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ICE Make Refrigeration Ltd.

BSE: 535034 Sector: Engineering
NSE: ICEMAKE ISIN Code: INE520Y01019
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ICE Make Refrigeration Ltd. (ICEMAKE) - Director Report

Company director report

To

The Members

Ice Make Refrigeration Limited

Dear Members

Your Directors have pleasure in presenting the 11th Annual Report of theCompany together with the Audited Financial Statements for the year ended on March 312020.

1. FINANCIAL PERFORMANCE / HIGHLIGHTS

The Company's financial performance for the year ended on March 31 2020 is highlightedbelow:

(f In lakhs)

Particulars

Standalone Results

Year Ended March 31 2020 Year Ended March 31 2019
Gross Revenue from Operations 15917.84 15290.02
Less: Central Excise Duty / GST 2326.97 2371.77
Net Revenue From Operations 13590.87 12918.25
Add: Otherlncomes 71.44 39.72
Total Revenue 13662.31 12957.97
Earnings before Interest Depreciation Tax & Amortization 1466.93 1417.20
Less: Depreciation and Amortization (325.11) 223.56
Earnings before Interest & Tax 1141.81 1193.64
Less: Finance Cost (169.53) 92.30
Profit Before Tax 972.28 1101.34
Less: Provisions for Income Tax including Deferred Tax (255.07) 317.89
Profit After Tax 717.21 783.45
Profit Carried to Balance Sheet 717.21 783.45
Accumulated Balance of Profit 2135.06 1644.58

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY Standalone

For the year ended March 31 2020 the Company's total revenue stood at f 13662.31lakhs indicating 5.44% increase from that of March 31 2019.

Earnings before Interest Depreciation Tax and Amortization (EBIDTA) for the year wasincreased from f 1417.20 lakhs and reached to f 1466.93 lakhs indicating increase of3.51%. This reflects a robust operational performance and ever increasing growth of theCompany.

This year EPS stood at f 4.58.

Consolidated

For the year ended March 31 2020 the Company's total revenue stood at f 13802.02 lakhswhich was increased from f 13200.70 lakhs in March 31 2019 indicating 4.56% increase.Earnings before Interest Depreciation Tax and Amortization (EBIDTA) for the year wasmarginally reduced from f 1417.54 lakhs and reached to f 1303.39 lakhs indicatingdecrease of 8.05%.

Further this year EPS stood at f 3.64.

3. DIVIDEND:

Considering the profit growth and future prospects of the Company the Directors havedecided to recommend the Final Dividend of f 1.20 (12 % on the face value of the share)per Equity Shares on 15672000 Equity Shares of the Company of f 10/- each for thefinancial year ended on March 31 2020. The total amount of dividend recommended is f 188 06 400.

4. TRANSFER TO RESERVES

The Company has not transferred any Amount to General Reserve during the year2019-2020.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

The statement as required under Section 129 of the Companies Act 2013 in respect ofthe subsidiaries of the Company viz. Bharat Refrigeration Private Limited is annexed andforms an integral part of this Report. Consolidated Financial Statements prepared inaccordance with relevant Accounting Standards issued by the Institute of CharteredAccountants of India form part of the Annual Report and Accounts. Cash Flow Statement isalso attached as part of the Annual Report and Accounts.

6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place adequate internal control systems commensurate with the sizeof its

operations. The internal control systems comprising of policies and procedures aredesigned to ensure sound management of your Company's operations safekeeping of itsassets optimal utilization of resources reliability of its financial information andcompliance. Clearly defined roles and responsibilities have been institutionalized.Systems and procedures are periodically reviewed to keep pace with the growing size andcomplexity of your Company's operations.

7. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

Bharat Refrigerations Private Limited is wholly owned subsidiary Company of Ice MakeRefrigeration Limited.

A statement containing the salient feature of the financial statement of Subsidiarycompany under the first proviso to sub-section (3) of section 129 in form AOC -1 isappended as Annexure - 6

The Company is not having any other Joint Venture or Associate Company.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHECOMPANY

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these Financial Statements relateand on the date of this report. Further during the financial year under report nosignificant or material orders have been passed by any of the regulators or courts ortribunals impacting the going concern status and operations of the Company in future.

9. DEPOSITS

During the financial year under report your Company has not accepted any depositswithin the meaning of Sections 73 of the Companies Act 2013.

10. STATUTORY AUDITORS

M/s. Umesh Shah & Associates (FRN: 114563W) Chartered Accountants Ahmedabad wereappointed as a Statutory Auditor of the Company at the 10th Annual General Meeting untilconclusion of 15th Annual General Meeting of the members of the Company.

The Auditors' Report for the financial year ended on March 31 2020 forms part of thisAnnual Report and the same does not contain any qualification reservation or adverseremark.

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

11. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 the Board of Directors of yourCompany has appointed M/s. K. Jatin & Co. Practicing Company Secretaries Ahmedabadas a Secretarial Auditors to conduct an Audit of secretarial records and compliances inaccordance with the provisions of Section 204 of the Companies Act 2013 for the financialyear ended on March 31 2020.

The Secretarial Audit Report given by M/s. K. Jatin& Co. Practicing CompanySecretaries Ahmedabad is enclosed herewith as Annexure - 4.

12. COST AUDITOR

The Board of Directors of your Company has appointed Mr. Mitesh Prajapati Proprietorof the Firm M/s. M.I. Prajapati & Associates Cost Accountants Ahmedabad as CostAuditors to conduct audit of the Cost Records for Financial Year to be ended on March 312021.

13. COST RECORDS

The Central Government has prescribed the maintenance of cost records under section148(1) of the act for the goods supplied by the Company. The Company has maintainedproper cost records.

14. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March 2020 remained at 1567.20 lakhs.During the period under report your Company has not issued any share including SweatEquity Convertible Debentures.

15. LISTING:

The Equity Shares of the Company are listed on SME Platform of National Stock Exchangeof India Limited (NSE Emerge). The Company is regular in payment of Annual Listing Fees.The Company has paid Listing fees up to the year 2020-21.

16. MIGRATION OF LISTING / TRADING OF 15672000 EQUITY SHARES OF THE COMPANY TO THEMAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE) :

The Company obtained approval of Members pursuant to the provisions of Section 110 andother applicable provisions if any of the Companies Act 2013 and pursuant to provisionsof Chapter IX of Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulation 2018 and other applicable provisions if any for Migration ofListing / Trading of 15672000 Equity Shares of the Company to the main Board ofNational Stock Exchange of India Limited (NSE) by declaring result of Postal Ballot onApril 10 2020. The Company is in the process of making "In Principle" ApprovalApplication to NSE for the said migration.

17. GRANT OF STOCK OPTIONS UNDER ICE MAKE REFRIGERATION LIMITED EMPLOYEE STOCK OPTIONPLAN 2018 ("Ice Make ESOP 2018"):

Pursuant to approval of Members obtained on October 26 2018 via Postal Ballot and asper applicable provisions of the SEBI (Share Based Employee Benefits) Regulations 2014the Companies Act 2013 the Memorandum and Articles of Association of the Company and theIce Make ESOP Plan 2018 and pursuant to the consent of the members of the Nomination andRemuneration Committee the Company has granted 156000 Options pursuant to the Ice MakeESOP Plan 2018 to eligible employees on the following terms and conditions:

Particulars Details
Total Number of Options to Grant 156000
Vesting Schedule Period of Vesting % of Options to be vested
Upon expiry of 12 months from the date of Grant 30%
Upon expiry of 24 months from the date of Grant 30%
Upon expiry of 36 months from the date of Grant 40%
Exercise Price f 57/- per Option
Exercise Period Within 3 months from the date of vesting
Method of payment of Exercise Price Exercise Price shall be payable in Cash at the time of exercise of Option(s)
Number of Equity Shares that may arise out of Exercise of Option 156000 Equity Shares
Other Terms As per the Scheme and the Letter of Grant

18. CREDIT RATINGS:

Ice Make has received Care BBB+ (Care Triple B Plus) from CRISIL in January 2018 whichis maintained till date. The rating indicates stable and positive outlook of the Company.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL Particulars of Executive Directors and KMP

Sr No Name Designation Appointment Date
1 Mr. Chandrakant P. Patel Chairman & Managing Director 05/09/2017
2 Mr. Rajendra P. Patel Joint Managing Director 05/09/2017
3 Mr. Vipul I. Patel Joint Managing Director 05/09/2017
4 Mr. Ankit Patel Chief Financial Officer 05/09/2017
5 Mr. Mandar Desai Company Secretary and Compliance Officer 02/03/2019

Their brief profile forms part of the Management Profile section of this Annual Report.

Non - Executive Independent Directors

Sr No Name Designation Appointment Date
1 Ms. Darsha Kikani Non-Executive Women Independent Director 05/09/2017
2 Mr. Hasmukh B. Patel Non - Executive Independent Director 05/09/2017
3 Mr. Harshadrai P. Pandya Non - Executive Independent Director 05/09/2017
4 Mr. Krishnakant L. Patel Non - Executive Independent Director 05/09/2017

Their brief profile forms part of the Management Profile section of this Annual Report.

Independent Directors have submitted the declaration of Independence as requiredpursuant to the provisions of Section 149(7) of the Companies Act 2013 stating that theymeet the criteria of Independence as provided under Section 149(6).

A separate meeting of Independent Directors of the Company was held on February 292020 in accordance with the provisions of Clause VII of the Schedule IV of the CompaniesAct 2013.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and theArticles of Association of the Company Mr. Vipul I. Patel will retire by rotation at thisAnnual General Meeting of the Company and being eligible offers himself forreappointment. The Board recommends his appointment

I. Evaluation of the Board's Performance:

During the financial year under report exercise of evaluation was carried out througha structured Evaluation process covering various aspects of the Board's functioning suchas composition of the Board & Committee(s) experience & competencies performanceof specific duties & obligations Governance etc.

Separate exercise was carried out to evaluate the performance of each individualDirector including the Board's Chairman who were evaluated on parameters such asattendance contribution at the meetings and otherwise independent judgmentssafeguarding of minority shareholders' interest etc.

The evaluation of the Independent Directors was carried out by the entire Boardexcluding Independent Directors and that of the Chairman and the Non Independent Directorswas carried out by the Independent Directors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

This may be considered as a statement under provisions of Section 134(3)(p) of theCompanies Act 2013 and Rule 8(4) ofthe Companies (Accounts) Rules 2014.

The Board of your Company is composed with proper number of Executive and Non -Executive Directors.

II. Remuneration Policy:

The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy has been approved by the Nomination & Remuneration Committee andthe Board. More details on the same have been given in the Corporate Governance Report.

The policy on Remuneration of Directors Key Managerial Personnel and Senior Employeescan be accessed on website of the Company at following web link:http://www.icemakeindia.com/pdf/policies/policyon-remuneration-of-directors-key-managerialpersonnel-and-senior-employees.pdf

20. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors met 4 times during the financial year ended on March 31 2020.The details ofthe Board meetings and the attendance of the Directors are provided in theCorporate Governance Report.

21. RELATED PARTY TRANSACTION

All the related party transactions during the period under report were entered on arm'slength basis in ordinary course of business and in compliance with the applicableprovisions of the Companies Act 2013 and relevant Regulations of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

There were no materially significant related party transactions made by the Companywith Promoters Directors or Key Managerial Personnel etc. which may have potentialconflict with the interest of the Company at large.

All the related party transactions are presented to the Audit Committee and the Board.Necessary approval has been obtained from Audit Committee Board of Directors and membersfor the transactions with the related parties.

The Policy on Related Party Transactions as approved by the Board has been uploaded onthe Company's website at the following web link: http://www.icemakeindia.com/pdf/policies/policy-onrelated- party-transaction.pdf

22. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS ANDEMPLOYEES

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism wherein the employees are free to report illegal or unethical behaviouractual or suspected fraud or violation of the Company's Codes of Conduct or CorporateGovernance Policies or any improper activity to the Chairman of the Audit Committee of theCompany or Chairman of the Board. The Whistle Blower Policy has been duly communicatedwithin the Company.

Under the Whistle Blower Policy the confidentiality of those reporting violation(s) isprotected and they are not subject to any discriminatory practices. No personnel have beendenied access to the Audit Committee in this regard.

The said Vigil Mechanism / Whistle Blower Policy has been uploaded on website of theCompany and can be accessed at following web link: http://www.icemakeindia.com/pdf/policies/whistleblower- policy-and-vigil-mechanism.pdf

23. AUDIT COMMITTEE

The Board has constituted an Audit Committee which comprises of Dr. Hasmukh B. Patel asthe Chairman and Mr. Harshadrai P. Pandya & Mr. Chandrakant P. Patel as members.

Further all the recommendations were accepted by the Board of Directors during theperiod under report. More details on the committee are given in the Corporate GovernanceReport.

24. NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee which comprises ofMs. Darsha R. Kikani as a Chairperson and Mr. Chandrakant P. Patel & Mr. KrishnakantL. Patel as members.

The policy required to be formulated by the Nomination and Remuneration Committeeunder Section 178(3) of the Companies Act 2013 is uploaded on the Company's website atthe web link: http://www.icemakeindia.com/pdf/policies/

policy-onremuneration-of-directors-key-managerial- personneland-senior-employees.pdfMore details on the Committee have been given in the Corporate Governance Report.

25. STAKEHOLDER RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholder Relationship Committee which comprises of Mr.Harshadrai P. Pandya as the Chairman and Mr. Krishnakant L. Patel Mr. Chandrakant P.Patel & Mr. Vipull. Patelas members.

More details on the Committee have been given in the Corporate Governance Report.

26. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013

The Company has in place a Prevention of sexual harassment policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. We have not received any sexual harassment complaintsduring the year ended on March 31 2020.

A policy adopted by the Company for Prevention of Sexual Harassment is available on itswebsite at the following web link: http://www.icemakeindia.

com/pdf/policies/policyon-prevention-of-sexual- harassment-of-women-atworkplace.pdf

27. LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

The Company did not grant / make any Loan / Investment and provide Guarantees inrespect of loans availed by others under the pro visions of Section 186 of the CompaniesAct 2013 and Rules framed there under during the financial year under report.

28. MANAGERIAL REMUNERATION

Sr. No. Name of the Director & Designation Remuneration for the year 2019-20 % increase over last year Parameters Median of Employees Ratio Commission received from Holding/ Subsidiary
1 Mr. Chandrakant P. Patel Chairman & Managing Director 2700000 NIL NA 440000 16:1 NIL
2 Mr. Rajendra P. Patel Jt. Managing Director 2700000 NIL NA 440000 16:1 NIL
3 Mr. Vipul I. Patel Jt. Managing Director 2700000 NIL NA 440000 16:1 NIL

The Company follows a policy on remuneration of Directors Key Managerial Personnel andSenior Management Employees. The Company has paid remuneration to the Executive Directorsas well as sitting fees to the Non-Executive Directors during the financial year underreport.

More details on the Managerial Remuneration have been given in the Corporate GovernanceReport.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Detailed analysis of the Company's performance is made in the Management Discussionand Analysis Report which forms part of this Annual Report.

30. KEY MANAGERIAL PERSONNEL:

% increase in remuneration of KMP:

Sr. No. Name of the Director & KMP Designation Percentage Increase (If any)
1. Mr. Chandrakant P. Patel Chairman & Managing Director NIL
2. Mr. Ankit Patel CFO 8%
3. Mr. Mandar Desai# Company Secretary N.A.

#Mr. Mandar Desai appointed as Company Secretary and Compliance Officer of the Companyw.e.f. March 2 2019.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Detailed analysis of the Company's performance is made in the Management Discussionand Analysis Report which forms part of this Annual Report.

32. CORPORATE GOVERNANCE

During the financial year under report pursuant to the SEBI (Listing Obligations andDisclosures Requirement) Regulations 2015 the Company has complied with applicableprovision of Corporate Governance and a separate report of Corporate Governance isincluded as a part of Annual Report along with requisite certificate from M/s. Kashyap R.Mehta & Associates Practicing Company Secretaries confirming compliance with theconditions of corporate governance is annexed herewith as Annexure - 5

33. DISCLAIMER

Though the applicability and adherence of provisions of regulations relating toCorporate Governance under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 being not mandated under the provisions of Regulation 15 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the listed entity

which has listed its specified securities on the SME Exchange the Board of Directorsof your Company has still made sufficient efforts to comply with the provisions related toCorporate Governance and to disclose the relevant information in the Directors' ReportCorporate Governance Report and in the entire Annual Report to the extent possible as amatter of prudence and good governance.

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board meetings and Annual General Meetings.

35. CODE OF CONDUCT

The Board has laid down a Code of Conduct ("Code") for the Board MembersManagerial Personnel and for Senior Management Employees of the Company. This Code hasbeen posted on the Company's website at http://www.icemakeindia.com/policies-disclosure.html. AH the Board Members and Senior Management Personnel have affirmed compliance withthis Code. A declaration signed by the Managing Director to this effect forms part of theCorporate Governance Report.

The Board has also laid down a Code of Conduct for the Independent Directors pursuantto the provisions of Section 149(8) and Schedule IV to the Companies Act 2013 via termsand conditions for appointment of Independent Directors which is a guide to theprofessional conduct for Independent Directors and has been uploaded on the website of theCompany at following web link: http://www.icemakeindia.com/

policies-disclosure.html

36. RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented a Risk Management Policy for theCompany.

It has identified and assessed internal and external risks with potential impact andlikelihood that may impact the Company in achieving its strategic objectives.

There is nosuch risk which in the opinion of the Board which may threaten the existenceof the Company.

The Policy lays down the procedures for risk identification description evaluationestimation reporting and development of action plan. The policy includes identificationof elements of risks which mainly covers Strategic Risk Operational Risk Financial Riskand Hazardous Risks. The same can be accessed from the website of the Company at followingweb link: http://www.icemakeindia.com/ pdf/policies/policy-onrisk-management.pdf Moredetails on the risk and concern factors have been given in the Management Discussion &Analysis Report.

37. CORPORATE SOCIAL RESPONSIBILITY

The Company has attracted criteria for Corporate Social Responsibility (CSR) bycrossing net profit beyond f 5 crores pursuant to the provisions of Section 135 of theCompanies Act 2013 including Rules framed there under.

The Company has formulated the Corporate Social Responsibility Committee and itcomprises of Mr. Rajendra P. Patel as Chairman of the Committee and Mr. Vipul I. Patel& Mr. Krishnakant L. Patel as Members.

In compliance with the requirements of section 135 of the Companies Act 2013 theCompany has laid down a CSR policy. The same can be accessed from website of the Companyat the following web link: http://www.icemakeindia.com/pdf/policies/policy-oncorporate-social-responsibility.pdf The Company has contributed f 21.78 lakhs towardsCorporate Social activities. The contributions in this regard have been also made directlyand also indirectly through trust / institutions in fields like Education Animal WelfareHunger Promotion of Cold Chain for Farming etc.

The annual report on CSR during the financial year ended on March 31 2020 in theformat prescribed under Rule 8(1) of Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed herewith as Annexure - 7 forming part of this report.

38. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act 2013 withrespect to the Director's Responsibility Statement it is hereby stated

a. That in the preparation of the annual financial statements for the year ended March31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2020 and of the profit of the Company for the year ended on thatdate;

c. That proper and sufficient care has been taken 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. That the annual financial statements for the year ended March 31 2020 have beenprepared on a going concern basis;

e. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. That the system to ensure the compliances with the provisions of all applicable lawswas in place and were adequate and operating effectively.

39. DISCLOSURE U/S 164(2) OF THE COMPANIES ACT 2013

The Company has received the disclosure in Form DIR- 8 from its Directors beingappointed or reappointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.

40. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars as to conservation of energy technology absorption and foreignexchange earnings and outgo required to be disclosed in terms of Section 134 of theCompanies Act 2013 & Rule 8 of the Companies (Accounts) Rules 2014 have been givenseparately as Annexure - 1.

41. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in the Form MGT-9 is enclosed herewith as Annexure - 2.Thesame is also available on the Company's website at www. icemakeindia.com

42. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

The Company has continued to maintain harmonious and cordial relations with itsofficers supervisors and workers enabling the Company to maintain the pace of growth.Training is imparted to employees at all levels and covers both technical and behaviouralaspects.

The details of Managerial Remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as "Annexure 3" as a partto this Report. There was no employee drawing an annual salary of f 102 lakhs or morewhere employed for full year or monthly salary of f 8.50 lakhs or more where employed forpart of the year and therefore no information pursuant to the provisions of Rule 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is required to be given.

The details as per Rule 5(1) & (2) of the aforesaid Rule are enclosed herewith asAnnexure - 3.

43. HUMAN RESOURCE AND INDUSTRIAL RELATIONS

The Company attaches importance to the dignity of employee irrespective of position andhighly values the cultural diversities of employees. The Company is committed tonurturing enhancing and retaining its top talent through superior learning andorganizational development. This is a part of our Corporate HR function and is a criticalpillar to support the organization's growth and its sustainability in the long run.

The number of Employees of the Company are 538 (266 Company Employees and 272 ContractEmployees). The relationship between average increase in remuneration and Company'sperformance is as per the appropriate performance benchmarks and reflects short and longterm performance objectives appropriate to the working of the Company and its goals.

The industrial relations continued to remain cordial and peaceful and your Companycontinued to give ever increasing importance to training at all levels and other aspectsof H. R. D.

44. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Total of unpaid amount of f 18000/- to be transferred to the Investor Education andProtection Fund by the Company.

45. INSURANCE

The movable and immovable properties of the Company including plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire riot strike malicious damage etc. as per the consistent policy of theCompany.

46. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

47. GRATUITY

The Company has entered in to an agreement with Life Insurance Corporation of India forcovering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fundhas been created with Life Insurance Corporation of India.

48. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.

49. DEMATERIALISATION OF EQUITY SHARES

The entire Shareholding of the Company is in demat mode. The ISIN No. allotted isINE520Y01019.

50. FINANCE

The Company's Income-tax Assessment has been completed up to the Assessment Year2016-17 and Sales tax Assessment is completed up to the Financial Year 2014-2015.

The Company is enjoying Working Capital facilities from Canara Bank and Citibank. TheCompany is generally regular in payment of interest and principal amount.

51. ACKNOWLEDGMENT

Your Directors thanks all the Stakeholders including Investors Customers VendorsBankers Auditors Consultants and Advisors for their continued support during the year.We also place on record our appreciation of the contributions of our employees at all thelevels.

The Management is deeply grateful for the confidence and faith that all thestakeholders have reposed in them.

Your Directors look forward for their continued support in the future for theconsistent growth of the Company.

.