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Genus Power Infrastructures Ltd.

BSE: 530343 Sector: Engineering
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OPEN 38.55
VOLUME 10132
52-Week high 86.00
52-Week low 37.60
P/E 19.18
Mkt Cap.(Rs cr) 987
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 38.55
CLOSE 38.60
VOLUME 10132
52-Week high 86.00
52-Week low 37.60
P/E 19.18
Mkt Cap.(Rs cr) 987
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Genus Power Infrastructures Ltd. (GENUSPOWER) - Director Report

Company director report

Dear members

The board of directors ('the board') hereby presents the 25th Annual Report on thebusiness and operations of the company together with the audited financial statement forthe financial year ended March 312017.


The financial results of operations of the company for the financial year ended March312017are as under

(Rs. in lakhs except per share data)

Standalone Consolidated

Particulars Year ended March 312017 Year ended


Year ended


Year ended March 312016

Revenue from operations

65274.70 86923.96 65274.70 86923.96
Otherincome 2400.41 1749.45 3032.74 2643.27
Totallncome 67675.11 88673.41 68307.44 89567.23
Net Revenue (Net of Excise) 64237.42 85765.39 64237.42 85765.39

Cost of materials consumed including erection expenses

39751.74 54830.50 39751.74 54830.50
(lncrease)/decrease in inventory of finished goods and work in progress 1130.43 1572.04 1130.43 1572.04
Excise duty 1037.28 1158.57 1037.28 1158.57
Employee benefit expenses 6570.39 6595.86 6570.39 6595.86
Other expenses 8126.17 10411.16 8126.17 10411.16
Depreciation and amortization expenses 1534.56 1399.10 1534.56 1399.10
Finance costs 2487.21 2887.51 2487.21 2887.51
Total Expenses 60637.78 78854.74 60637.78 78854.74
Earnings before interest depreciation and amortization (EBITDA) 8658.69 12355.83 8658.69 12355.83
Profit before exceptional item and tax 7037.33 9818.67 7669.66 10712.49
Exceptionalitem - (235.86) - (235.86)
Profit before tax 7037.33 10054.53 7669.66 10948.35
Tax expense 1246.23 2046.23 1246.23 2046.23
Profit after tax before share of profit from associates for the period 5791.10 8008.30 6423.43 8902.12
Add: Share of profit from associates - - 27.54 5.43
Net Profit for the period 5791.10 8008.30 6450.97 8907.55
Other Comprehensive Income (net of tax) 56.01 278.02 54.57 278.02
Total Comprehensive Income 5847.11 8286.32 6505.54 9185.57
Paid-up Equity Share Capital (Face Value Re.1 / per share) 2571.83 2568.08 2571.83 2568.08
Earnings per share (before and after extraordinary item) (of Re.1 /- each) (notannualized) (amount in Rs.) -Basic earnings per share 2.25 3.12 2.81 4.19
- Diluted earnings per share 2.25 3.10 2.80 4.16


• Revenue from operation (net of excise duty) declined in the FY 2016-17 by 25.10%to Rs.64237.42 lakhs from Rs.85765.39 lakhs reported in the previous year owing to lowertender offtake from the state power utilities and lower execution of turnkey ECC projectsdue to delays in processes and approvals at the customers-end. The lower tender off takewas mainly attributed to the disagreement between central and state governments on theprocurement of meters at central level and subsequent distribution to state governments.

• Earnings before interest tax depreciation and amortization (EBITDA) decreasedby 29.92% to Rs.8658.69 lakhs in the FY 2016-17 from Rs.12355.83 lakhs in previous year onaccount of lower sales. EBITDA margin also declined to 13.5% in FY 2016-17 from 14.4%reported in the previous year due to execution of the low-margin orders.

• Finance cost reduced to Rs.2487.21 lakhs in the FY 2016-17 from Rs.2887.51 lakhsin the previous year on account of better management of borrowings and utilisation ofavailable funds. The

total debts slightly increased to Rs.21991.15 lakhs from Rs.21623.16 lakhs in thepreviousyear on account of new projects and expansions. The company continued to rely onshort-term debt to meet its working capital requirements. The long-term debt was usedlargely to support the capital expenditure incurred towards expansion.

• Profit after tax (PAT) declined by 27.69% to Rs.5791.10 lakhs from Rs.8008.30lakhs in the previous year mainly due to lower sales and execution of the low-marginorders. PAT margin remained at 9%.

• Earnings per share (basic & diluted) for the year ended March 31 2017 stoodat Rs.2.25 per share.

• Net worth increased to Rs.70121.62 lakhs in the FY 2016-17 as compared toRs.65210.40 lakhs (adjusted as per Ind AS) in the previousyear.

• Return on equity (ROD remained at 8.3% in the FY 2016-17.

• Return on capital employed (ROOD remained at 9.6% in the FY 2016-17.

• Net debt-to-equity ratio as at March 312017 was 0.30 as against 0.31 at thepreviousyear.

• Cash flow from operations in the FY 2016-17 improved to Rs.15017.10 lakhs fromRs.8833.12 lakhs in the previous year due to improved working capitalcycle.

• The company has written-off liquidated damages and bad debts of Rs.1490.88lakhs which mainly represented liquidated damages and deductions by indenting agencies asper the terms of the contract of supplies.

• During the FY 2016-17 the Company has passed resolution to

write off the investment made in Genus SA Brazil and the same was reported by theAuthorised Dealer to the Reserve Bank of India. The Company has obtained approval from theAuthorised Dealer and surrendered the UIN to RBI in the current year and has consequentlywritten off the investment from the books.

• The total order book position as at March 312017 stood at worth Rs.68479 lakhs.

• Company's liquidity is supported by the treasury shares arisen as a result ofthe scheme of arrangement between the company Genus Paper Products Limited and GenusPaper and Boards Limited as approved by the Hon'ble High Court in FY 2013-14. The treasuryshares is comprised of 275.44 lakhs equity shares of the company and 475.44 lakhs equityshares of Genus Papers Boards Limited which together had a market value of Rs.13627.53lakhs and carried a book value of Rs.5995.08 lakhs.

The ministry of corporate affairs (MCA) vide its notification in the official gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) whichisapplicable to certain class of companies. Ind AS has replaced the existing Indian GAAPprescribed under section 133 of the Companies Act 2013 read with rule 7 of the Companies(Accounts) Rules 2014. The company has adopted the Ind AS from April 01 2016 and thedate of transition is April 1 2015. The impact of adjustments arising on transition hasbeen accounted for in opening reserves and its comparative period results have beenrestated accordingly.

Reconciliation of net profit as previously reported on account of transition from theprevious Indian GAAP to Ind-AS for the year ended March 312016 is presented as under

(Rs. in lakhs)

Particulars Standalone Yearended March312016 Consolidated Year ended March312016
Net profit under previous GAAP 7845.06 7850.50
a Actuarial gain on defined benefit plans reclassified to other comprehensive income (16.21) (16.21)
b Difference in measurement of employee share based payment (40.53) (40.53)
c Fair valuation of investment through profit and loss 76.29 970.10
d Others 244.63 244.63
e Deferred taxon temporary differences (100.94) (100.94)
Net profit under Ind As 8008.30 8907.55


The company has setup a new manufacturing facility at Guwahati Assam with a totalproject cost of Rs.1787.42 lakhs for providing metering product and solution. It hascommenced commercial production in March 2017. This plant will enjoy direct and indirecttax holidays benefits for next 10years under 'NEIIPP- 2007'.


The operation a land business performances of the company have been appropriatelydescribed in the report on management discussion and analysis which form part of thisreport.


There was no change in the nature of business of the company during theFY2016-17.


Pursuant to the dividend policy of the company as approved by the board and with a viewto share the profit with the co-owners the board in its meeting held on May 232017 hasrecommended a final dividend of Re.0.35 (i.e. 35%) per equity share on equity shares ofthe face value (FV) of Re.1 each for the FY 2016-17 to shareholders for their approvaL Thecompany has already paid an interim dividend of Re.0.10 (i.e. 10%) per

equity share for the FY 2016-17 which was declared in the board meeting held onJanuary 312017. The proposed dividend of Re.0.35 (i.e. 35%) if approved by the membersat the forthcoming annual general meeting the total dividend for the FY 2016-17 will beRe.0.45 (i.e. 45%) per share on FV of Re.1 and will result in the outflow of Rs.1157.17lakhs in addition to Rs.235.57 lakhs by way dividend distribution tax. The dividenddistribution policy as approved by the board is available on the websiteof the company.


The paid up equity share capital of the company has increased to Rs.2571.84 lakhsconsisting of 257183714 equity shares of Re.1 each from Rs.2568.08 lakhs consisting of256807850 equity shares of Re.1 each owing to exercise of employee stock optionsduring the FY 2016- 17. During the year under review the company issued 375864 equityshares of face value of Re.1 each upon exercise of stock options under the Employees'Stock Option Scheme-2012 (ESOS-2012) of the company. The company has neither issued shareswith differential voting rights nor issued sweat equity shares.


The company has not proposed to transfer any amount to the general reserve out of theamount available for appropriation.


Loans guarantees and investments covered under section 186 of theCompaniesAct2013form part ofthe financial statements provided in this annual report.


During the FY 2016-17 the company has not accepted any deposits within the meaning ofsection 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014. As such no amount of principal or interest is outstanding.


During the FY 2016-17 no fresh options were granted to employees of the company interms ofthe Employees' Stock Option Scheme-2012 (ESOS-2012) ('ESOP Scheme'). During theyear 375864 options were exercised by the employees after vesting. Accordingly thecompany has made allotments of 215181 equity shares on August 192016 and 160683equity shares on March 01 2017 respectively against the options exercised by theemployees.

During the FY 2016-17 there has been no change in the ESOP Scheme of the company. TheESOP Scheme is administered by the nomination and remuneration committee and it is incompliance with the applicable SEBI's Regulations. The applicable disclosures asstipulated under regulation 14 of SEBI (Share Based Employee Benefits) Regulations 2014with regard to ESOP Scheme of the company are provided in 'Annexure-A' to this report.

The equity shares issued against the exercise of options does not affect the statementof profit and loss as the exercise is made at the market price prevailing as on the dateof the grant plus taxes as applicable. Voting rights on the shares issued to employeesunder the ESOP Scheme are either exercised by them directly or through their appointedproxy.

The company has received a certificate from the auditors of the company that the ESOPScheme has been implemented in accordance with the SEBI's Guidelines/Regulations in thisregard and the resolution passed by the shareholders. The certificate shall be placed atthe ensuing annualgeneral meeting for inspection by shareholders.


In terms of section 134(3X0 of the Companies Act 2013 except as disclosed elsewhere inthis Report no material changes and commitments affecting the financial position of thecompany have occurred between the end of the financial year and the date of this Report.


As on March 312017 the company has no subsidiary company. During the FY 2016-17 thefollowing company has ceased to be an associate of the company due to decrease ofshareholding below 20 percent in term ofthe provisions ofthe Companies Act 2013:

• Greentech Mega Food Park Limited (Formerly: Greentech Mega Food Park PrivateLimited)

As on March 31 2017 the company has the following associate company:

• M.KJ. Manufacturing Pvt. Ltd.

In terms ofthe provisions of section 129(3) ofthe Companies Act 2013 a statementcontaining performance & salient features of the financial statements of company'ssubsidiaries/associate/joint venture companies in the prescribed Form AOC-1 is attached as'Annexure-B' to this report.

The policy for determining material subsidiaries as approved by the board may beaccessed on the company's website and its web link is


In compliance with the applicable provisions of Companies Act 2013 including theAccounting Standard on Consolidated Financial Statements and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ('the Listing Regulations') the auditedconsolidated financial statement is provided in this Annual Report. The consolidatedrevenue stood at Rs.65274.70 lakhs and the consolidated net profit stood at Rs.6505.54lakhs in the FY 2016-17.

A statement containing the salient feature of the financial statements of each of thesubsidiary/associates/joint venture in the prescribed Form AOC-1 is attachedas'Annexure-B' to this report.

In compliance with the provisions of section 136 ofthe Companies Act 2013 thefinancial statements of the subsidiary/associates/joint venture companies are kept forinspection by the shareholders at the registered office of the company. The company shallprovide free of cost the copy of the financial statements of its subsidiary/associates/joint venture companies to the shareholders upon their request. The statementsare also available on the website of the company.


All related party transactions in the FY 2016-17 were in the ordinary course ofbusiness and on an arm's length basis. All these transactions were approved by the auditcommittee prior to the transaction made. There were no materially significant relatedparty transactions that may have potential conflict with the interests of company atlarge. There are no transactions that are required to be reported in form AOC-2. Forfurther details of the related party transactions please refer to Note 47 to thestandalone financial statement which sets out related party disclosures.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the board can be accessed on the company's website and its weblink is 04/Related-Party-Transaction-Policy_0.pdf.


The company has in place a corporate social responsibility (CSR) policy prepared inline with Schedule VII of the Companies Act 2013. The company's CSR policy is prepared bythe CSR committee and approved by the board. As per the policy the company givespreference to the local areas where it operates for spending the amount earmarked forcorporate social responsibility activities. The focus areas of the company's CSRprograms/initiativesare:

• Animalwelfare

• Promotion of healthcare

• Eradication of hunger and poverty

• Environmental sustainability and ecological balance

• Promotion of education

• Infrastructure development

The CSR policy is posted on the company's website and its web link is . The statutory disclosures with respect to the CSR committee and anannual report on CSR activities form part of this report as'Annexure-C'.

Long Term Issuer Rating

IND A/Positive

Commercial Paper INDA1 INR 1000 m
Fund Based Working Capital Limit INDA1 INR2140m
Fund Based Working Capital Limit IND A/Positive INR2140m
Non-Fund Based Working Capital Limit IND A/Positive INR6370m
Non-Fund Based Working Capital Limit INDA1 INR6370m


In terms of regulation 34(2) of the Listing Regulations a report on 'managementdiscussion and analysis' is appended to this report as 'Annexure-D'.


In terms of regulation 26(3) of the Listing Regulations all board members and seniormanagement personnel have affirmed compliance with the 'company's code of conduct fordirectors and


The company has in place a comprehensive risk management policy and adequate internalfinancial control system formulated by the risk management committee and reviewed by theboard of the company. The details of the risk management committee risk management policyand internal financial control systems are provided in the report on 'managementdiscussion and analysis' and the 'corporate governance report' forming part of thisreport.


The company considers insurance expenses as an investment that responds when somethingunforeseen happens such as fire earthquake storm tempest flood inundation riotstrike malicious damage etc. During the FY 2016-17 the assets and projects of thecompany were sufficiently insured against almost all risks. Some of the key insurancepolicies taken by the companyare as follows:

• 'Consequential Loss (Fire) Policy" to insure the profit affected during theinterruption/cessation of the business operations due to exigency.

• Group Gratuity Insurance Scheme under which a sum equal to gratuity payable inrespect of the entire service (actual and future) is paid in the event ofpremature/unfortunate death of employee.

• Group Mediclaim Policy for its permanent employees covering their spouse anddependent children.

• 'Personal Accident Policy (Group)' for insuring its employees and givingcoverage like disability cover permanent disability cover and death cover due toaccident.


During the FY 2016-17 India Ratings and Research Private Limited (Ind- Ra) has revisedthe company's outlook to Positive from Stable while affirming its long term issuer ratingat 'IND A'. A full list of ratings is as follow:

senior management' on an annual basis. The code of conduct is also placed on company'swebsite.


Corporate governance is inherited by integrity transparency fairness andaccountability. The company is committed for ethical conduct and transparency in itsoperations. The company always intends to have good governance practices throughout theorganization through a mixture of scientific and proactive approach. Genus not onlyadheres to

the corporate governance practices as prescribed under laws but also complies with thenon-mandatory provisions to ensure best corporate governance principles and practices.

The corporate governance report along with a certificate of the auditors of the companyregarding compliance of the conditions of corporate governance as stipulated under theListing Regulations is attached as 'Annexure-E' to this report.


The company has in place a whistleblower policy and vigil mechanism which enable itsdirectors and employees to report genuine concern of unethical behaviour actual orsuspected fraud or violation of the company's code of conduct. The effectiveness of thevigil mechanism is reviewed by the audit committee from time to time. The above mechanismhas been appropriately communicated within the company across all sections and has beendisplayed on the company's internal HR management system (Teamwise) as well as on thecompany's website and its web link is /2017/04/Whistle-Blower-Policy-and-Vigil- Mechanism_0.pdf. The auditcommittee periodically reviews the existence and effectiveness of the vigil mechanism. Thecommittee affirmed that no personnel have been denied access to the audit committee duringthe FY 2016-17.


Genus has in place a 'code of conduct for prevention of insider trading' and a 'code ofpractices and procedures for fair disclosure of unpublished price sensitive information'in accordance with the SEBI (Prohibition of Insider Trading) Regulations 2015. The codeof conduct prevents insiders from procuring communicating providing orallowing access tounpublished price sensitive information unless required for discharge of duties. The codeof conduct also prohibits the insider to trade in securities when in possession ofunpublished price sensitive information and during the period when the trading window isclosed. However an insider is entitled to formulate a trading plan for dealing insecurities of the company in line with the provisions of the SEBI (Prohibition of InsiderTrading) Regulations 2015 and submit the same to the compliance officerforapprovalandpublic disclosure.


In compliance with the provisionsof section 134(3)(a) and section 92(3) of theCompanies Act 2013 read with rule 12 of the Companies (Management and Administration)Rules 2014 the extract of annual return as on March 312017 in the prescribed form(i.e. MGT-9) forms part of this report and attached as 'Annexure-F.


During the FY 2016-17 there was no change (appointment or cessation) in the boardmembers.

Pursuant to the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mr. Ishwar Chand Agarwal and Mr. Kailash Chandra Agarwal directors of thecompany retire by rotation at the ensuing annual general meeting and they beingeligible have offered themselves for re-appointment. A brief resume of the directorsproposed to be re-appointed the nature of their expertise in specific functional areasnames of companies in which they have held directorships committee memberships/chairmanships their shareholding etc. are furnished in the Annexure to the notice of theensuing AGM and the corporate governance report forming part of this report.

Pursuant to the provisions of section 134(3)(d) of the Companies Act 2013 withrespect to statement on declaration given by independent directors under section 149(6) ofthe Companies Act 2013 the board hereby confirms that all the independent directors ofthe company have given a declaration confirming that they meet the criteria ofindependence as provided in section 149(6) of the Companies Act 2013.

Familiarization programs

In terms of regulation 25(7) of the Listing Regulations the company conductsfamiliarization programs for the independent directors to provide them an opportunity togain clear understanding of their roles rights and responsibilities. This also enablesindependent directors to understand the company's business modeL operational systemsnature of the industry and other relevant information in depth that facilitate them toactively participate in running the company. The initiatives undertaken by the company inthis regard have been disclosed on the website of the company and the web link thereto isprovided in the corporate governance report which forms part of this report.

Policy on directors' appointment and remuneration and other details

Pursuant to the provisions of section 134(3)(e) and section 178(3) of the CompaniesAct 2013 the policy on selection of directors and determining directors independence(criteria for board membership) and the policy on remuneration of directors KMPand otheremployees are attached as 'Annexure-G & H' respectively which forms part of thisreport. For further details relating to directors please refer to the corporategovernance report which forms part of this report.


The board is eventually responsible for a company's corporate governance compliances.For a board to be effectual it is imperative to constantly assess how efficientlydirectors are performing their roles and fulfilling their duties. Over the period of timeboard evaluation has emerged as an effective structural tool towards establishing ameasure of board and its members' performance and setting accountability. The companyrecognizes that to meet stakeholders' mounting expectations and to face challenges ofincreased regulatory requirements the critical and regular evolutions of directors alongwith board is the key to long-term success of the company.

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the nomination and remuneration committee has laid down criteriaforevaluation of the performance of the board board's committee directors andchairperson as a whole and also at individual director leveL Director level evaluationsinvolve assessment and review of skills ability to bring in new ideas and thoughtsability to reach out to market participants and an overall level of engagement.Evaluation of the board as a whole also includes the non-tangible elements such as boarddynamics governance quality culture setting and providing a broader strategic directionto the company beside the overall assessment of company's performance.

A structured questionnaire covering several facets of the performance

of the board its committee and individual director is in place. The board members havesubmitted their response for evaluating the entire board respective committees andindividual directors including chairman of the board.

The independent directors had met separately on March 31 2017 without the presence ofnon-independent directors and the members of management and reviewed & assessedinter-alia the performance of non-independent directors and board as a whole and theperformance of the chairman of the company after taking into consideration the views ofexecutive and non-executive board members.

The nomination and remuneration committee has also carried out evaluation ofperformance of every director. The performance evaluation of all the independent directorshas been done by the entire Board excluding the director being evaluated. The directorsremained satisfied about the evaluation carried out.


In terms of the provisions of section 2(51) and 203 of the Companies Act 2013 the keymanagerial personnel (KMP) of the company are as follows:

• Mr. Rajendra Kumar Agarwal Managing Directors Chief Executive Officer(MDSCEO)

• Mr. Jitendra Kumar Agarwal JointManaging DirectorCJMD)

• Mr. Rakesh Kumar Agarwal Chief Financial Officer(CFO)

• Mr.AnkitJhanjhariCompanySecretary(CS)


During the FY 2016-17 eight meetings of the board were held. For further detailsthereof kindly refer to the corporate governance report which forms part of this report.


The company has the following committees of the board:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Risk Management Committee

(e) Corporate Social Responsibility Committee

(f) Finance Committee

(g) Sales Committee

The details of the compositions powers roles terms of reference etc. of the saidcommittees are provided in the corporate governance report which forms part of thisreport.


Pursuant to the provisions of section 134(5) of the Companies Act 2013 the directorsconfirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no materialdepartu res from the same;

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the

state of affairs of the company at the end of the financial year and ofthe profit ofthecompany forthat period;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) they had prepared the annual accounts on a 'going concern' basis;

(e) they had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and are operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.


Statutory Auditors

M/s. S. R. Batliboi & Associates LLP Chartered Accountants and M/s. D. Khanna& Associates Chartered Accountants were appointed as statutory auditors of theCompany at the annual general meeting held on September 292014 for a term of fiveconsecutive years. As per the provisions of section 139 ofthe Companies Act 2013 theappointment of auditors is required to be ratified by members at every annual generalmeeting. Accordingly the appointment of M/s. S. R. Batliboi & Associates LLPChartered Accountants and M/s. D. Khanna & Associates Chartered Accountants asStatutory Auditors of the company is placed for ratification by the shareholders of thecompany in the ensuing annual general meeting. The company has received certificate fromeach of them to the effect inter-alia that if their appointment is ratified it would beas per the terms provided under the Companies Act 2013. The auditors have also confirmedthat they have subjected themselves to the peer review process of Institute of CharteredAccountants of India (ICAI) and hold a valid certificate issued by the Peer Review Boardof the ICAI. There are no observations (including any qualification reservation adverseremark or disclaimer) of the Auditors in their audit report that may call for anyexplanation from the directors. Further the notes to the financial statements referred toin the auditor's report are self-explanatory.

Cost Audltorsand Cost Audit Report

In terms ofthe provisions of section 148 ofthe Companies Act 2013 read with rulesframed thereunder M/s. K. G. Goyal & Associates Cost Accountants were appointed ascost auditors for conducting cost audit of cost records for the financial year 2016-2017.The remuneration of cost auditors has been approved by the board on the recommendation ofaudit committee. The requisite resolution for ratification of remuneration of costauditors by members of the company has been set out in the notice of ensuing annualgeneral meeting. The cost audit report for the financial year 2015-16 issued by M/s. K.G. Goyal & Associates Cost Auditors was filed with the ministry of corporate affairs(MCA) on October 242016.

Sec retarialAudltorandSecretarlalAudit Report

As per the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel)

Rules 2014 secretarial audit for the FY 2016-17 has been carried out by M/s. C. M.Bindal & Company Company Secretaries & Corporate Consultant. The secretarialaudit report submitted by them in the prescribed form (i.e. MR-3) is attached as'Annexure-I' and forms part of this report. There are no qualifications or observations oradverse remarks or disclaimer of the secretarial auditors in the report issued by them forthe FY 2016-17 which callfor any explanation from the board.


Pursuant to the provisions of section 134 of the Companies Act 2013 read with rule8(3) of the Companies (Accounts) Rules 2014 the details of conservation of energytechnology absorption foreign exchange earnings and outgo are attached as Annexure-J' tothis report and forms part of this report.


Disclosure as required under the provisions of section 197 of the Companies Act 2013read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the company will be provided upon request. As perfirst proviso to section 136(1) of the Companies Act 2013 the annual report excluding theaforesaid information is being sent to the members and others entitled thereto. The saidinformation is available for inspection by the members at the registered office of thecompany during business hours on working days of the company up to the date of ensuingannual general meeting. Any member interested in obtaining a copy thereof may also writeto the company secretary of the company.


Pursuant to provision of section 124(6) of the Companies Act 2013 (the"Act") and the Investor Education and Protection Fund Authority (AccountingAudit Transfer and Refund) Rules 2016 (the "Rules") as amended from time totime all shares in respect of which dividend has not been paid or claimed for sevenconsecutive years or more shall be transferred by the company in the name of the InvestorEducation and Protection Fund (IEPF) Authority. However the transfer of shares due fortransfer to IEPF Authority has not yet been implemented/ completed due to withdrawal ofGeneral Circular No.03/2017 dated 27.04.2017 regarding "Transfer of Shares to IEPFAuthority" by the Ministry of Corporate Affairs on 16.05.2017. The correspondingshares shall be transferred to IEPF Authority byway of corporate action by the due date orsuch other date as may be extended and as per the procedures stipulated in the Rules asamended from time to time.


As the company is not covered within top 500 listed entities as on March 312017 as perthe Listing Regulations the BRR is not included in this Report.


The directors confirm that during the FY2016-17

(a) the company has not received any significant or material orders passed by anyregulatory authority court or tribunal which shall impact the going concern status andcompany's operations in future.

(b) the company has not received any complaint regarding sexual harassment in terms ofthe provisions of the 'Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013'. The company has in place a defined policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. The policy covers all employees with no discrimination betweenindividuals at any point on the basis of race colour gender religion politicalopinion social origin sexual orientation or age. The company also has an internalcommittee (which includes a woman member also) to monitor the behavior of all employeesand to redress complaints received.

(c) neither the managing director nor the whole-time directors of the company receiveany remuneration or commission from any of its subsidiary/associate/joint venture.

(d) the statutory auditors or cost auditors or secretarial auditors of the company havenot reported any frauds to the audit committee or to the board under the provisions ofsection 143(12) of the Companies Act 2013 including rules made thereunder.

(e) the company maintained healthy cordial and harmonious industrial relations at alllevels.


The board places on record its deep gratitude to the Central Government StateGovernments Tax Authorities Reserve Bank of India Ministry of Corporate AffairsMinistry of Power Ministry of Finance Customs and Excise Departments State ElectricityBoards SEBI BSE NSE Depositories and other connected authorities/departments for thekind support extended to the company. The board also wishes to place on record its sincerethanks and appreciation to investors vendors dealers business associates and employeesfor the continuing support and unstinting efforts in ensuring a strong operationalperformance.

For and on behalf of the Board of Directors

Ishwar Chand AgarwaL

Chairman DIN: 00011152


August 112017