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Orient Abrasives Ltd.

BSE: 504879 Sector: Engineering
NSE: ORIENTABRA ISIN Code: INE569C01020
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NSE 00:00 | 20 Feb 23.20 0.40
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OPEN 22.85
PREVIOUS CLOSE 22.85
VOLUME 1123
52-Week high 46.40
52-Week low 21.60
P/E 15.30
Mkt Cap.(Rs cr) 274
Buy Price 22.95
Buy Qty 228.00
Sell Price 23.90
Sell Qty 500.00
OPEN 22.85
CLOSE 22.85
VOLUME 1123
52-Week high 46.40
52-Week low 21.60
P/E 15.30
Mkt Cap.(Rs cr) 274
Buy Price 22.95
Buy Qty 228.00
Sell Price 23.90
Sell Qty 500.00

Orient Abrasives Ltd. (ORIENTABRA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Forty Seventh Annual Report of theCompany together with the Annual Statements of Accounts for the year ended 31 March 2018.

FINANCIAL PERFORMANCE:
(Rs. In Lakhs)
2017-2018 2016-2017
PARTICULARS
Profit/(Loss) before Interest Depreciation and Tax 3499.21 2192.01
Interest 612.64 451.89
Depreciation 953.56 796.77
Profit / (Loss) before Tax 1933.01 943.44
Provision for Taxation:
Current 233.78 242.34
Earlier years' Tax - -
Deferred Tax - -
Profit / (Loss) after Tax 1699.23 697.53
Prior Period Adjustments -
Items not be reclassified to profit and loss (3.26) (3.57)
Total Comprehensive Income After Tax 1695.97 697.53
Balance brought forward from the previous year 8123.39 7782.28
Balance Carried to Balance Sheet 9462.63 8123.39

COMPANY PERFORMANCE AND OPERATIONS:

Financial Year 2017-2018 witnessed challenges in capacity utilization majorly onaccount of competition from Chinese suppliers weak global demand and volatile exchangerates in Indian Economy. Your Company supplies products to refractory and abrasiveindustry wherein it was observed that refractory industry has faced various challenges dueto major impact on steel industry.

In spite of that the Company's revenue from operations for the year ended 31 March2018 increased by approx. 34% and stood at Rs 32737 Lakhs as against Rs. 24279.25 Lakhsin previous year the increase in turnover was mainly attributable to robust andinnovative marketing approach by the management. Further the Company reported a robustgrowth in Export sales during the year under review and stood at Rs. 4553.96 Lakhs asagainst Rs. 330.25 Lakhs for the previous year ended 31 March 2017. The Company achieveda significant growth in the Net Profit after Tax of Rs. 1695.97 Lakhs as againstRs.697.53 lakhs for the previous FY 2016-17.

Your Company also runs wind power plants of 11.1 M.W. in Rajasthan and Karnataka. Boththe plants in Karnataka and Rajasthan are operating satisfactorily. However thegeneration of power has reduced to some extent as compared to that of the previous year.During the year the gross revenue from sale of power to respective state powerdistribution companies stood at Rs. 754.60 Lakhs as compared to Rs. 808.72 Lakhs inprevious year showing moderate reduction in performance on power count. However yourCompany is taking control of the situation and deliberating on measures required to betaken for improvement on this count as well.

Your Company has a power plant capacity of 18 Mega Watt (M.W.) out of which 9.6 M.W. iscoal based whereas 9.0 M.W. is on furnace oil. Due to unaffordable price of furnace oilthe furnace oil based power plant is used as and when required.

The management is getting accustomed to state of affairs of your Company hence in timeto come your management is of the view that the performance of the Company shall improve.Your Company envisages better performance for the Financial Year 2018-19 considering thepositive changes in the economy at the domestic and global levels. Further to increase inpotential demand your Company has invested in expansion for increased capacity andmodernisation of the plant resulting in better operational efficiency in order to reducethe cost at various levels.

DIVIDEND:

Your Directors are pleased to recommend dividend @ 25 % per share on the face value ofRs.1/- each viz. Re.0.25/- per Equity Share for the financial year ended 31 March 2018.Payment of dividend is subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting.

The Dividend if declared will involve total outflow of Rs. 359.99 Lakhs wherein Rs.299.10 Lakhs will be towards dividend and Rs. 69.89 Lakhs towards dividend tax.

The company has not proposed to transfer any amount to General Reserves.

INCREASE IN AUTHORISED SHARE CAPITAL:

During the year under review the Authorised Share Capital of the Company has beenincreased from Rs. 160000000/- (Rupees Sixteen Crores only) [consisting of 120000000(Twelve Crores) Equity Shares of Re. 1/- each and 400000 (Four Lakhs) 6% Redeemablecumulative preference Rs. 100/- each] to Rs. 180000000/- (Rupees Eighteen Crores only)[consisting of 140000000 (Fourteen Crores Only) Equity Shares of Re. 1/- each and400000 (Four Lakhs) 6% Redeemable Cumulative Preference Shares of Rs. 100/- each]through Postal Ballot Process duly completed on 19 January 2018.

PREFERENTIAL ALLOTMENT OF WARRANTS:

Pursuant to the resolution passed by the shareholders of the Company through PostalBallot process on 19 January 2018 the Committee of Directors allotted 6296800convertible warrants of the face value of Rs.1/- each to warrant holder Viz. Mr. MananShah a Promoter Group Member for which the Company received consideration of 25% of theexercise price i.e. Rs. 51.31/- at the time of subscription. The Warrants are convertibleinto one or more tranches within a period 18 months from the date of allotment i.e. 2February 2018 in event that warrants are not convertible within the 18 months ofallotment the consideration paid shall be forfeited.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of seven years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the demataccount of the IEPF Authority. Accordingly your Company has transferred the unclaimed andunpaid dividends of Rs. 2835893/- & Rs. 3006886/- for the financial years2009-2010 and 2010-2011 respectively. Further 243627 & 27067 equity shares for thecorresponding years were transferred to IEPF Authority as per the requirements of IEPFrules. The details are provided on the website of the Company at www.orientabraisves.com.

INDIAN ACCOUNTING STANDARDS (IND AS):

Pursuant to the provisions of Companies (Indian Accounting Standards) Rules 2015 theIndian Accounting Standards (Ind AS) has been adopted and implemented in the Companyw.e.f. 1 April 2017. Accordingly the Company has prepared the ‘Ind AS' compliantFinancial Statements for the Financial Year 2017-2018.

DEPOSITS:

During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V – Acceptance of Deposits by Companies of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY:

The Company does not have Subsidiary/Joint Venture or Associate Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN 31 MARCH 2018 AND 13 AUGUST 2018 (DATE OF THE REPORT):

The Management taking into account certain untoward event had shut down the plant andclosed the operations w.e.f 27 June 2018.

However the operations at the plant has been partially started w.e.f 13 July 2018 butthe issue is still impacting the operations of the Company. The Management is working hardto amicably resolve the situation & restore the operations on full-fledge basis at theearliest. Apart from this there are no material changes and commitments affecting thefinancial positions of the Company between end of the financial year and the date of thereport.

SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATIONS:

During the year under review no significant material orders were passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations save and except as mentioned above.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on ‘Corporate Governance' along with the Certificate from M/s Sanghavi& Co. Chartered Accountants regarding its compliance and ‘Management Discussionand Analysis' Report as stipulated by Regulation 34 of the Securities & Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) are set out separately which form part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act 2013 the Directors hereby confirmthat:

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

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe PROFIT of the Company for that period;

(c) the Directors had 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 had 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 and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The following persons are the Key Managerial Personnel of the Company as per theprovisions of Section 203 of the Companies Act 2013.

• Mr. Manubhai Rathod Whole-time Director & CEO

• Mr. Bimal Parmar Company Secretary

The Board of Directors at its meeting held on 12 December 2017 on the recommendationof the Nomination & Remuneration Committee thought it fit to recognize Mr. Manan ShahPresident of the Company as Key Managerial Personnel of the Company.

The Board of Directors at their meeting held on 13 August 2018 on the recommendationof the Nomination & Remuneration Committee appointed Mr. V. Shashidharan as a ChiefFinancial Officer (CFO) of the Company as required under Section 203 of the Companies Act2013.

Further the statement containing particulars of employees in terms of section 197(12)of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate statement andthat forms part of the annual report.

Considering the provisions to section 136 of the Companies Act 2013 the annualreport excluding the aforesaid statement is being sent to the shareholders of thecompany and others entitled thereto. The said statement is available for inspection ofmembers at the Registered Office of the Company during working hours upto the date of theAnnual General Meeting and shall be made available to any shareholder on request.

Appointment/ re-appointment of Directors:

I. The Board of Directors of the Company at its meeting held on 12th February 2018 onthe recommendation of the Nomination & Remuneration Committee co-opted Mr. HarishMotiwalla (DIN: 00029835) as an Additional Director (Non-Executive Independent Director)of the Company subject to the approval of shareholders at the ensuing Annual GeneralMeeting in accordance with the provisions of Sections 149 152 161 read with Schedule IVand any other applicable provisions if any of the Companies Act 2013 and Rules framedthereunder.

The Board on the recommendation from Nomination & Remuneration Committee proposesto recommends for the approval of the Members through Ordinary Resolution to appoint Mr.Motiwalla as an Independent Director of the Company for a period of 5 yearswith effectfrom 12 February 2018.

II. Pursuant to the provisions of the Companies Act 2013 ("the Act") andClause 49 of the erstwhile Listing Agreement Mr. Pundarik Sanyal was appointed asNon-Executive Independent Director of the Company to hold office for a Three (3) yearsfor a term up to 14 July 2018 by the Members of the Company in the 43rd Annual GeneralMeeting held on 29 September 2015. He is eligible for re appointment as IndependentDirectors for another term of upto five years.

Pursuant to the provisions of the Act based on the recommendation of the Nominationand Remuneration Committee the Board recommend for the approval of the Members throughSpecial Resolution at the ensuing Annual General Meeting re-appointment of Mr. PundriakSanyal as an Independent Directors for another Three (3) years from 15 July 2018.

The above proposal for re-appointment forms part of the Notice of the 47 Annual GeneralMeeting and the relevant Resolutions are recommended for your approval therein.

III. Pursuant to the provisions of the Companies Act 2013 ("the Act") Mrs.Sangeeta Bohra was appointed as Non-Executive Independent Director of the Company to holdoffice for a Three (3) years for a term up to 28th September 2018 by the Members of theCompany in the 45th Annual General Meeting held on 28th September 2016. She is eligiblefor re-appointment as an Independent Directors for another term of upto five years.

Pursuant to the provisions of the Act based on the recommendation of the Nominationand Remuneration Committee the Board recommend for the approval of the Members throughSpecial Resolution at the ensuing Annual General Meeting for re-appointment of

Mrs. Sangeeta Bohra as Independent Directors for another One (1) year from 29September 2018.

The above proposal for re-appointment forms part of the Notice of the 47 Annual GeneralMeeting and the relevant Resolutions are recommended for your approval therein.

IV. The Board of Directors of the Company at its meeting held on 12 February 2018 onthe recommendation of the Nomination & Remuneration Committee co-opted Mrs. ChaitaliSalot (DIN: 02036868) as an Additional Director (Non-Executive Woman Director) of theCompany subject to the approval of shareholders at the ensuing Annual General Meeting inaccordance with the provisions of Section 161 and second proviso to Section 149 (1) readwith Section 152 and any other applicable provisions if any of the Companies Act 2013and Rules framed thereunder.

The Board on the recommendation from Nomination & Remuneration Committee proposesto recommend for the approval of the Members through Ordinary Resolution to appoint Mrs.Chaitali Salot as Non-Executive Woman Director of the Company with effect from 12February 2018.

V. In accordance with the provisions of Section 152 of the Companies Act 2013 readwith the Companies (Appointment and Qualification of Directors) Rules 2014 and theArticles of Association of your Company Mr. Manu Bhai Rathod Whole time Director &CEO retires by rotation at the ensuing Annual General Meeting and being eligible hasoffered himself for re-appointment.

The brief particulars and expertise of the aforesaid Directors appointed/re-appointedand regularisation as required under Regulation 36 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Secretarial Standard - 2 forms part of thenotice convening the ensuing Annual General Meeting.

Cessation:

During the year under review Mr. Mihir Dewani resigned from the office of Whole-TimeDirector & CEO of the company w.e.f. 15 June 2017

Your Board of Directors take this opportunity to express their appreciation for thevaluable services rendered by Mr. Mihir Devani during his tenure as Whole- Time Director& CEO of the Company.

Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence in accordance with the provisionsof the Companies Act 2013 and the Listing Regulations.

PERFORMANCE EVALUATION:

Pursuant to the provisions of Companies Act 2013 Listing Regulations and PerformanceEvaluation Policy of the Company the Board of Directors in consultation with theNomination & Remuneration Committee and Independent Directors carried out &analysed the annual performance evaluation of all the Directors the Board as a whole andits Committees.

The performance evaluation framework was designed keeping in view the Guidance Note onBoard Evaluation issued by SEBI and accordingly a structured questionnaire was formulatedhaving qualitative parameters such as functioning information availability leadershipqualities compliance and governance effectiveness etc.

Evaluation of the Board was based on criteria such as composition and role of theBoard Board communication and relationships functioning of Board Committees strategicplanning etc.

Evaluation of Directors was based on criteria such as participation and contribution inBoard and Committee meetings experience and expertise to provide feedback and guidance totop management on business strategy governance and risk understanding of theorganization's strategy risk and environment etc.

Based on the annual performance evaluation the Board expressed its satisfaction withthe evaluation process.

NOMINATION & REMUNERATION POLICY:

Pursuant to the provisions of the Company Act 2013 and Listing Regulations theNomination & Remuneration Committee formulated the Nomination & RemunerationPolicy that was duly adopted by the Board of Directors to ensure that level andcomposition of remuneration is reasonable and sufficient relationship of remuneration toperformance is clear and to meet appropriate performance benchmark. The Nomination &Remuneration Policy lays down the framework for selection and appointment of Directorsincluding determining qualifications and independence of a Director Key ManagerialPersonnel Senior Management Personnel and their remuneration.

The Nomination & Remuneration Committee after identifying and ascertaining theintegrity quotient qualification expertise and experience of the person for appointmentas Director KMP or at Senior Management Level recommends his/her appointment to theBoard of Directors. The remuneration and commission paid to the Whole-time Director is inaccordance with the percentage/slabs/ conditions as per the provisions of the CompaniesAct 2013. The KMPs Senior Management Personnel and other employees of the Company arepaid monthly remuneration as per the Company's HR policies and/or as may be approved bythe Committee. If the remuneration of KMPs or any other officer is to be specificallyapproved by the Committee and/or the Board of Directors then such approval will beaccordingly procured.

The Policy on Nomination & Remuneration is available on the website of the Companyviz. www.orientabrasives.com. The details about the Nomination & RemunerationCommittee and payment of remuneration to the Directors are provided in the Report onCorporate Governance which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in "Annexure A" to thisReport.

MEETINGS OF THE BOARD:

During the year under review the Board of Directors met Six (6) times. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and the Listing Regulations. The dates of the meetings alongwith the attendance of theDirectors therein have been disclosed in the Corporate Governance Report.

AUDIT COMMITTEE:

The Company has an Audit Committee of the Board of Directors in place. The terms ofreference of the Audit Committee are in line with Section 177 of the Companies Act 2013read with the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 18of the Listing Regulations. Detailed information pertaining to the Audit Committeeincluding its composition has been provided in the Corporate Governance Report whichforms part of this Annual Report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors:

M/s. Sanghavi & Co. Chartered Accountants (FRN:109099W) were appointed asstatutory auditors of the Company at the 46 AGM held on 16 September 2017 for a period offive years from the conclusion of the 46th AGM until the conclusion of the 51 AGM to beheld in the year 2022 subject to ratification by members of the Company at every AGM tobe held thereafter. However pursuant to notification issued by the Ministry of CorporateAffairs on 7 May 2018 amending Section 139 of the Companies Act 2013 and the rulesframed thereunder the mandatory requirement for ratification of appointment of auditorsby the members at every AGM has been omitted and accordingly the Company is not proposingratification of appointment of auditors at this AGM.

The Auditor's Report for the Financial Year ended 31 March 2018 does not contain anyqualification reservation or adverse remark and is prepared as per "Ind AS".

Cost Auditors:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Board of Directors hason recommendation of the Audit Committee appointed M/s. S. K. Rajani & Co. CostAccountants as the Cost Auditors of the Company to conduct audit of the Company's CostAccounting Records in respect of the products of the Company for the financial year2018-2019 at the remuneration of Rs. 175000/- (Rupees One Lakh Seventy Five ThousandOnly) per annum (including taxes and reimbursement of actual travel & out of pocketexpenses).

Your Company has received consent from M/s. S. K. Rajani & Co. Cost Accountantsto act as the Cost Auditors of your Company for the financial year 2018-2019 along with acertificate confirming their independence. As per the provisions of the Companies Act2013 a resolution seeking approval of the Members for the remuneration payable to theCost Auditors forms part of the Notice convening Annual General Meeting.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 theCompany has appointed Ms. Dipti Gohil Practicing Company Secretary to undertake theSecretarial Audit of the Company for the Financial Year ended 31 March 2018.

The Secretarial Audit Report in Form MR-3 is annexed herewith as "AnnexureB".

Secretarial Auditors observations:

The Secretarial Auditors report contained the following qualification reservation oradverse remarks:

The Company has not appointed Chief Financial Officer (CFO) as required under Section203 (1) of the Companies Act 2013 during the audit period under review.

Board explanation/ comments on above remarks:

The Company was looking for suitable person to be appointed as Chief Financial Officer(CFO) of the Company. However in order to comply with requirement of Section 203 of theCompanies Act 2013 the Board of Directors on the recommendation of Nomination andRemuneration Committee and considering the financial and accounting expertise of Mr. V.Shashidharan appointed as Chief Financial Officer of the Company w.e.f. 13 August 2018.

INTERNAL CONTROL SYSTEM & THIER ADEQUACY:

The Company has in place internal control systems commensurate with the size and natureof the business and has experienced personnel positioned adequately in the organization toensure internal control processes and compliances.

The Company takes abundant care in designing reviewing and monitoring regularly theworking of inter control systems and their compliances for all important financialinternal control processes. Internal Auditors comprising of professional firms ofChartered Accountants have been entrusted the job to conduct regular internal audit at allunits/location and report to the management the observation if any. The Audit findingsare reported on quarterly basis to the Audit Committee of the Board headed by aNon-executive Independent Director.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company embraces responsibility for impact of its operations and actions on allstakeholders including society and community at large. As per requirements of CompaniesAct 2013 the Company had duly constituted Corporate Social Responsibility Committee. Thebrief outline of the Corporate Social Responsibility (CSR) policy of the Company and theinitiative undertaken by the Company on CSR activities during the year are set out in "AnnexureC" of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. The details of composition of CSR Committee etc. areprovided under the Corporate Governance Report.

VIGIL MECHANISM- WHISTLE BLOWER POLICY:

The Company has established a ‘vigil mechanism' for its directors and employees toreport genuine concerns or grievances and accordingly formulated the Whistle Blower Policyin compliance with the provisions of Section 177 of the Companies Act 2013 and theListing Regulations. The Policy has been formulated with an objective to build andstrengthen a culture of transparency and trust within the Company and to provide aframework to its directors and employees for responsible and secure reporting of improperactivities (whistle blowing); and also to provide for adequate safeguards againstvictimization of directors/employees who avail of the mechanism; and for direct access tothe Chairman of the Audit Committee. The said Policy is available on the website of theCompany viz. www.orientabrasives.com.

During the year under review no compliant has been received under the Whistle BlowerPolicy (Vigil Mechanism). Further information on the Vigil Mechanism and the WhistleBlower Policy of your Company can be referred to in the Report on Corporate Governance.

RISK MANAGEMENT POLICY:

Your Company has a Risk Management Policy that identifies elements of risks inherent tothe business and have entrusted the Audit Committee with the responsibility of reviewingthe said policy.

RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financialyear under review with the Related Parties were in the ordinary course of business and onan arm's length basis. During the year the Company had not entered into anycontract/arrangement/transaction with the Related Parties which could be considered asmaterial in accordance with the Company's Policy on Related Party Transactions. In viewthereof the disclosure in Form AOC-2 is not required to be provided.

The Company places all Related Party Transactions before the Audit Committee and alsobefore the Board of Directors for approval on quarterly basis. The omnibus approval wasobtained from the Audit Committee in respect of transactions which are repetitive innature in accordance with the Company's Policy on Related Party Transactions. The AuditCommittee also reviewed the details of such Related Party Transactions entered into by theCompany pursuant to each of the omnibus approval given on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors of theCompany is available on the website of the Company viz. www.orientabrasives.com.

Your Directors draw attention of the members to Note no. 28 to the financial statementswhich sets out related party disclosures.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED:

During the year under review no loans given investments made guarantees given andsecurities provided in accordance with the provisions of Section 186 of the Companies Act2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Companies Act 2013are provided in "Annexure D" to this Report.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return of the Company in Form MGT-9 as provided under Section92(3) of the Companies Act 2013 is annexed herewith as "Annexure E" tothis Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has adopted a Policy in line with the requirements of The Sexual Harassmentof Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. The Companyhas set up an Internal Complaint Committee to redress the complaints if any received.

During the year under review no complaint was received from any employee of theCompany involving sexual harassment and thus no case was filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operationreceived from the financial institutions banks employees investors customersGovernment & Government agencies Members & Shareholders and all other businessassociates for the continuous support given by them to the Company and their confidence inits management during the year under review and look forward for their contributed supportin future.

For and on Behalf of the Board of Directors
Sd/- Sd/-
MANUBHAI RATHOD HEMUL SHAH
WHOLE TIME DIRECTOR & CEO DIRECTOR (NON-EXECUTIVE)
(DIN: 07618837) (DIN: 00058558)
Place : Mumbai
Date : 13th August 2018

Annexure- A

DISCLOSURE ON THE REMUNERATION OF THE MANAGERIAL PERSONNEL

a) the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year; 11.99 times*

(NOTE: i) "median" means the numerical value separating the higher half of apopulation from the lower half and the median of a finite list of numbers may be found byarranging all the observations from lowest value to highest value and picking the middleone ii) If there is an even number of observations the median shall be the average of thetwo middle values

b) the percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year; 12%

c) the percentage increase in the median remuneration of employees in the financialyear; 7.44%

d) the number of permanent employees on the rolls of company; 241

e) average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

Overall Increased in salary 28.93%
Increased in salary for Managerial person -3.03%
Increased in salary for other than Managerial person 31.71%

Increase in salary is due to increase in employee from 223 in March 2017 to 241 inMarch 2018 & Annual increment

f) affirmation that the remuneration is as per the remuneration policy of the company.It is affirmed that the remuneration paid to the Directors Key Managerial Personnel (KMP)and other employees is as per the remuneration policy of the company

(2) Considering the provision of section 136 of the Companies Act 2013 the annualreport excluding the remuneration paid to top ten employee is being sent to shareholdersof the company. The said details of remuneration paid to top ten employees is availablefor inspection of members at the registered office of the company during working hours upto the date of the Annual General Meeting and shall be made available to any shareholderon request.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

Your Company is committed to ensure a clean and green pollution free environment aswell a safe and healthy work place at all locations and department of the Plant. YourCompany has made all efforts to optimize the use of energy and minimise its wastage. Toensure minimum consumption of energy for a given level of production operating parametersof production have been standardized. Your Company is also committed to fulfil itsstatutory RPO obligations without any default.

B. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:

Your Company is constantly trying to provide its customers with products thatincorporate latest available technology. Though indigenously available materials andtechnology are preferred efforts are being made wherever possible to make use of bestcontemporary imported technology also. Your Company has taken various steps in technologyup gradation by way of converting of sinter fines into sale able grade fines utilizationof carbon paste in block furnace partial replacement of one grade of calcined aluminawith other grade procurement of three numbers of PLC controlled high temperature furnacesfor laboratory procurement of one number of laboratory model tilting furnace etc. YourCompany is of the view that the overall performance would improve gradually over a periodof time by using such innovative technologies.

During the year your Company has not incurred any expenditure on research anddevelopment the reason being that substantial research and development of Rs. 58.28 Lakhswas already incurred during the previous year. However your Company would carry outresearch and development activities in the future based on the radical business outlook.

C. EXPENDITURE ON RESEARCH & DEVELOPMENT (Rs. In Lakhs)
Particulars 2017-2018 2016-2017
a) Capital
b) Recurring 58.28
c) Total 58.28
d) Total R & D Expenditure as a Percentage of total turnover 0.00 % 0.24 %
D. FOREIGN EXCHANGE EARNING OUTGO: (Rs. In Lakhs)
Particulars 2017-2018 2016-2017
Foreign Exchange earned in terms of actual inflows during the year (F.O.B.) 5462.03 2417.75
Foreign Exchange outgo during the year in terms of actual outflows 1007.56 1814.61

 

For and on behalf of the Board of Directors
Sd/- Sd/-
MANUBHAI RATHOD HEMUL SHAH
WHOLE TIME DIRECTOR & CEO DIRECTOR (NON-EXECUTIVE)
(DIN: 07618837) (DIN: 00058558)
Date: 13th August 2018
Place: Mumbai