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Ravikumar Distilleries Ltd.

BSE: 533294 Sector: Consumer
NSE: RKDL ISIN Code: INE722J01012
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VOLUME 185
52-Week high 17.15
52-Week low 7.12
P/E
Mkt Cap.(Rs cr) 22
Buy Price 8.55
Buy Qty 23.00
Sell Price 9.15
Sell Qty 499.00
OPEN 8.55
CLOSE 9.00
VOLUME 185
52-Week high 17.15
52-Week low 7.12
P/E
Mkt Cap.(Rs cr) 22
Buy Price 8.55
Buy Qty 23.00
Sell Price 9.15
Sell Qty 499.00

Ravikumar Distilleries Ltd. (RKDL) - Director Report

Company director report

To

The Members

Ravi Kumar Distilleries Limited.

Your Directors have pleasure in presenting the 25th Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2018.

Financial Results:

(Rs. in lakhs)

Particulars 2017-18 2016-17
Total Revenue 7246.50 6422 .00
Profit / (Loss) before Prior period
Exceptional and Extra-Ordinary items (-) 157.41 (-) 317.00
Prior Period items -- --
Exceptional items 1321.04
Tax Expenses (-) 1.00 (-) 3.52
Profit / (Loss) for the Year (-) 156.41 (-) 323.68
Balance Carried Forward to
Balance sheet (-) 156.41 (-) 323.68

Performance of the Company during the year under review

Your Company is engaged in the business of manufacture and trade of Indian Made ForeignLiquor (IMFL) under own brand Capricorn Jean Brothers Black Berry 2 Barrels GreenMagic Chevalier Once More as well as under tie-up arrangements with other Companies.IMFL comprises of Whisky Brandy Rum Gin and Vodka. Your Company currently operatesthrough own manufacturing unit located at R.S 89/4A Katterikuppam Village MannadipetCommune Pondicherry. The Unit is equipped with infrastructure facilities and technologywhich encompasses all modern facilities for blending and bottling can undertakemanufacture of IMFL. The core competency of your Company is in house technical andformulation knowledge skilled workforce and well equipped manufacturing facilities whichenable us to manufacture a wide range of IMFL products to diverse client requirements.During the year the total Income from operations was Rs. 7246.50 lakhs compared toRs.6422 lakhs in the previous year recording a loss of (Rs.323.68 lakhs). The net loss was(Rs.156.41 lakhs) as against the loss (Rs. 323.68) lakhs in the previous year. Earning pershare is (Rs. 0.65) against (Rs. 1.30) in the previous year on a weighted average basis asper Accounting Standard 20 issued by the Institute of Chartered Accountants of India.However the Company is taking possible steps to revive the business.

Future Outlook:

During current year your Company will try to increase the sales.

Insurance:

All the properties of the Company including buildings plant and machinery and stockshave been adequately insured.

Reasons for Loss during the year:

The Loss of the company to the tune of Rs. (-) 156.41 lacs attribute is to followingmain reasons for non growth of the company:

1. Change In Excise Law

The increase of Excise Duty implemented earlier and again in September 2017 hasseverely affected the sales this year also. However the company is working on otheravenues and areas for increasing the sales.

2. Legal Cases Pertaining To The Company

The company's performance was also severely affected due to various issues andfraudulence committed by Mr. Anil Agrawal Managing Director of M/s. Comfort SecuritiesLimited M/s. Comfort Intech Limited and his associates against the Company.

Your Company has filed complaints against Mr. Anil Agrawal M/s. Comfort SecuritiesLtd. Merchant Bankers M/s. Comfort Intech Ltd. and its other group companies with thefollowing authorities.

1. A Civil Suit OS No. 103/2013 and I.A. No. 405/2013 before 2nd Additional DistrictJudge Ranga Reddy District L.B. Nagar Hyderabad with prayers: a. To rescind theagreements as being void and restore the parties back to the position prior to the MOUdated 05.09.2012. b. To declare the notice for EGM of M/s. Liquors India Limited dated05.02.2013 as null and void and illegal. The court has passed an order restraining Mr.Anil Agrawal from holding the EGM till further orders in the case of M/s.Liquors IndiaLtd. c. I.A. No. 1453 of 2013 filed with IInd Additional District Judge Ranga ReddyDistrict L.B. Nagar Hyderabad praying not to alienate encumber assets of M/s.LiquorsIndia Ltd. d. I.A. No. 1452 of 2013 filed with IInd Additional District Judge Ranga ReddyDistrict L.B. Nagar Hyderabad praying not to alter the Board.

The Court has passed interim order in IA No.1452 & 1453 not to alienate encumberassets of LIL and not to alter the Board. Mr. Anil Agrawal filed appeal in High CourtHyderabad and HC permitted to sub-lease with third parties and set aside the order oflower court regarding altering the composition of the Board of Directors of Liquors IndiaLimited with observation that “any change of composition in Appellant Companyeffected during the pendency of the suit shall be subject to the result of the same”.Aggrieved by this order your company filed SLP with the Supreme Court of India againstthe above order. The Supreme Court has permitted the sub-lease for the purpose mentionedin the Rules of A.P. Distilleries (manufacture of IMFL) Rules 2006. However the SupremeCourt has directed that the company shall not create any sub-lease for any other purposeand neither LIL nor sub-leasees can claim any right on the basis of the lease createdunder the Rules. Further Supreme Court has directed the lower court to dispose of the suitby end of June 2016. The matter is pending before the court. e. I.A. No. 654 of 2016 in OSno. 103/2013 filed with IInd Additional District Judge Ranga Reddy District L.B.NagarHyderabad praying to appoint Official Receiver conferring powers on the receiver for themanagement protection collection of profits and improvement of M/s.Liquors IndiaLimited. The Court ordered to appoint administrator. However Mr.AnilAgrawal obtained stayorder in the matter.

2. Writ Petition No. 12713 of 2014 with the Hon'ble High Court Andhra Pradesh prayingLicense of Liquors India Limited issued by the Excise Department should be cancelled andsub-lease agreement also be cancelled. High Court directed that all transactions includingfinancial transactions between Mr. Anil Agrawal and Tilaknagar Industries Limited shall bebooked and recorded faithfully pending further consideration of this W.P.M.P. No. 15944 of2014 in W.P. No. 12713 of 2014. Mr. Anil Agrawal and Tilaknagar Industries Limited shallnot create any charge or third party interest relating to the assets of Liquors IndiaLimited.

3. Your company filed a Complaint with the Commissioner of Police Hyderabad againstthe fraud and cheating committed by Mr. Anil Agrawal. The Police registered the FIRNo.248/2013 dated 23.08.2013 against Mr. Anil Agrawal and others under Section 406-IPC420-IPC 447-IPC 385-IPC 386-IPC 467-IPC 468-IPC 469-IPC 471-IPC 120B-IPC 34-IPC.Mr. Anil Agrawal filed C.P. No. 11292 of 2013 in the High Court of Hyderabad against FIRNo. 248/2013 dated 23.08.2013 and High Court passed order to complete the investigationwithout arresting Mr. Anil Agrawal and others. The complaint has been transferred to EOWCID Hyderabad for further investigation and the investigation is in progress. The HighCourt of Mumbai dismissed the writ petitions filed by Mr.AnilAgrawal his companies andassociate companies against the Demat and Bank account freeze order of EOW CIDHyderabad. Mr.AnilAgrawal again filed writ petitions in High Court Hyderabad against theDemat and Bank Account freeze order in Ranga Reddy District Court and High Court. Thematters are pending.

4. Your company filed a Complaint with EOW Mumbai for cheating and money launderingand to recover company's money of Rs. 33.73 crores. EOW registered FIR No.34/14 dated21.01.2014 under section 409 420 465 467 468 471 474 120(B). Mr. Anil Agrawal filedW.P. No. 2059 of 2014 in High Court of Mumbai and the Court directed that the FIRregistered by EOW is not maintainable since Nacharam Police Station has registered the FIRfirst.

5. Aggrieved by delay in investigation by the Hyderabad Police and order by the HighCourt Mumbai Your company filed two SLPs with the Supreme Court of India against HighCourt of Mumbai order and delay in investigation by Hyderabad Police. The Supreme Courthas directed the Investigating Authorities to take such steps as may be advised to them inaccordance with the provisions of Law.

6. Your company has filed a Complaint with SEBI Mumbai against BRLM M/s. ComfortSecurities Ltd. (DP) promoted by Mr. Anil Agrawal for violations of SEBI Regulations andothers.

7. Your company filed a Recovery suits No. SL/1135 1136 1137 and 1138 of 2013 andSL/1259 141 of 2014 filed against M/s. Ranisati Dealer Pvt.Ltd. M/s. Vibhuti MultiTrade Pvt.Ltd. M/s. GulistanVnijyaPvt.Ltd. M/s. Sukusama Trading and InvestmentsPvt.Ltd. M/s. Comfort Intech Limited and M/s. Gaungour Suppliers Pvt.Ltd.. in the HighCourt of Bombay. Matter pending before the court.

8. Your company filed a Complaint with Enforcement Directorate Mumbai to investigatethe frauds committed by Mr. Anil Agrawal and his companies. Enforcement Directorate hasinitiated enquiries against Mr. Anil Agrawal his companies and others under theprovisions of prevention of Money Laundering Act 2002 on the basis of the FIR No. 34/14dated 21.01.2014.

9. Your company filed a Complaint with RBI and Ministry of Finance to appoint officerto investigate the affair of CIL and cancel the License to act as NBFC for violating theguidelines. RBI has cancelled the NBFC Licence of Comfort Intech Limited based on forgeryand misrepresentation by CIL in some other different matter for forging and fabricatingRBI documents.

10. Your company filed a Petition Under section 111A r/w 111(4) of the Companies Actfiled before the Company Law Board Chennai in the matter of Liquor India Limited Mr.Anil Agrawal and others. CLB is dissolved and the matter transferred to NCLT Hyderabadand is pending. Your company also filed Amendment Petition including the shares which wereunder pledge with Tilak Nagar Industries. Mr.AnilAgrawal has filed appeal in NationalCompany Law Appellant Tribunal New Delhi against Amendment Petition. Matter pendingbefore NCLAT.

3. Mr. Anil Agrawal has filed complaints against the company with the followingauthorities:

(I). The Company Law Board Chennai under section 397 398 235(2) and 237(b) of theCompanies Act 1956. The Company has filed counter. CLB is dissolved. Matter transferredto NCLT and is in argument stage.

(II). Mr. Anil Agrawal filed a Counter Complaint with Hyderabad Police against Mr. R.V.Ravikumar. The Hyderabad Police have not considered the complaint since there was nosubstance. Aggrieved Mr. Anil Agrawal filed W.P. No. 7956 of 2014 filed with Hon'ble HighCourt Andhra Pradesh to register the complaint filed by him against Mr. R.V. Ravikumarwith Hyderabad Police. The Police have submitted their report to the High Court Hyderabadstating that there is no substance in the Complaint. The matter is pending before thecourt.

(III). Mr. Anil Agrawal filed a Counter Complaint with Malad Police Station Mumbaiagainst the company and its Directors. Enquiry is being conducted by the Malad Police.(IV). M/s. First Financial Services Limited Chennai filed O.S. No. 6602 of 2013 allegingmis-management of the company. The court has rejected the suit.

(V). M/s. Tilaknagar Industries Limited accused A7 A8 and A9 in the Hyderabad PoliceFIR filed W.P. No. 4945 of 2014 with the Hon'ble High Court Andhra Pradesh to stay allfurther proceedings of the FIR. The W.P. is pending for admission..

Dividend:

Considering the financial situation the Board of Directors does not recommend anyDividend for the year 2017-2018 .

Fixed deposits:

During the year under review the Company has not accepted any fixed deposits and thereare no fixed deposits which are pending repayment as on 31.03.2018

Subsidiary Companies:

Your Company does not have any subsidiary company during the year under review.

Directors:

Mrs. S. Vijayalakshmi Executive Director retires by rotation at this AGM beingeligible offer herself for re-appointment. Pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchanges brief resume of Mrs.S. Vijayalakshmi have been provided in the notice convening the Annual General Meeting.

Board Meeting

Four meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance of this Annual Report.

Policy of Directors' Appointment and Remuneration

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the board. As of 31st March 2018 the board had 6 membersthree of whom were executive or whole time and managing director and three wereindependent director. The policy of Company on director's appointment and remunerationincluding the criteria for determining qualification positive attributes and othermatters as required under sub-section 3 of section 178 of the Companies Act 2013 isavailable on Company's website.

There has been no change in the policy. We affirm that remuneration paid to thedirectors is as per the terms laid out in the Nomination and Remuneration Policy of theCompany.

Statement on declaration given by Independent Directors

Declaration by Independent Director

The Independent directors have submitted the declaration of independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 confirming that they meet thecriteria of independence provided in section 149 (6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors and a process ofevaluation was followed by the Board for its own performance and that of its Committeesand individual Directors.

The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company.

Board Evaluation

The Company has devised a policy for performance evaluation of the Board Committee andother individual directors (including independent Director) which include criteria forperformance evaluation of Executive and Non-Executive Directors. The Evaluation processinter alia considers the attendance of Directors at Board and committees meetingeffective participation domain knowledge compliance with code of conduct vision andstrategy.

The Board carried out annual performance evaluation of the Board CommitteesIndividual Directors and the Chairperson. The Chairman of the respective Committees sharedthe report on evaluation with the respective committee members. The performance of eachcommittee was evaluated by the Board based on the report on evaluation received from therespective committee. The report on performance evaluation of the Individual Directors wasreviewed by the Chairman of the Board and feedback was given to Directors.

Appointment/ Cessation of KMP

During the year under review no person were appointed/ceased as Key ManagerialPersonnel (KMP) of the Company:

Directors' Responsibility statement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3)state that (a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;(b) The directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period; (c) The Directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) The Directors had prepared the annualaccounts on a going concern basis; and (e) The Directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

Nomination & remuneration Committee

The Board constituted a Nomination and Remuneration Committee comprising of Mr. Ashok RShetty Mr. Popatlal M Kathariya and Mr. K.S.M. Rao. Refer Corporate Governance report fordetails.

Corporate Governance:

The Company has complied with the requirements of the Code of Corporate Governance asstipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance and Management Discussion and Analysis Reportis attached to this Directors' Report.

A Certificate from the Auditors of the Company regarding compliance of the conditionsof Corporate Governance as stipulated by SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to this Directors' Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance and Management Discussion and Analysis Reportwhich form an integral part of this Report together with the Certificate from Auditors ofthe Company regarding compliances with the requirements of Corporate Governance asstipulated in aforementioned Regulations.

Auditors:

The statutory auditors of the Company M/s. Ramanand & Associates Mumbai retire atthe conclusion of the ensuing Annual General Meeting. The retiring auditors have furnisheda certificate under Sec. 141 of the Companies Act2013 confirming their eligibility forreappointment. The Auditor Report for the financial year ended March 31 2018 is annexedherewith and is part of the Annual Report. The notes on financial statements referred toin the Auditors; Report are self-explanatory and do not call for any further comments.

Qualifications reservations or adverse remarks in the Auditors' report:

1. Your attention is invited to Note No. 5 ‘Advances to Suppliers' of Rs. 2900.25Lacs; which have been classified as ‘Other Non-Current Assets'; though the companyhas filed various cases against the parties and initiated action for recovery we areunable to comment on reliability/ recoverability of these debts and advances given and noprovision for Expected Credit Loss as per Indian Accounting Standards (IND AS) fordoubtful recovery of such advances is considered necessary by the company.

2. Your attention is invited to Note No. 4 Regarding ‘Investment in Liquor IndiaLimited' and ‘Advance received from ‘Lemonade Shares & Securities PrivateLimited' which is considered as disputed and no adjustment for sale thereof have beenincorporated in the financial statements by the Company. The sale agreement entered intowith ‘Lemonade Shares & Securities Private Limited' for sale of entireundertaking has been challenged and civil suit has been filed before IInd AdditionalDistrict Judge Ranga Reddy District L B Nagar Hyderabad with prayers inter-alia torescind the agreement as being void and restore the parties back to the position prior toMOU Dated 05-09-2012. The Company has also filed Company Petition in CLB now NCLTHyderabad SLP in Supreme Court of India apart from registering various complaints withPolice SEBI Enforcement Directorate. Management does not anticipate any liability onthis account and accordingly the company has not provided for diminution in value ofInvestments and not made provision for Expected Credit Loss in respect of Loan to‘Liquor India Limited' during the Financial Year 2017-18. As the matter is sub-judicewe are unable to comment whether any adjustments are needed for the recoverability ofinvestments thereof. Accordingly impact on loss for the year and investments thereof ifany is unascertainable.

3. Your attention is invited to Note No. 4 A In the absence of relevant informationregarding fair value of investments in respect of investment in shares of ‘S.V.Distilleries Private Limited' of Rs. 247.79 Lacs as on 31st March 2018; we are unable tocomment on whether any provision for diminution in value of investments thereof isnecessary.

4. Note No.7 Regarding Confirmations not obtained as of March 31 2018 in respect ofcertain financial assets such as Sundry Debtors Sundry Creditors Tie Up Parties etc. andallowance for expected credit not recognized on these financial assets even thoughindications of increase in credit risks were observed. Consequential impact on financialresults is not ascertained by the Company.

5. The Company has not complied with the provisions of IND-AS-19 regarding employeebenefits.

Directors' comments on qualifications reservations or adverse remarks of the Auditors:

1. The company has taken legal action and has also filed complaints against the partiesand the Merchant Bank Mr.Anil Agrawal. The matter is sub-judice. Further investigationsare under progress. The company confident of recovering these amounts.

2. The matter is self-explanatory. Apart from the civil suit the company has alsofiled Company Petition in NCLT and complaints with Police Authorities. The Supreme Courthas directed the Investigating Agencies to take all actions according to law and theinvestigations are in progress. The Legal proceedings are under-way. Company is confidentof succeeding in the matter.

3. The finalization of Books of accounts of M/s.S.V.Distilleries Private Limited is inprogress and the company shall submit the details and Books of Accounts at the earliest.

4. The Company has obtained confirmation of balance from most of the parties.Confirmation is yet to be received from certain parties. The Letter for confirmation toall concerned parties includes specific condition to confirm the balance within thestipulated time failing which the balance will be treated as confirmed.

5. The Company will comply with the provisions of IND-AS-19 at the earliest. Furtherthe Company has taken adequate steps to meet the Gratuity Liability as and when itaccrues.

6. The Company has taken adequate steps to appoint the Company Secretary in due course.

Extract of Annual Return

An Extract of Annual Return of the Company Pursuant to section 92(3) of the CompaniesAct 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 isgiven in Annexure “A”

Secretarial Auditor:

Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014 the Board appointed Mr. Roy JacobPracticing Company Secretary to conduct Secretarial Audit for the financial year2017-2018. The Secretarial Audit Report for the financial year ended March 31 2018 isannexed herewith: Annexure “B”

Employee Relations:

The relations between the employees and management continued to be cordial during theyear.

Particulars of Employees and related disclosures:

No employee of the company is drawing remuneration in excess of the limits set out interms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) ofthe Companies Appointment and Remuneration of Managerial Personnel) Rules 2014.

Particulars as required under section 134(3) (m) of the companies act 2013 read withthe companies (Accounts) Rules 2014:

1. Conservation of Energy Technology Absorption:

The particulars regarding the disclosure of the conservation of energy technologyabsorption as required under section 134(3) (m) of the companies act 2013 read with thecompanies (Accounts) Rules 2014 are given below.

a) Energy Conservation Measures Taken:

The Company continues to accord high priority to conserve the energy. Details of someof the measures undertaken to optimize energy conservation are. i. Installation of circuitbreakers safely and easily operative and accessible are provided in each machinery /equipment resulting in reduction of idle run. ii. Trip system in bottling lines easily andsafely operative in case of lag / fault in any equipment / machinery across the line.

iii. Recycling of wash water resulting in conservation of water and energy. iv. GravityLiquor flow system in all process areas resulting in lesser consumption of energy. v.Installation of “Turbo Vent” for Natural ventilation system in roofs of allbuildings. vi. Installation of Transparent Poly Coat Sheets in the roof resulting inavailability of natural light. b) Statement of total energy consumption and energyconsumption per unit are given as under:

Sl. No. Power and Fuel Consumption 2017-2018 2016-2017
1. Power including lighting
Units Consumed 127123 120515
Rate per Unit (in Rs.) 5.10 5.10
Amount paid (in Rs.) 648327.00 614628.00
2. Own generation by
Diesel Generator
Diesel utilized Litres 2224 1803
Unit per Litre of diesel oil generated 4.45 3.45

2. Foreign Exchange Inflow & Outgo:

a) Activities relating to Exports Initiatives taken to increase Exports Developmentsof new Export Market for products and Services and Export Plans:

The Company has not undertaken any export activities. The company is looking out forExport Opportunities.

b) Total Foreign Exchange used and earned:

Used : Nil
Earned : Nil

Risk Management

During last year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company's risk management framework; and (b) Overseeing that all the risks that theorganization faces such as strategic financial market liquidity legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks. A RiskManagement Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organizational structures processes standards code of conduct and behaviorstogether form the Risk Management System (RMS) that governs how the company conducts thebusiness of the Company and manages associated risks.

The Company has introduced several improvements to Risk Management Internal ControlsManagement and Assurance Frameworks and processes to drive a common integrated view ofrisks optimal risk mitigation responses and efficient management of internal control andassurance activities.

Particulars of loans guarantees or investments under section 186:

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statement.

Related Party Transaction under sub-section (1) of section 188:

Company during the financial year with related parties were in the ordinary course ofbusiness and on an arm's length basis. During the year the Company had not entered intoany contract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions. The Policy on materiality of related party transactions and dealing withrelated party transactions as approved by the Board is provided in the company's web site.Your Directors draw attention of the members to Note to the financial statement which setsout related party disclosures. The Company and Directors have received Adjudication Noticeunder Section 15 A(a) 15HA and 15HB and Show Cause Notice under section 11(1) 11(4) and11B from SEBI. The Company and your Directors have replied to SEBI and the Orders areawaited.

Secretarial Auditor

As required under section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. Roy & Jacob & Co. Mumbai Company Secretaries as SecretarialAuditor of the Company in relation to the financial year 2018-19. The Company has receivedtheir consent for such appointment.

Sexual Harassment

Your Company has constituted an Internal Complaint Committee as required under Section4 of Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal) Act2013. There were no incidences of sexual harassment reported during the year under review.

Particulars of Employees

In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thestatement showing the name of the employees drawing remuneration in excess of the limitspecified in the Rules are not applicable on the Company as during the period no employeeof the Company was drawing salary in excess of the limits prescribed therein.

BONUS SHARES/SHARES WITH DIFFERENTIAL VOTING RIGHT/STOCK OPTION

The Company has neither issued any Bonus Share or Shares with differential votingrights nor granted any stock options/sweat equity shares.

Acknowledgments:

The Management is grateful to the Regulatory Authorities Share holders Company'sBankers Financial Institutions Insurance Companies Investors Clients BusinessAssociates for their continued support and co-operation.

The Directors also wish to place on record their appreciation for the co-operationactive involvement and dedication of the employees.

Place: Mumbai
Date : 08.08.2018
Registered Office: For and on behalf of the Board of Directors
S1 & S2 Second Floor ‘B' Block R.V. Ravikumar
“Ameen Manors” No.138 Nungambakkam High Road Managing Director
Nungambakkam Chennai 600 034. DIN: 00336646