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Indsil Hydro Power & Manganese Ltd.

BSE: 522165 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE867D01018
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NSE 05:30 | 01 Jan Indsil Hydro Power & Manganese Ltd
OPEN 106.00
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VOLUME 55509
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P/E 11.68
Mkt Cap.(Rs cr) 267
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Sell Qty 0.00
OPEN 106.00
CLOSE 102.20
VOLUME 55509
52-Week high 226.85
52-Week low 70.65
P/E 11.68
Mkt Cap.(Rs cr) 267
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indsil Hydro Power & Manganese Ltd. (INDSILHYDRO) - Director Report

Company director report

To

Shareholders

Dear Shareholders

The Board of Directors of your Company are pleased to present the 27thAnnual Report on the business of the

Company along with the Audited Financial Statements of the Company for the year ended31st March 2017.

FINANCIAL HIGHLIGHTS

The Standalone & Consolidated performance for the financial year ended 31stMarch 2017 is as under:

(Rs. in lakhs)

Particulars

Standalone

Consolidated

Current Year Previous Year Current Year Previous Year
2016-17 2015-16 2016-17 2015-16
(12 Months) (9 Months) (12 Months) (9 Months)
Total Revenue 12134 7304 22819 18008
Operating Expenses (11465) (6519) (21580) (16979)
Gross Profit 669 785 1239 1029
Depreciation (439) (326) (1096) (903)
Profit before Tax 230 459 142 126
Provision for Tax 7 (60) 7 (60)
Net Profit after Tax 237 399 149 66

FINANCIAL PERFORMANCE

During the period under review the Company has achieved on standalone basis revenueof ^12134/- Lakhs and net profit of Rs. 237/- Lakhs. During the same period the Companyon consolidated basis has achieved revenue of ^22819/- Lakhs and net profit of Rs. 150/-Lakhs.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended 31st March 2017

STATE OF AFFAIRS Operations

During the year under review the Company has achieved a turnover of ^12134/- Lakhs(2015-16: ^7304/- Lakhs) resulting in a Profit before tax of Rs. 230/- Lakhs.

The year under review saw comparatively poor monsoon cycles which resulted in lowergeneration of power of 11.82 million units (12 months) as against 26.85 million units (9months) during the previous year.

FUTURE PROSPECTS

The outlook and future prospects of the Company are presented in the "ManagementDiscussion and Analysis Report" forming part of this Report.

SCHEME OF AMALGAMATION OF INDSIL ENERGY AND ELECTROCHEMICALS PRIVATE LIMITED("TRANSFEROR COMPANY") WITH INDSIL HYDRO POWER AND MANGANESE LIMITED("TRANSFEREE COMPANY")

The Board of Directors of the Company vide resolutions passed on 29th May2017 and 16th June 2017 approved the Scheme of Amalgamation of M/s.lndsilEnergy and Electrochemicals Private Limited with the Company.

The proposed Scheme of Amalgamation is expected to yield the following benefits:

i. Enable consolidation of the business of both Companies into one entity which willfacilitate economies of scale focused growth operational efficiencies businesssynergies and better supervision of the business of the group.

ii. Bring in a Thermal Power base which would effectively diversify the transferee'srisk in terms of dependence on monsoons for its power plant.

iii. Consolidation of a 50% stake in Al-Tamman Indsil Ferro Chrome LLC a Ferrochromemanufacturing Company located in the Sultanate of Oman and consolidation of otherSubsidiary Companies.

iv. Result in a diversified power generation base and also regional diversificationacross Chhattisgarh Andhra Pradesh Kerala and the Sultanate of Oman includingdiversification of products like Ferro Chrome Low Carbon Silico Manganese and regularSilico Manganese.

v. Pooling of resources (including manpower management administration and marketingresources) of the aforesaid Companies resulting in synergies of operations andoptimisation of logistics resulting in more productive utilisation of said resourcessavings in cost and operational efficiencies.

vi. Strengthening financial position and increased leverage capacity of the mergedentity.

vii. Create long term value to the shareholders by unlocking value since the businessand profits will accrue to a single entity.

In pursuance of Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has obtained the observation letter from the BSE Limited(where the shares of the Company are listed) for the said Scheme of Amalgamation on 22ndAugust 2017.

The Company has also Tied an application with the National Company Law TribunalChennai Bench seeking its Order for convening the meeting of the equity shareholders andCreditors of the Company to obtain their approval for the Scheme of Amalgamation.

RENEWABLE ENERGY CERTIFICATES (REC)

The Central Electricity Regulatory Commission has unfortunately withdrawn theeligibility of RE status to all captive power plants that commenced before 2010.Therefore from 1st April 2016 the Company has lost its eligiblity for REC

Certificates and this will result in a deterioration of power price realization to thetune of f 1.5 per kwhr.

AL-TAMMAN INDSIL FERROCHROME LLC (ATIFC) - JOINT VENTURE COMPANY

The Oman JV Company is expected to perform very well during the year 2017. The JVCompany had commenced full scale commercial operations in 2014 and is expected to recordits first year of appreciable profits in the year 2017. This is primarily due to uptrendin price realizations of ferro chrome which began during late 2016.

SREE MAHALAKSHMI SMELTERS (P) LTD (SMS) - SUBSIDIARY OF THE COMPANY

During the year under review the Company took on lease the smelter plant belonging toSree Mahalakshmi Smelters Pvt Ltd. in Vizianagaram Andhra Pradesh and commencedoperations in the smelter from 2016. The operations of that unit are expected to yieldmore than Rs. 60 Crores from the Company's top line along with EBIDTA levels of around f7.5 Crores during the year 2017-18.

INDSIL HYDRO GLOBAL FZE SHARJAH AIRPORT INTERNATIONAL FREEZONE (SAIF)-WHOLLY OWNEDSUBSIDIARY

Indsil Hydro Global (FZE) has earned a profit of ^308.27 Lakhs in the currentreporting period as against a profit of ^255.18 Lakhs during the previous reportingperiod. The operations of the Company are expected to improve further in the forthcomingreporting period.

EXTENSION OF ANNUAL GENERAL MEETING

Pursuant to the provisions of Section 96 of the Companies Act 2013 the Registrar ofCompanies Coimbatore has granted extension of time for holding the Annual General Meetingof the Company for the financial year ended 31st March 2017 by a period of 3(three) months up to 31st December 2017.

TRANSFER TO RESERVES

The Company has not transferred any amount to its reserves during the year underreview. However an amount of ^236.98 Lakhs of the current profit has been carried forwardto the surplus in the Profit and Loss account of the Company.

DIVIDEND

The Board of Directors has recommended a dividend of Rs. 0.80 per equity share of ^10/- each (8%) on the Paid-up Equity Share Capital of Rs. 158867920/- for the financialyear ended 31st March 2017 aggregating Rs. 12709434/-. The total dividendpay-out works out to 53.63% of the net profit of the Standalone results.

The dividend on equity shares is subject to the approval of the shareholders in theAnnual General Meeting. The dividend if approved will be payable to those shareholderswhose names appear in the Register of Members as on Thursday the 14thDecember 2017 the date fixed for the purpose.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 & 125 of the Companies Act 2013 Unclaimed/ unpaid dividendrelating to the financial year 2010-11 will be remitted on 18.01.2019 to the InvestorEducation and Protection fund established by the Central Government.

SHARE CAPITAL

The issued subscribed and paid-up Share Capital of the Company as at 31.03.2017 stoodatRs. 158867920/- divided into 15886792 equity shares of Rs. 10/- each. During theyear under review the Company has not made any fresh issue of shares.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014is furnished in Annexure 1 and is attached to this report.

BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW

During the year under review 5 (five) Meetings of the Board of Directors 5 Meetingsof the Audit Committee 4 Meetings of the Nomination and Remuneration Committee 4Meetings of the Stakeholders Relationship Committee and 4 Meetings of the Corporate SocialResponsibility Committee were held. Further details of the same have been enumerated inthe Corporate Governance Report annexed herewith.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial

Standards and that such systems are adequate and operating effectively.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 with respectto Directors' Responsibility Statement the Board hereby confirm that -

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there were no material departure from those standards;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the Directors had devised proper system to ensure compliance with the provisions ofall the applicable laws and such systems were adequate and operating effectively;

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THECOMPANIES ACT 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no instances of frauds identified or reported by the Statutory Auditorsduring the course of their audit pursuant to Section 143(12) of the Companies Act 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify

themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules made thereunder and SEBI (Listing obligationsand Disclosure Requirements) Regulations 2015

COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT PAYMENT OF REMUNERATION AND OTHERMATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT 2013

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for fixing and revising remuneration of Directors Key ManagerialPersonnel Senior Management Personnel and Employees of the Company. The RemunerationPolicy of the Company is annexed herewith as Annexure 2 and can also be accessed on theCompany's website at the link ‘http://www.indsil.com/policies/'

COMMENTS ON AUDITOR'S REPORT

There are no qualifications reservations or adverse remarks or disclaimers made byM/s.Raja & Raman Statutory Auditors and M/s.KSR & Co. Company Secretaries LLF)Secretarial Auditors in their report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

During the year under review the Company has not granted any loan or given anysecurity pursuant to the provisions of Section 186 of the Company Act 2013. The detailsin respect of loans & investments made by the Company are disclosed in the notes tothe Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions entered into by the Company with related parties as defined underthe Companies Act 2013 and Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 during the financial year 2016-17 were in the ordinarycourse of business and on arms' length basis.

The particulars of contract and arrangement entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto are disclosed in Annexure 3(Form No.AOC-2) and forms part of this Report.

The policy on Related Party Transactions as approved by the Board of Directors of theCompany has been uploaded on the Company's website and may be accessed through the link at‘http://www.indsil.com/policies/'

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Board of Directors of the Company vide resolutions passed on 29th May2017 and 16th June 2017 approved the Scheme of Amalgamation of M/s.lndsilEnergy and Electrochemicals Private Limited with the Company with effect from theappointed date i.e. 1st April 2017.

The Scheme of Amalgamation is subject to the approval of the Shareholders and Creditorsof the Company and also subject to the sanction of the National Company Law Tribunal.

Other than that mentioned above there have been no material changes and commitmentsaffecting the financial position of the Company which has occurred between the financialyear ended 31st March 2017 and the date ofthe report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and outgo as required under section 134(3)(m) of the Companies Act

2013 read with Rule 8(3) of the Companies (Accounts) Rules

2014 is furnished in Annexure 4 and is attached to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The risk management and minimization procedure adopted and followed by the Company isadequate in relation to the nature and size of the business. The same is reviewedperiodically for improvement.

Though it is not applicable the Company has constituted a Risk Management Committee.The Committee has formulated a Risk Management Policy for Risk Management.

The Risk Management Committee duly constituted by the Board of Directors consists of:

1) Sri S.N.Varadarajan Executive Vice-Chairman as Chairman of the Committee

2) Sri Vinod Narsiman Managing Director as Member of the Committee

3) Dr. A.K.Sreedharan Director as Member of the Committee

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

Corporate Social Responsibility (CSR) Committee was constituted by the Board ofDirectors to undertake and administer Corporate Social Responsibility of the Company.

CSR Committee consists of:

1) Sri S.N.Varadarajan Executive Vice-Chairman as Chairman of the Committee

2) Sri Vinod Narsiman Managing Director and

3) Dr. A.K.Sreedharan Independent Director as Members of the Committee

The Company's CSR objective is promoting education including special education andemployment enhancing vocational skills to children medical aid health care sanitationdrinking water rural development employment opportunities old age homes protection ofnatural resources public libraries human rights and such other initiatives prescribedunder Schedule VII of the Companies Act 2013. The Company has developed Corporate SocialResponsibility Policy in line with the activities mentioned in Schedule VII of theCompanies Act 2013.

The prescribed amount of CSR expenditure could not be spent totally due to the Companynot being able to identify suitable local area projects for CSR activities despite itsconstant efforts to identify suitable projects. Thus there was a short fall ofRs.1634396/-. The Company would continue its pursuit and strengthen the mechanism toexecute all identified local area projects in future and adopt constant monitoring.

The annual report on CSR activities has been given in Annexure 5.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORSAND COMMITTEES

On the advice of the Board of Directors the Nomination and Remuneration Committee ofthe Board of Directors of the Company formulated the criteria for evaluation of theperformance of the Board of Directors & its committees Independent DirectorsNon-Independent Directors and the Executive Vice-Chairman/Managing Director of the Board.Based on that performance evaluation has been undertaken. The Independent Directors ofthe Company have also convened a separate meeting for this purpose.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Smt D.Pushpa Varadarajan (DIN: 00035787) and

Sri S.lnderchand (DIN: 00035907) Directors of the Company retire by rotation at theensuing Annual General Meeting and being eligible offers themself for re-appointment.

Sri S.N.Varadarajan (DIN: 00035693) has attained the age of 70 years and as such theapproval of the Members is being sought at the ensuing Annual General Meeting forcontinuation of his current term till the end of tenure of his office.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee has reappointed Sri Vinod Narsiman (DIN: 00035746) as Managing Director of theCompany for a further period of 5 years with effect from 6th November 2017 onthe terms and conditions as set out in the notice convening the Annual General Meeting.Necessary resolution in this regard has been proposed for the approval of the Members atthe ensuing Annual General Meeting.

Sri K.Annamalai (DIN: 00751334) and Sri V.Dharmaraj (DIN: 07944099) were appointed asAdditional Directors of the Company with effect from 13th November 2017 andthey shall hold office upto the date of this Annual General Meeting. Accordinglynecessary resolution proposing their appointment as Independent Directors of the Companyhas been included in the Agenda of the Notice convening the Annual General Meeting for theapproval of the Members.

Your Directors recommended their appointment/ re-appointment.

Dr.T.C.R Nambiar resigned from the Board of Directors of the Company with effect from13th November 2017. The Board of Directors wish to place on record theirsincere appreciation for the valuable contributions made by him during his tenure asDirector.

Key Managerial Personnel of the Company as required pursuant to Section 2(51) and 203of the Companies Act 2013 are Sri S.N.Varadarajan Executive Vice-Chairman Sri VinodNarsiman Managing Director Sri S. Mahadevan Company Secretary and Sri R.Murali ChiefFinancial Officer.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two Subsidiaries namely M/s.Sree Mahalakshmi Smelters Private Ltd andM/s.lndsil Hydro Global (FZE).

The Company also has a 26.62% stake in M/s.AI-Tamman Indsil Ferro Chrome LLC a JointVenture Company in the Sultanate of Oman.

The Company does not have any material Subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding Company in the immediately preceding financial yearor has generated 20% of the consolidated income of the Company during the previousfinancial year. The Board has approved a policy for determining material subsidiarieswhich has been uploaded on the Company's website and can be accessed at the link‘http://www.indsil.com/policies/' .

A report containing the salient features of the Subsidiaries and Joint Ventures asrequired under Section 129(3) of the Companies Act 2013 in Form AOC - 1 is attachedherewith as Annexure 6 to this report.

The consolidated financial statements of the Company and its Subsidiaries prepared inaccordance with the applicable accounting standards have been annexed to the AnnualReport.

The annual accounts of the Subsidiary Company are posted on the website of the Companyviz. www.indsil.com and will also be kept open forinspection by any shareholder at the Registered Office of the Company. The Company shallalso provide the copy of the annual accounts of Subsidiary Company to the shareholdersupon their request.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits covered under Chapter V of theCompanies Act 2013 and hence there are no deposits remaining unclaimed or unpaid as on31st March 2017. Accordingly the question of default in repayment of depositsor payment of interest thereon during the year does not arise.

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

There is no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operation in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has put in place proper systems and procedures to detect and protect theOrganizational resources both tangible and intangible. The Company has also put in placethe following to ensure the adequacy of internal financial controls:

• The Company maintains all its records in ERP System and the work flow andapprovals are routed through ERP;

• The Company has appointed Internal Auditors to check the Internal Controls andalso check whether the workflow of the Organization is in accordance with the approvedpolicies of the Company. In every quarter during approval of Financial StatementsInternal Auditors will present to the Audit Committee the I nternal Audit Report andManagement Comments on the Internal Audit observations; and

• The Board of Directors of the Company have adopted various policies likeCorporate Social Responsibility Policy Code of Conduct to Regulate Monitor and ReportTrading by Insiders Code of Practices for Fair Disclosure of Unpublished Price SensitiveInformation Code of Conduct applicable to the Board of Directors including Key ManagerialPersonnel and Senior Management Personnel Enterprise Risk Management Policy PerformanceEvaluation Board Diversity and Professional Code of Conduct Policy for Related PartyTransactions Policy on Determination of Materiality for Disclosure of events orinformation Policy on Material Subsidiary Prevention of Sexual Harassment at WorkplaceProfessional Code of Conduct for Independent and Non-Executive Directors including SeniorManagerial Personnel (SMP) Succession Planning for the Board and Senior ManagementWhistle Blower Policy and such other procedures for ensuing the orderly and efficientconduct of its business for safeguarding of its assets the accuracy and completeness ofthe accounting records and the timely preparation of reliablefinancial information.

The Directors and Management confirm that the Internal Financial Controls (IFC) areadequate with respect to the operations of the Company. A report of Auditors pursuant toSection 143(3)(i) of the Companies Act 2013 certifying the adequacy of Internal FinancialControls is annexed with the Auditors report.

AUDITORS

STATUTORY AUDITORS

The present tenure of M/s.Raja & Raman (Firm Registration No. 003382S) CharteredAccountants Coimbatore expires at the ensuing Annual General Meeting. The Audit Committeeand the Board of Directors at their meeting held on 16th June 2017 haverecommended the re-appointment of M/s.Raja & Raman as the Statutory Auditors of theCompany for a further period of 5 years from the conclusion of this Annual General Meetingtill the conclusion of the 32nd Annual General Meeting of the Company subjectto ratification of their appointment by the Members at every Annual General Meeting if sorequired under the Act. Further the Company has received a certificate from M/s.Raja &Raman to the effect that their re-appointment if made would be in compliance with theprovisions of Section 141 of the Companies Act 2013. Accordingly the Members arerequested to re-appoint the Statutory Auditors of the Company.

Necessary resolution for the re-appointment of Auditors has been included in the Noticeof the Annual General Meeting for the approval of the Members.

COST AUDITORS

Pursuant to the provision of Section 148 of the Companies Act 2013 read withnotifications/ circulars issued by the Ministry of Corporate Affairs from time to time andas per the recommendation of the Audit Committee the Board of Directors at their meetingdated 29th May 2017 have appointed Mr.B.Venkateswar (Membership No.27622)CostAccountant Coimbatore as Cost Auditors of the Company for the financial year 2017-18.The remuneration payable to the Cost Auditor is subject to the ratification ofthe Membersin General Meeting.

SECRETARIAL AUDITORS

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 M/s.KSR & Co. Company Secretaries LLF; a firm of Company Secretaries toundertake the Secretarial Audit of the Company for the financial year 2016-17. The reportof the Secretarial report is annexed herewith as Annexure 7 to this report.

The Board of Directors of the Company at their meeting held on 23rd August2017 have appointed Sri M.D.Selvaraj FCS MDS & Associates Company Secretaries inPractice to undertake the Secretarial Audit of the Company for the financial year 2017-18.

INTERNAL AUDITOR

Ms.K.R.Divya (Membership No. 228896) Chartered Accountant Coimbatore has beenappointed as the Internal Auditor of the Company to undertake internal audit of therecords of the Company.

PARTICULARS OF EMPLOYEES

The disclosure as required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as Annexure 8.

EMPLOYEE STOCK OPTION SCHEME

The Company has in place an Employee Stock Option Scheme (ESOS) named "INDSILESOS 2015" pursuant to SEBI (Share Based Employee Benefits) Regulations 2014. TheCompany has not allotted any stock options during the year under review and there are nooutstanding options which are yet to be exercised by the employees of the Company. Detailsof Employee Stock Options pursuant to SEBI (Share Based Employee Benefits) Regulations2014 is given in Annexure 9 to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

The Company has been employing women employees in various cadres within the Office /factory premises. The Company has in place an Anti-harassment policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act

2013. There was no compliant received from any employee during the financial year2016-17 and hence no complaint is outstanding as on 31.03.2017 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and analysis is annexed herewith as Annexure 10 tothis report.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed and forms part of this report. The Companyhas complied with the conditions relating to Corporate Governance as stipulated inRegulation 27 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.

AUDIT COMMITTEE

The Company has an Audit Committee in accordance with the provisions of Section 177 ofthe Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Kindly refer to the Section on Corporate Governanceunder the head ‘Audit Committee' for matters relating to the composition meetingsand functions of the Committee. The Board has accepted the Audit Committee recommendationsduring the year whenever required and hence no disclosure as required under Section 177(8)of the Companies Act 2013 with respect to rejection of any recommendations of AuditCommittee by Board is necessary.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has constituted a Vigil Mechanism as required under the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Companyhas adopted a formal mechanism to the Directors and employees to report about unethicalbehaviour suspected fraud or violation of Code of Conduct and ethics. The Policy aims atconducting the affairs in a fair and transparent manner by adopting the highest standardsof professionalism honesty integrity and ethical behaviour.

The policy can be accessed on the Company's website at the link ‘http://www.indsil.com/policies/'.

CEO/CFO CERTIFICATION

As required under SEBI (Listing obligations and Disclosure Requirements) Rules 2015the Managing Director and the Chief Financial Officer have furnished necessary certificateto the Board on the financial statements presented.

DEPRECIATION

Depreciation on fixed assets is provided on Straight Line Method in accordance with therates specified under Schedule II of the Companies Act 2013 except the useful life ofthe Plant and Machinery based on the technical evaluations. As per the technicalevaluations such useful life has been taken as 20 years.

INSURANCE

All the properties of the Company including buildings plant & machinery and stockshave been adequately insured.

INDUSTRIAL SAFETY

Your Company has laid high emphasis on safety of all the personnel and mitigation ofdamage to equipments the Company has thoroughly followed all the safety measures.

ACKNOWLEDGEMENTS

Your Directors are extremely thankful to State Bank of India Export Import Bank ofIndia IDBI Bank Limited Yes Bank Limited RBL Bank Limited and the Federal Bank Limitedfor their continued support.

Your Directors acknowledge and express their grateful appreciation for the co-operationand support received from Government Authorities Kerala State Industrial DevelopmentCorporation employees customers and suppliers. They also thank the shareholders for theconfidence reposed by them in the management of the Company and for their continuedsupport and co-operation.

For and on behalf of the Board

Sd/- Sd/-
S N VARADARAJAN VINOD NARSIMAN
Executive Vice-Chairman Managing Director
DIN: 00035693 DIN:00035746
Place: Coimbatore
Date: 13th November 2017