The Directors are pleased to present their 71st Annual Report on thebusiness and operations of the Company together with the Audited Accounts for thefinancial year ended March 31 2018.
GENERAL OUTLOOK OF INDUSTRY AND ECONOMY:
The previous year has seen a lot of disturbances in the business environment especiallyafter demonetization and GST rollout. As GST related operational issues get sorted overtime we expect a gradual recovery in economic activity. While the demand-supply positionstill remains unfavorable we continue to focus on volume growth without substantiallycompromising the margins. This is important to maintain our market position while we waitfor a meaningful revival of capital expenditure cycle.
We continue to focus on building our order book and customer connect whilesimultaneously working on enhancing on our internal capabilities to capitalize on the nextbusiness cycle.
| || ||(Rs in Lakhs) |
| ||Year ended 31st March 2018 ||Year ended 31st March 2017 |
|Revenue from operations ||78980.95 ||74970.35 |
|Other Income ||2116.88 ||2673.19 |
| ||81097.83 ||77643.54 |
|Profit before Interest & Financial Charges ||5449.61 ||4387.92 |
|Depreciation Exceptional items and Tax || || |
|Less: Interest and Financial Charges ||1928.27 ||1594.82 |
|Less: Depreciation ||931.44 ||987.42 |
|Profit before Exceptional items and Tax ||2589.90 ||1805.68 |
|Add: Exceptional items ||4677.92 ||0.00 |
|Profit before Tax ||7267.82 ||1805.68 |
|Less: Provision for Taxation ||1171.06 ||363.86 |
|Profit after Taxation ||6096.76 ||1441.82 |
|Add: Profit Brought Forward ||5341.71 ||3800.60 |
|Add: Other Comprehensive Income arising from remeasurement of Defined Benefit Plan (net of tax) ||68.80 ||99.29 |
|Profit Carried Forward ||11507.27 ||5341.71 |
Previous year's figures have been regrouped for comparison purposes with current year'spresentation wherever necessary.
In line with the improved financial performance as compared to previous three (3)financial years your Directors are pleased to recommended a dividend of Rs 2.50 (RupeesTwo and Paise Fifty ) (25%) (Previous year NIL) per equity share of Rs 10/- (Rupees Tenonly) each for the financial year 2017-2018. The dividend if approved by the Members atthe 71st Annual General Meeting will result in the total dividend appropriationof Rs 170.33 lakhs including dividend distribution tax of Rs 29.04 lakhs (Previous yearNIL).
The Company had to maintain its operations amidst disruptions caused by GSTimplementation and mandatory shift to IE2 (High Efficiency) electric motors from earlierIE1 (Standard Efficiency) electric motors. Private spending and investment relating tocapital goods did not show any remarkable recovery during the year.
Income from Sales and Services (Net of Excise duty) for the Company increased from Rs67747.33 lakhs in the previous year to Rs 77399.06 lakhs a rise of 14%. With continuedfocus on deeper market penetration and value engineering the profit before exceptionalitems and tax improved from Rs 1805.68 lakhs in the previous year to Rs 2589.90 lakhs.During the year an exceptional income before tax of Rs 4677.92 lakhs accrued to theCompany on surrender of a part of its leasehold factory land at Navi Mumbai to MaharashtraIndustrial Development Corporation for a public road project.
Increase in sales GST and elongated working capital cycle caused negative cash flowsfrom operations and caused an increase of Rs 333.45 lakhs in finance cost for the year.The Company managed enough lines of credit to ensure a smooth flow of operations. The freeReserves of the Company as on March 31 2018 increased by Rs 6165.56 lakhs to Rs35978.64 lakhs.
During the year Rs 9.67 lakhs was transferred to the Investor Education and ProtectionFund.
HUMAN RESOURCES AND EMPLOYEE RELATIONS:
There is an ongoing emphasis on building a progressive Human Resources culture withinthe Organisation. Structured initiatives to nurture talent and create a workingenvironment that fosters motivation team-work and result orientation continue to beaddressed. Productivity level continued to be subject to continuous monitoring.
Employee strength as on March 31 2018 was 1603 as compared to 1540 in the previousyear.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:
The Company has no Subsidiary/Joint Venture/Associate Companies during the Financialyear ending March 31 2018. Accordingly a statement under the provisions of Section129(3) of the Companies Act 2013 containing salient features of the financial statementsof the Company's subsidiary(ies) in Form AOC-1 is not enclosed.
The Company has not accepted/renewed any fixed deposits from the public or the Memberswithin the meaning of Section 73 of the Companies Act 2013 read with Chapter V of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year 2017-2018 and as such no amount of principal or interest on depositsfrom public or the Members was outstanding as of the Balance Sheet date.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANYFROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:
Except as disclosed elsewhere in this Board's Report no material changes andcommitments which could affect the Company's financial position have occurred since theclose of the financial year i.e. March 31 2018 till the date of this Board's Report.Further it is hereby confirmed that there has been no change in the nature of business ofthe Company.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate and commensurate with the size scale andcomplexity of its operation. The internal controls are tested for adequacy efficiency andeffectiveness through audits by the in-house internal audit department and theobservations corrective and preventive actions are reviewed by the management and AuditCommittee of the Board of Directors.
During the financial year under review no material or serious observation has beenreceived from the Internal Auditors of the Company for inadequacy or ineffectiveness ofsuch controls.
INDIAN ACCOUNTING STANDARDS:
Your Company has adopted Indian Accounting Standards (Ind AS') with effect fromApril 1 2017. Financial Statements for the year ended March 31 2018 have been preparedin accordance with Ind AS notified under the Companies
(Indian Accounting Standards) Rules 2015 as amended by the Companies (IndianAccounting Standards) Rules 2016 the Companies (Indian Accounting Standards) Rules 2017read with Section 133 and other applicable provisions of the Companies Act 2013. Previousperiods figures have been re-stated to confirm to Ind AS for comparative information.Note No. 2.24 to the financial statement provides further explanation on the transition toInd AS.
GOODS AND SERVICES TAX (GST)
Goods and Service Tax (GST) came into effect from July 1 2017 through theimplementation of One Hundred and First Amendment of the Constitution of India. The taxreplaced existing multiple cascading taxes levied by the Central and State Governments.
Your Company has successfully implemented and migrated to GST followed by the changesacross various departments/operations of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:
There are no significant and/or material orders passed by the Regulator(s) or Court(s)or Tribunal(s) impacting the going concern status of the Company and its businessoperations in future.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
All contracts/arrangements/transactions entered by the Company during the financialyear 2017-2018 with related parties as defined under Section 188 of the Companies Act2013 and the Rules made there under and as per the applicable provisions of Securities andExchange Board of India (Listing Obligations & Disclosure Requirements) Regulations2015 (hereinafter referred as "the Listing Regulations") were in the ordinarycourse of business and on arm's length basis. Further no material related partytransactions were entered during the Financial Year under review by your Company.Accordingly disclosure of related party transactions as required under Section 134(3)(h)of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 in Form AOC-2is not applicable to your Company. Further all such contracts/arrangements/transactionswere placed before the Audit Committee and Board for their approval. Prior omnibusapproval of the Audit Committee/ Board is obtained on an annual basis which is reviewedand updated on quarterly basis.
Your Company has formulated a policy on Related Party Transactions which is alsoavailable on the website of the Company www.bharatbijlee.com.
Your Directors draw attention of the Members to Note No. 35.2 of Financial Statementswhich sets out disclosures on related parties and transactions entered into with themduring the financial year under review.
PARTICULARS OF LOANS GUARANTEE INVESTMENTS AND SECURITIES:
Particulars of loans guarantees investments and securities provided during thefinancial year under review covered under the provisions of Section 186 of the CompaniesAct 2013 have been provided in the Financial Statements which forms part of this AnnualReport. (Please refer Note Nos. 5 8 10 and 12 to the Financial Statements).
PARTICULARS OF LOANS/ADVANCES/INVESTMENTS AS REQUIRED UNDER THE LISTING REGULATIONS:
The details of related party disclosures with respect to loans/advances/investments atthe year end and maximum outstanding amount thereof during the year as required under[Part A of Schedule V of the Listing Regulations have been provided in the notes to theFinancial Statements of the Company. (Please refer Note Nos. 5 8 10 and 12 to theFinancial Statements)].
DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 has been furnished.
DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:
The Company has not issued any sweat equity shares during the financial year underreview and hence no information as per provisions of Section 54(1)(d) of the Act read withRule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 has been furnished.
DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe financial year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014 has been furnished.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:
During the financial year under review there were no instances of non-exercising ofvoting rights in respect of shares purchased directly by employees under a scheme pursuantto Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital andDebentures) Rules 2014 and hence no information has been furnished.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Ravishanker Prasad (DIN 06641845)Non-Executive Director being longest in the office shall retire by rotation at theensuing 71st Annual General Meeting and being eligible offers himself forre-appointment.
During the period under review Mr. Shome N. Danani (DIN 00217787) was re-appointed asa Whole-time Director designated as "Executive Director" of the Company for aperiod of three (3) years w.e.f. January 28 2017 at the 70th Annual General Meeting ofMembers held on June 30 2017. His re-appointment and remuneration is in terms ofSection 196 197 198 200 and 203 read with Section II Part II of Schedule V ofthe Companies Act 2013 and other applicable provisions of the Companies Act 2013.
Except as explained hereinabove there were no changes in Directorship of the Companyas well as in Key Managerial Personnel category during the period under review. As onMarch 31 2018 your Company has Nine (9) Directors consisting of four (4) IndependentDirectors Three (3) Executive Directors and Two (2) Non-Executive Directors includingone (1) Woman Director.
None of the Directors of your Company is disqualified under the provisions of Section164(2)(a) and (b) of the Companies Act 2013.
During the period under review no Non-Executive Director of the Company had anypecuniary relationship or transactions with the Company.
Further necessary resolutions relating to Directors who are seeking re-appointment asrequired under Regulation 36 of the Listing Regulations/SS-2 is disclosed as part of theNotice dated May 10 2018 of the ensuing 71st Annual General Meeting.
As for the requirement under the provisions of Section 203 of the Companies Act2013 the Board of Directors noted that Mr. Nikhil J. Danani (DIN: 00056514) ManagingDirector Mr. Nakul P. Mehta (DIN: 00056561) Managing Director Mr. Shome N. Danani (DIN:00217787) Executive Director Mr. Durgesh N. Nagarkar Company Secretary and Mr.Sandeep M. Tilak Chief Financial Officer are the Key Managerial Personnel of the Companyas on the date of this Board's Report.
DECLARATIONS BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 149(7) of the Companies Act 2013 and Regulation16 (1) (b) of the Listing Regulations the Company has received individual declarationsfrom all the Independent Directors whose names are appended herein below confirming thatthey fulfill the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 and the rules made there under to hold the office of IndependentDirector of the Company for the financial year ended March 31 2018.
1. Mr. Prakash V. Mehta;
2. Mr. Sanjiv N. Shah;
3. Mr. Jairaj C. Thacker; &
4. Mr. Rajeshwar R. Bajaaj
There has been no change in the circumstances which may affect their status asIndependent director during the financial year under review.
NUMBER OF MEETINGS OF THE BOARD:
A notice of the Board Meeting is circulated well in advance with the Agenda includingdetailed explanation to be discussed to enable the Board to take an informed decision.The Board met five (5) times during the financial year ended March 31 2018 viz. on May19 2017 June 30 2017 August 24 2017 November 24 2017 and January 24 2018 inaccordance with the provisions of the Companies Act 2013 and rules made there under andListing Regulations. Detailed information on the Board Meetings with regard to their datesand attendance of each of the Directors thereat have been included in the CorporateGovernance Report which forms part of this Board's Report.
Additionally during the financial year ended March 31 2018 a separate meeting of theIndependent Directors was convened on January 24 2018 in compliance withthe requirements of Schedule IV of the Companies Act 2013 and Regulation 25(3) and 25(4)of the Listing Regulations. However since half the number of Directors were notpresent it was adjourned and held on March 31 2018.
Post the Independent Directors Meeting the collective feedback of each of theIndependent Director was scaled and measured on defined ratings thereby covering theperformance of Board as a whole performance of the non-independent directors andperformance of the Chairman.
An Audit Committee as constituted by the Board of Directors of the Company inaccordance with the provisions of
Section 177 of the Companies Act 2013 comprises Independent Directors namely:
1. Mr. Sanjiv N. Shah (Chairman) (Din: 00007211);
2. Mr. Prakash V. Mehta (Member) (DIN: 00001366); and
3. Mr. Jairaj C. Thacker (Member) (DIN: 00108552). All the recommendations made by theAudit Committee during the financial year under review were accepted by the Board. Theterms of reference of Audit Committee and other details are included in the CorporateGovernance Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC') as constituted by the Board ofDirectors of the Company in accordance with the provisions of Section 178(3) of theCompanies Act 2013 comprises:
1. Mr. Sanjiv N. Shah (Chairman) (Din: 00007211);
2. Mr. Prakash V. Mehta (Member) (DIN: 00001366); and
3. Mr. Jairaj C. Thacker (Member) (DIN: 00108552) Further the NRC has formulatednecessary policy on appointment and remuneration including criteria for determiningqualifications positive attributes independence of a Director. The details of"Nominations and Remuneration Policy" are explained in the Report on CorporateGovernance along with the other details which forms part of this Board's Report and arealso available on the website of the Company www.bharatbijlee.com.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee (SRC') as constituted by the Board ofDirectors of the Company in accordance with the provisions of Section 178 of theCompanies Act 2013 comprises:
1. Mr. Prakash V. Mehta (Chairman) (Din: 00001366);
2. Mr. Sanjiv N Shah (Member) (DIN: 00007211);
3. Mr. Nikhil J. Danani (Member) (DIN: 00056514); and
4. Mr. Nakul P. Mehta (Member) (DIN: 00056561) The detailed terms of reference andother information about the Committee has been provided in the Corporate GovernanceReport.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility (CSR) Committee comprises of
1. Mr. Nakul P. Mehta (Chairman) (DIN: 00056514);
2. Mr. Shome N. Danani (Member) (DIN: 00217787); and
3. Mr. Jairaj C. Thacker (Member) (DIN: 00108552).
The CSR Policy of your Company as approved by the Board of Directors' is hosted on theCompany's website www.bharatbijlee.com. The frequency of CSR Committee meetings isdecided by the Chairman and Members of the committee with a minimum frequency of once ayear. Over the last financial year under review the CSR Committee has met once i.e. onJanuary 24 2018 wherein all the three (3) Members were present.
The Annual Report on CSR activities as required under Section 134 of the Companies Act2013 read with the Companies (Corporate Social Responsibility) Rules 2014 including abrief outline of the Company's CSR Policy total amount to be spent under CSR Policy forthe financial year 2017-2018 amount unspent and the reason for the unspent amount is setout at Annexure I forming part of this Board's Report.
EVALUATION OF DIRECTORS COMMITTEE AND BOARD:
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard of Directors has carried out evaluation of its own performance its Committees andindividual Directors. The evaluation process has been explained in the Report on CorporateGovernance which forms part of this Board's Report. Also the Independent Directors attheir meeting held on March 31 2018 reviewed the performance of the Board its Chairmanand Non-Executive Directors of the Company.
RISK MANAGEMENT POLICY:
Risk Management is an enterprise wide function that aims at assessing threats tobusiness sustainability and mitigating those threats. The Board of Directors along withthe senior management of the Company having deep industry experience has developed andapproved Risk Management Policy framework and Guidelines wherein all material risks facedby the Company are identified and assessed. Moreover in the said Risk Management Policythe Board has defined a structured approach to manage uncertainty cultivating the same intheir decision making pertaining to all business divisions and corporate functions. Foreach of the risks identified corresponding controls are assessed and policies andprocedures are put in place for monitoring mitigating and reporting on periodic basis.
VIGIL MECHANISM POLICY:
Pursuant to the provisions of Section 178(9) of the Companies Act 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014 a "Vigil MechanismPolicy" for Directors and employees of the Company is in place to report theirgenuine concern of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports unethical behavior actual orsuspected fraud or violation of the Company's code of conduct etc. During the financialyear under review no employee has been denied access to the Chairman of the AuditCommittee. Also Whistle blower complaints if any and their redressal are discussed atthe meeting of Audit Committee of the Board. During the financial year under review nosuch complaints were received.
The details of "Vigil Mechanism Policy" are available on the website of theCompany (http://www.bharatbijlee.com.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has zero tolerance policy in case of sexual harassment at workplace and iscommitted to provide a healthy environment to each and every employee of the Company. TheCompany has in place Policy for Prevention and Redressal of Sexual Harassment'in line with the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (hereinafter referred as "the said Act")and Rules made there under. As per the provisions of Section 4 of the said Act the Boardof Directors has constituted the Internal Complaints Committee (ICC') at theRegistered Office Works and at all the Regional Offices of the Company to deal with thecomplaints received by the Company pertaining to gender discrimination and sexualharassment at workplace. The ICC has been constituted covering the offices at Mumbai/NaviMumbai consisting of the following Members:
|Sr. No. ||Name of Officer ||Designation ||Position in Committee |
|1. ||Ms. Aarti Madhankar ||General Manager Human Resources ||Presiding Officer |
|2. ||Mr. Durgesh N. Nagarkar ||Company Secretary & Senior General Manager ||Member |
|3. ||Mr. Nitin R. Rathod ||General Manager Employee Relations ||Member |
|4. ||Ms. Anjali Ranade ||Senior Manager Design ||Member |
|5. ||Ms. Renu Rao ||General Manager Business Solutions (Information Technology) ||Member |
Also each branch of the Company has its own ICC consisting of officers from Serialno. 1 3 and 4 as mentioned herein above along with two more members employed at thebranches one of them consisting of a woman employed in those respective branches.
During the financial year under review your Company appointed a reputed agency todesign the awareness programme in line with the said Act. With the help of this agency HRDivision conduced various sessions in batches for sensitizing our employees with theprovision of the said Act. Further as per the provisions of Section 21 & 22 of thesaid Act the Report on the details of the number of cases filed under Sexual Harassmentand their disposal for the financial year under review is as under:
|Sr. No. ||No. of cases pending as on the beginning of the financial year under review ||No. of complaints filed during the financial year under review ||No. of cases pending as on the end on the financial year under review |
|1. ||Nil ||Nil ||Nil |
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 theBoard of Directors hereby confirms that: a. in the preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures; b. such accounting policies have been selected and appliedconsistently and the Directors have made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2018 and of the Profit and Loss of the Company for the year ended on that date;c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; d. the annualaccounts of the Company have been prepared on a going concern basis; e. internal financialcontrols have been laid down to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; f. proper systems havebeen devised to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
TRANSFER OF UNCLAIMED EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)DEMAT ACCOUNT:
Pursuant to the provisions of Section 124 of the Companies Act 2013 and InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules
2016 (IEPF Rules') (including any statutory modification(s)/re-enactment(s)/amendment(s) thereof for the time being in force) the dividend whichremains unclaimed/unpaid for a period of seven (7) years from the date of transfer to theunpaid dividend account of the Company is required to be transferred to the InvestorEducation and Protection Fund Authority (IEPF') established by the CentralGovernment. Also according to the IEPF Rules the shares in respect of which dividend hasnot been paid/claimed by the Shareholders for seven (7) consecutive years or more shallalso be transferred to demat account created by the IEPF Authority.
Further in compliance with the provisions laid down in IEPF Rules the Company hadsent notices and also advertised in the newspapers seeking action from Shareholders whohave not claimed their dividends for seven (7) consecutive years or more. Accordingly forthe financial year ended March 31 2010 the Company has transferred all correspondingequity shares on which dividend remained unclaimed for a period of seven (7) years to theDemat Account of the IEPF the due date of which was November 30 2017 (as per theNotification issued by Ministry of Corporate Affairs dated October 16 2017). It mayplease be noted that no claim shall lie against the Company in respect of share(s)transferred to IEPF pursuant to the said Rules.
However the Shareholders are entitled to claim their shares including all thecorporate benefits accruing on such shares if any from the IEPF Authority by submittingan online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 dulysigned by all the joint shareholders if any as per the specimen signature recorded withthe Company along with requisite documents enumerated in the Form IEPF-5 to the Company'sRTA. The Rules and Form IEPF-5 as prescribed for claiming back the shares are availableon the website of the IEPF i.e. on www.iepf.gov.in. Members who have not claimed thedividends declared for the financial year March 31 2011 were notified to lodge theirclaim on or before May 30 2018 with the Company's Registrar and Transfer Agents at theaddress mentioned in the Annual Report. The Company has already sent reminders to all suchMembers at their registered address in this regards.
Further all the shareholders who have not claimed their dividends in the last seven(7) consecutive years from 2011 were notified to claim the same by May 30 2018. In casevalid claim is not received by that date the Company will proceed to transfer therespective shares to the IEPF Account in terms of the IEPF Rules. In this regard theCompany has individually informed the shareholders concerned and also published notice inthe newspapers as per the IEPF Rules. It may please be noted that no claim shall lieagainst the Company once such share(s)/ dividend transferred to IEPF demat accountpursuant to the said Rules.
The Statement containing details of Name Address Folio No. Demat Account No. and No.of shares due for transfer to IEPF demat Account is made available onwww.bharatbijlee.com. The Shareholders are therefore encouraged to verify their recordsand claim their dividends if not claimed.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
Information as required under the provisions of Section 197(12) of the Companies Act2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 (including any statutory modification(s)/amendment(s)/re-enactment thereoffor the time being in force) is set out in Annexure II hereto which forms part ofthis Board's Report.
As stipulated under the provisions of Regulation 34(3) read with Schedule V (C) of theListing Regulations a separate Report on Corporate Governance enclosed as Annexure Vforms integral part of this Board's Report. Your Company is committed to transparency inall its dealings and places high emphasis on business ethics. The requisite ComplianceCertificate as required under Part E of Schedule V of the Listing Regulations issued byMessrs N. L. Bhatia and Associates Practicing Company Secretaries Mumbai SecretarialAuditors of the Company pertaining to the compliance of conditions of CorporateGovernance is annexed.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA) REPORT:
Pursuant to Regulation 34(3) read with Schedule V (B) of the Listing Regulations aseparate report on Management Discussion and Analysis (MDA') forms part of thisAnnual Report.
STATUTORY AUDITOR AND THEIR REPORT:
In compliance with the provisions of Section 139 and other applicable provisions of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s)/re-enactment(s)/ amendment(s) thereof for the time being inforce) Messrs Deloitte Haskins & Sells LLP Chartered Accountants (FirmRegistration No. 117366W/W-100018) were appointed as Statutory Auditors at the 70thAnnual General Meeting of the Company held on June 30 2017 to hold office for a term offive (5) consecutive years from the conclusion of the 70th Annual GeneralMeeting until the conclusion of the
75th Annual General Meeting subject to the ratification at the AnnualGeneral Meeting in each of the subsequent years during the aforementioned term of theirappointment. However with the Notification dated May 7 2018 issued by the Ministry ofCorporate Affairs (MCA') the first proviso to section 139(1) of the Companies Act2013 pertaining to the requirement of annual ratification of appointment of Auditors byMembers is omitted. Accordingly as per the Companies (Amendment) Act 2017 ratificationof the appointment of Statutory Auditors during their period of appointment will not beconsidered.
OBSERVATIONS OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH31 2018:
The Auditor's report given by Messrs Deloitte Haskins & Sells LLP StatutoryAuditors on the Financial Statements of the Company for the year ended March 31 2018forms part of the Annual Report. There has been no qualification reservation oradverse remark or any Disclaimer in their Report.
REPORTING OF FRAUDS:
There have been no frauds reported by the Auditors under sub section (12) of Section143 of the Companies Act 2013 (including amendments) during the financial year underreview to the Audit Committee or the Board of Directors and hence as such there isnothing to report by the Board under Section 134 (3)(ca) of the Companies Act 2013.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:
Pursuant to Clause 9 of the Revised Secretarial Standard-1 (SS-1) your Company hascomplied with applicable Secretarial Standards issued by the Institute of CompanySecretaries of India during the Financial Year under review.
SECRETARIAL AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hadappointed Messrs N. L. Bhatia & Associates Practicing Company Secretaries Mumbai(Firm Registration No.: P1996MH055800) as its Secretarial Auditor to conduct thesecretarial audit of the Company for the financial year 2017-2018. The Report onSecretarial Audit for the financial year 2017-2018 in Form MR-3 as Annexure VIforms integral part of this Board's Report. There has been no qualification reservationor adverse remark or any Disclaimer in their Report.
In terms of Section 204 of the Companies Act 2013 on the recommendation of the AuditCommittee the Board of Directors appointed Messrs N. L. Bhatia & AssociatesPracticing Company Secretaries Mumbai (Firm Registration No.: P1996MH055800) as theSecretarial Auditors of the Company for the financial year 2018-2019. The Company hasreceived their consent for the said appointment.
COST AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014 (including any amendment(s)modification(s) variation or re-enactment thereof for the time being in force) and asper the recommendation of the Audit Committee the Board of Directors at their meetingdated May 10 2018 have appointed Messrs P. M. Nanabhoy & Co. Cost Accountants (FirmRegistration No.: 000012) as the Cost Auditors of the Company for the financial year2018-2019 to audit the cost records of Electric Motors Power Transformers Drives andMagnet Technology Machines. A resolution for ratification of the payment to be made forsuch appointment is included in the Notice of the ensuing 71st Annual GeneralMeeting. A Certificate from Messrs P. M. Nanabhoy & Co. has been received to theeffect that their appointment as Cost Auditors of the Company if made would be inaccordance with the limits specified under Section 141 of the Companies Act 2013 and theRules framed there under.
For the financial year ending March 31 2017 the due date of filing the Cost AuditReport submitted by Messrs. P. M. Nanabhoy & Co. Cost Accountants Mumbai wasSeptember 23 2017 and the same was filed with the MCA on September 22 2017.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 the Extractof the Annual Return for the financial year ended March 31 2018 made under theprovisions of Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 is attached as Annexure III whichforms part of this Board's Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure IV which forms part of this Board's Report.
Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its appreciation to all employees in the Company for their sustained efforts andimmense contributions to the good levels of performance and growth that your Company hasachieved during the financial year under review. Your Directors also place on record theirsincere thanks and appreciation for the continuing support and assistance received fromthe financial institutions banks Government as well as non-government authoritiescustomers vendors stock exchange and members during the financial year under review.
For and on behalf of the Board of Directors
Prakash V. Mehta
Date: May 10 2018