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Kwality Ltd.

BSE: 531882 Sector: Agri and agri inputs
NSE: KWALITY ISIN Code: INE775B01025
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OPEN 3.21
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VOLUME 146419
52-Week high 5.97
52-Week low 1.25
P/E
Mkt Cap.(Rs cr) 76
Buy Price 3.35
Buy Qty 10.00
Sell Price 3.16
Sell Qty 218546.00
OPEN 3.21
CLOSE 3.32
VOLUME 146419
52-Week high 5.97
52-Week low 1.25
P/E
Mkt Cap.(Rs cr) 76
Buy Price 3.35
Buy Qty 10.00
Sell Price 3.16
Sell Qty 218546.00

Kwality Ltd. (KWALITY) - Director Report

Company director report

Dear Shareholders

Your Directors hereby presents the Twenty Seventh Annual Report of theCompany togetherwith Audited Financial Statements of the Company for the financial yearended March312019.

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The Corporate Insolvency Resolution Process ("CIRP") wasinitiated on apetition filed by KKR India Financial Services Private Limited againstKwality Limited("the Company") which was admitted vide an Order dated December112018("Insolvency Commencement Date") of the Hon'ble National Company LawTribunal("NCLT") New Delhi Bench under the provisions of the Insolvency andBankruptcyCode 2016 ("the Code"). Mr. Shailendra Ajmera IP RegistrationNo.IBBI/IPA-001/IP-P00304/2017-18/10568 was appointed as Interim ResolutionProfessional("IRP") to manage affairs of the Company in accordance with theprovisions ofthe Code and thereafter appointed as the Resolution Professional("RP") by thecommittee of creditors ("CoC") of the Company in themeeting held on January 112019 under the provisions of the Code. Pursuant to the Hon'bleNCLT Order for commencementof the CIRP and in line with the Provisions of the Code thepower of the Board ofDirectors stands suspended and same is being exercised by RP in termsof the provisions ofSection 17 & 20 of the Code. Further vide an Order dated May 242019 Hon'ble NCLThas extended the CIRP period for a further period of 90 days beyond theinitial astatutory period of 180 days and subsequently vide pursuant to an Order datedSeptember06 2019 passed by the Hon'ble NCLT the CIRP period was further extended by aperiod of 60days beyond the period of 270 days in terms of the amended provisions of theCode.

Since the Company is under Corporate Insolvency Resolution Process(CIRP) as perSection 17 of the Insolvency & Bankruptcy Code: .

• the management of the affairs of the company shall vest in theResolutionProfessional

• the powers of the Board of Directors of the company standssuspended and arebeing exercised by the Resolution Professional

• the Financial Institutions maintaining accounts of the companyshall act on theinstructions of the Resolution Professional in relation to such accountsand furnish allinformation relating to the company available with them to the ResolutionProfessional.

1. FINANCIAL HIGHLIGHTS

Details Year ended 31.03.2019 (INR in crore) Year ended 31.03.2018 (INR in crore)
Turnover 2089.23 6724.88
Profit/(Loss) before Interest Depreciation Extraordinary Items & Tax (2630.12) 502.85
Interest & Finance Charge 188.23 233.18
Depreciation 130.10 125.56
Profit/(Loss)before Extraordinary Item & Tax (2948.45) 144.11
Extraordinary Items - -
Profit/(Loss)before Tax (2948.45) 144.11
Tax Expense (0.87) 73
Profit/(Loss) after Tax (2947.58) 71.11

2. COMPANY PERFORMANCE

The Company's Standalone turnover for the current financial year is Rs2089.23 crores ascompared to Rs 6724.88 crores in previous financial year. Loss beforeTax is Rs. 2948.45crores for current financial year as compared to that of Profit beforetax for previousfinancial year of Rs. 144.11 crores. Loss after Tax for the currentfinancial year stood atRs. 2947.58 crores as compared to Profit before tax Rs. 71.11crores in the previousfinancial year.

The Company's Consolidated turnover for the current financial year isRs 2129.88 croresas compared to Rs 7319.36 crores in previous financial year. Loss beforeTax is Rs. 3217.02crores for current financial year as compared to that of previousfinancial year of Profitbefore Tax of Rs. 165.35 Crores. Loss after Tax for the currentfinancial year stood at Rs.3216.15 crores as compared to Profit after tax Rs. 92.35crores in the previous financialyear.

3. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India(Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referredto as "ListingRegulations") and applicable provisions of the Companies Act2013 read with the Rulesissued thereunder the Consolidated Financial Statements of theCompany for the financialyear 2018-19 have been prepared in compliance with applicableAccounting Standards and onthe basis of audited financial statements of the Company andits subsidiary.

The Consolidated Financial Statements together with the Auditors'Report form part ofthis Annual Report.

4. SUBSIDIARIES

A separate statement containing the salient features of financialstatements of allsubsidiaries of the Company forms a part of consolidated financialstatements in compliancewith Section 129 and other applicable provisions if any of theCompanies Act 2013.

In accordance with Section 136 of the Companies Act 2013 thefinancial statements ofthe subsidiary and associate companies are available forinspection by the members at theRegistered Office of the Company during business hours onall days except SaturdaysSundays and public holidays upto the date of the Annual GeneralMeeting ('AGM'). Any memberdesirous of obtaining a copy of the said financial statementsmay write to the CompanySecretary at the Registered Office of the Company. The financialstatements including theconsolidated financial statements financial statements ofsubsidiaries and all otherdocuments required to be attached to this report have beenuploaded on the website of theCompany (www.kwality.com). The Company has formulated apolicy for determining materialsubsidiaries. The policy may be accessed on the website ofthe Company (www.kwality.com)

Your Company has a wholly owned subsidiary under the name and style of"KwalityDairy Products - FZE" in free trade zone of United Arab Emirates. YourCompany hasprepared Consolidated Financial Statements in accordance with Section 129(3)of theCompanies Act 2013 Regulation 33 of SEBI (Listing Obligations andDisclosureRequirements) Regulations 2015 and Accounting Standard as specified underSection 133 ofCompanies Act 2013 read with Rule 7 of Companies (Accounts) Rules 2014.

The Board unanimously decided to close business operations of KwalityDairy Products FZEDubai- UAE (A wholly owned Subsidiary) of the Company in phased mannerw.e.f July 112018.

5. DIVIDEND

In view of losses incurred during the period under review the Companydoes notrecommend any dividend on the equity shares for the financial year ended as onMarch312019.

6. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans Guarantees and Investments covered under section 186 of theCompanies Act 2013form part of the notes to the financial statements provided in theAnnual Report.

8. TRANSFER TO RESERVE

Pursuant to section 123 of the Companies Act 2013 the company is notmandatorilyrequired to transfer any amount to the reserves. Accordingly the company hasnottransferred any amount to the reserves during the year.

9. PREFERNTIAL ISSUE AND PRIVATE PLACEMENT

During the period under review the company has not made anypreferential issue andprivate placement.

10. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY

Pursuant to the applicable provisions of the Companies Act 2013 readwith the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules2016 ("IEPF Authority") all unpaid or unclaimed dividends arerequired to betransferred by the company to the IEPF established by the Government ofIndia aftercompletion of seven years. Further according to the rules the shares onwhich dividend hasnot been paid or claimed by the shareholders for seven consecutiveyears or more shall betransferred to the Demat account of the IEPF Authority.

During the year 2018-19 unclaimed Dividend for financial year 2010-11of Rs. 717558/-were transferred to the Investor Education and Protection Fund("IEPF") asrequired under the Investor Education and Protection Fund Authority(Accounting AuditTransfer and Refund) Rules 2016 ("IEPF Authority"). Further16652 equity sharesin respect of which dividend has not been claimed for the finaldividend declared infinancial year 2010-11 were transferred to the IEPF Authoritypursuant to the provisions ofSection 124(6) of the Companies Act 2013 and the rulesthereunder.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referredto in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appendedas Annexure 1to the Board's report.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

The Corporate Insolvency Resolution Process ("CIRP") wasinitiated on apetition filed by KKR India Financial Services Private Limited againstKwality Limited("the Company") which was admitted vide an Order datedDecember 11 2018("Insolvency Commencement Date") of the Hon'ble NationalCompany Law Tribunal("NCLT") New Delhi Bench under the provisions of theInsolvency and BankruptcyCode 2016 ("the Code"). Mr. Shailendra Ajmera IPRegistration No.IBBI/IPA-001/IP-P00304/2017-18/10568 was appointed as Interim ResolutionProfessional("IRP") to manage affairs of the Company in accordance with theprovisions of theCode and thereafter appointed as the Resolution Professional("RP") by thecommittee of creditors ("CoC") of the Company in themeeting held on January112019 under the provisions of the Code. Pursuant to the Hon'bleNCLT Order forcommencement of the CIRP and in line with the Provisions of the Code thepower of theBoard of Directors stands suspended and same is being exercised by RP interms of theprovisions of Section 17 & 20 of the Code. Further vide an Order datedMay 24 2019Hon'ble NCLT has extended the CIRP period for a further period of 90 daysbeyond theinitial a statutory period of 180 days and subsequently vide pursuant to anOrder datedSeptember 06 2019 passed by the Hon'ble NCLT the CIRP period was furtherextended by aperiod of 60 days beyond the period of 270 days in terms of the amendedprovisions of theCode.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (CSR) Policy has been formulatedpursuant to theprovisions of Section 135 of the Companies Act 2013 read with theCompanies (CorporateSocial Responsibility Policy) Rules 2014 (including any statutorymodification(s) orre-enactment(s) thereof for the time being in force) on therecommendations of the CSRCommittee. The CSR Policy outlines the CSR vision of yourCompany which is based onembedded tenets of trust fairness and care. The initiativesundertaken by your Companyduring the financial year 2018-19 in CSR have been detailed inthis Annual Report.

The Annual Report on CSR activities in accordance with the Companies(Corporate SocialResponsibility Policy) Rules 2014 is set out herewith as"Annexure 2" to thisReport.

14. CREDIT RATING

Brickwork Ratings were received in the month of September 2018 withRating Outlookdowngraded for Fund Based Long Term rating as "BWR D (Downgrade)"for bank loanfacilities for an amount of Rs 1463 crores Non-Fund Based Short Term ratingas "BWR D(Downgrade)" for an amount of Rs 30 crores and assigned "BWR D(Downgrade)"for issue of Non-Convertible Debentures of Rs 94.45 crores.Subsequently the CIRP wasinitiated on a petition filed by KKR India Financial ServicesPrivate Limited against theCompany which was admitted vide an Order dated December 112018 of the Hon'ble NationalCompany Law Tribunal ("NCLT") New Delhi Benchunder the provisions of the Code.

15. CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2) (c) of the SEBI(ListingObligations and Disclosure Requirements) Regulations 2015 the Cash FlowStatement for theyear ended on March 312019 is attached as a part of the FinancialStatement of theCompany.

16. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis forms an integral part of thisreport and givesdetailed review of operations performance and future outlook of thecompany during thefinancial year 2018-19.

17. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP):

The Key Managerial Persons of the Company as at March 312019 are:

Name Designation
Mr. Sanjay Dhingra Managing Director
Mr. Sharad Bhandari Chief Financial Officer (CFO)
Mr. Pradeep K. Srivastava Company Secretary & Compliance Officer

DIRECTORS INDUCTIONS

During the financial year 2018-19 Ms. Swati Chaturvedi (DIN: 08187398)and Mr. AkhileshKumar Mishra (DIN: 08210752) have been co-opted as Additional Director ofthe Companyw.e.f. July 28 2018 and September 01 2018 respectively to hold the officeupto AnnualGeneral Meeting which was held on September 29 2018 pursuant to Section 161of theCompanies Act 2013 and in respect of whom the Company has received a notice inwritingfrom member(s) under Section 160 of the Companies Act 2013 signifying theirintension topropose the directors as a candidate for the office of a director of theCompany.

RESIGNATIONS

During the year under review due to some personal and unavoidablecircumstances Mr.Sidhant Gupta Mr. Manjit Dahiya Dr. Kuldeep Sharma and Mr. AkhileshKumar Mishra hadtendered their resignation from the position of Non-Executive DirectorWhole Time Directorand Independent Director of the Company w.e.f. July 112018 October012018 and February15 2019 respectively.

Ms. Swati Chaturvedi has tendered resignation from the post of WomenIndependentDirector w.e.f July 01 2019 which was disapproved by the Committee ofCreditors of theCompany in their meeting held on July 15 2019.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (c) of the Companies Act2013 withrespect to Director Responsibility statement and based on the representationreceived fromoperating management the Directors hereby confirm that:

a) in the preparation of the annual accounts for the period ended onMarch 312019 theapplicable accounting standards have been followed and there are nomaterial departuresfrom the same;

b) the directors have selected such accounting policies and appliedthem consistentlyand made judgments and estimates that are reasonable and prudent so asto give a true andfair view of the state of affairs of the company at the end of thefinancial year March312019 and the profit and loss of the Company for the financial yearended March 312019;

c) the directors had taken proper and sufficient care for themaintenance of adequateaccounting records in accordance with the provisions of this Actfor safeguarding theassets of the company and for preventing and detecting fraud andother irregularities;

d) the directors had prepared the annual accounts for the period endedon March 312019as on going concern basis;

e) the directors have laid down internal financial controls which areadequate and areoperating effectively; and

f) The directors had devised proper systems to ensure compliance withprovisions of allapplicable laws and that such systems were adequate and operatingeffectively.

19. DEPOSITS

Your company has not raised any public deposit during the period underreview.Therefore there was no public deposit outstanding as at the beginning or at theend of theperiod.

20. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has adopted the policies and procedures for ensuring theorderly andefficient conduct of its business including adherence to Company's policiesthesafeguarding of its assets the prevention and detection of frauds and errors theaccuracyand completeness of the accounting records and the timely preparation ofreliablefinancial information.

Internal Control System has designed to provide reasonable assurancewith regard torecording and providing reliable financial and operational informationcomplying withapplicable Accounting Standards. The internal financial controls withreference to thefinancial statements were adequate and operating effectively.

21. RISK MANAGEMENT

The Company has well defined process in place to ensure appropriateidentification andtreatment of risks. The identification of risk is done at strategicbusiness operationaland process levels. All significant risks are well integrated withthe functional andbusiness plans and are reviewed on a regular basis.

Further details form part of Corporate Governance Report.

22. AUDITORS STATUTORY AUDITORS

M/s MSKA & Associates Chartered Accountants who were appointed inan Annual GeneralMeeting held on September 29 2017 for a period of 5 years upto theconclusion of AnnualGeneral Meeting to be held in the year 2022 and further ratified inAnnual General Meetingheld on September 29 2018 has tendered their resignation as theStatutory Auditor of theCompany on November 05 2018. Therefore upon recommendation ofAudit Committee and pursuantto Section 139 of the Companies Act 2013 and the Rules madethereunder the Board of theCompany in their meeting held on November 05 2018 to fillthe casual vacancy caused due tothe resignation of M/s MSKA & Associates appointedM/s B. Rattan & AssociatesChartered Accountants (Firm Registration Number: 011798N)as Statutory Auditors of thecompany till the ensuing Annual General Meeting subject tothe approval of the shareholderswhich was duly received through Postal ballot on December29 2018.

Further M/s B. Rattan & Associates Chartered Accountants areeligible to beappointed for a period of 5 years from the conclusion of this AnnualGeneral Meeting tillthe conclusion of the Annual General Meeting to be held in the year2024.

The Company has received written consent(s) and certificate(s) ofeligibility inaccordance with Sections 139 141 and other applicable provisions of theCompanies Act2013 and Rules issued thereunder (including any statutory modification(s)orre-enactment(s) thereof for the time being in force) from M/s B. Rattan &Associates.Further M/s B. Rattan & Associates Chartered Accountants have confirmedthat theyhold a valid certificate issued by the Peer Review Board of the Institute ofCharteredAccountants of India as required under the Listing Regulations.

The Auditors' Report for the financial year ended March 312019 on thefinancialstatements of the Company is a part of this Annual Report. The Comments onthequalification in the Auditor's Report on the Financial year 2018-19 are as provided inthe"Statement on Impact of Audit Qualification" forms part of annual report.

COST AUDITOR

M/s. M K Jha & Co. Cost Accountants (Firm Registration No.101333) has beenappointed as the Cost Auditor of the Company to conduct the audit of costrecords for thefinancial year 2019-20. The remuneration proposed to be paid to the CostAuditor subjectto ratification by the shareholders of the Company at the ensuing 27thAGMwould not exceed Rs. 30000 (Rupees Thirty Thousand only) excluding taxes and out ofpocketexpenses if any.

The Company has received consent from M/s. MK Jha & Co. CostAccountants to act asthe Cost Auditor for conducting audit of the cost records for thefinancial year 2019-20along with a certificate confirming their independence and arm'slength relationship.

SECRETARIAL AUDITOR

M/s. Mukun Vivek & Company Company Secretaries were appointed toconduct thesecretarial audit of the Company for the financial year 2018-19 as requiredunder Section204 of the Companies Act 2013 and Rules made thereunder. The secretarialaudit report forFY 2018-19 forms part of the Annual Report as Annexure 3 to the Board'sReport.

23. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a)of the Companies (Amendment) Act2017 the copy ofannual return in the prescribed form has been placed at our websitewww.kwality.com.

24. SECRETARIAL STANDARDS OF ICSI

Your Company complies with the Secretarial Standards as specified bythe Institute ofCompany Secretaries of India on Meetings of the Board of Directors(SS-1) and GeneralMeetings (SS-2) and notified by Ministry of Corporate Affairs.

25. LISTING

The equity shares of the Company continue to be listed on the BSELimited (BSE) andNational Stock Exchange of India Limited (NSE). The annual listing feesfor the currentyear have been paid to the BSE Limited (BSE) and National Stock Exchangeof India Limited(NSE).

26. PARTICULARS OF REMUNERATION OF DIRECTORS KMPs AND EMPLOYEES

The table containing the names and other particulars of employees inaccordance with theprovisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appendedas Annexure 4 to the Board's Report.

Details of employees employed for the whole year and are in receipt ofremuneration ofRs. 10200000/- or more or if employed for the part of the year and inreceipt of Rs.850000/- or more a month under rule 5(2) of the Companies (Appointmentand Remunerationof Managerial Personnel) Rules 2014.

Name of Employee Date of Joining Gross Remuneration Educational Qualification Age Experience (years) Last Employment Designation
Sanjay Dhingra 22.09.2003 8680000* Graduation 48 23 NA Managing Director

*Mr. Sanjay Dhingra has forgone his remuneration with effect fromDecember 012018.

27. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Remuneration Compensation and Nomination Committee has framed apolicy forselection and appointment of Directors including determining qualificationsandindependence of a Director Key Managerial Personnel Senior Management Personnelandtheir remuneration and other matters provided under Section 178(3) of the CompaniesAct2013 and Regulation 19 of the Listing Regulation (including any statutorymodification(s)or re-enactment(s) thereof for the time being in force) and appended asAnnexure 5 of theBoard's Report.

The Nomination and Remuneration Policy can be accessed on the websiteof the Company(www.kwality.com).

28. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independentdirector underSection 149(7) of the Companies Act 2013 that he/she meets the criteriaof independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

29. PERFORMANCE EVALUTION OF THE BOARD

Pursuant to applicable provisions of the Companies Act 2013 and theListingRegulations the Board in consultation with its Remuneration Compensation andNominationCommittee has formulated a framework containing inter-alia the criteria forperformanceevaluation of the entire Board of the Company its Committees and individualDirectorsincluding Independent Directors.

The Directors carried out the annual performance evaluation of theBoard Committees ofBoard and individual Directors along with assessing the qualityquantity and timeliness offlow of information between the Company management and theBoard that is necessary for theBoard to effectively and reasonably perform their duties.The details of evaluation processof the Board its Committees and individual Directorsincluding Independent Directors havebeen provided under the Corporate Governance Reportwhich forms part of this Report.

Further noted that vide order dated December 11 2018 passed by Hon'bleNCLT Bench Delhifor initiation of Corporate Insolvency Resolution Process the Powers ofBoard of Directorsof the Company are suspended and vested in Resolution Professional Mr.Shailendra Ajmera.

30. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Corporate Insolvency Resolution Process (CIRP) of the Company hasbeen in effectfrom December 11 2018 as per the order passed by the Hon'ble NationalCompany Law Tribunal("NCLT") New Delhi Bench under the provisions ofInsolvency and Bankruptcy Code2016 duly intimated to the company on December 18 2018.Prior to the commencement of CIRPthe Board of Director met thirteen times during theyear 2018-19 and thereafter since NCLTorder the power of the Board of directors havebeen suspended during the CIRP period.

The dates of the meetings are as under:

Date of Board Meetings
28.05.2018 03.07.2018 11.07.2019 28.07.2019
01.09.2018 12.09.2018 14.09.2018* 03.10.2019
05.11.2018 23.11.2019 14.12.2018**

*Due to the urgency of the agenda items three Board meetings were heldon 14.09.2018 at09:30 AM 06:35PM and 09:30 PM.

** That the Order dated December 11 2018 of initiation of CIRP wasreceived on onDecember 18 2018 meanwhile the company convened its duly scheduled Boardmeeting datedDecember14 2018.

One meeting held on March 25 2019 was chaired by ResolutionProfessional (RP) alongwith the Key Managerial Persons (KMP) of the Company.

31. "KWALITY EMPLOYEE STOCK OPTION PLAN 2014" ("ESOP2014")

The details of the grants allotted under KWALITY EMPLOYEE STOCK OPTIONPLAN 2014"("ESOP 2014") and also the disclosures in compliance with SEBI(Share BasedEmployee Benefits) Regulations 2014 and Section 62 (1) (b) read with Rule12(9) of theCompanies (Share Capital & Debentures) Rules 2014 is as follow:

Sr. No. Particulars Details
1. Date of shareholders' approval for the options granted under the scheme July 07 2014
2. Total number of options approved for grants under the scheme 10000000
3. Vesting requirements 1 year from the date of grant
4. Exercise price or pricing formula Rs 38 per share (For Grant I II III)
Rs 50 per share (For Grant IV V)
5. Maximum term of options granted 5 years from the date of vesting
6. Source of shares Direct Allotment
7. Variation of terms of options None
8. Options granted during the year; NIL
Options granted till March 312019 5266000
9. Options lapsed/forfeited 1395300
10. Options vested during the year; NIL
Options vested up to March 312019 1854200
11. Options exercised during the year; NIL
Options exercised up to March 312019 1884100
12. The total number of shares arising as a result of exercise of option during the year; NIL
13. Money realised by exercise of options during the year Money realised by exercise of options up to March 312019 NIL 71595800
14. Options outstanding at the end of the year 1854200
Options exercisable at the end of the year 1854200
15. Method used to account for the options where the Company has calculated the employee compensation cost using the intrinsic value of the stock options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options and the impact of this difference on profits and on EPS of the company shall also be disclosed The Company has calculated the employee Compensation cost based on the Fair Market Value Method using Black - Scholes Option Pricing Formula.
16. Weighted-average exercise prices and weighted-average fair values of options (shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock) Weighted average exercise price - Rs. 39.20 Weighted average fair value of the option outstanding:
Grant I - Rs 67.28
Grant II - 76.18
Grant III - Rs. 90.63
Grant IV - Rs. 92.44
Grant V - Rs. 105.56
17. Employee wise details of options granted to: NIL
i) Senior Managerial personnel
ii) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year
iii) Identified employees who were granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant
18. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 'Earnings Per Share Rs. (122.13) per share
19. A description of the method and significant assumptions used during the year to estimate the fair values of options including the following weighted-average information: Refer note -41 Share Based Payments of the Standalone Financial Statement as ended on March 312019
i) Risk-free interest rate
ii) Expected life
iii) Expected volatility
iv) Expected dividends
v) The price of the underlying share in market at the time of option grant NIL

32. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information required under Section 134(3)(m) of the Companies Act2013 read with theRule 8 of the Companies (Accounts) Rules 2014 is set out in anAnnexure 6 to this report.

33. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from thestatutory auditorsof the Company regarding compliance with the conditions of CorporateGovernance asstipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015forms part of this Annual Report.

34. POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE

As required under the provisions of Sexual Harassment of Women atWorkplace (PreventionProhibition and Redressal) Act 2013 the Company has constituted aSexual HarassmentPolicy. We follow a gender neutral approach in handling complaints ofsexual harassment allemployees are of equal value with no discrimination betweenindividuals at any point on thebasis of race colour gender religion politicalopinion national extraction socialorigin sexual orientation or age. The Company iscommitted to providing a safe andconducive work environment to all its employees andassociates. No complaints was pendingin the beginning of the year and none was receivedby the Company during the year underreview.

35. SIGNIFICANT AND MATERIAL ORDERS

The following significant and material orders have been passed by theRegulators orCourts or Tribunals: The Order dated December 112018 passed by the Hon'bleNationalCompany Law Tribunal New Delhi Bench initiating corporate insolvency resolutionprocess inthe company with effect from December 112018. Except the above no othersignificant ormaterial orders were passed by any of the Regulators or Courts orTribunals.

36. GREEN INITIATIVES

Electronic copies of the Annual Report 2018-19 and the Notice of the 27thAnnualGeneral Meeting are sent to all the members whose email addresses are registeredwith theCompany/ depository participant(s). For members who have not registered theiremailaddresses physical copies are sent in the permitted mode.

37. APPRECIATION

The Board of Directors (currently powers are suspended during CIRPunder the provisionsof the IBC 2016) wish to place their deep appreciation for thesupport and co-operation ofthe Committee of Creditors various departments of State andCentral GovernmentBanks/Financial Institutions employees and other stakeholders. TheBoard also commend thecontinuing commitment and dedication of the employees at alllevels.

For & on behalf of the Board of Directors
(suspended under CIRP)
Sd/-
Dr. Rattan Sagar Khanna
Place : New Delhi Chairman
Date : October 01 2019 DIN: 03073914

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