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LEEL Electricals Ltd.

BSE: 517518 Sector: Engineering
NSE: LEEL ISIN Code: INE245C01019
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NSE 11:37 | 22 Oct 3.15
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OPEN 3.09
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VOLUME 893
52-Week high 87.40
52-Week low 3.09
P/E 0.25
Mkt Cap.(Rs cr) 12
Buy Price 3.09
Buy Qty 100.00
Sell Price 3.09
Sell Qty 15086.00
OPEN 3.09
CLOSE 3.25
VOLUME 893
52-Week high 87.40
52-Week low 3.09
P/E 0.25
Mkt Cap.(Rs cr) 12
Buy Price 3.09
Buy Qty 100.00
Sell Price 3.09
Sell Qty 15086.00

LEEL Electricals Ltd. (LEEL) - Director Report

Company director report

Board's report

Dear Members

Your Directors have pleasure in presenting the 31st Annual Report on the business andoperations of the Company along with the Standalone and Consolidated Audited Accounts forthe Financial Year ended on March 31 2018.

SUMMARISED FINANCIAL RESULTS

(Rs. in crore except per share data)

STANDALONE for the year ended

CONSOLIDATED for the year ended

Particulars March 31 2018 March 31 2017 March 31 2018 March 31 2017
Revenue from Operations 1962.57 3022.43 2342.36 3373.25
Other Income 40.74 1.98 40.43 2.53
Earnings before Interest Depreciation & Tax (EBIDTA) 145.97 273.83 134.40 273.19
Finance Cost 66.55 118.89 68.73 119.95
Depreciation 33.35 35.97 45.17 48.96
Profit from ordinary activities but before exceptional items 46.07 118.97 20.50 104.28
Exceptional Items 645.23 - 657.44 -
Profit before tax 691.30 118.97 677.94 104.28
Less: Current Tax 167.37 36.20 167.53 36.93
Deferred Tax 1.70 (2.37) 0.38 (2.65)
Profit for the year 522.23 85.14 510.03 70.00
Add: Other Comprehensive Income 0.90 0.35 0.90 0.35
Total Comprehensive Income 523.12 85.48 510.92 70.34
Earnings Per Share (EPS) for continuing operations including exceptional items (Rs. ) 127.76 22.28 124.73 18.25
Earnings Per Share (EPS) for discontinued busiess (Rs. ) 1.94 - 1.94 -

PERFORMANCE OF THE COMPANY

For the financial year ended March 31 2018 on standalone basis the revenue from theoperations stood at Rs. 1963 Crores as compared to Rs. 3023 Crores during the previousyear. EBIDTA for the year was Rs.146 Crores as compared to Rs.274 Crores in the previousyear. The profit before exceptional item and the tax stood at Rs.46 Crores as compared toRs.119 Crores during the last year and the finance cost during the year was Rs. 67 Croresas against Rs. 119 Crores during the previous year. The profit after exceptional item andtax stood at Rs. 522 Crores as against Rs. 85 Crores during the previous year. The totalcomprehensive income for the year stood at Rs. 523 Crores as compared to Rs. 85 Croresduring the previous year. Figures of the year under review are not comparable with thecorresponding year due to the sale of Consumer Durable Business w.e.f. May 08 2017.

On the consolidated basis the revenue from the operations for the year ended March 312018 was Rs. 2342 Crores as compared to Rs. 3373 Crores during the previous year. EBIDTAfor the year stood at Rs. 134 Crores as compared to Rs. 273 Crores in the previous year.The consolidated profit before exceptional item and tax stood at Rs. 20 Crores and afterexceptional items and tax was Rs. 510 Crores as compared to Rs. 104 Crores and Rs. 70Crores respectively during the previous year. The total comprehensive income for the yearstood at Rs. 511 Crores as compared to Rs. 70 Crores during the previous year. Fordetailed review please refer Management Discussion and Analysis Report as attached andforms part of Annual Report.

SLUMP SALE OF CONSUMER DURABLE BUSINESS

During the year under review the company sold its consumer durable business as a goingconcern to Havells India Ltd on a slump sale basis on May 8 2017 for an enterprise valueof Rs. 1550 crores on debt free cash free basis.

The company received upfront consideration of Rs. 1458 crores and balance as per theterms of the agreement would be released upon finalization of the closing financialswhich is under process as on the date of this report.

The proceeds from the disinvestment has been utilized by the company partially towardsdeleveraging the balance sheet by repaying the long term and short term borrowings andpartially towards capital investment in view of strategic expansion by increasing capacityat existing plants setting up new plants at various locations to tap up with theincreased demand of customers in the Heating Vantalion and Air Conditioning industry.

OPERATION

During the year under review your Company organized its revenue stream primarily intothe following three reportable business segments:

a) Consumer Durable Business (discontinued w.e.f. May 8 2017);

b) OEM & Packaged Air conditioning Segment; and

c) Heat Exchangers & Components Segments.

Consumer Durable Segment: During the year under review the Company had sold itsConsumer Durables business to Havells India Limited on May 08 2017. The Company hasclassified this business as discontinued business. Till May 08 2017 the Consumer DurableBusiness reported revenue of Rs. 424 Crores.

The air conditioning industry had witnessed tough time during the financial year underreview. Output took a hit because of a host of disruptions such as GST transition amodest festive season change in rating standards and a subdued summer of 2017. The ACproduction volumes grew a minuscule 7 per cent in Financial Year 2017-18. Major brandsreported a subdued volume growth during the year 2018. A major factor that impacted RACvolumes in FY18 was the change in energy efficiency ratings. The Bureau of EnergyEfficiency (BEE) introduced a new star rating methodology called Indian Seasonal EnergyEfficiency Ratio (ISEER) for air conditioners in 2016 which came into effect in January2018.

Your Company being an OEM supplier to various brands in India witnessed the downsidetoo yet the sales from this segment grew from Rs.936 crores to Rs.964 crores.

Heat exchangers and the component segment caters to the manufacturing of heatexchangers and the evaporator coil for the heating ventilation and the air conditioningindustry and copper and brass heat exchangers for the railways heavy automobiles andother industrial applications and the component business of sheet metal. During the yearthe revenue of the segment stood at Rs.640 Crores as compared to Rs. 604 Crores during theprevious year.

For detailed performance review please refer Management Discussion and Analysis Reportas attached herewith and forms part of the Annual Report.

DIVIDEND

The Board of Directors had in its meeting held on May 30 2017 declared a specialdividend (one time dividend) of Rs.20 per equity shares of the face value of Rs.10 each(200%) out of proceeds of sale of Consumer Durable Business aggregating to Rs.97.08Crores (including dividend distribution tax) which was duly paid on 15.06.2017.

The Board of Directors had in its meeting held on May 30 2018 decided to treat thespecial dividend declared and paid during the financial year 2017-18 as the finaldividend.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the Reserves and Surplusaccount.

SHARE CAPITAL

During the period under review there was no change in the share capital of theCompany. The authorized share capital of the Company stood at Rs.70 Crore divided into 7Crore equity shares of Rs.10 each and issued and subscribed capital of the Company stoodat Rs. 40.35 Crore and the paid-up share capital stood at Rs. 40.34 Crore as at March 312018.

INDIAN ACCOUNTING STANDARD (IND AS)

The financial statements are prepared in accordance with the new Indian AccountingStandards notified by the Ministry of Corporate Affairs vide its notification datedFebruary 16 2015.

SUBSIDIARY COMPANIES

As of the beginning of the financial Year the Company had five direct wholly ownedsubsidiaries (WOS) viz; LEEL Coils Europe s.r.o. (formerly Lloyd Coils Europe s.r.o.)Janka Engineering s.r.o. Noske Kaeser Rail & Vehicle Germany GmbH Noske Kaeser USRail & Vehicle LLC Noske Kaeser Rail & Vehicles New Zealand Ltd. and two IndirectWOS through Noske Kaeser Rail & Vehicles New Zealand Ltd. (NKNZ) viz; Noske-KaeserRail & Vehicle Australia Pty Ltd. and Noske-Kaeser Equipamentos de AquecimentoVentilagao e Ar Condicionado Ltda (formerly Noske Kaeser Empreendimentos e ParticipacoesDo Brasil Ltd.) (liquidated).

During the period under review the Board of Directors of the Company had in itsmeeting held on November 14 2017 approved the restructuring of LEEL Coils Europe s.r.o.and Janka Engineering s.r.o. which involved spinning off certain common assets andliabilities including employees and amalgamate with a new entity set up as a wholly ownedsubsidiary of the Company in the Czech Republic to provide the common services to them.The appointed date for the restructuring was January 1 2018.

In pursuant to the above the new entity LEEL Services s.r.o. became the WOS of theCompany w.e.f. 18.11.2017 and the spin off process was duly approved by the competentauthorities of the Czech Republic effective as on the appointed date i.e. January 012018.

The aforesaid restructuring has consolidated the selected assets and resources into anew entity and enabled the better management and control over the resources without anychange in ultimate ownership over the existing aforesaid WOS(s). Further there was noimpact of said restructuring on the existence of restructured WOSs and they continued tooperate in their respective business segments during the period under review.

After the balance sheet date following events have occurred with respect tosubsidiaries.

Voluntary Insolvency of Noske Kaeser Rail & Vehicle Germany GmbH ('NKG'): NKG wasacquired in March 2016 from an insolvency administrator with an intention that thisacquisition would open up immense opportunity for the Company in providing technical andengineering solutions in the highly specialized segment of Rail HVAC and expand itsbusiness globally. However inspite of the financial contributions and various measuresundertaken to turnaround the subsidiary since the date of its acquisition it continued tolose mainly on account of legacy orders which were executed by the subsidiary atsignificant losses and thus couldn't run the operations in a self-sustainable mode andleaving no option but to file for insolvency. The Tribunal of Hamburg has appointed theinsolvency administrator to manage the operations and to find an investor for taking overof NKG or put it into bankruptcy.

Sale of Janka Engineering s.r.o. ('Janka'): Janka also continued to deliver weakresults and hence the Company decided to explore the possibility of divesting its stakein it and appointed foreign consultant to look out for the prospective buyer. On the dateof this report the Company had approved the disinvestment of its 100% shareholding inJanka including all assets liabilities trademarks and employees to Multicraft Group fora total consideration of 45 Million Czech Crowns (equivalent to approximately Euro 1.75Million). The closing shall take place before the end of August 2018 subject to thecustomary closing conditions including regulatory approvals.

Incorporation of new India Subsidiary: The new Indian subsidiary was incorporated viz;'LEEL Engineering Private Limited' in the state of Delhi on April 03 2018 with an objectto do business in the field of all types of engineering and electricals equipment andmachinery. The Company holds 99% of the total share capital of the Company.

Dissolution of Noske-Kaeser Equipamentos de Aquecimento Ventilagao e Ar CondicionadoLtda. (Indirect subsidiary through NK NZ): As there was no operation in the subsidiary thesame has been voluntary dissolved and as on the date of approval the applicable authorityhad also approved the dissolution and now this entity ceased to exist.

There are no associate companies within the meaning of Section 2(6) of the CompaniesAct 2013 (Act). There has been no material change in the nature of the business of thesubsidiaries.

In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and its subsidiaries existing as on March31 2018 which form part of the Annual Report except Noske Kaeser US Rail & VehicleLLC which is yet to commence its operation and is in dormant state.

Further a statement containing the salient features of the financial statement of oursubsidiaries in the prescribed format AOC 1 is attached to the financial statements of theCompany.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and accounts of each of its subsidiaries are available on our website www.leelelectric.com .These documents will also beavailable for inspection during business hours at our corporate office situated at 159Okhla Industrial Estate Phase III New Delhi 110020.

For detailed performance review of subsidiaries please refer the Management Discussionand Analysis Report attached herewith and forms part of the Annual Report.

GLOBAL DEPOSITORY RECEIPTS

During the year under review the Board of Directors in its meeting held on November14 2017 decided to terminate the Global Depository Facility and Deposit Agreement withthe Bank of New York Mellon ('the BNY') in view of cost involved in maintaining the smallnumber of outstanding Global Depository Receipts (GDR) (i.e. 8000 GDR's underlying 16000equity shares) which were also listed on London Stock Exchange.

In view of the above the BNY had issued 90 days' notice to GDR holders on December 82017 regarding termination of the GDR facility and Deposit Agreement between the BNY andthe Company and had also given an opportunity to the GDR holders to convert their GDRsinto underlying equity shares subject to the terms of the Deposit Agreement and applicablelaws or regulations.

Upon the completion of 90 days' notice all the outstanding GDRs have been convertedand / or cancelled and there were no GDR pending as on 31.03.2018. Further as thesecurity ceases to exist the Company also went for voluntary delisting of its GDRs fromLondon Stock Exchange (LSE) which was duly approved and got effected w.e.f. April 052018.

FIXED DEPOSITS

During the year under review the Company has not accepted any deposits from the publicunder Section 73 of the Companies Act 2013 and rules made thereunder.

CORPORATE GOVERNANCE

Your Company has always laid a strong emphasis on transparency accountability andintegrity and believes that good governance is the basis for sustainable growth of thebusiness and for enhancement of shareholder value. We keep our governance practices undercontinuous review and benchmark ourselves to the best governed Companies across the globe.

The report on corporate governance forms an integral part of this report and is set outas separate section to this annual report. The certificate of Mr. Sanjay Chugh PracticingCompany Secretary acting as the Secretarial Auditors' of the Company certifyingcompliance with the conditions of corporate governance as stipulated in Regulation 33 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedwith the report on corporate governance.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required pursuant to Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report isattached herewith and forms a part of the Annual Report.

LISTING AGREEMENT

The equity shares of the Company are listed at BSE Ltd. and National Stock Exchange ofIndia Ltd.

The Annual Listing fees to the above Exchanges for the Financial Year 2018-19 asapplicable have been paid well before the due date. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company believes that CSR is a business approach that contributes to sustainabledevelopment by delivering economic social and environmental benefits for all thestakeholders. The Company has always endeavored to promote education and well-being ofweaker sections of society.

In recognition of this the Company concentrates most of its sustainability / CSRefforts by actively supporting the education and social causes through its philanthropicarm "Pandit Kanahaya Lal Punj Trust".

In accordance with the requirements of Section 135 of Companies Act 2013 your Companyhas constituted a CSR Committee. The composition and terms of reference of the CSRCommittee is provided in the Corporate Governance Report.

Further details about the CSR policy and initiatives taken by the Company on CSRduring the year are available in our website. The annual report on our CSR activities isappended as Annexure 1 to the Board's Report.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 as amended by theCompanies (Amendment) Act 2017 effective from July 31 2018 an extract of the annualreturn in the prescribed format is available on the website of the Company viz.www.leelelectric.com

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.

NUMBER OF MEETINGS OF THE BOARD

The Board met four times during the financial year viz; on May 30 2017; August 102017; November 14 2017 and February 14 2018. The necessary quorum was present at all themeetings. The intervening gap between any two meetings was not more than one hundred andtwenty days as prescribed by the Companies Act 2013. For composition category andattendance of directors please refer the Corporate Governance Report which forms part ofthe Board's Report.

COMMITTEES OF THE BOARD

The Board has five committees viz; the Sub-Committee of the Board Audit CommitteeNomination and Remuneration Committee Corporate Social Responsibility Committee andStakeholders' Relationship Committee.

The details pertaining to composition of above committees are included in the CorporateGovernance Report which forms part of the board's report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub section (3) of Section 178 of the Companies Act2013 adopted by the Board has been disclosed in the corporate governance report whichforms part of the Board's Report.

BOARD EVALUATION

In pursuance to the provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outannual performance evaluation of its own performance the directors individually as wellthe evaluation of the working of committees. The performance of the Board was evaluated bythe Board after seeking inputs from all the directors on the basis of the criteria such asthe Board composition and structure board meetings and effectiveness of board processesinformation and functioning etc. The performance of the committees was evaluated by theboard after seeking inputs from the committee members on the basis of the criteria such asthe compliance with the terms of reference of the committees composition of committeesfunctions and duties committee meetings & procedures etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings attendanceindependent judgment etc. During the year Mr. Brij Raj Punj Chairman and MD of theCompany passed away and the Board Members selected the Chairman of the each meetingamongst them. Hence the evalution of the Chairman of the Board was not conducted duringthe year.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole was evaluated taking into account theviews of executive directors and non-executive directors. The same was discussed in theboard meeting that followed the meeting of the independent directors at which theperformance of the Board its committees and individual directors was discussed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPS)

During the year under review Mr. Brij Raj Punj Chairman & Managing Director ofthe Company passed away on December 05 2017. The Company have achieved so much with hisvision courage tenacity and the leadership. The Board pays homage to its Chairman.

Mr. Bharat Raj Punj (DIN: 01432035) Deputy Managing Director and son of Late Mr. BrijRaj Punj was elevated as Managing Director of the Company w.e.f. May 30 2018 by theBoard in its meeting held on May 30 2018.

Mr. Achin Kumar Roy (DIN: 01475456) Whole Time Director of the Company was re-appointedfor a further period of two years w.e.f. April 28 2018 by the Board of Directors in themeeting held on February 14 2018. Further pursuant to provisions of section 152 of theCompanies Act 2013 and Articles of Association of the Company he will also retire byrotation at the 31st Annual General Meeting and being eligible has offered himself forre-appointment.

During the financial year under review Mr. Nipun Singhal (DIN:02026825) who was thebusiness head of the Consumer Durable Business segment had stepped down and resigned fromthe Directorship of the Company w.e.f. May 08 2017 pursuant to the sale of aforesaidsegment to Havells India Ltd.

As at the end of financial year the Company is having five KMPs viz. Mr. Bharat RajPunj Managing Director (w.e.f. 30.05.2018) Mr. Achin Kumar Roy Whole Time Director Mr.Mukat B. Sharma Whole Time Director & Chief Financial Officer and Ms. Anita K.Sharma Company Secretary & VP Finance.

The appointments / re-appointments as aforesaid are placed before the shareholders fortheir approval alongwith the brief profile in the notice of 31st Annual General Meeting('AGM"). The Board recommends the appointment /re-appointments of above saiddirectors.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director thathe/she meets the criteria of independence as laid down in Section 149(6) of the CompaniesAct 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

The Audited Accounts for the financial year ended March 31 2018 are in conformity withthe requirements of the Companies Act 2013. Pursuant to Section 134(5) of the CompaniesAct 2013 your directors hereby confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed alongwith proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them 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 at the end of the financial year and ofthe profit and loss of the Company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS & AUDITORS' REPORT

STATUTORY AUDITORS

The provision of section 139 of the Companies Act 2013 requires that the statutoryauditor may be appointed by the shareholders for a period of five consecutive years;however the said appointment needs to be placed for ratification by the members in eachAGM. Now with effect from May 07 2018 the aforesaid requirement related to annualratification of appointment of statutory auditors by the members has been omitted by theCompanies (Amendment) Act 2017. Hence the resolution for ratification of appointment ofM/s Goel Garg & Co. Chartered Accountants (Firm Regn. No. 000397N) as the statutoryauditor whose appointment was approved by the members in the 30th AGM for a term of fiveconsecutive years has not been put for motion as an ordinary business in the 31st AGM.

Auditors' Report and the Notes on financial statements referred to in the Auditors'Report are self-explanatory and do not call for any further comments. The Auditors' Reportdoes not contain any qualification reservation or adverse remark.

COST AUDITORS

The Board has re-appointed M/s Jain Sharma & Associates Cost accountants as costauditors of the Company for the financial year 2018-19 at a fee of Rs. 206250/-(including out of pocket expenses) plus applicable taxes subject to the ratification ofthe said fees by the shareholders at the ensuing 31st AGM.

The Company has also received a certificate from M/s Jain Sharma & Associatesconfirming that their appointment is in accordance with provisions of section 139 141& 148 of the Companies Act 2013.

The cost audit report of the financial year 2017-18 would be filed with the CentralGovernment within the prescribed time. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed Mr. Sanjay Chugh Practicing Company Secretary to conduct Secretarial Audit forthe financial year 2017-18. The Secretarial Audit Report (in prescribed Form MR-3) for thefinancial year ended March 31 2018 is appended as Annexure 2 to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

The Board has re-appointed Mr. Sanjay Chugh Practicing Company Secretary assecretarial auditorS of the Company for the financial year 2018-19 also.

PARTICULARS OF LOANS AND GUARANTEES

The particulars of loans guarantees and investments have been disclosed in the notesto the financial statements.

PARTIULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year under review no material transactions contracts or arrangementsas defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 or which were above the threshold limits mentioned under Rule 15 of the Companies(Meetings of Board & its Powers) Rules 2014 were entered with the related parties bythe Company.

Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 in FormAOC-2 is not applicable and hence not annexed.

For details on related party transactions entered during the year members may refer tothe notes to the standalone financial statement. RISK MANAGEMENT

The Audit Committee in supervision of Board of Directors is responsible foridentifying evaluating and managing all significant risks faced by the Company. Thedetailed statement indicating the development and implementation of risk management policyincluding identification therein of elements of risk has been covered in the managementdiscussion and analysis which forms part of this report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference tofinancial statement including adherence to the Company's policies safeguarding of itsassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures.

The detailed information about internal controls is set out in the ManagementDiscussion & Analysis report which is attached and forms part of this Report.

VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy and has established a vigilmechanism for employees and directors to report their genuine concerns. The Policyprovides for a mechanism to report genuine concerns to Whistle Counselor or the WhistleBlower Committee and in exceptional cases the Chairman of the Audit Committee of theCompany. The functioning of the Vigil mechanism is reviewed by the Audit Committee fromtime to time. None of the Whistle Blowers have been denied access to the Audit Committeeof the Board. The Whistle Blower Policy complies with the requirements of Vigil mechanismas stipulated under Section 177 of the Companies Act 2013. The details of establishmentof the Whistle Blower Policy/ Vigil mechanism have been disclosed on the website of theCompany.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY ANDMATERIAL EVENTS OCCURRED AFTER BALANCE SHEET DATE

Except as disclosed elsewhere in the Annual Report there have been no material changesand commitments/events affecting the financial position of the Company which occurredbetween the end of the financial year to which the financial statements relate and thedate of this report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are given inAnnexure 3 to this Report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Act and Rule 5 (1) Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (Rules) have been appended as Annexure 4 to the thisreport. Details of employee remuneration as required under provisions of Section 197 ofthe Companies Act 2013 and Rule 5(2) and 5(3) of Rules are available at the CorporateOffice of the Company during working hours 21 days before the Annual General Meeting andshall be made available to any shareholder upon request.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a policy against sexual harassment and a formal process for dealingwith complaints of harassment or discrimination. The said policy is in line with SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 andRules made thereunder. The Company through the policy ensures that all such complaintsare resolved within defined timelines. During the year no case was reported.

ACKNOWLEDGEMENT

We thank our shareholders customers vendors investors and bankers for theircontinued support during the year. We place on record our appreciation for thecontribution made by our employees at all levels. Our consistent growth was made possibleby their hard work solidarity cooperation and support.

We also place on record deep appreciation to various statutory authorities Central andState Governments and Government of various countries where we operate for their continuedassistance co-operation and encouragement they have extended to the Company and lookforward to their continued support in future.

For and on behalf of the Board of

Directors LEEL Electricals Limited

Date: August 13 2018

Place: New Delhi

Bharat Raj Punj Managing Director & Chairman of the Meeting

DIN:01432035