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Capacite Infraprojects Ltd.

BSE: 540710 Sector: Infrastructure
NSE: CAPACITE ISIN Code: INE264T01014
BSE 00:00 | 19 Feb 176.05 -0.05
(-0.03%)
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176.60

HIGH

178.65

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175.05

NSE 00:00 | 19 Feb 176.00 -1.00
(-0.56%)
OPEN

177.00

HIGH

178.45

LOW

175.00

OPEN 176.60
PREVIOUS CLOSE 176.10
VOLUME 3294
52-Week high 295.00
52-Week low 156.00
P/E 10.59
Mkt Cap.(Rs cr) 1,195
Buy Price 175.50
Buy Qty 135.00
Sell Price 176.05
Sell Qty 60.00
OPEN 176.60
CLOSE 176.10
VOLUME 3294
52-Week high 295.00
52-Week low 156.00
P/E 10.59
Mkt Cap.(Rs cr) 1,195
Buy Price 175.50
Buy Qty 135.00
Sell Price 176.05
Sell Qty 60.00

Capacite Infraprojects Ltd. (CAPACITE) - Director Report

Company director report

TO THE MEMBERS OF CAPACIT'E INFRAPROJECTS LIMITED

Your Directors have pleasure in presenting Sixth Annual Report of the Company alongwith the Audited Financial Statements for the financial year ended March 312018.

FINANCIAL PERFORMANCE SUMMARY

Financial Summary and performance highlights of the Company for the financial yearended March 31 2018 are as follows:

Standalone Basis:

(Rs in Crore)

Particulars Year Ended March 31 2018 Year Ended March 31 2017
Revenue from Operations 1335.6 1125.1
Other Income 24.4 15.1
Total Revenue 1360.0 1140.2
Profit Before Depreciation Interest & Tax 227.7 212.1
Less: Depreciation 67.2 65.1
Less: Finance Cost / Interest 39.8 41.7
Profit before tax 120.7 105.3
Less: Provision for tax (including Deferred Tax) 42.0 36.2
Net Profit after Tax 78.7 69.1

Consolidated Basis:

(Rs in Crore)

Particulars Year Ended March 31 2018 Year Ended March 31 2017
Revenue from Operations 1341.1 1155.3
Other Income 24.1 10.5
Total Revenue 1365.2 1165.8
Profit Before Depreciation Interest & Tax 227.8 214.7
Less: Depreciation 67.2 65.4
Less: Finance Cost / Interest 39.9 42.3
Profit before tax 120.7 107.0
Add: Profit from Joint Venture 0.8 (0.7)
Less: Provision for tax (including Deferred Tax) 42.0 36.8
Net Profit after Tax 79.5 69.5

Note: Previous year's figures have been regrouped/ rearranged wherever considerednecessary.

Review of Operations of the Company:

The Company continues to be engaged in the activities pertaining to construction ofbuildings specialising in Highrise and Super high-rise buildings. There was no change innature of the business of the Company.

Standalone:

During the year ended March 31 2018 the Company has achieved a total revenue of 11360.0 Crore as compared to 11140.2 Crore in the previous year registering an increaseof 19.3%. EBITDA for FY18 grew by 7.4% to Rs 227.7 Crore as compared to Rs 212.1 CroresinFY17. EBITDA margin stood at 16.7% for FY18. The Company has earned a Net Profit afterTax of Rs 78.7 Crore as against f 69.1 Crore in the previous year ended March 31 2017with an increase of 13.9% and cash profit of Rs 160.9 Crores as against Rs 134.7 Crore inthe previous year with an increase of 19.5%.

Consolidated:

During the year ended March 31 2018 the Company has achieved a consolidated TotalRevenue of Rs 1365.2 Crore as comparedto Rs 1165.8 Crore for the previous year endedMarch 312017 registering an increase of 17.1%. The Company has earned a Net Profit afterTax of Rs 79.5 Crore as against ^ 69.5 crore in the previous year ended March 312017.

Credit Rating:

During the year under review India Ratings and Research (ind-Ra) has upgraded theCompany's rating on the Long- Term Issuer Rating to !1nd A' from Ind A-‘ whileresolving the Rating Watch Positive (RWP).

Instruments with this rating are considered to have high degree of safety regardingtimely servicing of financial obligations. Such instruments carry very low credit risk.

Initial Public Offering:

The Board of Directors are pleased to inform the Company's Initial Public Offering(IPO) of 16000000 Equity Shares of face value of Rs 10 (Rupees Ten only) byway of BookBuilding Process received an overwhelming response from the investors. The Issue opened onSeptember 13 2017 and closed on September 15 2017. The allotment of 16000.000 EquityShares of Rs 10 each for cash at a premium of Rs 240 per share aggregating to Rs 400Crores under the said IPO was made on September 212017. Subsequent to the completion ofIPO the paid up equity share capital of the Company increased from Rs 518914970 to Rs678914970 divided into 67891497 Equity Shares of face value of Rs 10 each.

The trading of Equity Shares of the Company commenced on National Stock Exchange ofIndia Limited and BSE Limited on September 25 2017. The response to the Company's IPOreflects the trust faith and confidence that the investors our esteemed clients andbusiness partners have reposed in your Company.

Utilisation of IPO Proceeds:

The proceeds realised by the Company from the Issue shall be utilised as per theObjects of the Issue. The proceeds of the issue are being utilised for Funding workingcapital requirements and purchase of capital assets and for general Corporate Purposes.

There has been no deviation in the utilisation of the IPO proceeds of the Company.

Share Capital:

During the year under review the Company converted 1007366 number of Series A CCPSof face value of Rs 20 each and 649322 number of Series B CCPS of face value of f 20each into 11596816 Equity shares of face value of f 10 each at a conversion ratio of 7equity shares for every 1 CCPS held by the CCPS Shareholders.

The Company also issued and allotted 16000000 Equity shares of face value of Rs 10each at issue price of Rs 250 each through Initial Public Offering (IPO).

The Paid up Capital of the Company as on March 31 2018 was f 678914970 divided into67891497 Equity shares having face value of Rs 10 each.

Dividend:

Your Board of Directors have recommended Dividend of Rs 1.00 per Equity Share of FaceValue of Rs 10 each (10% of face value) for the financial year ended March 312018subject to approval of Shareholders in ensuing Annual General Meeting. The total dividendoutflow if approved will be Rs 6.78 Crore and Dividend Distribution Tax thereon will beto the extent of f 1.42 Crore.

Transfer to Reserves:

The Board of Directors has not recommended transfer of any amount of profit to reservesduring the year under review. Hence the amount has been carried forward to the Statementof Profit & Loss.

Consolidated Financial Statements:

In accordance with the provisions of Section 129(3) of the Companies Act 2013 andRegulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the Consolidated Financial Statements forms part of this Annual Report and shallalso be laid before the ensuing Annual General Meeting of the Company. A statementcontaining the salient features of the financial statements of the Subsidiary Company isattached to the financial statements in Form AOC-1 as Annexure I. The ConsolidatedFinancial Statements have been prepared in accordance with the Indian Accounting Standards(IND AS) notified under Section 133 of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 and in accordance with Accounting Standard 21 issued bythe Institute of Chartered Accountants of India.

The Company will make available the said financial statements and related detailedinformation of the Subsidiary company upon the request by any member of the Company. Thesefinancial statements will also be kept open for inspection by any member at the RegisteredOffice of the Company.

Particulars of Loans Guarantees Investments and/ or Securities:

The Company is in the business of Building construction and thus the provisions ofSection 186 are not applicable to the Company except sub-section 1. Particulars oftransactions covered under Section 186 (1) are detailed in the Notes forming part of theFinancial Statements for the year ended March 312018.

Fixed Deposits:

The Company has not accepted any public deposits during the financial period underreview.

Particulars of Contracts or Arrangements with Related Parties:

All related party transactions entered into by the Company during the financial yearwere in the ordinary course of business and on arm's length basis and in compliance withthe applicable provisions of the Companies Act 2013 and the Listing Regulations. Duringthe financial year under review none of the transactions entered into with relatedparties were material as defined under the Act and Listing Regulations.

All Related Party Transactions were placed before the Audit Committee for approval.Particulars of arrangements with related parties as referred to in Section 188(1) of theCompanies Act 2013 for the Financial Year 2017-2018 are given in prescribed Form AOC - 2which is annexed as Annexure II.

The policy on Related Party Transactions as recommended by Audit Committee and asapproved by the Board is uploaded on the Company's website www.capacite.in.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES:

Subsidiary Company:

CIPL PPSL Yongnam Joint Venture Constructions Private Limited continues to beSubsidiary of the Company as on March 312018 as disclosed in the financial statements.

Capacit'e Engineering Private Limited ceased to be subsidiary of the Company as theCompany divested its entire stake to Capacit'e Ventures Private Limited on April 1 2017.

Further details pursuant to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) are mentioned in Annexure-I

Joint Venture and Associate Company:

During the year Company did not had any Associate Company. PPSL-Capacit'e JV continuesto be a Joint Venture of the Company:

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

* Appointments:

Mr. Siddharth D. Parekh and Mr. Sumeet S. Nindrajog were initially appointed asNominee/ Investor Directors pursuant to Shareholders' Agreement entered into by theCompany with the Promoters other shareholders Series A CCPS investors and Series B CCPSInvestors. Upon conversion of Series A and Series B CCPS into Equity during first quarterof FY2017-18 and upon listing of Company's equity shares on the recommendation ofNomination and Remuneration Committee ("NRC ") and in accordance with provisionsof Section 161 and 152 of the Act 2013 they were appointed as Non- Executive Directorssubject to approval of the shareholders in this Annual General Meeting.

Attention of the Members is invited to the relevant items in the Notice of the AGM andthe Explanatory Statement thereto.

• Retirement by Rotation:

Mr. Rohit R. Katyal Executive Director retires by rotation pursuant to provisions ofSection 152 (6) of the Companies Act 2013 and the Articles of Association of

the Company and being eligible has offered himself for re-appointment.

Attention of the Members is invited to the relevant items in the Notice of the AGM andthe Explanatory Statement thereto.

* Independent Directors:

The term of Appointment of Mrs. Rupa Rajul Vora; Mr. Deepak Mitra & Mr. V MKannimbele as Independent Directors expired during the year. The Board of Directorsplaces sincere gratitude towards their valuable guidance and co-operation during theirtenure as Independent Directors.

Ms. Farah Nathani Menzies; Mr. Suryakant Balkrishna Mainak and Mr. Arun VishnuKarambelkar were appointed during the Meetings of the Board of Directors held on November9 2017 March 29 2018 and May 18 2018 respectively subject to approval ofshareholders in this Annual General Meeting.

Attention of the Members is invited to the relevant items in the Notice of the AGM andthe Explanatory Statement thereto.

Key Managerial Personnel (KMPs):

During the year under review The following Executive Directors and other officials aredisclosed as KMPs of the Company:

Mr. Rahul R.Katyal : Managing Director
Mr. Rohit R.Katyal : Executive Director &
Chief Financial Officer
Mr. Subir Malhotra : Executive Director
Mr. Saroj Kumar Pati : Chief Executive Officer
Ms. Sai Kedar Katkar : Company Secretary

Declarations by Independent Directors:

The Company has received and taken on record the declarations received from theIndependent Directors of the Company in accordance with the Section 149(6) of theCompanies Act 2013 confirming their independence and Regulation 25 of the ListingRegulations.

Familiarisation Programme:

In compliance with the requirements of the Listing Regulations the Company has put inplace a familiarisation programme for the Independent Directors to familiarise them withtheir roles rights and responsibilities as Independent Directorsthe working of theCompany nature of the industry in which the Company operates business model and so on.The same is also available on the Company website at www.capacite.in

DISCLOSURE RELATED TO BOARD COMMITTEES AND POLICIES:

Board Meetings:

The Board of Directors met Twelve (12) times during the financial year under review.Tine details of the Board meetings and the attendance of Directors thereat are provided inthe Corporate Governance Report forming part of the Annual Report.

in terms of requirements of Schedule IV of the Act a separate meeting of IndependentDirectors was also held on February 09 2018 to review the performance of Non IndependentDirectors (including the Chairpersons) the entire Board and its Committees thereofquality quantity and timelines of the flow of information between the Management and theBoard.

Audit Committee:

The composition of the Audit Committee is in conformity with the provisions of theSection 177 of the Companies Act 2013 and Listing Regulations. The Audit Committeecomprises:

Sr. No. Name of Director Designation Position in the Committee
1. Mr. Suryakant Balkrishna Mainak Additional Director (Independent) Chairperson
2. Ms. Farah Nathani Menzies Additional Director (Independent) Member
3. Mr. Sumeet S. Nindrajog Non-Executive Director Member

Consequent upon the expiration of term of Mrs. Rupa Rajul Vora{DIN: 01831916) Mr.Deepak Mitra (DIN: 00158786) and Mr. V M Kannimbele (DIN: 00122258) as an IndependentDirectors on the Board of the Company the Audit Committee was reconstituted with effectfrom March 292018 by inducting Ms. Farah Nathani Menzies (06610782) as the Member and Mr.Suryakant Balkrishna Mainak (02531129) as the Chairman of the Audit Committee.

The terms of reference of the Audit Committee and the particulars of meetings held andattendance thereat are mentioned in the Corporate Governance Report forming part of theAnnual Report.

Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee is in conformity with theprovisions of the Section 178 of the Companies Act 2013 and Listing Regulations. TheNomination and Remuneration Committee comprises of:

Sr. No. Name of Director Designation Position in the Committee
1. Mr. Suryakant Balkrishna Mainak Additional Director (Independent) Chairperson
2. Ms. Farah Nathani Menzies Additional Director (Independent) Member
3. Mr. Sumeet S. Nindrajog Non-Executive Director Member

Consequent upon the expiration of the term of Mrs. Rupa Rajul Vora Mr. Deepak Mitraand Mr. V M Kannimbele as an Independent Directors on the Board of the Company theNomination and Remuneration Committee was re-constituted with effect from March 29 2018by inducting Mr Suryakant Balkrishna Mainak as the Chairman and Ms. Farah Nathani Menziesas the Member of the Nomination and Remuneration Committee.

The terms of reference of the Nomination and Remuneration Committee and the particularsof meetings held and attendance thereat are mentioned in the Corporate Governance Reportforming part of the Annual Report.

The Company has Nomination and Remuneration policy which provides the criteria fordetermining qualifications positive attributes independence of a Director and policyrelating to remuneration for Directors Key Managerial Personnel and other employees inaccordance with the provisions of Section 178 of the Companies Act 2013. The Nominationand Remuneration Policy of the Company is attached herewith as Annexure III.

Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee comprises Mr. Sumeet S. Nindrajog as Chairmanand Mr. Rohit R. Katyal & Mr. Suryakant Balkrishna Mainak as Members of the Committee.The Company Secretary acts as Secretary of the said Committee. The terms of reference ofthe Stakeholders' Relationship Committee and the particulars of meetings held andattendance thereat are mentioned in the Corporate Governance Report forming part of theAnnual Report.

Corporate Social Responsibility Committee in accordance with the provisions of Section135 of the Companies Act 2013 read with Companies (Corporate Social ResponsibilityPolicy) Rules 2014 the Board of Directors of the Company has constituted CorporateSocial Responsibility (CSR) Committee. The Committee is entrusted with the responsibilityof:

Formulating and recommending to the Board Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken monitoring the implementation of theframework of the CSR Policy and recommending the CSR amount to be spend on the CSRactivities.

The details of the Company's CSR activities are attached in Annexure IV. The CSR Policyis also placed on the website of the Company www.capacite.in

Consequent upon the appointment of Ms. Farah Nathani Menzies as an IndependentDirector the CSR Committee of the Company was re-constituted to be effective fromNovember 09 2017 and currently comprises of:

Sr. No. Name of Director Designation Position in the Committee
1. Mr. Rohit R. Katyal Executive Director & Chief Financial Officer Chairperson
2. Mr. Sumeet S. Nindrajog Non-Executive Director Member
3. Ms. Farah Nathani Menzies Additional Director (Independent) Member

The particulars of meetings held and attendance thereat are mentioned in the CorporateGovernance Report forming part of the Annual Report.

Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 312018 the Board ofDirectors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2018 and of theprofit of the Company for that year;

c. proper and sufficient care was 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 annual accounts of the Company have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Vigil Mechanism Policy for the Directors and Employees

The Company's Board of Directors pursuant to the provisions of Section 177(9) of theCompanies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014 has adopted Vigil Mechanism Policy' for Directors and employees of theCompany. The policy is to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimisation on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports and so on. The employees of the Company have the right/option toreport their concern/grievance to the Chairman of the Audit Committee. The Company iscommitted to adhere to the highest standards of ethical moral and legal conduct ofbusiness operations. The Vigil Mechanism Policy is hosted on the Company's websitewww.capacite.in

There were no such reports information received by the Audit Committee during the yearunder review.

Risk Management Policy:

A detailed review of business risks and the Company's plans to mitigate them isassessed and considered by the Company's Board of Directors. The Board has adopted theRisk Management Policy and Guidelines to mitigate foreseeable risks avoid eventssituations or circumstances which may lead to negative consequences on the Company'sbusinesses and define a structured approach to manage uncertainty and to make use ofthese in their decision making pertaining to all business divisions and corporatefunctions. Risk evaluation is an on-going and continuous process within the Company and itis regularly updated to the Board of the Company.

The Risk Management Committee comprises of:

Sr. No. Name of Director Designation Position held in Committee
i) Mr. Rohit R. Katyal Executive Director & CFO Chairman
ii) Mr. Rahul R. Katyal Managing Director Member
i'i) Mr. Subir Malhotra Executive Director Member
iii) Mr. Sumeet S. Nindrajog Non-Executive Director Member

Annuaf Evaluation of Directors Committees and Board:

Pursuant to the captioned requirements an annual evaluation had been carried out andthe Board is pleased to report that the result thereof show that the Company iswell-equipped in the management as well as the governance aspects.

In a separate meeting of Independent Directors held on February 9 2018 performance ofNon-independent Directors and performance of the Board as a whole was evaluated. TheIndependent Directors weresatisfied with the overall functioning of the Board its variouscommittees and performance of other Non-Executive and Executive Directors.

Particulars of Employees:

Disclosure with respect to remuneration of Directors and employees as required underSection 197 of the Companies Act 2013 read with Rule 5 (1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of the Board's Report(Annexure V).

Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) and 5(3) of Rules are available at the Registered Officeof the Company for inspection and shall be made available to any shareholder on request.

Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company'sbusiness its size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising policies and procedures are designedto ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

Auditors and Reports

Observations of Statutory Auditors on Accounts for the year ended March 312018:

The Auditors Report for the financial year ended March 31 2018 does not contain anyqualification adverse remark or reservation and therefore do not call for any furtherexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.

Secretarial Audit Report for the year ended March 312018:

Secretarial Audit Report pursuant to the provisions of Section 204 read with Section134(3) of the Companies Act 2013 was obtained from M/s. Parmy Kamani & CoPracticing Company Secretary in Form MR-3 for the financial year 2017-18.The said Reportis attached and forms part to this report. (Annexure VI)

The Board of Directors based on review and recommendation of Audit Committee duringtheir Meeting held on May 18 2018 appointed M/s. Shreyans Jain & Co. PractisingCompany Secretaries as Secretarial Auditors to carry out secretarial audit and submitReports for the financial year 2018-19.

Appointment of Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 S R B C & Co LLP. Chartered Accountants (FirmRegistration No.: 324982E/E300003) the Statutory Auditors of the Company holds office upto the conclusion of the ensuing Annual General Meeting.

The Board has appointed S R B C & Co LLP. Chartered Accountants (FirmRegistration No324982E/E300003) as Statutory Auditors of the Company in 41h Annual GeneralMeeting on September 302016 for five (5) years to hold office from the conclusion ofAnnual General Meeting until the conclusion of 9th Annual General Meeting of the Companysubject to ratification of their appointment in every Annual General Meeting.

The Company has received the consent of S R B C & Co LLP. Chartered Accountantsalong with certificate under Section 139 of the Act to the effect that their appointmentif made shall be in accordance with the prescribed conditions and that they are notdisqualified to act as the Statutory Auditor of the Company.

Attention of the Members is invited to the relevant items in the Notice of the AGM andthe Explanatory Statement thereto.

Internal Audit and Control:

M/s. Jayesh Sanghrajka & Co. LLP Chartered Accountants Internal Auditors of theCompany has carried out audit of financial transactions of the Company and inventorymanagement for the financial year ended March 312018. The findings of the internalAuditor are discussed on an on-going basis in the meetings of the Audit Committee andvarious steps have been taken to implement the suggestions of the said Internal Auditor.

The Board of Directors based on review and recommendation of Audit Committee duringtheir Meeting held on May 18 2018 appointed M/s. Mahajan & Aibara LLP CharteredAccountants as Internal Auditors to carry out internal audit and submit Reports for thefinancial year 2018-19.

Cost Audit:

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withNotifications/Circulars issued by the Ministry of Corporate Affairs from time to time asper the recommendation of the Audit Committee the Board of Directors at their meetingdated June 132017 appointed M/s. Y. R. Doshi & Associates Cost Accountants as theCost Auditors of the Company for the financial year ended March 312018 to carry out theaudit of cost accounts of the Company on such remuneration as may be approved by the Boardof Directors.

The Cost Audit Report will be filed within the stipulated period of 180 days from theclosure of the financial year.

Other Disclosures:

Other disclosures as per the provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

Extracts of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extracts ofthe Annual Return for the financial year ended March 31 2018 made under the provisions ofSection 92(3) of the Act is attached as Annexure VII which forms part of this 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 VIII which forms part of this Report.

Report on Corporate Governance and Management Discussion and Analysis:

The Company has complied with the Corporate Governance requirements under the CompaniesAct 2013 and as stipulated under the Listing Regulations. A separate section titled'Corporate Governance Report' under the Listing Regulations along with a certificate fromthe Statutory Auditors (Chartered Accountants) confirming the compliances and‘Management Discussion and Analysis' are annexed and form part of this Annual Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:

The Company has always been committed to provide a safe and dignified work environmentwhich is free of discrimination intimidation and abuse. The Company has adopted a Policyfor Prevention of Sexual Harassment of Women at Workplace under the provisions of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The objective of this policy is to provide protection against sexual harassment of womenat workplace and for redressal of complaints of any such harassment. The Company has alsoconstituted an Internal Complaints Committee (ICC) to redress the complaints receivedunder this policy. The Committee comprises of:

Sr. No. Name of Member Designation Position held in Committee
i) Mr. Prakash Panigrahi (up to May 16 2018) President & Head- HR Presiding Officer
ii) Mr. Rohit R. Katyal Executive Director & CFO Member
iii) Ms. Sai Kedar Katkar Company Secretary & Compliance Officer Member
iv) Mr. Vishal Phal Legal Consultant Member

During the financial year under review Company conducted one awareness program forfemale employees of the Company and no complaints pertaining to sexual harassment werereported to the ICC of the Company. The Committee did not receive any complaint during thefinancial year under review.

Material changes & commitments affecting the financial position of the Company:

There are no material changes and commitments affecting the financial position of theCompany subsequent to the close of the Financial Year 2018 till the date of this report.

Significant & Material Orders passed by Regulators or Courts or Tribunals:

There are no significant material orders passed by the Regulators or Courts orTribunal which would impact the going concern status of the Company and its futureoperation. However Members attention is drawn to the Statement on Contingent Liabilitiesand commitments in the Notes forming part of the Financial Statement.

Disclosure under Section 43(a)(ii) of the Companies Act 2013:

During the year under review the Company has not issued any shares with differentialrights and hence no information as per provisions of Section 43(a)(ii) of the Act readwith Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2015 is furnished.

Disclosure under Section 54(1 )(d) of the Companies Act 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1 )(d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2015 is 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 year under review

and hence no information as per provisions of Section 62(1)

(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2015 is furnished.

Disclosure under section 67(3) of the Companies Act 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2015.

Acknowledgements and Appreciation:

Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees support and cooperation extended by the valued business associates and thecontinuous patronage of the clients of the Company.

For and on behalf of the Board

Rahul R. Katyal Rohit R. Katyal
Managing Director Executive Director & Chief
DIN: 00253046 Financial Officer
DIN: 00252944
Date: May 18 2018
Place: Mumbai