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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
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OPEN 58.95
CLOSE 56.65
VOLUME 695
52-Week high 90.00
52-Week low 56.05
P/E
Mkt Cap.(Rs cr) 28
Buy Price 56.00
Buy Qty 200.00
Sell Price 62.25
Sell Qty 7.00

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

Company director report

for the Financial Year 2017-18

To the Members

G. G. DANDEKAR MACHINE WORKS LIMITED

Your Directors have pleasure in presenting the 79 Annual Report with the Audited AnnualAccounts of the Company for the year ending 31 March 2018.

FINANCIAL PERFORMANCE

Particulars 2017-18 2016-17
Total Income 989.64 1283.34
Profit/(Loss) before exceptional items and tax (381.81) (252.13)
Exceptional Items - -
Profit before tax (381.81) (252.13)
Tax Expense (Current and Deferred Tax) 79.80 2.12
Net Profit/(Loss) for the period (461.62) (254.25)
Other Comprehensive Income 683.44 781.00
Total Comprehensive Income for the year net of tax 221.82 526.75

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2017-18.

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

The IMF's latest World Economic Outlook (WEO) report expects India to grow at 7.4 percent in 2019 and 7.8 per cent in 2020. According to its data in 2020 India is expectedto post the highest rate of growth worldwide.

Growth in India is projected to increase lifted by strong consumption andimplementation of the GST. Over the medium term growth is expected to gradually rise withcontinued implementation of reforms and increased private investment. Private investmentfinancing of stalled projects and continued government's push for Make in India isexpected to contribute to this growth.

The companies engaged in the engineering sector are virtually on a roll. Capacitycreation in sectors like infrastructure power mining oil & gas refinery steelautomotive and consumer durables has been driving demand in the engineering sector.Separately the approval of significant number of special economic zones (SEZs) across thecountry and the development of the Delhi Mumbai Industrial Corridor (DMIC) across sevenstates is expected to further bolster the engineering sector.

With 100 per cent Foreign Direct Investment (FDI) allowed through the automatic routeand initiatives like 'Make in India' major international players have entered the Indianengineering sector. The engineering sector has received cumulative FDI inflows worth US$3.39 billion during April 2000 to December 2017.

As an effect Indian capital goods manufacturers have been facing competition fromforeign players; particularly European Chinese and South East Asian manufacturers.Currently despite increased domestic capacities low cost foreign manufacturers offertough competition to domestic manufactures in some segments of the industry.

Rainfall prediction is key factor for agri based industries and any deviation to normalrainfall affects adversely. As per present predictions rainfall will be 97% of the50-year average with a 54% probability that rains will be normal to above normal inmajority parts of India. A normal monsoon is crucial to push economic growth which slowedlast year under the lingering impact of demonetisation and implementation of the goods andservices tax (GST).

Overall normal rainfall will be useful for rice production and in turn will maintaindemand for Rice Milling Machinery.

(B) INDUSTRY STRUCTURE AND DEVELOPMENT

The main business of the company is to manufacture Food Processing Machineriesespecially for Rice Milling. With over a century of experience the company products arebenchmark for the Rice Milling industry. The company also offers consolidated solutionsfor Rice Milling projects from conceptualization of turnkey mill to improving andmodifying existing mills.

(C) OPPORTUNITIES AND THREATS

The company is working to extend its market coverage to access to more than 80% ricepockets in India. To increase footprint the company has supplied and commissioned severalfull mills across India which are good reference to attract new buyers. It addressesbusiness in new growing markets and helps to reduce dependency on traditional markets.

The company continues its focus on Research & Development activities and hasdeveloped several new products. 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 will be benefitted from implementation of GST as it will put it at par withother machinery suppliers. It will shift customer's preference to organized manufacturersover local un-organized machinery suppliers. Overall in a long term it will have apositive impact on the company's business.

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

The company has maintained its leadership in traditional flagship products likeDandekar Cone Polishers and Table type Paddy Separator. The company has progressed well onnew product development and has made 20% business through new products. The company hasdone major business in Polishing and Grading section.

(E) OUTLOOK

The rice industry in India plays a vital role in the country's agricultural sectormakes significant contributions to India's economic growth foreign exchange earnings andemployment rates. Thanks to the country's large growing area and the preferential soil andclimate conditions India is now one of the world's largest rice and basmati riceproducers and exporters representing over 22% of the world's total supply andcontributing to more than 40% of the country's total food grain production. Aftersuffering two years of financial stress caused by excess paddy supply and weakinternational demand India's rice industry especially basmati rice is expecting arebound in 2018 from growing demand and low inventory prices.

Recent statistics released by the Government of India shows that total the productionof rice in India decreased by 1.09% or 1.1 million tonnes in 2014-15 to 105.5 milliontonnes from the previous fiscal year. However in 2016-17 the total rice production inIndia is 108.86 million tones. The five-year rice production average is 105.42 milliontonnes.

However consecutive years of good harvest in 2016-17 and 2017-18 led to crash inwholesale crop prices leading to protests by farmers. The centre in its budget this yearpromised minimum support prices (MSP) at costs plus 50% margin and a policy may beannounced for effective procurement of crops at support prices. It may reduce millingmargin and overall it will have a mixed effect on Indian rice milling machinery businesswherein investment budgets will be squeezed putting pressure on machinery prices.

(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:

• Increased competition Rising cost of input raw material especially steel andreduced milling margin for Rice Millers will put pressure on prices for milling machinery.

• Steady growth of Chinese Thai and Korean products contributed by both organizedand un-organized Rice Mill Manufacturers.

• 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.880.07 Lacs (previous year Rs. 1251.64 Lacs). The net profit is Rs. 221.82 Lacs (asagainst net profit after taxes Rs. 526.75 Lacs during FY 2016-17).

(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 was 81

(J) ENVIRONMENT

The Company takes due care in the selection and usage of appropriate material andmethods in order to avoid violation of 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 2018 the Company has no subsidiary company.

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

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:

a) in the preparation of the annual accounts for the year ended 31 March 2018 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 2018 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 that such 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 provision of section 139 of Companies Act 2013 prevailing before CompaniesAmendment Act 2017 M/s. Joshi & Kulkarni Chartered Accountants Pune of the Companywere appointed in the AGM held for the Financial Year 2014 for a period of five yearssubject to ratification by the members in the annual general meeting. The Company hasreceived certificate from the Statutory Auditors of the Company as required under Section139(1) of the Companies Act 2013 stating that this ratification if made will be inaccordance with the provisions of Companies Act 2013.

Being eligible M/s Joshi & Kulkarni Chartered Accountants Pune have offeredthemselves for re-appointment.

The appointment of M/s Joshi & Kulkarni Chartered Accountants Pune was ratifiedfrom year to year last such ratification was done in the last Annual General Meeting heldin the year 2017. This ratification was for one year due to amendment to the relevantprovisions of the Companies Act 2013 there is no need for yearly ratification andappointment once made would be valid for 5 years.

However considering the fact of last years' ratification and as a matter of goodgovernance it is proposed to move a resolution for ratification in the ensuing AGM.

You are requested to ratify the appointment of M/s Joshi & Kulkarni CharteredAccountants Pune as the Statutory Auditors of the company in accordance with theprovisions of section 139 of the Companies Ac 2013 prevailing as on the date ofappointment.

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.

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 by Mr. Mahesh Athavale Company Secretary in Practice in his Secretarial AuditReport has provided below mentioned qualification:

1. The Company has not complied with the provisions of Section 124 of the CompaniesAct 2013 and the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 read with the relevant circulars and amendments theretoexcept filing of e-form No. IEPF 6 with late fees. Annual Return in respect of the yearended 31 March 2017 was filed with additional fees on 3 May 2018 and Financial Statementsfor that year were filed on 06 September 2017.

Reply: Considering the reconciliation issues with Bank in relation to balance inUnpaid Dividend Account the Company was not able to comply with Section 124 of theCompanies Act 2013 and the Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 and relevant Notification issued in this regard.

However the Company is in the process for complying with the relevant provisions.

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.

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 in Note- 19 of 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 Rs.
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 857474

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):

Net worth of the Company is not more than Rs. 500 crore its turnover is not more thanRs. 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 Share Transfer Cum Shareholders'/Investors' Grievance and Stake HoldersRelationship 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):

Company does not have any subsidiary joint venture or associate company; therefore itis 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:

Company does not have any subsidiary joint venture or associate company; therefore itis not required to give details as required under Rule 8(1) of Companies (Accounts) Rules2014 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 YEAR2017-18:

During the year under review:

Mr. Saurabh Somani Company Secretary and Compliance Officer of the Company hastendered resignation from the office of Key Managerial Personnel w.e.f 13 December 2017

Consequently Mr. Aneesh Parwani was appointed Assistant Company Secretary from 1March 2018 upto 31 May 2018. Subsequently he has been appointed and redesignated in theoffice of Key Managerial Personnel as Company Secretary and Compliance Officer of theCompany w.e.f 01 June 2018.

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

Mr. Nihal Kulkarni who retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment. The Company has also received therequisite disclosure / declaration from Mr. Nihal Kulkarni.

Mr. Mangesh Joshi was appointed as an Additional Director on 25 July 2015 andconsidering the expertise knowledge and experience in the fields of sales &marketing he was subsequently co-opted as the Executive Director of the Company for aperiod of 3 (three) years with effect from 25 July 2015.

Considering recommendation of Nomination and Remuneration Committee and performance ofMr. Mangesh Joshi the Board of Directors of the Company has re-appointed him as ExecutiveDirector for a further term of 3 years on the terms and conditions as set out in theletter of appointment in the Board Meeting held on 24 July 2018.

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.

Considering the same the Board recommends the Special resolution for his re-appointment as Executive Director.

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

• Share Transfers Cum Shareholders' / Investors' Grievance and Stake HoldersRelationship 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 2018 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 2017-18

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 2017-18requiring 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.

SECRETARIALAUDIT REPORT:

The Secretarial Audit Report submitted by Company Secretary in Practice According tothe provision 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: 14 August 2018 (DIN: 01139147)
Chairman