You are here » Home » Companies » Company Overview » Moser Baer (India) Ltd

Moser Baer (India) Ltd.

BSE: 517140 Sector: Consumer
NSE: MOSERBAER ISIN Code: INE739A01015
BSE 00:00 | 17 Aug 2.45 -0.12
(-4.67%)
OPEN

2.45

HIGH

2.45

LOW

2.45

NSE 00:00 | 17 Aug 2.40 -0.10
(-4.00%)
OPEN

2.45

HIGH

2.45

LOW

2.40

OPEN 2.45
PREVIOUS CLOSE 2.57
VOLUME 13712
52-Week high 7.74
52-Week low 1.77
P/E
Mkt Cap.(Rs cr) 54
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.45
CLOSE 2.57
VOLUME 13712
52-Week high 7.74
52-Week low 1.77
P/E
Mkt Cap.(Rs cr) 54
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Moser Baer (India) Ltd. (MOSERBAER) - Director Report

Company director report

Dear Shareholders

Your Directors do hereby present their 34th Annual Report on the business andoperations of the Company together with the Audited Financial Statement for financial yearended 31st March 2017.

Financial Results (Standalone Operations)

Particulars (Rupees in Million)
Year ended March 31 2017 Period ended March 31 2016
(Twelve Months) (Fifteen months)
Gross Sales Service Income and other Income 5610 7804
Profit /(Loss) before Depreciation Interest and Tax but after Prior Period Items (358) (700)
Depreciation / Amortization 621 1061
Interest and Finance Charges 2126 2744
Profit / (Loss) before Exceptional Items and Tax (3105) (4505)
Exceptional Items (8034) (2532)
Profit / (Loss) before Tax (11139) (7037)
Tax Expenses - -
Profit / (Loss) after Tax (11139) (7037)
Profit / (Loss) Carried Forward from Last Year (23605) (16457)
Depreciation adjustment against reserves - (111)
Profit/(Loss) Carried forward to Balance Sheet (34744) (23605)

Operations

Gross Revenues for the financial year ended March 31 2017 stood at INR 5610 millionLoss before depreciation/ amortisation interest exceptional items and tax stood at INR(358) million.

Market Environment and Outlook

Storage Media Business

During the financial year ended March 31 2017 liquidity challenges continued topersist impacting operations. In the second half of the fiscal the domestic business wasadditionally impacted by the effects of demonetization which resulted in short termeconomic pressures but is expected to result in structural changes which will bebeneficial in the long term. While Average Selling Prices (ASPs) held strong during theyear the volumes were negatively impacted. However the Company has been consistentlyworking on improving cost efficiencies across the entire value chain.

Regulatory action by the Government of India against dumping of USB drives by playersfrom select countries and the support of a key OEM customer has allowed Moser Baer theopportunity to build back its market share in this segment through sale of the Moser Baerand other OEM branded products.

Moser Baer continues to remain one of the leading players in the global Storage Mediaindustry both in terms of low cost mass manufacturing and in offering a wide range of highquality products. Our strong focus on quality and service has resulted in continuedbusiness alliances with leading OEMs across the world.

During the year the Company undertook several steps aimed at lowering its overheadsand aligning resources with the current level of operations. Further consolidation ofoperations in the Greater Noida facility is being implemented which will result in lowerpower consumption and reduced fixed overheads. The company continued to right size itsemployee base to current level of operations. These steps are expected to set the companyback on a revival path in the near to medium term.

In the medium term the Optical Media industry is expected to continue to witnessoverall volume decline globally. The trend is more accelerated in the developed economies.However emerging markets such as Africa Eastern Europe and parts of Asia would continueto remain stable with pockets of growth in DVD and Blu-ray formats.

In the near future the Solid State Media segment is expected to continue to exhibit ahealthy growth trend given the market demand regulatory action against predatoryimports strong relationships with OEM customers and a strong brand equity that Moser Baerenjoys in India and is limited only by the current liquidity constraints.

The Company continues to focus on product innovation while upholding its high qualitystandards increasing in its cost competitiveness and widening its distribution network.

Solid State Lighting

The company had ventured into the Solid State Lighting business some time ago as astrategic initiative to build a potential new business growth segment by leveraging itsexisting manufacturing facilities and capabilities. During the year the Company movedfurther despite constraints towards establishing itself as a key player in the IndianLED market with a large number of B2B clients and an initial foray into the B2C segment.

We continue to produce LED lighting products in our manufacturing facility (withimported LED Chips and a few other components) while leveraging our existing asset andskill base. We will however continue to work with outsourced contract manufacturers alsoto manufacture select LED products designed by Moser Baer as per our qualityspecifications.

The company is scaling up operations in LED lighting space by leveraging its brandequity and expanding its distribution network nationally as also in making further inroadsinto the burgeaoning B2B segment. However its ability to grow rapidly is still hamperedby the limited availability of liquidity an aspect which is being addressed in therevival strategy.

Photo Voltaic Business

In the Solar PV segment 2016 was a record year with the global solar industrywitnessing installations of 76.6 GW while the home market added more than 4.3 GW capacityin 2016 to reach a cumulative capacity of 9.8 GW by the end of the calendar year. MoserBaer utilized its cell and module manufacturing facilities to take advantage ofopportunities due to the Domestic Content Regulations in the solar sector.

However liquidity pressures continued to persist during the year critically impactingour ability to enhance manufacturing operations and capacity utilization levels.Nonetheless the positive global macro sector environment along with a large potentialdomestic market provides opportunity to us to benefit from these segments given that weare one of the largest integrated PV manufacturers in India.

Dividend

Considering the operating performance for the financial year ended on March 31 2017your Directors do not recommend any dividend for the year.

Reserves

During the year considering the operating performance the Company has not transferredany amount in General Reserve.

Fixed deposits

During the year under review your Company has not accepted any deposit under Section73 of the Companies Act 2013 and rules made there under.

Share Capital

During the year the Company has not allotted any shares.

Financial Year

The Company closed its financial year on March 31 2017. The previous reportedfinancial period ending March 31 2016 was for a period of 15 months.

Consolidated Financial Statement

Your Company is also presenting the audited consolidated financial statements preparedin accordance with the Accounting Standard 21 issued by the Institute of CharteredAccountants of India. Further pursuant to the provisions of Section 129(3) read with Rule5 of Companies (Accounts) Rules 2014 statement containing salient features of thefinancial statements of subsidiary companies is disclosed separately and forms part of theannual report

Board of Directors and its meetings

In terms of the provisions of Section 152 of the Companies Act 2013 Mr. Deepak PuriChairman and Managing Director retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment.

Further the tenure of Mr. Deepak Puri as Managing Director of the Company is expiringon August 31 2017. He is proposed to be reappointed as Managing Director for a furtherperiod of 3 years w.e.f. September 01 2017. Further the tenure of Mrs. Nita Puri asWhole Time Director of the Company expires on November 30 2017 and is therefore proposedto be re-appointed as Whole Time Director for a further period of 3 years w.e.f. December01 2017.

During the year under review the Company conducted five Board Meetings i.e. May 252016 August 11 2016 October 01 2016 November 10 2016 and February 09 2017.

The details of Directors being recommended for appointment or re-appointment pursuantto Regulation 33(3) of the Listing Regulations are contained in the accompanying Notice ofthe ensuing Annual General Meeting.

All the independent directors inducted into the Board are provided with variousmaterials on the Company and updated from time to time.

The Company has constituted various Committees of the Board of Directors detailswhereof are given in Corporate Governance Report.

Appointment and declaration of Independent Directors

The Company has received a declaration of independence from all Independent Directorsunder Section 149(6) of Companies Act 2013 and rules made there under. This is also incompliance of regulation 25(2) of SEBI (LODR) Regulation 2015.

Key Managerial Personnel

The Company has the following Key Managerial Personnel:

Mr. Yogesh Bahadur Mathur Group President – Moser Baer & Group ChiefFinancial Officer is the Chief Financial Officer and Mr. Neeraj Parmar is the CompanySecretary.

Subsidiary and Associate Companies

As on March 31 2017 the Company had 21 subsidiaries including indirect subsidiaries.All these companies are 100% beneficially owned by Moser Baer India Limited. The Companyregularly monitors the performance of such companies. Details of subsidiaries are given inthe Annexure to this report.

The Company shall make available the annual accounts of the subsidiary companies to anymember of the Company who may be interested in obtaining the same. The annual accounts ofthe subsidiary companies will also be kept open for inspection at the registered office ofthe Company and respective subsidiary companies. Further the annual accounts of thesubsidiaries are also available on the website of the Company viz. www.moserbaer.com. Theconsolidated financial statements presented by the Company include the financial resultsof its subsidiary companies.

Policy on director's appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its function of governance andmanagement. As on March 31 2017 the Board consist of five members two of whom areexecutive/whole-time directors remaining three are independent directors.

The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is appended as Annexure1 to the Board's report. We affirm thatthe remuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the Company.

Circulation of Audited Financial Statements

In terms of the provisions of section 136 of the Companies Act 2013 the Board ofDirectors have decided to circulate the abridged Annual Report containing salient featuresof the Balance Sheet and Statement of Profit & Loss to the shareholders for thefinancial year ended on 31st March 2017. Full version of the Annual Report will beavailable on Company's website www.moserbaer.com and will also be made available toshareholders upon request.

As in the previous year this financial year too the Company is publishing statutoryinformation in the print version of the annual report. However we shall be sending fullAnnual Report through email to those shareholders who have registered their email id withtheir Depository Participant/Company's Registrar & Share Transfer Agent. In case ashareholder wishes to receive a printed copy he/she may please send a request to thecompany which will send the Annual Report to the shareholder. For members who have notprovided their email ids physical copy is being sent in permitted mode.

Auditors & Auditor's Report

At the Annual General Meeting of the Company held on 30th September 2016 theappointment of M/s. Walker Chandiok & Co. LLP (Firm Regn. No. 001076N/N500013)Chartered Accountants as statutory auditors of the Company to hold office until theconclusion of 37th Annual General Meeting was ratified. Further in accordance withSection 139 of the Companies Act 2013 the appointment of M/s. Walker Chandiok & Co.LLP is placed for ratification by the shareholders at this Annual General Meeting.

The Audit Committee at its meeting held on August 22 2017 has recommended to ratifythe appointment of M/s. Walker Chandiok & Co. LLP as statutory auditors of theCompany.

The Auditors' in their Report to the members have given three qualified opinions(Point Nos. 8 to 10 of their report) and the response of your Directors with respect tothem are as follows:-

Response to Point (8)

In absence of definitive agreement with banks with respect to calculation of intereston loan liability management is unable to comment upon the impact of exit from CDR on thecarrying value of short term borrowings other current liabilities and interest expensefor the financial year ended March 31 2017 and the consequential impact on the financialstatements.

Response to Point (9)

In view of the numerous uncertainty and accumulated losses Auditor's shows inabilityto uncertain of quantum of impairment in respect of carrying value of fixed assets.However the Company feels that in view of impairment recorded based on valuation reportdone by independent valuer no further impairment is necessary.

Response to Point (10)

The matter has been evaluated and the Company is of the view that the diminution ifany even if it exists is only temporary and that sufficient efforts are being undertakento revive the said subsidiaries in the foreseeable future so as to recover carrying valueof the investment. Further management believes that the loans and advances given to thecompany and trade receivables are considered good and recoverable based on the futureprojections of the said subsidiary and accordingly no provision other than those alreadyaccounted for has been considered necessary.

In view of the above the impact of the above stated qualifications on the financialstatements cannot be quantified. For details please refer Annexure placed next torespective Auditors' report.

With respect to the observation in Auditors Report on Internal Financial Controls theCompany is constantly endeavoring to improve the standards of internal control in variousareas and taking steps to strengthen the internal control system to make it commensurateand effective with the size of the entity and the nature of its business.

There was no matter to be reported by the Auditors/Board of Directors as perrequirements of Section 143(12) or Section 134(3)(ca) of the Companies Act 2013.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

the preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation In relating to material departures if any;

We have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as on March 31 2017 and of the loss for the yearended on that date;

We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;

We have prepared the annual accounts on a going concern basis.

We have laid down internal financial controls to be followed by the company and suchinternal financial controls are adequate and the Company is constantly endeavouring toimprove the standards of internal control in various areas and taking steps to strengthenthe internal control system to make it commensurate and effective with the size of thecompany and the nature of its business.

We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Stock Option Plan - 2015

During the year under review the Nomination and Remuneration Committee of the Board ofDirectors has not granted any options to employees of the Company under Stock Option Plan– 2015 as the scheme has not yet been implemented.

Restructuring of Outstanding Foreign Currency Convertible Bonds (FCCB)

The financial statements for the year ending March 31 2017 reflect outstanding FCCBsat their face value of $ 88.4 mn (equivalent to Rs 5732.7 million) along with premium onredemption. As at 31 March 2017 such accrual for premium on FCCB aggregates Rs 5646.8million. The company is in the process of negotiation with the bondholders to re-structurethe terms of these bonds. This is now subject to the approval of secured lenders which isexpected to be settled only along with the resolution of secured debt.

7

Debt Restructuring

The Corporate Debt Restructuring (CDR) schemes of the Company as well as of itssubsidiary PV companies were earlier approved in FY 2012-13 and had been underimplementation. A debt of INR 23700 million for the company INR 8650 million for HeliosPhoto Voltaic Ltd. and of INR 9560 million for Moser Baer Solar Ltd. was conclusivelyrestructured additional funds provided and interest funded. After execution of the MasterRestructuring Agreement and other key documentation the respective schemes had been underimplementation.

The Company however continued to face severe liquidity issues primarily resulting fromnon-release of sanctioned working capital limits and refunds due to the Company. As aresult the Company has been unable to comply with repayment terms of its borrowingarrangement with secured lenders as agreed in the CDR package approved in year ended March31 2013. The banks exited from the CDR mechanism on 10 October 2016. The Company thenapproached the lender consortium for a fresh proposal for resolution of its secured debtin November 2016. The banks instituted a TEV study which was conducted by an expertappointed by the bank which submitted its report to the lenders. However the proposal didnot find favour with the banks. The lenders indicated their inability to accept the TEVand further indicated their intention to initiate legal proceedings against the company.The Company has received debt recall and notices under the SARFAESI Act from consortiumlender banks for their respective share of debt which the Company has challenged and willtake further appropriate steps as may be advised by its counsel. The Company continues toengage with management of banks on debt resolution proposal.

Even after the exit of Company from CDR mechanism the Company has continued to operatethrough TRA with 9% tagging against which it has represented for discontinuance/ relief.The management has also taken an expert opinion from a leading law firm about the optionsavailable to the banks and the possible legal defences available to the company.

The CDR Lenders now have to take a decision of how they wish to pursue further courseof action on resolution or recovery action. The company expects that lender banks willtake remedial action as opposed to recovery action. With the promulgation of theInsolvency and bankruptcy code the company has the risk of recovery/liquidation as wellas an opportunity to present its case on the resolution of debt.

As on 31st March 2017 one of the lender banks which is part of the CDR consortium ofthe Company has assigned its outstanding dues in favour of an asset reconstructioncompany on the same terms and conditions as applicable to the said lender.

The Company continues to operate at suboptimal levels due to working capitalconstraints resulting in adverse impact on cash flow from operations in the current year.The Company is pursuing resolution of debt with secured lenders and FCCBs holders and isexpecting removal/ reduction in tagging by the lender banks. The Company also expects togenerate cash flow through sale of surplus assets and improve operational efficienciesthrough reduction in fixed overheads and employee costs. The Company has also entered intoan arrangement with main raw material supplier for extension of credit terms and indiscussion with customers to provide advance for business. With possible restoration ofOEM Optical Media business positive traction in Solid State media & LED businesssegments coupled with promoter contribution and resolution of debt from banks atsustainable levels the company expects to achieve better utilization of its manufacturingfacilities and consequently generate positive cash flow from operations going forward.

PV Subsidiaries

During FY 2012-13 Secured Lenders (Banks) had approved the Corporate DebtRestructuring of Helios Photovoltaic Limited ("HPVL") one of the subsidiarycompanies. The CDR was not fully implemented and HPVL was unable to service therepayments/ payments of loan/ interest in accordance with CDR which resulted in HPVL'sdebt becoming non-performing assets with all the banks.

Consequently the Monitoring Institution made a recommendation to the CDR EmpoweredGroup along with approval of majority secured lenders to seek exit of HPVL's account fromCDR and the CDR EG approved this exit. A majority of lender banks have issued notices toHPVL recalling their debt. The management continues to explore with lender banks forresolution of debts for revival of the company.

In respect of Moser Baer Solar Limited (MBSL) another subsidiary companyimplementation of the CDR Scheme was impacted by factors such as delay in receipt of SIPSCapital Subsidy from the Govt. and non release of working capital limits and refunds bylenders. This resulted in severe liquidity crunch due to which it was unable to complywith repayment terms of its borrowing arrangements with secured lenders as agreed in theCDR package approved in FY 2012-13. MBSL accordingly approached these lenders for arevised debt restructuring plan/ debt resolution plan. The Monitoring Institution of MBSLinstituted a TEV study which was conducted by an independent expert who had submitted itsreport to the lenders. How ever the lenders exited from the CDR mechanism subsequently.

Subsequent to exit of two subsidiary companies Helios Photovoltaic Limited (HPVL) inFY 2015-16 and Moser Baer Solar Limited (MBSL) in FY 2016-17 from CDR majority of lenderbanks issued notices to these subsidiary companies recalling their debt under SARFAESIAct. The subsidiary companies have already challenged the said loan recall and enforcementaction in its response to those notices and will take further appropriate steps as may beadvised by its lawyers. The management has also taken an expert opinion from a leading lawfirm about the options available to the banks and the possible legal defences available tothe company. In the meanwhile one of the secured lenders have initiated CorporateInsolvency Resolution Process (CIRP) against MBSL in the National Company Law Tribunalunder the Provisions of IBC. The subsidiary has submitted a preliminary debt resolutionplan to the lenders.

Fortunately the domestic industry environment in Solar has turned positive in therecent past following the thrust on ‘Make in India' and the announcement of a slew ofinitiatives supporting solar manufacturing. These companies have been operating at suboptimal levels despite the improved market environment due to working capitalconstraints. Release of funds under the Special Incentive Package Scheme (SIPS)continuation of Govt. measures supporting manufacturing additional promoters'contribution reduction in redundant fixed costs and resolution of debts on sustainablebasis are expected to provide improved liquidity better utilisation of its manufacturingfacilities and positive operating cash flows.

The Company intends to continue to engage in constructive discussions with the CDRLenders on the debt resolution plans for the company and its solar subsidiaries. Howevercurrently the situation is fluid and any of a number of different outcomes could occurincluding through CIRP.

BIFR registration

Pursuant to the erosion of its net worth the company had filed a reference and wasregistered before the erstwhile Board for Industrial and Financial Reconstruction (BIFR)under the Sick Industrial Companies (Special Provisions) Act (SICA) in September 2014.Further HPVL and MBSL the PV subsidiaries were also registered with BIFR in September2014 and June 2015 respectively. The SICA Repeal Act has been notified and BIFR has beendissolved and accordingly the proceedings before BIFR stand abated w.e.f 1st December2016.

Particulars of Loans guarantees or investments

Details of loans guarantees or investments have been disclosed in the financialstatements. The Company has complied with the provisions of Section 186 of the CompaniesAct 2013 in relation to loans investments and guarantees given by the Company. The loansand guarantees etc. were utilised by the recipients for the business purposes.

Human Resources and Industrial Relations

As Moser Baer continued to witness financial constraints and internal challenges thatimpacted its performance HR is being stretched to every possible way to make difficultdecisions to remain viable and competitive within resource constraints.

In an era where business must do more with less it is critical that our workforce isperforming at its highest level now more than ever. HR has been constantly working onconsolidation measures cost containment restructuring of operations aligning prioritiesand at the same time maintaining stellar performance level.

With effective and transparent communication with employees and well-structured HRstrategies the organization peacefully managed to consolidate Manpower in terms ofbusiness requirement. Moser Baer group closed the year ending March 31 2017 with 2889employees as compared to 3021 employees at the end of last financial year.

On part of Industrial Relations (IR) at the manufacturing locations IR has beenlargely peaceful since the time we had reached a three year wage settlement with workersin April 2015. Although there have been some intermittent IR disturbances for wages andbenefits the HR is expectedly playing a vital role in maintaining harmonious relationswith workers and employees and is watchful for possible preventive measures.

Due to liquidity constraints and the contraction in business the company could notimplement the increment due to the Workers effective 1 April 2017 under the SettlementAgreement of 2015. In March 2017 the Company had apprised the concerned authoritiesregarding the same and indicated its commitment for implementing the same as and whencircumstances permit. The matter has since been referred for conciliation proceedingsbefore the concerned authorities.

Pursuant to the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder it isreported that your Company has not received any complaint of sexual harassment during theyear under review.

Particulars of employees

In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are set out in the Annexure 2 to this report.

Further any member interested in information as per Rule 5.2 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 may write to theCompany Secretary at the Registered Office. The said information is also available forinspection at the Registered Office during working hours up to the date of the AnnualGeneral Meeting. Annual Report excluding the aforesaid information is being sent to allshareholders of the Company.

Risk Management

The Board of Directors is overall responsible for identifying evaluating and managingall significant risks faced by the Company. The Board formed a Risk Management Committeewhich plays an overarching role and establishes the guiding principles by which key risksare managed across the organization.

Vigil Mechanism

The Company has in place a Vigil Mechanism Policy to support the Code of BusinessEthics in compliance with the requirements of the Companies Act 2013 and ListingRegulations. This policy documents the Company's commitment to maintain an open workenvironment in which employees consultants and contractors are able to report instancesof unethical or undesirable conduct actual or suspected fraud or any violation ofCompany's Code of Business Ethics at a significantly senior level without fear ofintimidation or retaliation.

The Vigil Mechanism structure involves the Company Secretary Head of SPAD and Chairmanof Audit Committee. They are authorized by the Board of Directors of the Company for thepurpose of receiving all complaints under the policy and in ensuring appropriate action.The concern can be reported by sending an e-mail message at the dedicated address viz.firstinfo@moserbaer.in.

Individuals can raise their concerns directly to the Company Secretary and for anyserious matters to the chairman of the Audit Committee of the Company. There is properframework to investigate allegations and to deal with it effectively. All the Companypersonnel have access to the Audit Committee in consultation with the Company Secretary.

The details of establishment of vigil mechanism for Directors & employees to reportgenuine concerns are available at the website of the Company.

Conservation of energy research and development technology absorption foreignexchange earnings and outgo

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 of the Companies Act 2013 andthe rules made there under is given as per Annexure 3 and forms part of this Report.

Reconciliation of Share Capital Audit

As directed by Securities and Exchange Board of India (SEBI) Reconciliation of ShareCapital Audit is being carried out at the specified periodicity by Secretarial Auditors/Practicing Company Secretary.

Secretarial Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company appointedM/s. Kundan Agrawal & Associates Company Secretaries in practice to undertake theSecretarial Audit of the Company for the Financial Year 2016-17. The report of theSecretarial Audit is annexed to this report as Annexure 4. Secretarial Auditors' report isself-explanatory and therefore does not require further comments and explanation.

Formal Annual Evaluation

The company has devised a framework for performance evaluation of IndependentDirectors Board Committees and other Directors. The framework includes variousparameters of evaluation such as information flows decision making Board dynamicsCompany performance etc. SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 requires that the Board shall monitor and review the Board evaluationframework. As per the requirements of the Companies Act 2013 and Schedule IV thereof aformal annual evaluation was made by the Board of its own performance and that of itsCommittees and individual directors.

Corporate governance

Your company strives to ensure that best corporate governance practices are identifiedadopted and consistently followed. Your Company believes that good governance is the basisfor sustainable growth of the business and for enhancement of stakeholder value.

A separate section on Corporate Governance forming a part of the Directors' Report andthe certificate from M/s. Kundan Agrawal and Associate Secretarial Auditors of theCompany confirming compliance of conditions on Corporate Governance as stipulated inSchedule II of SEBI (LODR) Regulations 2015 is included in this Report. The ManagingDirector and Group Chief Financial Officer of the Company have issued necessarycertificate to the Board in terms of Regulation 17(8) of SEBI (LODR) Regulations 2015with Stock Exchanges for the financial year ended on March 31 2017. However in terms ofthe provision of Section 136 (1) of the Companies Act 2013 the abridged Annual Reportwill be sent to the members of the Company excluding this report.

Related Party Transactions

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended as Annexure 5to the Board's Report

Significant and Material Orders and Material changes

No such significant and material orders passed by the regulators or courts or tribunalimpacting the going concern status and company's operations in future. Although one ofthe Lenders of Moser Baer Solar Limited (a subsidiary company) has filed an applicationunder Insolvency and Bankruptcy Code before National Company Law Tribunal which is to beheard for admittance.

The liquidity erosion continues to impact the operations resulting in a steep declinein production and sales of the Company even after the close of financial year.

There are no other material changes and commitments which affect the financial positionof the company which occurred between the end of the financial year and the date of thisreport.

Internal Financial Control Systems and their adequacy

The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems. Forfurther details please refer to the Management Discussion and Analysis Report which formsa part of the Annual Report'.

Management Discussion and Analysis Report

Management's Discussion and Analysis Report (MD&A) for the year under review asstipulated under Regulation 34(3) and Schedule V of the Listing Regulations is presentedin a separate section forming part of this Report.

Extract of the Annual Return

The extract of the Annual Return in Form No. MGT–9 is appended as Annexure 6 andis a part of the Board's Report.

Listing at Stock Exchanges

The Shares of the Company continue to be listed on the Bombay Stock Exchange Limitedand National Stock Exchange of India Limited. There is a delay in payment of annuallisting fees for the year 2017-18 to the Stock Exchanges.

Conclusion

Although your Company continues to be capable of maintaining a sustainable position inits various businesses by providing differentiated products and services in high growthtechnology manufacturing markets to its customers globally; its ability to do so remainsseverely constrained due to the liquidity stress which is significantly impacting itscurrent operations.

On its part the company stands committed to working on its revival which will besignificantly dependent on support of all stakeholders and specifically the approach oflender banks. The Company continues to work closely with its lenders towards finding asustainable way forward that would be in the interest of all stakeholders.

Your Directors place on record their appreciation for the continued co-operation andsupport from shareholders customers workers employees business associates bankersvendors as well as regulatory and government authorities.

For and on behalf of the Board of Directors
Moser Baer India Limited
Place: New Delhi Deepak Puri
Date: August 22 2017 Chairman & Managing Director