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Dai-ichi Karkaria Ltd.

BSE: 526821 Sector: Industrials
NSE: DAICHIKARK ISIN Code: INE928C01010
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NSE 05:30 | 01 Jan Dai-ichi Karkaria Ltd
OPEN 284.00
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VOLUME 1206
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P/E
Mkt Cap.(Rs cr) 201
Buy Price 265.00
Buy Qty 500.00
Sell Price 269.00
Sell Qty 204.00
OPEN 284.00
CLOSE 281.20
VOLUME 1206
52-Week high 361.00
52-Week low 170.00
P/E
Mkt Cap.(Rs cr) 201
Buy Price 265.00
Buy Qty 500.00
Sell Price 269.00
Sell Qty 204.00

Dai-ichi Karkaria Ltd. (DAICHIKARK) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Fifty – Ninth Annual Reporttogether with the audited accounts for the year ended March 31 2019.

FINANCIAL RESULTS:

( र in lakhs)

Particulars As on 31st March 2019 As on 31st March 2018
Revenue from operations 9235 14899
Other Income 324 577
Total Income 9559 15476
(Loss)/Profit before Depreciation Interest Tax and Exceptional item (757) 2104
(Loss)/Profit before Tax and after Exceptional item (2436) 1637
Earnings per equity share: (16.95) 16.08
Basic and Diluted ( र 10/- each)
Book Value of shares ( र ) 166.00 186.37

DIVIDEND:

Considering the challenges faced by the Company during the financial year 2018-19 theBoard of Directors have not recommended any dividend on equity shares for the financialyear 2018-19.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

INDUSTRY STRUCTURE & DEVELOPMENT: OPPORTUNITIES AND THREATS RISKS AND CONCERNS

This has been both a very positive and a very challenging year for the company.

The start of the year saw the Company set up a state-of-the-art new plant at thegreenfield site in Dahej.

The aim was to double capacities and move to an industrial belt closer to our mainsource of raw materials. The Pimpri site was surrounded by residences & operating anEthoxylation Plant in such an area was becoming more hazardous.

The company's decision to differentiate itself in the market by bringing in new Swisstechnology for Ethoxylation has proved to be extremely advantageous.

The gas dispersion in a liquid without any moving parts inside the reactor along withpressure tight set-up makes this the safest technology for an ethoxylation process.

The Buss reactor with its double loop has allowed the company to expand its capacitytwo-fold and manufacture specialty ethoxylates of superior quality and with utmost safetyand efficiency. The cutting-edge technology used and innovative products that can beproduced will allow the company to enter not only the personal-care space but also moveforward with higher molecular weight products that are used in the pharmaceuticalindustry. This will allow us to move into niche markets where our presence so far hasremained limited.

The new Buss Technology will allow the company to differentiate its Ethoxylates whilstmanufacturing with minimum by-products and improved yields. Products manufactured areclose to zero dioxane content after the post treatment.

For example the technology allows us to manufacture those specialty ethoxylateswherein the risk of a run-away reaction with an otherwise conventional reactor is largelymitigated due to the reactor geometry and accessories built therein.

We are now able to make those products with a high growth ratio (1:42) in a singlestep with superior quality of products and batch to batch consistency. Random & blockco-polymers are being produced on a large scale with significantly higher accuracy interms of dose quantity and dose rates of EO/PO.

The reaction rates with Propylene Oxide are found to be significantly higher (at higherpressures) compared to other conventional reactors.

The ‘Sequential Logic Control' along with ‘pre-programmed' SOP's on ourDigital Control System (Siemens PCS7) provides a high degree of control on the reactionparameters resulting in superior control on the product quality. It also allows us toseamlessly shift between different types of products in a single reactor system.

With a step closer to digitization of our chemical processes we will continue to takethis forward in the form of IIOT (Industrial Internet of Things) to be able to monitor andanalyse batches ‘real time'.

Subsequently the Dahej site has undergone a metamorphosis over the past twelve monthswith different functions of the site coming together to form an ‘operational phase'from what was until then a ‘project phase' (mid-2016 to Early 2018). Thistransformation required several systems & processes being put in place (some of themadopted from our Pune site) a recruitment drive to attract local talent transition ofmanpower from Pune to Dahej outsourcing of service functions like boiler utility ETPand housekeeping set-up of local supply chain start-up of RM/FG stores (materialmovement) canteen along with a full-fledged Quality Control and R&D Centre.

This was also a phase wherein all of our three manufacturing plants at Dahej – ThePPD Ethoxylation and Multipurpose plants were commissioned and are now partiallyoperational on a wide range of product chemistries with over 200 products having beensuccessfully commissioned on the new set of reactors at Dahej. Furthermore the plant hasa capability to produce products like triazines newer polyether polyols demulsifyersimidazolines and cement additives and further expand its product portfolio. The DahejSite is now ISO 14001:2015 & ISO 18001:2007 compliant. The unit has also receivedcertification from Kosher and Halal which will help us in exporting our products tocertain countries and customers. The Dahej plant being a zero liquid discharge plant thetreated water is being recycled within the premises. This has been achieved using theMembrane Bio Reactor technology.

The Company has closed its operations in Pune and paid compensation to its 27 workmenwho were left on the Company's rolls. Some ex - workers have entered into an illegalagitation at the factory gate of the Kasarwadi Plant and have restrained the Company frommoving its machinery and equipment to the Dahej Plant. The Company is in the process ofstopping the illegal agitation through Court proceedings. This has resulted in seriousdelays in shifting some of our key equipment from Pune. We have not been able to fullycommission the Dahej facility resulting in serious disturbances to our Sales plans &despatches.

BRIEF MARKET ANALYSIS

With the predicted increase in global population there will continue to be a surge indemand for chemicals and their specialities with India China and S.E. Asia leading theway. With 60% of the global chemical sale coming from these areas by 2030 there areindications of robust growth from these markets.

With these opportunities facing us the next decade promises to be extremely promisingprovided the chemical industry withstands the challenges of price volatilities stringentenvironmental regulations and are able to develop greener and more sustainablechemistries.

SECTORWISE PERFORMANCE

The Company's performance has been very disappointing this year with different aspectsaffecting the day to day running of the plant. Besides issues with labour and ourinability to move several key reactors from Kasarwadi to Dahej we had issues with our keymanpower from Pune adjusting to the facilities at Dahej. Due to shortage of reactors wewere only able to achieve partially our overall capacities. In fact with the delays wefaced in production we could not even despatch substantial of the orders received. Theteam has faced some challenges adapting to a new set-up of reactors a new technology anew operating philosophy of DCS & Field Control. This phase for the team has beendifficult in terms of learning training and adapting to a new environment.

Oil Field

In the past the Company has been seriously impacted with limitations in capacity.

With the expansion the Company can take advantages of the opportunities available notonly by enhancing business with its partner Nalco Champion but also by assessing otherhigher added value and differentiated niche markets in Personal care Agro and GreenerChemistries.

With oil field chem being our area of focus both on the upstream as well as thedownstream side we are expecting to establish more business with our partners.

We continue to work on the newer products in the area of construction and with our newreactor in place should do well in this area.

Construction

On the other hand challenged by the move to Dahej and the adoption of newertechnologies the Company has not achieved its planned growth in the Construction areas.Though the newer products have come out of the R&D pipeline we have been handicappedin commercialising these. This coming year the Company will capitalise on these productsas some trials continue to bring positive results.

Paints

As the environmental norms remain stringent the trend towards increasing use ofwater-borne paints coatings and adhesives will continue as against solvent based paintsand coatings which have high volatile organic compound (VOC) emissions and are on thedecline. Water-borne latex for paints coatings and adhesives are basically syntheticresins kept dispersed in water using surfactants. Dai-ichi is a leading manufacturer ofNon-ionic and Anionic Emulsifiers to prepare the synthetic latex and the usage of theseemulsifiers will continue to be significant since emulsifiers are indispensable andperform a key function in the stability of the latex. In the area of Paints though wehave not moved a key plant from Kasarwadi we are planning to develop some key newproducts out of our plants in Dahej.

Agro

We have been getting very large orders in the Agro Vertical for exports and will bebetter prepared in the coming year to complete these exports on time.

Pesticide usage will continue to remain in high volumes due to the huge acreage underagriculture. Pesticide formulations which are applied by spray method by the farmers aremainly either in the EC form (Emulsifiable Concentrates) or in the SC form (SuspensionConcentrates). While ECs are blends of the active pesticide ingredient with solvents andemulsifiers the SCs are a dispersion of the active ingredient in water. In both theseNon-ionic and Anionic Emulsifiers Wetting Agents and Dispersing Agents are key componentsas the they emulsify the active ingredient or keep it in dispersion thus providing astable aqueous medium which is sprayable on the farms. The usage of Dai-ichi nonionicethoxylates will continue to be preferred.

Other Sectors

In the product range basket new surfactants launch for Personal Care Home Care andIndustrial Lubricants are in the pipeline. Industrial lubricants hold a wide scope forNon-ionic Emulsifiers and Esters with the ever-growing need for better lubricants tocontrol friction and keep the diverse industrial equipment and machinery operate smoothly.

Though we have appointed a large distributor with excellent contacts within the MNCspace we were unable to show any results as our pilot plant and related infrastructureremained in Pune. We hope to grow this business substantially in the coming year.

KEY FINANCIAL RATIOS:

Details of Key Financial Ratios are given below:

Particulars As at 31.3.2019 As at 31.3.2018 Variance Explanation for variance
Debtors Turnover 0.18 0.20 -12% Decrease in sales in FY 2018-19 due to disturbances that
Inventory Turnover 5.71 7.87 -27% occurred on transition from Pune to Dahej resulted in lower ratio.
Interest Coverage Ratio -2.36 82.85 -103% In 2017-18 Interest cost was charged to Fixed Asset. In 2018-19 Interest cost till July 2018 is charged to Fixed Assets and for the remaining period it is charged to Profit and Loss Account resulting into a low EBIT
Current Ratio 1.13 1.84 -39% During 2018-19 current ratio decreased because of decrease in Current Assets (Investments and Debtors)and increase in Current Liabilities due to project related expenditure.
Debt Equity Ratio 0.84 0.55 52% During 2018-19 the debt equity ratio is increased due to increase in borrowings to the tune of र 89 crores Dahej Project.
Operating Profit Margin (%) -19% 11% -267% During 2018-19 Operation loss is because of decrease in sales due to disturbances that occurred on transition from Pune to Dahej.
Net Profit Margin (%) -26% 11% -340% Net loss during the year 2018-19 is due to increase in Finance Cost and Depreciation.
Return on Net Worth (%) -10% 9% -218% Due to loss in the year 2018-19 return on net worth is negative.

The transition of the Company from Pune to Dahej has been challenging and resulted in atemporary loss of Sales.

The new Plant at Dahej is based on new Buss Technology which required the setting up ofeach of the Company's products on a much larger reactor and into a fully automated DCSsystem.

The SOP of each of the 100 products the Company manufactures had to be reviewed andreset on the new conditions in the Plant. This process itself took over 6 months.

Meanwhile because of Labour issues in Pune (created by the ex-workers of the Companytogether with an unrecognised union) resulted in non – removal of several balancingreactors from Kasarwadi to Dahej.

The result has been that we have had to carry out production on a partially completedPlant with atleast 30% of the equipment still lying in Pune. This has been seriouslychallenging for the Company.

Several orders could not be completed and the Company had to juggle around reactors andmove material from one place to another to complete some production.

The Company is making its best efforts to resolve the situation.

JOINT VENTURE / ASSOCIATE/ SUBSIDIARY COMPANIES:

The Company has a Joint venture with CTI Chemicals Asia Pacific Pte. Ltd. an EcolabCompany in Nalco Champion Dai-ichi India Private Ltd. in the ratio of 50:50.

As on March 31 2019 the Company has only one subsidiary Dai-ichi Gosei Chemicals(India) Limited.

The Annual accounts of the subsidiary company are placed on the website of the Companyand will be provided to the members on request.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Companies Act 2013 and applicable Accounting Standards the Consolidated FinancialStatements of the Company with its Joint Venture Company Nalco Champion Dai–ichiIndia Pvt. Ltd and Subsidiary Company Dai-ichi Gosei Chemicals (India) Limited. dulyaudited by the Statutory Auditors are attached to the financials.

Statement containing salient features of the financial statement of subsidiary/associate company/ joint venture are attached to the financials.

DIRECTORS & KMP:

The Members of the Company through special resolution dtd. 18th March 2019 hadre-appointed Mrs. S. F. Vakil (DIN: 00002519) as Chairperson & Managing Director ofthe Company liable to retire by rotation for a period from 1st April 2019 to 31stMarch2022 and appointed Ms. Meher Vakil (DIN: 07778396) as Wholetime Director of theCompany liable to retire by rotation for a period from 1st April 2019 to 31stMarch2022.

The Members of the Company through special resolution dtd. 18th March 2019 hadre-appointed Dr. Anil Naik Mr. Kavas Patel and Mr. Keki Elavia as Independent Directorsfor a second term commencing from 1st April 2019 upto the conclusion of 63rd AnnualGeneral Meeting of the Company. All Independent Directors have given declarations thatthey continue to meet the criteria of independence as laid down under Section 149(6) ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Mr. A. H. Jehangir retires from the Board of Directors by rotation in pursuance of theprovisions of the Companies Act 2013 and Articles of Association of the Company. Beingeligible for reappointment he has offered himself for re – appointment. The Board ofDirectors recommends his re-appointment. Pursuant to the recommendations of the Nominationand Remuneration Committee (‘NRC') the Board of Directors at its meeting held on9th May 2019 appointed Mr. Behram Sorabji as an Additional (Independent) Director of theCompany. A resolution seeking shareholders' approval for his appointment as IndependentDirector for a term commencing from May 9 2019 upto the conclusion of 63rd Annual GeneralMeeting forms a part of the Notice.

The information required to be furnished under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 & Secretarial Standards is given in the Notes to theNotice of the 59th Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2019 are: Mrs. S.F. Vakil Chairperson & ManagingDirector Ms. Meher Vakil Wholetime Director Mr. Nitin Nimkar Chief Financial Officerand Mrs. Kavita Thadeshwar Company Secretary of the company.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013: a) In the preparation of the annual accountsfor the financial year ended March 31 2019 the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; b) The Directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year March 31 2019 and of theprofit and loss of the company for that period; c) Proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d) The annual accounts have been prepared ona ‘going concern' basis; e) Proper internal financial controls laid down by theDirectors were followed by the Company and that such internal financial controls areadequate and operating effectively; f) Proper systems to ensure compliance with theprovisions of all applicable laws were in place and that such systems are adequate andoperating effectively.

DETAILS OF INTERNAL FINANCIAL CONTROLS:

The Board of Director have laid down Internal Financial Controls within the meaning ofthe explanation to Section 134(5)(e) ("IFC") of the Companies Act 2013. TheBoard believes the Company has sound IFC commensurate with the nature and size of itsbusiness. Business is however dynamic. The Board is seized of the fact that IFC are notstatic and are in fact a fluid set of tools which evolve over time as the businesstechnology and fraud environment changes in response to competition industry practiceslegislation regulation and current economic conditions. There will therefore be gaps inthe IFC as Business evolves. The Company has a process in place to continuously identifysuch gaps and implement newer and or improved controls wherever the effect of such gapswould have a material effect on the Company's operations.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance individual directors and its committees.The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:

Details regarding Board / Committees its composition number of meetings held termsof reference policies adopted are provided under the Corporate Governance Report formingpart of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Even before CSR regulations were introduced the Company used to fulfill its socialresponsibility through donations to charitable and academic institutions. Afterintroduction of CSR under the Companies Act 2013 it has undertaken activities in variousareas in every financial year. However during the year under review due to cash flowissues the Company was not able to undertake any CSR activities. Also as the Company hasestablished its plant at Dahej the CSR Committee is looking for opportunities in thevicinity of the Plant for undertaking CSR activities as prescribed under applicableregulations.

Detailed report on CSR is annexed to the report as ‘Annexure A'.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED

All manpower requirements are assessed and filled in a timely manner. The Company has asound knowledge pool of experienced employees which helps it to maintain consistency inperformance across all disciplines. It has built a team of dedicated employees who workwith commitment and a sense of belonging towards the growth of the Company.

Following areas are given special attention to enhance performance of the employees.

??Identification of Training & development needs and upgrade job specific skills

??Compensation recognition & rewards

??Career growth plan through annual assessment.

??Supporting employment related legislative compliance.

??Promoting excellence in human resource management

??The promotion of an atmosphere of mutual respect fairness and concern.

??Company has extended its facility for Apprentice Scheme to needy and economical weakyouths for pursuing special industrial training.

As on 31st March 2019 the total numbers of employees on the payrolls of thecompany at Dahej Kurkumbh and HO locations are 166.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport. In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the Members at the Registered Office of the Companyduring business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company Secretary in this regard.

AUDITORS:

STATUTORY AUDITORS:

BSR & Co. LLP were appointed as the Statutory Auditors of the Company to holdoffice from the conclusion of 57th Annual General Meeting upto the conclusionof 62nd Annual General Meeting of the Company. The Auditors' Report for theyear under review does not contain any qualifications reservations or adverse remarks.

INTERNAL AUDITORS:

B.K. Khare & Co. Chartered Accountants are the Internal Auditors of the Company.The Management regularly reviews the findings of the Internal Auditors and effective stepsto implement any suggestions/observations of the Internal Auditors are taken and monitoredregularly. In addition the Audit Committee of the Board regularly addresses significantissues raised by the Internal Auditors.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Kaushik M. Jhaveri & Co. a firm of Practicing Company Secretaries toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for the F.Y.2018-19 is annexed herewith as ‘Annexure B'.

COST AUDITORS:

As per Section 148 of the Act read with the Companies (Cost Records and Audits) Rules2014 the Board of Directors on recommendation of the Audit Committee approved theappointment of Mr. S.G. Jog Cost Accountant (Membership no. 5599) Pune as the CostAuditor to conduct audit of the cost records of the Company for the financial year endingMarch 31 2020. The Company has received written consent and certificate of eligibility inaccordance with Section 148 read with Section 141 and other applicable provisions of theAct and Rules made thereunder. In terms of the provisions of Section 148(3) of the Actread with the Companies (Audit and Auditors) Rules 2014 as amended the remunerationpayable to the Cost Auditor has to be ratified by the Members of the Company. Accordinglythe matter relating to ratification of the remuneration payable to the Cost Auditor forthe financial year ending March 31 2020 is being placed at the 59th AGM.

DETAILS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:

The Company has not provided any loan or given any guarantee / security to any person.

Details of investment made by the Company are provided in the financial statementsunder Investment Schedule.

PARTICULARS OF CONTRACTS AND ARRANGEMENT COVERED UNDER SECTION 188 OF THE COMPANIESACT 2013:

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations. There were no materiallysignificant Related Party Transactions made by the Company during the year that wouldrequire Shareholder approval under the Listing Regulations.

The Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions. Details of Related Party Transaction Policy areprovided in Corporate Governance Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to sections 92 and 134(3) and Rule 12 of the Companies (Management andAdministration) Rules 2014 extract of Annual Return in Form MGT-9 is annexed herewith as‘Annexure C' and the same is available on the website of the Company atwww.dai-ichiindia.com.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached as a part of the Annual Reportalong with the certificate from Practicing Company Secretaries on its compliance.

LISTING:

The Equity Shares of your company are presently listed on BSE Ltd. and the Company haspaid the annual listing fees for the financial year 2019-2020.

HEALTH SAFETY & ENVIRONMENT:

Health Safety & Protection of the Environment are the priority areas for theCompany. The Company continues to put special emphasis in this area at every stage fromconception and design of new products optimization of process to commercialmanufacturing and delivery of goods to the customers. Recently company has successfullycompleted DNV-GL Periodic Audit of ISO 14001:2015 & OHSAS 18001:2007 and CertificationAudit of ISO 9001:2008.

(a) Health:

A special committee ensures good sanitation and hygienic condition in the plant andcanteen. Medical examination of all the employees is carried out annually. Six monthlymedical examinations are conducted for the employees who are working in Hazardous Areas.Health awareness trainings and programs are being conducted regularly.

(b) Safety:

Internal and External Safety Audit regular inspections pertaining to risks and hazardsfor Ethoxylation/ Propoxylation process are carried out as per the provisions of FactoriesAct. New PLC system has been installed for Ethoxylation/ Propoxylation process to ensureenhanced safety features and automation to nullify human errors. HAZOP Study and HazardIdentifications and Risk Analysis studies have been carried out for all processes.

Every year Safety week is celebrated from 4th March to 11th March during whichcompetitions lectures and training sessions are organized to inculcate and enforce theneed for a safe working environment and Emergency Planning.

(c) Environment:

Regular environment monitoring is carried out to ensure pollution levels for air andwater are below the specified limits by the State Pollution Control Board. Strictadherence to environment rules is ensured by conducting inspections and environment audit.Environment programs and trainings conducted to inculcate a sense of conservation ofenvironment.

Effluent Treatment Plant is upgraded with SUF (submersible ultra-filtration) technologyand treated effluent is used in various processes thus increasing water conservation.

INDUSTRIAL RELATIONS:

The Company has closed its Kasarwadi Pune Plant w.e.f 25th January 2019 and has paidretrenchment compensation and other legal dues to the 27 workers who were on the rolls ofthe Company as on the date of Closure.

However certain ex – workers in association of Hind Kamgar Sanghtana (HKS) havefiled certain legal matters against the Company and have started agitation in front of theFactory Gate for restraining the Company to move its machinery and equipment to the DahejPlant and have challenged the Closure of the Plant.

HKS had filed a Writ Petition in the Mumbai High Court for representing the workers fornegotiating Charter of Demands with the Company. However the Mumbai High Court hasdismissed the Writ Petition.

As advised by the High Court and in order to settle all the legal matters the Companyhad made an offer to pay the differential wages to all the workers who had not acceptedthe earlier Individual Settlements. However the workers have refused to accept the offer.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and outgo:

The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 areannexed to this report as ‘Annexure D'. Disclosure under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013:

As per the requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013 Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2018-19; - No of complaints received: Nil - No of complaintsdisposed off: Nil ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution made bythe employees of the Company. The Directors wish to convey their appreciation to theBanks Dealers and other Business Associates and the Shareholders for their continuoustrust and support.

CAUTIONARY NOTE:

Certain statements in the Directors' Report and Management & Discussion Analysissection may be forward looking and are stated as required by applicable laws andregulations. Many factors may affect the actual results which could be different fromwhat the Directors envisage in terms of future performance and outlook.

For and on behalf of the Board

Mrs. S.F. Vakil

Chairperson & Managing Director

Place: Mumbai

Date: May 9 2019