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Rane Brake Lining Ltd.

BSE: 532987 Sector: Auto
NSE: RBL ISIN Code: INE244J01017
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NSE 00:00 | 15 Jan 788.20 0.25
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OPEN 794.55
PREVIOUS CLOSE 788.00
VOLUME 569
52-Week high 805.55
52-Week low 294.00
P/E 25.77
Mkt Cap.(Rs cr) 624
Buy Price 786.10
Buy Qty 15.00
Sell Price 790.00
Sell Qty 30.00
OPEN 794.55
CLOSE 788.00
VOLUME 569
52-Week high 805.55
52-Week low 294.00
P/E 25.77
Mkt Cap.(Rs cr) 624
Buy Price 786.10
Buy Qty 15.00
Sell Price 790.00
Sell Qty 30.00

Rane Brake Lining Ltd. (RBL) - Director Report

Company director report

Your Board of Directors hereby present to you the Fifteenth AnnualReport covering the operational and financial performance together with the accounts forthe year ended March 31 2020 and other prescribed particulars:

1. State of Company's affairs

The impact of COVID-19 will be felt in the Financial Year 2020-21 as itis expected to further drag the slowness in the auto industry and the revival is bound tobe slow. The Company has partially resumed operations in its facilities with minimumworkforce as per the guidelines issued by the Ministry of Health and Family Welfare. TheCompany has taken steps to build in all the safety and precautionary measures across allits facilities and locations. The Company as part of the auto industry is confidentof meeting the challenges post the lockdown in ensuring the supply chain is revived andsupply is started.

As a responsible corporate citizen the Company has contributed a sumof Rs0.30 crores as part of its Corporate Social Responsibility initiatives to ChiefMinister's Relief Fund Puducherry Chief Minister's Public Relief FundTelangana and Tamil Nadu Chief Minister's Public Relief Fund in support of COVID-19pandemic relief measures.

1.1. Financial Performance

The financial highlights for the year under review are as follows:

Particulars 2019-20 2018-19
Revenue from Operations 470.98 513.89
Other Income 10.45 7.08
Profit / loss before Depreciation
Finance Costs Exceptional items and Tax Expense 70.99 74.86
Less: Depreciation / Amortisation / Impairment 26.29 24.25
Profit / loss before Finance Costs Exceptional items and Tax Expense 44.70 50.62
Less: Finance Costs 0.02 0.39
Profit / loss before Exceptional items and Tax Expense 44.68 50.22
Add / (less): Exceptional items - 0.91
Profit / (loss) before Tax Expense 44.68 49.31
Less: Tax Expense (Current & Deferred) 10.34 12.78
Profit / (loss) for the year (1) 34.34 36.53
Total Comprehensive Income / loss (2) (0.98) (0.19)
Total (1+2) 33.36 36.34
Balance of profit / loss for earlier years 45.39 44.14
Less: Transfer to Reserves (22.10) (20.31)
Less: Dividend paid on Equity Shares (11.87) (12.27)
Less: Dividend Distribution Tax (2.44) (2.52)
Balance carried forward 42.34 45.39

The Key Performance Indicators operational performance and summary onbalance sheet are furnished in page no. 2 of this annual report.

The Sales and other Operating Revenue for the FY 2019-20 droppedby 8.35% while the Profit Before Tax (PBT) decreased by 9.40% when compared to previousyear. The Earnings Per Share (EPS) for the year 2019-20 was Rs43.39 as against Rs46.15 inthe previous year.

The Company continues to be a Subsidiary of Rane Holdings Limited (RHL/ Holding Company). There was no material change or commitments affecting the financialposition of the Company between the end of the financial year of the Company and date ofthe report other than those disclosed in the financial statements section of this annualreport. There was no change in the nature of business during the year.

1.2. Appropriation

The Board of Directors declared and paid an interim dividend of 60%(i.e. Rs6.00/- per share of Rs10/- each fully paid-up) on January 23 2020 to all theeligible shareholders whose name appeared in the register of members of the Company as onFebruary 12 2020 the Record Date which was fixed for this purpose.

The Board of Directors taking into consideration the operationalperformance and financial position of the Company has recommended a final dividend of110% (i.e. Rs11/-per share of Rs10/- each fully paid-up) for approval of shareholders atthe ensuing 15th Annual General Meeting (AGM) scheduled to be held on August05 2020. The total dividend paid / payable on equity shares for FY 2019-20 including thedistribution tax and surcharge (interim only) thereon would be Rs 14.43 crores. Ondeclaration of the final dividend by the shareholders it will be paid on August 11 2020to all the eligible shareholders whose name appears in the register of members of theCompany as on July 29 2020 being the Record Date fixed for this purpose. The total ofdividend paid / payable for the FY 2019-20 would be Rs17/-. per equity share of aface value of Rs10/- each fully paid up..

The Board has retained Rs42.34 crores as surplus in the profit and lossaccount and has not transferred any amount to the General Reserves for FY 20-21.

1.3. Credit Rating

The Company's financial management and its ability to servicefinancial obligations in a timely manner has been re-affirmed by ICRA by its ratingsduring the year under review. Credit rating details have been disclosed to stock exchangesand made available in the website of the Company in a timely manner. The CorporateGovernance section of this annual report carries the details of credit rating.

1.4. Share capital

During the year under review there was no change in capital structureof the Company and as at the year ended on March 31 2020 the paid up capital of theCompany stood at Rs 79149800 consisting of 7914980 equity shares of Rs10/- eachfully paid-up.

1.5. Management Discussion & Analysis

The business of your Company is manufacturing and marketing of autocomponents for transportation industry viz. friction material (Disc Pads Brake ShoesClutch Facings Clutch Buttons Brake Linings and Brake Blocks). The analysis on theperformance of the industry the Company internal control systems risk management arepresented in the Management Discussion and Analysis report forming part of this report andare provided in ‘Annexure A'.

1.6. Subsidiaries Associate and Joint Venture Companies

The Company does not have any subsidiary associate or joint venture.There was no Company which has become or ceased to be Company's subsidiary Jointventure or associate Company during the financial year 2019-20.

2. Board of Directors Committees and Management 2.1. Composition

The composition of the Board of Directors and its Committees viz.Audit Committee Nomination and Remuneration Committee Stakeholders' RelationshipCommittee and Corporate Social Responsibility Committee are in accordance with CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(SEBI LODR) wherever applicable. The Board of Directors have also constituted anExecutive Committee and a Finance Committee. The Corporate Governance Report given in‘Annexure E' contains an overview of the role terms of reference meetings andcomposition of the Board of Directors of the Company and its Committees.

During the year under review:

• Mr. Parvataneni Santosh Kumar (DIN:00267280) IndependentDirector retired as per the retirement policy of the Company with effect from conclusionof the Board meeting held on May 22 2019. Consequently his membership in the AuditCommittee and Nomination and Remuneration Committee also ceased with effect from the saiddate. The Board places on record its appreciation for the services rendered by Mr.Parvataneni Santosh Kumar during his association with the Company as an IndependentDirector.

• Mr. Krishna Kumar Seshadri (DIN 00062582) joined the Board ofDirectors as an Independent Director.

The Members of the Company at their 14th AGM held on July25 2019 approved his appointment in first term effective from May 22 2019 till theconclusion of 16th AGM or May 21 2021 whichever is earlier.

• Mr. Vinay Lakshman (DIN:07295820) Managing Director resigneddue to personal reasons with effect from close of business hours on January 23 2020. TheBoard places on record its appreciation for his contributions towards significantimprovements in profitability growth and customer relationships during his tenure as aManaging Director and also acknowledges that he was instrumental in positioning theCompany as a strong market leader and enhancing the strategic alliance with theCompany's technology partner.

• Mr. Suresh Chandra Gupta (DIN:02085068) in view of attainingthe age of 75 years retired as an Independent Director as per the retirement policy ofthe Company effective from the conclusion of the Board meeting held on March 19 2020.Consequent to his retirement the Board also re-constituted the Audit CommitteeNomination and Remuneration Committee (NRC) and Corporate Social Responsibility (CSR)Committee on which he served as a member. The Board places on record its appreciation forthe valuable advice and guidance rendered by him during his tenure especially on variousstrategic matters.

The terms and conditions of appointment of Independent Directors areavailable at weblink: http://ranegroup.com/rbl_investors/terms-of-appointment-of-independent-directors/.

All the Directors have affirmed compliance with the Code of Conduct ofthe Company. The Independent Directors have further affirmed that they satisfy thecriteria laid down under section 149(6) of the Companies Act 2013 (Act) and Regulation 25and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI LODR) as amended from time to time. The Board of Directors at itsfirst meeting of the FY 2019-20 has taken on record the declarations and confirmationssubmitted by the Independent Directors.

During the year the Board had not appointed any person as an AlternateDirector for an Independent Director on the Board. The Company has obtained a certificatefrom a Company Secretary in Practice that none of the Directors on the Board of theCompany has been debarred or disqualified from being appointed or continuing as Directorsof Companies by the SEBI/ Ministry of Corporate Affairs or any such statutory authority.

2.2. Retirement by rotation

Mr. Lakshman Lakshminarayan (DIN:00012554) retires by rotation at theensuing 15th AGM being eligible he offers himself for re-appointment. Theproposal for re-appointment of Mr. L Lakshman as a Director is included in thenotice convening the 15th AGM.

2.3. Board and Committee Meetings

The schedule of meetings of the Board of Directors and Committees ofthe Board is circulated to the Directors in advance. During the year five (5) BoardMeetings were convened and held the details of which are given in the CorporateGovernance Report. The gap between any two consecutive meetings of the Board of Directorswas less than 120 days. The details of Committee meetings are provided in the CorporateGovernance Report.

2.4. Meeting of Independent Directors

A meeting of Independent Directors was held to assess the qualityquantity and timeliness of flow of information between the management and the Board. TheIndependent Directors expressed that the current flow of information and contents weregood to effectively perform their duties. They also reviewed the performance of thenon-Independent Directors and the Board as a whole and the performance of the Chairman ofthe Company taking into consideration the views of the Non-Executive Directors.

2.5. Board Evaluation

During the year the Board carried out an annual evaluation of itsperformance as well as of the working of its Committees and individual Directorsincluding Chairman of the Board. This exercise was carried out through a structuredquestionnaire as per the criteria laid down by Nomination and Remuneration Committee. Theperformance evaluation of Chairman was also reviewed by Independent Directors at theseparate meeting of Independent Directors held during the year.

The evaluation methodology questionnaire and process for evaluation ofthe Board as a whole was judiciously formulated to take detailed insights or views of thedirectors on strategic areas like:

• Scope and adequacy of risk management framework;

• Effectiveness of the succession planning and leadershipdevelopment initiatives;

• Robustness of the internal audit and statutory compliancepractices;

• Information Technology security including cyber securitysystems;

• Comprehensiveness of the Board agenda materials.

The Chairman's evaluation was carried out with an unbiasedapproach through peer evaluation seeking detailed views on the performance areas likedriving business goals board room interactions making organization future readycontribution in terms of active management and connecting with long term strategic values.All the directors were also subject to peer evaluation mainly on aspects relating toindependence understanding of the automotive sector commitment towards corporategovernance and developing a healthy Board.

Focus on making the organisation future ready and contribution in termsof active engagement and connect with the long term strategic values of the Company wereconsidered as additional aspects in the evaluation of the Managing Director.

The outcome of the evaluation is also generally considered by theNomination and Remuneration Committee while considering re-appointments of Directors onthe Board and appointment in various Committees. The key areas of improvement emergingthrough this exercise was discussed by the Chairman with the other Board members and theaction plans were initiated on matters of strategic and long term importance successionplanning leadership developments and IT initiatives.

2.6. Familiarisation program for Independent Directors

The familiarisation program for Independent Directors are available atthe weblink: http://ranegroup.com/rbl_investors/familiarisation-programme-for-independent-directors/.

2.7. Key Managerial Personnel

During the year Mr. Vinay Lakshman ceased to be the Managing Directorof the Company. Consequently the Board of Directors based on the recommendations of NRChad appointed Mr. R Balakrishnan President as ‘Manager' with effect fromJanuary 24 2020 pursuant to Section 196 203 and other applicable provisions of theCompanies Act 2013. His appointment as a Manager is subject to the approval of theshareholders at the ensuing AGM.

As at the year ended March 31 2020 Mr. R Balakrishnan President& Manager Mr. M A P Sridhar Kumar Senior Vice President – Finance & ChiefFinancial Officer (CFO) and Mr. Venkatraman Secretary hold the office of Key ManagerialPersonnel (KMP) respectively within the meaning of Section 2(51) of the Companies Act2013.

2.8. Remuneration policy

The policy contains criteria for determining positive qualificationspositive attributes independence of a Director and also covers aspects of remunerationwhich is reasonable and sufficient to attract retain and motivate Directors / highpotential employees to run the company successfully. The policy on appointment andremuneration of Directors KMP and Senior Management Personnel (SMP) as laid down by theNRC of the Board is available at the web-link at https://ranegroup.com/rbl_investors/policy-on-appointment-remuneration-of-directors-kmp-smp/.

In accordance with the said policy approval was obtained from theshareholders in terms of Regulation 17(6)(ca) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI LODR) at the 14th AGM held onJuly 25 2019 for payment of commission to Mr. L Ganesh Chairman an amount exceeding50% of total annual remuneration payable to other Non-Executive Director for the FY2019-20. The details of remuneration paid / payable to the Directors during the financialyear 2019-20 is furnished in the Corporate Governance Report annexed to this report of theBoard.

3. Audit and allied matters 3.1. Audit Committee

The terms of reference and meetings of the Audit Committee aredisclosed in the Corporate Governance Report section of the annual report. The AuditCommittee of the Board acts in accordance with the terms of reference which is incompliance with the provisions of Section 177 of the Companies Act 2013 (Act) andRegulation 18 of SEBI LODR and other applicable provisions of SEBI LODR as amended fromtime to time.

3.2. Statutory Auditor

M/s. Varma & Varma Chartered Accountants (Varma & Varma) werere-appointed by the shareholders at the 12th AGM held on August 23 2017 for asecond term of five consecutive years commencing from the conclusion of 12thAGM (2017) till 17th AGM (2022).

Varma & Varma have confirmed that they do not suffer from anydisqualification under Section 141 of the Companies Act 2013 and the rules madethereunder. Varma & Varma has also submitted the peer review certificate issued tothem by The Institute of Chartered Accountants of India.

Varma & Varma has not reported any matter under Section 143(12) ofthe Companies Act 2013 requiring disclosure under Section 134(3)(ca) of the CompaniesAct 2013. The Statutory Auditors report to the members for the year ended March 31 2020does not contain any qualification reservation adverse remark or disclaimer.

3.3. Cost Audit & Maintenance of cost records

The Company maintains cost records as prescribed by the CentralGovernment under Section 148(1) of the Act in respect of certain specified productsmanufactured by it. However the requirement for appointment of Cost Auditor and CostAudit under Companies (Cost Records and Audit) Rules 2014 is not applicable to theCompany.

3.4. Secretarial Auditor

M/s. S Krishnamurthy & Co. a firm of Company Secretaries inPractice have been appointed by the

Board of Directors in terms of Section 204 of the Companies Act 2013as Secretarial Auditors for the FY 2019-20. The Secretarial Audit report given in ‘AnnexureB' was taken on record by the Board of Directors at its meeting held on June 172020. The report does not contain any qualification reservation adverse remark ordisclaimer.

The Annual Secretarial Compliance Report (hereinafter referred to as‘compliance report') for FY 2019-20 issued by M/s. S Krishnamurthy &Co. confirms compliance with securities laws applicable to the Company and the same hasbeen taken on record by the Board of Directors at their meeting held on June 172020. The compliance report does not contain any qualification reservation adverseremark or disclaimer and the Board has approved filing of the same with the stockexchanges.

3.5. Internal Auditor

M/s. Capri Assurance and Advisory Servicies a firm of independentassurance service professionals continues to be the Internal Auditor of the Company.Their scope of work includes review of processes for safeguarding the assets of theCompany review of operational efficiency effectiveness of systems and processes reviewof statutory and legal compliances with applicable statutes / laws and assessing theinternal control strengths in all these areas. Internal Auditor findings are discussedwith the process owners and suitable corrective actions taken as per the directions of theAudit Committee on a regular basis to improve efficiency in operations. The InternalAuditor reports directly to the Audit Committee and the Audit Committee while reviewingtheir performance scope functioning periodicity and methodology for conducting theinternal audit has taken into consideration their confirmation to the effect that theirinfrastructure viz. internal audit structure staffing and seniority of the officialsproposed to be deployed etc. which are adequate and commensurate to the scopefunctioning periodicity and methodology for conducting the internal audit.

For FY 2019-20 the Audit Committee has inter-alia taken on recordtheir certification to the effect that:

a. They have evaluated the internal control systems and risk managementsystems and reviewed the risk management systems and the management's process ofidentification and mitigation of risks and controls;

b. There were no significant findings requiring follow-up there on andthere were no matters of suspected fraud or irregularity or a failure of internal controlsystems of material nature requiring investigation or reporting to the Audit Committee /Board;

c. Internal control systems of the Company for financial reporting areadequate and are operating effectively throughout the year;

d. There were no deficiencies in the design or operation of internalcontrols;

e. There were no significant changes in the internal control overfinancial reporting during the year under review;

f. There were no instances of fraud or involvement therein ofmanagement or an employee having a significant role in the entity's internal controlsystem over financial reporting; and

g. The Company has a proper system for ensuring compliance with allapplicable laws and the same is adequate and working effectively.

4. Directors' Responsibility Statement

In terms of Section 134(3)(c) read with section 134(5) of the CompaniesAct 2013 the Directors to the best of their knowledge and belief based on theinformation and explanations obtained by them confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards had been followed and there were no material departures;

b) they had selected such accounting policies and applied themconsistently and made judgements and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

c) they had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company preventing and detecting fraud and other irregularities;

d) they had prepared the financial statements for the financial year ona ‘going concern' basis;

e) they had laid down internal financial controls to be followed by theCompany and such internal financial controls were adequate and were operating effectively;and

f) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.

5. Related Party Transactions (RPT)

All RPT that were entered into during the financial year were on anarm's length basis and were in the ordinary course of business. There are nomaterially significant RPT entered into by the Company with related parties which may havepotential conflict with the interest of the Company at large.

All RPT are placed before the Audit Committee for approval. Prioromnibus approval of the Audit Committee has been obtained for the transactions which areforeseen and repetitive in nature. The transactions entered into pursuant to the omnibusapproval so granted are reviewed by the Audit Committee on a quarterly basis.

The Company has put in place a proper system for identification andmonitoring of such transactions. Save as disclosed in this report none of the Directors orKey Managerial Personnel has any pecuniary relationships or transactions with the Company.The policy on RPT as approved by the Board is available at the weblink:http://ranegroup.com/rbl_investors/policy-on-related-party-transactions/.

None of the Directors or Key Managerial Personnel or Senior ManagementPersonnel has any material financial and commercial transactions (except in respect oftheir remuneration) which may have potential conflict with interest of the Company atlarge.

6. Corporate Social Responsibility (CSR)

The Rane Group's vision on Corporate Social Responsibility (CSR)is: "To be a socially and environmentally responsible corporate citizen". TheCSR activities of Rane Group focus on four specific areas viz. (a) Education (b)Healthcare (c) Community Development; and (d) Environment.

The CSR Committee of the Board is responsible for recommending CSRprojects and activities to the Board in line with the CSR policy. The CSR committeemonitors and reviews the implementation of CSR activities periodically.

The CSR activities undertaken by the Company are in line with the CSRPolicy and recommendations of the CSR Committee comprising Mr. L Lakshman CommitteeChairman Mr. L Ganesh Chairman of the Board and Mr. Anil Kumar V Epur IndependentDirector as its members. During the year Mr. Suresh Chandra Gupta upon his retirementfrom the Board ceased to be a member of the CSR Committee and Mr. Anil Kumar V Epur wasinducted into the CSR Committee as a member effective March 19 2020.

During the year the Company has contributed a sum of Rs1.08 crores onvarious CSR activities as per the CSR policy and recommendations of the CSR Committee. The‘Annexure C' to this report contains the annual report on CSR activities of theCompany for FY 2019-20. The CSR policy of the Company is posted on our website at theweb-link http://ranegroup.com/rbl_ investors/corporate-social-responsibility-policy/.

7. Energy conservation technology absorption and foreign exchangeearnings and outgo

The ‘Annexure D' to this report contains the information onconservation of energy technology absorption and foreign exchange earnings and outgo asrequired under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014.

8. Particulars of Directors Key Managerial Personnel and Employees

The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of Directors Key Managerial Personnel (KMP) and Employees of the Company areprovided as ‘Annexure' to this report.

9. Corporate Governance Report

Your Company is committed to maintaining the highest standards ofcorporate governance and effective compliance with the regulatory norms under the SEBIregulations and other laws and regulations applicable to the Company. The CorporateGovernance Report and the certificate issued by the Statutory Auditors are available in‘Annexure E' to this report.

10. Business Responsibility Report

The Business Responsibility Report as applicable to the Company interms of Regulation 34(2) of SEBI LODR for the FY 2019-20 is provided in ‘AnnexureG' to this report. The Company practices various business responsibility initiativesas per the Business Responsibility framework of the Rane Group. This framework isdeveloped and steered at Rane group under the able leadership and guidance of Mr. LGanesh Chairman of Rane Group who is also responsible for the implementation of theBusiness Responsibility initiatives.

11. Risk Management

The Company has laid down well-structured procedures for monitoring theRisk Management plan and implementing risk mitigation measures and it has been elaboratelydiscussed under the Management Discussion and Analysis Report which forms part of theannual report.

12. Other disclosures

a) Details of loan guarantees and investments under the provisions ofSection 186 of the Companies Act 2013 if any are given in the notes to the financialstatements

b) The Internal control systems and adequacy are discussed in detail inthe Management Discussion and Analysis annexed to the Directors Report.

c) There was no significant material order passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.

d) The policies approved and adopted by the Board have been madeavailable on the corporate governance section of the Investor page on the website of theCompany viz. www.ranegroup.com.

e) The extract of the Annual Return under Section 92(3) of theCompanies Act 2013 in form MGT-9 is available on the website of the Company at www.ranegroup.comand in ‘Annexure F' to this report.

f) The Company has complied with the applicable secretarial standardsviz. SS-1 on meetings of board of directors and SS-2 on general meetings issued byInstitute of Company Secretaries of India as per section 118(10) of the Companies Act2013.

g) The details regarding shares and dividend transferred / proposed tobe transferred to the Investor Education and Protection Fund (IEPF) and other relevantdetails in this regard have been provided in the corporate governance section of thisannual report.

h) The Company does not accept any deposits falling under theprovisions of section 73 of the Companies Act 2013 and the rules framed thereunder.

i) The Company has established a formal vigil mechanism named‘Rane Whistle Blower Policy' for reporting improper or unethical practices oractions which are violative of the code of conduct of the Company. The policy which isalso available on the intranet portal of the Company provides adequate safeguard againstvictimisation and has provided direct access to the Chairman of the Audit Committee for bythe employees and state their complaints / grievances.

j) The Company has always provided a congenial atmosphere for work thatis free from discrimination or harassment and has provided equal opportunities ofemployment to all irrespective of their caste religion colour marital status andgender.

The Company believes that women should be able to do their work in asafe and respectful environment that encourages maximum productivity. The Company has azero tolerance towards sexual harassment. The Company has adopted a policy on preventionof sexual harassment of women at work place and put in place proper disseminationmechanism across the Company. The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the period thedetails of complaints received / resolved or pending are as under: No. of complaintsreceived during the financial year – Nil No. of complaints disposed during thefinancial year – Nil

No. of complaints pending as of end of the financial year – Nil

k) The electronic copies of the annual report and the notice conveningthe 15th AGM would be sent to the members whose e-mail addresses are registeredwith the Company or their respective Depository Participants (DP). In terms of GeneralCirculars no. 14/2020 dated April 08 2020 17/2020 dated April 13 2020 and 20/2020.datedMay 05 2020 issued by the Ministry of Corporate Affairs (MCA) read with SEBI circular no.SEBI/HO/CFD/CMD1/ CIR/P/2020/84 dated May 12 2020 the Company has not printed physicalcopies of annual report for distribution. The full Annual Report shall be made availableon the website of the Company and also shall be disseminated to the stock exchanges whereshares of the Company are listed. l) Annual General Meeting

In view of government advisories on travel and public gatherings tocombat the prevailing COVID-19 pandemic and to support the health and well-being of allstakeholders the 15th AGM would be conducted through video conferencing orother audio visual means on August 5 2020 at 15:00 hrs IST as per the framework notifiedby Ministry of Corporate Affairs. The notice convening the 15th AGM shallcontain detailed instructions and notes in this regard.

Acknowledgement

We thank our customers investors suppliers vendors bankersgovernment and regulatory authorities and other business associates for their continuedsupport in successful performance of the Company. We place on record our appreciation forthe committed services of all our employees.

For and on behalf of the Board
Harish Lakshman Ganesh Lakshminarayan
Director Chairman
DIN: 00012602 DIN: 00012583
Chennai
June 17 2020

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