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Bajaj Healthcare Ltd.

BSE: 539872 Sector: Health care
NSE: N.A. ISIN Code: INE411U01019
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NSE 05:30 | 01 Jan Bajaj Healthcare Ltd
OPEN 415.00
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VOLUME 11200
52-Week high 441.00
52-Week low 260.00
P/E 19.08
Mkt Cap.(Rs cr) 290
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 415.00
CLOSE 420.00
VOLUME 11200
52-Week high 441.00
52-Week low 260.00
P/E 19.08
Mkt Cap.(Rs cr) 290
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bajaj Healthcare Ltd. (BAJAJHEALTHCARE) - Director Report

Company director report

To

The Share Holders Bajaj Healthcare Limited

Your Directors have pleasure in presenting 24thBoard Report together with the AuditedStatement of accounts and the Auditors Report of your company for the financial year ended31st March 2017.

FINANCIAL PERFORMANCE OF THE COMPANY:

(Rs. In Lakhs)

Particulars Year Ended 31stMarch 2017 Year Ended 31stMarch 2016
Gross Income 23304.58 22321.81
Profit before Interest & Depreciation 3304.12 3030.56
Finance Charges 800.59 751.71
Provision for Depreciation 1134.55 928.97
Profit before Tax 1368.98 1349.89
Less: Current Tax /Deferred Tax 586.51 529.86
Net Profit after Tax 782.47 820.03
Surplus carried to Balance Sheet 782.47 820.03
Earnings Per Share 11.37 12.15

The Company's Gross Income for the year increased to Rs. 23304.58 lakhs as compared tolast year's Rs.22321.81Lakhs which includes the Domestic Turnover of Rs. 16393.48 Lakhsas compare to last year's Domestic Turnover was Rs. 15862.80 Lakhs and the ExportTurnover of Rs.6671.99 Lakhs as compared to last year's export turnover of Rs. 6421.16Lakhs.

The earning net profit after taxation of the Company during the year amounted toRs.782.47Lakhs as compared to net Profit of Rs.820.03Lakhsin the previous year. The abovechange is reflected due to increase in depreciation on account of Capitalization ofCapital Work in Progress during the year.

DIVIDEND AND RESERVES:

To conserve the resources your Directors have not recommended any dividend for theyear ended 31st March 2017.

FIXED DEPOSITS:

During the year the Company has not accepted any deposits from the public and as suchthere are no outstanding deposits in terms of the Companies (Acceptance of Deposits)Rules 2014.

CHANGE IN NATURE OF BUSINESS IF ANY:

There are no changes in Nature of Business of the Company during the year.

EXTRACT OF ANNUAL RETURN:

As per provision of Section 134 of the Companies Act 2013 the details forming part ofthe extract of the Annual Return is attached to this Report as "Annexure-I" inForm MGT-9.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013:

The Company has not transferred any amount to General Reserves for the financial year2016-2017.

MATERIAL CHANGES AND COMMITMENTS:

Initial Public Offer:

The Company has made initial Public Offer (IPO)for 1817600 Equity Shares (consistingof an Offer for Sale of 1668000 Equity Shares and a Fresh Issue of 149600 shares) forcash at price of Rs. 170 per share including a premium of Rs. 160/- per share aggregatingto Rs. 3089.92 lakhs.

Listing of Shares on SME Platform of BSE Limited:

Your directors are pleased to inform you that the Company's securities have now beenlisted on SME Platform of BSE Limited from 10th May 2016.

Change in Registered office:

During the financial year 2016-17 the company has changed its registered office witheffect from 31st August 2016 to602-606 Bhoomi Velocity Infotech Park Plot No. B-39B-39A B-39 A/1 Rd No.23 Wagle Industrail Estate Thane (West) - 400604 through PostalBallot.

Alteration in Object Clause of Memorandum of Association:

On 31st August 2016 the shareholders vide a postal ballot approved Alteration inObject Clause of Memorandum of Association for insertion of object clause of "FoodProcessing &Storage Food Park and Agro Based Products".

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

The Company has no Subsidiary Joint venture or Associate Company as per Companies Act2013.

SHARE CAPITAL:

Listing of Equity Shares on SME Platform of BSE Limited

Your directors are pleased to inform you that the Company's securities have now beenlisted on SME Platform of BSE Limited from 10th May 2016.

DIRECTORS:

Composition and size of the Board:

The Board has an optimum combination of Executive and Non-Executive IndependentDirectors. The total strength of the Board is of 8 Directors in the financial year 2016-17comprising of five Executive Directors out of which one is woman director. Further theBoard also comprises of three Non-Executive Independent Directors pursuant to the Section149 (4) of the Companies Act 2013 (hereinafter referred as "Act") and rulesmade thereunder.

Director retires by rotation:

Mr. Dhananjay Hatle Director retires by rotation in terms of provisions of the Act atthe ensuing Annual General Meeting of the Company and offers himself for re-appointment.The Board recommends his re-appointment.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors pursuant to Companies Act 2013 andthe Listing Regulations a separate meeting of the Independent Directors of the Companywas held on 09th March 2017 to review the performance of Non-independent Directors(including the Chairman) and the entire Board.

The Independent Directors also reviewed the quality content and timeliness of the flowof information between then Management and the Board and its' Committees which isnecessary to effectively and reasonably perform and discharge their duties.

Declaration by Independent Director(s):

All Independent Directors have given their respective declarations that they meet thecriteria of independence as laid down under section 149(6) of the Companies Act 2013.

Number of Meetings of the Board:

During the year7(Seven)Board Meetings and one meeting of Independent Directors wereconvened and held. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.

Dates of Board Meeting held during the year 2016-17:

02/04/2016 12/04/2016 06/05/2016 30/05/2016
20/07/2016 14/11/2016 09/03/2017

Details of Board meetings attended by Board of Directors:

Name of Directors No. of Meetings attended
1 Mr. Sajankumar Bajaj 6/7
2 Mr. Anil Jain 6/7
3 Mr. Dhananjay Halte 7/7
4 Mr. Namrata Bajaj 7/7
5 Mr. Rupesh Nikam 7/7
6 Mr. Vidyut Shah 4/7
7 Mr. Hemant Karnik 4/7
8 Mr. Ram Banarase 4/7

COMMITTEES OF THE BOARD:

During the year your directors have constituted or re-constituted wherever requiredthe following committees of the Board in accordance with the requirements of the CompaniesAct 2013. The composition terms of reference and other details of all Board levelcommittees have been elaborated in the report.

1. Audit Committee :

The Committee is comprises of twonon-executive Independent Directors and one executivedirector as its members.The Chairman of the Committee is an Independent Director.

The audit committee assists the Board in the dissemination of the financial informationand in overseeing the financial and accounting processes in the Company. The details ofwhich are available on the Company's website www.bajajhealth.com

In order to ensure that activities of the Company and its employees are conducted in afair and transparent manner the Company has adopted a Whistle Blower Policy & VigilMechanism.

Composition of Audit Committee and Number of Meetings during the year

Names of Member Designation Category of Directors
1 Mr. Vidyut Shah Chairman Independent Director
2 Mr. Hemant Karnik Member Independent Director
3 Mr. Rupesh Nikam Member Executive Director

4 meetings of the Committee were held during the year under review on 30th May 2016;20th July 2016; 14th November 2016 and 9th March 2017.

Terms of Reference:

The Terms of Reference of this committee cover the matters specified for AuditCommittees under Section 177 of the Act and are as follows:

(A) Oversee the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

(B) Recommending the appointment and removal of external auditor fixation of audit feeand also approval for payment for any other services.

(C) Reviewing with management the annual financial statements before submission to theBoard focusing primarily on:

(a) Any changes in accounting policies and practices.

(b) Major accounting entries based on exercise of judgment by management. (c)Qualifications in draft audit report if any. (d) The going concern assumption. (e)Compliance with accounting standards.

(f) Compliance with Stock Exchange and legal requirements concerning financialstatements.

(g) Any related party transactions i.e. transactions of the Company of material naturewith promoters or the management their subsidiaries or relatives etc. that may havepotential conflict with the interests of Company at large. (h) Reviewing with themanagement External and Internal auditors the adequacy of Internal Control System and theCompany has in place its own in house internal audit department to review the adequacy ofinternal audit function including the structure of internal audit department staff andseniority of official's heading the department reporting structure coverage andfrequency of internal audit. (j) Reviewing the findings of any internal investigations inthe matters where there is suspected fraud or irregularity or failure of internal controlsystems of a material nature and reporting the matter to the Board.

(k) Discussion with external auditors before the audit commences nature and scope ofaudit as well as post-audit discussion to ascertain any area of concern. (l) Reviewing theCompany's financial and risk management policies. (m)To look into the reasons forsubstantial defaults in the payment to the depositors debenture holders shareholders incase of no nonpayment of declared dividends) and creditors.

2. Nomination and Remuneration Committee

The Committee was constituted as required under Section 178 of the Actand it comprisesof three non-executive Independent Directors as its members. The Chairman of the Committeeis an Independent Director.

Terms of Reference

The Terms of Reference of this committee cover the matters as follows:

(A) To determine the remuneration package for any Executive Directors as well asremuneration payable to the non-executive Directors from the year to year. (B) To help indetermining the appropriate size diversity and composition of the Board; (C) To recommendto the Board appointment/reappointment and removal of Directors; (D) To frame criteria fordetermining qualifications positive attributes and independence of Directors; (E) Tocreate an evaluation framework for Independent Directors and the Board;

(F) Delegation of any of its powers to any Member of the Committee or the ComplianceOfficer.

Composition of Nomination and Remuneration Committee and Number of Meetings during theyear:

Names of Members Designation Category of Director
1 Mr. Ram Banarase Chairman Independent Director
2 Mr. Hemant Karnik Member Independent Director
3 Mr. Vidyut Shah Member Independent Director

No meeting of Nomination and remuneration committee was held during the year.

Familiarization Program

On appointment the concerned Director is issued a Letter of Appointment setting out indetail the terms of appointment duties responsibilities and expected time commitments.The details of program for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company and related matters are put up on thewebsite of the Company.

3. Stakeholders' Relationship Committee

The Board has formed Stakeholders' Relationship Committee pursuant to provisions ofSection 178 of the Companies Act 2013.

Terms of Reference:

The Terms of Reference of this committee cover the matters as follows: (A) RedressShareholders and Investors complaints.

(B) Review all matters connected with the share transfers.

(C) Review status of legal cases involving the investors where the Company has beenmade a party.

Composition of the Stakeholders' Relationship Committee and Number of Meetings duringthe year:

Names of Members Designation Category of Director
1 Mr.Hemant Karnik Chairman Independent Director
2 Mr. Ram Banarase Member Independent Director
3 Mr. Anil Jain Member Executive Director

No meetings of the Committee were held during the year under review.

Details in respect of Compliance Officer:

Name of Compliance officer Designation of Compliance officer
Ms. Avani Mehta Company Secretary

* Mr. Vipul Dubey has resigned from the post of Company Secretary &Complianceofficer with effect from 30th June 2017.

4. Corporate Social Responsibility Committee

Pursuant to Section 135 of Actand the rules made thereunder the Board has constitutedthe Corporate Social Responsibility (CSR) Committee with three members out of which twoare executive and one is non-executive.

Terms of Reference:

(A) To review the existing CSR Policy and to make it more comprehensive so as toindicate the activities to be undertaken by the Company as specified in Schedule VII ofthe Companies Act 2013; (B) To provide guidance on various CSR activities to beundertaken by the Company and to monitor process.

Composition of the Corporate Social Responsibility Committee and Number of Meetingsduring the year:

Names of Members Designation Category of Director
1. Mr. Sajankumar R Bajaj Chairman Executive Director
2. Mr. Ram Banarase Member Independent Director
3. Mr. Rupesh Nikam Chairman Executive Director

One meetings of the Committee were held during the year under review on 09th March2017.

RISK MANAGEMENT:

The Company implemented an integrated risk management approach though which it reviewsand assesses significant risks on a regular basis to ensure that a robust system on riskcontrols and mitigation is in place. Senior management periodically reviews this riskmanagement framework to keep update and address emerging challenges. Risk managementsystem followed by the Company is elaborately detailed in the MDA.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company's internal control framework is designed specifically to help ensureeffectiveness and efficiency of operations reliability of financial reporting andcompliance of law and regulations. The Company has put in place automated internalbusiness control and a centralized global process framework that works and governs the dayto day operation of key functions like research procurement manufacturing and supplychain integrating them with key support like marketing sales finance regulatoryaffairs of HR and to safeguard its assets and prevention of misappropriation and detectionof fraud and or unauthorized use of assets and it has been designed to ensure preparationof reliable financial statement and maintaining all the assets. The Audit Committee of theBoard deals with the significant issues relating to control raised by the StatutoryAuditors.

PERFORMANCE EVALUATION OF THE BOARD:

The formal annual evaluation has been done by the board of its own performance and thatof its committee and individual directors on the basis of evaluation criteria specified inthe Nomination and Remuneration policy of the Company.

The performance evaluation of the Chairman and non-independent Directors was alsocarried out by the Independent Directors at their separate meeting held as on 09th March2017 inter alia to:

i. Evaluate the performance of non-independent directors and the Board as a whole; ii.Evaluate performance of the Chairman and Managing Director of the Company; and iii.Evaluate the quality quantity and timelines of flow of information between the executivemanagement and the Board.

The suggestions made at the meeting of the Independent Directors were communicated tothe Non-executive Chairman and the Executive Director for taking appropriate steps. AllIndependent Directors were present at the meeting. The Directors expressed theirsatisfaction with the evaluation process.

AUDITORS

Statutory Auditors & their Report:

Paresh Rakesh & Associates Chartered Accountants who were appointed as theStatutory Auditors of the Company at the 22ndAGM held on 30th September 2015 to holdoffice until the conclusion of the 27th AGM are recommended for ratification ofappointment for the Financial Year 2017-2018. As required under the provisions of Section139 of the Companies Act 2013 the Company has obtained written confirmation from M/s.Paresh Rakesh & Associates Chartered Accountants that their appointment if madewould be in conformity with the limits specified in the said Section.

The Auditors' Report to the Shareholders for the year under review does not contain anyreservation qualification or adverse remark. The comments in the Auditors' Report to theShareholders for the year under review are self-explanatory and does not need furtherexplanation.

Cost Auditor & their Report:

As per Section 148 of the Companies Act 2013 (‘Act') read with the Companies(Cost Records and Audit) Amendment Rules 2014 the cost audit records maintained by theCompany in respect of its Drugs &Pharmaceuticals business is required to be audited bya Cost Accountant in practice. In this connection the Board of Directors of the Companyhas on the recommendation of the Audit Committee approved the appointment of N. Riteshand Associates Cost Accountants as the cost auditors of the Company for the year endingMarch 31 2018.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of theCompanies (Audit and Auditors) Rules 2014 the remuneration payable to the Cost Auditorsas recommended by the Audit Committee and approved by the Board has to be ratified by themembers of the Company. Accordingly appropriate resolution forms part of the Noticeconvening the AGM. The Board seeks your support in approving the proposed remunerationplus out-of-pocket expenses payable to the Cost Auditors for the Financial Year endingMarch 31 2018.

M/s. N. Ritesh and Associates have vast experience in the field of cost audit and haveconducted the audit of the cost records of the Company for the past several years underthe provisions of the erstwhile Companies Act 1956. The Cost Audit Report of the Companyfor the Financial Year ended March 31 2016 was filed in XBRL mode by the Cost Auditor.

The Cost Audit Report for FY 2016-17 was placed before Board Meeting and it does notcontain any reservation qualification or adverse remark.

Internal Audit:

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 on the recommendation of the Audit Committee appointedMs. Pooja Gupta as an internal auditor of the Company. The Internal Auditor submits herreports to the Audit Committee. Based on the report of Internal Audit managementundertakes corrective action in their respective areas and thereby strengthens thecontrols.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014the Company hasappointed M/s. H P Sanghvi & Co Practicing Company Secretary Mumbai as SecretarialAuditor to conduct Secretarial Audit of the Company. Report of the Secretarial Audit inForm MR-3 for the financial year ended March 31 2017 is enclosed as Annexure II to theReport. There are no qualifications reservations or adverse remarks made by theSecretarial Auditor in his report.

REGISTRAR AND TRANSFER AGENT:

The Board had appointed M/s. Sharex Dynamic (I) Private Limited as Registrar andTransfer Agent (RTA) at their meeting held on 19th January 2016.

The Company's Registrar & Share Transfer Agents M/s. Sharex Dynamic (I) PrivateLimited are fully equipped to carry out the transfers of shares and redress Investorcomplaints.

GENERAL DISCLOSURES:

Related Party Transactions:

All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company andhence enclosing of Form AOC-2 is not required. Suitable disclosure as required by theAccounting Standard (AS 18) has been made in the notes to the Financial Statements.

Particulars of Loans Guarantee and Investments:

Details of investments made by the Company have been given in the Financial Statements.

The Company has not given any guarantee or advanced any loans pursuant to theprovisions of Section 186 of Companies Act 2013.

Cash Flow Analysis:

In conformity with the Regulation 53 (b) of SEBI (LODR) Regulation 2015 the cash flowstatement for the year ended 31st March 2017 is annexed with the financial statements.

Environment and Pollution Control:

The Company is well aware of its responsibility towards a better and clean environment.Our efforts in environment management go well beyond mere compliance with statutoryrequirements. The Company has always maintained harmony with nature by adoptingeco-friendly technologies and upgrading the same from time to time incidental to itsgrowth programs.

Particulars of Employees:

Pursuant to the provisions of Section 136(1) of the Act and as advised the statementcontaining particulars of employees as required under Section 197(12) of the Act read withRule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed as Annexure-III and also will be available for inspection at theRegistered Office of the Company during the business hours on working days and Membersinterested in obtaining a copy of the same may write to the Company Secretary and the samewill be furnished on request.

Disclosure under Sexual Harassment of Women:

The Company has in place policy on Prevention Prohibition and Redressal of SexualHarassment for women at workplace in accordance with the requirements of Sexual Harassmentof women at workplace (Prevention Prohibition and Redressal Act 2013). An InternalComplaints Committee (ICC) has been setup as per the statutory requirements to redresscomplaints regarding sexual harassment.

During the year under review there were no complaints from any of the employee.

Significant and Material Orders passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

Buy Back of Securities/ Sweat Equity/ Employees Stock Option Plan

During the year under review the Company has not bought back any of its securities norissued any Sweat Equity Shares nor provided any Stock Option Scheme to the employeesduring the year under review.

Details of Investors Complaints received during F.Y. 2016-17:

Nature of Complaints No. of Complaints Received No. of Complaints Redressed Pending Complaints
1. Non-Receipt of dividends NIL NIL NIL
2. Non-receipt of shares lodged for transfer/ transmission NIL NIL NIL
3. Non- Receipt of Annual Report NIL NIL NIL

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year under review is provided as separatesection forming part of the Annual Report.

STATUTORY COMPLIANCES

The Company has complied with all the statutory requirements. A declaration regardingcompliance of the provisions of the various statutes is also made by the Managing Directorat each Board Meeting. The Company ensures compliance of the ROC SEBI Regulations andvarious statutory authorities.

CORPORATE GOVERNANCE

The provisions of Corporate Governance as specified in regulations 17 18 19 202122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46and para C D and E of Schedule-V of SEBI (LODR) Regulation 2015 are not applicable tothe Company for the financial year ending 31st March 2017.

VIGIL MECHANISM / WHISTLEBLOWER POLICY:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report to the Audit Committee Chairman genuine concernsunethical behavior and irregularities if any noticed by them in the Company which couldadversely affects ompany's operations. The same is reviewed by the Audit Committee fromtime to time. No concerns or irregularities have been reported by employees/ directorstill date.

INSIDER TRADING CODE

The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibitionof Insider Trading) Regulations 2015 ("The PIT Regulations"). The PITRegulations has come into effect from May 15 2015 and it is applicable to the Companyw.e.f. 10th May 2016. The object of the PIT Regulations is to curb the practice ofinsider trading in the securities of a listed company.

The Company has adopted an ‘Internal Code of Conduct for Regulating Monitoringand Reporting of Trades by Insiders' ("the Code") in accordance with therequirements of the PIT Regulations. This Code is displayed on the Company's website

The Code is applicable to Promoters and Promoter's Group all Directors and suchDesignated Employees who are expected to have access to unpublished price sensitiveinformation relating to the Company. The Company Secretary is the Compliance Officer formonitoring adherence to the said Regulations.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate internal financial controlframework. These are routinely tested by Statutory as well as Internal Auditors.Significant audit observations and the follow up action are reported to the AuditCommittee.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of annual accounts for the year ended on 31st March 2017 and confirm that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had 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 and ofthe profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequateand were operatingeffectively; and f. the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken projects in the area of rural development and education.These projects are in accordance with Schedule VII of the Companies Act 2013 and theCompany's CSR policy. The Report on CSR activities as required under the Companies(Corporate Social Responsibility Policy)Rules 2014 is annexed as Annexure –IVwhichforms an integral part of this Report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated. Under section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are as follows:

I. Conservation Of Energy:

Many steps towards energy conservation has taken & implemented successfully: a.Automatic power factor control (APFC) panel installed to ensure power factor more than99.5 %. b. New dedicated Cooling tower installed for Brine Plant to improve efficiency ofBrine plant. c. All MS lines of compressed air replaced by PPRC lines to stop leakages.This stops minute leakages due to corrosion & substantial power is saved. d.Exhaustive audit of energy conservation is given to world class consultant this shallgive boost for power saving. e. Water quality is improved to reduce scaling of lineshence increased cooling effect. f. Old inefficient air compressor is replaced by newlatest technology based air compressor to improve efficiency.

II. Technology Absorption Adaption and Innovation: a. Started using Decanter toisolate sludge from Effluent aeration tanks initially we were using filter press. b.Trials has been taken to improve oxygen level in primary tank of ETP by use of high speedair purging system. c. New plant (plant 9) is commissioned in which most of the materialtransfer is achieved by gravitational transfer with least utilization of manpower.

III. Research and Development

Our R&D Laboratory is approved by DSIR (Directorate of Scientific & IndustrialResearch) department of Indian Government

R&D center is now equipped with scale up facility & many modern equipment likethin layer evaporators Fume Cupboard are added to improve working of R&D section

R&D work on many new molecules is going on. Some of the products commercialized onplant scale

With the growing scale of business Company intends to increase our focus on R&Dfacilities. Our Company intends to reap the benefit of R&D not only in developingcustom and consistent manufacturing process but also to synthesise efficient andtechnologically advanced products.

Our Company believes that its focus on R&D will result in development of highquality products and processes and will form the basis for various patents which in turnwill give our Company a significant boost in brand value

IV. Foreign Exchange Earning and Outgo:

Earnings:

Foreign Exchange inflow: Rs. 613788086/-

Outgo:

Foreign Exchange outgo: Rs. 660369130/-

ACKNOWLEDGEMENTS:

Your Directors would like express their sincere appreciation of the positiveCo-operation received from the Governments and bankers. The Directors also wish to placeon record their deep sense of appreciation for the commitment displayed by all executivesofficers workers and staff of the company resulting in the successful performance duringthe year.

The board also takes this opportunity to express its deep gratitude for the continuedco operation and support received from its valued shareholders.

The Directors express their special thanks to Mr. Sajankumar Bajaj Chairman &Managing Director for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors
Sd/-
Sajankumar Bajaj
Chairman and Managing Director
DIN:00225950
Dated: 23rd August 2017.
Place: Thane