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Asahi Songwon Colors Ltd.

BSE: 532853 Sector: Industrials
NSE: ASAHISONG ISIN Code: INE228I01012
BSE 00:00 | 11 Oct 132.55 0
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OPEN 133.90
PREVIOUS CLOSE 132.55
VOLUME 644
52-Week high 274.40
52-Week low 105.00
P/E 9.72
Mkt Cap.(Rs cr) 163
Buy Price 128.55
Buy Qty 2.00
Sell Price 144.70
Sell Qty 15.00
OPEN 133.90
CLOSE 132.55
VOLUME 644
52-Week high 274.40
52-Week low 105.00
P/E 9.72
Mkt Cap.(Rs cr) 163
Buy Price 128.55
Buy Qty 2.00
Sell Price 144.70
Sell Qty 15.00

Asahi Songwon Colors Ltd. (ASAHISONG) - Director Report

Company director report

To the Members of

Asahi Songwon Colors Limited

Your Directors have the pleasure of presenting their Twenty Eight Annual Report of theCompany together with the audited financial statement for the financial year ended March312018.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 312018 is summarizedbelow:

Particulars 2017-2018 2016-2017
Revenue from Operations 29383.17 26080.41
Other Income 447.21 311.38
Total Income 29830.38 26391.79
Profit for the year before Finance Costs Depreciation and Tax Expenses 4271.77 5030.90
Less : Finance Costs 353.28 281.09
profit for the year before Depreciation and tax expenses 3918.49 4749.81
Less : Depreciation 721.93 712.50
profit for the year before tax expenses 3196.56 4037.31
Less : Current Tax 835.00 1215.64
Less : Deferred Tax 54.00 79.30
net profit for the year 2307.56 2742.37
Other Comprehensive Income (Net of Taxes) 4.76 20.46
total comprehensive Income for the period 2312.32 2762.83
Surplus available for Appropriation 12792.76 11073.56
Appropriation:
General Reserve 150.00 150.00
Interim Dividend at H Nil (Previous Year H3.00) per Equity Shares - 368.17
Dividend Distribution Tax - 74.95
Balance Carried to Balance Sheet 12642.76 10480.44
total 12792.76 11073.56

INDIAN ACCOUNTING STANDARDS (IND AS)

The Ministry of Corporate Affairs vide its notification dated February 16 2015 hasnotified the Companies (Indian Accounting Standard) Rules 2015. In pursuance of thisnotification the Company has adopted Ind AS with effect from April 1 2017. The Company'sfinancial results for the previous year ended March 31 2017 had also been recast inaccordance with Ind AS.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING The Year/ State Of COMPANY'S Affairs

a. general

The Financial Year 2017-18 has been a year of continuous appreciation of Indian Rupeeincreasing crude price and other commodities. In spite of such uncertain economiccondition your Company has performed well on account of capacity utilization and increasein sales. However due to economic turbulence operating margins got impacted adversely.The Company is PROACTIVELY taking all the measures of effective management of resources toreduce cost and improve the margin especially by making big efforts on energy saving.

b. performance Review

During the year under review the Company earned a total income of H29830 lakhscompared to H26392 lakhs in the previous year.

The total sales of the Company was H29383 lakhs 13% higher as compared to H26080lakhs in the previous year. The profit after tax (PAT) stood at H2308 lakhs (Previousyear H2742 lakhs).

c. Exports

During the year under review the total exports value to H21241 lakhs compared toH17427 lakhs during the previous year. Your Company continues to view focus on exportmarkets for its products and see good potential for growth to the export business.

d. capital Expenditure

The Company has incurred for the existing plant a capital expenditure of H1973 lakhsin the year under review compared to H784 lakhs in the previous year. The Company hascapex plans to add other pigments and specialty products as a green field Project atSayakha and Dahej Dist: Bharuch Gujarat. The Company already spend H3500 lakhs foracquisition of land for this projects.

dividend

After considering the profitability cash flow and overall performance of the Companyyour Board of Directors of the Company have pleasure in recommending final dividend @30%

(Rupee 3.00 per share of face value of H10/- each) for the year ended March 31 2018subject to approval of members at the forthcoming Annual General Meeting of the Company.

The final dividend if approved at the forthcoming Annual General Meeting will result inan outflow of H368 lakhs to the Members of the Company in addition to H76 lakhs asdividend distribution tax During the previous financial year the Company had paid interimdividend @30% (Rupee 3.00 per share of face value of H10/- each) on the fully paid upequity share capital of the Company.

TRANSFER TO RESERVE

Your Company proposes to transfer H150 lakhs (Previous Year H150 lakhs) to the GeneralReserves. An amount of H12643 lakhs is proposed to be retained in the Statement of Profitand Loss.

SHARE CAPTIAL

a. Issue of equity Shares with differential rights

During the year under review there was no change in the Company's issued subscribedand paid-up equity share capital. As at March 31 2018 it stood at H1227.23 lakhs dividedinto 12272262 equity shares of H10/- each. During the year under review no equityshares with differential rights as to dividend voting or otherwise where issued.

b. Issue of sweat equity shares

During the year under review the Company has not issued any sweat equity shares.

c. Issue of employee stock options

The Company has not granted any Employee Stock Option within the meaning of section62(1) (b) of the Companies Act 2013 read with its Rules framed there under and Regulation14 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

subsidiaries joint ventures and associate companies

During the year under review the Company does not have any subsidiaries jointventures and associate companies.

intellectual property rights

During the year under review the Company has received the certificate for registrationof trademark from the Registrar of Trade Marks Trade Marks Registry Gujarat for its logoi.e. Asahi Songwon and its products i.e. Asafast Asaglow AsaInk and Asaperm.

CHANGE IN PROMOTERS HOLDING

During the year under review promoters family trust Mrugesh Jaykrishna Family Trust -1and Gokul M. Jaykrishna Family Trust has acquired 11000 (0.09%) and 5500 (0.04%) EquityShares of the Company through the stock exchange respectively. The total promotershareholding of the Company hence stands increased from 65.28% to 65.41%.

During the year under review promoter company Chelsea Marketing LLP holding 600 equityshares of the Company has sold its holding.

FINANCE AND INSURANCE

The Company has been financed by State Bank of India and Federal Bank Limited for bothworking capital and term loans.

All assets and insurable interests of your Company including building plant andmachinery stocks vehicles stores and spares have been adequately insured againstvarious risks and perils.

BANKTERM LOANS

During the year under review CARE has reaffirmed "CARE AA- Stable [Double AMinus; Outlook; Stable]" rating assigned to the long-term facilities of your Company.This rating is applicable to facilities having tenure of more than one year. Instrumentswith this rating are considered to have the highest degree of safety regarding timelyservicing of financial obligations.

CARE has also reaffirmed the CARE A1+ [Single A One Plus] rating assigned to theshort-term facilities of your Company. This rating is applicable to facilities havingtenure up to one year. Instruments with this rating are considered to have adequate degreeof safety regarding timely servicing of financial obligations.

COMMERCIAL pApER

During the year under review CARE has reaffirmed "CARE A1+ (A One Plus)indicating very strong degree of safety regarding timely payment of financial obligationsfor Commercial Paper to be issued carved out of the sanctioned working capital limits ofthe Company. As at March 31 2018 outstanding commercial paper was Nil.

LISTING

The Equity shares of the Company continue to remain listed on BSE Limited (BSE) andNational Stock Exchange of India Limited (NSE). The Company has paid the Annual ListingFees to the said Stock Exchange(s) for the financial year 2018-19.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE

company which have occurred between the

END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THE REPORT

There has been no material changes and commitments affecting

the financial position of the Company which has occurred between the end of thefinancial year to which the financial statements relate and the date of the report.

risk management

The Company has well defined process to identify assess monitor and mitigate variousbusiness risks. The Company recognizes that these risks need to be managed to protectinterest of the stakeholders to achieve business objective and enable sustainable growth.Many risks identified by the business and functions are systematically addressed throughmitigating actions on a continuing basis. Further details are set out in the ManagementDiscussion and Analysis Report forming part of this Report.

public deposit

During the year under review the Company has not accepted any fixed deposit frompublic under Section 73 of Companies Act 2013 and the Rules framed there under and noamount on account of principal or interest on deposits from public was outstanding as onMarch 312018.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended March 312018.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED ORHAVE RESIGNED DURING THE YEAR DIRECTORS LIABLE TO RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Gokul M. Jaykrishna JointManaging Director & CEO of the Company will retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment. The Board recommendshis reappointment.

Change in Directorate

None of the Directors of the Company have resigned from the office of Director of theCompany during the year.

Independent Directors

The Independent Directors hold office for a fixed period of five years from the date oftheir appointments at the 24th Annual General Meeting of the members held on September 262014 and are not liable to retire by rotation.

Mr. H. K. Khan and Mr. R. K. Sukhdevsinhji who were appointed as Independent Directorsof the Company for period of 5 years at the 24th Annual General Meeting of the Companyheld on September 26 2014.

Regulation 17(1 A) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 notified on June 7 2018 prescribes that no listed entity shall appointa person or continue the directorship of any person as a non-executive director who hasattained the age of seventy five years unless a special

resolution is passed to that effect.

In view of the said provision of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 on recommendation of Nomination and Remuneration Committee the Board ofDirectors subject to approval of members at the ensuing Annual General Meeting decided tocontinuation of Directorship Mr. H. K. Khan and Mr. R. K. Sukhdevsinhji under the currenttenure of appointment which ends on date of 29th Annual General Meeting to be held in thecalendar year 2019 notwithstanding that they have attained the age of 75 years.

Declaration of independence

The Company has received necessary declarations from the independent directors underSection 149(7) of the Companies Act 2013 the he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015. The Board confirms thatthe said Independent Directors meet the criteria as laid down under the Companies Act2013 as well as SEBI Regulations.

Profile of Directors seeking appointment/re-appointment

As required under Regulation 36 (3) of the SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 particulars of Directors seekingappointment/re-appointment at the ensuing Annual General Meeting are annexed to the noticeconvening 28th Annual General Meeting.

Key Managerial Personnel

The key Managerial Personnel (l<MP) in the Company as per Section 2(51) and 203 ofthe Companies Act 2013 are as follows:

Mrs. Paru M. Jaykrishna Chairperson and Managing Director

Mr. Gokul M. Jaykrishna Joint Managing Director & CEO

Mr. Chandravadan R. Raval General Manager (Accounts) & CFO

Mr. Saji Varghese Joseph Company Secretary

There was no change in the Key Managerial Personnel during the year under review.

During the year under review the Board of Directors in their meeting held on February13 2018 has changed the designation of Mr. Gokul M. Jaykrishna from Joint ManagingDirector to Joint Managing Director and CEO.

Women Director

The Composition of the Board ofDirectors ofthe Company includes a women director viz.Mrs. Paru M. Jaykrishna. Accordingly the Company is in compliance with the requirement ofSection 149 (1) of the Companies Act 2013 read with Rule 3 of the Companies (Appointmentand Qualification of Directors) Rules 2014.

Remuneration policy

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy on selection and appointment of Directors Senior Management and their

remuneration. The Nomination and Remuneration Policy is attached herewith as per"Annexure - B" form part of this Report.

Board Effectiveness

a. Familiarization Programme for the Independent Directors

Your Company has put in place a well structured familaristion programme for all itsdirectors including independent directors of the Company with respect to the roles andresponsibilities outlined under the Companies Act 2013 and other related Regulations. TheDirectors are familiarized with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. from time to time. The Company makes consistent efforts to acquaint the Boardwith the overall business performance covering all Business verticals by way ofpresenting specific performance of each Plants Product Category and Corporate Functionfrom time to time. Details of the Familiarization Programme are explained in the CorporateGovernance Report.

b. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of the SEBIRegulations the Board has internally carried out an annual performance evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit and Nomination & Remuneration Committees. The guidance note dated January 52017 as suggested by SEBI was referred to while carrying out the annual performanceevaluation.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairperson of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement and safeguarding the interest ofthe Company. The performance evaluation of the Board as a whole Chairperson andNon-Independent Directors was also carried out by the Independent Directors in theirmeeting held on November 14 2017. The Board of Directors expressed its satisfaction withthe performance of the Board its committees and individual directors.

directors responsibility statement

In accordance with the provisions of Section 134 (3) (c) and sub section 5 of theCompanies Act 2013 your directors hereby state and confirm that;

(i) in the preparation of the annual financial statements for the year ended March 312018 the applicable accounting standards have been followed along with properexplanations relating to material departures if any;

(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year as atMarch 312018 and of the profit or loss of the Company for the year ended on that date;

(iii) the directors have taken 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;

(iv) the annual financial statements of the Company have been prepared for the yearended March 31 2018 on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively ;and

(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

MEETINGS

Number of Meeting of the Board of Directors

During the Financial Year 2017-18 Seven (7) numbers of Board Meetings were held thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013 and Regulation17 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

Independent Directors' Meeting

A separate Meeting of the Independent Directors of the Company was also held onNovember 14 2017 whereat the prescribed items enumerated under Schedule IV to theCompanies Act 2013 and the SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 were discussed.

AUDIT COMMITTEE

The Audit Committee comprises of three Non-Executive Directors all of whom areIndependent Directors. Mr. Gaurang N. Shah is the Chairman of the Audit Committee. TheComposition of the Audit Committee meet the requirement of Section 177 of the CompaniesAct 2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015.

There are no recommendations of the Audit Committee which have not been accepted by theBoard. Further details on the Audit Committee are provided in the Corporate GovernanceSection of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofyour Company has constituted a Corporate Social Responsibility ('CSR") Committeewhich is Chaired by Mrs. Paru M. Jaykrishna the Chairperson and Managing Director of theCompany the other members of the committee are Mr. Gaurang N. Shah and Dr. Pradeep Jhawho are independent directors of the Company. Your Company also has in place a CSR policyand the same is available on the website of

the Company. The committee places before the Board the details of the activities to beundertaken during the year. A detail report is attached as "Annexure - D"forming part of this report.

corporate governance

In terms of Regulation 34 read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate Report on Corporate Governanceforms part of the Annual Report. The requisite certificate from Mr. Bipin L. MakwanaCompany Secretary in Practice regarding compliance with the conditions of CorporateGovernance is attached to the report on Corporate Governance as per "Annexure -H"

AUDITORS a. statutory Auditors

The Statutory Auditors M/s. Mahendra N. Shah & Co. Chartered Accountants (FirmRegistration No. 105775W) Ahmedabad were appointed as the Statutory Auditors of theCompany for a term of five years up to the conclusion of the 32nd Annual General Meetingof the Company if so required under the Law.

The Ministry of Corporate Affairs have vide its Commencement Notification dated May 72018 inter alia notified the commencement of section 40 of the Companies (Amendment)Act 2017 which omitted the proviso to sub-section (1) of section 139 of the CompaniesAct 2013 mandating the requirement of annual ratification for Auditors appointment bythe Members at every Annual General Meeting. Accordingly the Board has decided todiscontinue the practice of obtaining annual ratification of the shareholders forappointment of Statutory Auditors in view of the exemption provision in the resolutionpassed by the members in the 27th Annual General Meeting and the removal of the provisionof the law which mandated the requirement.

M/s. Mahendra N. Shah & Co. Chartered Accountants has expressed their willingnessto be appointed as Statutory Auditors of the Company. They further confirmed that it saidappointment if made would be within prescribed limits under Section 141 of the CompaniesAct 2013 and that they are not disqualified for appointment.

Pursuant to Section 139 and 141 of the Companies Act 2013 and relevant Rulesprescribed there under the Company has received certificate dated May 10 2018 from theAuditors to the effect inter-alia that their appointment would be within the limits laiddown by the Act shall be as per the term provided under the Act that they are notdisqualified for such appointment under the provisions of applicable laws and also thatthere are no pending proceedings against them or any of their partners with respect toprofessional matters of conduct.

The Auditors have also confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold a valid certificateissued by the Peer Review Board of the ICAI.

M/s. Mahendra N. Shah & Co. Chartered Accountants have submitted their Report onthe Financial Statements of the Company for the Financial Year 2017-18 which forms partof the Annual Report 2017-18. There are no observations (including any qualificationreservation adverse remark or disclaimer) of the Auditors in their Audit Reports that maycall for any explanation from the Directors.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed Mr. Bipin L. Makawana Company Secretary in Practice to undertakethe Secretarial Audit of the Company.

Mr. Bipin L. Makawana Company Secretary in Practice have carried out Secretarial Auditof the Company for the Financial Year 201718 and the Report of Secretarial Auditor in FormMR-3 is annexed with this Report as "Annexure - F" forming part of this Report.

c. Cost Auditors

During the year under review cost audit was not applicable to the Company.

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

The Statutory Auditors or Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143(12) of theCompanies Act 2013 including rules made there under.

CASH FLOW STATEMENT

As required under Regulation 34(2) (c) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Cash Flow Statement prepared in accordance with theIndian Accounting Standard 7 (IND AS-7) is attached to the Financial Statement.

EXTRACT OF THE ANNUAL RETURN

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3)of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 the extracts of annual return in Form No. MGT-9 formspart of this report as "Annexure - E"

export house status

The Company has been awarded status of "Two Star Export House" by Office ofDevelopment Commissioner Kandla Special Economic Zone Gandhidham Kutch in accordancewith provisions of Foreign Trade Policy 2015-2020. This status is valid till December 152020.

awards and recognition

Over the years the Company has participated and won many

awards and recognition. The awards won during the financial year 2017-18:

The Gujarat Dyestuff Manufacturing Association (GDMA) First award for selfmanufactured direct export of Dye Intermediates and special trophy for self manufactureddomestic sale of Dye Intermediates of H25 crore and above during the year 201516.

CHEMEXCIL award for outstanding export performance in exporters during the 2016-17in Dye & Dye intermediate category.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS

with related parties

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm's lengthbasis.

During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered 'material' (i.e. transactions exceeding tenpercent of the annual consolidated turnover as per the last audited financial statementsentered into individually or taken together with previous transactions during thefinancial year) according to the policy of the Company on materiality of Related PartyTransactions. Accordingly there are no transactions that are required to be reported inform AOC-2.

However you may refer to Related Party transactions in Note No. 41 of the StandaloneFinancial Statements.

particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo

Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption and foreign exchange earnings and outgo isgiven as per "Annexure - A " hereto forming part of this Report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

Your company has in place adequate internal control systems commensurate with the sizeof its operations. The internal control systems comprises of policies and procedureswhich are designed

for safeguarding the assets optimal utilization of resources sound management ofcompany's operations. These are continually reviewed by the Company to strengthen the samewherever required. The internal control systems are supplemented by internal audit carriedout by an Independent Cost Accountant and periodical review by management. The AuditCommittee of the Board addresses issues if any raised by both the Internal Auditors andthe Statutory Auditors.

Details in respect of adequacy of internal financial controls with reference to thefinancial statements are stated in Management Discussion and Analysis which forms part ofthis Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct or Ethics Policy. whistle BlowerPolicy is disclosed on the website of the Company. The Audit Committee of the Boardoverseas the functioning of the policy.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which shall impact the going concern status andCompany's operations in future.

INDUSTRIAL RELATIONS

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across organization.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOUSRES

The information required pursuant to Section 197 of Companies Act 2013 read with Rule5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are annexed as per "Annexure - C" to thisReport.

CERTIFICATIONS

Your Company has ISO 14001:2015 for Environmental Management System certification andISO 9001-2015 for quality management system for plant at Vadodara.

MANAGEMENT'S DISCUSSSION AND ANALYSIS

REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements)Regulation 2015 with the stock exchanges is presented in a separate section forming partof the Annual Report as per "Annexure- G"

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF

women at work place (prevention prhibition

& REDRESSAL) ACT 2013

Your Company strongly believes in providing a safe and harassment-free workplace foreach and every individual working for the Company through various interventions andpractices. It is the continuous endeavour of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including sexual harassment.

The Company has in place a Policy on prevention of Sexual Harassment in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. During the year under review the Committee had not receivedany compliant.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the Rules")all unpaid or unclaimed dividends are required to the transferred by the Company to theIEPF established by the Government of India after the completion of seven years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the demataccount of IEPF Authority. Accordingly the Company has transferred the unclaimed andunpaid dividends of H 1.25 lakhs to Investor Education and Protection Fund (IEPF) duringthe year. Further 1016 Equity shares were transferred as per the requirements of IEPFrules.

Pursuant to Section 124(6) of the Companies Act 2013 which requires a Company totransfer in the name of Investors Education and Protection Fund (IEPF) Authority allshares in respect of which dividend has not been paid or claimed for 7 (seven) consecutiveyears or more. In accordance with the said provisions read with the Investors Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 asamended the Company is in the process to transfer all shares in respect of whichdividends declared for the year 2010-2011 or earlier financial years has not been paid orclaimed by members for 7 (seven) consecutive years or more.

environment HEALTH AND SAFETY

The Company is committed to health and safety of its employees

contractors and visitors. We are compliant with all EHS Regulations stipulated underthe water (Prevention and Control of Pollution) Act The Air (Prevention and Control ofPollution) Act The Environment Protection Act The Factories Act and Rules made thereunder. Safety and environmental standards are periodically reviewed and upgraded. TheCompany preserves in its efforts to educate safe and environmentally accountable behaviorin every employee as well as its vendors.

The solid waste generated at the works after treatment of its liquid effluent isshifted to a Gujarat Pollution Control Board (GPCB) approved site.

The Company has maintained a greenbelt around its sites as a part of its commitment toenvironment management.

The Company continues to demonstrate its commitment to a clean and safe environment.The state of the art effluent treatment plant continues to run satisfactorily so that thetreated wastewater discharged is well within the stipulated norms set by GPCB. As a partof water conservation efforts the Company has implemented suitable engineering solutionto utilize recycled water as much as possible in cleaning gardening and other utilities.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application during the year under review.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance andcooperation received from the Government of India Government of Gujarat Electricitysupply companies and Bankers during the year under review.

The Company is thankful to the shareholders for reposing trust in

the Company and their unflinching enthusiasm and patronage.

CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis may contain certainstatements describing the Company's objectives expectations or forecasts that appear tobe forward-looking within the meaning of applicable securities laws and regulations whileactual outcomes may differ materially from what is expressed herein. The Company is notobliged to update any such forwardlooking statement. Some important factors that couldinfluence the Company's operations comprise of economic developments pricing and demandand supply conditions in global and domestic markets changes in government regulationstax laws litigation and industrial relations.

For and on behalf of the Board of Directors

Place: Ahmedabad Paru M. Jaykrishna
Date: August 08 2018

Chairperson & Mg. Director DIN No. 00671721