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Somany Ceramics Ltd.

BSE: 531548 Sector: Consumer
NSE: SOMANYCERA ISIN Code: INE355A01028
BSE 00:00 | 17 Feb 210.05 -0.05
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NSE 00:00 | 17 Feb 209.95 -0.05
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OPEN 210.20
PREVIOUS CLOSE 210.10
VOLUME 322
52-Week high 472.00
52-Week low 171.55
P/E 16.94
Mkt Cap.(Rs cr) 1,291
Buy Price 209.00
Buy Qty 1.00
Sell Price 214.00
Sell Qty 1.00
OPEN 210.20
CLOSE 210.10
VOLUME 322
52-Week high 472.00
52-Week low 171.55
P/E 16.94
Mkt Cap.(Rs cr) 1,291
Buy Price 209.00
Buy Qty 1.00
Sell Price 214.00
Sell Qty 1.00

Somany Ceramics Ltd. (SOMANYCERA) - Director Report

Company director report

Dear Members

Yours Directors have pleasure in presenting the 50th Annual Report togetherwith the Annual Audited Financial Statements of the Company for the year ended 31st March2018.

FINANCIAL SUMMARY

Particulars Standalone Consolidated
Year ended 31st March 2018 Year ended 31st March 2017 Year ended 31st March 2018 Year ended 31st March 2017
Revenue (Net Sales) 165326 179197 170821 172781
Profit Before Depreciation Interest and taxes 15022 17813 20396 25085
Profit before Tax 10112 13584 11836 17653
Tax Expense 3602 4813 3926 6150
Profit After Tax (before Minority interest) 6510 8771 7910 11503
Minority Interest - 866 1687
Profit After Tax (after Minority interest) 6510 8771 7044 9816
Transferred to General Reserve

FINANCIAL REVIEW

(The financial discussion is based on Standalone Financial Statements)

This year your company was initially confronted with teething issues postimplementation of SAP in April 2017 thereafter with the introduction of GST experiencedhicups due to constant changes in rates and regulations.

Arising out of the above revenues (net sales) of the Company declined marginally to H165326.33 lakhs during the year under review. The Earnings before Interest Depreciationand Tax (EBIDTA) Profit before Tax (PBT) and Profit after Tax (PAT) for the year underreview are H 15022.08 lakhs H 10112.13 lakhs and H 6509.98 lakhs respectively.

CORPORATE HIGHLIGHTS

Access to Capacity

During the year under review your Company had access to ~61 million square meters(msm) of tiles through own plants (26.28 msm) subsidiaries/ associates (25.71 msm) andother outsourced partners (~9 msm).

Capital Expenditure

Your Company continued to invest significantly in expanding and upgrading its plant andmachinery and infrastructure. During the year under review the gross block increased by H10128.49 Lakhs (previous year H 3280.82 Lakhs) towards enhancing capacity and meetingroutine capital expenditure requirements of own manufacturing plants.

Branding and Distribution

It is imperative for brand "Somany" to explore new marketing/advertisingpossibilities and newer ways of targeting specific target groups. Therefore we engaged atop notch creative agency who understands the dynamic advertising & media environmentwe have since recruited Ogilvy & Mather (India's No.1 Advertising Agency) who came onboard with a fresh and progressive approach in developing marketing campaigns whichinvolves consumers/trade/influencer segment and remains amongst the top 3 brands forconsideration within our industry.

Your company launched a fresh and peppy 360-degree TV advertisement campaign‘Aapka style Somany style' which reinforced the brand's commitment to meet thediverse customer personalities and requirements through its vast enriched productportfolio. The campaign unfolded with a power-packed all-round outreach and engagementplan across media vehicles. The brand had a significant presence across digital retailradio print cinema and TV with an estimated 1000+ GRPs.

Your company also released new print ads for product categories like Duragres GlosstraPlus Duragres Planks and French Collection. This was aimed to ensure visibility round theyear in Home & Dcor B2B/ Trade Premium positions like Back Cover Inside FrontCover etc. were taken in various B2B and B2C magazines with avg. circulation of 75000 +copies across various publications Architectural Digest BBC GoodHomes Elle Dcor IndiaToday Homes Better Interiors Better Homes & Garden Inside Outside etc. Kerala beingone of the focus states few advertisements were released in Vanitha (General InterestMagazine) & Veedu (Home Dcor Magazine) thereby accelerating the growth momentum inthe city.

To provide thrust to Sanitary ware & Bath Fittings business we had undertaken abrand positioning activity by associating with Royal Challengers Bangalore (RCB) as"Official Partner" for IPL 2018 with category exclusivity. As a result of thisyour company and RCB partnered to ensure a 360 reach which entailed a series ofmarketing activities and advertising campaigns across all touch points like outdoordigital social and print. Marque RCB players – Virat Kohli AB De Villers andChahal were featured as brand ambassadors helping us in our brand outreach to prospectivecustomers and younger audience.

The company established key relationships and engaged with the PR firm and other mediapartners and ensured target brand visibility through out the year by highlighting Somany'sexpanding retail foot print new product launches financial performances and majorcorporate announcements. We garnered a total of 380 pieces of coverage for F.Y. 2017-18which is an average of 1 clip per day. As a result we managed to get significant free onair time with leading business news channels including CNBC TV18 ET Now CNBC Awaazetc.

In finding out new ways to reach out to the whole nation your company executedin-cinema advertising during the screening of blockbusters like Bahubali 2 Tubelight JabHarry Met Sejal Tiger Zinda Hai & Padmavaat. This also helped our brand grow and findrecognition pan India.

Your Company is relentlessly working on innovation and product development. To caterthe dynamic requirement of customers your company launched two new product ranges DuragresTesoro & Glosstra Plus which received a good response from the market.

Keeping up the tradition of strengthening the distribution network and expandingfootprints your company opened about 100 showrooms/ display centres across the country.

Digital Presence of Somany has seen a progressive growth of more than 7% throughmonth-on-month sales using its various digital touch points. One of the most quirkycampaign was launched through Social Handles of Somany to promote its brand new TVC whichgarnered more than 1 million YouTube views and saw a boosted engagement rate of 28.41% onFacebook and 52.4% on Instagram #Aapka Style Somany Style trended nationally onTwitter for more than 3 hours at top 3 positions. Digital sales were boosted by leadgeneration exercise through Social Media SEO and SEM activities.

INDUSTRY SCENARIO AND OUTLOOK

The year 2017-18 was marked by several key structural initiatives to build strengthacross macro-economic parameters for sustainable growth in the future. These reforms areexpected to help reduce internal barriers to trade increase efficiency and improve taxcompliance. The 1st half of the financial year was guarded by continuing effects ofdemonetization and the implementation of GST from 1st July 2017. However theeconomy recovered from the initial setbacks to grow at over 7% in the 3rd quarter. In FY2017-18 GDP growth was pegged at 6.6% and is estimated to further grow at 7.3% in 2018-19.

DIVIDEND

Your Directors are pleased to recommend a dividend of 135% i.e. H 2.70 per equity sharefor the year under review i.e. same as the previous year. This represents a pay-out ratioof 21.2%. Pursuant to Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the dividend declared by the Company is as per theDividend Distribution Policy adopted by the Company in the year 2016-17 which is asfollows:

The Company was incorporated on 20th January 1968 and started its commercialproduction in 1972. The company has been paying dividend continuously since 1974 exceptfor the year 2002-03 to 2006-07.

Dividend pay-out is decided on the basis of macro-economic factors expected futurecash flows and future capital needs for expansion of production capacities of the companyfrom time to time and keeping in view contingencies for meeting unforeseen financialobligation of the Company.

The Dividend Distribution policy is also available on the website of the Company at theweb link:https://www.somanyceramics.com/wp-content/uploads/2017/03/Dividend-Distribution-Policy_SCL1.pdf

TRANSFER TO RESERVES

No amount was transferred to the General Reserve of the Company for the financial yearended 31st March 2018.

UTILISATION OF PROCEEDS ON ISSUE OF SHARES

Out of H 11999.97 lakhs raised through qualified institutions placement of equityshares in December 2015 the Company has so far utilized H 1849.97 lakhs (including issueexpenses of H 307.34 lakhs) for the purpose the funds were so raised and balance H10150.00 lakhs has been temporarily invested mainly in the debt instruments/funds.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

During the year your Company increased equity stake in M/s. Sudha Somany CeramicsPrivate Limited (formerly known as Sudha Ceramics Private Limited) from 50% to 51% on 20thSeptember 2017 and it became Subsidiary of your company and also acquired 51% stake inM/s Amora Ceramics Private Limited thereby making it subsidiary of the company.

Your Company further increased its stake in M/s Sudha Somany Ceramics Private Limitedfrom 51% to 60% on 1st May 2018 and also acquired 51% stake in M/s KaranjotEnterprises Private Limited on 1st May 2018 which is engaged in the businessof manufacturing and selling of Bath Fittings items such as faucets showers etc.

There was no business activity in M/s SKPL Ceramics Private Limited (Formerly known asSomany Keraben Private Limited) a 50:50 joint venture between your Company and M/sKeraben Grupo S.A. (Formerly known as M/s Keraben S.A.) therefore Joint Venture Agreementexecuted between the Company and M/s. Keraben Grupo S.A was terminated during the year andan application to remove the name of M/s. SKPL Ceramics Private Limited from the registerof Companies was filed which is under process.

During the year the Board of Directors reviewed the affairs of its subsidiaries andassociates. In accordance with Section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statements of the Company all its subsidiaries and associateswhich 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 Company'swebsite http://www. somanyceramics.com. These documents will also be available forinspection at our registered office at Kolkata India between 3:00 p.m. to 5:00 p.m. inworking days till the date of ensuing AGM.

The statement required under Section 134 of the Companies Act 2013 in respect of thesubsidiary companies associates and joint venture is provided at Annexure – 1 tothis report which comprises performance and financial position of each of subsidiariesassociates and joint venture.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with Related Parties during the financial year were on arm'slength basis and were in the ordinary course of business. Further there are no materiallysignificant related party transactions during the year under review made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave potential conflict with the interest of the Company at large. Accordingly thedisclosure of related party transactions as required under Section 134(3)(Rs.) of theCompanies Act 2013 in Form AOC-2 is not required. Your directors draw attention of theshareholders to the financial statements which set out related party disclosures.

Related Party Transactions Policy as approved by the Board has been uploaded on theCompany's website www.somanyceramics.com at the web link:https://www.somanyceramics.com/wp-content/uploads/2017/06/Related-Party-Policy_Revised_24.01.2017.pdf

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Companies Act 2013forms part of this Annual Report as Annexure – 2.

RISK MANAGEMENT

The Company has initiated measures to develop and implement Risk Management Systems inaccordance to Section 134(3)(n) of the Companies Act 2013 and the Risk Management Policyof the Company. The Risk Management process followed to identify assess and prioritiserisks that need to be minimised monitored and mitigated is quite elaborate. Thesemeasures help in reducing and controlling the impact of adverse events and maximise therealisation of opportunities. Major risks are identified systematically and mitigated on acontinuous basis. A few of the identified risks pertain to competitive intensity and costvolatility.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

The Company is required to transfer dividends which remained unpaid/unclaimed for aperiod of seven years to the IEPF established by the Central Government. The unpaid/unclaimed dividend for the year ended 31st March 2011 is due for transfer toIEPF on or after 11th September 2018.

During the period under review the MCA vide its General Circular No. 12/2017 dated 16thOctober 2017 provided that where the seven years' period provided under sub-section (5)of Section 124 was completed for unpaid/unclaimed dividends during 7thSeptember 2016 to 31st October 2017 the due date for transfer of such sharesby Companies was 31st October 2017. During the period under review theCompany transferred 88625 Equity shares of H 2/- each of 89 shareholders of the Companyheld in physical/demat form whose dividends remained unclaimed for consecutive 7 yearsi.e. from 2008-09 to 2015-16 and 17464 Equity shares of H 2/- each of 8 shareholders heldin physical form whose dividends remained unclaimed from 2009-10 to 2016-17 to InvestorEducation and Protection Fund (IEPF) pursuant to Section 124 (6) of the Companies Act2013 within the scheduled time.

STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

In requirement of para 9 of revised Secretarial Standards on Board Meeting i.e. SS-1your Directors states that they have devised proper systems to ensure compliance with theprovisions of all applicable

Secretarial Standards and that such systems are adequate and operating effectively.

AUDITORS' REPORT

All the items on which the Auditors' have commented in their report areself-explanatory and suitably explained in the Notes to the Accounts. The Auditors' Reportto the Shareholders for the year under review does not contain any qualifications.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief of the Directors of the Company and accordingto the information and explanations obtained by them your Directors make the followingstatement in terms of Section 134(3) (c) of the Companies Act 2013.

(a) In the preparation of the annual accounts for the year ended 31st March2018 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;

(b) The Directors' have selected such accounting policies applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2018 and ofthe profit of the Company for the year ended on that date.

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

(d) The Directors have prepared the annual accounts on a going concern basis.

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

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

CONSOLIDATED FINANCIAL RESULTS

As required by Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the consolidated financial statements have been prepared in accordancewith applicable Accounting Standards. The audited consolidated financial statementstogether with Auditors' Report forms part of this Annual Report.

The consolidated net profit of your Company was H 7044.42 Lakhs in the year underreview compared to H 9815.80 Lakhs in the corresponding previous year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Anjana Somany retires by rotation at the ensuing Annual General Meeting and beingeligible has offered herself for re-appointment.

Mr. Ghanshyambhai Girdharlal Trivedi Chief Executive Officer of the Company retiredfrom the post of Chief Executive Officer of the Company w.e.f. 17th August2017.

Mr. Tuljaram Maheshwari Deputy Chief Executive Officer and Chief Financial Officer ofthe Company was re-designated as Chief Executive Officer and Chief Financial Officer ofthe Company w.e.f 17th August 2017.

During the period under review the Company has appointed Shri Ghanshyambhai GirdharlalTrivedi as an Additional Director with effect from 1st September 2017 uponrecommendation of Nomination and Remuneration Committee of Company to hold the officeuntil the date of ensuing Annual General Meeting of the Company. The Company has receivednotice under Section 160 of the Companies Act 2013 from member signifying the intentionto propose the candidate for the office of director at the ensuing Annual General Meetingof the Company.

Mr. Rameshwar Singh Thakur has been appointed as an Additional Director of the Companyon 24th May 2018 and he shall hold the office until the date of ensuing AnnualGeneral Meeting of the Company. The Company has received notice under Section 160 of theCompanies Act 2013 from a member signifying the intention to propose the appointment ofMr. Rameshwar Singh Thakur as an Independent Director of the Company at the ensuing AnnualGeneral Meeting of the Company.

Mr. Girdhari Lal Sultania Non-Executive Non Independent Director resigned from thedirectorship of the Company w.e.f. 24th May 2018. The Board places on recordhis contribution during his tenure of Directorship of the Company.

Mr. Tuljaram Maheshwari Chief Executive Officer and Chief Financial

Officer of the Company resigned from the post of Chief Financial Officer of the Companyw.e.f. 30th January 2018 and he was appointed as Chief Executive Officer i.e.Whole Time Key Managerial Personnel by the Board of Directors w.e.f 30th January 2018upon recommendation of Nomination and Remuneration Committee of the Company.

The Board of Directors appointed Mr. Saikat Mukhopadhyay as Chief Financial Officeri.e. Whole Time Key Managerial Personnel w.e.f. 30th January 2018 pursuant toSection 203 of the Companies Act 2013 upon recommendation of Nomination and RemunerationCommittee of the Company.

DELCARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both undersub-section (6) of section 149 of the Act and Regulation 16(1) (b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 evaluation is carried out by theBoard Nomination Remuneration Committee (NRC) and by the Independent Directors. The Boardhas carried out an annual performance evaluation of its own individual Directorsincluding Independent Directors (excluding the director being evaluated) and itsCommittees.

Board evaluation was carried out on the basis of questionnaire prepared afterconsidering various inputs received from the Directors covering various aspects revealingthe efficiency of the Board's functioning such as Development of suitable strategies andbusiness plans size structure and expertise of the Board and their efforts to learnabout the Company and its business obligations and governance.

Performance evaluation of every Director was carried out by Board and Nomination andRemuneration Committee on parameters such as appropriateness of qualification knowledgeskills and experience time devoted to Board deliberations and participation level inboard functioning extent of diversity in the knowledge and related industry expertiseattendance and participations in the meetings and workings thereof and Initiative tomaintain high level of integrity & ethics.

Independent Directors had carried out performance evaluation of Non-

Independent Directors in their separate meeting the Board as a whole and performanceevaluation of Chairman was carried out taking into account the views of Executive andNon-Executive Directors.

The performance of Committees was evaluated on parameters such as whether theCommittees of the Board are appropriately constituted Committees has an appropriatenumber of meetings each year to accomplish all of its responsibilities Committeesmaintains the confidentiality of its discussions and decisions Committee conducts aself-evaluation at least annually Committee makes periodically reporting to the Boardalong with its suggestions and recommendations.

Independent Director's performance evaluation was carried out on parameters such asDirector upholds ethical standards of integrity the ability of the director to exerciseobjective and independent judgment in the best interest of Company the level ofconfidentiality maintained. The Directors expressed their satisfaction with the evaluationprocess.

The Board founded the evaluation satisfactory and no observations were raised duringthe said evaluation in current year as well as in previous year.

NOMINATION AND REMUNERATION POLICY

The Board has modified Nomination and Remuneration Policy in its meeting held on 24thMay 2018. The modified policy is attached herewith as Annexure - 3 which forms part ofthis report and the same has also been uploaded on website of the company at www.somanyceramics.com at the weblink https://www.somanyceramics.com/wp-content/uploads/2018/07/Nomination-and-Remuneration_ Policy_Revised.pdf

MEETINGS OF THE BOARD

Five (5) meetings of the Board of Directors Three(3) meetings of Nomination andRemuneration Committee Four (4) meetings of Stakeholders Relationship Committee and Five(5) meetings of Audit Committee were held during the year the details of which are givenin the Corporate Governance Report forming part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee reconstituted during the year and comprises Independent Directorsnamely Mr. Ratna Kumar Daga (Chairman) Dr. Yoginder Kumar Alagh Mr. Salil Singhal Mr.Siddharath Bindra and non-independent directors Mr. G.L. Sultania and Mr. G. G. Trivediwho was inducted as member of Audit Committee w.e.f. 10.4.2018. All the recommendationsmade by the Audit Committee were accepted by the Board.

AUDITORS

M/s. Singhi & Co. Chartered Accountants having Firm Registration No.302049E wereappointed as Statutory Auditors of the Company for a period of 5 (Five) consecutive yearsat the 49th Annual General Meeting (AGM) held on 25th August 2017to hold office till the conclusion of the 54th AGM of the Company subject to ratificationof their appointment at every AGM in terms of first proviso to Section 139 of theCompanies Act 2013 read with Rule 3(7) of the Companies (Audit and Auditors) Rules2014.

The provisions of the Companies (Amendment) Act 2017 notified on 7th May2018 omitted the first proviso to sub-section 1 of Section 139 of the Companies Act 2013which provided for ratification of appointment of Statutory Auditors of the Company.

However since the resolution passed on 25th August 2017 contains suchrequirement it is proposed by the Board of Directors on recommendation of AuditCommittee as a major of abundant caution to have ratification of appointment ofStatutory Auditors done by the members for the entire unexpired period.

In this regard the Company has received a letter from the auditor's M/s. Singhi &Co. Chartered Accountants confirming that they are eligible to continue as Auditors ofthe Company under Section 139 of the Companies Act 2013 and meet the criteria forappointment specified in Section 141 of the Companies Act 2013 till the conclusion of54th AGM of the Company.

SECRETARIAL AUDITOR AND THEIR REPORT

The Board had appointed M/s Pinchaa & Co. Company Secretaries having registrationnumber P2016RJ051800 to conduct Secretarial Audit under the provisions of Section 204 ofthe Companies Act 2013 for the financial year 2017-18. The Secretarial Audit Report forthe financial year ended 31st March 2018 is annexed and marked as Annexure– 4 to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure – 5 to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated developed and implemented a Corporate Social ResponsibilityPolicy in terms of provisions of Section 135 of the Companies Act 2013 read withCorporate Social Responsibility Policy Rules 2014 on recommendation of Corporate SocialResponsibility Committee (CSR Committee) and approval of the Board of Directors of theCompany. CSR Committee undertakes CSR activities in accordance with its Corporate SocialResponsibility Policy (CSR Policy) uploaded on the Company's website atwww.somanyceramics.com at the weblink:https://www.somanyceramics.com/wp-content/uploads/pdfs/policies/scl-corporate-social-responsibility-policy.pdf

The CSR Committee comprises of four members namely Mr. Abhishek Somany ManagingDirector is Chairman of the Committee and Mr. Salil Singhal Mr. Siddharath Bindra and Mr.Ravinder Nath Independent Directors of the Company are other members of the Committee.

The CSR initiatives of the Company are implemented directly and through various trusts/societies/ NGO's. The Company also carried out the CSR activities through a Section 8Company under the Companies Act 2013 incorporated under the name M/s H. L. SomanyFoundation.

The 2% of the average net profit of the Company made during the three immediatelypreceding financial years comes out to be H 192.75 Lakhs. A report on CSR activities isprovided at Annexure – 6 to this report.

INTERNAL CONTROL SYSTEMS

The Company has an Internal Control System commensurate with the size scale andcomplexity of operations.

The internal control is supplemented by the extensive programme of internal auditsreview by management and by the Audit Committee and documented Policies SOPs Guidelinesand Procedures.

The Internal Audit monitors and evaluates the efficacy and adequacy of internal controlsystem in the company its compliance with operating systems accounting procedures andpolicies at all locations of the company.

During the year no reportable material weakness in the design or operation wasobserved.

HUMAN RESOURCE (HR)

Our increasing focus on process simplification and operational excellence has resultedin well Integrated HR practices and are directly contributing to the business requirementsof the Company. HR initiatives during the year focused strongly on simplifying structureshierarchies and removing redundant workflows thereby supporting business performance.While strengthening on recent implementation of SAP we have clarified and demarcatedfunctional responsibilities and inter-dependencies in alignment of this change. Tominimize our order processing to value generation turnaround time we have built upstate-centered order processing teams across India. These independent state-based teamsare capable to address the state specific requirements and challenge in shortest possibletimes without intervention of long hierarchies.

Considering our aggressive growth plans across verticals we have customized our talentdevelopment strategy making it more apt to the needs of existing talent and theorganization. As the average age of the company is declining with more and moremillennials joining our workforce we have transformed our traditional Learning andDevelopment (L&D) model and policies into more dynamic and performance facilitatinglearning model & practices. To make our L& D offerings more reachable and engagingto the people we have introduced many insightful learning courses through our E-learningportal "E-Campus". Through E-campus we have effectively imparted criticalprograms on New Joiner orientation Product Knowledge Commercial standards professionaleffectiveness and life-skill enhancement to our employees spread across India.Furthermore to encourage a learning culture in the organization we have integratedannual learning initiatives undertaken by an employee to their annual appraisal summary(as Quantified Learning Credits). The learning credit score of an employee representshis/her learning and growth orientation and hence acts as a meaningful insight. Ouryear-round consistent and unique initiatives taken aim to partner the business anddistinguish Somany as a Powerful Employer brand attracting and employing the best talentfrom the Industry.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a continous vigil mechanism in the form of Whistle Blower Policy inline with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and in terms of Section 177(9) of the Companies Act 2013. The policyenables the stakeholders (including Directors and employees) to report unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct.

The Policy provides adequate safeguards against victimization of Director(s)/employee(s) and enable direct access to the Chairman of the Audit Committee in exceptionalcases. The protected disclosures if any reported under this Policy are appropriately andexpeditiously investigated by the Chairman. The details of the Whistle Blower Policy isalso explained in the Corporate Governance Report and is also available on the website ofthe Company at the weblink:https://www.somanyceramics.com/wp-content/uploads/pdfs/policies/whistel-blower-policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report forms integral part of this Annual Report.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The information on conservation of energy R&D technology absorption foreignexchange earnings and outgo as required under Section 134 of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 is annexed as Annexure – 7 forming part ofthis Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided at Annexure – 8.

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names of employees and other particularsof the top ten employees and employees drawing remuneration in excess of the limits asprovided in the said rules are set out in the Board's Report as an addendum thereto.However in terms of provisions of the first proviso to Section 136(1) of the CompaniesAct 2013 the Annual Report is being sent to the members of the Company excluding theaforesaid information. The said information is available for inspection at the RegisteredOffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.

CORPORATE GOVERNANCE

Your Company has been following the principles and practices of good CorporateGovernance. A separate report on Corporate Governance and a certificate from the StatutoryAuditors confirming compliance with the Corporate Governance requirements forms part ofthis Director Report as Annexure – 9.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company continue to follow robust policy on Prevention Prohibition and Redressalof Sexual Harassment of Women at Workplace.

The Company has a Policy on Prevention Prohibition and Redressal of Sexual Harassmentof Women at Workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under "The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013". The Internal Complaint Committeehas been set up to redress the Complaints received regarding sexual harassment.

During the period under review the Company has not received any complaint under thisPolicy.