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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

The Members

Your Directors are pleased to present the 32nd Annual Report of the Company togetherwith the Audited Financial Statements for the financial year ended 31st March 2017.

FINANCIAL PERFORMANCE
(` in Crores)
Particulars Year ended Year ended
31.03.2017 31.03.2016
Net Sales and Other Income 520.02 467.51
Profit before exceptional items & tax 21.93 27.07
Add : Exceptional Items 5.03 4.56
Profit before tax 26.96 31.63
Less : Tax expense (Deferred tax) (2.92) 2.42
Profit for the year after tax 29.88 29.21
Balance Brought forward from 243.03 213.82
previous year
Less : Impact of Amalgamation (Net) 59.13
Balance carried to Balance sheet 213.78 243.03

Note : Pursuant to the scheme of amalgamation of Modern Terry Towels Limited with theCompany approved by Hon ble BIFR under the provision of Sick Industrial Companies (SpecialProvisions) Act 1985 the financial results of the year ended March 31 2017 are notcomparable with the year ended March 31 2016.

OPERATIONS

The overall performance of the Company has been satisfactory. Various factors havecontributed for satisfactory performance of your Company inter alia includes balancing ofplant and machinery continuous efforts for production of value added insulators anddiversification. The net turnover for the year has been ` 514.17 crores and profit beforeinterest & depreciation ` 44.24 crores.

During the year under review no amount from the profit was transferred to GeneralReserve. Keeping in view the need to conserve the Company s resources for meeting theenhanced working capital requirement and balancing the manufacturing equipments yourdirectors deemed it prudent not to recommend any dividend for the year.

Insulators Division

During the financial year 2017 despite challenging business environment the divisionhas registered a growth of 6.14%. The net turnover for the year has been ` 342.25 croresas against ` 322.47 crores and profit before interest & depreciation of ` 46.70 croresas against ` 41.42 crores of previous year.

Yarn Division

The turnover of the division has been ` 128.10 crores as against ` 138.54 crores inprevious year and profit before interest & depreciation has been` 5.82 crores asagainst ` 6.68 crores in previous year. Turnover and profitability has been marginallylower due to competitive market conditions.

Terry Towels Division

During the year Modern Terry Towels Limited has been merged with the Company and hasbecome division of the Company. The turnover of this division has been ` 43.82 crores andloss before interest & depreciation has been ` 8.28 crores. It is mainly due to lowcapacity utilization and shortage of working capital. However post merger the company isexpecting to achieve constant growth of the division and increase in capacity utilizationand profitability.

EXPORTS

The Company is one of the major exporters of H.T. Porcelain Insulators from India. TheCompany has achieved export turnover of ` 101.14 crores during the year under review ascompared to ` 84.00 crores in previous year showing an impressive growth of 20%. Inspiteof stiff competition from China and slowdown of global economy export has increasedbecause of sustained quality and by tapping & revival of potential customers. Inaddition the company possesses the ability to cater to the diverse needs of globalcustomers and is concentrating to strengthen its presence in all corners of global market.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 your companys product for its quality & timely delivery and hence your directors are confident ofachieving better working results in the coming years. Your Company is having well equippedR & D laboratory recognized by Govt. of India Ministry of Science & Technologywhich takes care of the stringent quality requirements of customers and ensures qualityand reliability in each and every product manufactured. In-house R&D activities have athrust on qualitative development to replace expensive input raw material & to bringconsistency in quality of the products under manufacture. The future of the Insulatorindustry looks promising due to major thrust on power sector reforms and speedyimplementation of new power projects. Major Railway electrical projects as well asdedicated freight corridor project will increase demand for Railway Insulators. We areputting our efforts to promote Long Rod Insulators to all potential SEB s and increase ourshare in domestic market. Your company has established fully equipped SGI and Aluminiumfoundry to cater demand from various segments apart from fulfilling company s majorcaptive requirement of SGI and aluminium castings in time. This will give further boost tothe revenue of the Company in coming 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 in overcoming 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 Long rod Insulators for OverheadTransmission 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. Your company hasalso invested in plant and machinery and equipments for making investment to increase theproduction capacity of finished products to grab the opportunity in the emerging globalmarkets.

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 industry looks promising due to strong domesticconsumption. India has the potential to double its market size in the long run as China islosing its competitive advantage in textiles mainly on account of increasing labour &power costs and focus on the domestic market with high value products. The shift fromChina to India is expected to happen in the long run to make India a dependable source ofsupply for the World. However there are several challenges ahead for the Textile industryfor enhancing its competitive strength and global positioning in terms of inflexiblelabour laws poor infrastructure competition from low cost neighbouring countries whichwill have to be addressed to sustain the growth momentum 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.

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.

AMALGAMATION OF MODERN TERRY TOWELS LIMITED WITH THE COMPANY

During the year Hon ble Board for Industrial & Financial Reconstruction (BIFR) hassanctioned the scheme of amalgamation of Modern Terry Towels Limited (MTTL) with yourCompany with effect from 01.01.2008 (the Appointed Date) under the provisions of SickIndustrial Companies (Special Provisions) Act 1985. The Scheme has been made effective on15th September 2016. The merger results in consolidation of two companies whichfacilitate savings in the administrative cost and also beneficial in terms of saving ofIncome Tax under the provisions of Section 72A of the Income Tax Act 1961.

DEMERGER OF YARN DIVISION OF THE COMPANY

As reported earlier a scheme of Demerger under section 391 to 394 of the CompaniesAct 1956 was pending before the High Court of Rajasthan at Jaipur to demerge the YarnDivision of the Company. However the Ministry of Corporate Affairs has notified theprovisions related to National Company Law Tribunal (NCLT) and therefore the proceedingspending before Rajasthan High Court have been transferred to NCLT which is underconsideration before Hon ble NCLT New Delhi. The demerger would result in benefit to theshareholders creditors employees and general public.

SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review the Company has sold its Investments in SubsidiaryCompany i.e. M/s Motile Power Trade Private Limited and therefore ceased to be asubsidiary of the Company. Hence the company has not prepared the Consolidated FinancialStatement.

The Company does not have any Joint Ventures & Associate Companies during the year.

SHARE CAPITAL

During the year under review the Company has allotted 25400400 Equity Shares of theCompany to the eligible shareholders of erstwhile Modern Terry Towels Limited pursuant tothe scheme of Amalgamation approved by Hon ble BIFR. Consequently the paid up equityshare capital of the Company stood at ` 47.14 crores.

PARTICULAR OF LOANS GUARANTEES AND INVESTMENT

Pursuant to the provisions of Section 186(4) of the Act and SEBI (LODR) disclosures onparticulars relating to loans advances and investments are provided as part of theFinancial Statements. There are no guarantees issued or securities provided by yourCompany in terms of Section 186 of the Act read with the Companies (Meetings of Board andits Powers) Rules 2014.

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. Hence the requirement of furnishing details of deposits which arenot in compliance with Chapter V of the Act is not applicable.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review all contracts/ arrangements/ transactionsentered into by your Company with Related Parties were on arm s-length basis and in theordinary course of business. There were no transactions with Related Parties whichqualify as material transaction under the SEBI (LODR). Since all thecontracts/arrangements/transactions with Related Parties during the year under reviewwere in the ordinary course of business and at arm s-length and were not consideredmaterial disclosure in Form AOC-2 under Section 134(3)(h) of the Act read with theCompanies (Accounts of Companies) Rules 2014 is not applicable. The details of contractsand arrangement with Related Parties of your Company for the financial year ended 31stMarch 2017 are given in Note No. 33 to the Financial Statements forming part of thisAnnual Report. The Policy on Related Party Transactions as approved by the Board isavailable on your 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) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on Corporate Governancealong with a certificate from the Practicing Company Secretaries on its compliance formsan integral part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the Board accepted the request of Shri H.L. Sharma for anearly retirement from the office of the Whole-Time Director with effect from 30thSeptember 2016. The Board placed on record its deep appreciation for the valuablecontribution and services rendered by Shri H.L. Sharma during his association spanningover three decades with the Group.

Subject to the approval of the shareholders the Board has on the recommendation ofthe Nomination and Remuneration Committee appointed Shri T.C. Chejara (DIN: 07619881) asan Additional Director under the category Non-Executive Non- Independent Director of theCompany w.e.f. 1st October 2016. As an Additional Director Shri T.C.

Chejara holds office upto the date of the ensuing AGM and is eligible to be appointedas a Director of the Company. The Company has received a notice from Shri T.C. Chejaraalong with the requisite deposit signifying his candidature for appointment as a Directorat the ensuing AGM. The resolution seeking the appointment of Shri T.C. Chejara asDirector w.e.f. 1st October 2016 have been included in the Notice of the AGM. YourDirectors recommend the resolution for your approval.

During the year Shri Sachin Ranka (DIN: 00335534) Chairman & Managing Director ofthe Company whose term expires on 31st March 2017 has been reappointed by theBoard of Directors for a period of five years from 1st April 2017 with remuneration. Theresolution seeking the re-appointment of Shri Sachin Ranka as Chairman & ManagingDirector w.e.f. 1st April 2017 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 2017 has been reappointed by the Board of Directors fora period of one year from 01.04.2017 with remuneration. The resolution seeking there-appointment of Shri D.B. Deshpande as Executive Director w.e.f. 1st April 2017 hasbeen included in the Notice of the AGM. Your Directors recommend the resolution for yourapproval.

In compliance with the provisions of Section 149 and other applicable provisions ofCompanies Act 2013 and in terms of SEBI (LODR) Regulations 2015 Smt. Meenu SachetiDirector of the Company is proposed to be appointed as an Independent Director of theCompany for a period of five year w.e.f. 1st January 2017. Smt. Meenu Sacheti fulfils theconditions specified in the Companies Act 2013 and rules made thereunder for herappointment as an Independent Director of the Company. The resolution seeking theappointment of Smt. Meenu Sacheti as an Independent Director w.e.f. 1st January 2017 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 D.B. Deshpande (DIN: 06463412) 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 ShriD.S. Singhvi Chief Financial Officer and Shri Gaurav Goyal Company Secretary are the KeyManagerial Personnel (KMP) of the Company. The appointment and remuneration of Directorsand 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 (LODR) and in terms ofthe Framework of the Board Performance Evaluation the Nomination and RemunerationCommittee and the Board have carried out an annual performance evaluation of its ownperformance the performance of various Committees of the Board individual Directors andthe Chairman. The manner in which the evaluation has been carried out has been set out inthe Corporate Governance Report which forms part of this Report. The details of theprogramme for familiarisation of the Independent Directors of your Company are availableon the Company s website www.moderninsulators.com.

MEETING OF THE BOARD

During the year ended 31st March 2017 six Board Meetings were held on 25th June2016 14th September 2016 22nd September 2016 30th December 2016 14th February 2017and 28th March 2017. Further details on the Board Meetings are provided in the CorporateGovernance Report forming part of this Annual Report.

COMMITTEES OF THE BOARD Audit Committee

The Board has constituted an Audit Committee comprising of Shri R. Raniwala ShriS.B.L. Jain and Shri T.C. Chejara as its members. Further details relating to the AuditCommittee are provided in the Corporate Governance Report forming part of this AnnualReport.

All the recommendations made by the Audit Committee during the year were accepted bythe Board of Directors of the Company.

Nomination and Remuneration Committee

The Board has constituted a Nomination and Remuneration Committee comprising of Shri R.Raniwala Shri S.B.L. Jain and Shri P.K. Rao as its members.

The Board has on the recommendation of the Nomination and Remuneration Committeeformulated the Remuneration Policy of the Company. This Policy is available on the Companys website www.moderninsulators.com.

Further details relating to the Nomination and Remuneration Committee and policy areprovided in the Corporate Governance Report forming part of this Annual Report.

Corporate Social Responsibility Committee

The Board has constituted a Corporate Social Responsibility Committee comprising ofShri Sachin Ranka Shri R. Raniwala and Shri T.C. Chejara as its members. Further detailsrelating to the Corporate Social Responsibility Committee are provided in the CorporateGovernance Report forming part of this Annual Report.

Stakeholders Relationship Committee

The Board has constituted a Stakeholders Relationship Committee comprising of Shri R.Raniwala Shri S.B.L. Jain and Shri T.C. Chejara as its members. Further details relatingto the Stakeholders Relationship Committee are provided in the Corporate GovernanceReport forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that: (a) In the preparation of the annual accounts the applicable accountingstandards have been followed alongwith proper explanation relating to material departures;(b) The directors have selected such accounting policies and applied them consistently andmade 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 properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; (d) The directors have prepared the annualaccounts on a going concern basis; (e) The directors had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively; (f) The directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such system wereadequate and operating effectively.

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. B.L. Verma & Co. Chartered Accountants Jaipur (ICAI Firm Registration No.001064C) is the Statutory Auditors of the Company. The present statutory auditors havecompleted their tenure of two terms of 5 consecutive years and also an additional periodof 3 years as stipulated under section 139 of the Companies Act 2013. M/s B.L. Verma& Co. Chartered Accountants Jaipur will thus be holding the office of statutoryauditors upto the conclusion of the forthcoming annual general meeting. The Board ofDirectors on recommendation of the Audit Committee has proposed to appoint M/s R.B.Verma & Associates Chartered Accountants Jaipur (ICAI Firm Registration No.012650C) as the Statutory Auditors of the Company for a period of 5 years commencing fromthe conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual GeneralMeeting. M/s R.B. Verma & Associates Chartered Accountants Jaipur has consented tothe said appointment and confirm that their appointment if made would be within thelimits mentioned u/s 141 (3)(g) of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014.

The Board places on records its appreciation for the contribution of M/s B.L Verma& Co. Chartered Accountants Jaipur during their tenure as the statutory auditors ofthe Company.

The observations made by the Statutory Auditors on the Financial Statements of theCompany in their Report for the financial year ended 31st March 2017 read with theexplanatory notes therein are self-explanatory and therefore do not call for anyfurther explanation or comments from the Board under Section 134(3)(f) of the Act.

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 hadappointed M/s JAKS & Associates Company Secretaries Jaipur to conduct thesecretarial audit for the financial year 2016-17. The Secretarial Audit Report issued byM/s JAKS & Associates Company Secretaries for the financial year 2016-17 forms partof this Report and is set out in Annexure A 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 2017 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 2017-18. 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.

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Act an extract of theAnnual Return of the Company for the financial year ended 31st March 2017 is given inAnnexure B to this Report.

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

The Company 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 theCompany operations and reports its findings to the Audit Committee. Internal Audit alsoevaluates the functioning and quality of internal controls and provides assurance of itsadequacy and effectiveness through periodic reporting. Internal Audit is carried out asper risk based internal audit plan which is reviewed by the Audit Committee of theCompany. The Committee periodically reviews the findings and suggestions for improvementand is apprised on the implementation 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 ` 26.66 Lacs. The Annual Report on CSRactivities is given in Annexure C 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 D to this Report.

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 E 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. However the Board of Directors has decided to revoke the suspension at BSE.The Company has filed an application to BSE for Revocation of suspension of trading inequity shares of the Company and the same is under consideration.

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 or otherwise;

Issue of shares (including sweat equity shares) to employees of the Company under anyScheme;

There were no revisions in the financial statements;

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and the Company s operations in the future; and

No cases or complaints were received pursuant to the Sexual Harassment of Women atWorkplace (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.

On behalf of the Board of Directors
Sachin Ranka
Place : Ahmedabad Chairman & Managing Director
Date : 29th May 2017 DIN: 00335534