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Reliance Industrial Infrastructure Ltd.

BSE: 523445 Sector: Engineering
NSE: RIIL ISIN Code: INE046A01015
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OPEN 463.20
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VOLUME 139242
52-Week high 479.70
52-Week low 163.95
P/E 82.28
Mkt Cap.(Rs cr) 652
Buy Price 428.65
Buy Qty 30.00
Sell Price 431.95
Sell Qty 372.00
OPEN 463.20
CLOSE 458.35
VOLUME 139242
52-Week high 479.70
52-Week low 163.95
P/E 82.28
Mkt Cap.(Rs cr) 652
Buy Price 428.65
Buy Qty 30.00
Sell Price 431.95
Sell Qty 372.00

Reliance Industrial Infrastructure Ltd. (RIIL) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Company's Thirty First Annual Reportand the Company's audited financial statements (standalone and consolidated) for thefinancial year ended 31st March 2019.

Financial Results

The Company's financial performance for the year ended 31st March 2019 is summarisedbelow:

(Rs in lakh)

STANDALONE CONSOLIDATED
2018-19 2017-18 2018-19 2017-18
Profit before Tax 1199.57 1513.47 1352.19 1626.66
Less:
- Current Tax 702.00 784.51 702.00 784.51
- Deferred Tax (281.46) (245.12) (281.46) (245.12)
420.54 539.39 420.54 539.39
Profit for the Year 779.03 974.08 931.65 1087.27
Add: Other Comprehensive Income 1370.06 723.94 1370.06 723.94
Total Comprehensive Income for the year 2149.09 1698.02 2301.71 1811.21
Add: Balance in Retained Earnings Account 7623.78 6861.86 10681.00 9805.89
Sub-Total 9772.87 8559.88 12982.71 11617.10
Less: Appropriation
Transferred to General Reserve 300.00 300.00 300.00 300.00
Dividend paid on Equity Shares* 528.50 528.50 528.50 528.50
Tax on Dividend on Equity Shares* 108.63 107.60 108.63 107.60
937.13 936.10 937.13 936.10
Closing Balance (including Other Comprehensive income) 8835.74 7623.78 12045.58 10681.00

*Pertaining to previous financial year.

Dividend

The Board of Directors has recommended a dividend of Rs 3.00 per equity share of Rs10/- each fully paid (30%) for the financial year ended 31st March 2019 (last year Rs3.50 per equity share of Rs 10/- each fully paid [35%]) . The payout is expected to be Rs546 lakh (inclusive of Dividend Distribution Tax of Rs 93 lakh). The dividend payment issubject to approval of members at the ensuing Annual General Meeting.

The dividend recommended is in accordance with the Company's Dividend DistributionPolicy. The Dividend Distribution Policy of the Company is annexed herewith and marked asAnnexure I to this Report and the same is put up on the Company's website and can beaccessed at http://www.riil.in/pdf/dividend-distribution-policy.pdf

Material changes affecting the Company

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year to which the financial statement relatesand date of this Report. There has been no change in the nature of business of theCompany.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is as under.

Results of Operations and the State of Company's Affairs

During the year the Company earned revenue from operations Rs 8458.58 lakh ascompared to Rs 8887.07 lakh in the previous year decline by 4.82 % on year-on-year basis.

Income from product transportation services decreased marginally by 0.18 % from Rs3098.72 lakh to Rs 3093.13 lakh on a year-on-year basis. Income from operatingconstruction machinery on hire decreased by 20.68 % from Rs 2495.03 lakh to Rs 1979.10lakh on a year-on-year basis. Income from other support services increased by 2.82 % fromRs 3293.32 lakh to Rs 3386.34 lakh.

Net profit during the year decreased by 20.02% to Rs 779.03 lakh as compared to Rs974.08 lakh of previous year.

The Company continues to provide infrastructural facilities and support servicesnamely transportation of petroleum products and water through pipelines operatingconstruction machinery on hire and other support services to Reliance Industries Limitedand its group companies with a substantial portion provided to Reliance IndustriesLimited.

Resources and Liquidity

The Company's net worth as on 31st March 2019 stood at Rs 29481.42 lakh withaccumulated reserves and surplus of Rs 27971.42 lakh. The Company continues to maintainits conservative financial profile and funds its requirements largely through internalcash generation.

Industry Structure Developments. Opportunities and Outlook

Infrastructure sector is a key pillar of the Indian economy as several industriesdirectly or indirectly are dependent on it. The sector continues to be a key focus area inGovernment's policies ensuring best-in-class infrastructure that would set the pace ofcountry's development and attract foreign investments.

The infrastructure sector which includes power bridges roads damstelecommunication supply chain management including farming refining designingmanufacturing packaging warehousing cold storage and transporting is a key driver forthe Indian economy and highly responsible for bolstering the overall development of thecountry.

Higher government spend on infrastructure development projects like housing for allBharatmala and Sagarmala are creating large scale employment opportunities for bothskilled and unskilled work force and various industry players. This enables infrastructuresector transformation as well as partners in India's socio-economic progress

Challenges Risks and Concerns

Infrastructure Industry in India has grown at a healthy rate in the past few years.With abundant opportunities and scope for enormous expansion infrastructure developmentacts like the backbone for India's economic growth.

Some of the factors that could possibly decelerate industry's growth include challengesin productivity profitability performance labour and sustainability. In addition tothese increasing project complexity coupled with decreasing experience and skill-setsfurther amplifies risk of quality control project delays and employee safety concerns.

Adoption of new methods and continuous innovation are the fundamental pillars forsuccessful implementation of infrastructure projects which shorten the project completiontime also helping in reducing the cost of project. Thus in order to maintain edge overcompetition and respond to challenges faced by infrastructure sector the Companycontinues to focus on deploying the latest machineries with trained work force.

Additionally other major obstacles in the industry are easy access to financeavailability of land and delays in project completion leading to cost and time overruns.However the Government has undertaken some key reforms that include stronger co-operationbetween the private and public sectors enforcing of a unified legal framework singlewindow approval process creation of better dispute-resolution mechanisms and removingbottlenecks to overcome key challenges the infrastructure industry faces.

The Company consistently continues to mitigate business risks by insuring its assetsand follows conservative financial profile by following prudent business practices. Withits strong financials and past track record the Company is well positioned to managethose risks.

Human Resource Development

The Company has a team of able and experienced professionals. The Company believes thatthe quality of its employees is the key to its success in the long run. The Companycontinues to have cordial relations with its employees. The Company provides personaldevelopment opportunities and all round exposure to its employees.

Internal Controls

The Company has robust internal control systems and procedures commensurate with itsnature of business which meets the following objectives:

• providing assurance regarding the effectiveness and efficiency of operations;

• efficient use and safeguarding of resources;

• compliance with policies procedures and applicable laws and regulations; and

• transactions being accurately recorded and promptly reported.

The Company continues to have periodical internal audits conducted of all its functionsand activities to ensure that systems and processes are followed across all areas.

The Audit Committee of Directors of the Company regularly reviews the adequacy ofinternal control systems through such audits. The Internal Auditor reports directly to theAudit Committee.

The Company also has a budgetary control system to monitor expenditure against approvedbudgets on an ongoing basis.

Internal Financial Controls

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The Company has in place adequateinternal financial controls with reference to financial statements.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control self-assessment continuous monitoring by functional expertsas well as testing of the internal financial control systems by the Statutory Auditors andInternal Auditors during the course of their audits.

The Company believe that these systems provide reasonable assurance that Company'sinternal financial controls are designed effectively and are operating as intended.

Risk Management

The Company has in place a Risk Management Policy which was reviewed by the AuditCommittee and approved by the Board of Directors of the Company. The Policy provides for arobust risk management framework to identify and assess risks such as safety

health and environment operational strategic financial security propertyregulatory reputational and other risks and put in place an adequate risk managementinfrastructure capable of addressing these risks. Further a risk assessment group hasbeen constituted by the Board of Directors of the Company comprising functionalexecutives/ experts to identify monitor and report on the potential risks associated withthe Company's business and periodically keeps the Audit Committee and the Board ofDirectors apprised of such risks and the measures taken by the Company to mitigate suchrisks.

Given below are significant potential risks of the Company and measures in place tomitigate them:

Operational Risk: Disruptions in operating the Company's pipelines and equipments mayarise due to natural calamities equipment failures or other unexpected or unforeseeninterruptions. The Company consistently works towards monitoring the health of thepipelines through internal checks and external audit assurance and maintaining orimproving operational efficiencies.

Safety Health and Environment Risks: The Company's activities of transportingpetroleum products through its pipelines are inherently hazardous. Any accidentexplosion leakages or acts of terrorism may cause property damage or bodily injury andadversely impact surrounding communities and environment which may result in litigationsand disruption of operations. The Company has structured inspections of its operatingfacilities for identifying and mapping operational hazards investigating root causeanalysis and to eliminate any such occurrence by developing mitigation plans.

Further there is a comprehensive insurance plan in place to cover the above risks.

Consolidated Financial Statement

In accordance with the provisions of the Companies Act 2013 (the Act) and Ind AS 110 -Consolidated Financial Statement read with Ind AS 28 - Investments in Associates theaudited consolidated financial statement is provided in the Annual Report of the Company.

Subsidiary Joint Venture and Associate Company

The Company did not have any subsidiary or joint venture during the financial yearunder review. The Company has one associate company Reliance Europe Limited.

A statement providing details of performance and salient features of the financialstatement of the associate company as per Section 129 (3) of the Act is provided asAnnexure A to the consolidated financial statement and therefore not repeated to avoidduplication.

The audited financial statement including the consolidated financial statement of theCompany and all other documents required to be attached thereto is put up on the Company'swebsite and can be accessed at: http://www.riil.in/notice_annual_report.html

These documents will also be available for inspection on all working days duringbusiness hours at the Registered Office of the Company.

Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto the 'Meetings of the Board of Directors' and 'General Meetings' respectively havebeen duly followed by the Company.

Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and of the profitof the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

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

Business Responsibility Report

As stipulated under the Listing Regulations the Business Responsibility Reportdescribing the initiatives taken by the Company from an environmental social andgovernance perspective is attached as part of Annual Report.

Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on arms' lengthbasis and do not have potential conflict with interest of the Company at large.

The contracts / arrangements / transactions with related party which are required to bereported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Actand Rule 8(2) of the Companies (Accounts) Rules 2014 is annexed herewith and Marked asAnnexure II to this Report.

The Policy on Materiality of Related Party Transactions and on Dealing with RelatedParty Transactions as approved by the Board is put up on the Company's website and can beaccessed at http://www.riil.in/pdf/riil-policy-on-materiality-240918.pdf

Members may refer Note 23 to the standalone financial statement which sets out relatedparty disclosures pursuant to Ind AS.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee ("CSR Committee") hasformulated and recommended to the Board a Corporate Social Responsibility Policy("CSR Policy") indicating the activities to be undertaken by the Company whichhas been approved by the Board. There has not been any change in the policy during thecurrent year.

The CSR policy sets out the guiding principles for the CSR Committee in relation tothe activities to be undertaken by the Company as per Schedule VII of the Companies Act2013 CSR Governance and implementation Composition of Committee and monitoring of CSRactivities.

The CSR Policy is put up on the Company's website and can be accessed athttp://www.riil.in/pdf/csr_policy.pdf

The key philosophy of the CSR initiative of the Company is to promote developmentthrough social and economic transformation.

The Company has inter-alia identified following areas in which it may engage for itsCSR activities:

• Addressing identified needs of the underprivileged through initiatives directedtowards promoting health including preventive health care;

• Environmental sustainability and ecological balance;

• Any other activity falling within the scope of Schedule VII to the Act.

During the year the Company spent Rs 50.00 lakh (2.71% of the average net profits oflast three financial years) on CSR activities as against the statutory requirement of Rs36.89 lakh.

The Annual Report on CSR activities is annexed herewith and marked as Annexure III tothis Report.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of theCompany Shri Dilip V. Dherai (DIN: 00011789)

Director of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible offered himself for reappointment. The Board of Directors on therecommendation of the Nomination and Remuneration Committee ("NRC") and based onreport of performance evaluation has recommended his reappointment.

Shri S. C. Malhotra (DIN 00013967) demitted his office as a Director of the Companywith effect from 31st March 2019. The Board places on record its deep appreciation forthe invaluable contribution made by Shri S. C. Malhotra during his association of overthree decades as a Director of the Company.

The Board of Directors of the Company as per the recommendation of the NRC haveappointed Shri A. Siddharth (DIN: 00016278) as an Additional Director of the Company. Interms of section 161(1) of the Act he shall hold office up to the date of ensuing AnnualGeneral Meeting. The Company has received requisite notice in writing from a memberproposing his candidature for appointment as a Director liable to retire by rotation atthe ensuing Annual General Meeting.

Shri C R Mehta (DIN: 00002011) and Shri Sandeep H. Junnarkar (DIN: 00003534)Independent Directors of the Company were reappointed as Independent Directors of theCompany for a second term of five years effective April 1 2019 at the Thirtieth AnnualGeneral Meeting of the members of the Company held on July 11 2018. Shri Dilip V. DheraiWhole Time Director of the Company was re-appointed as a Whole Time Director of theCompany designated as Executive Director of the Company for a further period of fiveyears effective July 12019 at the Thirtieth Annual General Meeting of the members of theCompany held on July 11 2018.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Act andListing Regulations.

The Company has devised the following Policies:

a) Policy for selection of Directors and determining Directors' independence; and

b) Remuneration Policy for Directors Key Managerial Personnel and other employees.

The aforesaid policies are put up on the Company's Website and can be accessed athttp://www.riil.in/investor_relations_downloads.html

The Policy for selection of Directors and determining Directors' independence sets outthe guiding principles for the NRC for identifying persons who are qualified to becomeDirectors and to determine the independence of Directors in case of their appointment asindependent Directors of the Company. The Policy also provides for the factors inevaluating the suitability of individual Board members with diverse background andexperience that are relevant for the Company's operations.

There has been no major changes in the aforesaid policy during the year. Role of theNRC relating to performance evaluation the criteria of independence and number ofdirectorship and committee membership prescribed in the policy has been changed to alignthe policy with the amendment made in this Act and Listing Regulations.

The Remuneration Policy for Directors Key Managerial Personnel and other employeessets out the guiding principles for the NRC for recommending to the Board the remunerationof the Directors Key Managerial Personnel and other employees of the Company. There hasbeen no change in the policy during the current year.

Performance Evaluation

The Company has a Policy for performance evaluation of the Board Committees andindividual Directors (including Independent Directors) which includes criteria forperformance evaluation of Non-executive Directors and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committee(NRC) the Board carried out performance evaluation of the Board and individual Directors.NRC carried out performance evaluation of the Committees of the Board based on theevaluation reports submitted by each Committees and the report of such evaluation waspresented to the Board. The Independent Directors carried out performance evaluation ofthe Chairperson Board and non-independent directors. A consolidated report was sharedwith the Chairman of the Board for review and giving feedback to each Director.

Auditors and Auditors' Report

(i) Statutory Auditors

Messrs D T S & Associates Chartered Accountants were appointed as Auditors of theCompany for a term of 5 (five) consecutive years at the Annual General Meeting held on28th July 2017. The Auditors have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

(ii) Cost Auditors

In terms of the Companies (Cost Records and Audit) Rules 2014 the Company hasmaintained cost records in its books of account for financial year 2018-19 in respect ofits services of transportation of petroleum products. However in terms of the said Rulesthe requirement of cost audit is not applicable to the Company for the financial year2018-19 as the turnover of the Company from these services was below the threshold limitprescribed in the said Rules for cost audit.

(iii) Secretarial Auditor

M/s. Shashikala Rao & Co Company Secretaries was appointed as SecretarialAuditors to conduct Secretarial Audit for the financial year ended 31st March 2019. TheSecretarial Audit Report relating thereto is annexed herewith and marked as

Annexure IV to this Report. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer.

Disclosures

Meetings of the Board

Four meetings of the Board of Directors were held during the year. The particulars ofmeetings held and attended by each Director are detailed in the Corporate GovernanceReport forming part of the Annual Report.

Audit Committee

The Audit Committee of the Company comprises Independent Directors namely Shri ChandraRaj Mehta (Chairman) Shri Sandeep H. Junnarkar and Smt. Bhama Krishnamurthy (DIN:02196839) and Shri A. Siddharth as Non-Executive Non-Independent Director. Shri S. C.Malhotra ceased to be member of Audit Committee consequent upon his resignation as aDirector of the Company effective 31st March 2019 and Shri A. Siddharth has beenappointed as a member of the Audit Committee effective 1st April 2019.

During the year all the recommendations made by the Audit Committee were accepted bythe Board.

Corporate Social Responsibility Committee

Corporate Social Responsibility Committee of the Company comprises Non-executiveDirectors namely Shri Mahesh K. Kamdar (Chairman) (DIN:00013915) and Shri A. Siddharth andIndependent Directors namely Shri Chandra Raj Mehta and Shri Sandeep H. Junnarkar. Shri S.C. Malhotra ceased to be member of Corporate Social Responsibility Committee consequentupon his resignation as a Director of the Company effective 31st March 2019 and Shri A.Siddharth has been appointed as a member of Corporate Social Responsibility Committeeeffective 1st April 2019.

Vigil Mechanism

The Company has established a robust Vigil Mechanism and a Whistle-blower policy inaccordance with provisions of the Act and Listing Regulations. The Vigil Mechanism issupervised by an 'Ethics & Compliance Task Force' comprising a member of Board as aChairman and senior executives as members.

Protected disclosures can be made by a whistle-blower through an e-mail or a letter tothe Ethics & Compliance Task Force or to the Chairman of the Audit Committee. TheVigil Mechanism and Whistle blower policy is put on the Company's website and can beaccessed at http://www.riil.in/pdf/whistleblower_policy.pdf

During the year under review no protected disclosure concerning any reportable matterin accordance with the Vigil Mechanism and Whistle Blower Policy of the Company wasreceived by the Company.

Particulars of loans given investments made guarantees given and securities provided

The Company has not given any loan guarantee or security or made any investment duringthe year under review. Particulars of investments made are provided in the standalonefinancial statement. Members may refer to Note No. 29 to the standalone financialstatement.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are as under:

A. Conservation of Energy

As an infrastructural facilities and support services provider the operations of theCompany require minimal energy consumption.

(i) Energy Conservation measures taken

a) Upgradation of anode beds for reducing power requirement of Cathodic Protectionsystem by 30% (current consumption reduced from 250 Amp to 100 Amp). New technologyTransformer Rectifier units replaced in Cathodic Protection stations and achieved thereduction in consumption by 20 % (total 100 Amps to 80 Amps).

b) Installation of LED lights to reduce power consumption.

Conventional lighting was replaced with LED lighting and energy saved upto 55%.

(ii) Steps taken by the Company for utilising alternate sources of energy and Capitalinvestment on energy conservation equipment

The energy requirements are mainly for the Company's pipeline operations which arewithin the purview of its customer. The Company has not made any capital investment onenergy conservation equipment.

B. Technology absorption

(i) Major efforts made towards technology absorption:

a) Conversion of Gas Operated Sectionalising valves to motor operated by installingsmart actuators for better reliability. Six GOVs are replaced with Smart Electricalactuators.

b) Installation of online corrosion monitoring system on pipelines for health checking.

Forward pipeline corrosion monitoring system commissioned Return pipeline system willbe commissioned in next year.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution.

The selection of alternate quality of pipes for projects seamless pipes to ERW(Electric resistance welded). This saved about 20% cost of project for material. ERWPipelines are being used in re-routing projects.

(iii) Information regarding imported technology (Imported during the last three years):

The Company has not imported any technology during the last three years.

(iv) Expenditure incurred on research and development:

Wireless communication with Jio sim card is being adopted for transfer of pipeline datato Supervisory Control and Data Acquisition system. This is an innovative technology workseven after the defect on Optic Fiber Cable and the Company has spent Rs 15 Lakh on thesame.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange earned - Nil
Foreign Exchange outgo - Rs 187.89 lakh

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India. The Company has also implemented several best governance practices. Thereport on Corporate Governance as stipulated under the Listing Regulations forms part ofthe Annual Report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is annexed herewith and marked asAnnexure V to this Report. For details please refer the Corporate Governance Reportforming part of the Annual Report.

Annual Return

As required under Section 134(3)(a) of the Act the Annual Return is put up on theCompany's website and can be accessed athttp://www.riil.in/investor_relations_downloads.html

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of top ten employees in terms of remuneration drawn and thenames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said Rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection on all workingdays at the registered office of the Company during business hours. Any member interestedin obtaining such information may write to the Company Secretary and the same will befurnished on request.

Prevention of sexual harassment at workplace

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ("POSH Act") and Rules made thereunderthe Company has formed Internal Complaints Committee for various work places to addresscomplaints pertaining to sexual harassment in accordance with the POSH Act. There were nocases/ complaints filed during the year under the POSH Act.

General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares and ESOS) to the employees of theCompany under any scheme.

4. The Company has no holding company or subsidiary company; hence the provisions ofSection 197(14) of the Act relating to receipt of remuneration or commission by theWhole-time Director from holding company or subsidiary company of the Company are notapplicable to the Company.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

6. No fraud has been reported by the Auditors to the Audit Committee or the Board ofDirectors of the Company.

7. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

8. There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016.

Acknowledgement

The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the Government Authorities Banks otherbusiness constituents and members during the year under review.

The Board of Directors also wish to place on record their deep sense of appreciationfor the committed services by all the employees of the Company.

For and on behalf of the Board of Directors

Mahesh K. Kamdar

Chairman

Mumbai 15th April 2019