You are here » Home » Companies » Company Overview » RCI Industries & Technologies Ltd

RCI Industries & Technologies Ltd.

BSE: 537254 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE140B01014
BSE 00:00 | 13 Sep 29.85 0.55
(1.88%)
OPEN

29.85

HIGH

29.85

LOW

29.85

NSE 05:30 | 01 Jan RCI Industries & Technologies Ltd
OPEN 29.85
PREVIOUS CLOSE 29.30
VOLUME 1491
52-Week high 117.00
52-Week low 20.25
P/E 2.36
Mkt Cap.(Rs cr) 40
Buy Price 29.85
Buy Qty 16315.00
Sell Price 29.25
Sell Qty 180.00
OPEN 29.85
CLOSE 29.30
VOLUME 1491
52-Week high 117.00
52-Week low 20.25
P/E 2.36
Mkt Cap.(Rs cr) 40
Buy Price 29.85
Buy Qty 16315.00
Sell Price 29.25
Sell Qty 180.00

RCI Industries & Technologies Ltd. (RCIINDUSTRIES) - Director Report

Company director report

TO

THE MEMBERS

Your Directors have pleasure in presenting the 27th (Twenty Seventh) AnnualReport on the business and operations of the Company together with the audited accountsfor the financial year ended March 31 2018.

FINANCIAL RESULTS

The financial performance of your Company for the financial year ended March 31 2018is summarized below:-

Particulars

Standalone - Year Ended*

Consolidated - Year Ended*

Year ended on 31st March 2018 Year ended on 31st March 2017 Year ended on 31st March 2018 Year ended on 31st March 2017
Revenue from Operations' 16204652033 14059591029 20373487421 17567915388
Other Income 46866996 22257521 66816957 22284591
Total Income 16251519028 14081848551 20440304378 17590199980
Total Expenses 16024854660 13976177594 20036566055 17196863843
Profit/(Loss) before extraordinary items and tax 226664368 105670956 403738322 393336137
Less: Tax Expenses:
Current Tax 68359407 28822170 68363086 28843317
Deferred Tax 7367811 6082863 7367586 6116984
Minimum Alternate Tax - - (21147)
Profit/{Loss) for the period 150937150 70765924 328007651 358396983

*The above figures are extracted from the audited standalone and consolidated financialstatements as per Indian Accounting Standards (IND AS). The financial statements for2016-17 have been re-drawn as per IND AS. Accordingly the figures stated above for2016-17 may not be comparable with financials for 2015-16 approved by the Directors videReport dated 2nd September 2017.

There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which affects the financial position ofthe Company.

RESERVES & SURPLUS

The Company's reserve & surplus for the financial year ended March 31 2017 is Rs.1031122004 as compared to the previous year it was 896507218.

DIVIDEND

Based on the Company's performance your Directors are pleased to recommend a FinalDividend of Rupee 0.50/- per equity share of face value of Rs. 10/- each for the yearended 31st March 2018. The Interim Dividend of Rupee 0.50/- per equity sharewas paid on 22nd December 2017.

The Final Dividend subject to the approval of Members at the Annual General Meeting on20th July 2018 will be paid within 30 days from the date of its declarationto the members whose names appear in the Register of Members after giving effect to allvalid share transfer requests lodged with the Company or its Register & Share TransferAgents (R&T Agents) viz. Bigshare Services Private Limited as of the close of businesshours on July 13 2018.

The Board of Directors has declared Interim Dividend of Rupee 0.50/- per equity shareon 28th November 2017 and was paid on 22nd December 2017. Thetotal dividend for the financial year 2017-18 (including the proposed Final Dividend)aggregates to 10% of the face value of the equity shares.

BUSINESS PERFORMANCE REVIEW

Your Company achieved an all-time high performance both in the turnover and itsprofits. The gross revenues touched Rs. 16251519028* and the profit after taxesrecorded was Rs. 150937150*. Your Company coupled high level of modernization withconcentrated efforts of both Management and employees the whole hearted support of Bankssuppliers and customers to attain these levels of performance. The earnings per equityshare (of face value Rs. 10) for the year 2017-18 has increased from Rs. 6.18 to Rs.11.23. During the year under review your Company has entered into B2C segment forproduction of copper cables/electrical wires under the brand name "RIKAYAA".which will improve the profitability and future prospects of the Company.

Note: The above figures are extracted from the audited standalone financial statements.

Future Prospects

The enhanced capacity of 24000 MT in a manufacturing unit located in Baddi HimachalPradesh is expected to be operational in FY19. The Company plans to foray into valueadded segments of defence and the mint in an endeavor to enhance profitability. Thecapacity verification and other technical eligibility of the plant have been successfullycarried out and very soon your Company will be supplying materials to the ordinancefactory katni Ministry of Defence Government of India.

At a sectoral level there exists tremendous growth potential for copper in India. Thiswill come from sectors like power telecom automobile railway defence etc. Reportsindicate that the domestic copper usage will double in India by next decade driven byGovernment initiatives and increased consumption. Barring unforeseen circumstances thecompany is confident of achieving better results in the current year.

SUBSIDIARIES AND ASSOCIATES

Subsidiary in Dubai

Your Company upon the approval of Board of Directors incorporated a wholly ownedsubsidiary in Dubai Multi Commodities Centre Authority under the name and style of"RCI World Trade Link DMCC for trading of Ferrous and Non-Ferrous Metal products onFebruary 10 2014 with a share capital of AED

50000 divided into 50 shares of value AED 1000 each. RCI World Trade Link DMCC hascommenced the operations under the requisite licenses and permissions obtained fromregulatory authorities.

Subsidiary in India

Your Company upon the approval of Board of Directors incorporated a wholly ownedsubsidiary under the name and style of "RCI Skills & Social Development PrivateLimited'' for providing Vocational training Skills and other Social Developmentactivities towards CSR on September 29 2014 with a paid- up share capital of Rs. 100000divided into 10000 equity shares of Rs. 10 each.

Associate Companies

Your Company has 2 Associate Companies in the name of "Metalrod PrivateLimited" and "Ace Matrix Solutions Limited" as at March 31 2017.

Consolidated Financial Statements

In compliance with the applicable provisions of the Companies Act 2013 and IndianAccounting Standard (IND AS)-110 on consolidated financial statements the Auditedconsolidated financial statement for the financial year ended March 31 2018 is providedin this Annual Report.

Pursuant to Section 129(3) of the Companies Act 2013 and Indian Accounting Standard-110 issued by the Institute of Chartered Accountants of India Consolidated LinancialStatements presented by the Company include the Linancial Statements of its Subsidiaries.

The company has not consolidated the financial statement of the associates companies(viz. Metalrod Private Limited and Ace Matrix Solutions Limited) as the applicableaccounting standard for the time being in force exempts the consolidation of financialstatement of such associates because the investment in shares of associates was acquired/made as stock in trade and the intention of such investment was to dispose of the same innear future and further Section 129 (3) of the Companies Act 2013 read with first provisoto Rule 6 of Companies (Accounts) Rules 2014 which states that in case of a companycovered under sub section (3) of section 129 which is not required to prepare consolidatedfinancial statements under Accounting Standards it shall be sufficient if the companycomplies with provision of Consolidated Linancial Statements provided in Schedule III ofthe Act and the company has duly complied with provision of Schedule III of the Act bydisclosing the name of associates not consolidated and reason thereof as mentioned above.

Lurther a separate statement containing the salient features of the financialstatements of subsidiaries and Associates of the Company in the prescribed form AOC-1 hasbeen disclosed in the Consolidated Linancial Statements. In terms of provisions of Section136 of the Companies Act 2013 the Company shall place separate audited accounts of theSubsidiary Companies on its website.

The Company will make available physical copies of these documents upon request by anyshareholder of the Company/ subsidiary interested in obtaining the same.

These documents shall also be available for inspection at the registered office of theCompany during business hours up to the date of ensuing AGM.

SHARE CAPITAL

During the year under review the Company has increased its Authorised Share Capitalfrom Rs. 150000000 (Rupees Lifteen Crore only) divided into 15000000 (One Crore FiftyLac) Equity Shares of Rs. 10/- each to Rs. 250000000 (Rupees Twenty Live Crore) dividedinto 25000000 (Two Crore Fifty

Lac) Equity Shares of Rs. 10/- each vide special resolution passed through PostalBallot dated 28th March 2018.

Further there were no change in the Issued Subscribed and Paid-up Share Capital ofyour Company. Hence the Paid-up Share Capital of the Company is Rs. 134364150.

LISTING

Your Company's fully paid-up equity shares continue to be listed and traded on BSELimited ('BSE'). The said Stock Exchange has nation-wide trading terminals and hencefacilitates the Shareholders/Investors of the Company in trading the Shares. The Companyhas paid the annual listing fee for the Financial Year 2018-19 to the said Stock Exchange.

COMPULSORILY CONVERTIBLE DEBENTURES

Your Company has allotted 560000 Unsecured Zero Coupon Compulsorily ConvertibleDebentures of Rs. 900/- each to Promoters/Non-Promoters for an aggregate amount of Rs.504000000 (Rupees Fifty Crore Forty Lakh only) by way of Preferential Allotment onPrivate Placement Basis which shall be converted into Equity Shares of Rs. 225/- each (1CCD=4 Equity Shares) on or before completion of 18 months from the date of their allotmentviz. 31.03.2018.

DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited ('NSDL') andCentral Depository Services (India) Limited (CDSL). the Depositories for facilitating themembers to trade in the fully paid up equity shares of the Company in Dematerialized form.The Annual Custody fees for the Financial Year 2018-19 has been paid to both theDepositories.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Statement for the year under review as providedunder Listing Regulations is separately attached hereto and forms a part of this AnnualReport.

CORPORATE SOCIAL RESPONSIBILITY

The applicability of concept of Corporate Social Responsibility on the Companycommenced from the financial year 2016-17 as the turnover of the Company crossed Rs.1000 Crore in the financial year 2015-16. Accordingly pursuant to Section 135 of theCompanies Act 2013 the Company has constituted a Corporate Social ResponsibilityCommittee (CSR Committee). The CSR Committee comprises of two Independent Directors andthe Managing Director. The Committee had given their recommendation to incur the CSRexpenses through its wholly owned subsidiary named RCI Skills & Social DevelopmentPrivate Limited" and identified the areas of Vocational Skills especially amongchildren as specified under Schedule VII of the Companies Act 2013 as primary focus area.However during the financial year 2016-17 the subsidiary company has applied variousgovernments tender related to said vocational skills but all the tenders got rejected ontechnical grounds. Hence requisite amount of CSR expenditure could not be spent. Howeveryour Company has committed to spend the consolidated amount of CSR for both current andprevious financial year during the financial year 2017-18 in order to comply with theCompanies Act 2013 in true spirit.

Accordingly your Company has spent Rs. 35 Lakh in the financial year 2017-18. TheAnnual Report on CSR Activities is attached as ‘ANNEXURE-5'.

POSTAL BALLOT

During the year under review your Company sought the approval of the Shareholders onthe following resolutions vide Postal Ballot Notice dated 22nd February 2018:

• Ordinary Resolution for Increase in Authorised Share Capital and Alteration ofthe Capital Clause in the Memorandum of Association.

• Issue and Allotment of Compulsorily Convertible Debentures and Equity Sharesarising on conversion of Compulsorily Convertible Debentures.

The said notice along with Postal Ballot Form were duly sent to the Shareholders andyour Company also offered E-Voting facility as an alternate option for voting by theShareholders which enabled them to cast their votes electronically instead of PhysicalPostal Ballot Form. The results on the voting conducted through Postal Ballot process weredeclared on 28th March 2018.

The procedure prescribed under Section 110 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 was adopted for conducting thePostal Ballot.

Further details related to the Postal Ballot procedure adopted voting pattern andresult thereof have been provided under the General Body Meetings Section of 'Report onCorporate Governance'.

CORPORATE GOVERNANCE

Corporate Governance refers to a set of systems procedures and practices which ensurethat the company is managed in the best interest of all corporate stakeholders i.e.shareholders employees suppliers customers and society in general. Fundamentals ofCorporate Governance include transparency accountability and independence.

Your Company views Corporate Governance more as a way of business life than a merelegal obligation. The Company has adopted various practices of governance confirming tohighest ethical and responsible standard of business globally benchmarked. Strong andeffective implementation of governance practices in the Company have been rewarded interms of improved share valuations stakeholder's confidence market capitalization etc.

A certificate from Practising Company Secretary regarding compliance of the conditionsof Corporate Governance as stipulated under Schedule V of the Listing Regulations isattached as 'ANNEXURE-8' and forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

As on 31st March 2018 your Board comprises of 4 Directors including 2 IndependentDirectors.

Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every AGM.Consequently Mr. Rajeev Gupta (DIN 00503196) Director will retire by rotation at theensuing AGM and being eligible offer himself for re-appointment in accordance withprovisions of the Companies Act 2013.

A brief resume of the Director proposed to be re-appointed the nature of his expertisein specific functional areas names of companies in which he holds Directorshipscommittee memberships/chairmanships their shareholding etc. are furnished in theexplanatory statement to the notice of the ensuing AGM. The Directors recommend hisre-appointment at the ensuing AGM.

Further there were no changes in the Directorship of the Company.

The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and the ListingRegulations.

Board Diversity

As on March 31 2018 your Board comprises of 4 Directors including 2 IndependentDirectors and 1 Woman Director. The Company recognizes and embraces the importance of adiverse Board in its success. The Board has also adopted the Board Diversity Policy.

Board Meetings

The Board met 16 times during the Financial Year 2017-18 the details of which aregiven in the Corporate Governance Report which forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013 and Listing Regulations.

Key Managerial Personnel

In compliance with the requirements of Section 203 of the Companies Act 2013 Mr.Rajeev Gupta Managing Director and Chairman Mr. Abhishek Kedia Company Secretary andMr. Inder Prakash Saboo Chief Financial Officer of the Company are the Key ManagerialPersonnel of the Company.

Further there were no changes in the Key Managerial Personnel of the Company.

Policy on Directors' appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act 2013 the Policyon appointment of Board members including criteria for determining qualificationspositive attributes independence of a Director and the Policy on remuneration ofDirectors KMP and other employees is attached as -ANNEXURE- 2' to this Report.

It is thereby affirmed that remuneration paid to the Directors Key ManagementPersonnel and other employees is as per the Remuneration Policy of the Company.

Performance Evaluation of the Board its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act 2013 and the SEBI (LODR) 2015the Board in consultation with its Nomination & Remuneration Committee hasformulated a framework containing inter-alia the criteria for performance evaluation ofthe entire Board of the Company its Committees and Individual Directors includingIndependent Directors.

A structured questionnaire has been prepared covering various aspects of thefunctioning of the Board and its Committee such as adequacy of the constitution andcomposition of the Board and its Committees matters addressed in the Board and Committeemeetings processes followed at the meeting Board's focus regulatory compliances andCorporate Governance etc.

Similarly for evaluation of Individual Director's performance the questionnairecovers various aspects like his/ her profile contribution in Board and Committeemeetings execution and performance of specific duties obligations regulatorycompliances and governance etc. Board members had submitted their response on a scale of5 (excellent) - 1 (poor) for evaluating the entire Board respective Committees of whichthey are members and of their peer Board members including Chairman of the Board. TheIndependent Directors had met separately without the presence of Non-Independent Directorsand the members of management and discussed inter-alia the performance ofnon-independent Directors and Board as a whole and the performance of the Chairman of theCompany after taking into consideration the views of executive and Non-ExecutiveDirectors.

The Nomination and Remuneration Committee has also carried out evaluation of everyDirector's performance. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

Familiarisation Programme for Independent Directors

The Company conducts Familiarization Programme for the Independent Directors to enablethem to familiarize with the Company its management and its operations so as to gain aclear understanding of their roles rights and responsibilities for the purpose ofcontributing significantly towards the growth of the Company. They are given fullopportunity to interact with senior management personnel and are provided with all thedocuments required and/or sought by them to have a good understanding of the Company itsbusiness model and various operations and the industry it is a part.

The Policy on Familarisation Programme for Independent Directors is also available onthe Company's website www.rciind.com under the web link

http://www.rciind.com/yahoo_site_admin/assets/docs/FamiliarizationProgrammeForIndependentDirectors.pdf.

Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining their duties and responsibilities as a Director.

Committees of Board

Currently the Board has Four standing Committees viz. Audit Committee Nomination& Remuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee. The Audit Committee of the Board comprises of 3 (Three) memberswith Mr. Raj Singh Jamwal Non- Executive Independent Director as its Chairman. Duringyear under review all recommendations of the Audit Committee were accepted by the Boardof Directors of the Company.

Details of the constitution of these Committees which are in accordance withregulatory requirements have been uploaded on the website of the Company viz. www.rciind.com . A detailed note on the Board and itsCommittees is provided under the Report on Corporate Governance section.

Whistle Blower Policy/ Vigil Mechanism

The Board has adopted a Whistle Blower Policy (VigilMechanism) to provide opportunityto Directors/Employees/Stakeholders of the Company to report concerns about unethicalbehavior actual or suspected fraud of any Director and/or Employee of the Company or anyviolation of the Code of Conduct.

Further during the year under review no case was reported under the Vigil Mechanism.

AUDITORS Statutory Auditors

At the 23rd Annual General Meeting held on Thursday 24th July 2014 M/s. RPMD &Associates Chartered Accountants (Firm Registration No: 005961C) were appointed as theStatutory Auditors of the Company to hold office from the conclusion of 23rd AGM till theconclusion of the Annual General Meeting to be held in the year 2019 subject toratification of the appointment by the Members at every AGM held after the 23rd AGM of theCompany.

M/s. RPMD & Associates Chartered Accountants (Firm Registration No: 005961C) videtheir letter dated 21st May 2018 have resigned from the position of Statutory Auditors ofthe Company resulting into a casual vacancy in the office of Statutory Auditors of theCompany as envisaged by section 139(8) of the Companies Act 2013.

The Board of Directors at its meeting held on 25th May 2018 recommendedthe appointment of M/s. KRA & Co. Chartered Accountants (Firm Registration No:020266N) as Statutory Auditors of the Company in place of M/s. RPMD & AssociatesChartered Accountants (Firm Registration No: 005961C) to hold office from the conclusionof 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting subjectto ratification of their appointment at every Annual General Meeting.

Your Company has received a letter from M/s. KRA & Co. Chartered Accountants (FirmRegistration No: 020266N) to the effect that their appointment if made would be underthe second and third proviso to Section 139 (1) of the Companies Act 2013 and that theyare not disqualified within the meaning of Section 141 of the Companies Act 2013 readwith Rule 4(1) of the Companies (Audit and Auditors) Rules 2014.

The Audit Report given by RPMD & Associates (erstwhile Statutory Auditors) for thefinancial year 2017-18 forming part of this Annual Report.

Secretarial Auditor

During the year under review the Board re-appointed Ms. Kiran Practicing CompanySecretary proprietor of M/s. Kiran & Associates Company Secretaries as theSecretarial Auditor of the Company to conduct Secretarial Audit for the financial year2017-18. The Secretarial Audit was carried out in compliance with Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and the Report thereon in the prescribed form MR-3 is attached as‘ ANNEXURE-3'.

The reports of Statutory Auditor and Secretarial Auditor forming part of this Annualreport do not contain any qualification reservation or adverse remarks. During the yearthe Statutory Auditors have not reported any matter under Section 143 (12) of the Acttherefore no detail is required to be disclosed under the applicable provisions of theAct.

Internal Auditors

M/s Kiran & Associates Practicing Company Secretary performs the duties ofinternal auditors of the Company and their report is reviewed by the audit committee fromtime to time.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31 2018 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 is attached as ' ANNEXURE-l' to this Report.

DISCLOSURES

Particulars of loans guarantees or investments: Pursuant to the provisions of Section186 of companies act 2013 the particulars of loans guarantees or investments arementioned in Note No. 2.5 & 2.7 to the Standalone Financial Statements forming thepart of annual report.

Borrowings and Debt Servicing: During the year under review your Company has met allits obligations towards repayment of principal and interest on loans availed.

Related Party Transactions: None of the transactions with related parties fall underthe scope of Section 188(1) of the Companies Act 2013. All transactions with relatedparties entered during the year were in the Ordinary Course of Business and on Arm'sLength and duly approved by Audit Committee of the company. The company has not enteredinto any transaction of a material nature with any of the related parties which are inconflict with the interest of the company.

However as required under Companies Act 2013 the details of related partytransactions are disclosed in prescribed Form No. AOC - 2 which is attached as ANNEXURE-4.

Also you may refer to Related Party transactions in Note No. 2.30 of the StandaloneFinancial Statements.

Deposits: Your Company has neither invited nor accepted any public deposit underchapter V of the Companies Act 2013.

Sexual harassment: The Company has zero tolerance for Sexual Harassment at workplaceand has adopted a Policy on prevention of Sexual Harassment in line with the provisions of'The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013' and the Rules made thereunder. There was no complaint on sexual harassment duringthe year under review.

Regulatory Orders: No significant or material orders were passed by the regulators orcourts or tribunals which impact the going concern status and Company's operations infuture.

Material changes and commitments affecting the financial position of the Company: Therehave been no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this report.

Buy Back of Securities: The Company has not made any offer for buy back of itssecurities during the year under review.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

Conservation of Energy

Your Company being a manufacturer trader and exporter of Ferrous and Non-FerrousMetal products requires minimal energy consumption and every endeavor is made to ensureoptimal use of energy avoid wastages and conserve energy as far as possible.

Technology Absorption

In its endeavor to deliver the best to its customers clients and business partnersyour Company is constantly active in harnessing and tapping the latest and best technologyin the industry.

Foreign Exchange Earning & Outgo

Following are the particulars of Foreign Exchange Earnings and Outgo during thefinancial year 2017-18:

a). Value of Imports calculated in CIF Basis:

Particulars For the year ended March 31 2018 For the year ended March 31 2017
Raw Materials 468158303.00 1337817454
Traded Goods - 374962807
Capital Goods - -

b). Expenditure in Foreign Currency:

Particulars For the year ended March 31 For the year ended March
2018 31 2017
Interest Payment - 2460310
Commission on Export Sales - 43322131
Tour & Travelling 364929 1372861

c). Earnings in Foreign Currency:

Particulars For the year ended March 31 2018 For the year ended March 31 2017
Export of Goods 670955868 1489142790

PARTICULARS OF EMPLOYEES

As on March 31 2018 the total numbers of employees on the records of the Company were275. The information required under Section 197 of the Companies Act 2013 ('Act') readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014along with statement showing names and other particulars of the top 10 employees in termsof remuneration drawn is annexed to this report as ANNEXURE-6'.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm:

a. That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed and no material departures have been made from the same;

b. That they had selected such accounting policies and applied them consistently andmade judgements 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 and loss of the Company for that period;

c. That they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. That they had prepared the annual accounts on a going concern basis;

e. That they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

f. That they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT SYSTEM & INTERNAL CONTROL SYSTEMS

Your Company has an effective internal control and risk mitigation system which isconstantly assessed and strengthened with standard operating procedures (SOPs) and whichensures that all the assets of the Company are safeguarded and protected against any lossand that all the transactions are properly authorized and recorded. The Company has laiddown procedures to inform audit committee and board about the risk assessment andmitigation procedures to ensure that the management controls risk through means of aproperly defined framework. The internal control systems of your Company ensures that allassets are safeguarded and protected against loss from unauthorized use or disposition andthose transactions are authorized recorded and reported correctly.

Your Company has in place adequate internal financial controls with reference tofinancial statements. Based on internal financial control framework and compliance systemsestablished in the Company the work performed by statutory internal and secretarialauditors and reviews performed by the management and/or relevant Audit and otherCommittees of the Board your Board is of the opinion that the Company's internalfinancial controls were adequate and effective during the financial year 2017-18. Duringthe year no reportable material weakness in the design or operation was observed.

Properly documented policies guidelines and procedures are laid down for this purpose.The internal control system has been designed to ensure that the financial and otherrecords are reliable for preparing financial and other statements and for maintainingaccountability of assets.

The Company also has an Audit Committee presently comprising of 3 (three) Members i.e.professionally qualified Directors who interact with the Statutory Auditors InternalAuditors and Auditees in dealing with matters within its terms of reference. The Committeeinter aha deals with accounting matters financial reporting and internal controls whichalso periodically reviews the Risk Management Process.

INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (The PIT Regulations') on prevention of insider trading yourCompany had instituted a comprehensive Code of Conduct for regulating monitoring andreporting of trading by Insiders. The said Code lays down guidelines which adviseInsiders on the procedures to be followed and disclosures to be made in dealing with theshares of the Company and cautions them on consequences of non- compliances.

Your Company has further put in place a Code of practices and procedures of fairdisclosures of unpublished price sensitive information. Both the aforesaid Codes are inline with the PIT Regulations.

INDUSTRIAL OPERATIONS

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of the employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across the organization.

CAUTIONARY STATEMENT

Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectationsmay constitute 'forward looking statements' within the meaning of applicable laws andregulations and actual results might differ.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.

For and on behalf of the Board

Sd/-

Mr. Rajeev Gupta

Chairman & Managing Director

DIN 00503196

Place: New Delhi

Date: 25.05.2018