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K E C International Ltd.

BSE: 532714 Sector: Infrastructure
NSE: KEC ISIN Code: INE389H01022
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OPEN 282.45
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VOLUME 20940
52-Week high 442.60
52-Week low 244.20
P/E 16.21
Mkt Cap.(Rs cr) 7,345
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 282.45
CLOSE 280.50
VOLUME 20940
52-Week high 442.60
52-Week low 244.20
P/E 16.21
Mkt Cap.(Rs cr) 7,345
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

K E C International Ltd. (KEC) - Director Report

Company director report

To the Members of KEC International Limited

The Directors are pleased to present the Thirteenth Annual Report of the Companytogether with the Consolidated and Standalone Audited Financial Statements of the Companyfor the financial year ended on March 31 2018.

1. FINANCIAL RESULTS

(Rs. in Crore)

Particulars Consolidated Standalone
FY 2017-18 FY 2016-17 FY 2017-18 FY 2016-17
Revenue from Operations 10096.37 8755.05 9075.74 7737.09
EBITDA 1006.18 817.88 910.13 710.67
Finance Cost 246.61 253.61 195.81 208.83
Depreciation & Amortisation 109.74 129.69 95.43 115.39
Profit Before Tax 690.24 463.44 641.48 423.53
Tax Expenses 229.82 158.67 211.43 141.71
Profit After Tax 460.42 304.78 430.05 281.82
Dividend on equity shares (including tax on dividend) 74.26 49.51 74.26 49.51

2. PERFORMANCE

Financial Performance

The Company continued its growth trajectory in FY 2017-18.

On a consolidated basis the Company achieved a turnover of ` 10096 Crore with a 15percent growth over FY 2016-17. Revenue growth was mainly seen in Transmission& Distribution ("T&D") and Railways businesses. Profitability showedimprovement with EBITDA margins on a consolidated level expanding by 62 bps in FY 2017-18to reach 10 percent. The net profit for the year was ` 460 Crore in FY 2017-18 as against` 305 Crore in FY 2016-17 a robust growth of 51 percent. The Company could achievesubstantial reduction in its interest costs through better working capital management. Ona standalone basis the Company achieved a turnover of ` 9076 Crore and a net profit of `430 Crore.

During the year the Company secured orders of ` 15098 Crore which is a healthy 22percent increase over last year. The sharp increase in order intake was led by theRailways business which gained from the increased spending on railway infrastructure inthe country. The order intake was also enhanced by T&D business which made substantialinroads in Brazil and SAARC regions. The closing order book of the Company was at ` 17298Crore with a significant contribution from verticals like Railways and Civil.

Power Transmission & Distribution - The Power Transmission and Distributionbusiness continues to be the largest business vertical which includes construction ofpower transmission lines on turnkey basis as well as construction of Gas InsulatedSubstations (GIS) and Air Insulated Substations (AIS) on turnkey basis. During the yearthe T & D business secured orders of

` 9681 Crore across both domestic and international markets.

In the domestic markets the Company has successfully broadened its customer base toinclude private players who are setting up power transmission projects in India as wellas State Electricity Boards.

On the international front the Company was able to achieve significant order intakefrom Brazil (through its wholly owned subsidiary) and in the SAARC region. The Companycontinued to receive order infiows from other geographies such as MENA and Africa.

Railways - The Railways business witnessed strong growth both in terms of orderintake as well as revenue. The order intake was significantly higher at ` 3910 Croreamounting to 26 percent of the total order intake. The business achieved revenuesof ` 844 Crore in FY 2017-18 against ` 446 Crore in FY 2016-17

Civil - The Civil business bagged orders of ` 483 Crore in FY 2017-18 andwas profitable in its first year of commercial operations. Civil business was able to alsoestablish itself across good clients base.

Solar - The Company continued the execution of its Solar projects in hand during FY2017-18. However due to various issues such as increasing module prices customs dutyimposition on Solar Panels and GST rate anomalies the order intake in this businessremained muted.

Cables - The Cables business secured orders worth ` 1024 Crore in FY 2017-18. TheCompany merged its Silvassa plant operations with Vadodara plant in the last quarter ofFY 2017-18 for better operational efficiencies. Due to higher GST and shifting ofSilvassa plant the revenue of Cables business got impacted in FY 2017-18.

3. DIVIDEND

The Board of Directors is pleased to recommend a final dividend of ` 2.40 per equityshare i.e.

120 percent of the nominal value of ` 2/- each for the financial year ended March 312018 (previous year final dividend of

` 1.60/- per equity share of nominal value of ` 2/- each). The dividend if approved bythe Members in the ensuing Annual General Meeting would involve a cash outfiow of ` 74.26Crore including Dividend Distribution Tax of ` 12.56 Crore.

In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended ("the ListingRegulations") the Company has formulated a Dividend Distribution Policy which isenclosed herewith as AnnexurefiA and is also available on the website of theCompany at http://www.kecrpg.com/policies.

4. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31 2018 was ` 51.42 Crore.There was no change in the share capital during the year under review.

5. DEBENTURES

As on March 31 2018 the Company has 2500 secured rated listed non-convertibleredeemable taxable Debentures (Series I II and III) of the face value of ` 1000000/-each aggregating to ` 250 Crore issued on a private placement basis. The redemption/repayment is in accordance with the terms of the respective series of Debentures. TheseDebentures are listed on BSE Limited.

6. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) ofSection 2 and Section 73 of the Companies Act 2013 ("the Act") and the Rulesframed thereunder. As on March 31 2018 there were no deposits lying unpaid or unclaimed.

7. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The loans given investments made and guarantees given & securities provided duringthe year under review are in compliance with the provisions of the Section 186 of the Actand Rules made thereunder and details thereof are given in the Notes to the StandaloneFinancial Statements.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT BUSINESS RESPONSIBILITY REPORT ANDCORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the Listing Regulations a separate section on ManagementDiscussion and Analysis Business Responsibility Report and Corporate Governance

Report together with a certificate from a Practicing Company Secretary confirmingcompliance with the Regulations relating to Corporate Governance of the ListingRegulations form part of this Annual Report.

9. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and theListing Regulations the Consolidated Financial Statements of the Company including thefinancial details of all the subsidiary companies form part of this Annual Report. TheConsolidated Financial Statements have been prepared in accordance with the AccountingStandards prescribed under Section 133 of the Act.

10. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has seventeen subsidiaries as on March 31 2018 comprising of seven directsubsidiaries and ten step down subsidiaries. The Company also has one associate company inIndia.

During the year five step down subsidiaries of the Company located at Delaware USAnamely KEC International Holdings LLC KEC Brazil LLC KEC Mexico LLC KEC TransmissionLLC and KEC US LLC have been merged with SAE Towers Holdings LLC a step down subsidiaryat Delaware USA with effect from September 29 2017.

During the year the Company has acquired 2.10 percent shares in Al Sharif Group &KEC Limited Company a Joint Venture company located in Saudi Arabia. Consequent to suchacquisition the shareholding of the Company has increased from 49 percent to 51.10percent and the Joint Venture company has become a subsidiary of the Company with effectfrom March 26 2018.

Pursuant to the provisions of sub-section (3) of Section 129 of the Act and read withRule 5 of Companies (Accounts) Rules 2014 the salient features of the FinancialStatements of each of the subsidiaries and associate companies are set out in theprescribed Form AOC-1 which forms part of the Financial Statements section of the AnnualReport.

Pursuant to the provisions of Section 136 of the Act the financial statements of thesesubsidiaries are uploaded on the website of the Company i.e. www.kecrpg.com under‘Investors’ tab and shall also be available for inspection by any Member at theRegistered Office of the Company on all working days (Monday to Friday) during businesshours till the date of ensuing Annual General Meeting. Any Member desirous of having acopy of Financial Statements of subsidiary companies can obtain the same from the Companyby making a written request in this regard.

Pursuant to the Listing Regulations the Company has formulated a policy fordetermining its ‘material subsidiaries’.

The said Policy is uploaded on the website of the Company athttp://www.kecrpg.com/policies.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) ofSection 134 of the Act the Board of Directors of the Company hereby confirms that: 1. inthe preparation of the annual accounts for the financial year ended on March 31 2018applicable Accounting Standards have been followed and no material departures have beenmade from the same; 2. we have selected such accounting policies and applied consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of theprofit of the Company for the year ended on that date; 3. we have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; 4. we have prepared the annualaccounts for the financial year ended on March 31 2018 on a going concern basis; 5. wehave laid down internal financial controls and the same have been followed by the Companyand that such internal financial controls are adequate and were operating effectively; and6. we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL 12.1 Directors

During the year under review Mr. S. S. Thakur Independent Director ceased to be aDirector pursuant to his resigning from the directorship of the Company w.e.f. the closeof business hours on November 06 2017. The Board has placed on record its appreciationfor the valuable contributions made by Mr. Thakur during his long association as aDirector of the Company.

With a view to further strengthen the Board of the Company the Board has pursuant tothe provisions of Section 149 of the Act and the Listing Regulations appointed Ms.Manisha Girotra as an Independent Director of the Company for a period of five years witheffect from February 06 2018 subject to approval of the Members of the Company at theensuing Annual General Meeting.

Pursuant to the provisions of sub-section (6) of Section 152 of the Act Mr. Ramesh D.Chandak Non-Executive Director is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.

Under sub-regulation (1A) of Regulation 17 of the SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 which would be effective fromApril 01 2019 it is required to avail approval of Members by way of

Special Resolution to appoint or continue the directorship of Non-Executive Directorswho have attained the age of seventy five years. Mr. A. T. Vaswani and Mr. S. M. KulkarniNon-Executive Directors have attained the age of seventy-five years and Mr. G. L.Mirchandani Non-Executive Director would be attaining the age of seventy-five years inJune 2018. It is proposed to obtain the approval of Members in the ensuing AnnualGeneral Meeting for continuation of directorship of Mr. A. T. Vaswani Mr. S. M.Kulkarni and Mr. G. L. Mirchandani.

In compliance with sub-regulation (3) of Regulation 36 of the Listing Regulationsbrief resume expertise and other details of the Director(s) proposed to be appointed/re-appointed are given in the Notice convening the ensuing Annual General Meeting.

The Board recommends the appointment of Ms. Manisha Girotra re-appointment of Mr.Ramesh D. Chandak as Directors of the Company and the continuation of directorship of Mr.A. T. Vaswani Mr. S. M. Kulkarni and Mr. G. L. Mirchandani in the ensuing Annual GeneralMeeting.

12.2 Key Managerial Personnel (KMP)

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Actread with the Rules framed thereunder the following persons were Key Managerial Personnelof the Company as on March 31 2018:

1. Mr. Vimal Kejriwal Managing Director & CEO;

2. Mr. Rajeev Aggarwal Chief Financial Officer; and

3. Mr. Ch. V. Jagannadha Rao Vice President-Legal & Company Secretary.

Mr. Ch. V. Jagannadha Rao Vice President-Legal & Company Secretary has resignedfrom the services of the Company with effect from close of business hours on April 302018.

12.3 Declaration by Independent Directors

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation16 of the Listing Regulations the Company has received declarations from all theIndependent Directors of the Company that they meet with the criteria of independence asprovided in the Act and the Listing Regulations. There has been no change in thecircumstances affecting their status as an Independent Director during the year. Furtherthe Non-Executive Directors of the Company had no pecuniary relationship or transactionswith the Company other than sitting fees commission and reimbursement of expenses ifany incurred by them for the purpose of attending meetings of the Company.

12.4 Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out an annual evaluation of its own performance and that of its Committees as wellas performance of the Directors individually. In order to have a fair and unbiased view ofall the Directors the Company engaged the services of an external agency to facilitatethe evaluation process. The Directors were provided with an electronic platform to recordtheir views and a consolidated report was generated by the agency based on the viewsexpressed by all the Directors. The reports generated out of the evaluation process wereplaced before the Board at its meeting and noted by the Directors.

Further a meeting of Independent Directors chaired by Mr. A. T. Vaswani LeadIndependent Director was held pursuant to Schedule IV of the Act and the ListingRegulations to review the performance of the Chairman Non-Independent Directors of theCompany and the performance of the Board as a whole. The Directors also discussed thequality quantity and timeliness of fiow of information between the Company management andthe Board which is necessary for the Board to effectively and reasonably perform theirduties. The feedback of the meeting was shared with the Chairman of the Company.

12.5 Policy on appointment and remuneration of Directors Key Managerial Personnel andSenior Management Personnel

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of theprovisions of sub-section (3) of Section 178 of the Act dealing with appointment andremuneration of Directors Key Managerial Personnel and Senior Management Personnel. Thepolicy covers criteria for determining qualifications positive attributes independenceand remuneration of its Directors Key Managerial Personnel and Senior ManagementPersonnel. The said Policy is annexed to this Report as Annexure ‘B’.

12.6 Meetings of the Board of Directors

The Board of Directors met five times during the year. The details of these meetingsare given in the Corporate Governance Report which forms part of this Annual Report.Further the Board has also dealt with certain items through circular resolutions whichwere confirmed by the Directors at the subsequent Board meeting.

12.7 Meetings of the Audit Committee

The Audit Committee met eight times during the year. The details of the meetingscomposition of the Committee and terms of the reference of the Committee are given in theCorporate Governance Report.

13. AUDITORS 13.1 Statutory Auditors

Price Waterhouse Chartered Accountants LLP Chartered Accountants (Firm’sRegistration No. 012754N/ N500016) ("PwC") were appointed as the StatutoryAuditors of the Company to hold office for a period of five years from the conclusion ofthe Twelfth Annual General Meeting until the conclusion of the Seventeenth Annual GeneralMeeting. The said appointment of the Statutory Auditors was required to be ratified atevery Annual General Meeting. However pursuant to the amendment in the proviso to Section139 which has been made effective on May 07 2018 the requirement of ratification ofappointment of Statutory Auditors at every Annual General Meeting has been omitted. Inview of such omission of proviso agenda item relating to ratification of StatutoryAuditors is not included in the Notice of ensuing Annual General Meeting. Pursuant to thesame PwC continues to hold the office of Statutory Auditors for the FY 2018-19.

The Statutory Auditors’ Report for the FY 2017-18 does not contain anyqualifications reservations adverse remarks or disclaimer and no frauds were reported bythe Auditors to the Company under sub-section (12) of Section 143 of the Act.

13.2 Branch Auditors

In terms of provisions of sub-section (8) of Section 143 of the Act read with Rule 12of the Companies (Audit and Auditors) Rules 2014 the audit of the accounts of the branchoffices of the Company located outside India is required to be conducted by the person(s)or firm(s) qualified to act as Branch Auditors in accordance with laws of the respectivecountries. The Board of Directors seek approval of the Members to authorise the Board ofDirectors/ Audit Committee to appoint Auditors for the branch offices of the Company andalso to fix their remuneration. The Board of Directors recommends to the Members theresolution as stated in Item No. 4 of the Notice convening the ensuing Annual GeneralMeeting.

13.3 Cost Auditors

In terms of the provisions of Section 148 of the Act read with Rule 14 of the Companies(Audit and Auditors) Rules 2014 the cost records in respect of manufacturing of Steeltowers and Cables are required to be audited by a qualified Cost Accountant. The CostAuditors’ Report does not contain any qualifications reservations adverse remarksor disclaimer. The Board of Directors upon the recommendation of the Audit Committee hasappointed M/s. Kirit Mehta and Associates Cost Accountants (Firm’s Registration No.:000353) to conduct audit of the cost records of the Company for the FY 2018-19. Inaccordance with the above provisions the remuneration payable to the Cost Auditor isrequired to be ratified by the Members in a General Meeting. Accordingly the Board ofDirectors recommends to the Members the resolution as stated in Item No. 5 of the Noticeconvening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the FY 2016-17 with the Ministryof Corporate Affairs on August 31 2017.

13.4 Secretarial Auditors

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. Parikh Parekh & Associates Practicing Company Secretaries asSecretarial Auditors to conduct Secretarial Audit for the FY 2017-18. The SecretarialAudit Report in Form MR-3 is annexed to this report as Annexurefi‘C’. Thesaid Secretarial Audit Report does not contain any qualifications reservations or adverseremarks.

14. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility ("CSR")Committee in terms of the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 inter alia to give strategicdirection to the CSR initiatives formulate and review annual CSR plans and programmesformulate annual budget for the CSR programmes and monitor the progress on various CSRactivities. Details of the composition of the CSR Committee have been disclosed separatelyas part of the Corporate Governance Report. In accordance with Schedule VII of the Actthe Company had adopted a CSR Policy outlining various CSR activities to be undertaken bythe Company in the areas of health water sanitation promoting education skilldevelopment etc. The CSR policy of the Company is available on the Company’s websitei.e. www.kecrpg.com under ‘Investors’ tab.

During the year under the review the Company was required to spend 2 percent of theaverage net profits for the preceding three financial years calculated in terms of theprovisions of Section 198 of the Act. The report on CSR activities as required under theCompanies (Corporate Social Responsibility Policy) Rules 2014 is set out as Annexure‘D’.

15. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted the RPG Code of Corporate Governance & Ethics ("RPGCode") applicable to all the Directors and employees of the Company. The RPG Codeprovides for the matters related to governance compliance ethics and other matters.

The Company has adopted a Policy on Prevention of Sexual Harassment at Workplace("the Policy") to ensure prevention prohibition and redressal of sexualharassment at workplace in accordance with the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The Policy has been formed toprohibit prevent or deter the commission of the acts of sexual harassment at workplaceand to provide the procedure for redressal of complaints pertaining to sexual harassment.The Company is an equal employment opportunity provider and is committed for creating ahealthy working environment that enables employees to work without fear of prejudicegender bias and sexual harassment. The Company also believes that all employees of theCompany have the right to be treated with dignity.

An Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees are covered under this Policy and the Policy isgender neutral. During the year under review no complaints of any nature were received.

16. VIGIL MECHANISM

The Vigil Mechanism as envisaged in the provisions of sub-section (9) of Section 177 ofthe Act the Rules framed thereunder and Regulation 22 of the Listing Regulations isimplemented by the Company through a Whistle Blower Policy to enable the Directors itsemployees to voice their concerns or observations without fear or raise reports ofinstance of any unethical or unacceptable business practice or event of misconduct/unethical behavior actual or suspected fraud and violation of RPG Code etc. to theCorporate Ethics and Governance Committee.

Under the Whistle Blower Policy confidentiality of those reporting violation(s) isprotected and they shall not be subject to any discriminatory practices. The Policy alsoprovides for adequate safeguards against victimization of persons who use such mechanismand make provision for direct access to the Chairman of the Audit Committee in appropriateand exceptional cases. The Policy can be accessed on the Company’s website i.e.www.kecrpg.com under ‘Investors’ tab.

17. RISK MANAGEMENT POLICY

The Company is engaged in Engineering Procurement and Construction ("EPC")business and is exposed to various risks in the areas it operates. The Company has awell-defined risk management framework in place which works at various levels across theenterprise. The risk management mechanism forms an integral part of the business planningand review cycle of the Company and it is designed to provide reasonable assurances thatgoals are achieved by integrating management control into daily operations by ensuringcompliance with legal requirements and by safeguarding the integrity of the Company’sfinancial reporting and its related disclosures. The identification analysis and puttingin place the process for mitigation of these risks is an ongoing process.

The Company has formed an internal Risk Management Committee of Senior Management andalso takes help of external professionals to identify various risks on periodical basis.The Audit Committee reviews these risks on periodical basis and ensures that themitigation plan is in place. The Company also has a mechanism in place to inform the BoardMembers about risk assessment minimization procedures and periodical review thereof.

The risks faced by the Company and the various measures taken by the Company aredetailed in Management Discussion and Analysis section.

18. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements are stated in Management Discussion and Analysis section.

19. RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinarycourse of business and on arm’s length basis. The Audit Committee grants omnibusapproval for the transactions that are in the ordinary course of the business andrepetitive in nature. For other transactions the Company obtains specific approval of theAudit Committee before entering into any such transactions. Disclosures as required underIndian Accounting Standards ("IND AS")-24 have been made in the Note No. 48 tothe Standalone Financial Statements.

There are no materially significant related party transactions entered into by theCompany with its Directors/ Key Managerial Personnel or their respective relatives theCompany’s Promoter(s) its subsidiaries/ joint ventures/ associates or any otherrelated party that may have a potential confiict with the interest of the Company atlarge. The policy on related party transaction as formulated by the Board is available onthe Company’s website i.e. www.kecrpg.com under ‘Investors’ tab.

20. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of sub-section (3) of Section 92 and sub-section (3) ofSection 134 of the Act and the Companies (Management and Administration) Rules 2014 theextract of the Annual Return as on March 31 2018 in the prescribed Form MGT-9 is enclosedas Annexure ‘E’.

21. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company is committed to achieve the EHS objective of providing safe workplace andhas undertaken various EHS management processes and deployed methodologies and implementedthem under the EHS system.

The Company on a continuous basis imparts EHS industry specific training to itsemployees and workmen to ensure that our employees become more safety conscious andthereby improve the organization’s approach towards prevention of loss.

The Company has bagged various EHS awards and appreciation from its prestigiouscustomers and independent agencies. A separate section has been added to this AnnualReport giving details on EHS objectives of the Company and various awards received by theCompany.

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

The Company has strong commitment towards conservation of energy natural resources andadoption of latest technology in its areas of operation. The particulars relating toconservation of energy technology absorption foreign exchange earnings and outgo asrequired to be disclosed under clause (m) of sub-section (3) of Section 134 of the Actread with Rule 8 of the Companies (Accounts) Rules 2014 are provided in the prescribedformat and is enclosed as

Annexure ‘F’.

23. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section 197 of the Act read withsub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time the disclosures pertaining to theremuneration and other details are given in Annexure ‘G’.

In terms of the provisions of sub-rules (2) and (3) of Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 a statement showingthe names and other details of the employees drawing remuneration in excess of the limitsset out in these Rules forms part of the Annual Report. In terms of Section 136 of theAct this report is being sent to the Members and others entitled thereto excluding theaforesaid information. The said information shall be available for inspection by theMembers at the Registered Office of the Company during business hours on all working days(Monday to Friday) upto the date of the ensuing Annual General Meeting. The saidinformation shall also be provided to any Member of the Company who sends a writtenrequest to the Company.

24. HUMAN RESOURCE/ INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Companyrecognises people as the primary source of its competitiveness and continues its focus onpeople development by leveraging technology and developing a continuously learning humanresource base to unleash their potential and fulfill their aspirations. The strategicthrust of Human Resource has been on improvement of the performance of employees throughtraining & development and also to identify outperformers who have potential fortaking higher responsibilities.

The employee relations remained cordial throughout the year. The Company had 4599permanent employees on its rolls as on March 31 2018. The Board places on record itssincere appreciation for the valuable contribution made by employees across all levelswhose enthusiasm team efforts devotion and sense of belonging has always made theCompany proud.

25. OTHER DISCLOSURES

Your Directors state that no disclosures or reporting is required in respect of thefollowing items as the same is either not applicable to the Company or relevanttransactions/ events have not taken place during the year under review: a. The Company hasnot issued any equity shares with differential rights as to dividend voting or otherwise.b. The Company has not issued shares (including sweat equity shares) to employees underany scheme. c. The Managing Director & CEO of the Company did not receive anyremuneration or commission from any of its subsidiaries. d. No significant or materialorders were passed by the Regulators or Courts or Tribunals which impact the going concernstatus and Company’s operations in future. e. There have been no material changes orcommitments affecting the financial position of the Company which have occurred betweenthe end of the financial year and the date of this report.

26. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Central and State GovernmentDepartments Organizations and Agencies for their continued support and co-operation. TheDirectors are also thankful to all valuable stakeholders viz. customers vendorssuppliers banks financial institutions joint venture partners and other businessassociates for their continued co-operation and excellent support provided to the Companyduring the year. The Directors acknowledge the unstinted commitment and valuablecontribution of all employees of the Company.

Your Directors also appreciate and value the trust reposed in them by Members of theCompany.

27. ANNEXURES The following annexures form part of this Report: a. DividendDistribution Policy – Annexure ‘A’ b. Nomination and RemunerationPolicy – Annexure ‘B’ c. Secretarial Audit Report – Annexure‘C’ d. Annual Report on Corporate Social Responsibility –

Annexure ‘D’ e. Extract of Annual Return – Annexure ‘E’f. Conservation of Energy Technology Absorption and Foreign Exchange earnings andoutgo – Annexure ‘F’ g. Information under sub-rule (1) of Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 – Annexure‘G’

For and on behalf of the Board of Directors
H. V. Goenka
Chairman
(DIN: 00026726)
Place: Mumbai
Date: May 14 2018