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G G Dandekar Machine Works Ltd.

BSE: 505250 Sector: Engineering
NSE: N.A. ISIN Code: INE631D01026
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NSE 05:30 | 01 Jan G G Dandekar Machine Works Ltd
OPEN 44.40
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VOLUME 139
52-Week high 56.80
52-Week low 23.80
P/E
Mkt Cap.(Rs cr) 21
Buy Price 43.25
Buy Qty 10.00
Sell Price 44.30
Sell Qty 34.00
OPEN 44.40
CLOSE 42.30
VOLUME 139
52-Week high 56.80
52-Week low 23.80
P/E
Mkt Cap.(Rs cr) 21
Buy Price 43.25
Buy Qty 10.00
Sell Price 44.30
Sell Qty 34.00

G G Dandekar Machine Works Ltd. (GGDANDEKAR) - Director Report

Company director report

To the Members

G. G. DANDEKAR MACHINE WORKS LIMITED

Your Directors have pleasure in presenting the 80 Annual Report with the Audited AnnualAccounts of the Company for the year ending 31 March 2019.

FINANCIAL PERFORMANCE

(Amt in Rs. Lakhs)

Particulars 2018-19 2017-18
Total Income 532.55 989.64
Profit/(Loss) before exceptional items and tax (307.49) (381.81)
Exceptional Items (109.12) -
Profit before tax (416.61) (381.81)
Tax Expense (Current and Deferred Tax) (0.26) 79.80
Net Profit/(Loss) for the period (416.35) (461.62)
Other Comprehensive Income (79.42) 683.44
Total Comprehensive Income for the year net of tax (495.77) 221.82

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2018-19.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

1. This section includes discussion on the following matters within the limitsset by the Company's Competitive position:

(A) INDIAN ECONOMY

India is still the fastest growing major economy in 2018-19.India's ranking improved by23 to 77 position in 2018 among 190 countries assessed by the World Bank Doing Business(DB) Report 2019. The Growth of GDP moderated to 6.8 per cent in 2018-19 from 7.2 percent in 2017-18.Inflation contained at 3.4 per cent in 2018-19.Prospects of pickup ingrowth in 2019-20 subject to further increase in private investment and acceleration inconsumption.

Agriculture sector in India typically goes through cyclical movement in terms of itsgrowth. Gross Value Added (GVA) in agriculture improved from a negative 0.2 per cent in2014-15 to 6.3 per cent in 2016-17 but decelerated to 2.9 per cent in 2018-19. 89% ofgroundwater extracted is used for irrigation. Hence focus should shift from landproductivity to 'irrigation water productivity'. Thrust should be on micro-irrigation toimprove water use efficiency.

The Indian food industry the food and grocery market is the 6th largest market in theworld and it contributes to 70% of the total sales. Talking about the contribution withinthe country the food processing industry has a share of 32% in the nation's total market.In terms of production consumption and exports it is ranked as the 5th largest industryin India. The Indian gourmet food market is valued at USD 1.3 billion and is growing atCAGR of 20%.The Government of India has allowed 100 per cent FDI in marketing of foodproducts and in food product e-commerce under the automatic route.The food industry inIndia has in the last few years seen a lot of foreign investment. The CII haspredicted that the food processing sector has the potential to attract around USD 33billion FDI in the next ten years. It has brought in many overseas players as rice millingmachinery suppliers which has drastically increased competition in the industry.

The Government has set a target of doubling of farmers' income by the year 2022. TheGovernment has constituted an Inter-Ministerial Committee. Parallely the Government isaiming to reorient agriculture sector by focusing on income centeredness. In order torealise net positive returns for the farmer schemes are being promoted and implemented ina major way through the States/UTs. A Minimum Support Price (MSP) is notified for bothKharif& Rabi crops based on the recommendations of the Commission on Agriculture Costs& Prices (CACP). The Government has increased the Minimum Support Prices (MSPs) of allkharif crops for 2018-19 Season with the pre-determined principle of fixing the MSPs at alevel of at least 150 percent of the cost of production announced by the Union Budget for2018-19.The price rise in raw material paddy puts extra pressure on rice millers as marketprice for rice remains steady.

For an agri based industry rainfall prediction is a key factor and any deviation tonormal rainfall affects it adversely. Last year Rains were 91 percent of the long-termaverage at the end of the July-September monsoon season compared with a forecast of 97percent. Overall normal rainfall will be useful for rice production and in turn willmaintain demand for Rice Milling Machinery.

(B) INDUSTRY STRUCTURE AND DEVELOPMENT

The Company's main business is to manufacture Food Processing Machineries especiallyfor Rice Milling. A rice milling machine should ensure consistency in quality of the endproduct and hence enhance the economic value of the raw material. With over a century ofexperience the Company products are benchmark for the Rice Milling industry. The Companyalso offers consolidated solutions for Rice Milling projects from conceptualization ofturnkey mill to improving and modifying existing mills and enriched with the experience ofsuccessful business and installation of machineries in all regions and globally.

(C) OPPORTUNITIES AND THREATS

The rice mill machinery business has seen lot of changes during last few years which islikely to change the way traditionally business is done. Every year new overseas playersare entering Indian rice milling machinery market with their latest technology throughvarious routes like buying out existing companies direct marketing through own subsidiarycompany by appointing local agents etc. The rice milling machinery market is shiftingfrom Traditional machines to newly introduced machinery mainly by overseas players. Thegrowth in competition and technology has compelled existing players to shift fromtraditional machines to new technology machines.

Sensing the shift in the market the company has consolidated its business intraditional machinery and is working on development of machinery with latest technology.The Company alway shad a focus on Research & Development activities and hassuccessfully upgraded traditional products.The company is in process of developing severalnew products.

To tap government funded projects the Company is working in tune with the governmentinitiative to promote farmers consortium for rice milling activity. It has developed smallcapacity mills to cater to these requirements. This activity has opened up a new marketfor small capacity full mill business.

The company is also working on joining hands with experienced manpower having knowledgeof latest technology manufacturing techniques and process technology required by themarket. The company has experienced good demand for latest products from its loyalcustomers and will be able to tap it with the present on going activities as mentionedabove.

To increase footprint the Company has supplied and commissioned several full millsacross India which are good reference to attract new buyers. It addresses business in newgrowing markets and helps to reduce dependency on traditional markets.I t will help thecompany to maintain business equilibrium averaging business coming in from many regions.

(D) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE

The Company has maintained its customer base and leadership in traditional flagshipproducts like Dandekar Cone Polishers and Table type Paddy Separator. In current marketscenario New Product Development is an ongoing continuous activity and the Company hasprogressed well with addressing more than 21% business through new products. The Companyhas done major business in Polishing and Grading section.

(E) OUTLOOK

India is the second largest producer of rice after China and the largest exporter inthe world. It supplies almost 20% of the total rice exports. The country did suffer fromfinancial stress due to weak international demand and excess of paddy supply but it isbeen expected that it would rebound in coming years.

In the last one decade the rice industry in India has seen a major transformation dueto the growth of branded businesses in that of the domestic market and a strong impetus toexport. The prominence of this industry has attracted a significant number of traders andbuyers from all over the world. In the near future the demand for export of rice is beenexpected to improve further with China and Iran increasing their imports of Indian rice.Along with that the steady domestic demand growth would add to the overall improvementfor the industry.

In India rice sales are largely unbranded in nature. The unbranded unorganised sectoraccounts for around 60% market share. However the rising penetration of organised retailas well as customer awareness have forced players to turn their attention towardsestablishing brands. These brands and overseas buyers look for branded rice millingmachineries to process the rice with better hygiene and quality increasing demand formachinery with latest technology.

Also in last few years there has been an increase in the number of foreign players inthe rice milling market in the country. The reason lies in the supportive policies andregulations which promote new rice mills and the government offers various facilities tothe new entrants in the market. This has offered flourishing market for the internationalrice milling machinery manufacturers in India or overseas.

(F) RISK AND CONCERNS

Risks of critical importance have been identified over a period of time. These risksare ranked on the basis of their impact on company's business and likelihood of theiroccurrence. A cross functional team takes stock of these risks and calls for necessarymeasures to mitigate the risks from the concerned risk owners. The risk owners thenproduce action plans for risk mitigation which is then evaluated by the team. New risksare added with the changes in economic and market scenarios and undergo the same process.

Identified risks include:

• Latest technology superseding traditional products: Overseas entrants and theirssubsidiaries has brought in new technology and it is picking up eating market share oftraditional machines.

• Reduction in rice millers margin reducing their investment budgets: Steadymarket prices Minimum support price for paddy from government rising labour cost etc.has reduced Rice millers margin which has affected the requirement of new rice mills andmachineries.

• Rise in low cost local machinery manufacturers dividing existing businessamongst many smaller suppliers.

(G) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiencyaccuracy and promptness in financial reporting and compliance of various laws andregulations.

The internal control system is supported by the internal audit process. An InternalAuditor has been appointed for this purpose. The Audit Committee of the Board reviews theInternal Audit Report and the adequacy and effectiveness of internal controlsperiodically.

(H) COMPANY'S FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the financial year under review your company has achieved turnover of Rs.476.84 Lakhs (previous year Rs. 880.07 Lakhs). The Loss before exceptional items and taxfor the period is Rs. 307.49 Lakhs (as against Loss of Rs. 381.81 Lakhs during FY2017-18). The net loss for the period is Rs. 495.77 Lakhs (as against net profit aftertaxes Rs. 221.82 Lakhs during FY 2017-18).

(I) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT INCLUDINGNUMBER OF PEOPLE EMPLOYED

The Company seeks to recruit and retain quality industry professionals and provide themwith a high performance environment.

During the financial year total workforce of the Company stands at 73.

(J) ENVIRONMENT

The Company takes due care in the selection and usage of appropriate material andmethods in order to avoid violationof norms formulated to safeguard the environment.

(K) CAUTIONARY STATEMENT

Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute "forward looking statements" within the meaning of applicable lawsand regulations. Actual results might differ materially from those either expressed orimplied.

(L) LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited whereyour Company's shares are listed.

(M) COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31 March 2019 the Company has no subsidiary company.

The Board presents Audited standalone Financial Statements as prepared in compliancewith the Indian Accounting Standards and the Listing Regulations.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

Details of significant changes i.e. change of 25% or more as compared to theimmediately previous Financial Year in key financial ratio along with detailedexplanation therefore:

Sr. No. Particulars Ratio as on 31 March 2019 Ratio as on 31 March 2018 % of Change Explanation if any
i. Debtors' Turnover 15.45 27.73 12.28 Due to decrease in Turnover
ii. Inventory Turnover 2.33 3.28 0.95 Due to decrease in turnover.
iii. Interest Coverage Ratio NA NA The Company does not have any interest cost.
iv. Current Ratio 0.94 1.16 (0.22) Due to increase in Trade Payables.
v. Debt Equity Ratio NA NA The Company does not have any borrowings.
vi. Operating Profit Margin (%) (87.37) (43.38) 43.99 Not Applicable.
vii. Net Profit Margin (%) (87.13) (52.45) 34.68 Not Applicable.

RETURN ON NET WORTH:

Details of change in Return on Net Worth as compared to the immediately previousFinancial Year as follows:

Sr. No. Particulars Ratio as on 31 March 2019 Ratio as on 31 March 2018 % of Change Explanations
1 Net Worth (11.79) (9.47) 2.32 During the year the Company has incurred losses. Consequently return on net worth has decreased.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION 134OF THE COMPANIES ACT 2013 RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OFTHE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

EXTRACT OF ANNUAL RETURN:

As required under Section 134(3)(a) of the Act read with the Companies (Management andAdministration) Rules 2014 an extract of the Annual return in the prescribed form isattached as 'Annexure I' to this Report.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review Five Board Meetings were convened and held. The detailsof which are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act in respect of Directors'Responsibility Statement your Directors state that: st

a) in the preparation of the annual accounts for the year ended 31 March 2019 theapplicable accounting standards had been followed and there were no material departuresfrom the applicable accounting standards;.

b) accounting policies as mentioned in Notes to the Financial Statements have beenselected and applied consistently. Further judgments and estimates have been made that arereasonable and prudent so as to give

a true and fair view of the state of affairs of the Company as at 31 March 2019 and ofthe profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively and

f) proper systems to ensure compliance with the provisions of all applicable laws werein place and thatsuch systems were adequate and operating effectively.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directorsunder Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure requirements) Regulations 2015 that they meet the criteria of independenceas laid down.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board had on the recommendation of the Nomination and Remuneration Committee framedand adopted a policy for selection and appointment of Directors Key Managerial Personnel(KMP) and Senior Management Personnel and their remuneration. The policy is appended as 'AnnexureII' to this Report.

AUDITORS

a. Statutory Auditors

As per the provisions of Section 139 of Companies Act 2013 M/s. Joshi & KulkarniChartered Accountants Pune Statutory Auditors of the Company were appointed in the AGMheld for the financial year 2014 for a period of five years. The tenure of the Auditors isgoing to be completed till the conclusion of this Annual General Meeting for the financialyear 2019 as contemplated by the provisions of Section 139 of the Companies Act 2013. .

The Audit Committee has recommended M/s Kulkarni Soman & Associates CharteredAccountants Pune for appointment as Statutory Auditors for a period of five years to holdoffice from this Annual General Meeting till the conclusion of 85 Annual General Meetingof the Company.

The Company has received necessary certificate from the proposed Statutory Auditors asrequired under Section 139(1) of the Companies Act 2013 stating that this appointment ifmade will be in accordance with the provisions of Companies Act 2013.

You are requested to consider the appointment of M/s Kulkarni Soman & AssociatesChartered Accountants Pune as the Statutory Auditors of the company in accordance withthe provisions of section 139 of the Companies Act 2013.

b. Secretarial Auditor

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 Mr. Mahesh Athavale Practicing Company Secretary (Membership No. FCS 2412 CPNo. 1488) to undertake the Secretarial Audit of the Company.

c. Cost Auditor

The Company has appointed Mr. Harshad S. Deshpande Cost Accountant (Membership No.25054) Pune as Cost Auditors for maintenance of Cost records.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT2013

Your Company has not given any loan or guarantee or security or made any investment ascontemplated by Section 186 of the Companies Act 2013 during the financial year underreview.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL AUDIT REPORT:

There are no qualifications reservations or adverse remarks or disclaimers made by M/sJoshi & Kulkarni Statutory Auditors in their Audit report and Mr. Mahesh AthavaleCompany Secretary in Practice in his Secretarial Audit Report has provided below mentionedqualification:

a. Annual Return in respect of the financial year ended 31st March 2018 was filed withadditional fees in the month of January 2019.

b. The Company has not disclosed the name designation address email id and phonenumber of the person responsible to address the grievances connected with facility fore-voting by electronic as required under the Section 108 read with rule 20 of Companies(Management and Administration) Rules 2014.

c. The Company has not complied with the provisions of Section 124 of the CompaniesAct 2013 and the Investor

Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016read with the relevant circulars and amendments thereto except filing of e-form No.IEPF 1 and IEPF6.

d. There were delay in filing of few e-forms with the Registrar of Companies Mumbai.

e. The Company was a delay of ten minutes in submission of outcome of the Board Meetingto the Stock Exchange as required under the Regulation 30 read with Part A of Schedule IIIof the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 due to technical error.

Reply:

a. The Management will ensure and take appropriate steps for timely submission ofvarious forms and returns as required under Companies Act 2013.

b. The Company has mentioned details steps and procedures of e-voting pursuant to theapplicable provisions of the Companies Act 2013 in the Notice of the Annual GeneralMeeting held for the financial year 2017-18.However a specific name designationaddressemail id and phone number of the person responsible to address the grievances connectedwith facility for e-voting is not mentioned. The Company shall take due care andreasonable steps for the same in future.

c. Considering the reconciliation issues with Bank in relation to balance in UnpaidDividend Account the Company was not able to comply with Section 124 of the CompaniesAct 2013 and the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 and relevant Notification issued in this regard. HoweverCompany has transferred Unpaid Dividend of FY 2010-11 to IEPF along with correspondingequity shares as on the date of this Report.

d. The Management will ensure and take appropriate steps for timely submission ofvarious forms and returns as required under Companies Act 2013.

e. There were some technical difficulties while filing and hence the delay was caused.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION(1) OF SECTION 188:

Pursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 the particulars of contracts or arrangementsentered into by the Company with Related Parties have been done at arm's length and are inthe ordinary course of business. Hence no particulars are being provided in Form AOC-2.

The disclosures as per IND-AS 24 for transactions with related parties are provided inthe Financial Statements of the Company.

STATE OF COMPANY'S AFFAIRS:

Discussion on state of Company's affairs has been covered in the Management Discussionand Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered inNotes to the financial statements of the company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OFREPORT:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy and Technology Absorption:

Pursuant to Section 134 (3) (m) of the Act read with Rules there under the reportregarding conservation of energy technology absorption is annexed herewith as'Annexure IV'

B. Foreign exchange earnings and Outgo:

Sr. No. Particulars Amount in `
i) Foreign Exchange earned in terms of actual inflows during the year Nil
ii) Foreign Exchange outgo during the year in terms of actual outflows Nil

RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified are systematically addressedthrough risk mitigating actions on a continuing basis. These are discussed at the meetingsof the Audit Committee and the Board of Directors of the Company from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As Net worth of the Company is not more than Rs. 500 crore its turnover is not morethan Rs. 1000 crore and its net profit is not more than Rs. 5 crore consequently theprovisions of section 135 of the Companies Act 2013 are not applicable to the Company.The Company is not required to constitute the Corporate Social Responsibility frame theCSR policy or spend the amount on CSR

BOARD EVALUATION:

Pursuant to provisions of the section 134(3)(p) 149(8) and Schedule IV of theCompanies Act 2013 and Regulation 17 of SEBI Listing Regulations annual performanceevaluation of Directors as well as of the Audit Committee Nomination & RemunerationCommittee and Stakeholders' Relationship Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entireBoard and the Performance Evaluation of Chairman and Non-Independent Directors was carriedout by the Independent Directors.

The manner in which the evaluation has been carried out has been provided in theCorporate Governance Report.

DETAILS OF SUBSIDIARIES JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

Your Company does not have any subsidiary joint venture or associate company;therefore it is not required to give details as required under Rule 8(5)(iv) of Companies(Accounts) Rules 2014 during the financial year under review.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:

Your Company does not have any subsidiary joint venture or associate company;therefore it is not required to give details as required under Rule 8(1) of Companies(Accounts) Rules 2014 during the financial year under review.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There has been no change in the nature of business during the financial year underreview.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR2018-19:

During the year under review:

Mr. Aneesh Parwani was appointed and designated as Company Secretary and ComplianceOfficer of the Company w.e.f. 01 June 2018 and subsequently resigned from the office ofCompany Secretary and Compliance Officer of the Company w.e.f. 16 November 2018. TheCompany has thereafter appointed Mr. Ajay Shrivastava as Company Secretary and ComplianceOfficer of the Company w.e.f. 14 February 2019. rd Mr. Sanket Gunjikar Chief FinancialOfficer of the Company has resigned from his post w.e.f. 03 December 2018 and in hisplace Mr. Mahavir Barlota appointed as Chief Financial Officer of the Company w.e.f. 14February 2019.

However after the end of financial year and as on the date of this report Mr. RajeshD. Phadke (DIN: 02749329) Non-Executive and Independent Director has resigned w.e.f.16.05.2019 and Mr. Pawan J. Rathi (DIN: 06669485) appointed as Additional (Non-Executiveand Independent) Director on the Board w.e.f. 16.05.2019.

DIRECTOR(S) PROPOSED TO BE APPOINTED / RE-APPOINTED AT THE ENSUING ANNUAL GENERALMEETING

Mr. Madhav Chandrachud (holding DIN 06419028) who retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment. The Companyhas also received the requisite disclosure / declaration from Mr. Madhav Chandrachud.

Considering the same the Board recommends the Ordinary resolution for hisre-appointment as Non-Executive Director.

Mr. Pawan Rathi (holding DIN 06669485) was appointed as an Additional Director(Non-Executive and Independent) on 16 May 2019 on the recommendation of the Nominationand Remuneration Committee who shall hold office till the conclusion of the ensuingAnnual General Meeting. The Board considering his expertise knowledge and experience inthe fields of accounts finance and banking subsequently considered his appointment asNon-Executive Independent Director of the Company for a period of 5 (five) years witheffect from 16 May 2019.

Considering recommendation of Nomination and Remuneration Committee and performance ofMr. Pawan Rathi the Board of Directors of the Company has requested to the members forhis appointment as Independent Director for a term of 5 years.

Considering the same the Board recommends the Ordinary resolution for his appointmentas Independent Director.

Mr. Saurabh Patwardhan (holding DIN 03056479) was appointed as Non-Executive andIndependent Director on 31 July 2014 on the recommendation of the Nomination andRemuneration Committee who shall hold office till the conclusion of the Annual GeneralMeeting held on 11 September 2014. The Board considering his expertise knowledge andexperience in the fields of finance & marketing subsequently ratified his appointmentas approved by the Members as Non-Executive Independent Director of the Company for aperiod of 5 (five) years till10 September 2019.

Considering recommendation of Nomination and Remuneration Committee and performance ofMr. Saurabh Patwardhan the Board of Directors of the Company has requested to the membersfor his re-appointment as Independent Director for a second term of 5 years as perapplicable provisions of Companies Act 2013.

Considering the same the Board recommends the Special resolution for hisre-appointment as Independent Director.

The brief resumes and other details relating to Director(s) who is/are proposed to beappointed /re-appointed as required to be disclosed under Regulation 36(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 form part of theExplanatory Statement to the Notice of the Annual General Meeting.

The resolutions seeking approval of members for the appointment and re-appointment ofthese Directors have been incorporated in the Notice of the forthcoming Annual GeneralMeeting of the Company.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013:

Your Company has not accepted any deposits under the provisions of Section 73 of theCompanies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014 as amendedfrom the public or its employees etc. during the year under review.

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

The Company has not received any such order from Regulators Courts or Tribunals duringthe year which may impact the Going Concern Status or the Company's operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference tofinancial statements.

Regular management oversight and rigorous periodic testing of internal controls makesthe internal controls environment strong at the Company. The Audit Committee along withManagement overseas results of the internal audit and reviews implementation on a regularbasis.

BOARD COMMITTEES:

Your Company has in place the Committee(s) as mandated under the provisions of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. There are currently three committees of the Board namely:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders' Relationship Committee.

Details of the Committees along with their charter composition and meetings heldduring the year are provided in the Corporate Governance Report which forms part of thisreport

INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed at 'Annexure V' tothis report.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism('the Policy'). This has provided a mechanism for directors and employees of the Companyand other persons dealing with the Company to report to the Chairman of the AuditCommittee any instance of unethical behavior actual or suspected fraud or violation ofthe Company's code of conduct. The policy has also been uploaded on the Company's website.

CASH FLOW

A cash flow statement for the year ended 31 March 2019 is attached to the Balance Sheetas a part of Financial Statements.

CORPORATE GOVERNANCE:

In terms of Regulation 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a report on the Corporate Governance along with thecertificate of compliance from the Auditors forms part of the Annual Report.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.

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.

There were no complaints received for sexual harassment during the year 2018-19

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Particulars of employees pursuant to section 197 of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided in the Annual Report.

The information as required under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be provided upon request by anymember of the Company. In terms of Section 136(1) of the Companies Act 2013 the Reportand the Accounts are being sent to the members excluding the said Annexure. Any memberinterested in obtaining copy of the same may write to the Company Secretary at theRegistered Office of the Company.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTORFROM THE COMPANY'S HOLDING OR SUBSIDIARY COMPANY:

There were no instances of receiving remuneration or commission by a Managing or Wholetime Director of the company from its holding or subsidiary company during the FY 2018-19requiring the disclosure under section 197(14) of the Companies Act 2013.

EVENT BASED DISCLOSURES IN DIRECTORS REPORT:

The Company has not issued any shares with differential voting rights or Sweat Equityshares or shares under ESOP. The Company has not provided any money to its employees forpurchase of its own shares hence the company has nothing to report in respect of Rule4(4) Rule (13) Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures)Rules 2014.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report submitted by Company Secretary in Practice according tothe provisions of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as a partof this report as 'Annexure III'.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the contribution madeand support provided to the Company by the shareholders employees and bankers during theyear under the report.

For and on behalf of the Board of Directors
Sd/-
Place: Pune Nihal G. Kulkarni
Date: 06th August 2019 (DIN: 01139147)
Chairman