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Metal Coatings (India) Ltd.

BSE: 531810 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE161E01014
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NSE 05:30 | 01 Jan Metal Coatings (India) Ltd
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VOLUME 1
52-Week high 33.60
52-Week low 23.25
P/E 5.79
Mkt Cap.(Rs cr) 19
Buy Price 25.00
Buy Qty 1.00
Sell Price 26.00
Sell Qty 899.00
OPEN 26.00
CLOSE 26.00
VOLUME 1
52-Week high 33.60
52-Week low 23.25
P/E 5.79
Mkt Cap.(Rs cr) 19
Buy Price 25.00
Buy Qty 1.00
Sell Price 26.00
Sell Qty 899.00

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

Company director report

Dear Members

The Board of Directors of your Company are pleased to present its 24th(Twenty Fourth) Annual Report together with the

Audited Financial Statements of your Company for the financial year ended 31 stMarch 2018.

FINANCIAL RESULTS

The summarized Financial Performance of your Company for the financial year ended 31stMarch 2018 is summarized as follows:

(Rs. in lacs)
Particulars For the year ended 31st March 2018 For the year ended 31st March 2017
Total Turnover (Gross)

11354.63

10911.37

Operating Profit

428.42

496.91

Depreciation

69.68

73.21

Finance Cost

46.01

128.14

Provision for Tax and Adjustment

113.44

100.40

Profit for the year

199.29

195.16

PERFORMANCE REVIEW AND STATE OF AFFAIRS OF THE COMPANY

The revenue from operations of the company for the year ended 31st March2018 increased to Rs.11354.63 lacs as compared to Rs. 10911.37 lacs in the previousyear. The Profit Before Tax stood at Rs. 312.73 lacs as against Rs. 295.56 lacs in theprevious year. According to the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 [hereinafter referred to as "SEBI (LODR)Regulations 2015"] revenue for the year ended 31st March 2017 wasreported inclusive of excise duty. Goods and Services Tax ("GST") has beenimplemented with effect from 1st July 2017 which replaces Excise Duty andother input taxes. As per Ind AS 18 the revenue for the year ended 31st March2018 is reported net of GST. In view of this accounting impact while the reported Revenuefrom Operation grew by 4% during the year comparable Revenue from Operation grew by morethan 12% during the year. Due to the volatility in the price of raw material the bottomline was under pressure. However your Company has registered a moderate growth around 6%in Profit before Tax.

ADOPTION OF INDIAN ACCOUNTING STANDARDS

In accordance with the notification issued by the Ministry of Corporate Affairs and asper SEBI Circular your Company has adopted the Indian Accounting Standards (hereinafterreferred to as ‘Ind AS') notified under the Section 133 of the

Companies Act 2013 (hereinafter referred to as ‘Act') read with Companies (IndianAccounting Standards) Rules 2015 w.e.f. 1st April 2017 for preparation andpresentation of these Financial Statements. Consequently the Financial Statements of theprevious year has been restated to conform to the provisions of Ind AS.

DIVIDEND

The Board of Directors of your company at its meeting held on 30th May 2018has recommended a dividend of Re. 1 (Rupee One Only) per Equity share of face value Rs.10/- (Rupees Ten) each for the year ended 31st March 2018 to the Members ofthe Company. The Dividend payment is subject to the approval of the Members at the ensuing24th Annual General Meeting (hereinafter referred to as "AGM") of the Companyscheduled to be held on 19th September 2018 and will be paid within a periodof 30 (Thirty) days from the date of declaration of Dividend to those Members whose nameappears in the Register of Members of the Company as on close of the business hours on 12thSeptember 2018. The Dividend Payout will be Rs. 88.48 lacs including DividendDistribution Tax of Rs. 15.21 lacs.

TRANSFER TO RESERVES

No amount has been proposed to be carried to any Reserves. Entire amount of Rs. 172lacs is proposed to be retained in the Surplus.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year to which the financial statements relateand 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 (LODR) Regulations 2015 and provisions of the Articles ofAssociation of the Company.

In accordance with the provisions of Section 152 of the Act and the Articles ofAssociation of the Company Mr. Ramesh Chander Khandelwal (DIN:00124085) Whole-timeDirector of the Company being liable to retire by rotation shall retire at the ensuingAGM and being eligible offers himself for re-appointment.

As already reported last year the Board of Directors of your company at its meetingheld on 15th May 2017 based on the recommendation of Nomination &Remuneration Committee has appointed Ms. Preeti Khatore as Company Secretary &

Compliance Officer of the Company in place of Ms. Rupali Aggarwal who resigned from thepost of Company Secretary & Compliance Officer from the close of business hours of 15thApril 2017.

The Board of Directors of your company at its meeting held on 13th August2018 based on the recommendation of Nomination & Remuneration Committee has approvedthe re-appointment of Mr. Ramesh Chander Khandelwal (DIN: 00124085) as Whole-time Directorof the Company and Mr. Pramod Khandelwal (DIN: 00124082) as Managing Director of theCompany 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 with Schedule - V of the Act(including any statutory modification or re-enactment thereof) and subject to approval ofthe members and such other authorities as may be required for a period of 3 (three) yearswith effect from 1st October 2018 to 30th September 2021 andapproved the terms and conditions of his re-appointment and payment of remuneration.

The Board of Directors of your Company at its meeting held on 13th August2018 based on the recommendation of Nomination & Remuneration Committee has approvedthe 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 statutory modification or re-enactment thereof) andsubject to approval of the members for a second term of 5 (five) consecutive years. Theappointment of Mr. Satish Kumar Gupta shall be effective from 1st April

2019 to 31st March 2024 and of Ms. Neha Gupta from 13th August2019 to 12th August 2024.

Your Company has received declarations from both the Independent Directors of theCompany confirming that they meet the criteria of independence prescribed under the Actand the SEBI (LODR) Regulations 2015. The brief resume and other details as requiredunder the Regulation 36(3) of the SEBI (LODR) Regulations 2015 of the Directors seekingre-appointment at the ensuing AGM are provided in the Notice of the AGM of the Companywhich forms a part of the Annual Report.

Cessation

The Board with deep regret noted about the sad demise of Late Mr. Ayodhya PrasadKhandelwal on 14th January 2018 who has served the Company as a Whole-timeDirector. The Board expresses their deep condolences and record the valuable guidance andsupport rendered by Late Mr. Ayodhya Prasad Khandelwal.

Mr. Virendra Kumar Hajela Independent Director of the Company resigned from thedirectorship of the Company w.e.f. 13th August 2018. The Board placed onrecord the valuable guidance and support received from him 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. Ms. Preeti Khatore Company Secretary & Compliance Officer

Statement of Declaration given by Independent Directors

The Company has received necessary declaration of independence from all 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 Independent

Directors.

BOARD EVALUATION

The evaluation process focused on various aspects of Board and its Committees such ascomposition and structure functioning effectiveness of Board processes information andfunctioning etc.

The evaluation of all the Directors and the Board as a whole was conducted by the Boardand found to be satisfactory. The flow of information between the Company management andthe Board is adequate qualitative and timely. As required under the provisions of theAct a meeting of all Independent Directors was convened and held during the year. In aseparate meeting of Independent Directors performance of Non-Independent Directors theBoard as a whole and the Chairman of the Company was evaluated taking into account theviews of Executive Directors and Non-Executive Directors. The same was discussed in theBoard Meeting including the performance of the Board its Committees and individualdirectors.

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.

6 (Six) Meetings of the Board were held during the financial th May 2017;30th May 2017; 17th Augustyear 2017-

2017; 13th September 2017; 14th December; 2017 and 14thFebruary 2018 . The Company has held at least one meeting in every three months and themaximum time gap between two meetings was not more than four months and the necessaryquorum were present at all the meetings.

The attendance of each Director at the meetings of Board of Directorsheldduringthefinancialyear 2017 - 18 are as follows:

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

*Demise on 14th January 2018 # Resigned w.e.f. 13th August 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) we haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe company for that period; (c) we have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

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

(e) we have laid down internal financial controls for the Company and these internalfinancial controls were adequate and operating effectively; (f) we have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems 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 year i.e. as on 31st March 2018.

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 Bodies Corporate during thefinancial year ended 31st March 2018.

NO DEFAULT

The Company has not defaulted in payment of interest and repayment of loan to any ofthefinancialinstitutions 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 on a quarterly basis for transactions whichare of repetitive nature and/or entered in the ordinary course of business and are atArm's Length basis in the meetings of Audit Committee.

During the year there were no material significant related party transactions made bythe Company with Promoters Directors or KMP which may have potential conflict with theinterest of the Company parties entered by the Company in the normal course of businessare periodically placed before the Audit Committee of the Company for its approval. Thedetails of the related party transactions are set out in Note 37 to the FinancialStatements of the Company. The Related Party Transactions Policy as approved by the Boardis uploaded on the Company's website viz. www.mcil.net.

None of the Directors or the KMP have any pecuniary relationships or transactionsvis--vis the company. No Material Related

Party Transactions i.e. transactions exceeding 10% of the annual consolidated turnoveras per the last audited financial statements were entered during the year by yourCompany. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.

STATUTORY AUDITORS AND AUDITORS' REPORT

M/s. Vinod Kumar & Associates Chartered Accountants (Firm registration No.002304N) were appointed as the Statutory Auditors at the 22nd (Twenty Second)AGM of your Company for a second term of 5 (five) consecutive years which is valid till 27th(Twenty Seventh) AGM of the Company. They have confirmed their eligibility for theFinancial Year 2018-19 under

Section 141 of the Companies Act 2013 and the Rules framed thereunder. The report ofthe Statutory Auditors on Financial

Statements for the year under review forms part of the Annual Report and there are noauditors' qualifications in the audit report for the financial year ended 31stMarch 2018.

In accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by Ministry of Corporate Affairs the requirement to place the matter relating toappointment of Statutory Auditors for ratification by members at every AGM has beenremoved. Accordingly ratification of appointment of Auditors is not required.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of your Company has as per the requirement under Section 204 ofthe Act and rules made there under re-appointed M/s. CPA & Co. Company Secretaries(Firm Registration No. P2013HR039800) to conduct the

Secretarial Audit of the Company for the financial year 2018-19. year 2017-18 formsintegral part of this Report asTheSecretarialAuditReportforthefinancial ‘Annexure– A'. There is no secretarial audit qualification for the year under review.

COST AUDITORS & COST RECORDS

The Board of Directors of your Company has on the basis of provisions of Section 148of the Act read with Companies (Audit and Auditors) Rules 2014 as amended from time totime and as per the recommendations provided by the Audit Committee re-appointed Mr.Ramawatar Sunar Cost Accountant (Firm registration No. 100691) as Cost Auditor of your

Company for conducting the Audit of Cost records of the Company for the financial year2018-19. Your Company has received written consent from Mr. Ramawatar Sunar CostAccountant to the effect that his appointment if made will be in accordance with theapplicable provisions 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 2016-17 with the Registrar of

Companies Ministry of Corporate 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 2018 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 Mr. Virendra Kumar Hajela (Non-Executive Independent Director) and Ms. NehaGupta (Non-Executive Independent Director) as Members of the Committee as on 31stMarch 2018. The powers role and terms of reference of the Audit Committee covers theareas as contemplated under Regulation

18 of SEBI (LODR) Regulations 2015 and Section 177 of the Act and such otherfunctions as may be specifically delegated to the Committee by the Board from time totime. The Board has accepted all recommendations made by the Audit Committee during theyear.

5 (Five) Audit Committee Meetings were held during the financial year 2017-18. Thedates on which the meetings were held are 30th May 2017; 17thAugust 2017; 13th September 2017; 14th December 2017 and 14thFebruary 2018.

The attendance of each Member at the Audit Committee Meetings held during thefinancial year 2017-18 is as follows:

Sl. No. Name Designation No. of Meetings attended
1. Mr. Satish Kumar Gupta Chairman 5
2. Mr. Virendra Kumar Hajela # Member 4
3. Ms. Neha Gupta Member 2

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

(b) Nomination and Remuneration Committee

The Committee comprises of Mr. Virendra Kumar Hajela (Non-Executive IndependentDirector) Chairman of the Committee Mr. Satish Kumar Gupta (Non-Executive IndependentDirector) and Ms. Neha Gupta (Non-Executive Independent Director) as members of theCommittee as on 31st March 2018. The powers role and terms of reference ofthe Nomination and Remuneration Committee covers the areas as contemplated underRegulation 19 of SEBI (LODR) Regulations 2015 and Section 178 of the Act besides otherterms as may be referred by the Board of Directors. The Board has accepted allrecommendations made by the Nomination and Remuneration Committee during the year.

2 (Two) meetings of Nomination and Remuneration Committee were held during the year2017-18. The dates on which the meetings were held are 15th May 2017 and 14thFebruary 2018.The attendance of each Member at the Nomination and Remuneration CommitteeMeetings held during the financial year 2017-18 are as follows:

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

# Resigned w.e.f. 13th August 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 certificates and oversees and reviewsall matters connected with the Company's transfers of securities. It looks into redressalof shareholders'/investors' complaints related to transfer of shares non-receipt ofannual report non-receipt of declared dividends and such other functions as may bespecifically delegated to the Committee by the

Board from time to time. There being no investor grievances complaint pending thecommittee reviewed the existing procedures for attending to complaints as and when theyarise.

4 (Four) Stakeholders' Relationship Committee Meetings were held during the financialwhich the meetings were held are 30th May 2017; 17th August 2017;14th December 2017 and 14th February 2018.

The attendance of each Member at the Stakeholders' Relationship Committee Meetings heldduring the financial year

2017-18 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 -B' and forms an integral part of thisreport.

CORPORATE SOCIAL RESPONSIBILITY

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

EXTRACT OF ANNUAL RETURN

According to the provisions of Section 134(3) and 92(3) of the Act read with Rule 12of Companies (Management and

Administration) Rules 2014 as amended upto date the Extract of Annual Return of theCompany as on the financial year ended 31st March 2018 in Form MGT-9 may 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:

Name Designation % Increase/Decrease of remuneration in 2017-18 as compared to 2016-17 # Ratio of Remunera- tion to MRE#
1 Mr. Pramod Khandelwal Managing Director 23.68 81.72
2 Mr. Ramesh Chander Khandelwal Chairman and Whole-time director 24.50 81.72
3 Mr. Ayodhya Prasad Khandelwal $ Whole-time director 44.17 18.15
4 Mr. Ram Awtar Sharma Chief Financial Officer 3.52 8.19
5 Ms. Rupali Aggarwal * Company Secretary -- 3.43
6 Ms. Preeti Khatore * Company Secretary -- 2.78

MRE : Median Remuneration of Employees # : Based on annualised Salary

$: Mr. A. P. Khandelwal whole-time director of the Company demise on 14th January2018. His remuneration includes retirement benefits.

*: Ms. Rupali Aggarwal resigned from the post of Company Secretary w.e.f. 15thApril 2017 and Ms. Preeti Khatore was appointed as Company Secretary w.e.f. 15thMay 2017.

1. The percentage increase in Median remuneration of employees for the year 2017-18 is8.58%.

2. The number of permanent employee on the rolls of the Company as of 31stMarch 2018 is 84.

3. The average percentage increase in salary of the Company's employees excluding theKMP was 5.32% and including KMP was 23.46%. This was based on the recommendation ofNomination and Remuneration Committee to revise the remuneration as per the RemunerationPolicy of the Company.

4. Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are available at the Registered Office of the Companyduring working hours 21 days before the Annual General Meeting and shall be madeavailable to any shareholder on request. Such details are also available on your Company'swebsite viz. www.mcil.net

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

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 CONTROL SYSTEMS AND THEIR ADEQUACY

The company calibrates its business processes and operations framework to continuouslyimprove efficiencies. These include automated internal business workflow and controls.Your Company's Internal Control System is robust and commensurate with the nature of itsbusiness and the size and complexity of its operations and ensure that all assets aresafeguarded and protected against unauthorized use and that all transactions areauthorized recorded and correctly reported. The internal risks are identified which inturn are allocated to respective designated owners to manage and control the risks. Assetsare adequately insured to mitigate risks against unforeseen events.

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 2015.

LISTING ON STOCK EXCHANGES

The equity shares of the Company are listed on Bombay Stock Exchange Limited. TheAnnual Listing fees for the financial year 2018-19 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.

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 2018. Hence theparticulars relating to aggregate number of shareholders and the outstanding securities insuspense 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. As requiredby the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal)Act 2013 the Company has formulated and implemented a policy on prevention of sexualharassment at the workplace with a mechanism of lodging complaints. During the year underreview no complaints were reported to the Board.

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 on behalf of the Board of Directors
Sd/-
Ramesh Chander Khandelwal
Place: New Delhi Chairman
Date : 13th August 2018 DIN: 00124085