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Modern Insulators Ltd.

BSE: 515008 Sector: Engineering
NSE: MODINSULAT ISIN Code: N.A.
BSE 05:30 | 01 Jan Modern Insulators Ltd
NSE 05:30 | 01 Jan Modern Insulators Ltd

Modern Insulators Ltd. (MODINSULAT) - Director Report

Company director report

DIRECTORS REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

The Members

Your Directors are pleased to present the 33rd Annual Report on the business andoperations of the Company alongwith the Audited Financial Statements for the year ended31st March 2018.

FINANCIAL PERFORMANCE

(Rs. in Crores)

Particulars Year ended 31.03.2018 Year ended 31.03.2017
Revenue from Operations 403.19 386.14
(Net of excise duty)
Other Income 7.05 3.67
Total revenue 410.24 389.81
Profit before finance cost and 39.61 39.46
depreciation
Finance cost 11.77 12.34
Depreciation 10.01 9.64
Profit before exceptional items & tax 17.83 17.48
Exceptional Items 5.03
Profit before tax 17.83 22.51
Tax expense 1.20 7.15
Profit after tax 16.63 15.36
Other comprehensive income 0.22 (0.67)
(Net of tax)
Total comphrehensive income 16.85 14.69
Retained earnings at the beginning 152.30 137.61
of the year
Retained earning at the end of the year 169.15 152.30

The financial statements have been prepared in accordance with Ind AS notified underthe Companies (Indian Accounting Standards) Rules 2015 as amended by the Companies(Indian Accounting Standards) (Amendment) Rules 2016 the relevant provisions of theCompanies Act 2013 ('the Act') and guidelines issued by the Securities and ExchangeBoard of India ('SEBI'). The date of transition to Ind AS is 1st April 2016.

OPERATIONS

During the year under review the performance of the Company has been satisfactorylooking to the overall global scenario of the Industry. During the year despitechallenging environment; the company has registered a growth of 4.42%. The revenue fromoperations (net of excise duty) for the year has been Rs. 403.19 crores as against Rs.386.14 crores and profit before finance cost and depreciation of Rs. 39.61 crores asagainst Rs. 39.46 corres of previous year.

During the year under review no amount from the profit is transferred to GeneralReserve.

Keeping in view the need to conserve the Company's resources for meeting the enhancedworking capital and further business requirement your directors deemed it prudent not torecommend any dividend for the year.

Insulators Division

During the year under review the division has achieved revenue from operations (net ofexcise duty) of Rs. 359.66 crores as against Rs. 342.31 crores and profit before financecost & depreciation of Rs. 47.05 crores as against Rs. 47.72 crores of previous year.

Terry Towels Division

Revenue from operations (net of excise duty) of this division has been Rs. 43.53 croresas against Rs. 43.83 crores and loss before interest & depreciation has been Rs. 7.44crores as against 8.26 crores of previous year. Lower profitability is mainly due to lowcapacity utilization because of shortage of working capital etc.

EXPORTS

The company is one of the major exporters of H.T. Porcelain Insulators from India. TheCompany has achieved export turnover of Rs. 92 crores during the year as compared to Rs.101 coroes in previous year. The export has been impacted mainly because of stiffcompetition from China and slowdown of global economy. However during the year companyhas been able to sustain exports at satisfactory level because of good quality and timelydelivery. In addition we also tapped & revived potential customers especially fromEurope USA Turkey and Russia. Your company has concluded yearly contract with Siemens tocater their worldwide requirement for units in Germany Brazil and Mexico. In order toincrease exports the company is developing products which can fetch higher prices andmargins entering new markets where investements in transmissions and distributionprojects are on rise and seeking approval from various utilities to improve acceptanceworld wide. This would help the company to strengthen the ability to cater the diverseneeds of global customers and strengthen its presence in all corners of global market. Thecompany is also continuously focusing on economize the manufacturing by way of R&Dactivities better process control and getting optimum utilization of its productiveresources so that products of the insulator division remain competitive in terms ofquality and price in the international market. These steps will help export turnover toincrease substantially in future.

Your company is a regular supplier to all the major multinational OEMs for their worldwide requirements of quality Porcelain Insulators.

ANALYSIS AND REVIEW

Your Company continues to be a leader in the manufacture of Extra High VoltageInsulators in the country. Despite stiff competition buyers show interest in thecompany's product for its quality & timely delivery and hence your directors areconfident of achieving better working results in the coming years. Your Company is havingwell equipped R & D laboratory recognized by Govt. of India Ministry of Science &Technology which takes care of the stringent quality requirements of customers and ensuresquality and reliability in each and every product manufactured. In-house R&Dactivities have a thrust on qualitative development to replace expensive input rawmaterial & to bring consistency in quality of the products under manufacture. Thefuture of the Insulator industry looks promising as insulator demand is expected toimprove in medium term with Central Electrical authority targeting to upgrade thedistribution lines and adding new substations. Railway electrification in the country isin full swing which shall further boost demand of railway insulators. We are putting ourefforts to promote LRI to all potential SEBs and increase our share in domestic market.

Your company has established fully equipped SGI and Aluminium foundries to cater demandfrom various segments apart from fulfilling company's major captive requirement of SGI andaluminium castings in time. This will give further boost to the revenue of the Company incoming years.

Industry Overview

The power generation transmission and distribution sector is the key growth driver forthe Insulators industry. The Government of India is putting emphasis on power sectorreforms to overcome impediments; it will however take some time before on-ground demandimprovement is visible. Over the past few years demand in domestic insulators market hasbeen sluggish primarily due to poor financial health of state utilities which hasimpacted new projects and delay in the execution of on-going projects.

The Indian Textile Industry is one of the leading textile industries in the world. Itis one of the key sectors of India's manufacturing segment as it contributes significantlyto the economy in terms of employment generation and foreign exchange revenue. Theindustry is taking all steps to promote textile exports which is the need of the hour.Costs are increasing due to rising input costs including labour and power. Focus on newproduct development and value added products is continuing in this segment.

Opportunities & Challenges

Your Company is engaged in the manufacturing of High Quality Solid core post insulatorsfor Disconnectors and sub-station requirements Hollow insulators for Circuit BreakersLightning Arrestors and Instruments Transformers CT CVT & PT Long rod Insulatorsfor Overhead

Transmission Lines Railway Insulators line Post Insulators for Distribution Segment.Your Company makes sustainable efforts to provide varieties of Insulators to the wholeworld and in the process nurtures long-term relations with customers.

The market share of China in the international trade has been steadily increasing inrecent years. Additionally increased acceptance of alternate technologies has furtherimpacted the domestic insulators industry. The future for the Indian textile industrylooks promising buoyed by strong domestic consumption. India has the potential to doubleits market size in the long run as China is losing its competitive advantage in textilesmainly on account of increasing labour & power costs and focus on the domestic marketwith high value products. The shift from China to India is expected to happen in the longrun to make India a dependable source of supply for the World. However there are severalchallenges ahead for the Textile industry for enhancing its competitive strength andglobal positioning in terms of inflexible labour laws poor infrastructure competitionfrom low cost neighbouring countries which will have to be addressed to sustain the growthmomentum of the industry.

Risks & Challenges

The current economic environment in combination with significant growth ambitions ofthe Company carries with it an evolving set of risks. Your Company recognizes that theserisks need to be managed to protect customers employees shareholders and otherstakeholders to achieve our business objectives. In line with this your Company has putin place a detailed Risk Management Policy which identifies the various types of risks atall levels of the Company. Early risk identification along with appropriate measures hasenabled the Company to mitigate all threats which may arise from time to time. Also thepossibility of occurrence of the risk event and the magnitude of their consequences on theorganization is determined and used to prioritize risk management.

Outlook

Government initiatives are expected to catalyse demand improvement in near future. WithGovernment's focus on 'Power for All' by 2019 the medium to long term fundamentals lookencouraging. The company is alert and in touch with the ground realities of the changingbusiness environment and is confident of increasing the Indian share in the world market.

As market opportunities are shifting towards developing countries i.e. Asia Africa& South America the compnay is exploring these markets to enhance the exportbusiness.

The overall business outlook for the company is promising with improvement in overalleconomic environment. The company continues to examine the possibilities of expansion andshall make the necessary investments when attractive opportunities arise.

DEMERGER OF YARN DIVISION OF THE COMPANY

During the year the Scheme of arrangement between Modern Insulators Limited("Demerged Company" or "MIL") and Modern Polytex Limited("Resulting Company" or "MPL") and their respective shareholders andcreditors under sections 391 and 394 of the Companies Act 1956 (Presently sections 230 to232 of the Companies Act 2013) for demerger of the Yarn division of the Company into MPLwas approved by the Hon'ble National Company Law Tribunal Principal Bench at New Delhivide its order dated December 12 2017 and scheme of arrangement has been made effectivefrom appointed date as provided in the scheme i.e. 01.04.2011. Hence balance sheet of 1stApril 2016 has been prepared as if the demerger was effective from that date.

Pursuant to the Scheme yarn division of MIL has been transferred to and vested in MPLwho shall issue one equity shares of MPL for every two equity shares to the shareholdersof MIL i.e. 10871750 equity equity shares of Rs. 10 each as fully paid up. Your Companyand MPL are in the process of completing the formalities relating to allotment of sharesof MPL to the eligible shareholders and listing the same.

STRATEGIC INITIATIVES

In June 2016 the Board of Directors of your Company approved the merger/ amalgamationof Modern Denim Limited with the Company under the ambit of Board for Industrial &Financial Reconstruction (BIFR). Modern Denim

Limited was a sick Company and the same was registered with BIFR under the provision ofSick Industrial Companies (Special Provisions) Act 1985 (SICA). However SICA stoodrepealed and BIFR stand dissolved in terms of Sick Industrial Companies (SpecialProvisions) Repeal Act 2003. In view of repeal of SICA the Company is in process offiling reference to NCLT under the provisions of section 230-232 of the Comapnies Act2013 for its revival. The consolidation of two companies will facilitate savings in theadministrative cost and also beneficial in terms of saving of Income Tax under theprovisions of Section 72A of the Income Tax Act 1961.

SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary Joint Ventures & Associate Companiesduring the year.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2018 stood at Rs. 47.14 crore. Duringthe year under review the Company has not issued shares with differential voting rightsnor has granted any stock options or sweat equity. As on March 31 2018 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.

PARTICULAR OF LOANS GUARANTEES AND INVESTMENT

Pursuant to the provisions of Section 186 of the Companies Act 2013 and schedule V ofSEBI (LODR) Regulations 2015 disclosures on particulars relating to loans advances andinvestments are provided as part of the financial statements. There are no guaranteesissued or securities provided by your Company in terms of Section 186 of the Act readwith the rules issued thereunder.

DEPOSITS

During the year under review your Company has not accepted or renewed any Depositwithin the meaning of Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount of principal or interest was outstanding ason the date of the Balance Sheet. Hence the requirement of furnishing details of depositswhich are not in compliance with Chapter V of the Act is not applicable..

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties were reviewed and approved by the Audit Committeeand are in accordance with the Policy on Related Party Transactions formulated by theCompany.

There were no materially significant related party transactions that may have potentialconflict with interest of the Company at large.

The details of contracts and arrangement with related parties for the financial yearended 31st March 2018 are given in Note No. 39 to the Financial Statements forming partof this Annual Report.

Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out in the Annexure 'A' to the Report.

The Policy on Related Party Transactions as approved by the Board is available onyour Company's website www.moderninsulators.com.

CORPORATE GOVERNANCE

Your Directors are committed to best practices of Corporate Governance. CorporateGovernance principles form an integral part of the core values of your Company. In termsof Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate report onCorporate Governance along with a certificate from the Practicing Company Secretaries onits compliance forms an integral part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Subject to the approval of the shareholders the Board has on the recommendation ofthe Nomination and Remuneration Committee appointed Shri Shreyans Ranka (DIN: 06470710)as an Additional Director under the category Whole Time Director of the Company w.e.f. 1stApril 2018. As an Additional Director Shri Shreyans Ranka holds office upto the date ofthe ensuing AGM and is eligible to be appointed as a Director of the Company. The Companyhas received a notice from Shri Shreyans Ranka along with the requisite depositsignifying his candidature for appointment as a Whole Time Director at the ensuing AGM.The resolution seeking the appointment of Shri Shreyans Ranka as Whole Time Directorw.e.f. 1st April 2018 has been included in the Notice of the AGM. Your Directorsrecommend the resolution for your approval.

During the year Shri D.B. Deshpande (DIN: 06463412) Executive Director of the Companywhose term expires on 31st March 2018 has been reappointed by the Board of Directors fora period of one year from 01.04.2018 with remuneration. The resolution seeking there-appointment of Shri D.B. Deshpande as Executive Director w.e.f. 1st April 2018 hasbeen included in the Notice of the AGM. Your Directors recommend the resolution for yourapproval.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Shri T.C. Chejara (DIN: 00352410) Non-ExecutiveDirector of the Company will retire by rotation at the ensuing AGM and being eligiblehave offered himself for re-appointment. Resolutions seeking their appointment have beenincluded in the Notice of the AGM. Your Directors recommend the Resolutions for yourapproval.

In terms of the provisions of Sections 2(51) and 203 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Shri SachinRanka Chairman & Managing Director Shri D.B. Deshpande Executive Director ShriShreyans Ranka Whole Time Director Shri D.S. Singhvi Chief Financial Officer and ShriGaurav Goyal Company Secretary are the Key Managerial Personnel (KMP) of the Company. Theappointment and remuneration of Directors and KMPs are as per policy of the Company.

The Company has received declarations from all the Independent directors of the Companythat they meet the criteria of independence as laid down under section 149(6) of theCompanies Act 2013 and the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a structured criteria and framework adopted bythe Board after taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.

The performance evaluation of the Independent Directors was completed during the yearunder review. The performance evaluation of the Chairman and the Non-Independent Directorswas carried out by the Independent Directors and Non-Executive Directors. The Board ofDirectors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR DIRECTROS

At the time of appointing a Director a formal letter of appointment is given whichinter alia explains the role function duties and responsibilities expected to perform asa Director of the Company. The Director is also explained in detail the compliancerequired from him under Companies Act 2013 the Listing Regulations and other variousstatutes and an affirmation is obtained. The Chairman and Managing Director also has a oneto one discussion with the newly appointed Director to familiarize him with the Company'soperations. Further on an ongoing basis presentations are regularly made to theIndependent Directors on various matters inter-alia covering the Company's businesses andoperations industry and regulatory updates strategy finance risk management frameworkrole rights responsibilities of the Independent Directors under various statutes andother relevant matters.

The details of the programme for familiarisation of the Independent Directors of yourCompany are available on the Company's website www.moderninsulators.com.

MEETING OF THE BOARD

During the year 2017-18 four Board Meetings were held on 29th May 2017 14thSeptember 2017 14th December 2017 and 14th February 2018. Further details on the BoardMeetings are provided in the Corporate Governance Report forming part of this AnnualReport.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition number of meetings held andattendance at the meetings are provided in the Corporate Governance Report.

DIRECTORS RESPONSIBILITIY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) under the historical cost convention on accrual basis except for certainfinancial instruments which are measured at fair value the provisions of the Act (to theextent notified) and guidelines issued by SEBI. The Ind AS are prescribed under section133 of the Companies Act 2013 ('the Act') read with rule 3 of the Companies (IndianAccounting Standards) Rules 2015 and Companies (Indian Accounting Standard) AmendmentRules 2016. Effective 1st April 2017 the Company has adopted all the Ind AS standardsand the adoption was carried out in accordance with applicable transition guidance.

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) read with section 134 (5) of the Companies Act 2013:

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

(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

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

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

At the Annual General Meeting held on September 27 2017 R. B. Verma & AssociatesChartered Accountants Jaipur (ICAI Firm Registration No. 012650C) were appointed asStatutory Auditors of the Company to hold office till the conclusion of the 37th AnnualGeneral Meeting to be held in the calendar year 2022.

The observations made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s ATCS & Associates Company Secretaries Jaipur to conduct thesecretarial audit for the financial year 2017-18. The Secretarial Audit Report issued byM/s ATCS & Associates Company Secretaries for the financial year 2017-18 forms partof this Report and is set out in Annexure 'B' to this Report. The observations inSecretarial Audit Report which pertains mainly listing agreement requirements stockexchange compliances etc. It is clarified that the company has started all the compliancesrelated to stock exchange and are in process of revocation of its suspension from theBombay Stock Exchange.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Board at its meetingheld on 29th May 2018 has appointed M/s Rajesh & Company Cost Accountants Jaipur(Firm Registration No. 000031) as the Cost Auditors to conduct the audit of the costrecords of the Company for the financial year 2018-19. As required under the CompaniesAct 2013 a resolution seeking Members approval for remuneration payable to the CostAuditors forms part of the Notice convening Annual General Meeting for ratification.

Internal Auditors

M/s S. Garg & Co. Chartered Accountants are the Internal Auditors of the Company.Internal Audit Report their significant findings and follow up actions taken by themanagement is reviewed by the Audit Committee on a quarterly basis.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company as on 31st March 2018 in Form MGT - 9in accordance with Section 92 (3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 are set out in the Annexure 'C' to thisreport.

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy have been posted on the website of the Company viz.www.moderninsulators.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism for reporting of concerns through theWhistle Blower Policy of the Company which is in compliance of the provisions of Section177 of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014 and SEBI (LODR) Regulations 2015. The Policy provides for framework andprocess whereby concerns can be raised by its employees against any kind ofdiscrimination harassment victimisation or any other unfair practice being adoptedagainst them. Adequate safeguards are provided against victimisation to those who avail ofthe mechanism and access to the Chairman of the Audit Committee in exceptional cases isprovided to them. The details of the Vigil Mechanism are also provided in the CorporateGovernance Report and the Whistle Blower Policy has been uploaded on the website of theCompany www.moderninsulators.com.

RISK MANAGEMENT

Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. TheCompany has framed and implemented a Risk Management Policy to identify the variousbusiness risks. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The riskmanagement policy defines the risk management approach across the enterprise at variouslevels including documentation and reporting.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control framework is designed to ensure proper safeguarding of assetsmaintaining proper accounting records and providing reliable financial information andother data. This system is supplemented by internal audit reviews by the management anddocumented policies guidelines and procedures. The Company has a well-definedorganization structure authority levels internal rules and guidelines for conducting thebusiness transactions. The Company intends to undertake further measures as necessary inline with its intent to adhere to procedures guidelines and regulations as applicable ina transparent manner.

An external independent firm carries out the internal audit of the Company operationsand reports its findings to the Audit Committee. Internal Audit also evaluates thefunctioning and quality of internal controls and provides assurance of its adequacy andeffectiveness through periodic reporting. Internal Audit is carried out as per risk basedinternal audit plan which is reviewed by the Audit Committee of the Company. The Committeeperiodically reviews the findings and suggestions for improvement and is apprised on theimplementation status in respect of the actionable items.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors of yourCompany has constituted a Corporate Social Responsibility (CSR) Committee which ischaired by Shri Sachin Ranka. The Committee has formulated and recommended to the Board aCorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company which has been approved by the Board and the same is availableon the Company's website www.moderninsulators.com.

The Company is a caring corporate citizen and lays significant emphasis on developmentof the host communities around which it operates. The Company with this intent hasidentified several projects relating to Social Empowerment and Welfare EnvironmentSustainability Health Care and Education during the year and initiated variousactivities in and around its plant location. The work on several initiatives has picked upmomentum during the year resulting in a spend of Rs. 38.32 Lacs. The Annual Report on CSRactivities is given in Annexure 'D' to this Report.

PARTICULAR OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the names and other particulars of employees drawing remuneration in excess of thelimits set off in the aforesaid Rules including any statutory modification(s) orre-enactment(s) thereof for the time being in force are to be set out in the Board'sReport as an annexure thereto. In line with the provisions of Section 136(1) of the Actthe Report and Accounts as set out therein are being sent to all Members of your Companyexcluding the aforesaid information about the employees. Any Member who is interested inobtaining these particulars about employees may write to the Company Secretary at theRegistered Office of your Company. The aforesaid addendum is also available for inspectionby the members at the Registered Office of the Company from 21 days before the AGM tillthe date of the ensuing AGM during business hours on working days. Disclosures pertainingto remuneration and other details as required under Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given in Annexure 'E' to this Report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of managers. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff.

The Company is committed to nurturing enhancing and retaining its top talent throughsuperior learning and organizational development. This is a part of our Corporate HRfunction and is a critical pillar to support the organization's growth and itssustainability in the long run.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to the conservation of energy technology absorption and foreignexchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read withthe Companies (Accounts) Rules 2014 is given in Annexure 'F' to this Report.

MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this Report no material changes and commitmentswhich could affect the Company's financial position have occurred between the end of thefinancial year of the Company and the date of this Report.

LISTING OF SHARES

The shares of the Company are listed at BSE Limited but trading of the shares issuspended. The Company has filed an application to BSE for Revocation of suspension oftrading in equity shares of the Company and the same is under consideration.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating"Meetings of the Board of Directors' and General Meetings' respectively has beenduly followed by the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend voting orotherwise;

• Issue of shares (including sweat equity shares) to employees of the Companyunder any Scheme;

• No significant or material orders were passed by the Regulators or Courts

or Tribunals which impact the going concern status and the Company's operations in thefuture; and

• No cases or complaints were received pursuant to the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGMENT

Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments and allregulatory bodies for their co-operation and support and look forward to their continuedsupport in future.

We very warmly thank all of our employees for their contribution to your Company'sperformance. We applaud them for their superior levels of competence dedication andcommitment to your Company.

For and on behalf of the Board of Directors
Sachin Ranka
Place : Abu Road Chairman & Managing Director
Date : 29th May 2018 DIN: 00335534