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CMI FPE Ltd.

BSE: 500147 Sector: Engineering
NSE: FLATPROD ISIN Code: INE515A01019
BSE 00:00 | 24 Apr 1285.05 -19.10
(-1.46%)
OPEN

1280.50

HIGH

1300.05

LOW

1280.10

NSE 05:30 | 01 Jan CMI FPE Ltd
OPEN 1280.50
PREVIOUS CLOSE 1304.15
VOLUME 395
52-Week high 1439.75
52-Week low 627.10
P/E 22.18
Mkt Cap.(Rs cr) 635
Buy Price 1280.10
Buy Qty 6.00
Sell Price 1298.90
Sell Qty 2.00
OPEN 1280.50
CLOSE 1304.15
VOLUME 395
52-Week high 1439.75
52-Week low 627.10
P/E 22.18
Mkt Cap.(Rs cr) 635
Buy Price 1280.10
Buy Qty 6.00
Sell Price 1298.90
Sell Qty 2.00

CMI FPE Ltd. (FLATPROD) - Director Report

Company director report

Dear MembeRs

Your DirectoRs are pleased to present the Thirty Second Annual Reporton the business and operations of the Company together with the audited financialstatements for the year ended March 31 2018.

1. FINANCIAL PERFORMANCE

(Rs in lakhs)

ParticulaRs

Financial Year 2017-2018

Financial Year 2016-2017

Total Income

32450.76

17190.32

Profit before depreciation and amortisation expense finance costs and

2008.52

1408.00

tax expense
Less:
Depreciation and amortisation expense

592.32

518.55

Finance costs

90.99

103.12

Profit / (Loss) before Tax

1325.21

786.33

Less : Tax expense:
Current tax

201.63

117.03

Deferred tax

451.58

90.25

Profit / (Loss) for the year

672.00

579.05

Other comprehensive income for the year net of tax

(90.18)

(30.59)

Total comprehensive income for the year

581.82

548.46

As mandated by the Ministry of Corporate AffaiRs the Company hasadopted the Ind AS for the financial year commencing from April 1 2017. The estimates andjudgments relating to the financial statements are made on prudent basis so as to reflectin a true and fair manner the form and substance of transactions and reasonably presentthe Company's state of affaiRs profits and cash flows for the year ended March 312018.

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

Operations

The year under review was the year of positive turnaround for theCompany. Your Company has shown a substantial growth in the total revenue by 88.77% to Rs32450.76 lakhs in the year under review as compared to Rs 17190.32 lakhs in the previousyear. The strategic change in the operations and execution of the projects has resulted inthe increase of net profit after tax by 16.05% to Rs 672 lakhs in the year under review ascompared to Rs 579.05 lakhs in the previous year.

MembeRs are aware that the business environment in India is volatiledue to loan-stressed steel making Companies and many major Companies are reeling under theInsolvency and Bankruptcy Code with potential major takeoveRs. This has impacted thefresh long term investment in the steel industry in India. However your Company gained inthe international market with the joint efforts of the parent Company CMI SA and hasbagged some major ordeRs globally - resulting in the highest order book in the history ofyour Company.

Industrial Infrastructure Development

India was the world's third largest steel producer in 2017. Thegrowth in the Indian steel sector has been driven by domestic availability of rawmaterials such as iron ore and cost-effective labour. Consequently the steel sector hasbeen a major contributor to India's manufacturing output. The Indian steel industryis very modern with state-of-the-art steel mills. It has always strived for continuousmodernisation and upgradation of older plants and higher energy efficiency levels. Indiais expected to become the second largest steel producer in the world by end of 2018 basedon increased capacity addition in anticipation of upcoming demand. The new steel policywhich has been approved by the Union Cabinet in May 2017 is expected to boostIndia's steel production.

MembeRs are aware that your plant at Taloja is now equipped withimproved infrastructure and enhanced capacity to produce high quality equipment atcompetitive cost. A full-fledged fabrication capability including the facility toassemble the components like furnaces has been developed at Hedavali.

Material Changes and Commitments affecting the financial position ofthe Company

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of this report.

3. DIVIDEND

Your DirectoRs are pleased to recommend a final dividend of Rs 2 perequity share of face value of

Rs 10 each i.e. 20% for the financial year 2017-18. Your DirectoRs arealso pleased to recommend a one-time ‘Special Dividend' of Rs 2 per equity shareof face value of Rs 10 each i.e. 20% to mark the completion of ten yeaRs of acquisition ofthe Company by Cockerill Maintenance and Ingenerie SA. Total dividend for the year will beRs 4 per equity share of face value of Rs 10 each. The dividend (final and special) asrecommended if approved by the MembeRs of the Company at the Annual General Meeting willbe payable after July 27 2018. The dividend will be paid in compliance with applicablerules and regulations.

The Company does not propose to transfer any amount to the GeneralReserve out of the amount available for appropriation.

Transfer of amounts to Investor Education and Protection Fund

During the year under review puRsuant to the provisions of Section 124of the Companies Act 2013 and the Companies (Declaration and Payment of Dividend) Rules2014 as amended from time to time the Company has transferred unclaimed dividend amountof Rs 239910/- being the outstanding amount of the final dividend for the year endedMarch 31 2010 to the Investor Education and Protection Fund. No claim hereafter liesagainst the Company in respect of this dividend.

4. SHARE CAPITAL

The paid-up equity share capital of the Company as at March 31 2018was Rs 493.78 lakhs. During the year under review the Company has not issued any shareswith or without differential voting rights. It has neither issued employee stock optionsnor sweat equity shares. As at March 31 2018 none of the DirectoRs of the Company holdsshares in the Company.

5. DEPOSITS

Your Company has not accepted any public deposits during the financialyear under review.

6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THECOMPANY

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Board has constituted a Corporate Social Responsibility ("CSR")Committee headed by Ms. Roma Balwani. Mr. Yves Honhon and Mr. Raman Madhok ManagingDirector are the other membeRs of the Committee. The Company has adopted a CSR policy incompliance with the provisions of the Companies Act 2013 and Rules made thereunder. TheCSR policy during the year under review was amended to include the area of Health in theactivities identified by the Company. The CSR policy of the Company is available on theCompany's website - www.cmifpe.com. PuRsuant to the provisions of Section 135 of theCompanies Act 2013 and the Rules framed thereunder the average net profits computed asper Section 198 of the Companies Act 2013 for the three immediately preceding financialyeaRs was negative hence the Company was not required to spend any amount towards CSRactivities for the year ended March 31 2018. However the Company had spent Rs 21.07lakhs on CSR activities during the year under review. During the year under review theCompany had approved to undertake various CSR Projects in the area of Education Healthand Environment to achieve its social objective. The Company has partnered with agenciesof repute and has committed to incur expenditure for CSR initiatives in the coming yeaRsthrough structured programs and projects. These projects and programs are on-going andhave a qualitative long term impact on the beneficiaries.

Your Company encourages its employees to participate in the CSRactivities to drive a positive change in the society. During the year the employees ofthe Company constituted a CSR

Working Committee and participated in various educational health andenvironment related programs in local communities around its office and workshops. The CSRWorking Committee meets at regular intervals and discusses the social needs of thecommunities and solutions required to address the same. The Company is taking some time todefine and articulate internally generated CSR Projects still better. Until such time theCompany is seeking help from external agencies and incorporating key suggestions of theCSR Working Committee the Company is satisfied with the progress made in the CSR effortsso far and is confident that the CSR Working Committee will deliver an accelerated levelof progress in times to come.

A brief outline of the CSR policy and the initiatives taken by theCompany during the year ended March 31 2018 are furnished in Annexure A to this Report.

8. HUMAN RESOURCES

PeRsonnel

Human Resource Capital and the value it creates form a big part of theCompany's growth story. The industry today is changing rapidly with many disruptivebusiness models necessitating a need for human capital to adapt in an agile manner. YourCompany takes pride in its continued focus on employee retention. Your Company believesthat its workforce lives its brand.

The industrial relations continued to be cordial at all levelsthroughout the year. Your DirectoRs wish to thank all the Employees and Workmen of theCompany for their contribution support and continued co-operation throughout the year.

Health and Safety

The details on Health and Safety are provided in the ManagementDiscussion and Analysis which forms part of this Report.

Disclosure as required under Section 22 of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013

Your Company as an organization is committed to provide a healthyenvironment to all the employees and thus does not tolerate any discrimination and / orharassment in any form. Your Company has in place a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andRules thereunder. All women – permanent temporary or contractual are covered underthe policy. The Policy has been widely communicated internally and is uploaded on theCompany's intranet portal.

Frequent communication of this Policy is done through various programsand at regular intervals to the employees.

Your Company has set up an Internal Complaints Committee at theregistered office and at every location where it operates in India in accordance with thesaid Act. Workshops and awareness programs are organized for sensitizing the employeeswith the provisions of the said Act. During the year under review the Internal ComplaintsCommittee has not received any complaint of sexual harassment.

9. BUSINESS RISK MANAGEMENT

Your Company has a well-defined Risk Management framework in placewhich functions at various levels. The Company has a robust organizational structure formanaging and reporting on risks which is aligned with the COSO Enterprise Risk Management– Integrating with Strategy and Performance framework (released in September 2017).In terms of the requirement of the Companies Act 2013 the Company has developed andimplemented the Risk Management Framework; the Risk Management Committee and the AuditCommittee of the Board review the same periodically. Your Company has also establishedprocedures to periodically place before the Audit Committee the risk assessment andminimization procedures being followed by the Company and steps taken by it to mitigatethe risks.

The details and the process of Risk Management as implemented by theCompany are provided in the Management Discussion and Analysis which forms part of thisReport.

10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place withreference to the Financial Statements. The management of the Company is responsible forensuring that Internal Financial Controls (IFC) has been instituted in the Company andthat such controls are adequate and operating effectively.

The Company's internal controls system is founded on values ofintegrity and operational excellence. It supports the vision of the Company. Thefoundation of the internal controls system lies in the corporate strategies riskmanagement framework and policies and procedures. The Company has a robust internalcontrol framework commensurate with the size scale and complexity of its operations. Theframework has been designed to provide reasonable assurance related to financial andoperational information compliance with applicable laws and for safeguarding the assetsof the Company.

The Internal Audit function for the year 2017-18 was entrusted toPricewaterhouseCoopeRs Private Limited. To maintain objectivity and independence theInternal AuditoRs reports to the Audit Committee.

During the year under review the Risk Management Committee of theCompany had reviewed the controls framework with detailed analysis of 10 key processes; noreportable material weakness in the "design of control" or "operatingeffectiveness" was observed. The Internal Audit team monitoRs and evaluates theefficacy and adequacy of internal control systems in the Company on the basis of StandardOperating Procedures instruction manuals accounting policy and procedures at alllocations of the Company. The results of the "controls testing" were discussedwith the Statutory AuditoRs. The Statutory AuditoRs have submitted their report on theInternal Financial Controls over Financial Reporting which is annexed to the IndependentAuditoRs' Report of the Company. This formalized system of internal control and riskmanagement framework facilitates effective compliance with the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("the Listing Regulations")Companies Act 2013 and relevant statutes applicable to the Company.

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the Companies Act 2013 the Rulesprescribed thereunder and the Listing Regulations is implemented through theCompany's Whistle Blower Policy to enable the DirectoRs employees and allstakeholdeRs of the Company to report genuine concerns to provide for adequate safeguardsagainst victimization of peRsons who use such mechanism and make provision for directaccess to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company– www.cmifpe.com. It is affirmed that no peRsonnel of the Company has been deniedaccess to the Audit Committee.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of DirectoRs

As informed in the last year's Annual Report Mr. JeanJouet resigned as the Chairman and Director of the Company; in his place Mr. Joao FelixDa Silva has been appointed as the Chairman and Director of the Company with effect fromMay 30 2017.

Apart from the above there was no other change in the composition ofthe Board of DirectoRs.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act2013 and the Company's Articles of Association Mr. Fabrice Orban retires by rotationat the ensuing Annual General Meeting and being eligible offeRs himself forreappointment. The Board recommends his reappointment for the consideration of the MembeRsof the Company at the ensuing Annual General Meeting. Brief profile of Mr. Fabrice Orbanhas been given in the Notice convening the Annual General Meeting.

Independent DirectoRs

The Company has received declarations from all the IndependentDirectoRs of the Company confirming that they meet the criteria of independence asprescribed both under the Companies Act 2013 and the Listing Regulations.

Performance Evaluation of the Board

PuRsuant to the provisions of the Companies Act 2013 read with theRules issued thereunder and Regulation 17 of the Listing Regulations the Board hadcarried out the annual performance evaluation of its own performance an evaluation of theworking of various Committees as well as an evaluation of the directoRs individually.

The criteria for performance evaluation of the Board as a wholeindividual Director Committees of the Board and of the Chairman was in line with theGuidance Note on Board Evaluation issued by SEBI on January 5 2017.

The evaluation exercise was carried out internally. Feedback was soughtby way of a structured questionnaire covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance forevaluation of the performance of Board Committees of Board and individual DirectoRs. TheBoard membeRs were able to give qualitative feedback apart from the standardquestionnaire. The reports of feedback received from all DirectoRs on performanceevaluation of individual DirectoRs were shared with respective DirectoRs and Chairman ofthe Nomination and Remuneration Committee. The Committee evaluated the performance of allindividual directoRs based on the feedback so received. The report of the feedbackreceived from all the DirectoRs on performance evaluation of Board and Committees of Boardwere shared with the Chairman of the Company. The Board on the basis of feedback soreceived evaluated performance of its own and Committees of Board. The PerformanceEvaluation of the Chairman of the Company was carried out by the Independent DirectoRs ofthe Company taking into account the views of all the DirectoRs including the Executiveand Non-Executive DirectoRs.

After the conclusion of the exercise and after reviewing the findingsthe Chairman of the Board met each Director individually to get individual feedback of thefunctioning of the Board and its constituents inter alia on the criteria such asattendance level of participation at the meetings of the Board and Committeesindependence of judgment exercised by the Independent DirectoRs interpeRsonalrelationship etc.

Significant collective insights learning and action points withrespect to the evaluation were presented to the Board. The Board of DirectoRs expressedtheir satisfaction with the evaluation process and also with the findings.

Key Managerial PeRsonnel

As at March 31 2018 the following officeRs were designated as the KeyManagerial PeRsonnel (KMP) of the Company in accordance with Section 2(51) and Section 203of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial PeRsonnel) Rules 2014 :

i) Mr. Raman Madhok Managing Director
ii) Mr. Akash Ohri Chief Financial Officer
iii) Mr. Haresh Vala Company Secretary

There has been no change in the KMPs during the year under review.

Remuneration Policy

The Company has adopted a Remuneration Policy for the DirectoRs KeyManagerial PeRsonnel

("KMP") and other employees puRsuant to theprovisions of Companies Act 2013 and the Listing Regulations. The main objective of thesaid Policy is to ensure that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate the DirectoRs KMP and senior managementemployees. The remuneration involves a balance between fixed and incentive pay reflectingshort and long-term performance objectives appropriate to the working of the Company andits goals. The details of this policy are explained in the Corporate Governance Report.

13. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your DirectoRs make the followingstatements in terms of the provisions of Section 134(3)(c) of the Companies Act 2013that: a. in the preparation of the annual financial statements for the year ended March31 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any; b. such accounting policies asmentioned in the Notes to the financial statements have been selected and appliedconsistently and judgments and estimates have been made that are reasonable and prudentso as to give a true and fair view of the state of affaiRs of the Company as at March 312018 and of the profit of the Company for the year ended on that date; c. proper andsufficient care has been taken for maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d. the annualfinancial statements have been prepared on a ‘going concern' basis; e. properinternal financial controls have been laid down and are being followed and that suchinternal financial controls are adequate and are operating effectively; and f. propersystems were in place to ensure compliance with the provision of all applicable laws andthese were adequate and operating effectively.

14. MEETINGS & COMMITTEES

Meetings held during the year

During the year under review 4 (four) Board Meetings and 4 (four)Audit Committee Meetings were convened and held; the details of the meetings held andattendance of DirectoRs at such meetings are provided in the Corporate Governance Report.The intervening gaps between the meetings were within the limits stipulated under theCompanies Act 2013 and the Listing Regulations. The Company has complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Committees of the Board

Your Company has duly constituted the Committees required under theCompanies Act 2013 read with applicable Rules made thereunder and the ListingRegulations. The Board of DirectoRs has the following Committees : i. Audit Committee ii.StakeholdeRs Relationship Committee iii. Nomination and Remuneration Committee iv.Corporate Social Responsibility Committee v. Risk Management Committee The details of thecomposition of the Committees their terms of reference and attendance at the meetings ofthe Committee of the Board are set out in the Corporate Governance Report.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2017-18 the Company has entered intotransactions with related parties as defined under the Companies Act 2013 and the ListingRegulations all of which were in the ordinary couRse of business and on arm's lengthbasis and in accordance with the provisions of the Companies Act 2013 read with theRules issued thereunder and the Listing Regulations. Thus a disclosure in Form AOC-2 interms of Section 134 of the Companies Act 2013 is not required. Further there are nomaterial related party transactions during the year under review with the PromoteRsDirectoRs or Key Managerial PeRsonnel. All related party transactions are mentioned in theNotes to the financial statements.

None of the related party transactions entered into by the Company werein conflict with the

Company's interests. There are no materially significant relatedparty transactions made by the Company with the PromoteRs DirectoRs Key ManagerialPeRsonnel or other designated peRsons which may have a potential conflict with theinterest of the Company at large.

Member's approval for material Related Party Transactions asdefined under the Listing Regulations is being sought through suitable resolution at theensuing Annual General Meeting. All Related Party Transactions are placed before the AuditCommittee / Board as applicable for their approval. Omnibus approvals are taken for thetransactions which are repetitive in nature. A statement of all Related Party Transactionsis placed before the Audit Committee for review on a quarterly basis specifying thenature value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. ThePolicy as approved by the Board is uploaded on the Company's website -www.cmifpe.com None of the DirectoRs has any pecuniary relationships or transactions withthe Company except remuneration and sitting fees.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material ordeRs passed by the RegulatoRsor Courts or Tribunals that would impact the going concern status of the Company and itsfuture operations.

17. AUDITORS Statutory AuditoRs

M/s. Deloitte Haskins & Sells (DHS) Chartered Accountants Mumbaiwere appointed as the Statutory AuditoRs of the Company at the 22nd Annual General Meeting("AGM") of the Company held on September 19 2008. In terms of theshareholder's resolution passed at the 30th AGM of the Company held on July 29 2016M/s. Deloitte Haskins & Sells holds office until the conclusion of the ensuing 32ndAGM and have completed a term of ten yeaRs. Their term as the Statutory AuditoRs of theCompany is upto the conclusion of the ensuing Annual General Meeting of the Company. TheBoard places on record its appreciation for the services rendered by M/s. Deloitte Haskins& Sells as the Statutory AuditoRs of the Company. PuRsuant to the provisions ofSection 139 of the Companies Act 2013 read with the Companies (Audit and AuditoRs)Rules 2014 as amended from time to time the Board of DirectoRs of the Company on therecommendation of the Audit Committee proposed the appointment of M/s. S R B C & Co.LLP Chartered Accountants (ICAI Registration No. 324982E/E300003) as the StatutoryAuditoRs of the Company to be effective from the conclusion of the ensuing 32nd AGM for aterm of five yeaRs till the conclusion of the 37th AGM of the Company to be held in theyear 2023. Necessary resolution seeking approval of the membeRs for appointment of M/s. SR B C & Co. LLP as the Statutory AuditoRs of the Company has been incorporated in theNotice convening the Annual General Meeting and forming part of this Annual Report.PuRsuant to the Companies (Audit and AuditoRs) Amendment Rules 2018 effective from May 72018 the requirement of ratification of appointment of the Statutory Auditor at everyAnnual General Meeting by passing an ordinary resolution has been done away with.

M/s. S R B C & Co. LLP have consented to their appointment asStatutory AuditoRs and have confirmed that their appointment if made will be inaccordance with Sections 139 and 141 of the Companies Act 2013 and they satisfy thecriteria provided in Section 141 of the Companies Act 2013 read with Rule 4(1) of theCompanies (Audit and AuditoRs) Rules 2014 and that they are not disqualified forappointment. The MembeRs are requested to consider and approve the appointment of theStatutory AuditoRs as aforesaid and their remuneration.

The AuditoRs' Report on the Financial Statements for the financialyear 2017-18 is unmodified i.e. it does not contain any qualification reservation oradveRse remark and the Notes thereto are self- explanatory and do not require anyexplanations from the Board.

Cost Auditor

In terms of the provisions of Section 148 of the Companies Act 2013read with the Companies (Cost Records and Audit) Rules 2014 the Board of DirectoRs ofthe Company on the recommendation of the Audit Committee has appointed M/s. KishoreBhatia & Associates Cost Accountants (Firm Registration Number 00294) as the CostAuditor of the Company to conduct the audit of the cost accounting records maintained bythe Company for the financial year 2018-19 on a remuneration of Rs 2.30 lakhs. As requiredunder the Companies Act 2013 a resolution seeking member's ratification for theremuneration payable to the Cost Auditor forms part of the Notice convening the AnnualGeneral Meeting.

Secretarial Audit

PuRsuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial PeRsonnel) Rules 2014 theBoard of DirectoRs had appointed M/s. VKM & Associates Practising CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year2017-18. The Secretarial Auditor's Report is annexed as Annexure B and forms anintegral part of this Report.

There is no qualification arising from the secretarial audit for theyear under review.

Reporting of frauds by AuditoRs

During the year under review the Statutory AuditoRs Cost Auditor andthe Secretarial Auditor have not reported to the Audit Committee under Section 143(12) ofthe Companies Act 2013 any instance of fraud committed in the Company by its officeRsor employees details of which needs to be mentioned in this Report.

18. AWARDS & RECOGNITION

Your Company was conferred ‘India's Best Company of the YearAward – 2017' by International Brand Consulting Corporation USA in theindustrial engineering equipment & services category.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo puRsuant to Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure Cand forms an integral part of this Report.

20. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the ListingRegulations a Report on Corporate Governance together with a certificate from theStatutory AuditoRs of the Company confirming the compliance with the conditions ofCorporate Governance is annexed and forms an integral part of this Report.

21. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report appended as stipulatedunder the Listing Regulations form an integral part of this Report.

22. GREEN INITIATIVES

The Company started a sustainability initiative with the aim of goinggreen and minimizing the adveRse impact on the environment. Electronic copies of theAnnual Reports are being sent to all the membeRs whose email addresses are registered withthe Company.

The Company has moved to "digital document platform" forBoard and Committee meetings. This has helped the Company to reduce administrative timeplus postage and papeRs for the preparation of the meetings. The Board membeRs haveadapted to the new software quickly and the experience of adopting a nearly all-digitaldocumentation process for Board and Committee meetings keeps getting better.

23. EXTRACT OF ANNUAL RETURN

PuRsuant to Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return as at March 31 2018 in Form MGT-9 is annexed as Annexure D and forms anintegral part of this Report.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of DirectoRs KMP andemployees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial PeRsonnel) Rules 2014 asamended from time to time is annexed as Annexure E and forms an integral part of thisReport.

The information regarding employee remuneration as required puRsuant toRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial PeRsonnel)Rules 2014 is available for inspection. A statement showing the names and otherparticulaRs of the employees drawing remuneration in excess of the limits set out in thesaid Rules will be provided upon request. In terms of fiRst proviso to Section 136 of theCompanies Act 2013 the Report and Accounts are being sent to the MembeRs and otheRsentitled thereto excluding the information on employees' particulaRs which isavailable for inspection by the MembeRs at the Registered Office of the Company during thebusiness houRs on working days of the Company upto the date of the ensuing Annual GeneralMeeting. Any member interested in obtaining a copy thereof may write to the CompanySecretary.

None of the employees listed in the said Annexure is related to anyDirector of the Company. None of the employees hold (by himself or along with his / herspouse and dependent children) more than 2% of the equity shares of the Company.

25. INSURANCE

The Company has adequately insured itself through various insurancepolicies to transfer the risks arising from third party or customer claims damage toproperty or people etc.

DirectoRs' & Officer's Liability (D & O) policycoveRs the DirectoRs and OfficeRs of the Company against the risk of third party claimsarising out of their actions / decisions in the normal couRse of discharge of theirduties which may result in financial loss to any third party.

The employees of the Company are covered under various employee benefitinsurance schemes that provide cover for Hospitalization Accidental Disability and Death.

26. PLANT VISIT

A visit was organized by the Company for the interested shareholdeRs onFriday September 22 2017. The shareholdeRs visited the Taloja plant under the guidanceand supervision of the Managing Director. The processes and functions at the Factory wereexplained by the Plant Head; the visit and the exposure and undeRstanding of theCompany's operations were much appreciated by the shareholdeRs.

During the "question and answer" session with the ManagingDirector the shareholdeRs were able to undeRstand more details about the current statusof the Company. The shareholdeRs who visited the factory were happy with the working andthe improvements being made by the Company. They also appreciated the smooth planning andorganization of the factory visit.

ACKNOWLEDGEMENT

Your DirectoRs would like to express their appreciation for theco-operation and assistance received from the Government authorities bankeRs financialinstitutions vendoRs customeRs and shareholdeRs and also from all the employees andother stakeholdeRs during the year under review.

For and on behalf of the Board

Joao Felix Da Silva

Chairman DIN : 07662251

Taloja May 30 2018