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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
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OPEN 8.24
CLOSE 8.24
VOLUME 2143
52-Week high 66.00
52-Week low 8.08
P/E
Mkt Cap.(Rs cr) 22
Buy Price 8.25
Buy Qty 21.00
Sell Price 8.08
Sell Qty 1.00

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

Company director report

Dear Shareholders

The Board of Directors of your Company are pleased to present the 28th Annual Report onthe operations and business of the Company along with the Audited Financial Statements ofthe Company for the Financial Year ended 31st March2018.

FINANCIAL HIGHLIGHTS

The Standalone & Consolidated performance for the financial year ended 31st March2018 is as under:

(R in Lakhs)

Particulars

Standalone

Consolidated

Current Year 2017-18 Previous Year 2016-17 Current Year 2017-18 Previous Year 2016-17
Total Revenue 30409 12134 75140 22819
Operating Expenses (28435) (11449) (67623) (21565)
Gross Profit 1974 684 7517 1254
Depreciation (615) (439) (2587) (1096)
Profit before Tax 1359 245 4930 157
Provision for Tax (176) 5 (182) -6
Net Profit after Tax 1183 250 4748 151

FINANCIAL PERFORMANCE

During the period under review the Company has achieved on Standalone basis revenueof R 30409 Lakhs and net profit of R 1183 Lakhs. During the same period the Company onConsolidated basis has achieved revenue of R75140 Lakhs and net profit of R4748 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 2018.

STATE OF AFFAIRS

Operations

During the year under review the Company has achieved a turnover of R30409 Lakhs(2016-17: R 12134 Lakhs) resulting in a Profit before tax of R 1359 Lakhs.

The year under review saw a generation of power of 29.46 million units as against 11.82million units during the previous year.

The Raipur Thermal Power division is temporarily suspended due to lack of availabilityof coal from Government owned Coal India Limited.

FUTURE PROSPECTS

The outlook and future prospects of the Company are presented in the "ManagementDiscussion and Analysis

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of companies. Ind AS has replaced the existing Indian GAAP prescribedunder Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014. For the Company Ind AS is applicable from 1st April 2017 with a transitiondate of 1st April 2016. The reconciliations and descriptions of the effect of thetransition from IGAAP to Ind AS have been provided in the notes to accounts in theStandalone and Consolidated Financial Statements.

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

The National Company Law Tribunal Chennai Bench has vide its order dated 4th May 2018& 8th May 2018 sanctioned the Scheme of Amalgamation of M/s Indsil Energy andElectrochemicals Private Limited with M/s Indsil Hydro Power and Manganese Limited witheffect from the appointed date of 1st April 2017. The said order was filed with theRegistrar of Companies Coimbatore on 23rd May 2018 pursuant to which the Scheme has comeinto effect.

Accordingly the financial statements for the year ended 31st March 2018 have beenpresented giving effect to the said amalgamation.

M/S AL-TAMMAN INDSIL FERROCHROME LLC (ATIFC)

M/s Al-Tamman Indsil Ferro Chrome LLC had a sound performance on account of aturnaround in the fortunes of the chrome industry.

Your Company is planning to expand its capacity in Oman by 40%.

M/S SREE MAHALAKSHMI SMELTERS PRIVATE LIMITED - WHOLLY OWNED SUBSIDIARY OF THE COMPANY

The Company had a 51% stake in M/s Sree Mahalakshmi Smelters Private Limited and was asubsidiary of the Company. Consequent to merger of M/s Indsil Energy and ElectrochemicalsPrivate Limited with the Company vide order of the National Company Law Tribunal dated 4thMay 2018 & 8th May 2018 M/s Sree Mahalakshmi Smelters Private Limited has becomethe Wholly Owned Subsidiary of the Company.

M/s Sree Mahalakshmi Smelters Private Limited having leased a part of Land &Building and Plant & Machinery to M/s Indsil Hydro Power and Manganese Limited earneda lease income of R 60/- Lakhs for the year under review.

M/S INDSIL HYDRO GLOBAL FZE & M/S INDSIL ENERGY GLOBAL FZE SHARJAH AIRPORTINTERNATIONAL FREEZONE (SAIF) - WHOLLY OWNED SUBSIDIARIES

M/s Indsil Hydro Global (FZE) a Wholly Owned Subsidiary of the Company has earned aprofit of R 247.45 Lakhs in the current reporting period as against a profit of R 308.27Lakhs during the previous reporting period. The operations of the Company are expected toimprove further in the forthcoming reporting period.

M/s Indsil Energy Global (FZE) was a Wholly Owned Subsidiary of the erstwhile M/sIndsil Energy and Electrochemicals Private Limited. Consequent to the merger of M/s IndsilEnergy and Electrochemicals Private Limited with the Company M/s Indsil Energy Global(FZE) has become a Wholly Owned Subsidiary of the Company.

M/s Indsil Energy Global (FZE) has earned a profit of R252.70 Lakhs in the currentreporting period as against a profit of R314.80 Lakhs during the previous reportingperiod.

TRANSFER TO RESERVES

The Company has not transferred any amount to its reserves during the year underreview. However an amount of R 1182.51/- Lakhs of the current profit has been carriedforward under the head retained earnings.

DIVIDEND

The Board of Directors has recommended a dividend of ' 0.70 per equity share of R 10/-each (7%) on the Paid-up Equity Share Capital of R277697140/- for the financial yearended 31st March 2018 aggregating R 19438799.80/-. The total dividend pay-out worksout to 9.40% 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 20th September 2018 the date fixedfor the purpose.

TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124 & 125 of the Companies Act 2013 unclaimed / unpaiddividend relating to the financial year 2011-12 will be remitted on 16.01.2020 to theInvestor Education and Protection Fund established by the Central Government.

Further pursuant to Section 124(6) of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 99497 Equity Shares of R10/- each on which dividend had remained unclaimed for aperiod of 7 (seven) years have been transferred to the credit of the demat accountidentified by the IEPF Authority during the year under review.

SHARE CAPITAL

The issued subscribed and paid-up share capital of the Company as at 31st March 2018stood at R 158867920/divided into 15886792 Equity Shares of R 10/- each. During theyear under review the Company has not made any fresh issue of shares.

However pursuant to the Scheme of Amalgamation of M/s Indsil Energy andElectrochemicals Private Limited (Transferor Company) with M/s Indsil Hydro Power andManganese Limited (Transferee Company) sanctioned by the National Company Law TribunalChennai Bench vide order dated 4th May 2018 & 8th May 2018 an amount of'268829220/- representing the value of Equity and Preference Shares to be allotted tothe Shareholders of M/s Indsil Energy and Electrochemicals Private Limited asconsideration for merger has been shown under the head 'Share Capital Suspense Account' inthe financial statements.

Subsequently pursuant to the said Scheme of Amalgamation the Board of Directors ofthe Company at their meeting held on 29th May 2018 allotted the following shares asconsideration for the merger:

• 11882922 Equity Shares of R10/- each to the Equity Shareholders of M/s IndsilEnergy and Electrochemicals Private Limited

• 15000000 10% Cumulative Redeemable Preference Shares of R10/- each to thePreference Shareholders of M/s Indsil Energy and Electrochemicals Private Limited

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 7 (seven) Meetings of the Board of Directors 6 (six)Meetings of the Audit Committee 4 (four) Meetings of the Nomination and RemunerationCommittee 4 (four) Meetings of the Stakeholders Relationship Committee and 4 (four)Meetings of the Corporate Social Responsibility Committee were held. Further details ofthe same have been enumerated in the 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

Sec retarial Standards and that such systems are adequate and operating effectively.The Company has duly complied with Secretarial Standards issued by the Institute ofCompany Secretaries of Indian on Meeting of the Board of Directors (SS-1) and GeneralMeetings (SS-2).

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 confirms 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 judgements and estimates that were reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the 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;

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 theyfulfil 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 ofthe Companies Act 2013 and the relevant rules made thereunder and SEBI (ListingObligations and 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 the remuneration of Directors Key Managerial Personnel SeniorManagement Personnel and Employees of the Company. The Nomination and Remuneration Policyof the Company is annexed herewith as Annexure 2 and can also be accessed on the Company'swebsite at the link http:// www. indsil. com/ policies/

COMMENTS ON AUDITOR'S REPORT

There are no qualifications reservations or adverse remarks or disclaimers made by M/sRaja & Raman Statutory Auditors and Sri M D Selvaraj FCS of MDS & AssociatesPractising Company Secretaries 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 Companies Act 2013. Thedetails in respect of loans & investments made by the Company in the earlier years aredisclosed in the notes to the Financial Statements.

Further pursuant to the Scheme of Amalgamation of M/s Indsil Energy andElectrochemicals Private Limited (Transferor Company) with M/s Indsil Hydro Power andManganese Limited (Transferee Company) sanctioned by the National Company Law TribunalChennai Bench vide order dated 4th May 2018 & 8th May 2018 the investments of theTransferor Company comprising of investments in M/s Al-Tamman Indsil Ferro Chrome LLC M/sIndsil Energy Global (FZE) and

M/s Sree Mahalakshmi Smelters Private Limited have been transferred to the Company witheffect from the appointed date i.e. 1st April 2017.

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 2017-18 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 National Company Law Tribunal Chennai Bench vide order dated 4th May 2018 &8th May 2018 sanctioned the Scheme of Amalgamation of M/s Indsil Energy andElectrochemicals Private Limited (Transferor Company) with M/s Indsil Hydro Power andManganese Limited (Transferee Company) pursuant to which all the assets and liabilities ofthe Transferor Company have been vested with the Company with effect from the appointeddate i.e. 1st April 2017.

Subsequently pursuant to the said Scheme of Amalgamation the Board of Directors ofthe Company at their meeting held on 29th May 2018 allotted the following shares asconsideration for the merger

• 11882922 Equity Shares of R10/- each to the Equity Shareholders of M/s IndsilEnergy and Electrochemicals Private Limited

• 15000000 10% Cumulative Redeemable Preference Shares of R 10/- each to thePreference Shareholders of M/s Indsil Energy and Electrochemicals Private Limited

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 2018 and the date of the 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(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 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 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 of R618443/- The Company would continue its pursuit and strengthen the mechanism to executeall 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 Vice-Chairman / Managing Director of the Board. Based onthat performance evaluation has been undertaken. The Independent Directors of the Companyhave also convened a separate meeting for this purpose.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review the Board of Directors on the recommendation of theNomination and Remuneration Committee and approval of the Members have re-appointed SriVinod Narsiman as the Managing Director of the Company for a further period of 5 (five)years with effect from 6th November 2017.

Further Sri K Annamalai and Sri V Dharmaraj were appointed as the IndependentDirectors of the Company for a period of

5 (five) years with effect from 13th November 2017 at the Annual General Meeting heldon 21st December 2017.

Dr T C P Nambiar and Sri K S Mahadevan (DIN: 00043314) resigned from the Board ofDirectors of the Company with effect from 13th November 2017 & 2nd March 2018respectively. The Board wishes to place on record their sincere appreciation for thevaluable contributions made by them during their tenure as Directors.

Sri B Balchand (DIN: 00035878) and Sri S N Varadarajan (DIN: 00035693) Directors ofthe Company retire by rotation at the ensuing Annual General Meeting and being eligibleoffer themselves for re-appointment.

Sri S N Varadarajan (DIN: 00035693) has been re-designated as Non-ExecutiveVice-Chairman of the Company with effect from 29th May 2018.

Smt R Saroja (DIN: 08134556) was appointed as Additional Director of the Company witheffect from 29th May 2018 and she shall hold office upto the date of this Annual GeneralMeeting. Accordingly necessary resolution proposing her appointment as an IndependentDirector of the Company has been included in the Agenda of the Notice convening the AnnualGeneral Meeting for the approval of the Members.

Sri K Ramakrishnan was appointed as an Independent Director of the Company with effectfrom 19th December 2014. Consequent to the amalgamation of M/s Indsil Energy andElectrochemicals Private Limited with the Company he ceased to be an Independent Directorof the Company. Sri K Ramakrishnan has given a declaration to this effect that he does notmeet the criteria of independence as provided in Section 149(6) of the Companies Act2013. Subsequently he resigned from the post of Independent Director of the Company witheffect from 29th May 2018.

Sri K S Mahadevan & Sri K Ramakrishnan were appointed as Additional Directors ofthe Company with effect from 29th May 2018 & 30th May 2018 respectively and theyshall hold office upto the date of this Annual General Meeting. Accordingly necessaryresolution proposing their appointment as Non-Executive Directors of the Company has beenincluded in the Agenda of the Notice convening the Annual General Meeting for the approvalof the Members.

Subsequently Sri K Ramakrishnan was also appointed as Whole-Time Director of theCompany with effect from 1st June 2018. Accordingly necessary resolution proposing hisappointment as Whole-Time Director of the Company has also been included in the Agenda ofthe Notice convening the Annual General Meeting for the approval of the Members.

Your Directors recommended their appointment/ re-appointment.

Key Managerial Personnel of the Company as required pursuant to Section 2(51) and 203of the Companies Act 2013 are Sri Vinod Narsiman Managing Director Sri K RamakrishnanWhole-time Director Sri S Mahadevan Company Secretary and Sri R Murali Chief FinancialOfficer.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has three Wholly Owned Subsidiaries namely M/s Sree Mahalakshmi SmeltersPrivate Ltd M/s Indsil Hydro Global (FZE) Sharjah Airport International Freezone (SAIF)and M/s Indsil Energy Global (FZE) Sharjah Airport International Freezone (SAIF).

Pursuant to the Scheme of Amalgamation of M/s Indsil Energy and ElectrochemicalsPrivate Limited (Transferor Company) with M/s Indsil Hydro Power and Manganese Limited(Transferee Company) sanctioned by the National Company Law Tribunal Chennai Bench videorder dated 4th May 2018 & 8th May 2018 the stake of the Company in M/s Al-TammanIndsil Ferro Chrome LLC Sultanate of Oman has increased to 50%. Accordingly inaccordance with the applicable accounting standards M/s Al-Tamman Indsil Ferro Chrome LLChas been considered as a subsidiary for the purpose of consolidation in the financialstatements.

The Board has approved a policy for determining material subsidiaries which has beenuploaded 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 Venture asrequired under Section 129(3) of the Companies Act 2013 in

Form AOC-1 is attached herewith 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 Companies are posted on the website of theCompany viz. www.indsil.com and will also be kept open for inspection by any shareholderat the Registered Office of the Company. The Company shall also provide copy of the annualaccounts of Subsidiary Companies to the Shareholders upon 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 2018. Accordingly the question of default in repayment of deposits or paymentof 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 Auditor 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 Auditor will present to the

Audit Committee the Internal Audit Report and Management Comments on the InternalAudit observations;

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 InternalFinancial Controls is annexed with the Auditors Report.

MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRALGOVERNMENT

Pursuant to the provisions of Section 148 (1) of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 the Company has duly made and maintainedthe Cost Records as mandated by the Central Government.

AUDITORS STATUTORY AUDITORS

M/s Raja & Raman (Firm Registration No. 003382S) Chartered Accountants Coimbatorewere appointed as Statutory Auditors of the Company for a period of 5 years at the 27thAnnual General Meeting held on 21st December 2017 and they hold office till theconclusion of the 32nd Annual General Meeting of the Company. The Auditors' Report on theStandalone and Consolidated Financial Statements for the year ended 31st March 2018 hasbeen annexed to the financial statements.

Vide notification dated 7th May 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of Statutory Auditors by Members ateach Annual General Meeting has been done away with. Accordingly no resolution is beingproposed for ratification of appointment of Statutory Auditors at this Annual GeneralMeeting.

COST AUDITOR

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 2018 have appointed Sri. B Venkateswar (Membership No. 27622) CostAccountant Coimbatore as Cost Auditor of the Company for the financial year 2018-19. Theremuneration payable to the Cost Auditor is subject to the ratification of the Members inGeneral 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 Sri M D Selvaraj FCS of MDS & Associates Practising Company Secretaries toundertake the Secretarial Audit of the Company for the financial year 2017-18. The reportof the Secretarial Auditor is annexed herewith as Annexure 7.

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.

The Compensation Committee of the Board of Directors of the Company and the Indsil ESOSTrust inter alia administers and monitors the Employees' Stock Option Plan of theCompany. Details of Employee Stock Options pursuant to SEBI (Share Based EmployeeBenefits) Regulations 2014 is given in Annexure 9 to this Report.

The Board of Directors of the Company at their meeting held on 10th August 2018 haveproposed to wind-up the old Scheme and cancel the options which were not granted under theold Scheme. Accordingly Indsil ESOS 2015 stands cancelled. The Indsil ESOS Trustconstituted for administration of the Indsil ESOS 2015 shall also be wound-up.

The Board of Directors at the said meeting have also subject to the approval of theMembers proposed to put in place a new Scheme namely Indsil ESOS 2018. The necessaryresolution seeking the approval of the Members for the proposed new Scheme has beenincluded in the Agenda of the Notice convening the Annual General Meeting for the approvalof the Members. Once the approval has been obtained the Company shall seek necessaryapprovals of the Statutory Authorities and Regulators for issue of options under the newScheme.

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 and has compliedprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Therewas no compliant received from any employee during the financial year 2017-18 and hence nocomplaint is outstanding as on 31.03.2018 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 meetings andfunctions 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.

INDUSTRYSAFETY

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 ICICI Bank Limited IDBI Bank Limited Yes Bank Limited RBL Bank Limited AxisBank Limited Karnataka Bank Limited and the Federal Bank Limited for their continuedsupport.

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
Vice-Chairman Managing Director
DIN:00035693 DIN: 00035746
Place: Coimbatore
Date: 10th August 2018