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Elnet Technologies Ltd.

BSE: 517477 Sector: Infrastructure
NSE: ELNET ISIN Code: INE033C01019
BSE 00:00 | 20 Feb 107.20 -6.25
(-5.51%)
OPEN

107.05

HIGH

112.00

LOW

107.05

NSE 05:30 | 01 Jan Elnet Technologies Ltd
OPEN 107.05
PREVIOUS CLOSE 113.45
VOLUME 222
52-Week high 119.75
52-Week low 85.00
P/E 3.98
Mkt Cap.(Rs cr) 43
Buy Price 106.00
Buy Qty 100.00
Sell Price 111.00
Sell Qty 22.00
OPEN 107.05
CLOSE 113.45
VOLUME 222
52-Week high 119.75
52-Week low 85.00
P/E 3.98
Mkt Cap.(Rs cr) 43
Buy Price 106.00
Buy Qty 100.00
Sell Price 111.00
Sell Qty 22.00

Elnet Technologies Ltd. (ELNET) - Director Report

Company director report

Dear Members

Your Directors have great pleasure in presenting the Twenty Eighth Annual Reporttogether with the Audited financial statements of your Company for the Financial Yearended 31st March 2019.

FINANCIAL HIGHLIGHTS

The finiancial performance ofyour company is stated hereunder: (Rs. In Lakhs)

Particulars 2018-19 2017-18
1. Revenue from operations 2104.45 2221.37
2. Other income 444.24 366.96
3. Total revenue 2548.69 2588.33
4. Expenses 1382.40 1352.03
5. Profit before exceptional items and tax 1166.29 1236.30
6. Exceptional items 0.00 (3.15)
7. Profit before tax 1166.29 1233.15
8. Tax expense 325.11 333.25
9. Profit for the period 841.18 899.90
10. Other comprehensive income net of income tax (23.55) 32.23
11. Total comprehensive income for the period 817.63 932.13
12. Earnings per share 20.44 22.50

STATE OF THE COMPANY'S AFFAIRS:

During the year 2018-19 there was no significant change in the business model of thecompany.

DIVIDEND

The Board of Directors are at their meeting held on 27th May 2019 pleased to recommenda dividend of 15% i.e Rs. 1.50 on the Equity Shares of the Company for the financial yearended 31st March 2019 absorbing a sum of Rs. 72.33 Lakhs including dividend distributiontax. The dividend if approved by the Shareholders will be paid within the statutoryperiod to all those equity shareholders whose name appears in the Register of Members ofthe Company as on Friday 9th August 2019 being the record date.

SHARE CAPITAL

During the year under review your Company has not issued any type of Shares. Hencethere is no change in the share capital of the company.

FUTURE PROSPECTS

Your Company is currently enjoying 100% of occupancy level. At present there is noproposal for any further expansion.

TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to section 124 of the Companies Act 2013 ("the Act") read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 ("The Rules") all unpaid or unclaimed dividends are required to betransferred by the Company to the Investor Education and Protection Fund (IEPF)established by the Central Government after completion of seven consecutive years fromthe date of transfer to unpaid dividend account. Further according to the Rules theshares in respect of which dividend has not been paid or claimed for seven consecutiveyears or more shall also be transferred to the demat account of IEPF Authority.

Transfer of Unpaid/ Unclaimed Dividend Amount/ Shares pertaining to the dividenddeclared financial year ended 31st March 2012 to Investor Education and Protection Fund(IEPF)

The due date for transfer of unpaid/unclaimed dividend amount and corresponding sharesfor the dividend declared during the financial year ended 31st March 2012 is 24th July2019. In compliance with the provision during the financial year 2019-2020 the Companyhad sent individual notices to the eligible shareholders and advertised in the newspapers(Business standard - Leading English Newspaper All India edition and Malai Sudar- Regionallanguage newspaper) seeking action from the shareholders who have not claimed theirdividends for seven consecutive years or more for the dividend declared during thefinancial year ended 31st March 2012. Accordingly after the expiry of due date forclaiming the unpaid/ unclaimed dividend the Company will transfer such unpaid orunclaimed dividends and also the corresponding shares to IEPF authority.

Details of shares/shareholders in respect of which dividend has not been claimed areprovided on the website of the company www.elnettechnologies.com . (Investors/Compliances/ unpaid dividend data/ year 2019). Members are requested to ensure that theyclaim the dividends and shares referred above before they are transferring to the saidFund.

Members/claimants whose shares and/or unclaimed dividend have been transferred to theIEPF Demat Account or the Fund as the case may be may claim the shares or apply forrefund of dividend by making an application to the IEPF Authority in Form IEPF-5(available on http://www.iepf.gov.in ) along with requisite fee as decided by the IEPFAuthority from time to time. The Member/claimant can file only one consolidated claim in aFinancial Year as per the IEPF Rules.

CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act 2013 and Regulation34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCash flow statement for the financial year ended 31st March 2019 forms part of thisAnnual Report.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

The Board of Directors met 06 (Six) times during the financial year ended 31st March2019. i.e. 25th May 2018 09th August 2018 12th September 2018 09th November 201829th November 2018 and 07th February 2019. The gap between the Board meetings was withinthe period prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Details regarding attendance of directors atthe Board Meetings and the particulars of meeting of all Committees held during thefinancial year ended 31st March 2019 are given in the Corporate Governance report formingpart of this Annual Report.

PASSING OF BOARD RESOLUTION BY CIRCULATION

During the financial year 2018-19 few Board Resolutions and Nomination andRemuneration committee resolutions were passed through circulation. The same were placedfor noting of the Board in the subsequent Board Meeting and recorded in the Minutes of thesaid Board Meeting.

AUDIT COMMITTEE

Pursuant to section 177(8) of Companies Act 2013 the Company has constituted an AuditCommittee. The particulars of Composition of the Audit Committee meetings held during theyear and other particulars have been detailed in the Corporate Governance Report formingpart of this Annual Report.

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARDALONG WITH REASONS

The Audit Committee generally makes certain recommendations to the Board of Directorsof the Company during their meetings held to consider any financial results (Unaudited andAudited) and such other matters as per the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 from time to time. During theyear the Board of Directors has considered all the recommendations made by the AuditCommittee and has accepted and carried on the recommendations suggested by the Committeeto its satisfaction.

Hence there are no recommendations unaccepted by the Board of Directors of the Companyduring the year under review.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

CHANGE IN DIRECTORS - APPOINTMENT CHANGE IN DESIGNATION AND RESIGNATION

APPOINTMENT

During the financial year ended 31st March 2019 Thiru M. Vijayakumar IAS. (DIN:08128389) was appointed as the chairman and Non-excutive Nominee director at the meetingof Board of Directors held on 25th May 2018.

During the financial year ended 31st March 2019 Thiru N. Srivathsa Desikan (DIN:08205725) was appointed as Non-excutive Nominee director at the meeting of Board ofDirectors held on 09th August 2018.

During the financial year ended 31st March 2019 Thiru R. Madhavan (DIN: 02345801) wasappointed as Non-Executive Additional Director with effect from 7th February 2019 at theMeeting of Board of Directors held on 7th February 2019 subject to the approval ofshareholders of the Company. The said appointment is deployed for the approval ofShareholders in this 28th Annual General Meeting.

During the financial year ended 31st March 2019 Thiru A.P Radhakrishnan (DIN:03642690) was appointed as Non-Executive (Independent) Director with effect from 7thFebruary 2019 on Board of Directors the company. An ordinary resolution seeking theapproval of shareholders is being sought in this 28th Annual General Meeting.

CHANGE IN DESIGNATION

During the financial year ended 31st March 2019 pursuant to the Articles ofAssociation of the Company and the resolution passed at the Meeting of Board of Directorsheld on 7th February 2019 the change in Designation of Thiru M. Vijayakumar IAS. (DIN:08128389) was approved to appoint as Chairman and Non-Executive - Additional Director witheffect from 7th February 2019 subject to the approval of shareholders of the Company. Anordinary resolution seeking the approval of shareholders is being sought in this 28thAnnual General Meeting of the company.

During the financial year ended 31st March 2019 pursuant to the Articles ofAssociation of the Company and the resolution passed at the Meeting of Board of Directorsheld on 7th February 2019 the change in Designation of Thiru N. Srivathsa Desikan (DIN:08205725) was approved to appoint as Non-Executive Additional Director with effect from7th February 2019 subject to the approval of shareholders of the Company. An ordinaryresolution seeking the approval of shareholders is being sought in this 28th AnnualGeneral Meeting of the Company.

RE-APPOINTMENT

During the financial year ended 31st March 2019 Thiru G. Chellakrishna wasre-appointed as Independent Director with effect from 23rd April 2019 for the second termas per section 149 150 152 read with schedule-IV and Section 161(1) read with Companies(Appointment and Qualification of Directors) Rules 2014 and other applicable provisionssections rules of the Companies Act 2013. A special resolution seeking the approval ofshareholders for his re-appointment for the second term is being sought in this 28thAnnual General Meeting.

The tenure of appointment of Independent Directors Thiru R. Ganapathi Thiru H. KarthikSeshadri Thiru G. Senrayaperumal and Thru K. Kasim IPS (Retd) would expire on 29th July2019. The said directors have given consent for re-appointing them as an IndependentDirector for the second term as per the Companies Act 2013. Pursuant to therecommendation of Nomination and Remuneration committee considering their activeinvolvement in the Board the Board has considered for reappointing them as Non-Executive& Independent Directors at the Board meeting held on 27th May 2019 with effect from30th July 2019. The special resolutions seeking the approval of shareholders are beingsought in this 28th Annual General Meeting of the Company.

RESIGNATION

Thiru B. Evanesan (DIN: 03642690) and Dr. V. Dharmalingam (DIN: 00585114) resigned fromthe Board of the Company with effect from 7th February 2019 and 2nd March 2019respectively. The Board placed its sincere gratitude for the services and support renderedby the said Directors during their tenure in the Board.

RETIRE BY ROTATION

Pursuant to Section 152(6)(c) of Companies Act 2013 Thiru J. Ravi (DIN:00042953)retired at the 27th Annual General Meeting of the Company held on 09th August 2018 andbeing eligible was re-appointed.

CHANGE IN KEY MANAGERIAL PERSONNEL

During the financial year ended 31st March 2019 there were no changes in KeyManagerial personal in the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 the Annualreturn as per provisions of Section 92 (3) of the Companies Act 2013 can be viewed viaweb link http://www.elnettechnologies.com/Document/Extract%20of%20Annual%20Return%2031.03.2019.pdf. Further the extract of the Annual Return for the financial yearended March 31 2019 is also been attached as ANNEXURE- III which is forming part of thisReport.

INDEPENDENT DIRECTORS' DECLARATION

The Company has received declarations from all the Independent Directors who isoccupying the board as on the date of end of financial year 2018-19 confirming that theycontinue to meet with the criteria of Independence as prescribed under Section 149(6) ofthe Companies Act 2013 and Regulation 25 & 16 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and amendments made under thereto.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with schedule-V thereof the report on CorporateGovernance and also the certificate of practicing Company Secretaries regarding compliancewith the conditions of Corporate Governance has been furnished in the Annual Report asANNEXURE-VI.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with schedule-V thereof the Management Discussionand Analysis report has been annexed to the Boards Report as ANNEXURE-V and forms a partof the Annual Report.

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for the Board of directors and SeniorManagement personnel of the Company. The Code of Conduct is available on the Company'swebsite. All the Board of directors and senior management personnel have affirmedcompliance with the Code of conduct as on 31st March 2019.

As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a declaration from Tmt Unnamalai ThiagarajanManaging director to this effect is annexed to the report on corporate governance whichforms part of this Annual Report.

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange viz. BSE Limited(BSE). The Company has paid the applicable listing fees to the Stock Exchanges within thestipulated time.

DEMATERIALISATION OF EQUITY SHARES

As on 31st March 2019 3852635 numbers of equity shares are held in Dematerializedform which constitutes 96.31% of total shareholding. The Company urges its shareholdersto dematerialize the remaining physical shares also at the earliest.

ACCEPTANCE OF FIXED DEPOSITS

During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning or end of the year which were classified as‘Deposits' in terms of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 and hence the requirement for furnishing of detailsof deposits which are not in compliance with the Chapter V of the Companies Act 2013 isnot applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134(3) (c) and 134(5) of the Act inrelation to the audited financial statements of the Company for the year ended March 312019 the Board of Directors hereby confirms that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures whereverapplicable.

b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2019 and of the profitof your Company for the year ended on that date.

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safe guarding theassets of your Company and for preventing and detecting fraud and other irregularities

d) the Directors have prepared the annual accounts on a ‘going concern' basis

e) the Directors have laid down internal financial controls to be followed by yourCompany and that such internal financial controls are adequate and are operatingeffectively and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with the requirements of Section 135 and Schedule VII of the CompaniesAct 2013 read with The Companies (Corporate Social Responsibility Policy) Rules 2014 asamended the Board of Directors had framed a policy on CSR as recommended by the CSRcommittee duly constituted and the said policy is available on the Company's website www.elnettechnologies.com. The composition and terms of reference of the CSR Committee isdetailed in the Corporate Governance Report forming part of this Annual Report.

The disclosure on Corporate Social Responsibility initiatives during the financial yearhas been provided in ANNEXURE-IV which forms part of this Annual Report.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended M/s. MSKA and AssociatesChartered Accountants Chennai were appointed as Statutory Auditors of your Company inthe 26th Annual General Meeting of the Company for a term of 5 years till the conclusionof 31st Annual General Meeting.

The Annual Accounts of the Company containing its Balance Sheet Statement of Profitand Loss and Cash Flow Statement including the Notes and Schedules to the Accounts havebeen audited by M/s. MSKA Associates Chartered Accountants Chennai.

The Independent Auditors Report given by the Auditors on the financial statements ofthe Company is forming part of the Annual Report. There has been no qualificationreservation adverse remark or disclaimer given by the Auditors in their Report whichrequires any explanation/ comments by the Board.

SECRETARIAL AUDITOR

Pursuant to the Section 204(1) of the Companies Act 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed M/s. BP & Associates Practicing Company Secretaries Chennaias the Secretarial Auditors of the Company for conducting the Secretarial Audit for thefinancial year 2018-19. The Secretarial Audit Report for the Financial Year 2018-19 doesnot contain any adverse remark qualification or reservation or disclaimer which requiresany explanation/ comments by the Board. The Secretarial Audit Report is forming part ofthis Annual Report.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of The Companies(Accounts) Rules 2014 and all other applicable provisions (including any amendmentthereto) if any of the Companies Act 2013 M/s. Ajay Kumar and Associates CharteredAccountants Chennai was appointed as the Internal Auditors of the Company for theFinancial Year 2018- 19.

The audit conducted by the Internal Auditors is based on an internal audit plan whichis reviewed each quarter in consultation with the Audit Committee. These audits are basedon risk based methodology and inter alia involve the review of internal controls andgovernance processes adherence to management policies and review of statutorycompliances. The Internal Auditors share their findings on an ongoing basis during thefinancial year for corrective action. The Audit Committee oversees the work of InternalAuditors.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2018-19 your Company has complied with applicableSecretarial Standards namely SS-1 & SS-2 issued by the Institute of CompanySecretaries of India.

PARTICULARS OF EMPLOYEES

The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 and read with rule 5(1) 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are set out in ANNEXURE - I attachedherewith which forms part of this report.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

Steps taken or impact on conservation of energy

The operations of the Company are not energy-intensive. However wherever possible the Company strives to curtail the consumption of energy on a continuing basis.

Steps taken by the company for utilizing alternate sources of energy
Capital investment on energy conservation equipment's

B. Technology absorption:

Efforts made towards technology absorption Not Applicable
Benefits derived like product improvement cost reduction product development or import substitution
Expenditure on Research & Development if any
Details of technology imported if any
Year of import
Whether imported technology fully absorbed
Areas where absorption of imported technology has not taken place if any
C. Foreign Exchange Earning and Outgo:
Total Foreign exchange earned : NIL
Total Foreign exchange outgo : NIL

ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME

The Board has carried out an annual evaluation of its own performance the directorsand also Committees of the Board based on the guideline formulated by the Nomination

& Remuneration Committee under Self-evaluation method. Board composition qualityand timely flow of information frequency of meetings and level of participation indiscussions were some of the parameters considered during the evaluation process. A noteon the familiarizing programme adopted by the Company for the orientation and training ofthe Directors and the Board evaluation process undertaken in compliance with theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is provided in the Corporate Governance Report which formspart of this Report. Further the Independent Directors of the Company met once during theyear on 07th February 2019 to review the performance of the Non-executive directorsChairman and performance of the Board as a whole.

NOMINATION AND REMUNERATION POLICY

The Company believes that a diverse and inclusive culture is integral to its success. Adiverse Board among others will enhance the quality of decisions by utilizing differentskills qualifications professional experience and knowledge of the Board membersnecessary for achieving sustainable and balanced development. Accordingly Board based onthe recommendation of the Nomination and Remuneration Committee has formulated a policy ondirectors appointment remuneration of Directors Key Managerial Personnel and SeniorManagement of the Company. The policy covers the appointment including criteria fordetermining qualification positive attributes independence and remuneration of itsDirectors Key Managerial Personnel and Senior Management Personnel. The Nomination andRemuneration Policy may be accessed on the Company's website at www.elnettechnologies.com

ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated awhistle blower mechanism for directors and employees to report concerns about unethicalbehavior actual or suspected frauds or violation of the Company's code of conduct andethics. The Audit Committee of the Board oversees the functioning of Whistle BlowerPolicy. The Whistle Blower Policy covering all employees and directors is available in theCompany's website at www.elnettechnologies.com

PARTICULARS OF LOANS INVESTMENT OR GUARANTEES

The Company has not given any loans or guarantees covered under the provision ofsection 186 of the Companies Act 2013. The details of the investments made by the Companyare given in the notes to the financial statements which forms part of this Annual Report.

RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act 2013 the Company has framed RiskManagement Policy which lays down the framework to define assess monitor and mitigatethe business operational financial and other risks associated with the business of theCompany. The Company has been addressing risks impacting the Company in ManagementDiscussion and Analysis Report which forms part of this Annual Report.

During the year the Company has not identified any element of risk which may threatenthe existence of the Company.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has Internal Complaints Committees as required under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

The Company firmly provides a safe supportive and friendly workplace environment - aworkplace where our values come to life through the underlying behaviours. Positiveworkplace environment and a great employee experience are integral parts of our culture.

During the year under review there were no cases filed pursuant to the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year the Company has not entered into any new contracts /arrangements with related parties which qualify as material in accordance with the Policyof the Company on materiality of related party transactions.

There are no materially significant related party transactions that may have potentialconflict with interest of the company at large.

The details of the related party transactions as per Indian Accounting Standards (IndAS) - 24 is set out in Note No. 40 to the Financial Statements of the Company.

Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is set out the ANNEXURE - II to the report.

The policy on Related Party Transactions as approved and can be accessed at website ofthe company www.elnettechnologies.com

REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES2014

Change in nature of business if any: NIL

Name of Companies which have become or ceased to be its subsidiaries Joint Ventures orassociate companies during the year: NA

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

There have been no significant and material orders passed by the courts or regulatorsor tribunals impacting the going concern status and Company's operations.

INTERNAL CONTROL AND SYSTEMS AND THEIR ADEQUACY

The Company has an adequate internal control system which commensurate with the sizescale and complexity of its operations. The Internal Auditor monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and there by strengthen the controls. A report of Auditorspursuant to Section 143(3) (i) of the Companies Act 2013 certifying the adequacy ofInternal Financial Controls is annexed with the Auditors report.

DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS

The auditors of the Company has stated that during the course of their audit therewere no material fraud by the Company or on the Company by its officers or employeesnoticed or reported in Independent Auditors Report which forms part of this Report. Hencethere is no requirement arises to report the same to Audit Committee or Board of Directorsof the Company.

PERSONNEL

Employee relations have been very cordial during the financial year ended 31st March2019. The Board wishes to place on record its appreciation to all the employees in theCompany for their sustained efforts and immense contribution to the high level ofperformance and growth of the business during the year. The Management team of the Companycomprises of experienced passionate driven professionals committed to the organizationalgoals.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the continued support and co-operation ofGovernment of Tamil Nadu Electronics Corporation of Tamil Nadu Ltd. (ELCOT).

The Directors also thank the Bankers Axis Bank - Thiruvanmiyur Branch State Bank ofIndia - Industrial Finance Branch Chennai Canara Bank - Tidel Park Branch Axis Bank -Chennai Main Branch Mylapore and the Company's customers dealers vendors andsub-contractors for their valuable support and assistance extended during the year.

The Directors wish to place on record their appreciation of the good work done by allthe employees of the Company during the year under review.

For and on behalf of the Board of Directors

Place : Chennai Date :27th May 2019 Tmt Unnamalai Thiagarajan

Managing Director DIN:00203154

Thiru N. Srivathsa Desikan

Non-Executive Director DIN:08205725