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Foseco India Ltd.

BSE: 500150 Sector: Industrials
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OPEN 1257.40
52-Week high 1650.00
52-Week low 840.00
P/E 39.83
Mkt Cap.(Rs cr) 789
Buy Price 1230.00
Buy Qty 1.00
Sell Price 1298.00
Sell Qty 12.00
OPEN 1257.40
CLOSE 1257.40
52-Week high 1650.00
52-Week low 840.00
P/E 39.83
Mkt Cap.(Rs cr) 789
Buy Price 1230.00
Buy Qty 1.00
Sell Price 1298.00
Sell Qty 12.00

Foseco India Ltd. (FOSECOIND) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 62nd Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the yearended 31 December 2018.

Financial Highlights (All Figures in Lakhs)

Particulars Accounting year ended Accounting year ended
31-Dec-2018 31-Dec-2017
Total Revenue from Operations 36215.58 37868.79
Operating Expenses (30733.55) (32482.36)
Earnings before interest tax depreciation and amortisation (EBITDA) 5482.03 5386.43
Finance Cost (20.87) (35.26)
Depreciation and amortisation expense (453.90) (534.13)
Profit Before Tax (PBT) 5007.26 4817.04
Total Tax Expense (1803.61) (1659.63)
Profit for the Period (PAT) 3203.65 3157.41
Other Comprehensive Income net of tax (81.00) (25.50)
Total Comprehensive Income for the Year 312265 3131.91
Balance brought forward from previous year 8341.41 7060.01
Amount available for appropriation 11464.06 10191.92
Interim Dividends 957.97 830.24
Final Dividend (Proposed) 766.38 447.05
Tax on Dividends (Interim and Final) 352.93 260.03
Transferred to General Reserves -- 313.19
Total Retained Earnings 9386.78 8341.41

Indian Accounting Standards (Ind-AS)

The Ministry of Corporate Affairs (MCA) had notifiedthe Indian Accounting Standards(Ind-AS) applicable to certain classes of companies. Ind-AS has replaced the existingIndian GAAP prescribed under Section 133 of the Companies Act 2013 read with Rule 7 ofthe Companies (Accounts) Rules 2014.

Upon being applicable the Company has adopted Ind-AS from 1 January 2018 andaccordingly the transition has been carried out from the Accounting Principles generallyaccepted in India as specified under Section 133 of the Companies

Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 (previous GAAP) toInd-AS 101 "First time adoption of Indian Accounting Standards". The impact oftransition has been recorded in opening reserves as at 1 January 2017 and the periodspresented have been restated / reclassified. The reconciliation and descriptions of theeffect of the transition from Indian GAAP to Ind-AS have been provided in the notesforming part of separate financial statements.

Financial Year of the Company

Your Company follows the Calendar Year from 1st January to 31st December as itsFinancial Year.

Transfer to Reserves

In accordance with Ind-AS the earnings for the year will be retained in the Statementof Profit and Loss. For the year 2018 no amount will be transferred to the GeneralReserves as was done in the earlier years. In the previous year an amount of 313.19 Lakhswas transferred to the General Reserves Account.


During the year your Directors declared two Interim Dividends as detailed below:

Particulars of Dividend Date of declaration Record Date Dividend % Dividend per share
1st Interim Dividend 18 July 2018 28 July 2018 70 7
2nd Interim Dividend 26 October 2018 10 November 2018 80 8

Your Directors are pleased to recommend for approval of the Members a Final Dividendof 10/- per share (i.e. 100%) on an Equity Share of 10/- each for the financial yearended 31 December 2018 taking the total dividend to 25/- per share (i.e. 250%) (previousyear 25 per share i.e. 250%).

The total pay-out of the two Interim Dividends for the financial year ended 31 December2018 and Final Dividend for the financial year ended 31 December 2017 inclusive ofdividend distribution tax aggregated to 2077.28 Lakhs as compared to 1537.32 Lakhs in theprevious period.

Report on Corporate Governance & Management Discussion & Analysis

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 a separate section titled Report on CorporateGovernance together with a Certificate from the Practicing

Company Secretary forms part of this Annual Report.

A detailed Management Discussion and Analysis is included as a part of this AnnualReport.


Your Company does not have any subsidiary / subsidiaries within the meaning of Section2 of the Companies Act 2013

("Act"). Therefore a statement under the provisions of Section 129(3) of theAct containing salient features of the financial statements of the Company's subsidiariesin Form AOC-1 is not attached as the same is not applicable in the case of yourCompany.

Public Deposits

The Company has not accepted any deposits from the public and accordingly no amount wasoutstanding as on the date of the Balance Sheet.

Extract of the Annual Return

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013an extract of the Annual Return in Form No. MGT 9 at the financial year ended 31 December2018 is given inAnnexure A which forms part of this Board Report.

Delisting of the Company's Shares from the Bombay Stock Exchange

The Company's Equity Shares are listed on the Bombay Stock Exchange Limited (BSELimited) and the National Stock Exchange of India Limited. The Board of Directors proposeto delist the Company's Equity Shares from the BSE Limited. In compliance with the SEBI(Delisting of Shares) Regulations 2009 as amended from time to time the Company willmake an application for delisting from the BSE Limited. However the Company's EquityShares will continue to remain listed on the National Stock Exchange of India Limitedwhich provides nation-wide trading terminals.

Amendment to the Articles of Association

The Board of Directors proposes to amend the Articles of Association of the Company(AOA) to bring it in line with the Companies Act 2013 as amended from time to time. Nochanges are proposed to be made to the Memorandum of the

Association of the Company. In this regard a Special Resolution for effectingamendment to the AOA is carried in the

Notice of the Annual General Meeting.

Number of Meetings of the Board

The Board of Directors met four times during the year 2018 on the following dates: 1February 2018 23 April 2018 18 July 2018 and 26 October 2018. The information on theMeetings is given in the Report on Corporate Governance that forms part of this AnnualReport. The intervening gap between any two meetings was within the period of 120 daysprescribed by the Companies Act 2013.

Directors and Key Managerial Personnel

Mr. Pradeep Mallick Independent Director and Chairperson of the Company retired witheffect from 25 April 2018 as he has attained the age of 75 years. Ms. Merryl FranceDurrenbach a Non-Executive and Non-Independent Director resigned with effect from 26October 2018 from the Directorship of the Company due to a change in her role andresponsibilities. Accordingly her nomination was withdrawn by the Holding Company FosecoOverseas Limited. The Board places on record its appreciation of the valuablecontributions made by them during their tenure as Directors of the Company. In terms ofthe provisions of the Companies Act 2013 and the Articles of Association of the Company Mr.Glenn Allan Cowie (DIN: 07163534) a Non-Executive and Non-Independent Director on theBoard of the Company who is a nominee of the Promoter Company Foseco Overseas Limitedretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. He has submitted a declaration that he is eligible forappointment. The

Board recommends his re-appointment. A brief resume and other relevant details of hisre-appointment is provided in the Corporate Governance Report which forms part of thisAnnual Report.

The Board of Directors at its Meeting held on 26 October 2018 based on therecommendation of the Nomination and Remuneration Committee has appointed Mr. RaviMoti Kirpalani (DIN: 02613688) as an Additional Independent Director for a period of 5years with effect from 26 October 2018 to 25 October 2023 subject to the approval of theMembers of the

Company at the ensuing Annual General Meeting. He has also been appointed theChairperson of the Company.

The Board of Directors at its Meeting held on 25 January 2019 based on therecommendation of the Nomination and Remuneration Committee has appointed Mr. GuyFranklin Young (DIN: 08334721) as an Additional Director of the

Company with effect from 25 January 2019 subject to the approval of the Members of theCompany at the ensuing Annual

General Meeting. Mr. Guy Franklin Young was nominated as a Non-ExecutiveNon-Independent Director on the Board of the Company by the Holding Company FosecoOverseas Limited.

The Board of Directors hereby affirms that Mr. Ravi Moti Kirpalani and Mr. Guy FranklinYoung are not debarred from holding the Office of Director by virtue of any order passedby SEBI or any other such authority and are therefore not disqualified to be appointed asthe Directors.

Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. Ajit Shah(DIN: 02396765) was appointed as Independent Director at the Annual General Meetingof the Company held on 27 March 2015. The terms and conditions of his appointment is asper Schedule IV of the Act. Mr. Ajit Shah is seeking re-appointment for a secondconsecutive term commencing from 26 April 2019 to 10 October 2021 being the date when heattains the age of 75 years.

The Company has received declarations from both the Independent Directors that theymeet the criteria of independence as prescribed under Section 149(6) of the Companies Act2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and there has been no change in the circumstances which may affect theirstatus as Independent Director during the year.

Mr. Sanjay Mathur (DIN: 00029858) was re-appointed as Managing Director of theCompany for a period of three years from 1 April 2016 to 31 March 2019 at the AnnualGeneral Meeting of the Company held on 26 April 2016. The Board of

Directors at its Meeting held on 25 January 2019 has re-appointed him as the ManagingDirector and Chief Executive Officer of the Company for a further period of 3 (three)years from 1 April 2019 to 31 March 2022 and have also fixed a ceiling on his remunerationon the recommendation of the Nomination and Remuneration Committee. The Board recommendshis re-appointment and fixation of his remuneration to the Members of the Company.

All the above appointments / re-appointments form part of the Notice of the AnnualGeneral Meeting and the Resolutions are recommended for your approval. Profiles of theseDirectors are given in the Report on Corporate Governance.

During the year no Non-Executive Director except the Nominee Directors appointed bythe Promoter Company has had any pecuniary relationship or transactions with the Company.The following persons are designated as Key Managerial Personnel of the Company:

1. Mr. Sanjay Mathur Managing Director

2. Mr. R Umesh Chief Financial Officer

3. Mr. Mahendra Kumar Dutia Controller of Accounts and Company Secretary.

There was no change in the Key Managerial Personnel during the year 2018.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that: a)in the preparation of the annual accounts the applicable accounting standards have beenfollowed with no material departures; b) they have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit of the Company for the same period; c) they havetaken proper and sufficient care for the maintenance of with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) they have prepared the annual accounts on agoing concern basis; e) they have laid down Internal Financial Controls in the Companythat are adequate and are operating effectively;and f) they have devised proper systems toensure compliance with the provisions of all applicable laws and that these are adequateand are operating effectively;

Policy on Directors' Appointment and Remuneration

The policy of the Company on Directors' Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided in Section 178(3) of the Companies Act 2013 adopted by theBoard is covered in the Report on Corporate Governance which forms part of this AnnualReport.

Performance Evaluation of the Directors

The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation by the Board of its own performance and that of the various Committees of theBoard and the individual Directors including the Chairperson. The framework of performanceevaluation of the Directors captures the following points:

- Key attributes of the Independent Directors that justify his / her extension /continuation on the Board of the Company;

- Participation of the Directors in the Board proceedings and his / her effectiveness;

More details on this subject is provided in the Report on Corporate Governance.

Composition of the Audit Committee

The Audit Committee comprises Mr. Ajit Shah as its Chairperson Mr. Ravi Moti Kirpalaniand Mrs. Indira Parikh all of whom are Independent Directors and Mr. Guy Young as aNon-Executive Non-Independent Member. More details on the Committee are given in theReport on Corporate Governance.

Adequacy of Internal Financial Controls (IFC)

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.

The internal financial controls are adequate and are operating effectively so as toensure orderly and efficient conduct of business operations. The internal controls aredesigned in a manner that facilitates achievement of three-pronged objectives viz. i)support the achievement of the Company's business objectives ii) mitigate risks toacceptable level and iii) support sound decision making and good governance.

The adequacy and effectiveness of the internal financial controls are demonstrated byfollowing the procedures as set out below: -i. The internal controls have been designed toprovide reasonable assurance with regard to recording and producing reliable financial andoperational information complying with applicable statutes safeguarding assets fromunauthorised use executing transactions with proper authorisation and ensuring compliancewith corporate policies. The Company has a well-defined delegation of power with authoritylimits for approving revenue as-well-as expenditure. Processes for formulating andreviewing annual and long-term business plans have been laid down. ii. The Audit Committeeperiodically deliberates on the operations of the Company with the Members of the

Management. It also sought the views of Price Waterhouse Chartered Accountants LLP whoare the Statutory Auditors on the internal financial control systems. iii. The Companyhas appointed P G Bhagwat Chartered Accountants as Internal Auditors of the Company. TheAudit Committee in consultation with the Internal Auditors formulates the audit planscope functioning and methodology which are reviewed every year in a manner that theycover all areas of operation. The Internal Audit covers inter alia monitoring andevaluating the efficacy and adequacy of internal control systems in the Company itscompliance with operating systems accounting procedures and policies at all locations andadequacy of insurance coverage of all assets. Periodical Internal Audit Reports aresubmitted to the Audit Committee to ensure complete independence which are thenextensively deliberated at every Audit Committee Meeting in the presence of the Internaland External Auditors. Based on the review by the Audit Committee process ownersundertake corrective actions in their respective areas and consider suggestions forimprovement. The Internal Auditors have expressed that the internal control system in theCompany is robust and effective. iv. The Board has also put in place requisite legalcompliance framework to ensure compliance of all the applicable laws and that such systemsare adequate and operating effectively. v. The Company's financial records are maintainedon the ERP System which is effective and adequate in line with the size of its operations.

Particulars of Loans Investments Guarantees and Securities

Your Company has neither advanced any loans nor made any investments or given anyguarantees and / or provided any securities to anybody whether directly or indirectlywithin the meaning of Section 185 of the Companies Act 2013. Hence there are no detailsworth providing.

Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered into by the Company during thefinancial year ended 31 December

2018 with related parties were on an arm's length basis and were in the ordinary courseof business. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material and thereforeMembers' approval was not required to be obtained in accordance with the Policy of theCompany on materiality of related party transactions. Thus provisions of Sections134(3)(h) and 188(1) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts)Rules 2014 are not applicable to the Company and therefore Form No. AOC-2 has notbeen attached.

In compliance with the requirements laid down in the SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 [SEBI (LODR)] all related party transactionswere placed before the Audit Committee for approval. Prior omnibus approval of the AuditCommittee had been obtained for transactions which were foreseeable and of repetitivenature. All transactions entered into with the related parties are presented to the AuditCommittee by way of a statement giving details of all transactions.

A new Regulation 23 (1A) inserted in the SEBI (LODR) vide SEBI Notification No.SEBI/LAD-NRO/GN/2018/10 dated 9 May 2018 which takes effect from 1 April 2019 lays downthat a transaction involving payments made to a related party with respect to brand usageor royalty shall be considered material if the transaction(s) to be entered intoindividually or taken together with previous transaction(s) during a financial yearexceed 2% of the annual consolidated turnover of the listed entity as per the last auditedfinancial statements of the listed entity.

Your Company makes payment of royalty to Foseco International Limited a group companyfalling within the definition of a related party. The amount exceeds 2% of the annualconsolidated turnover of the Company as per the audited financial statements of theCompany for the year ended 31 December 2018 and hence it is considered material.Therefore the royalty already paid or that will be paid to Foseco International Limitedduring the year ending on 31 December 2019 and which shall continue to be paid in thefuture till the existence of this contract agreement or arrangement is placed forapproval of the Members at the ensuing Annual General Meeting.

In accordance with Regulation 23(8) all existing "material" related partycontract agreement or arrangement by whatever name called entered into prior to thedate of notification of these Regulations and which may continue beyond such date shall beplaced for approval of the Members in the first General Meeting subsequent to notificationof these Regulations. Regulation 23(8) becomes applicable to the Company and in thisregard the existing Licence Agreement which is currently in force will be consideredmaterial with effect from 1 April 2019 requiring the Company to place the said LicenceAgreement for approval by the Members at the ensuing Annual General Meeting.

The Board of Directors have amended the Policy on Related Party Transactions to bringit in line with the amendment carried out in the Companies Act 2013 and the Rules madethereunder and the SEBI (LODR). The Policy on materiality of Related Party Transactionsand dealing with Related Parties as approved by the Board has been uploaded on theCompany's website at URL: FosecoIndia/View/policies.aspx. Your Directors drawattention of the Members to Note 30 attached to the financial statement which sets outrelated party disclosures.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and


Information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is given in Annexure B to this Report.

Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and also the Statement containingparticulars of employees as required under Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 is provided in AnnexureC forming part of this Report.

Auditors and Auditors' Report

Statutory Auditors

Price Waterhouse Chartered Accountants LLP (Firm registration no. - 012754N / N500016)Chartered Accountants 7th

Floor Business Bay Tower A Wing - 1 Airport Road Yerwada Pune – 411006 wereappointed as the Statutory Auditors in the 60th Annual General Meeting held on 27 April2017 by the Members of the Company to hold office as the Statutory

Auditors of the Company for a period of 5 years until the conclusion of the 65thAnnual General Meeting to be held in the year 2022 and the said appointment was subject toratification by members at every Annual General Meeting The Companies (Amendment) Act2017 has amended Section 139(1) of the Companies Act 2013 effective from 7 May 2018whereby first proviso to Section 139(1) is omitted which provided for ratification ofappointment of Statutory Auditors by the Members at every Annual General Meeting.

In view of the same the Board of Directors have proposed to ratify the appointment ofPrice Waterhouse Chartered

Accountants LLP as Auditors of the Company for the period of three years i.e. fromthe conclusion of the 62nd Annual

General Meeting to be held on 26 April 2019 till the conclusion of the 65th AnnualGeneral Meeting to be held in 2022. The Members of the Company should note that theSecurities Exchange Board of India ("the SEBI") had issued an order against thevarious firms of Price Waterhouse including Price Waterhouse Chartered Accountants LLPthe Statutory Auditors of your Company ("PwC" or "the PwC") whichinter alia directed that entities / firms practicing as Chartered Accountants in Indiaunder the brand and bannercertificateof audit of listedPWshallnotdirectlyorindirectlyissueany companies compliance of obligations of listedcompanies and intermediaries registered with SEBI and the requirements under the SEBI Act1992 the SCRA 1956 the Depositories Act 1996 those provisions of the Companies Act2013 which are administered by SEBI under section 24 thereof the Rules Regulations andGuidelines made under those Acts which are administered by SEBI for a period of two years.However Applicants / Appellants were allowed to complete their ongoing tasks till 31March 2018.

Later the Securities Appellate Tribunal of India ("the SAT") passed an orderon 15 February 2018 allowing PwC to continue with conducting audit of its existingclients till 31 March 2019 or till a Division Bench hears and decides the matter. Againstthe said order PwC went in to appeal to the Hon'ble Supreme Court of India. The Hon'bleSupreme Court thereafter vide their order dated 7 December 2018 inter alia held thatthe interim order of the SAT should continue to operate until 31 March 2019 or until theTribunal as properly constituted decides the appeal. Subsequently the PwC have obtainedan opinion from an Eminent Jurist who has opined that PwC can continue to act as theStatutory Auditors of their existing clients even beyond 31 March 2019 if the appealfiled by PwC to the SAT continues to remain pending till it is heard and disposed of.

The Directors recommend ratification of appointment of Auditors from the conclusion tothe ensuing Annual General

Meeting till the conclusion of the 65th Annual General Meeting to be held in 2022.

The observations of the Statutory Auditors on the annual financial statement for theyear ended 31 December 2018 including the relevant notes to the financial statement areself-explanatory and therefore does not call for any further comments. The Auditors'Report does not contain any qualification reservation or adverse remark or disclaimer.The Auditors' Report have been issued with unmodified opinion on the annual financialresults of the Company.

Report on Frauds if any

During the year under review no incidence of any fraud has occurred against theCompany by its officers or employees.

Neither the Audit Committee of the Board nor the Board of the Company has received anyreport involving any fraud from the Statutory Auditors of the Company. As such there isnothing to report by the Board as required under Section 134 (3) (ca) of the CompaniesAct 2013.

Cost Auditors

Joshi Apte & Associates Cost Accountants were appointed as the Cost Auditors ofthe Company to examine the Cost Records and submit the Cost Audit Report. The Company hasmaintained the required cost accounting records as per the Companies (Cost Records andAudit) Rules 2014 and is in compliance therewith. The Cost Audit Report in Form CRA-4relating to the year ended 31 December 2017 has already been filed with the Ministry ofCorporate Affairs

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder Rajesh Karunakaran & Co. Practicing Company Secretary (FCS 7441; CP No.6581) Pune was appointed to conduct a secretarial audit of the Company's Secretarial andrelated records for the year ended 31 December 2018. The Practicing Company Secretary hassubmitted the Report which is annexed as Annexure D to this Report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators or Courts whichwould impact the going concern status of the Company and its future operations.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism (which incorporates a whistle blowerpolicy) for Directors employees and business associates to report their genuineconcerns. The details of the same are provided in the Report on Corporate Governanceforming part of this Annual Report. The Policy is also available on the Company's websiteat URL:


Policies of the Company

Your Company has posted the following documents on its website at URL:FosecoIndia/View/policies.aspx.

- Code of Conduct;

- Familiarisation Programme for the benefit of the Independent Directors;

- Archival Policy;

- Policy for Determination of Material Events or Information;

- Policy of Preservation of Documents.

Risk Management Framework

The Board regularly monitors and reviews the risk management strategy of the Companyand ensures the effectiveness of its implementation. Your Directors take all necessarysteps towards mitigation of any elements of risk which in their opinion can impact theCompany's survival.

All the identified risks are managed through review of business parameters by theManagement and the Board of Directors are informed of the risks and concerns.

Corporate Social Responsibility (CSR)

The Board of your Company has constituted a CSR Committee. As on 31 December 2018 theCommittee comprises four Directors. A brief outline of the CSR Policy of the Company andthe initiatives undertaken by the Company on CSR activities during the year are set out inAnnexure E of this Report in the prescribed format of the Companies (CorporateSocial Responsibility Policy) Rules 2014. The CSR Policy is available on the website ofthe Company at URL: FosecoIndia/


Disclosure under the Sexual Harassment of Women at Workplace (Prevention

Prohibition and Redressal) Act 2013.

Your Company has in place a Policy in line with the requirements of The SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.

An Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

Your Directors have to report that during the year under review neither anycomplaints of sexual harassment were received by it from the ICC nor were there anycomplaints relating thereto which required any disposal thereof.


Employee relations throughout the Company were harmonious. Your Board of Directorswould like to place on record their sincere appreciation for the wholehearted support andcontributions made by all the employees of the Company as well as customers suppliersbankers and other authorities.

The Directors also thank the Central and State Governments/GovernmentDepartments/Agencies for their co-operation. The Board of Directors thanks all thestakeholders of the Company and the parent Company for their valuable support.

For and on behalf of the Board of Directors
Ravi Moti Kirpalani
Place: Pune Chairperson
Date: 25 January 2019 DIN: 02613688