GREEN INITIATIVES IN CORPORATE GOVERNANCE
In line with the changes in law permitting companies to send electronic copies of fullAnnual Report notices quarterly results etc. to the e-mail IDs of shareholders theCompany has arranged to send the soft copies of the documents to the e-mail IDs ofshareholders available with us or the depositories. In case any of the shareholder wouldlike to receive physical copy of the Annual Report the same shall be forwarded on writtenrequest to the Registrars M/s Integrated Enterprises (India) Limited.
Mr. Sukirti Sogal Mr. Prashanth Kamath and Mrs. Swarupa H.S. retire by rotation andbeing eligible offer themselves for re-appointment at the ensuing Annual General Meeting(AGM). Brief profile of the Directors is given in the notes to the Notice of the ensuingAGM.
Mrs. Swarupa H.S. was appointed as an Additional Director effective from March 312015.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013
Directors of your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the same period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate andwere operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualifythemselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
LISTING OF SHARES
The Equity Shares of the Company are listed on BSE Limited (BSE). The Annual ListingFee for the financial year 2016-17 has been partly paid to the Stock Exchange.
M/s Shabbir & Rita Associates LLP Chartered Accountants Mumbai StatutoryAuditors of the Company retire at the forthcoming AGM and have expressed their willingnessto continue as Statutory Auditors for the financial year 2016-17 and accordingly aresolution proposing their appointment is being submitted to the AGM. Members arerequested to reappoint them and fix their remuneration.
None of the Directors of the Company is disqualified under the provisions of theCompanies Act 2013. Your Directors have made necessary disclosures as required undervarious provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forming part of this Annual Report is attached.
The Directors place on record their gratitude for all the guidance and co-operationreceived from all its clients vendors bankers advisors regulatory and Governmentauthorities.
| ||On behalf of the Board of Directors |
|M.S. Sridhar ||Anand S.K. |
|Joint Managing Director ||Managing Director |
|Bengaluru || |
|May 30 2017 || |