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Setco Automotive Ltd.

BSE: 505075 Sector: Auto
NSE: SETCO ISIN Code: INE878E01021
BSE 00:00 | 22 Feb 30.00 -0.20
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OPEN 29.90
PREVIOUS CLOSE 30.20
VOLUME 6865
52-Week high 63.90
52-Week low 28.75
P/E 10.07
Mkt Cap.(Rs cr) 401
Buy Price 29.80
Buy Qty 10.00
Sell Price 30.00
Sell Qty 61.00
OPEN 29.90
CLOSE 30.20
VOLUME 6865
52-Week high 63.90
52-Week low 28.75
P/E 10.07
Mkt Cap.(Rs cr) 401
Buy Price 29.80
Buy Qty 10.00
Sell Price 30.00
Sell Qty 61.00

Setco Automotive Ltd. (SETCO) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Thirty Fifth Annual Report together with theaudited financial statements for the financial year (FY) ended March 31 2018. This reportstates compliance as per the requirements of the Companies' Act 2013 ("theAct") the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") and other rules andregulations as applicable to the Company.

FINANCIAL PERFORMANCE

The highlights of the financial performance for the year under review as compared tothe previous financial year are given below:

(Rs. in Cr. except for EPS)

Particulars

Standalone

Consolidated

2017-18 2016-17 2017-18 2016-17
Revenue from Operation & Other Income 547.72 549.86 603.58 607.92
Gross Profit before Finance Cost & Depreciation 84.94 72.03 83.09 59.21
Less: Finance Cost 31.25 31.32 50.41 51.04
Less: Depreciation 17.76 16.61 32.21 30.22
Profit/(Loss) before Tax 35.93 24.10 0.47 (22.05)
Less: Provisions for Tax Expenses 7.12 5.80 1.43 (8.45)
Profit/ (Loss) from continuing operations 28.00 18.30 (0.96) (13.60)
Other Comprehensive Income 0.09 0.45 0.03 0.40
Profit/(Loss) after Taxes including other Comprehensive Income 28.90 18.75 (0.93) (13.20)
Less: Non-Controlling Interest

-

- (4.72) (4.86)
Profit/(Loss) for the Year attributable to Equity Holders of the parent 28.90 18.75 3.79 (8.34)
Earning Per Share (Rs.) 2.16 1.37 0.28 (0.65)

The Financial Results of the Company are discussed in detail in the ManagementDiscussion & Analysis Report.

SHARE CAPITAL

During the financial year 2017-18 there was no change in the paid up share capital ofthe Company. Total paid up share capital of the Company stands at 133596675 EquityShares of Rs.2/- each aggregating to Rs. 267193350/-. Details of Directors'shareholding as on March 31 2018 are mentioned in the Annexure to this Directors' Reportin 'Form MGT - 9'.

The equity shares of the Company continue to be listed on BSE Limited ("BSE")and National Stock Exchange ("NSE"). The stipulated listing fees for FY2018-19have been paid to both stock exchanges.

DIVIDEND

The Board of Directors at its meeting held on May 23 2018 has recommended a dividendof Rs. 0.80 paisa i.e. @ 40% per equity share for the year ended March 31 2018. Theamount of Dividend and Tax thereon aggregate to Rs. 1288.50 lakhs. The dividend on equityshares subject to the approval of shareholders at the Annual General Meeting (AGM) to beheld on September 28 2018 will be paid on or after September 29 2018 to the Memberswhose names appear in the Register of Members as of the close of business hours on FridaySeptember 21 2018 [Adjusted as Members' Register and Share Transfer Books shall be closedfrom Saturday September 22 2018 to Friday September 28 2018 (both days inclusive)].

Shares that may be allotted on exercise of stock options granted under the EmployeesStock Options Scheme before the book closure date for payment of dividend will rankpari-passu with the existing shares and be entitled to receive the dividend.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits including from the public and assuch no amount of principle or interest was outstanding as of the Balance Sheet date.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans guarantees and investments covered under Section 186 of theAct read with the Companies (Meetings of Board and its Powers) Rules 2014 form part ofthe Notes to the financial statements provided in this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company undertakes various transactions with related parties in the ordinary courseof its business. All transactions entered into with related parties as defined under theCompanies Act 2013 during the financial year were in the ordinary course of business andon an arm's length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. The transactions entered into pursuant to the omnibus approval so grantedand a statement giving details of all related party transactions is placed before theAudit Committee and the Board of Directors for their approval on a quarterly and annualbasis.

There were no materially significant transactions with the related parties during thefinancial year which were in conflict with the interest of the Company and henceenclosing of Form AOC-2 is not required. Suitable disclosure as required by the IndianAccounting Standard (Ind AS-24) has been made in the notes to the Financial Statements.

The Policy on materiality of related party transactions and dealing with related partytransactions may be accessed on the Company's website at the linkhttp://www.setcoauto.com/statutory-policies.

The details of related party transactions are given in Note 37 to the financialstatements.

EMPLOYEE STOCK OPTION PLAN (ESOPS)

(The Company implemented the Employee Stock Option Scheme ("Scheme") inaccordance with the Securities & Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 ('the SEBI (SBEB) Regulations') as a measure to reward andmotivate the employees by creating an employee ownership as also to attract and retaintalent.

Disclosures pertaining to the Scheme of the Company pursuant to SEBI (SBEB) Regulationsare placed on the company's website: www.setcoauto.com. Details of options vestedexercised and cancelled are provided in the Notes to the standalone financial statements.No employee has been issued stock options during the year equal to or exceeding 1% ofthe issued capital of the company at the time of grant.

The Company has received a certificate from the Statutory Auditors of the Company thatthe Scheme have been implemented in accordance with the SEBI (SBEB) Regulations and theresolution passed by the shareholders of the Company. The certificate would be placed atthe Annual General Meeting for inspection of the members.

There has been no material change in the subsisting scheme. In terms of the provisionsof the SEBI (SBEB) Regulations the details of the Stock Options granted under the ESOPScheme is annexed herewith as Annexure 1.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's Discussion and analysis is set out in this Annual Report.

SUBSIDIARIES

Performance of Company's subsidiaries is elaborated in detail under 'ManagementDiscussion & Analysis'.

Your Company has five subsidiaries across the globe which includes Lava Cast PrivateLtd. (CIN: U27205GJ2011PTC100777) Setco Automotive (UK) Ltd (SAUL) Setco Automotive (NA)Inc. (SANAI) Setco MEA DMCC Dubai and WEW Holdings Ltd.

Section 136 of the Companies Act 2013 has exempted companies from attaching the annualreports and other particulars of its subsidiary Companies with the annual report of theCompany. Accordingly the Annual Reports of the subsidiaries are not attached with thisAnnual Report. However statement containing salient features of financial statements ofsubsidiaries as per 129 (3) of the Act is also included in this Annual Report in formAOC-1 as Annexure 2 to the Directors' Report. The financial statements of the subsidiarycompanies are available for inspection of the shareholders at the Registered Office of theCompany between 11.00 a.m. to 3.00 p.m. on all working days except Tuesdays up to andincluding the date of the Meeting.

The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at the link http://www.setcoauto.com/statutory-policies.

INTERNAL FINANCIAL CONTROLS

The Company has appropriate internal control system in place to ensure reliability offinancial reporting orderly and efficient conduct of business compliance with policiesprocedures safeguarding of assets and economical and efficient use of resources.Appropriate review and control mechanisms are in place to ensure that such control systemsare adequate and operate effectively.

Audit Committee and the Board review these internal control systems to ensure theyremain effective and are achieving their intended purpose. The Company's internal auditteam conducts periodic audits checks and has laid down controls to prevent detect andcorrect any irregularities in the operations of the Company.

INDIAN ACCOUNTING STANDARDS (IND AS) 2015

The financial statements up to the year ended March 31 2017 were prepared inaccordance with the Indian Accounting Standards notified under the Companies (AccountingStandards) Rules 2006 (as amended) and other relevant provisions of the Act.

The annexed financial statements comply in all material aspects with the IndianAccounting Standards (Ind AS) notified under section 133 of the Act [Companies (IndianAccounting Standards) Rules 2015] and other relevant provisions of the Act.

These financial statements are the first financial statements of the Company under IndAS.

Detailed information on the impact of the transition from the previous GAPP to Ind ASis provided in the annexed financial statements.

CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the financial year 2017-18are prepared in compliance with applicable provisions of the Companies Act 2013 IndianAccounting Standards (Ind AS) and LODR as prescribed by the Securities and Exchange Boardof India (SEBI). The consolidated financial statements have been prepared on the basis ofaudited financial statements of the Company and its subsidiaries as approved by theirrespective Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company primarily works through Setco Foundation and also supports other NGOstowards supporting projects to facilitate a neighbourhood to ensure full access tohealthcare nutrition education and opportunity for growth. We strongly believe that asa model corporate citizen our Corporate Social Responsibility (CSR) activities should CSR- Care Support and Revive. It is our way of giving back to the community and environmentwhich has helped us grow and thrive. Details of the CSR activities are more particularlyexhibited at the link http://setcofoundation.org/what-we-do/.

The Corporate Social Responsibility Committee (CSR Committee) formulated andrecommended to the Board the Corporate Social Responsibility Policy (CSR Policy) of theCompany indicating therein the CSR activities to be undertaken by the Company. The CSRPolicy has been approved by the Board of Directors.

The CSR Policy may be accessed on the Company's website at the link:http://www.setcoauto.com/statutory-policies

During the year under review the Company has spent Rs. 88.70 lakhs on CSR activities.The Annual Report on CSR activities is given at Annexure 3 hereto.

HUMAN RESOURCES

Your Company takes great pride in its Human Capital and takes significant effort inhiring advancing and retaining the talent. The Company's comprehensive Human resourcestrategy takes into cognizance the key aspects of people development such as employeeengagement talent management performance management capability development andprogressive industrial relations. Training and consequent learning therefore forms animportant element of each employee's career growth. The endeavor is to build andstrengthen organizational capabilities thereby enabling the Organization to sustainattractive growth in a dynamic business environment.

Setco ensure that there is full adherence to the code of ethics and fair businesspractices. It provides an equal opportunities employer and employees are evaluated solelyon the basis of their qualifications and performance. The Human Resource function is abusiness partner that focusses on improving the way of life work culture employeeengagement productivity effectiveness and efficiency. The Company believes in developingan efficient and committed employee base that is aware and empowered.

Industrial relations with the employees have continued to remain cordial.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WORKMEN AT WORKPLACE

In accordance with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the company has framed a Policy onPrevention of Sexual Harassment at Workplace and constituted an Internal ComplaintsCommittee for Prohibition Prevention and Redressal of Sexual Harassment and mattersconnected therewith or incidental thereto covering all the related aspects.

All employees (permanent contract temporary trainees) are covered under the policy.During the year under review there were no cases reported under the said scheme.

VIGIL MECHANISM

The Company believes to conduct its affairs in a fair and transparent manner byadopting highest standards of professionalism integrity honesty and ethical behaviour.The Company is committed to developing a culture where it is safe for all employees toraise concerns about any wrongful conduct.

Your Company has adopted a Vigil Mechanism/whistle blower Policy to enable employees toraise concerns about unacceptable improper practices and/or any unethical practices beingcarried out in the organisation without the knowledge of management. This Whistle BlowerPolicy will also be applicable to the Directors of the Company.

The Audit Committee oversees the vigil mechanism. No employee has been denied access tothe Audit Committee. The Audit Committee reviews on a quarterly basis reports made underthis policy and implements corrective actions wherever necessary. The policy has beenappropriately communicated to all the employees and posted on the Company's website at thelink http://www.setcoauto.com/statutory-policies. No such fraud or wrongful conduct wasreported during the year under review.

RISK MANAGEMENT

The Company has a well-defined risk management policy and framework in place to ensureproper identification and treatment of risks. The identification and mitigation ofstrategic business operational and process risks are carried out for all functions. YourCompany is committed to managing the risks in a proactive and efficient manner.

Your Company through its risk management process strives to contain impact andlikelihood of the risks within the risk appetite as agreed from time to time with theBoard of Directors.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is furnished in the CorporateGovernance Report annexed to this report.

Changes in the Board

During the year Mr. Pratap Merchant (DIN 00022223) Independent Director of theCompany resigned w.e.f. May 30 2017 on personal grounds. The Board places on records itsappreciation of the contribution made Mr. Merchant as Director of the Company.

During the year at the 34th (thirty fourth) Annual General Meeting Mr. Harish Sheth(DIN 01434459) Mr. Udit Sheth (DIN 00187221) Mr. Shvetal Vakil (DIN: 00140956) and Mrs.Urja Shah (DIN: 02675341) were re-appointed as directors.

Mr. Bhalchandra Naik (DIN: 02490022) Independent Director of the Company resignedw.e.f. March 08 2018 due to his pre-occupations.

Mr. Udit Sheth (DIN 00187221) was re-designated as Non-Executive Director of theCompany vide circular resolution of the Board of Directors on March 9 2018.

In order to strengthen the Board and to continue to avail the benefit of his vastexperience on the recommendation of Nomination and Remuneration Committee the Board ofDirectors appointed Mr. Bhalchandra Naik (DIN:02490022) as an Additional Director of theCompany w.e.f. May 30 2018 in the category of Non-Executive and Independent Directors.

Further in order to strengthen the Board on the recommendation of Nomination andRemuneration Committee the Board of Directors appointed Mr. Arun Tiwari (DIN: 05345547)as an Additional Director of the Company w.e.f. July 31 2018 in the category ofNon-Executive and Independent Director.

In accordance with Section 161 of the Act aforesaid Additional Directors hold officeupto the date of the forthcoming Annual General Meeting of the Company and being eligibleoffer their candidature for re-appointment as Directors. Your approval for theirappointment as Directors in the category of Non-Executive Independent Directors has beensought in the Notice convening the forthcoming Annual General Meeting of the Company.

As on date of this report Company's Board comprises of 9 (nine) Directors out ofwhich 5 (five) are Non-Executive Directors (NEDs) including 1 (one) Woman Director. NEDsrepresent 56% of the total strength. All 5 (five) NEDs are independent directors.

Re-appointment

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Urja Shah retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment as a Director.

The information as required to be disclosed under Regulation 36 of SEBI (LODR)Regulations in case of re-appointment of the said director is provided in the notice ofthe ensuing Annual General Meeting.

The disclosure in pursuance of Schedule V to the Companies Act 2013 and SEBI ListingRegulation pertaining to the remuneration incentives etc. to the Directors is given inthe Corporate Governance Report.

Independent Directors

The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation. In accordance with Section 149(7) of the Act each IndependentDirector has given a written declaration to the Company confirming that he/she meets thecriteria of independence as mentioned under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations.

BOARD EFFECTIVENESS:

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirement of the Listing Regulations the Company has put inplace a familiarization programme for the Independent Directors to familiarize them withtheir roles rights responsibilities as directors nature of the industry in which theCompany operates business model of the Company and related matters. The details offamiliarization programmes are explained in the Corporate Governance Report. The saiddetails are also available on the website of the Company at the linkhttp://www.setcoauto.com/statutory-policies.

EVALUATION PROCESS

In line with the statutory requirements enshrined under the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardcarried out a performance evaluation.

As per the SEBI Guidance note on Board Evaluation a Board effectiveness assessmentquestionnaire was designed for the performance evaluation of the Board its CommitteesChairman and individual directors and in accordance with the criteria set and coveringvarious aspects of performance including structure of the board meetings of the boardfunctions of the board role and responsibilities of the board governance and complianceevaluation of risks grievance redressal for investors conflict of interest stakeholdervalue and responsibility relationship among directors director competency boardprocedures processes functioning and effectiveness. The said questionnaire wascirculated to all the directors of the Bank for the annual performance evaluation.

Based on the assessment of the responses received to the questionnaire from thedirectors on the annual evaluation of the Board its Committees Chairman and theindividual Directors the Board Evaluation Report was placed before the meeting of theIndependent Directors for consideration.

Similarly the Board at its meeting assessed the performance of the IndependentDirectors. The Directors were quite satisfied with the results of the performanceevaluation of the Board & its Committees Chairman and individual directors.

KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key managerial Personnel of the Companypursuant to section 2(51) and section 203 of the Act read with the Rules framedthereunder:

- Mr. Harish Sheth Chairman & Managing Director

- Mr. Jatinder Bir Singh Gujral Chief Executive Officer (w.e.f. July 1 2017)

- Mr. Vinay Shahane Vice President Finance (Chief Financial Officer)

- Mr. Nishant Javlekar Company Secretary and Compliance officer. (w.e.f. May 2 2018)

- Mr. Bhautesh Shah the earlier Company Secretary of the Company and KMP resigned fromthe services of the Company w.e.f. August 14 2017.

Policy on Remuneration of Directors KMPs and Senior Managerial Personnel and criteriafor matters under Section 178 of the Act

Information regarding the Policy on Remuneration of Directors KMPs and SeniorManagerial Personnel and criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub-section (3) of Section 178of the Companies Act 2013 and SEBI Listing Regulation adopted by the Board is appended asAnnexure 4 to the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March2018 the applicable accounting standards and Schedule III of the Companies Act 2013have 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 your Company as at 31st March 2018 and of the profitand loss of the Company for the financial year ended 31st March 2018;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors.

BOARD MEETINGS

During the year seven meetings of the Board of Directors were convened and held thedetails of which are given the report on Corporate Governance. The intervening gap betweenthe meetings was within the period prescribed under the Act and SEBI (LODR) Regulations2015.

AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of the requirements of the Actread with the Rules made thereunder and Regulation 18 of the Listing Regulations. Thedetails relating to the same are given in the Report on Corporate Governance with formspart of this Annual Report.

The Company also has CSR Committee Nomination & Remuneration CommitteeStakeholders Relationship Committee Finance & Operation Committee SelectionCommittee Shares allotment Committee and Qualified Institutional Placement Committee. Theconstitution and details of their meetings are given in the report on CorporateGovernance.

AUDITORS

Statutory Auditors

M/s. V. Parekh & Associates Chartered Accountants (Firm Registration No. 107488W)were appointed as the Statutory Auditors of the Company to hold office from the conclusionof the 34th Annual General Meeting of the Company held on September 27 2017 until theconclusion of the fifth consecutive Annual General Meeting of the company to be held inthe financial year 2021-22 subject to ratification of their appointment by the Members atevery AGM held after the AGM held on September 27 2017.

As required under the provisions of Section 139(1) of the Act the Company has receiveda written consent from M/s. V. Parekh & Associates Chartered Accountants and acertificate to the effect that their appointment if made would be in accordance with theprovisions of the Act and the Rules framed thereunder and that they satisfy the criteriaprovided in Section 141 of the Act.

The Members are requested to ratify the appointment of the Statutory Auditors and fixtheir remuneration.

Directors' comments on Auditors Qualification in Consolidated Auditors Report:

The Auditors have made qualification in their Report on the Consolidated Accounts fornot having ascertained and eliminated the unrealized profit element in the stocks lyingwith the subsidiaries out of inter-company transactions in terms of the Indian AccountingStandard-110 "Consolidated Financial Statements".

In view of the accounting method followed at the subsidiaries it was verydifficult/not possible to segregate the stock from different sources and work out itsvaluation. However the steps are being taken to modify the accounting software to enablethe extraction of the relevant information. This will enable the subsidiaries to provideinformation on unrealized profits in the stocks received from the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and Rules thereunder the Companyhad appointed M/s. P. P. Shah & Co. Practicing Company Secretaries (MembershipNo.1483 CP No. 436) to conduct Secretarial Audit for the financial year 2017-18. TheSecretarial Audit Report for the financial year ended March 31 2018 is annexed herewithmarked as Annexure 5 in Form MR-3 to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Secretarial Auditorsof the Company regarding the compliance with provisions of corporate governance asstipulated under Schedule V of the Listing Regulations forms a part of this Annual Report.

All Board members and senior management personnel have affirmed compliance with theCode of Conduct for the year 2017-18. A declaration to this effect signed by the Chairman& Managing Director of the company is contained in this Annual Report.

The Chairman & Managing Director and CFO have certified to the Board with regard tothe financial statements and other matters as required under Regulation 17(8) of the SEBI(LODR) Regulations and the said certificate is contained in this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy: The operations of the Company are not energy - intensive.However the Company takes necessary steps wherever applicable to conserve energy. Tothis extent employees and operators are regularly educated about saving energy.

B. Technology Absorption: The Company's product i.e. clutches for commercial vehiclesare manufactured under the proprietary technology and heritage 'Lipe' Brand. Most of thecomponents for manufacturing clutches are procured indigenously except for certaincritical components for offering better quality at a competitive price to customersbeing imported.

C. Foreign Exchange Earnings and Outgo: Details of foreign exchange earnings and outgoduring the financial year 2017-18 are furnished in Notes to the Accounts.

QUALITY STANDARD ACCREDIATION

Your Company is ISO 9002 as well as TS 16949 certified in line with the globalrequirements of the automotive sector by Bureau Veritas Certification (formerly BVQI).

Further the Company's Unit is accredited with Environmental Management System (EMS)(ISO 14001) as well as Occupational Health Safety Standards (OHSAS 18001) and VDA 6.3Certification.

Extract of Annual Return

Extract of Annual Return as provided under Section 92(3) of the Act in Form MGT-9 isannexed herewith as Annexure 6 to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to the remuneration of Directors KMPs and employees underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is detailed in the Corporate GovernanceReport.

In terms of Section 136 of the Act the copy of the Financial Statements of theCompany including the Consolidated Financial Statements the Auditors' Report andrelevant Annexures to the said financial statements and reports are being sent to theMembers and other persons entitled therefor excluding the information in respect of thesaid employees containing the particulars as specified in Rule 5(2) of the said Ruleswhich is available for inspection by the Members at Registered Office of the Companyduring all working days except on Tuesday Public Holidays and National Holidays between10.00 a.m. and 5.00 p.m. upto the date of the AGM. If any member is interested inobtaining a copy thereof he/she may write to the Company Secretary of the Company at itsRegistered Office.

The information required pursuant to Section 197 of the Act read with Rule 5(1)(i) ofthe Companies (Appointment and Remuneration) Rules 2014 in respect of ratio ofremuneration of each director to the median remuneration of the employees of the Companyfor the year under review will be made available for inspection at the Registered Officeof the Company during the working hours of the Company for a period of 21 days before thedate of the Annual General Meeting of the Company pursuant to Section 136 of the CompaniesAct 2013 and any member interested in obtaining such information may write to the Companyand the same will be furnished on request.

GENERAL

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

3. Neither the Managing Director nor the Whole-time Directors of the Company receivedany remuneration or commission from any of its subsidiaries.

4. 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.

ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to thank its Customers SuppliersBankers Members Business Partners/Associates and the Government Authorities for thesupport and cooperation received by the Company. The Board would also like to place onrecord their appreciation to employees at all levels for their hard work dedication andcommitment.

For and on behalf of the Board
Harish Seth
Place: Mumbai Chairman and Managing Director
Date: July 31 2018 DIN: 01434459