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ISGEC Heavy Engineering Ltd.

BSE: 533033 Sector: Engineering
NSE: SARASIND ISIN Code: INE858B01011
BSE 09:47 | 26 Mar 5600.00 25.15
(0.45%)
OPEN

5598.80

HIGH

5625.00

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5555.00

NSE 05:30 | 01 Jan ISGEC Heavy Engineering Ltd
OPEN 5598.80
PREVIOUS CLOSE 5574.85
VOLUME 62
52-Week high 7139.90
52-Week low 4627.00
P/E 33.29
Mkt Cap.(Rs cr) 4,116
Buy Price 5585.00
Buy Qty 5.00
Sell Price 5625.00
Sell Qty 4.00
OPEN 5598.80
CLOSE 5574.85
VOLUME 62
52-Week high 7139.90
52-Week low 4627.00
P/E 33.29
Mkt Cap.(Rs cr) 4,116
Buy Price 5585.00
Buy Qty 5.00
Sell Price 5625.00
Sell Qty 4.00

ISGEC Heavy Engineering Ltd. (SARASIND) - Director Report

Company director report

 

1.00 The Board hereby presents its Report for the year ended March 31 2018.

2.00 FINANCIAL SUMMARY:

(Rs. in lakhs)

Particulars As at March 31 2018 As at March 31 2017
I. ASSETS:
Fixed Assets 48475.44 47972.85
Other Non-current Assets 20198.50 19907.99
Current Assets 264204.97 268554.08
Total 332878.91 336434.92
II. EQUITY AND LIABILITIES:
Shareholders' Funds 122284.30 112550.24
Non-Current Liabilities 30271.06 22221.05
Current Liabilities 180323.55 201663.63
Total 332878.91 336434.92

 

Particulars For the year ended For the year ended
March 31 2018 March 31 2017
III. Revenue from Operations 261536.55 311098.70
Other Income 7234.12 9323.71
Total Revenue 268770.67 320422.41
IV. Total Expenses 251977.31 293656.19
V. Profit/(Loss) Tax Before 16793.36 26766.22
VI. Tax Expenses including deferred tax 4895.36 7902.83
VII. Profit/(Loss) After Tax 11898.00 18863.39
VIII. Other Comprehensive Income/(Expense) 115.44 (35.90)
IX. Balance carried to Profit and Loss Account 12013.44 18827.49
X. Basic/Diluted Earning per Share of Rs. 10/- each 161.81 256.54

3.00 DIVIDEND:

3.01 In the month of March 2018 the Company declared an Interim Dividend of Rs. 16/-per share which has been disbursed. The Board decided not to recommend final dividend inorder to conserve resources.

4.00 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENT DISCUSSION &ANALYSIS:

4.01 The turnover as well as profitability during the year was lower than the precedingyear.

4.02 The turnover was lower because many projects were put on hold due to variousreasons e.g. delayed financial closure environmental clearance land acquisition etc.It was also lower because some of the major orders were booked in the second half of theyear and were not scheduled to be completed and dispatched within this financial year.This also led to increase in Work-in-Progress. 4.03 The profitability was lower because:(a) of increase in costs as a result of increase in raw material prices particularlysteel since majority of the contracts booked by us were on firm price basis.

(b) there was intense competition putting margins under pressure.

(c) appreciation in rupee during the first 7 to 8 months of the financialyear alsoaffected our competitiveness and margins.

(d) export turnover on which margins are generally higher was lower because of lesserorders. (e) of large number of smaller orders.

4.04 With the award of very large value orders in the last quarter of the year theorder book at the close of the year is at a record level. Accordingly the Company expectsgrowth both in turnover as well as profitability in the current year. We were also ableto book some good orders for export in the latter part of the financial year.

4.05 In keeping with increasing business and sustained growth outlooks both capacityand capability are being added at the Tubing and Piping shop at Rattangarh as well as theIron Foundry and Press shop at Yamunanagar.

4.06 The Company has engaged the services of M/s. Accenture during the year to optimizecost and improve operating margins. M/s. Accenture are yet to give their final report andrecommendations.

4.07 The Company has embarked on a programme to use IT extensively with a view toenhancing efficiencies.

4.08 In a bid to globalise our operations and increase market share we continued toparticipate in International Exhibitions and Conferences.

4.09 The Company was successful in booking first-ever orders for:-

(a) Process Gas Waste Heat Boiler under license from Thermal Engineering International(TEi) USA which is a highly critical Waste Heat Recovery equipment in Process Plantsnamely Oil Refineries Petrochemicals Chemicals and Fertilizer Plants.

(b) Heat Recovery Steam Generators (HRSG) under license from NEM (a Siemens Groupcompany) which is a critical equipment for Combined Cycle Power Plants.

BOILERS:

4.10 The Boiler Division maintained an overall market share of 52% in the area itoperates in.

4.11 We booked break-through orders during the year such as the largest capacityTravelling Grate Boiler first Waste Heat Recovery Boiler for a Refinery as well as for aSteam Generator for a Combined Cycle Power Plant.

4.12 We took the challenge of executing orders within reduced timeframes and weresuccessful in doing so resulting in the booking of repeat orders from many existingcustomers.

AIR POLLUTION CONTROL EQUIPMENT:

4.13 We have absorbed the Flue Gas Desulphurization (FGD) technology of Babcock PowerEnvironmental Inc. USA and NOx Control technology of Fuel Tech Inc. USA and havequalified to submit offers for such projects many of which are likely to come up in thisyear.

4.14 Electrostatic Precipitators supplied with technology from Envirotherm GmbHGermany operated satisfactorily and gained widespread acceptance in the market.

SUGAR PLANTS & MACHINERY:

4.15 The Company continues to be a leader in the market for Sugar Plants by providingthe latest technology and better project execution capabilities.

4.16 We successfully commissioned our first Standalone Sugar Refinery in Indonesia anda large Sugar Refinery is presently under execution in Saudi Arabia. This is likely tohelp in securing business from the Gulf nations as well as from European countries. Wealso successfully executed a Pharmaceutical Sugar Process unit in West Uttar Pradeshwhich is a break-through project.

4.17 We continue to get fresh orders for Distilleries and several projects are underexecution at the moment. 4.18 The Research and Development initiatives continued in thedevelopment of Vertical Continuous Pan (VCP) and Pharmaceutical Sugar Process.

4.19 The Company is executing contracts to design engineer procure constructcommission and deliver a Bio- Refinery project in the Philippines. There was manifestationof latent conditions leading to cost overrun and delay in completion of the project withinthe contractual deliverydate.TheCompanynotifiedthe customer that these risks were to theiraccount under the contract. The customer issued directions to continue with the projectand started paying the additional cost to the sub-contractors directly. The project issubstantially complete. The customer on January 30 2018 however invoked the BankGuarantees amounting to aboutRs. 134 crores terminated the contract and also claimeddamages.

4.20 There was a stay order from the Punjab & Haryana High Court up to April 172018 thereafter the Bank remitted the amount.

4.21 The Company has referred the dispute to Arbitration under the SingaporeInternational Arbitration Centre(SIAC).

4.22 The legal advice is that the Company has good prospects of success in proving itsclaims against the customer and accordingly no provision has been made in the books ofaccounts.

ENGINEERING PROCUREMENT AND CONSTRUCTION (EPC) PROJECTS:

4.23 The EPC Division continues to do well in Power Plant projects of up to 100 MW.Besides domestic projects we successfully completed a project in South East Asia and havebeen awarded repeat orders for two similar Power Plant projects from the same businessgroup.

4.24 Diversification into projects for Material Handling has led to securing largevalue orders. The orders include projects pertaining to Material Handling at Ports aswell as for delivering coal from Mines to Power Plants. This business is expected to dowell.

4.25 Regarding the diversification into Construction of Factories we have successfullyexecuted the building of a manufacturing unit for the Railways and have now securedanother such contract.

PRESSES AND CONTRACT MANUFACURING:

4.26 Growth in the automotive domestic market continues. The Division has a recordorder book.

4.27 Division's Export order booking was good.

4.28 In exports we expect to book more business from Europe North America and SouthEast Asia after our focused approach to target these markets and create references. TheCompany recently booked large orders from developed countries which included a repeatorder as well as an order for a sophisticated ‘Servo' Press.

4.29 Order book for Standard Mechanical Presses manufactured at the Bawal Unit of theCompany was at an all time record.

4.30 As a part of our Research and Development initiative we are embarking uponIndustry 4.0 for on-time monitoring and trouble-shooting. It will help in predictivefailure analysis and guidance for conducting preventive maintenance.

4.31 We have also successfully designed and developed a prototype monobar transfersystem for automatic transfer of components which was demonstrated at the IMTEX 2018exhibition. 4.32 As for Contract Manufacturing due to a shift in preference by the IndianRailways for electric locomotives business for Crank Cases & Engine Blocks has beenaffected. We are continuing to focus on Railways for other businesses. We are alsofocusing on Non-Automotive Sectors such as Nuclear and Defense involving advancedmanufacturing technology.

PROCESS EQUIPMENT:

4.33 The Division continued to have a good order booking during the year owing to thefuel quality up-gradation projects being undertaken by all Oil Refineries in India aswell as Petro-Chemical and new Super CriticalThermal Power projects.

4.34 Following were the highlights of the year:

3 The Division's export booking was good. The total export order stood at approximately22% of the total order booking.

3 First order booked for supply to Russia.

3 Received first-ever order for Process Gas Waste Heat Boiler (a special Shell and Tubetype Heat Exchanger) for supply in India thereby adding a new product which will bemanufactured under the license of TEi USA.

4.35 Considering the Government of India's focus on setting up twelve additionalNuclear Power Reactors we have successfully qualified for most of the critical equipmentof the Nuclear Islands and Reactors which are presently under procurement. We also standin good stead for the bulk ordering of the balance ten Reactors in the future.

TUBING AND PIPING:

4.36 Tubing and Piping Spool fabrication shop was under-loaded during the year due tounfavourable market conditions.

4.37 Subsequently there was improvement in market conditions and we were successful ingetting the following prestigious orders during the year:-

3 Piping Spools for Super Critical Thermal Power projects.

3 Order for Heat Recovery Steam Generator Piping.

3 Captive Power Plant Piping for supply to a country in Africa.

3 Order for Pressure Parts for supply to a Power Plant in Gulf/Middle East.

4.38 The shop attained accreditation to European Code for welding of metals - EN:3834during the year. This will help us in being competitive for requirements from the Europeanmarket.

LIQUIFIED GAS CONTAINERS:

4.39 The Company continues to be the leader in the world market for supply of ChlorineTon Containers. The

Company has developed Baby Cylinders (for 68 kg and 100 kg) as well as Vertical HalfTon Containers for the export and domestic markets. Production for Baby Cylinders wasstarted during the year and these were exported to three countries.

4.40 Containers for the new generation of Refrigerant Gases supplied by the Divisionare working well. The Division is the first Company in the world to receive dual approvalfrom DOT USA and Petroleum and Explosive Safety Organization (PESO) India for theRefrigerant Container model.

IRON FOUNDRY:

4.41 The Iron Foundry continues to do well and surpassed the record it established lastyear.

4.42 We could book large value orders for export from countries in Europe and Asia.

STEEL FOUNDRY:

4.43 In spite of the depressed market for Steel Castings from the Steam & HydroPower Sector the unit was able to book good orders for Steam Turbine Castings for supplyto Europe and in India.

4.44 Efforts to develop specified grades such as Duplex Super Duplex and Nickel basedAlloys has started yielding results and the unit could book some good orders in thesegrades.

4.45 We achieved a major break-through with our first order for Nickel based AlloyINCONEL 625 grade Castings which is under execution.

4.46 We have further developed Super Critical grade P92 material which is expected togenerate good business in the coming years.

5.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES AND JOINT VENTURECOMPANIES: (A) SARASWATI SUGAR MILLS LIMITED (WHOLLY OWNED SUBSIDIARY COMPANY):

(i) There was a profit ` of 4994.76 lakh because of relatively good average sugarprice realization during the Financial Year.

(ii) All India production during the sugar season 2017-18 is expected to be about 325lakh tonnes whereas consumption continues to be 250 lakh tonnes. Consequently the sugarprice has been in a more or less continuous free fall. The price today is substantiallybelow the cost of production.

(iii) The higher production of sugarcane also meant higher production of by-productsaffecting price realization from the by-products.

(iv) The Government has been trying to prop up the market for example by restrictingthe maximum quantity that Mills could sell in certain months and also announcing acompulsory export quota but none of these measures has had any lasting effect on themarket. Your factory has been allotted a quota of 11813 tonnes for export which has beenvalued at realizable price. (v) Under the circumstances there were vast arrears ofsugarcane payments. As per unconfirmed press reports the Central Government may come upwith another proposal for giving relief for clearing cane arrears.

Factory Working:

(vi) The Central Government has fixed Fair and Remunerative Price which is linked torecovery. However the State government has fixed a higher price of Rs. 330/- per quintalof sugarcane. This has been Rs. 10/- more than the previous year.

(vii) The working of the factory was satisfactory. The average crushing per day washigher than the preceding year. The statistical position is as under:

Particulars Sugar Season

(October to September)

Saraswati Sugar Mills (SSM) 2017-18 2016-17

Date of Start of crushing operations by SSM 21.11.2017 22.11.2016 Date of Close ofcrushing operations by SSM 26.05.2018 30.04.2017Cane Crush by SSM (Lakh Tonnes) 17.6914.54 Recovery (%) 11.50 11.36 Production of SSM (Lakh Tonnes) 2.03 1.65

All India Sugar Season (October to September)

Production of Sugar (Lakh Tonnes) *325 203 Consumption of Sugar (Lakh Tonnes) *250 240

*These are estimated as the sugar season is yet to close.

Next Season:

(viii) Sugarcane availability is likely to be more or less the same as the precedingyear. Since general elections are scheduled to be held in June 2019 there are chances offurther increases in the prices of sugarcane.

(ix) Unless some policy measures are taken by the Government the financial results arenot likely to be good.

(B) ISGEC HITACHI ZOSEN LIMITED (SUBSIDIARY AND JOINT VENTURE COMPANY):

(i) The Company executed substantial orders during the current year and achieved aturnover and profit Rs. 441 crores and ` of 22 crores respectively. Due to global slowdownand increased competition in the international market order booking was less during theyear. However during the current Financial Year till date we have booked good orderswhich include orders for two new products for Fertilizer plants.

(ii) Delivery performance during the year was good.

(iii) During the year the Company satisfactorily delivered critical Reactors made outof special alloy steel as well as Coke Drums as per new technology to major oil companiesin India.

(iv) Market in India and overseas is expected to improve owing to investments in newRefinery projects up-gradation of existing Refinery units and revival of the oldFertilizer units at Gorakhpur Barauni and Sindri.

(C) ISGEC TITAN METAL FABRICATORS PRIVATE LIMITED (SUBSIDIARY AND JOINT VENTURECOMPANY):

(i) This is the third year of its incorporation. The turnover and profit during theyear was Rs. 1473.66 lakhs and Rs. 83.96 lakhs respectively against a turnover of Rs.49.28 lakhs and profit of Rs. 1.57 lakhs last year.

(ii) The Company has progressed well and now has a stand-alone manufacturing unit whichis accredited with ASME-U stamp and ISO certifications. (iii) With training and knowledgesharing by Titan Metal Fabricators USA the Company could satisfactorily execute itsorders for Heat Exchangers and other equipment made of exotic material of constructionviz. hastelloy titanium and incoloy for various Chemical Industries such as Soda AshNitric Acid and Pulp & Paper.

(iv) Besides these orders the Company had a break-through by booking orders from aworld renowned Process Licensor in the Fertilizer sector and a multinational company inthe Oil and Gas sector. One of these orders is as per their proprietary design and verycritical from the fabrication perspective. With support from both the partners theCompany has started showing good results and consultants are recommending its name to theultimate clients. This has happened after the successful execution of a series of ordersmajor being for Soda Ash and Nitric Acid Plants.

(v) The Company has a good inflowof enquiries from domestic as well as overseas marketsand the

Company expects to have a reasonable growth in order booking in the coming year.

(D) ISGEC FOSTER WHEELER BOILERS PRIVATE LIMITED (SUBSIDIARY AND JOINT VENTURECOMPANY):

(i) This is the third year of incorporation of the Company. The revenue increased toRs. 587.70 lakh as compared to Rs. 200.69 lakh in the preceding year.

(ii) During the year the Company expanded its capacity by increasing manpower forexecuting the engineering contracts.

(iii) Sumitomo SHI FW Energia Oy which has taken over the CFBC portfolio of AmecFoster Wheeler

Energia Oy expanded the scope of training to more areas enabling the Joint Venture toenlarge its area of operation.

(E) ISGEC REDECAM ENVIRO SOLUTIONS PRIVATE LIMITED (SUBSIDIARY AND JOINT VENTURECOMPANY):

(i) The Company within a short time of one year has secured good business.

(ii) The Company offers solutions viz. Bag Filters Hybrid Filters ElectrostaticPrecipitators (non fossil fuel) Dry Flue-Gas Desulfurization (FGD) units and SelectiveCatalytic Reduction (SCR) for DeNOx applications in the industrial segment.

(iii) The Company has been able to generate enquires for Bag Filters from end userssuch as Cement plants Steel plants Material Handling plants for Power and Minerals andCement.

(iv) There is an emerging market for Dry Flue-Gas Desulfurization operating on SodiumBicar (having low capital cost). Redecam has experience in this technology and with theircooperation the Company has been able to offer solutions in the market. The product islikely to generate some business in the coming years.

(v) The Company has also offered Hybrid Filters (a particulate control solutioncombining ESP & Bag Filters) for the first time on the strength of Redecam'sexperience and has been technically accepted by customers.

(vi) The Company has expanded its marketing activities and expects to book betterbusiness in the future.

(F) OTHER WHOLLY OWNED SUBSIDIARY COMPANIES:

(i) Free Look Software Private Limited Isgec Export Limited and Isgec CovemaLimited:

There was no commercial activity during the year.

(ii) Isgec Engineering & Projects Limited:

There was no commercial activity during the year except letting out of property atKasauli.

6.00 EXTRACT OF ANNUAL RETURN:

6.01 An extract of the Annual Return of the Company in prescribed form MGT-9 is annexedherewith as

Annexure-1.

7.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

7.01 Six Board Meetings were held during the year ended March 31 2018.

8.00 DIRECTORS' RESPONSIBILITY STATEMENT:

8.01 Your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year 2017-18 theapplicable Accounting

Standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies with the concurrence of theStatutory Auditors and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for thefinancial year; (c) The Directors have taken proper and sufficient care to the best oftheir knowledge and ability for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act

2013. They confirm that there are adequate systems and controls for safeguarding theassets of the

Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by theCompany and these financial controls are adequate and are operating effectively; and (f)The Directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

9.00 INDEPENDENT DIRECTORS:

9.01 All the Independent Directors have furnished declarations that each of them meetsthe criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013.

10.00 POLICY ON DIRECTORS' APPOINTMENT / REMUNERATION OF DIRECTORS / KEY MANAGERIALPERSONNEL AND OTHER EMPLOYEES:

10.01 The Nomination and Remuneration Committee constituted by the Company hasformulated criteria for determining qualifications positive attributes and independenceof the Directors. The Committee has also recommended to the Board a Policy relating toremuneration ensuring: (i) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate key managerial personnel of the qualityrequired to run the company successfully;

(ii) relation of remuneration to performance is clear and meets appropriate performancebenchmarks; and (iii) remuneration to key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

11.00 EXPLANATION OR COMMENTS ON QUALIFICATION ETC. BY AUDITORS AND COMPANY SECRETARYIN PRACTICE:

11.01 There is no qualification reservation or adverse remark or disclaimer made bythe Auditors in the Auditors'

Report or by the Company Secretary in Practice in Secretarial Audit Report needingexplanation or comments by the Board.

11.02 The Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company in the year under review.

12.00 PARTICULARS OF LOANS / GUARANTEES / INVESTMENTS:

12.01 Particulars of Loans given Investments made or Securities provided underSection 186 of the Companies Act are annexed as Annexure-2.

13.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

13.01 The Company has formulated a Policy on Materiality of Related Party transactionsand also on dealing with Related Party transactions as required under SEBI (ListingObligations and Disclosure Requirements)Regulations 2015. The Policy on Related Partytransactions has been disclosed on the website of the Company.

13.02 The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies

Act 2013 are given in the prescribed Form AOC-2 annexed as Annexure-3.

14.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYAFTER THE CLOSE OF THE YEAR:

14.01 There have been no material changes and commitments if any affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

15.00 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:

15.01 The required information regarding Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo is annexed hereto as Annexure-4.

16.00 RISK MANAGEMENT POLICY:

16.01 The Board has developed and implemented a Risk Management Policy for the Companyincluding for identifying elements of risk which in the opinion of the Board may threatenthe existence of the Company. In terms of the Policy a detailed risk review is done byunit Level Committee or Corporate Level Committee(depending upon value of the order)before accepting any order. All the terms and conditions both financial and technicalare reviewed. All steps are taken to mitigate risks.

16.02 In addition the Board has laid down a Foreign Exchange Risk Management Policywhich is implemented for hedging Forex risk.

16.03 The Company also takes adequate insurance to protect its assets.

17.00 CORPORATE SOCIAL RESPONSIBILITY:

17.01 The Company has a Corporate Social Responsibility Committee of the Board ofDirectors as under:-

Name of the Committee Member Position
Mr. RanjitPuri (DIN: 00052459) Chairman
Mr. Aditya Puri (DIN: 00052534) Member
Mr. Vinod Kumar Sachdeva (DIN: 00454458) Member

17.02 In addition to the amount of Rs. 3.60 lakh pertaining to the previous year theCompany was required to spend a further amount of Rs. 489.19 lakh for the year ended March31 2018 i.e. an aggregate amount of Rs. 492.79 lakh.

17.03 The Company has spent Rs. 473.20 lakh as under:-

17.04 Balance amount of Rs. 19.59 lakh will be spent during the current year inaccordance with the CSR Policy of the Company. 17.05 The annual report on Corporate SocialResponsibility is given in the prescribed format annexed as Annexure-5.

18.00 ANNUAL EVALUATION BY THE BOARD:

18.01 On the recommendation of the Nomination and Remuneration Committee the Board hasfinalized the

Evaluation Process to evaluate the entire Board Committees Executive Directors andNon-Executive Directors.

a) On Social Projects including expenditure in areas around Yamunanagar Delhi : Rs. 303.20 lakh
b) Contribution to Prime Minister's National Relief Fund : Rs. 170.00 lakh
Total : Rs. 473.20 lakh

18.02 The method of evaluation as per the Evaluation Process is to be done byinternal assessment through a detailed questionnaire to be completed by individualDirectors.

18.03 In accordance with the Companies Act and the Listing Requirements the evaluationis done once in a year after close of the year and before the Annual General Meeting.

19.00 DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

19.01 No change in the constitution of Board of Directors during the year. No change inKey Managerial Personnel during the year.

20.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINT VENTURESAND ASSOCIATES:

20.01 No new company has become or ceased to be a subsidiary joint venture orassociate company during the year.

21.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

21.01 There is no significant or material order passed by the concern status andCompany's operations in future.

22.00 INTERNAL FINANCIAL CONTROLS:

22.01 The Company has adequate internal financial controls with reference to financialstatements and these are working effectively.

23.00 COMPOSITION OF AUDIT COMMITTEE:

23.01 The composition of Audit Committee is as below:-

Name of the Committee Member Position
Mr. Vinod K. Nagpal (DIN: 00147777) Chairman
Mr. Arun Kathpalia (DIN: 00177320) Member
Mr. Aditya Puri (DIN: 00052534) Member

23.02 There is no recommendation by the Audit Committee which has not been accepted bythe Board.

24.00 REPORT ON CORPORATE GOVERNANCE:

24.01 Report on Corporate Governance for the year under review as stipulated under theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 is annexed asAnnexure- 6.

25.00 CONSOLIDATED FINANCIAL STATEMENTS:

25.01 In accordance with Section 129(3) of the Companies Act 2013 the Company hasprepared a consolidated financial statement of the Company and all its subsidiarycompanies which is forming part of the Annual Report.

25.02 Further as required under Rule 5 of the Companies (Accounts) Rules 2014 astatement in form AOC-1 containing salient features of the financial statements of thesubsidiary companies is attached as Annexure-7.

26.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THECOMPANIES ACT 2013:

26.01 Disclosures regarding remuneration as required under Section 197 (12) of theCompanies Act 2013 are annexed as Annexures-8 and 9 respectively.

27.00 VIGIL MECHANISM:

27.01 The Company has established a Vigil Mechanism for Directors and Employees inaccordance with Subsection (9) and (10) of Section 177 of the Companies Act 2013. Detailsof Vigil Mechanism are given in the Corporate Governance Report. The Vigil Mechanism hasbeen disclosed on the website of the Company.

28.00 SECRETARIAL AUDIT REPORT:

28.01 The Board of Directors of the Company has appointed M/s. Ranjeet Verma &Associates Company Secretaries to conduct the Secretarial Audit.

28.02 Pursuant to Section 204 of the Companies Act 2013 a Secretarial Audit Reportgiven by Mr. Ranjeet Verma of M/s. Ranjeet Verma & Associates Company Secretaries isannexed as Annexure-10.

29.00 SECRETARIAL STANDARDS:

29.01 The Company complies with all applicable secretarial standards.

30.00 PERSONNEL:

30.01 The Board wishes to express its appreciation to all the employees of the Companyfor their contribution to the operations of the Company during the year.

31.00 INDUSTRIAL RELATIONS:

31.01 Industrial relations remained peaceful.

32.00 ACKNOWLEDGEMENTS:

32.01 Your Directors take this opportunity to thank the Financial Institutions BanksGovernment Authorities Regulatory Authorities and the Shareholders for their continuedco-operation and support to the Company.

32.02 With these remarks we present the Accounts for the year ended March 31 2018.

BY ORDER OF THE BOARD
Vinod K. Nagpal Aditya Puri Sidharth Prasad
Director Managing Director Director
DIN: 00147777 DIN: 00052534 DIN: 00074194
Place: Noida
Date: May 28 2018