch of RGL program to enhance Robustness Geometry tolerances and Life of theHalogen bulbs.

b) Expenditure on Research and Development:

(` in Million)
Particulars 2016_17 2015_16
Salaries & Wages 16.54 17.43
Material Consumables & 4.83 5.17
Stores
Other Direct Expenditures 4.47 3.13
TOTAL 25.83 25.73

c) Technology Absorption Adaptation Innovation and particulars of importedtechnology:

1) The Company has not imported any technology during the year.

2) The Company has developed innovative and path-breaking processes for certain CableManufacturing for which patents are pending.

3) The Company has successfully adapted customer's designs for new types of cables andalso other products.

GREEN INITIATIVES:

The Company has initiated a sustainability initiative with the aim of going green andminimizing our impact on the environment. Like the previous years this year too theCompany is publishing only the statutory disclosures in the print version of the AnnualReport.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The Company earned ` 1404.41 Millions and expended ` 1048.10 Millions during the yearunder review. It may be noted that at the consolidated level the Company is a net forexearner.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive which have helped your Companyto achieve production targets.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of Independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees.

FAMILIARISATION PROGRAMMES OF INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. Tofamiliarize the new inductees with thestrategyoperationsandfunctionsoftheCompanytheExecutive Directors / Senior ManagerialPersonnel make presentations to the inductees about the Company's strategy operationsproduct and service offerings markets organization structure finance human resourcestechnology quality facilities and risk management. The copy of Familiarization Programmeof Independent Directors is available on the website of the Company (www.suprajit.com).

NOMINATION AND REMUNERATION POLICY:

Your Company has adopted a Nomination and Remuneration Policy on Directors' Appointmentand Remuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters as provided under Section 178(3) of theCompanies Act 2013. The Policy is enclosed as a part of this report in compliance withSection 134(3) of the Companies Act 2013. The same is enclosed as

"Annexure-IV'.

COMPOSITION OF AUDIT COMMITTEE:

Your Company has an Audit Committee comprising of Mr. Diwakar S Shetty as Chairman ofthe Committee Mr. M Jayarama Shetty and Mr. Suresh Shetty as other Members of theCommittee. The composition of the Committee is in compliance with the provisions ofSection 177 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements Regulations 2015).

VIGIL MECHANISM:

Your Company has formulated the Whistle Blower Policy with a view to provide amechanism for Employees and Directors of the Company to approach the Whistle BlowerCompliance Officers / the Audit Committee of the Company in compliance with Section 177(9)of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Details of the Whistle Blower Policy are explained in the Report onCorporate Governance and Whistle Blower policy of the Company is available on the websiteof the Company at www.suprajit.com.

AUDITORS:

i. Statutory Auditors:

As per the provisions of the Companies Act 2013 same Auditors cannot be appointed formore than 2 consecutive terms of 5 years and Rotation of Auditors is mandatory The presentStatutory Auditors of the Company viz. Messrs Varma and Varma (Firm RegistrationNo.004532S) Chartered Accountants Bengaluru are retiring as Statutory Auditors of theCompany at the upcoming Annual General Meeting of the Company as per the provisions ofCompanies Act 2013.

In this connection your Board of Directors at its meeting held on September 13 2017has recommended the appointment of Messrs S. R. Batliboi & Associates LLP (FirmRegistration No.101049W/E300004) Chartered Accountants as the Statutory Auditors of theCompany for a period of 5 years subject to the approval of Members of the Company at theensuing Annual General Meeting of the Company.

The Shareholders are requested to approve the appointment of Messrs S. R. Batliboi& Associates LLP (Firm Registration No.101049W/E300004) Chartered Accountants as theStatutory Auditors of the Company for a period of 5 years which is subject to rati_cationby the Members at the Annual General Meeting every year.

ii. Cost Auditors:

Messrs G N V Associates Cost Accountants have been appointed as the Cost Auditors ofyour Company for the financial year 2017-18. The cost audit report for previous year hasbeen filed with the Registrar of Companies Karnataka within due date.

iii. Secretarial Auditor:

The Board has appointed Mr. Parameshwar G. Bhat Practicing Company Secretary(Membership No. FCS-8860) as the Secretarial Auditor as per Section 204 of the CompaniesAct 2013 for the financial year 2016-17. The Secretarial Audit Report issued by him isenclosed as "Annexure-V".

QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY AUDITORS:

There are no qualifications reservations or adverse remarks or disclaimers made byStatutory Auditors in their report and by Secretarial Auditor in his secretarial auditreport.

REGULATORY / COURT ORDERS:

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the Company and its future operations.

SUPRAJIT FOUNDATION:

The Suprajit Foundation was established in 2011 as a not-for-profit Trust to conductsocial welfare activities. Over the years the Foundation has initiated guided andconducted several programs in education healthcare and rural development.

Your Directors would like to thank the honorary trustees of the Foundation whocontinue to devote their valuable time and energy in planning directing and monitoringits activities.

HEALTH SAFETY AND ENVIRONMENTAL PROTECTION (HSE):

The Company's efforts towards reinforcing a positive safety culture have resulted inreduction of total lost time due to injuries this year. Similarly the lost Time InjuryFrequency Rate reduced from a year ago. During the year no occupational illness case wasreported. Due to continued efforts to conserve water and energy specific water and energyconsumption also got reduced.

DISCLOSUREUNDERTHESEXUALHARASSMENT OF WOMEN AT WORKPLACE _PREVENTION PROHIBITION ANDREDRESSAL_ ACT 2013:

The Company has in place a Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

Following is a summary of sexual harassment complaints received and disposed off duringthe year 2016-17:

No of complaints received : NIL No of complaints disposed off : NIL

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197 (12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are forming part of this report as "Annexure – VI".

CAUTIONARY NOTE:

Management Discussion and Analysis forming part of this Report is in compliance withCorporate Governance Standards the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and such statements may be "forward looking" within themeaning of applicable securities laws and regulations. Actual results could differmaterially from those expressed or implied. Important factors that could make a differenceto the Company's operations include economic conditions affecting demand/supply and priceconditions in the domestic and overseas markets/currency fluctuations in which the Companyoperates changes in the Government regulations tax laws and other statutes and otherincidental factors.

ACKNOWLEDGEMENT:

The Directors place on record their appreciation for valuable contribution made byemployees at all levels active support and encouragement received from variousGovernmental agencies Company's Bankers Customers vendors distributors BusinessAssociates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders andgratefully acknowledge with a firm belief that the support and trust will continue in thefuture.

For and on behalf of the Board
Place : Bengaluru K. Ajith Kumar Rai
Date : September 13 2017 Chairman & Managing
Director
(DIN: 01160327)