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Finolex Industries Ltd.

BSE: 500940 Sector: Industrials
NSE: FINPIPE ISIN Code: INE183A01016
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VOLUME 2632
52-Week high 712.90
52-Week low 440.00
P/E 15.89
Mkt Cap.(Rs cr) 6,314
Buy Price 508.80
Buy Qty 5.00
Sell Price 508.80
Sell Qty 1.00
OPEN 515.00
CLOSE 515.75
VOLUME 2632
52-Week high 712.90
52-Week low 440.00
P/E 15.89
Mkt Cap.(Rs cr) 6,314
Buy Price 508.80
Buy Qty 5.00
Sell Price 508.80
Sell Qty 1.00

Finolex Industries Ltd. (FINPIPE) - Director Report

Company director report

Board of Directors’ Report

To the Members

Your directors have pleasure in presenting the Thirty- seventh annual report togetherwith the audited financial statements (both standalone and consolidated) for the financialyear ended 31st March 2018.

State of the Company’s affairs:

Financial Results
(Rs. in Lakh)
Particulars Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
Profit before depreciation & finance charges 50925.18 58739.23 52467.01 59555.78
Less: Finance charges 981.65 1538.19 981.65 1538.19
Profit before depreciation and taxation 49943.53 57201.04 51485.36 58017.59
Less: i. Depreciation 6060.46 5504.62 6060.46 5504.62
ii. Provision for taxation 14028.59 16478.48 14791.54 17028.24
Profit after depreciation and taxation 29854.48 35217.95 30633.36 35484.73
Add/(Less) :
i. Retained earnings at the beginning of the year 108643.55 88445.19 110981.31 90510.41
ii. Remeasurement of defined benefit plans and income tax effect (86.99) (71.66) (86.99) (71.66)
iii. Share of Other Comprehensive - 0.65 5.75
Income (OCI) of Associate for the year
iv. Dividend (14270.97) (12409.54) (14270.97) (12409.54)
v. Tax on dividend (2905.44) (2526.29) (2966.77) (2526.29)
vi. Excess dividend tax reversed (12.10) (12.10)
vii. Transfer to General Reserve - - - -
Retained earnings at the end of the year 121234.62 108643.55 124290.98 110981.31
Earning per equity share:
Basic & Diluted (H/share) 24.06 28.38 24.69 28.59

Operations

The operational performance is summarized below:

(Rs. in Lakh)
Particulars Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
Revenue from Operations (see note 1) 283140.60 298763.70 283140.60 298763.70
Other Income 2532.40 2432.49 2439.70 2316.62
Total Income 285673.00 301197.51 285580.30 301080.32
Profit before tax 43883.07 51696.42 43790.37 51580.55
Share of profit of associate before tax - - 1634.53 932.42
Profit after tax 29854.48 35217.95 30633.36 35484.73

 

(Rs. in Lakh)
Particulars Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
PVC Resin
Production – in MTs 262844 251710 262844 251710
Sale – in MTs (excluding inter divisional): 67312 87235 67312 87235
Sale – in Rs. Lakh (excluding inter divisional): 50198.70 77076.34 50198.70 77076.34
PVC Pipes and Fittings
Production – in MTs 260387 207761 260387 207761
Sale – in MTs 252036 209419 252036 209419
Sale – in Rs. Lakh 232883.72 221687.30 232883.72 221687.30
Power
Production – in MWh (captive consumption) 208747 211502 208747 211502

Note 1: Revenue from operations includes excise duty collected for previous Quarters upto Quarter ended 30 June 2017 as per guidelines prescribed in Ind As 18"Revenue". From 1st July 2017 as per the said guidelines Goods and Service Tax(GST) charged is excluded from Revenue from operation and to that extent the revenues arenot comparable. Had the previously reported revenue shown net of excise duty comparativerevenue of the Company would have been as follows:

(Rs. in Lakh)
Particulars Standalone Consolidated
2017-18 2016-17 2017-18 2016-17
Revenue from Operations (excluding excise duty) 273778.80 260236.42 273778.80 260236.42

During the financial year 40000 MT capacity was added to PVC pipes & fittings andwith thisadditionthetotalcapacityofPVCpipesandfittingsstandsat330000MTp.a.ThesalesvolumeforPVCpipes&fittingswas252036MTforthefinancialyearended31stMarch2018asagainst209419 MT for the financial year ended 31st March 2017. Total standalone income was atRs. 285673.00 lakh for financial year ended 31st March 2018 against Rs. 301197.51 lakhfor the financial year ended 31st March 2017. Profit after tax was at Rs. 2985448 lakhsfor the financial year ended 31st March 2018 as against Rs. 35217.95 lakh for thefinancial year ended 31st March 2017.

Dividend

Your directors have recommended dividend on equity shares @ 100% (H 10 per equityshare). The dividend on equity shares including corporate dividend tax if approved by theMembers will absorb Rs. 14960.36 lakh.

Transfer to Reserves

During the year amount transferred to General Reserve was Rs. Nil (previous year H

Nil). Thus the total comprehensive Income for the year of Rs. 29767.49 lakh wastransferred to Reserves and Surplus of Balance Sheet.

Deposits

The Company had no unpaid /unclaimed deposit(s) as on 31st March 2018.

During the year the Company has not accepted any deposits described under Chapter Vof the Companies Act 2013.

Management discussion and analysis

Pursuant to Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a management discussion and analysis report forms a part of this annualreport.

Consolidation of financial statements

As at the end of the financial year your Company does not have any subsidiary company.However it does have two associate companies namely Finolex Plasson Industries PrivateLimited and Pawas Port Limited. The consolidated financial statements as prepared pursuantto the provisions of Section 129 of the Companies Act 2013 (the "Act") andSchedule III of the Companies Act 2013 are annexed and forms a part of this annualreport.

Revision in financial statements

There has been no revision in the financial statements of the Company during thefinancial year 2017 – 2018.

Subsidiary and Associate Companies

In terms of Section 129(3) of the Companies Act 2013 a statement containing salientfeatures of the financial statements of the associate or joint venture companies in FormAOC-1 is annexed and forms part of this annual report. Pursuant to Rule 8(1) of theCompanies (Accounts) Rules 2014 the performance and financial position of the associateor joint venture companies included in the consolidated financial statements which isannexed and forms part of this annual report.

During the financial year 2017-18 there is no change in associate companies of theCompany. The Company has formulated the policy on material subsidiaries in alignment withthe provisions of Regulation 16 (i) (c) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. As required under Regulation 46 (2) (h) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Material Subsidiary Policyhas been uploaded on the Company’s website www.finolexwater.com at the followinglink: www.finolexwater.com/ investors/policies-code-of-conduct/.

Pursuant to Regulations 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the related party disclosures as specified in Para A ofSchedule V are given below:

Sr. No. In the accounts of Disclosure of amounts at the year end and the maximum amount of loans/advances/investments outstanding during the year
1. Holding Company • Loans and advances in the nature of loans to subsidiary by name and amount. No Holding Company.
• Loans and advances in the nature of loans to associates by name and amount.
• Loan and advances in the nature of loans to firms/companies in which directors are interested by name and amount.
2. Subsidiary Same disclosures as applicable to the parent company in the accounts of subsidiary company. No Subsidiary Company
3. Holding Company Investments by the loanee in the shares of parent company and subsidiary company when the company has made a loan or advance in the nature of loan. No Holding Company

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 your directors on the basis ofinformation and documents made available to them confirm that:

a) in the preparation of the annual financial statements for the year ended on 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2018 and of the profitof the Company for the year ended on that period;

c) the directors have taken proper and sufficient care for 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) the directors have prepared the annual accounts on a going concernbasis; e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Corporate governance

A separate report on corporate governance in the compliance with corporate governancerequirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 along with compliance certificate dated 23rd May 2018 obtained from M/sSVD & Associates practicing company secretaries is annexed and forms part of thisannual report.

Appointment of Registrar and Share Transfer Agent

Your Board has approved appointment of Karvy Computershare Pvt. Ltd. Hyderabad asRegistrar and Share Transfer Agent (RTA) of the Company and accordingly Company is in theprocess of shifting the In-house Share Registry operations to the RTA.

Material changes and commitments

Your directors confirm that there are no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company and the date of this report.

Contracts or arrangements with related parties

The particulars of related party transactions are stated in the note no. 37 in thefinancial statements Annexures 2 3 and 5 of this report.

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business of the Company.There are no materially significant related party transactions made by the Company withits Promoters Directors Key

Managerial Personnel or other designated persons which may have a potential conflict ofinterest with the Company at large. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC-2 is not applicable.

All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee for its approval on aquarterly basis. The statement is supported by a Certificate from the Director - Financeand Chief Financial Officer. The Company has developed a Related Party TransactionsManual Standard Operating Procedures for the purpose of identifying and monitoring suchtransactions.

The Related Party Transactions Policy of the Company approved by the Board of Directorsof the Company (the "Board") is uploaded on the Company’s website www.finolexwater.com at the following link:http://www.finolexwater.com/policies-code-of-conduct/.

Risk management

During the financial year 2014-2015 your directors had constituted a Risk ManagementCommittee. The details of Committee and its terms of reference are set out in theCorporate Governance Report forming part of this Report.

The Company has a robust risk management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company’s competitive advantage. The businessrisk framework defines the risk management approach across the enterprise at variouslevels including documentation and reporting. The framework has different risk modelswhich help in identifying risks trend exposure and potential impact analysis at a Companylevel as also separately for business segments. Risk management forms an integral part ofthe business planning and forecasting. The key business risks identified by the Companyand its mitigation plans are included in the management discussion and analysis report.

Internal financial controls

Pursuant to Rule 8 (5)(viii) of the Companies (Accounts) Rules 2014 the details inrespect of adequacy of internal financial controls with reference to the financialstatements are given below: The Company has in place adequate internal controlprocedures proportionate to the nature of the business and the size of operations forsmooth conduct of business. The systems are implemented for safeguarding the assets theprevention and detection of fraud and errors the accuracy and completeness of theaccounting records and timely preparation of reliable financial information. The scope andauthority of the internal auditors are defined by the Audit Committee from time to time.To maintain its objectivity and independence the internal auditors M/s. Sharp and Tannanreport their observations to the Audit Committee of the Board. The internal auditorsmonitor and evaluate the efficacy and adequacy of internal control system in the Companyits compliance with operating systems accounting procedures and policies at all locationsof the Company. Based on the report of the internal auditors process owners undertakecorrective actions in their respective areas which then strengthen the controls. Auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.

Directors and key managerial personnel:

The Board of your Company is duly constituted with a proper balance of executivenon-executive and independent directors. Pursuant to Sections 149 (1) and 161 of theCompanies Act 2013 read with Rule 8 (5) (iii) of the Companies (Accounts) Rules 2014the details relating to directors and key managerial personnel who were appointed or haveresigned are reported as under:

Re-appointment of Director

Mr. Sanjay S. Math (DIN:01874086) a Managing Director retires by rotation as Directorat the ensuing annual general meeting and being eligible offers himself forre-appointment. The Board recommends his re-appoinment.

Appointment of Director

The Board of Directors has co-opted Mr. Saurabh S. Dhanorkar as an additional directoreffective 11th August 2017. Mr. Saurabh S. Dhanorkar holds office up to the date of theensuing annual general meeting of the Company. A notice has been received proposing Mr.Saurabh S. Dhanorkar as Director of the Company. The Board recommends his appointment.

Independent directors

The Members approved the appointments of

Mr. Sanjay K. Asher Mr. Kanaiyalal N. Atmaramani Mr. Dara N. Damania Mr. ShrikrishnaN. Inamdar Mr. Prabhakar D. Karandikar and Dr. Sunil U. Pathak as independent directorsfor a period of five years effective from 20th September 2014 who are not liable toretire by rotation. The terms and conditions of the appointment of independent directorsare as per Schedule IV of the Companies Act 2013. Pursuant to Section 149(7) of theCompanies Act 2013 all independent directors have given declarations for the financialyear 2018-2019 that they meet the criteria of independence as laid down under Section149(6). In view of the amendments to the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 based on the recommendations of the Kotak Committee onCorporate Governance the approval of the members of the Company by way of a specialresolution is being sought to continue directorship of Mr. Dara Damania IndependentDirector who has already attained age of seventy five years. The Board recommends thesame.

Key Managerial Personnel (KMP)

During the financial year 2017-18 the following changes took place within KMP:

1. Ms. Vidya R. Shembekar resigned as Company Secretary and Compliance Officer w.e.f.5th October 2017. On her resignation she ceased to be the KMP of the Company from thesaid date.

2. Mr. Devang B. Trivedi was appointed as Company Secretary and Compliance Officerw.e.f. 12th February 2018. He is also a KMP.

As on date of this report Mr. Sanjay S.Math Managing Director Mr. Anil V.WhabiDirector – Finance & Chief

Financial Officer and Mr. Devang B. Trivedi Company Secretary are KMP of the Company.

Training and familiarization programme for directors

In compliance of the Regulation 25 (7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has adopted the familiarization programme forindependent directors with an aim to provide them with an insight into their rolesrights responsibilities within the Company the nature of the business of the Company andthe business model of the Company.

The Board members are provided with necessary documents reports and internal policiesto enable them to familiarize themselves with the Company’s procedures and practices.

Periodic presentations are made at the Board and its Committee Meetings on businessand performance updates of the Company the global business environment business strategyand various risks involved. Detailed presentations on the Company’s business segmentswere made at separate meetings held by the independent directors during the year.

Quarterly updates on relevant statutory changes and landmark judicial pronouncementsencompassing important laws are regularly presented to the Directors. The details of thefamiliarization programme for independent directors are available on the Company’swebsite www.finolexwater. com/investors/Policities-code-of-conduct/.

Policy on directors’ appointment and remuneration

The Company’s Nomination and

Remuneration Committee is governed by the terms of reference. The Company’snomination and remuneration policy includes directors’ appointment and remunerationincluding the criteria for determining qualifications positive attributes independenceof a director and other details which are furnished in Annexure 1.

The Company’s Nomination and Remuneration Policy is also available on theCompany’s website www.finolexwater.com at the following link: www.finolexwater.com/investors/Policies-code-of-conduct/.

Annual evaluation by the Board of its own performance and that of its committees andindividual directors

The Company has devised a nomination and remuneration-policy for performance evaluationof independent non-executive and executive directors. The criteria for this evaluationincludes qualification positive attributes area of expertise and the number ofdirectorships and memberships held in various committees in other companies.

Remuneration of Directors and key managerial personnel

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the details of remuneration of directors and key managerialpersonnel are furnished in Annexure 2.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section197(12) of the CompaniesAct 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are furnished in Annexure 3.

Auditors and Auditors’ Report:

Statutory Auditors

Pursuant to Section 139 of the Companies Act 2013 and the Rules made thereunder M/s.P. G. Bhagwat Chartered Accountants Pune were appointed as the statutory auditors of theCompany in the thirty sixth Annual General Meeting of the Company held on August 11 2017for a period of five (5) consecutive years until the conclusion of the 41st annual generalmeeting to be held in the year 2022 (subject to ratification of their appointment at everyannual general meeting) on such remuneration as shall be fixed by the Board. The statutoryauditors have issued a certificate of eligibility pursuant to Section 141 of the CompaniesAct 2013. Pursuant to notification of certain Sections of the Companies (Amendment) Act2017 on May 07 2018 the requirement of ratification of auditors by the members is nolonger required. However as a matter of abundant precaution the ratification by themembers is being sought for the approval of members in the ensuing annual general meeting.Further taking into consideration this recent amendment the annual ratification will notbe sought next year onwards.

Cost Auditors

The Board at its meeting held on 23rd May 2018 has on recommendation of the AuditCommittee appointed M/s. S. R. Bhargave & Co. as cost auditors to conduct an audit ofcost accounting records of the Company for the financial year ending 31st March 2019.Pursuant to the provisions of Section 148 of the Companies Act 2013 and Rules madethereunder the ratification by the Members is necessary for the payment of remunerationto cost auditors. Your directors recommend the same.

The Cost Audit Report for the financial year 2016-17 issued by M/s S. R. Bhargave& Co Cost Auditors in respect of the various products prescribed under Cost AuditRules was filed with the Ministry of Corporate Affairs on 21st August 2017.

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. SVD & Associates Practicing Company Secretaries Pune to undertake thesecretarial audit of the Company for the financial year 2017-18. The secretarial auditreport for the financial year 2017-18 is enclosed herewith and marked as Annexure 4.There is no qualification reservation or adverse remark or disclaimer made by theSecretarial Auditor in the said Secretarial Audit Report. The Company has complied withall applicable secretarial standards.

Disclosures:

Your directors are pleased to furnish the following details which are required to bereported by the Company in the Director’s Report pursuant to Section 134(3) (a) to(q) of the Companies Act 2013:

Number of meetings of the Board

During the year under review five meetings of the Board of Directors were held. Thedetails of the meetings are provided in the corporate governance report in the annualreport.

Committees of directors

The details of the committee of the directors pursuant to the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and the Companies Act 2013 are describedin the corporate governance report of the annual report.

Audit Committee

The Audit Committee has been duly constituted as required under the provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The required details pertaining to the composition of the Audit Committee pursuant toSection 177 (8) of the Companies Act 2013 are given in the section of the corporategovernance report of the annual report. There are no instances of the Board not havingaccepted the recommendation of the Audit Committee during the financial year 2017-18.

Extract of Annual return

Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Companies (Accounts)Rules 2014 the extract of annual return in the prescribed format MGT-9 is enclosedherewith as Annexure 5.

Vigil mechanism / Whistle blower policy

The Company has established a vigil mechanism known as the Whistle Blower Policy (the"WBP") pursuant to Section 177(9) and (10) of the Companies Act 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 to report genuine concerns to the Chairman of the Audit Committee. The WBP providesadequate safeguards against victimization of persons who use such mechanism and ensuresdirect access to the Chairman of the Audit Committee. The details of the WBP are explainedin the corporate governance report and also posted on the Company’s website.

The Company affirms that no director or employee has been denied access to the Chairmanof the Audit Committee and that no complaints were received during the year.

Sexual harassment policy

The Company has in place a policy for prevention of sexual harassment of its employeesat the workplace. In line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 an Internal Complaints’Committee has been constituted by the Company to redress any complaints received regardingsexual harassment. Your directors state that during the year under review there was nocomplaint received / case filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

InsiderTrading

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitiveinformation (UPSI) the Company has adopted a Code of Conduct to Regulate Monitor andReport Trading by Insiders (‘Insider Trading Code’) and a Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information (‘Code ofFair Disclosure’).

The Insider Trading Code is intended to prevent the misuse of UPSI by insiders andconnected persons and ensure that the Directors and designated persons of the Company andtheir dependents shall not derive any benefit or assist others to derive any benefit fromhaving access to and possession of such UPSI about the Company which is not in the publicdomain that is to say insider information.

The Code of Fair Disclosure ensures that the affairs of the Company are managed in afair transparent and ethical manner keeping in view the needs and interest of all thestakeholders.

Particulars of loans guarantees or investments

The details as applicable of loans given investments made or guarantees givenpursuant to Section 186 of the Companies Act 2013 are disclosed in note no. 4 to thefinancial statements for the financial year 2017- 2018.

It is clarified that the Company has no loans/ advances and investments in its ownshares.

Significant and material orders passed by the regulators or courts or tribunals

Pursuant to Rule 8 (5) (vii) of the Companies (Accounts) Rules 2014 it is reportedthat no significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status of the Company and the Company’soperations in future.

Employee stock option scheme

During the year under review your directors confirm that no shares were issued by theCompany under the subsisting Finolex Industries Limited – Employee Stock OptionScheme Plan (ESOP) of the Company.

Sweat equity shares and equity shares with differential voting rights

Your directors confirm that neither sweat equity shares nor equity shares withdifferential voting rights have been issued by the Company during the year under review.

The conservation of energy technology absorption foreign exchange earnings and outgo

Your Company is committed to achieve the highest standards of environmental excellenceby adopting environmentally sustainable and effective operating systems and processes.Your Company has put in place the internationally acclaimed Environment Management Systemunder ISO 14001 certification at Ratnagiri. Your Company is in compliance with allapplicable environmental regulations in respect of air water noise hazardous wastee-waste etc. to mitigate the potential environmental impact on society. Information onconservation of energy technology absorption foreign exchange earnings and outgorequired to be given under Section 134(3) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure 6.

Business responsibility report:

Business Responsibility Report for the year ended 31st March 2018 as stipulated underRegulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is enclosed as Annexure 7.

Corporate social responsibility:

The Board has constituted Corporate Social Responsibility (CSR) Committee and alsoframed the corporate social responsibility policy pursuant to Section 135 of the CompaniesAct 2013. The details of the CSR Committee are given in the corporate governance reportsection of the annual report.

The corporate social responsibility policy of the Company can be viewed on theCompany’s website www.finolexwater.com at the following link www.finolexwater.com/policies-code-of-conduct/.

As a responsible corporate citizen your Company conducts its CSR activities inhealthcare education water conservation and community development and welfare withCompany’s CSR partner Mukul Madhav Foundation ("MMF"). Your Company hasbeen actively contributing to the social and economic development of the underprivilegedin and around your Company’s plants situated at Ratnagiri and Urse in the state ofMaharashtra and at Masar in the state of Gujarat. The CSR activities carried out by yourCompany through MMF is headed by Mrs. Ritu P. Chhabria Managing Trustee of Mukul MadhavFoundation a driving force in accomplishing the activities on day-to-day basis.

During the financial year 2017-18 your Company in association with MMF has incurredexpenditure on various CSR activities aggregating Rs.848.55 lakh against the mandatory CSRexpenses of Rs.608.49 lakh. The detailed report on the CSR activities is enclosed asAnnexure 8.

Cautionary statement

Statements in the Board of Directors’ Report and the Management Discussion &Analysis describing the Company’s objectives expectations or forecasts may be withinthe meaning of applicable securities laws and regulations. Actual results may differmaterially from those expressed in the statement. Important factors that could influencethe Company’s operations include global and domestic demand and supply conditionsaffecting the selling prices of finished goods input availability and prices changes ingovernment regulations tax laws economic developments within the country and otherfactors such as litigation and industrial relations.

Acknowledgements

Your directors take this opportunity to place on record their sense of gratitude to thebanks financial institutions central and state Government departments and localauthorities for their guidance and support. Your directors are also grateful to thecustomers suppliers and business associates of the Company for their continuedco-operation and support. Your directors express their deep appreciation for thecommitment dedication and hard work put in by the employees at all levels. Lastly yourdirectors are grateful for the confidence and faith shown in them by the shareholders ofthe Company.

For and on behalf of the Board of Directors

Prakash P. Chhabria
23rd May 2018 Executive Chairman
Pune DIN :00016017