Your Directors are pleased to present the 53rd Annual Report and theAudited Financial Statements for the financial year nded June 30 2018.
Financial Results (Rs in Lakhs)
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* The previous period figures have been regrouped and/orreclassified wherever necessary to confirm with the current period presentation incompliance with Ind AS requirement.
DIVIDEND AND RESERVES
An interim dividend of Rs2/- per Equity Share of Rs10/- each (20% onthe Paid-up Share Capital of the Company) was declared by the Board for the financial yearended June 30 2018 and May 21 2018 was fixed as
Record Date for the said purpose. The said Interim Dividend was paid onMay 28 2018. The Board of Directors has decided to treat the same as Final Dividend andtherefore no additional Dividend is recommended for the financial year ended June 302018.
The Company has not transferred any amounts to reserves for thefinancial year ended June 30 2018.
The Paid-up Share Capital of the Company is Rs219782400/- divided into21978240 Equity Shares of Rs10/- each.
Profitbefore Exceptional items andTax was Rs8070/- Lakhs as compared to
Rs3586/- Lakhs in the previous financial year. The Company'sperformance for the year has shown substantial improvement in comparison with the previousyear. Your Company does not have any subsidiaries.
CHANGES IN SHARE CAPITAL
There were no changes in the Share Capital of the Company during thefinancial year.
Capital Structure of the Company
The Authorized Share Capital of the Company as on date is Rs219782400(Rupees Twenty One Crores Ninety Seven Lakhs Eighty Two Thousand and Four hundred only)divided into 21978240 (Two Crores Nineteen Lakhs Seventy Eight Thousand Two Hundred andForty only) Equity Shares of Rs10/- (Rupees Ten only) each.
The Issued Subscribed and Paid up Share Capital of the Company as ondate is Rs219782400 (Rupees Twenty One Crores Ninety Seven Lakhs Eighty Two Thousand andFour Hundred only) divided into 21978240 (Two Crores Nineteen Lakhs Seventy Eight ThousandTwo Hundred and Forty only) Equity Shares of Rs10/- (Rupees Ten only) each.
Disclosure regarding Issue of Equity Shares with Differential VotingRights
During the financial year under review the Company has not issued
Shares with Differential Voting Rights.
Disclosure regarding issue of Employee Stock Options
During the financial year under review the Company has not issued
Employee Stock Options.
Disclosure regarding issue of Sweat Equity Shares
During the financial year under review the Company has not issuedSweat
Disclosure regarding Buy Back of Shares
During the financial year under review the Company has not done BuyBack of Shares.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financialperformance of the Company which occurred between the end of the financial year of theCompany to which the financial statements relate and the date of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
During FY18 the total revenue of the Company was Rs80148/- Lakhscompared with Rs70183/- Lakhs in the previous financial year.
A Management Discussion and Analysis (MD&A) Report is annexed tothis report as "Annexure I" as required under Regulation 34 of SEBI[Listing Obligations and Disclosure Requirements (LODR)] Regulations 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Shareholders at the 52nd Annual General Meeting held on November
7 2017 approved the appointment of Mr. Alexander Broetz (DIN:
07568713) filling the casual vacancy caused by the resignation of Mr.John H. Jacko Jr. He retires by rotation and being eligible offers himself forreappointment as Director liable to retire by rotation in the ensuing Annual GeneralMeeting. Your Directors recommend the same for your approval. A notice has been receivedfrom a member along with the prescribed deposit of Rs1 Lakh proposing his appointment as aDirector at the ensuing Annual General Meeting of the Company.
The Board at its Meeting held on August 23 2018 has also approved theappointment of Mr. D Parameswara Reddy (DIN: 03450016) to fill the casual vacancy causedby the resignation of Mr. David Lee (DIN: 07175442). Your Directors recommend the same foryour approval. A notice has been received from a member along with the prescribed depositof Rs1 Lakh proposing his appointment as a Director at the ensuing Annual General Meetingof the Company. Your Directors take this opportunity to place on record the Board'sappreciation for the valuable contribution of Mr. David Lee during his term as Director ofthe Company.
Declarations from the Independent Directors
The Company has received declarations from all the IndependentDirectors of your Company confirming that they meet the criteria of Independence asmentioned under sub-section (6) of Section 149 of the Companies Act 2013.
The Policy on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes Independence of
Director and also remuneration for Key Managerial Personnel and otheremployees' forms part of Corporate Governance Report of this Annual Report.
A brief profile of the Directors being appointed / re-appointed asrequired under Regulation 36(3) of SEBI (LODR) Regulations 2015 is furnished along withthe Notice convening 53rd Annual General Meeting.
No Director was materially interested in any contracts or arrangementsexisting during or at the end of the year in relation to the business of the Company;however Mr. David Lee Mr. Alexander Broetz
Mr. D. Parameswar Reddy and Ms. Colleen Wood Cordova being Nominees ofKennametal Inc. on the Board of the Company may be deemed to be interested in some of thecontracts with Related Parties though not personally. No Director holds any shares in theCompany as on
June 30 2018 except Mr. Prakash M. Telang Chairman &Non-Executive
Independent Director who holds 2000 Equity Shares of Rs10/- each Mr.B. Anjani Kumar Non-Executive Independent Director who holds 10 Equity Shares of Rs10/-each and Mr. Bhagya Chandra Rao Managing Director who holds 300 Equity Shares of Rs10/-each in the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory cost and secretarial auditors and external consultant(s) including audit ofinternal financial controls over financial reporting by the Statutory Auditors and thereviews performed by Management and the relevant Board Committees including the AuditCommittee and Risk Management Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the FY18.
Accordingly pursuant to the provisions of Section 134(3)(c) andSection 134(5) of the Companies Act 2013 the Board of Directors to the best of itsknowledge and ability report that: the applicable accounting standards have been followedin the preparation of the financial statements along with proper explanations relating tomaterial departures if any; they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at June 30 2018 andof the profit of the Company for the year ended on that date;
they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;they have prepared the annual accounts on a going concern basis;
they have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and they have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
During the financial year your Company has not invited / accepted any
Public Deposits pursuant to the provisions of Chapter V of theCompanies Act 2013.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of Loans and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to the Financial Statementsforming part of Annual Report. The Company has not provided any loans and guaranteesduring the Financial Year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS
During the financial year under review there were no significant andmaterial orders passed by the Regulators or Courts or Tribunals impacting the goingconcern status of the Company and its future operations.
EVALUATION OF THE BOARD'S PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board had adopted a formal mechanism for evaluating its performanceand that of its Committees and
Directors including the Chairman of the Board. During the financialyear the evaluation exercise was carried out through a structured evaluation processcovering various aspects of the functioning of the Board and Committees such as theircomposition experience & competencies performance of specific duties &obligations governance issues etc. A separate exercise was carried out to evaluate theperformance of each individual from the Chief Executive Officer and theDirector includingthe Board's Chairman who were evaluated on parameters such as contribution at themeetings independent judgement attendance and other relevant aspects. The
Board was satisfied with the evaluation results which reflected theoverall engagement of the Board Committees and the Directors of the Company.
The Company has a structured familiarization program for IndependentDirectors of the Company which is also extended to other Non-Executive Directors to ensurethat Directors are familiarized with their function role rights responsibilities andthe nature of the Business.
The Board of Directors has complete access to the information withinthe Company. Presentations are regularly made to the Board of Directors and all Committeesof the Board on various matters where Directors get an opportunity to interact withSenior Management. Presentations made by the Senior Management of the Company interalia cover the Company's strategy business model operations markets organizationstructure product offerings finance risk management framework quarterly and annualresults human resources technology quality and such other areas as may arise from timeto time.
The Independent Directors of the Company are associated with theCompany for many years and are very familiar with the Company. During the financial yearthe Management provided various documents background notes presentations etc. to have abetter insight of the Company.
The Company also issues appointment letters to the IndependentDirectors which incorporate their role duties and responsibilities.
Pursuant to Regulation 34 (3) read with Schedule V(C) of SEBI (LODR)
Regulations 2015 a report on Corporate Governance and the Certificateas required under Schedule V (E) of SEBI (LODR) Regulations 2015 from Mr. VijayakrishnaK. T. Practising Company Secretary regarding compliance of conditions of CorporateGovernance is annexed as "Annexure II" which forms part of this report.Further in compliance with the Listing Regulations your Board has adhered to theCorporate Governance Code.
COMPLIANCE WITH THE CODE OF CONDUCT
A declaration signed by the Managing Director affirming compliance withthe Company's Code of Conduct by your Directors and Senior
Management of your Company for the financial year under review asrequired under SEBI (LODR) Regulations 2015 is annexed as "Annexure IIA" andforms part of this report.
The Kennametal Code of Business Ethics & Conduct is a majorcomponent of the Kennametal Value Business System (KVBS). The Code addresses theimportance of fair dealing and compliance in all aspects of your Company's business andfocuses on the concept of doing the right thing every day.
Your Company insists on its employees to embrace the Code of BusinessEthics & Conduct to ensure maintenance of strong ethical culture. The code of conductis available on the website of the Company at https://www.kennametal.com/content/dam/kennametal/kennametal/hi/About%20Us/
Chief Financial A Certificate
Officer dated August 23 2018 on the Financial Statements and the CashFlow Statement of the Company for the financial year ended June 30 2018 is annexed as"Annexure IIB" and forms part of this report.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Your Company was following a Whistle Blower Policy / mechanism evenprior to requirements of the Companies Act 2013. However pursuant to the provisions ofSection 177 of the Companies Act 2013 and the provisions of SEBI Listing Regulationsyour Company had taken on record the Vigil Mechanism (Whistle Blower Policy) of theCompany subsequent to the approval of the Board of Directors. The Whistle Blower Policyprovides avenues for employees to raise complaints and to receive feedback on action takenand seeks to reassure the employees that they will be protected against victimization andfor any "Whistle Blower" action taken by them in good faith. Your Companyaffirms that no personnel have been denied access to the Audit Committee.
The Kennametal Ethics Helpline
A dedicated helpline is made available where any person can make acomplaint about the violation of the Code of Conduct of the Company. Reports made to thehelpline can be done via the phone or the web on a confidential and anonymous basis whereallowed by local law. The helpline is administered by an independent third-party and isavailable 24 hours a day 7 days a week.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE ETC.
A report in respect of conservation of energy technology absorptionforeign exchange earnings and outgo as required under Section 134(3) (m) of the CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as "AnnexureIII" to this report.
AUDITORS & REPORT OF STATUTORY AUDITORS
As per the provisions of Section 139 of the Companies Act 2013 readwith the Rules made there under no Listed Company and such other Companies as prescribedunder the Companies Act 2013 can appoint or re-appoint any audit firm as Auditors formore than two terms of five consecutive years.
In view of the same the Company has appointed Messrs Walker Chandiok& Co. LLP Chartered Accountants (FRN: 001076N/N500013) who were appointed asStatutory Auditors at the 52nd Annual General Meeting held on November 07 2017 for aperiod of 5 (Five) years to hold the office until the conclusion of 57th Annual GeneralMeeting.
As per the Companies (Audit and Auditors) Second Amendments Rules2018 with effect from May 7 2018 the Central Government has notified the omission ofthe requirement related to ratification of appointment of Statutory Auditors by members atevery Annual General Meeting.
Accordingly the resolution for ratification has not been placed beforethe members.
The Independent Auditors' Report to the Members on the Accounts of theCompany for the financial year ended June 30 2018 does not contain any qualificationreservation or adverse remarks. The notes on financial statements referred to in theIndependent Auditors' Report are self-explanatory and do not call for any furthercomments.
REPORTING OF FRAUDS
There was no instance of fraud during the financial year under reviewwhich required the Statutory Auditors to report to the Audit Committee and / or the Boardas required under Section 143(12) of the Act and Rules framed thereunder.
Mr. Vijayakrishna K. T. Practising Company Secretary (FCS 1788 &CP 980) carried out Secretarial Audit under the provisions of Section 204 of the CompaniesAct 2013 for the financial year 2017-18 and submitted his report which is annexed tothis report as "Annexure IV".
The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
Pursuant to the provisions of Section 148 of the Companies Act 2013read with the Companies (Cost Records and Audit) Amendment Rules 2014 the Board ofDirectors of the Company upon recommendation of the Audit Committee has appointed MessrsK. S. Kamalakara & Co. Cost Accountants (Firm Registration No.: 0000296) as the Cost
Auditors of the Company for the financial year 2018-19. As requiredunder Section 148 of the Companies Act 2013 the Shareholders' approval for theremuneration payable to Messrs K. S. Kamalakara & Co. Cost Auditors is being soughtat the ensuing Annual General Meeting.
INTERNAL FINANCIAL CONTROL
Details of internal financial control and its adequacy are included inthe
Management Discussion and Analysis Report which is annexed as and whichforms part of this Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Section 188 of the Companies Act 2013and Regulation 23 of the SEBI (LODR) Regulations 2015 the Related Party
Transactions (RPTs) that were entered into during the financial year2017-
18 were at arm's length basis and in the ordinary course of business.Further there were no material related party transactions during the financial year underreview with the Directors or Key Managerial Personnel.
All related party transactions were placed before the Audit Committeeand the Board for approval as applicable under Section 188 of the Companies Act 2013 andRegulation 23 of SEBI (LODR) Regulations 2015.
The Policy on RPTs as approved by the Board is uploaded on theCompany's website at https://www.kennametal.com/content/dam/kennametal/kennametal/hi/About%20Us/Company%20Profile/Related%20Party%20Transaction%20Policy%20.pdf
The Particulars of RPTs in Form AOC 2 is annexed to the Report as
PARTICULARS OF DISCLOSURES AS REQUIRED UNDER
SECTION 197 OF THE COMPANIES ACT 2013
Pursuant to Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the ratioof the remuneration of each Director to the median employee's remuneration for thefinancial year and such other details as prescribed are set out in the "AnnexureVI".
A statement showing details of employees of the Company throughout thefinancial year and employees employed for part of the year who were in receipt ofremuneration of Rs102/- Lakhs or more per annum or Rs8.5/- Lakhs or more per month isannexed herewith as
PREVENTION OF SEXUAL HARASSMENT
Your Company has an Internal Complaints Committee as required under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
There was no complaint lodged by any employee to the InternalComplaints Committee or Ethics helpline under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 with the Company during the year underreport.
Your Company has sufficient insurance coverage on all its assets whichare renewed in time.
RESEARCH & DEVELOPMENT (R&D)
The Research Development and Engineering (RD&E) works on new
Product and Process Developments with specific focus on materialscoatings and design.
RD&E Bangalore works on the market requirements in terms of newproducts custom solutions cost saving projects and basic research. It is also recognizedby the Ministry of Science & Technology - Department of
Scientific and Industrial Research - Government of India.
ENVIRONMENT HEALTH AND SAFETY (EHS)
A cleaner healthier and safer environment is a value we demandof ourselves and others and is integrated into everything we do. EnvironmentalHealth and Safety (EHS) are fundamentals to your Company's business and its ability to DeliverThe Promise of Safety to all the stakeholders including its employees customersshareholders and the public. EHS Vision is communicated to all and every dayemployees are empowered to demonstrate Kennametal EHS commitment by striving for:
100% Safety - pursuing a goal of zero injuries illnesses andincidents by living the belief that all are preventable. Your Company is pursuing the goalof zero incidents through senior leader ownership of safety preventative actions andprocesses and by establishing leadership roles for employees in safety.
Protecting Our Planet - providing sustainable solutions byreducing the total environmental impact of our products and operations. Your Company hasbeen working towards protecting our planet by continuously improving the management ofenergy and natural resources promoting recycling and recovery of materials andpreventing pollution. Among other things the following EHS activities/improvements wereundertaken during the financial year:
Safety performance in FY18 in terms of the Total Recordable IncidentRate (TRIR) is 0.35 compared to 0.36 in FY17.
Competence Training and Awareness: A total 3676 hours were spent onEHS training by employees of your Company.
Wellness Awareness programme was conducted covering 250 man-hours tocreate awareness and improve good health of the employees of the Company.
606 Find and Fix completed by employees compared to 540 Find and Fixin FY17. This shows employee involvement which helped in eliminating hazards create asafe working environment.
Annual medical examination of employees was conducted to assess thehealth status and improve employee health.
Your Company continued to monitor the hazardous and non-hazardouswaste according to waste stream and disposal route with performance assessed on thebasis of waste intensity.
Your Company continued the Management Based Safety (MBS) programme astandard global safety process that has been the cornerstone of great improvement insafety culture.
A Risk Finder Tool and an improved Daily Safety Checklist are designedto strengthen every employee's ability to identify document and eliminate hazards attheir workplace.
STOP WORK AUTHORITY process implemented enabling any employee to stopwork upon coming across any unsafe situation.
EHS improvement in Coating plant is focused in line with GlobalStandard.
Arc Flash Analysis conducted to improve Electrical Safety.
Improvements: The Company received Certification to ISO 14001 andOHSAS 18001 in November 2017
To minimize risk and further improve safe working environment throughthe Hazard identification and Risk assessment tool the following EHS
Improvements were completed in FY18:
Fire Sprinkler system was installed for Painting booth in MSG.
Fire Alarm system was upgraded by installing Smoke detector inHazardous waste storage area.
Effluent Treatment Plant was set up in-house to treat the effluentgenerated from various process and ensure compliance under Water Act.
Thermography survey conducted for electrical system by an externalagency and corrective actions are taken to minimize the electrical fire incidents.
Installation of Two Stage Cooling system in PU 2 Sintering Dept.
Conducted Hazard and Operability Study (HAZOP) in PU 1 for SprayDrier - Based on HAZOP study we are reviewing the recommendations made to take necessaryactions.
Fire Detection and alarm system Improvement Graphicaldisplay
Upgraded the Existing Gas detection system by installing HMIcontrol panel with SCADA system. PU 1 PU 2 PU 5 CVD and all UPS rooms are connected into SCADA system to improve emergency preparedness any time.
Installed Gas cabinet which has all required safety features toensure safe working environment.
Installed Interlock guarding on Surface grinding machine in PU 6.
Modified the vertical lathe in PU 2 to collect the powder aftermachining directly in to the collecting drum instead of cleaning and manual removingpowder collected in the machine to minimize the exposure to dust and also ergonomicsconcern.
Existing Electrical power distribution board does not meet Safetystandard. Replaced with Block set panels confirming to Internal arc protection as per IECTR 64641 to protect against electrical hazard.
100% Regulatory compliance resulted in No Violation notices fromAuthority.
Recognition to employees
KIL was awarded the "Best Safe Practices in theIndustry" for the year 2017 by the Department of Factories Government ofKarnataka.
Mr. Rajesh B of PU1 was awarded the "Best SafeWorker" for the year 2017 by Department of Factories Government of Karnataka.
Mr. Sadiksaheb Badiger Senior Manager EHS was honoredwith an award of "Audyogika Surakshata Ratna" ("Occupational SafetyStar") by the Department of Factories Government of Karnataka.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135(3)(a) of the Companies Act2013 and rules made thereunder the Corporate Social Responsibility Policy of the Companyand initiatives undertaken by the Company on
CSR activities during the financial year ended June 30 2018 are setout in "Annexure VIII" to this report in the format prescribedunder the Companies (Corporate Social Responsibility Policy) Rules 2014.
PERSONNEL / INDUSTRIAL RELATIONS
During the financial year under review your Company maintained cordialindustrial relations at all levels. Your Directors record their appreciation foremployees' contribution.
Enterprise Risk Management (ERM) at the Company is driven by the RiskManagement Committee and Board of Directors through its routine oversightresponsibilities. The Management team plays a primary role in identification monitoringand minimizing risks as also to identify business opportunities and threats. As a processthe risk associated with the business is identified and prioritized based on severityoccurrence and effectiveness of detection. The Risks are being reviewed by the Managementteam periodically and reported to the Risk Management Committee bi-annually for theirreview. The department leaders have the responsibility to monitor and implement the ERMframework approved by the Risk Management Committee.
The Company has formulated a Risk Management Charter and a mechanism toinform the Risk Management Committee of the Board about risk assessment. The detailed RiskManagement mechanism is provided in the Management Discussion and Analysis (MD&A)Report.
The Risk Management Committee is constituted with the Directors andsenior executives as its members. Mr. Prakash M. Telang is the Chairman of the Committee.
As an established practice the Board of Directors are being updated onrisks identification and steps taken to mitigate the same. Risk Management
Charter is uploaded on the Company's website at https://www.kennametal.com/content/dam/kennametal/kennametal/hi/About%20Us/
EXTRACT OF THE ANNUAL RETURN
An extract of the annual return as per Form MGT - 9 is enclosed in "AnnexureIX" to the Board's Report.
NUMBER OF BOARD MEETINGS
The Board of Directors met Four (4) times during the financial year2017
18. The details of the Board meetings and the attendance of theDirectors are provided in the Corporate Governance Report.
The Agenda of the Meeting is circulated to the Directors in advance.Minutes of the Meetings of the Board of Directors are circulated amongst the Members ofthe Board for their perusal.
COMMITTEES OF BOARD OF DIRECTORS
Details of memberships and attendance of various Committee Meetings ofthe Company are given in Corporate Governance Report.
As a significant Green Initiative to contribute towards a cleanerenvironment your Company has initiated steps to become a Green Company soon. Towards thisend the process of evaluating and applying for Green Company certification encompassingthe entire operations of the Company have started.
In addition as part of its efforts to reduce consumption of paper andthereby protect the environment your Company has ensured that Electronic copies of theAnnual Report and the Notice of the Fifty-Third AGM are being sent to all such Memberswhose e-mail addresses are registered with the Company/ its Registrar and ShareTransfer Agent.
To the other Members physical copies of the Annual Report and Notice ofthe Fifty- third AGM are being sent through the permitted modes of dispatch. HoweverMembers who have received the said documents in electronic mode but seek physical copiesof the same can send their requests to the Company Secretary. The remote e-votingfacility is being provided to the Members to enable them to cast their voteselectronically on all resolutions set forth in the notice pursuant to the provisions ofSection 108 of the Companies Act 2013 read with the Companies (Management andAdministration) Amendment Rules 2015. The instructions for the remote e-voting areprovided in the Notice.
Your Directors place on record their appreciation for the support andassistance received from customers investors business associates bankers vendorsregulatory and governmental authorities. Your Directors also wish to place on record theirgratitude to the Members for their continued trust confidence and express their sincereappreciation to all employees for their teamwork and contributions during the financialyear.
For and on behalf of the Board of Directors of Kennametal India Limited
Bhagya Chandra Rao
Managing Director DIN: 00211127
B. Anjani Kumar
Independent Director DIN: 00022417
Bengaluru August 23 2018