You are here » Home » Companies » Company Overview » Metal Coatings (India) Ltd

Metal Coatings (India) Ltd.

BSE: 531810 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE161E01014
BSE 00:00 | 25 Feb 23.95 0
(0.00%)
OPEN

24.25

HIGH

24.25

LOW

23.95

NSE 05:30 | 01 Jan Metal Coatings (India) Ltd
OPEN 24.25
PREVIOUS CLOSE 23.95
VOLUME 1100
52-Week high 32.00
52-Week low 19.95
P/E 7.85
Mkt Cap.(Rs cr) 18
Buy Price 24.25
Buy Qty 5000.00
Sell Price 23.95
Sell Qty 100.00
OPEN 24.25
CLOSE 23.95
VOLUME 1100
52-Week high 32.00
52-Week low 19.95
P/E 7.85
Mkt Cap.(Rs cr) 18
Buy Price 24.25
Buy Qty 5000.00
Sell Price 23.95
Sell Qty 100.00

Metal Coatings (India) Ltd. (METALCOATINGS) - Director Report

Company director report

Dear Members

The Board of Directors of your Company are pleased to present its 25th(Twenty Fifth) Annual Report together with the Audited Financial Statements of yourCompany for the financial year ended 31st March 2019.

FINANCIAL RESULTS

The summarized Financial Performance of your Company for the financial year ended 31stMarch 2019 is summarized as follows:

(Rs. in lacs)
Particulars For the year ended 31st March 2019 For the year ended 31st March 2018
Total Turnover (Gross) 15406.47 11354.63
Operating Profit 521.67 428.42
Depreciation 63.58 69.68
Finance Cost 50.18 46.01
Provision for Tax and Adjustment 100.58 113.44
Profit for the year 307.33 199.29

PERFORMANCE REVIEW AND STATE OF AFFAIRS OF THE COMPANY

The revenue from operations of the company for the year ended 31st March2019 increased to Rs.15406 lacs as compared to Rs. 11355 lacs in the previous year. TheProfit Before Tax stood at Rs. 408 lacs as against Rs. 313 lacs in the previous year.Revenue from Operation grew by more than 35% during the year. Your Company has registeredcommendable increase of more than 30% in Profit before Tax.

DIVIDEND

The Board of Directors of your company at its meeting held on 24th May 2019 hasrecommended a dividend of Re. 0.50 (Fifty Paise Only) per Equity share of face value Rs.10/- (Rupees Ten) each (@ 5%) for the year ended 31st March 2019. The Dividend payment issubject to the approval of the Members at the ensuing 25th Annual General Meeting(hereinafter referred to as "AGM") of the Company scheduled to be held on 24thSeptember 2019 and will be paid within a period of 30 (Thirty) days from the date ofdeclaration of Dividend to those Members whose name appears in the Register of Members ofthe Company as on close of the business hours on 17th September 2019. The Dividend Payoutwill be Rs. 44.16 lacs including Dividend Distribution Tax of Rs. 7.53 lacs.

TRANSFER OF UNCLAIMED / UNPAID DIVIDEND AMOUNTS TO THE INVESTOR EDUCATION ANDPROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act 2013 read with InvestorsEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 as amended from time to time all unpaid or unclaimed dividend are required to betransferred by the Company to the Investor Education and Protection Fund("IEPF") established by the Central Government of India after the completion ofseven years from the date of transfer to Unpaid Dividend Account of the Company. Furtheraccording to Section 124(6) of the Companies Act 2013 and the rules made there in allshares in respect of which dividend has not been paid or claimed for seven consecutiveyears or more shall be transferred by the Company in the name of IEPF.

It may be noted that the unclaimed dividend for the financial year 2011-12 declared onSeptember 28 2012 along with the shares are due to be transferred to the IEPF by November2019. The same can however be claimed by the Members by October 31 2019. The details ofsuch unclaimed dividend to be transferred are available on the Company's Websitewww.mcil.net.

Members who have not encashed the dividend warrant(s) from the financial year endedMarch 31 2012 may forward their claims to the Company's Registrar and Share TransferAgents before these are due to be transferred to the IEPF. The Company had already sentthe notices to all such members in this regard and had also published the same by way ofnewspaper advertisement.

The shares and unclaimed dividend once transferred to the IEPF can however be claimedback by the concerned shareholders from IEPF Authority after complying with the procedureprescribed under the IEPF Rules. The Member/ Claimant is required to make an onlineapplication to the IEPF Authority in Form No. IEPF -5 (available on iepf.gov.in) alongwith requisite fees as decided by the IEPF Authority from time to time.

The following table gives information relating to outstanding dividend amounts and thedates when due for transfer to IEPF:

Financial Year Ended Date of Declaration of Dividend Due to be Transferred to IEPF Fund in
31st March 2012 28.09.2012 November 2019
31st March 2014 23.09.2014 November 2021
31st March 2015 24.08.2015 October 2022
31st March 2016 21.09.2016 November 2023
31st March 2017 22.09.2017 November 2024
31st March 2018 19.09.2018 November 2025

TRANSFER TO RESERVES

No amount has been proposed to be carried to any Reserves. Entire amount of Rs. 272lacs is proposed to be retained in the Surplus.

SHARE CAPITAL

The paid up Equity Share Capital as at March 312019 is Rs. 732.68 lacs comprising of7326800 Equity Shares of Rs. 10 each. There is no change in the issued & subscribedcapital of the Company of the year. Further during FY 2018-19 your Company has neitherissued any shares with differential voting rights nor has granted any stock options orsweat equity. As on March 312019 none of the Directors or Key Managerial Personnel ofthe Company holds instruments convertible into equity shares of the Company.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year to which thefinancial statements relate and the date of the report during the year under review.

CHANGE IN THE NATURE OF BUSINESS

During the year there was no change in the nature of business of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointment and/or Re-Appointment

Your Company's Board is duly constituted which is in compliance with the requirementsof the Act the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015[hereinafter referred to as "SEBI Listing Regulations"] and provisions of theArticles of Association of the Company.

In accordance with the provisions of Section 152 of the Act and the Articles ofAssociation of the Company Mr. Pramod Khandelwal (DIN: 00124082) Managing Director ofthe Company being liable to retire by rotation shall retire at the ensuing AGM and beingeligible offers himself for re-appointment.

The Board of Directors of your Company at its meeting held on 14th November2018 based on the recommendation of Nomination and Remuneration Committee has appointedMr. Santosh Khandelwal as Additional Independent Director of the Company w.e.f 14thNovember 2018 and the said appointment shall be subject to the approval of the members inthe ensuing Annual General Meeting.

Ms. Preeti Khatore resigned from the post of Company Secretary & Compliance Officerand was relieved from the services of the Company from the close of business hours of 11thApril 2019. The Board placed on record the valuable guidance and support received fromher during her tenure. The Board of Directors of the Company at its meeting held on 12thApril 2019 based on the recommendation of Nomination and Remuneration Committee hasappointed Mr. Piyush Jain as the Company Secretary & Compliance Officer of theCompany.

The members of the Company at its meeting held on 19th September 2018 hasapproved the reappointment of Mr. Ramesh Chander Khandelwal (DIN: 00124085) as Whole-timeDirector of the Company and Mr. Pramod Khandelwal (DIN: 00124082) as Managing Director ofthe Company in accordance with the provisions of Sections 196 197 198 203 and otherapplicable provisions of the Companies Act 2013 and the rules made there under read withSchedule - V of the Act (including any statutory modification or re-enactment thereof) fora period of 3 (three) years with effect from 1st October 2018 to 30th September2021 and approved the terms and conditions of their re-appointment and payment ofremuneration.

The members of the Company at its meeting held on 19th September 2018 hasapproved the re-appointment of Mr. Satish Kumar Gupta (DIN:03558083) and Ms. Neha Gupta(DIN:06948920) as Independent Directors of the Company in accordance with the provisionsof Sections 149 152 and other applicable provisions of the Companies Act 2013 and therules made there under read with Schedule - IV of the Act (including any statutorymodification or re-enactment thereof) for a second term of 5 (five) consecutive years. Theappointment of Mr. Satish Kumar Gupta is effective from 1st April 2019 to 31stMarch 2024 and of Ms. Neha Gupta from 13th August 2019 to 12thAugust 2024.

The brief resume and other details as required under the Regulation 36(3) of the SEBI(LODR) Regulations 2015 of the Directors seeking appointment / re-appointment at theensuing AGM are provided in the Notice of the AGM of the Company which forms a part of theAnnual Report.

Cessation

As already reported in last year Mr. Virendra Kumar Hajela Independent Director ofthe Company had resigned from the directorship of the Company w.e.f. 13thAugust 2018. The Board placed on record the valuable guidance and support received fromhim during his tenure.

Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel (hereinafterreferred to as ‘KMP') of the Company in accordance with the provisions of Section2(51) and Section 203 of the Act read with the Rules framed there under.

1. Mr. Ramesh Chander Khandelwal Chairman & Whole-time Director;

2. Mr. Pramod Khandelwal Managing Director;

3. Mr. Ram Awtar Sharma Chief Financial Officer; and

4. Mr. Piyush Jain Company Secretary & Compliance Officer

Statement of Declaration given by Independent Directors

The Company has received necessary declaration of independence from all the IndependentDirectors of the Company under Section 149(7) of the Act that he/she meets the criteriaof Independent Directors envisaged in Section 149(6) of the Act and rules made thereunderand SEBI (LODR) Regulations 2015 and are not disqualified from continuing as IndependentDirectors.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBI(LODR) Regulations 2015. The performance of the board was evaluated by the board afterseeking inputs from all the directors on the basis of criteria such as the boardcomposition and structure effectiveness of board processes information and functioningetc. The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are based on the GuidanceNote on Board Evaluation issued by the Securities and Exchange Board of India on January5 2017.

As required under the provisions of the Act a separate meeting of IndependentDirectors was held during the year. In the meeting performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of Executive Directors and Non-Executive Directors. The Board and theNomination and Remuneration Committee reviewed the performance of individual directors onthe basis of criteria such as the contribution of the individual director to the board andcommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In the board meeting theperformance of the board its committees and individual directors was also discussed.Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

The evaluation of all the Directors and the Board as a whole was found to besatisfactory. The flow of information between the Company management and the Board istimely qualitative and adequate.

DETAILS OF MEETINGS OF BOARD OF DIRECTORS HELD DURING THE YEAR

The notices of Board / Committee meetings are given well in advance to all theDirectors. The Agenda for the Board and Committee Meetings include detailed notes on theitems to be discussed at the meeting to enable the Directors to take an informed decision.All observations recommendations and decisions of the Committees are placed before theBoard for consideration and approval.

4 (Four) Meetings of the Board were held during the financial year 2018-19 viz. 30thMay 2018; 13th August 2018; 14th November 2018; 13th February 2019 and the gap betweentwo meetings did not exceed one hundred and twenty days. The necessary quorum was presentat all the meetings.

The attendance of each Director at the meetings of Board of Directors held during thefinancial year 2018 - 19 are as follows:

Sl. No. Name of Directors Designation No. of Meetings attended
1. Mr. Ramesh Chander Khandelwal Chairman & Whole-Time Director 4
2. Mr. Pramod Khandelwal Managing Director 4
3. Mr. Satish Kumar Gupta Independent Director 4
4. Ms. Neha Gupta Independent Director 3
5. Mr. Virendra Kumar Hajela # Independent Director -
6. Mr. Santosh Khandelwal* Additional Independent Director 1

# Resigned w.e.f. 13th August 2018

* Appointed w.e.f 14th November 2018

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) & 134(5) of the Act yourBoard of Directors' to the best of their knowledge and ability hereby confirm that:

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

(b) the Directors have 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 have 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 for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls for the Company and theseinternal financial controls were adequate and operating effectively;

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

DEPOSITS

During the year under review your Company has not accepted any deposits from thepublic and as such no amount of principal or interest remained unpaid or unclaimed at theend of the financial year 31st March 2019.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loan or guarantee and has not made any investment coveredunder the provisions of Section 186 of the Act in the securities of any other BodiesCorporate during the financial year ended 31st March 2019.

NO DEFAULT

The Company has not defaulted in payment of interest and repayment of loan to any ofthe financial institutions and / or banks during the period under review.

RELATED PARTY TRANSACTIONS

As required under the SEBI (LODR) Regulations 2015 and the Act prior omnibus approvalwas obtained for Related Party Transactions which are of repetitive nature and/or enteredin the ordinary course of business and are at Arm's Length basis in the first meeting ofAudit Committee.

All transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee of the Company for its review.The details of the related party transactions are set out in Note 34 to the FinancialStatements of the Company.

The particulars of contracts entered with related parties are shown in the prescribedform AOC-2 which is enclosed at ‘Annexure - I' The Related Party TransactionsPolicy as approved by the Board is uploaded on the Company's website i.e. www.mcil.net.

STATUTORY AUDITORS AND AUDITOR'S REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules framedthereunder the Company in its 22nd Annual General Meeting has appointed M/s.Vinod Kumar & Associates Chartered Accountants (Firm registration No. 002304N) asthe Statutory Auditor for a second term of 5 (five) consecutive years which is valid till27th Annual General Meeting of the Company. They have confirmed theireligibility for the Financial Year 2019-20 under Section 141 of the Companies Act 2013and the Rules framed thereunder.

The report of the Statutory Auditors on Financial Statements for the year under reviewforms part of the Annual Report and there are no auditor's qualifications in the auditreport for the financial year ended 31st March 2019.

There have been no instances of fraud reported by the Statutory Auditor under Section143(12) of the Companies Act 2013 read with rules framed thereunder either to theCompany or to the Central Government.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesframed thereunder the Company has re-appointed M/s. CPA & Co. a firm of CompanySecretaries in Practice to conduct the Secretarial Audit of the Company for the financialyear 2019-20.

The Secretarial Audit Report for the financial year 2018-19 forms integral part of thisReport as ‘Annexure - II'. There are no qualifications observations oradverse remark or disclaimer in the said report.

COST AUDITORS & COST RECORDS

The Board of Directors of your Company on the basis of provisions of Section 148 ofthe Act read with Companies (Audit and Auditors) Rules 2014 as amended from time to timeand as per the recommendations provided by the Audit Committee has re-appointed Mr.Ramawatar Sunar Cost Accountant (Firm registration No. 100691) as Cost Auditor of yourCompany for conducting the Audit of Cost records of the Company for the financial year2019-20. Company has received written consent from Mr. Ramawatar Sunar Cost Accountant tothe effect that his appointment if made will be in accordance with the applicableprovisions of the Act and rules framed there under.

As per Section 148(3) of the Act the remuneration payable to the Cost Auditorsrequires ratification by Shareholders. An appropriate Resolution to this effect is beingproposed at the ensuing AGM.

As per Section 148(1) of the Act the cost records as specified by the CentralGovernment are being made and maintained by your Company. Your Company has filed the CostAudit Report for the financial year 2017-18 with the Registrar of Companies Ministry ofCorporate Affairs in the XBRL mode during the year under review.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesn't have any subsidiary joint venture or associate Company.

BOARD COMMITTEES

As on 31st March 2019 the Board has 3(Three) committees as per theprovisions of the Act read with rules made thereunder with proper composition of itsmembers. The Board periodically evaluates the performance of all the Committees as awhole. All observations recommendations and decisions of the Committees are placed beforethe Board for consideration and approval.

(a) Audit Committee

The Board of Directors of your company has duly constituted Audit Committee in terms ofthe provisions of Section 177 of the Companies Act 2013 read with the Rules framedthereunder and Regulation 18 of the SEBI (LODR) Regulations 2015. The Audit Committeecomprises of Mr. Satish Kumar Gupta (Non-Executive Independent Director) the Chairman ofthe Committee Ms. Neha Gupta (Non-Executive Independent Director) and Mr. SantoshKhandelwal (Non-Executive Independent Director) as Members of the Committee as on 31stMarch 2019.

The powers role and terms of reference of the Audit Committee covers the areas ascontemplated under Regulation 18 of SEBI (LODR) Regulations 2015 and Section 177 of theAct and such other functions as may be specifically delegated to the Committee by theBoard from time to time. The Board has accepted all recommendations made by the AuditCommittee during the financial year 2018-19.

4 (Four) Audit Committee Meetings were held during the financial year 2018-19. The saidmeetings were held on 30th May 2018; 13th August 2018; 14th November 2018 and 13thFebruary 2019.

The attendance of each Member at the Audit Committee Meetings held during the financialyear 2018-19 is as follows:

Sl. No. Name Designation No. of Meetings attended
1. Mr. Satish Kumar Gupta Chairman 4
2. Ms. Neha Gupta Member 3
3. Mr. Virendra Kumar Hajela # Member -
4. Mr. Santosh Khandelwal* Member 1

# Resigned w.e.f. 13th August 2018

* Appointed w.e.f. 14th November 2018

(b) Nomination and Remuneration Committee

The Committee comprises of Mr. Satish Kumar Gupta (Non-Executive Independent Director)Chairman of the Committee Ms. Neha Gupta (Non-Executive Independent Director) and Mr.Santosh Khandelwal (Non-Executive Independent Director) as members of the Committee as on31st March 2019.

The powers role and terms of reference of the Nomination and Remuneration Committeecovers the areas as contemplated under Regulation 19 of SEBI (LODR) Regulations 2015 andSection 178 of the Act besides other terms as may be referred by the Board of Directors.The Board has accepted all recommendations made by the Nomination and RemunerationCommittee during the year.

2 (Two) meetings of Nomination and Remuneration Committee was held during the year2018-19. The dates on which the meetings were held are 13th August 2018 and 14thNovember 2018.The attendance of each Member at the Nomination and Remuneration CommitteeMeetings held during the financial year 2018-19 are as follows:

Sl. No. Name Designation No. of Meetings attended
1. Mr. Satish Kumar Gupta Chairman 2
2. Ms. Neha Gupta Member 2
3. Mr. Virendra Kumar Hajela # Member -
4. Mr. Santosh Khandelwal* Member -

# Resigned w.e.f. 13th August 2018

* Appointed w.e.f 14th November 2018

(c) Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises of Mr. Satish Kumar Gupta ChairmanMr. Pramod Khandelwal and Mr. Ramesh Chander Khandelwal as members of the Committee. TheCommittee inter-alia reviews issue of duplicate share certificates and oversees andreviews all matters connected with the Company's transfers of securities. It looks intoredressal of shareholders'/investors' complaints related to transfer of sharesnon-receipt of annual report non-receipt of declared dividends and such other functionsas may be specifically delegated to the Committee by the Board from time to time. Therebeing no investor grievances complaint pending the committee reviewed the existingprocedures for attending to complaints as and when they arise.

4 (Four) Stakeholders' Relationship Committee Meetings were held during the financialyear 2018-19. The dates on which the meetings were held are 30th May 2018; 13thAugust 2018; 14th November 2018 and 13th February 2019.

The attendance of each Member at the Stakeholders' Relationship Committee Meetings heldduring the financial year 2018-19 is as follows:

Sl. No. Name Designation No. of Meetings attended
1. Mr. Satish Kumar Gupta Chairman 4
2. Mr. Pramod Khandelwal Member 4
3. Mr. Ramesh Chander Khandelwal Member 4

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption foreign exchange earningsand outgo is annexed as ‘Annexure - III' and forms an integral part of thisreport.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act 2013 are not applicable to the Company.

EXTRACT OF ANNUAL RETURN

As provided under Section 92 of the Companies Act 2013 and rules framed thereunderthe extract of annual return in Form MGT-9 is given in ‘Annexure - IV' whichforms part of this report. In compliance with Section 134(3)(a) of the Act MGT-9 can beaccessed on the website of the Company viz. www.mcil.net .

BOARD POLICIES

(a) Policy of Appointment & Re-appointment

The Company has in place a Nomination and Remuneration policy duly adopted and approvedby the Board. The Nomination and Remuneration Policy of the Company includes the terms andconditions for appointment and payment of remuneration to the Directors and KMP and othersenior management personnel including criteria for determining qualifications positiveattributes independence of a director as per Section 178 and Schedule IV of the Act.There have been no changes in the said policy during the year. The said policy may beaccessed on the website of the Company viz. www.mcil.net.

(b) Vigil Mechanism/Whistle Blower Policy

The Company has formulated a Whistle Blower Policy relating to Vigil Mechanism in termsof Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations 2015 forEmployees and Directors to keep high standards of ethical behaviour and provide safeguardsto whistle blower. The policy safeguards the whistle blowers to report concerns orgrievances and also provides a direct access to the Chairman of the Audit Committee. TheWhistle Blower Policy is available on the website of your Company viz. www.mcil.net.

(c) Risk Management Policy

The Company has developed and implemented the Risk Management Policy and the AuditCommittee of the Board reviews the same periodically. The Risk Management policy may beaccessed on the website of the Company viz. www.mcil.net.

MANAGERIAL REMUNERATION

The information required pursuant to Section 197(12) of the Act read with Rule 5 (1) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company and Directors are furnished hereunder: .

Sl. No. Name Designation % Increase/Decrease of remuneration in 2018-19 as compared to 2017-18 # Ratio of Remuneration to MRE#
1 Mr. Pramod Khandelwal Managing Director 23.95 86.96
2 Mr. Ramesh Chander Khandelwal Chairman and Whole-time director 23.95 86.96
3 Mr. Ram Avtar Sharma Chief Financial Officer 7.62 7.57
4 Ms. Preeti Khatore* Company Secretary 13.33 2.64

MRE : Median Remuneration of Employees.

# : Based on annualised Salary

* Resigned w.e.f 12th April 2019

1. The percentage increase in Median remuneration of employees for the year 2018-19 is16.48%

2. The number of permanent employee on the rolls of the Company as of 31stMarch 2019 is 82.

3. The average percentage increase in salary of the Company's employees excluding theKMP was 0.87% and including KMP was 10.22%. This was based on the recommendation ofNomination and Remuneration Committee to revise the remuneration as per the RemunerationPolicy of the Company.

4. In terms of the provisions of Section 197 of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended from time to time a statement showing the names and otherparticulars of top ten employees of the Company in terms of remuneration drawn set out inthe said rules are provided in ‘Annexure - V' to the Board's Report.

5. It is affirmed that the remuneration is as per the remuneration policy of thecompany.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

During the year under review no significant and material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in future.

INTERNAL FINANCIAL CONTROLS

The Company has aligned its current systems of internal financial control with therequirement of Companies Act 2013. The Internal Control is intended to increasetransparency and accountability in the Company's process of designing and implementing asystem of internal control. Assurance on the effectiveness of internal financial controlis obtained through management reviews control self-assessment continuous monitoring byfunctional experts as well as testing of the internal financial control systems by theinternal auditors and statutory auditors during the course of their audits. The Companybelieves that these systems provide reasonable assurance that Company's internal financialcontrols are designed effectively and are operating as intended.

CREDIT RATING

Acuite has reaffirmed long-term rating of ‘ACUITE BBB' (read as ACUITE BBB) andshort term rating of ‘ACUITE A3+' (read as ACUITE A three plus) on the bankfacilities of the Company. The outlook is ‘Stable'.

CORPORATE GOVERNANCE

The compliance with the Corporate Governance provisions does not apply as the Companyfalls under criteria specified under Regulation 15(2) of SEBI (LODR) Regulations 2015during the year 2018-19.

LISTING ON STOCK EXCHANGES

The equity shares of the Company are listed on Bombay Stock Exchange Limited. TheAnnual Listing fees for the financial year 2019-20 has been duly paid to the said StockExchange.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the SEBI (LODR) Regulations 2015 is presentedin a separate section forming part of the Annual Report.

INDUSTRIAL RELATIONS

During the year under review industrial relations remained harmonious at all ouroffices and establishments.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspenseaccount arising out of public/bonus/ right issues as at 31st March 2019.Hence the particulars relating to aggregate number of shareholders and the outstandingsecurities in suspense account and other related matters are not applicable.

PREVENTION PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has a zero tolerance for any abuse against Women at Workplace. The Companyhas complied with provisions relating to the constitution of Internal Complaints Committeeunder the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

DISCLOSURE UNDER SECRETARIAL STANDARDS

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting of theBoard of Directors' and ‘General Meetings' respectively have been duly followed bythe Company.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support andco-operation received from suppliers investors banks all regulatory and governmentauthorities and all other business associates. The Board places on record its sincereappreciation towards the Company's valued customers for the support and confidence reposedby them in the organization and looks forward to the continuance of this supportiverelationship in the future. Your Directors proudly acknowledge the contribution and hardwork of the employees of the Company at all levels who through their competence hardwork solidarity and commitment have enabled the Company to achieve consistent growth.

For and behalf of the Board of Directors
Sd/-
Place : New Delhi Ramesh Chander Khandelwal
Date : 12th August 2019 Chairman
DIN:00124085

.