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RPP Infra Projects Ltd.

BSE: 533284 Sector: Infrastructure
NSE: RPPINFRA ISIN Code: INE324L01013
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VOLUME 18842
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P/E 6.87
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OPEN 95.00
CLOSE 95.20
VOLUME 18842
52-Week high 302.50
52-Week low 87.10
P/E 6.87
Mkt Cap.(Rs cr) 214
Buy Price 93.10
Buy Qty 300.00
Sell Price 98.00
Sell Qty 1.00

RPP Infra Projects Ltd. (RPPINFRA) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 23rd Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31stMarch 2018.

1. Financial Highlights (Standalone and Consolidated)

During the year under review performance of your Company's standalone and theconsolidated results are as under:

(Rs. crore)

Year ended
Particulars 31-Mar-18 31-Mar-17 31-Mar-18 31-Mar-17
Standalone results Consolidated results
Turnover 499.13 366.34 499.13 366.34
Profit/(Loss) before taxation 47.04 31.60 45.18 30.48
Less : Tax expense 33.56 7.69 33.56 7.69
Profit/(Loss) after tax 13.52 23.88 11.66 22.76
Add : Balance B/F from the previous year 110.32 87.80 126.92 105.53
Balance Profit / (Loss) C/F to the next year 122.48 110.32 137.22 126.92

Operation and Performance Review

Standalone Results

During the year under review revenue from operations increased to Rs. 499.13 crorefromRs. 366.34 crore in the previous year registering an increase of 36.81%. Profit aftertax stood at Rs. 13.52 crore as against Rs. 23.86 crore for the previous year owing tospecial adjustment of tax expenses of Rs. 17.96 crore to resolve the pending IT disputesfrom financial years 2010 to 2016. The Company's net stood increased to Rs. 187.11 croreas on 31 March 2018 as compared to Rs. 174.95 crore as on 31 March 2017.

Consolidated Results

Consolidated revenues for the year under review were Rs. 499.13 crore as against Rs.366.34 crore in the previous year recording an increase of 36% from last year.Consolidated profit after tax was Rs. 11.66 crore as against Rs. 22.74 crore for theprevious year owing to special adjustment of tax expenses of Rs. 17.96 crore to resolvethe pending IT disputes from financial years 2010 to 2016. The Company's consolidated networth increased to Rs. 219.85 crore as on 31 March 2018 from Rs. 208.97 crore as on 31March 2017.

In accordance with the Accounting Standard AS-21 on consolidated financial statementsthe audited consolidated financial statements are also provided along with standalonefinancial statement in the Annual report.

2. C ompany's Affairs And Future Outlook

T he Company has outstanding year and the of the Company increased substantiallyinspite of the challenges faced by the economy during first two quarter. The Company haskept it focus in the identified area and has been trying to venture into new geographicalarea and ensure better margin. The Company has been trying to have optimum mix of theproject which gives stability and growth both in terms of the revenue and margins.

During the financial year 2017-18 your Company has order inflow of around Rs. 900crore and order of around Rs. 1000 crore are in pipeline and quite a few of them maymature into contract. The total order book size in hand as on 31 March 2018 is Rs.1175.36 crore.

Your Company has received the following major contract during the financial year2017-18 and till the date of this report:

• Order from Tamil Nadu Civil Supplies Corporation for Construction of ScientificStorage Godown worth Rs. 512 million.

• Order from Tamil Nadu State Agriculture Marketing Board for Establishment ofPrimary Processing Centre worth Rs. 191 million.

• Order for Karnataka State Police Housing and Infrastructure DevelopmentCorporation Limited worth worth Rs. 507 million.

• Order from Sumitomo Electric Industries Limited by way of sub-contract worth Rs.389 million.

• Order from Tamil Nadu Water Supply & Drainage Board for improvement in watersupply distribution system worth Rs. 1895 million.

• Order from Tamil Nadu Slum Clearance Board for construction of multistoriedtenements worth Rs. 1190 million.

• Order from Public Works Department of Maharashtra for rehabilitation/upgradation of existing highway on EPC mode worth Rs. 1449 million.

• Order from Maharashtra State Road Development Corporation Limited forrehabilitation/ upgradation of existing/ newly declared highway on EPC mode worth Rs. 1382million.

• Order from Kerala Infrastructure and Technology for Education (KITE) formodernization of schools to international standard as centers of excellence worth Rs. 115million.

The details of the affairs of the Company and future outlook has also been provided atother places including Management Discussion and Analysis Report forming part of reports.

3. Change in Nature of the Business

T here was no change in the nature of the business Company and its subsidiaries duringthe year.

4. Dividend and Amounts Transferred to

Y our Directors are pleased to recommend a dividend Re. 0.50 per equity share on facevalue of Rs. 10/- each for the financial year 2017-18 subject to the approval of themembers of the Company. The dividend on approval of the shareholders will be paid to theeligible members. The equity dividend outgo for the financial year 2017-18 would absorb asum of Rs. 1.13 crore. The Company has made a judicious distribution keeping in mind thefuture growth of the Company and higher investment required for projects. The Company hasnot made any transfer to the reserve during the year.

5. Extract of Annual Return

T he extract of Annual Return in form MGT - 9 for financial year 2017-18 has beenenclosed forming part of the report as Annexure – 1.

6. Board of Directors and Meetings of the

The Board is adequately constituted with an mix of executive non-executive andindependent directors to maintain the independence of the Board and to separate the Boardfunctions of governance and management.

The Board is adequately constituted in compliance with Section 149 of the CompaniesAct 2013 and Regulation 17 of SEBI (LODR) Regulations. The total strength of the Board ispresently is seven Directors comprising of two Executive Promoter Directors oneNon-Executive Director and four Independent Directors with one Women Director on theBoard. More details about the Board including the profile of Directors are provided inthe Corporate Governance Report forming a part of the Board Report.

During the financial year 2017-18 four Board meetings were held on 29 May 2017 18August 2017 28 November 2017 and 13 February2018.

The attendance of Directors in the Board meeting is provided below:

Name of the Director Number of Meetings Held Number of Meetings Entitled To Attend Number of Meetings Attended
Mr. P Arulsundaram 4 4 4
Mrs. A Nithya 4 4 4
Mr. P Muralidasan 4 4 4
Mr. K Rangasamy 4 4 4
Mr. P R Sundararajan 4 4 4
Mr. K Ravi 4 4 4
Mr. Vijay Agarwal 4 2 2

7. Loan Guarantees and Investments under Section 186

During the financial year 2017-18 the Company has not granted any loan or extended anyguarantee or provided any security in connection with the loans to other companies or madeany investments under Section 186 of of the Companies Act 2013 and hence no disclosure isrequired to be made.

Please refer to note no.5 of Notes to Accounts for details of all investments made bythe Company earlier.

8. Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 for the financial year 2017-18 in theprescribed format AOC - 2 has been enclosed with this report as Annexure – 2.

9. Material Changes Affecting the Financial Position of the Company

T here are no material changes affecting the financial position of the Company whichhave occurred between the end of the financial year of the Company i.e. 31 March 2018 andtill the date of the Directors' Report.

10. Conservation of Energy Technology

Absorption Foreign Exchange Earnings and Outgo

Information as per Section 134 (3) (m) of the Companies

Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating toConservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo hasbeen enclosed with this report as Annexure – 3.

11. Subsidiaries Joint Venture and Associate

The Company has a total of seven subsidiaries out of which five are subsidiaries andtwo are step-down subsidiaries. The Company does not have any joint venture or associateCompany though it has entered into arrangements for quoting for projects or undertakingprojects as provided elsewhere in this report. During the year no changes has takenplace as regards the position of the subsidiaries or investment in them.

A brief of the subsidiaries is provided below for your information.

R. P. P Infra Projects (Lanka) Limited Sri Lanka

R.P.P Infra Projects (Lanka) Limited is a wholly owned subsidiary of your Company basedin Sri Lanka. The Company during 2014-15 successfully completed a housing project forthe internally-displaced people of Sri Lanka's Northern Province for which HindustanPrefab Limited were the Project consultant.

The Company has not taken up any new project during the year under review and has nooperating revenues during the financial year ended 31 March 2018. The Company recorded anet loss of Rs. 0.48 crore for the year ended 31 March 2018.

R. P. P Infra Overseas PLC Mauritius

R.P.P Infra Overseas PLC is a wholly owned subsidiary of your Company based inMauritius. The principal activity of the Company is to provide infrastructure project-related consultancy services.

The Company had no operating revenues during the financial year ended 31 March 2018.The company recorded a net loss of Rs.1.37crore.

R. P. P Infra Projects Gabon SA Gabon

R.P.P Infra Projects Gabon SA Gabon is a wholly-owned subsidiary of R.P.P. InfraOverseas PLC Mauritius and a step-down subsidiary of the Company. It was incorporated toexecute the mass housing project awarded by the Republic of Gabon a West African countryin 2011. But due to a change in political situation an increase in the workspecifications without an appropriate compensation for the change in work the Companywithdrew from the project and the contract has been terminated. The Company is looking atnew opportunities in this geography.

The Company had no operational revenues during the year ended 31 March 2018.

R.P.P Energy Systems Private Limited India

R.P.P Energy Systems Private Limited a wholly owned subsidiary of your Company wasincorporated mainly to venture into the power segment viz. to procure sell supplyelectricity from various sources including bio-fuels such as bio-mass bio-gas etc. andfrom coal and thermal energy. The other objectives of the Company are to generate and sellpower from all sources including non-conventional sources such as solar system windfarms wind mills etc. The operation of this subsidiary has not yet commenced during theperiod under review.

The Company had no revenues from operations during the year ended 31 March 2018 and hada very insignificant net loss for the year.

Sanskar Dealcom Private Limited India

Sanskar Dealcom Private Limited a wholly owned subsidiary of your Company is aCompany engaged in activities that include being distributors agents traders merchantscontractors brokers and otherwise deal in merchandise and articles of all kinds includingclearing agents freight contractors forwarding agents licensing agents general brokersand to carry any kind of commercial business.

The Company had no operational revenues during the year ended 31 March 2018 and had avery insignificant net loss for the year.

Greatful Mercantile Private Limited India

Greatful Mercantile Private Limited a wholly owned subsidiary of your Company is aCompany engaged in activities that include being distributors agents traders merchantscontractors brokers and otherwise deal in merchandise and articles of all kinds includingclearing agents freight contractors forwarding agents licensing agents general brokersand to carry any kind of commercial business.

The Company had no revenues from operations during the year ended 31 March 2018 and hada very insignificant net loss for the year.

Lunkar Finance Private Limited

Lunkar Finance Private Limited is a step-down subsidiary of your Company. SanskarDealcom Private Limited and Greatful Mercantile Private Limited holds the entire paid- upcapital of this company and hence step-down subsidiary of your Company. It is anon-deposit taking NBFC.

The Company had no operational revenues during the year ended 31 March 2018 and had avery insignificant net loss for the year.

The Company has kept the financial statements along with the audit reportsof all thesesubsidiaries open for inspection at the registered office of the Company. Further theCompany will provide a copy of financial statements to any shareholder who asks for it.Further pursuant to Section 136 of the Act the financial statement of the Companyconsolidated financial statement along with the relevant documents and sperate auditedfinancial statements in respect of subsidiaries are available on the website of theCompany.

As required under the Section 129(3) of Companies Act 2013 and Regulation 34(2) ofSEBI (LODR) Regulation 2015 a consolidated financial statements along with Audit Reportof the Statutory Auditors forms a part of the financial statement. Further statementspursuant to Section 129(3) of the Companies Act 2013 read with rule 5 of Companies(Accounts) Rules 2014 containing the brief financials of the subsidiaries in form AOC-1is attached with this report as Annexure – 4.

At present none of the subsidiaries are material subsidiary. A copy of the policydetermining ‘material' subsidiaries has been hosted on the website of the Company atthe web link http://www.rppipl.com/

12. Risk Management Policy

Risk management is an integral part of the business risk management process interalia provides for a review of the risk assessment and mitigation procedures with timelyreporting to the management and review of the identified risks at periodic intervals toassess the progress of control measures.

The Audit committee of the Board also oversees and serves as Risk Management Committee.The Board has also constituted a Risk Management Team. The Committee had formulated a RiskManagement policy that outlines the different kinds of risks and risk mitigating measures.The major risks are reviewed for the change in their nature and extent since the lastassessment. It also provides control measures for risks and future action plans. YourBoard is satisfied that there are adequate systems and procedures in place to identifyassess monitor and manage risks. The Company believes that the overall risk exposure ofpresent and future risks remains within risk capacity.

The details about risk and its management is provided in details appropriately in thereport. The Risk Management Team works and makes report to Audit Committee. The policy andterms of reference have been provided in Corporate Governance Report forming part of theDirectors Report.

13. Directors and Key Managerial Personnel

Your Board has presently seven Directors. including profile of Directors are providedin the Corporate Governance report which forms a part of the Board report.

Mr. Vijay Agarwal have been appointed as Additional Director (Independent) for a periodof five years w.e.f. 28 November 2017 however his continuance as Independent Directorbeyond Annual General Meeting is subject to approval of the shareholders at theforthcoming Annual General Meeting.

Mr. P Arulsundaram (DIN 00125403) Chairman and Managing Director of the Company hasbeen appointed for a period of three years from 1 April 2017 to 31 March 2020. Board onrecommendation of the Nomination and Remuneration Committee his remuneration is proposedto be revised from 1 April 2018 for the remaining term subject to approval of members.During his tenure he will not be liable to retire by rotation.

Mrs. A Nithya (DIN 00125357) Whole-time Director and Chief Financial Officer of theCompany has been appointed for a period of three years from 1 April 2017 to 31 March2020. Board on recommendation of the Nomination and Remuneration Committee herremuneration is proposed to be revised from 1 April 2018 for the remaining term subject toapproval of members. The During her tenure she will be liable to retire by rotation.

14. Significant and Material Orders Passed by the Regulators Courts Or Tribunals

There are no significant material orders passed by the

Regulators / Courts / Tribunals which impact the going concern status of the Companyand its future operations.

15. Statement in Respect of adequacy of Internal Financial Control with Reference tothe Financial Statements

Internal Controls

A robust system of internal control commensurate with the size and nature of itsbusiness forms an integral part of the Company's corporate governance policies. InternalAudit has been conducted by qualified external internal auditors. Findings of the internalauditor are reviewed by the management and the report of internal auditor is placed beforethe Audit Committee and proper follow-up action are ensured wherever required. TheStatutory Auditors have evaluated the system of internal controls of the Company and havereported that the same are adequate and commensurate with the size of the Company andnature of its business.

Internal Financial Controls

As per Section 134(5)(e) of the Companies Act 2013 the Directors have an overallresponsibility for ensuring that the Company has implemented robust systems and frameworksof internal financial controls.

These include those policies and procedures that:

i. Pertain to the maintenance of records which in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company

ii. Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of the financial statements in accordance with generally accepted accountingprinciples and that the receipts and expenditures are being made only in accordance withauthorisations of the management and the Directors of the Company and iii. Providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of assets that can have a material effect on the financial statements.

This provides the Directors reasonable assurance regarding the adequacy and operatingeffectiveness of controls with regards to reporting operational and compliance risks toenable them to meet these responsibilities. The Company has devised appropriate systemsand frameworks including proper delegation of authority policies and procedureseffective IT systems aligned with business requirements internal audit framework riskmanagement frameworks and whistle blower mechanism.

The Audit committee regularly reviews the internal control system to ensure that itremains effective and aligned with business requirements. Where weaknesses are identifiedas a result of the reviews new procedures are put in place to strengthen controls and arein turn reviewed at regular intervals.

The Company has developed a framework for designing and assessing effectiveness ofinternal controls over financial reporting and has already laid down entity-level policiesand process-level standard operating procedures.

The entity-level policies comprise anti-fraud policies (code of conduct includingconflict of interest confidentiality and whistle blower policy) and other policies(organization structure roles and responsibilities insider trading policy related partypolicy prevention of sexual harassment policy risk management policy policy formateriality of information or events and policy for preservation of documents). TheCompany has also prepared standard operating Practices for each of its processes ofrevenue to receive procure to pay hire to retire finance and accounts fixed assetstreasury inventory operations and administrative expenses.

The management assessed the effectiveness of the internal financial controls overfinancial reporting as of 31 March 2018 and the Board believes that the controls areadequate.

16. Deposits

The Company has not accepted any deposits members or the public in terms of Section 73or Section 76 of the Companies Act 2013.

17. Declaration by Independent Director

The Independent Directors have submitted declaration of independence stating that theymeet the criteria of independence as provided under Section 149(6) of the Companies Act2013.

18. Receipt of any Commission by Managing Director/ Whole-Time Director from theCompany or Receipt of Commission/ Remuneration from Subsidiary

The Managing Director/Whole-Time Director are not in receipt of any commission from theCompany or any commission/remuneration from subsidiary.

19. Independent Auditor

The shareholders of the Company at the Annual General Meeting held on 8 September 2017has appointed of M/s. Sundaram & Narayanan Chartered Accountants (ICAI Firm Regn. No.004204S) as Statutory Auditors of the Company for a period of five years and their term ofoffice is till conclusion of the 26th AGM in 2022. Based on the recommendation of theAudit Committee the Board places ratification of appointment of M/s. Sundaram &Narayanan Chartered Accountants at the ensuing Annual General Meeting.

20. Cost Auditor

As per the requirement of Section 148 of the Companies Act 2013 the Board ofDirectors on the recommendation of Audit Committee has appointed Mr. R Gopal CostAccountant as Cost Auditor to audit the cost accounts of the Company for the financialyear 2017-18 at a remuneration of Rs.350000/- (Rupees Three lakh and Fifty Thousand)Only plus applicable taxes and reimbursement of out-of pocket-expenses. As required underthe Companies Act 2013 a resolution seeking member's approval for the remunerationpayable to the Cost Auditor forms a part of the Notice convening the Annual GeneralMeeting.

There were no qualifications reservations or adverse remarks made by the Cost Auditorin the Audit report of last financial year.

21. Secretarial Audit Report

As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshas appointed Mr. Gouri Shanker Mishra Practicing Company Secretary (C.P. No. 13581) asSecretarial Auditor to conduct the Secretarial Audit of the Company for the Financial yearended on 31 March 2018.

The Secretarial Audit report issued by Mr. Gouri Shanker Mishra Practicing CompanySecretary in form MR-3 from pursuant to Section 204(1) of the Companies Act 2013 andRule 9 of the Companies (Appointment and Remuneration Personnel) Rules 2014 has beenenclosed with this report as Annexure – 5. There were no qualifications reservationsor adverse remarks made by the Secretarial Auditor in the Secretarial Audit report.

22. Auditors' Report

The Statutory Auditor's Report for both standalone consolidated financial statements ofthe Company is provided along with the financial statements.

There are no qualifications or reservation or remarks made by the Statutory Auditors intheir Standalone Audit report. Further there are no qualifications or reservations orremarks made by the Auditors in their Consolidated Audit report. However in StandaloneAudit Report Auditors has made a disclaimer that standalone financial statements reflectstotal assets of Rs. 22.57 crore as at 31 March 2018 total revenue of Rs. 8.27 crore as at31 March 2018 ad total profit after tax of Rs. 0.24 crore whose unaudited financialstatements and other unaudited statements have been furnished to them. Further theiropinion is not modified in respect of the matter. Similarly in Consolidated Audit ReportAuditors have made a disclaimer that consolidated financial statements includes financialsof five subsidiaries and two branches which reflects total assets of Rs. 68.41 crore as at31 March 2018 total revenue of Rs. 8.28 crore and total loss of Rs. 1.61 crore out ofwhich three subsidiaries have not been audited by them and financial statements of twosubsidiaries based at Sri Lanka and Mauritius and two branches at Sri Lanka and Bangladeshare based on unaudited financial statements. Further their opinion is not modified inrespect of the matter.

The disclaimer made both in Standalone and Consolidated Financials areself-explanatory. Your Board would like to clarify that the accounts of both overseassubsidiaries Sri Lanka and Mauritius and branches in Sri Lanka and Bangladesh have beenaudited and auditors report does not contain any qualification/reservation. Due to somelogistics problem the same could not be provided to the Statutory Auditor at the time ofaudit and hence financials have been provided and audit has been done based on informationbut the auditors report could not be provided to them at relevant time.

23. Audit Committee

The Company has Audit Committee in compliance the Section 177 of Companies Act 2013and SEBI (LODR) Regulations 2013. The details about composition of the Audit committeeits terms of reference etc. have been provided in the Corporate Governance report.

There were no such incidences where the Board has not accepted the recommendations ofthe Audit committee during the year.

24. Corporate Social Responsibility (CSR)

The Company has Corporate Social Committee in compliance to the provisions of theCompanies Act 2013. The Committee has adopted policy for Corporate Social Responsibility.The Committee defines the parameters and observes them for the effective discharge ofsocial responsibility of the and Company.

A report on Corporate Social Responsibility including details as Per Rule 8 ofCompanies (Corporate Social Responsibility Policy) Rules 2014 is enclosed with thisreport as Annexure - 6.

25. Nomination & Remuneration Committee

The Company has Nomination and Remuneration Committee in compliance to the Section 177of Companies Act 2013 and SEBI (LODR) Regulations 2013. The Company strongly believesthat its human resource has infinite potential and therefore their development is the keyto organizational effectiveness. We commit ourselves to integrate human resources withorganizational growth and development for mutual benefit. The Nomination and Remunerationpolicy has been formulated in compliance to the requirement of Companies Act 2013 andSEBI (LODR) Regulations 2013.

The details about composition of the Committee Nomination and Remuneration Policy andother terms and condition including its terms of reference have been provided in theCorporate Governance Report forming part of the Directors' report.

26. Performance Evaluation

Pursuant to provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Board has carried out an annual performance evaluation of its own performance theDirectors individually including Independent Directors as well as the evaluation of theworking of its Committees i.e. Audit and Nomination & Remuneration committees.

A structured format was prepared to rate after taking into consideration inputsreceived from Directors covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture and executionand performance of specific duties obligations and to governance.

A separate exercise was carried out to evaluate the performance of IndependentDirectors. The performance evaluation of Independent Directors was carried out by theentire Board. The performance evaluation of the Chairman and the Non Independent Directorswas carried out by the Independent Directors.

The mechanism for the evaluation of the Board is given in detail in the CorporateGovernance report.

27. Disclosure on Establishment of a Vigil Mechanism

The Board of Directors has adopted a Whistle Blower policy. The policy aims forconducting the affairs in a fair and transparent manner by adopting the highest standardsof professionalism honesty integrity and ethical behavior. Directors and all permanentemployees of the Company are covered under the Whistle Blower Policy. A mechanism has beenestablished for Directors/ Employees to report concerns about unethical behavior actualor suspected fraud or violation of code of conduct and ethics. It also provides foradequate safeguards against the victimization of Directors/ Employees who avail of themechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases. A copy of the Whistle Blower Policy is also hosted on the website ofthe Company.

28. Corporate Governance

As per Schedule V of SEBI (LODR) Regulation separate section on corporate governancepractices followed by the Company report on Corporate Governance together with acertificate confirming compliance and CEO/CFO Certificate by the Managing Director andChief Financial Officer forms an integral part of this Directors' Report.

29. Managerial remuneration

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 has been enclosed with this report as Annexure – 7.

30. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

The Company has adopted a policy on prevention sexual harassment of women at workplacein accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and has also created an Internal Complaints Committee headed byMrs. A Nithya Whole-time Director and Chief Financial Officer of the Company who directlyreports to the Chairman & Managing Director. During the financial year ended 31 March2018 the Company has not received any complaints pertaining to sexual harassment. A copyof the policy on Sexual harassment is also hosted on the website of the Company.

31. Management Discussion and Analysis report

As per Regulation 34(3) and Schedule V of SEBI

Regulation 2015 a separate section on Management Discussion and Analysis report formsan internal part of Directors' Report.

32. Directors responsibility statement

In accordance with the provisions of Section 134(5) of Companies Act 2013 yourdirectors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31 March2018 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2018 and of the profit /loss of the Company for that period;

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

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

f) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

33. Transfer to Investor Education and Protection Fund

The Company do not have any dividend remaining unclaimed by the members of the companyfor a period exceeding 7 years. Hence no amount was transferrable to the InvestorEducation and Protection Fund.

34. Acknowledgment

Your Directors take this opportunity to offer their sincere thanks to all stakeholdersincluding the various departments of the central and state governments governmentagencies banks financial institutions shareholders customers and employees who throughtheir continued support and co-operation have helped in your Company's progress.

For and on behalf of the Board of Directors
P Arulsundaram
Place: Erode Chairman & Managing Director
Date: 12 May 2018 DIN 00125403