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Autolite (India) Ltd.

BSE: 500029 Sector: Auto
NSE: AUTOLITIND ISIN Code: INE448A01013
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OPEN 14.65
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VOLUME 577
52-Week high 40.35
52-Week low 10.60
P/E
Mkt Cap.(Rs cr) 16
Buy Price 14.06
Buy Qty 500.00
Sell Price 14.70
Sell Qty 223.00

Autolite (India) Ltd. (AUTOLITIND) - Director Report

Company director report

To

The Members

Autolite (India) Limited

Jaipur

Your directors have pleasure in presenting the 42nd Annual Report together with theAudited statement of accounts of Autolite (India) Limited for the year ended March 312019.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars Consolidated Standalone
31.03.2019 31.03.2018 31.03.2019 31.03.2018
Net Sales 12031.68 12781.74 12013.17 12759.95
Total income 12105.06 12628.46 12087.06 12606.67
Total Expense other than Interest 11202.42 11939.62 11185.11 11914.37
Depreciation & Tax
Profit for the year [PBIDT] 902.64 842.11 901.95 845.58
(Before Interest Tax Depreciation)
Financial Expenses 468.86 484.18 468.80 484.16
Cash Profit/(Loss) 433.78 357.93 433.15 361.42
Depreciation 391.44 320.93 391.44 320.93
Net Profit/Loss before Tax and Extra 42.34 37.00 41.71 40.49
Ordinary Items
Provisions for Tax and Deferred Tax 5.17 -8.18 5.17 -8.18
Extra Ordinary Gains/(Expenses) 0.00 0.00 0.00 0.00
Net Profit/(Loss) After Extra Ordinary 37.17 45.18 36.54 48.67
Items
Other Comprehensive Income 32.51 27.93 32.51 27.93
Net Profit/ (Loss) after Comprehensive 69.68 73.11 69.05 76.60
Income

NOTE: The consolidate figures comprises of Autolite (India) Limited Jaipur and AutopalInc. USA which is Wholly Owned Foreign Subsidiary Company.

2. STATE OF COMPANY'SAFFAIRS:

During the year under review the Company reported Consolidated Gross Annual Turnoverof Rs. 12031.68 Lakhs as against Rs. 12781.74 Lakhs in financial year 2017-18 thusregistering a decline of 5.87%. However export sales had been dipped from Rs. 2100.91Lakh to Rs. 2045.84 Lakhs due to political instability in many countries resulting in thedecline in export sales. Further there was decline in the Consolidated Net Profit aftercomprehensive income of Rs. 69.68 Lakhs in the year 2018-19 as against Rs. 73.11 Lakhsearned in the year 2017-18 due to the taxation impact.

3. RECOMMENDATION OF DIVIDEND:

In order to conserve and plough back the resources your directors have not recommendedany dividend for the year on equity shares of the Company.

4. DIRECTORS'AND KEY MANAGERIAL PERSONNEL: Appointments:

During financial year under review the Board has appointed Mr. Rajeev Maheshwari (DIN:03057607) as Additional Director w.e.f. August

14 2018 to hold office upto the date of Annual General Meeting. The Members of theCompany has confirmed his appointment as Independent Director for the period of five yearsat 41stAnnual General Meeting held on September 29 2018.

Cessations:

Mr. Gauri Shankar Das (DIN: 01185570) Independent Director and Chairman of AuditCommittee has resigned from the Board of Directors and various Committees of the Boardw.e.f. September 1 2018 due to personal reasons.

Mr. Kuldeep Kumar Gupta (DIN: 01591373) Non executive director has resigned from theBoard and various Committees of the Board w.e.f. February 6 2019 due to pre occupation.

The tenure of Mr. Rajendra Singh Mehta (DIN: 01183922) came to an end on completion offive years as Independent director w.e.f. March 31 2019.

The Board took note of the same and placed on record the valuable contributions made byMr. Gauri Shankar Das Mr. Kuldeep Kumar Gupta and Mr. Rajendra Singh Mehta as Directorsin the Company .

Apart from the above there was no change in composition of Board of Directors and KeyManagerial Personnel during the year under review.

At the 42nd Annual General Meeting Mr. Adarsh Mahipal Gupta (DIN: 00855511) Executivedirector is liable to retire by rotation and being eligible offer himself forre-appointment.

During current financial year the Board has appointed Mr. Ashish Kala (DIN: 02615960)as Additional Director w.e.f. May 30 2019 to hold office upto the date of Annual GeneralMeeting. The Company has received notice from member proposing his candidature for theoffice of Director. Further he will be Independent director on the Board and hisappointment as Independent Director is proposed for the period of five years w.e.f. May30 2019.

Mr. Rajeev Maheshwari (DIN: 03057607) Independent Director has tendered hisresignation due to his pre occupation with Non banking finance company as an director ofthe Board and members and Chairman of various committees. The Board took note of the samein its meeting held onAugust 14 2019. The Board appreciated the valuable contributionsmade by him during his tenure as director.

Further the Board has appointed Mr. Lokesh Kasat (DIN: 07649989) as AdditionalDirector w.e.f. August 28 2019 to hold office upto the date of Annual General Meeting.The Company has received notice from member proposing his candidature for the office ofDirector. Further he will be Independent director on the Board and his appointment asIndependent Director is proposed for the period of five years w.e.f. May 30 2019.

5. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

In line with the provision of Section 149 (7) of the Companies Act 2013 the Board hasreceived the declarations from the Independent Directors of the Company that they meet thecriteria of Independence as prescribed under Section 149 (6) of the Companies Act 2013read with the Rules made thereunder.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the CompaniesAct 2013 the Directors confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures;

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 ended onMarch 31 2019 and of the profit of the Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of theAct for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts on a going concern basis.

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

vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

7. MANAGEMENT DISCUSSIONANDANALYSIS REPORT:

Adetailed Report on Management Discussion and Analysis is annexed in [Annexure- 1] thatforms part of this Board Report.

8. AUDITORSAND THEIR QUALIFICATION: i. StatutoryAuditors –

At the 41st Annual General Meeting held on 29th September 2018 the shareholdersapproved the ratification of appointment of M/s Madhukar Garg & Co CharteredAccountants (Firm Registration No. 000866C) as the Statutory Auditor till the conclusionof 42nd Annual General Meeting.

Further it is again proposed to ratify the appointment of M/s Madhukar Garg & Co.Chartered Accountants (Firm Registration No. 000866C) from the conclusion of 42nd AnnualGeneral Meeting till the conclusion of 43rd Annual Meeting at such remuneration as may bedecided mutually by theAuditors and the Board of directors.

The Audit Report given by M/s Madhukar Garg and Company CharteredAccountants hereunderis forming part of theAnnual Report. Explanation by the Board on qualifications made byStatutoryAuditor:

Auditor qualification no: 1 (Sr. No. 4)

The Company has credited Rs.308.68 Lakhs in earlier years for export incentives inProfit & Loss Account on estimated basis. Out of which Rs. 82.14 Lakhs has beenreceived upto 31.03.19 The Concerned Department is examining the claim filed by theCompany. The Company is in the process to provide desired information for the recovery ofbalance amount of Rs.226.54 Lakhs

Management reply toAuditor's Qualification:

The Company has recognized export incentive receivable on accrual basis as perprevailing provisions of the export incentive schemes announced by the Government of Indiafor export promotion. The Company has availed export claim in the year 2018-19 pertainingto the same year from the Government. During the year the Company has recovered Rs. 82.14Lakhs out of Rs. 308.68 Lakhs. For balance amount claim of Rs. 226.54 Lakhs which isrelating to financial year 1998-99 and 2006-08 necessary hearing is held and the Companyis in process of providing various documents clarifications and explanations as requiredby Government Authorities and Company hopes to get the above claim settled with theGovernmentAuthorities very soon.

Auditor qualification no: 2 (Sr. No. 5)

The Company has not provided against Non-Recoverable/Unadjusted Advances and TradeReceivables for Rs. 293.54 Lakhs. These advances and Trade receivables are recoverable incash or kind or value to be received. However no adjustment has been made in books ofaccounts.

Management reply toAuditor's Qualification:

The advances were given to some of the parties against the supplies of goods orservices and Trade receivables amounting to Rs. 293.54 Lakhs as mentioned above. Duringthe year the Company has recovered Rs. 20.10 Lakhs out of earlier advances of Rs. 313.64Lakhs. The Company is in process of recovering the balance advance given and also tradereceivables. However due to some dispute and account reconciliation the same could notbe recovered/adjusted in the current year in the books of accounts of the Company. Companyhopes to settle the account in the financial year 2019-20 for recovery /adjustment.

Auditor qualification no: 3 (Sr. No. 3)

No impact was taken in the books for deferred tax assets/liabilities except for remeasurement required in IndAS -101 (First time adoption of IndAS)

Management reply to Auditor's Qualification:

Regarding the observations made by Auditors for the Ind AS – 12 (Accounting forTaxes on Income) we comment that the Company is paying its tax liability calculated asper the provisions of MAT under Section 115JB of Income Tax Act 1961. The deferred taxassets and liabilities arises on account of timing difference of some of the items whichhas been mentioned in the Income TaxAct and are notional items which do not have anybearing on the profitability of the Company. Therefore its impact is taken in the booksof accounts it will not have any bearing on any profitability of the Company. Furtherthere is no convincing evidence of virtual certainty of realization of deferred tax assetarising out of timing difference.

Auditor qualification no: 4 (Sr. No. 6)

No impact of expected credit loss has been taken in books of the Company as required inIndAS – 109

Management reply toAuditor's Qualification:

Management perceives insignificant credit loss and as such no financial impact isconsidered in books of accounts of the Company.

Auditor qualification no: 5 (Sr. No. 11)

The Company is in process to prepare Return and reconciliation for goods and servicetax for the financial year 2018.19. In the absence of sufficient details and informationwe are unable to determine the correct liabilities of tax interest and penaltyaccordingly we are unable to comment on the impact of related liability included in thesestandalone IndAS financial statements.

The Company is in process of reconciliation of GST account provided in the books ofaccounts which will be completed very soon and necessary returns upto March 2019 havealready been filed.

Auditor qualification no: 6 (Sr. No. 8)

There are Micro and Small Enterprises to whom the Company owes dues Rs.164.95 Lakhswhich are Outstanding For more than 45 day at the Balance Sheet date. On this InterestLiability as per MSME Act 2006 is Rs 17.94 Lakhs which has not been provided in the Booksof Accounts.

The Company has worked out the details of MSME supplier's overdue amount and interestthereon. The management will take necessary steps in this regard.

ii. Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhas appointed M/s JPS &Associates Company Secretaries (C.P. No.5161) as theSecretarial Auditor of the Company in its meeting held on May 30 2018 for the FinancialYear 2018-19. The Secretarial Audit Report is annexed in [Annexure-2 ] forming part of theBoard Report.

Explanation by the Board on qualifications made by Secretarial Auditor: SecretarialAuditor qualification no: 1 & 2

1 There were instances of late deposit of statutory dues under various statutes.

2. There were instances of late filing of various forms and returns under variousenactments.

Management reply to Secretarial Auditor's Qualification No 1 & 2:

There has been delay in depositing statutory dues with appropriate authorities duringthe period under review due to liquidity problems. In view of the late deposition ofstatutory dues there was delay in filing returns with appropriate authorities.

Secretarial Auditor qualification no: 3 & 4

Non compliance of Secretarial standards and Accounting Standards at various occasions

Management reply to Secretarial Auditor's Qualification No 3 & 4

The Company has complied with Secretarial Standards on regular basis. However on someoccasions there were instances of lapse which will be taken care of in future.

The Accounting Standards have been amended by the enactment of new Accounting StandardsInd AS with effect from FY 2017-18. The Company has complied with most of theAccountingStandards and tried to implement remaining Standards in near future.

Secretarial Auditor qualification no: 5

Non- Compliance u/s 185 of the CompaniesAct 2013

Management reply to Secretarial Auditor's Qualification No 5:

The recovery process is under progress from the parties covered under Section 185 ofthe Companies Act 2013 and the parties are in regular business with the Company and assuch management is confident to recover the amount in due course of time.

Secretarial Auditor qualification no: 6

Non-compliance of Section 134(3)(h) of the CompaniesAct 2013 regardingAOC-2.

Management reply to Secretarial Auditor's Qualification No 6:

All the Related Party Transactions entered during the year were in ordinary course ofthe Business and done on Arm's Length basis. No Material Related Party Transactions wereentered during the year by your Company. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the CompaniesAct 2013 in FormAOC-2 isnot applicable.

Secretarial Auditor qualification no: 7

Non compliance of Regulation 17 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (From February 2018 to 13thAugust 2018 and From 1st September 2018 to 5th February 2019) where the chairperson ofthe board of directors is an executive director at least half of the board of directorsshall comprise of independent directors

Management reply to Secretarial Auditor's Qualification No 7

The Board was comprised of total eight directors having optimum combination ofexecutive and non executive independent directors prior to the vacancy in the Boardoccurred in February 2018 due to disqualification of Mr. Suraj Prakash Batra underSection 164 of the Companies Act 2013 wherein he is the director of the Company that hasfailed to file Financial Statements and Annual Return for three financial years and hisname appears in the list of disqualified directors.

After the cessation of Mr. Suraj Prakash Batra the Company has appointed Mr. RajeevMaheshwari as Independent director w.e.f. August 14 2018 and then the company hascomplied with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Thereafter due to health reasons Mr. Gauri Shankar Das Independentdirector has resigned from the Board on September 1 2018. Due to his resignation theratio of independent directors to total directors fall short of 50%. The Management thenconstantly searched for suitable person for Independent director but failed to appoint newdirector who is Independent.

The composition of Board again changed with the resignation of Mr. Kuldeep Kumar Guptawho was non executive and non independent director w.e.f. February 6 2019 due to his preoccupation.After his resignation the ratio of Independent directors to total number ofdirectors aligns with the requirement of Regulation 17 of SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015.

Secretarial Auditor qualification no: 8

The Company has not applied for approval of Central Government for re-appointment ofManaging Director and Whole-time directors as per the provisions of Section 196 197 andSchedule V of the CompaniesAct 2013.

Management reply to Secretarial Auditor's Qualification No 8

The Company is under the process of applying to the Central Government forre-appointment of Managing Director and Whole-time directors as per the provisions ofSection 196 197 and Schedule V of the Companies Act 2013. Necessary facts figures anddocuments are being compiled for the above said purpose.

iii. CostAuditor –

Pursuant to the provision of Section 148 of the Companies Act 2013 M/s PRJ &Associates Cost Accountants (Firm Registration Number: 101998) was appointed as the CostAuditors of the Company to carry out an audit of Cost Accounting Records of the Companyfor the financial year 2018-19. The due date for signing the Cost Audit Report for thefinancial year 2018-19 by Cost Accountant is 180 days from the end of Company's financialyear i.e. 27th September 2019 and it is to be filed with Ministry of Corporate Affairswithin 30 days of signing by CostAccountant.

Further the Board of Directors has appointed M/s PRJ & Associates CostAccountants as Cost Auditors of the Company for the financial year 2019-20. Yourdirectors have proposed the ratification of remuneration by the members payable to PRJ& Associates Cost Accountants (Firm Registration Number: 101998).

9. EXTRACT OFANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 for thefinancial year 2018-19 as per Provisions of Section 92 (3) Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 is annexed in[Annexure-3 ] forming part of the Board Report.

10. BOARDAND COMMITTEE:

The Board of Directors met Eight (5) times 30-05-2018 14-08-2018 01-09-201814-11-2018 14-02-2019 during the Financial Year 2018-19 the details of which are givenin the Corporate Governance Report annexed in [Annexure-4] that forms part of this BoardReport. The intervening gap between the meetings were within the period prescribed underthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. During the year various Committees were reconstituted on account ofcessation and new appointment of Independent Directors.

The Board of Directors have delegated their powers in compliance with the provisions ofCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 to the following committees of the Board. i. Audit Committee ii.Nomination & Remuneration Committee. iii. Stakeholders'Relationship Committee. iv.Share Transfer Committee.

The details of the abovementioned committees are given in the Corporate GovernanceReport annexed in [Annexure-4 ] that forms part of this Board Report.

11. RESERVES & SURPLUS:

Inter-alia with the provisions of Section 134(3)(j) of the CompaniesAct 2013 theCompany has not transferred any amount out of the profits to the Reserves of the Company.The detailed bifurcation of the Reserve & Surplus account is mentioned in [Note- 4] ofthe Notes of the Financial Statement that forms part of thisAnnual Report.

12. LOAN GUARANTEE OR INVESTMENT:

The particulars of Loans Guarantees or investment made under the provision of Section186 of the Companies Act 2013 are given in the Financial Statements that forms part ofthisAnnual Report.

13. RELATED PARTY TRANSACTIONS:

TheAudit Committee reviews the policy from time to time and also reviews all theRelated Party Transactions to ensure that the same are in line with the provisions of Lawand Policy. The Committee approves the Related Party Transactions and wherever it is notpossible to estimate the value approves limit for financial year based on bestestimates. None of the transactions approved in the financial year breachedArm's lengthand ordinary course criteria and those are within materiality threshold.

All the Related Party Transactions entered during the year were in ordinary course ofthe Business and done on Arm's Length basis. No Material Related Party Transactions wereentered during the year by your Company. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the CompaniesAct 2013 in FormAOC-2 isnot applicable.

In conformity with the requirements of the Companies Act 2013 read with Regulation 23of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thepolicy to deal with Related Party Transactions was formulated which is also available onCompany's website at www.autopal.com.

14. FRAUDS REPORTED BYAUDITORS:

No frauds are reported byAuditors which falls under the purview of sub Section (12) ofSection 143 during the year under review.

15. POLICY ONAPPOINTMENT OF DIRECTORSAND REMUNERATION:

In terms of sub Section (3) of Section 178 of the CompaniesAct 2013 read withRegulation 19 of the Securities and Exchange Board of India (Listing Obligation andDisclosures Requirement) Regulations 2015 the policy pertaining to Director'sAppointment and Remuneration is enumerated by the Company and the details are given in theCorporate Governance Report annexed in [Annexure- 4] that forms part of this Board Report.

16. ANNUAL EVALUATION OF THE BOARD'S PERFORMANCE:

In terms of clause (p) of sub Section (3) of Section 134 of the Companies Act 2013 andas per the policy framed and approved by the Board of Directors of the Company in linewith the terms of Regulation 19 of the SEBI (Listing Obligation and DisclosuresRequirement) Regulations 2015 the annual evaluation of the Independent Director's Boardof Director's and its Committees are given in the Corporate Governance Report annexed in[Annexure- 4] that forms part of this Board Report.

17. CORPORATE SOCIAL RESPONSIBILITY:

In terms of clause (o) of sub Section (3) of Section 134 of the Companies Act 2013every Company is required to detail the expenditure made as Corporate SocialResponsibility but as per Section 135 of the Companies Act 2013 the provisions mentionedthereto doesn't apply on the Company.

18. CHANGE IN THE NATURE OF BUSINESS;

The Company is engaged in Production of Automotive Head Lamps Halogen Bulbs andE-vehicles during the year under review. Further there is no change in the nature of thebusiness during the year under review.

19. BUSINESS RISK MANAGEMENTANDADEQUACY OF INTERNAL FINANCIAL CONTROL:

The main identified risks at the Company are commercial risks legal & regulatoryrisk. Your Company has established a comprehensive risk management policy to ensure thatrisk to the Company's continued existence as a going concern and to its development areidentified and addressed on timely basis. Risk management strategy as approved by theBoard of Directors is implemented by the Company management. Your Company maintains anadequate and effective Internal Control System commensurate with its size and complexity.

Internal control systems provide among other things a reasonable assurance thattransactions are executed with Management authorisation and that they are recorded in allmaterial respects to permit preparation of financial statements in conformity withestablished accounting principles and that the assets of your Company are adequatelysafe-guarded against significant misuse or loss. An independent Internal Audit function isan important element of your Company's internal control system. The internal controlsystem is supplemented through an extensive internal audit programme and periodic reviewby Management andAudit Committee.

The Company has in place adequate Internal Financial Controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

20. MATERIAL CHANGESAND COMMITMENTAFFECTING COMPANY'S BUSINESS:

Except as disclosed elsewhere in this Report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

21. COMPANIES CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESANDASSOCIATE:

During the year under review the Company is having a wholly owned subsidiary in USA byname Autopal INC. USA. The AOC-1 as prescribed under Section 134 of the Companies Act2013 is annexed in [Annexure-7] forming part of this Board Report. The Company was havingone Limited Liability Partnership Firm which has ceased to continue as its associateConcern due to its entire networth eroded .and the designated partners have applied forclosure of Limited Liability Partnership Firm.

22. SIGNIFICANT OR MATERIAL OREDRS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN

STATUSAND COMPANY'S FUTURE OPERATIONS:

There is no significant or material order passed during the year by any regulatorscourts or tribunals impacting the going concern status of the Company or its futureoperations.

23. SEXUAL HARRASMENT:

The Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal)Act 2013.

24. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION:

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of CompaniesAct 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in [Annexure- 8] that formspart of this Board Report. Details of employee remuneration as required under provisionsof Section 197 of the Companies Act 2013 and Rule 5(2) & 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisReport. As per the provisions of Section 136 of theAct the Report andAccounts are beingsent to the shareholders of the Company and others entitled thereto.

25. DEPOSITS:

There was no deposit at the beginning of the financial year. Further your Company hasnot accepted any fixed deposits under Chapter V of Companies Act 2013 during thisfinancial year and as such no amount on account of principal or interest on deposits frompublic was outstanding as on 31st March 2019. Since there were no deposits outstandingor accepted during the year the provisions of Chapter V of the CompaniesAct 2013 readwith the Companies (Acceptance of Deposit) Rules 2014 are not applicable to the Company.

26. PAYMENT TO NON-EXECUTIVE/INDEPENDENT DIRECTORS:

The non-executive/independent Directors are paid remuneration by way of sitting fees inaddition to any expenses incurred for attending the meeting of the Board or the Committee.The non-executive/independent directors are paid sitting fees for each meeting of Board orCommittee of Directors attended by them. The total amount of sitting fees booked duringthe Financial Year 2018-19 was Rs. 2.54 Lacs. The Non-executive/independent Directors donot have any material pecuniary relationship or transaction with the Company.

Details of remuneration paid to the Non-Executive/independent Director:- (Rs. Lakhs)

Name of the Director Sitting Fees for the year ended March 31 2019 Reimbursement of the expenses incurred for the year ended March 31 2019 No. of shares held as on March 31 2019
Mr. Gauri Shankar Das* 0.42 0.00
Mr. Rajendra Singh 0.60 0.00
Mehta **
Mr. Kuldeep Kumar 0.48 0.00

Nil

Gupta***
Mrs. Madhu Choudhary 0.42 0.00
Mr. Rajeev Maheshwari 0.42 0.00
Total 2.34 0.00

* Resigned from the Board w.e.f. September 12018

** Retired from the Board on completion of tenure of 5 years as Independent Director.*** Resigned from the Board w.e.f. February 6 2019.

27. CORPORATE GOVERNANCE REPORT:

Your Company has put in place Corporate Governance practices. The Corporate GovernanceReport as annexed in [Annexure-4] and the Auditors' Certificate regarding compliance ofconditions of Corporate Governance is annexed in [Annexure-6] that forms part of thisBoard Report.

28. CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO:

Information required under Section 134(3) (m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 for the financial year ended 31st March 2018 in relationto the Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo are given in [Annexure-9 ] that forms part of this Board Report.

29. VIGIL MECHANISM:

The Company has implemented Whistle Blower Policy. All employees of the Company haveaccess to the Chairman of the Audit Committee in case they want to report any concern. ThePolicy on Vigil Mechanism and Whistle Blower Policy is discussed in the CorporateGovernance Report annexed in [Annexure-4 ] that forms part of this Board Report.

30. AFFIRMATION OF COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORSAND SENIORMANAGEMENT

In accordance with Listing Regulations executed with the BSE Limited and the NationalStock Exchange of India Limited I Mahi Pal Gupta in my capacity as the Chairman &Managing Director of the Company hereby confirm that all members of the Board of Directorsand Senior Management Personnel of the Company have affirmed their compliance for thefinancial year 2018-19 with the Company's Code of Conduct.

31. CEO/ CFO CERTIFICATION

In accordance with Listing Regulations executed with the BSE Limited and the NationalStock Exchange of India Limited the compliance certificate duly signed by Chief ExecutiveOfficer (CEO) and Chief Financial Officer (CFO) for the financial year 2018-19 is annexedin [Annexure-5] that forms part of this Board Report.

32. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company underany scheme. The Company has not resorted to any Buy Back of its shares during the yearunder review.

3. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

33. ANNEXURES:

The lists ofAnnexures forming part of the Board Report are as follows:

Name of the Annexure Annexure No.
Management Discussion and Analysis Report Annexure-1
Secretarial Auditor Report Annexure-2
Extract of Annual Return (MGT-9) Annexure-3
Corporate Governance Report Annexure-4
CEO / CFO Compliance Certificate Annexure-5
Compliance Certificate Regarding Compliance of Annexure-6
Conditions of Corporate Governance from Statutory
Auditors
Statement containing salient features of Subsidiary of Annexure-7
the Company (AOC-1)
Ratio of the remuneration of each director to the Annexure-8
median employee's remuneration
Conservation of Energy Technology Absorption and Annexure-9
Foreign Exchange Earnings and Outgo

34. APPRECIATION:

Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the efficient utilisation of the Company's resources for sustainable andprofitable growth.

The Directors would like to express their appreciation of the efficient and loyalservices rendered by each and every employee without whose whole-hearted efforts theoverall satisfactory performance would not have been possible. Further your Directorswould like to thank for the co-operation received from the Bankers Central and StateGovernment Clients Vendors and look forward for their continued support in future.

Your Directors look forward to the long term future with confidence.

BY ORDER OF THE BOARD
Sd/-
(MAHIPAL GUPTA)
DATE : 28th August 2019 CHAIRMAN & MANAGING DIRECTOR
PLACE: JAIPUR DIN: 00057619