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Ingersoll-Rand (India) Ltd.

BSE: 500210 Sector: Engineering
NSE: INGERRAND ISIN Code: INE177A01018
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OPEN 509.65
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VOLUME 1150
52-Week high 915.00
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P/E 17.97
Mkt Cap.(Rs cr) 1,597
Buy Price 503.25
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Sell Price 505.90
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OPEN 509.65
CLOSE 512.25
VOLUME 1150
52-Week high 915.00
52-Week low 501.75
P/E 17.97
Mkt Cap.(Rs cr) 1,597
Buy Price 503.25
Buy Qty 80.00
Sell Price 505.90
Sell Qty 18.00

Ingersoll-Rand (India) Ltd. (INGERRAND) - Director Report

Company director report

To

THE MEMBERS

INGERSOLL-RAND (INDIA) LIMITED

Your Directors are pleased to submit the Ninety-Fifth Annual Report along with theAudited Balance Sheet and Statement of Profit and Loss for the year ended March 31 2017that is the year under review.

Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs your Company has adopted the Indian Accounting Standards ("IndAS") notified under Section 133 of the Companies Act 2013 ("the Act") theCompanies (Indian Accounting Standards) Rules 2015 and other relevant provisions of theAct with effect from April 1 2016. Financial statements for the year ended as at March312016 have been restated to conform to Ind AS. Note 37 to the financial statementsprovide further explanation on the transition to Ind AS.

1. FINANCIAL SUMMARY OF THE COMPANY

2016-17 2015-16
Continuing Operations:
Gross Profit: 1269.75 898.81
(Less): Depreciation and amortization expenses (118.00) (97.76)
(Less): Finance costs (7.88) (4.67)
Profit before taxation and exceptional items 1143.87 796.38
(Less)/Add: Provision for Current Tax (375.75) (269.26)
(Less)/Add: Deferred Tax for the year (26.73) 13.83
(Less)/Add: Write back relating to 31.34 52.17
(371.14) (203.26)
prior years (net)
Net Profit 772.73 593.12
Other comprehensive income:
Gain/(loss) on remeasurements of post-employment benefit obligations (18.34) 4.31
Income tax on above 6.35 (1.49)
(11.99) 2.82
Discontinuing Operations:
Profit before tax --- 23.27
Income tax expense 8.05
Net Profit --- 15.22
Total comprehensive income for the year 760.74 611.16
Add: Balance in retained earnings brought forward from earlier years 6722.86 6339.66
7483.60 6950.82
Appropriations:
Dividends paid (including tax thereon) 227.96 227.96
Balance carried to Balance Sheet 7255.64 6722.86
7483.60 6950.82

2. MANAGEMENT DISCUSSION AND ANALYSIS

I. Industry Structure and Development: India has registered a steady pace of economicgrowth in Fiscal 2016-17 as it did in Fiscal 2015-16. Additionally macroeconomicparameters such as inflation fiscal deficit and current account balance have exhibiteddistinct signs of improvement. Continued weak growth in advanced and emerging economieshas taken its toll on India's exports. Nevertheless trade and current account deficitshave improved due to relatively lower prices for crude oil which is imported by India. Therupee has depreciated with respect to the US dollar similar to several other currenciesin the world.

India's GDP for fiscal year 2016-17 was at 7.1% slowing from 7.6% in the previousfinancial year. The demonetization of high value currency notes by the Central Governmentduring the third quarter of financial year 2016-17 has had short-term costs in the form ofslow growth but holds the potential for long-term benefits.

Growth rate of industrial sector is estimated to moderate to 5.2 per cent in fiscalyear 2016-17 from 7.4 per cent last fiscal. During April-November 2016 a modest growth of0.4 per cent has been observed in the Index of Industrial Production (IIP) due to stronggrowth in electricity generation offset by moderation in mining and manufacturing. Thecapital goods sector continued its sharp decline with production at a dismal lowest sinceyear 2008. The industrial sector too showed a moderate decline.

The introduction of Goods and Service Tax (GST) will create a common Indian marketimprove tax compliance and governance and boost investment and growth. It is also a boldnew experiment in the governance of India's cooperative federalism.

Many new initiatives taken by the Government of India in the form of Make- in-IndiaInvest India Start Up India and e-biz Mission Mode Project under the nationale-governance plan are facilitating investment and ease of doing business in the country.

Your Company's products are primarily sold to industries in the automotive metalspharmaceutical and textile sectors and these sectors have shown moderate growth improvingthe revenue by 1.7% during the year under review.

II. Segment-wise operational performance: Air Solutions is the only continuing segmentin your Company's operations. The gross revenue of Air Solutions business in the yearunder review was INR 6772 million as against INR 6658 million in the previous financialyear. Your Company continues to focus on local innovation and creating markets "InIndia; For India; By India".

The profit before tax from continuing operations is Rs. 1144 million in the year underreview as against Rs. 796 million in the previous financial year.

III. Outlook: The Indian economy is slated to grow at a healthy 7.50% in the fiscalyear 2017-18. As per a report by CMIE (Centre for Monitoring Indian Economy) the slow butsteady improvement in size of the Indian economy is likely to continue in 2017-18. YourCompany will continue to move on its path of sustained growth through differentiatedproduct offerings and providing great service to its customers.

IV. Threat and concerns: The primary threat continues to be leading competitors thatare using price pressures as a tool to win the market share. Availability of spuriousparts and components at cheap prices is also an added threat. Fluctuating foreign currencyrates will have impact on imports. However the superior product quality together withsustained performance and strong brand image is helping your Company in securing customerorders. Innovation based approach ensures that your Company stays ahead of competition.

V. Safety Health and Environment: Environmental Health and Safety (EHS) arefundamentals to your Company's business. All employees are encouraged to demonstratecommitment to EHS by pursuing goal of "zero injuries" and "incidentfree" operations. The management is committed to conducting the Company's business ina sustainable manner with stringent procedures around safety systems and processes. YourCompany continues to monitor the hazardous and non-hazardous waste generation anddisposal. Regular health check-up and hygiene studies are conducted every year for theemployees. Your Company has been working towards protecting the environment bycontinuously improving the management of energy and natural resources promoting recyclingand preventing pollution. Your Company has also achieved substantial savings by carryingout energy audits and implementing projects to save energy.

VI. Technology Innovation: Diversity engagement and teamwork drive innovation andpassion for exceeding customer expectations. Your company has continued to invest intechnology innovation through product strategies. The Ingersoll Rand product portfolio isbecoming smarter and more connected than ever before enabling our customers to make moreinformed decisions and improve productivity and efficiency.

During the year under review you Company continued to leverage its range of productsfor meeting existing customer expectations and for new customer acquisition. A majorthrust was also laid on brand building activities that helped showcase our solutions andcapabilities to a larger audience including the industry. Our key products includingEvolution Sierra SH75 aeration blower Oil-free Centac range amongst others wereshowcased to thousands of existing and prospective customers through events and exhibitionshowcases leading to successful order bookings and lead generation. Multiple industriesincluding Pharmaceuticals Petrochemical Plastics Packaging Textile and Printing havebeen targeted through these series of activities.

Your Company has also utilized this time period to invest in innovation for new productdevelopment and provide more energy efficient solutions for its customers. Around theworld businesses turn to Ingersoll Rand to redefine reliability and efficiency and withthe new range of products your Company will be delivering world class efficiencyincreased uptime and the right solution for operational excellence.

3. DIVIDEND

Your Company declared an interim dividend at the rate of Rs. 3/- per share absorbingRs. 94.70 million. Based on the Company's performance your Directors in the meeting heldon 23rd May 2017 have subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting recommended the payment of final dividend for the year under review atthe rate of Rs. 3/- per share bringing the total dividend for the year to Rs. 6/- pershare (60%). The total dividend if approved by the shareholders at the Annual GeneralMeeting would involve a cash outflow of Rs. 189.40 million out of the profits for theyear (previous year Rs. 189.40 million). Dividend distribution tax payable by the Companywould be Rs. 38.56 million (previous year Rs. 38.56 million).

As per Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") the dividend distribution policy of the Company has been disclosed inthe Corporate Governance Report and on the website of the Company.

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Act your Directors have decided to retain the fullprofits for the year under review in Retained Earnings.

5. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments which has occurred affecting thefinancial position of the Company between the end of the financial year of the Companyi.e. March 312017 and the date on which this report has been signed.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THEGOING CONCERN STATUS

There are no significant and material order(s) passed by any of the Regulators orCourts or Tribunals which could impact the going concern status of the Company and itsfuture operations.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company's management is responsible for establishing and maintaining an adequatesystem of internal controls over financial reporting. Accordingly the Board of Directorshas laid down internal financial controls to be followed by the Company and such policiesand procedures to be adopted by the Company for ensuring efficient and orderly conduct ofits business including adherence to Company's policies the safeguarding of its assetsthe accuracy and completeness of the accounting records and the timely preparation offinancial information. The internal controls are commensurate with the size scale andcomplexity of your Company's operations and facilitate prevention and timely detection ofany irregularities errors and frauds. The internal controls are continuously assessed andimproved/modified to meet changes in business conditions statutory and accountingrequirements.

As a subsidiary of a corporation that is publicly listed on the New York StockExchange your Company complies with the requirements of the Sarbanes Oxley Act of 2002.The Company through its own Corporate Internal Audit Department carries out periodicaudits to independently assess the design and operating effectiveness of the internalcontrol system to provide a credible assurance to the Board of Directors and the AuditCommittee regarding the adequacy and operating effectiveness of the internal controlsystem. The observations arising out of audit are periodically reviewed by the AuditCommittee and compliance ensured.

8. DETAILS OF JOINT VENTURES SUBSIDIARIES AND ASSOCIATES

Ingersoll-Rand Company USA is the holding Company and Ingersoll-Rand plc Ireland isthe ultimate holding company of your Company. Your Company does not have any associatesubsidiary or joint venture either in India or anywhere else in the world.

9. DEPOSITS

During the year under review your Company has not accepted any fixed deposits from thepublic within the meaning of Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014. There are no unclaimed deposits as on March 312017.

10. STATUTORY AUDITORS

The Statutory Auditors of the Company Price Waterhouse & Co Bangalore LLP (FirmRegistration No. 007567S/S-200012) Chartered Accountants Bangalore were appointed atthe 92nd Annual General Meeting held on 12th September 2014 as the auditors for a periodof 3 years until the conclusion of the 95th Annual General Meeting in year 2017.

Under Section 139 of the Act and the Rules made thereunder it is mandatory to rotatethe statutory auditors on completion of the maximum term permitted under the said section.The Audit Committee at its meeting held on February 14 2017 has proposed and the Board ofDirectors has recommended the appointment of B S R & Co. LLP Chartered Accountants(ICAI Firm Registration No. 101248W/W- 100022) as statutory auditors of the Company for aperiod of five consecutive years in place of Price Waterhouse & Co Bangalore LLP tohold office from the conclusion of the 95th Annual General Meeting scheduled to be held on3rd August 2017 till the conclusion of the 100th Annual General Meeting to be held in theyear 2022 subject to ratification of their appointment at every Annual General Meeting.The first year of audit will be of the financial statements for the year ending March312018.

The Company has received written consent and certificate from B S R & Co. LLPChartered Accountants that the appointment if made shall be in accordance with the termsas prescribed in the Act and shall be within the limits laid down under the Act.

A resolution seeking the appointment of B S R & Co. LLP forms part of the Noticeconvening the Annual General Meeting and the same is recommended for your considerationand approval.

11. COST AUDITORS

As per Section 148 of the Act read with Companies (Cost Records and Audits) Rules2014 as amended and on the recommendation of the Audit Committee the Board of Directorshas appointed Ashish Bhavsar & Associates Cost Accountants as Cost Auditors forconducting the audit of the cost records maintained by the Company for the year endingMarch 31 2018. The Company has received their written consent that the appointment is inaccordance with the applicable provisions of the Act and rules framed thereunder. Asrequired under the Act the remuneration payable to cost auditors is required to be placedbefore the Members in a General Meeting for their ratification. Accordingly a resolutionseeking Members ratification for the remuneration payable to Ashish Bhavsar &Associates Cost Accountants is included in the Notice convening the Annual GeneralMeeting.

12. SHARE CAPITAL

The Company has only one class of share viz. equity share with a face value of Rs. 10each. During the year under review there is no change in the issued and subscribedcapital of your Company. The outstanding capital as on March 31 2017 is Rs. 315.68million comprising 31568000 equity shares of Rs. 10/- each. Share capital audit as perthe directives of the Securities and Exchange Board of India is being conducted on aquarterly basis by Parikh & Associates Company Secretaries and the Audit Reports areplaced on the table of the Board Meeting and duly forwarded to the stock exchanges wherethe equity shares of your Company are listed.

13. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as on March 312017 as per Section 92(3) of the Act andRule 12(1) of the Companies (Management and Administration) Rules 2014 is set out inAnnexure A forming part of this report.

14. NUMBER OF MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year under review. Themeeting details are provided in the Corporate Governance Report that forms part of thisAnnual Report. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Act.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo required to be disclosed as per the provisions of Section134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is set outin Annexure B forming part of this report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has a long and proud history of supporting good activities ofphilanthropic organizations. Each year your Company contributes time and financialsupport to the communities and beneficiaries in and around its areas of operation. Thisyear your Company has continued its CSR initiatives to focus on providing educationhealthcare & sanitation livelihood and furthering sustainability. These activitiesare in accordance with Schedule VII of the Act. The Board of Directors and CSR Committeereview and monitor from time to time all the CSR activities being undertaken by theCompany.

The details of CSR activities carried out by your Company during the year under revieware set out in Annexure C forming part of this report.

17. INDEPENDENT DIRECTORS

The Board has an optimum combination of Independent and Non-Independent Directors. Inline with the requirements of the SEBI Listing Regulations more than half of the Boardcomprise of Independent Directors. Mr. Hemraj C. Asher Mr. Darius C. Shroff and Mr.Sekhar Natarajan are independent directors of the Company. The independent directors havegiven a declaration confirming that they meet the criteria of independence as laid downunder Section 149 (6) of the Act and Regulation 25 of SEBI Listing Regulations.

Your Company has been familiarizing the new independent directors inducted into theBoard with detailed presentations on Company's operations business model strategicbusiness plans new products significant aspects of industry in which company operatesand future outlook.

18. AUDIT COMMITTEE

Mr. Sekhar Natarajan and Mr. Amar Kaul were inducted into the Committee effectiveNovember 212016. Mr. Hemraj C. Asher resigned from the Committee with effect fromFebruary 14 2017 and Mr. Sekhar Natarajan was appointed as Chairman with effect formFebruary 14 2017. Mr. Darius C. Shroff continues as member of the Committee. The powersand role of Audit Committee are included in the corporate governance report section of theannual report. All the recommendations made by the Audit Committee was accepted by theBoard of Directors.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at their meeting on August 4 2016 appointed Mr. Amar Kaul asAdditional Director and also as Managing Director of the Company with effect from August5 2016 and subsequently he was appointed as Chairman of the Company in place of Mr.Roman Steinhoff who relinquished his office as Director and Non-Executive Chairmaneffective August 30 2016. Consequent to the appointment of Mr. Amar Kaul as ManagingDirector he resigned from his office as Manager under the Act effective August 4 2016.An appropriate resolution in regard to appointment of Mr. Amar Kaul as Director andManaging Director has been set out at item no. 5 and 6 of the Notice of the Annual GeneralMeeting.

In accordance with the provisions of Section 152 (6) of the Act and the Article 131 ofthe Articles of Association of the Company Ms. Jayantika Dave retires by rotation at theforthcoming Annual General Meeting and being eligible offers herself for re-appointment.

The brief resume and other relevant details of Director seekingappointment/re-appointment is given in the annexure to the Notice of the Annual GeneralMeeting.

As on date Mr. Amar Kaul Chairman and Managing Director Mr. G. Madhusudhan Rao VicePresident - Finance and Mr. P. R. Shubhakar General Manager - Corp. Finance & CompanySecretary are the Key Managerial Personnel of the Company.

20. PARTICULARS OF EMPLOYEES

The information on employees particulars as required pursuant to Section 197 (12) ofthe Act read with Rule 5(1) 5(2) and 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 as amended from time to time are furnished inAnnexure D forming part of this report.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company has an effective Vigil Mechanism system which is embedded in its Code ofConduct. The Code of Conduct of your Company serves as a guide for daily businessinteractions reflecting your Company's standard for appropriate behavior and livingcorporate values. The Code of Conduct is applicable to all employees of the Company. Thesuppliers and vendors of the Company are also required to adhere to Code of Conduct as itis a prerequisite for conducting business with your Company.

The Whistle Blower Policy has been uploaded on the website of the Company www.ingersollrand.co.in . The Company's WhistleBlower Policy is the mechanism for directors and employees of the Company to reportconcerns about unethical behavior actual or suspected fraud or violation of the Company'scode of conduct violations of legal or regulatory requirements incorrect ormisrepresentation in any financial statements and reports etc. The mechanism provides foradequate safeguards against victimization of those who avail the mechanism and alsoprovides for direct access to the Chairman of Audit Committee in exceptional cases.

22. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the Company has formulated a policyrelating to the remuneration of the directors key managerial personnel and otheremployees of the Company. The Company's policy on directors' appointment and remunerationincluding the criteria for determining qualifications positive attributes independenceof a director and other details are set out in Annexure E forming part of this report.

23. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and SEBI Listing Regulations read with theGuidance Note on Board Evaluation the Board has carried out the annual performanceevaluation of the Board as a whole the Directors individually as well as the working ofthe Board and its Committees.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of criteria such as board composition and structureeffectiveness of board processes information and functioning etc. The Board and theNomination and Remuneration Committee reviewed the performance of individual directors onthe basis of criteria such as contribution of individual director to the board andcommittee meetings like preparedness on matters to be discussed constructive contributionand inputs in meetings etc. Further in a separate meeting of independent directorsperformance of non-independent directors the Board as a whole and its Chairman wasevaluated as stipulated under the SEBI Listing Regulations.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review your Company has not given any loans or provided anyguarantees or made any investments within the meaning of Section 186 of the Act.

25. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPTs) that were entered into during the year were on anarm's length basis and were in the ordinary course of business. All RPTs are placed beforethe Audit Committee for approval. Prior omnibus approval of the Audit Committee isobtained on a yearly basis for the transactions which are of a foreseen and repetitivenature. A statement giving details of all RPTs is placed before the Audit Committee forapproval on a quarterly basis.

There are no materially significant related party transactions entered into by theCompany with its promoters directors key managerial personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.

As per Regulation 23(2) of SEBI Listing Regulations material RPTs shall require priorapproval of the Members. A transaction with a related party shall be considered materialif the transaction / transactions to be entered into individually or taken together withprevious transactions during a financial year exceeds ten percent of the annual turnoveras per last audited financial statements of the Company. In pursuance of the same theshareholders of the Company have approved and authorised the Board of Directors and AuditCommittee to enter into transactions in excess of 10% of the Company's annual turnoverwith Ingersoll Rand Company USA and Ingersoll Rand International Limited Ireland up toDecember 312020.

Transactions with related parties as per the requirements of Ind AS 24 are disclosedin the notes to financial statements.

The Board of Directors has adopted a policy on Related Party Transactions which hasbeen uploaded on website of the Company www.ingersollrand.co.in

26. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Board ofDirectors appointed Mr. Natesh K Practicing Company Secretary Bangalore to conduct theSecretarial Audit of the Company for the year ended March 31 2017. The Secretarial AuditReport issued by Mr. Natesh K is given in Annexure F forming part of this report.

There is no qualification reservation or adverse remark or disclaimer made in thereport by the company secretary in practice for the year under review.

27. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to adhere to highest standards of Corporate Governance in allareas of its functioning. As required under Regulation 34 read with Schedule V of SEBIListing Regulations a report on Corporate Governance together with a certificate from Mr.Natesh K Practicing Company Secretary confirming compliance with the requirements ofCorporate Governance is set out in Annexure G forming part of this report.

28. RISK MANAGEMENT POLICY

Your Company has constituted a Risk Management Committee which comprises Mr. Amar Kaul- Chairman and Managing Director Mr. Darius C. Shroff Director Ms. Jayantika DaveDirector and Mr. G. Madhusudhan Rao Vice President - Finance.

The Committee has formulated a risk management policy for identifying the elements ofrisk which in the opinion of the Board of Directors threatens the existence of theCompany. The said policy sets out the objectives and elements of risk management withinthe organization and helps to promote risk awareness amongst employees along withfacilitating integration of risk management within the corporate culture.

The formulation and monitoring of the Risk Management Policy at the corporate levelsillustrates the executive management's commitment to implement and continuously developrisk management within the Company.

29. BUSINESS RESPONSIBILITY STATEMENT

Business Responsibility Report as stipulated under Regulation 34 of the SEBI ListingRegulations has been hosted on the website of the Company www.ingersollrand.co.in and isavailable to all the members and should be deemed as contained in this annual report. Aphysical copy of the Business Responsibility Report will be made available on a request byany member in writing to the Company Secretary at the registered office of the Company.

30. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention of sexual harassment policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules thereunder. An Internal Compliance Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.

During the year under review no complaint relating to sexual harassment has beenreceived.

31. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations provided to them your Directors pursuant to sub-section (5) of Section 134of the Act state:

(a) that in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departures have been made from the same;

(b) that appropriate accounting policies have been selected and applied consistentlyand have made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 312017 and of the profitand loss of the Company for the year ended March 312017;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and

(f) that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

32. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude to the variousstakeholders - customers shareholders banks dealers vendors and other businesspartners for the continued cooperation and support extended by them during the year underreview. Your Directors would also like to acknowledge the exceptional contribution andcommitment from all the employees of the Company during the year under review.

For and on behalf of the Board of Directors
Amar Kaul
Chairman & Managing Director
Mumbai May 23 2017