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Solar Industries India Ltd.

BSE: 532725 Sector: Industrials
NSE: SOLARINDS ISIN Code: INE343H01029
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OPEN 1161.80
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VOLUME 318
52-Week high 1350.00
52-Week low 923.60
P/E 45.33
Mkt Cap.(Rs cr) 10,472
Buy Price 1155.00
Buy Qty 5.00
Sell Price 1186.00
Sell Qty 1.00
OPEN 1161.80
CLOSE 1181.40
VOLUME 318
52-Week high 1350.00
52-Week low 923.60
P/E 45.33
Mkt Cap.(Rs cr) 10,472
Buy Price 1155.00
Buy Qty 5.00
Sell Price 1186.00
Sell Qty 1.00

Solar Industries India Ltd. (SOLARINDS) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits the report of the business and operations of yourCompany (‘the Company' or ‘Solar') along with the Audited Financial Statementsfor the financial year ended on March 31 2019. The consolidated performance of theCompany and its subsidiaries has been referred to whenever required.

1. Financial Results

The Company's financial performance for the year ended on 31st March 2019is summarised below.

( Rs in Crores)

Particulars Standalone Consolidated
Year ended 31.03.2019 Year ended 31.03.2018 Year ended 31.03.2019 Year ended 31.03.2018
Net Revenue from operations
(Including Other Income) 1684.44 1323.58 2476.29 1963.57
Less: Expenditure 1350.05 1077.84 1959.63 1539.92
Operating profit (PBIDT) 334.39 245.74 516.66 423.65
Interest 11.92 14.23 49.87 32.72
Profit before Depreciation & Tax (PBT) 322.47 231.51 466.79 390.93
Less: Depreciation 28.93 26.09 58.89 51.29
Profit before Tax & Exceptional item 293.54 205.42 407.90 339.64
Less: Exceptional item 6.05 - 6.05 -
Profit before Tax 287.49 205.42 401.85 339.64
Less: Provision for Taxation 96.02 71.16 125.05 106.05
Profit after Tax 191.47 134.26 276.80 233.59
Other Comprehensive Income (0.18) (1.02) (47.25) 7.98
Share of profit transfer to minority - - 8.76 13.56
Net Profit (after minority interest) 191.29 133.24 220.79 228.01
Balance brought forward 296.06 240.51 470.62 369.78
Balance available for appropriation 487.35 373.75 691.41 597.79
Appropriation:
Dividend 54.29 27.15 54.29 27.15
Tax On Dividend 11.16 5.52 11.16 5.53
Other Adjustment 0.24 (0.02) (0.99) (41.37)
Other Comprehensive Income - - 40.82 (7.46)
General Reserve 60.00 45.00 91.80 45.66
Balance Profit Carried To Balance Sheet 362.14 296.06 573.99 470.62
Earning Per Share (EPS) 21.16 14.84 28.91 24.37

Results of Operation

Standalone Reaching

During the financial year ending on March 31 2019 the Company achieved turnover of RS1663.22 Crores as against turnover of RS 1305.35 Crores achieved during the previous yearwhich is a significant increase in turnover by 27.42 %.

The Profit After Tax (PAT) for the financial year 2018-19 is RS 191.47 Croresagainst RS 134.26 Crores in the previous year 2017-18.

Profit before Interest Depreciation Amortization Exceptional Items & Tax stoodat H 334.39 Crores as against RS 245.74 Crores in the previous year.

Earnings Per Share as on March 31 2019 is RS 21.16 vis a vis against RS 14.84 as onMarch 31 2018.

The net worth of the Company has increased and stands at to RS 885.05 Crores in thefiscal year 2019 from RS 759.21 Crores at the end of fiscal year 2018.

Consolidated Reaching

During the financial year ending on March 31 2019 the Company achieved turnover of RS2461.57 Crores as against turnover of RS 1951.47 Crores achieved during the previous yearwhich is a significant increase in turnover by 26.14 %.

The Profit After Tax (PAT) after transferring the share of profit of Minority Interestfor the financial year 2018-19 is RS 261.61

Crores against previous year RS 220.55 Crores in 2017-18.

Profit before Interest Depreciation Amortization Exceptional Items & Tax stoodat RS 516.66 Crores as against RS 423.65 Crores in the previous year.

Earnings Per Share as on March 31 2019 is RS 28.91 vis a vis against RS 24.37 as onMarch 31 2018.

The net worth of the Company has increased and stands at to RS 1238.33 Crores in thefiscal year 2019 from RS 1083.86

Crores at the end of fiscal year 2018.

2. Transfer to Reserves

The Company has transferred RS 91.80 Crores to the general reserve out of the amountavailable for appropriations and an amount of RS 573.99 Crores is proposed to be retainedin the statement of profit and loss.

3. Dividend

Based on the Company's performance the Directors have recommended a payment of RS 7/-(Rupees seven only) per equity share of the face value of RS 2/- (Rupees two only) each asfinal dividend for the FY 2018-19 for the approval of the shareholders at the ensuingAnnual General Meeting (‘AGM') of the Company. The dividend paid for FY 2017-18 wasRS 6/- (Rupees six only) per equity share of the face value of RS 2/- (Rupees two only).

The dividend on equity shares including dividend tax for the FY 2018-19 wouldaggregate to RS 76.36 Crores resulting in payout of 29.19 % of the unconsolidated profitsof the Company.

The dividend declared and/or paid by the Company for the FY 2018-19 is incompliance with the Dividend Distribution Policy. The Dividend Distribution Policy of theCompany is set out as is also uploaded on the Company's website –https://www.solargroup.com/Uploads/Files/Investors/policies/PDD.pdf

4. Material Changes between the date of the Board Report and end of FinancialYear

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

5. Deposits

During the year the Company has not accepted deposits from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

6. Credit Ratings

Given below are the ratings given to the Company by CRISIL during the year underreview:

Sr. No. Particulars Rating
1. Long Term Borrowings CRISIL AA/ Positive (Reaffirmed)
2. Short Term Borrowings CRISIL A1+ (Reaffirmed)
3. Commercial Paper CRISIL A1+

The ratings reflect SIIL'S strong market position good operating efficiencies (backedby prudent raw material procurement policies and backward integration) and strong debtprotection measures. To arrive at its ratings CRISIL has combined SIIL's financial andbusiness profiles with those of its subsidiaries.

7. Particulars of Loan Guarantees or Investments with Related Parties

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements forminga part of this annual report.

8. Subsidiaries and Associates

As a purposeful strategy your Company carries all its business operations throughseveral subsidiaries and associate companies which are formed either directly or asstep-down subsidiaries or in certain cases by acquisition of a majority stake in existingenterprises.

During the year under review:

1. Information on newly incorporated Subsidiary and acquisition during the year.

Keeping pace with the strategy of selective internationalisation the company has setup a step-down subsidiary company in Zimbabwe (through Solar Overseas Mauritius Limited)named Solar Nitro Zimbabwe (Private) Limited which was Incorporated on October 10 2018.

During the year under review the Company has acquired 49% stake of Astra Resources(Pty) Limited through its step down subsidiary Company Solar Industries Africa Limited(Mauritius).

2. Information of the Subsidiary liquidated and in the process of liquidation duringthe year.

In continuation of the efforts to realign the group structure and consolidate the multilayered structure Solar Industrias Mozambique LDA a step down subsidiary of the Companywas liquidated on October 18 2018 and Solar Explochem (Ghana) Limited a step downsubsidiary of the Company is under the process of Liquidation.

9. Audited Financial Statements of the Company`s Subsidaires

The Board of Directors of your Company at its meeting held on May 09 2019 approvedthe Audited Consolidated Financial Statements for the FY 2018-19 which includes financialinformation of all its subsidiaries and forms part of this report. The ConsolidatedFinancial Statements of your Company for the FY 2018-19 have been prepared in compliancewith applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 requirement.

A report on the performance and financial position of each of subsidiaries of yourCompany including capital reserves total assets total liabilities details ofinvestment turnover etc. pursuant to Section 129 of the Companies Act 2013 in the FormAOC-1 forms part of this Annual Report.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on our websitewww.solargroup.com These documents will also be available for inspection during businesshours at registered office of the Company.

10. Share Capital

The paid up Equity Share Capital as on March 31 2019 was RS 18.09 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.

11. Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter "ListingRegulations"). A separate section on corporate governance along with a certificatefrom the auditors confirming compliance is annexed and forms part of this Annual Report.

12. Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The Committee isresponsible for monitoring and reviewing the risk management plan and ensuring itseffectiveness. Currently the Company's risk management approach comprises of thefollowing:

A. Risk Identification

B. Risk Assessment

C. Risk Treatment and Mitigation

D. Risk Control and Monitoring

Solar's risk assessment matrix is used as the benchmark in planning and implementingthe risk management measures.

It takes into consideration the nature scale and complexity of the business. Adetailed note on the risks is included in the Management Discussion and Analysis formingpart of the Annual Report and the details of Risk Management Committee and its frequencyof meetings are included in the Corporate Governance Report.

13. Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provision of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit transfer and Refund) Rules 2016 (‘the Rule') all theunpaid and unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of Seven Years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theShareholder for seven consecutive years or more shall also be transferred to demat accountof the IEPF Authority. Accordingly the Company has transferred the unclaimed and unpaiddividends of RS 72053.

Further Five corresponding shares were transferred as per the requirements of IEPFrules. The details of Investor Education and Protection Fund (IEPF) are included in theCorporate Governance Report.

14. Board Diversity

Your Company has laid down well-defined criteria for the selection of candidates forappointment as Directors Key Managerial Personnel and Senior Management. There has beenno change in the policy since last fiscal.

15. Declaration by Independent Directors

The Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

16. Board Meetings

During the year Five Board Meetings were convened and held on May 11 2018 July 302018 October 29 2018 January 31 2019 and March 30 2019. The details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

17. Board Committees & Its Meetings

The Board of the Company has total Five Committees namely Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee and Risk Management Committee. The details of composition andcommittee meetings during the year are given in the Corporate Governance Report which is apart of this Annual Report.

18. Internal Financial Control and its Adequecy

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies Safeguarding itsassets prevention and detection of frauds error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

19. Reporting of Frauds

During the year under review neither the Statutory Auditor nor the SecretarialAuditor has reported to the Audit Committee Under Section 143(12) of the Companies Act2013 any instances of the fraud committed by the Company its officers and employees thedetails of which would need to be mentioned in the Board Report.

20. 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' respectivelyhave been duly followed by the Company.

21. Significant and Material Order

There are no significant and material orders passed by the regulators or courts ortribunal impacting the going concern status and the Company's operation in future.

22. Vigil Mechanism

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy todeal with instance of fraud and mismanagement if any. The details of the Whistle BlowerPolicy is explained in the Corporate Governance Report and also posted on the website ofthe Company at the link https://www.solargroup.com/Uploads/Files/Investors/policies/WBP.pdf

23. Policy on Sexual Harassment of Women at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of sexual harassment of womenat workplace (Prevention Prohibition and Redressal) Act 2013 and the rules madethereunder. All employees (permanent contractual temporary and trainees) are coveredunder the said policy. During the financial year under review the company has notreceived complaints of sexual harassment from any of the women employee of the company.

24. Directors and Key Managerial Personnel

a. Director's Retiring by Rotation

In terms of Articles of Association of the Company and as per Section 152(6) of theCompanies Act 2013 provides that 2/3rd of the Board of Directors is consideredto be Directors liable to retire by rotation of whicRs 1/3rd shall retire atevery Annual General Meeting of the Company as per Section 152(6) (e) of the CompaniesAct 2013 and the Company shall have an option to re-appoint the retiring Director orappoint someone else in his place.

This year Shri Kailashchandra Nuwal (DIN: 00374378) shall retire by rotation and beingeligible offer himself for re-appointment at this Annual General Meeting.

The Boards of Directors recommends his re-appointment at Item No. 3 of the NoticeCalling 24th Annual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Shri Kailashchandra Nuwal (DIN:00374378) who is proposed to be re-appointed as required to be disclosed under Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isincorporated in the annexure to the notice calling 24th Annual General Meeting.

b. Re-appointment of the following Independent Directors not liable to retire byrotation (whose tenure came to an end on March 31 2019) for a second termpursuant to applicable provisions of the Act read with the Rules issued thereunder andListing Regulations:

• Shri Dilip Patel (DIN: 00013150) re-appointed upto March 31 2024;

• Shri Amrendra Verma (DIN: 00236108) re-appointed upto March 31 2024;

• Shri Ajai Nigam (DIN: 02820173) re-appointed upto March 31 2024;

• Shri Anant Sagar Awasthi (DIN: 00228429) re-appointed upto March 31 2020;

The aforementioned appointments were based on outcome of performance evaluationexercise experience and contributions made by Shri Dilip Patel Shri Amrendra Verma ShriAjai Nigam and Shri Anant Sagar Awasthi in their previous tenure.

The Board of Directors recommends their re-appointment at Item No. 456 & 7 of theNotice Calling 24th Annual General Meeting for consideration of theShareholders.

The brief resume and other details relating to Shri Dilip Patel Shri AmrendraVerma Shri Ajai Nigam and Shri Anant Sagar Awasthi who is proposed to be re-appointed asrequired to be disclosed under Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is incorporated in the annexure to the noticecalling 24th Annual General Meeting.

c. Key Managerial Personnel

Pursuant to the Section 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The Key ManagerialPersonnel of the Company as on March 31 2019 are:

Shri Satyanarayan Nuwal – Chairman and Executive Director Shri KailashchandraNuwal – Vice Chairman and Executive Director Shri Manish Nuwal – ManagingDirector and Chief Executive Officer Shri Anil Kumar Jain – Executive Director ShriSuresh Menon – Executive Director Shri Nilesh Panpaliya – Chief FinancialOfficer and Smt. Khushboo Pasari – Company Secretary & Compliance Officer.

25. Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 andRegulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance and individual directors as well as the evaluation of the working of itsBoard Committees. Performance evaluation of independent directors was done by the entireboard excluding the independent director being evaluated. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

26. Nomination & Remuneration Policy

The Board has on the recommendation of the Nomination

& Remuneration Committee framed a policy for selection and appointment ofDirectors Senior Management and their remuneration. The Nomination & RemunerationPolicy is stated in the Corporate Governance Report.

27. Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the Annual Return for FY 2018-19 is given in "Annexure A" inthe prescribed Form No. MGT-9 which is a part of this report. The same is available onthe website of the Company at www.solargroup.com

28. Particulars of Employees a. The ratio of the remuneration of each director to themedian remuneration of the employees of the Company for the financial year 2018-19 is asfollows:

Name of Directors Designation Ratio of Remuneration of Director to the Median remuneration
Shri Satyanarayan Nuwal Chairman and Executive Director 107.84
Shri Kailashchandra Nuwal Vice Chairman and Executive Director 107.84
Shri Manish Nuwal Managing Director & CEO 107.84
Shri Anil Kumar Jain Executive Director 16.98
Shri Suresh Menon* Executive Director 13.66
Shri Roomie Dara Vakil** Executive Director 1.33
Shri Anant Sagar Awasthi Non-Executive Independent Director 0.88
Shri Dilip Patel Non-Executive Independent Director 1.41
Shri Amrendra Verma Non-Executive Independent Director 1.12
Shri Ajai Nigam Non-Executive Independent Director 1.41
Smt. Madhu Vij Non-Executive Independent Director 1.08

Note:

*Appointed as an Executive Director of the Company w.e.f May 11 2018. **Resigned fromthe Board of the Company w.e.f. May 11 2018.

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year 2018-19 as follows:

Name of Directors Designation % increase in remuneration in the financial year 2018-19
Shri Satyanarayan Nuwal Chairman and Executive Director Nil
Shri Kailashchandra Nuwal Vice Chairman and Executive Director Nil
Shri Manish Nuwal Managing Director & CEO Nil
Shri Anil Kumar Jain Executive Director 27.27
Shri Suresh Menon* Executive Director Nil
Shri Roomie Dara Vakil** Executive Director 13.42
Shri Anant Sagar Awasthi Non-Executive Independent Director Nil
Shri Dilip Patel Non-Executive Independent Director 33.33
Shri Amrendra Verma Non-Executive Independent Director 50
Shri Ajai Nigam Non-Executive Independent Director 50
Smt. Madhu Vij Non-Executive Independent Director 50
Name of CFO and Company Secretary
Shri Nilesh Panpaliya Chief Financial Officer 10.34
Smt. Khushboo Pasari Company Secretary and Compliance Officer 22.22

c. The percentage increase in the median remuneration of employees in the financialyear: 11.6%

d. The number of permanent employees on the rolls of Company: 2080

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual increase of employee other than Key Managerial Personnel was 9%. Theaverage annual increase of Key Managerial Personnel was 16.84%. The increase inremuneration of employees other than the Key Managerial Personnel is considerably in linewith the increase in remuneration of Key Managerial Personnel.

g. The statement containing names of top ten employees in terms of remuneration drawnand the particulars of employees as required under Section 197(12) of the Act read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in a separate annexure forming part of this report. Further the reportand the accounts are being sent to the members excluding the aforesaid annexure. In termsof Section 136 of the Act the said annexure is open for inspection at the RegisteredOffice of the Company and has been uploaded on the website of the Company atwww.solargroup.com. Any shareholder interested in obtaining a copy of the same may writeto the Company Secretary.

29. Related Party Transactions

All related party transactions that were entered into during the financial year 2018-19were on an arm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee and also theBoard for approval. Prior omnibus approval of the Audit Committee is obtained on aquarterly basis for the transactions which are of a foreseen and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted are audited and astatement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors for their approval on a quarterly basis. The Companyhas formulated a Related Party Transactions policy indicating the Standard OperatingProcedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. None of the Directors has any pecuniary relationships or transactionsvis--vis the Company.

None of the transactions with related parties falls under the scope of Section 188(1)of the Companies Act 2013. Information on transactions with related parties pursuant toSection 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014are given in "Annexure B" in form AOC-2 and the same forms part of theDirectors Report.

30. Human Resources and Industrial Relations

The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of manager. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff.

31. Material Subsidiary

Economic Explosives Limited is a material subsidiary of the Company as per thethresholds laid down under the Listing Regulations. The Board of Directors of the Companyhas approved a Policy for determining material subsidiaries which is in line with theListing Regulations as amended from time to time. The Policy was revised effective fromApril 1 2019 in line with the amendments made to the Listing Regulations. The Policy hasbeen uploaded on the Company's website at https://reports.solargroup.com/PFDMS-1.pdf

32. Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethere under M/s S R B C & Co. LLP Chartered Accountants (Firm Registration No.324982E/E300003) jointly with M/s Akshay Rathi & Associates Chartered Accountants(Firm Registration No. 139703W) were appointed as Statutory Auditor of the Company in the22nd Annual General Meeting till the conclusion of the 27th AnnualGeneral Meeting of the Company.

M/s S R B C & Co. LLP Chartered Accountants (Firm Registration No.324982E/E300003) and M/s Akshay Rathi & Associates Chartered Accountants (FirmRegistration No. 139703W) have confirmed their eligibility and qualification requiredunder Section 139 141 and other applicable provisions of the Companies Act 2013 andRules issued thereunder (including any statutory modification(s) or re-enactment(s)thereof for the time being in force).

Auditors' Report

The Auditor's Report for the year ended March 31 2019 on the financial statements ofthe Company is a part of this Annual Report. The Auditors Report for the financial yearended March 31 2019 does not contain any qualification reservation or adverse remark.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013 and The Companies(Cost Records and Audit) Amendment Rules 2014 the Cost Audit of the Cost and relatedrecords of the Company for the year 2018-19 was undertaken by Shri Deepak Khanuja Partnerof M/s Khanuja Patra & Associates Nagpur the Cost Auditor of the Company.

The Board of Directors of the Company has appointed Shri Deepak Khanuja Partner of M/sKhanuja Patra & Associates to conduct the Cost Audit as per Section 148 of theCompanies Act 2013 read with The Companies (Cost Records and Audit) Amendment Rules 2014for the FY 2019-2020.

Internal Auditor

Pursuant to the provisions of Section 139 of the Companies Act 2013 and The Companies(Accounts) Rules 2014 during the year under review the Internal Audit of the functionsand activities of the Company was undertaken by the Internal Auditors of the Company onquarterly basis by M/s Ekbote Deshmukh & Co. and M/s D L & Associates the InternalAuditors of the Company.

There were no adverse remarks or qualification on accounts of the Company from theInternal Auditors.

The Board of Directors of the Company has appointed M/s Ekbote Deshmukh & Co.Chartered Accountants and M/s D L & Associates Chartered Accountants to conduct theInternal Audit as per Rule 13 of the Companies (Accounts) Rules 2014 prescribed underSection 138 of the Companies Act 2013 for the financial year 2019-2020.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit for the year 2018-19 was undertaken by Shri Anant B. KhamankarPracticing Company Secretary the Secretarial Auditor of the Company.

The Report of Auditors of the Company M/s Anant B Khamankar & Co. CompanySecretaries on the Secretarial and related records of the Company is annexed herewith as"Annexure C".

The Board of Directors of the Company appointed Shri Anant B. Khamankar PracticingCompany Secretary to conduct the Secretarial Audit as per Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 prescribed underSection 204 of the Companies Act 2013 for the financial year 2019-2020.

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08 2019 read withRegulation 24(A) of the Listing Regulations directed listed entities to conduct AnnualSecretarial compliance audit from a Practicing Company Secretary of all applicable SEBIRegulations and circulars/guidelines issued thereunder. The said Secretarial Compliancereport is in addition to the Secretarial Audit Report by Practicing Company Secretariesunder Form MR – 3 and is required to be submitted to Stock Exchanges within 60days of the end of the financial year.

The Company has engaged the services of Shri Anant Khamankar (CP No. 1860) PracticingCompany Secretary and Secretarial Auditor of the Company for providing this certification.

The Secretarial Audit Report and/or Secretarial Compliance Report does not contain anyqualification reservation or adverse remark.

33. Corporate Social Responsibility

As part of its initiatives under "Corporate Social Responsibility" (CSR) theCompany has undertaken various projects in the areas like: Health & Hygine EducationEnvironment sustainability Rural Development Public welfare

The projects are largely in accordance with Schedule VII of the Companies Act 2013.

The primary beneficiaries of CSR shall be the people in the areas within and around theCompany's Plant Locations.

The Report on CSR activities is annexed herewith as "Annexure D".

34. Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureE".

35. Statement of Management's Responsibility for Consolidated Financial Statements

Management is responsible for the preparation of the Consolidated Financial Statementsand related information that are presented in this report. The Board of Directors of yourCompany at its meeting held on May 09 2019 has approved the Audited ConsolidatedFinancial Statements for the financial year 2018-19 and its subsidiaries in accordancewith Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Accounting Standard (AS–21) and other Accounting Standards issued by theInstitute of Chartered Accountants of India. The Consolidated Financial Statements of yourCompany for the financial year 2018-19 are prepared in compliance with applicableAccounting Standards based on management's estimates assumptions and judgments whereapplicable as well as Listing Regulations as prescribed by the Securities and ExchangeBoard of India.

The Company has built adequate systems of internal controls aimed at achievingefficiency in operations optimum utilization of resources effective monitoring andcompliance with all applicable laws.

The Internal Audit function monitors the effectiveness of controls and also providesan independent and objective assessment of the overall governance processes in theCompany including the application of a systematic risk management framework. The AuditCommittee of the Board reviews major internal audit reports as well as the adequacy ofinternal controls.

36. Management Discussion and Analysis Report

A detailed review of operations performance and future outlook of your Company and itsbusinesses is given in the Management Discussion and Analysis which forms part of thisReport as stipulated under regulation 34(2)(e) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

37. Business Responsibility Report

The SEBI Listing Regulations mandate the inclusion of the BRR as part of the Annualreport for the top 500 listed entities based on market capitalization. In compliance ofListing Regulations we are pleased to present the Business Responsibility Report into ourAnnual Report.

38. Director's Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act 2013 the Board of Directorshereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended March31 2019 the applicable Accounting Standards had been followed and there are nodepartures; ii. Accounting policies have been selected and applied consistently andjudgments and estimates made that are reasonable and prudent so as to give true and fairview of the state of affairs of the Company at the end of the financial year March 312019 and of the profit of the Company for that year ended on that date; iii. Proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of this act for safeguarding the assets of the Company anddetecting fraud and other irregularities; iv. Annual accounts for the year ended March 312019 have been prepared on a going concern basis. v. Internal Financial controls were inplace and that the financial controls were adequate and were operating effectively. vi.Systems to ensure compliance with the provisions of all applicable laws were in place andwere adequate and operating effectively.

39. CEO/CFO Certification

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the CEO/CFO certification is attached with theannual report.

40. Appreciation & Acknowledgement

Your company satisfactorily outperformed the industry in this challenging year andcontinues to maintain its leadership position. It has been surpassing all theinternational quality and cost benchmarks and continues to build shareholder value. YourDirector looks to the future with confidence. We thank our customers vendors dealersinvestors business associates and bankers for their continued support during the year. Weplace on record our appreciation of the contribution made by employees at all levels. Ourresilience to meet challenges was made possible by their hard work solidaritycooperation and support.

For and on behalf of the Board
Place : Nagpur (Satyanarayan Nuwal)
Date : May 09 2019 Chairman